CB 1 d867157dcb.htm FORM CB Form CB

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM CB

 

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering)

    

Securities Act Rule 802 (Exchange Offer)

    

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

    

Exchange Act Rule 14d-1(c) (Third Party Tender Offer)

    

Exchange Act Rule 14e-2(d) (Subject Company Response)

    

Filed or submitted in paper if permitted by  Regulation S-T Rule 101(b)(8)

    

 

 

Sakura Sogo REIT Toshi Hojin

(Name of Subject Company)

 

 

Sakura Sogo REIT Investment Corporation

(Translation of Subject Company’s Name into English (if applicable))

Japan

(Jurisdiction of Subject Company’s Incorporation or Organization)

Star Asia Investment Corporation

(Name of Person(s) Furnishing Form)

Investment Unit

(Title of Class of Subject Securities)

N/A

(CUSIP Number of Class of Securities (if applicable))

Star Asia Investment Management Co., Ltd.

President and CEO

Atsushi Kato

Atago Green Hills Mori Tower 18F, 2-5-1, Atago, Minato-ku, Tokyo 105-0002, Japan

+81-3-5425-1340

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

N/A

(Date Tender Offer/Rights Offering Commenced)

 

 

 


PART I – INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

 

  (a)

See Exhibit Index.

 

  (b)

Not applicable.

Item 2. Informational Legends

The required legend is prominently included in the document(s) attached hereto as Exhibits.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

  (1)

Not applicable.

 

  (2)

Not applicable.

 

  (3)

Not applicable.

PART III – CONSENT TO SERVICE OF PROCESS

 

  (1)

Form F-X filed concurrently with the Commission on March 3, 2020.

 

  (2)

Not applicable.


Exhibit Index

 

Exhibit
Number

  

Description

1    Notice Concerning Execution of a Merger Agreement by and between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation
2    Notice Concerning the Forecast of Operating Results and Distributions Subsequent to the Merger of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation for the Fiscal Periods Ending January 31, 2021 and July 31, 2021
3    Merger Agreement between Start Asia Investment Corporation and Sakura Sogo REIT Investment Corporation


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Star Asia Investment Corporation

By:

 

/s/ Atsushi Kato

Name:

 

Atsushi Kato

Title:

 

Executive Director

Date: March 3, 2020


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Exhibit 1

March 2, 2020

 

   

Real Estate Investment Trust Securities Issuer

   

Star Asia Investment Corporation

 

                

 

Representative:    Atsushi Kato, Executive Director

   

(Securities Code: 3468)

   

Real Estate Investment Trust Securities Issuer

   

Sakura Sogo REIT Investment Corporation

   

Representative:    Toru Sugihara, Executive Director

   

(Securities Code: 3473)

   

Asset Management Company

   

Star Asia Investment Management Co., Ltd.

   

Representative:    Atsushi Kato, President and CEO

   

Inquiries:            Akiko Kanno, Director and CFO

   

TEL: 03-5425-1340

Notice Concerning Execution of a Merger Agreement by and between

Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation

Star Asia Investment Corporation (“SAR”) and Sakura Sogo REIT Investment Corporation (“SSR”), based on a memorandum of understanding regarding merger (the “MOU”) executed by and between them and announced in the “Notice Concerning Execution of Memorandum of Understanding Regarding Merger with Sakura Sogo REIT Investment Corporation” by SAR and “Notice Concerning Execution of Memorandum of Understanding and Measures to Ensure Fairness Regarding Merger with Star Asia Investment Corporation” by SSR (the “SSR’s Press Release on Execution of Memorandum of Understanding”), both dated January 30, 2020, after the completion of necessary procedures for the merger, such as the conduct of due diligence, have today at their respective board of directors meetings, resolved to undertake an absorption-type merger, with August 1, 2020 as the effective date as described below, whereby SAR will be the surviving corporation and SSR will be the dissolving corporation in the merger (the “Merger”), and have today also executed a merger agreement (the “Merger Agreement”) to that effect as set forth below.

 

To unitholders in the United States:

The merger described in this press release involves securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. In addition, it may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country and all of its officers and directors are residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than under the merger, such as in the open market or through privately negotiated purchases.

This document has been translated from the Japanese-language original document for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

 

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1.

Purpose of the Merger

The economic environment in Japan has generally been maintained in good condition and companies have maintained a high level of earnings as a result of increased investments in equipment and improvements in the areas of employment and wages. However, the Bank of Japan is continuing with its monetary easing policy in the midst of uncertainties about the world economy due to events like the trade conflict between the US and China as well as the emergence of a new type of viral pneumonia. It is necessary to continue paying attention to the trend of domestic and overseas financial markets and capital markets.

As for the property market, various market participants such as listed REITs, private REITs, overseas investors and domestic business entities continue to invest actively while financing continues to be available because of the monetary easing policy adopted by the Bank of Japan. Competition in property deals is becoming more intense and yields remain low, while investment targets are becoming more diverse with 64 listed REITs and over 30 private REITs existing as of today. Considering current conditions in the property market, it is important to take effective measures to maximize unitholder profit, rather than to seek forcible expansion of asset size through property acquisitions.

Based on this, SAR and SSR are certain that the Merger, which is expected to bring about many merits for unitholders of SAR and SSR, such as an increase in revenue stability owing to the expansion of asset size, an increase in distributions per unit as a result of cost reduction, and enhanced liquidity of investment units due to an increase in the market capitalization, will contribute to the maximization of value for unitholders of SAR and SSR.

<History of SAR>

SAR was listed on the Real Estate Investment Trust Securities Market of the Tokyo Stock Exchange in April 2016 as a diversified REIT with 18 properties (with a total acquisition price of 61.4 billion yen). SAR entrusts its asset management functions to Star Asia Investment Management Co., Ltd. (“SAIM”), which belongs to Star Asia Group (Note1), an independent property investment group. SAR has increased its capital through public offerings for property acquisitions three times so far, and has been developing its portfolio with diversified assets, including office buildings, residences, logistics facilities and hotels mainly in the Tokyo area. Since its listing, SAR has been advocating active management, the basic principle of which is maximization of unitholder value. SAR examines and take various measures by thinking outside the box. Typical examples include four asset replacements (Note2) that enabled distribution of profits on sale to the unitholders by enhancing the portfolio quality and producing profits on the sale of such properties, as well as investments in mezzanine debt which is only SAR has conducted among the listed REITs today. As of the date of this press release, SAR has had seven fiscal periods of operating history since its listing and manages a portfolio of 34 properties (with a total acquisition price of 102.3 billion yen).

 

  (Note 1)

“Star Asia Group” is a group led by Malcolm F. MacLean IV and Taro Masuyama, who founded the group and remain key players of the group to this day. “Star Asia Group” consists of all related entities and investment destinations (funds in which both Malcolm F. MacLean IV and Taro Masuyama are involved in the decision-making and the investment destinations of such funds).

  (Note 2)

SAR’s fifth asset replacement described in the “Notice Concerning Acquisition and Transfer of Real Estate Beneficial Interest in Trust (Fifth Asset Replacement)” announced by SAR on the date of this press release is not included.

 

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<History of SSR>

SSR was listed on the Real Estate Investment Trust Securities Market of the Tokyo Stock Exchange in September 2016 as a diversified REIT holding 18 properties (with a total acquisition price of 57.3 billion yen), sponsored by the Galileo Group (Note 1), an Australian independent property and fund management group, and the Nippon Kanzai Group (Note 2). SSR has had seven fiscal periods of operating history since its listing and manages a portfolio of 18 properties (with a total acquisition price of 57.5 billion yen) as of the date of this press release.

However, SSR has not received sufficient support from the Galileo Group, its main sponsor, and despite SSR being listed at around the same time as SAR, its asset size as of the date of this press release is roughly the same as the size as of SSR’s listing. Additionally, SSR has never increased its capital through a public offering. Furthermore, a relatively high level of asset management fees and average interest on loans were one of the factors hindering the growth of distributions per unit. Moreover, SSR has only sold properties but has not conducted any acquisition in the fiscal period ended in June 2018. This has resulted in the lowered earning capacity of the portfolio, and profits on sale have been allocated to the costs of preparing suspended issuances of investment units instead of being distributed to unitholders. This management approach is not considered to be prioritizing unitholders, and distributions per unit have been stagnant since the second fiscal period after SSR’s listing, in which it became unaffected by factors such as fixed property tax. Therefore, SSR has been reconsidering a growth strategy which includes the possibility of a merger.

 

  (Note 1)

“Galileo Group” is an Australia-based business group led by Galileo Sydney Holdings Pty Limited, Galaxy JREIT Pty Limited and Werrett Family Pty Ltd, and engages in the property development and fund management businesses.

  (Note 2)

“Nippon Kanzai Group” is a business group led by Nippon Kanzai Co., Ltd. (which is listed on the first section of the Tokyo Stock Exchange).

<Background of execution of the Merger Agreement>

In light of the situation of SSR as described above, Lion Partners GK (“LPGK”), an affiliate of Star Asia Group, announced a proposal for the Merger (the “Proposal”) on May 10, 2019 and requested to hold a general meeting of unitholders of SSR as part of the necessary procedures for consummation of the Merger. Subsequently on June 28, 2019, LPGK received approval from the Director-General of the Kanto Local Finance Bureau to convene SSR’s general meeting of unitholders and held the general meeting of unitholders at 10:00 am on August 30, 2019 (hereinafter referred to as the “Unitholders’ Meeting Convened by LPGK”).

Among the following Proposed Agenda Items 1 through 4, the Unitholders’ Meeting Convened by LPGK voted on Proposed Agenda Items 2 through 4. Proposed Agenda Item 1 was withdrawn because Executive Director Makoto Muranaka had resigned. All voted agenda items, Proposed Agenda Item 2 through Proposed Agenda Item 4, were adopted and approved by resolution as per the original proposals. (With respect to Proposed Agenda Item 2 and Proposed Agenda Item 4, an attending unitholder submitted a motion requesting amendment of the proposal, but both of such motions were rejected.)

 

 

Proposed Agenda Item 1:

  

 

Removal of Executive Director Makoto Muranaka

  
   

Proposed Agenda Item 2:

   Appointment of Executive Director Toru Sugihara   
   

Proposed Agenda Item 3:

  

Cancellation of the asset management entrustment agreement with Sakura Real Estate Funds Management, Inc.

  
   

Proposed Agenda Item 4:

  

Entering into an asset management entrustment agreement with Star Asia Investment Management Co., Ltd.

 

  

 

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In connection with the resolutions at the Unitholders’ Meeting Convened by LPGK, Galaxy JREIT Pty Limited, which is a unitholder of SSR and the shareholder that owns all of the voting rights in Sakura Real Estate Funds Management, Inc. (“SREFM”), which had been the asset management company of SSR until February 29, 2020, later filed an action seeking rescission of the resolutions adopted at the unitholders’ meeting with the Tokyo District Court (the “Action for Rescission of Resolutions”) as well as a petition for an order of injunction to suspend performance of duties and to appoint an acting representative for SSR’s executive director, a petition for an order of injunction to suspend the effects of resolutions of general meeting of unitholders, etc., and a petition for an order of injunction to prohibit certain acts on the basis of seeking to preserve the right to seek an injunction against illegal acts (hereinafter collectively referred to as the “Petitions”). However, the Action for Rescission of Resolutions has been dismissed by the Tokyo District Court on February 27, 2020 (although the period for filing an appeal has not yet elapsed, so it is uncertain whether an appeal will be filed or not). Each of the Petitions has been either dismissed by the court (A petition for permission to appeal, however, has been filed against the Tokyo high court’s dismissal of the immediate appeal as to one of the Petitions. In addition, the petitioner may file an immediate appeal against the other dismissal.) or withdrawn by the petitioner (furthermore, a petition for a provisional disposition order against SSR relating to the rights under the asset management agreement has been separately filed by SREFM).

In the course of its discussions with SAR to review the Merger, SSR has established a special committee (the “Special Committee”) consisting of Shigeru Kaneda and Hirotaka Isayama, Supervisory Directors of SSR, who are independent from Star Asia Group and the result of the Merger, and Kiyoshi Kondaibo, a third party. SSR has executed an MOU for the Merger with SSR because it has received an opinion on January 30, 2020 from the Special Committee concluding that it is reasonable for SSR to enter into the MOU and to review, negotiate, and conduct due diligence with a view toward an expedited execution of a definitive agreement.

After executing the MOU, each of SAR and SSR has conducted due diligence and entered into discussions regarding the terms of the Merger based on the MOU. SAR and SSR have executed the Merger Agreement today because they have agreed to the terms of the Merger, including the merger ratio.

<Purpose of the Merger>

SAR believes that the Merger will contribute to: (i) further diversification of its portfolio both in terms of geographical area and asset type and increase stability of portfolio revenue through the expansion of asset size; (ii) improved efficiency of operational costs; and (iii) larger market capitalization and improved liquidity.

As for SSR, the Merger is also expected to enable it to achieve its initial goal of having 150 billion yen of assets under management. Additionally, the Merger is expected to increase the stability of SSR’s portfolio revenue through diversification both in terms of area and asset type due to the expansion in asset size, and realize improved efficiency of SSR’s operational costs and increase its market capitalization and the liquidity of its investment units. Furthermore, SSR believes the Merger is the best option because a management approach that seeks to maximize unitholder value can be expected after the Merger as a result of active management by SAIM and the promotion of external growth by taking advantage of the preferential negotiating rights that SAR enjoys.

 

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The asset size of SAR after the Merger is expected to be 53 properties (Note) with a value of 166.8 billion yen (Note), which is a great step toward the asset size of 200 billion yen, which SAR has set as the goal for external growth. In addition, SAR believes that expansion of the asset size (and increase in the number of properties held) will increase its flexibility in conducting active management. After the Merger, SAR will seek to maximize unitholder value of the SAR after the Merger, taking advantage of the strong support from the Star Asia Group in contributing to SAR’s external growth.

Along with the Merger, SAR is scheduled to acquire and transfer assets as described in the “Notice Concerning Acquisition and Transfer of Real Estate Beneficial Interest in Trust (Fifth Asset Replacement)” announced on the date of this press release, aiming to improve the quality of its portfolio as well as to return profits to unitholders.

 

  (Note)

Total of number of properties and asset size (based on the acquisition price) after the acquisition and sale of the asset described in the “Notice Concerning Acquisition and Transfer of Real Estate Beneficial Interest in Trust (Fifth Asset Replacement)” announced by SAR on the date of this press release, and the number of properties and the estimated acquisition price of the assets held by SSR (which price is as described in the appraisal report as of November 1, 2019 obtained by SAR), respectively.

 

2.

Overview of the Merger

 

  (1)

Schedule of the Merger

SAR

 

Record date for the general meeting of unitholders       

January 31, 2020

Board of Directors meeting to approve the Merger Agreement

Date of execution of the Merger Agreement

 

 

  

March 2, 2020

Date of general meeting of unitholders       

March 31, 2020 (tentative)

Record date for splitting the investment units       

July 31, 2020 (tentative)

Effective date for splitting the investment units

Effective date of the Merger

      

August 1, 2020 (tentative)

Registration date of the Merger       

Early August, 2020 (tentative)

 

  (Note1)

SAR plans to split one investment unit into two investment units with July 31, 2020 as the record date for splitting the investment units and August 1, 2020 as the effective date of the split (the “Investment Unit Split”). Please refer to “(3) Allocation of Investment Units under the Merger (Note 2)” below for more details.

SSR

 

Record date for the general meeting of unitholders       

December 31, 2019

Board of Directors meeting to approve the Merger Agreement

Date of execution of the Merger Agreement

 

 

  

March 2, 2020

Date of general meeting of unitholders       

March 30, 2020 (tentative)

Date of delisting       

July 30, 2020 (tentative)

Effective date of the Merger       

August 1, 2020 (tentative)

Registration date of the Merger       

Early August, 2020 (tentative)

 

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  (2)

Form of the Merger

SAR will be the surviving corporation under an absorption-type merger and SSR will be dissolved in the Merger.

 

  (3)

Allocation of Investment Units under the Merger

 

    

SAR
(Surviving corporation in the
absorption-type merger)

 

  

SSR
(Dissolving corporation in the absorption-type merger)

 

Allocation of investment units

under the Merger

   1   

 

1.78

 

  

(Reference):

Before the Investment Unit
Split

0.89

 

  (Note 1)

The number of new SAR investment units to be issued as a result of the Merger (the number of units after the Investment Unit Split of SAR): 592,741 investment units

  (Note 2)

SAR plans to split one investment unit into two investment units with July 31, 2020 as the record date for splitting the investment units and August 1, 2020 as the effective date of the split; the allocation ratio shown above and the number of new investment units SAR will allocate and deliver are subject to the Investment Unit Split taking effect. The merger ratio before the Investment Unit Split is SSR 0.89 to SAR 1; however, on the basis of that ratio, against one SSR investment unit, 0.89 SAR investment units would be allocated and delivered, and this would result in many SSR unitholders being allocated fractions of less than one SAR investment unit. To make it possible for SSR unitholders to continue holding SAR investment units after the Merger, a split of the investment units will be carried out before the effective date of the Merger, in the ratio of two investment units to one SAR investment unit for the purpose of delivering to all SSR unitholders at least one SAR investment unit, and for every one SSR investment unit, 1.78 SAR investment units post-Investment Unit Split will be allocated and delivered. For more details on the Investment Unit Split, please refer to the “Notice Concerning a Split of Investment Units,” released by SAR today.

  (Note 3)

As a result of allocating 1.78 SAR investment units to SSR unitholders for each SSR investment unit held, fractions of less than one investment unit will occur in the number of investment units that must be delivered. Those fractional units of less than one share will be sold through market transactions, and the proceeds from such sale will be delivered to the unitholders allocated fractional shares in accordance with the fractions held pursuant to the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended; the “Investment Trust Act”).

  (Note 4)

In addition to the abovementioned investment units, SAR intends to pay SSR unitholders (the unitholders stated or recorded in the final unitholders’ register on the day before the effective date of the Merger (excluding those SSR unitholders who have demanded the purchase of their investment units pursuant to Article 149-3 of the Investment Trust Act) (hereinafter referred to as the “Unitholders Subject to Allocation”), in lieu of cash distributions for the business period of SSR from January 1, 2020 to July 31, 2020, a merger consideration in the form of cash distribution based on SSR’s distributable income for that same period of an amount (disregarding fractions of a yen) which is the quotient resulting from a division of the amount of SSR’s distributable income on the date before the effective date of the Merger by the number of issued SSR investment units on that date as reduced by the number of investment units held by unitholders other than the Unitholders Subject to Allocation. The merger consideration will be paid within a reasonable period from the effective date of the Merger. Details will be notified as soon as they are finalized.

 

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In addition, SSR will table before a general meeting of its unitholders, which is scheduled to be held on March 30, 2020, a proposal for an amendment to be made to its articles of incorporation with a view to changing its fiscal periods from the current dates of June 30 and December 31 to January 31 and July 31. If the aforementioned amendment is approved in the general meeting of the unitholders, the last period before the effective date of the Merger is expected to be a seven -month business period from January 1, 2020 to July 31, 2020, and cash distributions with June 30, 2020 as the record date will not be distributed (and instead, as mentioned above, a merger consideration in the form of cash distributions based on SSR’s distributable income for that same period will be paid).

 

  (4)

Changes to the Articles of Incorporation of the Surviving Corporation

SAR is considering to submit to its general meeting of unitholders, scheduled to be held on March 31, 2020, a proposal for partial amendment of its articles of incorporation to clarify the method of calculating asset management fees in the case of a merger (the “Amendment of the Articles of Incorporation”). However, no amendment of the articles of incorporation (subject to the Merger becoming effective) is currently scheduled. Details of the Amendment of the Articles of Incorporation will be disclosed as soon as they are finalized.

In addition, SAR plans to file a notification pursuant to Article 191 of the Investment Trust Act as soon as such amendment of the articles of incorporation becomes effective.

 

  (5)

Main Conditions of the Merger

The Merger is based on the premise that the following conditions and other conditions as provided in the Merger Agreement are satisfied. If such conditions are not satisfied by the date preceding the effective date of the Merger or it becomes clear that such conditions will not be satisfied by the date preceding the effective date of the Merger, either SAR and SSR has the right to cancel the Merger Agreement upon prior written notice to the other before the effective date of the Merger, without owing any responsibilities or liabilities, except where the party making such notice owes responsibilities and liabilities as a result of a breach by such party of certain other terms of the Merger Agreement.

 

   

approvals by the general unitholders’ meetings of SAR and SSR, the procedures in accordance with other relevant laws and regulations, and approvals and authorizations considered necessary for the implementation of the matters planned in regard to or related to the Merger having been obtained and/or completed;

 

   

there having been no breaches of agreements, violations of financial covenants or overdue payments of monetary liabilities (including taxes and public charges) by either of SAR or SSR (excluding minor items);

 

   

there having been no occurrence of an event of acceleration (including events of acceleration due to passing of time or notice, or both), suspension of payment or inability to pay debts by either SAR or SSR;

 

   

consents covering the implementation of the Merger and the basic terms and conditions of loans subsequent to the effectiveness of the Merger having been received in advance from all financial institutions lending to either SAR or SSR, and those consents not having been rescinded; and, in respect of each loan agreement, all necessary measures having been taken to ensure no breach of any financial covenant clause, no breach of covenant clause and no occurrence of any acceleration event attributable to SAR after the Merger;

 

   

each of SAR and SSR having reasonably confirmed that it is not required to file a registration statement on Form F-4 in regard to the Merger under the Securities Act of the United States;

 

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no petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings or commencement of other similar legal insolvency proceedings having been filed against either SAR or SSR.

 

   

no revocation of registrations, suspension of all or part of operations or other administrative disposition which could cause serious impediment to or have a serious adverse impact on the execution of the Merger having been taken by a supervisory government agency against SAR and SSR, and their asset management companies;

 

   

there has occurred no other event that would reasonably be deemed to seriously prevent realization of the Merger or to make it significantly difficult to realize the Merger other than the above.

 

3.

Basis for Calculation of Allocation of Investment Units under the Merger

 

  (1)

Basis for Calculation

SAR has appointed Nomura Securities Co., Ltd. (“Nomura Securities”), and SSR has appointed Mizuho Securities Co., Ltd. (“Mizuho Securities”), respectively, as their financial advisors for the Merger. SAR and SSR have requested their respective financial advisors to conduct financial analysis with regard to the merger ratio used in the Merger in order to calculate the merger ratio used in the Merger in a fair manner.

Summaries of the calculations made by Nomura Securities and Mizuho Securities each indicate figures prior to taking into account the Investment Unit Split, by SAR, of one investment unit into two investment units as mentioned in the section “2. Overview of the Merger (3) Allocation of Investment Units under the Merger” above.

Because the investment units of SAR and SSR are both listed on the Tokyo Stock Exchange and market prices are available, Nomura Securities used average market investment unit price analysis, and because there are multiple listed investment corporations comparable to each of SAR and SSR and an analogical estimate based on comparable investment corporations is possible, it also used a comparable investment corporation analysis. To reflect the state of future business operations in the calculations, Nomura Securities conducted a discounted cash flow analysis (“DCF Analysis”). Further, to reflect in its estimations the amount of the impact of fair value and realizable value on net assets, Nomura Securities also used the adjusted net asset method in its calculations. A summary of Nomura Securities’ calculations is shown below. The range of values for the merger ratio shown indicates the range of estimates for SSR when the value for one SAR investment unit is considered to be 1.

In its average market investment unit price analysis, Nomura Securities used the simple average of the closing prices on May 10, 2019 (the “First Calculation Base Date”), the five business days including and preceding the First Calculation Base Date, the one-month period including and preceding the First Calculation Base Date, the three-month period including and preceding the First Calculation Base Date, and the six-month period including and preceding the First Calculation Base Date, as well as the simple arithmetic average of the closing prices on February 27, 2020 (the “Second Calculation Base Date”), the five business days including and preceding the Second Calculation Base Date, the one-month period including and preceding the Second Calculation Base Date, the three-month period including and preceding the Second Calculation Base Date, and the six-month period including and preceding the Second Calculation Base Date, respectively.

SAR’s business plan that Nomura used as the basis for the DCF Analysis includes certain fiscal periods for which significant increase or decrease in profits is expected. A substantial increase in profits from the previous period is expected for the fiscal period ending July 2020 with an operating profit of 2,346 million yen, an ordinary profit of 2,072 million yen, and a net profit of 2,072 million yen. A substantial decrease in profits from the previous period is expected for the fiscal period ending July 2021 with an operating profit of 1,755 million yen, an ordinary profit of 1,477 million yen, and a net profit of 1,476 million yen. These are due to gain on the sale of Alphabet Seven, which is planned to be sold in the fiscal periods ending July 2020 and January 2021. For details in the supplemental explanation regarding the assumptions and disclaimers of Nomura Securities’ analysis, please refer to Note 1 at the end of this press release.

 

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Valuation Method

  Range of Merger Ratio

Average Market Investment Unit

Price Analysis

(First Calculation Base Date)

  0.80 - 0.81

Average Market Investment Unit

Price Analysis

(Second Calculation Base Date)

  0.83 - 0.84

Comparable Investment

Corporation Analysis

  0.89 - 1.09

DCF Analysis

  0.83 - 0.93

Adjusted Net Asset Method

  0.90

In performing its analysis, Mizuho Securities reviewed the financial information disclosed by SAR and SSR as well as the published information available to the public and other information. Because the investment units of SAR and SSR are both listed on the Tokyo Stock Exchange and market prices are available, Mizuho Securities used a market investment unit price based analysis. In addition because there are multiple listed investment corporations that are similar to SAR and SSR to a certain degree in terms of, among others, owned real property portfolio and others from the viewpoint of analyzing the range of merger ratio, although they are not directly comparable with SAR and SSR, and an analogical estimate of the unitholder value based on comparable investment corporations is possible, Mizuho Securities also conducted a comparable investment corporation analysis. In addition, Mizuho Securities conducted the dividend discount model analysis as a method of calculation (“DDM Analysis”) of the unitholder value based on dividends that unitholders of SAR and SSR could be expected to receive in the future, and for the purpose of reflecting the market value of properties held by each of SAR and SSR, Mizuho Securities also used the adjusted net asset method.

The calculated ranges of the merger ratio shown below are the range of the number of SAR investment units to be allocated for each investment unit of SSR.

 

Valuation Method

  Range of Merger Ratio

Market Investment Unit Price

Based Analysis

  0.83 - 0.84

Comparable Investment

Corporation Analysis

  0.81 - 1.04

DDM Analysis

  0.80 - 1.09

Adjusted Net Asset Method

  0.87 - 0.90

 

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In performing the market investment unit price based analysis, Mizuho Securities adopted February 27, 2020 as the reference date (the “Reference Date”) and reviewed the investment unit price on the Reference Date and the average of the closing investment unit prices during the most recent five business days, the most recent month, the most recent three-month period and the most recent six-month period, each ending on the Reference Date.

In performing the DDM Analysis, Mizuho Securities assessed the unitholder’s value for SSR and SAR by discounting each investment corporation’s future theorized dividend based on financial forecasts at a certain discount rate to the present value. When estimating SSR’s future theorized dividend based on financial forecasts, for purposes of the financial forecasts prepared by SREFM for the period from June 2020 to December 2022, Mizuho Securities took into consideration that the asset management fee rate will decrease due to the change of the asset management company from SREFM to SAIM, as the Special Committee concluded it reasonable to do so. On the other hand, when estimating SAR’s future theorized dividend based on financial forecasts, Mizuho Securities amended the financial forecasts prepared by SAIM for the period from July 2020 to January 2023, so that it will not take into consideration the sale of properties owned by SAR and the acquisition of new properties, as the Special Committee concluded it reasonable to do so. The financial forecasts of SAR and SSR used as the basis for the calculation in the DDM Analysis were not created on the assumption that the Merger will be implemented. There were no fiscal years in which a significant increase or decrease in profit was expected in the future profit plans of SAR and SSR, on which Mizuho Securities relied in performing the DDM Analysis.

