February 22, 2023
To All Concerned Parties
Real Estate Investment Trust Securities Issuer
1-1-21 Toranomon, Minato-ku, Tokyo
marimo Regional Revitalization REIT, Inc.
Representative: Takashi Kitagata, Executive Director(Securities Code: 3470)
Asset Manager
Marimo Asset Management Co., Ltd.
Representative: Takashi Kitagata, CEOContact:
Katsuhiro Shimada, Financial Management Officer
TEL: +81-3-6205-4755
Notice Concerning Share Exchange and Changes to Major Shareholder and Parent Company of Asset Manager
marimo Regional Revitalization REIT, Inc. (“marimo REIT”) hereby announces that Marimo Asset Management Co., Ltd.
(the “Asset Manager”), to which marimo REIT entrusts management of its assets, resolved at its Board of Directors’
meeting held today to conduct a share exchange (the “Share Exchange”), making Marimo Co., Ltd. the wholly owningparent company and the Asset Manager a wholly owned subsidiary, that a share exchange agreement (the “ShareExchange Agreement”) was executed between Marimo Co., Ltd. and the Asset Manager today, and that the Share
Exchange was approved at the General Meeting of Shareholders of the Asset Manager as described below. In addition,
there are changes to the major shareholder and the parent company of the Asset Manager as a result of the Share
Exchange as described below.
1.

Purpose of the Share Exchange
The major shareholder and parent company of the Asset Manager, Marimo Holdings, Inc., has decided to reorganize
into a business group system in accordance with the diversification of its business, and as part of this reorganizationof Marimo Group, the Asset Manager decided to conduct the Share Exchange which made Marimo Co., Ltd. thewholly owning parent company and the Asset Manager a wholly owned subsidiary.

2.

Considerations on Conflicts of Interest
Marimo Co., Ltd. is a subsidiary of Marimo Holdings, Inc., which is currently the parent company of the AssetManager, and a strict system of review is already in place regarding conflicts of interest between marimo REIT andMarimo Co., Ltd. such as requiring deliberation and resolution by the Compliance Committee and approval by theBoard of Directors of marimo REIT for transactions between marimo REIT and Marimo Co., Ltd., including
acquisitions and dispositions of properties as well as the consignment of property leasing and management. Suchsystems of review will continue to ensure that issues regarding conflicts of interest between marimo REIT and
Marimo Co., Ltd. will be appropriately handled, even after the Share Exchange.

13.

Overview of the Share Exchange(1) Schedule of the Share Exchange
Date of resolution for approval of the Share Exchange
Agreement at meeting of Board of Directors(Asset Manager)
Date of resolution for approval of the Share Exchange
Agreement at meeting of Board of Directors(Marimo Co., Ltd.)
Date of execution of the Share Exchange Agreement
Date of extraordinary general meeting of shareholders(Asset Manager) (Note 2)
Date of extraordinary general meeting of shareholders(Marimo Co., Ltd.) (Note 2)
Effective date of the Share Exchange
Date of share issuance pertaining to the ShareExchange(Note 1)February 22, 2023

February 22, 2023

February 22, 2023
February 22, 2023
February 22, 2023
February 24, 2023 (scheduled)February 24, 2023 (scheduled)

The above dates are subject to change by the agreement of the two companies due to procedural requirements in relation to theShare Exchange or other reasons.

(Note 2)

With unanimous consent of shareholders, the procedure for convening the meetings is omitted pursuant to Article 300 of theCompanies Act.

(2) Details of allocation relating to the Share Exchange
Marimo Co., Ltd. will acquire 2,000 shares issued and outstanding of the Asset Manager through the ShareExchange. With the Share Exchange, Marimo Co., Ltd. will issue 184,000 shares and allot and grant to Marimo
Holdings, Inc., which is its shareholder immediately prior to the moment when the Share Exchange takes effect,
92 shares of Marimo Co., Ltd. per 1 share of the Asset Manager held.
4.

