Exhibit 4.5


 


PROLOGIS YEN FINANCE LLC


 


Officers’ Certificate


 


December 1, 2022


 


The undersigned officers of
Prologis Yen Finance LLC (the “Company”), acting pursuant to the written consents of Prologis, Inc., its ultimate
parent, on May 4, 2022 and November 17, 2022, hereby establish a series of debt securities by means of this Officers’
Certificate in accordance with the Indenture, dated as of September 25, 2018 (the “Base Indenture,” and as supplemented
by the First Supplemental Indenture thereto, the “Indenture”), among the Company, Prologis, L.P., as parent guarantor,
and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
Capitalized terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.


 


1.903% Notes due 2037


 


1.             The
series shall be entitled the “1.903% Notes due 2037” (the “Notes”) and shall be a series of Yen Notes as
defined in the First Supplemental Indenture.


 


2.             The
Notes initially shall be limited to an aggregate principal amount of ¥19,800,000,000 (except in each case for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the Series pursuant to
Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount
upon the action of the Board of Directors to do so from time to time.


 


3.             The
Notes shall bear interest at the rate of 1.903% per annum. The aggregate principal amount of the Notes is payable at maturity on December 1,
2037. The interest on this Series shall accrue from and including December 1, 2022 or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for. Interest on the Notes shall be payable semi-annually in
arrears on June 1 and December 1 of each year (each an “Interest Payment Date”), commencing on June 1,
2023. Interest shall be paid to persons in whose names the Notes are registered on the May 15 or the November 15, as the case
may be, preceding the Interest Payment Date, whether or not a Yen Business Day (each a “Regular Record Date”).


 


4.             The
Notes may be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes
and the Indenture may be served at the Corporate Trust Office of the Paying Agent, located at 111 Fillmore Ave. East, St. Paul, Minnesota
55107. The principal of the Notes payable at maturity or upon earlier redemption shall be paid against presentation and surrender of the
Notes at the Corporate Trust Office of the Paying Agent.


 






     


     


    

 


5.             If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 17, 2022,
the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial
probability that the Company will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed
at the option of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”) equal to
100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the Redemption
Date. Notice of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption Date.


 


If notice of redemption has
been given as provided in the Base Indenture and the preceding paragraph, and funds for the redemption of any Notes called for redemption
shall have been made available on the Redemption Date referred to in such notice, such Notes shall cease to bear interest on the Redemption
Date and the only right of the Holders of the Notes from and after the Redemption Date shall be to receive payment of the Tax Redemption
Price upon surrender of such Notes in accordance with such notice.


 


6.             On
or after September 1, 2037 (the “Par Call Date”), the Notes may be redeemed in whole at any time or in part from
time to time at the option of the Company at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest, if any, to, but not including, the Redemption Date. Notice of redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) not more than 60 nor less
than 10 days prior to the date fixed for redemption to each Holder to be redeemed at its registered address.


 


The notice of redemption will
state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the Redemption Price and the place or places that
payment will be made upon presentation and surrender of the Notes to be redeemed. Unless the Company defaults in payment of the Redemption
Price, interest shall cease to accrue on the Notes on the Redemption Date.


 


If less than all of the Notes
are to be redeemed at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or
any shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and the Redemption
Date. The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Notes to be redeemed. The Notes may be redeemed in part in the minimum authorized denomination for the Notes or in any integral multiple
of such amount.


 


7.             All
payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or
any taxing authority thereof or therein, unless such withholding or deduction is required by (i) the
laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof
or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws,
regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the
United States or any political subdivision thereof). If such withholding or deduction is required by law, the Company shall, subject
to certain exceptions provided for herein, pay to a holder who is not a United States person such additional amounts (the “Additional
Amounts”) on the Notes as are necessary in order that the net payment by the Company or the Paying Agent of the principal of,
and premium or Redemption Price, if any, and interest on, the Notes to such holder, after such withholding or deduction, shall not be
less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional
Amounts shall not apply:


 






    2


     


    

 


(i)             to
any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:


 


(a)             being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States
or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;


 


(b)             having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being
or having been a citizen or resident of the United States;


 


(c)             being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;


 


(d)             being
or having been an owner of a 10% or greater interest in the capital or profits of Prologis, L.P. within the meaning of Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or


 


(e)             being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business;


 


(ii)            to
any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member
of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;


 






    3


     


    

 


(iii)           to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person
to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge (including, for
the avoidance of doubt, any backup withholding tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision));


 


(iv)           to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the
payment;


 


(v)            to
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs
later;


 


(vi)           to
any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;


 


(vii)          to
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by at least one other paying agent;


 


(viii)         to
any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note,
where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;


 


(ix)            to
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury
regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered into
pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States
and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law, agreement
or interpretations thereof implementing an intergovernmental approach thereto; or


 


(x)             in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).


 


The Notes are subject in all
cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically
provided under this Paragraph 7, the Company shall not be required to make any payment for any tax, duty, assessment or governmental
charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political
subdivision.


 


8.             The
Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of the Holder.


 






    4


     


    

 


9.             The
Notes shall be issuable in registered form in the form set out in Exhibit A of the First Supplemental Indenture without coupons in
minimum denominations of ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof.


 


10.           The
principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to
Section 502 of the Base Indenture.


 


11.           The
Notes shall be denominated in and principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall be payable in yen.
If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s
control, then all payments in respect of the Notes shall be made in U.S. Dollars until the yen is again available to the Company. In such
circumstances, the amount payable on any date in yen shall be converted into U.S. Dollars at the rate mandated by the Board of Governors
of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or, if the Board
of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/yen exchange
rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The
Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole discretion on the basis
of the most recently available market exchange rate for yen. Any payment in respect of the Notes so made in U.S. Dollars shall not constitute
an Event of Default. Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange rates, effecting conversions
or otherwise handling redenominations.


 


12.           Except
as provided in Paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes
(or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.


 


13.           Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Tax Redemption Price, if
applicable) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency unit or units or
composite currency or currencies other than that in which the Notes are denominated or stated to be payable.


 


14.           Except
as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights to the Holders
of Notes upon the occurrence of specified events.


 


15.           The
Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company contained
in the Indenture.


 


16.           Except
as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or temporary global
Securities.


 


17.           Sections 1402
and 1403 of the Base Indenture shall be applicable to the Notes.


 


18.           The
Notes shall not be issued upon the exercise of debt warrants.


 






    5


     


    

 


19.           Article Sixteen
of the Base Indenture shall be applicable to the Notes.


 


20.           The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated September 15,
2022 and the Prospectus Supplement dated November 17, 2022 relating to the Notes.


 


[The remainder of this page intentionally
left blank.]


 






    6


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Officers’ Certificate on the date first written above.


 


	 	By:	 
	 	 	Name:	Deborah K. Briones
	 	 	Title: 	Managing Director and Deputy General Counsel
	 	 	 
	 	 
	 	By:	 
	 	 	Name:	Marilyn Cartwright
	 	 	Title:	Assistant Secretary