May 10, 2019
For Immediate Release

Real Estate Investment Trust Securities Issuer
Star Asia Investment Corporation
Representative: Atsushi Kato, Executive Officer(Code: 3468)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative: Atsushi Kato
President and CEO
Contact: Akiko Kanno
Director and CFO
TEL: +81-3-5425-1340

Notice Concerning Proposal for Merger between Sakura Sogo REIT Investment Corporationand Star Asia Investment Corporation

Star Asia Investment Corporation (SAR) and Star Asia Investment Management Co., Ltd. (the “Asset Manager”)
received an announcement from Lion Partners GK, an affiliate of Star Asia Group, currently holding 11,971
investment units (equivalent to 3.59% of the total investment units), that it conducted two actions as follows:
1) Formulated the plan for merger between SSR and SAR and conveyed it to SSR
2) Called for a general unitholders’ meeting etc. as part of the appropriate actions to consummate themerger
The proposal for merger is being executed by both Lion Partners GK and Star Asia Group including the AssetManager.
SAR and the Asset Manager are strongly certain that this proposal will contribute to unitholders (not only SAR’s
but also SSR’s) profits and maximize value for all unitholders. SAR and the Asset Manager are planning to
execute several actions along with Lion Partners GK and Star Asia Group in order to consummate this proposal
for the benefit of the unitholders of both SAR and SSR.
We deem the merger proposal and the calling for a general unitholders’ meeting conducted by Lion Partners GK
as critically important matters for both unitholders to consider. Therefore please refer to the materials in thelist below.

1. List of materials concerning the proposal and the calling for a general unitholders’ meetingMaterial’s title

ReceiverAttached materials

Proposal for Merger of Sakura Sogo REIT Investment Corporation

concerning this press

and Star Asia Investment Corporation (Summary)releaseAppendix 1

Proposal for Merger of Sakura Sogo REIT Investment Corporationand Star Asia Investment Corporation

1

SSR’s Unitholders

Appendix 2

Description of “Proposal for Merger of Sakura Sogo REIT Investment

SAR’s Unitholders

Corporation and Star Asia Investment Corporation” by the Star Asia
Group
2. Proposal
Lion Partners GK and Star Asia Group regard the proposal as “ A merger of unitholders, by unitholders, and for unitholders”,
and we would like SSR’s unitholders to approve this merger proposal.
As to details, please kindly refer to Appendix 1.
3. Calling for a general unitholders’ meeting
As a part of activities for realizing the proposal, Lion Partners GK has executed its legitimate right granted by Act on
Investment Trusts and Investment Corporations and has called for a general unitholders’ meeting to SSR as one of the largest
minority unitholders.
Contents are as follows.
■Agenda Items for the Unitholders’ Meeting
1) Dismissal of the current executive director
2) Appointment of the new executive director
3) Terminate the contract with the current asset manager
4) Enter into an agreement with a new asset manager■Reasons for the Agenda Items
・From a minority unitholder’s viewpoint, Lion Partners GK strongly believes that SSR’s asset management is not capable ofmaximizing value for its unitholders and is also not focused on aligning its interest with the interests of unitholders. One
specific example includes the off-set between the “Gains from sale” (along with the disposition fee paid to SSR’s assetmanager) and the “Costs for preparation of a failed new investment units’ issuance” which occurred in June 2018.
Furthermore, by doing this SSR was in contravention of one of its stated basic principles.
・To improve the situation for SSR unitholders, Lion Partners GK believes replacing the current executive director and thecurrent asset manager will be immediately beneficial for SSR’s unitholders.
As mentioned, SAR and Asset Manager firmly believe that both unitholders’ profits will increase and unitholder value will befurther generated and maximized upon completion of the proposed merger..

