Heiwa Real Estate REIT : Notice Concerning Determination of Prices, etc. for Issuance of New Investment Units and Secondary Offering of Investment Units

May 25, 2023

This notice is the English translation of the Japanese announcement on May 25, 2023

REIT Issuer

HEIWA REAL ESTATE REIT, Inc.

5-1 Nihonbashi Kabuto-cho,Chuo-ku, Tokyo

Aya Motomura, Executive Director

(Securities Code: 8966)

Asset Management Company

HEIWA REAL ESTATE Asset Management CO., LTD.

Masanori Hirano, Representative Director, President and Chief Executive Officer Inquiries: Junichi Kawamura, Managing Officer and General Manager of Planning & Finance Department TEL. [phone]

Notice Concerning Determination of Prices, etc. for Issuance of New Investment Units and Secondary Offering of

Investment Units

HEIWA REAL ESTATE REIT, Inc. (hereinafter referred to as "REIT") announces that it has determined the issue price and the secondary offer price, among others, at a meeting of its Board of Directors held today, in reference to the issuance of new investment units and the secondary offering of investment units resolved at a meeting of its Board of Directors held on May 22, 2023. Details are as follows.

Details
1. Issuance of new investment units through public offering (Primary Offering)
（1） Issue price (offer price)	Per unit	148,239 yen
（2） Total amount of issue price (total offer price)	5,114,245,500 yen
（3） Amount to be paid (issue value)	Per unit	143,449 yen
（4） Total amount to be paid (total issue value)	4,948,990,500 yen
（5） Subscription period	May 26, 2023 (Friday)
（6） Payment period for deposit in securities	May 26, 2023 (Friday) to May 29, 2023 (Monday)
（7） Payment date	June 1 ,2023 (Thursday)
（8） Delivery date	June 2, 2023 (Friday)

Note: The underwriters will purchase and underwrite at the amount to be paid (issue value) and make the offering at the issue price (offer price)

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2. Secondary offering of investment units (Secondary offering through over-allotment)

（1）	Number of the secondary offering of		1,700 units
investment units
（2） Secondary offer price	Per unit	148,239 yen
（3） Total amount of secondary offer price		252,006,300 yen
（4） Subscription period	May 26, 2023 (Friday)
（5） Payment period for deposit in securities	May 26, 2023 (Friday) to May 29, 2023 (Monday)
（6） Delivery date	June 2, 2023 (Friday)
3. Issuance of new investment units through Third-party allotment
（1） Amount to be paid (issue value)	Per unit	143,449 yen
（2）	Total amount to be paid (issue value)		243,863,300 yen
(maximum)
（3） Subscription period (Subscription date)	June 26, 2023 (Monday)
（4） Payment date	June 27, 2023 (Tuesday)

Note: Investment units for which no subscription is made during the subscription period (subscription date) set forth in (3) above will not be issued.

【Reference】
1. Calculation of the issue price and secondary offer price
（1） Calculation reference date	May 25, 2023 (Thursday)
（2）	Unit price (closing price)	155,200 yen
（3）	Discount rate	2.50%

Note: It is calculated after deducting a projected distribution per investment unit of 3,160 yen (excluding distributions in excess of projected earnings) for the fiscal period ended May 2023 from the closing price of ordinary transactions of investment units of the Investment Corporation on the Tokyo Stock Exchange as of the calculation reference date.

2. Syndicate Cover Transaction Period

From May 27, 2023 (Saturday) to June 23, 2023 (Friday)

3. Specific use of proceeds and expected disbursement date

Proceeds in the primary offering (4,948,990,500 yen) will be used to partially fund acquisitions of specified assets (within the meaning of Article 2, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951), as amended. Hereinafter the same shall apply) and to repay borrowings made as of April 27, 2023, in whole or in part. Any remaining balance will be kept as part of cash reserves to be used for future acquisitions of specified assets. The maximum amount (243,863,300 yen) of proceeds from the issuance of new investment units through the third-party allotment resolved on the same day as the primary offering will be used for part of the expenses associated with the acquisition of specified assets, those associated with the primary offering and those associated with the issuance of new investment units through the third-party allotment. The REIT will treat the remainder as a cash reserve, and allocate it as a portion of the funds it will spend on the future acquisition of specified assets if any balance is left.

For details about the specified assets, please see the "Notice Concerning Acquisition of Assets (Kitahama 1-Chome Heiwa Building and Heiwa Real Estate Kitahama Building)" and "Notice Concerning of Early Repayment of Loan" dated May 22, 2023.

(Note) The amount to be procured will be deposited into accounts with financial institutions until the expenditure is made.

• Investment Corporation Website:https://www.heiwa-re.co.jp/en/

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