July 30, 2013

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

Activia Properties Inc.
Executive Director Haruki Sakane

Notice of Convocation of the 2nd Unitholders’ Meeting

We hereby give notice of and request your attendance at the 2nd Unitholders’Meeting of Activia Properties Inc. (hereinafter referred to as the “Investment
Corporation”), which will be held as follows.
Unithlders who are unable to attend on the day of the meeting may
exercise their voting rights in writing. Unitholders who wish to exercise theirvoting 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 vote on the enclosed Voting Rights Exercise
Form and return it by Monday, August 19, 2013 at 6:00PM.
In accordance with the provision of Article 93 Section 1 of Act on Investment
Trusts and Investment Corporations, “Deemed Approval” has been set forth in
Article 14 Section 1 of its current Articles of Incorporation. Accordingly,
unitholders who do not attend the meeting and do not exercise voting rights
by the Voting Rights Exercise Form shall be deemed to approve theproposals for resolution submitted to the Unitholders’ Meeting. We ask thatyou pay due consideration to this point.
Article 14 Section 1

Deemed Approval

Unitholders who do not attend unitholders’ meeting and do not exercise voting
rights are deemed to approve the proposals (excluding any proposals withpurposes that conflict with each other in the case that multiple proposals are
submitted) submitted to the unitholders’ meeting.

Details
1. Time and Date
2. Venue

August 20, 2013 (Tuesday) at 10:00AM
5-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo
Tokyo International Forum 7F Hall D7 (6F Reception)(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 in Part of 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

When you attend the meeting, please hand in 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 in the same
venue, a briefing session on the status of the managed assets.
When a proxy attends the meeting, since it is possible for one other unitholder who holds voting
rights to attend the unitholders’ meeting as a proxy, the proxy shall hand in the proxy form
together with the Voting Rights Exercise Form to the reception at the venue.
Please note that if there are any matters to revise in the Reference Documents for theUnitholders’ Meeting during the period up until the day prior to the meeting, the revised
information will be posted on our website (http://www.activia-reit.co.jp/english).

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Reference Documents for Unitholders’ Meeting
Resolutions and Other
Resolution proposal 1 Changes in Part of Articles of Incorporation
1. Reasons for the changes(1) In response to the amendment of the “Act on Investment Trusts andInvestment Corporations” (Act No. 198 of 1951) (hereinafter referred toas the “Act”), articles of incorporation will be newly established as
described below.
① In order to clarify that the investment units of the Investment
Corporation are able to be acquired with compensation by agreementwith unitholders, the new article will be established (related to article
5 section 2).
② In order to convoke the unitholders’ meeting on a certain date andonwards without delay and also in order to clarify further that theInvestment Corporation will convoke the unitholders’ meetings on
August 15, 2015 and onwards in every two years, which shall not belimited to this interval and shall be convoked as necessary, the new
article will be established (related to article 9 section 2).
③ In order to clarify that the public notice of the schedule for theunitholders’ meeting held based on the first sentence in article 9
section 2 after amendment is not necessary, the new article will beestablished (related to article 9 section 3).
④ The supplementary provisions are newly established to mention that
article 5 section 2 and article 9 section 3 described above will beeffective upon the effective date of the amendment of the “Act”(from public notice of Amendment Act until the date within one year
and six months specified by Cabinet Order) (related to chapter 9).
(2) In order to clarify the record date for the unitholders who are able toexercise their rights at the unitholders’ meeting held based on the first
sentence in article 9 section 2 (1) ② described above, the new article
will be established (related to article 15 section 1).
(3) In response to the partial amendment of the “Rules on Real Estate
Investment Trust and Real Estate Investment Corporations” by The
Investment Trusts Association, Japan, the article will be revised toorganize the provisions concerning the optimal payable distribution(related to article 35 section 2).
-3-

(4)

In addition to subjects above, in association with the transition of The
Investment Trust Association, Japan from an incorporated association to a
general incorporated association as of January 4, 2013, and in order toadjust the words and phrase of laws and rules on The Investment Trust
Association, Japan, provisions will be revised, clarified and organized(related to article 6 section 3, article 9 section 1, article 10, article 11
section 1, article 15 section 1 the latter part, article 17 section 1, article 20
section 1 and 2, article 21 section 1, article 22, article 23, article 29
section 1 (2) ⑥ and (3) ⑤, article 33 section 1, article 35 section 1 andarticle 37 section 1 (1) ②).

