June 26, 2019
FOR IMMEDIATE RELEASE
Activia Properties Inc.
1-1 Minami-Aoyama 1-chome, Minato-ku, Tokyo
Kazuyuki Murayama
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: +81-3-6804-5671)

Notice Concerning Changes to Articles of Incorporation
and Appointment of Directors
Activia Properties Inc. (“API”) announces that it decided at the board of directors meeting on June 26,
2019 to submit the following proposals regarding changes to the Articles of Incorporation and theappointment of Directors to the 5th unitholders’ meeting (the “Unitholders’ Meeting”), which is scheduled
to be held on August 9, 2019.
The items (1) and (2) in the below Section 1 will go into effect on the day determined in the proposed
Supplementary Provision and the items (3) and (4) in the below Section 1 will go into effect upon receiving
approval at the Unitholders’ Meeting.

1.

Details of and reasons for changes to the Articles of Incorporation(1)

The head office of API will be relocated from Minato-ku to Shibuya-ku of Tokyo on the date ofrelocation which is to be determined at a meeting of board of directors of API scheduled to be held byDecember 31, 2019 (related to Article 3 of the proposed Articles of Incorporation and Article 1, Section 1of the proposed Supplementary Provision).
(2) In connection with the structure of the asset management fee to the asset management company, in order
to align the asset management fee more closely with the unitholders’ interest, the balance of the type I
management fee calculated based on the amounts of the total assets of API and the type II management fee
based on DPU and NOI will be revised, by lowering the upper limit of the type I management fee from
0.4% to 0.3% and increasing the upper limit of the type II management fee from 0.0002% to 0.00021%(related to Article 37, Section 1 (1) of the proposed Articles of Incorporation)(3) In association with the new calculation method of the new asset management fee mentioned in above (2),in order that it will be applied from December 1, 2019, the first day of the 17th fiscal period of API, a
supplementary provision stipulating an effective date of the change mentioned in above (2) will beestablished (related to Article 1, Section 2 of the proposed Supplementary Provision).
(4) In order to avoid any influence in documentation from the change of era, a year in the Articles ofIncorporation will be written in western calendar (related to Article 9, Section 2 and Article 15, Section 1of the proposed Articles of Incorporation). The notational method of laws and regulations numbered inJapanese calendar will not change in accordance with common practice.
(Please refer to the attachment “Notice of Convocation of the 5th Unitholders’ Meeting” for details about thechanges to the Articles of Incorporation.)12. Details regarding the appointment of Directors
The respective terms of office of the Executive Director Kazuyuki Murayama and the Supervisory
Directors Yonosuke Yamada and Yoshinori Ariga will expire on September 7, 2019. The proposal of theappointment of one Executive Director and two Supervisory Directors will be submitted to the Unitholders’Meeting on August 9, 2019.
A proposal to appoint one Alternate Executive Director who will serve in the absence of the Executive
Director or when the number of Directors as prescribed by law is insufficient will be also submitted.
(1) Candidate for Executive Director and candidates for Supervisory Directors (Note 1)
Executive Director
Kazushi Sato (New)Supervisory Director
Yonosuke Yamada (Reappointment)
Supervisory Director
Yoshinori Ariga (Reappointment)(Note1) The aforementioned candidate for Executive Director is the Managing Director, Chief Division Officerof Activia Management Division of TLC REIT Management Inc., the asset management company ofAPI.

(2) Candidate for Alternate Executive Director (Note 2)
Kazuyuki Murayama (New)(Note2) The aforementioned candidate for Alternate Executive Director is the General Manager of Strategy
Department, Activia Management Division of TLC REIT Management Inc., the asset managementcompany of API.

(Please refer to the attachment “Notice of Convocation of the 5th Unitholders’ Meeting” for details about theappointment of Directors.)

