Ｊプライム（8955） – Notice Concerning Issuance of New Investment Units and Secondary Offering, and Cancellation of Shelf Registration for the Issuance of New Investment U

January 4, 2022 Japan Prime Realty Investment Corporation Yoshihiro Jozaki, Executive Officer (Securities Code: 8955) Asset Management Company: Tokyo Realty Investment Management, Inc. Yoshihiro Jozaki, President and CEO Inquiries: Yoshinaga Nomura, Director and CFO (TEL: +81-3-3516-1591) For Translation Purposes Only For Immediate Release Notice Concerning Issuance of New Investment Units and Secondary Offering, and Cancellation of Shelf Registration for the Issuance of New Investment Units Japan Prime Realty Investment Corporation (“JPR”) announced that it resolved at the Board of Directors Meeting held today to issue new investment units and conduct a secondary offering, as outlined below. Although the submission of a shelf registration statement for issuance of new investment units was announced in “Notice Concerning Submission of Shelf Registration Statement for the Issuance of New Investment Units” dated December 23, 2021, JPR announced today that it filed a cancellation of the submission of shelf registration for the issuance of the new investment units. Details Ⅰ Issuance of New Investment Units and Secondary Offering 1. Issuance of New Investment Units via Offering (the “Primary Offering”) (1) Total number of investment units to be offered 38,100 units (2) Issue price (offer price) To be determined (3) Amount to be paid in (issue value) To be determined (4) Gross proceeds (total issue value) To be determined (The price shall be determined by a resolution of the Board of Directors on a date (the “pricing date”) between January 12, 2022 (Wednesday) and January 14, 2022 (Friday). The issue price (offer price) shall be the price at which the Primary Offering is made.) (The price shall be determined by a resolution of the Board of Directors on the pricing date. The amount to be paid in (issue value) shall be the proceeds per an investment unit (the “investment unit”) JPR receives from the underwriters mentioned under (5) below.) Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 1 (5) Offering method The offering of investment units shall be via a primary offering, and underwritten in full by Mizuho Securities Co., Ltd. and SMBC Nikko Securities Inc. (collectively referred to as the “joint lead managers”) along with Daiwa Securities Co. Ltd., Nomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (collectively referred to together with the joint lead managers as the “underwriters”). The issue price (offer price) for the Primary Offering will be determined by taking into consideration the market demand for the issue, provisionally calculated by applying the closing price for the Investment Corporation’s investment securities on the Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”) on the pricing date (if no closing price is available on that date, then the closing price for the most recent date prior to pricing date where a closing price is available), multiplied by 0.90 to 1.00 (resulting amounts less than 1 yen shall be rounded down). (6) Underwriting agreement No underwriting commission will be payable by JPR. The aggregate amount of the difference between the issue price (offer price) and the amount to be paid in (issue value) of the Primary Offering shall be the proceeds for the underwriters. (7) Book-building period From January 7, 2022 (Friday) to the pricing date (8) Subscription period Following business day of the pricing date. (9) Payment period of deposits for new investment units (10) Payment date (11) Delivery date The following business day of the payment date (12) Subscription unit One unit or more in multiples of one unit From the following business day of the pricing date to two business days after the pricing date A date between January 18, 2022 (Tuesday) and January 20, 2022 (Thursday), provided that it shall be four business days after the pricing date. (13) The issue price (offer price) and the amount to be paid in (issue value) and other necessary items relating to the Primary Offering shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer. (14) The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan. Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 2 2. Secondary Offering (the “Secondary Offering through Over-Allotment”) (1) Seller and the number of investment units to be offered Mizuho Securities Co., Ltd.: 1,900 units The Secondary Offering through Over-Allotment will be conducted by Mizuho Securities Co., Ltd. aside from and in connection with the Primary Offering considering demand and other factors. The abovementioned number of investment units indicates the maximum number of investment units to be offered via the Secondary Offering through Over-Allotment. Depending on demand and other factors, there may be cases where this number of investment units is reduced or the Secondary Offering through Over-Allotment itself is not conducted. The number of investment units to be offered will be determined by a resolution of the Board of Directors on the pricing date after considering demand and other factors for the Primary Offering. (2) Offer price To be determined (It will be decided by resolution of the Board of Directors Meeting held on the pricing date, and shall be the same as the issue price (offer price) of the Primary Offering.) (3) Total offer price To be determined (4) Offering method Depending on the demand and other factors of the Primary Offering, Mizuho Securities Co., Ltd. shall offer the investment units (the “borrowed investment units”) borrowed from Tokyo Tatemono Co., Ltd., a unitholder of JPR, the maximum amount of which is 1,900 units. (5) Subscription period It shall be the same period as that of the Primary Offering. (6) Payment period of deposits for new investment units It shall be the same as the payment period of deposits for new investment units for the Primary Offering. (7) Delivery date It shall be the same day as the delivery date of the Primary Offering. (8) Deposits on subscription It shall be the same amount as the offer price. (9) Subscription unit One unit or more in multiples of one unit (10) The number of investment units to be offered and the offer price and other necessary items relating to the Secondary Offering through Over-Allotment shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer. Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 3 (11) The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan. 3. Issuance of New Investment Units through Third-Party Allotment (1) Total number of investment units to be offered 1,900 units (2) Third party and number of investment units to be issued to the third party Mizuho Securities Co., Ltd.: 1,900 units (3) Amount to be paid in (issue value) To be determined (It shall be the same price as Amount to be paid in (issue value) for the Primary Offering which shall be determined by a resolution of the Board of Directors on the pricing date.) (4) Gross proceeds (total issue value) To be determined (5) Subscription date February 15, 2022 (Tuesday) (6) Payment date February 16, 2022 (Wednesday) (7) Subscription unit One unit or more in multiples of one unit (8) Investment units for which no application for subscription has been made during the subscription period shall not be issued. (9) The amount to be paid in (issue value) and other necessary items relating to the third-party allotment shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer. (10) The issue of new investment units through the third-party allotment shall not be conducted if the Primary Offering is suspended. (11) The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan. Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 4 < For Reference> 1. Details of the Secondary Offering through Over-Allotment (1) Depending on the demand and other factors of the Primary Offering, Mizuho Securities Co., Ltd. may offer the investment units borrowed from Tokyo Tatemono Co., Ltd., a unitholder of JPR and the maximum amount of which is 1,900 units. The number of investment units to be offered through the Secondary Offering through Over-Allotment is the upper limit and may be reduced, or the Secondary Offering through Over-Allotment itself may be suspended, depending on demand and other factors. In order to cause Mizuho Securities Co., Ltd. to acquire the investment units necessary to repay the borrowed investment units by Mizuho Securities Co., Ltd. upon the Secondary Offering through Over-Allotment, JPR resolved, at the Board of Directors Meeting held on January 4, 2022 (Tuesday), that 1,900 units be issued and allocated to Mizuho Securities Co., Ltd. (the “third-party allotment”) with payment date on February 16, 2022 (Wednesday). (2) In order to apply to return of the borrowed investment units, there may be cases where Mizuho Securities Co., Ltd. may also purchase the investment units up to the number of investment units for the Secondary Offering through Over-Allotment in the Tokyo Stock Exchange (the “syndicated cover transaction”) during the period from the day following the close of the subscription period for the Primary Offering and the Secondary Offering through Over-Allotment until February 10, 2022 (Thursday) (the “syndicated cover transaction period”). All