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

After change (proposal)

Article 5 (Redemption of Investment

Article 5 (Redemption of Investment

Units upon the Request Unitholders)Units upon the Request Unitholders and theAcquisition of Own Units Based on theConsent)

The Investment Corporation shall not

1. The Investment Corporation shall notmake repayment for any unit at the request

make repayment for any unit at the requestof unitholders.

of unitholders.

(Newly established)

2. The Investment Corporation may
acquire its units with compensation byagreement with unitholders.

Article 6 (Total Number of Authorized

Article 6 (Total Number of Authorized

Investment Units)

Investment Units)

1.-2. (Omission)

1.-2. (Not changed)

3. An executive officer of the Investment

3. The Investment Corporation may solicit

Corporation may solicit underwriters ofunderwriters of units to be issued, uponunits to be issued, upon obtaining theobtaining the authorization of the Board of

authorization of the Board of Directors,

Directors, within the scope of thewithin the scope of the provisions provided

provisions provided in section 1. The

in section 1. The amount paid for eachamount paid for each solicited unit (units

solicited unit (units that are allocated tothat are allocated to underwriters of theunderwriters of the units, who applied tounits, who applied to underwrite the units

underwrite the units in response to thein response to the solicitation) shall be-4-solicitation) shall be determined by thedetermined by the executive directors andexecutive directors and shall be the amountshall be the amount that is approved by thethat is approved by the Board of Directors

Board of Directors as being a fair price inas being a fair price in light of the assets

light of the assets belonging to thebelonging to the Investment Corporation

Investment Corporation (hereinafter(hereinafter referred to as the “Investment

referred to as the “Investment Assets”).

Assets”)
Article 9 (Meeting and Convocation)

Article 9 (Meeting and Convocation)

1. In addition to being provided by laws

1. Unless otherwise provided by laws andand ordinances, in accordance with theordinances, in accordance with theresolution of the Board of Directors, theresolution of the Board of Directors, theInvestment Corporation’s unitholders’

Investment Corporation’s unitholders’meeting shall be convened by an executive

meeting shall be convened by an executive

director if there is only one executive

director if there is only one executive

director. If there are two or more executive

director. If there are two or more executive

directors, one of the executive directors

directors, one of the executive directors

shall convene the meeting in the ordershall convene the meeting in the orderpreviously determined by the Board ofpreviously determined by the Board of

Directors.

Directors.
2. The Investment Corporation’s(Newly established）

unitholders’ meeting shall be convened on
August 15, 2015 or onwards without delay,
and thereafter August 15 or onwards, inevery two years, without delay. The
Investment Corporation shall also convenea unitholders’ meeting as it deems
necessary.
3. In convening a unitholders’ meeting, an(Newly established）

executive director shall publicly announce
the date of the unitholders’ meeting twomonths prior to the date of the meeting andshall notify unitholders of the date of themeeting in writing two weeks in advance;
provided, however, that this publicannouncement shall not be required for aunitholders’ meeting that is held before 25
months have passed following the date of
the most recent unitholders’ meeting that-5-was held in accordance with the provisions
stipulated in the first sentence of thepreceding section.
2. The Investment Corporation’s

4. The Investment Corporation’s

unitholders’ meeting shall be convened inunitholders’ meeting shall be convened in

one of the 23 wards of Tokyo.

one of the 23 wards of Tokyo.

Article 10 (Chairperson)

Article 10 (Chairperson)

The chairman of the Investment

The chairman of the Investment

Corporation’s unitholders’ meeting shall,

Corporation’s unitholders’ meeting shall,when there is only one executive director,

when there is only one executive director,

be that executive director, and when there

be that executive director, and when there

are two or more executive directors, be one

are two or more executive directors, be oneof the executive directors in accordanceof the executive directors in accordancewith an order previously determined by thewith an order previously determined by the

Board of Directors; provided, however,

Board of Directors; provided, however,that if the executive director who shall act

that if the executive director who shall act

as the chairman of such meeting is unable

as the chairman of such meeting is unable

to so act, one of the other executive

to so act, one of the other executive

directors or a supervisory director shalldirectors or a supervisory director shalltake his/her place in accordance with thetake his/her place in accordance with theorder previously determined by the Board

order previously determined by the Boardof Directors.

of Directors.

