Prologis announces binding agreement with Macquarie Asset Management to acquire FIBRA Macquarie management rights

FIBRA Prologis announces intent to launch tender offer for up to 100% of FIBRA Macquarie´s CBFIs upon receipt of regulatory authorizations

MEXICO CITY (February 25, 2026) – FIBRA Prologis (BMV:FIBRAPL 14), Prologis Property México, S.A. de C.V. (“Prologis”), and Macquarie Asset Management México, S.A. de C.V. (“Macquarie”), are pleased to announce that they have entered into a binding Transaction and Covenant Agreement (the “TCA”) under which Macquarie has agreed to transfer to Prologis all of its rights and obligations under the management agreement entered into between Macquarie and FIBRA Macquarie (the “Macquarie Management Agreement”), subject to the satisfaction of certain conditions.

The sale of the management rights is conditioned upon, among other customary conditions, the acquisition in a tender offer by FIBRA Prologis of at least a majority of the outstanding real estate trust certificates (“CBFIs”) of FIBRA Macquarie not held by Macquarie. The tender offer will be for up to 100% of the outstanding CBFIs issued by FIBRA Macquarie. Under the TCA and in connection with the management rights sale, an affiliate of Macquarie that owns FIBRA Macquarie CBFIs has agreed to sell, subject to certain conditions, its CBFIs to FIBRA Prologis at the tender offer price.

For such purposes, FIBRA Prologis has made a filing to obtain all required governmental approvals, including from the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), and intends to launch a tender offer and exchange transaction for up to 100% of the outstanding FIBRA Macquarie CBFIs at a fixed exchange ratio of 0.525 FIBRA Prologis CBFIs for each FIBRA Macquarie CBFI, or an amount in cash equal to MXN$40.00 per FIBRA Macquarie CBFI, up to a maximum total cash amount of MXN$7,973,113,970, which is equal to 25% of all outstanding FIBRA Macquarie CBFIs as of February 24, 2026, and which offers the holders of the CBFIs issued by FIBRA Macquarie a premium to the 60-day volume-weighted average price as of February 24, 2026 close of approximately 20% on a blended basis. FIBRA Prologis intends to launch the tender offer in the second quarter of 2026, subject to obtaining the required corporate and regulatory approvals.

The tender offer to be launched by FIBRA Prologis will also be subject to customary conditions, including the prior approval of the Mexican Banking and Securities Commission. This press release does not constitute a tender offer or any other public offering of securities in or outside of Mexico.

On the Proposed Transaction
Prologis looks forward to collaboratively and expediently working with Macquarie towards satisfying the necessary conditions and successfully closing on the acquisition of the management rights and assuming the obligations of Macquarie under the Macquarie Management Agreement.

“We are pleased to have entered into an irrevocable agreement with Macquarie to acquire its management rights, including FIBRA Prologis acquiring its affiliated holding of CBFIs at the tender price” said Armando Fregoso, President, Prologis Latin America. “We have long respected the quality of FIBRA Macquarie’s portfolio and the platform and reputation it has built across Mexico’s real estate markets. By combining portfolios, we expect to operate at greater scale and create stronger long-term value for all CBFI holders.”

“This agreement reflects the constructive discussions we’ve had with Prologis and our shared focus on long-term value,” said Eric Wurtzebach, Global Head of Real Estate at Macquarie Asset Management. “Our priority has been continuity, strong governance and a thoughtful path to value creation for CBFI holders.”

In addition to the broader benefits the transaction brings to the platform, FIBRA Prologis intends to reduce expenses for the combined vehicle by introducing an additional tier in the asset management fee structure. This new tier would reduce the current 50 basis point fee on assets under management exceeding $10 billion by 20%, to 40 basis points.

Strengthening Position in Mexico’s Core Logistics Markets
The proposed transaction comes as Mexico’s industrial market continues to benefit from nearshoring and steady domestic demand for modern logistics space. By combining the portfolios, FIBRA Prologis would expand into key markets that support manufacturing and trade growth across the country.

“This transaction reflects our long-term conviction in Mexico’s industrial real estate fundamentals and our continued focus on creating value for our FIBRA Prologis holders by adding a high-quality portfolio in a core market,” said Héctor Ibarzábal, Managing Director, FIBRA Prologis. “We’re grateful to Macquarie Asset Management´s senior leadership for their commitment to strong governance and long-term value creation.”

ADVISORS

Rothschild & Co. and J.P. Morgan Securities LLC, Scotiabank and Actinver Casa de Bolsa, S.A. de C.V., Grupo Financiero Actinver are serving as financial advisors to FIBRA Prologis in relation to the proposed tender and exchange offer for FIBRA Macquarie. Berkshire Global Advisors is serving as financial advisor to Macquarie in relation to its sale of management rights. 

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).

The FIBRA Prologis CBFIs which may be offered in the potential tender offer have not been registered under the United States Securities Act of 1933 or the securities law of any other jurisdiction, other than Mexico, and may not be offered or sold in the United States (or to a U.S. person) or other jurisdiction absent registration or an applicable exemption from the registration requirements of any such jurisdiction.

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 All statements that address events or developments that we expect or anticipate will occur in the future — including statements relating to the potential tender offer, the consummation of the transactions contemplated by the TCA, operating at greater scale  and long-term value creation for CBFI holders, are all 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) the inability to satisfy the conditions to the consummation of the transactions contemplated by the TCA including, but not limited to, the acquisition by FIBRA Prologis of a sufficient amount of the outstanding FIBRA Macquarie CBFI in a tender offer to be launched by FIBRA Prologis , (ii) national, international, regional and local economic climates, (iii) changes in financial markets, interest rates and foreign currency exchange rates, (iv) increased or unanticipated competition for our properties, (v) risks associated with acquisitions, dispositions and development of properties, (vi) maintenance of real estate investment trust ("FIBRA") status and tax structuring, (vii) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (viii) risks related to our investments (ix) environmental uncertainties, including risks of natural disasters, and (x) 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.

ABOUT FIBRA PROLOGIS

FIBRA Prologis is a leading owner and operator of Class-A industrial real estate in Mexico. As of December 31, 2025, the company’s portfolio comprised 518 Investment Properties, totaling 87.4 million square feet (8.1 million square meters). This includes 350 logistics and manufacturing facilities across 6 industrial core markets in Mexico, comprising 65.9 million square feet (6.1 million square meters) of Gross Leasing Area (GLA) and 168 buildings with 21.5 million square feet (1.9 million square meters) of non-strategic assets in other markets.

For any questions regarding the foregoing, please contact Alexandra Violante at (aviolante@prologis.com)

ABOUT MACQUARIE ASSET MANAGEMENT 

Macquarie Asset Management is a leading global asset manager, trusted by institutions, individuals and communities to responsibly manage US$477 billion in assets. Macquarie Asset Management provides clients with a diverse range of investment solutions that seek to deliver superior risk-adjusted returns. 

Macquarie Asset Management is part of Macquarie Group, a diversified financial group providing clients with asset management, finance, banking, advisory, and risk and capital solutions across debt, equity and commodities. Founded in 1969, Macquarie Group employs over 19,000 people in 31 markets and is listed on the Australian Securities Exchange.

All figures as at 30 September 2025, excluding assets acquired by Nomura on 1 December 2025

Important Notices (Macquarie Asset Management): None of the entities noted in this media release is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and the obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (Macquarie Bank). Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these entities. In addition, if this media release relates to an investment (a) each investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group company guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.

Contact
Lee Lubarsky
lee.lubarsky@macquarie.com
+1-347-302-3000

Released February 25, 2026