For details of the supplemental explanation regarding the assumptions and disclaimers for Mizuho Securities’ analysis, please refer to Note 2 at the end of this press release.

 

  (2)

Background to Calculations

As a result of discussions and negotiations over an extended period comprehensively taking into consideration such factors as the financial performance and state of the assets and liabilities of each of SAR and SSR, their future business prospects, the merits of the Merger and the results of the analyses performed by their respective financial advisors, SAR and SSR determined that the above merger ratios are fair.

For the process regarding the assessment of the merger ratio by SSR, please also refer to “(5) Measures to Ensure Fairness i. Measures to ensure fairness in assessing the propriety of the Merger and the merger ratio” below.

 

  (3)

Relationships with the Institutions Which Performed the Calculations

Neither Nomura Securities nor Mizuho Securities is deemed a related party of SAR or SSR pursuant to Article 67, paragraph 4 of the Ordinance on Accounting at Investment Corporations (Cabinet Office Ordinance No. 47 of 2006, including subsequent amendments) and neither has any material interests to be disclosed with respect to the Merger.

 

  (4)

Prospects and Reasons for Delisting

The Merger is planned to be executed in the form of an absorption-type merger whereby SAR will be the surviving corporation and SSR will be dissolved in accordance with Article 143(iv) of the Investment Trust Act. The SSR investment units are expected to be delisted on July 30, 2020, two business days prior to the effective date of the Merger, in accordance with the delisting criteria stipulated by the Tokyo Stock Exchange. As consideration for the Merger, each of SSR’s unitholders will be allocated new SAR investment units according to the number of SSR investment units they hold, thus becoming SAR unitholders, and because SAR investment units are listed on the Tokyo Stock Exchange, those unitholders will continue to have the opportunity to trade their investment units on the Tokyo Stock Exchange.

 

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  (5)

Measures to Ensure Fairness

 

  i.

Measures to ensure fairness in assessing the propriety of the Merger and the merger ratio

In the course of assessing the Merger, SAR reported on a timely basis the status of its assessment to its board of directors composed of one executive director and two supervisory directors, whose independence from the asset management company is ensured in terms of the Investment Trust Act, and all material matters of its assessments were deliberated and approved by its board of directors.

In addition, SAR appointed Anderson Mori & Tomotsune as its legal advisor for the Merger, and received advice concerning the methodology and process relating to the procedures and decision-making process for the Merger.

With respect to SSR, Executive Director Toru Sugihara appointed by the Proposal had been a director of SAIM, which is SAR’s asset management company, before the Proposal was submitted, and even thereafter he had been the representative director of LPGK, which made the Proposal. He is also an employee of Star Asia Management Japan Ltd., a subsidiary of Star Asia Management Ltd., with which SAR and SAIM have each executed a sponsor support agreement. Although, he has retired as director of SAIM and representative director of LPGK and is not engaging in any duties other than as executive director of SSR, it cannot be ruled out that he could be deemed to be potentially subject to the influence of Star Asia Group when making decisions. Further, since SSR’s asset management company has been changed to SAIM as of March 1, 2020, such that SSR and SAR now share the same asset management company, it cannot be ruled out that the Merger may cause conflicts of interest due to its structure. Given the foregoing, SSR has taken the following measures to ensure the fairness of the Merger.

 

  a.

Obtaining Report from Independent Special Committee

Given that the potential conflicts of interest due to the Merger cannot be ruled out because of its structure as stated above, SSR has established the Special Committee consisting of three members, namely, Mr. Shigeru Kaneda and Mr. Hirotaka Isayama, Supervisory Directors of SSR, who are independent from Star Asia Group (including SAR) and the result of the Merger, and Mr. Kiyoshi Kondaibo who is a third party (for the independence and appropriateness of Mr. Kondaibo, please see SSR’s Press Release on Execution of Memorandum of Understanding) at the meeting of its board of directors held on December 19, 2019, in order to ensure the fairness of the decisions to be made when considering whether it is appropriate to carry out the Merger and the fairness of its terms. In addition, SSR delegated to the Special Committee the task of assessing the propriety of the Merger and to give its opinions to SSR’s board of directors.

In the resolution of SSR’s board of directors to establish the Special Committee, SSR’s board of directors also decided that: (i) the determination by the Special Committee, including its affirmative or negative opinions concerning the Merger, must be respected to the maximum extent when deciding on the Merger at a meeting of the board of directors; and (ii) if the Special Committee determines that the implementation of the Merger or its terms are not appropriate, the board of directors of SSR will decide against carrying out the Merger. Also in the resolution, SSR’s board of directors authorized the Special Committee, among others, : (a) to negotiate with SAR about the Merger; (b) to appoint a financial or legal advisor for the Special Committee or designate or approve a financial or legal advisor for SSR; and (c) to receive information necessary to assess and appraise the Merger from the board of directors of SSR. Remuneration is paid to the members of the Special Committee based on the number of hours they spend performing their duties, respectively, regardless of the content of their opinions.

 

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Upon such delegation, the Special Committee carefully consulted and discussed these issues by preparing reports, sharing information, deliberating and reaching decisions through its meetings that were held eleven times in total during the period from December 19, 2019 until February 28, 2020, and by other means such as e-mail as appropriate. In such discussions and assessment, the Special Committee received advice from Mori Hamada & Matsumoto, legal advisor of SSR, concerning the method of discussion and the content of determination and other matters related to the Merger.

The Special Committee received necessary information for assessment of the Merger, including detailed explanations and information on SAR’s initial proposal for the Merger, SAR’s proposal for the merger ratio of the Merger, the respective preparation procedures for and contents of business plans of SAR and SSR, assumptions for the calculation of the merger ratio by Mizuho Securities and the results thereof, and drafts of the timely disclosure and convocation notice of the general meeting of unitholders relating to the Merger. The Special Committee also received professional advice from the advisors, and thus it received sufficient information for its determination. In addition to negotiations with SAR on the MOU, the Special Committee was kept informed about the details of SAR’s proposal for the merger ratio in a timely manner whenever SSR received any such proposal from SAR, since the time SSR received the first SAR proposal for the merger ratio on February 13, 2020 after the Unitholders’ Meeting Convened by LPGK and discussed and reviewed such proposal taking into account financial advice from Mizuho Securities. After such discussion and review and with a view to obtaining more favorable terms of the Merger than those in the merger proposal announced by Star Asia Group on August 7, 2019, the Special Committee negotiated with SAR about the terms of the Merger by among others, instructing and requesting Mizuho Securities to request SAR to increase the merger ratio and discussing directly with SAR. The anticipated merger ratio of the Merger announced by Star Asia Group on August 7, 2019 was to allocate 0.88 investment unit of SAR (before the Investment Unit Split) to one investment unit of SSR, but as a result of such negotiations by the Special Committee, it was finally agreed to allocate 0.89 investment unit of SAR (before the Investment Unit Split) to one investment unit of SSR. The Special Committee submitted its report as of March 2, 2020 to SSR’s board of directors to the effect that it was appropriate for SSR to carry out the Merger since: (a) the Merger was deemed as capable of increasing the value of SSR; (b) fair procedures were being implemented to secure the interests of SSR’s general unitholders upon the Merger; and (c) the terms of the Merger were deemed fair. The outline of the report is as follows:

(a) Assessment from the viewpoint of increasing the value of SSR

It is reasonable to determine that the Merger contributes to increasing the value of SSR since: (i) implementation of the Merger is expected to stabilize distributions, secure external growth potential and reduce certain operational costs, and therefore the Merger is considered beneficial to the resolution of various issues faced by SSR and to increasing the value of SSR; and (ii) with advice from Mizuho Securities, screening of investment corporations that may be a potential counterparty of a merger with SSR was conducted, and it was confirmed with several investment corporations that were highly likely to make a merger proposal challenging the Merger whether they intended to make a specific proposal for a merger with SSR, and even though an opportunity was provided for the making of such proposal over a long period of time, no proposal for a merger, acquisition, alliance or other similar transaction was made by any third party (except the Proposal and a proposal that was made during the market check conducted by SSR prior to a merger with MIRAI Corporation). Therefore, there are no actual options, other than the Proposal, that may contribute to increasing the value of SSR.

 

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(b) Assessment from the viewpoint of securing the interests of general unitholders through fair procedures

It is recognized that, in connection with the Merger, (a) there are situations that may be deemed as equivalent to transactions between independent parties in the course of determining the terms and conditions of the transaction, (b) there are opportunities for general unitholders to make appropriate decisions based on sufficient information, and (c) fair procedures are implemented to secure the interests of general unitholders, by taking into consideration the following matters and others:

 

  (i)

the Special Committee, composed of independent members, was established for purposes of assessing the proposed Merger. The Special Committee discussed and assessed SAR’s proposal for the Merger and negotiated with SAR over the terms of the Merger after receiving information necessary for assessing the Merger and obtaining advice from the advisors based on its professional knowledge and a written merger ratio calculation report from a third-party appraiser, and the Special Committee is recognized as having operated effectively.

 

  (ii)

As described in d. below, since it cannot be denied that SSR’s Executive Director Mr. Sugihara may be deemed as potentially subject to the influence of Star Asia Group, he and SAIM, the asset management company, are not involved in the decision-making process and the assessment and negotiation of the Merger.

 

  (iii)

As described in e. below, the market check was conducted carefully.

 

  (iv)

Certain disclosure of information is scheduled in the timely disclosure of execution of the MOU, timely disclosure of execution of the Merger Agreement, Convocation Notice of General Meeting of Unitholders and others.

(c) Appropriateness of terms of transactions

The merger ratio of the Merger is appropriate, because (i) the preparation procedures and contents of SSR’s business plan and SAR’s business plan, which are the basis for calculation through the DDM Analysis in the written merger ratio calculation report prepared by Mizuho Securities, are not particularly unreasonable, (ii) the written merger ratio calculation report is not particularly unreasonable in terms of the methods and results of calculation, and can be judged reliable, and the merger ratio of the Merger exceeds the upper limit of the valuation range based on the market investment unit price based analysis, and is within the valuation range based on the comparable investment corporation analysis, the DDM Analysis and the adjusted net asset method, and (iii) the merger ratio is the ratio agreed upon through good faith negotiations between the Special Committee and SAR. In addition, the terms of the Merger transactions are fair because no any unfavorable terms has been imposed on SSR in connection with the Merger.

 

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(d) Conclusion

Based on (a) through (c) above, it is appropriate for SSR to consummate the Merger because (i) the Merger will contribute to the improvement of SSR’s value, and (ii) there are fair procedures in place to protect the interests of SSR’s general unitholders in connection with the Merger, and the terms of the Merger transactions are fair.

 

  b.

Receiving a calculation report from an independent third-party appraiser

SSR has appointed Mizuho Securities (which is independent of SAR and SSR) as its financial advisor and third-party appraiser for the Merger with the approval of the Special Committee, and received a written merger ratio calculation report on February 28, 2020. For a summary of the written merger ratio calculation report, please refer to “(1) Basis for Calculation” above. SSR’s fee for Mizuho Securities is a contingent fee that will be paid subject to successful completion of the Merger and satisfaction of some other terms.

 

  c.

Obtaining advice from an independent legal advisor

SSR has appointed Mori Hamada & Matsumoto (which is independent of SAR and SSR) as its legal advisor for the Merger with the approval of the Special Committee, and obtained legal advice on such matters as the methods and process of deliberation on the Merger at the Special Committee, and details of measures to ensure fairness in considering the Merger.

 

  d.

Non-involvement of those who have an interest in the process of decision-making, examination and negotiations relating to the Merger

Since it cannot be ruled out that Mr. Sugihara, SSR’s executive director, could be deemed to be influenced by the Star Asia Group when making decisions, he has not participated in the deliberation and resolution concerning the execution of the Merger Agreement at SSR’s board of directors, nor has he participated in discussions and negotiations with SAR over the merger ratio of the Merger and other terms of the transaction. As he is SSR’s sole executive director, Mr. Sugihara has provided necessary explanations and information to the Special Committee, and carried out various administrative procedures to examine the Merger. In the process of examining the Merger, however, the Special Committee expelled Mr. Sugihara from the floor and kept him out of the deliberation and examination of matters for which the Special Committee determined Mr. Sugihara should not participate in discussions from the standpoint of independence based on the advice from Mori Hamada & Matsumoto. Mr. Sugihara therefore has not been involved in the substantial deliberation and examination of the Merger at the Special Committee.

In addition, SSR’s asset management company was changed to SAIM, which is SAR’s asset management company, on March 1, 2020, which means that SSR and SAR now retain the same asset management company. However, SAIM has never been involved in the examination of the terms of the Merger, including the appropriateness and merger ratio of the Merger, nor has it participated in discussions and negotiations with SAR over the terms of the Merger in its capacity as SSR’s asset management company.

 

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  e.

Conducting a market check

The Special Committee conducted a market check from the standpoint of identifying potential acquirers other than SAR and ensuring the fairness of the merger ratio. Specifically, the Special Committee checked the details of the market check conducted by SSR when the Proposal was made and, based on the results of the market check, confirmed with several investment corporations, through Mizuho Securities, whether they had the intention of considering the merger with SSR, taking into account the feasibility of the merger that will contribute to SSR’s interests and other factors. As a result of the confirmation of their intentions, all the investment corporations replied that they had no ultimate intention to offer any specific proposal for the merger with SSR.

In addition, SSR agreed upon its obligation to preferentially negotiate with SAR in the MOU. However, SSR also agreed that if a third party other than SAR makes a counterproposal, SSR may discuss and negotiate the counterproposal to the extent the Special Committee would consider reasonably necessary (except where such counterproposal is made based on its active contact with third parties after the execution of the MOU), which gives third parties an opportunity to make counterproposals. Although there was approximately a 10-month period between the date of the Proposal and the execution of the Merger Agreement, no third party offered any proposal for merger, acquisition, alliance or other transactions, except for those made in the market check conducted by SSR prior to its merger with MIRAI Corporation.

 

  ii.

Measures to ensure fairness in the calculation of the merger ratio

As discussed in (1) through (3) above, each of SAR and SSR has requested its respective financial advisor to perform a financial analysis in regard to the merger ratio and the merger ratio was determined by comprehensively taking into account the results of such analyses together with other factors.

SAR, in order to ensure the fairness of the Merger and for the benefit of its unitholders, obtained from Nomura Securities, an independent third-party financial advisor, a written merger ratio calculation report providing an analysis from a financial perspective based on certain assumptions in regard to the allocation under the Merger.

SSR, for its part, in order to ensure the fairness of the Merger and for the benefit of its unitholders, obtained from Mizuho Securities, an independent third-party financial advisor, a written merger ratio calculation report providing an analysis from a financial perspective based on certain assumptions in regard to the allocation under the Merger.

In addition, as mentioned in i. above, SSR’s Special Committee (i) received an explanation from Mizuho Securities about details of the calculation results, preconditions of the calculation, and matters taken into account in the course of the calculation in connection with the written merger ratio calculation report prepared by Mizuho Securities, (ii) had a question and answer session with Mizuho Securities, and (iii) fully deliberated and examined details of the written merger ratio calculation report. As a result, the special committee concluded that the contents of the written merger ratio calculation report prepared by Mizuho Securities are not particularly unreasonable, and made its report as stated in i. above.

SAR and SSR did not, however, obtain written opinions (so-called “fairness opinions”) from their respective financial advisors to the effect that the merger ratio is reasonable from a financial perspective for their respective unitholders.

 

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4.

Outline of Merging Parties

 

                                                                 Surviving Corporation

 

  Dissolving Corporation

 

(1)    Name   Star Asia Investment Corporation

 

  Sakura Sogo REIT Investment Corporation

 

(2)    Location   2-5-1, Atago, Minato-ku, Tokyo

 

  3-8-11, Kudan Minami, Chiyoda-ku, Tokyo

 

(3)    Name of Executive Director   Atsushi Kato

 

  Toru Sugihara

 

(4)    Unitholders’ Capital   52,745 million yen

 

  29,254 million yen

 

(5)    Date of Incorporation   December 1, 2015

 

  April 1, 2016

 

(6)    Total Number of Outstanding Investment Units (Note 1)   540,824 units

 

  333,001 units

 

(7)    Fiscal Period-Ends   January and July

 

  June and December (Note 2)

 

(8)    Main Assets under Management   Real estate and real estate beneficiary interests in trust

 

  Real estate and real estate beneficiary interests in trust

 

(9)   

Total Number of Assets

(Note 1)

  Office buildings     11                   Office buildings     8                
  Residences     7                   Retail facilities     4                
  Logistics facilities     8                   Residences     4                
  Hotels     8                   Others     2                
(10)    Book Value at End of Fiscal Period (Note 1)   Office buildings     36,068 million yen     Office buildings     26,582 million yen  
  Residences     15,571 million yen     Retail facilities     22,171 million yen  
  Logistics facilities     30,877 million yen     Residences     6,574 million yen  
  Hotels     20,634 million yen     Others     2,366 million yen  
(11)    Main Finance Providers   Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., and nine other banks

 

  Sumitomo Mitsui Banking Corporation, and seven other banks

 

(12)   

Major Unitholders and Holding Ratio

(Note 1)

 

The Master Trust Bank of Japan, Ltd. (Trust account)

    9.2%    

The Master Trust Bank of Japan, Ltd. (Trust account)

    7.5%  
 

Japan Trustee Services Bank, Ltd. (Trust account)

    7.1%    

Japan Trustee Services Bank, Ltd. (Trust account)

    6.8%  
 

STAR ASIA CAPITAL I LLC

    4.5%    

Lion Partners Godo Kaisha

    5.1%  
 

STAR ASIA CAPITAL II LLC

    4.5%    

BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)

    4.5%  
 

STAR ASIA CAPITAL III LLC

    4.5%    

Morgan Stanley MUFG Securities Co., Ltd.

    3.8%  
 

STAR ASIA CAPITAL IV LLC

    4.5%              

 

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(13)   Business Results for the Last 3 Fiscal Periods

 

(In units of million yen unless otherwise specified; figures rounded down to the nearest unit)

 
     

Fiscal Period Ended:

   Star Asia Investment Corporation

 

   Sakura Sogo REIT Investment Corporation

 

   Jul. 2018     Jan. 2019       Jul. 2019       Dec. 2018     Jun. 2019       Dec. 2019   

Operating Revenue

   2,810     3,844       3,785       2,362     2,394       2,391   

Operating Profit

   1,576     2,406       2,225       1,046     1,037       1,046   

Ordinary Profit

   1,305     2,073       1,965       885     874       872   

Net Profit

   1,305     2,049       1,964       886     885       704   

Net Profit per Unit (yen)

   2,775     3,889       3,632       2,661     2,660       2,115   

Distributions per Unit (yen)

   2,773     3,720       3,625       2,662     2,660       2,116   

Net Assets per Unit (yen)

   100,477     101,400       101,215       90,513     90,512       89,967   

Net Assets

   47,287     54,839       54,739       30,141     30,140       29,959   

Total Assets

   93,553     111,079       110,240       61,643     63,389       63,111   
(14)   Name of Asset Management Company    Star Asia Investment Management Co., Ltd. (Note 3)

 

(15)   Location of Asset Management Company    Atago Green Hills Mori Tower 18F, 2-5-1, Atago, Minato-ku, Tokyo

 

(16)   Name and Title of Representative of Asset Management Company    Atsushi Kato, President and CEO

 

(17)   Relationship between Parties Involved              
    Capital Relationship   

While there is no capital relationship required to be disclosed between the Merging Parties, the asset management company for both the surviving corporation and the dissolving corporation is SAIM.

 

    Personnel Relationship   

While there is no personnel relationship required to be disclosed between the Merging Parties, it should be noted that the asset management company for both the surviving corporation and the dissolving corporation is SAIM, whose President and CEO is also the Executive Director of the surviving corporation. In addition, Mr. Toru Sugihara, Executive Director of the dissolving corporation, is an employee of the Tokyo Branch of Star Asia Management Japan Ltd., a subsidiary of Star Asia Management Ltd., with which SAR and the asset management company executed a sponsor support agreement.

 

    Business Relationship   

There is no business relationship required to be disclosed between: (a) SAR and its asset management company, and their related persons and affiliates; and (b) SSR and its asset management company, and their related persons and affiliates.

 

    Status as Related Party   

The dissolving corporation (SSR) is not a related party of the surviving corporation (SAR) and the surviving corporation (SAR) is not a related party of the dissolving corporation (SSR). However, the asset management company for both the dissolving corporation and the surviving corporation is SAIM and it is a related party of each of them.

 

 

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  (Note 1)

The relevant figures are as of July 31, 2019 for SAR, and as of December 31, 2019 for SSR. The “holding ratio” is rounded to the nearest tenth.

  (Note 2)

SSR will submit to its general meeting of unitholders to be held on March 30, 2020 a proposal to amend its articles of incorporation in order to change the ends of its fiscal periods to the end of January and the end of July.

  (Note 3)

As announced in the “Notice Concerning Execution of Asset Management Agreement with Star Asia Investment Management Co., Ltd. and Resulting Change of Specified Associated Corporations” dated February 18, 2020 released by SSR, SSR has executed a new asset management agreement with SAIM on February 18, 2020, which has come into effect as of March 1, 2020. The asset management agreement with SREFM was terminated as of February 29, 2020. The asset management agreement to which SSR is a party will be terminated subject to approval to be obtained at SSR’s general meeting of unitholders and on the condition that the Merger becomes effective. Regarding the resolution of the Unitholders’ Meeting Convened by LPGK related to the cancellation of the asset management agreement with SREFM and execution of the asset management agreement with SAIM, please note that although a lawsuit and other legal proceedings were instituted to rescind the resolution of the general meeting of unitholders, the lawsuit to rescind the resolution of the general meeting of unitholders was dismissed on February 27, 2020 (although the period for appeal has not expired, and it remains to be confirmed whether or not there will be an appeal).

 

5.

Post-Merger Status

 

  (1)

Status of Surviving Corporation

 

            Surviving Corporation
   
(1)    Name    Star Asia Investment Corporation
   
(2)    Location    2-5-1, Atago, Minato-ku, Tokyo
   
(3)    Name of Executive Director    Atsushi Kato
   
(4)    Unitholders’ Capital    To be determined (Not yet determined.)
   
(5)    Fiscal Period-Ends    January and July
   
(6)    Net Assets    To be determined (Not yet determined.)
   
(7)    Total Assets    To be determined (Not yet determined.)
   
(8)    Name of Asset Management Company    Star Asia Investment Management Co., Ltd.
   
(9)    Location of Asset Management Company    Atago Green Hills Mori Tower 18F, 2-5-1, Atago, Minato-ku, Tokyo
   
(10)    Name and Title of Representative of Asset Management Company    Atsushi Kato, President and CEO

 

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  (2)

Major Unitholders and Unitholding Ratio before and after Merger

 

Before Merger

 

Star Asia Investment Corporation (Note 1)

 

   Sakura Sogo REIT Investment Corporation (Note 1)

 

The Master Trust Bank of Japan, Ltd. (Trust account)

     9.2%      The Master Trust Bank of Japan, Ltd. (Trust account)      7.5%  

Japan Trustee Services Bank, Ltd. (Trust account)

     7.1%      Japan Trustee Services Bank, Ltd. (Trust account)      6.8%  

STAR ASIA CAPITAL I LLC

     4.5%      Lion Partners Godo Kaisha      5.1%  

STAR ASIA CAPITAL II LLC

     4.5%          

STAR ASIA CAPITAL III LLC

     4.5%     

BNY GCM

CLIENT ACCOUNT JPRD AC ISG (FE-AC)

Standing Proxy MUFG Bank, Ltd.

     4.5%  

STAR ASIA CAPITAL IV LLC

     4.5%      Morgan Stanley MUFG Securities Co., Ltd.      3.8%  

Trust & Custody Services Bank, Ltd. (Securities investment trust account)

     3.0%      Trust & Custody Services Bank, Ltd. (Securities investment trust account)      3.2%  

The Nomura Trust and Banking Co., Ltd. (Investment trust account)

     3.0%     

EVO FUND

NIPPON KANZAI Co., Ltd.

    

3.0%

2.6%

 

 

NORTHERN TRUST CO.(AVFC)RE UKDU

UCITS CLIENT NON LENDING 10PCT

TREATY ACCOUNT

     2.7%     

GALAXY JREIT PTY LIMITED

The Nomura Trust and Banking Co., Ltd. (Investment trust account)

    

2.6%

2.6%

 

 

SSBTC CLIENT OMNIBUS ACCOUNT

     1.5%                

 

After Merger (Simple total after taking into account the merger ratio)

(Note 2)

 

 

The Master Trust Bank of Japan, Ltd. (Trust account)

     8.6%  

Japan Trustee Services Bank, Ltd. (Trust account)

     7.0%  

Trust & Custody Services Bank, Ltd. (Securities investment trust account)

     3.1%  

STAR ASIA CAPITAL I LLC

     2.9%  

STAR ASIA CAPITAL II LLC

     2.9%  

STAR ASIA CAPITAL III LLC

     2.9%  

STAR ASIA CAPITAL IV LLC

     2.9%  

The Nomura Trust and Banking Co., Ltd. (Investment trust account)

     2.8%  

Morgan Stanley MUFG Securities Co., Ltd.

     2.1%  

BNY GCM CLIENT ACC

     1.9%  

 

  (Note 1)

Figures shown are respectively based on SAR’s unitholders register as of July 31, 2019 and SSR’s unitholders register as of December 31, 2019. Accordingly, the figures may not reflect the actual holdings of the unitholders. The “holding ratio” is rounded to the nearest tenth.

  (Note 2)

For the major unitholders and their unit holding ratios after the Merger, the number of investment units is calculated on the basis of the ratios of investment units held by the major unitholders prior to the merger as described above and on the assumption of SAR investment units being allocated in accordance with the content of “2. Overview of the Merger (3) Allocation of Investment Units under the Merger” above. The “holding ratio” is rounded to the nearest tenth.

 

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  (3)

Amendment to Asset Management Agreement

After the Merger, SAR plans to continue entrusting its asset management functions to SAIM (to which SAR is currently entrusting such services).

As announced in the “Notice on Execution of Asset Management Agreement with Star Asia Investment Management Co., Ltd. and Resulting Change of Specified Associated Corporations” published by SSR on February 18, 2020, SSR entered into a new asset management agreement with SAIM on February 18, 2020, which came into force as of March 1, 2020. The asset management agreement between SSR and SREFM was terminated dated as of February 29, 2020. The asset management agreement to which SSR is a party will be terminated subject to approval to be obtained at SSR’s general meeting of unitholders and on the condition that the Merger becomes effective. Regarding the resolution of the Unitholders’ Meeting Convened by LPGK related to the cancellation of the asset management agreement with SREFM and execution of the asset management agreement with SAIM, please note that although a lawsuit and other legal proceedings were instituted to rescind the resolution of the general meeting of unitholders, the lawsuit to rescind the resolution of the general meeting of unitholders was dismissed on February 27, 2020 (although the period for appeal has not expired, and it remains to be confirmed whether or not there will be an appeal).

 

  (4)

Amendment to Investment Policy

SAIM has amended its guidelines on the management of SAR’s assets with a view to managing SAR’s assets after the Merger. For more details, please see the “Notice Concerning Partial Amendment to the Management Guidelines of the Asset Manager” announced today.

 

  (5)

Amendment to Agreement with Sponsor, Etc.

No amendment is expected to be made to the agreements that have been executed by and between SAR and its sponsor and other relevant parties as of the date of this Notice.