Article 11 (Resolution)

Article 11 (Resolution)

1. Resolutions of a unitholders’ meeting

1. Resolutions of a unitholders’ meetingshall, in addition to being stipulated byshall, unless otherwise stipulated by laws

laws and regulations or these Articles ofand regulations or these Articles ofIncorporation, be adopted by a majority ofIncorporation, be adopted by a majority ofvoting rights of the unitholders invoting rights of the unitholders inattendance.

attendance.

2.-3. (Omission)

2.-3. (Not changed)

Article 15 (Record Date and Others)

Article 15 (Record Date and Others)

1. A unitholder who should exercise

1. Where the Investment Corporation

his/her right at a unitholders’ meeting shallconvenes a unitholders’ meeting in

be a unitholder registry or recorded in theaccordance with the provisions stipulated

latest unitholders’ list as of record date thatin the first sentence of article 9 section 2,

the Investment Corporation announces in a

the Investment Corporation shall make apublic notice in advance in accordanceunitholder registered or recorded in thewith laws or ordinances and determines

latest unitholders’ registry as at the end of-6-

after a resolution of the Board of Directors.

May 2015 and thereafter as at the end of
May , every 2 years, the unitholder who
may exercise his/her right at a unitholders’meeting. Moreover, where the Investment
Corporation convenes a unitholders’meeting in accordance with the provisions
stipulated in the second sentence ofarticle 9 section 2, a unitholder who should
exercise his/her right at such a unitholders’meeting shall be a unitholder registered orrecorded in the latest unitholders’ registry
as of record date that the Investment
Corporation determines based on a
resolution of the Board of Directors andannounces in a public notice in advance inaccordance with laws or ordinances.

2. (Omission)

2. (Not changed)

Article 17 (Appointment and Term of

Article 17 (Appointment and Term of

Office of Executive Directors andOffice of Executive Directors andSupervisory Directors)

Supervisory Directors)

1. Executive directors and supervisory

1. Executive directors and supervisory

directors shall, unless being stipulated bydirectors shall, unless otherwise stipulated

laws and regulations, be appointed with aby laws and regulations, be appointed by aresolution of a unitholders’ meeting.

resolution of a unitholders’ meeting.

2.-3. (Omission)

2.-3. (Not changed)-7-Article 20 (Convocation)

Article 20 (Convocation)

1. In addition to being stipulated by laws

1. Unless otherwise stipulated by laws andand regulations, where there is one

regulations, where there is one executive

executive director, that executive director

director, that executive director shall

shall convene a meeting of the Board ofconvene a meeting of the Board of

Directors and act as chairman thereat.

Directors and act as chairman thereat.

Where there are two or more executive

Where there are two or more executive

directors, one of the executive directors

directors, one of the executive directors

shall convene a meeting of the Board ofshall convene a meeting of the Board of

Directors and act as chairman thereat in

Directors and act as chairman thereat inaccordance with the order previously

accordance with the order previously

determined by the Board of Directors.

determined by the Board of Directors.

2. Notice of convocation of a meeting of

2. Notice of convocation of a meeting of

the Board of Directors shall be given to all

the Board of Directors shall be given to all

executive directors and supervisory

executive directors and supervisory

directors at least three days prior to thedirectors at least three days prior to thedate; provided, however, that thisdate of the meeting; provided, however,convocation period may be shortened orthat this convocation period may be

the convocation procedures may be

shortened or the convocation procedures

omitted with the consent of all the

may be omitted with the consent of all the

executive directors and supervisory

executive directors and supervisory

directors.

directors.

