July 29, 2020
For Immediate Release
Real Estate Investment Trust Securities Issuer
Star Asia Investment Corporation
Representative: Atsushi Kato, Executive Director(Securities Code: 3468)
Real Estate Investment Trust Securities Issuer
Sakura Sogo REIT Investment Corporation
Representative: Toru Sugihara, Executive Director(Securities Code: 3473)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative: Atsushi Kato, President and CEO
Inquiries:
Akiko Kanno, Director and CFO
TEL: 03-5425-1340

Notice Concerning the Support System Etc. after the Merger between
Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation
Star Asia Investment Corporation (“SAR”) and its asset manager Star Asia Investment Management Co., Ltd. (“AssetManager”) today decided to enter into a “Comprehensive Support Agreement regarding Properties Acquisition andProperties Management” (“Comprehensive Support Agreement”) with NIPPON KANZAI Co. Ltd. (“Nippon Kanzai”) and its
100% subsidiary, Tokyo Capital Management Co., Ltd. (“Tokyo Capital”, and together with Nippon Kanzai collectively
referred to as the “Two Firms”). Furthermore, the Asset Manager, in anticipation of the management system to be inplace after the merger (the “Merger”) between SAR and Sakura Sogo REIT Investment Corporation (“SSR”), has decided tosign an agreement regarding cancellation of the “Master Property Management Commissioning Agreement” (“MPMAgreement”) with respect to the 9 properties held by SSR (the “MPM Agreement Cancellation Agreement”), and to newly
enter into the “Property Management Agreement” (“New PM Agreement”) with respect to the 10 properties held by SSR.
By entering into these agreements, after the Merger, SAR will have Nippon Kanzai and Tokyo Capital as “Sub-sponsors”,
and it is expected that SAR will be able to receive various support from the Sub-sponsors with respect to properties heldby SAR or properties to be considered for acquisition. After the Merger, SAR and the Asset Manager will continue
operations in pursuit of maximization of unitholders’ interests under the support of Star Asia Group as before, and also byreceiving strong support from Nippon Kanzai and Tokyo Capital. Please see below for details of the support system etc.
1.

Comprehensive Support Agreement(1)

Main purpose of signing the Comprehensive Support Agreement
The post-Merger SAR will position the Two Firms which have contributed to the management and operations ofSSR’s held properties as “Sub-sponsors”, and the Comprehensive Support Agreement will be signed under theexpectation to receive even more stronger support than before from them. SAR and the Asset Manager after theMerger will continue to pursue maximization of unitholders’ interests going forward, using the Two Firm’s expert
knowledge of building management and operations, as well as their information gathering capabilities leveraging on
their broad network. The Comprehensive Support Agreement is to come into effect on August 1, 2020 which isthe expected date of effectuation of the Merger.
1(2)General Description of the Comprehensive Support Agreement
Contract Parties

SAR, the Asset Manager, Nippon Kanzai and Tokyo Capital

Contract Signing Date

July 29, 2020

Contract Effective Date

August 1, 2020

General Description of-Support

Nippon Kanzai or Tokyo Capital will provide to the Asset Manager, except undercertain circumstances, sale and purchase information regarding properties held by
third parties which have been acquired by Nippon Kanzai or Tokyo Capital.

-If requested by the Asset Manager, Nippon Kanzai or Tokyo Capital will (1) provide
advice on preparation of the management and operations plan regarding properties
considered for acquisition by SAR, (2) provide advice regarding the management
and operations of properties held by SAR, and (3) provide cooperation to secure
human resources at the Asset Manager, including seconding sending staff on
secondment from Nippon Kanzai or Tokyo Capital.

-The Asset Manager and Nippon Kanzai or Tokyo Capital will set a venue for periodic
discussions, and share information concerning SAR’s growth strategy etc. asnecessary, and consider methods to contribute to the maximization of unitholders’interests.

(3)

General Description of the Contract Counterparties
NameNIPPON KANZAI Co. Ltd.

Tokyo Capital Management Co., Ltd.

Location

2-1-10 Nihonbashi, Chuo-ku, Tokyo

1-14-2 Nishishimbashi, Minato-ku, Tokyo,

5th Floor, Yanagiya BuildingShimbashi SY Bldg. 9F

Representative Director and President
Shintaro Fukuda
Building management and operations

Representative Director and President
Akihiko Soga

Representative Director
Outline of Main Business(building management, security services)
Residential management

Composition, management, and advice

Environmental facility management

regarding domestic real estate funds

Real estate fund management
Other businesses
CapitalJPY 3 billion (Note 1)

JPY 100 million

Date of Foundation

October 1965

January 2007

Net Assets

53,029,912 thousand yen (Note 2)

Not disclosed (Note 3)

Total Assets

77,024,136 thousand yen (Note 2)

Not disclosed (Note 3)

Large Shareholders andNippon Service Master Yugen Kaisha

NIPPON KANZAI Co. Ltd.

Shareholdings Ratios

33.58% (Note 4)

100%Relationship with SAR and the Asset Manager
Capital relationships

No capital relationships worthy of mention.

