July 21, 2015

To our unitholders
16-3 Dogenzaka 1-chome, Shibuya-ku, Tokyo

Activia Properties Inc.
Executive Director: N a r i a k i H o s o i

Notice of Convocation of the 3rd Unitholders’ Meeting
We hereby announce and request your attendance at the 3rd Unitholders’ Meeting of Activia Properties Inc.
(hereinafter referred to as the “Investment Corporation”), which will be held as follows.
Unitholders who are unable to attend on the day of the meeting may exercise their voting rights in writing.
Unitholders who wish to exercise their voting rights in writing should refer to the Reference Documents for theUnitholders’ Meeting at the end of this notice. After reading the Reference Documents, please fill out your voteon the enclosed Voting Rights Exercise Form and return it by Monday, August 10, 2015 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 Section 1 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 deemed to have approved the proposals for resolution submitted at
the Unitholders’ Meeting. We ask that you give due consideration to this point.
Article 14, Section 1:

Deemed Approval

Unitholders who do not attend the 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 the unitholders’ meeting.
Details
1. Time and Date
2. Venue

August 11, 2015 (Tuesday) at 10:00 AM
7-2 Marunouchi 2-chome, Chiyoda-ku, Tokyo
JP Tower Hall & Conference (KITTE 4th Floor)
Hall 1 and Hall 2(Please refer to the Access Information at the end of this notice)－ 1 －3. Objectives of the Unitholders’ Meeting
Matters for Resolution
Resolution proposal 1

Changes to Part of the Articles of Incorporation (Part 1)

Resolution proposal 2

Changes to Part of the Articles of Incorporation (Part 2)

Resolution proposal 3

Appointment of One Executive Director

Resolution proposal 4

Appointment of One Alternate Executive Director

Resolution proposal 5

Appointment of Two Supervisory Directors◎When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to thereception at the venue.
◎Following the conclusion of the Unitholders’ Meeting, TLC Activia Investment Management

Inc., the Asset Management Company of the Investment Corporation, will hold a briefing
session on the status of the managed assets. The briefing will be held at the same venue.
◎Because it is possible for a unitholder who holds voting rights to attend the Unitholders’Meeting as a proxy, when attending the meeting as a proxy, the unitholder shall submit theproxy 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 the Unitholders’Meeting that need to be revised between the time the notice of the meeting is issued and the
day prior to the meeting, the revised information will be posted on our website(http://www.activia-reit.co.jp/english).

－ 2 －Reference Documents for Unitholders’ Meeting
Resolutions and Other Items
Changes to Part of the Articles of Incorporation (Part 1)
Resolution proposal 1
1. Reasons for the changes(1)
The address of the head office of the Investment Corporation will be changed from Shibuya-ku, Tokyo to
Minato-ku, Tokyo as of the date of relocation of the head office of the Investment Corporation, which is
to be decided at a Board of Directors meeting of the Investment Corporation that will be held byDecember 31, 2015 (related to Article 3 of the Articles of Incorporation and Article 1 of the
Supplementary Provisions).
(2)
In response to the amendment of the Act on Investment Trusts and Investment Corporations that went into
effect on December 1, 2014 (hereinafter referred to as the “Act”), the Articles of Incorporation will berevised as follows.
(i) The Act stipulates that an investment corporation may specify in its Articles of Incorporation that it
may convene a unitholders’ meeting on or after a certain date without delay in order to enable theomission of a public notice from the procedures for the convocation of the Unitholders’ Meeting. In
accordance with the stipulation of the Act, the Investment Corporation has specified August 15 as thedate. However, the Investment Corporation will change the date to July 25, taking into accountpreparations for holding the Unitholders’ Meeting, the time of convocation, and other matters (related
to Article 9, Section 2 of the Articles of Incorporation).
(ii)
In light of newly established Article 99, Paragraph 2 of the Act and the amendment of Article 101,
Paragraph 2 of the Act, a new article will be established (related to Article 17, Section 2 of the Articles ofIncorporation) that makes it possible to extend or shorten the term of office of executive directors andsupervisory directors within the limit specified by laws and regulations by a resolution at the unitholders’meeting.
(3)
In response to the amendment of the Ordinance for Enforcement of the Act on Investment Trusts andInvestment Corporations (hereinafter referred to as the “Ordinance for Enforcement of the Act”), therelevant articles will be revised to clarify that the purpose of the Investment Corporation is to manage its
assets by investing them mainly in real estate and other assets (meaning real estate, rights of lease of realestate, superficies rights, and beneficial interests of trusts in which only these assets are entrusted out of
those assets specified by the Ordinance for Enforcement of the Act). Also, in association with thisrevision, the related words and phrases will be revised (related to Article 27, Article 28, Section 1, andArticle 29, Section 1 of the Articles of Incorporation).
(4)
In association with the addition of assets that fall under specified assets as a result of the amendment of theOrdinance for Enforcement of the Act, the necessary provisions will be organized and the related words
and phrases will be revised (related to Article 29, Section 2 and Section 3 of the Articles ofIncorporation).
(5)
In association with the amendment of the Ordinance for Enforcement of the Act on Special Measures
Concerning Taxation, provisions that are no longer necessary will be revised (related to Article 28,
Section 4 of the Articles of Incorporation).
(6)
In association with the amendment of the Act and the Act on Special Measures Concerning Taxation, etc. in
relation to the problem of differences between the handling of accounting and taxes at investment
corporations, some articles will be revised so that money in excess of the profits can be distributed for the
purpose of reducing the burden of taxation at the Investment Corporation, (related to Article 35 of the
Articles of Incorporation).
(7)
To clarify that expenses for issuing subscription rights to investment units will be incurred by theInvestment Corporation, the corresponding provisions will be revised (related to Article 39, Section 2 of
the Articles of Incorporation).
(8)
In addition to the subjects above, to stipulate the chair of the board of directors meeting at the board of
directors meeting, to simplify the by lows, and to clarify the details of provisions and delete provisions
that are no longer necessary because a certain business period has come to an end or for some otherreason, the necessary expressions will be changed and clarified, the words and phrases will be revised,
and the provisions will be organized (related to Article 5, Article 20, Section 1, Article 23, Article 34,－ 3 －and Article 41, Section 3 of the Articles of Incorporation).

