January 27, 2022
For Immediate Release
Advance Residence Investment CorporationSecurities Code：3269
1-105 Kanda-Jinbocho, Chiyoda-ku, Tokyo
Wataru Higuchi, Executive Director
Asset Management Company:
AD Investment Management Co., Ltd.
Takeshi Takano, President
Inquiries:
Isao Kudo, Director
TEL. +81-3-3518-0480

Notice Concerning Execution of Merger Agreement by AD Investment Management Co., Ltd.,
Asset Management Company
AD Investment Management Co., Ltd. (“ADIM”), the asset management company to which Advance
Residence Investment Corporation (“ADR”) entrusts the management of its assets, announced the decision
made at the Board of Directors meeting held today to execute a merger agreement, effective June 1, 2022, with
ITOCHU REIT Management Co., Ltd. (“IRM”) (the “Merger”). The Merger is between ADIM and IRM, asset
management companies, and not between the respective investment corporations from which these asset
management companies are entrusted with asset management.
1. Outline of the Merger
In the ITOCHU Group, ADIM has been entrusted with asset management of ADR, a listed investment
corporation that mainly invests in rental residences, and IRM has been entrusted with asset management ofITOCHU Advance Logistics Investment Corporation (“IAL”), a listed investment corporation that mainly
invests in logistics facilities.
It was decided today to merge ADIM and IRM for the purpose of building a more stable operationalfoundation by integrating the know-how of these asset management companies and consolidating their
management resources, thereby further improving unitholder value.
The Merger is an absorption-type merger with ADIM as the surviving company and IRM as the absorbedcompany. However, the trade name of ADIM after the Merger (the “New Merged Company”) is planned tobe changed to ITOCHU REIT Management Co, Ltd. For details, please refer to “5. Outline of the Parties tothe Merger” and “6. Status after the Merger (Outline of the New Merged Company)” in this document.
In addition, prior to the Merger, ADIM decided to become the organizer of Advance Private Investment
Corporation (“ADP”), a new unlisted open-ended private real estate investment corporation that willcomprehensively invest in diverse properties without limiting its investment targets to those for specific usesand prepare for its establishment, and to apply for registration for the launch of investment advisory andagency business pursuant to the Financial Instruments and Exchange Act in order to newly engage ininvestment advisory business. For details of this matter, please refer to today’s press release titled “NoticeConcerning Preparation for Organizing Open-ended Private Real Estate Investment Corporation andApplication for Registration of Investment Advisory and Agency Business by Asset Management Company,and Associated Changes to Organizational Structure and Statement of Operational Procedures.”
Consequently, the New Merged Company will engage in multiple asset management operations for the twolisted investment corporations that mainly invest in rental residences and logistics facilities, respectively, anunlisted comprehensive investment corporation, and private funds. On the occasion of the Merger, the New
Merged Company will strive for further growth as an asset management company.

12. Effects of the Merger(1) Expansion of investment opportunities and property information acquisition opportunities
It is expected to gain wider recognition in the real estate market with the expansion of assets undermanagement and have more diverse investment opportunities by being entrusted with asset managementfrom multiple investment corporations. In addition, sharing both companies’ information-gathering
routes for property acquisition will help improve research capabilities for that purpose and expandacquisition opportunities.
(2) Sharing of the know-how held by both companies
The Merger will facilitate the sharing and sophistication of the asset management and otherknow-how that both companies have independently accumulated.
(3) Strengthening of personnel development and recruitment capabilities
By engaging in asset management operations for multiple investment corporations that mainly invest
in rental residences, logistics facilities, and diverse properties, respectively, employees are expected togain extensive work experience, thereby further improving their skills.
Moreover, we intend to attract talented people by emphasizing our strength of having diversified
operations in the recruitment market.
3. Structure to Prevent Conflicts of Interest
The New Merged Company will be entrusted with asset management of ADR and IAL, listed investment
corporations, ADP, an unlisted investment corporation, and private funds (hereinafter ADR, IAL, ADP, andprivate funds are individually or collectively referred to as “Managed Fund” or “Managed Funds”). ADR
invests in rental residences, etc., IAL invests in logistics facilities, etc., ADP and private funds invests indiverse properties without limiting its targets to those for specific uses. Accordingly, a competition forproperty acquisition opportunities may arise among Managed Funds.
The New Merged Company will prevent arbitrary distribution of property information, and in turn prevent
conflicts of interest among Managed Funds, by setting the order of preferential consideration uponacquisition of property information as described below.
Order of preferential consideration for asset acquisition (planned)
Determination of the Managed Fund entitled to consider acquisition of individual properties will bemanaged at the Investment Information Review Meeting within the New Merged Company. In principle, thepreferential consideration right will be granted to a higher ranked Managed Fund in the following table after
setting the period of preferential consideration. When the period of preferential consideration has elapsed orif the Managed Fund granted with the preferential consideration right declines the consideration ofacquisition of the property, the preferential consideration right will be transferred to the next ranked ManagedFund.
Rental residences, etc.*1

Logistics facilities, etc.*2
Others*3(Note 1)
(Note 2)
(Note 3)

1stADR
IALADP

2ndADP
ADP
Private funds

3rd
Private funds
Private funds‐

Refer to rental residences, student apartments and dormitories, and healthcare facilities in Japan, which are ADR’sinvestment targets.
Refer to logistics facilities, plants, data centers, communications facilities, research facilities, supply processing
facilities, renewable energy facilities, etc., which are IAL’s investment targets.
Refer to domestic real estate properties other than rental residences, logistics facilities, etc. (commercial facilities,offices, accommodations, etc.)

