Samty Residential Investment : Notice Concerning Issuance of New Investment Units through Public Offering and 3rd‐Party Allotment & Secondary Offering of Investment Units

To be determined

In accordance with the method stipulated in Article 25 of the Rules Concerning Underwriting, Etc. of Securities stipulated by the Japan Securities Dealers Association, the tentative price is calculated by multiplying the closing price (if there is no closing price on that day, the closing price on the most recent day prior to that day) of Samty Residential's investment units(the "investment units") in regular trading on the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange") on any day during the period from July 19, 2021 (Monday) to July 27, 2021 (Tuesday) (the "Pricing Date"") by 0.90 to 1.00 (rounded down to the nearest yen), less the forecasted dividend per unit of 2,728 yen for the fiscal period ending July 31, 2021 (12th fiscal period), and the price shall be determined at the Board of Directors' meeting of Samty Residential to be held on the Pricing Date after taking into consideration demand and other factors.

To be determined

To be determined

To be determined at the Board of Directors' meeting of Samty Residential to be held on the Pricing Date in accordance with the method stipulated in Article 25 of the Rules Concerning Underwriting, Etc. of Securities stipulated by the Japan Securities Dealers Association. The paid‐ in amount (issue amount) refers to the amount of money received by Samty Residential as payment for new investment units per unit.

To be determined

A general offering, with Daiwa Securities Co., Ltd., SMBC Nikko Securities Inc., and Mizuho Securities Co., Ltd. (below, collectively referred to as the "joint lead managers") and Nomura Securities Co., Ltd., SBI Securities Co., Ltd., FFG Securities Co., Ltd., and Nishi‐Nippon City Tokai Tokyo Securities

July 12, 2021

For Translation Purposes Only

Real Estate Investment Trust Securities Issuer

Samty Residential Investment Corporation

1‐8‐3 Marunouchi, Chiyoda‐ku, Tokyo

Masafumi Takahashi, Executive Director

(Securities Code: 3459)

Asset Management Company:

Samty Asset Management Co., Ltd.

Masafumi Takahashi, Representative Director

Inquiries: Hidekazu Nizawa

Director

Business Management Division

Phone: +81‐3‐5220‐3841

Notice Concerning Issuance of New Investment Units through Public Offering and Third‐Party Allotment and

Secondary Offering of Investment Units

Samty Residential Investment Corporation ("Samty Residential") hereby announces that it has resolved at the Board of Directors' meeting held today concerning the issuance of new investment units through public offering and third‐ party allotment, and secondary offering of investment units, as follows.

Details

1. Issuance of New Investment Units through Public Offering (Primary Offering)

(1) Total number of57,868 units investment units to be

offered

(2) Issue price (offer price)

(3) Total issue price (total offer price)

(4) Total paid‐in amount (total issue amount)

(5) Total paid‐in amount (total issue amount)

(6) Offering method

Disclaimer: This translation is for informational purposes only. Neither Samty Residential Investment Corporation nor Samty Asset Management Co., Ltd. guarantees the accuracy or completeness of the translation. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

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		Co., Ltd. (collectively with the joint lead managers, the "underwriters") to
		purchase and underwrite all of the investment units.
(7)	Details of the	The underwriters shall purchase and underwrite the investment units at
	underwriting agreement	the issue amount to be determined on the Pricing Date, and conduct a
		primary offering at an amount (issue price) different from the issue
		amount. Samty Residential shall not pay an underwriting fee to the
		underwriters. However, an amount equal to the total paid‐in amount
		(total issue amount) shall be paid to Samty Residential on the payment date
		stated in (11) below, and the difference between the total issue price
		(total offer price) in the primary offering and the total paid‐in amount
		(total issue amount) shall be the proceeds of the underwriters.
(8)	Subscription unit	One unit or more in multiples of one unit
(9)	Subscription period	Business day immediately following the Pricing Date
(10)	Period for payment of	From the business day immediately following the Pricing Date to the
	deposit for subscription	second business day after the Pricing Date
(11)	Payment date	August 2, 2021 (Monday)
(12)	Delivery date	August 3, 2021 (Tuesday)

1. The issue price (offer price), paid‐in amount (issue amount) and other matters necessary for this issuance of new investment units shall be determined at a future Board of Directors' meeting of Samty Residential.
2. Each of the above items shall be subject to the effectiveness of the registration statement filed under the Financial Instruments and Exchange Act.

