June 24, 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 & CEO
Inquiries
Kazuyuki Murayama
General Manager of Strategy Department
Activia Management Division(Tel: +81-3-6455-3377)

Notice Concerning Changes to Articles of Incorporation
and Appointment of Directors
Activia Properties Inc. (“API”) announces that it decided at the meeting of the Board of Directors on
June 24, 2021 to submit the following proposals regarding changes to the Articles of Incorporation andthe appointment of Directors to the 6th Unitholders’ Meeting, which is scheduled to be held on August 17,
2021.
The items described below will go into effect upon receiving approval at the Unitholders’ Meeting.

1.

Details of and reasons for changes to the Articles of Incorporation(1) API will newly establish a provision stipulating that the provision concerning deemed approval as
stipulated in Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations andArticle 14, Paragraph 1 of the Articles of Incorporation will not be applied to important proposals
such as those against which submission of a conflicting proposal is difficult due to its nature andthat could significantly impact the governance structure of the investment corporation and have an
impact on the interests of unitholders, in order to more directly reflect the intention of unitholders(related to Article 14, Sections 2 and 3 of the proposed Articles of Incorporation).
(2) In addition to the above, the Supplementary Provision that is no longer necessary will be deleted(related to Article 1 of the Supplementary Provision of the current Articles of Incorporation).
(Please refer to the attachment “Notice of Convocation of the 6th Unitholders’ Meeting” for details about thechanges to the Articles of Incorporation.)12. Details regarding the appointment of Directors
The respective terms of office of the Executive Director Kazushi Sato and the Supervisory Directors
Yonosuke Yamada and Yoshinori Ariga will expire on September 7, 2021. The proposal of theappointment of one Executive Director and two Supervisory Directors will be submitted to theUnitholders’ Meeting on August 17, 2021.
A proposal to appoint one Alternate Executive Director who will serve in the absence of the Executive
Director or when the number of Directors as prescribed by law is insufficient will be also submitted.
(1) Candidate for Executive Director and candidates for Supervisory Directors (Note 1)
Executive Director
Nobuhide Kashiwagi (New)Supervisory Director
Yonosuke Yamada (Reappointment)
Supervisory Director
Yoshinori Ariga (Reappointment)(Note1) The candidate for Executive Director will be appointed as Deputy Chief Division Officer of Activia
Management Division of TLC REIT Management Inc., the asset management company of API as ofJuly 1, 2021.

(2) Candidate for Alternate Executive Director (Note 2)
Kazuyuki Murayama (Reappointment)(Note 2) The candidate for Alternate Executive Director is the General Manager of Strategy Department,
Activia Management Division of TLC REIT Management Inc., the asset management company ofAPI.

(Please refer to the attachment “Notice of Convocation of the 6th Unitholders’ Meeting” for details about
the appointment of Directors.)

3. Schedule
June 24, 2021
July 26, 2021
August 17, 2021

Resolution to approve proposals to be submitted to the 6th Unitholders’ Meeting by
the meeting of the Board of Directors
Issue Notice of Convocation of the 6th Unitholders’ Meeting (scheduled)
The 6th Unitholders’ Meeting (scheduled)

Attachment: Notice of Convocation of the 6th Unitholders’ Meeting*Website of API: https://www.activia-reit.co.jp/en/

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July 26, 2021

To unitholders

Activia Properties Inc.
21-1 Dogenzaka 1-chome, Shibuya-ku, Tokyo
Kazushi Sato
Executive Director

Notice of Convocation of the 6th Unitholders’ Meeting
We hereby announce that we will hold the 6th Unitholders’ Meeting of Activia Properties Inc. (“API”) as follows.
From the standpoint of preventing the spread of COVID-19, unitholders are strongly requested to exercise theirvoting rights in writing in advance, and to refrain from visiting the venue on the day of the meeting regardless of theirhealth condition. After reading the Reference Documents for Unitholders’ Meeting at the end of this notice, please fillout your vote on the enclosed Voting Rights Exercise Form and return it by Monday, August 16, 2021 at 6:00PM.
In accordance with the provision of Article 93, Section 1 of the Act on Investment Trusts and Investment
Corporations, “Deemed Approval” has been set forth in Article 14 of the current Articles of Incorporation.Therefore,
unitholders who do not attend the meeting and do not exercise their voting rights through the use of the Voting Rights
Exercise Form shall be included in the number of voting rights of unitholder present and deemed to have approved
the proposals for resolution submitted at the Unitholders’ Meeting. We ask that you give due consideration to thispoint.
(Excerpt of the current Articles of Incorporation)
Article 14:
1.

