March 17, 2020
For Immediate Release
Real Estate Investment Trust Securities Issuer
Sakura Sogo REIT Investment CorporationRepresentative:
Toru Sugihara, Executive Director(Code: 3473)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative:
Atsushi Kato, President and CEOInquires:
Akiko Kanno, Director and CFO
TEL: 03-5425-1340

Institutional Shareholder Services (“ISS”) Recommends Voting FOR SSR’s Unitholder Meeting Agenda Items,(#1-8) including Merger with Star Asia Investment Corp, and AGAINST All of Galaxy’s Agenda Items (#9-15)
Sakura Sogo REIT Investment Corporation (“SSR”) obtained information today that Institutional Shareholders
Services Inc. (hereinafter “ISS”), a globally recognized voting rights exercise research and advisory firm, hasissued a detailed report (hereinafter “Report”) with respect to the proposed agenda items for the SSR’s
unitholders’ meeting scheduled to be held on March 30, 2020 (the “Unitholders’ Meeting”).
It has been confirmed that within the Report, ISS has recommended to “VOTE FOR” all of the proposed
agenda items to be submitted to the Unitholders’ Meeting by SSR, including approval of the merger agreement
between SSR and Star Asia Investment Corporation (the “Merger Agreement”), and has recommended to “VOTE
AGAINST” all of the proposed agenda items submitted by GALAXY JREIT PTW LIMITED (“Galaxy”).
記
1.

Proposed Agenda Items for the Unitholders’ Meeting and ISS’s Recommendations＜Agenda Items proposed by SSR＞
Agenda Item 1
Appointment of One Executive Director
Agenda Item 2
Appointment of Two Supervisory Directors
Agenda Item 3
Partial Amendments to the Articles of Incorporation (to Change theMaximum Number of Executive Directors and Supervisory Directorsthat may be Appointed)
Agenda Item 4
Partial Amendments to the Asset Management Agreement
Agenda Item 5
Approval of Agreement on Absorption-Type Merger with Star Asia
Investment Corporation
Agenda Item 6
Termination of Asset Management Agreement (subject toconsummation of the Merger)
Agenda Item 7
Partial Amendments to the Articles of Incorporation (for change toend of fiscal period)
Agenda Item 8
Partial Amendments to the Articles of Incorporation (for change ofhead office location)＜Agenda Items Proposed by a Unitholder＞
Agenda Item 9
Dismissal of Executive Director Toru Sugihara
Agenda Item10
Appointment of One Executive Director1

FORFORFORFORFORFORFORFORAGAINSTAGAINST

Agenda Item 11
Agenda Item 12
Agenda Item13
Agenda Item 14
Agenda Item 15

Dismissal of Supervisory Director Shigeru Kaneda
Appointment of One Supervisory Director
Termination of Asset Management Agreement with Star Asia
Investment Management Co., Ltd.
Execution of Asset Management Agreement
Partial Amendment of the Articles of Incorporation(For details of each proposed agenda item, please refer to theattached “Convocation Notice of the 4th General Meeting ofUnitholders”.)

AGAINSTAGAINSTAGAINSTAGAINSTAGAINSTFor details of each proposed agenda item, please refer to the press release disclosed on March 11, 2020
entitled “Notice Concerning Convocation of General Meeting of Unitholders for Approval of the Merger
Agreement Etc.”
2. SSR’s Response Policy and Future Outlook
ISS has recommended to vote in favor of the proposal to approve the Merger Agreement, on the grounds that
STRATEGICALLY, it is most beneficial to expand the asset size and market capitalization through the merger
given the nature of the extremely competitive J-REIT market. Such an increase in market capitalization canbe expected to contribute to the expansion in the investor base as well as an increased potential for indexinclusion. Other synergies, such as cost reductions can be expected through more efficient operations, and thelowering of asset management fee rates and borrowing costs. For these reasons, ISS has recommended toexercise voting rights in favor of all of SSR’s proposed agenda items.
On the other hand, ISS has recommended to exercise voting rights against all of the agenda items proposed by
Galaxy as unitholder—the key issue being that a sale of all of the assets held by SSR which has been proposedby Galaxy undoubtedly has excessive risks and uncertainty. Furthermore, taking into consideration thecurrent market environment, the price proposed by Galaxy lacks feasibility, as well as the fact that
Galaxy/Galileo has a poor track record of maximizing unitholder returns and has lacked proper corporate
governance. and has no credibility in the market. Above all, ISS stated that Galaxy’s proposals contradict the
proposed approval of the Merger Agreement which ISS has recommended to vote in favor of.
SSR is of the view that given the fact that ISS has recommended to vote in favor of the merger between SSR
and Star Asia Investment Corporation means they have clearly understood that the Merger Agreement willcontribute to an increase in unitholders’ value, as well as providing for the multiple reasons and benefits
presented by SSR as a basis for its proposals.
As of today, there is no impact on SSR’s business performance due to the issue of the Report. Going forward,
if timely disclosure becomes necessary, such disclosure will be promptly made.
＊ Sakura Sogo REIT Investment Corporation website address:

http://sakurasogoreit.com/en/

This is an English translation of the announcement in Japanese dated March 17, 2020. However, noassurance or warranties are given for the completeness or accuracy of this English translation.

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