3. Schedule
June 26, 2019
July 25, 2019
August 9, 2019

Resolution to approve proposals to be submitted to the 5th Unitholders’ Meeting by
the board of directors meeting
Issue Notice of Convocation of the 5th Unitholders’ Meeting (scheduled)
The 5th Unitholders’ Meeting (scheduled)

Attachment: Notice of Convocation of the 5th Unitholders’ Meeting*Website of API: https://www.activia-reit.co.jp/en/

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July 25, 2019

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

Notice of Convocation of the 5th Unitholders’ Meeting
We hereby announce and request your attendance at the 5th unitholders’ meeting (the “Unitholders’ Meeting”) of
Activia Properties Inc. (“API”), which will be held as follows.
Unitholders who are unable to attend on the day of the Unitholders’ 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 vote on the enclosed Voting Rights Exercise Form and return it by Thursday, August 8, 2019 at
6:00PM (business closing time of the day immediately preceding the day of the Unitholders’ Meeting).
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 Unitholders’ Meeting and do not exercise their voting rights
through the use of the Voting Rights Exercise Form shall be included in the number of voting rights ofunitholder present and deemed 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 a 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 such 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 9, 2019 (Friday) at 1:30 PM (Reception opens at 1:00PM)

2. Venue12-9 Shinbashi 1-chome, Minato-ku, Tokyo
A-PLACE Shinbashi Ekimae 4th floor, AP Shinbashi(Please note that the venue is different from that of the previous meeting place.
Please refer to the Access Information for the 5th Unitholders’ Meeting at the endof this notice.)

3. Objectives of the Unitholders’ Meeting
Matters for resolution
Resolution proposal 1

Changes 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 Directors

1◎When you attend the Unitholders’ Meeting, please submit the enclosed Voting Rights Exercise Form to thereception at the venue.
◎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.
◎In the case where a unitholder exercises its voting rights through a proxy, it is possible for a unitholder who holds
voting rights to attend the Unitholders’ Meeting as a proxy. When attending the Unitholders’ Meeting as a proxy,
the unitholder shall submit the proxy form together with the Voting Rights Exercise Form to the reception at thevenue.
◎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 Unitholders’ Meeting is issued and the day prior to the Unitholders’Meeting, the revised information will be posted on our website (https://www.activia-reit.co.jp/en/).

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

The head office of API will be relocated from Minato-ku to Shibuya-ku of Tokyo on the date ofrelocation which is to be determined at a meeting of the board of directors of API scheduled to beheld by December 31, 2019 (related to Article 3 of the proposed Articles of Incorporation and
Article 1, Section 1 of the proposed Supplementary Provision).
In connection with the structure of the asset management fee to the asset management company,in order to align the management fee more closely with the unitholders’ interest, the balance ofthe type I management fee calculated based on the total assets of API and the type II management
fee calculated based on the amounts of DPU and NOI of API will be revised, by lowering theupper limit of the type I management fee from 0.4% to 0.3% and increasing the upper limit of thetype II management fee from 0.0002% to 0.00021% (related to Article 37, Section 1 (1) of the
proposed Articles of Incorporation)
In association with the new calculation method of the asset management fee mentioned in above(2), in order that it will be applied from December 1, 2019, the first day of the 17th fiscal periodof API, a supplementary provision stipulating an effective date of the change mentioned in above(2) will be established (related to Article 1, Section 2 of the proposed Supplementary Provision).
In order to avoid any influence in documentation from the change of era, a year in the Articles ofIncorporation will be written in western calendar (related to Article 9, Section 2 and Article 15,
Section 1 of the proposed Articles of Incorporation). The notational method of laws andregulations numbered in Japanese calendar will not change in accordance with common practice.

(2)

(3)

(4)

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

After change (proposal)

Article 3 (Place where the Head Office is Located)

Article 3 (Place where the Head Office is Located)

1. The Investment Corporation shall have its head office

1. The Investment Corporation shall have its headat Minato-ku, Tokyo.

office at Shibuya-ku, Tokyo.

Article 9 (Meeting and Convocation)
1.

Article 9 (Meeting and Convocation)(Omission)

1.

