June 23, 2016

Summary of Earnings Results
for the Twentieth Fiscal Period(From November 1, 2015 to April 30, 2016)
Top REIT, Inc. (listed on the Tokyo Stock Exchange with securities code 8982, hereinafter “Top REIT”) hereby
announces its earnings results for the fiscal period ended April 30, 2016 (Twentieth fiscal period).

1. Earnings Results for the Twentieth Fiscal Period
Twentieth Fiscal Period (20th FP): From November 1, 2015 to April 30, 2016
Nineteenth Fiscal Period (19th FP): From May 1, 2015 to October 31, 2015
(1) Business Results
Operating
Revenue
Period ended
Apr 30, 2016 (20th FP)
Oct 31, 2015 (19th FP)

Period ended
Apr 30, 2016 (20th FP)
Oct 31, 2015 (19th FP)

Period-on-Period
ChangeMillions of yen

Operating
IncomePeriod-on-Period
ChangeMillions of yen

0.9 %(4.4%)¥2,317¥2,210

4.8%(10.6%)Net
IncomePeriod-on-Period
ChangeNet
Incomeper Unit

Ratio ofNet Income toUnitholders’Equity–(8.6%)(¥20,318)¥9,513

Millions of yen

Period-on-Period
ChangeMillions of yen¥5,414¥5,368(¥3,576)¥1,674

Ordinary
Income¥1,815¥1,6549.8%(12.6%)

Ratio ofRatio of
Ordinary Income
Ordinary Income
to Operating
to Total Assets
RevenueYen(4.0%)
1.8%

1.0%
0.9%

33.5 %
30.8%

Dividend
Payout Ratio

Ratio of
Dividends to
Net Assets–
102.6%–
1.8%(Note) Net income per unit is rounded down to the nearest yen.

(2) Dividends
Dividend(excluding dividend in excess ofearnings)
Per Unit
Total
Period ended
Apr 30, 2016 (20th FP)
Oct 31, 2015 (19th FP)

Yen¥0¥9,761Dividend in Excess of Earning
Per Unit

Millions of yen¥–¥1,717

Total
Yen¥11,460¥0Millions of yen¥2,016¥–(Note 1)Since the 43 million yen of reversal of reserve for reduction entry has been added to unappropriated retained earnings for dividends, there aredifferences between Net Income and Total amount of Dividends as well as Dividend per Unit and Net Income per Unit for the Period ended
October 31, 2015.
(Note 2) Dividend in Excess of Earnings (Per Unit) and Dividend in Excess of Earnings (Total) for the Period ended April 30, 2016 are based on thereserve for temporary difference adjustments.
(Note 3) Dividend Payout Ratio and Ratio of Dividends to Net Assets have not been stated for the Period ended April 30, 2016 because there was a net
loss per unit in the 20th fiscal period.

(3) Financial Position
Total Assets
As of
Apr 30, 2016 (20th FP)
Oct 31, 2015 (19th FP)

Millions of yen¥183,919¥189,568

Net Assets

Ratio of
Unitholders’ Equity to
Total Assets

Net Assets per Unit

47.7%
49.0%

¥498,129¥528,278

Millions of yen¥87,670¥92,976(Note) Net assets per unit are rounded down to the nearest yen.

1Yen

(4) Cash FlowsNet Cash
Provided by (Used in)Operating Activities
Period ended
Apr 30, 2016 (20th FP)
Oct 31, 2015 (19th FP)

Net Cash
Provided by (Used in)Investing Activities

Millions of yen

Net Cash
Provided by (Used in)
Financing Activities

Millions of yen¥3,005¥2,715

Cash and
Cash Equivalents
at End of Period

Millions of yen(¥876)(¥317)

Millions of yen(¥1,812)(¥2,022)

2. Earnings Forecasts for the Twenty first Fiscal Period(Reference)¥6,536¥6,220(Note)

Twenty first Fiscal Period (21st FP): From May 1, 2016 to October 31, 2016
Operating
Revenue
Period ending
Oct 31, 2016 (21st FP)

Period ending
Oct 31, 2016 (21st FP)

Period-on-Period
ChangeMillions of yen

Operating
IncomePeriod-on-Period
ChangeMillions of yen¥5,324(1.6%)Net
IncomePeriod-on-Period
Change¥2,263¥1,823

Period-on-Period
ChangeMillions of yen(2.3%)¥1,824

Dividend per Unit
(excluding dividend in excess ofearnings)

Millions of yen

Ordinary
Income0.5%

Dividend in Excess of Earnings
per UnitYen–¥9,900Yen¥0(Reference) Estimated net income per unit for the 21st FP: ¥10,360
With regard to Dividends (Per Unit), it is assumed that the amount remaining after deducting the partial reversal of the reserve for temporary
difference adjustments from the estimated net income for the 20th fiscal period will be almost fully distributed as dividends.

(Note)

This earnings forecast does not incorporate the execution of the merger with Nomura Real Estate Master Fund Inc. stated in “(e) Significant
Subsequent Events” of “(2) Outlook for the next fiscal periods” in “4. Asset Management Performance” below and is only provided as a reference
from the perspective of continuity of disclosure. Accordingly, please note that this earnings forecast does not constitute an earnings forecast for Top
REIT’s most recent fiscal period that ends the day before the effective date of the merger upon execution of the merger (the deemed businessperiod). Please refer to the “Notice Concerning Forecasts of Financial Results for the Fiscal Period Ending February 28, 2017 following the Merger
between Nomura Real Estate Master Fund, Inc., and Top REIT, Inc.” released on May 26, 2016 regarding post-merger earnings forecasts upon
execution of the merger.