of the investment units purchased by Mizuho Securities Co., Ltd. through the syndicated cover transaction shall be used to return the borrowed investment units. Furthermore, there may be cases where Mizuho Securities Co., Ltd. does not conduct the syndicated cover transaction at all or completes the syndicated cover transaction with the number of investment units that are smaller than the number of investment units offered through the Secondary Offering through Over-Allotment, at its own judgment. (3) Moreover, Mizuho Securities Co., Ltd. may engage in stabilizing transactions related to the Primary Offering and the Secondary Offering through Over-Allotment. The investment units purchased through such stabilizing transactions may possibly be used, in whole or in part, in the return of the borrowed investment units. (4) For the number of investment units as a result of reducing the number of investment units purchased through the syndicated cover transaction and stabilizing transactions and used to return the borrowed investment units from the number of investment units for the Secondary Offering through Over-Allotment, Mizuho Securities Co., Ltd. intends to acquire the investment units by accepting the allotment of the third-party allotment. Consequently, there may be cases where there will be no subscription to the investment units offered in the third-party allotment in whole or in part, and accordingly the final number of investment units placed by the third-party allotment decrease to that extent due to forfeiture, or such allotment itself will not take place at all. Whether the Secondary Offering through Over-Allotment is exercised and the number of units to be subscribed when the Secondary Offering through Over-Allotment is exercised will be determined on the pricing date. In case the Secondary Offering through Over-Allotment is not exercised, Mizuho Securities Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 5 Co., Ltd. will not borrow the investment units from the aforementioned JPR’s unitholder. Consequently, the company will not respond or apply for the third-party allotment and the issuance of new units by the third-party allotment will not take place at all. Similarly, the syndicated cover transaction on the Tokyo Stock Exchange will not be exercised. (5) The transactions described in the above (1) to (4) will be conducted upon consultation between Mizuho Securities Co., Ltd. and SMBC Nikko Securities Co., Ltd. 2. Total Number of Issued Investment Units after New Issue 958,250 units Total number of issued investment units 38,100 units Number of new investment units to be issued in the Primary Offering 996,350 units Total number of issued investment units after the Primary Offering Increase in number of investment units through the third-party allotment 1,900 units Total number of issued investment units after the third-party allotment 998,250 units (Note) These figures are based on the assumption that the new investment units to be issued by the third-party (Note) (Note) allotment are all applied by Mizuho Securities Co., Ltd. and issued. 3. Reason for and Purpose of Issuance JPR has decided to issue new investment units in order to realize external growth through acquisition of new specified assets (as defined in Article 2, paragraph 1 of the Act on Investment Trusts and Investment Corporations of Japan (as amended)) and to expand its property acquisition capability through debt financing and further reinforce its financial base by lowering the loan to value ratio (LTV), and improve its potential of long-term stable growth. 4. Amount of Funds to be Procured, Use and Schedule (1) Amount of funds to be procured (approximate net amount JPR will obtain) 15.7 billion yen (maximum) (Note 1) The amount is the sum of the estimated 15.0 billion yen as proceeds JPR received through the Primary Offering and the maximum estimated amount of 0.7 billion yen as proceeds JPR receives through the third-party allotment. (Note 2) The above figure is an estimated amount calculated on the basis of the closing price for investment units on the Tokyo Stock Exchange on December 17, 2021 (Friday) (rounded down to the nearest 100 million yen). (2) Particulars of use of the funds to be procured and schedule JPR will use the proceeds of 15.0 billion yen (Note) from the Primary Offering as funds for the acquisition of Tokyo Tatemono Higashi Shibuya Bldg. described below and use proceeds from the issuance of new investment units through the third-party allotment (maximum of 0.7 billion yen) (Note) resolved on the same date as the Primary Offering together with the remaining amount of proceeds from the Primary Offering (if any) as part of funds for repayment of borrowings. Any additional remaining amount (if any) will be held as cash on hand and used for future acquisition Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 6 of specified assets or repayment of borrowings. Details of Tokyo Tatemono Higashi Shibuya Bldg. are described in “Notice Concerning Acquisition and Sale of Properties (Conclusion of Contracts) (Acquisition of “GRAND FRONT OSAKA” and “Tokyo Tatemono Higashi Shibuya Bldg.” and Sale of “Tokyo Tatemono Honmachi Bldg.” and “JPR Umeda Loft Bldg.”)” announced on December 23, 2021. Property Number Office A-29 Asset to be Acquired Tokyo Tatemono Higashi Shibuya Bldg. Acquisition Price (planned) (Millions of yen) Settlement Date (planned) 11,300 January, 2022 (Note) JPR will deposit the procured funds in a financial institution until the time of expenditure. 5. Designated Destination of Distribution None 6. Outlook As described in “Notice Concerning Revisions to Operating Forecasts for the Fiscal Periods Ending December 31, 2021, and June 30, 2022, and Operating Forecasts for the Fiscal Period Ending December 31, 2022” announced on December 23, 2021. (Reference) Operating Forecasts for the Fiscal Period Ended December 31, 2021, the Fiscal Period Ending June 30, 2022, and the Fiscal Period Ending December 31, 2022 Operating Revenues (millions of yen) Operating Income (millions of yen) Ordinary Income (millions of yen) Net Income (millions of yen) Distribution per Unit (excluding exceeding profit distribution per unit) (yen) Exceeding Profit Distribution per Unit (yen) 18,256 8,611 7,877 7,877 7,550 18,175 9,245 8,533 8,532 7,750 18,392 9,374 8,587 8,586 7,750 Forecasts for Fiscal Period Ended December 31, 2021 Forecasts for Fiscal Period Ending June 30, 2022 Forecasts for Fiscal Period Ending December 31, 2022 Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. － － 7 7. Operating Results of Past Three Fiscal Periods and Status of Equity Financing (1) Operating results of past three fiscal periods Fiscal Period Ended Fiscal Period Ended Fiscal Period Ended June 30, 2020 December 31, 2020 June 30, 2021 Net Income per Unit (Note 2) Distribution per Unit Actual payout ratio Net Assets per Unit 7,690 yen 7,595 yen 100.0% 8,181 yen 7,750 yen 94.7% 8,474 yen 7,657 yen 90.3% 266,984 yen 267,570 yen 268,295 yen (Note 1) As the settlement of accounts for the fiscal period ended December 31, 2021 has not been completed as of the date of this document, the operating results for the fiscal period ended June 30, 2020, fiscal period ended December 31, 2020, and fiscal period ended June 30, 2021 are indicated in “(1) Operating results of past three fiscal periods.” (Note 2) Net income per unit is calculated by dividing net income by the weighted -average number of units outstanding based on the number of days in the current fiscal period. (2) Recent status of investment unit price 1) Status in the last three fiscal periods Opening Price High Low Closing Price Fiscal Period Ended Fiscal Period Ended Fiscal Period Ended December 31, 2020 June 30, 2021 December 31, 2021 320,000 yen 346,500 yen 274,600 yen 342,000 yen 335,500 yen 450,500 yen 333,500 yen 435,000 yen 430,500 yen 439,000 yen 391,000 yen 399,000 yen (Note) For the opening price, high and low, the figures calculated based on the closing price of regular transactions of the investment units at the Tokyo Stock Exchange are indicated. 2) Status in the last six months July 2021 August September October November December Opening Price 430,500 yen 429,500 yen 410,500 yen 391,000 yen 417,500 yen 409,000 yen High Low 439,000 yen 429,500 yen 413,500 yen 417,500 yen 423,500 yen 416,500 yen 420,500 yen 399,000 yen 398,500 yen 391,000 yen 404,500 yen 397,000 yen Closing Price 428,000 yen 411,500 yen 405,000 yen 417,500 yen 404,500 yen 399,000 yen (Note) For the opening price, high and low, the figures calculated based on the closing price of regular transactions of the investment units at the Tokyo Stock Exchange are indicated. 