August 15, 2019
For Immediate Release
Real Estate Investment Trust:
MIRAI Corporation
Michio Suganuma, Executive Director(Securities Code: 3476)
Asset Management Company:
Mitsui Bussan & IDERA Partners Co., Ltd.
Michio Suganuma, Representative Director, President
Contact: Shosaku Ikeda, Depuity General Manager,
Fianance & Administrative Division
TEL: +81-3-6632-5950
Real Estate Investment Trust:
Sakura Sogo REIT Investment Corporation
Makoto Muranaka, Executive Director(Securities Code: 3473)
Asset Management Company:
Sakura Real Estate Funds Management, Inc.
Makoto Muranaka, Representative Director and President
Contact: Mayumi Kobiki, Chief Financial Officer
TEL: +81-3-6272-6608

Notice Concerning Execution of Merger Agreementby and between MIRAI Corporation and Sakura Sogo REIT Investment Corporation (Follow-up)
MIRAI Corporation (hereinafter “MIRAI”) and Sakura Sogo REIT Investment Corporation (hereinafter “SAKURA”)(hereinafter the “Two Investment Corporations” collectively with MIRAI and SAKURA), are pleased to provide
additional supplementary material relating to the merger agreement by and between MIRAI Corporation and Sakura
Sogo REIT Investment Corporation (hereinafter the “Merger”) with the effective date being November 1, 2019. This
follows an earlier announcement, “Notice Concerning Execution of Merger Agreement by and between MIRAICorporation and Sakura Sogo REIT Investment Corporation” dated August 5, 20191.

Reason for additional Supplementary Material for Merger
MIRAI and SAKURA believe the Merger will result in various synergetic effects, and entered into the Merger
Agreement on August 5, 2019. The Merger Agreement was executed after completing due diligence, discussions
and arms length negotiations of the merger ratio based on valuations and advice from their respective independent
financial advisors.
After the announcement of the execution of the Merger Agreement, Star Asia Group announced additional
information concerning a proposed merger between Star Asia Investment Corporation and SAKURA (hereinafter“Star Asia Proposal”). However, the merger ratio proposed by Star Asia Group is highly uncertain and the final
merger ratio will only be deteremined after due diligence, trend of respective unit prices, valuations and advice byfinancial advisors and potential unspecified asset transactions. Given that none of these things are currently complete,or known at this stage, this creates significant risk and uncertainty for Sakura unitholders when trying to assess the
merits, if any, of the Star Asia Proposal.
In contrast, the Merger between MIRAI and SAKURA which has been discussed and agreed after completion of all
such procedures has certainty and no risk. This additional supplementary material provided by SAKURA and MIRAI
is intended to help unitholders understand the inherent risk and uncertainty associated with the Star Asia Proposal
and also contrast the clear benefits that the Merger between MIRAI and SAKURA offer unitholders relative to theStar Asia Proposal.

1

2.

Handling of Proposals by Sponsor of SAKURA and others
Star Asia Group announced that they did not add proposals by GALAXY JREIT PTY LIMITED which is the sponsor
and unitholder of SAKURA (hereinafter “SAKURA’s Sponsor”) in the convocation notice relating to the meeting
convened by Lion Partners Godo Kaisha (hereinafter “Lion Partners”).
SAKURA’s Sponsor, based on advice from its legal counsel, has legally requested for its proposals to be added to
the Lion Partners meeting on 4 July 2019 and do not agree that it was an illegitimate request as asserted by Star Asia.
The proposals relate to the appointment of Mr. Hagino as executive officer and conclusion of new asset managementagreement with Mitsui Bussan & IDERA Partners Co., Ltd. which is the asset management company of MIRAI.
These proposals are consistent with SAKURA’s proposed merger with MIRAI and are intended to allow SAKURA
unitholders to consider and support, if they wish, an alternate proposal to Star Asia’s Proposal. SAKURA’s Sponsor
and the Two Investment Corporations strongly believe that such treatment by Lion Partners is another example oftheir strategy to deny any opportunity for SAKURA’s unitholders to fairly consider any alternate proposal other thanthat proposed by Star Asia and as such is extremely regrettable. Both SAKURA and its Sponsor will consider
necessary measures including legal action to ensure unitholder interests are protected and the conduct of therespective unitholder meetings is fair and equitable.
We urge unitholders to follow voting instructions from SAKURA and MIRAI and support the merger proposal of
SAKURA and MIRAI and take no action on any direction from Lion Partners.
Further, Star Asia Group continues to publicly criticize SAKURA. The criticism and assertions made by Star Asia
Group have no substance and are without foundation and SAKURA remains fully committed to acting in the bestinterest of SAKURA unitholders.
SAKURA has taken appropriate steps to ensure SAKURA unitholders can consider a superior, credible andcertainmerger proposal as an alternative to Star Asia’s proposal. Star Asia has and continues to do whatever it canto deny SAKURA unitholders that priveledge.

