[Translation for reference purposes only]
December 12, 2023
To all parties concerned:
Real Estate Investment Trust Securities Issuer:
Ooedo Onsen Reit Investment Corporation
Representative:
Takeshi Kirihara,
Executive Director(Securities Code: 3472)
Asset Manager:
Ooedo Onsen Asset Management Co., Ltd.
Representative: Takeshi Kirihara,
Chief Executive Officer
Inquiries:
Tomohiro Honda,
Director, Chief Financial Officer(TEL: +81-3-6262-5456)

Notice Concerning Changes in the Principal Shareholders, Parent Company and Specified AssociatedCompanies of the Asset Manager
Ooedo Onsen Reit Investment Corporation (the “Investment Corporation”) announces today changes in theprincipal shareholder, parent company and specified associated companies of Ooedo Onsen AssetManagement Co., Ltd. (the “Asset Manager”), to which the Investment Corporation entrusts the managementof its assets. Details are as follows.

1. Background to change
Ooedo-Onsen Monogatari Co., Ltd., which is the principal shareholder, the parent company and a specified
associated company of the Asset Manager, has today agreed to transfer all of the shares of the Asset Manager itholds to APA Holdings Co., Ltd. (the "Stock Transfer"). In response to it, the Asset Manager decided to approvalof the Stock Transfer. The Stock Transfer is scheduled to be executed on December 19, 2023, subject to theapproval of the relevant authorities and other general conditions being met.
As a result of the Stock Transfer, Ooedo-Onsen Monogatari Co., Ltd. will no longer be the principal shareholder,the parent company or a specified associated company of the Asset Manager, while Ooedo-Onsen Monogatari
Hotels & Resorts Co., Ltd., OOM Investments Co., Ltd., and LSREF VI Hot Spring Designated Activity Company,
which are indirect parent companies of the Asset Manager, will cease to be the parent company and specified
associated companies of the Asset Manager. In addition, Reoma Unity Co., Ltd., which is a lessee of a part of theproperties owned by the Investment Corporation, will no longer be a specified associated company of the AssetManager. APA Holdings Co., Ltd. will be the new principal shareholder, the parent company and a specified
associated company of the Asset Manager.
Also, 9,246 outstanding investment units of the Investment Corporation which are held by Ooedo-Onsen
Monogatari Co., Ltd. (3.9% of the total number of outstanding investment units) will be simultaneouslytransferred to APA Holdings Co., Ltd. when the Stock Transfer takes place (the "Investment Unit Transfer").
The Asset Manager believes that the most significant management issue the Investment Corporation should
address is how it can strengthen its financial base and facilitate external growth. The Ooedo Onsen MonogatariGroup (Note 1), which is the current sponsor of the Investment Corporation, is moving forward with growthinvestments and profitability improvements which are the initiatives which are currently its top priority. Against
this background and partly due to difficult conditions caused by the COVID-19 pandemic, it is difficult for theGroup to prioritize solutions for the management issues of the Investment Corporation over the initiatives and towork on these solutions actively.
On the other hand, APA Holdings Co., Ltd. and its consolidated subsidiaries (the "APA Group") have good1relationships with major financial institutions and therefore, the Investment Corporation expects that it will
receive financial support from the APA Group in addition to the anticipation of other benefits such as thepreferential provision of information and the granting of preferential negotiation rights regarding properties heldor developed by the APA Group, as well as the provision of its hotel operator function.
The Asset Manager proposed to the Ooedo Onsen Monogatari Group to transfer all of the shares of the AssetManager to the APA Group, because it had considered that to change the Asset Manager's sponsor from the Ooedo
Onsen Monogatari Group to the APA Group is the good solution to the above issues. As a result, the Ooedo Onsen
Monogatari Group have come to a conclusion that it is best to sell all of the shares of the Asset Manager that areheld by Ooedo-Onsen Monogatari Co., Ltd. to the APA Holdings Co., Ltd.
The APA Group, which includes APA Holdings Co., Ltd., was founded in 1971. Starting with the constructionof custom-built homes, it shifted to different business categories including the development of residential land,