3) Investment unit price on the business day preceding the resolution day of the issuance Opening Price High December 30, 2021 401,000 yen 402,500 yen Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 8 Low Closing Price 397,500 yen 399,000 yen (3) Status of equity financing in the past three fiscal periods Public offering Issue date Amount procured Amount to be paid in (issue value) Total number of issued investment units before the offering Number of investment units issued through the offering Total number of issued investment units after the offering Use of funds upon the offering Scheduled time of expenditure Status of use of funds 8. Other March 3, 2020 16,207,597,500 yen 459,790 yen 923,000 units 35,250 units 958,250 units Funds for the acquisition of specified assets and repayment of part of borrowings March 2020 and thereafter Allocated all the amount in the scheduled time above (1) Lock-up agreement with issuer Upon the Offering, JPR and Tokyo Realty Investment Management, Inc. have agreed with the joint lead managers that JPR will not additionally issue investment units (except for an additional issue in the case of the Primary Offering, Third-Party Allotment, split of investment units, etc.) for a period starting on the pricing date and ending on the date which is six months after the delivery date of the Primary Offering. Joint lead managers reserve the right, if both of them agree, to terminate this restriction, in whole or in part, or shorten the restriction period at their discretion. (2) Lock-up agreement with Tokyo Tatemono and unitholders Upon the Primary Offering, Tokyo Tatemono Co., Ltd. has agreed with the joint lead managers not to sell, transfer, pledge as collateral, lend or otherwise dispose of the 29,300 investment units it holds as of January 4, 2022 (Tuesday), except for lending them to Mizuho Securities Co., Ltd. for the Secondary Offering through Over-Allotment, for a period starting on the pricing date and ending on the date which is six months after the delivery date of the Primary Offering, except for the case where the joint lead managers give prior written consent. Upon the Primary Offering, certain unitholders of JPR as listed below have agreed with the joint lead managers not to sell, transfer, pledge as collateral, lend or otherwise dispose of investment units of JPR they hold as of January 4, 2022 (Tuesday) for a period starting on the pricing date and ending on the date which is six months after the delivery date of the Primary Offering in the case of Tokyo Realty Investment Management, Inc., or three months after the delivery date of the Primary Offering in the Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 9 case of Yasuda Real Estate Co., Ltd. and Taisei Corporation, except for the case where the joint lead managers give their prior written consent. The number of investment units held by each unitholder as of January 4, 2022 (Tuesday) is listed as follows. Unitholders Number of investment units held (As of January 4, 2022) Yasuda Real Estate Co., Ltd. Taisei Corporation Tokyo Realty Investment Management, Inc. Total 5,000 units 1,500 units 100 units 6,600 units Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 10 Ⅱ Cancellation of Shelf Registration for the Issuance of New Investment Units 1. Overview of Shelf Registration Subject to Cancellation (1) Date of submission of shelf registration statement (2) Destination of submission of shelf registration statement (3) Type of domestic investment securities (4) Planned issue period (5) Planned amount of issue (6) Use of proceeds December 23, 2021 Director-General of the Kanto Local Finance Bureau JPR’s investment unit One year from the scheduled date for the shelf registration to come into effect (January 5, 2022 to January 4, 2023) 16 billion yen (maximum amount) JPR plans to use the proceeds as the funds for the acquisition of specified assets and as part of funds for repayment of borrowings or as part of funds for repayment of borrowings. The proceeds, however, may be used for future acquisition of specified assets, repayment of borrowings or cash on hand. (Reference) JPR decided to undertake borrowing (10.4 billion yen) to acquire specified assets as of December 22, 2021, and to acquire specified assets and announced it as of the same date of submission of the shelf registration statement. JPR decided to submit this shelf registration statement for the issuance of new investment units as it is considering acquiring specified assets and repaying borrowings, or raising part of funds to repay borrowings through public offering of new investment units. JPR will consider the possibility of financing through issuing new investment units by taking into account changes in market conditions and other factors. 2. Results of Issuance of JPR’s Investment Unit through Shelf Registration Not applicable. 3. Reason for Cancellation of Shelf Registration Statement The shelf registration became unnecessary as JPR decided to submit a securities registration statement to the Director-General of the Kanto Local Finance Bureau today and issue investment units in accordance with the securities registration statement based on the resolution described in “I Issuance of New Investment Units and Secondary Offering” above. Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR. 11