December 14, 2022

To all concerned parties:

Investment Corporation

Japan Metropolitan Fund Investment Corporation

(Tokyo Stock Exchange Company Code: 8953

Representative: Masahiko Nishida, Executive Director

URL: https://www.jmf-reit.com/english/

Asset Management Company

KJR Management

Representative:

Naoki Suzuki,

President & Representative Director

Inquiries:

Keita Araki, Executive Officer &

Head of Metropolitan Business Division

TEL: +81-3-5293-7081

Notice Concerning Acquisition of Trust Beneficiary Right in Real Estate in Japan

(JMF-Residence Tenjimbashisuji 6-chome)

Japan Metropolitan Fund Investment Corporation (“JMF”) announces today that KJR Management, JMF’s asset manager (the “Asset Manager”), determined to acquire of the trust beneficiary right in real estate in Japan (the “Property”) regarding preferential negotiation rights for “(Temporary Name) SÉRÉNiTÉ Nagaranaka 1-chome Project” announced in the news release titled “Notice Concerning Acquisition of Trust Beneficiary Right in Real Estate in Japan, Real Estate in Japan and Preferential Negotiation Rights and Disposition of Trust Beneficiary Right in Real Estate in Japan and Real Estate in Japan (Acquisition: 5 properties, Preferential Negotiation Rights:1 right, Disposition:2 properties)” dated October 19, 2022 as outlined below.

1. Overview of Acquisition

Property name

JMF-Residence Tenjimbashisuji 6-chome(Note 1)

Location

24-2, Nagaranaka 1-chome,Kita-ku,Osaka-shi, Osaka

Asset class

Residence

Type of asset

Trust beneficiary right in real estate (Note 2)

Acquisition price (Scheduled)

1,527 million yen

Appraisal value

1,660 million yen (Note 3)

Contract completion date

December 14, 2022 (Note 4)

Acquisition date

May 31, 2024 (Scheduled) (Note 5)

Seller

ULTRA ESTATE. INC

Broker

None

Acquisition funds

Cash on hand, Debt (Planned)

(Note 1) With regard to “(Temporary Name) SÉRÉNiTÉ Nagaranaka 1-chome Project”, JMF’s management name has become “JMF- Residence Tenjimbashisuji 6-chome”. The building is currently under construction, and the facility will be referred to as “SÉRÉNiTÉ Tenroku Miracle” (read as “Miraku”).

(Note 2) Agreement has been reached with the seller that the JMF-Residence Tenjimbashisuji 6-chome will be established a trust with the property as trust assets by the time of the acquisition and JMF will acquire the trust beneficiary right of the trust.

(Note 3) Since the building is currently under construction, an appraisal agency conducted an “uncompleted building appraisal”, which was enacted on November 1, 2014, in accordance with the real property appraisal standards (revised on May 1, 2014) specified by the Ministry of Land, Infrastructure, Transport and Tourism, and the appraisal amount indicated in the appraisal report is the appraisal value.

(Note 4) As announced in the news release titled “Notice Concerning Acquisition of Trust Beneficiary Right in Real Estate in Japan, Real Estate in Japan and Preferential Negotiation Rights and Disposition of Trust Beneficiary Right in Real Estate in Japan and Real Estate in Japan (Acquisition: 5 properties, Preferential Negotiation Rights: 1 right, Disposition: 2 properties)” dated October 19, 2022, the payment for the acquisition of JMF-Residence Osaka Noda was conditional on concluding a purchase

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agreement for the Property between JMF and the seller. The purchase agreement was concluded on December 14, 2022. JMF plans to acquire JMF-Residence Osaka Noda on December 23, 2022.

(Note 5) The currently-scheduled acquisition date is indicated, but since the building is currently under construction, the acquisition date is subject to change depending on the progress of the construction.

2. Reason for Acquisition

Highlights

Working with a group company of SUNADA CONSTRUCTION. INC which carries out development work mainly in the Kansai Region, acquired a new property in exit for development project, following the acquisition of JMF-Residence Osaka Noda, through bilateral transactions.