As such, SAR and Asset Manager will work

diligently with Lion Partners GK in order to facilitate the consummation of this attractive merger proposal..
Please kindly refer to Appendix 2 of the above 1. List of materials concerning the proposal and the calling for a generalunitholders’ meeting .
4. Future outlook
As further information or details become available, we will certainly disclose such information promptly to all unitholders. .
*This material has been distributed to:
the Kabuto Club, the Ministry of Land, Infrastructure, Transport and Tourism Press Club, the Ministry of Land, Infrastructure,
Transport and Tourism Press Club for Construction Publications*SAR HP URL: http://starasia-reit.com/*Star Asia Group HP URL: http://starasiamanagement.com/*SAR official YouTube channel URL: https://www.youtube.com/channel/UCYasJn4xrns2fhyZFKMAELw2

Short-term DPU
growth targetc. ¥100(Note 1)

Further accelerated

Calling for a general unitholders meeting
Lion Partners GK, a Star Asia Group Company, called for an SSR general unitholders meeting on
May 10, 2019 to deliver our proposal to replace the current Executive Director and Asset Manager
as an interim step towards the ultimate goal of a merger between SSR and SAR
Based on the following proposal, we respectfully seek for you to submit a proxy letter to Lion
Partners GK or vote FOR the proposed agendas
We would like to ask you to take one of the following actions:

Calling for a generalunitholders meeting
Proposal of a merger

May 2019

c. 2months

Jul 2019

General unitholders
meeting (SSR)

1.Provide us with
an authorization
letter (POA)

2.Vote for our proposals
at the unitholders’meetings

3.Vote for our
proposals by sending
the voting forms

Agenda items to be submitted to SSR’s general unitholders meeting,and the rationale for each

Change of executive director
Negotiation Regarding theConditions of Merger
Agreement-Agenda 1
Agenda 2✓About
Sep 2019

About
Nov/Dec 2019

Merger agreement

General unitholders meeting toapprove the proposed merger(SSR/SAR)

Our nominee forthe new Executive
Director of SSR

We propose the removal of the existing Executive Director
and the appointment of Toru Sugihara, Representative
Director of Lion Partners GK (an SSR unitholder), as the new
Executive Director in order to depart from non-unitholder
oriented asset management

Change of asset manager-AboutFeb 2020

Dismissal of the current executive directorAppointment of new executive director

Agenda 3 Terminate the contract with the current
asset manager
Agenda 4 Enter into an agreement with a new assetmanager✓MergerEnter into a new agreement with Star Asia Investment
Management (SAR’s asset manager) which has a strong
track record of delivering and maximizing unitholder’s value

Toru Sugihara
Representative Director of Lion Partners GK (Star Asia Group Company)（Former Director and CFO of Star Asia Investment Corporation）
BioApril 1991

Joined Nomura Securities Co., Ltd.

October 2006
July 2012

Joined Barclays Securities Japan Limited
Joined Kenedix, Inc.

February 2015
June 2015

Joined the Tokyo Branch of Star Asia Management Japan Ltd.
Seconded to Star Asia Investment Management Co., Ltd. as Executive Director and CFOAugust 2015April 2019

Director and CFO of Star Asia Investment Management Co., Ltd.
Representative Director of Lion Partners GK (Star Asia Group Company)

Ever since the creation of the J-REIT market, I have focus on and desired its growth from the standpoint of a securities firm and as aREIT sponsor. Since June 2015, I have worked as a REIT asset manager to win the trust of investors as widely as possible through theoptimal management of assets. Based on a deep understanding of the systems and history of the J-REIT market I am conducting corporate
action through an unprecedented use of the unitholders’ right to call for a general unitholders meeting in order to benefit the J-REIT market
and its investors and to aid further market development
This proposal is a call for a general unitholders meeting, aiming for a merger for unitholders by minority unitholders, which would be afirst for the J-REIT market, and it is my strong conviction that the proposal will undoubtedly benefit all unitholders<Inquiries regarding this material>
Lion Partners GK◼
TEL：03-4577-7871◼
E-mail：info＠starasia-lp.com◼

This document has been prepared solely for the purpose of providing information relating to Lion Partners GK’s proposal of a merger between SSR
and SAR, and not for offering, soliciting or selling any specific product◼

Copying, reprinting or any other use of the contents of this document without prior approval is strictly prohibited. This document includes charts,graphs, data, etc. publicized by third parties. It also includes descriptions related to analysis, judgments and other opinions by Star Asia Group