3. (Omission)

3. (Not changed)

Article 21 (Resolution and Others)

Article 21 (Resolution and Others)

1. Unless being stipulated by laws and1. Unless otherwise stipulated by laws andregulations or these Articles ofregulations or these Articles ofIncorporation, resolutions of a meeting ofIncorporation, resolutions of a meeting of

the Board of Directors shall be adopted by

the Board of Directors shall be adopted bya resolution of a majority of voting rights

a majority of voting rights of the membersof the members in attendance at a meetingin attendance at a meeting at which more

at which more than one half of thethan one half of the members who aremembers who are eligible to vote shall be

eligible to vote shall be present.

present.
2. (Omission)

2. (Not changed)

Article 22 (Regulations of Board of

Article 22 (Regulations of Board of

Directors)

Directors)

In addition to matters concerning the

Matters concerning the Board of Directors

Board of Directors shall be governed byshall be governed by the “Regulations of-8-

the “Regulations of Board of Directors”

Board of Directors” resolved at a meeting

resolved at a meeting of the Board ofof the Board of Directors, except for those

Directors, and those matters stipulated bymatters stipulated by laws and regulations

laws and regulations or these Articles ofor these Articles of Incorporation.

Incorporation.
Article 23 (Appointment of Independent

Article 23 (Appointment of Independent

Auditor)

Auditor)An independent auditor shall be appointed

An independent auditor shall be appointed

on a unitholders’ meeting; provided,by a unitholders’ meeting; provided,

however, that, in accordance with the

however, that, in accordance with theprovisions stipulated in laws andprovisions stipulated in laws andordinances, this shall not apply toordinances, this shall not apply to

independent auditors who are deemed toindependent auditors who are deemed tobe appointed at the time of thebe appointed at the time of theestablishment of the Investment

establishment of the Investment

Corporation.

Corporation.

Article 29 (Investment Types, Objectives,

Article 29 (Investment Types, Objectives,

and Scope of Assets)

and Scope of Assets)

1. (Omission)

1. (Not changed)(1) (Omission)(1) (Not changed)(2) (Omission)(2) (Not changed)①-⑤ (Omission)①-⑤ (Not changed)⑥ Equity interests in capital⑥ Equity interests in capital

contributions to real estate-related

contributions to real estate-related

silent partnership or “TK” (equity

silent partnership or “TK” (equity

interests in capital contributions

interests in capital contributions

made under agreements providing

made under agreements providingthat an investor shall makethat an investor shall makecontributions to finance ancontributions to finance aninvestment made by a party in real

investment made by a party in realestate, etc., and that the party

estate and/or the assets set forth inwhich has received the capital

items ① through ⑤above, andcontributions shall use more thanthat the party which has received

half of such contributions to invest

the capital contributions shall use

in the real estate, etc., and makemore than half of such

distribution of the profits generated

contributions to invest in the realby such investment)

estate and/or assets set forth initems ① through ⑤ above and-9-make distribution of the profits
generated by such investment)⑦ (Omission)⑦ (Not changed)(3) (Omission)(3) (Not changed)①-④ (Omission)①-④ (Not changed)⑤ Certificates of equity interests⑤ Certificates of equity interests

in capital contributions to realin capital contributions to realestate- related silent partnership or

estate- related silent partnership or“TK” (matters that are stipulated in“TK” (equity interests in capital

the Financial Instruments andcontributions to real estate-related

Exchange Act, limited to those insilent partnership or “TK” that are

which the operators of silent

stipulated in the Financial

partnership or “TK” invest theInstruments and Exchange Act,

amount exceeding half the assets

limited to those in which theheld for investments in real estate

operators of the silent partnershipand other assets)or “TK” invest the amountexceeding half the assets held forinvestments in real estate and otherassets)2.-4. (Omission)

2.-4. (Not changed)

Article 33 (Methods, Standards andArticle 33 (Methods, Standards andReference Dates for Asset Evaluation)

Reference Dates for Asset Evaluation)

1. The method of the appraisal of the

1. The method of the appraisal of theassets of the Investment Corporation withassets of the Investment Corporation withrespect to each type of investment asset

respect to each type of investment asset

shall be set forth as follows in accordanceshall be set forth as follows in accordancewith the Rules Concerning Calculations ofwith the Rules Concerning Calculations ofInvestment Corporations (Cabinet Office

Investment Corporations (Cabinet Office

Ordinance, No. 47, 2006, as amended), theOrdinance, No. 47, 2006, as amended), theRules Concerning Real Estate Investment