The asset custody agreement and the administrative services agreement concerning institutional operations that have been executed by and between SSR and Sumitomo Mitsui Trust Bank, Limited and the services agreement that has been executed by and between SSR and Kaneyama & Associates (a certified public accountants’ firm) will terminate upon the Merger.

 

6.

Outline of Accounting Treatment

The purchase method is expected to be used in the accounting treatment of the Merger with SAR as the acquiring corporation and SSR as the acquired corporation, applying the Accounting Standards for Business Combinations (ASBJ Statement No. 21, revised as of January 16, 2019). Goodwill or negative goodwill is expected to arise as a result of the Merger, but the amount is currently uncertain. It will be announced as soon as it has been determined.

 

7.

Outlook

For the outlook of the business results after the Merger, please see the “Notice on Outlook for Business Results and Distributions for Fiscal Periods Ending on January 31, 2021 and July 31, 2021 after the Merger between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation” announced today.

For the impact of the execution of the Merger Agreement and other relevant events on SAR’s business results for the fiscal period ending on July 31, 2020 (from February 1, 2020 to July 31, 2020), please see the “Notice on Changes to Outlook for Business Results for Fiscal Periods Ending on January 31, 2020 and July 31, 2020” announced by SAR today.

For the impact on business results for the fiscal period ending on July 31, 2020 (from January 1, 2020 to July 31, 2020), please see the “Notice on Outlook for SSR’s Business Results and Distributions for Fiscal Period Ending on July 31, 2020 (Final Period of Operation) and Cash Payment on Merger” announced by SSR today.

END

 

 

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*

This press release has been distributed to the Kabuto Club; the Ministry of Land, Infrastructure, Transport and Tourism Press Club, and the Ministry of Land, Infrastructure, Transport and Tourism Press Club for Construction Publications.

 

*

Websites of SAR and SSR

 

Star Asia Investment Corporation:

   http://starasia-reit.com/en/

Sakura Sogo REIT Investment Corporation:

   http://sakurasogoreit.com/en/

<Other press releases SAR and SSR jointly issued today>

Notice Concerning the Forecast of Operating Results and Distributions Subsequent to the Merger

 

   

of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation for the Fiscal Periods Ending January 31, 2021 and July 31, 2021

 

   

Supplementary Explanatory Material Regarding Press Releases dated today (March 2)

 

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  (Note 1)

In determining the merger ratio, Nomura Securities assumed that public information and all information provided to Nomura Securities were accurate and complete without independent verification of the accuracy or completeness of such information. Nomura Securities neither conducted an independent evaluation, appraisal or assessment nor requested a third-party institution to appraise or assess the assets or liabilities (including derivatives products, off-balance-sheet assets and liabilities and other contingent liabilities) of SAR and SSR, including the analysis and evaluation of individual assets and liabilities. It is assumed that the information included in the financial forecasts of each of SAR and SSR (including profit plans and other information) has been reasonably examined or prepared based on the best and good faith forecasts and judgment of the management of SAR and SSR that are currently available. Nomura Securities’ calculation reflects the information obtained by Nomura Securities by February 27, 2020 and prevailing economic conditions. Nomura Securities’ calculation was made for the sole purpose of assisting the institution that determines the business execution of Star Asia Investment Corporation to assess the fairness of the merger ratio.

  (Note 2)

In determining the merger ratio, Mizuho Securities relied upon and assumed the accuracy and completeness of all public information examined by Mizuho Securities and the financial or other information that was furnished to Mizuho Securities by SAR and SSR or the asset management company of each of SAR and SSR (including a former asset management company the asset management agreement of which was terminated at the time of delivery of the written merger ratio calculation report; hereinafter the same) or discussed between Mizuho Securities and SAR and SSR and the Special Committee, and upon which the calculation of the merger ratio is substantially based. Mizuho Securities did not independently verify (nor assumes responsibility or liability for independently verifying) the accuracy or completeness of such information. The contents expressed in Mizuho Securities’ written merger ratio calculation report could potentially differ if there are matters that would make the information provided to Mizuho Securities or discussed between Mizuho Securities and SAR and SSR and the Special Committee materially incorrect, or if there is a fact or circumstance not disclosed at the time of delivery of the written merger ratio calculation report, or which occurs subsequent to the delivery of the written merger ratio calculation report (including facts which potentially existed at the time of delivery of the written merger ratio calculation report and which are clarified subsequently). Mizuho Securities has assumed that the executive directors of each of SAR and SSR or officers and employees of the asset management company of each of SAR and SSR were unaware of any fact that would make the information provided to or discussed with Mizuho Securities incomplete or misleading. In addition, Mizuho Securities did not conduct an independent valuation or appraisal of any assets or liabilities (including derivatives, off-balance sheet assets and liabilities and other contingent liabilities), or the reserves of either company or its affiliates, and Mizuho Securities was not independently provided with any such valuation or appraisal by a third party, nor did Mizuho Securities make any request to a third party for any such valuation or appraisal. Mizuho Securities does not assume any obligation to conduct any inspection of the properties or facilities of SAR or SSR, nor has Mizuho Securities evaluated the capitalization, solvency or fair value of SAR or SSR under any law relating to bankruptcy, insolvency or similar matters. With respect to any information which Mizuho Securities requested in connection with the calculation of the merger ratio but was not provided or disclosed to Mizuho Securities by SAR and SSR, which was provided or disclosed to Mizuho Securities, but whose impact on the unitholder value of SAR and SSR is undetermined at present (including lawsuits and petitions pending at the time of delivery of the written merger ratio calculation report), or which could not otherwise be used by Mizuho Securities as a basis of Mizuho Securities’ evaluation, Mizuho Securities relied on assumptions it believed to be reasonable and appropriate, or was based on the premise that there was no such impact. Mizuho Securities did not verify the impact of such assumptions or premise on the future financial conditions of SAR and SSR in the event that such assumptions prove to be materially inaccurate.

 

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With respect to the financial forecasts and other forward-looking information provided to Mizuho Securities, Mizuho Securities assumed that such information was reasonably prepared by the executive directors of each of SAR and SSR or officers and employees of the asset management company of each of SAR and SSR on a basis reflecting the best currently available estimates and judgments of the executive directors as to the expected future results of the operations and financial conditions of the companies. In addition, Mizuho Securities made certain adjustments to the financial forecasts and business plans of each of SAR and SSR based on the Special Committee’s request, subject to the condition that the details of such adjustments and details of the financial forecasts and business plans before the adjustment were reported to the Special Committee, and the Special Committee has confirmed the reasonableness of such details and preconditions of the adjustment. Mizuho Securities relies on the financial forecasts and business plans after the adjustment or modification and does not rely on independent verification of the feasibility of such financial forecasts and business plans. Mizuho Securities has expresses no view as to any analyses or forecasts referred to in the written merger ratio calculation report or the assumptions on which they are based. Mizuho Securities is not a legal, regulatory, or tax expert and, therefore, it has relied on the assessments made by the relevant advisors to SAR and SSR with respect to such issues. Mizuho has further assumed that the Merger will qualify as a tax-free reorganization for Japanese corporate tax purposes. Mizuho Securities has provided the results of its financial analysis to SSR in response to the request of SSR for the sole purpose of assisting the board of directors of SSR to determine the merger ratio. Mizuho Securities has not expressed its opinion that the merger ratio is fair from the financial perspective.

This is an English translation of the announcement in Japanese dated March 2, 2020.

However, no assurance or warranties are given for the completeness or accuracy of this English translation.

 

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Exhibit 2

March 2, 2020

 

   

Real Estate Investment Trust Securities Issuer

   

Star Asia Investment Corporation

 

                

 

Representative:    Atsushi Kato, Executive Director

   

(Securities Code: 3468)

   

Real Estate Investment Trust Securities Issuer

   

Sakura Sogo REIT Investment Corporation

   

Representative:    Toru Sugihara, Executive Director

   

(Securities Code: 3473)

   

Asset Management Company

   

Star Asia Investment Management Co., Ltd.

   

Representative:    Atsushi Kato, President and CEO

   

Inquiries:            Akiko Kanno, Director and CFO

   

TEL: 03-5425-1340

Notice Concerning the Forecast of Operating Results and Distributions Subsequent to the Merger of

Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation

for the Fiscal Periods Ending January 31, 2021 and July 31, 2021

As announced in the “Notice Concerning Execution of a Merger Agreement by and between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation” released today, Star Asia Investment Corporation (“SAR”) and Sakura Sogo REIT Investment Corporation (“SSR”) (SAR and SSR collectively, the “Investment Corporations”) plan to implement an absorption-type merger (the “Merger”) effective August 1, 2020, with SAR as the surviving corporation and SSR as the dissolving corporation, and have executed the merger agreement as of today.

Accordingly, the forecasts of the operating results and distributions of the surviving corporation after the Merger (“New SAR”) for the fiscal periods ending January 31, 2021 (10th Fiscal Period: August 1, 2020 to January 31, 2021) and July 31, 2021 (11th Fiscal Period: February 1, 2021 to July 31, 2021) are as follows.

 

To unitholders in the United States:

The merger described in this press release involves securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. In addition, it may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country and all of its officers and directors are residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than under the merger, such as in the open market or through privately negotiated purchases.

This document has been translated from the Japanese-language original document for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

 

Disclaimer:  

  This translation is for reference purposes only. If there is any discrepancy between this document and the Japanese-language original, the Japanese-langauge original shall prevail in all respects.

 

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Particulars

 

               
 

  Operating  
  Revenue  

  (Million yen)  

  Operating  
  Income  

  (Million yen)  

  Ordinary  
  Income  

  (Million yen)  

  Net income  

  (Million yen)  

  Cash distribution  
  per unit (not  
  including cash  
  distribution in  
  excess of  

  earnings) (yen)  

  Cash  
  distribution  

  in excess of  
  earnings  

  per unit(yen)  

  Cash  
  distribution per  
  unit (including  
  cash distribution  
  in excess of  
  earnings) (yen)  

Fiscal period ending January 31, 2021

(10th Fiscal Period)

6,634 3,226 2,776 2,775 1,658 0 1,658

Fiscal period ending July 31, 2021

(11th Fiscal Period)

5,616 2,876 2,437 2,436 1,455 0 1,455

(Notes)

1.

The annual operating periods of the New SAR are, from February 1 to July 31 and from August 1 to January 31 of the following year and, accordingly, there is no change in SAR’s original operating period before and after the Merger.

2.

The forecasted total number of outstanding investment units of New SAR as of the end of both fiscal periods are 1,674,389 units.

3.

The forecasts are calculated as of today, based on the assumptions set forth in the Attachment “Assumptions for the Forecast of Operating Results and Distributions for the Fiscal Periods Ending January 31, 2021 and July 31, 2021”. The actual operating revenue, operating income, ordinary income, net income and distributions per unit (excluding distributions in excess of earnings) may differ due to future acquisitions or sale of properties, changes in the real estate market, fluctuations in interest rates and other factors affecting New SAR. The forecasts do not guarantee the accuracy of the amount of distributions indicated above.

4.

The Merger is expected to generate goodwill or negative goodwill, but as this amount is pending, such goodwill, or negative goodwill, has not been factored into the Forecasts. For details, please refer to the “Goodwill, negative goodwill” section of the Attachment, “Assumptions for the Forecast of Operating Results and Distributions for the Fiscal Periods Ending January 31, 2021 and July 31, 2021”. We will announce the estimated goodwill or negative goodwill and any revisions to the forecasts of operating results and distributions on or after August 1, 2020, the effective date of the Merger, as soon as such figures are confirmed.

5.

Revisions may be made to the forecasts once pending values, including goodwill or negative goodwill, are confirmed or if we anticipate a discrepancy of more than a certain threshold between our forecasts and the actual figures.

6.

Amounts less than one unit have been rounded down; the same hereafter.

 

Disclaimer:  

  This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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* This press release is to be distributed to: the Kabuto Club (the press club of the Tokyo Stock Exchange); the Ministry of Land, Infrastructure, Transport, and Tourism Press Club; and the Ministry of Land, Infrastructure, Transport, and Tourism Press Club for Construction Publications.

*Addresses of the websites of the Investment Corporations

 

Star Asia Investment Corporation:

  http://starasia-reit.com/en/

Sakura Sogo REIT Investment Corporation:

  http://sakurasogoreit.com/en/

<Other press releases published today by SAR and SSR in their joint names>

 

   

Notice Concerning Execution of a Merger Agreement by and between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation

 

   

Supplemental Materials Concerning the Documents Published Today

This is an English translation of the announcement in Japanese dated March 2, 2020. However, no assurance or warranties are given for the completeness or accuracy of this English translation.

 

Disclaimer:     This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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[Attachment]

Assumptions for the Forecast of Operating Results and Distributions

for the Fiscal Periods Ending January 31, 2021 and July 31, 2021

 

 

Items  

 

 

 

Preconditions

 

Calculation  

period  

 

•  Fiscal period ending January 31, 2021 (the 10th fiscal period): August 1, 2020 - January 31, 2021 (184 days)

 

•  Fiscal period ending July 31, 2021 (the 11th fiscal period): February 1, 2021 - July 31, 2021 (181 days)

 

•  It is assumed that the Merger will take effect on August 1, 2020 pursuant to the satisfaction of condition precedents, such as the Merger being approved at the general meeting of unitholders of SSR scheduled on March 30, 2020 and the general meeting of unitholders of SAR scheduled on March 31, 2020.

 

•  It is assumed that the Accounting Standard for Business Combinations (ASBJ Statement No. 21, revised January 16, 2019) (the “Business Combinations Accounting Standard”) will be applied to the Merger, and the Merger will be accounted for as a purchase with SAR as the acquiring entity and SSR as the acquired entity.

 

Assets under  

Management  

 

•  It is assumed that in addition to the assets held by SAR today (34 real estate trust beneficiary interests, 3 mezzanine loan debts, and 2 equities in investments in silent partnerships (collectively, “Currently Held Assets”, with those in the form of real estate trust beneficiary interests being referred to as “Currently Held Assets (Real Estates.)”, those in the form of mezzanine loan debts being referred to as “Currently Held Assets (Mezzanine)”, and those in the form of equities investments in silent partnerships being referred as “Currently Held Assets (Silent Partnership)”)), (i) as a result of the Merger, New SAR will assume the real estate trust beneficiary interests currently held by SSR (comprising a total of 18 properties) (the “Assets Planned to be Succeeded”), (ii) SAR will acquire real estate trust beneficiary interests in respect of Urban Park Ichigao (Note 1) and Urban Park Gyotoku (Note 2) (with such real estate trust beneficiary interests being collectively referred to as the “Assets Planned to be Acquired (Real Estate)”) as described in <Acquisitions> below, (iii) SAR will acquire Star Asia Mezzanine Loan Investment Series 5 (Class B beneficiary interest) (the “Assets Planned to be Acquired (Mezzanine)” and together with the Assets Planned to be Acquired (Real Estate), “Assets Planned to be Acquired”) as described in <Acquisitions> below, and (iv) SAR will sell the real estate trust beneficiary interest in respect of Alphabet Seven which is currently owned by SAR (the “Asset Planned to be Transferred”) as described in <Transfer> below. Please refer to the “Notice Concerning the Acquisition and Transfer of Trust Beneficiary Interests in Domestic Real Estates (5th Asset Replacement)” and the “Notice Concerning Acquisition of Mezzanine Loan Debt – (Star Asia Mezzanine Loan Investment Series 5 (Class B beneficiary interest)) -” released by SAR today for details of the Assets Planned to be Acquired and the Asset Planned to be Transferred.

 

Disclaimer:  

  This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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(Note 1)  This property will be given this name after the acquisition by SAR. The property is currently named “Chrysantheme Ichigao” but will change its name to the name specified above immediately after its acquisition by SAR; the same hereafter.

(Note 2)  This property will be given this name after the acquisition by SAR. The property is currently named “La Soeur Gyotoku” but will change its name to the name specified above immediately after its acquisition by SAR; the same hereafter.

 

<Acquisitions>

Name of property: Urban Park Ichigao

Scheduled date of acquisition: March 13, 2020

 

Name of property: Urban Park Gyotoku

Scheduled date of acquisition: March 13, 2020

 

Name of asset: Star Asia Mezzanine Loan Debt Investment Series 5 (Class B beneficiary interest)

Scheduled date of acquisition: March 6, 2020

 

<Transfer>

Name of property: Alphabet Seven

Scheduled date of transfer: July 1, 2020 40% of the quasi-co-ownership interests

December 1, 2020 60% of the quasi-co-ownership interests

 

•  It is assumed that there are no changes in the amount of assets under management (such as acquisitions of additional properties or sale of existing properties and the like) other than the acquisition of the Assets Planned to be Acquired or the transfer of the Asset Planned to be Transferred.

 

Operating   Revenue     

•  Calculation of leasing business revenue from Currently Held Assets (Real Estates.) and Assets Planned to be Succeeded and the calculation of leasing business revenue from Assets Planned to be Acquired (Real Estates.) takes into consideration, among others, market trends, based on details of the lease agreements in effect as of today, and information received from current holders and details of lease agreements planned to be in effect as of the planned acquisition date, respectively. Operating revenue is calculated based on the assumption that tenants will not be delinquent on their rent or fail to pay their rent.

 

•  Interest on or distribution revenue from Currently Held Assets (Mezzanine) is calculated based on the prospectus that sets forth details of Currently Held Assets (Mezzanine) in effect as of the date hereof, and on details of loan agreements or trust agreements. Interest on or distribution revenue from Assets Planned to be Acquired (Mezzanine) is calculated based on details of agreements planned to be executed. Operating revenue is calculated based on the assumption that there is no failure to pay interests or dividends.

 

•  The forecast dividend income from Currently Held Assets (Silent Partnership) is calculated based on the assumption that the real estate by which cash flow is backed maintains a stable operating condition.

 

•  Gain on sale of the Asset Planned to be Transferred is expected to be 970 million yen in the fiscal period ending January 31, 2021.

 

Disclaimer:  

  This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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Operating   Expenses     

•  Among leasing business expenses, which are primary operating expenses, expenses other than depreciation and amortization have been calculated by reflecting the factors behind the fluctuation in expenses based on past results.

 

•  The property tax and city planning taxes of 431 million yen and 434 million yen are expected to be recorded as expenses for the fiscal period ending January 31, 2021 and the fiscal period ending July 31, 2021, respectively. The property tax and city planning taxes of Assets Planned to be Acquired (Real Estate) are expected to be settled with the seller at the time of acquisition calculated on a pro rata basis for the holding period. However, since SAR includes an amount equal to such settlement in the acquisition cost, the FY2020 property tax and city planning taxes pertaining to Assets Planned to be Acquired (Real Estate) will not be recorded as expenses in the fiscal period ending January 31, 2021. Property tax and city planning taxes pertaining to Assets Planned to be Acquired (Real Estate) is expected to be recorded as expenses for the fiscal period ending July 31, 2021.

 

•  Building repair expenses are expected to be 147 million yen for the fiscal period ending January 31, 2021 and 128 million in the fiscal period ending July 31, 2021, based on the repair plan established by Star Asia Investment Management Co., Ltd., the asset management company of SAR and SSR. However, actual repair expenses may be significantly different from the forecast amount due to, for example, the possibility of sudden repair expenses caused by damage, etc. to buildings based on factors that are difficult to foresee, or the general tendency of such amounts varying significantly from year to year, and does not bearing the characteristics of regularly recurring expenses.

 

•  Depreciation and amortization are calculated using the straight-line method, including incidental expenses, etc., and are expected to be 639 million yen in the fiscal period ending January 31, 2021, and 648 million yen in the fiscal period ending July 31, 2021.

 

•  Other operating expenses are expected to be 1,160 million yen in the fiscal period ending January 31, 2021 and 516 million yen in the fiscal period ending July 31, 2021.

 

•  The other operating expenses mentioned above for the fiscal period ending Jannuary 31, 2021 include expected merger-related fees of 538 million yen (including a merger fee of 315 million yen to be paid by New SAR to its asset management company, Star Asia Investment Management Co., Ltd.). Such fees are one-off expenses related to the Merger for the fiscal period ending January 31, 2021.

 

Disclaimer:  

  This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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NOI    

•  NOI for the entire portfolio is expected to be 4,032 million yen in the fiscal period ending January 31, 2021 and 4,017 million yen in the fiscal period ending July 31, 2021.

 

•  NOI is calculated using the following formula.

NOI=real estate leasing business revenue — real estate leasing business expenses (excluding depreciation and amortization)

 

   
Non-operating   Expense    

•  The sum of interest expenses and other financing-related expenses is expected to be 449 million yen in the fiscal period ending January 31, 2021 and 439 million yen in the period ending July 31, 2021.

 

   
Goodwill, negative   goodwill    

•  The Merger is expected to generate goodwill or negative goodwill, but SAR’s investment unit price as of the consummation of the Merger, which will form the basis for calculating the acquisition cost of the Assets Planned to be Succeeded) is not known today. Therefore it is not certain whether goodwill or negative goodwill will be generated, and the amount of such goodwill or negative goodwill is also unknown. As a result, these have not been factored into the figures in the Forecast and it is assumed that no goodwill or negative goodwill will be generated. We will report the estimated goodwill or negative goodwill and any revisions to forecasts for earnings results and distributions forecast on or after August 1, 2020, which is the effective date of the Merger.

 

•  If the Merger generates goodwill, the goodwill will be recorded as assets and amortized over 20 years using the straight-line method in accordance with the Business Combinations Accounting Standard. If the Merger generates negative goodwill, the gain on negative goodwill will be recorded as a lump sum as extraordinary income in the fiscal period ending January 31, 2021 (the 10th fiscal period).

 

•  Under the Business Combinations Accounting Standard, the total assets of SSR as the acquired corporation are expected to be 68,422 million yen, and total assumed liabilities are expected to be 33,857 million yen.

 

   
Borrowings    

•  As of today, SAR has outstanding debt of 51,580 million yen. In addition, 3,460 million yen of additional debt will be raised from qualified institutional investors as stipulated in Article 2(3)(i) of the Financial Instruments and Exchange Act on March 13, 2020. The Investment Corporations assume that 720 million yen and 1,080 million yen of such borrowings will be repaid in the fiscal period ending July 31, 2020 and the fiscal period ending January 31, 2021, respectively, with proceeds from the sale of the Asset Planned to be Transferred.

 

•  As of July 31, 2020, The Investment Corporations have assumed that SSR has outstanding debt of 29,200 million yen, and that New SAR will succeed to this amount in full.

 

•  The Investment Corporations have assumed that the borrowings of SSR with repayment deadlines in the fiscal period ending January 31, 2021 and the fiscal period ending July 31, 2021, will be fully refinanced.

 

•  After the Merger, the LTV as of the end of the fiscal periods ending January 31, 2021 and July 31, 2021 is estimated to be approximately 45.8 %.

 

•  LTV is calculated using the following formula:

LTV= total amount of interest-bearing debts÷total amount of assets×100

 

Disclaimer:  

  This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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Investment Units     

•  SAR has assumed that, in addition to SAR’s issued investment units of 540,824 units as of today, SAR will, upon the Merger, conduct a unit split (Split) to divide one unit into two units (resulting in 1,081,648 units in total), with the resulting total units to be added to the new investment units of 592,741 units to be issued by SAR upon the Merger, which will lead to 1,674,389 units in total.

 

•  The number of new investment units to be issued by SAR upon the Merger has not yet been confirmed at this point and may change due to treatment of fractional amounts, etc. New SAR will announce the number of such new investment units promptly when it is confirmed on or after August 1, 2020, which is the effective date of the Merger.

 

•  SAR has assumed that, until the end of the fiscal period ending July 31, 2021, there will be no change in the number of investment units (other than the above) due to newly issued investment units and for other reasons.

Distribution per  

Unit (excluding   Distributions in   Excess of   Earnings)  

  

•  SAR calculates its distribution per unit (excluding distributions in excess of earnings) pursuant to its cash distributions policy as set forth in its Articles of Incorporation.

 

•  SAR conducts derivative transactions (interest rate swaps). It is assumed that deferred hedge losses as a net asset deduction item (i.e., the items set forth in Article 2, Item 30, (b) of “Ordinances on Accounting of Investment Corporation”) will not be incurred in the fiscal periods ending January 31, 2021 and July 31, 2021, and the distribution per unit (excluding distributions in excess of earnings) was calculated on the assumption that changes in the net asset deduction item have no impact on distribution per unit (excluding distributions in excess of earnings).

 

•  Distribution per unit (excluding distributions in excess of earnings) may change due to various factors, including changes in the portfolio, changes in leasing income caused by changes in tenants, and unforeseen repairs. In addition, distribution per unit (excluding distributions in excess of earnings) may be affected by changes in the net asset deduction item.

 

•  SAR assumes that in cases where a gain on negative goodwill described in the “Goodwill, negative goodwill” is recognized upon the Merger, SAR would secure the full amount of the retained earnings as well as satisfy the tax requirements for conduit status, by setting aside reserve for temporary difference adjustments. SAR plans to use the retained earnings mainly to mitigate any negative impact caused by temporary decrease in income or incurred expense, on distributions in asset management, and to avoid the occurance of corporate and other tax expenses as a result of any inconsistency between tax and accounting, beginning from the fiscal period ending January 31, 2021 (the 10th fiscal period).

 

 

Disclaimer:     This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

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Distributions in   Excess of   Earnings   per Unit     

•  SAR plans to use retained earnings when there is any goodwill generated as described in the “Goodwill, negative goodwill” above or any inconsistencies between tax and accounting in excess of income upon the Merger. When there is insufficient retained earnings, however, it plans to avoid generation of corporate and other tax expenses by setting aside an allowance for temporary difference adjustment, thereby making distribution in excess of earnings. At this point, SAR has no plans to make any allowance for temporary difference adjustment other than for the above purpose.

 

•  Moreover, at this point, for taxation purposes, SAR has no plans to make distributions in excess of earnings that fall into a capital distribution by decreasing investment capital, etc. for tax purposes.

Others     

•  SAR assumes that no amendments affecting the above forecasted numbers will be made to the relevant laws and regulations, tax policies, accounting standards, listing rules, rules of investment trusts associations, etc.

 

•  SAR assumes that there will be no unforeseen material change in general economic conditions or real estate market conditions, etc.

 

Disclaimer:  

  This translation is for informational purposes only. If there is any discrepancy between the Japanese version and this English translation, the Japanese version shall prevail.