However, if there are special circumstances, including where either of the Managed Funds has been
designated in advance by the seller or other related parties as the preferential consideration right holder, theabove rule will not be applied.

2

4. Overview of the Merger (Schedule, Method, and Allotment)(1) Schedule
The Merger will take effect after being approved by resolution at the Extraordinary General
Shareholders’ Meetings of ADIM and IRM scheduled for April 1, 2022.
Date of resolution by the Board of Directors

January 27, 2022

Execution date of the merger agreement

January 27, 2022

Date of General Shareholders’ Meeting

April 1, 2022 (planned)

Effective date of the Merger

June 1, 2022

Registration date of the Merger

Early June 2022 (planned)

Date of notification to the Prime Minister

Early June 2022 (planned)(2) Method
The Merger will be an absorption-type merger with ADIM as the surviving company, and IRM will
be dissolved after the Merger.
(3) Allotment
Since the shareholders of ADIM and IRM and their shareholding ratios are the same, the Merger will
not involve the delivery of new shares and other assets as consideration.
5. Outline of the Parties to the Merger
Surviving Company

Absorbed Company(1) Name

AD Investment Management Co., Ltd.
(ADIM)

ITOCHU REIT Management Co., Ltd.
(IRM)

(2) Location

1-105 Kanda-Jinbocho, Chiyoda-ku,
Tokyo
Takeshi Takano, President

3-6-5 Kojimachi, Chiyoda-ku, Tokyo(3)
Representative’s
title and name
(4) Principal
business(5) Capital(6) Established(7) Net assets(8) Total assets

Junichi Shoji, Representative Director,
President & CEO

Investment management business, Type Investment management business, etc.
II financial instruments business, etc.
300 million yen
150 million yen
February 2005
February 2017
2,552 million yen
853 million yen(as of March 2021)(as of March 2021)
3,794 million yen
1,054 million yen(as of March 2021)(as of March 2021)(9) Major
ITOCHU Corporation: 80%
shareholders and
ITOCHU Property Development, Ltd.: 20%
shareholding
ratios(10) Relationship between the investment corporation/asset
management company and the other company
CapitalNot applicablerelationship
Personnel
One director of ADIM concurrently serves as a part-time director of IRM.
relationship
IRM has accepted two employees loaned from ADIM.
Business
Not applicable
relationship
Related party
The parent company of ADIM and IRM is ITOCHU Corporation.
statusTherefore, ADIM is a related party of IRM.
3

6. Status after the Merger (Outline of the New Merged Company)(1) Name(2) Location(3) Representative’s
title, name, etc.
(4) Principal business

New Merged Company
ITOCHU REIT Management Co., Ltd. (tentative)
1-105 Kanda-Jinbocho, Chiyoda-ku, Tokyo
To be announced as soon as decided.

Investment management business, Type II financial instruments business,investment advisory and agency business (planned), etc.
(5) Capital
300 million yen(6) Fiscal year-end
March(7) Net assets*
3,406 million yen(8) Total assets*
4,848 million yen* These figures are simple sums of the financial statement figures of the two companies as of March 31,2021.
7. Future Outlook(1) Changes to the asset management agreement
There are no plans to make changes to the asset management agreement executed between ADR andADIM.
(2) Changes to the organization of the asset management company
The Residence Division, the Logistics Division, and the Private Placement Division will beestablished in the New Merged Company to engage in asset management operations for respective
investment corporations. In addition, the Corporate Management Division will be renamed the Finance& Accounting Division, and the Corporate Management Department will be transferred to the General
Affairs and Management Division.
Moreover, in light of the recent growing interest among investors in corporate responsibility forsustainability, including environmental, social, and governance (ESG) issues, the Sustainability
Promotion Department will be established under the General Affairs and Management Division in orderto implement such philosophy and objectives.
For details, please refer to the organizational chart in the Attachment.
Details regarding directors, etc. of the New Merged Company will be announced as soon as decided.
(3) Changes to investment management decision-making structure and rules on compliance, interestedparties, etc.
In principle, ADIM’s decision-making flow and structure before the Merger will be adopted as theyare. However, some processes considered to require revision with an increase in the number of Managed
Funds will be determined through consultations.
(4) Changes to investment policy
There will be no changes to ADR’s investment policy as a result of the Merger.
(5) Changes to agreements with sponsors, etc.
There are no plans to make changes to the agreements executed with sponsors, etc.
(6) Outlook for continuation of the investment corporation’s listing
ADR is planned to remain listed.
* ADR’s website URL: https://www.adr-reit.com/en/
If there are any changes to the matters described as planned in this document, we will make an announcement tothat effect.
END4

Attachment
Current Organizational Chart

New Organizational Chart (effective June 1, 2022, planned)5