May 21, 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.
Hiroyuki Tohmata
President & CEO
Inquiries
Kazuyuki Murayama
General Manager of Strategy Department
Activia Management Division(Tel: +81-3-6455-3377)

Notice of Acquisition and Disposition of Assets and Lease Contract with New Tenants(Tamachi East Building and Tokyu Plaza Akasaka)
Activia Properties Inc. (“API”) announces that TLC REIT Management Inc.(“TRM”), to which API
entrusts its asset management operations, decided to acquire (the “Acquisition”) and lease an asset (the“Lease”), and dispose of an asset (the “Disposition”) (hereinafter the Acquisition and the Disposition arecollectively referred to as the “Replacement”) today.
Under Article 201-2 of the Act on Investment Trusts and Investment Corporations (“ITA”) and the internal
rules regarding transactions with related parties of TRM, TRM has obtained API’s approval for the abovetransactions at API’s board of directors meeting. Details are as follows.
1.

Overview of the Replacement(1) Overview of the Acquisition① Property name
② Asset to be acquired③ Acquisition price④ Date of purchase
contract⑤ Date of acquisition⑥ Seller of property⑦ Funds for acquisition⑧ Settlement method: Tamachi East Building: The trust beneficiary interest in a property (Tamachi East Building) as atrust asset (the “Anticipated Asset”): ¥6,800 million(excluding expenses for the acquisition, consumption tax, etc.): May 21, 2021 (plan)::::

October 29, 2021 (plan)
CANAL INVESTMENT
Proceed from the Disposition (plan)
Total amount to be paid at the time of delivery1(2) Overview of the Disposition① Property name
② Asset to be disposed of③ Disposition price④ Book value (Note)⑤ Difference between
anticipated disposition
price and book value⑥ Date of sales contract⑦ Date of delivery⑧ Acquirer of property⑨ Purpose of use of funds
raised by the
Disposition⑩ Settlement method: Tokyu Plaza Akasaka: The 50% co-ownership trust beneficiary interest in a property (Tokyu
Plaza Akasaka) as a trust asset (the “Asset to be Disposed of”)
: ¥11,800 million(excluding expenses for the disposition, consumption tax, etc.): ¥11,537 million: ¥262 million

:
:
:
:

May 21, 2021 (plan)
October 29, 2021 (plan)
Exsim Limited Liability Company
Proceeds will be used for the Acquisition, distributions and futureacquisition, etc. (plan): Total amount to be received at the time of delivery(Note) Anticipated book value as of October 29, 2021.

2.

Reasons of the Acquisition, the Lease and the Disposition
In accordance with the subjects and policies of asset management stipulated in its bylaws, API willconduct the Replacement with aim to reinforce its portfolio. We expect that our portfolio reinforces its
strength by flexibly disposing of a retail property comprised mainly of a hotel suffering decreased
profitability due to the COVID-19 impact and acquiring an additional Tokyo Office property located in thetarget investment area to secure the profitability. Further, the remaining proceeds from the Replacement will
be used to finance future acquisition, etc. with aim to improve cash distributions. The Replacement will be
conducted as a part of the “asset recycling model”, enabled by leveraging the support of Tokyu Land
Corporation (“TLC”), our sponsor, and we will continue to work for maximization of the unitholder value
through various measures with the support from TLC.
Following the Replacement, the portfolio will consist of 44 properties with an approximate anticipated
total acquisition price of ¥504.5 billion (plan).
API judges that the lessees of the Anticipated Asset satisfy the criteria for the selection of tenants statedin the “Report on the Management Structure and System of the Issuer of Real Estate Investment Trust Units
and Related Parties” set by TRM on February 26, 2021.
For the details of the Acquisition, the Lease and the Disposition, please see below.

(1) Acquisition and Lease of Tamachi East Building① Location
Located at a 2-minute walk from Tamachi Station on the JR Yamanote line and Keihin-Tohoku Line, anda 5-minute walk from Mita Station on the Toei Asakusa Line and Mita Line, the property enjoys great accessto central Tokyo. Recently, in the Tamachi area where the property is located, redevelopment progresses andnew facilities have been built including “msb Tamachi”, a mixed-purpose facility comprised of a hotel,
offices and commercial facilities, and others serving to provide people working in the area with convenience,such as hotels, restaurants & bars, gyms, etc. Further increase in demand of the area as a business hub isexpected in line with several urban redevelopment projects including the Tokyo Tech Tamachi Campus
Redevelopment Project in which TLC takes part.