the sale of detached houses and the sale of condominiums while also expanding into the hotel business, opening
its first hotel in December 1984. Currently, sales from its hotel business account for approximately 90% of its
consolidated sales and most of the directly managed hotels are owned by the APA Group. Starting from 2011, the
APA Group expanded its franchised hotels while also enhancing its network of hotels which customers can bookthrough APA Choku, its in-house website, and earn points. Today, it operates 756 hotels with a total of 115,124
rooms (including those in the process of construction and design, those outside Japan, franchised hotels and hotels
participating in the APA Choku program) (Note 2), the most as a hotel chain operator in Japan. It will takeadvantage of the changing demand and the spread of the digital transformation in the post-COVID-19 world
while simultaneously seeking to operate 150,000 rooms as the APA Hotel Network by the end of March 2027
with a view toward creating the largest hotel chain in Japan. In terms of financing, the APA Group has good
relationships with major financial institutions based on its creditworthiness.
Therefore, by including the APA Group as its sponsor, the Investment Corporation is expected to receive
proactive support from the group, such as the preferential provision of information and the granting of preferential
negotiation rights regarding properties held or developed by the APA Group, the provision of the group's bridgeand hotel operator functions, and same-boat investments. In addition, support is expected to be provided fromfinancial perspectives, enabling the Investment Corporation to increase the number of partner financial
institutions. Under the umbrella of the APA Group, the new sponsor, the Investment Corporation will strive toenhance unitholder value by steadily achieving external and internal growth and implementing financial strategy.
For details, see Notice Concerning the Conclusion of a Sponsor Support Agreement with the APA Group released
today.
Transactions regarding property acquisitions and leasing and other matters between the Investment
Corporation and the APA Group will be considered transactions with stakeholders specified in the stakeholdertransaction rules of the Asset Manager, and therefore they are subject to the application of the framework that is
specified in these rules for the prevention of conflicts of interest, for example, approval by the Compliance
Committee which requires the attendance of external committee members with veto rights.
Even after the Stock Transfer and Investment Unit Transfer, the Investment Corporation will maintain its
relationship with the Ooedo Onsen Monogatari Group as a lessee of a part of its properties and a provider of
certain supports. In conjunction with these matters, a memorandum of understanding regarding leaseagreements and one regarding the support agreement will be concluded. For details, see Notice Concerning theConclusion of a Memorandum of Understanding for Fixed Term Building Lease Contract with Suspensive
Conditions and Building Management Service Outsourcing Contract and Notice Concerning the Conclusion of
a Memorandum of Understanding (Amendment to the Sponsor Support Agreement) with the Ooedo Onsen
Monogatari Group, both of which have been released today.
(Note1) “Ooedo-Onsen Monogatari Group” is comprised of the Investment Corporation’s sponsors, namely Ooedo Onsen
Monogatari Hotels & Resorts Co., Ltd. and Ooedo-Onsen Monogatari Co., Ltd. (may be referred to as “Sponsors”) andtheir consolidated subsidiaries (meaning subsidiaries provided for in Article 8, Paragraph 3 of the Regulation on the
Terminology, Forms, and Preparation Methods of Financial Statements (Ordinance of the Ministry of Finance No. 59 of
1963, as amended), including the Asset Manager). The same applies hereinafter.
(Note2) The number of hotels and rooms are as of November 30, 2023.

2. Overview of principal shareholders, parent company and specified associated corporation to be changed(1) The companies that will newly fall under the category of principal shareholders, parent company andspecified associated corporation of the Asset Manager.

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①

Name

:

APA Holdings Co., Ltd.

