XYMAX REIT Investment : Notice Concerning Acquisition and Disposition

For Immediate Release			Translation Purposes Only
Real Estate Investment Trust Securities Issuer	January 27, 2022
		1-1-1 Akasaka, Minato-ku, Tokyo
		XYMAX REIT Investment Corporation	Shotaro
		Representative	Executive
			Director			Kanemitsu
		Asset Management Company	(Securities Code 3488)
		XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation
		Represen	Representative	Shotaro
		tative	Director and President	Kanemitsu
		Contact	Head of	Business	Tatsuya
			Planning Division	Nakayama
		TEL: [phone]
Notice Concerning Acquisition of Domestic Trust Beneficiary Right in Real Estate (Valor Kachigawa
Store (Leasehold land) (50% quasi-co-ownershipinterest)) and Disposition of Domestic Real
	Estate Trust Beneficiary Right (Renaissance 21 Chihaya)

XYMAX REIT Investment Corporation (hereinafter "XYMAX REIT") hereby announces that XYMAX REAL ESTATE
INVESTMENT ADVISORS Corporation (hereinafter the "Asset Management Company"), the asset management
company to which XYMAX REIT entrusts the management of its assets, decided to acquire and dispose asset
(hereinafter the "Acquisition" and the "Disposition," , and together with the Acquisition and the Disposition, the
"Transactions") as described below.
1. Overview of the Acquisition
(1)		Asset to Be		Acquired				Anticipated	Appraisal
		Category		Property		Property	Location	acquisition	value	Existence of
			No.		price(million	(million
				(Note 1)		name		yen)	yen)	intermediary
						Valor		(Note 2)	(Note 3)
						Kachigawa
						Store	Kasugai
		Retail		RT-06		(Leasehold	3,245	3,330	None
				land)	City, Aichi
						(50% quasi-	Prefecture
						co-ownership
						interest )
(2)		Scheduled		purchase and sale agreement		: January 27, 2022
(3)		Scheduled payment date and acquisition date	: January 31, 2022
(4)		Sellers				: Please refer to "6. Profile of Seller/Assignee" below.
(5)		Acquisition Funds	: Borrowings (Note 4) and cash on hand
(6)		Settlement method	: Full payment upon settlement
		(Note 1) "Property No." refers to the property codes and numbers according to the type of the asset held by XYMAX REIT. For each
		code, OF represents Office, RT represents Retail, HT represents Hotel, and OT represents other. The same shall apply hereinafter.
		(Note 2) "Anticipated acquisition price" is the purchase price of the Asset to Be Acquired as set forth in the purchase and sale
		agreement. The purchase price does not include national and local consumption taxes nor acquisition costs and is rounded down to

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	the nearest million yen. The same shall apply hereinafter.
	(Note 3)The figures is equivalent to the quasi-co-ownership interest (50%) in trust beneficiary rights that the Investment
	Corporation plans to acquire.
	(Note 4)Please refer to the "Notice Concerning Borrowings of Funds"announced today for more detail.
2. Overview of the sale		:Beneficiary right in a trust with real estate as the trust property
(1)	Asset to Be Disposed
(2)	Property name		(hereinafter referred to as the "Disposition of Beneficiary Right")
	: Renaissance 21 Chihaya
(3)	Scheduled sales price (Note 1)	:3,280million yen(scheduled to sale the beneficiary rights in two
			installments in the form of quasi-co-ownership interest (50% quasi-co-
			ownership interest in each case), and the sales price of each case is as
			follows:	1. 1,640 million yen (50% quasi-co-ownership interest)
(4)	Assumed book value (Note 2)			2. 1,640 million yen (50% quasi-co-ownership interest)
		: 2,748 million yen
(5)	Difference between the estimated sales price: 531 million yen
(6)	And the assumed book value (Note 3)
Scheduled purchase and sale agreement : January 27, 2022
(7)	Scheduled date of sale	: 1. January 31, 2022
(8)	Assignee		2. March 31, 2022
: Please refer to "6. Profile of Seller/Assignee" below.
(9)	Use of Transfer Price	: To be used for the acquisition of Asset to Be Acquired, etc.
(10) Settlement method	: Lump-sum settlement at the time of respective transfer

(Note 1)Figures for "Scheduled sales price" are rounded down to the nearest million yen for the purchase and sales price of the Asset to Be Disposed (excluding various expenses such as consumption tax, local consumption tax, transfer expenses, and settlement amount of fixed property tax and city planning tax) stated in the purchase and sale agreement related to the Asset to Be Disposed.

(Note 2)"Assumed book value" is rounded down to the nearest million yen as of the end of the August 2021 (7th fiscal period).

