Global One Real Estate Investment : Information under Article 23 of European Alternative Investment Fund Managers Directive (AIFMD) for U.K. 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) as implemented in their respective jurisdictions. Accordingly, you should not use this document for any other purpose.

Netherlands

The units of Global One Real Estate Investment Corporation ("GOR" or the "AIF") 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, Global Alliance Realty Co., Ltd. (the "AIFM") has submitted a notification with the Dutch Authority for the Financial Markets. The units of GOR 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, and as a consequence neither the AIFM nor GOR is subject to the license requirement pursuant to the Wft. Consequently, neither the AIFM nor GOR is subject to supervision of the Dutch Central Bank (De Nederlandsche Bank, "DNB") or the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten, the "AFM") and this Article 23 AIFMD 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. The AIFM is therefore solely subject to limited ongoing regulatory requirements as referred to in Article 42 of the AIFMD.

United Kingdom

The units of GOR 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, 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 the United Kingdom Financial Services and Markets Act 2000 ("FSMA") GOR is an unregulated collective investment scheme which has not been authorized by the FCA. Accordingly, any communication of an invitation or inducement to invest in GOR may only be made 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"; or (ii) high net worth companies falling within Articles 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (all such persons referred to under (i) and (ii) of this paragraph, together being referred to as "Relevant Persons").

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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

In addition to the restrictions under the AIFMD, the units of GOR 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 ("EEA") or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (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 the Prospectus Regulation, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the units of GOR or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the units of GOR or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.

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Article 23 (1)(a)

Objectives of	GOR is a Japanese REIT that aims to achieve the steady growth of its assets and secure stable
the AIF	profits from a medium- to long-term perspective, operate its finances in a stable manner, and
	manage its assets with the goal of maximizing the value for unitholders.
Investment	GOR invests primarily in Class-A office buildings that are located in three major metropolitan
strategy	areas in Japan (the Tokyo metropolitan area, Chubu area and Kinki area) as well as other major
	cities with populations over 500,000 that are identified as government-designated cities. The
	three key features that we look to in selecting properties are "closer," (i.e., easily accessible
	from nearby train stations), "newer" (i.e., newly or recently built) and "larger" (i.e., large
	buildings with extensive office space).
Types of assets	Real estate, real estate leasehold rights, surface rights, trust beneficiary interests in real estate,
the AIF may	and other assets.
invest in
Techniques it	The principal risks with respect to investment in GOR are as follows:
may employ	• any adverse conditions in the Japanese economy could adversely affect GOR;
and all	• risk of a significant, long-term adverse impact of the spread of COVID-19 on economic
associated risks	activities, including as a result of self-isolation measures, which may adversely affect the
	performance of the portfolio and market price of the units;

• risks related to real estate transactions such as lack of liquidity, high costs and low returns;
• risks related to the geographic concentration of many of GOR's properties in certain areas;
• risks related to suspension or termination of anticipated acquisitions or dispositions of real estate related assets;
• GOR 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;
• risks related to liquidity of trust beneficiary rights;
• the past experience of the AIFM in the Japanese real estate market is not an indicator or guarantee of the future results;
• the risk of a material adverse effect on GOR of termination of its agreement with the AIFM or a conflict of interests with the AIFM;
• GOR's reliance on the AIFM and other third party service providers could have a material adverse effect on its business;
• GOR may change its investment policy without a formal amendment of our articles of incorporation;
• there are potential conflicts of interest between GOR and GOR's related parties, including the AIFM;
• GOR's revenues largely comprise leasing revenues from the portfolio properties, which may be negatively affected by factors including vacancies, decreases in rent, and late or missed payments by tenants;
• GOR faces significant competition in seeking tenants and it may be difficult to find replacement tenants;
• increases in interest rates may increase the interest expense and adversely affect our ability to borrow, including through issuances of investment corporation bonds, and may result in a decline in the market price of the units;
• GOR may suffer large losses if any of the properties incurs damage from a natural or man-made disaster;
• any inability to obtain financing from issuance of investments units, loan and issuance of investment corporation bonds for future acquisitions could adversely affect the growth of the portfolio;

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• GOR's failure to satisfy a complex series of requirements pursuant to Japanese tax regulations would disqualify GOR from certain taxation benefits and significantly reduce the cash distributions to the unitholders; and
• the ownership rights in some of the properties may be declared invalid or limited.

