May 14, 2024
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 Signing of Comprehensive Support Agreement for Hotel Operations
Star Asia Investment Management Co., Ltd. (the “Asset Manager”), to which Star Asia Investment Corporation(“SAR”) entrusts the management of its assets, announces today that it has been decided that a “Comprehensive
Support Agreement for Hotel Operations Etc.” (hereinafter referred to as the “Comprehensive SupportAgreement”) will be signed among SAR, the Asset Manager, and Polaris Holdings Co., Ltd. (hereinafter referredto as “Polaris”) which belongs to the Sponsor Group of SAR. Details are described below.
1.

The Comprehensive Support Agreement(1) Reason for Signing the Comprehensive Support Agreement
SAR which is a diversified REIT currently manages 74 assets (71 real estate properties, 2 investments inmezzanine loan receivables, and 1 investment in preferred securities) totaling 243.8 billion yen. Of the16 hotel assets held by SAR, 8 properties are leased by a Polaris subsidiary which operates the hotels as
the hotel operator.
Polaris which is a listed company (Code: 3010) operates (as of today) 50 hotels with 8,958 rooms inJapan and abroad. In addition, as it is a member of the Star Asia Group, Polaris has pursued operations
by applying an investment management perspective, and has achieved increase in revenues andlowering the break-even point, contributing to the internal growth of SAR.
The Asset Manager believes that the conclusion of the Comprehensive Support Agreement will further
enhance synergies with Polaris, accelerate the future increase in revenues from SAR's hotel assets, andcontribute to the achievement of "DPU of 1,600 yen or more" which was an objective established inSAR’s mid-term business plan (announced in March 2021), thereby contributing to the maximization ofunitholders’ interests.
The Asset Manager, SAR, and Polaris have decided to enter into the Comprehensive Support
Agreement, in light of the purpose of the "Sponsor Support Agreement" dated January 14, 2016 signed
among SAR, the Asset Manager, and Star Asia Management LLC which is a sponsor company (including
subsequent amendments thereto, hereinafter referred to as the "Support Agreement"), for the purposeof contributing to the expansion of business and increase of revenues of each party through mutual
provision of hotel-related information (expertise on hotel management, information on sales andpurchases related to the hotels, etc.).

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(2) Overview of the Comprehensive Support Agreement
Contract Parties

SAR, the Asset Manager, Polaris

Contract Signing DateMay 1, 2024

Contract Period

Unless otherwise requested by a contract party in writing, the Agreement shall berenewed for one year under the same terms and conditions, and the same shall apply
thereafter.

General Description of1. Provision of information concerning hotels held by SAR

Support-When considering the sale of a hotel held by SAR, the Asset Manager shall inprinciple provide any information which it has provided to third parties toPolaris as well without delay, except in certain cases.

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When considering replacement of the hotel operator of a hotel held by SAR, theAsset Manager shall in principle provide any information which it has providedto third parties to Polaris as well without delay, except in certain cases.

2. Provision of information regarding the sale of hotels by Polaris-In the case that Polaris considers selling a hotel owned by it, Polaris shall provide
information of the relevant hotel to SAR and the Asset Manager in accordancewith the provisions of the Support Agreement.

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In the case that Polaris obtains information on the sale of a hotel owned by athird party, Polaris shall provide information regarding the hotel to SAR and theAsset Manager, in accordance with the provisions of the Support Agreement.

3. Support for SAR in the stage of considering property acquisitions-

When requested from the Asset Manager, Polaris shall provide advice on hotels
being considered for acquisition by SAR, including analysis of assumed hotelrevenues and analysis of the relevant hotel market, which are important for thecalculation of the acquisition price, etc.

4. Support regarding hotels held by SAR-

When requested from the Asset Manager, Polaris shall provide advice on themanagement and operations of the hotels held by SAR.

5. Co-investment-In the event that if either the Asset Manager or Polaris is unable to acquire inwhole a hotel property which it is considering purchasing, it may request theother party to make a co-investment in such property. However, making a coinvestment is not obligatory.

6. Provision of strategic advice-The Asset Manager and Polaris shall set up meetings for discussion purposes asnecessary, share information on each other’s growth strategies etc., and jointly
consider measures that will contribute to maximizing the interests of both SAR’s
unitholders and Polaris shareholders.

2(3) Overview of the Contract Counterparty
NamePolaris Holdings Co., Ltd.

LocationYamazaki Kyodo Building, 1-12-3 Iwamoto-cho, Chiyoda-ku, Tokyo

Representative
Director
Outline of Main
Business

President & CEO Takahiro Tsujikawa
Hotel business and real estate business

Capital64,571 thousand yen (note 1)

Date of Foundation

September 20, 1912

Net Assets

6,550,585 thousand yen (note 1)

Total Assets

24,254,431 thousand yen (note1)

Large Shareholders

Star Asia Opportunity Ⅲ LP 73.0 % (note 2)

and Shareholdings
RatiosRelationship with SAR and the Asset Manager
CapitalAlthough there is no capital relationship between SAR/the Asset Manager and Polarisrelationships

worthy of note, the company is an interested person as defined in Article 201,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations(hereinafter referred to as the "Investment Trust Act"), and Article 123 of the Orderfor Enforcement of the Investment Trust Act. Furthermore, the company also falls
under the category of interested party as prescribed in the “Rules on Transactions
with Interested Parties” which are the voluntary rules set forth by the Asset Manager
for preventing conflict of interests regarding its management of SAR’s assets. Upon
entering into the Comprehensive Support Agreement, the Asset Manager has
conducted deliberations and approval processes in accordance with laws andregulations and such rules.

Personal

There are no personal relationships worthy of note.

relationships
Business

Although there is no direct business relationship between SAR/the Asset Manager andrelationships

Polaris, a subsidiary of Polaris is a lessee of real estate properties held by SAR.

Interested Parties

Polaris is an interested person as defined in the Investment Trust Act. Furthermore, it

Statusalso falls under the category of interested party as prescribed in the “Rules on
Transactions with Interested Parties” which are the voluntary rules set forth by theAsset Manager for preventing conflict of interests regarding its management of SAR’sassets. Upon entering into the Comprehensive Support Agreement, the AssetManager has conducted deliberations and approval processes in accordance with laws
and regulations and such rules.

(Note 1)This states the status as of the end of December 2023.

(Note 2)This states the status as of February 19, 2024.

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(4) SAR’s Support System (Structure Diagram)(Note) The above structure diagram has been prepared by extracting only the support system portion,and does not cover all of the agreements entered into by SAR.

(1) Asset Management Agreement(2) Support Agreement(3) Comprehensive Support Agreement regarding Properties Acquisition and Properties
Management(4) Comprehensive Support Agreement
2.

Future outlook
The impact of entering into the Support Agreement on SAR’s operating results is immaterial, and there
are no changes to the forecasts of operating results for the fiscal period ending July 31, 2024 (February 1,2024 to July 31, 2024) and ending January 31, 2025 (August 1, 2024 to January 31, 2025) which wereannounced by SAR in the “Financial Report for Fiscal Period Ended January 31, 2024” on March 15, 2024.

* Star Asia Investment Corporation website address: https://starasia-reit.com/en/

This is an English translation of the announcement in Japanese dated May 14, 2024.
However, no assurance or warranties are given for the completeness or accuracy of this English translation.

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