January 6, 2020
To All Concerned Parties
Real Estate Investment Trust Securities Issuer
1-1-21 Toranomon, Minato-ku, Tokyo
marimo Regional Revitalization REIT, Inc.
Representative: Takashi Kitagata, Executive Director(Securities Code: 3470)
Asset Manager
Marimo Asset Management Co., Ltd.
Representative: Takashi Kitagata, CEOContact:
Katsuhiro Shimada, Financial Management Officer
TEL: +81-3-6205-4755
Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units
marimo Regional Revitalization REIT, Inc. (“marimo REIT”) announces that, at the meeting of the Board of Directors ofmarimo REIT held today, the following resolution was passed concerning issuance of new investment units andsecondary offering of investment units.
1.

Issuance of New Investment Units Through Public Offering (Primary Offering)(1) Number of investment units to be offered:
19,371 units(2) Amount to be paid in (Issue amount):
To be determined
The amount to be paid in (issue amount) shall be
determined at the meeting of the Board of Directorsof marimo REIT to be held on any date between
January 14, 2020 (Tuesday) and January 17, 2020
(Friday) (the “pricing date”). Please note that theamount to be paid in (issue amount) shall refer to theamount per unit that marimo REIT is to receive as theamount paid in for new investment units.
(3) Total amount of amount to be paid in (issue amount):
To be determined(4) Issue price (Offer price):

To be determined
The issue price (offer price) shall be determinedon the pricing date, after taking into account thestatus of demand and other factors by setting an
indicative price range, which shall be the pricearrived at when the closing price in regular
trading of investment units of marimo REIT(“marimo REIT investment units”) on Tokyo Stock
Exchange, Inc. (“Tokyo Stock Exchange”) on thepricing date (if there is no closing price on thatdate, then the most recent closing pricepreceding that date) is multiplied by between
0.90 and 1.00 (rounded down to the nearestyen).
To be determined(5) Total amount of issue price (offer price):

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

1(6) Offering method:

The offering shall be a primary offering in which all
investment units of the primary offering shall bepurchased and underwritten by an underwriting
syndicate with SMBC Nikko Securities Inc. as the leadmanager (collectively referred to as the“underwriters”). The underwriters other than SMBC
Nikko Securities Inc. shall be Nomura Securities Co.,
Ltd., Mizuho Securities Co., Ltd., and Daiwa Securities
Co. Ltd.
(7) Content of underwriting agreement:
The underwriters shall pay in the total amount ofamount to be paid in (issue amount) to marimo REIT
on the payment due date stated in (10) below, and theamount of difference between the total amount ofissue price (offer price) and the total amount ofamount to be paid in (issue amount) shall be theproceeds of the underwriters. No underwriting fee
shall be payable to the underwriters by marimo REIT.
(8) Unit of subscription:
1 unit or more in multiples of 1 unit
(9) Subscription period:
From the business day following the pricing date to
the date that marks two business days after thepricing date(10) Payment due date:
The payment due date shall be any date between
January 20, 2020 (Monday) and January 23, 2020(Thursday). However, the date shall be four businessdays after the pricing date.
(11) Delivery due date:
The business day following the payment due date(12) The amount to be paid in (issue amount), issue price (offer price) and other matters necessary for this issuanceof new investment units through public offering shall be determined at a future meeting of the Board of
Directors of marimo REIT.
(13) Each of the items above shall be subject to the condition that the notification under the Financial Instruments
and Exchange Act takes effect.
2.