②

Address:

3-2-3, Akasaka, Minato-ku, Tokyo③

Representative:

Isshi Motoya, President and Chief Executive Officer④

Business details:

Holding company⑤

Capital:90 million yen (as of November 30, 2023)⑥

Date of incorporation:

December 21, 2015⑦

Net assets:

232,357 million yen (as of November 30, 2023)⑧

Total assets:

670,510 million yen (as of November 30, 2023)⑨

Major shareholder,:shareholding ratio andvoting rights ratio(as of Nov. 10, 2023)⑩

Major shareholder
shareholding ratio
voting rights ratio
Toshio Motoya
29.04%
43.48%
Fumiko Motoya
17.02%
43.48%
Isshi Motoya
26.97%
8.7%
Taku Motoya
26.97%
4.35%
Relationship between the Investment Corporation or the Asset Manager and the company
Capital relationship:

Personnel relationship :Transactional
relationship:Applicability torelated parties:

There is no capital relationship to report between the Investment
Corporation and the company as of today. Also, there is no capital
relationship to report between the related parties or companies of theInvestment Corporation or the Asset Manager and the related parties orcompanies of the company as of today.
The company will acquire all of the shares of the Asset Manager on
December 19, 2023 through the Stock Transfer and become the principal
shareholder, parent company and a specified associated company of theAsset Manager. In addition, when the Stock Transfer takes place, it will
simultaneously acquire 9,246 outstanding investment units (3.9% of thetotal number of outstanding investment units) of the Investment
Corporation, which are held by Ooedo-Onsen Monogatari Co., Ltd.
There is no personnel relationship to report between the Investment
Corporation or the Asset Manager and the company as of today. It is
expected that one Director and one Corporate Auditor of the Asset Manager
will be seconded from the company on December 19, 2023 or thereafter.
There is no transactional relationship to report between the Investment
Corporation or the Asset Manager and the company as of today. Also, there
is no transactional relationship to report between the related parties orcompanies of the Investment Corporation or the Asset Manager and therelated parties or companies of the company as of today.
Moreover, the company will conclude a sponsor support agreement with
the Investment Corporation and the Asset Manager on December 19, 2023
and, based on the agreement, provide services as a sponsor.
The company is not a related party of the Investment Corporation or the
Asset Manager as of today.

(2) The companies that will not fall under the category of the principal shareholders, parent company and a
specified associated corporation of the Asset Manager
①

Name

:

Ooedo-Onsen Monogatari Co., Ltd.

②

Address:

Ginza Kobiki Building 5th floor, 7-16-21, Ginza, Chuo-ku, Tokyo③

Representative:

Keita Hashimoto, Representative Director④

Business details:

Managing hotels/Ryokan (Japanese-style hotels)⑤

Capital:

100 million yen (as of February 28, 2023)

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⑥

Date of incorporation:

September 26, 2014⑦

Net assets:(5,009) million yen (as of February 28, 2023)⑧

Total assets:

27,398 million yen (as of February 28, 2023)⑨

Major shareholder and :shareholding ratio⑩

Relationship between the Investment Corporation or the Asset Manager and the company
Capital relationship:

Personnel relationship :Ooedo Onsen Monogatari Hotels & Resorts Co., Ltd. 100%
(as of February 28, 2023)
As of today, the company holds 9,246 outstanding investment units (3.9%of the total number of outstanding investment units) of the Investment
Corporation. The company also holds 100.0% of the total number ofoutstanding shares of the Asset Manager.
As of today, the company is the principal shareholder, the parent company
and a specified associated company of the Asset Manager, but due to the
Stock Transfer, it will cease to be the principal shareholder, the parent
company or a specified associated company of the Asset Manager on
December 19, 2023. In addition, when the Stock Transfer takes place, itwill transfer 9,246 outstanding investment units (3.9% of the total numberof outstanding investment units) of the Investment Corporation, which it
holds, to APA Holdings Co., Ltd.
There is no personnel relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.
As of today, the company has a sponsor support agreement with theInvestment Corporation and the Asset Manager and, based on theagreement, it provides services as a sponsor.
The sponsor support agreement will be amended to read as a support
agreement on December 19, 2023. Based on the amended agreement, thecompany will provide services as a support provider.
Although the company is not a related party of the Investment Corporation,
it is an interested party as defined by the internal rules of the Asset Manager.
It is also an interested party, etc. as defined in the Act on Investment Trusts
and Investment Corporations.