3.

Outlook
Two Investment Corporations will make timely announcement, if there is any matter to be announced.
(End)*URL of the Two Investment Corporations:
MIRAI Corporation：http://3476.jp/en
Sakura Sogo REIT Investment Corporation ：http://sakurasogoreit.com/en
This press release is the English translation of the announcement in Japanese on MIRAI and SAKURA’s
website. However, no assurance or warranties are given for the completeness or accuracy of this English
translation(Reference press release, etc.)
Dated 7/19/2019 “Notice concerning Execution of Memorandum of Understanding regarding Merger of MIRAI Corporation and Sakura Sogo REIT
Investment Corporation”
Dated 7/19/2019 “Merger of MIRAI Corporation and Sakura Sogo REIT Investment Corporation Execution of Memorandum of Understanding Supplementary Material for the Press Release Dated July 19, 2019-”
Dated 8/5/2019“Notice Concerning Execution of Merger Agreement by and between MIRAI Corporation and Sakura Sogo REIT Investment
Corporation”
Dated 8/5/2019“Merger of MIRAI Corporation and Sakura Sogo REIT Investment Corporation Execution of Merger Agreement - Supplementary
Material for the Press Release Dated August 5, 2019-”
Dated 8/5/2019“Notice Concerning the Forecast of Operating Results and Distributions Subsequent to the Merger of MIRAI Corporation and
Sakura Sogo REIT Investment Corporation for the Fiscal Periods Ending April 30, 2020 and October 31, 2020”
Dated 8/15/2019 “Supplementary Material for the Merger Agreement between MIRAI Corporation and Sakura Sogo REIT Investment Corporation② - Proposal Comparison with Star Asia Group and Superiority of MIRAI and SAKURA’s proposal”

2Supplementary Material for
the Merger Agreement by and between
MIRAI Corporation and Sakura Sogo REIT
Investment Corporation②- Proposal Comparison with Star Asia Group and Superiority of
MIRAI and SAKURA’s proposal MIRAI Corporation
Security Code:3476
AM Company: Mitsui Bussan & IDERA Partners Co., Ltd.
http://3476.jp/en

August 15, 2019

Sakura Sogo REIT Investment Corporation
Security Code:3473
AM Company: Sakura Real Estate Funds Management, Inc.
http://sakurasogoreit.com/en

To Unitholders of Sakura Sogo REIT Investment Corporation

1◼

MIRAI Corporation (hereinafter, “MIRAI”) and Sakura Sogo REIT Investment Corporation (hereinafter, "SAKURA” andcollectively referred to as “Investment Corporations”, “We”) executed a definitive merger agreement (hereinafter, the“Merger Agreement”) on August 5, 2019 based on anticipated synergies that will result from the merger (hereinafter, “theMerger”) of Investment Corporations having completed due diligence and negotiated a merger ratio through independent
third-party financial advisors.

◼

A competitor of Sakura, Star Asia Group acquired investment units of SAKURA utilizing an affiliate (Lion Partners), andannounced a preliminary merger proposal on May 10, 2019. However, neither the preliminary merger proposal nor thematerials subsequently announced from Star Asia Group until the Merger Agreement was executed contained sufficient
information including merger ratio to realistically assess a proposed merger with Star Asia Group and any proposal to
SAKURA REIT.