3. Others(1) Changes in Accounting Policies, Changes in Accounting Estimates and Restatements of Revisions
a. Changes in accounting policies due to amended accounting standards: No
b. Changes in accounting policies due to other factors from a. above:Noc. Changes in accounting estimates:
Nod. Restatements of revisions:No(2) Total Number of Investment Units Issued and Outstandinga. Total number of investment units (including treasury investment units) issued and outstanding at the endof fiscal period
As of April 30, 2016 (20th FP):
176,000 units
As of October 31, 2015 (19th FP):
176,000 units
b. Number of treasury investment units issued and outstanding at the end of fiscal period
As of April 30, 2016 (20th FP):
0 units
As of October 31, 2015 (19th FP):
0 units* Statement on Implementation Status of Audit Procedure
This Summary of Earnings Results (“Kessan Tanshin” in Japanese) report is outside the scope of theauditing procedure under the Financial Instruments and Exchange Act. As of the publication of this report,
no auditing procedure under the Financial Instruments and Exchange Act has been completed for theearnings results.
* Explanation on the Appropriate Use of Earnings Forecasts, and Other Matters of Special Note
The earnings forecasts and other forward-looking statements contained in this document are based on
information currently available to and certain assumptions deemed reasonable by Top REIT. Accordingly,
the actual results may differ materially due to a variety of factors. Moreover, the forecasts should not be
construed as a guarantee of the dividend amount.

2

This Summary of Earnings Results is translated from the Japanese “Kessan Tanshin” report, dated June 23,
2016, which is prepared in accordance with generally accepted accounting principles in Japan and Japaneselaw.
Unless otherwise stated, fractions less than the specified unit are rounded down to the nearest specified unit formonetary amounts and rounded to the nearest specified unit for percentage figures.

34. Asset Management Performance(1) Operations during the Twentieth Fiscal Period
A. Brief Background of Top REIT
Top REIT was founded on November 2, 2005 based on the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951, as amended; the “Investment Trust Act”) with Top REIT AssetManagement Co., Ltd. (the “Asset Manager”) as the incorporator. On March 1, 2006, Top REIT was listedon the Real Estate Investment Trust Section of the Tokyo Stock Exchange (TSE) (Securities Code: 8982)
with the number of investment units issued and outstanding totaling 145,500 units. As of the end of the 20th
fiscal period (April 30, 2016), the total number of investment units issued and outstanding stood at 176,000
units as a result of the issuance of additional investment units through the third-party allotment (9,500 units)on March 23, 2006, the public offering (20,000 units) on November 25, 2013, and the third-party allotment(1,000 units) on December 13, 2013.
Top REIT manages its portfolio with the aim of maximizing the investment value for its unitholders bysecuring stable revenues over the medium to long term and achieving steady growth of its portfolio. To doso, Top REIT focuses on the two strategies, “Skilled management of a diversified portfolio” and “Optimal
application of the sponsors’ strengths.” As of the end of the 20th fiscal period, its portfolio consisted of 20
properties with a total acquisition value of ¥190,484 million.
B. Investment Environment and Asset Management Performance<Investment Environment>(a)Economy in General
The Japanese economy continues to be sluggish due to the downturn in the global economy, demonstrated
by the deceleration of emerging countries in terms of exports and production and an economic slowdown inadvanced countries.
While the existence of such an economic environment still demands close monitoring of U.S. interest rate
trends, China’s growth stagnation, resource-rich countries’ economic trends and other various global risk
factors that may impact the Japanese economy, it is expected that such factors as developments ineconomic policy and increases in domestic demand backed by the ongoing introduction of “Quantitativeand Qualitative Monetary Easing with a Negative Interest Rate” will bring moderate expansion to theJapanese economy in the future.
(b)Real Estate Leasing Market[Office Buildings]
As the vacancy rate continues to improve in not only Tokyo but also Osaka, Fukuoka and other major
office districts, completion of construction on many large-scale buildings is scheduled in 2016 and the
supply of new offices will expand, so the current vacancy rate shows movement towards a slight increasein central Tokyo. In this environment, the rent level has moderately increased and the office leasing market
remains steady. Based on continued assumption of robust office demand buoyed by such factors asincreases in personnel or base location consolidation reflecting improvement in corporate performance, themarket as a whole is expected to continue to be on a moderate recovery trend.
[Retail Properties]
With respect to current personal consumption, consumer sentiment has softened due to economic
uncertainty attributable to a slowdown in improvement of the domestic economy and global fluctuations instock prices and foreign exchange rates. In such an environment, an analysis by business category indicatesthat strong showings are expected to continue for department stores located in large cities, which are
expected to benefit from growth in consumption driven by inbound tourism, and for food supermarkets andother business categories that target a small trade area, which meet the needs of neighboring consumers. On
the other hand, large-scale general supermarkets, and particularly their suburban stores, are being forced to
struggle, and, in this manner, the state of disparities arising in business performance depending on thecharacteristics of individual retail properties is thought to continue.