Transactional
relationship:Applicability torelated parties

:

①

Name

:

Ooedo Onsen Monogatari Hotels & Resorts Co., Ltd.

②

Address:

Ginza Kobiki Building 5th floor, 7-16-21, Ginza, Chuo-ku, Tokyo③

Representative:

Keita Hashimoto, President & Representative Director④

Business details:

Operating hotels/Ryokan (Japanese-style hotels)⑤

Capital:

100 million yen (as of February 28, 2023)⑥

Date of incorporation:

December 5, 2017⑦

Net assets:

14,952 million yen (as of February 28, 2023)⑧

Total assets:

68,889 million yen (as of February 28, 2023)⑨

Major shareholder and :shareholding ratio⑩

Relationship between the Investment Corporation or the Asset Manager and the company
Capital relationship:OOM Investments Co., Ltd. 100%
(as of December 12, 2023)
There is no capital relationship to report between the Investment
Corporation and the company as of today.
As of today, the company is the parent company and a specified associatedcompany of the Asset Manager, but due to the Stock Transfer, it will nolonger be the parent company or a specified associated company of theAsset Manager on December 19, 2023.
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Personnel relationship :There is no personnel relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.
One Director of the Asset Manager is people who has been seconded fromthe company.
As of today, the company has a sponsor support agreement with theInvestment Corporation and the Asset Manager and, based on theagreement, it provides services as a sponsor.
The sponsor support agreement will be amended to read as a support
agreement on December 19, 2023. Based on the amended agreement, thecompany will provide services as a support provider.
Although the company is not a related party of the Investment Corporation,
it is an interested party as defined by the internal rules of the Asset Manager.
It is also an interested party, etc. as defined in the Act on Investment Trusts
and Investment Corporations.

Transactional
relationship:Applicability torelated parties

:

①

Name

:

OOM Investments Co., Ltd.

②

Address:

1-6-5, Marunouchi, Chiyoda-ku, Tokyo③

Representative:

Kazuhiro Matsuzawa, Representative Director④

Business details:

Investment business⑤

Capital:2,650 million yen (as of October 31, 2023)⑥

Date of incorporation:

January 5, 2022⑦

Net assets:

38,760 million yen (as of October 31, 2023)⑧

Total assets:

78,257 million yen (as of October 31, 2023)⑨

Major shareholder and :shareholding ratio⑩

Relationship between the Investment Corporation or the Asset Manager and the company
Capital relationship:

Personnel relationship :LSREF VI Hot Spring Designated Activity Company 100%
(as of November 10, 2023)
There is no capital relationship to report between the Investment
Corporation and the company as of today.
As of today, the company is the parent company and a specified associatedcompany of the Asset Manager, but due to the Stock Transfer, it will nolonger be the parent company or a specified associated company of theAsset Manager on December 19, 2023.
There is no personnel relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.

Transactional
relationship:

There is no transactional relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.

Applicability torelated parties:

Although the company is not a related party of the Investment Corporation,
it is an interested party as defined by the internal rules of the Asset Manager.
It is also an interested party, etc. as defined in the Act on Investment Trusts
and Investment Corporations.

①

Name

:

LSREF VI Hot Spring Designated Activity Company②

Address:

Fitzwilliam Court, Leeson Close, Dublin, D02 YW24, Ireland③

Representative:

Ros Woodcock, Director④

Business details:

Holding company⑤

Capital:1 euro (as of January 11, 2022)

5

⑥Date of incorporation:

January 11, 2022⑦

Net assets:

Not disclosed (Note 1)⑧

Total assets:

Not disclosed (Note 1)⑨

Major shareholder and :shareholding ratio⑩

Relationship between the Investment Corporation or the Asset Manager and the company
Capital relationship:

Personnel relationship :LS51 Charitable Trust (Note 2) 100%
(as of November 10, 2023)
There is no capital relationship to report between the Investment
Corporation and the company as of today.
As of today, the company is the parent company and a specified associatedcompany of the Asset Manager, but due to the Stock Transfer, it will nolonger be the parent company or a specified associated company of theAsset Manager on December 19, 2023.
There is no personnel relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.