Deemed Approval

Unitholders who do not attend a unitholders’ meeting and who do not exercise their voting rights are
deemed to have approved the proposals (excluding any proposals with conflicting purposes when multiple
proposals are submitted) that are submitted at such unitholders’ meeting.

2.

The number of voting rights held by the unitholders deemed to have approved the proposal pursuant to thepreceding paragraph shall be included in the number of voting rights of unitholder present.

Details
1. Time and Date
2. Venue

August 17, 2021 (Tuesday) at 1:30 PM
Shibuya Mark City Building, 12-2, Dogenzaka 1-chome, Shibuya-ku, Tokyo
Shibuya Excel Hotel Tokyu 6th Floor, Planets Room
(Please note that the venue is different from that of the previous meeting place.
Please refer to the Access Information for the 6th Unitholders’ Meeting at the endof this notice.)

3. Objectives of the Unitholders’ Meeting
Matters for resolution
Resolution proposal 1

Changes to Part of the Articles of Incorporation

Resolution proposal 2

Appointment of One Executive Director

Resolution proposal 3

Appointment of One Alternate Executive Director

Resolution proposal 4

Appointment of Two Supervisory Directors

1◎When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to the reception at thevenue.
◎In light of the state of COVID-19 infection in Japan, we will be taking measures to prevent the spread of COVID19 at the meeting. For details, please check the attached “Measures to Prevent Spread of COVID-19 Infection.”
Please note that, if the circumstances oblige us to postpone the meeting or revise the preventive measures against
the spread of COVID-19 infection, the related notice will be posted on API’s website (https://www.activiareit.co.jp/en/).
◎The “Asset Management Briefing” previously held after the unitholders’ meeting by TLC REIT Management Inc.,the asset management company of API, will not be held this time in order to shorten the stay of unitholders at thevenue. We ask for your understanding. For the management status of the asset management, presentation materials
and other latest information of the fund are available on API’s website (https://www.activia-reit.co.jp/en/).
◎When a unitholder exercises its voting rights through a proxy, it is possible for another unitholder who holds voting
rights to attend the Unitholders’ Meeting as proxy. When attending the meeting as proxy, the unitholder shallsubmit the proxy form together with the Voting Rights Exercise Form to the reception at the venue.
◎Please note that if there are any matters in the Reference Documents for Unitholders’ Meeting that need to berevised between the time the notice of the meeting is issued and the day prior to the meeting, the revised
documents will be posted on our website (https://www.activia-reit.co.jp/en/).

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Measures to Prevent Spread of COVID-19 Infection
In light of the state of COVID-19 infection in Japan, we plan to hold the 6th Unitholders’ Meeting with areduced scale to ensure the safety of unitholders and prevent the spread of COVID-19 infection at the meeting. We
ask for your understanding and cooperation.
In consideration of “Q&A Related to the Operation of General Meeting of Shareholders” released as of April 2,2020 (including subsequent updates) by the Ministry of Economy, Trade and Industry and the Ministry of Justice,
we plan to take the following preventive measures. Your understanding and cooperation would be highly
appreciated.
If the circumstances change and oblige us to revise the operational method of the meeting, we will post therevised information on API’s website (https://www.activia-reit.co.jp/en/).

(Requests to All Unitholders)・ You are entitled to exercise your voting rights at the Unitholders’ Meeting in writing. Thus, in light of ensuringsafety of unitholders, we ask you to consider refraining from coming to the venue and exercise your voting
rights in writing.
・・For those who plan to attend the Unitholders’ Meeting, we ask that you prioritize your safety and be mindful ofthe infection status of COVID-19 and the responses taken by government agencies on the day of the meeting aswell as your own health condition, and not to take the risk of attending the meeting.
We may have to postpone the meeting due to an unavoidable reason such as restriction on use of the venue, etc.
or a change in circumstances. In case of postponement, we will post the notice on our website(https://www.activia-reit.co.jp/en/).

