SOSiLA Logistics REIT : Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units

November 16, 2021

FOR IMMEDIATE RELEASE

Issuer of REIT Securities

1-17-10, Kyobashi, Chuo-ku, Tokyo

SOSiLA Logistics REIT, Inc.

Representative	Nobuhiko Matsumoto,
	Executive Director
	(Securities Code: 2979)
Asset Management Company
Sumisho Realty Management Co., Ltd.
Representative	Hideki Yano, President & CEO
Inquiries	Tomoaki Sato,
	General Manager, REIT Management
	Department

TEL: [phone]

Notice Concerning Issuance of New Investment Units

and Secondary Offering of Investment Units

SOSiLA Logistics REIT, Inc. ("SLR") hereby announces that at a meeting of its board of directors held on November 16, 2021, a resolution was adopted to issue new investment units and a secondary offering of investment units as follows.

1. Issuance of New Investment Units (Public Offering)

(1)	Number of investment	66,600 units
	units to be offered
(2)	Issue amount	To be determined
	(amount to be paid)	The issue amount (amount to be paid) shall be determined at the board of directors
		meeting to be held on a date between Thursday, November 25, 2021, and Tuesday,
		November 30, 2021 (the "Issue Price Determination Date"). The issue amount
		(amount to be paid) is the per unit amount that SLR will receive for one new SLR
		investment unit.
(3)	Net proceeds	To be determined
(4)	Issue price	To be determined
	(offer price)	The issue price (offer price) shall be determined on the Issue Price Determination
		Date, taking demand conditions and other factors into account and using the

provisional price to be calculated as follows: (i) if the Issue Price Determination Date is Thursday, November 25, 2021 or Friday, November 26, 2021, the provisional price will be equal to the closing price in regular trading of the investment units of SLR ("Investment Units") on the Tokyo Stock Exchange, Inc. ("TSE") on the Issue Price Determination Date (or if there is no closing price on that day, the closing price on the most recent day preceding that day) after deducting the forecast distributions per unit of 2,243 yen (excluding forecast surplus cash distributions per unit) and the forecast surplus cash distributions per unit of 261 yen for the fiscal period ending November 30, 2021, multiplied by a factor between 0.90 and 1.00 (rounding down to the nearest yen), and (ii) if the Issue Price Determination Date is Monday, November 29, 2021 or Tuesday, November 30, 2021, the provisional price will be equal to the closing price in regular trading of the Investment Units on the TSE on the Issue Price Determination Date (or if there is no closing price on that day, the closing price on the most recent day preceding that day after deducting the above forecast distributions per unit (excluding forecast surplus cash distributions per unit) and the above forecast surplus cash distributions per unit; provided that, if the Issue Price Determination Date is Tuesday, November 30, 2021, and there is no closing price on that day but there is a closing price on Monday,

Disclaimer: This press is an announcement concerning SLR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment.

This press release does not constitute an offer of securities in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (hereinafter referred to as the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be offered or sold, publicly or otherwise, in the United States.

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		November 29, 2021, the closing price on Monday, November 29, 2021), by a factor
		between 0.90 and 1.00 (rounding down to the nearest yen).
(5)	Total amount issued	To be determined
	(total offer price)
(6)	Offering method	Investment units shall be offered through the Public Offering. All investment units
		offered through the Public Offering will be underwritten and purchased by a group
		of underwriters (collectively referred to as the "Underwriters"). A part of the
		investment units through the Public Offering shall be purchased by overseas
		investors in international markets mainly in Europe and Asia (excluding the United
		States and Canada).
(7)	Details of underwriting	The Underwriters shall pay SLR an amount equal to the net proceeds on the
	agreement	payment date stated below in (11). The difference between the total amount issued
		(total offer price) and the net proceeds shall be the proceeds of the Underwriters.
		SLR shall not pay an underwriting fee to the Underwriters.
(8)	Units of application	One unit or more in multiples of one unit
(9)	Application period	The business day following the Issue Price Determination Date
(10)	Payment period for	From the business day following the Issue Price Determination Date to two business
	deposit in securities	days following the Issue Price Determination Date
(11)	Payment date	Any business day between Wednesday, December 1, 2021, and Monday, December
		6, 2021.
		The payment date shall be the fourth business day following the Issue Price
		Determination Date.
(12)	Delivery date	The business day following the payment date stated above in (11).

1. The issue amount (amount to be paid), the issue price (offer price), and other matters required for the issuance of new investment units through the Public Offering shall be determined at a board of directors meeting held at a later date.
2. Each item above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Act takes effect.

