February 18, 2020
For Immediate Release
Real Estate Investment Trust Securities Issuer
Star Asia Investment Corporation
Representative: Atsushi Kato, Executive Director(Code: 3468)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative: Atsushi Kato
President and CEO
Contact: Akiko Kanno
Director and CFO
TEL: +81-3-5425-1340

Notice Regarding Signing of the Asset Management Agreement between Sakura Sogo REIT (SSR) and Star AsiaInvestment Management Co., Ltd. (SAIM) strong Organizational Changes Being Implemented and InternalRules Being Established at SAIMStar Asia Investment Management Co., Ltd. (the “Asset Manager”) , the asset manager for Star Asia Investment
Corporation (hereinafter “SAR”) , at its meeting of the Board of Directors held today, resolved to (1) enter into an
Asset Management Entrustment Agreement (hereinafter the “Agreement”) with Sakura Sogo REIT Investment
Corporation (hereinafter “SSR”) , and (2) to implement strong organizational changes in order for the AssetManager to be entrusted with the asset management of two listed investment corporations, namely SAR and SSR,
and to establish and revise related internal rules. Details are described below.

１． Signing of the Agreement(1) Reason for signing of the Agreement
The Agreement will be entered into between SSR and the Asset Manager, in accordance with theresolution passed at SSR’s General Meeting of Unitholders held on August 30, 2019.
(2) Contents of the Agreement
1. Agreement Signing Date: February 18, 2020
2. Scheduled Effective Date of the Agreement: March 1, 2020
3. General Overview of SSR
Name
Sakura Sogo REIT Investment Corporation
Location

3-8-11, Kudan Minami, Chiyoda-ku, Tokyo

Name of Executive Director

Toru Sugihara

Date of Incorporation

April 1, 2016

Total Number of Issued andOutstanding Investment Units

333,001 units(see Note 1)
Total Unitholders’ Capital

29,254 million yen

Fiscal Period-Ends

June and December1

Main Assets Under Management

Real estate and real estate beneficial interests in trust

Large Unitholders

The Master Trust Bank of Japan, Ltd. (Trust account)

7.6%

and Holdings Ratios

Japan Trustee Services Bank, Ltd. (Trust account)

6.2%(See Note 1)

Lion Partners Godo Kaisha

3.6%

The Nomura Trust and Banking Co., Ltd.

3.1%

(Investment trust account)
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)
Net Assets

30,140 million yen

Total Assets63,389 million yen

3.0%

Relationship between SSR and SAR / Asset Manager
Capital Relationships

There are no capital relationships required to be disclosed.

Personal Relationships

While there is no personal relationship between SAR and SSR which
require disclosure, it should be noted that Toru Sugihara, Executive
Director of SSR, is an employee of the Tokyo Branch of Star Asia
Management Japan Ltd., a subsidiary of Star Asia Management Ltd.,
with which SAR and the Asset Manager as SAR’s asset managementcompany, have each executed asponsor support agreement.

Business RelationshipsThere is no business relationship between SAR and SSR required tobe disclosed. However, it is worth to note that the Asset Manager
entered into an asset management agreement with SSR dated
today, and is expected to become the asset management company
of SSR effective from March 1, 2020.

Status as Related Party

SSR is not a related party from SAR’s perspective, however, theAsset Manager is expected to become the asset managementcompany for SSR effective from March 1, 2020.

(Note 1) The figures stated are as of June 30, 2019.