 

9


Exhibit 3 Merger Agreement between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation March 2, 2020 Supplementary Explanatory Material Regarding Real Estate Investment Trust Securities Issuer: March 2, 2020 Press Release Star Asia Investment Corporation Representative: Atsushi Kato, Executive Director (Securities Code: 3468) To unitholders in the United States: Real Estate Investment Trust Securities Issuer: The merger described in this press release involves securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. In addition, it may be difficult for you to enforce your rights Sakura Sogo REIT Investment Corporation and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country and all Representative: Toru Sugihara, Executive Director of its officers and directors are residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates (Securities Code: 3473) to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may purchase securities otherwise than under the merger, such as in the open market or Asset Management Company: through privately negotiated purchases. This document has been translated from the Japanese-language original document for reference purposes only. In the event of Star Asia Investment Management Co., Ltd. any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects. Representative: Atsushi Kato, President and CEO Inquiries: Akiko Kanno, Director and CFO TEL: +81-3-5425-1340 Exhibit 3 Merger Agreement between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation March 2, 2020 Supplementary Explanatory Material Regarding Real Estate Investment Trust Securities Issuer: March 2, 2020 Press Release Star Asia Investment Corporation Representative: Atsushi Kato, Executive Director (Securities Code: 3468) To unitholders in the United States: Real Estate Investment Trust Securities Issuer: The merger described in this press release involves securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. In addition, it may be difficult for you to enforce your rights Sakura Sogo REIT Investment Corporation and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country and all Representative: Toru Sugihara, Executive Director of its officers and directors are residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates (Securities Code: 3473) to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may purchase securities otherwise than under the merger, such as in the open market or Asset Management Company: through privately negotiated purchases. This document has been translated from the Japanese-language original document for reference purposes only. In the event of Star Asia Investment Management Co., Ltd. any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects. Representative: Atsushi Kato, President and CEO Inquiries: Akiko Kanno, Director and CFO TEL: +81-3-5425-1340


Message to the Unitholders of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation n Star Asia Investment Corporation (“SAR”) and Sakura Sogo REIT Investment Corporation (“SSR”) today (March 2, 2020) executed a merger agreement with a merger ratio of 1:0.89 n The merger is expected to expand asset size, improve portfolio revenue stability, and increase liquidity of the investment units given the larger market capitalization and float. n Goal is to further increase the distribution per unit (“DPU”) by reducing costs and improving cash flow after the merger. n Star Asia Group will continue to provide robust support to the combined corporation and Star Asia Investment Management Co., Ltd., will continue to focus on active management strategies to achieve sustainable growth. n We undoubtedly believe that this merger will contribute to maximizing value for unitholders of both SAR and SSR. Toru Sugihara, Executive Director Atsushi Kato, Executive Director Sakura Sogo REIT Investment Corporation Star Asia Investment Corporation Message to the Unitholders of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation n Star Asia Investment Corporation (“SAR”) and Sakura Sogo REIT Investment Corporation (“SSR”) today (March 2, 2020) executed a merger agreement with a merger ratio of 1:0.89 n The merger is expected to expand asset size, improve portfolio revenue stability, and increase liquidity of the investment units given the larger market capitalization and float. n Goal is to further increase the distribution per unit (“DPU”) by reducing costs and improving cash flow after the merger. n Star Asia Group will continue to provide robust support to the combined corporation and Star Asia Investment Management Co., Ltd., will continue to focus on active management strategies to achieve sustainable growth. n We undoubtedly believe that this merger will contribute to maximizing value for unitholders of both SAR and SSR. Toru Sugihara, Executive Director Atsushi Kato, Executive Director Sakura Sogo REIT Investment Corporation Star Asia Investment Corporation


Contents 1. Significance of the Merger P.05 2. Merger Overview P.11 P.14 3. Post-Merger Growth Strategy P.20 4. Appendix Contents 1. Significance of the Merger P.05 2. Merger Overview P.11 P.14 3. Post-Merger Growth Strategy P.20 4. Appendix


Benefits of Merger between SAR and SSR (Executive Summary) Increase of normalized DPU Expansion of asset size ③ ① The benefits of economies of scale will increase Diversification of portfolio will improve stability of revenue normalized DPU through improved asset management and distribution efficiency and reduced operation costs Asset size: For SAR unitholders: +JPY122 (Note 4) (Note 4) For SSR unitholders: +JPY106 (Note 2) JPY166.8bn Normalized DPU: No. of properties: (Note 4) JPY2,910 (Note 2) 53 After Merger: Star Asia Investment Corporation Larger market capitalization ② Support of sponsor ④ Merger ratio 1:0.89 Liquidity of investment units Continued active management will be improved and lead to based on solid results diversification of investors Adequate pipeline for external growth Market capitalization: Properties with preferential Asset negotiation rights: replacements: (Note 3) JPY82.0bn JPY29.9bn times 5 (Note 5) (Note 6) (Note 1) : In this document, Star Asia Investment Corporation may be referred to as SAR and Sakura Sogo REIT Investment Corporation as SSR . (Note 2) : The post-merger asset size is the sum of the total acquisition price of SAR’s portfolio (Figures released today after the transfer of Alphabet Seven and the acquisition of Urban Park Ichigao and Urban Park Gyotoku by SAR) and the assumed acceptance price of SSR’s portfolio . (Note 3): Calculated as a simple sum of both REITs’ market capitalization as of February 28, 2020. (Note 4): For SAR unitholders, cruising DPU is calculated by subtracting SAR’s expected DPU for the fiscal period ending January 2020 from the expected DPU for the fiscal period ending July 2021. For SSR unitholders, it is calculated by subtracting the SSR’s expected DPU (after 6-month conversion, after adjustment for the effect of merger-related expenses and litigation-related expenses on DPU) for the fiscal year ending July 2020 from the 3 expected DPU for the fiscal year ending July 2021 (the amount adjusted based on the merger ratio). (Note 5): For properties for which a preferential negotiation price has been determined, the total amount of such price is used; for properties for which a preferential negotiation price has not been determined, the total amount of the most recent appraisal value or investigation price is used to determine the figure. (Note 6) Include the 5th asset replacement announced today Benefits of Merger between SAR and SSR (Executive Summary) Increase of normalized DPU Expansion of asset size ③ ① The benefits of economies of scale will increase Diversification of portfolio will improve stability of revenue normalized DPU through improved asset management and distribution efficiency and reduced operation costs Asset size: For SAR unitholders: +JPY122 (Note 4) (Note 4) For SSR unitholders: +JPY106 (Note 2) JPY166.8bn Normalized DPU: No. of properties: (Note 4) JPY2,910 (Note 2) 53 After Merger: Star Asia Investment Corporation Larger market capitalization ② Support of sponsor ④ Merger ratio 1:0.89 Liquidity of investment units Continued active management will be improved and lead to based on solid results diversification of investors Adequate pipeline for external growth Market capitalization: Properties with preferential Asset negotiation rights: replacements: (Note 3) JPY82.0bn JPY29.9bn times 5 (Note 5) (Note 6) (Note 1) : In this document, Star Asia Investment Corporation may be referred to as SAR and Sakura Sogo REIT Investment Corporation as SSR . (Note 2) : The post-merger asset size is the sum of the total acquisition price of SAR’s portfolio (Figures released today after the transfer of Alphabet Seven and the acquisition of Urban Park Ichigao and Urban Park Gyotoku by SAR) and the assumed acceptance price of SSR’s portfolio . (Note 3): Calculated as a simple sum of both REITs’ market capitalization as of February 28, 2020. (Note 4): For SAR unitholders, cruising DPU is calculated by subtracting SAR’s expected DPU for the fiscal period ending January 2020 from the expected DPU for the fiscal period ending July 2021. For SSR unitholders, it is calculated by subtracting the SSR’s expected DPU (after 6-month conversion, after adjustment for the effect of merger-related expenses and litigation-related expenses on DPU) for the fiscal year ending July 2020 from the 3 expected DPU for the fiscal year ending July 2021 (the amount adjusted based on the merger ratio). (Note 5): For properties for which a preferential negotiation price has been determined, the total amount of such price is used; for properties for which a preferential negotiation price has not been determined, the total amount of the most recent appraisal value or investigation price is used to determine the figure. (Note 6) Include the 5th asset replacement announced today


LOGO

The Merger and Actions before/after the Merger ~ To maximize unitholder value


1. Significance of the Merger 1. Significance of the Merger


Significance of the Merger Increase of DPU that contributes to maximizing unitholders’ value of both SAR and SSR 1 n SAR’s post-Merger Normalized DPU is expected to be JPY2,910, which is estimated to be JPY2,590 when converted to SSR’s DPU (forecast (Note 1) for fiscal period ending July 2021) n DPU is expected to increase for both SAR and SSR after the merger— expected increase for SAR will be JPY122 (+4.4%) from its forecast of (Note 2) JPY2,788 for the fiscal period ended January 2020, and expected increase for SSR will be JPY76 (+3.0%) from JPY2,514 for the fiscal (Note 3) period ended December 2019 or JPY106 (+4.3%) from its forecast of JPY2,484 for the fiscal period ending July 2020. Better positioning in the market with larger market capitalization as well as improved 2 stability with expanded financial base n (Note 4) Market capitalization after the merger will be JPY82bn and positioning in the J-REIT market is expected to improve. n Larger market capitalization will improve liquidity of investment units which will lead to diversification of investors. n LTV based on total assets after the merger is projected to be 45.8%. Borrowing capacity will increase as a result of expansion of assets which will lead to financial stability. Obtaining a credit rating may become an option. Continued implementation of diverse investment strategies (active management) that 3 will improve unitholder value with expansion of asset size n (Note 5) Size of assets after the merger is expected to be JPY166.8bn (This is a JPY63bn increase (+60.6%) from JPY103.8bn for SAR and a significant JPY103.8bn increase (+164.8%) from JPY63bn for SSR) n Pursue maximizing unitholder value by accelerating external growth with support of Star Asia Group, pursuing internal growth (we expect further support from Nippon Kanzai Group, which provides with strong support mainly in management of properties held by SSR), and continuing active management by Star Asia Investment Management Co., Ltd. (asset replacement, investment in mezzanine loan debt, etc.) (Note 1) : Post-merger DPU of JPY2,590 for SSR unitholders is calculated based on the merger ratio 1: 0.89 using the post-merger normalized DPU (Note 2): The figure represent SSR’s results for the fiscal period ended December 2019, after adding back the downward revisions made to the forecasts (published on September 26, 2019) (Note 3): The figure is obtained by adding back the DPU calculated based on the following formula to the actual DPU. Figures less than units are rounded down. Forecasted DPU for the fiscal period ending July 2020 = forecasted undistributed earnings for the fiscal period ending July 2020 (6-month equivalent), divided by the number of outstanding investment units, plus expected merger-related expenses and litigation costs, divided by the number of outstanding investment units. 6 (Note 4) : Calculated by simply combining the market capitalization of SAR and SSR based on closing price of Feb. 28 , 2020. (Note 5) : Calculated by combining the total (planned) acquisition price of SAR’s portfolio (JPY103.8bn) and the assumed price of acquiring SSR portfolio (JPY63bn) Significance of the Merger Increase of DPU that contributes to maximizing unitholders’ value of both SAR and SSR 1 n SAR’s post-Merger Normalized DPU is expected to be JPY2,910, which is estimated to be JPY2,590 when converted to SSR’s DPU (forecast (Note 1) for fiscal period ending July 2021) n DPU is expected to increase for both SAR and SSR after the merger— expected increase for SAR will be JPY122 (+4.4%) from its forecast of (Note 2) JPY2,788 for the fiscal period ended January 2020, and expected increase for SSR will be JPY76 (+3.0%) from JPY2,514 for the fiscal (Note 3) period ended December 2019 or JPY106 (+4.3%) from its forecast of JPY2,484 for the fiscal period ending July 2020. Better positioning in the market with larger market capitalization as well as improved 2 stability with expanded financial base n (Note 4) Market capitalization after the merger will be JPY82bn and positioning in the J-REIT market is expected to improve. n Larger market capitalization will improve liquidity of investment units which will lead to diversification of investors. n LTV based on total assets after the merger is projected to be 45.8%. Borrowing capacity will increase as a result of expansion of assets which will lead to financial stability. Obtaining a credit rating may become an option. Continued implementation of diverse investment strategies (active management) that 3 will improve unitholder value with expansion of asset size n (Note 5) Size of assets after the merger is expected to be JPY166.8bn (This is a JPY63bn increase (+60.6%) from JPY103.8bn for SAR and a significant JPY103.8bn increase (+164.8%) from JPY63bn for SSR) n Pursue maximizing unitholder value by accelerating external growth with support of Star Asia Group, pursuing internal growth (we expect further support from Nippon Kanzai Group, which provides with strong support mainly in management of properties held by SSR), and continuing active management by Star Asia Investment Management Co., Ltd. (asset replacement, investment in mezzanine loan debt, etc.) (Note 1) : Post-merger DPU of JPY2,590 for SSR unitholders is calculated based on the merger ratio 1: 0.89 using the post-merger normalized DPU (Note 2): The figure represent SSR’s results for the fiscal period ended December 2019, after adding back the downward revisions made to the forecasts (published on September 26, 2019) (Note 3): The figure is obtained by adding back the DPU calculated based on the following formula to the actual DPU. Figures less than units are rounded down. Forecasted DPU for the fiscal period ending July 2020 = forecasted undistributed earnings for the fiscal period ending July 2020 (6-month equivalent), divided by the number of outstanding investment units, plus expected merger-related expenses and litigation costs, divided by the number of outstanding investment units. 6 (Note 4) : Calculated by simply combining the market capitalization of SAR and SSR based on closing price of Feb. 28 , 2020. (Note 5) : Calculated by combining the total (planned) acquisition price of SAR’s portfolio (JPY103.8bn) and the assumed price of acquiring SSR portfolio (JPY63bn)


Significance of the Merger SSR’s Performance under Asset Management by Sakura Real Estate Funds Management n SSR’s performance under the former asset manager was weak and not focused on or effective in increasing unitholder value. SSR’s performance since IPO SSR’s historical DPU Ø DPU decreased due to failure to close property acquisition deals, payment of professional service fees pertaining to planned follow- (From listing on Sept. 8, 2016, on offering that did not occur, etc. to Dec. 30, 2019) Decrease of DPU due DPU increase resulting 5,000 to payment of from lower asset professional service JPY57.3bn JPY57.5bn management fees: Asset growth ratio fees: (Note 8) JPY140/unit (Note 1) (18 properties) (18 properties) -JPY409/unit +0.38% DPU increase Decrease of DPU from resulting from gain initial forecast due to on sale of properties: 4,000 No. of properties ( Note 2) decreased revenue as a JPY785/unit result of sale of asset: 2 properties acquired after IPO -JPY38/unit No. of follow-on offerings 785 0 3,000 409 conducted after IPO (Note 3) 140 38 Market cap growth 7.1% (Note 4) 2,000 Total return (Note 5) 2,763 7.8% 2,723 2,675 2,662 2,660 (per annum) 2,116 1,000 Ratio of asset management fees to year-end total assets 0.55~0.56% (per annum) (Note 6) 0 Average borrowing rate Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 第2期 第3期 第4期 第5期 第6期 第7期 0.80%/1.7 years Period Period Period Period Period Period / borrowing period (Note 7) ended ended ended ended ended ended (17/8) (18/2) (18/6) (18/12) (19/6) (19/12) Aug. 2017 Feb. 2018 Jun. 2018 Dec. 2018 Jun. 2019 Dec. 2019 (Note 9) (Note 1): “Asset growth ratio ” is based on the acquisition prices since IPO. (Note 2): “No. of properties acquired after IPO” represents the cumulative number of properties acquired after IPO and does not include assets acquired at the time of IPO. (Note 3): “No. of follow-on offerings conducted after IPO” does not include the IPO. (Note 4): “Market cap growth” represents growth of market cap as of the closing price on the IPO date to end of December 2019. (Note 5): “Total return (per annum)” is calculated as an annualized rate of the return (total amount of DPU until the latest fiscal period, taking into account the increase/decrease of unit price until the closing price of December 30, 2019) based on the IPO offer price. (Note 6): “Ratio of asset management fees to year-end total assets (per annum)” is calculated as an annualized rate of asset management fees (excluding acquisition and transfer fees) that are stated in the asset management report, based on total assets at the end of fiscal period. (Note 7): “Average borrowing rate/ borrowing period” is based on the latest fiscal period end. (Note 8): “SSR’s DPU for the fiscal period ended Aug. 2017” involves an increase of DPU (JPY140/unit) due to the absence of management fees of NOIx3% that were applied from the fiscal period ended Feb. 2018. (Note 9): DPU for the fiscal period ended June 2018 of SSR is calculated using the following formula for 4-month settlement ((Total amount of actual DPU - gain on sales of properties + expenses related to the delivery of investment units) x (6/4) + Gain on Sale of Property - Expenses related to delivery of investment units) / Total number of units of issued investment equity at the end of the fiscal period ended June 2018. 7 Significance of the Merger SSR’s Performance under Asset Management by Sakura Real Estate Funds Management n SSR’s performance under the former asset manager was weak and not focused on or effective in increasing unitholder value. SSR’s performance since IPO SSR’s historical DPU Ø DPU decreased due to failure to close property acquisition deals, payment of professional service fees pertaining to planned follow- (From listing on Sept. 8, 2016, on offering that did not occur, etc. to Dec. 30, 2019) Decrease of DPU due DPU increase resulting 5,000 to payment of from lower asset professional service JPY57.3bn JPY57.5bn management fees: Asset growth ratio fees: (Note 8) JPY140/unit (Note 1) (18 properties) (18 properties) -JPY409/unit +0.38% DPU increase Decrease of DPU from resulting from gain initial forecast due to on sale of properties: 4,000 No. of properties ( Note 2) decreased revenue as a JPY785/unit result of sale of asset: 2 properties acquired after IPO -JPY38/unit No. of follow-on offerings 785 0 3,000 409 conducted after IPO (Note 3) 140 38 Market cap growth 7.1% (Note 4) 2,000 Total return (Note 5) 2,763 7.8% 2,723 2,675 2,662 2,660 (per annum) 2,116 1,000 Ratio of asset management fees to year-end total assets 0.55~0.56% (per annum) (Note 6) 0 Average borrowing rate Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 第2期 第3期 第4期 第5期 第6期 第7期 0.80%/1.7 years Period Period Period Period Period Period / borrowing period (Note 7) ended ended ended ended ended ended (17/8) (18/2) (18/6) (18/12) (19/6) (19/12) Aug. 2017 Feb. 2018 Jun. 2018 Dec. 2018 Jun. 2019 Dec. 2019 (Note 9) (Note 1): “Asset growth ratio ” is based on the acquisition prices since IPO. (Note 2): “No. of properties acquired after IPO” represents the cumulative number of properties acquired after IPO and does not include assets acquired at the time of IPO. (Note 3): “No. of follow-on offerings conducted after IPO” does not include the IPO. (Note 4): “Market cap growth” represents growth of market cap as of the closing price on the IPO date to end of December 2019. (Note 5): “Total return (per annum)” is calculated as an annualized rate of the return (total amount of DPU until the latest fiscal period, taking into account the increase/decrease of unit price until the closing price of December 30, 2019) based on the IPO offer price. (Note 6): “Ratio of asset management fees to year-end total assets (per annum)” is calculated as an annualized rate of asset management fees (excluding acquisition and transfer fees) that are stated in the asset management report, based on total assets at the end of fiscal period. (Note 7): “Average borrowing rate/ borrowing period” is based on the latest fiscal period end. (Note 8): “SSR’s DPU for the fiscal period ended Aug. 2017” involves an increase of DPU (JPY140/unit) due to the absence of management fees of NOIx3% that were applied from the fiscal period ended Feb. 2018. (Note 9): DPU for the fiscal period ended June 2018 of SSR is calculated using the following formula for 4-month settlement ((Total amount of actual DPU - gain on sales of properties + expenses related to the delivery of investment units) x (6/4) + Gain on Sale of Property - Expenses related to delivery of investment units) / Total number of units of issued investment equity at the end of the fiscal period ended June 2018. 7


Significance of the Merger Increase of Normalized DPU n SAR’s normalized DPU after the merger is expected to be JPY2,910 (Forecast for the Fiscal Period ending July 2021) (Note 2) Post-merger DPU for former SAR unitholders Post-merger DPU for former SSR unitholders DPU compared to the 2nd Fiscal Period after the merger DPU compared to the 2nd Fiscal Period after the merger +JPY122(+4.4%) +JPY76(+3.0%) DPU compared to the 2nd 2,950 3,310 3,315 Fiscal Period after the merger 2,590 423 376 569 2,910 +JPY106(+4.3%) 2,514 2,484 2,788 398 Decrease in DPU 507 resulting from expenses for Transient factors unitholders' such as gain on sale proposals of properties (Note 1) (Note 3) Decrease in DPU 2,892 2,574 resulting from the 2,741 merger and 2,116 1,977 litigation expenses Fiscal Period Ending Fiscal Period Ending Fiscal Period Ending Fiscal Period Ending 2019/12期 2020/7期 2021/1期 2021/7期 1 2 3 4 5 Fiscal Period Jan. 2021 Jul. 2021 Fiscal Period Ended Fiscal Period Ending Jan. 2021 Jul. 2021 Fiscal Period Ended Ending Jul. 2020 (1st Fiscal Period (2nd Fiscal Period Jan. 2020 Jul. 2020 (1st Fiscal Period (2nd Fiscal Period Dec. 2019 (Forecast) after the merger) after the merger) (Forecast) (Forecast) after the merger) after the merger) (Forecast) (Forecast) (Forecast) (Forecast) (Note 4) (Note1): Transient factors are calculated by subtracting negative factors such as merger-related expenses from positive factors such as gains on sales (Note2): DPU for former SSR unitholders is calculated based on merger ratio of 1:0.89 (Note3): Downward revision in earnings forecasts for the fiscal year ended December 2019 (Published on September 26, 2019) 8 (Note4): DPU figure is calculated as follow: (Unappropriated retained earnings for Fiscal Period ending Jul. 2020 (converted for a figure for 6 months) + expected expenses associated to the merger and dispute) / outstanding investment units Significance of the Merger Increase of Normalized DPU n SAR’s normalized DPU after the merger is expected to be JPY2,910 (Forecast for the Fiscal Period ending July 2021) (Note 2) Post-merger DPU for former SAR unitholders Post-merger DPU for former SSR unitholders DPU compared to the 2nd Fiscal Period after the merger DPU compared to the 2nd Fiscal Period after the merger +JPY122(+4.4%) +JPY76(+3.0%) DPU compared to the 2nd 2,950 3,310 3,315 Fiscal Period after the merger 2,590 423 376 569 2,910 +JPY106(+4.3%) 2,514 2,484 2,788 398 Decrease in DPU 507 resulting from expenses for Transient factors unitholders' such as gain on sale proposals of properties (Note 1) (Note 3) Decrease in DPU 2,892 2,574 resulting from the 2,741 merger and 2,116 1,977 litigation expenses Fiscal Period Ending Fiscal Period Ending Fiscal Period Ending Fiscal Period Ending 2019/12期 2020/7期 2021/1期 2021/7期 1 2 3 4 5 Fiscal Period Jan. 2021 Jul. 2021 Fiscal Period Ended Fiscal Period Ending Jan. 2021 Jul. 2021 Fiscal Period Ended Ending Jul. 2020 (1st Fiscal Period (2nd Fiscal Period Jan. 2020 Jul. 2020 (1st Fiscal Period (2nd Fiscal Period Dec. 2019 (Forecast) after the merger) after the merger) (Forecast) (Forecast) after the merger) after the merger) (Forecast) (Forecast) (Forecast) (Forecast) (Note 4) (Note1): Transient factors are calculated by subtracting negative factors such as merger-related expenses from positive factors such as gains on sales (Note2): DPU for former SSR unitholders is calculated based on merger ratio of 1:0.89 (Note3): Downward revision in earnings forecasts for the fiscal year ended December 2019 (Published on September 26, 2019) 8 (Note4): DPU figure is calculated as follow: (Unappropriated retained earnings for Fiscal Period ending Jul. 2020 (converted for a figure for 6 months) + expected expenses associated to the merger and dispute) / outstanding investment units


Significance of the Merger Better Positioning in J-REIT Market Based on Larger Market Capitalization and Expanded Asset Size n Market capitalization after the merger is estimated to be JPY82.0bn (Note 1) and we expect that the larger market capitalization will improve our market positioning. n Increase in market capitalization will boost the liquidity of investment units and increase probability of being included in major indices. Market Capitalization after Merger (Note 1) (Note 2) (bn yen) 1,500 150 Market cap after merger Expected effects of (simply combined) increased market capitalization JPY82.0bn Ø Improved liquidity of investment units Ø Stabilization of price of investment 1,000 100 units SAR Ø Ability to further expand the investor JPY54.4bn base Ø Higher probability of being included in 50 major REIT indices 500 SSR JPY27.6bn Ø Improved recognition from institutional investors SAR’s investment units will be split 0 2-for-1 JCR Ratings ● ● ● ● ● ● ● ● ● ● ● ● FTSE ● ● The split allows SSR unitholders to receive EPRA/NAREIT MSCI Small one or more units of SAR. ● ● ● ● ● ● ● ● ● ● ● Cap In addition, the split is expected to further ※ JCR Ratings: ● stands for AA- ● stands for A-, A, A+ improve liquidity. (Note 1) : As of February 28 2020. Market cap after the merger is simple sum of SAR’s and SSR’s market cap. (Note 2) : 25 J-REITs with market cap less than JPY130bn are shown. 9 NHI MRR SPA IHR XYR SSR EJR HCM TRI SRE CRE SPI TLR SAR SRR IAL SSL MTH ONE 合併後 MRI HRR HHR MEL GOR KRRSignificance of the Merger Better Positioning in J-REIT Market Based on Larger Market Capitalization and Expanded Asset Size n Market capitalization after the merger is estimated to be JPY82.0bn (Note 1) and we expect that the larger market capitalization will improve our market positioning. n Increase in market capitalization will boost the liquidity of investment units and increase probability of being included in major indices. Market Capitalization after Merger (Note 1) (Note 2) (bn yen) 1,500 150 Market cap after merger Expected effects of (simply combined) increased market capitalization JPY82.0bn Ø Improved liquidity of investment units Ø Stabilization of price of investment 1,000 100 units SAR Ø Ability to further expand the investor JPY54.4bn base Ø Higher probability of being included in 50 major REIT indices 500 SSR JPY27.6bn Ø Improved recognition from institutional investors SAR’s investment units will be split 0 2-for-1 JCR Ratings ● ● ● ● ● ● ● ● ● ● ● ● FTSE ● ● The split allows SSR unitholders to receive EPRA/NAREIT MSCI Small one or more units of SAR. ● ● ● ● ● ● ● ● ● ● ● Cap In addition, the split is expected to further ※ JCR Ratings: ● stands for AA- ● stands for A-, A, A+ improve liquidity. (Note 1) : As of February 28 2020. Market cap after the merger is simple sum of SAR’s and SSR’s market cap. (Note 2) : 25 J-REITs with market cap less than JPY130bn are shown. 9 NHI MRR SPA IHR XYR SSR EJR HCM TRI SRE CRE SPI TLR SAR SRR IAL SSL MTH ONE 合併後 MRI HRR HHR MEL GOR KRR


Significance of Merger Further Strengthening and Diversification of Portfolios n The percentage of properties located in the Tokyo area, (Note 1) where stable earnings and growth are expected, will continue to be more than 70%. Also, mid-sized office buildings and residential property, which are expected to generate above average internal growth and attract investor interests, will increase significantly. n As the number of highly liquid properties will increase, we will be able to flexibly execute asset replacements that will contribute to maximizing unitholder value. n Further diversification of portfolio and tenants will improve stability. SAR SSR SAR (Pre-merger) (Pre-merger) (Post-merger) JPY166.8bn Portfolio after merger and future strategy JPY103.8bn JPY63.0bn (Note 2) Asset size l Competitive portfolio Assets in Tokyo area will remain to be more than 70%. Portfolio 1 2 3 revenue stability and growth are 12.3% 3.8% 19.8% expected to be strengthened. 32.7% 31.2% 40.5% 20.0% (Note 2) Asset class 53.4% 29.8% l Pipeline of Star Asia Group 11.6% 17.8% 11.8% Aim to achieve JPY200bn in assets 15.4% in the short term based on the Office Residence Logistics Hotel Other (Note 3) Retail pipeline of Star Asia Group Number of properties 35 18 53 (Note 4) l Active management Achieve a virtuous cycle of Number of tenants 749 701 1,450 expanding asset size and improving (Note 5) unitholder value through continued active management Assets in Tokyo area 74.4% 63.9% 70.4% (Note 2) Mid-sized assets 100.0% 83.0% 93.6% (Note 2) (Note 1): Office and Retail refer to the 23 wards of Tokyo, Kawasaki City and Yokohama City; Residence, Logistics, Hotel and Student Residence refer to Tokyo, Kanagawa Prefecture, Saitama Prefecture and Chiba Prefecture. (Note 2): Figures in SAR (pre-merger) are based on the expected acquisition price after the asset replacement; those in SSR (pre-merger) are calculated based on the assumed acceptance price; and those in SAR (post-merger) are calculated based on the respective expected acquisition/assumed acceptance prices. (Note 3): Assets that are classified as Other in SSR (pre-merger) are classified as Logistics in SAR (post-merger) in accordance with Star Asia Investment 10 Management operation guidelines. (Note 4): The figure for the number of properties is after the asset replacement. (Note 5): The number of tenants of SAR (pre-merger) is based on lease contracts effective as of the end of January 2020, the figure for SSR (pre-merger) is based on lease contracts effective as of the end of December 2019, and the figure for SAR (post-merger) is the sum of the figures. Significance of Merger Further Strengthening and Diversification of Portfolios n The percentage of properties located in the Tokyo area, (Note 1) where stable earnings and growth are expected, will continue to be more than 70%. Also, mid-sized office buildings and residential property, which are expected to generate above average internal growth and attract investor interests, will increase significantly. n As the number of highly liquid properties will increase, we will be able to flexibly execute asset replacements that will contribute to maximizing unitholder value. n Further diversification of portfolio and tenants will improve stability. SAR SSR SAR (Pre-merger) (Pre-merger) (Post-merger) JPY166.8bn Portfolio after merger and future strategy JPY103.8bn JPY63.0bn (Note 2) Asset size l Competitive portfolio Assets in Tokyo area will remain to be more than 70%. Portfolio 1 2 3 revenue stability and growth are 12.3% 3.8% 19.8% expected to be strengthened. 32.7% 31.2% 40.5% 20.0% (Note 2) Asset class 53.4% 29.8% l Pipeline of Star Asia Group 11.6% 17.8% 11.8% Aim to achieve JPY200bn in assets 15.4% in the short term based on the Office Residence Logistics Hotel Other (Note 3) Retail pipeline of Star Asia Group Number of properties 35 18 53 (Note 4) l Active management Achieve a virtuous cycle of Number of tenants 749 701 1,450 expanding asset size and improving (Note 5) unitholder value through continued active management Assets in Tokyo area 74.4% 63.9% 70.4% (Note 2) Mid-sized assets 100.0% 83.0% 93.6% (Note 2) (Note 1): Office and Retail refer to the 23 wards of Tokyo, Kawasaki City and Yokohama City; Residence, Logistics, Hotel and Student Residence refer to Tokyo, Kanagawa Prefecture, Saitama Prefecture and Chiba Prefecture. (Note 2): Figures in SAR (pre-merger) are based on the expected acquisition price after the asset replacement; those in SSR (pre-merger) are calculated based on the assumed acceptance price; and those in SAR (post-merger) are calculated based on the respective expected acquisition/assumed acceptance prices. (Note 3): Assets that are classified as Other in SSR (pre-merger) are classified as Logistics in SAR (post-merger) in accordance with Star Asia Investment 10 Management operation guidelines. (Note 4): The figure for the number of properties is after the asset replacement. (Note 5): The number of tenants of SAR (pre-merger) is based on lease contracts effective as of the end of January 2020, the figure for SSR (pre-merger) is based on lease contracts effective as of the end of December 2019, and the figure for SAR (post-merger) is the sum of the figures.