Secondary Offering of Investment Units (Secondary Offering Through Over-Allotment)(1) Number of investment units to be offered:
969 units
The number of investment units to be offered above isthe upper limit for the number of investment units ofthe secondary offering through over-allotment to be
conducted, separate from the primary offering, by thelead manager of the primary offering (SMBC Nikko
Securities Inc.) upon the primary offering, after taking
into account the status of demand and other factorsof the primary offering. There are cases where thenumber of investment units to be offered above may
decrease, or the secondary offering throughover-allotment itself may not take place at all,depending on the status of demand and other factorsof the primary offering. The number of investment
units to be offered shall be determined at the meeting
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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of the Board of Directors of marimo REIT to be held on
the pricing date, after taking into account the status ofdemand and other factors of the primary offering.
(2) Seller:
SMBC Nikko Securities Inc.
(3) Secondary offering price:
To be determined
The secondary offering price shall be determined at
the meeting of the Board of Directors of marimo REIT
to be held on the pricing date. Furthermore, thesecondary offering price shall be the same as the issue
price (offer price) of the primary offering.
(4) Total amount of secondary offering price:
To be determined(5) Secondary offering method:
The lead manager of the primary offering (SMBC Nikko
Securities Inc.) shall conduct, separate from theprimary offering, a secondary offering of marimo REIT
investment units, which it shall borrow from MarimoCo., Ltd. (the “designated party”) in a number not toexceed 969 units (the “borrowed investment units”),
after taking into account the status of demand andother factors of the primary offering.
(6) Unit of subscription:
1 unit or more in multiples of 1 unit
(7) Subscription period:
The subscription period shall be the same as thesubscription period of the primary offering.
(8) Delivery due date:
The delivery due date shall be the same as the delivery
due date of the primary offering.
(9) The secondary offering price and other matters necessary for this secondary offering of investment units shallbe determined at a future meeting of the Board of Directors of marimo REIT.
(10) Each of the items above shall be subject to the condition that the notification under the Financial Instruments
and Exchange Act takes effect.
3.

Issuance of New Investment Units Through Third-Party Allotment (The Third-Party Allotment)(1) Number of investment units to be offered:
969 units(2) Amount to be paid in (Issue amount):
To be determined
The amount to be paid in (issue amount) shall be
determined at the meeting of the Board of Directors ofmarimo REIT to be held on the pricing date.
Furthermore, the amount to be paid in (issue amount)shall be the same as the amount to be paid in (issue
amount) of the primary offering.
(3) Total amount of amount to be paid in (issue amount): To be determined(4) Allottee and number of investment units to be allotted: SMBC Nikko Securities Inc. 969 units(5) Unit of subscription:
1 unit or more in multiples of 1 unit
(6) Subscription period (Subscription due date):
February 14, 2020 (Friday)(7) Payment due date:February 17, 2020 (Monday)(8) The investment units not subscribed for by the subscription period (subscription due date) stated in (6) above
shall not be issued.
(9) The amount to be paid in (issue amount) and other matters necessary for this issuance of new investment units
through third-party allotment (the “third-party allotment”) shall be determined at a future meeting of theBoard of Directors of marimo REIT.
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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(10) If the primary offering is suspended, the issuance of new investment units through the third-party allotment
shall also be suspended.
(11) Each of the items above shall be subject to the condition that the notification under the Financial Instruments
and Exchange Act takes effect.
<Reference>
1. Secondary Offering Through Over-Allotment, Etc.
There are cases where the lead manager of the primary offering (SMBC Nikko Securities Inc.) may conduct,
separate from the primary offering, a secondary offering (secondary offering through over-allotment) of marimo
REIT investment units, which it shall borrow from the designated party in a number not to exceed 969 units, upon
the primary offering, after taking into account the status of demand and other factors of the primary offering. The
number of investment units to be offered in the secondary offering through over-allotment is planned to be 969
units. The concerned number of investment units to be offered is the upper limit for the number of investment
units to be offered. There are cases where the number may decrease, or the secondary offering throughover-allotment itself may not take place at all, depending on the status of demand and other factors.
Furthermore, in connection with the secondary offering through over-allotment, at the meeting of the Board of
Directors of marimo REIT held on January 6, 2020 (Monday), marimo REIT passed a resolution to conduct thethird-party allotment for 969 units of marimo REIT investment units in which the allottee is SMBC Nikko Securities
Inc. with February 17, 2020 (Monday) as the payment due date in order for SMBC Nikko Securities Inc. to acquire
the marimo REIT investment units necessary to return the borrowed investment units.
In addition, during the period from the day following the date on which the subscription period of the primaryoffering and secondary offering through over-allotment ends to February 13, 2020 (Thursday) (the “syndicate
covering transaction period”), there are cases where SMBC Nikko Securities Inc. may purchase marimo REIT
investment units on Tokyo Stock Exchange, which shall be in a number not to exceed the number of investment
units of the secondary offering through over-allotment, for the purpose of returning the borrowed investment
units (the “syndicate covering transaction”). All of the marimo REIT investment units purchased by SMBC Nikko
Securities Inc. in the syndicate covering transaction shall be used to return the borrowed investment units.
Furthermore, during the syndicate covering transaction period, there are cases where SMBC Nikko Securities Inc.
may decide to not engage in the syndicate covering transaction at all, or end the syndicate covering transaction ina number not reaching the number of investment units of the secondary offering through over-allotment.
Moreover, there are cases where SMBC Nikko Securities Inc. may conduct a stabilizing transaction
accompanying the primary offering and secondary offering through over-allotment, and all or part of the marimo
REIT investment units purchased in the stabilizing transaction may be used to return the borrowed investment
units.
SMBC Nikko Securities Inc. is scheduled to acquire marimo REIT investment units by accepting allotment
pertaining to the third-party allotment in the number of investment units arrived at when the number ofinvestment units purchased in the stabilizing transaction and syndicate covering transaction and used to returnthe borrowed investment units is deducted from the number of investment units of the secondary offering
through over-allotment. For this reason, there are cases where the number of investment units to be issued in thethird-party allotment may not be subscribed for, in whole or in part. As a result, the final number of investment
units issued in the third-party allotment may decrease by that extent, or the issuance itself may not take place atall, due to forfeiture.
Furthermore, whether or not the secondary offering through over-allotment takes place and the number ofinvestment units to be offered in the event that the secondary offering through over-allotment takes place shallbe determined on the pricing date. In the event that the secondary offering through over-allotment does not takeplace, the borrowing of marimo REIT investment units by SMBC Nikko Securities Inc. from the designated party
will not take place. Accordingly, SMBC Nikko Securities Inc. will not accept or subscribe for allotment pertaining to
the third-party allotment. As a result, the issuance of new investment units through the third-party allotment will
not take place at all, due to forfeiture. In addition, the syndicate covering transaction on Tokyo Stock Exchange,
too, will not take place.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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2.