◼

Star Asia Group announced a merger ratio on August 7, 2019. However, Star Asia’s proposal such as merger ratio,
forecasted DPU lacks credibility with no due diligence, no negotiation, no verification and no merger agreement executed
between Sakura and Star Asia Group and is also even subject to third party financial advisor’s endorsement. Star Asia’s
proposal also fails to address how their proposal makes sense for Star Asia Investors, who most also vote to support theterms of any merger proposal.

◼

Although Star Asia Group had ample time to outline the proposed terms of their proposal since their preliminary merger
proposal, they released such uncertain figures after the merger ratio under the Merger Agreement was publicly disclosed,
which we believe is not appropriate approach in terms of providing accurate information to unitholders in a timely manner.

◼

The material herein is intended to help unitholders understand the key difference between the proposals.

Key points in comparing the Merger with the proposal of Star Asia Group1MIRAI with “Legally Binding” nature vs Star Asia Group with “Just
Proposal” nature

2

Stabilized DPU proposed by MIRAI exceeds proposal by Star Asia Group3

Merger with certainty vs Star Asia proposal with Uncertainty

4

Various Risks inherent in the "future action plans" of Star Asia Group

Note: This document is an additional supplementary material to the “Execution of Merger Agreement by and between MIRAI Corporation and Sakura Sogo REIT Investment Corporation – Supplementary Material for the Press Release Dated August 5, 2019 -" dated August 5, 2019. The
calculation for the various numerical values are basically the same as those in this document.

2

MIRAI with “Legally Binding” nature vs Star Asia Group with “Just Proposal” nature
The Merger with MIRAI delivers tangible benefits which are expected to maximize value from a "long-term standpoint“ including
becoming a Global REIT Index constituent and acquiring a higher credit rating. On the other hand, a merger with Star Asia Real Estate
Investment Corporation is highly uncertain based on unverified assumptions including the assumed portfolio value and potential futuretransactions, which are considered to be focused on a "short-term standpoint“ only.
Merger with MIRAI

Merger with Star Asia

Merger ratio

Fixed by Unconditional (binding)

Variable / Conditional (Non-binding)Merger Agreement

Legally binding

Not legally binding

Due diligence

Completed

None

Stabilized DPU (yen)More than 2,571 (Note 1)

More than 2,539 (Note 2)

Weighting to office inTokyo area (%)

47.3%

29.6% (Note 3)

Note 1：
Note 2：
Note 3：Note 4：Note 5:VS

Estimated market
capitalization

121.4（Note 4）

AUM

204.0

163.3

Ave. debt cost
(%)

0.59%

0.63%（Note 5）

Credit rating

JCR A+ (Positive) / R&I A (Stable)

No obtained

Global Index

Highly likely

Unlikely

Key points◼ Completed full due diligence◼ Fixed merger ratio / arms-length negotiation of
independent asset managers and their financial advisors
based on the facts◼ Clear and tangible benefits

96.3（Note 4）◼ No due diligence and merger terms variable◼ Lack of detail explaining variability of merger ratio◼ English disclosure material excludes critical note on
merger ratio being variable based on assumed asset
recycling◼ Significant risk / uncertainty

As of today, calculated under certain assumptions. This figure differs from the projected dividend. For details, see a slide of "Stabilized DPU proposed by MIRAI exceeds DPU proposed by Star Asia Group"
based on the "Supplementary Explanatory Materials Regarding Today’s Timely Disclosure" announced by SAR on August 7, 2019
Calculated by Total appraisal value of SAKURA as of ending December, 2018 with appraisal value of a property acquired in the year ending June 2019 + Total acquisition price of SAR as of May 15, 2019. “Tokyo area” includes, Tokyo, Kanagawa, Chiba and Saitama
Calculated by Market capitalization of SAKURA as of August 2, 2019 multiplied by 0.88 (expected merger ratio) + Market capitalization of SAR as of August 2, 2019
This is based on the press release by Star Asia Group named “” on 10th May 2019.