2.Merger Overview 2.Merger Overview


Merger Overview Merger Scheme ▮ Scheme • Absorption-type merger Method of Merger Surviving corporation: Star Asia Investment Corporation Dissolving corporation: Sakura Sogo REIT Investment Corporation • SAR : SSR=1 : 0.89 (1.78 SAR units will be allocated for each 1 SSR unit) Merger Ratio * SAR is scheduled to split its investment units 2-for-1 to ensure allocation of at least one SAR unit to SSR unitholders ▮ Overview of Post-Merger REIT (As of end of Jan. 2020 (Forecast)) (As of end of Dec. 2019) (As of end of Jan. 2021(Forecast)) JPY3,227mil(Note 1) Operating revenue JPY2,391mil JPY6,634mil JPY1,721mil(Note 1) Operating profit JPY1,046mil JPY3,226mil Ordinary profit JPY1,494mil(Note 1) JPY872mil JPY2,776mil Net income JPY1,493mil(Note 1) JPY704mil JPY2,775mil Number of properties 35(Note 2) 18 53(Note 2) Asset size (Note) JPY103.8bn(Note 2) JPY63.0bn(Note 3) 166.8bn(Note 2) 5.0% (Note 2) 4.9%(Note 3) Portfolio cap rate 4.9%(Note 2) 47.0%(Note 4) 46.3% LTV 45.8%(Note 5) JPY2,788(Note 1) Dividend per Unit JPY2,116 JPY 3,315 Forecasted DPU for former SSR JPY 2,950 (Note 1): Figures are from “Notice Concerning Revision to Forecasts of Operating Results and Distributions for the unitholders (Note 6) Fiscal Period ending January 31, 2020 and July 31, 2020” released today (Note 2): Figures are after the asset replacement. (Note 3): Figures are based on acquisition price (expected receipt price). (Note 4): Calculated based on the (forecasted) Balance Sheet as of end of January 2020. (Note 5): The post- 12 merger LTV is the estimated adjusted cruising value. (Note 6): Figure is calculated based on merger ratio of 1:0.89 Merger Overview Merger Scheme ▮ Scheme • Absorption-type merger Method of Merger Surviving corporation: Star Asia Investment Corporation Dissolving corporation: Sakura Sogo REIT Investment Corporation • SAR : SSR=1 : 0.89 (1.78 SAR units will be allocated for each 1 SSR unit) Merger Ratio * SAR is scheduled to split its investment units 2-for-1 to ensure allocation of at least one SAR unit to SSR unitholders ▮ Overview of Post-Merger REIT (As of end of Jan. 2020 (Forecast)) (As of end of Dec. 2019) (As of end of Jan. 2021(Forecast)) JPY3,227mil(Note 1) Operating revenue JPY2,391mil JPY6,634mil JPY1,721mil(Note 1) Operating profit JPY1,046mil JPY3,226mil Ordinary profit JPY1,494mil(Note 1) JPY872mil JPY2,776mil Net income JPY1,493mil(Note 1) JPY704mil JPY2,775mil Number of properties 35(Note 2) 18 53(Note 2) Asset size (Note) JPY103.8bn(Note 2) JPY63.0bn(Note 3) 166.8bn(Note 2) 5.0% (Note 2) 4.9%(Note 3) Portfolio cap rate 4.9%(Note 2) 47.0%(Note 4) 46.3% LTV 45.8%(Note 5) JPY2,788(Note 1) Dividend per Unit JPY2,116 JPY 3,315 Forecasted DPU for former SSR JPY 2,950 (Note 1): Figures are from “Notice Concerning Revision to Forecasts of Operating Results and Distributions for the unitholders (Note 6) Fiscal Period ending January 31, 2020 and July 31, 2020” released today (Note 2): Figures are after the asset replacement. (Note 3): Figures are based on acquisition price (expected receipt price). (Note 4): Calculated based on the (forecasted) Balance Sheet as of end of January 2020. (Note 5): The post- 12 merger LTV is the estimated adjusted cruising value. (Note 6): Figure is calculated based on merger ratio of 1:0.89


Merger Overview Schedule n The merger of SAR and SSR is scheduled as follows n SAR and SSR are scheduled to hold their unitholders’ meetings at the end of March 2020 to approve the merger agreement. Execution of merger Execute the Merger Agreement March 2, 2020 agreement - Independent financial advisors were retained by SAR and SSR in negotiating the merger agreement and the terms were determined after conducting due diligence with each other (including inquiries from the special committee for SSR) with the approval of the board of directors of SAR and. Obtain Approval of Merger Agreement at Unitholders’ Meetings of SAR and SSR SSR’s unitholders’ meeting March 30, 2020 - To effect the merger agreement, approval by special resolution is required (with the attendance of majority of voting rights and at least 2/3 voting in favor among the attended unitholders) at the unitholders' meetings of SAR and SSR - Unitholders are kindly requested to vote in favor of SAR and SSR at the unitholders’ meeting. SAR’s unitholders’ meeting March 31, 2020 - (For details, please see the notice of the unitholder’s meeting, which will be delivered later) Merger Takes Effect Delisting of SSR July 30, 2020 - 1.78 SAR units will be allocated for each SSR unit - Any unit of less than one unit will be purchased and a cash payment for the sale of such fractional unit will be made to unitholders. August 1, 2020 Effective date of merger Payment of Cash Upon Merger Within a reasonable Cash payment upon merger period from the - A cash payment upon the merger is scheduled to be made to SSR unitholders effective date (Note) upon the merger in an amount that corresponds to the cash distribution made during SSR’s business period from January 1, 2020 to July 31, 2020. 13 Note: SSR unitholders who made investment unit purchase demand will be excluded. Merger Overview Schedule n The merger of SAR and SSR is scheduled as follows n SAR and SSR are scheduled to hold their unitholders’ meetings at the end of March 2020 to approve the merger agreement. Execution of merger Execute the Merger Agreement March 2, 2020 agreement - Independent financial advisors were retained by SAR and SSR in negotiating the merger agreement and the terms were determined after conducting due diligence with each other (including inquiries from the special committee for SSR) with the approval of the board of directors of SAR and. Obtain Approval of Merger Agreement at Unitholders’ Meetings of SAR and SSR SSR’s unitholders’ meeting March 30, 2020 - To effect the merger agreement, approval by special resolution is required (with the attendance of majority of voting rights and at least 2/3 voting in favor among the attended unitholders) at the unitholders' meetings of SAR and SSR - Unitholders are kindly requested to vote in favor of SAR and SSR at the unitholders’ meeting. SAR’s unitholders’ meeting March 31, 2020 - (For details, please see the notice of the unitholder’s meeting, which will be delivered later) Merger Takes Effect Delisting of SSR July 30, 2020 - 1.78 SAR units will be allocated for each SSR unit - Any unit of less than one unit will be purchased and a cash payment for the sale of such fractional unit will be made to unitholders. August 1, 2020 Effective date of merger Payment of Cash Upon Merger Within a reasonable Cash payment upon merger period from the - A cash payment upon the merger is scheduled to be made to SSR unitholders effective date (Note) upon the merger in an amount that corresponds to the cash distribution made during SSR’s business period from January 1, 2020 to July 31, 2020. 13 Note: SSR unitholders who made investment unit purchase demand will be excluded.


3.Post-Merger Growth Strategy 3.Post-Merger Growth Strategy


Post-Merger Growth Strategy ~ Post-merger Portfolio Management Strategy n The current investment policy of SAR will be retained after the merger to pursue maximizing unitholder value. Specific Management Policy SAR’s Views on Each Asset Type Post-merger Investment Policy n A portfolio predominantly located in Tokyo area Office Office Middle-sized office buildings are less Focus investment on mid-sized office n Focus on mid-sized assets susceptive to the oversupply of large office buildings in urban areas with high population buildings expected in the future and SAR density predominantly in the Tokyo area, and n Secure stability and growth through diversification forecasts that supply and demand for middle- seek growth through increase of rent. sized office will continue to remain tight. of asset types Retail Retail There are increasing concerns over deteriorating Suburban and regional retail facilities are not n Commitment of Star Asia Group business environment for primarily suburban brick- investment targets for the time being and they are (Star Asia Group’s estimated ownership in post- and-mortar stores selling non-essential goods on the to be replaced in the future. Focus will be urban retail back of the rise of e-commerce and the shift in % merger investment corporation: approx. 13.4 ) facilities after conducting an analysis of the potential consumer values towards services and experience of the area, etc., based on population in the trade over material goods. area and demographics. Post-merger Portfolio Residential Residential Total: JPY166.8bn Invest in competitive (including rent levels) This is the most stable asset type, and has (Calculated by simply combining the acquisition price of SAR properties in light of demographic analysis growth potential as rents have been increasing portfolio and the assumed price of acquiring SSR portfolio) based on the mid- to long-term in the current environment. Assets in Tokyo area: 70.4% macroeconomic environment. Logistics Logistics Hotel: JPY20.5bn SAR predicts stable revenue from logistics Continue to focus on logistics facilities in the 12.3% facilities in areas adjacent to densely Tokyo area (in particular, within 30km of populated areas in the Tokyo area with strong Tokyo Station) that are easy to find new Office: tenant demand. tenants. Logistics: JPY67.6bn JPY33.3bn 40.5% 20.0% Hotel Hotel While large cities can capture both business Only invest in urban hotels geared towards and tourism demand, the primary demand for business travelers, and prioritize stability of the Retail: hotels in regional cities is tourism. There is a portfolio, by keeping the ratio of variable rent Residential: JPY19.6bn risk of fluctuation in revenue due to changes in (Note) at 10% or lower in principle. JPY25.7bn 11.8% the tourism environment and supply of new 15.4% hotels. 15 (Note): The ratio of variable rent to net revenue from the hotel portfolio of the post-merger entity. Post-Merger Growth Strategy ~ Post-merger Portfolio Management Strategy n The current investment policy of SAR will be retained after the merger to pursue maximizing unitholder value. Specific Management Policy SAR’s Views on Each Asset Type Post-merger Investment Policy n A portfolio predominantly located in Tokyo area Office Office Middle-sized office buildings are less Focus investment on mid-sized office n Focus on mid-sized assets susceptive to the oversupply of large office buildings in urban areas with high population buildings expected in the future and SAR density predominantly in the Tokyo area, and n Secure stability and growth through diversification forecasts that supply and demand for middle- seek growth through increase of rent. sized office will continue to remain tight. of asset types Retail Retail There are increasing concerns over deteriorating Suburban and regional retail facilities are not n Commitment of Star Asia Group business environment for primarily suburban brick- investment targets for the time being and they are (Star Asia Group’s estimated ownership in post- and-mortar stores selling non-essential goods on the to be replaced in the future. Focus will be urban retail back of the rise of e-commerce and the shift in % merger investment corporation: approx. 13.4 ) facilities after conducting an analysis of the potential consumer values towards services and experience of the area, etc., based on population in the trade over material goods. area and demographics. Post-merger Portfolio Residential Residential Total: JPY166.8bn Invest in competitive (including rent levels) This is the most stable asset type, and has (Calculated by simply combining the acquisition price of SAR properties in light of demographic analysis growth potential as rents have been increasing portfolio and the assumed price of acquiring SSR portfolio) based on the mid- to long-term in the current environment. Assets in Tokyo area: 70.4% macroeconomic environment. Logistics Logistics Hotel: JPY20.5bn SAR predicts stable revenue from logistics Continue to focus on logistics facilities in the 12.3% facilities in areas adjacent to densely Tokyo area (in particular, within 30km of populated areas in the Tokyo area with strong Tokyo Station) that are easy to find new Office: tenant demand. tenants. Logistics: JPY67.6bn JPY33.3bn 40.5% 20.0% Hotel Hotel While large cities can capture both business Only invest in urban hotels geared towards and tourism demand, the primary demand for business travelers, and prioritize stability of the Retail: hotels in regional cities is tourism. There is a portfolio, by keeping the ratio of variable rent Residential: JPY19.6bn risk of fluctuation in revenue due to changes in (Note) at 10% or lower in principle. JPY25.7bn 11.8% the tourism environment and supply of new 15.4% hotels. 15 (Note): The ratio of variable rent to net revenue from the hotel portfolio of the post-merger entity.


LOGO

Post-Merger Growth Strategy ~ Continueous implementation of active management


Post-Merger Growth Strategy ~ Pipeline that enables examination and execution of diverse action plans n The post-merger REIT will utilize and take advantage of Star Asia Group’s robust support and Star Asia Investment Management’s sourcing capabilities. Goal is to achieve JPY200 bn in assets in the near term Properties with Preferential Negotiation Rights and Star Asia Group’s Pipeline Ø Properties that are stable and have fixed minimum selling prices and yields exceeding SAR’s current portfolio Total Appraisal: JPY29.9bn Properties with Preferential Negotiation Rights (Note 1) Nishi-Ikebukuro 1- Urban Park Tokiwadai Shimotakaido URBAN CENTER OHA Building HAKUSAN HOUSE Hakata Office Project Urban Park Mitsuike Koen Chome bldg. Koen Project Midousuji (Note 2) Expanded Tokyo Tokyo Area Tokyo Area Tokyo Area Tokyo Area Tokyo Area Tokyo Area Other Area Office Retail Residential Residential Student Housing Student Housing Office Office Area Other Properties Managed by the Sponsor Group (as of December 31,2019) Total Appraisal Value: JPY22.7bn 33.8% 31.5% Tokyo Area 48.4% Residential Other Logistics Hotel Example of the properties managed by Star Asia Group 68.5% Higashiougijima Center 17.8% (Logistics) Aim to further expand Asset Size Post-merger assets over medium to Asset Size targets target by Asset Size long term 2020 JPY200bn JPY166.8bn (Note 1):As of the date of this document, among the properties with priority negotiating rights held by SAR, the total amount of the price is indicated for properties for which a priority negotiating price has been determined, and the total amount of the most recent appraisal value or survey price is indicated for properties for which a priority negotiating price has not been determined. 17 (Note 2): “Expanded Tokyo Area” stands for suburban Tokyo (outside 23 wards) and major cities in Kanagawa (excluding Kawasaki-shi and Yokohama-shi) and Saitama for offices and retail properties. Post-Merger Growth Strategy ~ Pipeline that enables examination and execution of diverse action plans n The post-merger REIT will utilize and take advantage of Star Asia Group’s robust support and Star Asia Investment Management’s sourcing capabilities. Goal is to achieve JPY200 bn in assets in the near term Properties with Preferential Negotiation Rights and Star Asia Group’s Pipeline Ø Properties that are stable and have fixed minimum selling prices and yields exceeding SAR’s current portfolio Total Appraisal: JPY29.9bn Properties with Preferential Negotiation Rights (Note 1) Nishi-Ikebukuro 1- Urban Park Tokiwadai Shimotakaido URBAN CENTER OHA Building HAKUSAN HOUSE Hakata Office Project Urban Park Mitsuike Koen Chome bldg. Koen Project Midousuji (Note 2) Expanded Tokyo Tokyo Area Tokyo Area Tokyo Area Tokyo Area Tokyo Area Tokyo Area Other Area Office Retail Residential Residential Student Housing Student Housing Office Office Area Other Properties Managed by the Sponsor Group (as of December 31,2019) Total Appraisal Value: JPY22.7bn 33.8% 31.5% Tokyo Area 48.4% Residential Other Logistics Hotel Example of the properties managed by Star Asia Group 68.5% Higashiougijima Center 17.8% (Logistics) Aim to further expand Asset Size Post-merger assets over medium to Asset Size targets target by Asset Size long term 2020 JPY200bn JPY166.8bn (Note 1):As of the date of this document, among the properties with priority negotiating rights held by SAR, the total amount of the price is indicated for properties for which a priority negotiating price has been determined, and the total amount of the most recent appraisal value or survey price is indicated for properties for which a priority negotiating price has not been determined. 17 (Note 2): “Expanded Tokyo Area” stands for suburban Tokyo (outside 23 wards) and major cities in Kanagawa (excluding Kawasaki-shi and Yokohama-shi) and Saitama for offices and retail properties.


About Star Asia Group ~ Organizational Outline of Star Asia Group Star Asia Group is a privately owned, independent investment management group that focuses on investments in Japanese real Taro Masuyama estate related opportunities. Co-Founder and • Concepted in 2006, Star Asia Group has invested over JPY661bn since its foundation in 2007. The current balance of 1 Managing Partner investments is over JPY172bn. • Star Asia Group has 392 officers and employees including over 40 investment and asset management professionals based in 1 Tokyo or New Jersey, USA. • We always operate under the Guiding Principles which continuously drive the group to become and remain as one of the Malcolm F. MacLean IV leading real estate investment management firms in Japan. Co-Founder and • The group’s strong track record and long-term partnership approach with our investors have been integral in attracting Managing Partner significant capital from sophisticated global investors, including large U.S. university endowments and foundations, Japanese and European pension funds, U.S. and Asia based family offices as well as other global real estate investors. • The group is committed to its disciplined Investment Philosophy and SAR strives for its most important goal of meeting and exceeding unitholders’ expectations. Star Asia Group Development and Development and Listed J-REIT Private placement Private placement operation of new- Asset management Unlisted investment company operation of hospitality generation student Asset manager fund management fund properties; listed accommodation GSA Star Asia KK Star Asia Capital Corp Limited Star Asia Japan Kachikaihatsu Co., Star Asia Star Asia Asset • A 50/50 joint venture 1 • Assets under management is JPY19.7bn Special Situations Ltd. Management Advisors Co., Ltd. with GSA Group, a nd LP • Asset management • Listed on TSE 2 Limited global pioneer in and brokerage for Section (8010); • Star Asia Group’s purpose built student • Registered as an Star Asia develops and private placement flagship fund accommodation (PBSA), Investment Advisor Lion Partners GK Star Asia Sogo Investment funds; real estate that develops and operates hotels with the US Securities • Assets under Kaihatsu Co., Ltd. Management Co., asset and trust operates new-generation • Star Asia Group and Exchange management is PBSA beneficiary interest • Star Asia Group’s real Ltd. 1 became a sponsor in Commission JPY39.6bn brokerage; and estate development • Following the first Nov. 2018 and holds • Actively investing • Manages multiple company property management. Hakusan House project, 75.53% of issued private placement based on its currently works on the • Currently develops stock funds through sister investment capacity second Shimotakaido multiple properties companies project Provides know-how Asset management of Holds SAR’s investment Holds SSR’s investment Currently develops Provided over JPY90bn Currently operates Under the business contributing to SAR’s units (97,000 units; warehousing funds and units (16,896 units; properties with properties (based on properties with partnership agreement internal and external growth equivalent to JPY11bn provides support for equivalent to JPY1.6bn preferential negotiation SAR’s acquisition price) preferential negotiation with Star Asia Group, the 2 (17.9%)) as its sponsor 2 origination of bridge (5.1%)) rights owned by SAR to SAR since SAR’s rights owned by SAR company provides to Silent partnership • Support of Construction funds listing SAR information on sale • Hakata office project • HAKUSAN House investment in properties Management of properties as a • KAMIKITA House with preferential negotiation Department developer and operator rights owned by SAR of hotels • Provides advice based Star Asia • Urban Park Mitsuike on abundant experience Investment Koen in real estate-related Corporation debt investment • Urban Park Tokiwadai Koen • Provides additional resource as needed • OHA Building Star Asia Group with expanding business provides strong support to SAR 1. As of June 30, 2019 2. As of September 6, 2019 18 About Star Asia Group ~ Organizational Outline of Star Asia Group Star Asia Group is a privately owned, independent investment management group that focuses on investments in Japanese real Taro Masuyama estate related opportunities. Co-Founder and • Concepted in 2006, Star Asia Group has invested over JPY661bn since its foundation in 2007. The current balance of 1 Managing Partner investments is over JPY172bn. • Star Asia Group has 392 officers and employees including over 40 investment and asset management professionals based in 1 Tokyo or New Jersey, USA. • We always operate under the Guiding Principles which continuously drive the group to become and remain as one of the Malcolm F. MacLean IV leading real estate investment management firms in Japan. Co-Founder and • The group’s strong track record and long-term partnership approach with our investors have been integral in attracting Managing Partner significant capital from sophisticated global investors, including large U.S. university endowments and foundations, Japanese and European pension funds, U.S. and Asia based family offices as well as other global real estate investors. • The group is committed to its disciplined Investment Philosophy and SAR strives for its most important goal of meeting and exceeding unitholders’ expectations. Star Asia Group Development and Development and Listed J-REIT Private placement Private placement operation of new- Asset management Unlisted investment company operation of hospitality generation student Asset manager fund management fund properties; listed accommodation GSA Star Asia KK Star Asia Capital Corp Limited Star Asia Japan Kachikaihatsu Co., Star Asia Star Asia Asset • A 50/50 joint venture 1 • Assets under management is JPY19.7bn Special Situations Ltd. Management Advisors Co., Ltd. with GSA Group, a nd LP • Asset management • Listed on TSE 2 Limited global pioneer in and brokerage for Section (8010); • Star Asia Group’s purpose built student • Registered as an Star Asia develops and private placement flagship fund accommodation (PBSA), Investment Advisor Lion Partners GK Star Asia Sogo Investment funds; real estate that develops and operates hotels with the US Securities • Assets under Kaihatsu Co., Ltd. Management Co., asset and trust operates new-generation • Star Asia Group and Exchange management is PBSA beneficiary interest • Star Asia Group’s real Ltd. 1 became a sponsor in Commission JPY39.6bn brokerage; and estate development • Following the first Nov. 2018 and holds • Actively investing • Manages multiple company property management. Hakusan House project, 75.53% of issued private placement based on its currently works on the • Currently develops stock funds through sister investment capacity second Shimotakaido multiple properties companies project Provides know-how Asset management of Holds SAR’s investment Holds SSR’s investment Currently develops Provided over JPY90bn Currently operates Under the business contributing to SAR’s units (97,000 units; warehousing funds and units (16,896 units; properties with properties (based on properties with partnership agreement internal and external growth equivalent to JPY11bn provides support for equivalent to JPY1.6bn preferential negotiation SAR’s acquisition price) preferential negotiation with Star Asia Group, the 2 (17.9%)) as its sponsor 2 origination of bridge (5.1%)) rights owned by SAR to SAR since SAR’s rights owned by SAR company provides to Silent partnership • Support of Construction funds listing SAR information on sale • Hakata office project • HAKUSAN House investment in properties Management of properties as a • KAMIKITA House with preferential negotiation Department developer and operator rights owned by SAR of hotels • Provides advice based Star Asia • Urban Park Mitsuike on abundant experience Investment Koen in real estate-related Corporation debt investment • Urban Park Tokiwadai Koen • Provides additional resource as needed • OHA Building Star Asia Group with expanding business provides strong support to SAR 1. As of June 30, 2019 2. As of September 6, 2019 18