Rules Concerning Real Estate Investment

Trusts and Real Estate Investment

Trusts and Real Estate Investment

Corporations and other rules established by

Corporations and other rules established by

The Investment Trusts Association, JapanThe Investment Trusts Association, Japan(incorporated association) and generally(general incorporated association) andaccepted corporate accounting principles:

generally accepted corporate accounting
principles:(1)-(4) (Omission)(1)-(4) (Not changed)(5) Beneficial interests of money(5) Beneficial interests of money- 10 -

trusts, the purpose of which is totrusts, the purpose of which is toinvest equity interests in capital

invest the trust properties mainly incontributions to real-estate related

equity interests in capitalsilent partnership or “TK” (as defined

contributions to real-estate related

in article 29 section 1 (2) ⑦):

silent partnership or “TK” (as defined

Appraisal shall be undertaken at thein article 29 section 1 (2) ⑦):

value calculated as to the amount

Appraisal shall be undertaken at theequivalent to the Investment

value calculated as to the amountCorporation’s share in the relevant

equivalent to the Investment

beneficial interests, after aggregating

Corporation’s share in the relevant

the amount of the equity of thebeneficial interests, after aggregating

capital contribution in silent

the amount of the equity of thepartnership or “TK”, which is thecapital contribution in silent

trust property, appraised by thepartnership or “TK”, which is themethod as provided for in (4) above,

trust property, appraised by theand deducting from the productmethod as provided for in (4) above,

thereof the amount of liabilities.

and deducting from the productthereof the amount of liabilities.

(6) Securities (as defined in article 29(6) Securities (as defined in article 29

section 1 (3), section 2 (3)-(7), (9),section 1 (3), section 2 (3)-(7), (9),(10), and (12) or (15))(10), and (12) or (15))

If there is a market price for the

If there is a market price for the

relevant securities, the appraisal shall

relevant securities, the appraisal shallbe undertaken at the value based on

be undertaken at the value based onthat market price (which means athat market price (which means atransaction price quoted at thetransaction price quoted at therelevant exchange, a price offered byrelevant financial instruments

the Securities Dealers Association,exchange, a price offered by the

etc., or a transaction price concluded

Japan Securities Dealers Association,

under the transaction system where

etc., or a transaction price concluded

the relevant securities may be tradedunder the transaction system whereor realized at any time at a pricethe relevant securities may be tradedsimilar thereto; hereinafter the sameor realized at any time at a priceshall be applicable). If there is no

similar thereto; hereinafter the same

market price, the appraisal shall beshall be applicable). If there is noundertaken at the value calculated

market price, the appraisal shall beusing a reasonable method. The

undertaken at the value calculated

market price to be used or the value

using a reasonable method. The- 11 -

calculated using a reasonable methodmarket price to be used or the value

shall be obtained by using a similarcalculated using a reasonable method

method for every calculation date,shall be obtained by using a similar

unless the accuracy of the appraisal ismethod for every calculation date,

improved. If both the market priceunless the accuracy of the appraisal isand the price calculated using a

improved. If both the market pricereasonable method cannot be

and the price calculated using aobtained, the relevant securities may

reasonable method cannot be

be appraised by using the acquisition

obtained, the relevant securities may

cost.

be appraised by using the acquisitioncost.

(7)-(9) (Omission)(7)-(9) (Not changed)(10) Other(10) Other

Any item other than those provided

Any item other than those provided

for above shall be appraised at thefor above shall be appraised at thevalue appraised pursuant to thevalue appraised pursuant to theappraisal regulations of The

appraisal regulations of The

Investment Trusts Association, Japan

Investment Trusts Association, Japan(incorporated association) or in(general incorporated association) or

accordance with generally acceptedin accordance with generally

corporate accounting principles.

accepted corporate accounting
principles.

2.-3. (Omission)

2.-3. (Not changed)

Article 35 (Distribution Policy)

Article 35 (Distribution Policy)

1. Distribution Policy

1. Distribution Policy

The Investment Corporation shall make a

The Investment Corporation shall make a

distribution in accordance with the

distribution in accordance with thefollowing policies, in principle, and infollowing policies, in principle, and in

distributing cash, the Investment

distributing cash, the Investment

Corporation shall be subject to the “Rules

Corporation shall be subject to the “Rules

concerning the Real-Estate Investment

concerning the Real-Estate Investment

Trust and Real-Estate Investment

Trust and Real-Estate Investment

Corporation” as prescribed by The

Corporation” as prescribed by The

Investment Trusts Association, Japan

Investment Trusts Association, Japan(incorporated association).

