January 17, 2019
FOR IMMEDIATE RELEASE
Activia Properties Inc.
1-1 Minami-Aoyama 1-chome, Minato-ku, Tokyo
Kazuyuki Murayama
Executive Director(Code: 3279)
Asset Management Company
TLC REIT Management Inc.
Hiroyuki Tohmata
President & CEOInquiries
Kazuyuki Murayama
General Manager of Strategy Department
Activia Management Division(Tel: +81-3-6804-5671)

Notice Concerning Submission of Amendment to the Shelf Registration Statement
related to Issuance of Green Bonds
Activia Properties Inc. (“API”) announces that it has submitted today an amendment to the shelfregistration statement initially submitted on September 26, 2017 related to issuance of green bonds(unsecured investment corporation bonds) (“Green Bonds”) or “API Green Bonds”.
In preparation for the issuance of the Green Bonds, Sustainalytics Japan (“Sustainalytics”), a registeredissuance supporter, had received from Green Finance Organisation a notice of decision on the subsidy tobe granted by Financial Support Programme for Green Bond Issuance 2018 of Ministry of theEnvironment (Note).

(Note) “Financial Support Programme for Green Bond Issuance 2018 by Ministry of the Environment” is a program that provides
subsidies for the expenses incurred by registered issuance supporter that support firms, municipalities and other bodies
who seek to issue green bonds in granting external review, consultation on establishing a green bond framework, etc. The
requirements for the eligible green bonds are that the entire proceeds of the bonds are to be allocated for the green projects
and it satisfies all the following items at the time of issuance.
(i) The characteristics of project fall into any of the following:
1) A project that contributes mainly to domestic decarbonization (renewable energy, energy efficiency, etc.)
・ Projects for which equal to or more than half of the proceeds, or equal to or more than half of the number ofprojects is domestic decarbonization-related project.
2) A project that has high effects on decarbonization and vitalization of local economy than the specified amount･ Effects of decarbonization－Those whose subsidy amount per ton of domestic CO2 reduction is less than thespecified amount.
・ Effects of vitalization of local economy – Projects that are expected to contribute to effects on vitalization of local
economy as part of the ordinance and plan, etc. decided by the municipality, projects for which investment bymunicipalities can be anticipated, etc.
(ii) The green bond framework has to be confirmed by an external review organization for compliance with the Green
Bond Guidelines 2017 before issuance.
(iii) It is not a so-called “green-wash bond”, a green-labeled bond by which funds raised are used to projects that may
not have basically positive impact on environment or serve appropriately environmental purposes.

1.

Overview of revised shelf registration statement

API has submitted today to the Director-General of the Kanto Local Finance Bureau an amendment tothe shelf registration statement which states the issuance of the Green Bond.
Although the issuance date, amount or other conditions of Green Bonds are not determined yet, API
plans to appoint Mizuho Securities Co., Ltd. as lead manager for the issuance of the Green Bonds and1

structuring agent (Note) and discuss with them the terms and conditions of the issuance.

(Note) “Green Bond structuring agent” is one who supports the issuance of green bonds in formulation of a Green Bond
Framework and advices on acquiring second-party opinions.

2.

Purpose and background of the issuance of the Green Bond

API, along with TLC REIT Management Inc., which API entrusts its asset management operations, havebeen working to maintain the sustainability performance in the management of our properties by adopting
different measures for environmental and energy-friendliness, in collaboration with the property managers andexternal parties.
As the result of such efforts, API was selected as “Sector Leader” of Office and Retail sector in Asia for two
consecutive years in the Global Real Estate Sustainability Benchmark (GRESB) assessment conducted in2018. Also, it was recognized for five consecutive years since 2014 (participation from 2013) with“Green Star”, a title for entities highly evaluated on both the “Management & Policy” and the“Implementation & Measurement” sections, and also “5 Stars”, the highest rating, in GRESB Rating
which is a relative evaluation of the overall GRESB score among the global participants.
In addition, in GRESB Public Disclosure, which evaluates the disclosure level of ESG related
information commenced in 2017, API acquired the highest rating “A”.
GRESB is a benchmark assessment for sustainability considerations of the real estate firms andmanagement companies established by European pension funds, and utilized by major investors in Asia,
Europe and North America to select their investments.
For the details of the GRESB, please refer to “Notice Concerning the Results of GRESB Real Estate
Assessment: Selected as “Sector Leader” for two consecutive years and acquired the “Green Star” for fiveconsecutive years” released on September 21, 2018.

