July 25, 2017

To unitholders
Activia Properties Inc.
1-1 Minami-Aoyama 1-chome, Minato-ku, Tokyo
Nariaki Hosoi
Executive Director

Notice of Convocation of the 4th Unitholders’ Meeting
We hereby announce and request your attendance at the 4th Unitholders’ Meeting of Activia Properties Inc.
(“API”), which will be held as follows.
Unitholders who are unable to attend on the day of the meeting may exercise their voting rights in writing.
Unitholders who wish to exercise their voting rights in writing should refer to the Reference Documents for
Unitholders’ Meeting at the end of this notice. After reading the Reference Documents, please fill out your voteon the enclosed Voting Rights Exercise Form and return it by Wednesday, August 9, 2017 at 6:00PM.
In accordance with the provision of Article 93, Section 1 of the Act on Investment Trusts and Investment
Corporations, “Deemed Approval” has been set forth in Article 14 of the current Articles of Incorporation.
Therefore, unitholders who do not attend the meeting and do not exercise their voting rights through the useof the Voting Rights Exercise Form shall be included in the number of voting rights of unitholder present anddeemed to have approved the proposals for resolution submitted at the Unitholders’ Meeting. We ask that you
give due consideration to this point.
(Excerpt of the current Articles of Incorporation)
Article 14:
1.

Deemed Approval

Unitholders who do not attend the Unitholders’ Meeting and who do not exercise their voting rights are
deemed to have approved the proposals (excluding any proposals with conflicting purposes when multiple
proposals are submitted) that are submitted at the unitholders’ meeting.

2.

The number of voting rights held by the unitholders deemed to have voted affirmatively for the proposal
pursuant to the preceding paragraph shall be included in the number of voting rights of unitholder present.

Details
1. Time and Date

August 10, 2017 (Thursday) at 1:30 PM

2. Venue

Shibuya Mark City Building, 12-2, Dogenzaka 1-chome, Shibuya-ku, Tokyo
Shibuya Excel Hotel Tokyu 6th Floor, Planets Room
(Please note that the venue is different from that of the previous meeting place.
Please refer to the Access Information at the end of this notice.)

3. Objectives of the Unitholders’ Meeting
Matters for resolution
Resolution proposal 1Changes to Part of the Articles of Incorporation

Resolution proposal 2

Appointment of One Executive Director

Resolution proposal 3

Appointment of One Alternate Executive Director

Resolution proposal 4

Appointment of Two Supervisory Directors1

◎When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to the reception at thevenue.
◎Following the conclusion of the Unitholders’ Meeting, TLC REIT Management Inc., the asset managementcompany of API, will hold a briefing session on the status of the managed assets. The briefing will be held at thesame venue.
◎Because it is possible for a unitholder who holds voting rights to attend the Unitholders’ Meeting as a proxy, whenattending the meeting as a proxy, the unitholder shall submit the proxy form together with the Voting Rights
Exercise Form to the reception at the venue.
◎Please note that if there are any matters in the Reference Documents for Unitholders’ Meeting that need to berevised between the time the notice of the meeting is issued and the day prior to the meeting, the revised
information will be posted on our website (http://www.activia-reit.co.jp/english).

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Reference Documents for Unitholders’ MeetingResolutions and Other Items
Changes to Part of the Articles of Incorporation
Resolution proposal 1
1. Reasons for the changes

(1)

(2)

In connection with the payment of the remuneration for the independent auditor, a necessarychange will be made to reflect that the term in respect of the deadline for the said payment shallbe commenced upon the request of the independent auditor, and a formal revision will be made to
the wording (related to Article 26 of the current Articles of Incorporation).
In addition to the above, a revision will be made to clarify the provision and the Supplementary
Provision that is no longer necessary will be deleted (related to Article 24 of the current Articlesof Incorporation and Article 1 of the current Supplementary Provision).

2. Details of changes
Details of changes are described below.
(The changed parts are underlined)
Before change

After change (proposal)

Article 24 (Independent Auditor’s Term of Office)

Article 24 (Independent Auditor’s Term of Office)

1. The term of office of the independent auditor shall

1. The term of office of the independent auditor shallcontinue until the conclusion of the first unitholders’continuemeeting to be held after the first Fiscal Period End

unitholders’ meeting to be held after the first Fiscal

until

theconclusion

ofthefirst

following the elapse of one year from the time of thePeriod End (as defined below) following the elapse

assumption of office.

of one year from the time of the assumption ofoffice.