(general incorporated association).

(1)-(3)(Omission)(1)-(3)(Not changed)

2. Optimal Payable Distribution

2. Optimal Payable Distribution

If the Investment Corporation deems it

If the Investment Corporation deems it- 12 -

appropriate depending on the economic

appropriate depending on the economic

circumstances, the trend of the real-estate

circumstances, the trend of the real-estatemarket, the rental market or other factors,

market, the rental market or other factors,

it may make a cash distribution in excess

it may make a cash distribution in excessof the distributable amount by adding theof the distributable amount by adding theamount decided by the Investment

amount as stipulated in the rules

Corporation with the limit ofprescribed by The Investment Trusts

an equivalent amount to the depreciation

Association, Japan (general incorporated

amount in the accounting period to theassociation) to the distribution amount as

distribution amount as stipulated in (2) ofstipulated in (2) of the preceding section.

the preceding section. In addition, in the

In addition, in the case above, if thecase above, if the amount of a cash

amount of a cash distribution does not

distribution does not satisfy thesatisfy the requirements for the special

requirements for the special taxation rules

taxation rules related to investment

related to investment corporations ascorporations as stipulated in laws andstipulated in laws and regulations, theregulations, the Investment Corporation

Investment Corporation may make a cash

may make a cash distribution for the

distribution for the amount that isamount that is determined by thedetermined by the Investment Corporation

Investment Corporation with the aim ofwith the aim of satisfying the relevantsatisfying the relevant requirements.

requirements.
3.-4. (Omission)
3.-4. (Not changed)- 13 -

Article 37 (Standards for the Payment of

Article 37 (Standards for the Payment of

Asset Management Fee to the Asset

Asset Management Fee to the AssetManager)Manager)

1. (Omission)

1. (Not changed)

(1)

(1)

(Omission)(Not changed)① (Omission)① (Not changed)② Asset Management Fee II② Asset Management Fee II

Management fee II for the first

Management fee II for the firstfiscal period shall be zero. For

fiscal period shall be zero. For

fiscal periods from the second

fiscal periods from the second

fiscal period and onward,

fiscal period and onward,

management fee II shall be themanagement fee II shall be theamount (disregarding any

amount (disregarding any

amount below one yen) that isamount below one yen) that is

calculated by multiplying the

calculated by multiplying theamount, calculated by dividing

amount, calculated by dividing

the distributable amount before

the distributable amount before

the deduction of management

the deduction of management

fee II for the relevant fiscal

fee II for the relevant fiscal

period of the Investment

period of the Investment

Corporation (as defined below)

Corporation (as defined below)

by the total number ofby the total number ofinvestment units issued in theinvestment units issued in therelevant fiscal period

relevant fiscal period(hereinafter referred to as(hereinafter referred to as

Dividends per Unit before theDividends per Unit before the

Deduction of Management Fee

Deduction of Management Fee

II), by the amount calculated by

II), by the amount calculated bydeducting real estate leasededucting real estate lease

expenses (excluding

expenses (excluding

depreciation and loss on

depreciation and loss onretirement of noncurrent assets)

retirement of noncurrent assets)from the total real estate leasefrom the total real estate lease

income and loss for the relevant

income and loss for the relevant

fiscal period (hereinafter

fiscal period (hereinafterreferred to as “NOI”), by thereferred to as “NOI”), by therate separately agreed with asset

rate separately agreed with asset

management companies, with amanagement companies, with a- 14 -

maximum of 0.0002%. Thismaximum of 0.0002%. This

amount is calculated inamount is calculated inaccordance with the formulaaccordance with the formula

below:

below:

Management fee II = Dividends

Management fee II = Dividends

per Unit before the Deduction of

per Unit before the Deduction ofManagement Fee II x NOI x

Management Fee II x NOI x

0.0002% (in the case of the

0.0002% (in the case of the

maximum rate) (any amountmaximum rate) (any amount

below one yen is disregarded.)

below one yen is disregarded.)