2

② Characteristics of the property
The property is an office building which has ten floors above ground, made of steel-framed reinforced
concrete, with residential apartments from eighth to tenth floor. The office’s standard floor features a total
leasable area of an approximately 157 tsubo with a ceiling height of 2,700 mm and a 100 mm sub-floor cavity
for OA connection, equipped with individual air conditioning units. The property offers well-appointed
offices equivalent to those of the new buildings in the neighborhood.
Located at the corner of the avenue in front of the east exit of Tamachi Station, the property has an
excellent connectivity towards and a great visibility from the station. As the north and west sides of thebuilding face the avenue while the south side is open to a river, the property is well lit and enjoys excellent
views, which contributes to its competitiveness.
(2) Disposition of Tokyu Plaza Akasaka
Tokyu Plaza Akasaka is a multi-purpose building comprised of a hotel, commercial facilities and offices
facing the Akasaka Mitsuke crossing. We acquired this property at IPO in June 2012 and continued the
management operation since then.
With Tokyu Hotels Co., Ltd., the main tenant of the property, API has had a discussion on the leaserenewal from November 1, 2021. Although, given the lowered profitability of the hotel due to the COVID19 impact, we renewed the agreement with a reduced rent as disclosed today in the “Notice Concerning theConclusion of a Lease Agreement on Owned Property (Tokyu Plaza Akasaka)”.
In consideration of that the agreement will significantly decrease the profitability of the property and arecovery in the medium term will be uncertain, and that the 51-year aged building will require increased
expenses for maintenance, etc., API decided to dispose of the property and has entered into discussion with
TLC which is the other holder of the trust beneficiary co-ownership interests in the property. In consequence,
API decided to conduct the Replacement as it can expect improvement in the profitability and reinforcementof the portfolio.
API plans to obtain a preferential negotiating right from the acquirer of the property for the acquisitionof the new property when the building will be reconstructed, which will secure the future opportunity forexternal growth.

3.

Overview of the Anticipated Asset and the Asset to be Disposed of(1) Outline of the Anticipated Asset and the scheduled lease
Property nameSpecified asset category
Trustee
Trust establishment date
Trust maturity date
Transportation
Location (address)
Location
Building to land ratio
Plot ratioLand
Use district
Land area
Ownership

Tamachi East Building
Trust beneficiary interest
Sumitomo Mitsui Trust Bank, Limited
January 31, 2002
October 31, 2031
2-minute walk from Tamachi Station on the JR Yamanote Line andKeihin-Tohoku Line, 5-minute walk from Mita Station on the Toei
Asakusa Line and Mita Line
2-16, Shibaura 3-chome, Minato-ku, Tokyo
12-3, 12-6, Shibaura 3-chome, Minato-ku, Tokyo (Note 1)
88.42% (Note 2)
573.30% (Note 3)
Commercial district, quasi-industrial district
970.13 m2 (Note 1)
Ownership3

Completion date
Structure
Registered usage
Gross floor area
Parking facility
Ownership
Property management company
Master lessee
Acquisition priceAppraisal value(Date of value estimate)Appraisal agency
Building

Earthquake PML
Hypothecation
Lease overview (Note 5)
Total leasable area
Total leased area
Occupancy rate
Number of tenants
Annual rent
Expected NOI
Tenant leasehold andsecurity deposits
Remarks

April 9, 2003 (Note 1)
Steel frame, steel-framed reinforced concrete / 10 floors above and 1
floor underground (Note 1)
Office, residence and parking (Note 1)
6,065.08 m2 (Note 1)
17 vehicles
Ownership
Tokyu Community Corp. (plan) (Note 4)
Tokyu Community Corp. (pass-through) (plan) (Note 4)¥6,800 million¥7,130 million(March 31, 2021)

Japan Valuers Co., Ltd.
7.2%

(According to an earthquake PML report of Sompo Risk Management Inc.)

None

4,288.88 m2
4,235.81 m2
98.8%
24¥328 million¥260 million¥310 million
Property line of the vision clearance setback area in the western corner
is not confirmed (owner: Minato-ku, Tokyo). Boundary confirmation
procedure will be taken under the responsibility and at the expense of
the previous owner before the acquisition date.

