[NOTICE: This Notice of Convocation is a translation of the Japanese language original for convenience purposes only, and in the event of any discrepancy, the Japanese language original shall prevail.]
(Date of Dispatch) September 27, 2023 (Date of Commencement of Provision in Electronic Format) September 21, 2023 1-14-10,Uchi-Kanda,Chiyoda-ku, Tokyo AEON REIT Investment Corporation Nobuaki Seki, Executive Director
Convocation Notice of the 6th General Unitholders Meeting
We hereby give notice of the 6th General Unitholders Meeting of AEON REIT Investment Corporation ("the Investment Corporation"), which shall be held as set out below.
We sincerely request all of you to determine whether you will attend the meeting, taking into consideration your health condition. Please note that if you are unable to attend in person, you may exercise your voting rights in writing. Please review the Reference Materials for the General Unitholders Meeting attached hereto, indicate your vote in favor or against on the enclosed voting form and return the form to reach us no later than 5:00 P.M. on Tuesday, October 24, 2023.
In accordance with Article 93, Paragraph 1 of the Act on Investment Trust and Investment Corporations, the Investment Corporation has set forth the provisions for "Deemed Affirmative Vote" in Article 14 of its Articles of Incorporation. Therefore, please note that if you are unable to attend the General
Unitholders Meeting and do not exercise your voting rights in writing, you will be deemed to have approved each of the proposals discussed at the General Unitholders Meeting, except for the cases set forth in parentheses in Paragraph 1, Paragraph 3, and Paragraph 4 of Article 14 of the Articles of Incorporation.
(Excerpt from the Investment Corporation's current Articles of Incorporation)
Article 14 (Deemed Affirmative Vote)
- If a unitholder neither attends a general unitholders meeting nor exercises voting rights, such unitholder shall be deemed to have voted affirmatively to the proposal submitted to the general unitholders meeting (in the cases where more than one proposal have been submitted and they include conflicting proposals, excluding all of those conflicting proposals.).
- The number of voting rights held by unitholders that are deemed to have voted affirmatively to the proposal pursuant to the preceding paragraph shall be included in the number of voting rights held by unitholders in attendance at the general unitholders meeting.
- The provisions of the preceding two paragraphs shall not apply to proposals when (i) within two weeks from the date on which the Investment Corporation announces the submission of the proposals regarding the following matters to the general unitholders meeting on its website or the date on which a convenor announces the submission through a method equivalent to such, whichever date is earlier, a unitholder who continues to own 1% or more of the total number of outstanding investment units for a period of six months or longer notifies the Investment Corporation (when the convenor is one other than the executive director or the supervisory director, both the Investment Corporation and the convenor) of his or her opposition to the said proposals, or (ii) concerning the proposals regarding the following matters, the Investment Corporation has stated its opposition to the said proposals in the convocation notice or announced such on its website:
- Election or dismissal of executive directors, supervisory directors or accounting auditor;
- Execution or cancellation of the asset management agreement with the asset manager;
- Dissolution;
- Consolidation of investment units; or
- Exemption of liability of the executive directors, supervisory directors, or accounting auditor
4. The provisions of Paragraphs 1 and 2 shall not be applied to proposals of amendment to the Articles of Incorporation which amends this Article.
For the convocation of the General Unitholders Meeting, measures to provide the information contained in the reference materials, etc., in electronic form for the General Unitholders Meeting (the "Matters for Electronic Provision Measures") have been taken, and such information was posted on our website and the website of the Tokyo Stock Exchange (TSE) under the title "Convocation Notice of the 6th General Unitholders Meeting." We request that you access the information by visiting the websites below.
[Our website] https://www.aeon-jreit.co.jp/en/ir/meeting.html
[TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the information by first visiting the TSE website above, and then entering and searching for our issue name (AEON REIT Investment Corporation) or the securities code (3292). Thereafter, select "Basic information" and "Documents for public inspection/PR information."
Please note that the reference materials, etc., for the General Unitholders Meeting are sent in paper form to all unitholders, regardless of whether the unitholders request the delivery of documents in paper form.