The Investment Corporation

The Investment Corporation

shall pay management fee II

shall pay management fee II

related to each fiscal period torelated to each fiscal period tothe asset management

the asset managementcompanies within three months

companies within three months

after accounting for the relevant

after accounting for the relevant

fiscal period.

fiscal period.

The distributable amount before

The distributable amount before

the deduction of management

the deduction of management

fee II shall mean net income

fee II shall mean net income

before income taxes, (before thebefore income taxes, (before thededuction of management fee II,

deduction of management fee II,

consumption taxes that are

consumption taxes that are

excluded from the deduction andexcluded from the deduction andother items) calculated inother items) calculated inaccordance with generallyaccordance with generally

accepted corporate accounting

accepted corporate accounting

principles in Japan, after

principles in Japan, after

compensating for a loss carriedcompensating for a loss carriedforward, if any.

forward, if any.

(2)-(3) (Omission)(2)-(3) (Omission)

2. (Omission)

2. (Omission)- 15 -

(Newly established)

Chapter 9 Supplementary Provisions
Article 1 (Effective Date)
1. The amendment related to the new
establishment of article 5 section 2 shallbecome effective as of the date of
implementation of the amended Act on
Investment Trusts and Investment
Corporations that permits investment
corporations to acquire its units withcompensation by agreement withunitholders.
2. The amendment related to the new
establishment of article 9 section 3 shallbecome effective as of the date of
implementation of the amended Act on
Investment Trusts and Investment
Corporations that permits the omission of apublic announcement in the procedures forthe convocation of a unitholders’ meeting.

(Note) This English translation is provided solely for information purpose. Should there be any
discrepancies between the translation and the Japanese original, the latter shall prevail.

- 16 -

Resolution proposal 2 Appointment of One Executive Director
The term of office of executive director, Haruki Sakane, will expire on
September 7, 2013. Accordingly, we would like to ask you to select one
executive director. The term of office of executive director will be two years
starting from September 8, 2013.
The proposal regarding the appointment of one executive director was
submitted with approval by all the Supervisory Directors at the board of directors
meeting on June 28, 2013.
Candidate for executive director and brief biography are as follows.
Name

Career summary(Date of birth)
Haruki Sakane(Jan. 27, 1954)

Apr. 1977
Nov. 1978
Nov. 1981
Oct. 1985
Apr. 1987
Apr. 1990
Apr. 1995
Apr. 1997
Oct. 2000
Apr. 2004

Apr. 2005
Apr. 2008

Apr. 2009

Apr. 2010

Apr. 2011
Apr. 2011

Sep. 2011

Nihon Kangyou Kakumaru Securities Inc.
Property Distribution Department, Tokyu Land
Corporation
Seconded to Tokyu Land Regional Services, Inc.
Ready-Built Housing Sales Department, Tokyu Land
Corporation
Distribution and Sales Department
Finance Department
Manager of the Tenant Sales Department, Urban
Business Division
Manager of the Office Building Leasing andMarketing Department, Urban Business Division
Manager of the Finance Department
Executive Manager of the Property Management
Department and the Office Building Leasing andMarketing Department, Urban Business Division
Executive Manager of the Office Building
Management Department, Urban Business Division
Executive Officer and Executive Manager of the
Office Building Management Department, Office
Building Division
Executive Officer, Deputy Manager for the Office
Building Division, and Executive Manager of the
Office Building Management Department andOffice Building Leasing and Marketing Department
Executive Officer, Deputy Manager for the Office
Building Division, and Executive Manager of the
Office Building Management Department
Currently serves as Group Executive Officer
Seconded to TLC Activia Investment Management
Inc. (formerly TLC Township Inc.). Currently serves
as Representative Director, President and Chief
Executive Officer of TLC Activia Investment
Management Inc.
Currently serves as Executive Director of Activia
Properties Inc.

# ofinvestment
units owned

0 unitCandidate for executive director above concurrently serves as Executive Director, and President
and CEO of the asset manager. There is no particular conflict of interests between the candidate
for executive director and the Investment Corporation.

