March 31, 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 & CEOInquiries
Kazuyuki Murayama
General Manager of Strategy Department
Activia Management Division(Tel: +81-3-6455-3377)

Notice Concerning Changes in Organizational Structure, etc. and Directorsof the Asset Management Company
Activia Properties Inc. (“API”) announces that, TLC REIT Management Inc. (“TRM”), to which API entrusts its asset
management operations, made decision today on the matters below.
Details are as follows:
1.

Change in organizational structure, etc. of TRM(1) Clarification of definition of the Sustainability Promotion Council (scheduled to be effective on April 1, 2021)
TRM established the Sustainability Policy as of April 1, 2019 aligned with the company’s recognition thatmaking contribution to sustainable society is an essential part of its role, and to promote the policy, established theSustainability Promotion Council (the “Council”) and organized regular meetings. This time, with the aim tostrengthen its structural framework and enhance functionality, TRM sets rules for sustainability promotion
framework to provide a clearer definition of the Council within the company’s organization.
(2) Establishment of Sustainability Department (scheduled to be effective on April 1, 2021)
TRM newly establishes the Sustainability Department which will succeed the duties concerning ESG
investment and environmental responsiveness in the properties of the investment corporations, formerly performedby the Environmental Engineering Department and the duties concerning IT formerly performed by the HumanResources Department. The Sustainability Department will also be in charge of the matters related to utilization ofdigital technologies, which are newly included to the company’s duties.
(3) Transfer of other duties (scheduled to be effective on April 1, 2021)
The duties concerning crisis management will be transferred from the Environmental Engineering Department
to the Corporate Planning Department.

1(4) Organizational chart and business overview of each department, etc. of TRM
The organizational chart (before and after the change) of TRM is shown below in Attachment 1. Please see
Attachment 2 for the business overview of each department after the organizational structure change andAttachment 3 for the overview of the Sustainability Promotion Council.

2.

Change in Directors of TRM
It was decided at the Board of Directors of TRM held today to submit a resolution proposal to elect two newdirectors to the shareholders of TRM as an extraordinary resolution in written form pursuant to Paragraph 1 of Article
319 in the Companies Act.
(1) Newly appointed directors (scheduled to be effective on April 1, 2021)
Masatoshi Itami, Director (Part-time)
Yasuhiro Kurokawa, Director (Part-time)(Note 1) Appointment to directors will be formally decided after the extraordinary written resolution of shareholders of TRM.
(Note 2) The profiles of the newly appointed directors are in Attachment 4.

(2) Resigning directors (scheduled to be effective on March 31, 2021)
Akiko Enokido, Director (Part-time)
Tadashi Yoshimi, Director (Part-time)

TRM makes necessary reports and other arrangements pursuant to the provisions of the Financial Instruments andExchange Act, the Building Lots and Buildings Transaction Business Law and other applicable laws and regulations.
*Website of API: https://www.activia-reit.co.jp/en/2(Attachment 1)
TRM organizational chart
Before the change

After the change

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(Attachment 2)
Business overview of each department after the organizational structure change (Changes are underlined)
Department

Summary of duties

Strategy Department,

Matters concerning:

Activia Management

・establishment of investment policies such as asset management guideline, etc.

Divisionfor API
・establishment of management policy of assets of API・establishment of basic policies of overall portfolio and asset management
plans, etc. for API
・establishment of dividend distribution policy for API
・financing (investment units) of API
・IR and disclosure of API

Asset ManagementMatters concerning:

Department, Activia

・establishment of income and expenditure plan by property (including property

Management Division

management plan) for API
・establishment of asset management plan for API
・repairs and other works of assets of API

Environmental Engineering

Matters concerning:

Department・repairs and other works of assets of the investment corporations
・due diligence and engineering support for real estate

Asset Investment

Matters concerning:

Department・collection of information related to real estate, etc. having the potential to beincorporated to the investment corporation’s portfolios
・acquisition and disposition of real estate, etc. for and of the investment
corporations
・due diligence of real estate, etc.
・operation of Acquisition Priority Review Meeting

Sustainability Department,

Matters concerning:

Corporate Management

・ESG investment

Division・environmental responsiveness of properties of the investment corporations
・operation of Sustainability Promotion Council
・IT and utilization of digital technologies

Finance & Accounting

Matters concerning:

Department, Corporate・establishment of financial plan for the investment corporations

Management Division

・financing (borrowings and investment corporation bonds) for the investment
corporations
・accounting and financial settlement for the investment corporations
・calculation of dividend and distribution, etc. for the investment corporations

Human Resources

Matters concerning:

Department, Corporate

・overall HR & labor

Management Division・in-house education and training

4Corporate Planning

Matters concerning:

Department, Corporate・operation of unitholders’ meeting and board of directors of the investment