2. (Omission)

2. (Not changed)

Article 26 (Standards for Payment of Remuneration ofIndependent Auditor)

Article 26 (Standards for Payment of Remuneration ofIndependent Auditor)

The amount of remuneration of the independent auditor

The amount of remuneration of the independent auditor

shall be the amount to be determined by the Board ofshall be the amount to be determined by the Board of

Directors, with a maximum of fifteen million (15,000,000)

Directors, with a maximum of fifteen million

yen per business period. Such amount shall be paid by(15,000,000) yen per business period. Such amountremittance, within three months from the Fiscal Period End

shall be paid by remittance, within three months from(as defined below) of the relevant business period, to thethe receipt of the request from the independent auditor,

account which is designated by the independent auditor.

to the account which is designated by the independentauditor.

Chapter 9 Supplementary Provision(Deleted)

Article 1 (Effective Date)
The change in Article 3 of the Articles of Incorporation(place where the head office is located) shall go into effecton the day the head office of the Investment Corporation isrelocated. This date is to be decided at a Board of Directors
meeting of the Investment Corporation to be held byDecember 31, 2015.

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Appointment of One Executive Director
Resolution proposal 2
The term of office of Executive Director Nariaki Hosoi will expire on September 7, 2017. Accordingly, wewould like to ask you to select one Executive Director. The term of office of the Executive Director will be twoyears, starting from September 8, 2017.
The proposal regarding the appointment of one Executive Director was submitted with approval by all theSupervisory Directors at the Board of Directors Meeting held on June 26, 2017.
The personal information and brief biography of the candidate for Executive Director are as follows.
Name(Date of birth)

Career summary
April 1987
April 1987
April 1988
July 1992
October1994
October1997
April 1998
April 1999July 2000
April 2010

Nariaki Hosoi(January 15, 1964)

April 2011

April 2013
March 2015
April 2017
April 2017

Tokyu Land Corporation
Office Building Planning Division
Office Building Division
Urban Business Division
Seconded to Tokyu Research Institute, Inc.
Planning Department, Tokyu Land Corporation
Urban Business Division
Office Building Division
Manager of the Urban Business Division
Executive Manager of the Commercial Facilities
Development Department, Commercial Facilities Division
Seconded to TLC Township Inc. (Currently TLC REITManagement Inc.)
Director, Managing Executive Officer and Executive Officerof the Asset Management Department
Director, Managing Executive Officer of TLC Activia
Investment Management Inc. (Currently TLC REITManagement Inc.)
Executive Director of Activia Properties Inc.
Seconded to TLC REIT Management Inc.
Currently serves as Managing Director, Chief Division
Officer of Activia Management Division
Currently serves as Executive Director, API# ofinvestment
units owned

0 units

・The aforementioned candidate for Executive Director is the Managing Director, Chief Division Officer of Activia Management
Division of TLC REIT Management Inc., the asset management company of API. There is no particular conflict of interests
between the candidate for Executive Director and API.
・The aforementioned candidate for Executive Director currently supervises the overall operations of API as an Executive Director.

4Resolution proposal 3

Appointment of One Alternate Executive Director

This proposal asks that you select one Alternate Executive Director for cases in which the Executive Director
is absent or the number of Directors prescribed by law is insufficient. The period in which the resolution on theappointment of one Alternative Executive Director in this proposal will be effective will be two years, startingfrom September 8, 2017 when the Executive Director in resolution proposal 2 will take office, as stipulated bythe Articles of Incorporation.
The proposal regarding the appointment of one Alternate Executive Director was submitted with approval by
all the Supervisory Directors at the Board of Directors Meeting held on June 26, 2017.
The personal information and brief biography of the candidate for Alternate Executive Director are as follows.
Name(Date of birth)

Career summary
April 1992
September 2004
August 2005
March 2012
March 2012

Kazuyuki Murayama(April 17, 1969)

April 2015
July 2016
April 2017

The Daiwa Bank, Limited.
Sei Crest Co., Ltd.
Ernst & Young Tax Co.
Tokyu Land Capital Management Inc.
Seconded to Fund Management Department of TLC
Activia Investment Management Inc. (Currently TLC
REIT Management Inc.)
Deputy Executive Officer of Fund ManagementDepartment
Executive Officer of Fund Management Department
Currently serves as General Manager of StrategyDepartment, Activia Management Division,
TLC REIT Management Inc.