(Note 1) The data is based on the registry.
(Note 2) The figure includes the margin since the building receives the margin due to the fire-resistant building on fire prevention
district.
(Note 3) The figure includes the margin since the building receives the margin due to the integrated design system.
(Note 4) Tokyu Community Corp. to which API outsources master lessee and property management, is a related party of TRM
under “Rules Regarding Related-party Transactions”, the internal rules of TRM. Therefore, in accordance with the Rules
Regarding Related-party Transactions, TRM has obtained resolution at the compliance committee and the investmentcommittee, following deliberation of each committee.
(Note 5) The figures are estimates at the anticipated date of acquisition (October 29, 2021) as of May 21, 2021.

(2) Outline of the Asset to be Disposed of
Property nameSpecified asset category
Trustee
Trust establishment date
Trust maturity date
Transportation
Location (address)
Location
Building to land ratio
Plot ratioLand
Use district
Land area
Ownership

Tokyu Plaza Akasaka
Trust beneficiary interest
Sumitomo Mitsui Trust Bank, Limited
September 8, 1999
June 30, 2022
1-minute walk from Akasaka-mitsuke Station on the Tokyo Metro Ginza
Line, Marunouchi Line, 1-minute walk from Nagatacho Station on theTokyo Metro Yurakucho Line, Hanzomon Line, and Namboku Line
14-3, Nagatacho 2-chome, Chiyoda-ku, Tokyo
20-9, Nagatacho 2-chome, Chiyoda-ku, Tokyo (Note 1)
100.00% (Note 2)
700.00% / 500.00% (Note 3)
Commercial district
5,103.57 m2 (Note 1, 4)
Ownership (50% co-ownership interest)4

Completion date
Structure
Building

Registered usage
Gross floor area
Parking facilities
Ownership
Property management company
Master lessee
Disposition priceAppraisal value(Date of value estimate)Appraisal agency(Note 5)

Earthquake PML
Hypothecation
Lease overview (Note 6)
Total leasable area
Total leased area
Occupancy rate
Number of tenants
Annual rent
Expected NOI
Tenant leasehold andsecurity deposits

Remarks

September 10, 1969 (Note 1)
Steel-framed reinforced concrete /14 floors above and 3 floors
underground (Note 1)
Hotel, office, retail and parking (Note 1)
51,491.66 m2 (Note 1)
146 vehicles
Ownership (50% co-ownership interest)
Tokyu Land Corporation
Tokyu Land Corporation (pass-through)¥11,800 million¥10,800 million(March 31, 2021)
Tanizawa Sogo Appraisal Co., Ltd.
3.6%

(According to an earthquake PML report of Sompo Risk Management Inc.)

None

16,609.75 m2 (Note 7)
16,131.57 m2 (Note 7)
97.1% (Note 7)90¥916 million (Note 7)¥272 million (Note 7)¥365 million (Note 7)
・At the time of construction of the property, building had met thestandard floor area ratio, but due to the implementation of the urban
planning road after the building was completed, a part of the site of theproperty was disposed to the government of Tokyo to be used as a roadbetween 1979 and 1991. As a result, the floor area ratio of the building
does not meet the standard floor area ratio currently.
・ Holders of the co-ownership interest in the property agreed thefollowing: If a holder of the co-ownership interest in the property has
intention to dispose of the interest, the party shall notify in advance otherholders of co-ownership interest of its intention and, upon consent, may
sell the interest to the holders with purchase intention.
If there is no mutual consent and the said holder of co-ownership agrees
that the disposition is held to a third party, the holder shall notice once
again other holders the condition of the disposition. In the case there isa holder of the co-ownership interest who has intention to acquire theinterest under the same condition, the interest is to be sold to the holder.
・API plans to obtain a preferential negotiation right for the property
from the acquirer of the property when the building will be reconstructedin the future.

(Note 1) The data is based on the registry.
(Note 2) The figure includes the margin since the building receives the margin due to the fire-resistant building on fire prevention
districts.
(Note 3) The area within 20m from the street boundary of the national Route 246 and the Tokyo Route 405 is 700.00% and over
20m is 500.00%.
(Note 4) Includes the lot of approximately 284 m2 used as part of a road as stipulated in Article 42 Paragraph 1 of the BuildingStandards Act.
(Note 5) A seismic retrofitting work has been carried out. In March 2009, a building diagnosis was conducted and the first-classarchitect office of KAJIMA CORPORATION confirmed that it complies with the seismic retrofitting regulations
stipulated in the law concerning the promotion of seismic retrofit of buildings and with the notification of the Ministryof Land, Infrastructure, Transport and Tourism that it is equivalent in terms of safety against earthquake.
(Note 6) As of November 30, 2020, except the expected NOI which reflects the information provided in the “Notice Concerning
the Conclusion of a Lease Agreement on Owned Property (Tokyu Plaza Akasaka)” disclosed today.
(Note 7) The figures provided reflect our anticipated pro rata share of the 50% co-ownership interest.

