January 7, 2020
To All Concerned Parties
Name of REIT Issuer:
CRE Logistics REIT, Inc.
2-10-1, Toranomon, Minato-ku, Tokyo, Japan
Tsuyoshi Ito, Executive Director(TSE Code: 3487)
Asset Management Company
CRE REIT Advisers, Inc.
Tsuyoshi Ito, President
Person of Contact:
Hirohisa Toda, Head of Corporate Planning
Tel: +81-3-5575-3600

Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment
Units
CRE Logistics REIT, Inc. (hereinafter, “CRE REIT”) hereby announces that a resolution was passed at its Boardof Directors’ Meeting held on January 7, 2020 to issue new investment units and conduct a secondary offering ofinvestment units as follows.

1. Issuance of new investment units through public offering (primary offering)(1)
Number of investment units to be offered 88,000 units(2)
Amount to be paid in (issue amount per unit)
To be determined
The issue amount shall be determined at the Board of Directors’ Meeting to beheld on a date between Wednesday, January 15, 2020 and Monday, January 20,
2020 (hereinafter, “Issue Price Determination Date”).
(3)
Total amount to be paid in (total issue amount)
To be determined(4)
Issue price (offer price per unit)
To be determined
The issue price (offer price) shall be determined by using, as a provisional
condition, the amount obtained by multiplying the closing price of theinvestment units of CRE REIT (hereafter, “Investment Units of CRE REIT”) inan ordinary transaction on Tokyo Stock Exchange Inc. (hereinafter, the “TSE”)
on the Issue Price Determination Date (or the immediately preceding date, if noclosing price on that day) by 0.90-1.00 (rounding down to the nearest yen), andby taking into consideration demand conditions and other factors.
(5)
Total amount of issue price (total offer price)
To be determined(6)
Offering method
This shall be a primary offering. All investment units for the primary offering
shall be purchased and underwritten by an underwriting syndicate whose leadmanaging underwriter shall be SMBC Nikko Securities Inc. (collectively, the“Underwriters”). The Underwriters, other than SMBC Nikko Securities Inc.,
shall be Nomura Securities Co, Ltd., Mizuho Securities Co., Ltd., Daiwa
Securities Co. Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(7)
Underwriting agreement The Underwriters shall pay to CRE REIT the total amount to be paid (total issueamount) for this offering on the date stated in (10) below, and the difference
between the total amount to be paid in (total issue amount) and the total amount

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(8)
(9)
(10)

(11)
(12)

(13)

of issue price (total offer price) shall be the proceeds of the Underwriters. CRE
REIT will not pay an underwriting commission to the Underwriters.
Unit of subscription
One (1) unit or more in multiples of one (1) unit
Period for subscription Between the 1st and 2nd business days following the Issue Price Determination
Date.
Payment date
Payment date shall be a date within the period from Tuesday, January 21, 2020
to Friday, January 24, 2020. However, the date shall be four business days after
the Issue Price Determination Date.
Delivery and settlement date Business day immediately following the payment date
The amount to be paid in (issue amount), issue price (offer price), and other matters necessary for theissuance of new investment units will be determined at the Board of Directors’ Meeting to be held
hereafter
The aforementioned items are subject to the effectiveness of the Securities Registration Statement inaccordance with the Financial Instruments and Exchange Act.

2. Secondary offering of investment units (through over-allotment) (Refer to 1. Secondary offering through overallotment, etc. below.)(1)
Number of units to be offered 4,400 units
The number of investment units to be offered above is the maximum number ofinvestment units to be offered in the secondary offering through over-allotment
by SMBC Nikko Securities Inc., the lead managing underwriter of the primaryoffering, separately from the primary offering, after taking into considerationdemand conditions and other factors from the primary offering. The number ofinvestment units to be offered above may be reduced, or the offering throughover-allotment itself may be cancelled, depending on demand conditions andother factors concerning the primary offering. The number of investment units
to be offered will be determined at the Board of Directors’ Meeting held on theIssue Price Determination Date after taking into consideration demandconditions and other factors concerning the primary offering.
(2)
SellerSMBC Nikko Securities Inc.
(3)
Offer price
To be determined
To be determined at the Board of Directors’ Meeting held on the Issue Price
Determination Date. The offer price will be the same as the issue price (offerprice) for the primary offering.
(4)
Total amount of offer price
To be determined(5)
Offering method
Separate from the primary offering, SMBC Nikko Securities Inc., the leadmanaging underwriter, will carry out the secondary offering of the CRE REIT
investment units (hereinafter “Borrowed Investment Units”) borrowed fromCRE, Inc. (hereinafter “CRE”), the maximum number of which shall be 4,400,
after taking into consideration demand conditions and other factors concerning
the primary offering.
(6)
Unit of subscription
One (1) unit or more in multiples of one (1) unit
(7)
Period for subscription It shall be the same period of subscription as the primary offering date.
(8)
Delivery and settlement date
The same day as the delivery and settlement date for the primaryoffering.
(9)
The offer price and other matters necessary for this secondary offering of investment units will be
determined at the Board of Directors’ Meeting to be held hereafter.
(10) The aforementioned items are subject to the effectiveness of the filings of Securities Registration
Statement in accordance with the Financial Instruments and Exchange Act.