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[Residential Properties]
The new supply of rental residential property is forecast to remain at a low level due to soaring landacquisition costs and construction costs remaining stuck at a high level. On the other hand, the trend of
population in-migration exceeding out-migration continues in the major urban areas of Japan. As such, afavorable supply-demand environment is expected for highly-competitive rental residential properties thatare excellent in terms of location and quality. Thus, both occupancy rate and rent will remain steady.
(c) Real Estate Transaction Market
In the current real estate transaction market, a positive investment stance is maintained overall, centering
on not only J-REITs but also private placement funds, business corporations, overseas investors and otherinvestors. This has led to capital inflow into the market continuing. On the other hand, transaction prices
continue to be on an upward trend reflecting the fact that information on sale of excellent properties islimited and that conditions for property acquisition are severe because competition over property
acquisition is increasingly intensifying. With investors’ appetites for real estate investment remaining
strong against the backdrop of a favorable financing environment, the downward trend of investment
returns is seem to continue for the time being.
(d) Financial Market
The financial market in the 20th fiscal period saw both short-term and long-term interest rates remain at alow level against the backdrop of the introduction of “Quantitative and Qualitative Monetary Easing with a
Negative Interest Rate” as well as ongoing monetary easing measures taken by the Bank of Japan so far.
The conditions under which these monetary easing measures have been taken are expected to continue.
Therefore, the view is that interest rate levels will remain low in a stable manner for the time being and afinancing environment that is favorable for also J-REITs will continue.
<Asset Management Performance >(a) Acquisition and Disposition of Assets
Top REIT began the 20th fiscal period with 20 properties (total acquisition value: ¥190,484 million). Withan aim to acquire highly-competitive and highly-profitable properties, Top REIT considered acquisition ofproperties through not only the “optimal application of the sponsors’ strengths” but also by utilizing
established information channels and its characteristics as a diversified REIT to collect and carefully selectfrom property sale information, with a focus on excellent office buildings located in central Tokyo at thecore, and also considered revision of the existing portfolio. There was no acquisition and disposition during
the 20th fiscal period, thus Top REIT’s portfolio remains unchanged from the end of previous fiscal year.
On May 26, 2016, Top REIT decided to dispose of the trust beneficiary interests in real estate for the Kojima ×
Bic Camera Kashiwa Store (planned disposition date: August 25, 2016) and has executed a sales agreement forthat disposition.
(b) Management and Maintenance of Portfolio Assets
The basic asset management strategy of Top REIT is sustaining and increasing revenue over the medium tolong term by maintaining and improving tenant satisfaction (the “Tenants First” policy) and keeping
operational management costs at an appropriate level. Top REIT strived to improve tenant satisfaction andmaintain and improve high occupancy rates while sustaining trusted relationships with tenants anddiscerning tenant needs via property management companies.
Regarding maintenance, Top REIT followed up on ensuring that it had an appropriate grasp of theoperational management conditions and steady implementation of asset management plans for each
property. Based on asset management plans, Top REIT also carried out renovation and repairs that
contributed to enhancing the competitiveness of properties and maintaining and improving the functionalityof properties, and construction that contributed to improving tenant satisfaction. Top REIT also took steps
to keep relevant costs at an appropriate level and conducted efficient management of resources.
Furthermore, during the 20th fiscal period, construction to convert one floor of Harumi Island Triton
Square Office Tower Y that had been used as a cafeteria for the employees of tenants into leased officespace was completed. As of the date of this Summary, the occupancy rate of the leased space in question is100%.
In addition, on June 3, 2016, Top REIT received a lease agreement termination notice (termination date:June 4, 2017) from Ito-Yokado Co., Ltd., which is the tenant of Ito-Yokado Higashi-Narashino Store.
C. Funding5Top REIT procures funds under a financial policy based on stable financial management. During the 20th
fiscal period, regarding the long-term loans of ¥19,527 million that were due on February 29, 2016,¥19,500 million ( (i) amount borrowed: ¥10,000 million, repayment date: February 28, 2023; (ii) amountborrowed: ¥6,700 million, repayment date: August 31, 2023; and (iii) amount borrowed: ¥2,800 million,
repayment date: February 26, 2021) was refinanced as of the same date and the remaining ¥27 million was
repaid using cash on hand. Regarding all of the long-term loans borrowed during the 20th fiscal period,
Top REIT fixed interest rates to be paid for the entire amount of the respective long-term loan throughinterest-rate swap transactions, thereby hedging against the risk of interest rate fluctuations. Using cash on
hand, Top REIT also repaid ¥67.5 million in long-term loans on December 30, 2015 as agreed upon.
As a result, at the end of the twentieth fiscal period, the balance of interest-bearing liabilities amounts to¥90,185 million and the ratio of interest-bearing liabilities to total assets is 49.0%. Moreover, the ratio of
long-term interest-bearing liabilities (including the current portion) is 100.0%, while interest-bearing
liabilities with fixed interest rates account for 59.0%.
Top REIT conducted shelf registration for investment corporation bonds, as indicated below, in order tosecure flexible procurement of long-term funds.
[Overview of Shelf Registration]
Object of Shelf Registration
Investment corporation bonds(excluding short-term corporation bonds)

Amount to be Issued

Scheduled Period of Issue¥100,000 million

From May 20, 2016 to May 19, 2018

The credit rating of Top REIT as of April 30, 2016 is as follows:
Credit Rating Agency
Rating and Investment Information, Inc. (R&I)

Rating [Outlook]

Issuer rating: A+ [Negative](Note) As of May 26, 2016, Rating and Investment Information, Inc. (R&I) changed its issuer rating for Top REIT to
A+ [Stable].

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D. Earnings Results and Dividends
As a result of the asset management and operations described above, Top REIT recorded asset management
performance during the 20th fiscal period of ¥5,414 million in operating revenue, ¥2,317 million in
operating income and ¥1,815 million in ordinary income after deducting expenses concerning borrowings,
etc., and net loss was ¥3,576 million.
Top REIT recorded in its extraordinary losses the amount of ¥181 million as an impairment loss during the20th fiscal period for the trust beneficiary interests in real estate for the Kojima×Bic Camera Kashiwa Store
whose disposition was decided by Top REIT on May 26, 2016 and for which a sales agreement has been
executed; that amount is equivalent to the expected amount of the loss from the disposition of that store.
In addition, with respect to the Ito-Yokado Higashi-Narashino Store, for which a lease agreement
termination notice (termination date: June 4, 2017) was received from the tenant, Ito-Yokado Co., Ltd., on
June 3, 2016, Top REIT has recorded in its extraordinary losses the amount of ¥5,274 million as an
impairment loss, which is the difference between the reappraised value after receipt of the termination
notice (reappraisal date: June 3, 2016) and the book value.
As for dividends, with the aim of having an amount equivalent to profit dividends deducted as expenses
based on the application of the special provision on taxation of investment corporations (Article 67-15 of
the Act on Special Measures Concerning Taxation Act No. 26 of 1957, as amended; hereinafter, the“Special Taxation Measures Act”), Top REIT will distribute dividends of ¥11,460 per unit, as a result ofdeciding to conduct, as distribution of the reserve for temporary difference adjustments (as defined under
Article 2(2)(xxx) of the Ordinance on Accounting of Investment Corporations. The same shall apply
hereinafter.), cash distributions in excess of distributable profit of an amount that is the maximum integral
multiple of the number of units issued and outstanding (176,000 units) that does not exceed the sum of thefollowing: (a) the undisposed loss for the 20th fiscal period; (b) an amount equivalent to the amount of
impaired loss recorded in the 20th fiscal period deducted from the unitholders’ capital, etc.; and (c) thereversal of the total amount (¥136 million) of the internal reserve amount set aside as a reserve for
reduction entry by applying the “Special Provisions for Taxation in the Event of Advance Acquisition ofLand, etc. in 2009 and 2010” (Article 66-2 of the Special Taxation Measures Act).
Undisposed loss in the 20th fiscal period fiscal is handled in financial statements for cash distributions by
deduction from the unitholder’s capital, etc. in accordance with Article 136(2) of the Investment Trust Act.
(2) Outlook for the next fiscal periods
A. Management Policy and Issues to be addressed(a) Management Strategy for Existing Properties
Top REIT will continue to follow its basic asset management strategy that centers on sustaining andincreasing revenue over the medium to long term by maintaining and improving tenant satisfaction (the“Tenants First” policy) and keeping operational management costs at an appropriate level. Under thisstrategy, Top REIT will focus on sustaining relationships of trust with tenants, leasing vacant spaces andsuch, as well as striving to maintain stable occupancy rates over the medium to long term.
Furthermore, Top REIT will also work to ensure an appropriate perception of the operational management
conditions for each property while steadily implementing such measures as to sustain and improve
revenues and keep operational management costs at an appropriate level. In addition, Top REIT will carryout systematic repair work and such to enhance the competitiveness of properties and to maintain andimprove the functionality of properties, in an aim to secure stable revenues over the medium to long term.
(b) Investment Strategy for New Properties
Top REIT aims to maintain or increase its dividends over the medium to long term by realizing external
growth through acquisition of new properties. Top REIT will continue to not only further utilize pipeline
support functions from sponsor companies, but also utilize various established information channels tocollect information on new properties based on detailed analysis of market environment of each asset
classes, while placing emphasis on primarily highly competitive office buildings. By doing so, Top REIT
aims to expand the portfolio size while improving its quality.
Furthermore, Top REIT makes it a management policy to keep the ratio of the investment amount perproperty at less than 20% of the entire portfolio as a target over the medium to long term. Going forward,
Top REIT will work to reduce the risk of concentration on specific properties by steadily advancing further
external growth.
(c) Financial Strategy
7Top REIT will continue to implement diversified and flexible fund procurement operations in preparation
for acquisition of new properties and refinancing of existing loans, etc. While securing mobility andflexibility in fund procurement, Top REIT will work to reduce the risk of fund procurement by extending
borrowing periods and dispersing the repayment dates. At the same time, Top REIT will manage the risk ofinterest rate fluctuations by taking into account the balance of borrowings at floating and fixed interest
rates, as it discerns the interest rate trends. Moreover, financial soundness will be maintained by keeping
the leverage at an appropriate level.