54．Profile of the seller and acquirer(1) Outline of the seller (Tamachi East Building)
Name
Address
Management
Amount of capital
Establishment
Net assets
Total assets
Major shareholder
Business description

CANAL INVESTMENT
Sakura & Co., 11, Jinbocho 1-chome, Chiyoda-ku, Tokyo
Shigeru Sugimoto¥3 million
November 2, 2001
- (Note)- (Note)- (Note)1.
2.

Acquisition, possession and disposal of real estate trust
beneficiary interest
Acquisition, possession, disposal, leasing and management ofreal estate
Any other related businesses to each item listed above

3.
Relationships with API and TRM
Canal Investment is a SPC, in which TLC, the 100% parent company
Capital relationshipof TRM, holds anonymous association (tokumei kumiai) interests.
Personnel relationship None
Business relationship
None
CANAL INVESTMENT is not a related party of API but is a related party
Related party statusof TRM under TRM’s internal policies. Also, CANAL INVESTMENT is arelated party defined under the ITA.

(Note) Not disclosed because the seller approval was not obtained.

(2) Outline of the acquirer (Tokyu Plaza Akasaka)
Name
Address
Management
Amount of capital
Establishment
Net assets
Total assets
Major shareholder
Business description

Exsim Limited Liability Company
Nihonbashi 1-chome Building, 4-1, Nihonbashi 1-chome, Chuo-ku,
Tokyo
Takanori Mishina¥1 million
March 2, 2021
- (Note)- (Note)- (Note)1.

2.

Acquisition, possession, disposal, lease and management of realestate trust beneficiary interests
Acquisition, disposal, leasing, management, and possession ofreal estate
Any other related businesses to each item listed above

3.
Relationships with API and TRM
Exsim Limited Liability Company is a SPC, in which Tokyu Land
Capital relationship
Corporation, the 100% parent company of TRM, plans to holdanonymous association (tokumei kumiai) interests.
Personnel relationship None
Business relationship
None
Exsim Limited Liability Company is not a related party of API but is
Related party statusa related party of TRM under TRM’s internal policies. Also, Exsim
Limited Liability Company is a related party defined under the ITA.

(Note) Not disclosed because the acquirer approval was not obtained.

6

5．Status of the sellers
Acquisition of property from related parties, including special purpose companies (subsidiary companies)
managed by related parties are described below. The following table indicates (1) company name, (2)relationship with the specially related parties and (3) transaction history, reasons for acquisition.
Property name
(Location)(TO-19)
Tamachi East
Building(2-16, Shibaura 3chome, Minato-ku,
Tokyo)

6.

Previous owner, etc.
(1), (2), (3)Acquisition (disposition)
priceTiming of acquisition(disposition)(1) CANALINVESTMENT(2) CANALINVESTMENT is a
SPC owned by TLC,
the parent company of
TRM, and for which
TLC CapitalManagement Inc., arelated party of TRM,
provides asset
management services(3) Land: Acquired for the
purpose ofdevelopment
Building: Acquired forthe purpose ofinvestment
Omitted as the holding
period was longer than one
year
Land: January 2002
Building: April 2003

SecondPrevious owner, etc.
(1), (2), (3)Acquisition (disposition)
priceTiming of acquisition(disposition)(1) Land: Tokyu Land
Corporation
Building: (2) Land: Tokyu Land
Corporation is theparent company of
TRM
Building: (3) Land: Acquired for the
purpose ofdevelopment
Building: -ThirdPrevious owner, etc.
(1), (2), (3)Acquisition (disposition)
priceTiming of acquisition(disposition)---

Land: June 2001
Building: -Outline of intermediary
Not applicable

7.

Schedule of the Replacement (plan)(1) Schedule of the Acquisition
Determination of acquisition
Conclusion of purchase contract
Payment date
Acquisition date

May 21, 2021
May 21, 2021
October 29, 2021
October 29, 20217-

(2) Schedule of the Disposition
Determination of disposition
Conclusion of sales contract
Payment reception date
Disposition date