Changes in Total Number of Investment Units Issued and Outstanding Due to This Issuance of New Investment Units
Total number of investment units issued and outstanding at
132,340 units
present:
Increase in number of investment units due to issuance of new
19,371 units
investment units through primary offering:
Total number of investment units issued and outstanding after
151,711 units
issuance of new investment units through primary offering:
Increase in number of investment units due to issuance of new
969 units (Note)investment units through the third-party allotment:
Total number of investment units issued and outstanding after
152,680 units (Note)issuance of new investment units through the third-party allotment:(Note)

3.

4.

The number of investment units in the event that SMBC Nikko Securities Inc. subscribes for all of the number of investment units to be offeredin the third-party allotment and the issuance takes place.

Purpose of and Reason for IssuanceIn pursuit of securing “profitability” and “stability” and steady growth of the portfolio while aiming to continuallyenhance unitholder value over the medium to long term through procurement of funds by issuing newinvestment units and acquisition of new real estate trust beneficiary rights, marimo REIT decided to issue newinvestment units after consideration in light of market trends, the level of dividends per unit, etc.
Amount, Use and Planned Outlay Schedule of Funds to be Procured(1) Amount of funds to be procured (estimated net proceeds)
2,397,000,000 yen (upper limit)(Note)The sum total amount of 2,283,000,000 yen in proceeds from the primary offering and 114,000,000 yen (upper limit) in proceeds from theissuance of new investment units through the third-party allotment. In addition, the amount above is the expected amount calculated
based on the closing price in regular trading of marimo REIT investment units on Tokyo Stock Exchange as of December 13, 2019 (Friday).

(2) Specific use and planned outlay schedule of funds to be procured
The proceeds from the primary offering (2,283,000,000 yen) will be allocated to part of theacquisition funds and acquisition related expenses of the specified assets (the meaning in Article 2,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as
amended); the same shall apply hereinafter) to be newly acquired by marimo REIT stated in “NoticeConcerning Acquisition of Domestic Real Estate Trust Beneficiary Rights and Accompanying
Commencement of Leasing” dated today. Furthermore, the proceeds from the issuance of new
investment units through the third-party allotment for which resolution was passed on the samedate as the primary offering (114,000,000 yen (upper limit)) will be funds on hand to be allocated toacquisition of specified assets or repayment of borrowings in the f uture.
(Note)

The funds to be procured are planned to be deposited with a financial institution for the period until outlay.

5.

Designation of Party to be Allocated Investment Units
Of the marimo REIT investment units of the primary offering, the underwriters are scheduled to sell 2,081 units tothe designated party, which marimo REIT has designated as a party to which investment units are to be sold.

6.

Future Outlook
Please refer to “Notice Concerning Revision of Operating and Dividend Forecasts for the Fiscal Period Ending June
2020, and Operating and Dividend Forecasts for the Fiscal Period Ending December 2020” dated today.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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7.