(Requests for the Unitholders who will attend the Unitholders’ Meeting)・At the venue on the day of the meeting, the number of seats available will be limited and a sufficient number ofseats may not be available as we plan to distance seats of the unitholders and the directors and the organizing
staff. Please be advised in advance that we may be rejecting entry into the venue in the event that not enoughseats are available.
・・

Please understand that the directors and the organizing staff in attendance will be wearing face masks.
We ask the unitholders attending the meeting to wear face masks and sanitize their hands using the alcohol-・based sanitizers at reception.
Please also be advised that the unitholders attending the meeting are requested to cooperate in body temperaturechecks at reception. Those displaying symptoms such as fever or a cough, etc. before the meeting or feeling ill
during the meeting may be asked by the organizing staff to refrain from attending the meeting.

・・Unitholders who will attend the meeting are requested to come early to the venue as the reception will becrowded due to the aforementioned preventive measures.
In order to shorten the stay of unitholders at the venue, please be advised in advance that the “AssetManagement Briefing” previously held after the unitholders’ meeting by TLC REIT Management Inc., API’s
asset management company, will not be held this time. For the management status of the asset management,
presentation materials and other latest information of the fund are available on API’s website

・(https://www.activia-reit.co.jp/en/).
We may take measures other than the above as necessary in view of maintaining the order of the Unitholders’Meeting.
We appreciate greatly your understanding and cooperation for such measures that we should take due to thecurrent circumstances.

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Reference Documents for Unitholders’ Meeting
Resolutions and Other Items
Changes to Part of the Articles of Incorporation
Resolution proposal 1
1. Reasons for the changes(1) API will newly establish a provision stipulating that the provision concerning deemed approval as stipulated
in Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations and Article 14,
Paragraph 1 of the Articles of Incorporation will not be applied to important proposals such as those against
which submission of a conflicting proposal is difficult due to its nature and that could significantly impact
the governance structure of the investment corporation and have an impact on the interests of unitholders, inorder to more directly reflect the intention of unitholders (related to Article 14, Sections 2 and 3 of the
proposed Articles of Incorporation).
(2) In addition to the above, the Supplementary Provision that is no longer necessary will be deleted (related to
Article 1 of the Supplementary Provision of the current Articles of Incorporation).
2. Details of changes
Details of changes are described below.

(The changed parts are underlined)

Before change

After change (proposal)

Article 14 (Deemed Approval)
1.

Article 14 (Deemed Approval)(Omitted)1.

(Newly established)(Not changed)

2. Notwithstanding the provision of the preceding
paragraph, the provision concerning deemed
approval set forth in the preceding paragraph shallnot apply to resolution for proposals concerning thefollowing items.
(1) Dismissal of Executive Directors, Supervisory
Directors or Independent Auditors(2) Amendment to Articles of Incorporation(limited to establishment, revision or abolitionof provisions related to deemed approval)(3) Dissolution(4) Approval of termination of the asset
managementagreement
by
the
asset
management company(5) Termination of the asset managementagreement by the investment corporation

2. The number of voting rights held by the unitholders
deemed to have approved the proposal pursuant to thepreceding paragraph shall be included in the number ofvoting rights of unitholders present.

3. The number of voting rights held by the unitholders
deemed to have approved the proposal pursuant toParagraph 1 shall be included in the number ofvoting rights of unitholders present.

Chapter 9 Supplementary Provision
Article 1 (Effective Date)
1. The change in Article 3 of the Articles of Incorporation(Place where the Head Office is Located) shall take effecton the day the head office of the Investment Corporationis relocated that is to be determined at a meeting of theBoard of Directors of the Investment Corporation to beheld by December 31, 2019.
2. The change in Article 37, Section 1 (1) (Standards forpayment of Asset Management Fee to the AssetManagement Company) shall take effect on December 1,
2019.

