Activia Properties : Notice Concerning Changes in Organizational Structure and Director of the Asset Management Company

March 28, 2024

FOR IMMEDIATE RELEASE

Activia Properties Inc.

21-1, Dogenzaka 1-chome,Shibuya-ku, Tokyo

Nobuhide Kashiwagi

Executive Director

(Code: 3279)

Asset Management Company

TLC REIT Management Inc.

Akira Kubo

President & CEO

Inquiries

Manabu Kamikawara

General Manager of Strategy Department

Activia Management Division

(Tel: [phone])

Notice Concerning Changes in Organizational Structure

and Director of the Asset Management Company

Activia Properties Inc. ("API") announces that, TLC REIT Management Inc. ("TRM"), to which API entrusts its asset management operations, made decision today on the matters below.

Details are as follows:

1. Organizational Structure Change in TRM (scheduled to be effective on April 1, 2024)
2. 1. Transfer of jurisdiction of Sustainability Department
      TRM considers its contributions to sustainable social development as an important management issue, and with aim to strengthen the strategic promotion of ESG initiatives of API and to speed up decision-making processes etc., the Sustainability Department, which is currently under the jurisdiction of Corporate Management Division, will be an independent department.
   2. Organizational chart and business overview of each department
      The organizational charts of TRM before and after the change are shown below in Attachment 1. Please refer to Attachment 2 for the business overview of each department after the change.
3. Change of Director

It was decided at the Board of Directors meeting of TRM held today to submit a resolution proposal to elect a new director to an extraordinary general meeting of shareholders to be held in written form pursuant to Paragraph 1, Article 319 of the Companies Act.

1. Newly appointed director (scheduled to be effective on April 1, 2024) Minoru Hirachi, Director (Part-time)
   (Note 1) Appointment to director will be formally decided by the extraordinary general meeting of shareholders to be held in written form.
   (Note 2) The profile of the newly appointed director is in Attachment 3.

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1. Resigning director (scheduled to be effective on March 31, 2024) Akiko Enokido, Director (Part-time)

TRM makes necessary reports and other arrangements pursuant to the provisions of the Financial Instruments and Exchange Act, the Building Lots and Buildings Transaction Business Law and other applicable laws and regulations.

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

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(Attachment 1)

TRM organizational chart Before the change

After the change

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(Attachment 2)

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

Department	Summary of duties
Strategy Department,	Matters concerning:
Activia Management	・establishment of investment policies such as asset management guideline, etc.
Division	for API
	・establishment of management policy of assets of API
	・establishment of basic policies of overall portfolio and asset management
	plans, etc. for API
	・establishment of dividend distribution policy for API
	・financing (investment units) of API
	・IR and disclosure of API
Asset Management	Matters concerning:
Department, Activia	・establishment of income and expenditure plan by property (including property
Management Division	management plan) for API
	・establishment of asset management plan for API
	・repairs and other works of assets of API
Environmental Engineering	Matters concerning:
Department	・repairs and other works of assets of the investment corporations
	・due diligence and engineering support for real estate
Asset Investment	Matters concerning:
Department	・collection of information related to real estate, etc. having the potential to be
	incorporated to the investment corporations' portfolios
	・acquisition and disposition of real estate, etc. for and of the investment
	corporations
	・due diligence of real estate, etc.
	・operation of Acquisition Priority Review Meeting
Sustainability Department	Matters concerning:
	・ESG investment
	・environmental responsiveness of properties of the investment corporations
	・operation of Sustainability Promotion Council
Digital Transformation	Matters concerning:
Promotion Department,	・information system and IT infrastructure
Corporate Management	・promotion of digital transformation
Division
Finance & Accounting	Matters concerning:
Department, Corporate	・establishment of financial plan for the investment corporations
Management Division	・financing (borrowings and investment corporation bonds) for the investment
	corporations
	・accounting and financial settlement for the investment corporations
	・calculation of dividend and distribution, etc. for the investment corporations
	・management strategy, financial accounting and budget plan

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Human Resources	Matters concerning:
Department, Corporate	・overall HR & labor
Management Division	・in-house education and training
Corporate Planning	Matters concerning:
Department, Corporate	・operation of unitholders' meeting and board of directors meeting of the
Management Division	investment corporations
	・overall corporate planning and administration
	・establishment and abolishment of internal rules and other various rules
	・overall general affairs and administrative affairs
	・operation of the Shareholders' Meeting, Board Meeting and Investment
	Committee
	・management and storage of important documents, seal, etc.
	・supervision of information security operation
	・crisis management
Compliance Department	Matters concerning:
	・supervision of establishment and implementation of basic policies related
	to compliance
	・management of compliance with laws and ordinances
	・establishment of compliance program
	・follow-up of the law system and structure of investment trust
	・confirmation and management of important legal documents such as
	contracts
	・response to and management of incidents and complaints
	・response to and management of legal disputes such as lawsuits and
	mediation
	・supervision of risk management
	・response to supervisory authorities
	・operation of Compliance Committee
Internal Audit Department	Matters concerning:
	・proposal of internal audit plan
	・implementation of internal audit
	・preparation of records of internal audit investigation, internal audit reports
	and directions
	・other matters related to internal audit

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				(Attachment 3)
Profile of the newly appointed director
Position	Name			Brief biography
		Apr.	1994	Tokyu Land Corporation
		Apr.	2011	Manager of Finance Department, Finance Management Department
		Apr.	2012	Manager of Human Resources Department, General Administration
				Department
		Oct.	2013	Manager of Human Resources Department, General Administration
				Department, Tokyu Fudosan Holdings Corporation
				Manager of Human Resources Department, General Administration
				Department, Tokyu Land Corporation
		Apr.	2014	Manager of Office Building Management Department, Urban
				Development Division, Urban Business Unit, Tokyu Land Corporation
		Apr.	2018	General Manager of Commercial Facilities Management Department,
				Urban Development Division, Urban Business Unit
Director	Minoru	Oct.	2019	General Manager of Office Building Leasing & Marketing Department,
		Urban Development Division, Urban Business Unit
(Part-time)	Hirachi
Apr.	2020	Executive Manager of Office Building Leasing & Marketing Department,
				Urban Development Division, Urban Business Unit
		Apr.	2022	Executive Manager of Commercial Business Department, Urban
				Development Division, Urban Business Unit (to present)
		Apr.	2022	Director (Part-time) of TOKYU LAND SC MANAGEMENT
				CORPORATION (to present)
		Apr.	2024	Operating Officer, Division Manager of Urban Development Division,
				Urban Business Unit, Tokyu Land Corporation
				(scheduled to be effective as of April 1, 2024)
		Apr.	2024	Director (Part-time) of TLC REIT Management Inc.
				(scheduled to be effective as of April 1, 2024)
		Apr.	2024	Director (Part-time) of Tokyu Land Capital Management Inc.
				(scheduled to be effective as of April 1, 2024)

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