FIBRA Prologis Reminds Terrafina holders of July 22, 2024 Tender Offer Expiration Date

MEXICO CITY (July 19, 2024) - FIBRA Prologis (BMV: FIBRAPL 14), a leading owner and operator of Class A industrial real estate in Mexico, reminds investors that its tender offer and reciprocal subscription for up to 100% of Terrafina's CBFIs (the “Offer”) will expire at 23:59:59 Mexico City time on July 22, 2024 (the “Expiration Date”) and reiterates that its Offer has no conditions outstanding beyond the requirement that Terrafina holders tender 50% plus one or more of the outstanding Terrafina CBFIs.

Under the terms of the Offer, each Terrafina holder has the option to tender their Terrafina CBFIs for FIBRA Prologis CBFIs at either an exchange ratio of 0.63 FIBRA Prologis CBFIs for each Terrafina CBFI, or for cash at a price of MXN$45 pesos per Terrafina CBFI; provided, that the total amount in cash being offered by FIBRA Prologis is MXN$3,538,180,283, which is the equivalent of 10% of the total amount of the offering (the “Maximum Offered Cash Amount”). Should Terrafina holders on aggregate elect to tender their Terrafina CBFIs for cash in excess of the Maximum Offered Cash Amount, those Terrafina holders electing cash will be ratably scaled back and receive the Maximum Offered Cash Amount on a pro rata basis. The balance of their bid would be paid in FIBRA Prologis CBFIs at the exchange ratio described above. For the avoidance of doubt, those Terrafina holders electing FIBRA Prologis CBFIs will receive their consideration entirely in FIBRA Prologis CBFIs consistent with their election.

No assurances can be made that FIBRA Prologis will extend the Offer period beyond the Expiration Date (unless it is legally required to do so) or that FIBRA Prologis will conduct any subsequent tender offers on terms as favorable as the current Offer once it has expired. Furthermore, it should be noted that residual or stub Terrafina CBFI holders left behind will likely be unable to participate in another tender offer from any third party beyond FIBRA Prologis or its affiliates upon the successful closing of the Offer. FIBRA Prologis also cautions investors of the limited liquidity that may persist in Terrafina CBFIs after the Expiration Date, assuming the success of its Offer.

FIBRA Prologis continues to highlight the benefits for Terrafina holders to elect FIBRA Prologis CBFIs and participate in the potential value upside of the combined entity. FIBRA Prologis represents one of the longest-running public real estate vehicles in Mexico and has demonstrated an important commitment to investors in contrast to others who have either left the market for outside-Mexico exchanges or would take their portfolios private, depriving the market of investment opportunity into a vital real estate sector.

FIBRA Prologis has been transparent in its intentions since initiating this process in February, 2024 and responsive to the inquiries, concerns and suggestions of all holders. This includes clarification of tax matters, inclusion of a cash option and upward-revision of our offer price. The table below demonstrates a range of values that would be achieved by tendering holders based upon recently observed market trading prices reinforcing the potential upside upon tendering for FIBRA Prologis CBFIs. This context is important and required as a comparison to cash offers as such conversion into FIBRA Prologis CFBIs is not a liquidity event and share prices float each day.

Source: FactSet as of 07/18/2024.

Total return since IPO through 07/18/2024 is 279.4% with a CAGR of 14.1%. Total return data is sourced from S&P Capital IQ.

In the event that any holder of Terrafina's CBFIs wishing to participate in the Offer or has any doubts or questions as to how any of them may participate in the Offer, they may contact Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, miembro de Grupo Financiero Citibanamex, at the attention of Xavier Mendez Azuela, Nicholas Leavell and Emma Born (with email addresses: xavier.mendezazuela@citi.com, nicholas.leavell@citi.com and emma.born@citi.com.

The FIBRA Prologis CBFIs offered in the 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 June 30, 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,” “will,” “believes,” “potential,” “estimates,” “should,” “would” and 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, the expected benefits of the proposed business combination, the potential downside of not tendering in 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 July 19, 2024