Management Division

corporation
・overall corporate planning and administration
・establishment and abolishment of internal rules and other various rules
・overall general affairs and administrative affairs
・operation of the Shareholders’ meeting, Board Meeting and Investment
Committee・management and storage of important documents, seal, etc.
・supervision of information security operation・accounting and financial settlement
・crisis management

Compliance Department

Matters concerning:・supervision of establishment and implementation of basic policies related tocompliance・management of compliance with laws and ordinances・establishment of compliance program・follow-up of the law system and structure of investment trust・confirmation and management of important legal documents such as contracts
・response to and management of incidents and complaints
・response to and management of legal disputes such as lawsuits and mediation・supervision of risk management
・response to supervisory authorities
・operation of Compliance Committee

Internal Audit Department

Matters concerning:・proposal of internal audit plan・implementation of internal audit
・preparation of records of internal audit investigation, internal audit reports anddirections
・other matters related to internal audit

5(Attachment 3)
Overview of the Sustainability Promotion CouncilMembers

・Regular members:
President, directors (except part-time directors), Chief Division Officers of theCorporate Management Division, the Activia, Comforia and Broadia
Management Divisions, the Compliance Officer, General Managers of theEnvironmental Engineering Department, and the Sustainability Department(each regular member has a voting right, and the one holding two posts
concurrently has a voting right)
・Outside members
Directors (Part-time), outside experts, etc. appointed by the Chairperson in
his/her judgement (or a regular member appointed by Chairperson in case
President or Chairperson is unable to attend the council) (In principle, outside
members do not have a voting right)

Matters to be resolved

Matters concerning:・Amendment or abolishment of the Sustainability Policy
・Amendment or abolishment of the Materiality shared by each investment
corporation and TRM
・measures taken by each department which affect the operations of TRM andthree investment corporations, or of two or more of those four entities if
deemed necessary by the Chairperson to be deliberated and resolved

Requirements for resolution

The Council must be attended by all members with a right to vote, and theCouncil resolves a submitted proposal by a unanimous vote.

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(Attachment 4)
Profiles of the newly appointed directors
Position
Name

Brief biography

Apr.

1992

Tokyu Land CorporationOct.

2009

Manager of Planning Management Department, Asset Planning
Promotion Division

Jan.

2010

Apr.

2013

General Manager of Investment Management Department, TLC Realty
Management Inc. (current TLC REIT Management Inc.)
Executive Manager, General Manager of Investment Operation
Department, TLC Comforia Investment Management INC. (currentTLC REIT Management Inc.)

Sep.

2013

General Manager of Office Building Development Department, Office
Building Business Division, Tokyu Land Corporation

Apr.

2014

General Manager of Office Building Development Department, Urban
Development Division, Urban Business Unit

Director

Masatoshi(Part-time)

Itami

Apr.

2016

Executive ManagerApr.

2017

Executive Manager of Group Management Planning Department,Tokyu Fudosan Holdings GroupExecutive Manager of Corporate Strategy Department, Tokyu Land
CorporationApr.

2018

Executive Manager of Group Corporate Planning Department, Tokyu
Fudosan Holdings Group
Executive Manager of Corporate Planning Department, Tokyu Land
Corporation

Apr.

2021

Operating Officer, Division Manager of Development Planning
Division, Urban Development Unit, Tokyu Land Corporation(scheduled to be effective on April 1, 2021)
Director (Part-time), TLC REIT Management Inc. (scheduled to beeffective on April 1, 2021)
Director (Part-time), Tokyu Land Capital Management Inc. (scheduledto be effective on April 1, 2021)
President & CEO (Part-time), Life & Work Design Co., Ltd. (scheduledto be effective on April 1, 2021)

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Apr.

1995

Tokyu Construction Co., Ltd.

Feb.

2007

Tokyu Land CorporationJul.

2007

Seconded to Tokyu Land Capital Management Inc.

Jan.

2011

Manager of Investment Management Division, Tokyu Land
CorporationApr.

2016

General Manager of Investment Planning Department, Investment
Management Division, Urban Business Unit

Apr.

2017

Executive Manager of Business Strategy Department, Urban Business
Unit
Director (Part-time), TLC REIT Management, Inc.
Director (Part-time), Tokyu Land Capital Management Inc.

Director

Yasuhiro(Part-time)

Kurokawa

Representative Director, Life & Work Design Co., Ltd.
Jun.

2017

Director (Part-time), Shinjuku-I-Land Corporation

Apr.

2019

Executive Manager of Infrastructure & Industry Department 2,
Infrastructure & Industry Business Division, Urban Business Unit,Tokyu Land Corporation

Apr.

2020

Apr.

2021

Executive Manager of New Business Promotion Department, Urban
Business Unit
Executive Manager of Investment Planning Department, Planning &Development Division, Urban Business Unit (scheduled to be effectiveon April 1, 2021)
Director (Part-time), TLC REIT Management, Inc. (scheduled to beeffective on April 1, 2021)
Director (Part-time), Tokyu Land Capital Management Inc. (scheduledto be effective on April 1, 2021)

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