－ 4 －2. Details of changes
Details of changes are described below.
(The changed parts are underlined)
Before change

After change (proposal)

Article 3 (Place where the Head Office is Located)

Article 3 (Place where the Head Office is Located)

The Investment Corporation shall have its head office at

The Investment Corporation shall have its head office

Shibuya-ku, Tokyo.

at Minato-ku, Tokyo.

Article 5 (Redemption of Investment Units upon the Request

Article 5 (Redemption of Investment Units upon theUnitholders and the Acquisition of Own Units Based

Request of Unitholders and the Acquisition of

on the Consent)

Own Investment Units Based on the Consent ofUnitholders)

1.-2. (Omission)

1.-2. (Not changed)

Article 9 (Meeting and Convocation)
1.

Article 9 (Meeting and Convocation)(Omission)

1.

(Not changed)

2. The Investment Corporation’s unitholders’ meeting shall

2. The Investment Corporation’s unitholders’ meeting

be convened on or after August 15, 2015 without delay,

shall be convened on or after July 25, 2017 without

and on or after August 15 every two years without delay.

delay, and on or after July 25 every two years

The Investment Corporation shall also convene a

without delay. The Investment Corporation shallunitholders’ meeting when necessary.

also

conveneaunitholders’meeting

whennecessary
3.-4. (Omission)

3.-4. (Not changed)

Article 17 (Appointment and Term of Office of Executive

Article 17 (Appointment and Term of Office of

Directors and Supervisory Directors)
1.

Executive Directors and Supervisory Directors)(Omission)

1.

(Not changed)

2. The term of office of executive directors and supervisory

2. The term of office of executive directors anddirectors shall be two years after taking office; provided,

supervisory directors shall be two years after

however, the term of office of an executive director or ataking office; provided, however, that this shall notsupervisory director who was appointed as a substitute or

preclude executive directors and supervisory

an addition shall be the same as the remaining period of

directors from extending or shortening their term

the predecessor or the incumbent.

of office within the limit specified by laws andregulations by a resolution at the unitholders’meeting. In addition, the term of office of an
executive director or a supervisory director who
was appointed as a substitute or an addition shallbe the same as the remaining period of thepredecessor or the incumbent.

3.

(Omission)

3.

－ 5 －

(Not changed)

Before change

After change (proposal)

Article 20 (Convocation)

Article 20 (Convocation)

1. Unless otherwise stipulated by laws and regulations, when

1. Unless otherwise stipulated by laws and regulations,

there is one executive director, that executive director

when there is one executive director, that executive

shall convene a meeting of the Board of Directors anddirector shall convene a meeting of the Board ofact as the chairman of the meeting. When there are two

Directors. When there are two or more executive

or more executive directors, one of the executive

directors, one of the executive directors shalldirectors shall convene a meeting of the Board ofconvene a meeting of the Board of Directors in

Directors and act as the chairman of the meeting inaccordance with the order previously determinedaccordance with the order previously determined by theby the Board of Directors.

Board of Directors.
2.

(Omission)

2.

(Not changed)

3.

(Omission)

3.

(Not changed)

Article 23 (Appointment of Independent Auditor)

Article 23 (Appointment of Independent Auditor)

An independent auditor shall be appointed by a unitholders’

An independent auditor shall be appointed by ameeting; provided, however, that in accordance with theresolution at a unitholders’ meeting, unless otherwise

provisions stipulated in laws and ordinances, this shall notprovided for by laws and regulations.

apply to independent auditors who are deemed to have been
appointed at the time the Investment Corporation wasestablished.
Article 27 (Basic Asset Management Policy)

Article 27 (Basic Asset Management Policy)

The basic asset management policy of the Investment

The basic asset management policy of the Investment

Corporation shall be to maximize the value of unitholders by

Corporation shall be to maximize the value of

securing stable revenue and steadily growing assets underunitholders by securing stable revenue and steadily

management over the medium and long term throughgrowing assets under management over the medium

continuous investment in real estate, etc. (as defined inand long term through continuous investment, with the

Article 29, Section 1 (2)) and real estate-backed securities

aim of investing assets primarily in real estate and(as defined in Article 29, Section 1 (3)) (real estate, etc. andother assets (meaning real estate, rights of lease of real

real estate-backed securities shall hereinafter be collectively

estate, superficies rights, and beneficial interests ofreferred to as “Real Estate-related Assets).

trusts in which only these assets out of those assets
specified by the Ordinance for Enforcement of the Act(Prime Minister’s Office Ordinance No. 129 of 2000,
and including the subsequent amendments) are
entrusted. The same shall apply hereinafter).

