March 23, 2020
For Immediate Release
Real Estate Investment Trust Securities Issuer
Sakura Sogo REIT Investment Corporation
Representative:
Toru Sugihara, Executive Director(Code: 3473)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative:
Atsushi Kato, President and CEO
Inquires:
Akiko Kanno, Director and CFO
TEL: 03-5425-1340
Glass Lewis & Co. Recommends Voting FOR SSR’s Unitholder Meeting Agenda Items, (#1-8) Including

Merger with Star Asia Investment Corp., and AGAINST All of Galaxy’s Agenda Items (#9-15)
Sakura Sogo REIT Investment Corporation (“SSR”) obtained information today that Glass Lewis & Co., LLC(hereinafter “Glass Lewis”), a globally recognized voting rights exercise research and advisory firm, has issued adetailed report (hereinafter “Report”) with respect to the proposed agenda items for SSR’s unitholders’ meetingscheduled to be held on March 30, 2020 (the “Unitholders’ Meeting”).
It has been confirmed that within the Report, Glass Lewis has recommended to “VOTE FOR” all of theproposed agenda items to be submitted to the Unitholders’ Meeting by SSR, including approval of the mergeragreement between SSR and Star Asia Investment Corporation (the “Merger Agreement”), and has
recommended to “VOTE AGAINST” all of the proposed agenda items submitted by GALAXY JREIT PTY LIMITED(“Galaxy”).
Both Institutional Investor Services (“ISS”) and Glass Lewis have now recommended to exercise voting rights
by VOTING FOR all of the agenda items proposed by SSR, and VOTING AGAINST all of the agenda items
proposed by Galaxy.
1.

Proposed Agenda Items for the Unitholders’ Meeting and Glass Lewis’s Recommendations＜Agenda Items proposed by SSR＞
Agenda Item 1
Appointment of One Executive Director
Agenda Item 2
Appointment of Two Supervisory Directors
Agenda Item 3
Partial Amendments to the Articles of Incorporation (to Change theMaximum Number of Executive Directors and Supervisory Directorsthat may be Appointed)
Agenda Item 4
Partial Amendments to the Asset Management Agreement
Agenda Item 5
Approval of Agreement on Absorption-Type Merger with Star Asia
Investment Corporation
Agenda Item 6
Termination of Asset Management Agreement (subject toconsummation of the Merger)
Agenda Item 7
Partial Amendments to the Articles of Incorporation (for change toend of fiscal period)
Agenda Item 8Partial Amendments to the Articles of Incorporation (for change ofhead office location)

1FORFORFORFORFORFORFORFOR＜Agenda Items Proposed by a Unitholder＞
Agenda Item 9Dismissal of Executive Director Toru Sugihara
Agenda Item10
Appointment of One Executive Director
Agenda Item 11 Dismissal of Supervisory Director Shigeru Kaneda
Agenda Item 12 Appointment of One Supervisory Director
Agenda Item13
Termination of Asset Management Agreement with Star Asia
Investment Management Co., Ltd.
Agenda Item 14 Execution of Asset Management Agreement
Agenda Item 15 Partial Amendment of the Articles of Incorporation(For details of each proposed agenda item, please refer to theattached “Convocation Notice of the 4th General Meeting ofUnitholders”.)

AGAINSTAGAINSTAGAINSTAGAINSTAGAINSTAGAINSTAGAINSTFor details of each proposed agenda item, please refer to the press release disclosed on March 11, 2020
entitled “Notice Concerning Convocation of General Meeting of Unitholders for Approval of the Merger
Agreement Etc.”
2. SSR’s Response Policy and Future Outlook
Glass Lewis has recommended to VOTE FOR the agenda items proposed by SSR, given that:• 1) The merger ratio between SSR and Star Asia Investment Corporation is reasonable for SSR and its
unitholders, and it was decided to improve the merger ratio from 1:0.88 to 1:0.89, a ratio moreadvantageous to SSR and its unitholders. This improvement in economic terms was as a result of taking
adequate measures to secure fairness, such as merger ratio negotiations conducted by a special
committee established by SSR and obtaining a merger ratio calculation document from financial advisors
independent of SSR.
• 2) Taking into consideration the current unstable market environment and uncertainty realityinfluenced by COVID-19 (new coronavirus), there are no other reasonable alternative transactions thatwould contribute more to the increase in unitholders’ value compared to the merger between SSR andStar Asia Investment Corporation.
Additionally, Glass Lewis has recommended to VOTE AGAINST all of the agenda items proposed by theunitholder Galaxy on the grounds that:• Galaxy’s proposal to sell all of the assets held by SSR is unreliable where the purchaser has not evenbeen identified or disclosed.
• There is a considerable degree of inherent risks and uncertainty, taking into account the current
volatile market environment influenced by COVID-19 (new coronavirus).
• The sales price proposed by Galaxy is highly contingent and totally uncertain.
The recommendations in the Report are the same as the recommendations made by ISS described in thepress release dated March 17, 2020 entitled “Institutional Shareholder Services (“ISS”) Recommends Voting
FOR SSR’s Unitholder Meeting Agenda Items, (#1-8) including Merger with Star Asia Investment Corp, andAGAINST All of Galaxy’s Agenda Items (#9-15)”, and following ISS, SSR is of the view that Glass Lewis has also
clearly understood that SRR’s proposed agenda items, including approval of the Merger Agreement, willcontribute to an increase in unitholders’ value.
As of today, there is no impact on SSR’s business performance due to the issue of the Report. Going forward,2

if timely disclosure becomes necessary, such disclosure will be promptly made.
＊ Sakura Sogo REIT Investment Corporation website address:

http://sakurasogoreit.com/en/

This is an English translation of the announcement in Japanese dated March23, 2020. However, noassurance or warranties are given for the completeness or accuracy of this English translation.

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