FIBRA Prologis Announces Tender Offer for Remaining Terrafina CBFIs

MEXICO CITY, October 14, 2025 -- FIBRA Prologis (BMV: FIBRAPL 14), a leading owner and operator of Class A logistics real estate in Mexico, announces that it has launched a tender offer, subject to the terms and conditions set forth in the tender offer prospectus (the “Offer”), for up to 100% of the outstanding certificados bursátiles fiduciarios inmobiliarios (“CBFIs”) issued by Terrafina with ticker symbol “TERRA 13” (the “Terrafina CBFIs”) not currently owned by Fibra Prologis, which amount to approximately 10% of the total outstanding Terrafina CBFIs, at a price of MXN$42.50 per Terrafina CBFI. Fibra Prologis has received non-binding indications of interest from some Terrafina CBFI holders to participate in a public tender offer at the offered price. In the event that, as a result of the Offer, Fibra Prologis becomes the owner of 95% or more of the total outstanding CBFIs of Terrafina, it will carry out any and all necessary actions to have the Terrafina holders meeting approve a delisting of the Terrafina CBFIs, in which case Fibra Prologis will create a payment trust, funded by Fibra Prologis, to allow any holdouts to sell their remaining CBFIs at the Offer price. Any Terrafina holders that do not participate in the Offer or otherwise sell their CBFIs through the aforementioned payment trust will run the risk of remaining as a minority investor in a private trust with no liquidity.

Key terms of the Offer:

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED).

PROFILE OF FIBRA PROLOGIS

FIBRA Prologis is one of the leading real estate investment trusts in the investment and management of Class A industrial real estate in Mexico. As of June 30, 2025, FIBRA Prologis’s portfolio consisted of 507 industrial properties totaling 87.0 million square feet (8.1 million square meters). This includes 345 logistics and manufacturing facilities across 6 industrial core markets in Mexico, comprising 65.5 million square feet (6.1 million square meters) of gross leasable area and 162 buildings with 21.5 million square feet (1.9 million square meters) of non-strategic real estate assets in other markets.

FORWARD-LOOKING STATEMENTS

The statements in this release that are not historical facts are forward-looking statements. These forward looking statements are based on current expectations, estimates and projections about the industry and markets in which Fibra Prologis operates, management's beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact Fibra Prologis financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to the Offer, including the timing and conditions relating to the Offer, are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, dispositions and development of properties, (v) maintenance of real estate investment trust (“FIBRA”) status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments, (viii) environmental uncertainties, including risks of natural disasters, and (ix) those additional factors discussed in reports filed with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”) and the Mexican Stock Exchange by FIBRA Prologis under the heading “Risk Factors.” FIBRA Prologis undertakes no duty to update any forward-looking statements appearing in this release. Neither the CNBV nor any other authority has approved or disapproved the content of the information of this release, or the accuracy, adequacy or truthfulness of the information contained herein.

INVESTOR RELATIONS CONTACT INFORMATION

Alexandra Violante, Tel: +52 55 1105 2955, aviolante@prologis.com 

Released October 14, 2025