Article 28 (Investment Stance)

Article 28 (Investment Stance)

1. The Investment Corporation shall invest primarily in Real

(Deleted)

Estate-related Assets.
2.

(Omission)

1.

(Not changed)

3.

(Omission)

2.

(Not changed)－ 6 －Before change

After change (proposal)

4．The allocation rate of assets acquired by the Investment

3 ． The allocation rate of assets acquired by the

Corporation shall be based on the policies described in

Investment Corporation shall be set at 75(1) and (2) below.

hundredths or more of the sum of the values of the(1) The Investment Corporation shall set the percentage of

specifiedassets

owned

by

the

Investment

the sum of values of the specified assets owned by

Corporation made up by the sum of values of

the Investment Corporation made up by the sum of

specifiedthe values of specified real estate (meaning real

superficies or rights of lease, rights of real estate,estate, superficies or rights of lease, rights of real

ownership of real estate, or beneficial interests ofestate, ownership of real estate, or beneficial interests

trusts in which superficies, rights of lease, or rightsof trusts in which superficies, rights of lease, or rightsof land are entrusted).

realestate(meaning

realestate,of land are entrusted) at 75 hundredth or more.
(2) The Investment Corporation shall set the percentage of(Deleted)

the total value of the assets it owns made up by thevalue of real estate, etc. specified by Article 22-19 of
the Ordinance for Enforcement of the Act on Special
Measures Concerning Taxation (the Finance Ministry
Ordinance No. 15 of 1957, and including thesubsequent amendments) at 70 hundredth or more.
Article 29 (Investment Types, Objectives, and Scope of Assets)

Article 29 (Investment Types, Objectives, and Scope of

1. The Investment Corporation shall invest mainly in the

1. The Investment Corporation shall invest in thespecified assets described below in accordance with thespecified assets described below in accordancebasic policies set forth in Article 27. If securities thatwith the basic policies set forth in Article 27. If

must indicate rights are not issued with respect to thesecurities that must indicate rights are not issued

Assets)rights that must be indicated on securities provided for inwith respect to the rights that must be indicated on

Article 2, Paragraph 2 of the Financial Instruments andsecurities provided for in Article 2, Paragraph 2 of

Exchange Act (Act No. 25 of 1948, including thethe Financial Instruments and Exchange Act (Actsubsequent amendments, and hereinafter referred to as

No. 25 of 1948, including the subsequent

the “Financial Instruments and Exchange Act), theamendments, and hereinafter referred to as theprovision of this paragraph shall be applied by regarding“Financial Instruments and Exchange Act), thethe rights as the securities (the same shall apply

provision of this paragraph shall be applied byhereinafter in Paragraph 2 and Paragraph 3 of thisregarding the rights as the securities (the same shallarticle).

apply hereinafter in Paragraph 2 and Paragraph 3(1)-(2) (Omission)(1)-(2) (Not changed)of this article).

－ 7 －Before change

After change (proposal)(3) Securities described below whose purpose is to invest(3) Securities described below whose purpose is tothe amount of more than half of the underlying assets

invest the amount of more than half of thein real estate, etc. (hereinafter collectively referred tounderlying assets in real estate, etc. (hereinafter

as “Real Estate-backed Securities”).

collectively referred to as “Real Estate-backed
Securities,” and real estate, etc. and Real
Estate-backed Securities shall hereinafter becollectively referred to as “Real Estate-related
Assets”).

①-⑥
2.

①-⑥

(Omission)(Omission)2.

(1)-(15) (Omission)(Not changed)(Not changed)(1)-(15) (Not changed)(Newly established)(16) Renewable energy power generation facilities(meaning those specified in the Ordinance for
Enforcement of the Act).

3.

(Omission)

3.

(Not changed)(1)-(3) (Omission)(1)-(3) (Not changed)(4) Movable (meaning those specified in the Civil Code(4) Movable (meaning those specified in the Civil(Act No. 89 of 1896, and including the subsequent

Code (Act No. 89 of 1896, and including theamendments)).

subsequent amendments) and excluding thosethat are classified as renewable energy power
generation facilities).

(5)-(10) (Omission)
4.

(5)-(10) (Not changed)(Omission)

4.