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<Reference>
1. Secondary offering through over-allotment, etc.
Upon the primary offering, taking the demand conditions and other factors into consideration, SMBC Nikko
Securities Inc., the lead managing underwriter for the primary offering, may offer the Investment Units of CRE
REIT borrowed from CRE up to a maximum of 4,400 units (secondary offering through over-allotment).
Although the number of investment units offered through over-allotment is scheduled to be 4,400 units, thisrepresents the maximum number of units to be offered. It may be fewer depending upon the demand conditions
and other factors, or no offering through over-allotment could be made.
In connection with the secondary offering through over-allotment, SMBC Nikko Securities Inc. will be
granted the right to purchase additional Investment Units (hereinafter, “Green Shoe Option”) from CRE up tothe number of set for the secondary offering through over-allotment at the same price as the offer price of theprimary offering for the purpose of returning the Borrowed Investment Units, with Friday, February 14, 2020as the deadline to exercise the Green Shoe Option.
In addition, SMBC Nikko Securities Inc. may purchase Investment Units of CRE REIT on the TSE up to themaximum number to be sold by the secondary offering through over-allotment (hereinafter, “Syndicate CoverTransactions”) during the period between the day immediately following the last day of the application periodof the primary offering and Friday, February 14, 2020 (hereinafter, “the Syndicate Cover Transaction Period)
for the purpose of returning the Borrowed Investment Units. All Investment Units of CRE REIT purchased bySMBC Nikko Securities Inc. through Syndicate Cover Transactions shall be used to return the Borrowed
Investment Units. At its own discretion during the Syndicate Cover Transaction Period, SMBC Nikko Securities
Inc. may not conduct any Syndicate Cover Transactions or may terminate any Syndicate Cover Transactions
before the number of investment units purchased reaches the number of investment units to be sold by thesecondary offering through over-allotment.
Moreover, in connection with the primary offering and secondary offering through over-allotment, SMBC
Nikko Securities Inc. may conduct a stabilizing transaction and allocate all or some of the Investment Units ofCRE REIT purchased through the above stabilizing transaction to return the Borrowed Investment Units.
SMBC Nikko Securities Inc. plans to exercise the Green Shoe Option to acquire from CRE the Investment
Units of CRE REIT, with respect to the number of units remaining after subtracting the aggregate number ofunits purchased through the stabilizing transaction and the Syndicate Cover Transactions to return the Borrowed
Investment Units from the number of units to be sold by the secondary offering through over-allotment.
On the Issuing Price Determination Date, it shall be determined whether secondary offering through overallotment will be made, and how many investment units will be sold if such offering is made. Where nosecondary offering through over-allotment is made, neither the borrowing of Investment Units of CRE REIT
from CRE by SMBC Nikko Securities Inc. nor the granting of the Green Shoe Option to SMBC Nikko Securities
Inc. by CRE would be conducted. In addition, no syndicate cover transactions on the TSE would be conducted.
2. Total number of investment units issued and outstanding after the new issuanceTotal number of investment units outstanding at present
Increase in number of investment units by primary offering
Total number of investment units outstanding after primary offering

259,250 units
88,000 units
347,250 units

3. Objective of and reason for the issuanceBy acquiring relatively new properties with high occupancy rates in good locations that have been developedby the sponsor at an appropriate price in a timely manner, CRE REIT aims to form a quality portfolio that
contributes to long-term, stable investment management in order to provide unitholders with good investment
opportunities. The acquisition of the assets (hereinafter, the “Assets to be Acquired”) announced as of January
7, 2020 in the “Notice Concerning Acquisition of Domestic Trust Beneficial Interests in Real Estate and Leasing
Thereof”, meets the investment standards of CRE REIT.
In considering the acquisition of the Assets to be Acquired, CRE REIT decided to conduct the issuance of the3new investment units by taking into consideration the level of distribution per unit, the level of NAV per unit,
LTV, market trend and other factors.
4. Total amount to be procured, use of proceeds, and scheduled outlay period(1)
Total amount to be procured (approximate net proceeds)¥10,754,000,000(Note)

The abovementioned amount is estimated based on the closing price of the Investment Units of CRE REIT in an ordinary transaction
on the TSE as of Friday, December 20, 2019.

(2)

Specific use of proceeds and scheduled outlay period
The proceeds from the primary offering will be allocated for partial financing to obtain the Assets to beAcquired.
(Note)

The amount to be procured will be deposited into accounts with financial institutions until the expenditure is made.