As there have been constant changes to the operating environment surrounding real estate, such as widespread e-commerce and remote working due to the rapid advancement in information technologies, and the trend of mixed-use by area and by property, JMF aims to optimize its portfolio in response to such changes. To this end, JMF will continue to secure stable earnings on a medium to long term basis and ensure steady growth of operating assets by promoting carefully-screened investment in retail facilities, office buildings, residences, hotels, and mixed-use properties used for a combination of those purposes, located mainly in urban areas.

JMF acquired the new property in exit for development project from a group company of SUNADA CONSTRUCTION. INC (the “Seller”), the developer of JMF-Residence Osaka Noda, the acquisition of which JMF announced on October 19, 2022. The acquisition of the Property was made based on a newly built relationship while the conditions in the real estate trading market remain harsh. Following the transaction, JMF expects growing opportunities for future acquisitions.

3. Property Summary

For acquisition of the Property, JMF came to the decision based on evaluation of the following.

Location

  • The Property is conveniently located within an approximately two-minute walk from Tenjimbashisuji 6-chome station on the Osaka Metro Tanimachi Line, the Sakaisuji Line, and the Hankyu Senri Line. Being located within two kilometers by road from the city center of Umeda, it meets the needs of those who prioritize residences located in close proximity to their workplace. Through services between the Osaka Metro and Hankyu Senri lines provide easy access to a wide variety of areas, including the Kyoto area.
  • The Property is conveniently situated for daily living, as there are convenience stores and a discount supermarket nearby as well as a variety of stores along the Tenjimbashisuji Shopping Street, which is known as the longest shopping street in Japan. JMF thus expects high tenant engagement and occupancy rates.

Building Spec

  • A new apartment building is scheduled to be completed in January 2024. Among a total of 60 units, 40 units will be 1LDK of approximately 30 m2, which are in limited supply, and the remaining 20 units will be 1DK. The market demand for these types of units is high among single adults and the property meets their needs.

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  • The Property bears the name of SÉRÉNiTÉ, a brand operated by SUNADA CONSTRUCTION. INC mainly in the Kansai Region and known for high-grade designer apartments, which is expected to appeal to potential tenants.

Potential

  • The population of Kita-ku,Osaka-shi is expected to continue to grow until around 2040. Residential demand is strong and thus stable rental demand can be expected for the Property.
  • Property Location Map

Wide-areaMap *For enlarged map, please refer to QR code.

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Property name

JMF-Residence Tenjimbashisuji 6-chome

Location

24-2, Nagaranaka 1-chome,Kita-ku,Osaka-shi, Osaka

Type of asset

Trust beneficiary right in real estate

Trustee

Sumitomo Mitsui Trust Bank, Limited

Trust period

May 31, 2024 – May 31, 2044 (Scheduled)

Land

Category II residential

Land area

515.21

Zoning

zoneCommercial

district

FAR / building-to-land ratio

300%400%80%

Type of possession

Ownership

Building

Structure / stories

11 stories above ground, RC-structure (Scheduled)

Total floor area

2,126.32 (Scheduled)

Type

Residence

Completion date

January 2024

Type of possession

Ownership

(Scheduled)

Design

wasabisya

Construction

SUNADA CONSTRUCTION. INC

Constructional Inspector

The Osaka Building Disaster Prevention Center

PML

Acquisition price

1,527 million yen

Appraisal value

1,660 million yen (as of December 1, 2022)

Appraiser

Japan Real Estate Institute

Tenant summary

Number of tenants

Annual rent

Tenant leasehold / security

deposit

Total leased area

Occupancy rate

Total leasable area

1,625.80 (Scheduled)

(based on leased area)

Collateral conditions

None

The subject land is within the perimeter of the Kokubun-ji temple site which

is a designated buried cultural property site under the Act on the Protection

of Cultural Properties. For that reason, any engineering work on the land

requires at least 60 days’ notice prior to the start of such work and an

excavation survey may also be necessary. As the Osaka City Board of

Education has determined with respect to the engineering work related to

Special notes

the construction of the building that the seismic intensity of the excavation

will not reach the inclusive layer or the surface of the remains of the

cultural property, exploratory drilling will not be conducted.

