AEON REIT Investment : Information under Article 23 of European Alternative Investment Fund Managers Directive (AIFMD) for UK and Dutch Investors

Disclaimer

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information under Article 23 of the European Alternative Investment Fund Managers Directive (European Directive 2011/61/EU) (the "AIFMD") as implemented in their respective jurisdictions. Accordingly, you should not use this document for any other purpose.

Prohibition of Sales to EEA Retail Investors

In addition to the restrictions under the AIFMD, the units of AEON REIT Investment Corporation ("AEON REIT" or the "AIF") are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point

1. of Article 4(1) of Directive 2014/65/EU, as amended (the "MiFID II"), including any client, beneficiary, principal, or similar of any person acting as a trustee, agent, nominee, or similar; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). Consequently no key information document has been prepared required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the units of AEON REIT or otherwise making them available to retail investors in the EEA. Therefore offering or selling the units of AEON REIT, or otherwise making them available, to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors

In addition to the restrictions under the AIFMD, as retained by the United Kingdom in its domestic laws, the units of AEON REIT are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes of this provision, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;

or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the EUWA; and the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe the international units. Consequently no key information document required by Regulation (EU) No 1286/2014, as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"), for offering or selling the units or otherwise mak ing them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the units or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

United Kingdom

The units of AEON REIT are being marketed in the United Kingdom pursuant to Article 59 of the United Kingdom Alternative Investment Fund Managers Regulations 2013. In accordance with this provision, AEON Reit Management Co., Ltd. (the "AIFM") has notified the Financial Conduct Authority (the "FCA") of its intention to offer these units in the United Kingdom. For the purposes of FSMA, AEON REIT is an unregulated collective investment scheme which has not been authorized by the FCA . Accordingly, any communications of an invitation or inducement to invest in AEON REIT may be made only to: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or "the Order"; (ii) high net worth companies, unincorporated associations or other entities falling within Articles 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this document and its contents are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. The transmission of this document and its contents in the United Kingdom to any person other than a Relevant Person is unauthorized and may contravene the FSMA and other United Kingdom securities laws and regulations.

European Economic Area and United Kingdom Investors

The AIFMD was adopted on June 8, 2011 and was required to be implemented by each Member State of the EEA into its national legislation by July 22, 2013. The units of AEON REIT may not be marketed (within the meaning given to the term "marketing" under the AIFMD), and the Communication may not be conducted, to prospective investors domiciled or with a registered office in any Member State of the EEA or the United Kingdom unless: (i) the units of AEON REIT may be marketed under any national

private placement regime (including under the AIFMD) or other exemption in that Member State or the United Kingdom (as applicable); or (ii) the units of AEON REIT can otherwise be lawfully marketed or sold in that Member State or the United Kingdom (as applicable) in circumstances in which the AIFMD does not apply, provided that any such offer or sale is not made to a retail investor as described above. We have made a notification to each of the Netherlands Authority for the Financial Markets and the United Kingdom Financial Conduct Authority pursuant to Article 42 of the AIFMD in order to market the units of AEON REIT in the Netherlands and the United Kingdom, respectively.

Netherlands

The units of AEON REIT are being marketed in the Netherlands under Section 1:13b of the Dutch Financial Supervision Act (Wet op het financieel toezicht, or the "Wft"). In accordance with this provision, AEON Reit Management Co., Ltd. (the "AIFM") has notified the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") of its intention to offer these units in the Netherlands. The units of AEON REIT will not, directly or indirectly, be offered, sold, transferred or delivered in the Netherlands, except to or by individuals or entities that are qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Wft. As a consequence, neither the AIFM nor AEON REIT is subject to the license requirement for investment institutions (beleggingsinstellingen) or their managers pursuant to the Wft. Consequently, the AIFM and AEON REIT are only subject to the supervision of the Dutch Central Bank (De Nederlandsche Bank, "DNB") or the AFM for the compliance with the ongoing regulatory requirements as referred to in the Dutch law implementation of article 42 of the AIFMD. According to Article 23 the prospectus is not subject to approval by the AFM. No approved prospectus is required to be published in the Netherlands pursuant to Article 3 of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended and applicable in the Netherlands.