(Note 3)This is a reference figure calculated as the difference between the Scheduled sales price and the assumed book value, and differs from the gain or loss on transfer.

3. Reasons for the Transactions

The XYMAX REIT intends to improve the quality of its portfolio by acquiring new properties that meet the investment criteria in the Asset Management Guidelines (hereinafter referred to as "Management Guidelines"), while comprehensively taking into account current and future real estate market trends and the characteristics (profitability, age of building, area, etc.) of each property, and updating the portfolio through the sale of owned properties.

This transaction was realized through collaboration with the Sponsor Group, and this acquisition involves the acquisition of leasehold land of retail facility with high profit stability, also, for which long-term and stable lease contracts have been concluded with the lessee who has a good business relationship with the Sponsor Group, through face-to-face negotiations. We have comprehensively considered and decided to replace the assets (acquisition of Asset to Be Acquired and disposition of Asset to Be Disposed) because of 1. Profitability and stability of the Asset to Be Acquired, 2. The positioning of the Asset to Be Disposed within the portfolio and the Scheduled sales price, etc. XYMAX REIT believes the Transactions would contribute to the improvement of unitholder value.

XYMAX REIT intends to implement strategic and continuous asset replacements in the future.

In the course of the Transactions, the acquisition (Jan 31, 2022) will be conducted ahead of another portion of disposition (March 31, 2022). This will enable us to earn rent revenues from the Asset to Be Acquired at an early stage and secure a portion of rent revenues from the Asset to Be Disposed for a certain period of time. At the same time, by diversifying the timing of this transfer, it will be possible to distribute gains on the transfer

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in a dispersed manner.

The Asset to Be Acquired is the retail facility and categorized as Main Asset in the portfolio of XYMAX REIT

and the details are as follow;

(1) Characteristics of the property



This is a leasehold land for a retail facility located seven minutes on foot from Kachigawa

Station of the JR Central Main Line.



The Asset to Be Acquired is subject to a long-termfixed-term leasehold establishment

agreement for business use with the lessee with a remaining term of 24.5 years, which are



not cancelable, and are expected to provide a high level of earnings stability.

The retail facility on the Asset to Be Acquired is composed of 100-yen stores, daily-use stores

such as drugstores and specialty stores for infants and children's general merchandise,

centered on food supermarkets, and we expect stable store sales. In addition, we believe it

has advantages as a retail because the store has three entrances and exits, have a highly

convenient flat parking lot that can accommodate 346 units, and have a high accessibility by

passenger vehicles.

(2) Overview of Trading Area

Location and Transportation Access

①

This is an area located within the walking distance of Kachigawa Station, which had 35,000

passengers per day in 2019, and is accessible to Nagoya Station by train in 20 minutes. As a

②

result, there are many commuters in Nagoya City.

Characteristics of the surrounding trading area

The population of the trading area based on the 2015 Population Census is about 11,000

within 5 minutes of driving hours and about 49,000 within 10 minutes, showing an



increasing trend of 108.8% and 104.0% compared to 2010, respectively.

The population composition of the retail area is high in the 30s-40s age, with 12.8% of

households aged less than 6 in the 1km area, which is high compared to the national average

of 8.7%, while 29.2% of households aged 65 or older are low compared to the national

average of 40.7%. This location is suitable for retail facilities centered on food supermarkets



because it is a trading area with a large number of families at the child-rearing stage.

Kasugai City's passenger car ownership rate is 122.9%, and a car society is formed in which

vehicles are used for shopping, so roadside retail facilities have a better advantage than

locations in front of stations.

4. Summary of Asset to Be Acquired

The summary of Asset to Be Acquired is as follows.

Refer to Reference 3 "Explanation of matters stated in Summary of Asset to Be Acquired" for explanations

of matters stated in the columns in the table.

Valor Kachigawa Store

leasehold land) (50% quasi-

Property

((

Summary of SpecifiedCategoryAssets

Retail

Name

co-ownership interest

))

Property No.

RT-06

Expected

date

of

quasiTrust-cobeneficiary-ownershiprightinterest)(50%

January 31, 2022

Type of specific assets

acquisition

(Note 1)

priceAnticipated

acquisition

3,245 million yen

TrustOutline of

Trustee

BankingMitsubishiCorporationUFJ Trust and

Beneficial

Trust

Appraised value

3,330 million yen

End of February, 2026

(appraisal date)

(January 1, 2022)

Right

maturity

Location

residence

date

2-1-1,Ono-cho,Kasugai-shi, Aichi

indication)

