FIBRA Prologis announces that the Federal Antitrust Commission (Comisión Federal de Competencia Económica) has issued a unanimous and unconditional authorization to FIBRA Prologis to carry out the tender offer and reciprocal subscription of Terrafina's real estate trust certificates, and reiterates the Deloitte Tax Opinion which reaffirms the Tender Offer Prospectus, including the position that a delisting of Terrafina would be non-taxable.

MEXICO CITY (June 10, 2024) - FIBRA Prologis (BMV: FIBRAPL 14), an owner and operator of Class A industrial real estate in Mexico, announces that it has received today from the Federal Antitrust Commission (Comisión Federal de Competencia Económica, COFECE) a unanimous and unconditional authorization for a period of 6 months to carry out the tender offer and reciprocal subscription of up to 100% of Terrafina's real estate trust certificates identified with ticker symbol “TERRA 13” (the “Terrafina CBFIs”), and that the corresponding condition set forth in the tender offer prospectus published by FIBRA Prologis (the “Tender Offer Prospectus”) is now satisfied. There are no additional conditions set forth in the Tender Offer Prospectus pending to be satisfied in order to close the tender offer, other than holders representing at least 51% of Terrafina CBFIs participate in the offering.

FIBRA Prologis reiterates that on June 9, 2024, it obtained a tax opinion from Deloitte, which is consistent with the conclusions and disclosures set forth in the Tender Offer Prospectus (folleto informativo), including that the delisting of Terrafina is not a taxable event under Mexico tax regulations.

Finally, as a result of the tender office notice published today by CI Banco, S.A., Institución de Banca Múltiple, as trustee of the trust identified under number CIB/4338, BP MX Industrial Real Estate Holdco LLC, as settlor and beneficiary, and CI Banco, S.A., Institución de Banca Múltiple, as trustee of the trust identified under number CIB/4235, as settlor and beneficiary, collectively as offeror, FIBRA Prologis announces today that it is extending its tender offer expiration date until June 21, 2024.

The FIBRA Prologis real estate trust certificates offered in the tender offer have not been, nor will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws.

ABOUT FIBRA PROLOGIS

FIBRA Prologis is a leading owner and operator of Class-A industrial real estate in Mexico. As of March 31, 2024, FIBRA Prologis was comprised of 236 logistics and manufacturing facilities in six industrial markets in Mexico totaling 46.9 million square feet (4.4 million square meters) of gross leasable area.

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 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 the terms of the tender offer, any tax consequences of the tender offer, or events or developments that we expect or anticipate will occur in the future, 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) competing bids for the acquisition of Terrafina, (ii) varying interpretations of regulations by governing authorities, (iii) national, international, regional and local economic climates, (ii) 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) risks related to the coronavirus pandemic, and (x) those additional factors discussed in Tender Offer Prospectus and reports filed with the “Comisión Nacional Bancaria y de Valores” 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.

INVESTOR RELATION CONTACTS

Alexandra Violante, Tel: +52 55 1105 2955, aviolante@prologis.com
Montserrat Chavez, Tel: +52 55 1105 2941, mchavez@prologis.com

CONTACT WITH MEDIA

Begoña Sordo, Tel: +52 55 1105 2946, bsordo@prologis.com

Released June 10, 2024