Transactional
relationship:

There is no transactional relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.

Applicability torelated parties:

Although the company is not a related party of the Investment Corporation,
it is an interested party as defined by the internal rules of the Asset Manager.
It is also an interested party, etc. as defined in the Act on Investment Trusts
and Investment Corporations.

(Note1) These items are not disclosed as consent has not been obtained from the parties involved.
(Note2) It is a Charitable Trust of which administrator is Blackglen Corporate Governance Solutions Limited (Ireland), so it does
not fall under the category of the parent company of LSREF VI Hot Spring Designated Activity Company.

①

Name

:

Reoma Unity Co., Ltd.

②

Address:

40-1, Kurikumanishi, Ayauta-cho, Marugame-shi, Kagawa③

Representative:

Isamu Fujioka, Representative Director④

Business details:

Operating hotels, bathing facilities and theme parks⑤

Capital:50 million yen (as of October 31, 2023)⑥

Date of incorporation:

October 1, 2003⑦

Net assets:(2,987) million yen (as of February 28, 2023)⑧

Total assets:

1,200 million yen (as of February 28, 2023)⑨

Major shareholder and :shareholding ratio

Ooedo-Onsen Monogatari Co., Ltd. 100%
(as of November 10, 2023)⑩

Relationship between the Investment Corporation or the Asset Manager and the company
Capital relationship:

Personnel relationship :Transactional
relationship:

There is no capital relationship to report between the Investment
Corporation and the company as of today.
As of today, the company is the parent company and a specified associatedcompany of the Asset Manager, but due to the Stock Transfer, it will nolonger be the parent company or a specified associated company of theAsset Manager on December 19, 2023.
There is no personnel relationship to report between the Investment
Corporation or the Asset Manager and the company as of today.
As of today, the company has a lease contract with the Investment
Corporation, and based on the contract, a part of the properties held by theInvestment Corporation has been leased to the company.

6

Applicability torelated parties:

Although the company is not a related party of the Investment Corporation,
it is an interested party as defined by the internal rules of the Asset Manager.
It is also an interested party, etc. as defined in the Act on Investment Trusts
and Investment Corporations.

3. Scheduled date of change(1) Date on which the principal shareholder, the parent company and the specified affiliated companies willchange: December 19, 2023
(2) Date of notification to the Prime Minister: December 19, 2023 (planned)
4. Numbers of shares held by the principal shareholders, the parent company and specified associated companies(the number of voting rights) and ratios to the number of voting rights of all shareholders
APA Holdings Co., Ltd.
Attribute
BeforechangeAfterchangeNot applicable
Parent company
Specified associated company

Ooedo-Onsen Monogatari Co., Ltd.
Attribute
BeforechangeAfterchangeParent company
Specified associated company
Not applicable

Number of voting rights(Voting rights holding ratio)
Subject for
Directly held
Total
totaling
000(0.0%)(0.0%)(0.0%)
200
0200(100.0%)(0.0%)(100.0%)

Number of voting rights(Voting rights holding ratio)
Subject for
Directly held
Total
totaling
200
0200(100.0%)(0.0%)(100.0%)000(0.0%)(0.0%)(0.0%)

Major
shareholder
ranking
1stMajor
shareholder
ranking
1st-

Ooedo Onsen Monogatari Hotels & Resorts Co., Ltd.
Attribute
BeforechangeAfterchangeParent company
Specified associated company
Not applicableOOM Investments Co., Ltd.
Attribute
BeforechangeAfterchangeParent company
Specified associated company
Not applicable

Number of voting rights(Voting rights holding ratio)
Subject for
Directly held
Total
totaling
0200
200(0.0%)(100.0%)(100.0%)000(0.0%)(0.0%)(0.0%)

Number of voting rights(Voting rights holding ratio)
Subject for
Directly held
Total
totaling
0200
200(0.0%)(100.0%)(100.0%)000(0.0%)(0.0%)(0.0%)