8

(d) Compliance and Risk Management, etc.
In addition to the supervision of the Executive Officer by Supervisory Directors at the Board of Directors
meetings and other occasions, Top REIT will continue its direction and supervision on the Asset Manager
that it can conduct management operations with full care given to market risks, including rent decreases,
and credit risks as well as with a focus on the protection of unitholders’ interests in conducting transactions
with interested parties and on other compliance issues.
(e) Significant Subsequent Events
1. Merger with Nomura Real Estate Master Fund, Inc.
Each of Top REIT and Nomura Real Estate Master Fund, Inc. (hereinafter, “NMF”) has resolved at its
board of directors meeting held on May 26th, 2016 to implement an absorption-type merger, with NMF as
the surviving corporation and Top REIT as the absorbed corporation (hereinafter, the “Merger”), with theeffective date being September 1, 2016, and both companies have executed a merger agreement with eachother (hereinafter, the “Merger Agreement”) as of May 26, 2016.
(Purpose of Merger)
Through the Merger, NMF believes that it would be able to obtain a rare opportunity for external growthin the competitive real estate acquisition market and that, in addition, it is expected to obtain an increase in
the investment ratio of the properties in upside sectors or located within Tokyo's five central wards, forwhich future internal growth can be expected. Through the Merger, Top REIT believes that external growthis expected to be promoted in association with the reinforcement of the property pipeline sponsored by
Nomura Real Estate Group, which is a general real estate developer, and that, in addition, the significant
diversification of the portfolio will be achieved and thereby the improvement of income stability can be
expected. As stated above, the Investment Corporations reached the common understanding that theMerger is the best measure to contribute to the growth of unitholders’ value in respect of each of NMF and
Top REIT and entered into the Merger Agreement.
(Outline of the Merger)a Schedule of the Merger
Record date for general meeting of unitholders
Date of holding of general meeting ofunitholders
Date of delisting(Top REIT)

June 13, 2016

(Top REIT)

July 28, 2016 (planned)(Top REIT)

August 29, 2016 (planned)

Effective date of Merger

September 1, 2016 (planned)

Date of corporate registration of Merger

Early September 2016 (planned)

NMF plans to implement the Merger under the Merger Agreement in accordance with the simplified
merger procedures based on the provisions of Article 149-7, Paragraph 2 of the Investment Trust Act,
without obtaining the approval of a general meeting of unitholders set forth in Paragraph 1 of thesame Article.
b Format of the Merger
The Merger will be implemented through an “absorption-type merger” (kyushu gappei) method underwhich NMF is to be the surviving corporation, and Top REIT is to be dissolved through the Merger.
c Merger Ratio
NMF
Top REIT(surviving corporation)(absorbed corporation)
Merger Ratio
1
2.62(Note 1) Number of investment units of NMF to be issued as a result of merger: 461,120 units(planned)(Note 2) Fractions of less than one unit will be generated for the number of investment units to be
allotted to the unitholders of Top REIT through the allotment of 2.62 units of NMF per unitof Top REIT. These fractional units will be sold through a market transaction inaccordance with statutory provisions, and the proceeds from the sale will be delivered to the9(Note 3)unitholders who hold fractions, in proportion to the size of their fractional holding.
In addition to the above investment units, instead of cash distributions to the unitholders of
Top REIT for Top REIT’s final fiscal period ending on the day immediately prior to theeffective date of the Merger, NMF will, within a reasonable period after the effective date of
the Merger, make a cash distribution to the unitholders listed or recorded on the final
unitholders register of Top REIT as of the day immediately prior to the effective date of the
Merger (excluding the unitholders of Top REIT who have demanded the purchase of theirinvestment units pursuant to the provisions of Article 149-3 of the Investment Trust Act)(the “Allotted Unitholders”), in an amount equivalent to the cash distributions for the final
fiscal period (the payment will be the amount of distributable profit of Top REIT as of the
day immediately prior to the effective date of the Merger divided by the number ofinvestment units that is obtained by deducting (a) the number of investment units held by
the unitholders other than the Allotted Unitholders from (b) the number of investment units
issued and outstanding of Top REIT, as of the day immediately prior to the effective date of
the Merger (such calculated amount being rounded down to the nearest whole yen)). The
details will be announced once they are determined.

