FIBRA Prologis announces results of its Tender Offer for Terrafina (TERRA 13)

MEXICO CITY (August 3, 2024) - FIBRA Prologis (BMV: FIBRAPL 14), a leading owner and operator of Class A industrial real estate in Mexico, is pleased to present the results of its tender offer (the “Offer”) to acquire up to 100% of the real estate trust certificates (certificados bursátiles fiduciarios inmobiliarios) issued by CIBanco, S.A., Institución de Banca Múltiple, as trustee of the irrevocable trust agreement number F/00939 (“Terrafina”), identified with ticker symbol “TERRA 13” (“Terrafina CBFIs”), considering that the tender offer period has expired.

Fibra Prologis has received signed acceptance letters for 606,549,920  Terrafina CBFIs representing 77.14% of the outstanding Terrafina CBFIs in its Offer. The number of Exchanged Certificates amounted to 217,176,485 and the amount of cash paid to Terrafina's CBFI holders who elected to exercise their Cash Option amounted to $11,782,140,340.73.

Based on such results, Fibra Prologis is pleased to announce that the Offer was completed successfully, as the requirement that Terrafina holders tender 50% plus one or more of the outstanding Terrafina CBFIs has been satisfied. The settlement of the Offer will be carried out on August 6, 2024, pursuant to the terms of the tender offer prospectus of the Offer.

Finally, we would like to thank the holders of Terrafina that participated in the Offer, acknowledging their confidence in the management of Fibra Prologis and the aggregated value of a combined portfolio.

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, intents, 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” 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 success of closing the tender offer, the expected benefits of the proposed business combination, the potential disadvantages of not participating in the 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, (iv) changes in financial markets, interest rates and foreign currency exchange rates, (v) increased or unanticipated competition for our properties, (vi) risks associated with acquisitions, dispositions and development of properties, (vii) maintenance of real estate investment trust (FIBRA) status and tax structuring, (viii) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (ix) risks related to our investments, (x) risks related to the coronavirus pandemic, (xi) inability to adjust, revise or amend FIBRA Prologis´s fee structure; and (xii) 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 August 3, 2024