API also proactively promotes efforts toward green buildings through achievements of environmentalcertifications for the properties held. As of January 17, 2019, eight of API’s properties have been recognized withDBJ Green Building certification (Note 1), and six have obtained recognition for BELS (Building-Housing
Energy-efficiency Labeling System) (Note 2). In addition, 16 of our properties have been accredited byCertification for CASBEE (Comprehensive Assessment System for Built Environmental Efficiency) for Real
Estate (Note 3), and all of those properties have been awarded highest or high ratings in each evaluation.

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(Note 1) “DBJ Green Building Certification Program” is a certification of buildings with environmental and social awareness(Green Building) implemented by Development Bank of Japan Inc. (“DBJ”) based on a five-grade evaluation system (1 to5 stars) by using a comprehensive scoring model independently developed by DBJ.
(Note 2) “BELS” is a public evaluation system of energy saving capacity in non-residential structures of which evaluation criteria
were determined by the Ministry of Land, Infrastructure and Transport and is expected to provide information regarding
energy saving and promote further development of energy saving capacity in non-residential structures.
(Note 3) “CASBEE (Comprehensive Assessment System for Built Environmental Efficiency)” is a method for evaluating andrating the environmental performance of buildings as well as a comprehensive evaluation system of the environmental
performance of buildings including consideration to the surrounding landscape in addition to the aspects of environmentalload reduction such as energy and resource saving and recycling performance.

3.

Overview of Green Bond Framework(1) Use of proceeds
The proceeds of the Green Bonds will be allocated to funds for (i) acquisition of the Eligible Green Projects
which are existing or new buildings that meet the item A of the eligibility criteria defined below in (2), (“EligibleCriteria”), or (ii) refurbishments that meet the item B of the Eligible Criteria, or (iii) refinancing the existingloans/investment corporation bonds which have been allocated to acquisition of Eligible Green Projects orrefurbishments.
(2) Eligibility Criteria
A.

Eligible Green Projects
Buildings that have achieved the following top two levels of one or more of the third-party green building
certification/recertification listed below within 36 months prior to the payment date of Green Bonds or willachieve:
A or S Rank under Certification for CASBEE for Real Estate
4 or 5 Stars under DBJ Green Building Certification
4 or 5 Stars under BELS

B.

Refurbishments
Refurbishments with a primary purpose of achieving one of the following criteria and are completed within
36 months prior to the payment date of green bond or will be completed:
Refurbishments with more than 10% reduction in CO2 emissions or energy consumption
Refurbishments with more than 10% reduction in water consumption
Newly achieve the top two levels of one or more of the green building certifications listed in above Aor more than one level of star/rank improvement in such certifications

API expects that an active effort toward issuance of the Green Bonds which may lead to achievement ofhigher levels of the green certifications will contribute to further promote its sustainability initiatives. To this end,
as first J-REIT, API has set the eligible criteria with the levels of third-party green building
certification/recertification tightened to the top two levels.
(3) Management of proceeds
API extracts the Eligible Green Projects out of API’s portfolio and calculates the debts of Eligible Green
Projects by multiplying the calculable total book value of the Eligible Green Projects as of the end of thefinancial period immediately preceding each date of bond issuance (i.e. November 30, 2018, if the payment dateis today) by its LTV (Loan to Value / based on interest-bearing debt to total assets) ratio as of the end of theperiod defined above. API will then monitor to ensure that the total amount of outstanding Green Bonds does notexceed the debts of Eligible Green Projects.

3The debts of Eligible Green Projects as of November 30, 2018 is approximately 117.0 billion yen (total bookvalue of Green Eligible Projects of approximately 261.5 billion yen multiplied by LTV ratio based on total assetsof 44.8%)(Note).
(Note) Amounts are rounded down to the nearest unit.

(4) Reporting
API will disclose on its website the list of Eligible Green Projects or financed/refinanced refurbishments,
allocation status including the amount of unallocated proceeds, allocation schedule and managing method of net
proceeds of Green Bonds, total book value of Eligible Green Projects, debts of Green Eligible Projects andamount of unredeemed Green Bonds as of the end of May each year.
As long as there is an unredeemed balance of the relevant Green Bonds, API will also annually disclose thesummary, progress and levels of certifications of Eligible Green Projects. Additionally, API will annually
disclose the following indicators of Eligible Green Projects where API has energy control authority:
Energy consumption
CO2 emissions
Water consumption
Amount of industrial waste generated
4.