(Overview of the NMF’s fiscal period (ended February 29, 2016))
Operating revenue¥24,313 million
Net income¥4,048 million
Total assets¥928,297 million
Liabilities¥450,695 million
Net Assets¥477,601 million
2. Disposal of Assets
Top REIT executed on May 26, 2016 an agreement for the disposal of the assets indicated below.
Overview of Disposition
1. Property Type to be Disposed
2. Name of Property
3. Address (Residential Building Address)

Trust beneficiary interests in real estate in Japan
Kojima×Bic Camera Kashiwa Store
Building A: 1-10 Oyamadai, Kashiwa-shi, Chiba
Building B: 1-29 Oyamadai, Kashiwa-shi, Chiba
4. Disposition Price (Note 1)¥4,430 million
5. Assumed Book Value(Note 2)¥4,429 million (as of the end of April, 2016)
6. Sales Agreement Date
May 26, 2016
7. Planned Disposition Date
August 25, 2016
8. Purchaser (Note 3)
Undisclosed(Note 1) The planned disposition price is the price for sale planned to be specified in the sales agreement fortrust beneficiary interests in real estate (excluding consumption tax and equivalents) which does notinclude disposition expenses, money of adjustment such as taxes, etc.
(Note 2) The book value after recording of impairment losses related to the execution of the agreement for
disposal of these assets has been stated here.
(Note 3) The information is undisclosed since we were not able to obtain consent from the purchaser withrespect to disclosure.

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(Reference Information)
1. Tenant Withdrawal of Owned Property (Lease Termination)
Top REIT has received on June 3, 2016 a notice of cancellation on a lease contract from a tenant at
Ito-Yokado Higashi-Narashino Store, a property in trust for the beneficiary interest in real estate owned
by Top REIT.
Overview of the lease contract of the Major Tenant received a notice of cancellation (Note 1)
1. Name of Tenant:Ito-Yokado Co., Ltd.
2. Leased Floor Space:
51,098.42m2
3. Ratio of Total Leased Floor Space of Property(Note 2) : 100%
4. Ratio of Total Leased Floor Space of Top REIT’s 15.9%
Portfolio(Note 3) :5. Annual Rent:¥330 million
6. Lease and Guarantee Deposits:¥165 million
7. Lease Termination Date:
June 4, 2017
8. Assumed Book Value(Note 4) :¥2,270 million(as of the end of
April, 2016)
9. Appraisal Value(Note 5) :¥2,270 million(Note 1) Figures as of the end of April 2016 are used for floor space and ratio.
(Note 2) Total leased floor space of property:
51,098.42m2(Note 3) Total leased floor space of Top REIT’s portfolio:
321,138.31m2(Note 4) The book value after recording of impairment losses related to receipt of the agreement termination
notice has been stated here.
(Note 5) The reappraisal value (reappraisal date: June 3, 2016) related to receipt of the agreement termination
notice has been stated here.

2. Top REIT has resolved at its board of directors meeting held on May 26, 2016 that Top REIT willhold the 7th general meeting of unitholders of Top REIT on July 28, 2016.

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B. Outlook for the 21st Fiscal Period
The earnings forecasts for the 21st fiscal period (from May 1, 2016 to October 31, 2016) are as follows:
Please refer to the next page for the assumptions of the earnings forecasts.
21st Fiscal Period(From May 1, 2016 to Oct 31, 2016)

Operating Revenue¥5,324million

Operating Income¥2,263million

Ordinary Income¥1,824million

Net Income¥1,823million

Dividend per Unit
(excluding dividend in excess of earnings)¥9,900 (Note 2)

Dividend in Excess of Earnings per Unit

(Note 1)

(Note 2)¥0

The earnings forecasts represented above are the current estimated figures calculated basedon certain assumptions. Accordingly, the actual operating revenue, operating income,ordinary income, net income, dividend per unit and dividend in excess of earnings per unit
may vary due to changes in the circumstances. The forecasts should not be construed as aguarantee of the dividend amount.
With regard to the dividend per unit, it is assumed that the amount remaining after
deducting the partial reversal of the reserve for temporary difference adjustments from thenet income for the 20th fiscal period will be almost fully distributed as dividends.

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Assumptions for Earnings Forecasts for the 21st Fiscal Period (from May 1, 2016 to October 31, 2016)(Note) This earnings forecast does not incorporate the execution of the merger with Nomura Real Estate MasterFund Inc. stated in “(e) Significant Subsequent Events” of “(2) Outlook for the next fiscal periods” in“4. Asset Management Performance” above and is only provided as a reference from the perspective ofcontinuity of disclosure. Accordingly, please note that the assumptions are based on the premise that theMerger did not occur and that no transactions, etc. related to the Merger occurred, and so it might differ
from actual outcomes.
Item
Assumptions
Accounting
 21st fiscal period: May 1, 2016 – October 31, 2016 (184 days)
Period Of the 20 properties Top REIT owns as of the date of this Summary, it is assumed that
portfolio assets will be the 19 properties other than the trust beneficiary interests in realPortfolio Assets
estate for the Kojima × Bic Camera Kashiwa Store, whose disposition is planned forAugust 25, 2016. The actual circumstances may change depending on the acquisition or
disposal of other properties.
Number of It is assumed that the number of investment units issued and outstanding will be 176,000
Investment Units
units, which is the number as of the date of this document, and it is assumed that noIssued andissuance of new investment units will be made through October 31, 2016.
Outstanding It is assumed that the balance of interest-bearing liabilities is ¥90,185 million, which isthe amount as of April 30, 2016.
Interest-Bearing For the 21st fiscal period, it is assumed that the ¥3,000 million in loans due for
Liabilities
repayment on October 31, 2016 will be fully refinanced. It is also assumed that, of
long-term loans, ¥67 million will be repaid on June 30, 2016 as agreed upon.


For rent revenue from existing properties, Top REIT takes into account the execution of
new lease agreements and cancellation of lease agreements that have been finalized andscheduled as of the date of this document, as well as such factors that may cause
fluctuations as risks associated with rent revision with tenants due for rent revision orcontract renewal, in light of recent real estate leasing market conditions.