Transportation

7-minute walk from Kachigawa Station on the JR Chuo Line

3

Land

Lot number

Kasugai1-1,

-Onoshi,Aichi-cho

2-chome,

Site Area

20,509.10 ㎡ (Note 2)

coverageBuilding ratio

60%

Floor-area ratio

200%

Zoning

Industrial area

Type of ownership

(50%)Quasi-co-ownership

interest

Buildings

dateConstruction

-

floorsStructure and number of

-

Use

-

Total floor area

-

Architect

-

Builder

-

confirmationConstruction

-

Type of ownership

-

ML company

(planned)

-

ML Type

-

PM company

Jones Lang LaSalle Incorporated

・

RemarksUpon the acquisition of the

sset (50% quasi-co-ownership interest

trust beneficiary right of this property), the

XYMAX REIT has entered into a Quasi-Co-Owners Agreement (hereinafter the "Agreement") with the seller of the asset. The

main contents of this Agreement are as follows.

(1) Special provision regarding Non-Split clause of Beneficiary Right in the Trust (for a period of five years from the date of

this Agreement and to be renewed thereafter unless there is a manifestation of intention to refuse renewal)

(2) In the event each quasi-co-owner wishes to sell its quasi-co-ownership interest to a third party, the other quasi-co-

owner has been granted the right of preferential negotiation rights for the purchase of the quasi-co-ownership interest

held by the other quasi-co-owners.

1) will continueXYMAX REITto retainplansa toquasiacquire-co-ownershipa quasi-cointerest-ownership(50%)interestin the(50%)trust beneficiaryin the trustrightbeneficiary.

right in this property. The seller

(Note 2) The entire land area is shown in this table.

Outline of the lease

Leasable area

10,254.55 ㎡ (Note 1)

Leased area

10,254.55 ㎡ (Note 1)

Occupancy rate

100%

Number of tenants

1

Annual rent

Undisclosed (Note 2)

Lease deposits

Undisclosed (Note 2)

1

Figuresco-ownershipare calculatedinterest

byof themultiplyingbeneficialtheinterestleasedacquiredarea stipulatedby the XYMAXthe leaseREITagreement(50%).

for

this property by the ratio of the quasi-

(Note 2)

Since the approval of the lessee for the disclosure of informationhas not been obtained, the information has not been disclosed

due to this unavoidable reason.

Outline of Engineering Report (Note)

Inspection company

-

Date of investigation

-

Urgent and short-term

-

expensesLong-term

(annualrepair

-

repair expenses.

average)

Outline of Earthquake Risk Analysis, etc.

(NOTE)Separately, we have obtained a Soil Contamination Risk Assessment Report from Field Partners Co., Ltd.

State of collaterals

Inspection company

-

PML

-

Changes

of occupancy

None

End of March

End of March

End of March

End of March

rate

End of March

2017

2018

2019

2020

2021

100.0%

100.0%

100.0%

100.0%

100.0%

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Overview of the Appraisal Report

Property name			Valor Kachigawa Store (Leasehold land)
Appraisal value			3,330,000 thousand yen
Name of appraiser		Tanizawa Co., Ltd.
Appraisal date	Item		January 1, 2022	Details (Thousand yen)		Outline, etc.
Value based on income approach		3,330,000		Calculated using the capitalized value based on the DCF method.
	methodValue based on direct capitalization	-		Only DCF method is applied.
		(1)Operating revenue		-		-
		(i. - ii)
			i Effective gross revenue		-		-
				ii Loss from vacancy, etc.		-		-
			(2)Operating expenses		-		-
		(a. +b. +c. +d. +e. +f.
		+g. +h.)
			a.	managementMaintenance fee	and	-		-
			b.	Utility expenses		-		-
			c.	Repair expenses		-		-
			d.	PM fee				-		-
			e.	Tenant leasing expenses, etc.	-		-
			f.	Taxes and public dues		-		-
			g.	Insurance premiums		-		-
			h.	Other expenses		-		-
		(3)Net operating income		-		-
		((1)-(2))
		(4) Gain from investment of deposits	-		-
		(5)Capital expenditures		-		-
		((3)+(4)Net income-(5))				-		-
		Capitalization rate				-		-
	DCF	-based Value based on income	3,330,000		-
	approach
		Discount rate				4.1%		Assessment based on comprehensive consideration of the content of the
										current lease agreement, etc., based on a comparison with trade cases of
										similar real estate and an accumulation method that adds the individuality
										of real estate to the yield of financial assets.
		Terminal capitalization rate		-		-
Cost	approach value				-		-
	Land ratio					-		-
	Building ratio					-		-
Other items considered by real estate appraiser	None in particular.
upon appraisal
	(NOTE)Figures are equivalent to the quasi-co-ownership interest (50%) of the trust beneficiary right the XYMAX REIT plans to acquire.

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