- Date: October 25, 2023 (Wednesday) 2:00 pm (time of commencement of reception: 1:30 pm)
- Place: 2-2-1, Kanda Nishiki-cho,Chiyoda-ku, Tokyo
KANDA SQUARE 3rd Floor, SQUARE ROOM *Please see the site map at the end of this document.
3. Purpose of the Meeting Matters to be resolved:
Proposal No. 1: Partial Amendments to Articles of Incorporation
Proposal No. 2: Appointment of One (1) Executive Director
Proposal No. 3: Appointment of Two (2) Substitute Executive Directors
Proposal No. 4: Appointment of Two (2) Supervisory Directors
End
(Requests)
- If you attend the General Unitholders Meeting in person, please submit the enclosed Voting Form at thereception desk of the meeting venue.
- If you do not express your approval or disapproval of any proposal on the returned voting form, you shall be deemed to have approved such proposal.
- It is possible for another unitholder who holds voting rights to attend the General Unitholders Meeting as a proxy. Please have one (1) unitholder acting as your proxy submit a document evidencing authority of proxy together with the voting form at the reception desk of the meeting venue.
- If the need arises to amend the Matters for Electronic Provision Measures, the announcement of amendment, and the relevant matters before and after amendment will be posted on the Investment Corporation's website and TSE website above.
- After the General Unitholders Meeting closes, the meeting for reporting the performance will be held by AEON Reit Management Co., Ltd., the Investment Corporation's asset management company, at the same venue. We kindly ask that you also attend the briefing.
- No gifts to unitholders will be given at the General Unitholders Meeting or the subsequent meeting for reporting the performance.
Reference Materials for the General Unitholders Meeting
Proposals and Reference Matters
Proposal No. 1 | Partial Amendments to Articles of Incorporation |
1. Reasons for the amendments
- In connection with the enforcement of the amendment provided for in Item (3) of the supplementary provisions of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act to Amend A Part of Companies Act (Act No. 71 of 2019) on September 1, 2022, and the deemed amendments to the Articles of Incorporation for the measures to be taken to provide the reference materials, etc., in electronic form for general unitholders meetings effective as of September 1, 2022 as a result of such enforcement, a provision to that effect will be added in the Articles of Incorporation for the purpose of clarifying and confirming such amendments (Article 9, Paragraph 4 of the amended Articles of Incorporation). In addition, along with such introduction of electronic provision measures, among the matters for which electronic provision measures to be taken, a provision to limit, in accordance with the scope stipulated by the Investment Trust Act Enforcement Regulations, the matters that are to be stated in the document to be delivered to a unitholder who has requested the delivery of documents in paper form, will be added to the Articles of Incorporation and necessary amendments to the relevant wording will be made (Article 9, Paragraph 5 and Article 27 of the amended Articles of Incorporation).
- In connection with the application of ASBJ Statement No. 10 "Accounting Standards for Financial Instruments" (including accounting standards and implementation guidance that were newly established or amended in relation thereto), necessary amendments with respect to the methods for asset evaluation of the Investment Corporation will be made (Article 33, Paragraph 1, Item (6) and (9), and Article 33, Paragraph 2, Item (3) of the amended Articles of Incorporation).
2. Proposed amendments
The proposed amendments are as follows:
(The underlined portions indicate amendments.)