3

Star Asia Group prioritize controlling SAKURA to anything else

4Star Asia Group has insisted on a merger protocol requiring integration of SAKURA’s asset management company into theStar Asia Group, and has not yet completed any due diligence. Star Asia has not followed normal merger protocols includingarms-length negotiation of merger ratio, which makes the merger outcome highly uncertain. Their approach creates serious
conflicts of interest and significant risk to Sakura unitholders.
Process of the Merger with MIRAI
2019
May

Jun

Aug

Jul
A

B

2020
Sep

C

Oct

D

Nov

Dec

Jan

Feb

E

A. 4th July

B. 19th July

C. 5th August◼ Articles on merger with MIRAI◼ Announced that the merger would
be a resolution for the unitholders’meeting on 30th Aug

MOU with MIRAI was executed

Definitive Agreement withMIRAI is signed

D. 30th Aug and 10th Sep◼ Unitholders’ Meeting◼ For SAKURA 30th Aug◼ For MIRAI 10th Sep

E. 1st Nov
Effective Date of the merger(Scheduled)

Process of Star Asia Group’s proposal
2019
May
A

A. 10th May
Preliminary proposal

Jun

Jul

Aug

2020
Sep

B
No request from Star Asia Group to conduct due
diligence for their proposal although it is obviousthat MIRAI is undertaking requisite processes
including due diligence to substantiate the merger
toward the unitholders’ meeting.

Oct

Nov

Dec

C

D

F

E

Jan

Feb
G

B. 7th Aug

C-D. Oct-Nov

E-F. Nov - Dec

G. Feb 2020

Proposal incorporating
variable merger ratio
released

Definitive merger
agreement to benegotiated by single
asset manager

Unitholders’meetings for both
REITs to be held

Merger becomes
effective

Stabilized DPU proposed by MIRAI exceeds DPU proposed by Star Asia Group5

MIRAI and Sakura have timely disclosed performance forecast after the merger reflective of the merger costs. Stabilized DPU
short-term which insulates forecasted DPU for Oct 2020 from one-off profit from sale of properties exceeds the equivalent
proposed by Star Asia.
Merger withStar Asia

Merger with MIRAI

(yen)
2,800

Impact ends of disposition of MIUMIU Kobe

Acquisition of alternative① Drop off of disposition gain (note1)▲376 yen② Decrease in portfolio improvement cost +67 yen③ Decrease in taxes and dues
+21 yenproperty of MIUMIU Kobe, etc.
①Acquisition of alternative property (note2) +105yen②Debt cost reduction+16 yenRealistic cost reduction initiative① Reduction of expenses for the lease business② Additional reduction of Debt cost

2,600

+24 yen+26 yen

▲288
+50

+121

vs

2,400

2,200
(note3)(note3)

2,672

2,738

2,571

2,621

Over 2,539

Ending Apr.
2020

Ending Oct.
2020

Stabilized DPU
Stabilized DPU(Short-term)

Stabilized DPU
DPUStabilized

Stabilized DPU(Short-term)

2,000(AfterCost reduction)(Mid-term)

Note1: A part of the profit from the sale of MIUMIU Kobe is planned to be used as a medium-term profit improvement measure for a part of commercial facilities and variable rent hotels, and such expenses are not expected after the completion of the saleNote2: We are considering the acquisition of an alternative property in the amount calculated by deducting the gain on the sale and the cost of the sale from the proceeds from the sale of MIUMIU Kobe, and anticipate that the acquisition of the property will have the same level of profitability asthat of MIUMIU Investment Corporation in the year ended April 2019. At this time, we have not yet determined which alternative property to acquire, but we believe that the acquisition is certain due to pipeline conditions and other factors
Note3: Stabilized DPU is calculated under certain assumptions as of Today, and differs from the projected dividend and the amount of future dividend is not guaranteed
General Note: All of MIRAI’s DPUs are converted to Sakura Unitholders