2. Issuance of New Investment Units Through Third‐Party Allotment with Daiwa Securities Group Inc. and Samty Co., Ltd. as the Allottees (Parallel Capital Increase Through Third‐Party Allotment)

(1)	Total number of	70,339 units
	investment units to be
	offered
(2)	Paid‐in amount	To be determined
	(Issue amount)	To be determined at the Board of Directors' meeting of Samty Residential
		to be held on the Pricing Date The paid‐in amount (issue amount) shall be
		the same as the issue price (offer price) in the public offering.
(3)	Total paid‐in amount	To be determined
	(total issue amount)
(4)	Method of offering or	By way of third‐party allotment.
	allotment
(5)	Allottees and number of	Daiwa Securities Group Inc. 52,634 units
	investment units to be	Samty Co., Ltd.	17,705 units
	allotted
(6)	Subscription unit	One unit or more in multiples of one unit
(7)	Subscription period	The subscription period shall be the same as the subscription period for the
		public offering.
(8)	Payment date	The payment date shall be the same as the payment date for the public
		offering.
(9)	Offering trustee	Daiwa Securities Co. Ltd.

1. If the public offering is canceled, the parallel third‐party allotment will also be canceled.
2. The paid‐in amount (issue amount) and other matters necessary for the issuance of new investment units through the parallel third‐party allotment shall be determined at a future Board of Directors' meeting of Samty Residential.
3. Each of the above items shall be subject to the effectiveness of the registration statement filed under the Financial Instruments and Exchange Act.

3. Secondary offering of investment units (Over‐Allotment) (Please refer to 1. below.)

(1)	Number of investment	2,893 units
	units to be sold	The above number of investment units to be sold represents the maximum
		number of investment units to be sold in the secondary offering through
		over‐allotment to be conducted by Daiwa Securities Co., Ltd., and the

Disclaimer: This translation is for informational purposes only. Neither Samty Residential Investment Corporation nor Samty Asset Management Co., Ltd. guarantees the accuracy or completeness of the translation. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

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		number of units to be offered in the secondary offering by way of over‐
		allotment may be reduced, or the secondary offering by way of over‐
		allotment itself may be canceled, depending on demand and other
		conditions. The number of investment units to be sold shall be determined
		at the Board of Directors' meeting of Samty Residential to be held on the
		Pricing Date, taking into consideration the demand for the primary offering
		and other factors.
(2)	Seller	Daiwa Securities Co. Ltd.
(3)	Selling price	To be determined
		To be determined at the Board of Directors' meeting of Samty Residential
		to be held on the Pricing Date The selling price shall be the same as the
		issue price (offer price) in the public offering.
(4)	Total amount to be sold	To be determined
(5)	Sales method	In addition to the primary offering, Daiwa Securities Co., Ltd. will conduct
		a secondary offering of investment units borrowed from Samty Co., Ltd., a
		unitholder of the Samty Residential, in an amount not to exceed 2,893
		units, separately from the primary offering, taking into account market
		demand and other conditions.
(6)	Subscription unit	One unit or more in multiples of one unit
(7)	Subscription period	The subscription period shall be the same as the subscription period for the
		public offering.
(8)	Period for payment of	The period for payment of the deposit for subscription shall be the same as
	deposit for subscription	the period for the primary offering.
(9)	Delivery date	The delivery date shall be the same as the delivery date in the primary
		offering.

1. If the public offering is canceled, the secondary offering by way of over‐allotment will also be canceled.
2. The selling price and other matters necessary for the secondary offering of the investment units shall be determined at a future Board of Directors' meeting of Samty Residential.
3. Each of the above items shall be subject to the effectiveness of the registration statement filed under the Financial Instruments and Exchange Act.

4. Issuance of New Investment units through Third‐Party Allotment with Daiwa Securities Co., Ltd. as the Allottee (Capital Increase Through Third‐Party Allotment) (Please refer to 1. Below.)

(1)	Number of investment	2,893 units
	units offered
(2)	Paid‐in amount	To be determined
	(Issue amount)	To be determined at the Board of Directors' meeting of Samty Residential
		to be held on the Pricing Date The paid‐in amount (issue amount) shall be
		the same as the paid‐in amount (issue amount) in the primary offering.
(3)	Total paid‐in amount	Undetermined
	(total issue amount)
(4)	Allottees and number of	Daiwa Securities Co. Ltd.	2,893 units
	investment units to be
	allotted
(5)	Subscription unit	One unit or more in multiples of one unit
(6)	Subscription period	August 23, 2021 (Monday)
	(Subscription deadline)
(7)	Payment date	August 24, 2021 (Tuesday)

1. The issuance of investment units that have not been applied for by the subscription period (subscription deadline) stated in (6) above shall be canceled.
2. In the event that the primary offering is canceled, the issuance of new investment units by way of third‐ party allotment will also be canceled.