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Resolution proposal 3 Appointment of one Alternate Executive Director
This proposal is to ask you to select one alternate executive director in case theexecutive director is absent, or the number of directors as prescribed in laws is
insufficient.
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 on June 28, 2013.
Candidate for executive director and brief biography are as follows.
Name

Career summary(Date of birth)
Nariaki Hosoi(Jan. 15, 1964)

Apr. 1987
Apr. 1987
Apr. 1988
Jul. 1992
Oct. 1994
Oct. 1997
Apr. 1998
Apr. 1999
Jul. 2000
Apr. 2010

Apr. 2011

Apr. 2013

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 ofthe Asset Management Department
Currently serves as Director, Managing Executive
Officer# ofinvestment
units owned

0 unitCandidate for alternate executive director above is the Director, Managing Executive Officer of
the asset manager. There is no particular conflict of interests between candidate for alternate
executive director and the Investment Corporation.
This proposal above shall be withdrawn by resolution at the board of directors meeting before
the assumption.

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Resolution proposal 4 Appointment of Two Supervisory Directors
The term of office of each of the supervisory director, Yonosuke Yamada andYoshinori Ariga, will expire on September 7, 2013. Accordingly, the proposal is
to ask you to select two supervisory directors. The term of office will be twoyears starting from September 8, 2013 as described in articles of incorporation.
Candidate for supervisory directors and brief biographies are as follows.
No.
1

Name

Career summary(Date of birth)
Yonosuke Yamada

Nov. 1978(May 2, 1959)# ofinvestment
units owned

Registered as an attorney (Dai-ichi Tokyo Bar Association),
Nagashima & Ohno law firm (currently Nagashima, Ohno
& Tsunematsu)

Oct. 1989

Partner in the Yamada law firm

Dec. 1994

Began serving as an outside corporate auditor of Sanyo
Trading Co., Ltd. (current post)

Jan. 1996

Began serving as a director of Denenchofufutaba Gakuen(current post)

Mar. 2004

Began serving as a corporate auditor of Higeta Shoyu, Inc.
(current post)

Jun. 2004

Began serving as an outside corporate auditor of Mitsubishi
Logistics Corporation (current post)

Jan. 2005

Instructor (defense in criminal cases) at the Judicial
Research and Training Institute of the Supreme Court of

0 unitJapan
May 2005

Began serving as the managing partner of Yamada, Goyaand Suzuki law offices (current post)

May 2006

Began serving as an independent committee member of
Inabata & Co., Ltd. (current post)

Jun. 2006

Began serving as an outside corporate auditor of
Kanematsu Corporation (current post)

Apr. 2010

Began serving as deputy chief of the Tokyo District Officeof the Japan Legal Support Center (current post)

Sep. 2011

Began serving as a Supervisory Director of Activia

Yoshinori Ariga

Oct. 1989

Chuo Shinko Audit Corporation(Jul. 19, 1964)

Mar. 1994

Registered as an accountant

Oct. 1995

Seconded to the Amsterdam office ofPricewaterhouseCoopers

Sep. 2000

ChuoAoyama Audit Corporation

Sep. 2004

Ariga Yoshinori accounting office (current post)

Sep. 2004

Sakamaki Keiji tax advisor officeJan. 2005

Registered as a tax advisor

Sep. 2011

Began serving as a Supervisory Director of Activia

Jan. 2013

Ariga Yoshinori tax advisor office (current post)

Properties Inc. (current post)2

Properties Inc. (current post)

There is no particular conflict of interests between candidate for supervisory directors above andthe Investment Corporation.
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0 unitOtherWhen the proposals with purposes that conflict with each other in the
proposals submitted to the unitholders’ meeting, “Deemed Approval” prescribedin Articles 93 Section 1 of the Act and Article 14 Section 1 of the Articles ofIncorporation shall be not applied.
Resolution proposals 1, 2, 3, and 4 described above are not under the proposals
with purposes that conflict with each other.

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Access Information for the 2nd Unitholders’ MeetingVenue

5-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo
Tokyo International Forum 7F Hall D7*Reception is on the 6th floor of D block.

TEL

03-5221-9000

Access InformationJR

1-minute walk from Yurakucho Station (International Forum Exit)
5-minutes walk from Tokyo Station(Marunouchi South Exit)*Connected by Exit 4 and B1F concourse with Keiyo Line at Tokyo Station
Subway1-minute walk from Metro Yurakucho Line Yurakucho Station*Connected by Exit D5 and B1F concourse with Yurakucho Station

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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