In addition, GOR is subject to the following risks:

• risks related to increasing operating costs;
• risks related to the restrictive covenants under debt financing arrangement;
• risks related to entering into forward commitment contracts;
• risks related to investment in properties where GOR owns only the land or only the building;
• risks related to the use, management and disposition of the property in the form of sectional ownership (kubun shoyū) interests or co-ownership interests (kyōyū- mochibun);
• risks related to properties not in operation (including properties under development);
• risks related to the defective title, design, construction or other defects or problems in the properties;
• risks related to suffering impairment losses relating to the properties;
• risks related to decreasing tenant leasehold deposits and/or security deposits;
• risks related to tenants' default as a result of financial difficulty or insolvency;
• risks related to the insolvency of master lessor;
• risks related to relying on expert appraisals and engineering, environmental and seismic reports as well as industry and market data;
• risks related to the presence of hazardous or toxic substances in the properties, or the failure to properly remediate such substances;
• risks related to the strict environmental liabilities for the properties, and implementation of countermeasures against global warming;
• risks related to the amendment of the applicable administrative laws and local ordinances;
  risks related to investments in trust beneficiary interests, including trustees that hold real estate assets and co-ownership of trust beneficiary interests;
• risks related to the tight supervision by the regulatory authorities and compliance with applicable rules and regulations;
• risks related to treatment of AIF from legal, tax and other perspectives;
• risks related to cancellation of registration as investment corporation under the law of AIF;
• risks related to the tax authority disagreement with the AIFM's interpretations of the Japanese tax laws and regulations;
• risks related to being unable to benefit from reductions in certain real estate taxes enjoyed by qualified J-REITs;
• risks related to changes in Japanese tax laws; and
• risk of dilution as a result of further issuances of units.

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Any applicable	GOR is subject to investment restrictions under Japanese laws and regulations (e.g., the Act on
investment	Investment Trusts and Investment Corporations (the "ITA"), the Financial Instruments and
restrictions	Exchange Act (the "FIEA")) as well as its articles of incorporation.
	GOR must invest primarily in specified assets as defined in the ITA. Specified assets include, but
	are not limited to, securities, real estate, leaseholds of real estate, surface rights (chijō-ken) (i.e.,
	right to use land for the purpose of having a structure on it) or trust beneficiary interests for
	securities or real estate, leaseholds of real estate or surface rights. A listed J-REIT must invest
	substantially all of its assets in real estate, real estate-related assets and liquid assets as
	provided by the listing requirements. Real estate in this context includes, but is not limited to,
	real estate, leaseholds of real estate, surface rights, and trust beneficiary interests for these
	assets, and real estate-related assets in this context include, but are not limited to, anonymous
	association (tokumei kumiai) interests for investment in real estate. Pursuant to the ITA,
	investment corporations may not independently develop land for housing or to construct
	buildings, but may outsource such activities in certain circumstances.
Circumstances	GOR may take out loans or issue long-term or short-term investment corporation bonds for the
in which the AIF	purpose of investing in properties, conducting repairs and paying distributions, as well as for
may use	operating capital, unit repurchases and repaying debt (including security deposits, other debt
leverage	and bonds).
The types and	Loans or investment corporation bonds. Currently, all of GOR's outstanding long-term loans as
sources of	well as outstanding bonds are unsecured and unguaranteed.
leverage	Loans or investment corporation bonds in which GOR enters or GOR issues may be subject to
permitted and	restrictive covenants in connection with any future indebtedness that may restrict operations
associated risks	and limit its ability to make cash distributions to unitholders, to dispose of properties or to
	acquire additional properties. Furthermore, if GOR were to violate such restrictive covenants,
	such as with regard to loan-to-value ratios, lenders may be entitled to require GOR to
	collateralize portfolio properties or demand that the entire outstanding balance be paid.
	In the event of an increase in interest rates, to the extent that GOR has any debt with unhedged
	floating rates of interest or GOR incurs new debt, interest payments may increase, which in turn
	could reduce the amount of cash available for distributions to unitholders. Higher interest rates
	may also limit the capacity for short- and long-term borrowings, which would in turn limit GOR's
	ability to acquire properties, and could cause the market price of the units to decline.
Any restrictions	The maximum amount of each loan and corporate bond issuance will be 1 trillion yen, and the
on leverage	aggregate amount of all such debt will not exceed 1 trillion yen.
Any restrictions	No applicable restrictions/arrangements.
on collateral
and asset reuse
arrangements
Maximum level	GOR has set an upper limit of 70% as a general rule for its loan-to-value, or LTV, ratio, which is
of leverage	the ratio of (x) the aggregate principal amount of borrowings and investment corporation bonds
which the AIFM	to (y) the total assets of GOR's portfolio. GOR may, however, temporarily exceed such levels as a
is entitled to	result of property acquisitions or other events.
employ on
behalf of the
AIF

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