CRE Logistics REIT : Notice Concerning Changes to Articles of Incorporation (Changes to Asset Management Fees, etc.) and Appointment of Directors

August 15, 2022

For Immediate Release

Name of REIT Issuer:

CRE Logistics REIT, Inc.

2-10-1, Toranomon, Minato-ku, Tokyo, Japan

Tsuyoshi Ito, Executive Director

(TSE Code: 3487)

Asset Manager

CRE REIT Advisers, Inc.

Tsuyoshi Ito, President

Person of Contact:

Hirohisa Toda, Executive Officer, Head of

Corporate Planning and General Affairs

Tel: [phone]

Notice Concerning Changes to Articles of Incorporation (Changes to Asset

Management Fees, etc.) and Appointment of Directors

CRE Logistics REIT, Inc. (hereinafter "CRE REIT") announces that it has decided to discuss changes to its Articles of Incorporation and the appointment of directors at its 6thGeneral Meeting of Unitholders (hereinafter "General Meeting of Unitholders") scheduled to be held on September 28, 2022. Details are as follows.

The following matters will take effect upon approval at the General Meeting of Unitholders.

1. Main Content and Reasons for Changes to Articles of Incorporation

(1) Article 9, Paragraph 2

Changes shall be made to the convocation timing of the General Meeting of Unitholders to adjust the timing of future meetings and to convene the General Meeting of Unitholders on September 15, 2024 and alternate years thereafter.

(2) Article 9, Paragraph 5

The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019) are due to come into effect on September 1, 2022, and changes to articles of incorporation stating that electronic provision measures shall be taken will be deemed to have been made as of said date. Accordingly, CRE REIT will stipulate such changes to make sure.

(3) Article 15, Paragraph 3 and 4

Pursuant to Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951 and subsequent amendments), CRE REIT had established provisions, in the current Article 15, to the effect that if a unitholder does not attend a unitholders' meeting and does not exercise their voting right, that unitholder is deemed to vote in favor of proposals submitted at the unitholders' meeting (excluding a case of conflicting proposals, which is when more than one proposal is submitted and these proposals are in conflict with each other, both proposals are excluded) (so-

1

called deemed votes in favor system). However, due to the difficult nature of submitting conflicting proposals and the possibility that if the deemed votes in favor system is applied, without modification, to a proposal causing significant impact on unitholders' interests or the Investment Corporation's governance structure, etc. or a proposal having a high potential of causing a material conflict of interest between the unitholders and directors of the Investment Corporation or the Asset Managing Company, it may result in a conclusion that does not necessarily conform to the intent of a majority of unitholders. Also, considering recent discussions on unitholder proposals submitted by minority unitholders, changes shall be made to enable non-application of the deemed votes in favor system when unitholders who satisfy specific eligibility requirements or when CRE REIT issues a prior contrary intention to such proposal ("Subject Proposals") based on a prescribed procedure.

Subject Proposals shall be (i) appointment or dismissal of Executive Directors or Supervisory Directors,

1. conclusion or cancellation of an asset managementagreement with an asset management company,
2. dissolution, (iv) consolidation of investment units, (v) exemption from liability for Executive Directors, Supervisory Directors or accounting auditor, and (vi) proposals regarding approval of absorption-type merger agreement or consolidation-type merger agreement.

In consideration of fairness and impartiality, the subject entities that may be able to issue prior contrary intention shall be CRE REIT or unitholders who continuously hold for six months or longer no less than one-hundredth of total investment units issued.

Requirements for the procedure for issuing contrary intention shall be (i) for a unitholder who satisfies specific eligibility requirements, notification to CRE REIT (both CRE REIT and the convener if the convener is a person other than Executive Director or Supervisory Director) within a specific period of time and (ii) for CRE REIT, the inclusion of the relevant provisions in the convocation notice or an announcement on its webpage.

Partial exemptions to the application of the deemed votes in favor system shall be established based on the above, and the necessary changes shall be made to provide for such exemptions in the deemed votes in favor system.

1. Article 16, Paragraph 1

Both with respect to a General Meeting of Unitholders convened on September 15 or without delay thereafter in alternate years pursuant to the provisions of the first sentence of Article 9, Paragraph 2 of the current Articles of Incorporation and any other General Meeting of Unitholders convened pursuant to the second sentence of said paragraph, changes shall be made stating that on the convocation of a General Meeting of Unitholders, setting a date not more than three months after the end of the fiscal period as the date of the meeting respectively, as provided for in Article 38 of the current Articles of Incorporation, the record date for unitholders who are entitled to exercise rights at such General Meeting of Unitholders shall be set as the end of the relevant fiscal period.