2. Secondary Offering of Investment Units (Secondary Distribution via over-allotment) (Refer to over-allotment and related matters > below)

(1)	Number of investment	3,330 units
	units to be offered	The number of investment units to be offered is the maximum number of investment
		units to be offered in the secondary distribution via over-allotment by one of the
		Underwriters in the Public Offering, separately from the Public Offering, taking into
		consideration demand and other factors in the Public Offering. The number may
		decrease or no secondary distribution via over-allotment may take place depending
		on demand and other factors in the Public Offering. The number shall be determined
		at a board of directors meeting to be held on the Issue Price Determination Date in
		consideration of demand and other factors in the Public Offering.
(2)	Distributor	The Underwriter
(3)	Distribution price	To be determined
		The distribution price shall be determined at a board of directors meeting to be held
		on the Issue Price Determination Date. The distribution price shall be the same price
		as the issue price (offer price) for the Public Offering.
(4)	Total amount of	To be determined
	distribution price
(5)	Distribution method	Upon consideration of demand and other factors in the Public Offering, the
		Underwriter will conduct a secondary distribution of Investment Units ("Borrowed
		Investment Units"), which will be borrowed from Sumitomo Corporation (the
		"Unitholder") separately from the Public Offering. The number of Borrowed
		Investment Units shall be 3,330 units or less.
(6)	Units of application	One unit or more in multiples of one unit
(7)	Application period	The same as the Public Offering
(8)	Payment period for	The same as the Public Offering

Disclaimer: This press is an announcement concerning SLR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment.

This press release does not constitute an offer of securities in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (hereinafter referred to as the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be offered or sold, publicly or otherwise, in the United States.

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deposit in securities
(9) Delivery date	The same as the Public Offering

1. The distribution price and other matters necessary for the secondary distribution shall be determined at a board of directors meeting held at a later date.
2. Each item above shall be subject to the condition that the Securities Registration Statement filed in accordance with under the Financial Instruments and Exchange Act takes effect.

3. Issuance of New Investment Units through Third-party Allotment (Refer to < Reference 1. Secondary distribution via over-allotment and related matters > below)

(1)	Number of investment	3,330 units
	units to be offered
(2)	Issue amount	To be determined
	(amount to be paid)	To be determined at a board of directors meeting to be held on the Issue Price
		Determination Date. The issue amount (amount to be paid) shall be same as the
		issue amount (amount to be paid) for the Public Offering.
(3)	Net proceeds	To be determined
(4)	Allottee and	The Underwriter; 3,330 units
	number of investment
	units to be allotted
(5)	Units of application	One unit or more in multiples of one unit
(6)	Application period	Monday, December 27, 2021
	(application date)
(7)	Payment date	Tuesday, December 28, 2021

1. Investment units for which no application for subscription has been made during the application period (application date) mentioned in (6) above shall not be issued.
2. The issue amount (amount to be paid) and other matters necessary for the third-party allotment shall be determined at a board of directors meeting held at a later date.
3. The third-party allotment shall be canceled upon the cancellation of the Public Offering.
4. Each item above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Act takes effect.

Disclaimer: This press is an announcement concerning SLR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment.

This press release does not constitute an offer of securities in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (hereinafter referred to as the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be offered or sold, publicly or otherwise, in the United States.

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Reference:

1. Secondary distribution via over-allotment and related matters

Upon consideration of demand and other factors in the Public Offering, the Underwriter may conduct a secondary distribution (secondary distribution via over-allotment) of Investment Units, which will be borrowed from the Unitholder, separately from the Public Offering. The number of Investment Units to be borrowed will be 3,330 units or less. The number of Investment Units to be offered in the secondary distribution via over-allotment is planned to be 3,330 units. The number of investment units to be offered is the maximum number, which may decrease or no secondary distribution via over-allotment may take place depending on demand and other factors.

In connection with the secondary distribution via over-allotment, SLR resolved at a board of directors meeting held on Tuesday, November 16, 2021, to conduct a third-party allotment ("Third-party Allotment") and issue 3,330 Investment Units that will be allotted to the Underwriter in order to allow the Underwriter to acquire Investment Units to return the Borrowed Investment Units. The payment date is Tuesday, December 28, 2021.

During the period from the date following the application period for the Public Offering and the secondary distribution via over-allotment to Friday, December 24, 2021 ("Syndicate Covering Transaction Period"), the Underwriter may purchase Investment Units on the TSE to return the Borrowed Investment Units ("Syndicate Covering Transaction"). The number of Investment Units to be purchased will be the number related to the secondary distribution via over- allotment or less. All Investment Units acquired by the Underwriter in the Syndicate Covering Transaction shall be used to return the Borrowed Investment Units. During the Syndicate Covering Transaction Period, the Underwriter may decide not to conduct the Syndicate Covering Transaction at all, or to end the Syndicate Covering Transaction without purchasing the number of Investment Units equal to the number related to the secondary distribution via over- allotment.

Furthermore, the Underwriter may engage in stabilizing transactions related to the Public Offering and the secondary distribution via over-allotment, and Investment Units purchased through such stabilizing transactions may possibly be used, in whole or in part, to return the Borrowed Investment Units.