2. The Investment Corporation’s unitholders’ meeting(Not changed)

2. The Investment Corporation’s unitholders’ meetingshall be convened on or after July 25, Heisei 29 without

shall be convened on or after July 25, 2017 without

delay, and on or after July 25 of every second year

delay, and on or after July 25 of every second year

thereafter without delay. The Investment Corporation

thereafter without delay. The Investment Corporation

shall also convene a unitholders’ meeting whenshall also convene a unitholders’ meeting whennecessary.

necessary.

3.-4.

(Omission)

3.-4.

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(Not changed)

Article 15 (Record Date, etc.)

Article 15 (Record Date, etc.)

1. When the Investment Corporation convenes a

1. When the Investment Corporation convenes aunitholders’ meeting pursuant to the first clause ofunitholders’ meeting pursuant to the first clause of

Article 9, Section 2, unitholders whose names appear in

Article 9, Section 2, unitholders whose names appear

the latest register of unitholders on May 31, Heisei 27

in the latest register of unitholders on May 31, 2015

and May 31 of every second year thereafter are entitledand May 31 of every second year thereafter are entitledto vote at the relevant unitholders’ meeting. When theto vote at the relevant unitholders’ meeting. When theInvestment

unitholders’

Investment Corporation convenes a unitholders’meeting pursuant to the second clause of Article 9,meeting pursuant to the second clause of Article 9,Section 2, unitholders whose names appear in the latest

Section 2, unitholders whose names appear in the latest

register of unitholders on the record date that theregister of unitholders on the record date that theInvestment Corporation determines by resolution at a

Investment Corporation determines by resolution at a

meeting of the board of directors and notifies inmeeting of the board of directors and notifies inadvance by public notice in accordance with laws andadvance by public notice in accordance with laws andregulations are entitled to vote at the relevant

regulations are entitled to vote at the relevant

Corporation

convenesaunitholders’ meeting.
2.

unitholders’ meeting.

(Omission)

2.

Article 37 (Standards for Payment of Asset Management(Not changed)

Article 37 (Standards for Payment of Asset Management

Fee to the Asset Management Company)

Fee to the Asset Management Company)

1.

(Omission)

1.

(Not changed)(1)(Omission)(1)(Not changed)① Type I management fee
Type I management fee for each fiscal period shall be① Type I management fee
Type I management fee for each fiscal period shall be

the amount equal to the total assets of the Investment

the amount equal to the total assets of the Investment

Corporation as stated in its balance sheet at the end of

Corporation as stated in its balance sheet at the end of

the immediately preceding fiscal period multiplied by

the immediately preceding fiscal period multiplied by

the rate separately agreed to with the asset management

the rate separately agreed to with the asset managementcompany of up to 0.4% per year (calculated based oncompany of up to 0.3% per year (calculated based on

the actual number of days in each fiscal period on pro-the actual number of days in each fiscal period on pro-rata basis, with one year being 365 days and any

rata basis, with one year being 365 days and any

amount less than one yen shall be discarded). The type I

amount less than one yen shall be discarded). The type I

management fee shall be payable by the Investment

management fee shall be payable by the Investment

Corporation by the end of the relevant fiscal period.

Corporation by the end of the relevant fiscal period.

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② Type II management fee
Type II management fee for each fiscal period shall② Type II management fee
Type II management fee for each fiscal period shallbe the amount equal to (i) the distributable profit before

be the amount equal to (i) the distributable profit before

deduction of the type II asset management fee (asdeduction of the type II asset management fee (asdefined below) at the end of each fiscal period, divided

defined below) at the end of each fiscal period, divided

by the number of units outstanding as of the end of suchby the number of units outstanding as of the end of such

fiscal period (“Distribution Per Unit Before Deduction

fiscal period (“Distribution Per Unit Before Deductionof Type II Management Fee”) multiplied by (ii) theof Type II Management Fee”) multiplied by (ii) the total

total amount of operating revenue earned during theamount of operating revenue earned during the fiscal

fiscal period less expenses related to rent businessperiod less expenses related to rent business incurred

incurred

duringsuch

fiscalperiod(excluding

during such fiscal period (excluding depreciation

depreciation expenses and loss on retirement of fixed

expenses and loss on retirement of fixed assets)

assets) (“NOI”), and by (iii) the rate separately agreed(“NOI”), and by (iii) the rate separately agreed to withto with the asset management company up to 0.0002%

the asset management company up to 0.00021% (any(any amount less than one yen shall be discarded).

amount less than one yen shall be discarded).