(5) Article 28

As our asset scale expands, it is expected that auditing operations of, and the remuneration paid to, the accounting auditor will increase. Accordingly, changes shall be made to the upper limit of the remuneration for audit services. Moreover, changes shall be made to clearly establish that the remuneration for audit services shall be paid at an appropriate time following the completion of audit

2

services.

(6) Article 31, Paragraph 1

Regarding land for investment, changes shall be made to clearly establish that not only the land on which logistics facilities or facilities other than logistics facilities are located but other land that can be used for logistics facilities shall be subject to investment.

(7) Article 36, Paragraph 1, Item 7 and 8

With the application of the Accounting Standard for Financial Instruments (Accounting Standards Board of Japan Statement No.10) revised on July 4, 2019 (including related accounting standards and application guidelines which were newly established or revised), necessary changes shall be made to asset evaluation methods.

(8) Supplementary Provisions, Article 1

The provisions on measures for the electronic provision of reference materials for the General Meeting of Unitholders outlined in (2) above shall not apply to a General Meeting of Unitholders held on a date which is not more than six months after September 1, 2022. Accordingly, the necessary provisions stipulating the period during which the changes to the Articles of Incorporation shall not apply pertaining to (2) above will be established in the Supplementary Provisions. This Article shall be deleted after the expiration of specified periods.

(9) Supplementary Provisions, Article 2

The new method of calculating asset management fees described in (10) below will be introduced by CRE REIT on January 1, 2023, the beginning of the fiscal period ending June 30, 2023. Accordingly, the necessary provisions regarding effective date of changes to the Articles of Incorporation shall be established in the supplementary provisions relating to (10) below. This Article shall be deleted after the expiration of specified periods.

1. Annex: Asset management fees for the Asset Management Company

1. Provisions setting an upper limit on the percentage of the acquisition fee payable to the Asset Management Company shall be deleted and a fixed percentage shall be adopted.
2. For the purpose of increasing the link between amounts of asset management fees for the Asset

Management Company and the unitholder's profit, the percentage of Management Fee 1 linked to the total assets of CRE REIT shall be reduced from up to 0.325% to 0.30%. Moreover, Management Fee 2 linked to the net income of CRE REIT shall be consolidated to Management Fee 3, which is linked with the net income per unit of CRE REIT, and the calculation formula for Management Fee 2 shall be changed.

1. In association with the consolidation of Management Fee 2 and Management Fee 3, the existing provisions regarding the time of payment of Management Fee 3 shall be deleted.

1. In addition to the above, words and phrases will be revised to arrange the articles.

2. Appointment of Directors

Executive Director Tsuyoshi Ito and Supervisory Directors Kensuke Isobe and Kenichi Nakamura have offered to leave office temporarily on September 30, 2022 to adjust their term of office. Accordingly, a proposal will be submitted regarding the appointment of one executive director (candidate: Tsuyoshi Ito

3

(Note 1)) and two supervisory directors (candidates: Kensuke Isobe and Kenichi Nakamura) on October 1, 2022. Under this proposal, the term of office of the executive director and the supervisory directors shall be two years commencing October 1, 2022 pursuant to the provisions of Article 19, Paragraph 2 of the current Articles of Incorporation.

In addition, a proposal for the appointment of one substitute executive director (candidate: Hirohisa Toda (Note 2)) will be submitted in case the executive director position becomes vacant or the number of executive directors falls below that stipulated by law.

Moreover, a proposal for the appointment of one substitute supervisory director (candidate: Ayako Nakao) will be submitted in case the supervisory director position becomes vacant or the number of supervisory directors falls below that stipulated by law

(Note 1) The abovementioned executive director candidate Tsuyoshi Ito is President of CRE REIT Advisers, Inc., which is the Asset Management Company of CRE REIT.

(Note 2) The abovementioned substitute executive director candidate is Executive Officer, Head of Corporate Planning and General Affairs of CRE REIT Advisers, Inc., which is the Asset Management Company of CRE REIT.

3. Schedule of the General Meeting of Unitholders, etc. August 15, 2022:

Resolve at the Board of Directors to submit proposals to the General Meeting of Unitholders September 12, 2022:

Send Notice Concerning Convocation of the General Meeting of Unitholders (planned) September 28, 2022:

Hold the General Meeting of Unitholders (planned)

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

4