Post-Merger Growth Strategy Financial Standing n The merger of SAR and SSR is expected to diversify lenders and strengthen bank formation n We will continue to implement appropriate LTV control while paying attention to the diversification of repayment dates Bank formation Star Asia Investment Corporation Sakura Sogo REIT Investment Star Asia Investment Corporation (Pre-merger/expected figure as of Corporation (Post-Merger) March 31 2020) (Pre-merger/as of February 29 2020) The Nishi-Nippon The Dai-ichi The Nishi-Nippon Mizuho Trust & Life Insurance The Bank The Bank of The Nishi-Nippon City Bank City Bank The Bank Banking The Dai- City Bank 3.0% 0.6% of Fukuoka Fukuoka of Fukuoka 1.8% 1.5% Mizuho Trust & ichi Life Sumitomo Mitsui 2.1% 3.4% 5.1% 2.6% Banking Insurance Trust Bank ORIX Bank MUFG Bank 0.9% 0.9% 3.1% 2.4% 2.5% Sumitomo Risona Bank MUFG Bank ORIX Bank Sumitomo Mitsui Mitsui Banking Sumitomo Mitsui Risona Bank 8.7% 1.7% 6.8% Banking 26.8% Banking 9.0% 28.2% 30.8% Aozora Bank Risona Bank 8.7% Aozora Bank 9.6% JPY55,040mil JPY29,200mil JPY84,240mil 9.3% Shinsei Bank Aozora Bank 9.1% Shinsei Bank Mizuho Bank 10.3% 24.1% Sumitomo Mitsui 16.6% Shinsei Bank Mizuho Bank Trust Bank Sumitomo Mitsui 30.8% 15.7% 10.0% Trust Bank 13.7% Balance of borrowings (unit: million yen) (Note) FP of the (million yen) SAR SSR Post-merger SAR SSR Post-merger repayment date 16,000 16,000 9th FP 7,300 13.3% 0 0.0% 7,300 8.7% 14,000 14,000 10th FP 4,000 7.3% 10,900 37.3% 14,900 17.7% 12,000 12,000 11th FP 10,760 19.5% 0 0.0% 10,760 12.8% 10,000 10,000 12th FP 7,300 13.3% 6,000 20.5% 13,300 15.8% 8,000 8,000 13th FP 8,150 14.8% 1,600 5.5% 9,750 11.6% 6,000 6,000 14th FP 0 0.0% 5,600 19.2% 5,600 6.6% 4,000 4,000 15th FP 4,690 8.5% 5,100 17.5% 9,790 11.6% 2,000 2,000 16th FP 4,840 8.8% 0 0.0% 4,840 5.7% 0 17th FP 8,000 14.5% 0 0.0% 8,000 9.5% 0 9th FP 10th FP 11th FP 12th FP 13th FP 14th FP 15th FP 16th FP 17th FP 第9期 第10期 第11期 第12期 第13期 第14期 第15期 第16期 第17期 Total 55,040 100.0% 29,200 100.0% 84,240 100.0% 19 (Note): The balance of borrowings are as of March 31, 2020 for SAR (estimates) and as of February 29, 2020 for SSR. Post-merger number is the simple sum of both REITs outstanding borrowings Post-Merger Growth Strategy Financial Standing n The merger of SAR and SSR is expected to diversify lenders and strengthen bank formation n We will continue to implement appropriate LTV control while paying attention to the diversification of repayment dates Bank formation Star Asia Investment Corporation Sakura Sogo REIT Investment Star Asia Investment Corporation (Pre-merger/expected figure as of Corporation (Post-Merger) March 31 2020) (Pre-merger/as of February 29 2020) The Nishi-Nippon The Dai-ichi The Nishi-Nippon Mizuho Trust & Life Insurance The Bank The Bank of The Nishi-Nippon City Bank City Bank The Bank Banking The Dai- City Bank 3.0% 0.6% of Fukuoka Fukuoka of Fukuoka 1.8% 1.5% Mizuho Trust & ichi Life Sumitomo Mitsui 2.1% 3.4% 5.1% 2.6% Banking Insurance Trust Bank ORIX Bank MUFG Bank 0.9% 0.9% 3.1% 2.4% 2.5% Sumitomo Risona Bank MUFG Bank ORIX Bank Sumitomo Mitsui Mitsui Banking Sumitomo Mitsui Risona Bank 8.7% 1.7% 6.8% Banking 26.8% Banking 9.0% 28.2% 30.8% Aozora Bank Risona Bank 8.7% Aozora Bank 9.6% JPY55,040mil JPY29,200mil JPY84,240mil 9.3% Shinsei Bank Aozora Bank 9.1% Shinsei Bank Mizuho Bank 10.3% 24.1% Sumitomo Mitsui 16.6% Shinsei Bank Mizuho Bank Trust Bank Sumitomo Mitsui 30.8% 15.7% 10.0% Trust Bank 13.7% Balance of borrowings (unit: million yen) (Note) FP of the (million yen) SAR SSR Post-merger SAR SSR Post-merger repayment date 16,000 16,000 9th FP 7,300 13.3% 0 0.0% 7,300 8.7% 14,000 14,000 10th FP 4,000 7.3% 10,900 37.3% 14,900 17.7% 12,000 12,000 11th FP 10,760 19.5% 0 0.0% 10,760 12.8% 10,000 10,000 12th FP 7,300 13.3% 6,000 20.5% 13,300 15.8% 8,000 8,000 13th FP 8,150 14.8% 1,600 5.5% 9,750 11.6% 6,000 6,000 14th FP 0 0.0% 5,600 19.2% 5,600 6.6% 4,000 4,000 15th FP 4,690 8.5% 5,100 17.5% 9,790 11.6% 2,000 2,000 16th FP 4,840 8.8% 0 0.0% 4,840 5.7% 0 17th FP 8,000 14.5% 0 0.0% 8,000 9.5% 0 9th FP 10th FP 11th FP 12th FP 13th FP 14th FP 15th FP 16th FP 17th FP 第9期 第10期 第11期 第12期 第13期 第14期 第15期 第16期 第17期 Total 55,040 100.0% 29,200 100.0% 84,240 100.0% 19 (Note): The balance of borrowings are as of March 31, 2020 for SAR (estimates) and as of February 29, 2020 for SSR. Post-merger number is the simple sum of both REITs outstanding borrowings


4.Appendix 4.Appendix


Appendix① Structure of Management of the two REITs n Star Asia Investment Management is managing the two REITs (SAR and SSR). n We will manage both REITs to maximize unitholders' interests while paying close attention and avoiding any conflicts of interest between the two REITs. Organization Chart Measures to avoid conflict of interest - SSR Investment Management Division has been newly Since Star Asia Investment Management (“SAIM”) will be providing asset established to manage the two REITs management services to both SAR and SSR, the Rules on Handling of Property Information (“Rules”) and the decision-making process have been established in order to avoid conflicts of interest. The Rules stipulate how to Shareholder’s Meeting allocate information regarding acquisition of properties as follows. ① Rules on allocating information regarding acquisition of property a. All property information obtained by SAIM will be registered with, and Corporate Auditor centrally managed by, the Finance Management Division. b. Based on the year of completion of the registered property as stated in the real estate register, SSR Investment Management Division will Board of Directors consider the acquisition if the year is an even number, and SAR Investment Management Division will consider the acquisition if the year is an odd number. If more than one property is being sold by the same seller at the same time, the year of completion of the oldest Investment Committee Compliance Committee property will be used. c. If both SSR Investment Management Division and SAR Investment Management Division decide not to acquire the property as a result of consideration, it should be reported to the Finance Management Division. The Finance Management Division will then provide the President and CEO information to other investment management divisions. ② Decision-making process at SAIM a. When the Investment Committee discusses an agenda concerning the Compliance Officer investment management of either SAR or SSR, members who belong to the Investment Management Division of the other may not participate in the discussion nor participate in the resolution. New b. The same applies to the Compliance Committee and the Board of Directors. SSR Investment SAR Investment Finance Management Division Management Division Management Division 21 Appendix① Structure of Management of the two REITs n Star Asia Investment Management is managing the two REITs (SAR and SSR). n We will manage both REITs to maximize unitholders' interests while paying close attention and avoiding any conflicts of interest between the two REITs. Organization Chart Measures to avoid conflict of interest - SSR Investment Management Division has been newly Since Star Asia Investment Management (“SAIM”) will be providing asset established to manage the two REITs management services to both SAR and SSR, the Rules on Handling of Property Information (“Rules”) and the decision-making process have been established in order to avoid conflicts of interest. The Rules stipulate how to Shareholder’s Meeting allocate information regarding acquisition of properties as follows. ① Rules on allocating information regarding acquisition of property a. All property information obtained by SAIM will be registered with, and Corporate Auditor centrally managed by, the Finance Management Division. b. Based on the year of completion of the registered property as stated in the real estate register, SSR Investment Management Division will Board of Directors consider the acquisition if the year is an even number, and SAR Investment Management Division will consider the acquisition if the year is an odd number. If more than one property is being sold by the same seller at the same time, the year of completion of the oldest Investment Committee Compliance Committee property will be used. c. If both SSR Investment Management Division and SAR Investment Management Division decide not to acquire the property as a result of consideration, it should be reported to the Finance Management Division. The Finance Management Division will then provide the President and CEO information to other investment management divisions. ② Decision-making process at SAIM a. When the Investment Committee discusses an agenda concerning the Compliance Officer investment management of either SAR or SSR, members who belong to the Investment Management Division of the other may not participate in the discussion nor participate in the resolution. New b. The same applies to the Compliance Committee and the Board of Directors. SSR Investment SAR Investment Finance Management Division Management Division Management Division 21


Appendix② Goodwill n Goodwill is calculated as the difference between the “market value of net assets of the target and the merger price agreed by both parties. n It is not clear at this point whether the goodwill will be positive or negative as the merger price is determined by the investment unit price of SAR as of the timing the merger becomes effective. How goodwill arise: Merger price (=SAR unit price x number of newly issued units) Market value B/S of SSR Post-merger B/S If SAR unit price drops If SAR unit price rises (as of Aug. 1, 2020) (Forecast) after public announcement after public announcement Post-merger debt Assumed Post-merger Liabilities total assets Post-merger JPY33.8bn Positive goodwill Total assets net assets Negative JPY68.4bn Market value of goodwill net assets Merger price Positive/negative Merger price JPY34.5bn goodwill Accounting treatment by surviving corporation when goodwill arises Impact of change in SAR unit price Positive goodwill Negative goodwill n The portion that was not distributed in SAR unit price Number of newly n Recorded as intangible the first fiscal period after the merger Merger price (as of merger B/S issued units is recorded as reserve for temporary assets effective date) difference adjustment in net assets n Amortized on a straight-line n Recorded as extraordinary gain in the ① If SAR unit price rises after public announcement, the merger price will basis over within 20 years as P/L first fiscal period after the merger operating expenses increase. n At least 1% of the initial reserve n amount of the reserve for temporary Amount equivalent to – “Smaller negative goodwill” or “larger positive goodwill” difference adjustment is drawn down goodwill amortization Impact on continuously and applied to ② If SAR unit price drops after public announcement, the merger price will be distributed as allowance for distributions distributions temporary difference reduced. adjustment n Can be used flexibly as source of distribution added to net income – “Larger negative goodwill” or “smaller positive goodwill” Allowance for temporary difference adjustment (distribution in excess of earnings) is treated as “dividends (subject to withholding) under tax laws and as refund of contribution“ for accounting 22 purposes Appendix② Goodwill n Goodwill is calculated as the difference between the “market value of net assets of the target and the merger price agreed by both parties. n It is not clear at this point whether the goodwill will be positive or negative as the merger price is determined by the investment unit price of SAR as of the timing the merger becomes effective. How goodwill arise: Merger price (=SAR unit price x number of newly issued units) Market value B/S of SSR Post-merger B/S If SAR unit price drops If SAR unit price rises (as of Aug. 1, 2020) (Forecast) after public announcement after public announcement Post-merger debt Assumed Post-merger Liabilities total assets Post-merger JPY33.8bn Positive goodwill Total assets net assets Negative JPY68.4bn Market value of goodwill net assets Merger price Positive/negative Merger price JPY34.5bn goodwill Accounting treatment by surviving corporation when goodwill arises Impact of change in SAR unit price Positive goodwill Negative goodwill n The portion that was not distributed in SAR unit price Number of newly n Recorded as intangible the first fiscal period after the merger Merger price (as of merger B/S issued units is recorded as reserve for temporary assets effective date) difference adjustment in net assets n Amortized on a straight-line n Recorded as extraordinary gain in the ① If SAR unit price rises after public announcement, the merger price will basis over within 20 years as P/L first fiscal period after the merger operating expenses increase. n At least 1% of the initial reserve n amount of the reserve for temporary Amount equivalent to – “Smaller negative goodwill” or “larger positive goodwill” difference adjustment is drawn down goodwill amortization Impact on continuously and applied to ② If SAR unit price drops after public announcement, the merger price will be distributed as allowance for distributions distributions temporary difference reduced. adjustment n Can be used flexibly as source of distribution added to net income – “Larger negative goodwill” or “smaller positive goodwill” Allowance for temporary difference adjustment (distribution in excess of earnings) is treated as “dividends (subject to withholding) under tax laws and as refund of contribution“ for accounting 22 purposes


Appendix③ Post-merger Portfolio List (Note) Acquisitio Appraisal Investmen Appraisal Acquisitio Appraisal Investmen Appraisal Property Name Location n Price Value t Ratio NOI yield Property Name Location n Price Value t Ratio NOI yield (mil yen) (mil yen) (%) (%) (mil yen) (mil yen) (%) (%) Minato-ward, Tokyo 1.8 Minato-ward, Tokyo 1.2 Minami-Azabu Shibuya Building 2,973 3,070 4.7 Urban Park Azabujuban 2,045 2,480 4.4 Osaka city, Osaka Shibuya-ward, Tokyo Honmachibashi Tower 6,065 6,960 3.6 5.1 Urban Park Daikanyama 6,315 8,240 3.8 4.7 Shibuya-ward, Tokyo 1.1 Urban Park Namba Osaka city, Osaka 0.9 Nishi-Shinjuku Matsuya Building 1,763 2,510 6.4 1,490 1,650 5.4 Shibuya-ward, Tokyo Toshima-ward, Tokyo Shibuya MK Building 2,042 3,260 1.2 5.9 Urban Park Gokokuji 1,460 1,530 0.9 4.8 Yokohama city, Kashiwa city, Chiba Urban Park Kashiwa 1,186 1,190 0.7 5.0 Asahi Building 6,320 7,840 3.8 5.0 Kanagawa Urban Park Ryokuchi-koen Suita city, Osaka 0.9 1,550 1,620 5.7 Hakata-eki East Place Fukuoka city, Fukuoka 2,286 2,590 1.4 5.2 Suginami-ward, Tokyo Urban Park Koenji 1,167 1,180 0.7 4.7 Nihonbashi Hamacho Park Chuo-ward, Tokyo 1,450 1,550 0.9 4.7 Yokohama city, Building Urban Park Ichigao 1,810 1,850 1.1 4.7 Kanagawa Amusement Media Gakuin Ichikawa City, Chiba Urban Park Gyotoku 1,430 1,500 0.9 4.7 Shibuya-ward, Tokyo 2,580 2,690 1.5 4.0 Honkan Shiroi city, Chiba 1.5 Shiroi Logiman 2,450 2,450 5.7 Kobe city, Hyogo 4.5 Higashi Kobe Center Building 7,440 7,520 5.8 Osaka city, Osaka Matsuya Residence Sekime 2,120 2,120 1.3 5.2 Amusement Media Gakuin Shibuya-ward, Tokyo 1,020 1,160 0.6 4.0 Osaka city, Osaka Urban Plaza Imazato 985 985 0.6 5.4 Shinkan Shibuya-ward, Tokyo 1.0 Abode Yoyogi Parkside 1,740 1,740 3.8 Sinjuku-ward, Tokyo Seishin Building 10,700 10,700 6.4 3.5 Subtotal 25,748 28,535 15.4 4.9 NK Building Chiyoda-ward, Tokyo 5,350 5,350 3.2 3.8 Iwatsuki Logistics Saitama city, Saitama 6,942 7,310 4.2 4.8 Chiyoda-ward, Tokyo 2.8 Tsukasamachi Building 4,610 4,610 3.8 Yokohama city, Yokohama Logistics 3,560 4,170 2.1 5.7 Shinjuku-ward, Tokyo Takadanobaba Access 4,000 4,000 2.4 4.0 Kanagawa Azabu Amerex Building Mintao-ward, Tokyo 2,770 2,770 1.7 3.8 Funabashi city, Chiba 4.7 Funabashi Logistics 7,875 8,650 5.3 Chiyoda-ward, Tokyo 1.5 Ichikawa city, Chiba Hiei Kudan Building 2,430 2,430 3.9 Baraki Logistics 4,700 4,850 2.8 4.3 Yokohama-city, Tokorozawa city, 1.4 Shin Yokohama Nara Building 2,300 2,300 4.8 Tokorozawa Logistics 1,300 1,350 0.8 5.7 Kanagawa Saitama Chiyoda-ward, Tokyo The Portal Akihabara 1,510 1,510 0.9 4.0 Funabashi Nishiura Logistics I Funabashi city, Chiba 3,000 3,020 1.8 5.1 Subtotal 67,609 72,820 40.5 4.5 Funabashi city, Chiba 0.5 Funabashi Nishiura Logistics II 821 850 7.0 Kita-Katsushika-gun, Kishiwada city, Osaka 3.4 La Park Kishiwada 5,600 5,600 7.1 Matsubushi Logistics 2,755 2,860 1.7 5.5 Saitama Chikushino city, Suroy Mall Chikushino 6,920 6,920 4.1 5.7 Funabashi city, Chiba Funabashi Hi-Tech Park I 1,710 1,710 1.0 6.5 Fukuoka Seiyu Minakuchi Koka city, Shiga 3,310 3,310 2.0 7.4 Funabashi Hi-Tech Park II Funabashi city, Chiba 701 701 0.4 6.8 Kumamoto city, 20.0 Subtotal 33,364 35,471 5.2 2.3 Suroy Mall Nagamine 3,800 3,800 5.7 Kumamoto Osaka city, Osaka R&B Hotel Umeda East 2,069 2,320 1.2 5.5 11.8 Subtotal 19,630 19,630 6.4 Smile Hotel Namba Osaka city, Osaka 1,750 1,490 1.0 4.3 Edogawa-ward, Tokyo 2.3 Best Western Tokyo Nishi-Kasai 3,827 3,750 4.4 Appraisal NOI Acquisition Price Appraisal Value Yokohama city, yield Best Western Yokohama 3,248 3,250 1.9 4.6 (mil yen) (mil yen) Kanagawa (%) Total Hotel WBF Fukuoka Tenjin Fukuoka city, Fukuoka 1,970 2,000 1.2 4.6 Minami 166,895 176,966 4.9 Chiyoda-ward, Tokyo GLANSIT Akihabara 2,500 2,520 1.5 3.9 Best Western Tokyo Nishikasai Edogawa-ward, Tokyo 1.9 3,180 3,210 4.0 Grande (Note) : Figures are after the asset replacement. The appraisal values of SAR properties as of the date of this document are the appraisal values as of the end of January 2020 (as for Urban Park Ichigao and Urban Park Gyotoku Osaka city, Osaka Hotel WBF Art Stay Namba 2,000 1,970 1.2 4.3 as of December 1 2019), and the acquisition price and appraisal value of SSR properties as of the date of this Subtotal 20,544 20,510 12.3 4.4 23 document are the estimated acceptance price (Same for the following pages). Retail Office Hotel Logistics Residence Appendix③ Post-merger Portfolio List (Note) Acquisitio Appraisal Investmen Appraisal Acquisitio Appraisal Investmen Appraisal Property Name Location n Price Value t Ratio NOI yield Property Name Location n Price Value t Ratio NOI yield (mil yen) (mil yen) (%) (%) (mil yen) (mil yen) (%) (%) Minato-ward, Tokyo 1.8 Minato-ward, Tokyo 1.2 Minami-Azabu Shibuya Building 2,973 3,070 4.7 Urban Park Azabujuban 2,045 2,480 4.4 Osaka city, Osaka Shibuya-ward, Tokyo Honmachibashi Tower 6,065 6,960 3.6 5.1 Urban Park Daikanyama 6,315 8,240 3.8 4.7 Shibuya-ward, Tokyo 1.1 Urban Park Namba Osaka city, Osaka 0.9 Nishi-Shinjuku Matsuya Building 1,763 2,510 6.4 1,490 1,650 5.4 Shibuya-ward, Tokyo Toshima-ward, Tokyo Shibuya MK Building 2,042 3,260 1.2 5.9 Urban Park Gokokuji 1,460 1,530 0.9 4.8 Yokohama city, Kashiwa city, Chiba Urban Park Kashiwa 1,186 1,190 0.7 5.0 Asahi Building 6,320 7,840 3.8 5.0 Kanagawa Urban Park Ryokuchi-koen Suita city, Osaka 0.9 1,550 1,620 5.7 Hakata-eki East Place Fukuoka city, Fukuoka 2,286 2,590 1.4 5.2 Suginami-ward, Tokyo Urban Park Koenji 1,167 1,180 0.7 4.7 Nihonbashi Hamacho Park Chuo-ward, Tokyo 1,450 1,550 0.9 4.7 Yokohama city, Building Urban Park Ichigao 1,810 1,850 1.1 4.7 Kanagawa Amusement Media Gakuin Ichikawa City, Chiba Urban Park Gyotoku 1,430 1,500 0.9 4.7 Shibuya-ward, Tokyo 2,580 2,690 1.5 4.0 Honkan Shiroi city, Chiba 1.5 Shiroi Logiman 2,450 2,450 5.7 Kobe city, Hyogo 4.5 Higashi Kobe Center Building 7,440 7,520 5.8 Osaka city, Osaka Matsuya Residence Sekime 2,120 2,120 1.3 5.2 Amusement Media Gakuin Shibuya-ward, Tokyo 1,020 1,160 0.6 4.0 Osaka city, Osaka Urban Plaza Imazato 985 985 0.6 5.4 Shinkan Shibuya-ward, Tokyo 1.0 Abode Yoyogi Parkside 1,740 1,740 3.8 Sinjuku-ward, Tokyo Seishin Building 10,700 10,700 6.4 3.5 Subtotal 25,748 28,535 15.4 4.9 NK Building Chiyoda-ward, Tokyo 5,350 5,350 3.2 3.8 Iwatsuki Logistics Saitama city, Saitama 6,942 7,310 4.2 4.8 Chiyoda-ward, Tokyo 2.8 Tsukasamachi Building 4,610 4,610 3.8 Yokohama city, Yokohama Logistics 3,560 4,170 2.1 5.7 Shinjuku-ward, Tokyo Takadanobaba Access 4,000 4,000 2.4 4.0 Kanagawa Azabu Amerex Building Mintao-ward, Tokyo 2,770 2,770 1.7 3.8 Funabashi city, Chiba 4.7 Funabashi Logistics 7,875 8,650 5.3 Chiyoda-ward, Tokyo 1.5 Ichikawa city, Chiba Hiei Kudan Building 2,430 2,430 3.9 Baraki Logistics 4,700 4,850 2.8 4.3 Yokohama-city, Tokorozawa city, 1.4 Shin Yokohama Nara Building 2,300 2,300 4.8 Tokorozawa Logistics 1,300 1,350 0.8 5.7 Kanagawa Saitama Chiyoda-ward, Tokyo The Portal Akihabara 1,510 1,510 0.9 4.0 Funabashi Nishiura Logistics I Funabashi city, Chiba 3,000 3,020 1.8 5.1 Subtotal 67,609 72,820 40.5 4.5 Funabashi city, Chiba 0.5 Funabashi Nishiura Logistics II 821 850 7.0 Kita-Katsushika-gun, Kishiwada city, Osaka 3.4 La Park Kishiwada 5,600 5,600 7.1 Matsubushi Logistics 2,755 2,860 1.7 5.5 Saitama Chikushino city, Suroy Mall Chikushino 6,920 6,920 4.1 5.7 Funabashi city, Chiba Funabashi Hi-Tech Park I 1,710 1,710 1.0 6.5 Fukuoka Seiyu Minakuchi Koka city, Shiga 3,310 3,310 2.0 7.4 Funabashi Hi-Tech Park II Funabashi city, Chiba 701 701 0.4 6.8 Kumamoto city, 20.0 Subtotal 33,364 35,471 5.2 2.3 Suroy Mall Nagamine 3,800 3,800 5.7 Kumamoto Osaka city, Osaka R&B Hotel Umeda East 2,069 2,320 1.2 5.5 11.8 Subtotal 19,630 19,630 6.4 Smile Hotel Namba Osaka city, Osaka 1,750 1,490 1.0 4.3 Edogawa-ward, Tokyo 2.3 Best Western Tokyo Nishi-Kasai 3,827 3,750 4.4 Appraisal NOI Acquisition Price Appraisal Value Yokohama city, yield Best Western Yokohama 3,248 3,250 1.9 4.6 (mil yen) (mil yen) Kanagawa (%) Total Hotel WBF Fukuoka Tenjin Fukuoka city, Fukuoka 1,970 2,000 1.2 4.6 Minami 166,895 176,966 4.9 Chiyoda-ward, Tokyo GLANSIT Akihabara 2,500 2,520 1.5 3.9 Best Western Tokyo Nishikasai Edogawa-ward, Tokyo 1.9 3,180 3,210 4.0 Grande (Note) : Figures are after the asset replacement. The appraisal values of SAR properties as of the date of this document are the appraisal values as of the end of January 2020 (as for Urban Park Ichigao and Urban Park Gyotoku Osaka city, Osaka Hotel WBF Art Stay Namba 2,000 1,970 1.2 4.3 as of December 1 2019), and the acquisition price and appraisal value of SSR properties as of the date of this Subtotal 20,544 20,510 12.3 4.4 23 document are the estimated acceptance price (Same for the following pages). Retail Office Hotel Logistics Residence


Appendix④ Portfolio List Asset type Office Office Office Office Office Office Minami-Azabu Shibuya Nishi-Shinjuku Matsuya Hakata-eki Property name Honmachibashi Tower Shibuya MK Building Asahi Building Building Building East Place Acquisition price 2,973 million yen 6,065 million yen 1,763 million yen 2,042 million yen 6,320 million yen 2,286 million yen Appraisal value 3,070 million yen 6,960 million yen 2,510 million yen 3,260 million yen 7,840 million yen 2,590 million yen Structure/Floors SRC B1/7F S/SRC B1/21F SRC B1/9F S 6F S/SRC B2/12F SRC 9F Location Minato Ward, Tokyo Osaka City, Osaka Shibuya Ward, Tokyo Shibuya Ward, Tokyo Yokohama City, Kanagawa Fukuoka City, Fukuoka 620.42 m² 766.11 m² 589.94 m² 2 2 Lot area 1,274.37 m² 1,096.86 m 1,129.86 m (of which 2.62 m² (Leasehold) (surface right) leasehold) 2 2 Total floor areas 4,137.21 m² 15,407.83 m² 5,117.80 m² 1,982.86 m² 12,353.83 m 6,243.13 m Construction completion June 15, 1993 February 8, 2010 May 28, 1987 July 31, 1993 November 25, 1994 February 24, 1986 l Located in Minami-Azabu, a well-l Located in the Yodoyabashi / l Located in the Nishi-Shinjuku l Located in the Shibuya area, one l Located in the Yokohama Station l Located in the Hakata Station known, high-class residential area Hommachi area, one of Osaka’s area, which has a high of Japan’s leading commercial West Exit area where there is a East area, which has a higher that is also home to embassies of leading office districts. concentration of office buildings. districts, the property has a strong high concentration of commercial concentration of offices after the various countries. appeal for fashion and IT-related and office buildings. completion of redevelopment l Situated near facilities such as the l In addition to access by train, the companies. projects in front of the station. l In addition to access by train, the Osaka Chamber of Commerce area is well served by bus routes l The floors can be subdivided into area is well served by bus routes and Industry, MyDome Osaka, and provides convenient access l Following the completion of the smaller spaces, enabling the l Even more vitalization is expected and provides convenient access and City Plaza Osaka, the area to various locations within central Shibuya Station area building to flexibly accommodate for the Fukuoka (Hakata) area to various locations within central has a high concentration of office Tokyo. redevelopment project, further demand from branch offices of with the start of “Tenjin Big Bang Tokyo. buildings. development is expected going companies in various fields. Project” and the extension of l The property is expected to attract Property Features forward. some Fukuoka City Subway lines. l The area is highly appealing to l The residences on the upper floors of strong demand from affiliated l With the completion of the companies in fashion, mass the building offer excellent views companies of tenants of large- Yokohama Station area media, and IT-related fields. overlooking landmarks such as Osaka scale buildings located in Shinjuku redevelopment project and the Castle. sub-center or its surrounding area. Excite Yokohama 22 project, further development is expected going forward. 24 Appendix④ Portfolio List Asset type Office Office Office Office Office Office Minami-Azabu Shibuya Nishi-Shinjuku Matsuya Hakata-eki Property name Honmachibashi Tower Shibuya MK Building Asahi Building Building Building East Place Acquisition price 2,973 million yen 6,065 million yen 1,763 million yen 2,042 million yen 6,320 million yen 2,286 million yen Appraisal value 3,070 million yen 6,960 million yen 2,510 million yen 3,260 million yen 7,840 million yen 2,590 million yen Structure/Floors SRC B1/7F S/SRC B1/21F SRC B1/9F S 6F S/SRC B2/12F SRC 9F Location Minato Ward, Tokyo Osaka City, Osaka Shibuya Ward, Tokyo Shibuya Ward, Tokyo Yokohama City, Kanagawa Fukuoka City, Fukuoka 620.42 m² 766.11 m² 589.94 m² 2 2 Lot area 1,274.37 m² 1,096.86 m 1,129.86 m (of which 2.62 m² (Leasehold) (surface right) leasehold) 2 2 Total floor areas 4,137.21 m² 15,407.83 m² 5,117.80 m² 1,982.86 m² 12,353.83 m 6,243.13 m Construction completion June 15, 1993 February 8, 2010 May 28, 1987 July 31, 1993 November 25, 1994 February 24, 1986 l Located in Minami-Azabu, a well-l Located in the Yodoyabashi / l Located in the Nishi-Shinjuku l Located in the Shibuya area, one l Located in the Yokohama Station l Located in the Hakata Station known, high-class residential area Hommachi area, one of Osaka’s area, which has a high of Japan’s leading commercial West Exit area where there is a East area, which has a higher that is also home to embassies of leading office districts. concentration of office buildings. districts, the property has a strong high concentration of commercial concentration of offices after the various countries. appeal for fashion and IT-related and office buildings. completion of redevelopment l Situated near facilities such as the l In addition to access by train, the companies. projects in front of the station. l In addition to access by train, the Osaka Chamber of Commerce area is well served by bus routes l The floors can be subdivided into area is well served by bus routes and Industry, MyDome Osaka, and provides convenient access l Following the completion of the smaller spaces, enabling the l Even more vitalization is expected and provides convenient access and City Plaza Osaka, the area to various locations within central Shibuya Station area building to flexibly accommodate for the Fukuoka (Hakata) area to various locations within central has a high concentration of office Tokyo. redevelopment project, further demand from branch offices of with the start of “Tenjin Big Bang Tokyo. buildings. development is expected going companies in various fields. Project” and the extension of l The property is expected to attract Property Features forward. some Fukuoka City Subway lines. l The area is highly appealing to l The residences on the upper floors of strong demand from affiliated l With the completion of the companies in fashion, mass the building offer excellent views companies of tenants of large- Yokohama Station area media, and IT-related fields. overlooking landmarks such as Osaka scale buildings located in Shinjuku redevelopment project and the Castle. sub-center or its surrounding area. Excite Yokohama 22 project, further development is expected going forward. 24