With respect to property taxes, city planning taxes and depreciable asset taxes (the“property tax”), of the taxation amount assessed and determined, the amountcorresponding to the relevant period is accounted for as expenses related to rent business.
Of the amount paid for the acquisition of real estate or trust beneficiary interests in realestate, the amounts equivalent to the property tax will be capitalized as part of theacquisition costs of the relevant property instead of being charged as expenses.
Property tax is assumed to be ¥618 million.
Depreciation and amortization is assumed to be ¥1,152 million.
Repair expenses for buildings may vary greatly from the forecasted amount due tovarious reasons, including that emergency repair expenses may possibly arise due to
unexpected factors causing building damage and that repair expenses vary largely
depending on the fiscal period as they are expenses not accrued periodically.
Management operation fees are assumed by considering historical data and the detail ofmanagement contracts.
Non-operating expenses are assumed to be ¥439 million, of which interest expenses onloans (including related expenses) are expected to be ¥431 million and amortization of
investment unit issuance expenses is expected to be ¥6 million.
Dividends (dividend per unit) are calculated based on the dividend policy stipulated in
Top REIT’s Articles of Incorporation.
It is assumed that the amount remaining after deducting the partial reversal of the reserve
for temporary difference adjustments from net income for the 20th fiscal period willalmost be fully distributed as dividends.

Operating
Revenue

OperatingExpensesNon-Operating
ExpensesDividend per
Unit(excluding dividend inexcess of earnings)

Dividend in
Excess ofEarnings per Unit
Other







Top REIT does not currently anticipate dividends in excess of earnings (dividend inexcess of earnings per unit).



It is assumed that there will be no changes in legislation, taxation, accounting standards,
listing regulations of Tokyo Stock Exchange, rules and requirements imposed by The
13Investment Trusts Association, Japan that would impact the aforementioned forecasts.
It is assumed that there will be no unpredictable material changes in general economic
trends and real estate market conditions, etc.

14

5. Financial Statements(1) Balance Sheets(In thousands of yen)
19th Fiscal Period(as of October 31, 2015)

20th Fiscal Period(as of April 30, 2016)

AssetsCurrent assets
Cash and deposits
Cash and deposits in trust
Operating accounts receivable
Prepaid expenses
Deferred tax assets
Total current assets
Noncurrent assets
Property, plant and equipment
Buildings in trust
Accumulated depreciation
Buildings in trust, net
Structures in trust
Accumulated depreciation
Structures in trust, net
Machinery and equipment in trust
Accumulated depreciation
Machinery and equipment in trust, net
Tools, furniture and fixtures in trust
Accumulated depreciation
Tools, furniture and fixtures in trust, net
Land in trust
Construction in progress in trust
Total property, plant and equipment
Intangible assets
Leasehold right in trust
Other intangible assets in trust
Total intangible assets
Investments and other assets
Lease and guarantee deposits
Long-term prepaid expenses
Other
Total investments and other assets
Total noncurrent assets
Deferred assets
Investment unit issuance expenses
Total deferred assets
Total assets

15

2,638,085
3,582,056
301,141
296,248
12
6,817,545

2,918,007
3,618,515
120,500
263,513－6,920,536

67,891,811(19,194,019)
48,697,792
807,020(375,210)
431,809316,304(236,392)
79,911
280,255(169,747)
110,508
132,862,108
101
182,182,231

66,699,933(20,332,724)
46,367,208
772,616(391,893)
380,723
324,281(247,418)
76,862
298,458(184,289)
114,169
129,303,017－
176,241,981

7,348
1,376
8,724

7,348
1,101
8,449

10,000282,502254,532
547,034
182,737,990

10,000478,347
253,266
741,614
176,992,046

13,357
13,357
189,568,893

6,678
6,678
183,919,261

(In thousands of yen)
19th Fiscal Period(as of October 31, 2015)

20th Fiscal Period(as of April 30, 2016)

Liabilities
Current liabilities
Operating accounts payable
Current portion of long-term loans payable
Accounts payable – otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Advances received
Other

530,455
22,662,000
236,463
69,315716
26,918729,644
1,591

245,517
23,930,000
243,948
27,011
768
56,186
737,138
1,233

Total current liabilities

24,257,106

25,241,804

Long-term loans payable
Tenant leasehold and security deposits in trust
Deferred tax liabilities
Long-term advanced received
Derivatives liabilities
Total noncurrent liabilities

67,617,500
4,631,266
55,287－30,76672,334,820

66,255,000
4,718,398－
166
33,041
71,006,606

Total liabilities

96,591,926

96,248,410

91,143,100

91,143,100

180,113180,113

136,596
136,596

Unappropriated retained earnings (undisposed loss)
Total surplus

1,674,520
1,854,633(3,575,999)(3,439,403)

Total unitholders’ equity
Valuation and translation adjustments
Deferred gains or losses on hedges
Total valuation and translation adjustments

92,997,733

87,703,696(20,767)(20,767)(32,846)

Noncurrent liabilities

Net Assets
Unitholders’ equity
Unitholders’ capital
Surplus
Voluntary retained earnings
Reserve for reduction entry
Total Voluntary retained earnings

92,976,966
189,568,893

Total net assets
Total liabilities and net assets

16(32,846)
87,670,850
183,919,261

(2) Statements of Income(In thousands of yen)
19th Fiscal Period

20th Fiscal Period(May 1, 2015 –October 31, 2015)(November 1, 2015 –April 30, 2016)

Operating revenue
Rent revenue – real estate

5,220,477

5,289,206

Other lease business revenue

147,738

125,048

Total operating revenue

5,368,215

5,414,255

2,673,458

2,615,415

Operating expenses
Expenses related to rent business

341,201

347,357

Asset custody fee

8,515

8,505

Administrative service fees

66,76465,396

Directors’ compensations

6,300

6,300

Audit fee

12,60011,700

Other operating expenses

48,66542,2703,157,505

3,096,946

2,210,709

2,317,309

Interest income

844

678

Reversal of dividends payable

452

475

Settlement of overpaid utilities expenses

－

5,363

Other

－

30

1,297

6,548

377,898

348,726

Interest expense on investment corporation bonds

8,267

－

Amortization of investment corporation bond issuance costs

1,837

－

151,582

149,860

6,678

6,678

Asset management fee

Total operating expenses
Operating income
Non-operating income

Total non-operating income
Non-operating expenses
Interest expenses

Borrowing related expenses
Amortization of investment unit issuance expenses
Other
Total non-operating expenses
Ordinary income