Most Recent Three Business Periods’ Management Status, Equity Financing Status, Etc.
(1) Most recent three business periods’ management status (Note 1)
Fiscal period ended
Fiscal period ended
June 2018
December 2018
Net income per unit (Note 2)
3,100 yen
2,984 yen
Dividends per unit
3,441 yen
3,445 yen
Actual payout ratio (Note 3)
100.0%
100.0%Net assets per unit
95,746 yen
95,290 yen(Note 1)

(Note 2)
(Note 3)Fiscal period ended
June 2019
2,995 yen
3,494 yen
100.0%
94,840 yen

As the settlement of accounts for the fiscal period ended December 2019 has not been completed as of today, the fiscal period ended
June 2018, fiscal period ended December 2018 and fiscal period ended June 2019 are presented as the most recent three business periodsin this “(1) Most recent three business periods’ management status.”
Net income per unit is calculated by dividing net income by the period’s daily weighted average number of investment units (fiscal period
ended June 2018: 127,281 units; fiscal period ended December 2018: 132,340 units; fiscal period ended June 2019: 132,340 units).
Payout ratio is the figure calculated by the following formula, rounded to the first decimal place.
Payout ratio = Total dividends (excluding dividends in excess of earnings) ÷ Net income × 100(2) Most recent investment unit price status① Most recent three business periods’ status
Fiscal period ended
December 2018
Open
114,200 yen
High117,200 yen
Low
103,900 yen
Close
104,100 yen

Fiscal period ended
June 2019
103,100 yen
122,600 yen
103,100 yen
117,000 yen

Fiscal period ended
December 2019116,900 yen
136,700 yen
115,400 yen
129,700 yen(Note) The open, high and low prices are based on the closing price in regular trading of marimo REIT investment units on Tokyo Stock Exchange.

② Most recent six months’ status
2019 July
AugustOpen
116,900 yen
118,800 yen
High
120,400 yen
119,800 yen
Low
115,400 yen
116,500 yen
Close
118,900 yen
119,700 yen

September
120,000 yen
125,000 yen
119,300 yen
124,400 yen

October
125,400 yen
136,700 yen
125,400 yen
135,600 yen

November
136,500 yen
136,500 yen
123,300 yen
133,800 yen

December
133,800 yen
133,800 yen
128,300 yen
129,700 yen(Note) The open, high and low prices are based on the closing price in regular trading of marimo REIT investment units on Tokyo Stock Exchange.

③ Investment unit price on business day preceding issuance resolution date
December 30, 2019
Open
128,400 yen
High129,700 yen
Low
128,400 yen
Close
129,700 yen(3) Most recent three business periods’ equity financing status
Not applicable.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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8.

Restrictions on Sale and Additional Issuance(1) With the primary offering, the plan is to request the designated party to make an arrangement with SMBC
Nikko Securities Inc. to the effect that, without the prior written consent of SMBC Nikko Securities In c.,
no sale of the 13,950 marimo REIT investment units that the designated party holds from before theprimary offering and the 2,081 marimo REIT investment units that the designated party is scheduled
to acquire in the primary offering shall be conducted during the period from the pricing date to thedate on which 180 days have elapsed from the delivery due date of the primary offering.
In the event of the above, SMBC Nikko Securities Inc. is scheduled to have the authority to cancel
the concerned restriction, in whole or in part, or shorten the concerned restriction period at its
discretion.
(2) With the primary offering, marimo REIT has reached an agreement with SMBC Nikko Securities Inc. to theeffect that, without the prior written consent of SMBC Nikko Securities Inc., no issuance of marimo
REIT investment units (provided, however, that this shall exclude issuance of marimo REIT
investment units through the third -party allotment and split of investment units) shall be conductedduring the period from the pricing date to the date on which 90 days have elapsed from the delivery
due date of the primary offering.
In the event of the above, SMBC Nikko Securities Inc. has the authority to cancel the concerned
restriction, in whole or in part, or shorten the concerned restriction period at its discretion.

* This material is distributed to the Kabuto Club (the press club of the Tokyo Stock Exchange), the press club of the
Ministry of Land, Infrastructure, Transport and Tourism, and the press club for construction trade publications of
the Ministry of Land, Infrastructure, Transport and Tourism* Website of marimo REIT: https://www.marimo-reit.co.jp/en/

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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