# ofinvestment
units owned

0 units

・The aforementioned candidate for Alternate Executive Director is the General Manager of Strategy Department, Activia
Management Division of TLC REIT Management Inc., the asset management company of API. There is no particular conflict ofinterests between candidate for Alternate Executive Director and API.
・The aforementioned proposal shall be withdrawn by resolution at the Board of Directors Meeting before the candidate assumes
the post.

5Resolution proposal 4 Appointment of Two Supervisory Directors
The respective terms of office of the Supervisory Directors Yonosuke Yamada and Yoshinori Ariga will
expire on September 7, 2017. Thus, this proposal asks you to select two Supervisory Directors. The term ofoffice of each Supervisory Director will be two years, starting from September 8, 2017, as stipulated in theArticles of Incorporation.
The personal information and brief biographies of the candidates for Supervisory Directors are as follows.
No.

Name(Date of birth)

Career summary# ofinvestment
units owned

April 1989

1Yonosuke
Yamada(May 2, 1959)

Registered as an attorney (Dai-ichi Tokyo BarAssociation), Nagashima & Ohno Law Firm (currentlyNagashima, Ohno & Tsunematsu)
October1989
Partner in the Yamada Law Firm
December 1994 Outside corporate auditor of Sanyo Trading Co., Ltd.
January 1996
Director of Denenchofufutaba Gakuen
March 2004
Currently serves as corporate auditor of Higeta Shoyu, Inc.
June 2004
Currently serves as outside corporate auditor of Mitsubishi
Logistics Corporation
January 2005
Instructor (defense in criminal cases) at the JudicialResearch and Training Institute of the Supreme Court ofJapanMay 2005
Currently serves as managing partner of Yamada, Goya,and Suzuki law offices
May 2006
Independent committee member of Inabata & Co., Ltd.
June 2006
Currently serves as outside corporate auditor of Kanematsu
Corporation
September 2011 Currently serves as Supervisory Director of Activia
Properties Inc.
October 2014
Trustee of the school corporation Morimura Gakuen
December 2014 Currently serves as outside director of Sanyo Trading Co.,
Ltd.

October1989
March 1994
October1995

2Yoshinori Ariga(July 19, 1964)

Chuo Shinko Audit Corporation
Registered as an accountant
Seconded to the Amsterdam office ofPricewaterhouseCoopers
September 2000 ChuoAoyama Audit Corporation
September 2004 Currently serves as accountant of Ariga Yoshinori
accounting office
September 2004 Sakamaki Keiji tax advisor office
January 2005
Registered as a tax advisor
September 2011 Currently serves as Supervisory Director of Activia
Properties Inc.
January 2013
Currently serves as tax advisor of Ariga Yoshinori Tax
Advisor Office
June 2016
Currently serves as outside corporate auditor of Achilles
Corporation

0 units

0 units

・There are no particular conflicts of interests between aforementioned candidates for Supervisory Directors and API.
・The aforementioned candidates for Supervisory Directors currently supervise the overall operations of API as its SuperisoryDirectors.

6Other Reference Matter
Where there are conflicting proposals among the proposals submitted to the Unitholders’ Meeting, “DeemedApproval” prescribed in Article 93, Section 1 of the Act on Investment Trusts and Investment Corporations andArticle 14 of the Articles of Incorporation shall be not applied. Resolution proposals 1, 2, 3 and 4 described here are
not considered to be conflicting proposals.

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Access Information for the 4th Unitholders’ Meeting
Venue Shibuya Mark City Building, 12-2, Dogenzaka 1-chome, Shibuya-ku, Tokyo
Shibuya Excel Hotel Tokyu 6th Floor, Planets RoomTEL+81-3-5457-0109

Access Information
JR Yamanote Line and Saikyo Line
Tokyo Metro Ginza Line, Hanzomon Line and Fukutoshin Line
Tokyu Toyoko Line and Tokyu Den-en-toshi Line

Shibuya Station

Directlyconnected

Keio Inokashira Line・Please take a private elevator at Shibuya Excel Hotel Tokyu to the 6th Floor from the 1st or 3rd Floor.
・Please use the public transportations since we do not arrange the car parking space.
・Please hand in the enclosed Voting Rights Exercise Form to the reception at the venue (6F).

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