11,283

2,640

557,548

507,905

1,654,459

1,815,952－

5,456,381－

5,456,381

1,654,459(3,640,429)

Extraordinary losses
impairment losses
Total extraordinary losses
Income before income taxes (Loss before income taxes)
Income taxes – current

864

859

Income taxes – deferred(20,768)(65,188)(19,904)(64,328)

Net income (Net loss)

1,674,363(3,576,100)

Retained earnings brought forward

156
1,674,520

101(3,575,999)

Total income taxes

Unappropriated retained earnings (undisposed loss)17

(3) Statements of Changes in Net Assets (Unitholders’ Equity)
For the period from May 1, 2015 to October 31, 2015 (19th fiscal period)(In thousands of yen)
Unitholders’ equity
Surplus
Unitholders’capitalBalance at the
beginning of theperiodChanges of items
during the period
Reserve for
reduction entry
Dividends fromsurplus
Net income
Net changes of
items other thanunitholders’equity (net)Total changes of
items during theperiodBalance at the endof the period

91,143,100

Voluntary retained earnings
Total
Reserve for
Voluntary
reduction entry
retainedearnings

Total surplus

Totalunitholders’equity51,88051,8801,832,069

1,883,949

93,027,049

128,233

128,233(128,233)－－(1,703,680)(1,703,680)(1,703,680)

1,674,363

1,674,363

1,674,363－

128,233

128,233(157,549)(29,316)(29,316)

91,143,100

180,113180,113

1,674,520

1,854,633

92,997,733

Valuation and translation
adjustments

Balance at the
beginning of theperiodChanges of items
during the period
Reserve for
reduction entry
Dividends fromsurplus
Net income
Net changes of
items other thanunitholders’equity (net)Total changes of
items during theperiodBalance at the endof the period

Unappropriatedretainedearnings(undisposed
loss)

Deferred gains
or losses onhedgesTotal valuationand translation
adjustments(28,546)(28,546)

Total net
assets

92,998,503－(1,703,680)
1,674,363
7,778

7,778

7,778

7,778

7,778

(21,537)(20,767)(20,767)

92,976,966

18

For the period from November 1, 2015 to April 30, 2016 (20th fiscal period)(In thousands of yen)
Unitholders’ equity
Surplus
Unitholders’capitalBalance at the
beginning of theperiodChanges of items
during the period
Reserve for
reduction entry
Dividends fromsurplus
Net loss
Net changes of
items other thanunitholders’equity (net)Total changes of
items during theperiodBalance at the endof the period

91,143,100

Voluntary retained earnings
Total
Reserve for
Voluntary
reduction entry
retainedearnings

Total surplus

Totalunitholders’equity180,113180,113

1,674,520

1,854,633

92,997,733(43,517)(43,517)

43,517－－(1,717,936)(1,717,936)(1,717,936)(3,576,100)(3,576,100)(3,576,100)－(43,517)(43,517)(5,250,519)(5,294,036)(5,294,036)

91,143,100

136,596

136,596(3,575,999)(3,439,403)

87,703,696

Valuation and translation
adjustments

Balance at the
beginning of theperiodChanges of items
during the period
Reserve for
reduction entry
Dividends fromsurplus
Net loss
Net changes of
items other thanunitholders’equity (net)Total changes of
items during theperiodBalance at the endof the period

Unappropriatedretainedearnings(undisposed
loss)

Deferred gains
or losses onhedgesTotal valuationand translation
adjustments(20,767)(20,767)

Total net
assets

92,976,966－(1,717,936)(3,576,100)(12,079)(12,079)(12,079)(12,079)(12,079)(5,306,116)(32,846)(32,846)

87,670,850

19(4) Statements of Cash Distributions

I.
II.

Unappropriated retained earnings (undisposed loss)
Voluntary retained earnings
Reversal of reserve for reduction entry
III. Amount of disposed loss
Of which, the other deduction from the amount of the unitholders’capitalIV. Additional amount of dividend in excess of earnings
Of which, partial reversal of the reserve for temporary difference
adjustments
V. Total Amount of Dividends<Dividend per unit>
Of which, distribution of income<Of which, distribution of income per unit>
Of which, partial reversal of the reserve for temporary difference
adjustments<Of which, dividend in excess of earnings per unit (related to partial
reversal of the reserve for temporary difference adjustments) >VI. Retained earnings brought forward

19th Fiscal Period
from May1, 2015
to October 31, 2015

20th Fiscal Period
from November 1, 2015
to April 30, 2016

Amount (yen)(Note 1)

Amount (yen)(Note 2)

1,674,520,004(3,575,999,614)

43,517,328

136,596,596－－

3,439,403,018
3,439,403,018－

2,016,960,000－

2,016,960,000

1,717,936,000

2,016,960,000<9,761><11,460>

1,717,936,000－<9,761><－>－

2,016,960,000<－><11,460>

101,3320(Note1)

Based on the policy that “Top REIT shall distribute an amount in excess of 90% of its distributable profits as
stipulated in Article 67-15 of the “Act on Special Measures Concerning Taxation”, Top REIT decided on a total
distribution of 1,717,936,000 yen as distribution of income for the period in accordance with the “cash distribution
policy” stipulated in Article 34 of the Articles of Incorporation. This is the maximum value arrived at when thenumber of units issued and outstanding (176,000 units) is multiplied by an integer, which does not exceed the sum of
the unappropriated retained earnings and the amount of reversal of reserve for reduction entry of the 19th fiscal
period.
Furthermore, Top REIT does not make cash distributions in excess of the profit as stipulated in Article 34-2 of the
Articles of Incorporation.