1. The paid‐in amount (issue amount) and other matters necessary for the issuance of new investment units by way of the third‐party allotment shall be determined at a future Board of Directors' meeting of Samty Residential.
2. Each of the above items shall be subject to the effectiveness of the registration statement filed under the Financial Instruments and Exchange Act.

Disclaimer: This translation is for informational purposes only. Neither Samty Residential Investment Corporation nor Samty Asset Management Co., Ltd. guarantees the accuracy or completeness of the translation. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

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[Reference]

1. Secondary offering through over‐allotment, etc.

In addition to the primary offering, Daiwa Securities Co., Ltd. will conduct a secondary offering of investment units (secondary offering through over‐allotment) borrowed from Samty Co., Ltd., a unitholder of Samty Residetial, in an amount not to exceed 2,893 units (below, "borrowed investment units"), separately from the primary offering, taking into account market demand and other conditions. The number of investment units to be offered in the secondary offering through over‐allotment represents the maximum number of investment units to be sold, and the number of units to be offered in the secondary offering by way of over‐allotment may be reduced, or the secondary offering by way of over‐allotment itself may be canceled, depending on demand and other conditions.

In connection with the secondary offering through over‐allotment, in order to have Daiwa Securities Co., Ltd. acquire the investment units necessary to return the borrowed investment units, the Board of Directors' meeting of Samty Residential, held on July 12, 2021 (Monday), resolved to conduct a third‐party allotment of 2,893 investment units to Daiwa Securities Co, Ltd. as the allottee, with August 24, 2021 (Tuesday) as the payment date.

Daiwa Securities Co., Ltd. may conduct stabilizing transactions with respect to the investment units during the subscription period of the primary offering and secondary offering through over‐allotment (below, "subscription period"), and may allocate all or part of the investment units purchased through such stabilizing transactions to return the borrowed investment units. In addition, Daiwa Securities Co., Ltd. may also purchase investment units up to the number of investment units for the secondary offering through over‐allotment on the Tokyo Stock Exchange (a "syndicate cover transaction") for the purpose of returning the borrowed investment units during the period from the day following the subscription period to August 19, 2021 (Thursday) (below, the "syndicate cover transaction period"). All of the investment units purchased by Daiwa Securities Co., Ltd. through the syndicated cover transaction will be used to return the borrowed investment units. During the syndicate cover transaction period, Daiwa Securities Co., Ltd. may, at its discretion, decide not to conduct the syndicate cover transaction at all or to terminate the syndicate cover transaction at a number of units that does not reach the number of units to be offered in the secondary offering by way of over‐allotment.

Daiwa Securities Co., Ltd. plans to accept the allotment under the third‐party allotment and acquire the number of investment units obtained by subtracting the number of investment units purchased through stabilizing transactions and syndicated cover transactions and used to return the borrowed investment units from the number of investment units for the secondary offering through over‐allotment. For this reason, all or a part of the number of shares to be issued under the third‐party allotment may not be subscribed for, and as a result, the final number of shares to be issued under the third‐party allotment may be reduced to the extent thereof due to forfeiture, or the issuance itself may not take place at all.

Whether or not the secondary offering through over‐allotment will be conducted, and the number of investment units to be sold if the secondary offering through over‐allotment is conducted, will be determined on the Pricing Date. In the event that the secondary offering through over‐allotment is not conducted, the borrowing of the investment units by Daiwa Securities Co., Ltd. from Samty Co., Ltd., a unitholder of the above‐ mentioned Investment Corporation, the third‐party allotment and the syndicate cover transaction on the Tokyo Stock Exchange will also not be conducted.

With respect to the above transactions, Daiwa Securities Co., Ltd. will perform them upon consultation with SMBC Nikko Securities Inc.