Article 34 (Fiscal Period End)

(Not changed)

Article 34 (Fiscal Period End)The business periods of the Investment Corporation shall be

The business periods of the Investment Corporationfrom June 1 to the last day of November every year, andshall be from June 1 to the last day of November every

from December 1 to the last day of May in the following

year, and from December 1 to the last day of May inyear (the last day of each business period shall hereinafter be

the following year (the last day of each business period

referred to as the “Fiscal Period End”); provided, however,shall hereinafter be referred to as the “Fiscal Periodthat the first business period of the Investment CorporationEnd”).

shall be from the date on which the Investment Corporation
was established to the last day of May 2012.

－ 8 －Before change

After change (proposal)

Article 35 (Distribution Policy)
1.

Article 35 (Distribution Policy)(Omission)

1．

(1) The distributable amount that is generated from the(Not changed)(1) The distributable amount that is generated frominvestment, etc. of assets under management of thetheInvestment Corporation (hereinafter referred to as the

management of the Investment Corporation

investment,

etc.

of

assetsunder“Distributable Amount) shall mean the amount of(hereinafter referred to as the “Distributableprofit that is calculated at each Fiscal Period End in

Amount) shall mean the amount of profit that isaccordance with the Act and corporate accounting

calculated at each Fiscal Period End in

standards that are generally accepted as fair andaccordance

with

the

Act

and

corporate

appropriate (meaning the amount that is obtained byaccounting

standards

that

are

generally

subtracting the sum of the total amount of

accepted as fair and appropriate.

investment, investment surplus, and valuation andtranslation adjustments, etc. from the amount of net
assets on balance sheets).
(2) The amount distributed shall be determined by the(2) The amount distributed shall be determined by

Investment Corporation as the amount to be

the Investment Corporation as the amount to be

distributed in excess of the amount equal to 90

distributed in excess of the amount equal to 90

hundredths of the Distributable Amount of thehundredths of the Distributable Amount of theInvestment Corporation that is provided for in Article

Investment Corporation that is provided for in

67-15 paragraph 1 (hereinafter referred to as the

Article 67-15 paragraph 1 of the Act on Special“Special Provision of Taxation on Investment

Measures Concerning Taxation (Act No. 26 ofCorporations”) of the Act on Special Measures

1957,

and

includingthesubsequent

Concerning Taxation (Act No. 26 of 1957, andamendments)(however,theDistributable

including the subsequent amendments) (however, theAmount shall be the limit). The Investment

Distributable Amount shall be the limit). From the

Corporation may accumulate, reserve, orDistributable Amount, the Investment Corporation

otherwise take from the Distributable Amount a

may accumulate a long-term reserve for repairs, along-term reserve for repair, a reserve forreserve for payment, a Distributable Amount that was

payment, a Distributable Amount that was not

not distributed, and other similar reserves anddistributed, and other similar reserves andallowances, etc. that are deemed necessary toallowances, etc. that are deemed necessary tomaintain assets under management or improve theirmaintain assets under management or improvevalue.
(3)

their value, as well as other necessary amounts.

(Omission)

(3)

－ 9 －

(Not changed)

Before change

After change (proposal)

2. Optimal Payable Distribution

2. Optimal Payable Distribution

If the Investment Corporation deems it appropriate in

If the Investment Corporation deems it appropriate

light of the economic circumstances, trends in the real-in light of the economic circumstances, trends inestate market, trends in the rental market, or otherthe real estate market and rental market, etc., thefactors, it may make a cash distribution in excess of thestatus of assets owned, and the financial situation,

distributable amount by adding the amount stipulated in

etc., or if it is possible to curb the generation oftheTrustscorporate taxes, etc. at the Investment Corporation,

Association, Japan (general incorporated association) to

it may make a cash distribution in excess of thethe distribution amount described in (2) of the preceding

Distributable Amount by adding the amountsection. In addition, in the case above, if the amount of

stipulated

the cash distribution does not satisfy the requirements for

Investment Trusts Association, Japan (general

the special

incorporated

rules

prescribed

taxation

by

rules

The

Investment

relatedtoinvestment

corporations as stipulated in laws and regulations, the

in

the

rules

association)prescribed
to

the

by

The

Distribution

Amount described in (2) of the preceding section.

Investment Corporation may make a cash distribution for
the amount determined by the Investment Corporation
with the aim of satisfying the relevant requirements.
3.-4.

(Omission)

3.-4. (Not changed)

Article 39 (Burden of Expenses)

Article 39 (Burden of Expenses)

1.

(Omission)

1.

2.

(Omission)

2.

(Not changed)(Not changed)(1) Expenses for the issue, listing, and the maintenance of(1) Expenses for the issue, listing, and thelisting investment units (including expenses for the

maintenance of listing investment units andpreparation, printing, and delivery of certificates)

subscription

rightstoinvestment(including

expenses

for

the

units

preparation,

printing, and delivery of certificates)(2)-(12) (Omission)(2)-(12) (Not changed)

Article 41 (Entrustment of the Management, Custody, andArticle 41 (Entrustment of the Management, Custody,

Other Asset-Related Operations and Office Work)and Other Asset-Related Operations and Office
Work)

1.

(Omission)

1.

(Not changed)

2.

(Omission)

2.