May 21, 2021
May 21, 2021
October 29, 2021
October 29, 2021

8．Transaction with related parties(1) Acquisition of asset
The previous owner, etc. of the Anticipated Asset is a subsidiary or similarly related party of TLC, the parent
company of TRM. Such party is a related party as provided for in Article 201 of ITA, Article 123 of the
Enforcement Ordinance of ITA and the” Rules Regarding Related-party Transactions”, the internal rules of TRM.
Therefore, TRM carried out the appropriate procedures as provided for in the rules concerning transactions withrelated parties in connection with the acquisition of the Anticipated Property from the party, including obtaining
API’s approval for the above transaction at API’s board of directors meeting.
(2) Disposition of asset
The acquirer of the Asset to be Disposed of is a SPC which will be funded by TLC. Such party is a related
party as provided for in Article 201 of ITA, Article 123 of the Enforcement Ordinance of ITA and the “Rules
Regarding Related-party Transactions”, the internal rules of TRM. Therefore, TRM carried out the appropriate
procedures as provided for in the rules concerning transactions with related parties in connection with thedisposition of the Asset to be Disposed of to the party, including obtaining API’s approval for the abovetransaction at API’s board of directors meeting.
(3) Conclusion of lease agreement and property management agreement
For the Anticipated Property, the trustee and Tokyu Community Corp. will enter into lease agreement andproperty management agreement.
Tokyu Community Corp. is a wholly owned subsidiary of Tokyu Fudosan Holdings Corporation, which is theparent company of TLC. The entity falls under the category of an interested party, etc. as defined by Article 201
of ITA and Article 123 of Order for Enforcement of ITA as well as “Rules Regarding Related-party Transactions”,
the internal rules of TRM. Therefore, TRM has carried out the appropriate procedures as provided for in the rules
concerning transactions with related parties in order that the trustee shall outsource the property management andmaster lease services to the party.

< Overview of the outsourcing contractor >NameAddress
Management
Amount of capital
Established
Business description

Tokyu Community Corp.
10-1, Yoga 4-chome, Setagaya-ku, Tokyo
President, Saiga Katsuhide¥ 1,653 million
April 8, 1970
1． Condominium life support
2． Building management
3． Reform business

8

Relationships with API and TRM
Tokyu Community Corp. is a wholly owned subsidiary of Tokyu
Capital relationship
Fudosan Holdings which is the 100% parent company of the Tokyu
Land Corporation, a 100% parent company of TRM.
Certain personnel have been seconded to TRM from Tokyu
Personnel relationshipCommunity Corp.
The trustee has contracted the building maintenance agreements and thelease agreements and/or the property management agreements with Tokyu
Business relationshipCommunity Corp. for some properties with the trust beneficiary interests
held by API.
Tokyu Community Corp. is not a related party of API but is a related
party of TRM under TRM’s internal rules. Also, Tokyu Community
Related party status
Corp. is a related party defined under ITA.

9. Item regarding forward commitment contracts, etc.
(1) Anticipated Asset and Asset to be Disposed of under forward commitment contracts, etc. (Note)
Property
No.
TO-19

Property
No.
UR-2<Anticipated Asset>
Property nameTamachi East Building

Date of purchase contract

Scheduled acquisition date

May 21, 2021

October 29, 2021

<Asset to be Disposed of>Property name
Tokyu Plaza Akasaka

Date of sales contract

Scheduled disposition date

May 21, 2021

October 29, 2021

(Note) A forward commitment contract is defined as “a postdated purchase and sale contract under which settlement and delivery
shall be made at least one month after the conclusion of the contract, or any other contract similar thereto”.

(2) Impact on API’s finance when forward commitment contracts cannot be executed
With respect to the purchase and sale contracts pertaining to the acquisition of the Anticipated Asset andthe disposition of the Asset to be Disposed of, in case there are any violations by API, a seller or an acquirer
concerning the provisions which have a material adverse effect on the achievement of the purpose of thepurchase and sale contract, API, the seller or the acquirer can urge the seller, the acquirer or API, asapplicable, to fulfill the obligation in a fixed period of time. When the seller, the acquirer or API does notcorrect the violations within that time frame, API, the seller or the acquirer may cancel the contract andmake a claim to the seller, the acquirer or API for the penalty equivalent to up to 5% of the sale or purchaseprice.
However, the purchase contract pertaining to the acquisition of the Anticipated Asset into which API has
entered contain certain clauses stating that API, as the acquirer, will be able to acquire the Anticipated
Asset by paying the total acquisition price, only when the financing to fund for the anticipated acquisition
has been completed. If such financing is not completed as of December 31, 2021, the contract will expire,
which would render the above penalty clause invalid. Thus, API does not anticipate that the failure to
execute of the contract due to a lack of financing will have a material negative impact on its financial
condition. Also, API does not anticipate that the conditions stipulated in the contract pertaining to the
Disposition will have a material impact on its financial condition as it is a seller for the disposition of theAsset to be Disposed of and has no funding risk that the acquirer assumes for fulfillment of payment
obligation.

