Activia Properties : Notice Concerning Changes to Articles of Incorporation and Appointment of Directors

June 26, 2023

FOR IMMEDIATE RELEASE

Activia Properties Inc.

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

Nobuhide Kashiwagi

Executive Director

(Code: 3279)

Asset Management Company

TLC REIT Management Inc.

Akira Kubo

President & CEO

Inquiries

Manabu Kamikawara

General Manager of Strategy Department

Activia Management Division

(Tel: [phone])

Notice Concerning Changes to Articles of Incorporation

and Appointment of Directors

Activia Properties Inc. ("API") announces that it decided at the meeting of the Board of Directors on June 26, 2023 to submit the following proposals regarding changes to the Articles of Incorporation and the appointment of Directors to the 7th Unitholders' Meeting, which is scheduled to be held on August 17, 2023.

The items described below will go into effect upon receiving approval at the Unitholders' Meeting.

1. Details of and reasons for changes to the Articles of Incorporation

1. As the amended provisions prescribed in Item 3 of the Supplementary Provisions of the Act on Arrangement of Relevant Acts Incidental to the Enforcement of the Act Partially Amending the Companies Act (Act No. 71 of 2019) came into effect on September 1, 2022, the Articles of Incorporation are deemed to have been amended to take measures to provide reference documents, etc. for unitholders' meetings electronically as of the same date. In order to clarify this point, a provision will be established in the Articles of Incorporation providing such electronic provision measures (related to Article 9, Paragraph 5 of the proposed amendment to the Articles of Incorporation). In addition, in accordance with the introduction of the electronic provision measures, a related provision will be newly established to allow matters prescribed by law out of the matters for which electronic provision measures are taken to be not stated in the document to be delivered to unitholders who have requested delivery of the document in paper format (related to Article 9, Paragraph 6 of the proposed amendment to the Article of Incorporation).
2. In accordance with the revision of "Accounting Standard for Financial Instruments" (ASBJ Statement No. 10), which changed the method of fair value measurement for securities and rights pertaining to derivative transactions, the related provisions will be changed (related to Article 33 of the proposed amendment to the Articles of Incorporation).

Please refer to the attachment "Notice of Convocation of the 7th Unitholders' Meeting" for details about the changes to the Articles of Incorporation.

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2. Details regarding the appointment of Directors

The respective terms of office of the Executive Director Nobuhide Kashiwagi and the Supervisory Directors Yonosuke Yamada and Yoshinori Ariga will expire on September 7, 2023. The proposal of the appointment of one Executive Director and two Supervisory Directors will be submitted to the Unitholders' Meeting on August 17, 2023.

A proposal to appoint two Alternate Executive Directors and one Alternate Supervisory Director who will serve in the absence of the Executive Director and/or a Supervisory Director or when the number of Directors as prescribed by law is insufficient will be also submitted.

1. Candidate for Executive Director Nobuhide Kashiwagi (Reappointment)
2. Candidate for Alternate Executive Directors (Note) Kazuyuki Murayama (Reappointment)

Manabu Kamikawara (New appointment)

(Note) Kazuyuki Murayama, the above candidate for Alternate Executive Director, is General Manager of Asset Management Department, and Manabu Kamikawara, the above candidate for Alternate Executive Director, is General Manager of Strategy Department of Activia Management Division of TLC REIT Management Inc., the asset management company of API.

1. Candidate for Supervisory Directors Yoshinori Ariga (Reappointment) Kazuhiko Takamatsu (New appointment)
2. Candidate for Alternate Supervisory Director Natsuko Inagaki (New appointment)

Please refer to the attachment "Notice of Convocation of the 7th Unitholders' Meeting" for details about the appointment of Directors.

3. Schedule

June 26, 2023 Resolution to approve proposals to be submitted to the 7th Unitholders' Meeting by the meeting of the Board of Directors

July 25, 2023 Issue Notice of Convocation of the 7th Unitholders' Meeting (scheduled) August 17, 2023 The 7th Unitholders' Meeting (scheduled)

Attachment: Notice of Convocation of the 7th Unitholders' Meeting

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

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(Date of issue) July 25, 2023

(Commencement date of electronic provision measures) July 24, 2023

To unitholders

Activia Properties Inc.

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

Nobuhide Kashiwagi

Executive Director

Notice of Convocation of the 7th Unitholders' Meeting

We hereby announce that we will hold the 7th Unitholders' Meeting of Activia Properties Inc. ("API"). Details are as follows.

We sincerely ask unitholders planning to attend the meeting to be mindful of the situation of the spread of COVID-19 going forward and decide whether to actually come to the meeting venue or not in consideration of their health condition. Since it is also possible to exercise your voting rights in writing, please consider the option as well. If you wish to exercise your voting rights in writing, please refer to the attached Reference Documents for Unitholders' Meeting and mark your approval or disapproval on the enclosed Voting Rights Exercise Form and return it to us by Wednesday, August 16, 2023 at 6PM.

In accordance with the provision of Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations, "Deemed Approval" has been set forth in Article 14 of the current Articles of Incorporation. And none of the proposals to be submitted to the Unitholders' Meeting falls under the agenda item stipulated in Article 14, Paragraph 2 of the current Articles of Incorporation.