(Not changed)－ 10 －

Before change

After change (proposal)

3．Of the office work to be entrusted after the Investment(Deleted)

Corporation is established, for office work related to theoffering of investment units and investment corporation
bonds issued by the Investment Corporation, office work
related to entering a name change of investment
corporation bonds issued, office work related to the issue
of investment securities and investment corporation
bonds, and office work related to investment corporation
bondholders (meaning the office work described in the
Ordinance for Enforcement of the Act on Investment
Trusts and Investment Corporations (Prime Minister’s
Office Ordinance No. 129 of 2000, and including thesubsequent amendments), a trustee of general office
work shall be determined at a Board of Directors meeting
when necessary each time such work is offered, and ageneral office work service agreement shall beconcluded.
Chapter 9 Supplementary Provisions

Chapter 9 Supplementary Provisions

Article 1 (Effective Date)

Article 1 (Effective Date)

1. The amendment related to the newly established Article 5,

The change in Article 3 of the Articles ofSection 2 shall go into effect on the day the amended Act

Incorporation (place where the head office is located)on Investment Trusts and Investment Corporations,shall go into effect on the day the head office of thewhich permits investment corporations to acquire its

Investment Corporation is relocated. This date is to beunits with compensation through an agreement withdecided at a Board of Directors meeting of theunitholders, is implemented.

Investment Corporation to be held by December 31,
2015.

2. The amendment related to the newly established Article 9,Section 3 shall go into effect on the day the amended Act
on Investment Trusts and Investment Corporations,which permits the omission of a public announcement in
the procedures for convening a unitholders’ meeting, isimplemented.

－ 11 －

Changes to Part the of Articles of Incorporation (Part 2)
Resolution proposal 2
1. Reasons for the changes(1)
In the calculation of the asset management fee II, the number of own investment units will be excluded
from the total number of investment units outstanding to clarify the handling of own investment units
which the Investment Corporation acquired and owns. Adjustment regulations will be added to clarify thehandling of own investment units in the event investment units are consolidated or split (related to
Article 37, Section 1 (1) 2 of the Articles of Incorporation).
(2)
In the calculation of the acquisition fee, words and phrases will be added to clarify that there is a case inwhich the Investment Corporation will inherit assets from an investment corporation that will become
the other party of a merger with some other investment corporation (related to Article 37, Section 1 (2)of the Articles of Incorporation).
(3)
To avoid making an adjustment to the time of payment of the acquisition fee and the disposition fee
according to the business period, words and phrases will be deleted (related to Article 37, Section 1 (2)and (3) of the Articles of Incorporation).
(4)
In addition to the items above, to clarify the details of provisions and delete provisions that are no longer
needed because a certain business period has ended, necessary revisions and changes will be made toexpressions, words and phrases etc. (related to Article 37, Section 1 (1)  and  of the Articles ofIncorporation).

－ 12 －

2. Details of changes
Details of changes are described below.
(The changed parts are underlined)
Before change

After change (proposal)

Article 37 (Standards for the Payment of Asset Management Fee

Article 37 (Standards for the Payment of Assetto the Asset Manager)
1.

Management Fee to the Asset Manager)(Omission)
(1)
①

1.

(Omission)(Not changed)(1)①

Asset Management Fee I(Not changed)
Asset Management Fee I

Asset Management Fee I does not apply to the first

The Investment Corporation shall set the

fiscal period. For the second fiscal period andamount that is obtained by multiplying thethereafter, the Investment Corporation shall set theamount of total assets stated on the balance

amount that is obtained by multiplying the amountsheet at the Fiscal Period End of theof total assets stated on the balance sheet at theimmediately preceding fiscal period of the

Fiscal Period End of the immediately preceding

Investment

Corporation

fiscal period of the Investment Corporation

separately

agreed(however, the fiscal period shall be the fiscal period

management company, with a maximum of

to which the date of listing belongs) (the date of

0.4% (annual rate) (the amount shall belisting shall mean the date when investment units ofcalculated based on the actual number of

the Investment Corporation were listed on thedays in each fiscal period on a pro-rate

Tokyo Stock Exchange, and the same shall apply

basis, with one year being 365 days, andhereinafter) by the rate separately agreed to with therounded off to the nearest one yen) as

asset management company, with a maximum of

Asset Management Fee I.

0.4% (annual rate) (the amount shall be calculated

The Investment Corporation shall pay thebased on the actual number of days in each fiscal

asset

period on a pro-rate basis, with one year being 365

Management Fee I for each fiscal period bydays, and rounded off to the nearest one yen) as

the Fiscal Period End.

Asset Management Fee I.
The Investment Corporation shall pay the asset
management company Asset Management Fee I for
each fiscal period by the Fiscal Period End(however, for the fiscal period to which the date oflisting of the Investment Corporation belongs, AssetManagement Fee I shall be paid without delay after
the amount of total assets on the balance sheet at the
Fiscal Period End of the fiscal period is fixed).