9

10.

OutlookDue to the Replacement, there will be no impact on the API’s management performance for the fiscal period
ending May 31, 2021 (the 19th fiscal period, from December 1, 2020 to May 31, 2021). As to the fiscal period
ending November 30, 2021 (the 20th fiscal period, from June 1, 2021 to November 30, 2021), the impact on API’s
management performance will be minimal, and we will announce the management status for such period in thefinancial report for the period ending May 30, 2021 which is planned to be disclose on July 12, 2021.
11.

Outline of appraisal reports(1) The Anticipated Asset
Property nameAppraisal value
Appraisal agency
Date of value estimate

Tamachi East Building¥ 7,130 million
Japan Valuers Co., Ltd.
March 31, 2021

Capitalization
Value by the direct capitalization
methodOperating revenue
Potential gross income

Amount(million yen)
7,130
7,280
350
365

Loss (e.g. vacancy)

15

Operating expense
Maintenance expenses
Property managementfee
Utility expenses
Repair expenses

86
25

Remarks
Estimated by the DCF method and the direct
capitalization method.

Estimated based on receivable rent, etc. for midto-long term.
Estimated based on operational level for mid-tolong term.
Assessed based on the past records, etc.

(Note)

15
5

Leasing expenses

4

Taxes and public dues
Insurance
Other expenses
NOI (Net Operating Income)Investment income from
temporary deposits
Capital expenditure

29
1
5
263
3

NCF (Net Cash Flow)
Capitalization rate

247
3.4%

Value by the DCF method
Discount rate

6,970
3.2%

18

10

Estimated based on the past records, etc.
Estimated based on the annual average of repair
expenses on the Engineering Report (ER).
Recorded the amount equivalent to one monthrent revenue.
Estimated based on the past records, etc.
Estimated with replacement cost of building.
Estimated based on the past records, etc.
Estimated with investment yield as 1.0%.
Estimated based on the annual average of capital
expenditure on the Engineering Report (ER).
Estimated with reference to discount rate withprofitability and the fluctuation risk of principal.
Estimated with reference to a comparison withtransaction cases of similar real estates, yield/
interest (rate) of financial asset and the result ofinvestor’s analysis.

Terminal capitalization rate
Value by the cost method
Land ratio
Building ratio

3.6%
6,650
93.2%
6.8%

Other facts which the appraisal agency has taken into
account for the appraisal report

Estimated with reference to capitalization ratewith uncertainty of the future, deterioration riskof the building, etc.

Nothing in particular(Note) By disclosing maintenance expenses and property management fee separately, the other businesses of the entrusted companies with
operations for both building management and property management could be influenced. As a result, it could impede API’s
efficient outsourcing and harm the value for API’s investors. Thus, the above shows the sum of maintenance expenses and property
management fee.

(2) The Asset to be Disposed of
Property nameAppraisal value
Appraisal agency
Date of value estimate

Tokyu Plaza Akasaka¥10,800 million
Tanizawa Sogo Appraisal Co., Ltd.
March 31, 2021

Capitalization
Value by the direct capitalization
methodOperating revenue
Potential gross income

Amount (Note 1)(million yen)
10,80011,0001,094
1,128

Loss (e.g. vacancy)

33

Operating expense
Maintenance expenses
Property managementfee
Utility expenses
Repair expenses

515
152

Remarks
Estimated by the DCF method and the direct
capitalization method.

Estimated based on receivable rent, etc. for midto-long term.
Estimated based on operational level for mid-tolong term.
Estimated based on the past records, etc.

(Note 2)

139
47

Leasing expenses

3

Taxes and public dues
Insurance
Other expenses
NOI (Net Operating Income)Investment income from
temporary deposits
Capital expenditure

162
1
8
578
3

NCF (Net Cash Flow)
Capitalization rate

471
4.3%

111

11

Estimated based on the past records, etc.
Estimated based on the annual average of repair
expenses on the Engineering Report (ER) andsimilar cases.
Recorded the amount equivalent to one monthrent revenue.
Estimated based on the past records, etc.
Estimated with replacement cost of building.
Estimated based on the past records, etc.
Estimated with investment yield as 1.0%.
Estimated based on the annual average of capital
expenditure on the Engineering Report (ER).
Estimated based on transaction cases of similar
real estates, with reference to discount rate withprofitability and the fluctuation risk of net cashflow.