7

Major
shareholder
ranking
1st
-

Major
shareholder
ranking
1st-LSREF VI Hot Spring Designated Activity Company
Attribute
BeforechangeAfterchangeParent company
Specified associated company
Not applicable

Reoma Unity Co., Ltd.
Attribute
BeforechangeAfterchangeSpecified associated company
Not applicable

Number of voting rights(Voting rights holding ratio)
Subject for
Directly held
Total
totaling
0200
200(0.0%)(100.0%)(100.0%)000(0.0%)(0.0%)(0.0%)

Number of voting rights(Voting rights holding ratio)
Directly held Subject for totaling
Total
0
0
0
(0.0%)(0.0%)(0.0%)
000(0.0%)(0.0%)(0.0%)

Major
shareholder
ranking
1st
-

Major
shareholder
ranking-

5. Future outlook(1) Change in the Investment Corporation’s asset management agreement
No change is planned.
(2) Change in structure of the Asset Manager
No change is planned.
(3) Change in investment management decision-making structure
No change is planned.
(4) Change in rules concerning compliance, related-parties, etc.
No change is planned.
(5) Change in investment policy
No change is planned.
(6) Change in agreements with sponsors, etc.
The Investment Corporation and the Asset Manager will conclude two memorandums of understanding on
December 19, 2023, (i) one with Ooedo Onsen Monogatari Hotels & Resorts Co., Ltd. and Reoma Unity
Co., Ltd. mainly to extend the period during which cancellation before the expiration date is prohibited
regarding the lease contract, and (ii) one with Ooedo-Onsen Monogatari Co., Ltd. and Ooedo Onsen
Monogatari Hotels & Resorts Co., Ltd. to amend the sponsor support agreement to read as a support
agreement. For details, please refer to Notice Concerning the Conclusion of a Memorandum ofUnderstanding for Fixed Term Building Lease Contract with Suspensive Conditions and Building
Management Service Outsourcing Contract and Notice Concerning the Conclusion of a Memorandum ofUnderstanding (Amendment to the Sponsor Support Agreement) with the Ooedo Onsen Monogatari Group,
both of which have been released today.
The Investment Corporation, the Asset Manager and APA Holdings Co., Ltd. will conclude a sponsor
support agreement on December 19, 2023. Through this agreement, the Investment Corporation expects toreceive support such as the preferential provision of information and the granting of preferential negotiationrights regarding properties held or developed by the APA Group, the provision of bridge and hotel operator
functions, and same-boat investments, as well as support to be provided from financial perspectives,
enabling the Investment Corporation to increase the number of partner financial institutions. For details,
please see Notice Concerning the Conclusion of a Sponsor Support Agreement with the APA Group released
today.

8

(7) Continuation of the Investment Corporation’s listing
The Investment Corporation plans to remain listed.
(8) Changes in the trade names of the Asset Manager, etc.
With the Stock Transfer, the trade name of the Asset Manager will be changed to a name that does notinclude the word "Ooedo Onsen" on December 19, 2023.
In addition, the trade name of the Investment Corporation will be changed to a name that does not include
the word "Ooedo Onsen."(9) Future policy, etc.
With changes in Directors and Corporate Auditors expected to take place after the Stock Transfer, detailsof the management structure of operations related to the management of the Investment Corporation's assets
by the Asset Manager will be announced in “Report on the Management Structure and System of the Real
Estate Investment Trust Securities Issuer and Related Parties” which is scheduled to be submitted to theTokyo Stock Exchange after the Stock Transfer.
6. Others
In the event that matters to be disclosed concerning execution of operation of the Investment Corporation and
the Asset Manager arise, such will be promptly announced. Required procedures will be completed in regard to
the change pursuant to the Financial Instruments and Exchange Act and other related laws and regulations.
* The Investment Corporation’s website: https://oom-reit.com/en/

9

[Reference: Figure showing capital relationship in regard to principal shareholder, parent company and specified
associated corporation of the Asset Manager]
Before change

After change*The trade name of the Asset Manager will be changed on December 19, 2023.

10