Tokyu REIT : Notice Concerning Change of Property Management Company

June 24, 2022

Real Estate Investment Trust Unit Issuer:

TOKYU REIT, Inc.

1-12-1, Dogenzaka,

Shibuya-ku, Tokyo, 150-0043, Japan

Kazuyoshi Kashiwazaki

Executive Director

(Securities Code: 8957)

Investment Management Company:

Tokyu Real Estate Investment Management Inc.

Representative:

Kazuyoshi Kashiwazaki

Representative Director & President, Chief Executive Officer

Inquiries:

Yuji Shimizu

General Manager, Finance and IR

TEL: [phone]

Notice Concerning Change of Property Management Company

TOKYU REIT, Inc. ("TOKYU REIT") today announced that its investment management company, Tokyu Real Estate Investment Management Inc. ("Tokyu REIM"), had decided to change the property management company (the "PM Company"). Brief details are as follows.

1. Overview of the Change

TOKYU REIT plans to change the PM Company for the 23 properties in its assets under management on August 1, 2022, as follows.

Property Name		PM Company
Before		After
QFRONT
TOKYU REIT Shibuya Udagawa-cho Square
cocoti
CONZE Ebisu
TOKYU REIT Shimokitazawa Square
TOKYU REIT Jiyugaoka Square
Tokyu Nampeidai-cho Building
Tokyu Sakuragaoka-cho Building
TOKYU REIT Kamata Building
TOKYU REIT Toranomon Building
Tokyu Ikejiri-ohashi Building			Tokyu Property Management
TOKYU REIT Shinjuku Building	Tokyu Corporation
	Co., Ltd.
Tokyu Ginza 2-chome Building
TOKYU REIT Shibuya R Building
Tokyu Toranomon Building
TOKYU REIT Shinjuku 2 Building
Tokyu Bancho Building
TOKYU REIT Ebisu Building
Shibuya Dogenzaka Sky Building
TOKYU REIT Shibuya Miyashita Koen Building
Aoyama Oval Building
Meguro Higashiyama Building
STYLIO FIT Musashikosugi

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Company Name

Head Office Address

Representative

Business Activities

Capital

Foundation Date

1. Rationale
   TOKYU REIT had received an offer from Tokyu Corporation to which it entrusts the PM business of its assets under management to the effect that it would sequentially transfer the PM business it is entrusted with to Tokyu Property Management Co., Ltd. starting from April 2021 with an aim to improve the quality of services through integrated development of real estate operation business and real estate management business. As a result, with the consent of TOKYU REIT, Tokyu Corporation re-entrusted the PM business to Tokyu Property Management Co., Ltd. on its own responsibility from August 2021.
   TOKYU REIT will change the property management company to Tokyu Property Management Co., Ltd. in August 2022 to directly entrust the PM business to the company as it has judged that it is possible for the company to execute business at the same level as Tokyu Corporation, which is the current property management company, based on the actual results of the PM business of Tokyu Property Management Co., Ltd. and the evaluation of its PM business capability by external organizations.
2. Overview of the New Property Management Company

Tokyu Property Management Co., Ltd.

4-10-2, Yoga, Setagaya-ku, Tokyo

Tsuneo Kihara, Representative Director & President

Operation and management of buildings, structures and attached facilities

Sale, mediation and consulting of products related to energy saving and environmental measures, and electric appliances

Contracting of design, construction and supervision of construction and equipment installation work

Operation, management, transaction, leasing, brokerage and mediation of land and buildings and assumption of entrustment thereof

¥100 million (as of March 31, 2022)

October 11, 1961

Relationship between the Investment Corporation or its Investment Management Company and the Company

The Company is a wholly owned subsidiary of Tokyu Corporation, the parent company of Capital Relationship Tokyu REIM. Tokyu Corporation holds 5.01% of the total number of investment units of

TOKYU REIT issued and outstanding as of January 31, 2022.

	Personnel	There is no personnel relationship to state between TOKYU REIT or its investment
	Relationship	management company and the Company.
		The Company falls under the category of subcontractor of PM business and maintenance
	Business	business of TOKYU REIT's assets under management and the party to which repair work
	Relationship	is outsourced. It also falls under the category of lessee of Setagaya Business Square which
		was disposed by TOKYU REIT on December 1, 2021.
	Status of	Tokyu Corporation, the parent company of the Company, is the parent company of Tokyu
	Classification	REIM, and the Company falls under the category of related party of TOKYU REIT and
	as Related Party	Tokyu REIM.

4. Transactions with Interested Persons, Etc.

Tokyu Property Management Co., Ltd. falls under the category of Related Party (Note), to which the self-imposed rules "Rules on Related-Party Transactions" of Tokyu REIM are applied, upon implementing the procedures in accordance with the Rules on Related-Party Transactions, TOKYU REIT shall enter into a property management agreement. As for the property management fees, a written opinion has been acquired from Urban Research Institute Corporation that confirms that the compensation is in line with the general level of fees paid by other investment corporations, etc., listed on the Tokyo Stock Exchange.

With respect to the transaction with a related party, etc., outlined above, multiple checks have been conducted based on the Rules on Related-Party Transactions, and based on the above results, they have been approved by TOKYU REIT's board of directors

(Note) Related Party includes Interested Persons, etc., as defined in Article 123 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations, as well as any entity that falls under the following (1) to (3):

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1. Tokyu Corporation and its subsidiaries (any entity that falls under the following); ・ Tokyu Corporation;
   ・ A consolidated subsidiary of Tokyu Corporation;

• A tokutei mokuteki kaisha (TMK) or special purpose entity (SPE) that was established based on the intention of Tokyu Corporation or a consolidated subsidiary of Tokyu Corporation and where the share of investment by silent partnership or other investment shares in that entity by the respective company exceeds 50%;

1. Affiliates within the scope of consolidation of Tokyu Corporation;
2. Tokyu Fudosan Holdings Corporation and its subsidiaries (any entity that falls under the following); ・ Tokyu Fudosan Holdings Corporation ("Tokyu Fudosan Holdings");
   ・ A consolidated subsidiary of Tokyu Fudosan Holdings;

• A tokutei mokuteki kaisha (TMK) or special purpose company (SPC) that was established based on the intention of Tokyu Fudosan Holdings or a consolidated subsidiary of Tokyu Fudosan Holdings and where the share of investment by silent partnership or other investment shares in that entity by the respective company exceeds 50%.

5. Outlook

The above change in PM Company will have a minimal effect on the operating conditions for the fiscal period ending January 2023, and thus there will be no change to the forecasts.

This notice may contain forward-looking statements, such as current plans, strategies, and future performance. These forward-looking statements are based on judgments obtained from currently available information. Please be advised that, for a variety of reasons, actual results may differ materially from those discussed in the forward-looking statements. Events that might affect actual results include, but are not limited to, fluctuations of the real estate market in Japan, general conditions of the Japanese economy, competitive pressure, and relevant regulations.

This notice is a translation of the original document in Japanese and is prepared solely for the convenience of non-Japanese speakers. There is no assurance as to the accuracy of the English translation. The original Japanese notice shall prevail in the event of any discrepancies between the translation and the Japanese original.

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