March 30, 2022
FOR IMMEDIATE RELEASE
Activia Properties Inc.
21-1, Dogenzaka 1-chome, Shibuya-ku, Tokyo
Nobuhide Kashiwagi
Executive Director(Code: 3279)
Asset Management Company
TLC REIT Management Inc.
Masaoki Kanematsu
President & CEOInquiries
Kazuyuki Murayama
General Manager of Strategy Department
Activia Management Division(Tel: +81-3-6455-3377)

Notice Concerning Changes in Organizational Structure and Directorsof the Asset Management Company
Activia Properties Inc. (“API”) announces that TLC REIT Management Inc. (“TRM”), to which API entrusts its asset
management operations, made decision today on the matters below.
Details are as follows:
1.

Change in organizational structure of TRM (scheduled to be effective on April 1, 2022)(1) Establishment of the Digital Transformation Promotion Department
TRM newly establishes the Digital Transformation Promotion Department under the Corporate Management
Division and the department will succeed the duties concerning installation, maintenance and development ofinformation system and IT infrastructure, and promotion of digital transformation (DX) utilizing company’s
internal data and digital technologies, formerly performed by the Sustainability Department under the said
division (the “Change”).
(2) Organizational chart and business overview of each department of TRM
The organizational charts of TRM before and after the Change are shown below in Attachment 1.
Please see Attachment 2 for the business overview of each department after the Change.

12.

Change in directors of TRM
It was decided at the Board of Directors meeting of TRM held today to submit a resolution proposal to elect a newdirector to the shareholder of TRM to be passed as an extraordinary resolution in written form pursuant to Paragraph
1, Article 319 of the Companies Act.
(1) Newly appointed director (scheduled to be effective on April 1, 2022)
Shiho Nakagami, Director (Part-time)(Note 1) Appointment to director will be formally decided by the extraordinary written resolution of the shareholder of TRM.
(Note 2) The profile of the newly appointed director is in Attachment 3.

(2) Resigning directors (scheduled to be effective on March 31, 2022)
Masatoshi Itami, Director (Part-time)
Yasuhiro Kurokawa, Director (Part-time)

TRM makes necessary reports and other arrangements pursuant to the provisions of the Financial Instruments andExchange Act, the Building Lots and Buildings Transaction Business Law and other applicable laws and regulations.
*Website of API: https://www.activia-reit.co.jp/en/2

(Attachment 1)
TRM organizational chart
Before the change

After the change3

(Attachment 2)
Business overview of each department after the organizational structure change (Changes are underlined)
Department

Summary of duties

Strategy Department,

Matters concerning:

Activia Management

・establishment of investment policies such as asset management guideline, etc.

Divisionfor API
・establishment of management policy of assets of API・establishment of basic policies of overall portfolio and asset management
plans, etc. for API
・establishment of dividend distribution policy for API
・financing (investment units) of API
・IR and disclosure of API

Asset Management

Matters concerning:

Department, Activia

・establishment of income and expenditure plan by property (including property

Management Division

management plan) for API
・establishment of asset management plan for API
・repairs and other works of assets of API

Environmental Engineering

Matters concerning:

Department・repairs and other works of assets of the investment corporations
・due diligence and engineering support for real estate

Asset Investment

Matters concerning:

Department・collection of information related to real estate, etc. having the potential to beincorporated to the investment corporation’s portfolios
・acquisition and disposition of real estate, etc. for and of the investment
corporations
・due diligence of real estate, etc.
・operation of Acquisition Priority Review Meeting

Sustainability Department,

Matters concerning:

Corporate Management

・ESG investment

Division・environmental responsiveness of properties of the investment corporations
・operation of Sustainability Promotion Council

Digital Transformation

Matters concerning:

Promotion Department,・information system and IT infrastructure

Corporate Management

・promotion of digital transformationDivision
Finance & Accounting

Matters concerning:

Department, Corporate・establishment of financial plan for the investment corporations

Management Division

・financing (borrowings and investment corporation bonds) for the investment
corporations
・accounting and financial settlement for the investment corporations
・calculation of dividend and distribution, etc. for the investment corporations

4

Human Resources

Matters concerning:

Department, Corporate

・overall HR & labor

Management Division・in-house education and training

Corporate Planning

Matters concerning:

Department, Corporate・operation of unitholders’ meeting and board of directors of the investment

Management Divisioncorporation
・overall corporate planning and administration
・establishment and abolishment of internal rules and other various rules
・overall general affairs and administrative affairs
・operation of the Shareholders’ meeting, Board Meeting and Investment
Committee
・management and storage of important documents, seal, etc.
・supervision of information security operation・accounting and financial settlement
・crisis management

Compliance Department

Matters concerning:・supervision of establishment and implementation of basic policies related tocompliance・management of compliance with laws and ordinances・establishment of compliance program・follow-up of the law system and structure of investment trust・confirmation and management of important legal documents such as contracts
・response to and management of incidents and complaints
・response to and management of legal disputes such as lawsuits and mediation・supervision of risk management
・response to supervisory authorities
・operation of Compliance Committee

Internal Audit Department

Matters concerning:・proposal of internal audit plan・implementation of internal audit
・preparation of records of internal audit investigation, internal audit reports anddirections
・other matters related to internal audit

5(Attachment 3)
Profile of the newly appointed director
Position
Name

Brief biography
Apr.

1998

Tokyu Land Corporation

Apr.

2012

Manager, Office Building Development Department, Office BuildingDivision

Apr.

2019

Apr.

2021

General Manager, Office Building Development Department, Urban
Business Division, Urban Business Unit

Director

Shiho(Part-time)

Nakagami

Executive Manager, Business Strategy Department, Urban Business
Unit

Jun.

2021

Director (Part-time), INTEGRATED RESIDENTIAL
INFORMATION CENTER, JAPAN CO.LTD.

Apr.

2022

Director (Part-time), TLC REIT Management Inc. (scheduled to beeffective on April 1, 2022)

Apr.

2022

Director (Part-time), Tokyu Land Capital Management Inc. (scheduledto be effective on April 1, 2022)

6