Overview of Companies Involved in the Share Exchange
Wholly owning parent company
NameMarimo Co., Ltd.
Address
1-17-23 Kougokita, Nishi-ku,
Hiroshima-shi, Hiroshima
Position and name ofMakoto Fukagawa, President
representative
Capital
100 million yen (as of February 22, 2023)
Main businesses

General real estate

2

Wholly owned subsidiary
Marimo Asset Management Co., Ltd.
1-1-21 Toranomon, Minato-ku, Tokyo
Takashi Kitagata, CEO
100 million yen(as of February 22, 2023)
i. Investment management
ii. Planning for establishment ofinvestment corporation (as anorganizer)
iii. Building lot and building transaction
iv. Real estate management services
v. Administration of general affairs
under the Act on Investment
Trusts and Investment
Corporations
vi. Administrative services for
operation of administrative
instruments
vii. Any and all businesses incidental
or related to above i. through vi.

EstablishedNet assets
Total assets
Major shareholder andshareholder ratio
Relationship between
marimo REIT/the AssetManager and the company

September 1970
21,031 million yen (according to balance
sheet as of July 31, 2022)
102,721 million yen (according to balance
sheet as of July 31, 2022)
Marimo Holdings, Inc.
100% (as of February 22, 2023)
Capital
As of February 22, 2023, theties
company owns
approximately 7.1% (16,866units) of marimo REIT’s
investment units and will
endeavor to continue to holdthese units unless there are
exceptional circumstances. Inaddition, the company is a
subsidiary of Marimo
Holdings, Inc., which whollyowns the Asset Manager.
Personnel One director of the Assetties
Manager concurrently serves
as a director of the company.
In addition, one employee ofthe Asset Manager has been
seconded from the company.
BusinessThe company entered into aties
sponsor pipeline support
agreement (including
subsequent amendments)
with marimo REIT and theAsset Manager as ofFebruary 24, 2016. Inaddition, the company has
also entered into a realestate trust beneficiary rights
sale and purchaseagreement with marimo REIT
and has also entered into amaster lease agreement anda property management
service agreement with thetrustee of the owned assets.
Concerning The company is a subsidiary
relatedof the parent company of theparties
Asset Manager and falls
under the category of relatedparties. In addition, thecompany falls under thecategory of interested
persons, etc. as defined by
the Investment Trusts Act.

3

June 2, 2015
342 million yen (according to balance
sheet as of July 31, 2022)
433 million yen (according to balance
sheet as of July 31, 2022)
Marimo Holdings, Inc.
100% (as of February 22, 2023)
The company is the asset
management company of marimo
REIT.

5.

Status After the Share Exchange
Name
Address
Position and name of representative
CapitalMain businesses
Fiscal year-end
Total assets

6.

Wholly owning parent company
Marimo Co., Ltd.
1-17-23 Kougokita, Nishi-ku, Hiroshima-shi, Hiroshima
Makoto Fukagawa, President
100 million yen
General real estate
July 31102,721 million yen (according to balance sheet as of July 31, 2022)

Background of the Changes to Parent Company and Major Shareholder
As a result of the Share Exchange as of the effective date of February 24, 2023, Marimo Co., Ltd. will become themajor shareholder and the parent company of the Asset Manager and Marimo Holdings, Inc. will no longer be amajor shareholder. (Note)
Ever after the Share Exchange takes effect, there will be no change in the current full-time management team of
the Asset Manager and no changes are planned regarding the investment and management policies, etc., of marimo
REIT.
(Note) At any point before and after the Share Exchange, Marimo Holdings, Inc. is the parent company and specified related party of the AssetManager.

7.

Overview of Company to Newly Become the Major Shareholder and Parent Company Due to the Share Exchange
Please refer to the overview of the wholly owning parent company in the “5. Status After the Share Exchange” above.

