27 January 2016
REIT Issuer: Global One Real Estate Investment Corp. |
Securities Code: 8958 |
Representative: Yoichiro Kitajima, Executive Director |
Asset Manager: Global Alliance Realty Co., Ltd. |
Representative: Yasushi Wada, President |
Contact: Yoshitaka Shibata Managing Executive Officer REIT Management Department REIT Finance Department Tel: +81‐3‐3262‐1494 |
27 January 2016 ‐ Global One Real Estate Investment Corp. ("GOR") announces that it held a board meeting today, during which a decision was reached to submit the following agenda items for consideration to the 8th general unitholders' meeting scheduled for 09 March 2016 (the "General Unitholders' Meeting"): 1) amendments to the Articles of Incorporation, and 2) appointments of Board of Directors. Please note that these items, outlined in detail below, will become effective upon approval at the General Unitholders' Meeting.
Amendments to the Articles of Incorporation Reasons for the Amendments
Article 11‐related
As a result of amendments to the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951; including subsequent amendments; hereinafter referred to as the "Investment Trusts Act"), it is no longer necessary to publicly announce convocation procedures for general unitholders' meetings. In conjunction with this amendment, to ensure that the general unitholders' meeting scheduled for 10 February 2018 and subsequent general unitholders' meetings can be called without delay, a new provision that from then onwards on 10 February every other year and
later dates general unitholders' meetings can be called without delay will be established, as well as establishing a new provision regarding the base date for determining the unitholders eligible to exercise their voting rights at such general unitholders' meetings. In addition, a new provision allowing extraordinary general unitholders' meetings to be called when necessary will be established.
Article 37‐related
As a result of amendments to the Investment Trusts Act, it has become possible to issue options for new investment units, and it has been made clear that expenses relating to the issuance of options for new investment units must be borne by GOR. Therefore, the relevant provision will be altered to reflect this change.
Related to attachment "Objects and Policies of Asset Investment" 1. and 2.(1)
In conjunction with amendments to the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations (Ordinance of the Prime Ministerʹs Office No. 129 of 2000; including subsequent amendments; hereinafter referred to as the "Investment Trusts Ordinance"), the relevant provision will be altererd to clarify our objective of investing in real property‐related assets (of the assets specified in Article 105, item 1 of the Investment Trusts Ordinance, real property, real property leaseholds, superficies, or beneficial interests of trusts in which only these assets are entrusted).
Related to attachment "Objects and Policies of Asset Investment" 2. (2)
In conjunction with amendments to the Ordinance for Enforcement of the Act on Special Measures Concerning Taxation, criteria for investment corporations to receive tax privileges have been changed, so unnecessary provisions will be removed.
Other
Besides the above, supplementary provisions that are no longer required following the amendments to the Investment Trusts Act will be removed. Also, necessary changes/improvements to wording will be made to make the wording clearer, to amend text, to renumber provisions, and so on.
Appointments of Board of Directors
The terms of Executive Directors Yoichiro Kitajima and Toshio Saito and Supervisory Directors Norifumi Tateishi, Yutaka Nishimura, and Noriyuki Ito will end on 31 March 2016, so at the General Unitholders' Meeting GOR will appoint Executive Directors Akio Uchida (new) and Toshio Saito (reelection) and Supervisory Directors Katsuya Natori (new), Noriyuki Ito (reelection), and Yasuhiro Morita (new).
If their appointment is approved at the General Unitholders' Meeting, they will take up
their respective posts on 01 April 2016.
Profiles of Executive Director candidates
Candidate No.1:
Akio Uchida
Professional background:
April 1978
Joined Meiji Life Insurance Co.
April 1989
Deputy Manager of Real Estate Services, Real Estate Services Department, Meiji Life Insurance Co.
October 1995
Group Leader of Real Estate Business Group, Real Estate Investment Department, Meiji Life Insurance Co.
January 2004
Group Manager of Related Business Promotion Group, Affiliated Companies Department, Meiji Life Insurance Co.
April 2010
Seconded to Meiji Yasuda Real Estate Management Co., Ltd.
April 2012
Director and Manager of General Administration and Planning Department, Meiji Yasuda Real Estate Management Co., Ltd.
April 2015
Managing Director of General Administration and Planning Department, Meiji Yasuda Real Estate Management Co., Ltd. (current
position)
Candidate No. 2:
Toshio Saito
Professional background:
April 1979
Joined Mori Building Co., Ltd.
April 1979
Seconded to Mori Building Kensetsu Kanri Co., Ltd.
May 1986
Seconded to Nippon Intelligent‐Building Systems Corp.
January 1994
Auditor at International Design Exchange, Inc.
July 1999
General Manager of Planning Department, Nippon Intelligent‐Building Systems Corp.
August 1999
Joined Mori Building Development Co., Ltd.
November 2002
Seconded to MT Facility Service Co., Ltd.
November 2003
Joined Global Alliance Realty Co., Ltd. ("GAR")
Co‐general manager of Real Estate Investment Management Division
March 2004
General Manager of Research Department, GAR
July 2005
Deputy Division Head of Real Estate Investment Management
Division and General Manager of Real Estate Investment
Management Department 1st at GAR
April 2006
Retired from GAR
June 2006
Established PM Advisors Co., Ltd.
President of PM Advisors Co., Ltd. (current position)
April 2008
Executive Director of GOR (current position)
・None of the above candidates for executive director own investment units in GOR.
・The candidates have no special interest in GOR.
・Of the above candidates for executive director, Candidate Toshio Saito currently executes various types of business for GOR as an executive director of GOR.
・Candidate Akio Uchida intends to resign as Managing Director of Meiji Yasuda Real Estate
Management Co., Ltd. on 31 March 2016. He will therefore not hold the two posts concurrently.
・Toshio Saito also serves as President of PM Advisors Co., Ltd.
Profiles of Supervisory Director candidates
Candidate No. 1: | Katsuya Natori |
Professional background: | |
April 1986 | Admitted in Japanese Bar Association |
April 1986 | Joined Masuda & Ejiri law offices |
September 1990 | Graduated from University of Washington Law School with a master's degree in law |
January 1991 | Joined Davis Wright Tremaine law offices |
June 1993 | Graduated from Georgetown University Business School with a master's degree in business administration |
July 1993 | Attorney, Exxon Japan |
January 1995 | General Counsel and Director, Public Relations, Apple Computer Japan |
January 1998 | General Counsel, Sun Microsystems Japan |
March 2002 | General Counsel and General Manager, Store Development and Corporate Social Responsibility, Fast Retailing, Co., Ltd. |
January 2004 | General Counsel, IBM Japan |
February 2012 | Established Natori law office (current position) |
April 2012 | External Member, Audit Board, Olympus Co., Ltd. (current position) |
March 2015 | External Board Member, Modec, Inc. (current position) |
December 2015 | External Board Member, Moritex Corporation (current position) |
Global One Real Estate Investment Corporation issued this content on 27 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 06:29:06 UTC
Original Document: http://www.go-reit.co.jp/eng/cms/whats/20160127_150018wT1v.pdf