Or, this amount is calculated in accordance with theOr, this amount is calculated in accordance with thefollowing formula:following formula:Type II management fee = Distribution Per Unit Before

Type II management fee = Distribution Per Unit Before

Deduction of Type II Management Fee x NOI x

Deduction of Type II Management Fee x NOI x

0.0002% (in the case of the maximum rate) (any0.00021% (in the case of the maximum rate) (anyamount less than one yen is disregarded)amount less than one yen is disregarded)With respect to the number of the outstanding units,

With respect to the number of the outstanding units,

in the event that the Investment Corporation owns its

in the event that the Investment Corporation owns its

own units which have not been disposed of or canceled

own units which have not been disposed of or canceledat the end of such fiscal period, the number of theat the end of such fiscal period, the number of theoutstanding units shall mean the number of outstanding

outstanding units shall mean the number of outstanding

units less such own units held by the Investment

units less such own units held by the Investment

Corporation at the end of such fiscal period. In the

Corporation at the end of such fiscal period. In the event

event that units were consolidated or split, the numberthat units were consolidated or split, the number ofof outstanding units as of the end of each fiscal period

outstanding units as of the end of each fiscal period

after such consolidation or split shall be adjusted to theafter such consolidation or split shall be adjusted to thenumber of units before such consolidation or split using

number of units before such consolidation or split using

the relevant consolidation or split ratio.

the relevant consolidation or split ratio.

The type II management fee shall be payable by the

The type II management fee shall be payable by theInvestment Corporation within three months after theInvestment Corporation within three months after thefinancial statements for the relevant fiscal period arefinancial statements for the relevant fiscal period areapproved.

approved.

The distributable profit before deduction of the typeThe distributable profit before deduction of the type II

II asset management fee shall mean the amount of theasset management fee shall mean the amount of theInvestment Corporation’s profit before income tax

Investment Corporation’s profit before income tax(before deduction of the type II management fee and(before deduction of the type II management fee andconsumption taxes unqualified for deduction, etc.)

consumption taxes unqualified for deduction, etc.)

calculated in accordance with Japanese GAAP, after

calculated in accordance with Japanese GAAP, after

compensating for losses carried forward, if any.

compensating for losses carried forward, if any.

(2)-(3)(Omission)(2)-(3)(Newly established)(Not changed)

Chapter 9 Supplementary Provision
Article 1 (Effective Date)
1. The change in Article 3 of the Articles ofIncorporation (Place where the Head Office is Located)shall take effect on the day the head office of theInvestment Corporation is relocated that is to be
determined at a meeting of the board of directors of theInvestment Corporation to be held by December 31,
2019.

5

2. The change in Article 37, Section 1 (1) (Standards
for payment of Asset Management Fee to the AssetManagement Company) shall take effect on December
1, 2019.

6

Appointment of One Executive Director
Resolution proposal 2
The term of office of Executive Director Kazuyuki Murayama will expire on September 7, 2019. Accordingly,
we would like to ask you to appoint one Executive Director. The term of office of the Executive Director to beappointed will be two years, starting from September 8, 2019.
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, 2019.
The personal information and brief biography of the candidate for Executive Director are as follows.
Name(Date of birth)

Career summary
April 1987
April 2000
April 2009
April 2010
April 2011

Kazushi Sato
(August 12, 1962)

April 2011
April 2011
April 2014
April 2015
April 2016
April 2018

Tokyu Land Corporation
Manager of Office Building Division
Executive Manager of Planning and Development
Department, Asset Planning and Development
Division
Executive Manager of Planning and Development
Department, Investment Management Division
Executive Manager of Investment Planning
Department, Investment Management Division
Director (Part-time) of Tokyu Land CapitalManagement Inc.
Director (Part-time) of TLC Realty Management Inc.
(current TLC REIT Management Inc.)
Executive Manager of Business Strategy Department,
Urban Business Unit
Seconded to Tokyu Land SC Management
Corporation
Director
President
Seconded to TLC REIT Management Inc.
Managing Director, Chief Division Officer of Activia
Management Division (to present)# 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. Other than that, there is no particular conflictof interests between the candidate for Executive Director and API.