(Deleted)4

Appointment of One Executive Director
Resolution proposal 2
The term of office of Executive Director Kazushi Sato will expire on September 7, 2021. Thus, this proposal
asks you to appoint one Executive Director. The term of office of the Executive Director to be appointed
pursuant to this proposal will be two years, starting from September 8, 2021, the date on which the Executive
Director will take office, pursuant to the provisions of the Articles of Incorporation.
This proposal regarding the appointment of one Executive Director was submitted with approval by all theSupervisory Directors at the meeting of the Board of Directors held on June 24, 2021.
The personal information and brief biography of the candidate for Executive Director are as follows.
Name(Date of birth)

Career summary and Status of Important Concurrent Positions
April 1991
April 2004
April 2006
April 2009
April 2010
July 2011

Nobuhide Kashiwagi(July 16, 1967)

October 2012
April 2016

July 2021

Tokyu Land Corporation
Manager of Urban Business Division
Manager of Asset Utilization Business Division
Manager of Asset Planning Promotion Division
Manager of Investment Management Division
Seconded to TLC Realty Management INC. (Currently TLC
REIT Management Inc.)
General Manager of Finance Department
Director, General Manager of Finance Department
Executive Manager of U.S. Project Department, Urban
Business Division, Urban Business Unit, Tokyu Land
Corporation
Seconded to Tokyu Land US Corporation
President
Deputy Chief Division Officer of Activia Management
Division, TLC REIT Management Inc. (to present)# ofinvestment
units owned

0 units

・The aforementioned candidate for Executive Director is the Deputy Chief Division Officer of Activia Management Division of
TLC REIT Management Inc., the asset management company of API. Other than that, there is no particular conflict of interests
between the candidate for Executive Director and API.
・API has executed with an insurance company Directors and Officers Liability Insurance Agreement as stipulated in Article 1163, Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment anddispute costs, etc. to be borne by the insured to a certain extent when they receive a claim for compensation for the actions they
have taken as an officer of API. When the above candidate for Executive Director assumes the office of Executive Director, hewill be included in the insured under the insurance agreement, and an insurance agreement with the same coverage will be
executed again upon the expiration of the insurance agreement.

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Resolution proposal 3

Appointment of One Alternate Executive Director

This proposal asks you to appoint one Alternate Executive Director for cases in which the Executive Director
is absent or the number of Directors prescribed by law is insufficient. The period in which the resolution on theappointment of one Alternative Executive Director in this proposal will be effective will be two years, startingfrom September 8, 2021, the date on which the Executive Director in resolution proposal 2 will take office,pursuant to the provisions of the Articles of Incorporation.
This proposal regarding the appointment of one Alternate Executive Director was submitted with approval by
all the Supervisory Directors at the meeting of the Board of Directors held on June 24, 2021.
The personal information and brief biography of the candidate for Alternate Executive Director are as follows.
Name(Date of birth)

Career summary and Status of Important Concurrent Positions
April 1992
September 2004
August 2005

Kazuyuki Murayama(April 17, 1969)

March 2012
March 2012
April 2015
July 2016
April 2017
April 2018

The Daiwa Bank, Limited. (current Resona Bank,
Limited)Sei Crest Co., Ltd.
Ernst & Young Tax Co. (current Ernst & Young Tax
Co.)Tokyu Land Capital Management Inc.
Seconded to Fund Management Department of TLC
Activia Investment Management Inc. (Currently TLC
REIT Management Inc.)
Deputy Executive Officer of Fund Management
Department
Executive Officer of Fund Management Department
General Manager of Strategy Department, Activia
Management Division, TLC REIT Management Inc.
(to present)
Executive Director of Activia Properties Inc.

# ofinvestment
units owned

0 units

・The aforementioned candidate for Alternate Executive Director is the General Manager of Strategy Department, Activia
Management Division of TLC REIT Management Inc., the asset management company of API. Other than that, there is no
particular conflict of interests between the candidate for Alternate Executive Director and API.
・The appointment of the aforementioned Alternate Executive Director to be appointed in this proposal may be withdrawn by
resolution at a meeting of the Board of Directors before the candidate assumes the office.
・API has executed with an insurance company Directors and Officers Liability Insurance Agreement as stipulated in Article 1163, Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment anddispute costs, etc. to be borne by the insured to a certain extent when they receive a claim for compensation for the actions they
have taken as an officer of API. When the above candidate for Alternate Executive Director assumes the office of Executive
Director, he will be included in the insured under the insurance agreement, and an insurance agreement with the same coverage
will be executed again upon the expiration of the insurance agreement.

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Resolution proposal 4

Appointment of Two Supervisory Directors

The respective terms of office of the Supervisory Directors Yonosuke Yamada and Yoshinori Ariga will
expire on September 7, 2021. Thus, this proposal asks you to appoint two Supervisory Directors. The term ofoffice of each Supervisory Director will be two years, starting from September 8, 2021, the date on which eachSupervisory Director will take office, pursuant to the provisions of the Articles of Incorporation.
The personal information and brief biographies of the candidates for Supervisory Directors are as follows.
No.

