August 24, 2021
FOR IMMEDIATE RELEASE
Activia Properties Inc.
21-1 Dogenzaka 1-chome, Shibuya-ku, Tokyo
Kazushi Sato
Executive Director(Code: 3279)
Asset Management Company
TLC REIT Management Inc.
Masaoki Kanematsu
President & CEO
Inquiries
Kazuyuki Murayama
General Manager of Strategy Department
Activia Management Division(Tel: +81-3-6455-3377)

Notice Concerning Issuance of New Investment Unitsand Secondary Offering of Investment Units
Activia Properties Inc. (“API”) announces that a resolution was passed concerning the issuance of new
investment units and secondary offering of investment units at the board of directors meeting held on August 24,
2021. Details are as follows.

1．Issuance of new investment units through public offering(1)
Number of investment 49,030 units
units to be offered(2)
Amount to be paid in per To be determined
unit (issue price per unit) The issue price per unit shall be determined at API’s board of directors
meeting to be held on a day (the “Pricing Date”) between September 1,
2021 (Wednesday) and September 6, 2021 (Monday) and based on thecalculation method provided in Article 25 of the Regulations Concerning
Underwriting, etc. of Securities as set forth by the Japan Securities
Dealers Association.
(3)
Total amount to be paid in To be determined(total issue price)

Disclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

1

(4)

Amount to be offered perunit (offer price per unit)(5)

Total amount to be offered(total offer price)
Offering method

(6)

(7)

Content of underwriting
agreement(8)(9)

Subscription unit
Subscription period(Domestic Primary
Offering)
Payment date(10)

To be determined
The offer price per unit shall be determined on the Pricing Date byconsidering demand and other factors and arriving at a provisional priceby multiplying 0.90-1.00 by the closing price of the investment units ofAPI (the “Investment Units”) on the Pricing Date (or if there is no closing
price on the Pricing Date, the closing price immediately preceding thePricing Date) as listed on the Tokyo Stock Exchange, Inc. based on themethod provided in Article 25 of the Regulations Concerning
Underwriting, etc. of Securities as set forth by the Japan Securities
Dealers Association. (Fractional amounts of less than one yen are
rounded down.)
To be determined
The offering will be a simultaneous offering in Japan and outside ofJapan.
a. Domestic primary offering
The offering in Japan (the “Domestic Primary Offering”) shallcomprise a public offering in which all investment units subject tothe Domestic Primary Offering shall be purchased and underwritten
by domestic underwriters (the “Domestic Underwriters”).
b. International offering
The international offering (the “International Offering”) shall be anoffering in markets outside of Japan, mainly in the United States,
Europe and Asia. However, within the United States the investment
units will be sold only to qualified institutional investors in relianceon Rule 144A under United States Securities Act of 1933. All
investment units subject to the International Offering shall bepurchased and underwritten severally and not jointly in the total
amount by international managers (the “International Managers,”
and collectively with the Domestic Underwriters, the“Underwriters”).
Furthermore, concerning the number of investment units pertaining to
the respective offerings under a. and b. above, the offering is expected tocomprise 30,970 units in the Domestic Primary Offering and 18,060
units in the International Offering. The final allocations will be
determined on the Pricing Date, taking into consideration the demandand other factors.
Certain underwriters of the Domestic Primary Offering and theInternational Offering, as well as the secondary offering described below
under 2. (the “Secondary Offering”), shall serve as the joint global
coordinators (the “Joint Global Coordinators”).
The Underwriters shall pay to API the total amount to be paid in(issue price) for the Domestic Primary Offering and the International
Offering on the payment date stated below under (10), and thedifference from the total amount to be offered (total offer price) shallbe the proceeds of the underwriters. API shall not pay anunderwriting fee to the underwriters.
One Investment Unit or more in multiples of one Investment Unit
From the business day immediately following the Pricing Date totwo business days following the Pricing Date.
A business day between September 7, 2021 (Tuesday) andDisclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

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(11)
(12)
(13)

September 10, 2021 (Friday) which shall be four business days after
the Pricing Date.
Delivery date
The business day immediately following the payment date statedabove under (10).
The amount to be paid in per unit (issue price per unit), the amount to be offered per unit (offer
price per unit) and other matters necessary for this issuance of new Investment Units shall be
determined at a future board of directors meeting of API.
Of the items above, those matters pertaining to the Domestic Primary Offering shall be subject
to the condition that the notification under the Financial Instruments and Exchange Act takes
effect.