Appendix④ Portfolio List Office Asset type Office Office Office Office Office Nihonbashi Hamacho Park Amusement Media Gakuin Higashi Kobe Center Amusement Media Gakuin Property name Seishin BLDG. NK BLDG. Building Honkan Building Shinkan Acquisition price 1,450 million yen 2,580 million yen 7,440 million yen 1,020 million yen 10,700 million yen 5,350 million yen Appraisal value 1,550 million yen 2,690 million yen 7,520 million yen 1,160 million yen 10,700 million yen 5,350 million yen Structure/Floors SRC 11F SRC S 8F/B1F SRC 14F RC 7F SRC 10F/1B SRC 10F/1B Location Chuo Ward, Tokyo Shibuya Ward, Tokyo Kobe City, Hyogo Shibuya Ward, Tokyo Shinjuku Ward, Tokyo Chiyoda Ward, Tokyo 319.04 m² Lot area 433.21 m² 8,488.11 m² 203.43 m² 886.93㎡ 590.72㎡ (Multiplied by the share ratio of holding the property) 2383.76 m² Total floor areas 1,892.18 m² 25,740.46 m² 913.71 m² 7,624.66㎡ 4,994.70㎡ (Multiplied by the share ratio of holding the property) Construction completion July 13, 1992 November 2, 1994 January 6, 1992 January 25, 1999 March 31, 1989 October 28, 1991 l Located in Nihonbashi Hamacho l Stable revenue is expected since l Provides convenient access to l Stable revenue is expected since l Located 2 minutes walk from l Situated about a 1 minute walk area, allowing easy access to a vocational school has rented the office and commercial areas since it has the same tenant as that of Shinjuku-3-chome Station on from Iwamotocho Station on the entire building for many years the building is centrally located major business areas in Central Amusement Media Gakuin the Tokyo Metro Marunochi Line, Toei Shinjuku Line in close since the completion. between Osaka and Kobe, with an Tokyo and use of various railways. Honkan. Fukutoshin Line and Toei proximity to the nearest train l The building is appealing to 11-minute ride to Sannomiya Shinjuku Line, this property has station and with several travel l A number of major companies l The building is appealing to companies as the property is Station and 17-minute ride to easy access to the center of lines at its disposal running have their head offices in this companies as the property is located in an office area with Osaka Station from Settsu Tokyo and transportation facilities through Kanda Station, area, as it is a very attractive area located in an office area with many foreign-affiliated companies Motoyama, the closest station to and links. “Akihabara” Station and Awaji- for companies in various fields many foreign-affiliated companies, and IT-related firms as well as the property. cho” Station all located within and of various sizes. IT-related firms as well as l Being situated along a main road, companies in the creative sector l There is parking space for 180 Property Features walking distance, this property companies in the creative sector it benefits from excellent visibility. l Further development of the area is such as advertising and content cars on the premises and for 112 offers excellent access to such as advertising and content The area surrounding the property expected considering that it not creation firms. cars off the premises, which is transportation services and links. creation firms. is a commercial area with mid-to- only has characteristics of an l Further development of the area is very appealing to a wide range of high rise store and office l Also, being located along office area, but also has l Further development of the area is expected considering that it is not retail tenants, particularly stores buildings, etc. extending along Yasukuni-Dori , it benefits from characteristics of residential and expected considering that it is not only an office area, but also has seeking to attract customers. Shinjuku-Dori. excellent visibility. tourism areas. only an office area, but also has elements of residential and elements of residential and l The property has a standard floor l The property has a standard floor tourism areas. tourism areas. rental space area of area of approximately110 tsubo. approximately 180 tsubo which is 25 partitionable. Appendix④ Portfolio List Office Asset type Office Office Office Office Office Nihonbashi Hamacho Park Amusement Media Gakuin Higashi Kobe Center Amusement Media Gakuin Property name Seishin BLDG. NK BLDG. Building Honkan Building Shinkan Acquisition price 1,450 million yen 2,580 million yen 7,440 million yen 1,020 million yen 10,700 million yen 5,350 million yen Appraisal value 1,550 million yen 2,690 million yen 7,520 million yen 1,160 million yen 10,700 million yen 5,350 million yen Structure/Floors SRC 11F SRC S 8F/B1F SRC 14F RC 7F SRC 10F/1B SRC 10F/1B Location Chuo Ward, Tokyo Shibuya Ward, Tokyo Kobe City, Hyogo Shibuya Ward, Tokyo Shinjuku Ward, Tokyo Chiyoda Ward, Tokyo 319.04 m² Lot area 433.21 m² 8,488.11 m² 203.43 m² 886.93㎡ 590.72㎡ (Multiplied by the share ratio of holding the property) 2383.76 m² Total floor areas 1,892.18 m² 25,740.46 m² 913.71 m² 7,624.66㎡ 4,994.70㎡ (Multiplied by the share ratio of holding the property) Construction completion July 13, 1992 November 2, 1994 January 6, 1992 January 25, 1999 March 31, 1989 October 28, 1991 l Located in Nihonbashi Hamacho l Stable revenue is expected since l Provides convenient access to l Stable revenue is expected since l Located 2 minutes walk from l Situated about a 1 minute walk area, allowing easy access to a vocational school has rented the office and commercial areas since it has the same tenant as that of Shinjuku-3-chome Station on from Iwamotocho Station on the entire building for many years the building is centrally located major business areas in Central Amusement Media Gakuin the Tokyo Metro Marunochi Line, Toei Shinjuku Line in close since the completion. between Osaka and Kobe, with an Tokyo and use of various railways. Honkan. Fukutoshin Line and Toei proximity to the nearest train l The building is appealing to 11-minute ride to Sannomiya Shinjuku Line, this property has station and with several travel l A number of major companies l The building is appealing to companies as the property is Station and 17-minute ride to easy access to the center of lines at its disposal running have their head offices in this companies as the property is located in an office area with Osaka Station from Settsu Tokyo and transportation facilities through Kanda Station, area, as it is a very attractive area located in an office area with many foreign-affiliated companies Motoyama, the closest station to and links. “Akihabara” Station and Awaji- for companies in various fields many foreign-affiliated companies, and IT-related firms as well as the property. cho” Station all located within and of various sizes. IT-related firms as well as l Being situated along a main road, companies in the creative sector l There is parking space for 180 Property Features walking distance, this property companies in the creative sector it benefits from excellent visibility. l Further development of the area is such as advertising and content cars on the premises and for 112 offers excellent access to such as advertising and content The area surrounding the property expected considering that it not creation firms. cars off the premises, which is transportation services and links. creation firms. is a commercial area with mid-to- only has characteristics of an l Further development of the area is very appealing to a wide range of high rise store and office l Also, being located along office area, but also has l Further development of the area is expected considering that it is not retail tenants, particularly stores buildings, etc. extending along Yasukuni-Dori , it benefits from characteristics of residential and expected considering that it is not only an office area, but also has seeking to attract customers. Shinjuku-Dori. excellent visibility. tourism areas. only an office area, but also has elements of residential and elements of residential and l The property has a standard floor l The property has a standard floor tourism areas. tourism areas. rental space area of area of approximately110 tsubo. approximately 180 tsubo which is 25 partitionable.


Appendix④ Portfolio List Asset type Office Office Office Office Office Office Shin-Yokohama Nara Property name Tsukasamachi BLDG. Takadanobaba Access Azabu Amerex BLDG. Hiei-Kudan BLDG. The Portal Akihabara BLDG. Acquisition price 4,610 million yen 4,000 million yen 2,770 million yen 2,430 million yen 2,300 million yen 1,510 million yen Appraisal value 4,610 million yen 4,000 million yen 2,770 million yen 2,430 million yen 2,300 million yen 1,510 million yen Structure/Floors SRC 8F/1B SRC 14F/1B SRC 8F/1B SRC S 11F/1B S RC 1F/1B SRC S 8F Location Chiyoda Ward, Tokyo Shinjuku Ward, Tokyo Minato Ward, Tokyo Chiyoda Ward, Tokyo Yokohama City, Kanagawa Chiyoda Ward, Tokyo 478.27㎡ Lot area 709.52㎡ 930.70㎡ 601.71㎡ 700.59㎡ 184.76㎡ (Multiplied by the share ratio of holding the property) 3,205.95 ㎡ Total floor areas 4,629.27㎡ 5,757.14㎡ 2,909.80㎡ 5,356.99㎡ 1,010.67㎡ (Multiplied by the share ratio of holding the property) Construction completion January 20, 1988 January 14, 1994 June 30, 1988 September 17, 1991 March 17, 1992 May 31, 2002 l Located approximately 3 minutes l With Nishiwaseda Station on l Kamiya-Cho Roppongi 1-chome l It is located within walking l Located in the Shin-Yokohama l The property is within walking walk from Awajicho Station and in the Tokyo Metro Fukutoshin Line Azabu Juban It is located in a distance Ichigaya Station“, which business district, a concentration distance of Bakurocho Station, easy distance from the nearest on its doorstep and commercial district within a 10 can be used from 4 different train of offices, it is within walking Asakusabashi Station, and train station and with several other Takadanobaba , this property minute walk and has convenient lines, and has convenient access. distance of Shin-Yokohama Akihabara Station. lines at its disposal including offers excellent access to access. Station and has convenient l It is located right in front of l Renovation works were completed Ogawa-machi Station and Ikebukuro, Shinjuku-sanchome, transportation. l It faces Gaien Higashi Dori and has Yasukuni Shrine and has good on all floors of the property in Kanda Station, this property Shibuya, Otemachi and other good visibility. visibility as it faces Yasukuni l located in a commercial area 2019. offers excellent access to main major areas in the heart of Tokyo Street. located in an area of an crowded with mid-to-high-rise l “First urban redevelopment project l Each floor is 30 ~ 40 tsubo and is areas in Tokyo City. city via any of these stations. office building where other office buildings and shops and in Toranomon and Azabudai areas a small office building suitable for l The area surrounding the property l The area surrounding the schools and stores are located hotels is scheduled to be held in the start-up companies. Property Features is a commercial area with mid-to- property is a mix of commercial neighborhood, which is expected to l Each floor has an area of 90 l The area of each floor is high-rise office buildings and office and residential area with mid-to- improve convenience. tsubo, making it competitive in approximately 120 tsubo, which buildings with stores, etc. high-rise condominiums and l Each floor area is approximately 70 terms of leasing. makes it competitive in terms of extending behind the main road. office buildings as well as low- leasing. ~ 90 tsubo, making it competitive in rise stores. l This property’s specs offer a rental leasing. space floor area per standard floor l Each floor has an area of of approximately 140 tsubo. approximately 60 ~ 140 tsubo and is competitive as a rental 26 property Appendix④ Portfolio List Asset type Office Office Office Office Office Office Shin-Yokohama Nara Property name Tsukasamachi BLDG. Takadanobaba Access Azabu Amerex BLDG. Hiei-Kudan BLDG. The Portal Akihabara BLDG. Acquisition price 4,610 million yen 4,000 million yen 2,770 million yen 2,430 million yen 2,300 million yen 1,510 million yen Appraisal value 4,610 million yen 4,000 million yen 2,770 million yen 2,430 million yen 2,300 million yen 1,510 million yen Structure/Floors SRC 8F/1B SRC 14F/1B SRC 8F/1B SRC S 11F/1B S RC 1F/1B SRC S 8F Location Chiyoda Ward, Tokyo Shinjuku Ward, Tokyo Minato Ward, Tokyo Chiyoda Ward, Tokyo Yokohama City, Kanagawa Chiyoda Ward, Tokyo 478.27㎡ Lot area 709.52㎡ 930.70㎡ 601.71㎡ 700.59㎡ 184.76㎡ (Multiplied by the share ratio of holding the property) 3,205.95 ㎡ Total floor areas 4,629.27㎡ 5,757.14㎡ 2,909.80㎡ 5,356.99㎡ 1,010.67㎡ (Multiplied by the share ratio of holding the property) Construction completion January 20, 1988 January 14, 1994 June 30, 1988 September 17, 1991 March 17, 1992 May 31, 2002 l Located approximately 3 minutes l With Nishiwaseda Station on l Kamiya-Cho Roppongi 1-chome l It is located within walking l Located in the Shin-Yokohama l The property is within walking walk from Awajicho Station and in the Tokyo Metro Fukutoshin Line Azabu Juban It is located in a distance Ichigaya Station“, which business district, a concentration distance of Bakurocho Station, easy distance from the nearest on its doorstep and commercial district within a 10 can be used from 4 different train of offices, it is within walking Asakusabashi Station, and train station and with several other Takadanobaba , this property minute walk and has convenient lines, and has convenient access. distance of Shin-Yokohama Akihabara Station. lines at its disposal including offers excellent access to access. Station and has convenient l It is located right in front of l Renovation works were completed Ogawa-machi Station and Ikebukuro, Shinjuku-sanchome, transportation. l It faces Gaien Higashi Dori and has Yasukuni Shrine and has good on all floors of the property in Kanda Station, this property Shibuya, Otemachi and other good visibility. visibility as it faces Yasukuni l located in a commercial area 2019. offers excellent access to main major areas in the heart of Tokyo Street. located in an area of an crowded with mid-to-high-rise l “First urban redevelopment project l Each floor is 30 ~ 40 tsubo and is areas in Tokyo City. city via any of these stations. office building where other office buildings and shops and in Toranomon and Azabudai areas a small office building suitable for l The area surrounding the property l The area surrounding the schools and stores are located hotels is scheduled to be held in the start-up companies. Property Features is a commercial area with mid-to- property is a mix of commercial neighborhood, which is expected to l Each floor has an area of 90 l The area of each floor is high-rise office buildings and office and residential area with mid-to- improve convenience. tsubo, making it competitive in approximately 120 tsubo, which buildings with stores, etc. high-rise condominiums and l Each floor area is approximately 70 terms of leasing. makes it competitive in terms of extending behind the main road. office buildings as well as low- leasing. ~ 90 tsubo, making it competitive in rise stores. l This property’s specs offer a rental leasing. space floor area per standard floor l Each floor has an area of of approximately 140 tsubo. approximately 60 ~ 140 tsubo and is competitive as a rental 26 property


Appendix④ Portfolio List Asset type Retail Retail Retail Retail Residence Residence Property name La Park Kishiwada Suroy Mall Chikushino Seiyu Minakuchi Suroy Mall Nagamine Urban Park Azabujuban Urban Park Daikanyama Acquisition price 5,600 million yen 6,920 million yen 3,310 million yen 3,800 million yen 2,045 million yen 6,315 million yen Appraisal value 5,600 million yen 6,920 million yen 3,310 million yen 3,800 million yen 2,480 million yen 8,240 million yen SRC with slate roofing 1: RC, B1/3F Structure/Floors RC S 3F S 2F S 4F S 1F 2F B1/12F 2: RC, B1/9F Location Kishiwada City, Osaka Chikushino City, Fukuoka Koka City, Shiga Kumamoto City, Kumamoto Minato Ward, Tokyo Shibuya Ward, Tokyo 96,101.96㎡(There is also 19,917.56 ㎡ 2 2 Lot area 39,799.74㎡ 25,321.5㎡ of land leased for use in 28,546.00㎡ 417.67 m 2,469.06 m (Land in 16,444.53㎡ is leased) the parking lot) 2 2 Total floor areas 65,663.02㎡ 31,086.23㎡ 31,829.71㎡ 13,130.23㎡ 2,564.94 m 8,261.29 m 1: November 15, 1982 Construction completion August 30, 1994 June 22, 2007 May 31, 1999 August 23, 2007 November 29, 1999 2: May 30, 2006 l Located approximately 3 minutes l It is located in a bed town l It is within walking distance of the l It is located in an area where l Located in Azabu-Juban, an area l Located in the Daikanyama area, walk from Haruki Station on the Tsukushi-no-ichi with good nearest station, and is located in a shops, condominiums, factories with an elegant image that also which produces the latest trends. Nankai Electric Railway Main Line access to the center of Fukuoka, commercial area along the main and medical facilities coexist in boasts popular appeal. l In addition to a stately tiled and situated in good proximity and there are many mid- to high- road where large commercial Kumamoto City. It faces a city l In addition to a stately tiled facade, the property is fully from the nearest train station. rise and low-rise houses behind. facilities and public facilities line road with a lot of traffic and there facade, the property is fully equipped with premium the street. is a parking lot so it can expect l The property includes l The property accommodates a equipped with premium household household facilities. visitors from the surrounding area. approximately 80 tenants ranging wide range of tenants and is able l Neighborhood type commercial facilities. l Adjacent to the Shibuya and from various speciality stores to to meet the diverse needs of facility consisting mainly of l Neighborhood commercial l Adjacent to the Roppongi area, a Ebisu areas, which are leading Property Features outlets of household goods and customers. tenants for daily necessities such complex consisting of food leading shopping spot in central shopping spots in central Tokyo. necessities, entertainment as food supermarkets, clothing stores, l With each building Tokyo. facilities including numerous sports clubs, and medical advantageously positioned on the l It has a high level of entertainment restaurants and a ten-pin bowling facilities. premises, it benefits from and easy access to transportation, alley as well as a sports club excellent visibility from the Japan so it is possible to attract resulting in a tenant mix which can National Route 3 which it faces. customers from the surrounding secure demand over a wide age area. range. 27 Appendix④ Portfolio List Asset type Retail Retail Retail Retail Residence Residence Property name La Park Kishiwada Suroy Mall Chikushino Seiyu Minakuchi Suroy Mall Nagamine Urban Park Azabujuban Urban Park Daikanyama Acquisition price 5,600 million yen 6,920 million yen 3,310 million yen 3,800 million yen 2,045 million yen 6,315 million yen Appraisal value 5,600 million yen 6,920 million yen 3,310 million yen 3,800 million yen 2,480 million yen 8,240 million yen SRC with slate roofing 1: RC, B1/3F Structure/Floors RC S 3F S 2F S 4F S 1F 2F B1/12F 2: RC, B1/9F Location Kishiwada City, Osaka Chikushino City, Fukuoka Koka City, Shiga Kumamoto City, Kumamoto Minato Ward, Tokyo Shibuya Ward, Tokyo 96,101.96㎡(There is also 19,917.56 ㎡ 2 2 Lot area 39,799.74㎡ 25,321.5㎡ of land leased for use in 28,546.00㎡ 417.67 m 2,469.06 m (Land in 16,444.53㎡ is leased) the parking lot) 2 2 Total floor areas 65,663.02㎡ 31,086.23㎡ 31,829.71㎡ 13,130.23㎡ 2,564.94 m 8,261.29 m 1: November 15, 1982 Construction completion August 30, 1994 June 22, 2007 May 31, 1999 August 23, 2007 November 29, 1999 2: May 30, 2006 l Located approximately 3 minutes l It is located in a bed town l It is within walking distance of the l It is located in an area where l Located in Azabu-Juban, an area l Located in the Daikanyama area, walk from Haruki Station on the Tsukushi-no-ichi with good nearest station, and is located in a shops, condominiums, factories with an elegant image that also which produces the latest trends. Nankai Electric Railway Main Line access to the center of Fukuoka, commercial area along the main and medical facilities coexist in boasts popular appeal. l In addition to a stately tiled and situated in good proximity and there are many mid- to high- road where large commercial Kumamoto City. It faces a city l In addition to a stately tiled facade, the property is fully from the nearest train station. rise and low-rise houses behind. facilities and public facilities line road with a lot of traffic and there facade, the property is fully equipped with premium the street. is a parking lot so it can expect l The property includes l The property accommodates a equipped with premium household household facilities. visitors from the surrounding area. approximately 80 tenants ranging wide range of tenants and is able l Neighborhood type commercial facilities. l Adjacent to the Shibuya and from various speciality stores to to meet the diverse needs of facility consisting mainly of l Neighborhood commercial l Adjacent to the Roppongi area, a Ebisu areas, which are leading Property Features outlets of household goods and customers. tenants for daily necessities such complex consisting of food leading shopping spot in central shopping spots in central Tokyo. necessities, entertainment as food supermarkets, clothing stores, l With each building Tokyo. facilities including numerous sports clubs, and medical advantageously positioned on the l It has a high level of entertainment restaurants and a ten-pin bowling facilities. premises, it benefits from and easy access to transportation, alley as well as a sports club excellent visibility from the Japan so it is possible to attract resulting in a tenant mix which can National Route 3 which it faces. customers from the surrounding secure demand over a wide age area. range. 27


Appendix④ Portfolio List Asset type Residence Residence Residence Residence Residence Residence Property name Urban Park Namba Urban Park Gokokuji Urban Park Kashiwa Urban Park Ryokuchi-koen Urban Park Koenji Urban Park Ichigao Acquisition price 1,490 million yen 1,460 million yen 1,186 million yen 1,550 million yen 1,167 million yen 1,810 million yen Appraisal value 1,650 million yen 1,530 million yen 1,190 million yen 1,620 million yen 1,180 million yen 1,850 million yen Structure/Floors RC 14F RC B1F/5F SRC B1F/8F RC 8F RC 4F RC SF/1B Location Osaka City, Osaka Toshima Ward, Tokyo Kashiwa City, Chiba Suita City, Osaka Suginami Ward, Tokyo Yokohama City, Kanagawa 2 942.66 m 2 2 2 2 2 Lot area 670.39 m (Of which, 50.85 m is contributed to 1,597.85 m 2,804.56 m 988.26 m 1,758.84㎡ Toshima Ward as road) 2 2 2 2 2 Total floor areas 2,776.87 m 2,451.72 m 4,243.71 m 5,854.64 m 1,524.34 m 5,243.85㎡ Construction completion January 9, 2013 February 28, 1990 August 28, 1997 March 10,1989 October 13, 1987 July 10, 1998 l Located near Namba, one of l Located in an area with strong l Located in the Kashiwa area, a l Located in the Ryokuchi-koen l Located in the Koenji area, which l There are many quiet residential Osaka’s leading commercial demand from various tenant leading bed town in Chiba, with area, with good traffic allows for easy access to major areas around the station, Ichigao , areas. groups for single-type residences, an excellent access to Central accessibility, providing a lush areas in the Tokyo metropolitan and demand from families has due to the location characteristics Tokyo. greenery living environment such area. been firm due to the convenience l In addition to an elegant facade, of having concentration of as “Hattori Ryokuchi-koen”. the building is fully equipped with l Further medium- to long-term l With many shopping areas, of transportation to central Tokyo universities and junior colleges as and central Yokohama. premium household facilities. growth is expected in the area, l Popular residential area primarily discount supermarkets, well as Toshima ward having a l Consists of 62 units, ranging from with completion of various for families since it is located in restaurants and pubs, having a l The influx of population into relatively high ratio of single 2LDK to 3LDK (area: 62.36㎡~ redevelopment plans in front of the Hokusetsu area, which has a high appeal to young single- central Osaka due to the impact of Property Features households. 79.76㎡), targeted at families Kashiwa Station. high level of education. person households of business strong in-bound demand has had person and students. a stabilizing effect on occupancy l Appealing primarily for families rates. since some of the units have been l Very popular residential area with renovated and since it is equipped its own unique culture, which can with substantial grade household be seen in its cafes, vintage equipment. clothing shops, and clubs with live music, among other locations. 28 Appendix④ Portfolio List Asset type Residence Residence Residence Residence Residence Residence Property name Urban Park Namba Urban Park Gokokuji Urban Park Kashiwa Urban Park Ryokuchi-koen Urban Park Koenji Urban Park Ichigao Acquisition price 1,490 million yen 1,460 million yen 1,186 million yen 1,550 million yen 1,167 million yen 1,810 million yen Appraisal value 1,650 million yen 1,530 million yen 1,190 million yen 1,620 million yen 1,180 million yen 1,850 million yen Structure/Floors RC 14F RC B1F/5F SRC B1F/8F RC 8F RC 4F RC SF/1B Location Osaka City, Osaka Toshima Ward, Tokyo Kashiwa City, Chiba Suita City, Osaka Suginami Ward, Tokyo Yokohama City, Kanagawa 2 942.66 m 2 2 2 2 2 Lot area 670.39 m (Of which, 50.85 m is contributed to 1,597.85 m 2,804.56 m 988.26 m 1,758.84㎡ Toshima Ward as road) 2 2 2 2 2 Total floor areas 2,776.87 m 2,451.72 m 4,243.71 m 5,854.64 m 1,524.34 m 5,243.85㎡ Construction completion January 9, 2013 February 28, 1990 August 28, 1997 March 10,1989 October 13, 1987 July 10, 1998 l Located near Namba, one of l Located in an area with strong l Located in the Kashiwa area, a l Located in the Ryokuchi-koen l Located in the Koenji area, which l There are many quiet residential Osaka’s leading commercial demand from various tenant leading bed town in Chiba, with area, with good traffic allows for easy access to major areas around the station, Ichigao , areas. groups for single-type residences, an excellent access to Central accessibility, providing a lush areas in the Tokyo metropolitan and demand from families has due to the location characteristics Tokyo. greenery living environment such area. been firm due to the convenience l In addition to an elegant facade, of having concentration of as “Hattori Ryokuchi-koen”. the building is fully equipped with l Further medium- to long-term l With many shopping areas, of transportation to central Tokyo universities and junior colleges as and central Yokohama. premium household facilities. growth is expected in the area, l Popular residential area primarily discount supermarkets, well as Toshima ward having a l Consists of 62 units, ranging from with completion of various for families since it is located in restaurants and pubs, having a l The influx of population into relatively high ratio of single 2LDK to 3LDK (area: 62.36㎡~ redevelopment plans in front of the Hokusetsu area, which has a high appeal to young single- central Osaka due to the impact of Property Features households. 79.76㎡), targeted at families Kashiwa Station. high level of education. person households of business strong in-bound demand has had person and students. a stabilizing effect on occupancy l Appealing primarily for families rates. since some of the units have been l Very popular residential area with renovated and since it is equipped its own unique culture, which can with substantial grade household be seen in its cafes, vintage equipment. clothing shops, and clubs with live music, among other locations. 28