5. Designation of distributes
Not applicable.
6. Operating forecasts
Please refer to “Notice Concerning Revisions to Operating Results Forecast for the Fiscal Period Ending June30, 2020 and Disclosure of Operating Results Forecast for the Fiscal Period Ending December 31, 2020”
released publicly today.
7. Status of operation and equity finance in the last three fiscal periods(1) State of operation in the last three fiscal periods (Note 1)
Jun. 2018(4th period)
Net income per unit (Note 2)Distributions per unit
Earning distributions per unit
Surplus distributions per unit
Actual dividend payout ratio (Note 3)
Net assets per unit

Dec. 2018(5th period)¥2,623¥2,585¥2,259¥326
100.0%¥106,547

Jun. 2019(6th period)¥2,978¥3,351¥2,979¥372
100.0%¥106,940¥2,580¥2,952¥2,580¥372
100.0%¥106,169(Note 1) The state of operation in the (4th) fiscal period ended June 30, 2018, the (5th) fiscal period ended December 31, 2018, and the (6th)fiscal period ended June 30, 2019, is written in “(1) State of operation in the last three fiscal periods” because the settlement of accounts
for the (7th) fiscal period ended December 31, 2019 has yet to be completed as of today.
(Note 2) Net income per unit is calculated by dividing net income by the average number of investment units during the fiscal period.
(Note 3) Actual dividend payout ratio = Total distribution amount (excluding surplus distributions per unit) / net income × 100(2) State of recent prices of investment unit(i) State in the last three fiscal periods
Dec. 2018(5th period)
Opening¥111,800
price
High price¥112,400
Low price¥95,500
Closing¥99,500
price

Jun. 2019(6th period)

4Dec. 2019
(7th period)¥100,400¥114,600¥121,000¥98,700¥146,100¥114,500¥114,800¥133,700

(ii) State in the last six months
Aug. 2019
Sep. 2019
Opening¥124,700¥131,000
price
High¥133,200¥135,700
price
Low¥124,400¥125,700
price
Closing¥131,300¥134,800
price

Oct. 2019Nov. 2019

Dec. 2019

Jan. 2020¥134,800¥140,000¥139,700¥132,900¥146,100¥140,900¥140,500¥134,500¥133,300¥126,400¥131,100¥132,900¥139,700¥139,500¥133,700¥134,400(Note) The prices of the investment units in January 2020 are those as of Monday, January 6, 2020.

(iii) The prices of the investment units on the business day before the issuance determination date.
January 6, 2020
Opening¥132,900
price
High price¥134,500
Low price¥132,900
Closing¥134,400
price(3) State of equity finance in the last three fiscal periods
Capital increase through public offering
Issuance dateJuly 16, 2019
Amount of procurement fund
¥3,196,094,000
Amount paid in (issuance price)¥113,740
Total number of outstanding investment
231,150 units
units upon subscription
Number of investment units issued upon
28,100 units
this subscription
Total number of outstanding investment
259,250 units
units after the subscription
Allocated them for partial financing toInitial use of funds upon issuanceobtain specified assets
Planned disbursement period upon
July 2019issuance
The full amount was allocated during theState of allocation as of today
scheduled outlay period
8. Limitations on sales and additional issues of investment units(1) Tsuyoshi Ito, Executive Officer of CRE REIT and President of CRE REIT Advisers, Inc. (hereinafter “theAsset Management Company”), Tadahide Kameyama, President of CRE, and Director of the AssetManagement Company, and Kyobashi Kousan, Inc., the largest shareholder of CRE, agree with SMBC
Nikko Securities Inc., upon the primary offering, not to sell the Investment Units of CRE REIT during theperiod from the Issue Price Determination Date to 180 days after the delivery and settlement date for theprimary offering without the prior written consent of SMBC Nikko Securities Inc.
In the above case, SMBC Nikko Securities Inc. has the authority to cancel said restriction in part or inwhole or shorten the restriction period at its own discretion.
(2) CRE agrees with SMBC Nikko Securities Inc., upon the primary offering, not to sell. the Investment Unitsof CRE REIT (excluding loans of the Investment Units of CRE REIT to SMBC Nikko Securities Inc. inconnection with the secondary offering through over-allotment and sales of the Investment Units of CRE

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REIT to SMBC Nikko Securities Inc. in connection with the exercise of Green Shoe Option) during theperiod from the Issue Price Determination Date to 180 days after the delivery and settlement date for theprimary offering without the prior written consent of SMBC Nikko Securities Inc.
In the above case, SMBC Nikko Securities Inc. has the authority to cancel said restriction in part or inwhole or shorten the restriction period at its own discretion.
(3) CRE REIT agrees with SMBC Nikko Securities Inc., upon the primary offering, not to issue theInvestment Units of CRE REIT (excluding, however, issuance, etc. of Investment Units of CRE REIT in
the case of a unit split) during the period from the Issue Price Determination Date to 90 days after thedelivery and settlement date for the primary offering without the prior written consent of SMBC Nikko
Securities Inc.
In the above case, SMBC Nikko Securities Inc. has the authority to cancel said restriction in part or inwhole or shorten the restriction period at its own discretion.

* CRE Logistic REIT, Inc. website: https://cre-reit.co.jp/en/

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