Current Articles of Incorporation | Proposed Amendments | ||||
Article 9 | Convocation | Article 9 | Convocation | ||
1. | (Omitted) | 1. | (Unchanged) | ||
2. | (Omitted) | 2. | (Unchanged) | ||
3. | (Omitted) | 3. | (Unchanged) | ||
(Newly established) | 4. | When convening a general unitholders | |||
meeting, the Investment Corporation shall | |||||
take measures to provide the information | |||||
contained in the reference materials, etc. for | |||||
the general meeting of unitholders in | |||||
(Newly established) | electronic form. | ||||
5. | When the Investment Corporation delivers a | ||||
document in paper form to a unitholder who | |||||
has requested the delivery of documents in | |||||
paper form by the record date of the voting | |||||
rights, the Investment Corporation may | |||||
choose not to include in the document all or | |||||
parts of the matters for which electronic | |||||
provision measures are taken as stipulated by | |||||
the Enforcement Regulations for the Act | |||||
Relating to Investment Trusts and Investment | |||||
Corporations (the "Investment Trust Act | |||||
Enforcement Regulations"). |
Current Articles of Incorporation | Proposed Amendments | |||||||||
Article 27 Basic Investment Policy | Article 27 Basic Investment Policy | |||||||||
The Investment Corporation shall aim at | The Investment Corporation shall aim at | |||||||||
managing its assets mainly as investment in | managing its assets mainly as investment in | |||||||||
real estate, real estate leasehold rights, | real estate, real estate leasehold rights, | |||||||||
surface rights, the beneficial interests of trusts | surface rights, the beneficial interests of trusts | |||||||||
formed by entrustment of only these assets, | formed by entrustment of only these assets, | |||||||||
and outstanding shares of the corporation (the | and outstanding shares of the corporation (the | |||||||||
"Corporation Holding Overseas Real Estate") | "Corporation Holding Overseas Real Estate") | |||||||||
prescribed in Article 221 2, Paragraph 1 of the | prescribed in Article 221 2, Paragraph 1 of the | |||||||||
Enforcement Regulations for the Act Relating | Investment | Trust | Act | Enforcement | ||||||
to Investment Trusts and Investment | Regulations(limited to such outstanding | |||||||||
Corporations (the "Investment Trust Act | shares as acquired in the number beyond the | |||||||||
Enforcement Regulations")(limited to such | number obtained by multi plying the total | |||||||||
outstanding shares as acquired in the number | number of the relevant outstanding shares | |||||||||
beyond the number obtained by multi plying | (excluding the treasury shares held by the | |||||||||
the total number of the relevant outstanding | relevant Corporation Holding Overseas Real | |||||||||
shares (excluding the treasury shares held by | Estate) by the rate prescribed in Article 221 of | |||||||||
the relevant Corporation Holding Overseas | the Investment Trust Act Enforcement | |||||||||
Real Estate) by the rate prescribed in Article | Regulations) out of Real Estate, etc. Assets | |||||||||
221 of the Investment Trust Act Enforcement | (meaning the assets prescribed in the | |||||||||
Regulations) out of Real Estate, etc. Assets | Investment | Trust | Act | Enforcement | ||||||
(meaning the assets prescribed in the | Regulations.), and invest them with the aim | |||||||||
Investment | Trust | Act | Enforcement | of achieving stable income over the medium | ||||||
Regulations.), and invest them with the aim | to long term and steady growth of Investment | |||||||||
of achieving stable income over the medium | Assets through continuous investment. | |||||||||
to long term and steady growth of Investment | ||||||||||
Assets through continuous investment. | ||||||||||
Article 33 Methods, Standards | and Reference | Article 33 Methods, Standards | and Reference | |||||||
Dates for Asset Evaluation | Dates for Asset Evaluation | |||||||||
1. | (Omitted) | 1. | (Unchanged) | |||||||
(1)-(5) (Omitted) | (1)-(5) (Unchanged) | |||||||||
(6) Securities (the assets set forth in Article 29, | (6) Securities (the assets set forth in Article 29, | |||||||||
Paragraph 1, (2), (ix) and (3), and Article 29, | Paragraph 1, (2), (ix) and (3), and Article 29, | |||||||||
Paragraph 2, (1), (iii) through (vii), (ix), (x), | Paragraph 2, (1), (iii) through (vii), (ix), (x), | |||||||||
(xii), (xiii) and (xvi) | (xii), (xiii) and (xvi) | |||||||||
If the relevant securitiesare held to maturity | If the securitiesare held to maturity bonds, | |||||||||
bonds, those bonds shall be evaluated at the | those bonds shall be evaluated at the | |||||||||
acquisition cost; provided, however, that if | acquisition cost; provided, however, that if | |||||||||
the relevant bondswere acquired at a price | the bondswere acquired at a price lower or | |||||||||