2．Secondary Offering (Please refer to “Reference 1” below.)(1)
Number of investment
2,500 units
units to be distributed
The number of Investment Units to be distributed above is shown as
the maximum number of Investment Units to be distributed in theSecondary Offering by the bookrunner of the Domestic Primary
Offering upon the Domestic Primary Offering, taking into
consideration demand and other factors in the Domestic Primary
Offering. It is possible that the number may decrease or theSecondary Offering may not take place at all depending on demandand other factors in the Domestic Primary Offering. The number of
Investment Units to be distributed shall be determined at API’s boardof directors meeting to be held on the Pricing Date, taking into
consideration the demand and other factors in the Domestic Primary
Offering.
(2)
SellerA Domestic Underwriter(3)
Distribution price per
To be determinedunit
The distribution price per unit shall be determined on the Pricing
Date. Furthermore, the distribution price per unit shall be the same
price as the offer price per unit for the Domestic Primary Offering.
(4)
Total amount of
To be determined
distribution price(5)
Distribution method
The bookrunner of the Domestic Primary Offering shall conduct theSecondary Offering in Japan of the Investment Units, which it shallborrow from Tokyu Land Corporation in a number not to exceed
2,500 units, upon the Domestic Primary Offering, by considering thedemand and other factors in the Domestic Primary Offering.
(6)
Subscription unit
One Investment Unit or more in multiples of one Investment Unit
(7)
Subscription period
The subscription period shall be the same as the subscription period
for the Domestic Primary Offering.
(8)
Delivery date
The delivery date shall be the same as the delivery date for theDomestic Primary Offering.
(9)
The distribution price per unit and other matters necessary for this Secondary Offering ofinvestment units shall be determined at a future board of directors meeting of API.
(10) The items above shall be subject to the condition that the notification under the Financial
Instruments and Exchange Act takes effect.

Disclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

33．Issuance of new investment units by way of third-party allotment (Please refer to “Reference 1.” below.)(1)
Number of investment
2,500 units
units to be offered(2)
Amount to be paid in per To be determined
unit (issue price per unit) The amount to be paid in per unit (issue price per unit) shall be
determined at API’s board of directors meeting held on the Pricing
Date. Furthermore, the amount to be paid in per unit (issue price perunit) shall be the same price as the amount to be paid in per unit
(issue price per unit) for the Domestic Primary Offering.
(3)
Total amount to be paid
To be determinedin (total issue price)(4)
Allottee
A Domestic Underwriter(5)
Subscription unit
One Investment Unit or more in multiples of one Investment Unit
(6)
Subscription period
September 27, 2021 (Monday)(subscription date)(7)
Payment date
September 28, 2021 (Tuesday)(8)
Investment units for which no subscriptions have been filed during the subscription period(subscription date) stated above under (6) shall not be issued.
(9)
The amount to be paid in per unit (issue price per unit) and other matters necessary for thisissuance of new investment units shall be determined at a future board of directors meeting ofAPI.
(10) The items above shall be subject to the condition that the notification under the Financial
Instruments and Exchange Act takes effect.
Reference
1．About the Secondary Offering
The Secondary Offering shall be a domestic secondary offering in Japan by the bookrunner of the Domestic
Primary Offering (the “Bookrunner”) of Investment Units, which it shall borrow from Tokyu Land
Corporation in a number not to exceed 2,500 units. The number of Investment Units to be distributed in theSecondary Offering is scheduled to be 2,500 units. Such number of Investment Units to be distributed is the
maximum number of Investment Units to be distributed, and it is possible that the number may decrease or theSecondary Offering itself may not take place at all depending on the demand and other factors in the Domestic
Primary Offering.
Furthermore, in connection with the Secondary Offering, at API’s board of directors meeting held on August24, 2021 (Tuesday), API passed a resolution to issue new Investment Units by way of a third-party allotment
for 2,500 units of API to an allottee (the “Third-party Allotment”) on September 28, 2021 (Tuesday) as thepayment date, in order for the Bookrunner to acquire the Investment Units necessary for the Bookrunner toreturn the Investment Units borrowed from Tokyu Land Corporation (the “Borrowed Investment Units”).
In addition, during the period starting from one day following the end of the subscription period forthe Domestic Primary Offering and the Secondary Offering and ending on September 21, 2021 (Tuesday),(the “Syndicate Covering Transaction Period”), the Bookrunner may purchase the Investment Units on
the Tokyo Stock Exchange, which shall be in a number not to exceed the number of Investment Units
pertaining to the Secondary Offering, for the purpose of returning the Borrowed Investment Units (the“Syndicate Covering Transaction”). All of the Investment Units acquired in the Syndicate Covering
Transaction by the Bookrunner shall be used toward returning the Borrowed Investment Units.
Furthermore, during the Syndicate Covering Transaction period, there are cases where the BookrunnerDisclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

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may decide not to engage in the Syndicate Covering Transaction at all or end the Syndicate Covering
Transaction in a number not reaching the maximum number of Investment Units pertaining to theSecondary Offering.
Furthermore, there are cases where the Bookrunner may engage in stabilizing transactions in connection
with the Domestic Primary Offering and the Secondary Offering and may allocate all or part of the Investment
Units purchased through stabilization transactions to repay the borrowed Investment Units.
Regarding the number of Investment Units that results from reducing the number of units purchased
through stabilizing transactions as well as the Syndicate Covering Transaction and then used to return
Borrowed Investment Units from the number of units that were offered through the Secondary Offering,the Bookrunner is scheduled to acquire the Investment Units in the Third-party Allotment. For this reason,
it is possible that subscriptions may not be filed for the number of Investment Units to be issued in the
Third-party Allotment in whole or in part and, as a result, the final number of Investment Units issued
in the Third-party Allotment may decrease or the issuance itself may not take place at all due to forfeiture.
Furthermore, any of the above transactions shall be conducted by the Bookrunner in consultation with
the Domestic Underwriters.

Disclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

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2．Change in total number of Investment Units issued and outstanding as a result of the offerings
Total number of Investment Units issued and outstanding at present
771,224 units
Increase in number of Investment Units due to the issuance of new
Investment Units through the public offering
49,030 units
Total number of Investment Units issued and outstanding after
the issuance of new Investment Units through the public offering
820,254 units
Increase in number of Investment Units due to an exercise of
the over-allotment options
2,500 units (Note)
Total number of Investment Units issued and outstanding afteran exercise of the over-allotment options
822,754 units (Note)(Note) Assumes the over-allotment options are exercised in full.

3．Objective and reason for the offerings
API is determined to expand its asset scale and strengthen its portfolio through investing carefully
upon consideration of location and quality, and aims to increase the unitholder value with a growth inboth cash distributions per unit and NAV per unit.
Issuance of new Investment Units has been decided by considering market trends in addition to the above
factors.
4．Amount, use and schedule of expenditure of funds to be procured(1) Amount of funds to be procured (estimated net proceeds)
22,989,078,900 yen (maximum)(Note) This is the total amount of 13,816,646,100 yen in proceeds from the Domestic Primary Offering,
8,057,107,800 yen in proceeds from the International Offering and up to 1,115,325,000 in proceedsfrom the issuance of new investment units by way of the Third-party Allotment. In addition, the amountnoted above is the estimated amount calculated on the basis of the closing price as of August 16, 2021
(Monday) on the Tokyo Stock Exchange.

(2) Specific use and schedule of expenditure of funds to be procured
A portion of the net proceeds from the offerings will be used to pay part of the purchase price(Note) of “Meguro Tokyu Building”, “Q plaza Shinjuku-3chome” and “A-PLACE Shibuya Nampeidai”
announced in “Notice of Acquisition of Assets and Lease Contract with New Tenants (Three Properties
Including Meguro Tokyu Building)” release as of today. Furthermore, net proceeds from the overallotment options will be allocated to cash on hand decreased due to the acquisition of “Meguro
Tokyu Building”, “Q plaza Shinjuku-3chome” and “A-PLACE Shibuya Nampeidai”. Cash on handshall be deposited in a financial institution until actual expenditures, and shall be used for partial
repayment of borrowings or for partial funding of property acquisitions in the future.
(Note) Anticipated purchase price (total of sales proceeds stated in trust beneficiary right sales contracts) of
43,500 million yen (rounded down to the nearest million yen, excluding consumption tax, regional
consumption tax, and various costs such as sales commissions)Disclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

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5．Outlook
Please refer to the “Notice Concerning Revision to the Forecast of Management Performance for the
Fiscal Periods Ending November 30, 2021 and May 31, 2022” announced as of today.
6．Lock-up(1) In connection with the Domestic Primary Offering and International Offering, Tokyu Land Corporation
has reached an agreement with the Joint Global Coordinators to the effect that, without the priorwritten consent of the Joint Global Coordinators, no sale of the Investment Units (excluding
investment units lent in connection with the Secondary Offering, etc.) shall be conducted during theperiod beginning on the Pricing Date and ending on the date that is 180 days after the delivery dateof the units.
The Joint Global Coordinators have the authority to cancel the agreement, in whole or in part, at theirdiscretion, including during the 180-day lock-up period described above.
(2) In connection with the Domestic Primary Offering and International Offering, API has reached anagreement with the Joint Global Coordinators to the effect that, without the prior written consent of
the Joint Global Coordinators, no issuance of the Investment Units, excluding investment units issued
in connection with the offering, the over-allotment options, split of investment units etc., shall be
conducted during the period beginning on the Pricing Date and ending on the date that is 90 days
after the delivery date of the units.
The Joint Global Coordinators have the authority to cancel the agreement, in whole or in part, at theirdiscretion, including during the 90-day lock-up period described above.

*Website of API: https://www.activia-reit.co.jp/en/

Disclaimer: This press release is an announcement by Activia Properties Inc. concerning the issuance of new investment
units and secondary offering of investment units, and has not been prepared for the purpose of solicitation for investment.
Investors are asked to ensure that they read the prospectus for the issuance of new investment units, as well as any
amendments thereto(if any), prepared by Activia Properties Inc. before they invest and that they make decisions on investment
at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred
to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

7