Merger with certainty vs Star Asia proposal with Uncertainty

6

Star Asia’s merger ratio is based on an assumed SAKURA's NAV of ¥104,000 per unit, which is calculated by a hypothetical real estatevalue for SAKURA’s portfolio of 63 billion yen. This figure is not supported by the most recent independent appraisals.
At the same time, the Merger ratio has been determined based on SAKURA’s NAV of ¥97,405 per share at the end of the fiscal period
ending 31 December 2018, and was supported by an independent appraisals. The Company aims to achieve long-term growth inunitholders' value through growth in dividends per share and improved valuation.
The Merger

Proposal of Star Asia

◼ The unit price of SAKURA
104,000
changed in line with the
102,000
100,000
implied price
98,000◼ Many investors view the
96,000merger as highly likely to be 94,000
realized in accordance with
92,0008/ 2
formal procedures■MRI(Note)■SAKURA◼ The unit price of SAKURA
104,000
deviates from the proposed 102,000
100,000
implied price
98,000◼ Many investors do not view 96,000
the Star Asia Group
94,000
proposal as an effective and 92,000
8/ 2credible proposal

Implied price: 94,656 yen

5◼ Merger ratio based on financial advisor
calculation/consultation◼ Merger Agreement executed after fulldue diligence and arms-length
negotiation

6

7

8

9

12 13 14Merger ratio
proposed by MIRAI

1：1.67

vs◼ Announcement of business forecast including various conditions
after merger◼ Subjective merger ratio of Star Asia
Group without third-party calculationsuch as a financial advisor◼ Risk of merger ratio changing■SAR(Note)■SAKURA

Implied price: 101,728 yen

5

6

7

8

9

12 13 14Merger ratio
proposed by Star Asia

1：0.88◼ Forecasts based on unstated stabilized DPU expectations andunrealized gain assumptions, and uncertainty with written below

DPU after the Merger (converted to SAKURA unitholder)

2,427
Ending Dec. 2019
forecast

2,672

2,738

Ending Apt. 2020 Ending Oct. 2020
forecast

2,571

Further
distribution growth
after the Merger

Stabilized DPU

Mid-term

forecast(As of May 10)
Note: MRI unit price is multiplied by 1.67 of the Merger ratio and SAR unit price is multiplied by 0.88 of merger ratio proposed by SAR

Further？ distribution growth

477
2,427

？

Ending Dec. 2019

First FP after

forecast

merger(As of May 10)

？

2,539

after the Merger？ Second FP after？ Short term？ Mid and long-term
merger

DPU excluding gain on sale

Gain on sale

Various Risks inherent in the “future action plans” of Star Asia Group (1)We believe that “Future action plans” in the proposal of Star Asia Group represents a risk of damaging value of the SAKURA’s
portfolio and a risk of conflict of interest to Star Asia Group’s unitholder as well.
“Future action plans” of Star Asia Group1◼ If Star Asia Asset Management becomes SAKURA’s asset
manager, there is an option before the merger to replace
SAKURA’s assets with the pipelines listed on the next page

Replace
SAKURA’s assets

Gain onsales

Return to SAKURA unitholders

Sales
proceeds

Enhance Sakura’s portfolioby acquiring properties forwhich SAR has preferential
negotiation rights

Risk of damaging portfolio value◼ Risk of NAV decrease by selling properties with unrealized
gain and using the proceeds to acquire inferior assets from
Sponsor◼ In spite of high acquisition prices in overheating condition,
dispositions of Sakura’s asset should be early realization of
unrealized gain, leading to decline in portfolio quality (notbased on strategic portfolio management policy)◼ Merger ratio may change with no sensible explanation as towhy, how, when or to what extent※ In the case of asset replacement, the assumed merger ratio may change
due to changes in the portfolio composition or realization of gains onsale, etc., which will be appropriately reflected in the merger ratio

2◼ Execution schedule for the conclusion of a merger
agreement in October-November after SAKURA unitholders'
general meeting on August 30, 2019
Aug. 30, 2019
General unitholders
meeting3Oct. to Nov. 2019Feb. 2020