Therefore, unitholders who do not attend the meeting and do not exercise their voting rights through the use of the Voting Rights Exercise Form shall be included in the number of voting rights of unitholder present and deemed to have approved the proposals for resolution submitted at the Unitholders' Meeting (provided, however, that in cases where two or more proposals are submitted and any such proposal is in conflict in its nature with another proposal, both of such proposals shall be excluded from application of such Deemed Approval). We ask that you give due consideration to this point.

(Excerpt of the current Articles of Incorporation) Article 14: Deemed Approval

1. Unitholders who do not attend the unitholders' meeting and who do not exercise their voting rights are deemed to have approved the proposals (excluding any proposals with conflicting purposes when multiple proposals are submitted) that are submitted at such unitholders' meeting.
2. Notwithstanding the provision of the preceding paragraph, the provisions concerning deemed approval set forth in the preceding paragraph shall not apply to resolution for proposals concerning the following items.
3. 1. Dismissal of Executive Directors, Supervisory Directors or Independent Auditors
   2. Amendment to Articles of Incorporation (limited to establishment, revision or abolition of provisions related to deemed approval)
   3. Dissolution
   4. Approval of termination of the asset management agreement by the asset management company
   5. Termination of the asset management agreement by the investment corporation

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3. The number of voting rights held by the unitholders deemed to have approved the proposal pursuant to Paragraph 1 shall be included in the number of voting rights of unitholder present.

In convening the Unitholders' Meeting, we are taking electronic provision measures for the information contained in the Reference Documents for Unitholders' Meeting, etc. (the matters subject to electronic provision measures). The relevant information is available on the following website of API as the "Notice of Convocation of the 7th Unitholders' Meeting."

Website of API: https://www.activia-reit.co.jp/en/ir/meeting.html

The matters subject to electronic provision measures are also available on the website of the Tokyo Stock Exchange (TSE). You may check them by accessing the following website of TSE (TSE listed company information service or Listed Company Search), entering and searching the issue name (name of investment corporation) or securities code, and selecting "Basic information," "Documents for public inspection/PR information" and "Notice of General Investors Meeting/Informational Materials for a General Investors Meeting."

Website of TSE (TSE listed company information service or Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

	Details
1. Time and Date	August 17, 2023 (Thursday) at 1:30 PM (Reception opens at 1PM)
2. Venue	6-17, Dogenzaka 2-chome,Shibuya-ku, Tokyo
	Shibutou Cine Tower bldg. 11th Floor, AP Shibuya Dogenzaka
	*Please note that the venue is different from that of the previous meeting
	place. Please refer to the Access Information at the end of this notice.
3. Objectives of the Unitholders' Meeting

Matters for resolution

Resolution proposal 1 Changes to Part of the Articles of Incorporation

Resolution proposal 2 Appointment of One Executive Director

Resolution proposal 3 Appointment of Two Alternate Executive Directors

Resolution proposal 4 Appointment of Two Supervisory Directors

Resolution proposal 5 Appointment of One Alternate Supervisory Director

• When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to the reception at the venue.
• Following the conclusion of the Unitholders' Meeting, TLC REIT Management Inc., the asset management company of API, will hold a briefing session on the status of the managed assets. The briefing will be held at the same venue.
• If you do not indicate your approval or disapproval of each proposal on the returned voting form, it shall be counted as your vote for approval of the proposal.

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• Because it is possible for a unitholder who holds voting rights to attend the Unitholders' Meeting as a proxy, when attending the meeting as a proxy, the unitholder shall submit the proxy form together with the Voting Rights Exercise Form to the reception at the venue.
• If it becomes necessary to amend the matters subject to electronic provision measures, such notice and the matters before and after the amendment will be posted on the aforementioned websites of API and TSE.
• In light of the infection situation of the COVID-19, we may take measures to prevent the spread of infection at the Unitholders' Meeting. We would appreciate your cooperation in taking the following measures to prevent the spread of infection. In addition, depending on changes in the situation, we may post on our website (https://www.activia-reit.co.jp/en/) a notice of postponement of the Unitholders' Meeting or a notice of changes in the measures to be taken to prevent the spread of infection at the Unitholders' Meeting.

・You may exercise your voting rights at this Unitholders Meeting in writing. In the interest of the safety of our unitholders, if you have any concerns about your health condition or other matters, please consider exercising your voting rights by using the enclosed voting form.

・Unitholders coming to the venue may be asked to cooperate in the measures to prevent infection such as wearing masks, disinfecting hands with alcohol-based disinfectants, and taking body temperature checks as necessary.

・Unitholders who are deemed to have a fever or have symptoms such as coughing may be asked to refrain from attending this Unitholders' Meeting. Please be advised that the management staff may ask unitholders who appear to be unwell during the meeting to refrain from attending the meeting.

・Unitholders who will attend the meeting are requested to come early to the venue as the reception may be crowded due to the aforementioned preventive measures.

・We appreciate your understanding that we may take necessary measures other than above (including increasing the spacing between seats and requiring the management staff, etc. to wear masks) to maintain the order of the Unitholders' Meeting and ensure the safety and security of unitholders.

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