－ 13 －

tomanagement

by

the

rate

with

the

asset

companyAssetBefore change②

After change (proposal)②

Asset Management Fee II

Asset Management Fee II

Asset Management Fee II for the first fiscal period

For fiscal periods, Asset Management Fee

shall be zero. From the second fiscal period andII shall be the amount (disregarding any

onward, Asset Management Fee II shall be theamount (disregarding any amount below one yen) thatis calculated by multiplying the amount, which isamount below one yen) that is calculated
by multiplying the amount, which is
obtained by dividing the distributableamount before the deduction of Assetobtained by dividing the distributable amount before

Management Fee II for the relevant fiscal

the deduction of Asset Management Fee II for theperiod of the Investment Corporation (asrelevant fiscal period of the Investment Corporation

defined below) by the total number of(as defined below) by the total number of investment

investment units issued in the relevant

units issued in the relevant fiscal period (hereinafter

fiscal period (hereinafter referred to as
Dividends per Unit before the Deduction ofreferred to as Dividends per Unit before the
Deduction of Management Fee II), by the amountobtained by deducting real estate lease expenses

Management Fee II), by the amountcalculated by deducting real estate lease
expenses (excluding depreciation and loss

(excluding depreciation and loss on retirement ofon retirement of noncurrent assets) from

noncurrent assets) from the total real estate lease

the total real estate lease income and loss

income and loss for the relevant fiscal period

for the relevant fiscal period (hereinafter(hereinafter referred to as “NOI”), and thenreferred to as “NOI”), and then multiplying

multiplying this by the rate separately agreed to withthis by the rate separately agreed to withasset management companies, with a maximum of
0.0002%. This amount is calculated in accordancewith the following formula:asset management companies, with amaximum of 0.0002%. This amount iscalculated in accordance with the following
formula:Management fee II = Dividends per Unit before theManagement fee II = Dividends per Unit

Deduction of Management Fee II x NOI x 0.0002%

before the Deduction of Management Fee(in the case of the maximum rate) (any amount below

II x NOI x 0.0002% (in the case of the

one yen is disregarded)maximum rate) (any amount below one yen
is disregarded)－ 14 －

Before change

After change (proposal)
IftheInvestment

Corporationhas

investment units of its own that are notdisposed or redeemed at the Fiscal Period
End, the total number of investment units
outstanding shall be the number that is
obtained by subtracting the number of own
investment units owned from the total
number of investment units outstanding at
the Fiscal Period End. Also, if theinvestment

units

of

the

Investment

Corporation are consolidated or split, thetotalnumberofinvestment

units

outstanding at Fiscal Period End after the
fiscal period when the consolidation or the
split was conducted shall be the numberthat is obtained by making an adjustment to
the number before the consolidation or split
through the use of the consolidation ratioor the split ratio.
The Investment Corporation shall pay Asset

The Investment Corporation shall pay

Management Fee II for each fiscal period to the

Asset Management Fee II for each fiscal

asset management companies within three months

period to the asset management companies

after the completion of accounting for thewithin three months after the completion ofcorresponding fiscal period.

accounting for the corresponding fiscal
period.

The distributable amount before the deduction of

The “distributable amount before theAsset Management Fee II shall mean net income

deduction of Asset Management Fee II”

before income taxes, (before the deduction of Assetshall mean net income before income taxes,

Management Fee II, consumption taxes that are(beforeexcluded from the deduction and other items)

Management Fee II, consumption taxes

calculated in accordance with the generallythat are excluded from the deduction andaccepted corporate accounting principles in Japan,

other items) calculated in accordance withafter compensating for losses carried forward, if

the

any.

accounting

thegenerally

deduction

acceptedprinciples

in

of

Asset

corporate
Japan,

after

compensating for losses carried forward, ifany.

－ 15 －

Before change

After change (proposal)(2) Acquisition Fee(2) Acquisition Fee

If the Investment Corporation acquired a Real
Estate-related

Asset, it shallIf the Investment Corporation acquired apay the asset

Real Estate-related Asset (or inherited amanagement company the amount that is obtained

Real Estate-related Asset in a merger

by multiplying the acquisition price (meaning the

conducted by the Investment Corporation),sales price in the case of a sale, the estimated value

it shall pay the asset management companyof the Real Estate-related Asset that was acquired

the amount that is obtained by multiplying

by exchange in the case of an exchange, the money

the acquisition price (meaning the sales

invested in the case of an investment, but excluding

price in the case of a sale, the estimatedconsumption tax, local consumption tax, andvalue of the Real Estate-related Asset that

expenses (if any) required to acquire the asset) by

was acquired by exchange in the case of an

the rate separately agreed to with the asset

exchange, the money invested in the casemanagement company, with a maximum of 0.7%

of an investment, and the estimated value(0.5% in the case of a transaction with an interestedof the Real Estate-related Asset that isparty designated by the Investment Corporation)

inherited in the case it is inherited through(rounded off to nearest one yen) as the acquisitiona merger, but excluding consumption tax,

fee.

local consumption tax, and expenses (ifThe Investment Corporation shall pay the assetany) required to acquire or inherit the asset)

management company the acquisition fee by the lastby the rate separately agreed to with the

day of the month following the month (however, by

asset

the last day of the month to which the acquisition

maximum of 0.7% (0.5% in the case of adate belongs if the next month is the next fiscal

transaction

period of the Investment Corporation) to which thedesignated by the Investment Corporation)

date the asset was acquired belongs.