Personal relationships

No personal relationships worthy of mention; however, SAR, the Asset Manager and the TwoFirms have signed the Comprehensive Support Agreement on July 29, 2020, which provides
for the Asset Manager to secure human resources including by secondment from NipponKanzai or Tokyo Capital. As of today, 2 persons have been seconded from Tokyo Capital to2

the Asset Manager.
Business relationships

The Two Firms have been commissioned to manage etc. multiple properties held by SSR.
Even after the Merger, the Two Firms will continue to be commissioned to manage etc. themultiple properties held by SAR, or will are expected to be newly commissioned.
Furthermore, SAR, the Asset Manager, and the Two Firms have signed the Comprehensive
Support Agreement on July 29, 2020, and if requested by the Asset Manager, Nippon Kanzai
or Tokyo Capital will (1) provide advice on preparation of the management and operations
plan regarding properties considered for acquisition by SAR, or (2) provide advice regarding
the management and operations of properties held by SAR. (Please refer to “(2) General
Description of the Comprehensive Support Agreement” above.)

Interested Parties Status

The Two Firms do not fall under interested parties etc. under the Investment Trust Act, andsuch provisions are not applicable.

(4)(Note 1)This figure is as of the fiscal period ended March 31, 2020.

(Note 2)

These figures are from the consolidated balance sheet for the fiscal period ended March 31, 2020.

(Note 3)As the firm is not listed, these figures are not disclosed.

(Note 4)This is information for the fiscal period ended March 31, 2020.

SAR’s Support System (Structure Diagram) after the Merger (on and after August 1, 2020)

Star Asia Investment Corporation①②

Star Asia Investment
Management Co., ltd.

③

Sub Sponsor

SponsorNIPPON KANZAI Co., Ltd.
Tokyo Capital Management Co.,Star Asia Management Limited

Ltd.
(Note) The above structure diagram has been prepared by extracting only the support system portion, and does notcover all of the agreements entered into by SAR.

(1)

Asset Management Agreement(2)

Sponsor Support Agreement(3)

Comprehensive Support Agreement regarding Properties Acquisition and Properties Management32.

Cancellation of the MPM Agreement and Signing of the New PM Agreement(1)

The Purpose of Cancellation of the MPM Agreement and signing of the New PM Agreement
In relation to the signing of the Comprehensive Support Agreement described above, upon entering into theMerger, in order to renew the management and operations system related to SSR-held properties, the MPM
Agreement has been cancelled by agreement by signing the MPM Agreement Cancellation Agreement, and theNew PM Agreement has been signed after careful examination and organization of the contents of workcommissioned to Tokyo Capital under the agreement.
(2)

General Description of the MPM Agreement Cancellation Agreement
Contract Parties

SSR, trustees of each property (Note 1), Tokyo Capital, and Master Lessee Mars Limited GodoKaisha (Note 2)

Contract Signing Date

July 31, 2020

MPM Agreement

July 31, 2020Cancellation Date
Properties subject to the①

NK BLDG.（Office）

MPM Agreement②

Takadanobaba Access（Office）

Cancellation Agreement③

Azabu Amerex BLDG.（Office）④

Shin-Yokohama Nara BLDG.（Office）⑤

Suroy Mall Chikushino（Retail）⑥

Seiyu Minakuchi（Retail）⑦

Suroy Mall Nagamine（Retail）⑧

Matsuya Residence Sekime（Residential）⑨Urban Plaza Imazato（Residential）(Note 1)This refers to the trustees related to the properties (9 properties) subject to the MPM Agreement Cancellation
Agreement: Sumitomo Mitsui Trust Bank, Ltd., Mitsubishi UFJ Trust and Banking Corporation, or Aozora Bank,Ltd.

(Note 2)The master lessee related to the 9 properties subject to the MPM Agreement Cancellation Agreement. The
same applies below.

(3)

General Description of the New PM Agreement
Contract Parties

SSR (Note 3), trustees of each property (Note 4), Tokyo Capital, and Master Lessee Mars
Limited Godo Kaisha

Contract Signing Date

July 31, 2020

Effective Date

August 1, 2020

Properties subject to the①

Seishin BLDG. （Office）

New PM Agreement②

NK BLDG.（Office）③

Tsukasamachi BLDG.（Office）④

Takadanobaba Access（Office）⑤

Azabu Amerex BLDG. （Office）⑥

Hiei-Kudan BLDG.（Office）⑦

Shin-Yokohama Nara BLDG.（Office）

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(Note 3)⑧The Portal Akihabara（Office）⑨

Matsuya Residence Sekime（Residential）⑩Urban Plaza Imazato（Residential）

With the Merger, the status of SSR under the New PM Agreement shall be comprehensively succeeded to bySAR.

(Note 4)This refers to the trustees of the properties (10 properties) subject to the New PM Agreement: Sumitomo
Mitsui Trust Bank, Ltd., SMBC Trust Bank Limited, Mizuho Trust & Banking Co., Ltd., Aozora Bank, Ltd. and
Mitsubishi UFJ Trust and Banking Corporation.

3.

Future Outlook
The impact on the management status forecast for the fiscal period ending January 31, 2021 (August 1, 2020 toJanuary 31, 2021) which was announced by SAR in the “Notice Concerning the Forecast of Operating Results andDistributions Subsequent to the Merger of Star Asia Investment Corporation and Sakura Sogo REIT Investment
Corporation for the Fiscal Periods Ending January 31, 2021 and July 31, 2021” dated March 2, 2020 and in the “(REIT)
Financial Report for Fiscal Period Ended January 31, 2020” dated March 13, 2020 due to signing etc. of theComprehensive Support Agreement as described in this press release is minor, and there is no change to the forecast.

*Addresses of the websites of the Investment Corporations
Star Asia Investment Corporation:

http://starasia-reit.com/en/

Sakura Sogo REIT Investment Corporation: http://sakurasogoreit.com/en/

This is an English translation of the announcement in Japanese dated July 29, 2020. However, no assurance or warranties
are given for the completeness or accuracy of this English translation.

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