Name
(Date of birth)

Career summary, Position at API
and Status of Important Concurrent Positions
April 1989

1

Yonosuke
Yamada(May 2, 1959)

Registered as an attorney (Dai-ichi Tokyo Bar Association),
Nagashima & Ohno Law Firm (currently Nagashima, Ohno &Tsunematsu)
October 1989
Partner in the Yamada Law Firm
December 1994 Outside Corporate Auditor of Sanyo Trading Co., Ltd.
January 1996
Director of Denenchofufutaba Gakuen
March 2004
Corporate Auditor of Higeta Shoyu, Inc. (to present)
June 2004
Outside Corporate Auditor of Mitsubishi Logistics
Corporation (to present)
January 2005
Instructor (defense in criminal cases) at the Judicial Research
and Training Institute of the Supreme Court of JapanMay 2005
Managing Partner of Yamada, Goya, and Suzuki law offices(to present)
May 2006
Independent Committee Member of Inabata & Co., Ltd.
June 2006
Outside Corporate Auditor of Kanematsu Corporation
September 2011 Supervisory Director of Activia Properties Inc. (to present)
October 2014
Trustee of the school corporation Morimura Gakuen
December 2014 Outside Director of Sanyo Trading Co., Ltd.
December 2017 Outside Director & Audit and Supervisory Committee
Member of Sanyo Trading Co., Ltd. (to present)# ofinvestment
units owned

October1989
March 1994
October 1995

2

Yoshinori Ariga(July 19, 1964)

Chuo Shinko Audit Corporation
Registered as an accountant
Seconded to the Amsterdam office ofPricewaterhouseCoopers
September 2000 ChuoAoyama Audit Corporation
September 2004 Accountant of Ariga Yoshinori accounting office (to present)
September 2004 Sakamaki Keiji tax advisor office
January 2005
Registered as a tax advisor
September 2011 Supervisory Director of Activia Properties Inc. (to present)
January 2013
Tax Advisor of Ariga Yoshinori Tax Advisor Office (topresent)
June 2016
Outside Corporate Auditor of Achilles Corporation (topresent)

0 units

0 units

・There are no particular conflicts of interests between aforementioned candidates for Supervisory Directors and API.
・The aforementioned candidates for Supervisory Directors currently supervise the overall performance of duties of the Executive
Directors of API as its Superisory Directors.
・API has executed with an insurance company Directors and Officers Liability Insurance Agreement as stipulated in Article 1163, Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment anddispute costs, etc. to be borne by the insured to a certain extent when they receive a claim for compensation for the actions they
have taken as an officer of API. When the above candidates for Supervisory Directors assume the office of Supervisory
Directors, they will be included in the insured under the insurance agreement, and an insurance agreement with the same
coverage will be executed again upon the expiration of the insurance agreement.

7

Other Reference Matter
Where there are conflicting proposals among the proposals submitted to the Unitholders’ Meeting, “Deemed
Approval” prescribed in Article 93, Section 1 of the Act on Investment Trusts and Investment Corporations andArticle 14 of the Articles of Incorporation shall not be applied. Resolution proposals 1, 2, 3 and 4 described above are
not considered to be conflicting proposals.

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Access Information for the 6th Unitholders’ Meeting
Venue Shibuya Mark City Building, 12-2, Dogenzaka 1-chome, Shibuya-ku, Tokyo
Shibuya Excel Hotel Tokyu 6th Floor, Planets Room
TEL

+81-3-5457-0109

Access Information
JR Yamanote Line, Saikyo Line and Shonan-Shinjuku Line
Tokyo Metro Ginza Line, Hanzomon Line and Fukutoshin Line
Tokyu Toyoko Line and Tokyu Den-en-toshi Line

Shibuya Station

Directlyconnected

Keio Inokashira Line・Please take a private elevator at Shibuya Excel Hotel Tokyu to the 6th Floor from the 1st or 3rd Floor.
・Please use the public transportations since we do not arrange the car parking space.
・Please hand in the enclosed Voting Rights Exercise Form to the reception at the venue (6F).

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