Review of an external entity

With respect to the eligibility of API’s Green Bond Framework (Note), it has been reviewed by Sustainalytics
which has issued a second-party opinion with regard to the credibility. For details of the second party opinion,please refer to below URL.
https://www.sustainalytics.com/wp-content/uploads/2019/01/Activia-Properties_Green-Bond-Framework-and-S
PO_Final.pdf(Note) A Green Bond Framework is eligible when it aligns with following four components of the Green Bond Principles 2018; Use ofProceeds, Process for Project Evaluation and Selection, Management of Proceeds and Reporting.

*Website of API: https://www.activia-reit.co.jp/en/4

<Reference> List of API’s Green Eligible Projects
Certifi Property-cationno.

Property name

Address

Acquisition date ofcertification

Rank

Book value
at the endof theperiod(¥ millions)(Note 1)DBJ Green Building Certification (4 or 5 Stars)
UR-1

Tokyu Plaza Omotesando
Harajuku

Shibuya, Tokyo

February 13, 2017★★★★

44,757TO-9

A-PLACE Gotanda

Shinagawa, Tokyo

February 13, 2017

★★★★

5,529

TO-11

OSAKI WIZTOWER

Shinagawa, Tokyo

February 13, 2017★★★★★

10,713

TO-12

Shiodome Building

Minato, Tokyo

March 28, 2017★★★★★

71,141-132,141

Subtotal of 4 properties

Certification for CASBEE for Real Estate (A or S Rank)
UR-3

Q plaza EBISU

Shibuya, Tokyo

March 17, 2016

A (★★★★)

8,251

UR-6

A-FLAG AKASAKA (Note 2)

Minato, Tokyo

March 27, 2017

S (★★★★★)

3,070

UR-9

A-FLAG SHIBUYA

Shibuya, Tokyo

March 27, 2017

A (★★★★)

6,358

TO-1

TLC Ebisu Building

Shibuya, Tokyo

October 1, 2018

A (★★★★)

7,289

TO-2

A-PLACE Ebisu Minami

Shibuya, Tokyo

March 17, 2016

S (★★★★★)

9,411

TO-4

A-PLACE Aoyama

Minato, Tokyo

March 17, 2016

A (★★★★)

8,615

TO-5

Luogo Shiodome

Minato, Tokyo

March 17, 2016

S (★★★★★)

4,256

TO-10

A-PLACE Shinagawa

Minato, Tokyo

November 25, 2016

A (★★★★)

3,787

TO-13

A-PLACE Ebisu Higashi

Shibuya, Tokyo

October 1, 2018

A (★★★★)

7,112

TO-14

A-PLACE Shibuya Konnoh

Shibuya, Tokyo

October 1, 2018

A (★★★★)

4,970

TO-16

A-PLACE Shinagawa Higashi

Minato, Tokyo

October 1, 2018

S (★★★★★)

18,876

Minato, Tokyo

March 27, 2017

A (★★★★)

20,921

TO-17

A-PLACE Shinbashi Ekimae(Note 3)AA-2

icot Nakamozu

Sakai, Osaka

March 27, 2017

A (★★★★)

8,137

AA-4icot Mizonokuchi

Kawasaki,Kanagawa

March 17, 2016

S (★★★★★)

2,629

AA-7

Osaka Nakanoshima Building

Osaka, Osaka

November 25, 2016

S (★★★★★)

10,970AA-9

Market Square Sagamihara

Sagamihara,Kanagawa

May 31, 2016

S (★★★★★)

4,709-129,368

Subtotal of 16 properties
Total of Eligible Green Projects

261,510(Note 1) Refers to the book value as of November 30, 2018 of each asset, rounded down to the nearest million yen.
(Note 2) Regarding the trust beneficiary co-ownership interests in A-FLAG AKASAKA, API and ORB Limited Liability Company
concluded sales contracts with the sale dates of March 1, 2019 (50% co-ownership interest) and June 3, 2019 (50% co-ownershipinterest).
(Note 3) On June 1, 2018, the property name was changed from “Shinbashi Place” to “A-PLACE Shinbashi Ekimae”. Its property numberand asset category have been also changed from UR-4 and Urban Retail properties to TO-17 and Tokyo Office properties,
respectively on the same day.

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