The Underwriter will purchase Investment Units through the Third-party Allotment so that the number of Investment Units purchased equals the number of Investment Units related to the secondary distribution via over-allotment less the number of Investment Units purchased in the stabilizing transactions and Syndicate Covering Transaction used to return the Borrowed Investment Units. For this reason, applications may not be filed for all or part of Investment Units to be issued through the Third-party Allotment. As a result, the final number of Investment Units issued in the Third- party Allotment may decrease or the issuance may not take place due to forfeiture.

Whether the secondary distribution via over-allotment is executed and the number of Investment Units to be offered if the secondary distribution via over-allotment is executed will be determined on the Issue Price Determination Date. If no secondary distribution via over-allotment is executed, the Underwriter will not borrow Investment Units from the Unitholder. As a result, the Underwriter will not apply for the Third-party Allotment, and no Investment Units will be issued due to forfeiture. In this case, there will be no Syndicate Cover Transactions on the TSE.

The Underwriter will consult with the other joint lead managers about the transactions described above.

2. Change in the number of investment units outstanding after the issuance of new investment units
Current number of issued investment units outstanding	611,685 units
Number of new investment units to be issued in the Public Offering	66,600 units
Total number of issued investment units after the Public Offering	678,285 units
Number of new investment units to be issued through the Third-party Allotment	3,330 units	(Note)
Total number of issued investment units after the Third-party Allotment	681,615 units	(Note)

(Note) The numbers are those if the Underwriter applies for purchases of all the investment units offered in the Third-party Allotment and all the investment units are issued.

Disclaimer: This press is an announcement concerning SLR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment.

This press release does not constitute an offer of securities in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (hereinafter referred to as the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be offered or sold, publicly or otherwise, in the United States.

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3. Objective and Rationale for the Issuance

SLR will acquire SOSiLA Ebina (38% quasi-co-ownership interest), SOSiLA Itabashi and SOSiLA Amagasaki (10% quasi-co-ownership interest) which are new specified assets (as defined in Article 2, Paragraph 1 of the Act on Investment Trusts and Investment Corporations of Japan) (the "Properties to Be Acquired") as set forth in "Notice Concerning Acquisitions and Leasing of Domestic Real Estate Trust Beneficiary Interests" announced today, using proceeds from the issuance of new Investment Units through the Public Offering (including proceeds from the issuance of new Investment Units through the Third-party Allotment if they are used as stated below in 4.(2)), new concurrent borrowings and cash on hand. SLR believes that, through the acquisition of the Properties to Be Acquired, SLR can expand its asset scale (based on (anticipated) acquisition price) to 121.0 billion yen and achieve steady expansion of its portfolio. In addition, SLR believes that the acquisition of the Properties to Be Acquired will improve distributions per unit and appraisal NAV per unit, and grow its unitholder value.

4. Amount, use and schedule of expenditure of funds to be procured

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

10,967,000,000 yen (maximum)

(Note) The amount above is the sum of 10,445,000,000 yen in net proceeds from the Public Offering and 522,000,000 yen in maximum net proceeds from the Third-party Allotment. The above figures represent estimated amounts calculated based on the closing price of Investment Units for regular trading on the TSE as of Thursday, October 28, 2021.

(2) Specific use of funds to be procured and timing of expenditure

Net proceeds from the Public Offering (10,445,000,000 yen) are scheduled to be used to partially fund the acquisition of the Properties to Be Acquired. The amount of proceeds from the issuance of new Investment Units through the Third-party Allotment resolved on the same date as the Public Offering (up to 522,000,000 yen) are scheduled to be used to fund a partial repayment of the borrowings or to partially fund the acquisition of the Properties to Be Acquired or acquisitions of new specified assets.

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

1. Designation of Allottee Not applicable.
2. Forecast of operating results

Please refer to the press release entitled "Notice Concerning Revisions to Forecasts of Investment Results for the Fiscal Period Ending May 31, 2022 and Disclosure of Forecasts of Investment Results for the Fiscal Period Ending November 30, 2022" dated today.

7. Restrictions on sale and additional issuance

1. The Unitholder agrees with the joint lead managers that it will not sell any Investment Units related to the Public Offering without the prior written approval of the joint lead managers during the period from the Issue Price Determination Date and 180 days after the delivery date of the Public Offering.
   The joint lead managers have the right to lift all or part of the restrictions or shorten the restriction period according to their discretion.
2. SLR agrees with the joint lead managers that it will not issue any Investment Units through the Public Offering (excluding the issuance of new Investment Units through the Third-party Allotment) without prior written approval of the joint lead managers during the period from the Issue Price Determination Date to 90 days after the delivery date of the Public Offering.
   The joint lead managers have the right to lift all or part of the restrictions or shorten the restriction period according

Disclaimer: This press is an announcement concerning SLR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment.

This press release does not constitute an offer of securities in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (hereinafter referred to as the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be offered or sold, publicly or otherwise, in the United States.

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