Value by the DCF method
Discount rate

Terminal capitalization rate
Value by the cost method
Land ratio
Building ratio

10,700
4.2%

4.3%
10,40097.0%
3.0%

Other facts which the appraisal agency has taken into
account for the appraisal report

Estimated based on return yield of offices andhotel of the property calculated withyield/interest (rate) on financial assets withreference to individual risk of the property.
Estimated based on capitalization rate withreference to marketability when the holding periodby API terminates.

Nothing in particular(Note 1) Based on our anticipated pro rata share of the co-ownership interest (50%).
(Note 2) By disclosing maintenance expenses and property management fee separately, the other businesses of the entrusted companies
with operations for both building management and property management could be influenced. As a result, it could impede API’s
efficient outsourcing and harm the value for API’s investors. Thus, the above shows the sum of maintenance expenses and property
management fee.

12

<Exhibits>
Exhibit 1 Outline of building condition assessment report
Exhibit 2 Photographs of the anticipated asset, a map of the area
Exhibit 3 Portfolio after the Replacement*Website of API: https://www.activia-reit.co.jp/en/

13

Exhibit 1 Outline of a building condition assessment report
Assessment company
Date of estimate
Short-term renovation expense (thousand yen)
(Note 1) (Note 2)Long-term renovation expense (thousand yen)

Tokio Marine & Nichido Risk Consulting Co., Ltd.
January 13, 2021
¥0¥286,840 thousand(Note 1) (Note 3)(Note 1) The short-term renovation expense and long-term renovation expense are based on the building condition assessment report.
(Note 2) The short-term renovation expense is the total expense for renovations needed within 1 year of the date of the building conditionassessment report.
(Note 3) The long-term renovation expense is the total expense for renovations needed within 12 years of the date of the building
condition assessment report.

14

Exhibit 2 Photographs of the anticipated asset, a map of the area

15

Category

Exhibit 3 Portfolio after the Replacement

Property nameLocation(Anticipated)
Acquisition dateUR-1

Tokyu Plaza Omotesando
Harajuku

Shibuya, Tokyo

June 13, 2012

UR-3

Shibuya, Tokyo

June 13, 2012

8,430

Kyoto, Kyoto

June 13, 2012

8,860

1.8

UR-7

Q plaza EBISU
Kyoto Karasuma Parking
Building
Kobe Kyu Kyoryuchi 25Bankan

Kobe, Hyogo

December 19, 2013

21,3304.2

UR-8

A-FLAG SAPPORO

Sapporo, Hokkaido

December 19, 2013

4,410

0.9

A-FLAG SHIBUYA

Shibuya, Tokyo

December 19, 2013

6,370

1.3

Q plaza SHINSAIBASHI

Osaka, Osaka

December 16, 2015

13,3502.6

UR-11

A-FLAG KOTTO DORI

Minato, Tokyo

December 20, 2016

4,370

0.9

UR-12

A-FLAG BIJUTSUKAN DORI

Minato, Tokyo

December 2, 2016

4,700

0.9

UR-13

A-FLAG DAIKANYAMA WEST

Shibuya, Tokyo

January 6, 2017

2,280

0.5

UR-14

A-FLAG KITA SHINSAIBASHI

Osaka, Osaka

December 1, 2017

0.9

UR-15

DECKS Tokyo Beach

Minato, Tokyo

January 5, 2018

4,725
12,740UR-16

Tokyu Plaza Ginza (Land)

Chuo, Tokyo

January 10, 2019

UR-17

Q plaza HARAJUKUShibuya, Tokyo

January 10, 2019

TO-1

TLC Ebisu Building

Subtotal
Shibuya, Tokyo

June 13, 2012

7,400

37.1
1.5

TO-2

A-PLACE Ebisu Minami

Shibuya, Tokyo

June 13, 2012

9,640

1.9

TO-3

A-PLACE Yoyogi

Shibuya, Tokyo

June 13, 2012

4,070

0.8

TO-4

A-PLACE Aoyama

Minato, Tokyo

June 13, 2012

8,790

1.7

TO-5

Luogo Shiodome

Minato, Tokyo

June 13, 2012

0.9

TO-6

TAMACHI SQUARE (Land)