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Resolution proposal 3

Appointment of One Alternate Executive Director

We would like to ask you to appoint 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 theresolution on the appointment of one Alternative Executive Director in this proposal will be effective will be twoyears, starting from September 8, 2019 when the Executive Director in resolution proposal 2 will take office, as
stipulated by the Articles of Incorporation of API.
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, 2019.
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
April 2018

The Daiwa Bank, Limited. (current Resona Bank,Ltd.)
Sei Crest Co., Ltd.
Ernst & Young Tax Co. (current Ernst & Young Tax
Co.)Tokyu Land Capital Management Inc.
Seconded to Fund Management Department of TLC
Activia Investment Management Inc. (current TLC
REIT Management Inc.)
Deputy Executive Officer of Fund Management
Department
Executive Officer of Fund Management Department
General Manager of Strategy Department, Activia
Management Division, TLC REIT Management Inc.
(to present)
Executive Director of Activia Properties Inc. (topresent)# 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. Other than that, there is no
particular conflict of interests between the candidate for Alternate Executive Director and API.
・The aforementioned candidate for Alternate Executive Director currently executes the overall operations of API as its Executive
Director.
・The appointment of the aforementioned Alternate Executive Director to be appinted in this proposal may be withdrawn by
resolution at a meeting of the board of directors before the candidate assumes the post.

8

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, 2019. Accordingly, we would like to ask you to appoint two Supervisory Directors. The
term of office of each Supervisory Director to be appointed in this proposal will be two years, starting from
September 8, 2019, as stipulated in the Articles of Incorporation of API.
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

1

Yonosuke
Yamada(May 2, 1959)

Registered as an attorney (Dai-ichi Tokyo Bar
Association), Nagashima & Ohno Law Firm (current
Nagashima, 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
Corporate auditor of Higeta Shoyu, Inc. (to present)
June 2004
Outside corporate auditor of Mitsubishi Logistics
Corporation (to present)
January 2005
Instructor (defense in criminal cases) at the Judicial
Research and Training Institute of the Supreme Court ofJapan
May 2005
Managing partner of Yamada, Goya, and Suzuki law
offices (to present)
May 2006
Independent committee member of Inabata & Co., Ltd.
June 2006
Outside corporate auditor of Kanematsu Corporation
September 2011 Supervisory Director of Activia Properties Inc. (to present)
October 2014
Trustee of the school corporation Morimura Gakuen
December 2014 Outside director of Sanyo Trading Co., Ltd.
December 2017 Director & Audit and Supervisory Committee Member (topresent)
October1989
March 1994
October1995

2

Yoshinori 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 Accountant of Ariga Yoshinori accounting office (topresent)
September 2004 Sakamaki Keiji tax advisor office
January 2005
Registered as a tax advisor
September 2011 Supervisory Director of Activia Properties Inc. (to present)
January 2013
Tax advisor of Ariga Yoshinori Tax Advisor Office (topresent)
June 2016
Outside corporate auditor of Achilles Corporation (topresent)

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 performance of duties of the Executive
Director of API as its Superisory Directors.

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

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Access Information for the 5th Unitholders’ MeetingVenue

12-9 Shinbashi 1-chome, Minato-ku, Tokyo
A-PLACE Shinbashi Ekimae 4th floor, AP Shinbashi

TEL+81-3-3571-4109

Access Information
JR

Approximately 1-minute walk from Shimbashi Station Ginza Exit

SubwayApproximately 1-minute walk from Tokyo Metro Ginza Line Shimbashi Station 5th Exit
Approximately 1-minute walk from Toei Asakusa Line Shimbashi Station 5th Exit・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 (4F).

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