	Article 23 (1)(a)
	Objectives of the AIF	AEON REIT Investment Corporation ("AEON REIT" or the "AIF") intends to invest primarily
			in retail and related properties managed by Aeon Group, which has successfully developed
			its retail business as an integral part of the communities in which it operates. AEON REIT
			believes that these properties and facilities form the backbone of the local communities
			and their retail business infrastructure. AEON REIT aims to ensure stable income in the
			medium to long term and steady portfolio growth by investing in retail and related
			properties that contribute to betterment of individual lives and local communities.
			Please also see AEON REIT's "Portfolio Growth".
	Investment strategy	AEON REIT aims to achieve its objectives through the following strategies:
			• Leverage the collective strength of Aeon Group. AEON REIT intends to leverage
			support and know-how provided by Aeon Group. To this end, AEON REIT has
			entered into support agreements with Aeon Group, and as such, believes that it
			will be able to maintain rich property acquisition channels, as well as fully utilize
			the retail property development, management and acquisition know-how that
			Aeon Group has cultivated. In addition, by entering into a trademark license
			agreement with AEON CO., LTD., AEON REIT can take advantage of the brand
			value of Aeon Group.
			• Utilize external growth strategies. AEON REIT intends to leverage the support
			provided by the Aeon Group, the unique experience and networks of the officers
			and employees of the Asset Manager, AEON Reit Management Co., Ltd. (the
			"AIFM"), and the stable growth of AEON REIT's portfolio to maximize external
			growth opportunities over the medium to long term.
			• Utilize internal growth strategies. AEON REIT intends to leverage master lease and
			pipeline support agreements with Aeon Group to minimize risks specific to retail
			properties and obtain stable cash flow. With respect to its acquisition of each of
			the retail properties managed by Aeon Group, AEON REIT's policy is to enter into a
			master lease agreement, which leases the entire property, with the applicable
			Aeon Group company as the tenant.
			Please also see AEON REIT's "Growth Strategy".
	Types of assets the AIF	Real estate, including trust beneficiary interests entrusting real estate, real estate-backed
	may invest in	securities, specified assets and other assets. As provided for in the Order for Enforcement
			of the Act on Investment Trusts and Investment Corporations, AEON REIT may also acquire
			equity interests in corporations holding overseas real estate.
			Please also see AEON REIT's "Articles of Incorporation".
	Techniques it may	AEON REIT focuses on investing in large-scale retail properties, which comprises more
	employ and all	than 80% of its portfolio. While primarily investing in properties in Japan, AEON REIT also
	associated risks	invests overseas.

The principal risks with respect to investment in AEON REIT are as follows:

• any adverse conditions in the Japanese economy could adversely affect AEON REIT;
• AEON REIT is dependent on Aeon Group for substantially all of its rental income; therefore, its financial condition and ability to make distributions to unitholders may be adversely affected by lease terminations by, the bankruptcy or insolvency of, or a downturn in the business of Aeon Group;
• AEON REIT 's reliance on Aeon Group could have a material adverse effect on the business;
• there are potential conflicts of interest between AEON REIT and Aeon Group as well as the asset manager, AEON Reit Management Co., Ltd. (the "AIFM");
• as the first J-REIT to hold property outside of Japan, AEON REIT is subject to uncertainties to which other J-REITs may not be subject, which may make it difficult to evaluate its prospects;
• AEON REIT may not be able to acquire properties to execute the growth and investment strategy in a manner that is accretive to earnings;
• illiquidity in the real estate market may limit the ability to grow or adjust the portfolio;
• the past experience of the AIFM in the Japanese real estate market is not an indicator or guarantee of future results;
• the high concentration of retail properties in AEON REIT's portfolio may entail special risks not shared by J-REITs that invest in a more diversified range of real estate or real estate-related assets;
• any inability to obtain financing for future acquisitions could adversely affect the growth of the portfolio;
• liquidity and other limitations on AEON REIT's activities under debt financing arrangements may adversely affect its business, financial condition and results of operations;
• increases in prevailing market interest rates may increase AEON REIT's interest expense and may result in a decline in the market price of its units;
• a high LTV ratio may increase AEON REIT's exposure to changes in interest rates and have a material adverse effect on its business, financial condition and results of operations;
• AEON REIT may suffer impairment losses relating to its properties; and
• decreases in master lessees' leasehold deposits and/or security deposits may increase AEON REIT's funding costs.

In addition, AEON REIT is subject to the following risks:

• AEON REIT's master lease provides for fixed rents and increases in operating costs may adversely affect its business;