2. Changes in Number of Investment Units Outstanding after these Issuances of New Investment units
Total number of Investment Units outstanding at present	639,300 units
Number of Investment Units to be issued through primary offering	57,868 units
Total number of Investment Units outstanding after issuance through	697,168 units
primary offering
Number of Investment Units to be issued through parallel third‐party	70,339 units	(Notes)
allotment
Total number of Investment Units outstanding after issuance through	767,507 units	(Notes)
parallel third‐party allotment
Number of Investment Units to be issued through by way of third‐party	2,893 units	(Notes)
allotment
Total number of Investment Units outstanding after issuance through by	770,400 units	(Notes)
way of third‐party allotment

(Note) With respect to the number of investment units to be increased through the issuance of new investment units by way of a parallel

Disclaimer: This translation is for informational purposes only. Neither Samty Residential Investment Corporation nor Samty Asset Management Co., Ltd. guarantees the accuracy or completeness of the translation. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

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third‐party allotment, the figures represent the number of investment units to be increased if the allottees accept the allotment of 52,634 units and 17,705 units to Daiwa Securities Group Inc. and Samty Co., Ltd., respectively. The number of new investment units to be issued by the third‐party allotment is the number of units to be issued if all the new investment units are subscribed for and issued by Daiwa Securities Co, Ltd. For this reason, all or a part of the number of shares to be issued under the third‐party allotment may not be subscribed for, and as a result, the final number of shares to be issued under the third‐party allotment may be reduced to the extent thereof due to forfeiture, or the issuance itself may not take place at all. For details, see "1. Secondary offering by way of over‐allotment, etc." above.

3. Purpose and Reason for the Issuance

Samty Residential decided to issue new investment units in consideration of market trends, the level of distributions per unit, liquidity of investment units and other factors, with the aim of securing stable profitability over the medium to long term, steady growth of the portfolio and strengthening of the financial base through proceeds from issuance of new investment units and the acquisition of new specified assets (as defined in Article 2, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (below, the "Investment Trusts Act"); the same applies below).

4. Amount of funds to be Procured, Use of Proceeds, and Scheduled Expenditure Date

1. Amount of funds to be procured (approximate net proceeds)

15,799,435,500 yen (maximum)

(Note) This is the total of 6,834,210,800 yen in proceeds from the primary offering, 8,623,561,400 yen in proceeds from the parallel third‐party allotment, and the maximum 341,663,300 yen in proceeds from the issuance of new investment units through the third‐party allotment. The above‐mentioned amount is an estimated amount calculated based on the closing price of the regular trading of the investment units on the Tokyo Stock Exchange as of July 2, 2021 (Friday).

(2) Specific use and scheduled outlay of funds to be procured

The proceeds from this public offering and the parallel third‐party allotment (below, "public offering, etc.") will be used to partially fund the acquisition of the specified assets that Samty Residentail plans to acquire (below, the "assets to be acquired"), as described in the "Notice Concerning Acquisition of Properties" released today. In addition, the maximum amount of proceeds from the issuance of new investment units through the third‐party allotment shall be allocated to a part of the expenses associated with the acquisition of the assets to be acquired. Any remaining funds will be used as cash reserves and will be appropriated to a part of the funds for future acquisition of specified assets.

For details of the assets to be acquired, please refer to the "Notice Concerning Acquisition of Properties" announced today.

5. Designation of Party to Receive Allocation Not applicable.

Note that a parallel third‐party allotment will be conducted in parallel with the public offering. In connection with the parallel third‐party allotment, Samty Residential has complied with the request from the underwriters of the primary offering in accordance with Article 2, Paragraph 3 of the Rules Concerning Allocation to Customers Pertaining to Underwriting, Etc. of Securities stipulated by the Japan Securities Dealers Association, and even if the issuance of new shares by way of a parallel third‐party allotment is conducted as a parent‐offering (meaning an offer to sell to a party designated by the issuer, including substantially similar acts such as suggesting a party to sell to) in a general offering, it falls under the exceptions to the prohibition of parent‐offering stipulated in Article 2, Paragraph 2 of the Rules. In the event that the public offering is canceled, the parallel third‐party allotment will also be canceled.

6. Future Outlook

Please refer to the press release "Notice Concerning Revisions to the Forecast of Management Status and Distribution per Unit for the 13th Fiscal Period Ending January 2022 and Forecast of Management Status and Distribution per Unit for the 14th Fiscal Period Ending July 2022 " announced today.

7. Operating Conditions of Equity Finance during the Three Most Recent Fiscal Periods

1. Operating conditions of the three most recent fiscal periods

	(9th fiscal period)	(10th fiscal period)	(11th fiscal period)
	Fiscal period ended	Fiscal period ended	Fiscal period ended
	January 2020	July 2020	January 2021
Net Income per Unit (Note 1)	2,582 yen	2,443 yen	3,143 yen
Distribution per Unit	2,877 yen	2,834 yen	3,333 yen
Payout Ratio (Note 2)	100.0%	100.0%	100.0%

Disclaimer: This translation is for informational purposes only. Neither Samty Residential Investment Corporation nor Samty Asset Management Co., Ltd. guarantees the accuracy or completeness of the translation. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

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