8. Overview of Company That Will No Longer Be the Major Shareholder Due to the Share Exchange
NameMarimo Holdings, Inc.
Address
1-17-23 Kougokita, Nishi-ku, Hiroshima-shi, Hiroshima
Position and name of
Makoto Fukagawa, President
representative
Businesses
Holding company
Capital50 million yen
Established
August 2015
Net assets
32,255 million yen (according to consolidated balance sheet as of July 31, 2022)
Total assets
118,321 million yen (according to consolidated balance sheet as of July 31, 2022)
Major shareholder andSHINBI Co., Ltd. 100.0%
shareholding ratio
There are no capital ties between marimo REIT and the company. Asof the date of this document, the company is a major shareholder,
Capital ties
parent company, and a specified related party of the Asset Manager,
holding 100% of the Asset Manager’s shares, but will no longer be amajor shareholder after the Share Exchange
There are no personnel ties between marimo REIT and the company.
One director of the Asset Manager concurrently serves as a director
Relationship between
Personnel tiesof the company. In addition, an auditor of the Asset Manager is anmarimo REIT/the Asset
employee of the company.
Manager and thecompany
There are no business ties between marimo REIT/the Asset Manager
Business ties
and the company.
As of the date of this document, the company falls under the
category of related parties as it is a subsidiary of the parent company
Concerningof the Asset Manager. In addition, the company falls under therelated parties
category of interested persons, etc. as defined by the Investment
Trusts Act. This remains the same after the Share Exchange.

49.

Date of Change
February 24, 2023 (Friday) (scheduled)

10. Number of Shares (Number of Voting Rights) Held by the Shareholder and Percentage within Number of Voting
Rights of All Shareholders Before and After the Change(1) Marimo Co., Ltd.
Number of voting rights(percentage of voting rights held)
Percentage ofRanking
total
AmountAttribute
among major
shareholder
Directsubject toshareholders
Totalvoting rights
retention
aggregation(note)
Before thechange

After thechange

Major
shareholder/parentcompany(specified relatedparty)0(0 shares)

0(0 shares)

0(0 shares)

0%

n/a

2,000(2,000shares)

0(0 shares)

2,000(2,000shares)

100.0%

1st(Note) Voting rights (shares) held by a company, etc., in which the above company owns a majority of voting rights in its own accountand its subsidiaries’.

(2) Marimo Holdings, Inc.

Attribute

Before thechange

After thechange

Major
shareholder/parentcompany(specified relatedparty)
Parent company(specified relatedparty)

Number of voting rights(percentage of voting rights held)
AmountDirectsubject toTotal
retention
aggregation

Percentage oftotal
shareholder
voting rights

Rankingamong major
shareholders

2,000(2,000shares)

0(0 shares)

2,000(2,000shares)

100.0%

1st0(0 shares)

2,000(2,000shares)

2,000(2,000shares)

100.0%

n/a* Number of shares deducted from the total number of shares issued and outstanding as shares
without voting rights
Total number of shares issued and outstanding as of February 22, 2023

50 shares
2,000 shares

(Reference) Shareholder Composition of the Asset Manager After the Share Exchange
Number of voting rights
Percentage of total shareholder
Name(percentage of voting rights held)
voting rights
2,000
Marimo Co., Ltd.
100%
(2,000 shares)
2,000
100%
Total
(2,000 shares)
11. Future Outlook(1) Changes to the asset management agreement of marimo REIT
No changes are planned.
(2) Changes to the structure of the Asset Manager
No changes are planned.
(3) Changes to the decision-making process of investment management
No changes are planned.
(4) Changes to the rules concerning compliance and interested parties, etc.
No changes are planned.
(5) Changes to investment policy
The Share Exchange has minimal impact on investment policy and no changes are planned.
(6) Changes to agreements with sponsors, etc.
The Asset Manager has concluded a sponsor pipeline support agreement with Marimo Co., Ltd. as of February
24, 2016, and there are no plans to change the above agreement as Marimo Co., Ltd. will continue to support
marimo REIT and the Asset Manager by fulfilling its obligations as stipulated in the agreement, even after theShare Exchange.
(7) Outlook on continued listing of marimo REIT
The listing is planned to be continued.
(8) Future policies, etc.
If there are any matters to be disclosed in relation to the Share Exchange regarding the conduct of business ofmarimo REIT or the Asset Manager, they will be promptly announced.
With regard to this matter, necessary procedures such as filing of notification will be performed in accordance with theFinancial Instruments and Exchange Act, the Real Estate Brokerage Act, and other relevant laws and regulations.
*Website of marimo REIT: https://www.marimo-reit.co.jp/en/

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