Minato, Tokyo

June 13, 2012

4,540
2,338

TO-7

A-PLACE Ikebukuro

Toshima, Tokyo

June 13, 2012

3,990

0.8

TO-8

A-PLACE Shinbashi

Minato, Tokyo

April 19, 2013

5,650

1.1

A-PLACE Gotanda

Shinagawa, Tokyo

January 10, 2014

5,730

1.1

A-PLACE Shinagawa

Minato, Tokyo

January 10, 2014

3,800

0.8

TO-11

OSAKI WIZTOWER

Shinagawa, Tokyo

June 24, 2014

10,6902.1

TO-12

Shiodome Building (Note 4)

Minato, Tokyo

TO-13

A-PLACE Ebisu Higashi

Shibuya, Tokyo

July 29, 2015

7,072

1.4

TO-14

A-PLACE Shibuya Konnoh

Shibuya, Tokyo

October 1, 2015

4,810

1.0

A-PLACE Gotanda Ekimae

Shinagawa, Tokyo

July 1, 2016

7,280

1.4

TO-16

A-PLACE Shinagawa Higashi

Minato, Tokyo

March 16, 2017

3.7

TO-18

Ebisu Prime Square

Shibuya, Tokyo

January 10, 2020

18,80030,700TO-19

Tamachi East Building

Minato, Tokyo

October 29, 2021(plan)

Urban Retail Properties

UR-5

Tokyo Office Properties(Anticipated)
Investment
Acquisition
ratio
price
(%)
(Millions of(Note 1)yen)
45,0008.9

Property
No.

UR-9
UR-10

TO-9
TO-10

TO-15

Subtotal
Subtotal of UR and TO

16(Note 2)

(Note 2)37,500(Note 2)

13,200(Note 2)

187,265

December 2, 2016

(Note 3)71,600(Note 2)

(Note 2)

6,800
213,700
400,965

1.7

2.5
7.4
2.6

0.5

14.2

6.1
1.3
42.4
79.5

Activia Account Properties

AA-1

Amagasaki Q’s MALL (Land)

Amagasaki, Hyogo

June 13, 2012

12,0002.4

AA-2

icot Nakamozu

Sakai, Osaka

June 13, 2012

8,500

1.7

AA-4

icot Mizonokuchi

Kawasaki, Kanagawa

June 13, 2012

2,710

0.5

AA-5

icot Tama Center

Tama, Tokyo

June 13, 2012

2,840

0.6

A-PLACE Kanayama
Osaka Nakanoshima Building

Nagoya, Aichi

June 13, 2012

6,980

1.4

Osaka, Osaka

December 19, 2014

11,1002.2

icot Omori

Ota, Tokyo

December 19, 2013

5,790

1.1

Market Square Sagamihara

Sagamihara, Kanagawa

January 9, 2015

4,820

1.0

AA-10

Umeda Gate Tower

Osaka, Osaka

September 21, 2016

19,000

3.8

AA-11

A-PLACE Bashamichi

Yokohama, Kanagawa

October 6, 2016

3,930

0.8

AA-12

Commercial Mall Hakata

Fukuoka, Fukuoka

January 5, 2018

6,100

1.2

EDGE Shinsaibashi

Osaka, Osaka

AA-6
AA-7
AA-8
AA-9

(Note 5)

3.9
January 10, 201919,800Subtotal
103,570
20.5
Total
504,535100.0(Note 1) “Investment ratio” is ratio of (anticipated) acquisition price for each property to total acquisition price rounded to the first decimal
place.
(Note 2) Acquisition prices of “Tokyu Plaza Omotesando Harajuku”, “DECKS Tokyo Beach”, “Tokyu Plaza Ginza (Land)”, “Q plaza
HARAJUKU”, “Shiodome Building” and “Ebisu Prime Building” are described based on their pro rata share of the co-ownershipinterests (75%, 49%, 30%, 60%, 35% and 51%, respectively).
(Note 3) Acquisition price of “TAMACHI SQUARE (Land)” is based on the acquisition price of the land as of acquisition date (June 13,2012).
AA-13(Note 4) The acquisition date of “Shiodome Building” is the date of the third acquisition. The first acquisition date was January 9, 2015, andthe second acquisition date was December 16, 2016. The acquisition price is total amount of the first, the second and the third
acquisition prices (¥30,300 million, ¥20,400 million and ¥20,900 million) and the investment ratio reflects total acquisition price.
(Note 5) The Acquisition date of “Osaka Nakanoshima Building” is the date of the second acquisition. The first acquisition date was January
25, 2013. The acquisition price of “Osaka Nakanoshima Building” is total amount of the first and the second acquisition prices(¥5,250 million and ¥5,850 million) and the investment ratio reflects the total acquisition price.

17