Merger Agreement

Effect of merger◼

Depending on the circumstances, properties can be sold toStar Asia Group for flexible asset replacement◼

Star Asia Group evaluates SAR’s portfolio as having
11.0%(Note) of unrealized gain margin to the book value asof the end of fiscal period ended January 2019

◼ Risk of decision making in a short period of time without
sufficient consideration, for the replace between Sakura’s
assets with unrealized gain and pipelines of Star Asia Group,
given the high pressure of signing merger agreement in Oct.
– Nov.
◼ Risk of conflict of interest with related party transactions
benefiting the asset manager and sponsor group and notnecessarily in the best interest of Sakura unitholders

Note : Calculated by subtracting the portfolio book value at the end of January 2019 from the total estimated acquisition value calculated by Star Asia Group, divided by the book value at the end of January 2019.

7

Various Risks inherent in the "future action plans" of Star Asia Group (2)8The pipeline of the Star Asia Group, which is one of the options for asset replacement with SAKURA before the effective date of themerger consists of an office building in the outer suburbs of Tokyo, commercial facilities, and housing with no clear explanation as towhich assets maybe sold. Asset recycling of any of SAKURA assets with the Star Asia pipeline in expected to result in a) a reduction in
the average quality of the existing portfolio or b) a reduction in earnings and distribution, or both.
Current
SAKURA assets

Pipeline of Star Asia

Property

Asset typeTachikawa OHA
building

Nishi-Ikebukuro
1-Chome building

Urban Park
Mituike Koen

Urban Park
Tokiwadai Koen

Chrysanthemeichigao

Central Tokyo office ratio：

OfficeRetailAppraised Cap
rate (afterdep.) (%)

Residential

Residential

Residential

42.1%

5.1 （4.3）

4.9 (4.3)

Age (Note 1)(years)

29.0

26.6

27.2

25.3

20.9

22.6

Location

Tachikawa-shi, Tokyo

Toshima-ku, Tokyo

Yokohama-shi,
Kanagawa

Yokohama-shi,
Kanagawa

Yokohama-shi,
Kanagawa

-

100.0

-

91.1

85.9

-

97.5

Occupancy rate
(Note2)(%)

Note 1: As of June 28 ,2019Note 2: Figures of occupancy rate of “Pipeline of Star Asia” are based on each pipeline’s press release, one of “Current SAKURA assets” is as of May 31, 2019
Note 3: The pipelines in the Star Asia Group, including property photographs, are based on the "Supplementary Explanatory Materials Regarding Today’s Timely Disclosure" announced by SAR on August 7, 2019

(Ref.) Merger Procedures of Investment Corporations① Normal Merger Procedures of Investment Corporations

Execution of MOU regarding the Merger

Detailed
investigation by
Investment
Corporations

Verification
by financial
advisors

Arms-length
Negotiation
betweenInvestment
Corporations

9② Hostile Activities of the Star Asia GroupAcquisition of investment units of SAKURA
by Star Asia Group
Preliminary Merger proposal by Star Asia Group to SAKURA (No priornegotiation, investigation, or merger agreement)
Star Asia Group filed for approval of holding unitholders' meeting of
SAKURA (Utilize the unitholder’s right)
Convocation notice of the unitholders' meeting by Star Asia Group(Merger is not on the agenda)

Execution of the Merger Agreementand disclosure of revised earnings forecasts

Star Asia Group proposed merger with SAKURA(Proposed merger ratio not based on mutual agreement and subject
to variation)

Approval at general unitholders' meetings (the Merger)

Star Asia Group refuses to include conflicting resolutions from Sponsorof Sakura on their convocation notice

Approval at unitholders' meeting (Changes in executive
officer and asset management corporation)*A merger resolution is not possible since there is no merger agreement

(Ref.) Benefits expected from being part of global index series and purchases by BOJ

FTSE EPRA/NAREIT Global Real Estate Index Series

Overview

Purchase Program by BOJ◼ This index is developed by FTSE Group together with EPRA and NAREIT.
Numerous global/domestic institutional investors utilize the index as abenchmark in investing in global real estate securities.