(Note2)

Based on the policy that “Top REIT shall distribute an amount in excess of 90% of its distributable profits as
stipulated in Article 67-15 of the “Act on Special Measures Concerning Taxation”, and in accordance with the “cashdistribution policy” stipulated in Article 34 of the Articles of Incorporation, Top REIT decided to conduct, as
distribution of the reserve for temporary difference adjustments, cash distributions in excess of distributable profit as
stipulated in Article 34-2 of the Articles of Incorporation, with a distribution of 2,016,960,000 yen, which is the
maximum integral multiple of units issued and outstanding (176,000 units) that does not exceed the sum of thefollowing: (a) the undisposed loss for the 20th fiscal period; (b) an amount equivalent to the amount of impaired loss
recorded in the 20th fiscal period deducted from the unitholders’ capital, etc.; and (c) the amount of reversal ofreserve for reduction entry of the 20th fiscal period.
Undisposed loss in the 20th fiscal period fiscal is handled by deduction from the unitholder’s capital, etc. inaccordance with Article 136(2) of the Investment Trust Act.

20

(5) Statements of Cash Flows(In thousands of yen)
19th Fiscal Period(May 1, 2015 –October 31, 2015)
Net cash provided by (used in) operating activities
Income before income taxes (Loss before income taxes)
Depreciation and amortization
Amortization of trademark
Amortization of investment corporation bond issuance costs
Amortization of investment unit issuance expenses
Impairment loss
Interest income and interest on securities
Interest expenses
Decrease (increase) in operating accounts receivable
Decrease (increase) in prepaid expenses
Increase (decrease) in operating accounts payable
Increase (decrease) in accounts payable – other
Increase (decrease) in accrued consumption taxes
Increase (decrease) in advances received
Decrease (increase) in long-term prepaid expenses
Other, net
SubtotalInterest income received
Interest expenses paid
Income taxes paid
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Purchase of property, plant and equipment
Purchase of property, plant and equipment in trust
Proceeds from tenant leasehold and security deposits
Proceeds from tenant leasehold and security deposits in trust
Repayments of tenant leasehold and security deposits in trust

20th Fiscal Period(November 1, 2015 –April 30, 2016)

1,654,459
1,185,199
21
1,837
6,678
－
(844)
386,165(83,116)
1,888
12,3495,104(58,781)
25,402(37,556)
37,045
3,135,853(3,640,429)
1,185,229－－
6,678
5,456,381(678)
348,726
180,641
32,735(11,850)
7,484
29,267
7,493(195,845)(9,257)
3,396,577

844(419,945)(911)
2,715,840

678(390,921)(807)
3,005,526(4,739)(399,193)
965
125,720(39,959)－(963,842)－
121,132(34,000)

Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Proceeds from long-term loans payable
Repayment of long-term loans payable
Redemption of investment corporation bonds
Dividend paid
Net cash provided by (used in) financing activities(317,207)(876,710)

12,500,000(4,318,500)(8,500,000)(1,703,680)(2,022,180)

19,500,000(19,594,500)－(1,717,936)(1,812,436)

Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period

376,452
5,843,689

316,380
6,220,142

Cash and cash equivalents at end of period

6,220,142

6,536,522

21

6. Portfolio Data
As of April 30, 2016

Asset Class

Area

Property Name

41,950Appraisal
Value at
End of Period(million(millionyen)
yen)
42,41655,25033,00029,737

27,200

15.4

9,660
6,145

9,666
6,168

10,100
4,350

5.7
2.5

20,00018,886

12,3007.0

12,70012,590

8,600

4.9

5,610
5,800
2,000

5,643
5,621
2,066

6,330
6,840
2,190

3.6
3.9
1.2

AcquisitionPrice(million yen)Central Tokyo
OfficeBuilding

NEC Head Office Building
Harumi Island Triton Square
Office Tower Y
Akasaka Oji Building
Shiba-Koen Building
Harumi Island Triton Square
Office Tower Z
Kanda Nishiki-cho 3-chome
Building
Shinkawa Chuo Building
Shinjuku EAST Building
Ginza Oji Building

Book
Value

Investment
Breakdown(Note)(%)
31.2

Tokyo Metropolitan
Faret East Building
2,091
1,554
2,920
1.7
Area
Subtotal (10 properties)
138,956 134,351
136,080
76.9
Sagamihara Shopping Center
12,00011,211
9,240
5.2
Ito-Yokado Higashi-Narashino
2,270
8,900
2,270
1.3
Store
Tokyo Metropolitan
Area
Musashiurawa Shopping Square
4,335
3,650
4,140
2.3
RetailKojima ×Bic Camera Kashiwa
Property
4,429
4,500
4,430
2.5
Store
Other
1,191
MEL Building
1,210
1,390
0.8
Major Cities
Subtotal (5 properties)
30,94522,752
21,470
12.1
Top Residence Nihonbashi
2,272
Central Tokyo
2,400
2,910
1.6
Kayabacho
Fukasawa House Towers H&I
10,635
9,837
8,000
4.5
Residential
Ecology Toyosu Procentury
5,160
4,722
5,690
3.2
Tokyo Metropolitan
Property
Area
Impress Musashi-Koganei
1,223
1,167
1,390
0.8
Top Residence Yoga
1,165
1,147
1,330
0.8
Subtotal (5 properties)
20,583
19,146
19,32010.9
Total (20 properties)
190,484 176,250
176,870100.0(Note) The investment breakdown is the ratio of the appraisal value at the end of the period for the applicable property or the applicable
asset class to the sum total of the appraisal value at the end of the period for all properties in the portfolio and is rounded to thefirst decimal place. The disposition price provided for in the sales agreement dated May 26, 2016 for the Kojima × Bic Camera
Kashiwa Store is stated here. In addition, the reappraisal value obtained in relation to receipt from the tenant of the termination
notice dated June 3, 2016 for the Ito-Yokado Higashi-Narashino Store (value as of June 3, 2016) is stated here.

22For more information, please visit our website http://www.top-reit.co.jp/english/
Contact for inquiries in Japanese:
Top REIT Asset Management Co., Ltd.
Mitsuru Akashi, Director, General Manager, Finance Department+81-3-3243-2181
Contact for inquiries in English:
Top REIT Asset Management Co., Ltd.
E-mail address: info-top@top-reit-am.co.jp

DISCLAIMER:
Top REIT, Inc. makes no assurance or warranty with respect to the completeness or accuracy of this English
translation. In the event of any discrepancy between the Japanese original and this English translation, theJapanese original shall prevail. For complete and accurate information, please refer to the Japanese original.

23