Appendix④ Portfolio List Asset type Residence Residence Residence Residence Residence Logistics Matsuya Residence Property name Urban Park Gyotoku Shiroi Logiman Urban Plaza Imazato Abode Yoyogi Parkside Iwatsuki Logistics Sekime Acquisition price 1,430 million yen 2,450 million yen 2,120 million yen 985 million yen 1,740 million yen 6,942 million yen Appraisal value 1,500 million yen 2,450 million yen 2,120 million yen 985 million yen 1,740 million yen 7,310 million yen Steel construction, zinc Structure/Floors SRC 10F RC 13F SRC 15F RC 10F RC 8F plated steel roofing, 5 floors Location Ichikawa City, Chiba Shiroi City, Chiba Osaka City, Osaka Osaka City, Osaka Shibuya Ward, Tokyo Saitama City, Saitama 11,485.06㎡ 2 Lot area 1,122.57 2,346.39 1,803.70 464.09 15,623.14 m ㎡ Multiplied by the share ratio of ㎡㎡㎡ ( holding the property) 22,448.08㎡ 2 Total floor areas 3,301.89㎡ 8,190.11㎡ 4,862.83㎡ 1,418.03㎡ 29,729.72 m (Multiplied by the share ratio of holding the property) Construction completion March 1, 1995 May 9, 1995 August 18, 1989 December 20, 1991 September 4, 2017 October 29, 2014 l Otemachi and Nihonbashi are l Located in an area where l Located within a 6 minutes l 5 minutes' walk from Kintetsu l 5-minute walk from Yoyogi Station: l Located in the Iwatsuki area, supermarkets and home centers Osaka Line Imazato Station, 7 close and convenient for which offers access to the central within 20 minutes from the walking distance from Sekime- are located minutes' walk from Sennichimae transportation. Tokyo, northern Kanto, and Nangyōtoku station, which is the Takadono Station on the nearest station. Demand is Tanimachi Line and approximately Line Kōji Station , convenient Tohoku areas. l Since the building was built for l Located in a mixed commercial expected from a wide range of a 7 minutes walking distance from access sale, the level of facilities is high and residential area on the north l Equipped with specifications that people, mainly families, from Sekime Station on the Keihan and the common area is l Conveniently located in the vicinity side of Yoyogi Park and Meiji offer a high level of versatility, DINKS to single. substantial. Main Line and Sekime Seiiku of the nearest station is a Jingu Shrine. such as the vehicle berths, floor l All 40 units have 3DK floor plans Station on Osaka Municipal supermarket, etc. height, and column interval. l Composed of family housing units l Consists of 28 units for singles and Property Features (Area: 58.43㎡). Subway's Imazato Sujisen Line. (Area of about 70 ~ 90㎡) l Composed of family housing units small families l The property is situated in a zone l The area surrounding the property (Area: 60㎡ ~ 70㎡) of Saitama City that offers l Buildings and structures is primarily the National Route 163, incentives for logistics facilities completed in 2017 making it an excellent property in and therefore benefits from terns of lifestyle convenience. considerable government l The property is further enhanced support. by its security additions, offering specs which factor in tenants’ needs. 29 Appendix④ Portfolio List Asset type Residence Residence Residence Residence Residence Logistics Matsuya Residence Property name Urban Park Gyotoku Shiroi Logiman Urban Plaza Imazato Abode Yoyogi Parkside Iwatsuki Logistics Sekime Acquisition price 1,430 million yen 2,450 million yen 2,120 million yen 985 million yen 1,740 million yen 6,942 million yen Appraisal value 1,500 million yen 2,450 million yen 2,120 million yen 985 million yen 1,740 million yen 7,310 million yen Steel construction, zinc Structure/Floors SRC 10F RC 13F SRC 15F RC 10F RC 8F plated steel roofing, 5 floors Location Ichikawa City, Chiba Shiroi City, Chiba Osaka City, Osaka Osaka City, Osaka Shibuya Ward, Tokyo Saitama City, Saitama 11,485.06㎡ 2 Lot area 1,122.57 2,346.39 1,803.70 464.09 15,623.14 m ㎡ Multiplied by the share ratio of ㎡㎡㎡ ( holding the property) 22,448.08㎡ 2 Total floor areas 3,301.89㎡ 8,190.11㎡ 4,862.83㎡ 1,418.03㎡ 29,729.72 m (Multiplied by the share ratio of holding the property) Construction completion March 1, 1995 May 9, 1995 August 18, 1989 December 20, 1991 September 4, 2017 October 29, 2014 l Otemachi and Nihonbashi are l Located in an area where l Located within a 6 minutes l 5 minutes' walk from Kintetsu l 5-minute walk from Yoyogi Station: l Located in the Iwatsuki area, supermarkets and home centers Osaka Line Imazato Station, 7 close and convenient for which offers access to the central within 20 minutes from the walking distance from Sekime- are located minutes' walk from Sennichimae transportation. Tokyo, northern Kanto, and Nangyōtoku station, which is the Takadono Station on the nearest station. Demand is Tanimachi Line and approximately Line Kōji Station , convenient Tohoku areas. l Since the building was built for l Located in a mixed commercial expected from a wide range of a 7 minutes walking distance from access sale, the level of facilities is high and residential area on the north l Equipped with specifications that people, mainly families, from Sekime Station on the Keihan and the common area is l Conveniently located in the vicinity side of Yoyogi Park and Meiji offer a high level of versatility, DINKS to single. substantial. Main Line and Sekime Seiiku of the nearest station is a Jingu Shrine. such as the vehicle berths, floor l All 40 units have 3DK floor plans Station on Osaka Municipal supermarket, etc. height, and column interval. l Composed of family housing units l Consists of 28 units for singles and Property Features (Area: 58.43㎡). Subway's Imazato Sujisen Line. (Area of about 70 ~ 90㎡) l Composed of family housing units small families l The property is situated in a zone l The area surrounding the property (Area: 60㎡ ~ 70㎡) of Saitama City that offers l Buildings and structures is primarily the National Route 163, incentives for logistics facilities completed in 2017 making it an excellent property in and therefore benefits from terns of lifestyle convenience. considerable government l The property is further enhanced support. by its security additions, offering specs which factor in tenants’ needs. 29


Appendix④ Portfolio List Asset type Logistics Logistics Logistics Logistics Logistics Logistics Funabashi Nishiura Funabashi Nishiura Property name Yokohama Logistics Funabashi Logistics Baraki Logistics Tokorozawa Logistics Logistics I Logistics II Acquisition price 3,560 million yen 7,875 million yen 4,700 million yen 1,300 million yen 3,000 million yen 821 million yen Appraisal value 4,170 million yen 8,650 million yen 4,850 million yen 1,350 million yen 3,020 million yen 850 million yen Building 1: Steel construction, flat roof, zinc- plated steel roofing, 8 floors Structure/Floors RC 8F RC S 5F S 2F R 2F R 4F Building 2: RC Location Yokohama City, Kanagawa Funabashi City, Chiba Ichikawa City, Chiba Tokorozawa City, Saitama Funabashi City, Chiba Funabashi City, Chiba 2 2 2 2 2 2 Lot area 10,565.95 m 19,858.00 m 6,240.96 m 8,645.63 m 7,142.00 m 3,964.00 m 2 18,387.89 m 2 38,871.45 m 2 2 2 2 2 Total floor areas (including 256.15 m break 12,471.50 m 5,994.75 m 14,018.82 m 6,316.32 m (two buildings combined) areas etc.) Warehouse: Mar. 20, 1991 1: September 25, 1992 Construction completion October 1, 1994 August 14, 2015 April 30, 1999 October 11, 1985 Plant: May 15, 1972 2: August 5, 1997 Office: May 13, 1986 l A multi-tenant logistics facility l Located in the Yokohama bay l Located in the Chiba bay area, l A multi-tenant logistics facility l Appealing from a standpoint of l Appealing from a standpoint of located near the Wangan Ichikawa used also as a warehouse, area, where there are many where there are many logistics securing workforce, as it is securing workforce, as it is IC of the East Kanto Expressway. located around 8.7 km from the logistics facilities. facilities. conveniently located in the Chiba conveniently located in the Chiba l Enjoys good access to Central Tokorozawa IC on the Kan-Etsu Bay area, where there are many Bay area, where there are many l Equipped with specifications that l Equipped with specifications that Tokyo as well as the consumption Expressway. logistics facilities, and it is located logistics facilities, and it is located offer a high level of versatility, offer a high level of versatility, areas throughout Chiba, allowing l Good access to Central Tokyo, at 1.4km from the closest train at approx. 1.1km from the closest such as vehicle berths, floor such as vehicle berths, floor tenants to respond to the needs of and also capable of covering a e-commerce operators. station. train station. height, and column interval. height, and column interval. wide range of destinations for l Located within approx. 5-minute l In addition to access to Central l In addition to access to Central l In addition to accessing Central l In addition to accessing Central consumption in the Tokyo walk from Futamata-Shinmachi Property Features Metropolitan area with the Tokyo, the location allows easy Tokyo, the location allows easy Tokyo, it is possible to access the Tokyo, it is possible to access the station on the JR Keiyo Line, opening of the Gaikan access to wide range of areas access to wide range of areas wider Tokyo area thanks to the wider Tokyo area thanks to the allowing for securement of Expressway and the Metropolitan throughout Tokyo via partial throughout Tokyo via partial opening of the Shinagawa section opening of the Tokyo Gaikan employees. Inter-City Expressway. opening of the Gaikan opening of the Gaikan of the Shuto Expressway Central Expressway. l Property with highly versatile l Property with highly versatile Expressway. Expressway. Circular Route. specifications, including one specifications, including two passenger elevator, two freight l The facility is provided with highly l The facility is provided with highly freight elevators, a floor height of elevators, a floor height of approx. versatile specifications such as versatile specifications such as approx. 5.5 m-6.0 m, and a pillar 6.5 m and a pillar span of approx. 9 high-ceiling floors and a pillar high-ceiling floors and a pillar span of approx. 9.5 m. m-11 m. span. span. 30 Appendix④ Portfolio List Asset type Logistics Logistics Logistics Logistics Logistics Logistics Funabashi Nishiura Funabashi Nishiura Property name Yokohama Logistics Funabashi Logistics Baraki Logistics Tokorozawa Logistics Logistics I Logistics II Acquisition price 3,560 million yen 7,875 million yen 4,700 million yen 1,300 million yen 3,000 million yen 821 million yen Appraisal value 4,170 million yen 8,650 million yen 4,850 million yen 1,350 million yen 3,020 million yen 850 million yen Building 1: Steel construction, flat roof, zinc- plated steel roofing, 8 floors Structure/Floors RC 8F RC S 5F S 2F R 2F R 4F Building 2: RC Location Yokohama City, Kanagawa Funabashi City, Chiba Ichikawa City, Chiba Tokorozawa City, Saitama Funabashi City, Chiba Funabashi City, Chiba 2 2 2 2 2 2 Lot area 10,565.95 m 19,858.00 m 6,240.96 m 8,645.63 m 7,142.00 m 3,964.00 m 2 18,387.89 m 2 38,871.45 m 2 2 2 2 2 Total floor areas (including 256.15 m break 12,471.50 m 5,994.75 m 14,018.82 m 6,316.32 m (two buildings combined) areas etc.) Warehouse: Mar. 20, 1991 1: September 25, 1992 Construction completion October 1, 1994 August 14, 2015 April 30, 1999 October 11, 1985 Plant: May 15, 1972 2: August 5, 1997 Office: May 13, 1986 l A multi-tenant logistics facility l Located in the Yokohama bay l Located in the Chiba bay area, l A multi-tenant logistics facility l Appealing from a standpoint of l Appealing from a standpoint of located near the Wangan Ichikawa used also as a warehouse, area, where there are many where there are many logistics securing workforce, as it is securing workforce, as it is IC of the East Kanto Expressway. located around 8.7 km from the logistics facilities. facilities. conveniently located in the Chiba conveniently located in the Chiba l Enjoys good access to Central Tokorozawa IC on the Kan-Etsu Bay area, where there are many Bay area, where there are many l Equipped with specifications that l Equipped with specifications that Tokyo as well as the consumption Expressway. logistics facilities, and it is located logistics facilities, and it is located offer a high level of versatility, offer a high level of versatility, areas throughout Chiba, allowing l Good access to Central Tokyo, at 1.4km from the closest train at approx. 1.1km from the closest such as vehicle berths, floor such as vehicle berths, floor tenants to respond to the needs of and also capable of covering a e-commerce operators. station. train station. height, and column interval. height, and column interval. wide range of destinations for l Located within approx. 5-minute l In addition to access to Central l In addition to access to Central l In addition to accessing Central l In addition to accessing Central consumption in the Tokyo walk from Futamata-Shinmachi Property Features Metropolitan area with the Tokyo, the location allows easy Tokyo, the location allows easy Tokyo, it is possible to access the Tokyo, it is possible to access the station on the JR Keiyo Line, opening of the Gaikan access to wide range of areas access to wide range of areas wider Tokyo area thanks to the wider Tokyo area thanks to the allowing for securement of Expressway and the Metropolitan throughout Tokyo via partial throughout Tokyo via partial opening of the Shinagawa section opening of the Tokyo Gaikan employees. Inter-City Expressway. opening of the Gaikan opening of the Gaikan of the Shuto Expressway Central Expressway. l Property with highly versatile l Property with highly versatile Expressway. Expressway. Circular Route. specifications, including one specifications, including two passenger elevator, two freight l The facility is provided with highly l The facility is provided with highly freight elevators, a floor height of elevators, a floor height of approx. versatile specifications such as versatile specifications such as approx. 5.5 m-6.0 m, and a pillar 6.5 m and a pillar span of approx. 9 high-ceiling floors and a pillar high-ceiling floors and a pillar span of approx. 9.5 m. m-11 m. span. span. 30


Appendix④ Portfolio List Asset type Logistics Logistics Logistics Hotel Hotel Hotel Funabashi Hi-Tech Park Funabashi Hi-Tech Park Best Western Property name Matsubushi Logistics R&B Hotel Umeda East Smile Hotel Namba Factory Ⅰ Factory Ⅱ Tokyo Nishi-kasai Acquisition price 2,755 million yen 1,710 million yen 701 million yen 2,069 million yen 1,750 million yen 3,827 million yen Appraisal value 2,860 million yen 1,710 million yen 701 million yen 2,320 million yen 1,490 million yen 3,750 million yen Structure/Floors RC 3F S 2F S 2F RC 9F S 9F SRC B1F/9F Kita-Katsushika-gun, Location Funabashi City, Chiba Funabashi City, Chiba Osaka City, Osaka Osaka City, Osaka Edogawa Ward, Tokyo Saitama 2 2 2 2 Lot area 11,580.65 m 13,420.44㎡ 8,268.35㎡ 730.26 m 285.28 m 1,418.00 m 2 2 2 2 Total floor areas 19,833.47 m 7,813.65㎡ 4,384.83㎡ 3,945.65 m 1,711.42 m 5,293.88 m Construction completion March 31, 1997 May 19, 2003 September 5, 2001 October 20, 2000 February 6, 2008 March 19, 1991 l Located in Matsubushi area, with l It is located in the Funabashi l It is located in the Funabashi l Located near Umeda, one of l Located near Namba, one of l A business hotel located within easy access to nearby areas such High Tech Park , an inland High Tech Park , an inland Osaka’s leading office and Osaka’s leading commercial approx. a 2-minute walk from as Saitama Prefecture and Chiba industrial park, which holds industrial park, which holds commercial areas. areas. Nishikasai Station of Tokyo Metro Prefecture, in addition to Kita- factories and warehouses. factories and warehouses. Tozai Line. l With over 200 single-occupancy l In addition to excellent access to Kanto, Joban, and Tohoku areas. l It is close to National Route 16 l It is close to National Route 16 rooms, the hotel is able to Namba, located near Kyocera l Excellent location characteristics l Provided with versatile and has good access with a and has good access with a accommodate significant Dome Osaka, addressing multiple that can attract a fair amount of specifications, such as loading distance of 30 km between distance of 30 km between business- and tourism-based business- and tourism-based Tokyo Disney Resort-related berths, cargo elevators, high- downtown Tokyo and Narita downtown Tokyo and Narita demand. demand. leisure travelers, as it stands in a Property Features ceiling, and a pillar span. Airport. Airport. straight-line distance of approx. 4 l Due to the impact of strong in-l Due to the impact of strong km away from Tokyo Disney l Back ups from the local l Located at the corner of a 16m l Located at the corner of a 12m bound demand in Osaka, further inbound demand in Osaka, further Resort. government through activities by road and a 12m road. road and a 12m road. hotel demand is expected. hotel demand is expected. Saitama Prefecture to attract l A hotel with great appeal to a l The building has a total floor companies (the “Chance Maker variety of guests with various space of approximately 2,400 Saitama Strategy”). types of guest rooms depending tsubo and functions sufficiently as on the intended use. a production base for products. 31 Appendix④ Portfolio List Asset type Logistics Logistics Logistics Hotel Hotel Hotel Funabashi Hi-Tech Park Funabashi Hi-Tech Park Best Western Property name Matsubushi Logistics R&B Hotel Umeda East Smile Hotel Namba Factory Ⅰ Factory Ⅱ Tokyo Nishi-kasai Acquisition price 2,755 million yen 1,710 million yen 701 million yen 2,069 million yen 1,750 million yen 3,827 million yen Appraisal value 2,860 million yen 1,710 million yen 701 million yen 2,320 million yen 1,490 million yen 3,750 million yen Structure/Floors RC 3F S 2F S 2F RC 9F S 9F SRC B1F/9F Kita-Katsushika-gun, Location Funabashi City, Chiba Funabashi City, Chiba Osaka City, Osaka Osaka City, Osaka Edogawa Ward, Tokyo Saitama 2 2 2 2 Lot area 11,580.65 m 13,420.44㎡ 8,268.35㎡ 730.26 m 285.28 m 1,418.00 m 2 2 2 2 Total floor areas 19,833.47 m 7,813.65㎡ 4,384.83㎡ 3,945.65 m 1,711.42 m 5,293.88 m Construction completion March 31, 1997 May 19, 2003 September 5, 2001 October 20, 2000 February 6, 2008 March 19, 1991 l Located in Matsubushi area, with l It is located in the Funabashi l It is located in the Funabashi l Located near Umeda, one of l Located near Namba, one of l A business hotel located within easy access to nearby areas such High Tech Park , an inland High Tech Park , an inland Osaka’s leading office and Osaka’s leading commercial approx. a 2-minute walk from as Saitama Prefecture and Chiba industrial park, which holds industrial park, which holds commercial areas. areas. Nishikasai Station of Tokyo Metro Prefecture, in addition to Kita- factories and warehouses. factories and warehouses. Tozai Line. l With over 200 single-occupancy l In addition to excellent access to Kanto, Joban, and Tohoku areas. l It is close to National Route 16 l It is close to National Route 16 rooms, the hotel is able to Namba, located near Kyocera l Excellent location characteristics l Provided with versatile and has good access with a and has good access with a accommodate significant Dome Osaka, addressing multiple that can attract a fair amount of specifications, such as loading distance of 30 km between distance of 30 km between business- and tourism-based business- and tourism-based Tokyo Disney Resort-related berths, cargo elevators, high- downtown Tokyo and Narita downtown Tokyo and Narita demand. demand. leisure travelers, as it stands in a Property Features ceiling, and a pillar span. Airport. Airport. straight-line distance of approx. 4 l Due to the impact of strong in-l Due to the impact of strong km away from Tokyo Disney l Back ups from the local l Located at the corner of a 16m l Located at the corner of a 12m bound demand in Osaka, further inbound demand in Osaka, further Resort. government through activities by road and a 12m road. road and a 12m road. hotel demand is expected. hotel demand is expected. Saitama Prefecture to attract l A hotel with great appeal to a l The building has a total floor companies (the “Chance Maker variety of guests with various space of approximately 2,400 Saitama Strategy”). types of guest rooms depending tsubo and functions sufficiently as on the intended use. a production base for products. 31


Appendix④ Portfolio List Asset type Hotel Hotel Hotel Hotel Hotel Hotel WBF Best Western Property name Best Western Yokohama GLANSIT Akihabara Hotel WBF Art Stay Namba Fukuoka Tenjin Minami Tokyo Nishikasai Grande Acquisition price 3,248 million yen 1,970 million yen 2,500 million yen 3,180 million yen 2,000 million yen Appraisal value 3,250 million yen 2,000 million yen 2,520 million yen 3,210 million yen 1,970 million yen Structure/Floors SRC B1F/9F RC 10F SRC 10F/B1F S 8F RC9F Location Yokohama City, Kanagawa Fukuoka City, Fukuoka Chiyoda Ward, Tokyo Edogawa Ward, Tokyo Osaka City, Osaka 2 2 2 2 2 Lot area 782.66 m 543.94 m 167.74 m 657.00 m 335.31 m 2 2 2 2 2 Total floor areas 4,686.09 m 2,281.49 m 1,081.97 m 2,755.19 m 2,061.38 m Construction completion September 21, 1987 February 20, 2017 September 20, 2017 February 7, 2017 April 7, 2017 l A business hotel located within l The hotel is centrally located l Located in the Akihabara area, l Located in the Nishi Kasai area, l Located in the Namba area, one approx. 4-minute walk from between Tenjin and Nakasu, thus one of the largest tourism spots in which provides the easy access to of the largest commercial areas in Tsurumi Station on the JR Keihin “” it is expected to attract tourists Tokyo. main business and tourism areas Osaka. Tohoku Line and a 3-minute walk and business guests. l Appealing to guests for the in Tokyo. l Good access from sightseeing from “Keikyu Tsurumi” Station on the l Demand for hotels is expected to purpose of business and tourism l The hotel flexibly responds to the spots and business district, Keihin Kyuko Line. increase with a rising number of as it is located in a highly needs of many business people thereby expected to meet huge l Excellent location characteristics that passengers using the Fukuoka convenient and flourishing area. and tourists as it provides various business and tourism demand. can attract both business travelers Airport and development of l Offers three types of capsules, room types in accordance with l Demand for hotels is expected to and leisure travelers, as its location additional runways. attracting various customers. purpose of use. increase as inbound demand rises Property Features has good access to the major areas in l Completed relatively recently in l Completed relatively recently in l Completed relatively recently in in Osaka. Kanagawa including Yokohama and February 2017. September 2017. February 2016. l Completed relatively recently in Kawasaki as well as to Haneda April 2017. Airport. l A hotel with great appeal to a variety of guests with various types of guest rooms depending on the intended use. 32 Appendix④ Portfolio List Asset type Hotel Hotel Hotel Hotel Hotel Hotel WBF Best Western Property name Best Western Yokohama GLANSIT Akihabara Hotel WBF Art Stay Namba Fukuoka Tenjin Minami Tokyo Nishikasai Grande Acquisition price 3,248 million yen 1,970 million yen 2,500 million yen 3,180 million yen 2,000 million yen Appraisal value 3,250 million yen 2,000 million yen 2,520 million yen 3,210 million yen 1,970 million yen Structure/Floors SRC B1F/9F RC 10F SRC 10F/B1F S 8F RC9F Location Yokohama City, Kanagawa Fukuoka City, Fukuoka Chiyoda Ward, Tokyo Edogawa Ward, Tokyo Osaka City, Osaka 2 2 2 2 2 Lot area 782.66 m 543.94 m 167.74 m 657.00 m 335.31 m 2 2 2 2 2 Total floor areas 4,686.09 m 2,281.49 m 1,081.97 m 2,755.19 m 2,061.38 m Construction completion September 21, 1987 February 20, 2017 September 20, 2017 February 7, 2017 April 7, 2017 l A business hotel located within l The hotel is centrally located l Located in the Akihabara area, l Located in the Nishi Kasai area, l Located in the Namba area, one approx. 4-minute walk from between Tenjin and Nakasu, thus one of the largest tourism spots in which provides the easy access to of the largest commercial areas in Tsurumi Station on the JR Keihin “” it is expected to attract tourists Tokyo. main business and tourism areas Osaka. Tohoku Line and a 3-minute walk and business guests. l Appealing to guests for the in Tokyo. l Good access from sightseeing from “Keikyu Tsurumi” Station on the l Demand for hotels is expected to purpose of business and tourism l The hotel flexibly responds to the spots and business district, Keihin Kyuko Line. increase with a rising number of as it is located in a highly needs of many business people thereby expected to meet huge l Excellent location characteristics that passengers using the Fukuoka convenient and flourishing area. and tourists as it provides various business and tourism demand. can attract both business travelers Airport and development of l Offers three types of capsules, room types in accordance with l Demand for hotels is expected to and leisure travelers, as its location additional runways. attracting various customers. purpose of use. increase as inbound demand rises Property Features has good access to the major areas in l Completed relatively recently in l Completed relatively recently in l Completed relatively recently in in Osaka. Kanagawa including Yokohama and February 2017. September 2017. February 2016. l Completed relatively recently in Kawasaki as well as to Haneda April 2017. Airport. l A hotel with great appeal to a variety of guests with various types of guest rooms depending on the intended use. 32


n This document is an English translation of the announcement in Japanese dated March 2, 2020. However, no assurance or warranties are given for the completeness or accuracy of this English translation. n Investments in both REITs involve investment unit price fluctuations risk, which can be caused by but not limited to, change in interest rate levels/real estate market conditions, decrease in rent income, natural disasters, etc. Investors are requested to make investment decisions at their own discretion and responsibility. n Information disclosed in this document may not contain all the information that Star Asia Investment Corporation (hereafter “SAR”) and Sakura Sogo REIT Investment Corporation (hereafter “SSR”) disclose to Tokyo Stock Exchange and regulators. This document is not a disclosure or investment report under the Financial Instruments and Exchange Act and other related regulations. n The contents of this document are based on information currently available to SAR and SSR. The Investment Corporations and the Asset Management Company do not guarantee the accuracy, completeness, certainty, validity or fairness of the information. The contents may be changed or abolished in the future. n This document contains forward-looking statements based on certain assumptions. Known and unknown risks, uncertainties and other factors could cause actual results, performance or achievements to differ materially from those contained or implied in any forward- looking statements, and thus such statements do not guarantee future operating results of SAR and SSR. n Duplication, reproduction or any other use of this document without the prior approval of SAR and SSR is strictly prohibited. n This document is an English translation of the announcement in Japanese dated March 2, 2020. However, no assurance or warranties are given for the completeness or accuracy of this English translation. n Investments in both REITs involve investment unit price fluctuations risk, which can be caused by but not limited to, change in interest rate levels/real estate market conditions, decrease in rent income, natural disasters, etc. Investors are requested to make investment decisions at their own discretion and responsibility. n Information disclosed in this document may not contain all the information that Star Asia Investment Corporation (hereafter “SAR”) and Sakura Sogo REIT Investment Corporation (hereafter “SSR”) disclose to Tokyo Stock Exchange and regulators. This document is not a disclosure or investment report under the Financial Instruments and Exchange Act and other related regulations. n The contents of this document are based on information currently available to SAR and SSR. The Investment Corporations and the Asset Management Company do not guarantee the accuracy, completeness, certainty, validity or fairness of the information. The contents may be changed or abolished in the future. n This document contains forward-looking statements based on certain assumptions. Known and unknown risks, uncertainties and other factors could cause actual results, performance or achievements to differ materially from those contained or implied in any forward- looking statements, and thus such statements do not guarantee future operating results of SAR and SSR. n Duplication, reproduction or any other use of this document without the prior approval of SAR and SSR is strictly prohibited.