Overview

Expected
Benefits

Average dividend yield of the included REITs (100–200
billion yen market capitalization) (Note 2)

3.8%

4.0%

Expectation of yield reduction in mid/long-term
Forecasted dividend yield of the New MIRAI (Note 3)

Note 1:
Note 2:
Note 3:◼ BOJ initiated purchase program for J-REIT securities with its target value ofY90bil per year as a part of the quantitative and qualitative easing policy◼ BOJ holds J-REIT units with its value of c.Y0.52 tri (Note1)◼ Growth in demand on the units of New MIRAI due to BOJ’s purchaseprogram and expansion of New MIRAI’s investor base and reduction incost of capital stimulated by “reliable” atmosphere amongst investors
generated by the fact of the BOJ’s purchase.

◼ Expand investor base of New MIRAI by attracting investors which utilize thisindex leading to an increase in liquidity, lower yield and higher valuation of
the New MIRAI’s units

Average dividend yield of the included REITs (Note 2)

10

Expected
Benefits

Average dividend yield of the AA-credit-rated REITs (Note 2)

3.6%

Average dividend yield of the AA-credit-rated REITs(100–200 bil yen market capitalization) (Note 2)

3.7%

Expectation of yield reduction in mid/long-term

5.7%

Forecasted dividend yield of the New MIRAI (Note 3)

5.7%

As of the end of FY2018
Aggregate of forecasted dividends for the current and next fiscal periods of each investment corporation (where the forecast for next fiscal is unavailable, the forecast for current fiscal period is used as substitution) ÷ Closing price of each investment corporation as of Aug 5, 2019
Aggregate of the post merger forecast DPU for FP8 (1,600 yen) and FP9 (1,640 yen) ÷ Closing price of MIRAI securities on 5th Aug 2019 (57,300 Yen)

Important Notice / Re: Unitholders’ meeting convened by Lion Partners

11◼ Star Asia Group stated in the “Convocation Notice” released on 14 th August that they
have declined to accept the request from SAKURA’s sponsor to include counterproposals in the agenda at the unitholders meeting convened by Lion Partners on
account of its being as “illegal request”. The notice also includes some sentences
which allude that the deemed approval system is as if to be applied to theirresolutions.

◼ This effectively means that Star Asia Group prioritizes itself over other unitholders sothat the deemed approval system is applied. This is despite their repeated assertions
they are acting “for unitholders”. Their approach deprives opportunities forunitholders to compare and discuss contrasting resolutions◼ We would sincerely ask our unitholders to consider the true intention of “Hostile
Takeover” buried behind the Star Asia’s proposal, and encourage our unitholders todefinitely exercise unitholders rights in favor of MIRAI and SAKURA by way of
attending the unitholders’ meetings or sending voting form or proxies, as instructedby us.
◼ We are contemplating to take counter-measures including legal actions against theseries of Star Asia’s activities. We continue to commit to protect our unitholders
interest from any such damages.

How to Exercise Your Voting Rights

12

Although the convocation notice of the unitholders meeting by Lion Partners (Star Asia Group) doesn’t include counterresolutions from SAKURA, SAKURA will make motion to propose the counter-resolutions at the meeting, and therefore, wewould like unitholders to exercise voting rights in favor of MIRAI and SAKURA via proxies in the following manner.

Resolution

Agree withmerger with MIRAI

Note: Sakura Real Estate Funds Management

Convened by Lion Partners (Star Asia Group)
Starting at 10:00AM

Convened by SAKURA
Starting at 03:00PM① Exonerate Mr. Muranaka (SREFM (Note))② Proposal of Star Asia Group: Appoint Mr. Sugihara as an executive officer
Proposal of SAKURA: Appoint Mr. Hagino as an executive officer③ Terminate AM agreement with Sakura Real Estate Funds Management④ Proposal of Star Asia Group: Conclude AM agreement with Star Asia Investment
Proposal of SAKURA: Conclude AM agreement with Mitsui & IDERA Partners .