２． Organizational Changes at the Asset Manager, and New Establishment of and Amendments to Internal Rules.
(1) Reason for the organizational changes and the new establishment of and changes to internal rules.
The Asset Manager, pursuant to the Agreement, is scheduled to be entrusted with SSR’s asset
management commencing from March 1, 2020, and therefore, from the same date, the Asset Manager will
be entrusted with asset management from two listed investment corporations, SAR and SSR. As such, theAsset Manager will move to an organizational structure which will allow for it to engage in asset
management to maximize the interests of the unitholders for each of SAR and SSR, as described below.
(2) Asset Manager’s Organizational Chart effective from March 1, 2020
➢ As from March 1, 2020, as described in the organizational chart below, the SSR Investment
Management Division will be newly established to be responsible for asset management of SSR, anda wall will be installed between it and the SAR Investment Management Division (as of today, thename of the division is “Investment Management Division” however the name will be changed to“SAR Investment Management Division” effective from March 1, 2020) which handles asset
management of SAR. in order to implement Strict information isolation measures so thatmanagement related information cannot be mutually accessed on the systems.
➢ A director of the Asset Manager who has the necessary experience, track record, and requisite2➢qualifications will be appointed as the head of the newly established SSR Investment Management
Division, and the SSR Investment Management Division shall be in charge of SSR’s assetmanagement. For details, please refer to “Notice Concerning Transfer of Important Employee at theAsset Management Company” released today.
Staff in the SSR Investment Management Division and staff in the SAR Investment ManagementDivision may not hold positions concurrently in both divisions at the same time.

＜Organizational Chart＞(3) General description of the internal rules to be newly established or internal rules to be amended in linewith the changes to be made to the organizational structure.
1. Formulation of Allocation Rules related to the Acquisition of Properties.
“Property Information Handling Rules” have been newly established as rules prescribing themethod of allocation of information related to property acquisitions to the two investment
corporations while avoiding conflicts of interest, upon being entrusted with the asset managementof two investment corporations. A general overview is provided below.
<Allocation Rules for Property Information (General Overview)>a) Property information which has been obtained by the Asset Manager shall be registered at
the Finance Management Division, and managed in a consolidated manner.
b) If the year of completion (under the western calendar) under the register of registeredproperty is an even number, the SSR Investment Management Division will consider
acquisition of such property, and if the year of completion is an odd number, the SAR
Investment Management Division will consider acquisition. If multiple properties are being

3c)

2.

sold by a single seller at the same time, the allocation of all of such properties shall be
determined based on the year of completion (under the western calendar) of the oldest
property in such property portfolio.
If as a result of consideration by the respective divisions, such division decides to not proceedwith the acquisition, such fact shall be reported to the Finance Management Division, andthe Finance Management Division shall provide the information to the other investment
management division.

Changes to the Asset Manager’s decision-making process flow etc.
With respect to the decision-making process flow related to the acquisition and management ofproperties at the two investment corporations, the following changes will be made from theperspectives of information isolation and prevention of conflict of interests.
<Changes to the decision-making process flow at each of the meeting bodies of the Asset Manager(General Overview) >a) At the Investment Committee, when either one of the Investment Management Divisions
puts up on the agenda for discussion an investment management-related topic, members of
the Investment Committee who belong to the Investment Management Division of the otherinvestment corporation may not participate in such discussions, and shall have no votingrights.
b) Also, at the Compliance Committee and the Meeting of the Board of Directors, when either
one of the Investment Management Divisions puts up on the agenda for discussion aninvestment management-related topic, committee or board members who belong to theInvestment Management Division of the other investment corporation may not participate insuch discussions.

３． Effects on Status of Asset Management
The above-mentioned matters have no effect on the status of asset management of SAR’s 9th Period (February1, 2020- July 31, 2020), and there are no changes to the forecast of the status of asset management. With
respect to the summary financial report (kessan tanshin) for SAR’s 8th Period (August 1, 2019 – January 31,2020), it is scheduled to be disclosed on March 13, 2020.

４． Others
As announced in the press release “Notice Concerning Execution of Memorandum of Understanding Regarding
Merger with Sakura Sogo REIT Investment Corporation” dated January 30, 2020, SAR and SSR have entered intoa Memorandum of Understanding (MOU) related to the merger. If any matters arise which require disclosure inthe future, such disclosure will be promptly made.
END＊ Star Asia Investment Corporation website address: http: //starasia-reit.com

This is an English translation of the announcement in Japanese dated February 18, 2020. However, no assurance orwarranties are given for the completeness or accuracy of this English translation.

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