As a result of a soil survey carried out in 2022, soil contamination by arsenic

and its compounds in part of the subject land has been confirmed. JMF has

agreed with the seller with regard to this contamination that the

contaminated soil will be removed or otherwise properly dealt with and

disposed of at the seller’s responsibility and expense by the time of JMF’s

acquisition of the property to be acquired.

Figures of less than one million yen are rounded

down, and percentages are rounded to the nearest second decimal place.

For the property, a pass-through master lease agreement is concluded.

“Location” represents the address of the property or the registered address of the building.

“Land area” is based on descriptions in registry books.

“Zoning” represents the classification of land by its use, stipulated in Section 1-1, Article 8 of the City Planning Act.

Structure / stories, Total floor area

and Type are based on confirmed certificate notations.

With regard to PML, since the construction is not yet completed, JMF plans to obtain an analysis report for earthquake risks by the time of acquisition.

Number of tenants, Annual rent, Tenant leasehold / security deposit, Total leased area and Occupancy rate (based on leased area) have been left blank (indicated with a dash), as the asset to be acquired is currently under construction.

Total leasable area is based on design documents, etc.

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4. Overview of Seller

Name

ULTRA ESTATE. INC

Location

1202, 10-19, Tanimachi 6-chome,Chuo-ku,Osaka-shi, Osaka

Name and job title of the

Naoshige Sunada, Representative

representative

Real estate management business, real estate leasing, real estate trading business,

Business

real estate brokerage, real estate consulting, planning, research, and design related

to real estate, sale of goods through vending machines, sale of goods via the

Internet, any and all businesses incidental to the above

Capital

10 million yen

Date established

March 15, 2010

Net assets

Not disclosed as the seller has not agreed to the disclosure.

Total assets

Major shareholder

Naoshige Sunada (100%)

(shareholding ratio)

Relationship with JMF / the Asset Manager

Capital relationship

There is no capital, personal or transactional ties to be stated between the seller

and JMF or the Asset Manager. There is no capital, personal or transactional ties to

Personal relationship

be specified between the related parties/related companies of JMF or the Asset

Trade relationship

Manager and the related parties/related companies of the seller.

Related parties

Any of the seller or the related parties/related companies of the seller do not fall

under the related party of JMF or the Asset Manager.

5. Matters Concerning Forward Commitment

Under the “Comprehensive Guidelines for Supervision of Financial Instruments Business Operators”, the acquisition of the Property is considered to be a “forward commitment, etc. (Note)” by an investment corporation. If JMF cannot meet its forward commitment, 20% of the expected purchase price shall be paid as a penalty for breach of contract.

(Note) Forward commitment, etc. is defined as “a postdated sales and purchase agreement which provides for the delivery and settlement to take place one month or more from the effective date of the agreement or any other related agreements.”

The property is currently under construction and is scheduled to be completed in January 2024, and as a result, JMF is exposed to construction completion risks, property transfer risks, and other risks until the building is completed. JMF plans to mitigate these construction completion and property transfer risks by setting the following main points as conditions to payment of the purchase price.

  • Construction of the building in accordance with the design drawings specified in the purchase agreement, acquisition of certification of passed inspection, and acquisition of all permits and approvals required by laws and regulations;
  • Prior written consent of the buyer for any change to the specifications, quantities, and the like of the building;
  • Discussion on a review of sales and other terms (including reduction of the purchase price and postponement of the execution date) if it becomes reasonably clear that the completion date is to be extended by 30 days or more due to a delay in construction work, with the right to terminate the contract in case of a failure to reach agreement (However, if such termination is due to a delay in completion caused by an underground obstruction, and the seller provides the buyer with the basis for such termination based on objective data, and the buyer reasonably accepts such basis as reasonable, then a penalty for breach contract is not permitted.); and
  • Confirmation of compliance by the building with the Architectural Standards Act and other

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Disclaimer

Japan Metropolitan Fund Investment Corporation published this content on 14 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2022 06:45:08 UTC.

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All news about JAPAN METROPOLITAN FUND INVESTMENT CORPORATION

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