(rounded off to nearest one yen) as the

managementwithcompany,anwithinterested

a

party

acquisition fee.
The Investment Corporation shall pay theasset management company the acquisitionfee by the last day of the month following
the month to which the date the asset was
acquired belongs (the effective date of themerger in the case of a merger).

－ 16 －

Before change

After change (proposal)(3) Disposition Fee(3) Disposition Fee

If the Investment Corporation disposes of a RealIf the Investment Corporation disposes of a

Estate-related Asset, and a gain on transfer arises asReal Estate-related Asset, and a gain on

a result of disposing of the asset, the Investment

transfer arises as a result of disposing ofCorporation shall

pay the asset management

the asset, the Investment Corporation shallcompany the amount that is obtained by multiplying

pay the asset management company thethe disposition price (meaning the sales price in theamount that is obtained by multiplying thecase of a sale and the estimated value of the Realdisposition price (meaning the sales price

Estate-related Asset that was disposed of byin the case of a sale and the estimated value

exchange in the case of an exchange, but excludingof the Real Estate-related Asset that was

consumption tax, local consumption tax, anddisposed of by exchange in the case of an

expenses (if any) required to dispose of the asset)

exchange, but excluding consumption tax,

by the rate separately agreed to with the asset

local consumption tax, and expenses (ifmanagement company, with a maximum of 0.5%any) required to dispose of the asset) by the(rounded off to nearest one yen) as the disposition

rate separately agreed to with the asset

fee; provided, however, that if the transaction is

management company, with a maximum of

conducted with an interested party designated by

0.5% (rounded off to nearest one yen) as

the Investment Corporation, no disposition fee shallthe disposition fee; provided, however, thatbe paid.

if the transaction is conducted with an

The Investment Corporation shall pay the asset

interested

management company the disposition fee by the last

Investment Corporation, no disposition fee

day of the month following the month to which theshall be paid.

date the asset was disposed of belongs (however, by

The Investment Corporation shall pay thethe last day of the month to which the date the asset

asset management company the disposition

was disposed of belongs if the next month is thefee by the last day of the month following

next fiscal period of the Investment Corporation).

the month to which the date the asset wasparty

disposed of belongs.
2.

(Omission)2.

－ 17 －(Not changed)

designated

by

the

Appointment of One Executive Director
Resolution proposal 3
The term of office of executive director Nariaki Hosoi will expire on September 7, 2015. Accordingly, we would
like to ask you to select one executive director. The term of office of the executive director will be two years,
starting from September 8, 2015.
The proposal regarding the appointment of one executive director was submitted with approval by all theSupervisory Directors at the Board of Directors meeting held on June 29, 2015.
The personal information and brief biography of the candidate for executive director are as follows.
Name(Date of birth)

Career summary
April 1987
April 2007
April 2009
October2009
April 2010

Michie Kawai (Ishimoda) April 2012
(December 13, 1963)
April 2014
April 2014
April 2014
April 2014
April 2015

Tokyu Land Corporation
Manager of Office Building Development Department,
Urban Business Division
Executive Director of Tokyu Land Capital Management Inc.
Executive Manager of Asset Development Department,
Asset Management Division
Executive Manager of Investment Planning Department,
Office Building Division, Tokyu Land Corporation
Executive Officer and Executive Manager of Office
BuildingDevelopment Department No. 1, Urban Business
Division
Executive Officer and Executive Manager of Commercial
Facilities Development Department, Commercial Facilities
Division
Operating Officer and Deputy Manager of Urban Business
Unit, Urban Development Division
Director (Part-time) of Tokyu Land Capital Management
Inc.
Director (Part-time) of Tokyu Land SC Management.
Director (Part-time) of TLC Activia Investment Management
Inc.
Representative Director, President and Chief Executive
Officer of TLC Activia Investment Management Inc.

# ofinvestment
units owned

0 units

・The aformentioned candidate for executive director is an Executive Director as well as the President and CEO of the AssetManagement Company. There is no particular conflict of interests between the candidate for executive director and theInvestment Corporation.
・The family name of Michie Ishimoda before marriage was Kawai. Her name will be written using her maiden name in the future.

－ 18 －

Resolution proposal 4

Appointment of One Alternate Executive Director

This proposal asks that you select one alternate executive director for cases in which the executive director isabsent 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 from
September 8, 2015 when the executive officer in resolution proposal 3 will take office, as stipulated by the
Articles of Incorporation of the Investment Corporation.
The proposal regarding the appointment of one alternate executive director was submitted with approval by all
the Supervisory Directors at the Board of Directors meeting held on June 29, 2015.
The personal information and brief biography of the candidate for alternate executive director are as follows.
Name(Date of birth)

Career summary
April 1987

Nariaki Hosoi(January 15, 1964)

April 1987
April 1988
July 1992
October1994
October1997
April 1998
April 1999
July 2000
April 2010