lower or higher than their face value and the | higher than their face value and the difference | |||||||||
difference between the acquisition price and | between the acquisition price and their face | |||||||||
their face value can be considered to be an | value can be considered to be an interest | |||||||||
interest adjustment, the value shall be | adjustment, the value shall be calculated by | |||||||||
calculated by the amortized cost method. In | the amortized cost method. If the securities | |||||||||
addition, if the relevant securities are the | are categorized as other available-for-sale | |||||||||
shares in subsidiaries or affiliates, those | securities, the securities shall be evaluated at | |||||||||
shares shall be evaluated at the acquisition | the fair value; provided, however, that the | |||||||||
cost. | shares, etc. for which no market price is | |||||||||
If the relevant securities are securities other | available shall be evaluated at the acquisition | |||||||||
than the above, and if market prices are | cost. | |||||||||
available for the securities, the value shall be | ||||||||||
the market price (i.e., the trading price on a | ||||||||||
financial instruments exchange, the price | ||||||||||
published by the Japan Securities Dealers | ||||||||||
Association, etc. or the similar trading prices |
Current Articles of Incorporation | Proposed Amendments | |
at which transactions are formed on any | ||
trading system where securities can be sold | ||
and converted into cash from time to time in | ||
accordance with the foregoing prices; | ||
hereinafter the same). If no market price is | ||
available, those securities shall be evaluated | ||
at a value reasonably calculated. The market | ||
price or reasonably calculated value shall be | ||
obtained using the same method every period, | ||
except in cases where a change in method | ||
would increase the accuracy of the | ||
evaluation. If neither a market price nor a | ||
reasonably calculated price can be obtained, | ||
the securities may be evaluated at the | ||
acquisition cost. | ||
(7)-(8) (Omitted) | (7)-(8) (Unchanged) | |
(9) Interests in derivative transactions (the assets | (9) Interests in derivative transactions (the assets | |
set forth in Article 29, Paragraph 2, (2)) | set forth in Article 29, Paragraph 2, (2)) | |
(i) Claims and obligations | from derivative | (i) Net claims and obligations from derivative |
transactions listed on a Financial Instruments | transactions shall be evaluated at the fair | |
Exchange | value. | |
Evaluation shall be made on the basis of the | ||
final price on the Financial Instruments | ||
Exchange (closing price; if there is no closing | ||
price, then the quotation (i.e., the lowest ask | ||
price, highest bid price, or middle rate of | ||
those prices when both of those prices have | ||
been published)). If there is no final price on | ||
that day then the evaluation shall be made by | ||
the value calculated based on the final price | ||
on the closest preceding day. | ||
(ii) Claims and obligations from non-listed | (Deleted) | |
derivative transactions for which there is no | ||
market price on a Financial Instruments | ||
Exchange | ||
The value reasonably calculated as an | ||
equivalent to a market price. If calculating a | ||
fair value is found to be extremely difficult, | ||
then evaluation shall be made by the | ||
acquisition price. | ||
(iii) For those transactions that in accordance | (ii) In accordance with the Accounting Standards | |
with generally accepted accounting principles | for Financial Instruments and the Practical | |
in Japan are found to be hedging transactions, | Guidelines on Accounting Standards for | |
hedge accounting can be applied. Further, for | Financial Instruments, for transactions that | |
those transactions that satisfy the criteria for | satisfy the criteria for hedge accounting, | |
special treatment for interest rate swaps in | hedge accounting may be applied. Further, for | |
accordance with the accounting principles for | transactions that satisfy the criteria for special | |
financial instruments, such special treatment | treatment for interest rate swaps in | |
can be applied, regardless of whether they fall | accordance with the Accounting Standards | |
under (i) or (ii) above; and, for foreign | for Financial Instruments and the Practical | |
exchange futures and similar transactions that | Guidelines on Accounting Standards for | |
satisfy the requirements for deferred hedge | Financial Instruments, such special treatment | |
accounting criteria under the Practical | may be applied. | |
Guidelines on Accounting for Foreign | ||
Currency Transactions, | deferred hedge |
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Disclaimer
AEON REIT Investment Corporation published this content on 21 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2023 00:48:06 UTC.