① Approve the Merger Agreementwith MIRAI② Cancelation of the AM agreementwith SAKURA due to the Merger③ Amend part of the Article of
Incorporation (AOI) of SAKURA (toprevent SAKURA unitholders voting
on the Merger proposal with MIRAI)① ”Disagree”② Appoint Mr. Sugihara as an executive officer: ”Disagree”
Appoint Mr. Hagino (MIRAI) as an executive officer: “Agree”③ ”Disagree”④ Enter into AM agreement with Star Asia Investment: “Disagree”
Enter into AM agreement with Mitsui Bussan & IDERA Partners Co.,
Ltd.: “Agree”① “Agree”② “Agree”③ “Disagree”

Disclaimer
Monetary amounts are rounded down to the nearest unit.
Percentage figures are rounded off to the first decimal place.
This material contains forward-looking business results, plans, and management targets and strategies. Such forward-looking statements are based on current
assumptions and conditions, including those regarding anticipated future developments and business environmental trends, and these assumptions andconditions may not always be correct. Such forward-looking statements assume the investment policy of Investment Corporations, the market environment,interest rate conditions, business practices and other fact relationships and applicable laws and regulations as of the date this material was published and they do
not reflect or take into consideration any change in circumstances occurring after such date. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, whether express or implied, and the actual performance, operating results, financial situation and other results of MIRAI mayvary significantly due to a variety of factors.
This material is provided for your information and does not constitute a solicitation to buy the investment securities of Investment Corporations or to conclude
any other financial instrument transaction contract. In making investments, investors should do so based on judgements and responsibilities of their own.
The investment units of Investment Corporations are closed-end fund investment units, whereby investment units are not redeemable at the request of investors.
Investors wishing to liquidate their investment units will in principle need to sell them to third parties. The market value of the investment units will be influenced
by investor supply and demand at securities exchanges and will fluctuate in accordance with the situation for interest rates, economic circumstances, real estate
prices, and other market factors. It is therefore possible that investors will not be able to sell the investment units at their acquisition price and, as a result, may
suffer losses.
Investment Corporations plans to make cash distributions to investors, but whether or not distributions are made and the amount of distributions thereof are notguaranteed under any circumstances. Gains or losses on the sale of real estate, losses on the disposal of fixed assets accompanying the replacement ofstructures, and other factors would cause fiscal-period income to vary greatly, which would result in change in amount of distribution to be made.
Information provided herein does not constitute any of the disclosure documents or performance reports required by the Financial Instruments and Exchange Act
or the Act on Investment Trusts and Investment Corporations or by the Securities Listing Regulations of the Tokyo Stock Exchange.
This material is to be read and used at the responsibility of customers. Investment Corporations and related persons involved in the preparation and publicationof this material will not bear any responsibility for any damage arising from the use of this material (whether for direct or indirect damage, and regardless of thecause thereof).
While every effort has been made to avoid errors and omissions regarding the information presented in this material, the material has been created as an easy
reference for customers, and the presented information may contain inaccuracies of misprints. MIRAI bears no responsibility for the accuracy. This material issubject to change/discontinuation without notice. Investment Corporations is not obliged to update or announce any of the information contained in this material(including forward-looking statements).
Investment Corporations holds the copyrights to the information appearing in this material. Copying, altering, publishing, distributing, appropriating, or displaying
this information or using it for commercial purposes without the prior approval of Investment Corporations is prohibited. Also, trademarks (trademarks, logos,
and service marks) related to MIRAI appearing in this material are owned by Investment Corporations, and copying, altering, publishing, distributing,appropriating, or reproducing such trademarks or using them for commercial purposes without the permission of Investment Corporations is prohibited.
@ Investment Corporations. All rights reserved.
Asset Manager : Mitsui & IDERA Partners Co., Ltd.
-Financial Instruments Business Operator (Director of Kanto Finance Bureau (Kinsho) No.2876)
Asset Manager : Sakura Real Estate Funds Management, Inc.
-Financial Instruments Business Operator (Director of Kanto Finance Bureau (Kinsho) No.2907)

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