April 2011

April 2013
March 2015

General Administration Department, Tokyu Land
Corporation
Office Building Planning Division
Office Building Division
Urban Business Division
Seconded to Tokyu Research Institute, Inc.
Planning Department, Tokyu Land Corporation
Urban Business Division
Office Building Division
Manager of the Urban Business Division
Executive Manager of the Commercial Facilities
Development Department, Commercial Facilities Division
Executive Manager of the Commercial Facilities
Development
Seconded to TLC Activia Investment Management Inc.
(formerly TLC Township Inc.). Served as Director,
Managing Executive Officer, and Executive Officer of theAsset Management Department
Executive Managing Director (currently held post)
Executive Director of Activia Properties Inc. (currently held
post)

# of
investment
units owned

0 units

・The aforementioned candidate for alternate executive director is the Executive Managing Director of the Asset Management
Company. There is no particular conflict of interests between candidate for alternate executive director and the Investment
Corporation.
・The aforementioned candidate for alternate executive director currently handles the overall operations of the Investment
Corporation as its executive director.
・The aforementioned proposal shall be withdrawn by resolution at the board of directors meeting before the candidate assumes
the post.

－ 19 －

Resolution proposal 5

Appointment of Two Supervisory Directors

The respective terms of office of the supervisory directors Yonosuke Yamada and Yoshinori Ariga will expire
on September 7, 2015. Thus, this proposal asks you to select two supervisory directors. The term of office ofeach supervisory director will be two years, as described in the Articles of Incorporation, and start from
September 8, 2015
The personal information and brief biographies of the candidates for supervisory directors are as follows.
No.

Name
(Date of birth)

Career summary
April 1989

1

Y o n o s u k e
Y a m a d a(May 2, 1959)

Registered as an attorney (Dai-ichi Tokyo Bar
Association), Nagashima & Ohno Law Firm (currently
Nagashima, Ohno & Tsunematsu)
October1989
Partner in the Yamada Law Firm
December 1994 Began serving as an outside corporate auditor of Sanyo
Trading Co., Ltd.
January 1996
Began serving as a director of Denenchofufutaba Gakuen(currently held post)
March 2004
Began serving as a corporate auditor of Higeta Shoyu, Inc.
(currently held post)
June 2004
Began serving as an outside corporate auditor of
Mitsubishi Logistics Corporation (currently held post)
January 2005
Instructor (defense in criminal cases) at the Judicial
Research and Training Institute of the Supreme Court ofJapan
May 2005
Began serving as the managing partner of Yamada, Goya,and Suzuki law offices (currently held post)
May 2006
Began serving as an independent committee member of
Inabata & Co., Ltd. (currently held post)
Jun. 2006
Began serving as an outside corporate auditor of
Kanematsu Corporation (currently held post)
September 2011 Began serving as a supervisory director of Activia
Properties Inc. (currently held post)
October 2014
Began serving as a trustee of the school corporation
Morimura Gakuen (currently held post)
December 2014 Began serving as an outside director of Sanyo Trading Co.,
Ltd. (currently held post)# ofinvestment
units owned

October1989
March 1994
October1995
2

Yoshinori Ariga(July 19, 1964)

Chuo Shinko Audit Corporation
Registered as an accountant
SecondedtotheAmsterdam
officeofPricewaterhouseCoopers
September 2000 ChuoAoyama Audit Corporation
September 2004 Ariga Yoshinori accounting office (currently held post)
September 2004 Sakamaki Keiji tax advisor office
January 2005
Registered as a tax advisor
September 2011 Began serving as a supervisory director of Activia
Properties Inc. (currently held post)
January 2013
Ariga Yoshinori Tax Advisor Office (currently held post)

0 units

0 units

・There are no particular conflicts of interests between aforementioned candidates for supervisory directors and the Investment
Corporation.
・The aforementioned candidates for supervisory directors currently supervise the overall opearations of the Investent Corporation
as its superisory directors.

－ 20 －

OtherWhen they are proposals submitted which conflict with the purposes of other proposals submitted to the unitholders’meeting, “Deemed Approval” prescribed in Article 93, Section 1 of the Act and Article 14 of the Articles ofIncorporation shall be not applied. Resolution proposals 1, 2, 3, 4, and 5 described here are not considered to beconflicting proposals.

－ 21 －

Access Information for the 3rd Unitholders’ Meeting
Venue 7-2 Marunouchi 2-chome, Chiyoda-ku, Tokyo
JP Tower Hall & Conference (KITTE 4th Floor)
Hall 1 and Hall 2
TEL

03-5222-1800

Access Information
JR Approximately 1-minute walk from Tokyo Station (Marunouchi South Exit)
Approximately 3-minute walk from Tokyo Station (Keiyo Line Underground Marunouchi Exit
11)
SubwayStationDirectly connected to the underground passage of Tokyo Metro Marunouchi Line Tokyo
Approximately 2-minute walk from Tokyo Metro Chiyoda Line Nijubashimae Station Exit 4

Approximately 4-minute walk from Toei Subway Mita Line Otemachi Station Exit D1
Approximately 6-minute walk from Tokyo Metro Tozai Line Otemachi Station Exit B1
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 (4F).

－ 22 －