Activia Properties, Inc.TSE: 3279

Notice Concerning Changes in Organizational Structure and Directors of the Asset Management Company

· Issued by Activia Properties, Inc.

March 27, 2026

For Immediate Release

Activia Properties Inc. 21-1, Dogenzaka 1-chome, Shibuya-ku, Tokyo

Manabu Kamikawara

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: +81-3-6455-3377)

Notice Concerning Changes in Organizational Structure and Directors of the Asset Management Company

Activia Properties Inc. ("API") announces that, TLC REIT Management Inc. ("TRM"), to which API entrusts its asset management operations, has decided on the following matters today.

  1. Organizational Structure Changes in TRM (scheduled to be effective on April 1, 2026)

    1. Abolition of the Environmental Engineering Department and Transfer of Its Responsibilities

      To enhance asset management operations by ensuring swift decision-making and flexibility within the management divisions of TRM, the matters previously responsible by the Environmental Engineering Department - including repairs and other works for API's managed assets, as well as due diligence support and technical support for real estate assets, etc. to be incorporated - will be transferred to the Asset Management Department, and the Environmental Engineering Department will be abolished.

    2. Organizational Chart and Business Overview of Each Department

      For the organizational charts of TRM before and after the changes, please refer to Attachment 1, "Organizational Chart of TRM". In addition, for the business overview of each department after the organizational structure changes, please refer to Attachment 2, "Business Overview of Each Department after the Organizational Structure Changes".

  2. Changes of Directors of TRM

    At the Board of Directors Meeting of TRM held today, it was resolved to submit a proposal for resolution to elect two new directors at an Extraordinary General Meeting of Shareholders to be held in written form pursuant to Article 319, Paragraph 1 of the Companies Act.

    1. Newly Appointed Directors (scheduled to assume office on April 1, 2026) Shoji Inaba, Director and Senior Managing Executive Officer

      Hirokazu Iritani, Director (Part-time)

      (Note 1) The appointments of the Directors will be formally decided upon approval at the Extraordinary General Meeting of Shareholders to be held in written form.

      (Note 2) The brief biographies of the newly appointed Directors are set forth in Attachment 3.

    2. Resigning Director (scheduled to resign on March 31, 2026) Shunsuke Tomoi, Director (Part-time)

Regarding the changes, TRM will carry out necessary notifications and other arrangements pursuant to the provisions of the Financial Instruments and Exchange Act, the Real Estate Brokerage Act and other applicable laws and regulations.

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

Organizational Chart of TRM Before the changes



After the changes



Business Overview of Each Department after the Organizational Structure Changes

(Changes are underlined)

Department

Summary of duties

Strategic Management Department, Activia Management Division

Matters concerning:

・Establishment of investment policies such as asset management guidelines, etc. for API

・Establishment of management policies for API's managed assets

・Establishment of basic policies of overall portfolio and asset management plans, etc. for API

・Establishment of dividend distribution policy for API

・Financing (investment units) for API

・IR and disclosures of API

・Management of API's Surplus Funds

Asset Management Department, Activia Management Division

Matters concerning:

・Establishment of income and expenditure plan by property (including property management plans) for API

・Establishment of asset management plans for API

・Repairs and other works for API's managed assets

・Due diligence support and technical support for real estate assets, etc. to be incorporated

Asset Investment Department 1 Asset Investment Department 2

Matters concerning:

・Collection of information related to real estate, etc. having the potential to be incorporated into the investment corporations' portfolios

  • Acquisition and disposition of real estate, etc. for and of the investment corporations

・Due diligence of real estate, etc.

・Operation of Acquisition Priority Review Meeting

Sustainability Department

Matters concerning:

・ESG investment

・Environmental responsiveness of properties of the investment corporations

・Operation of Sustainability Promotion Council

Finance & Accounting Department

Matters concerning:

・Establishment of financial plan for the investment corporations

・Financing (borrowings and investment corporation bonds) for the investment corporations

・Accounting and financial settlement for the investment corporations

・Calculation of dividend and distribution, etc. for the investment corporations

・Management strategy, financial accounting and budget plan

Human Resources Department

Matters concerning:

・Overall HR & labor

・In-house education and training

Department

Summary of duties

Corporate Planning Department

Matters concerning:

・Operation of Unitholders' Meeting and Board of Directors Meeting of the investment corporations

・Overall corporate planning and administration

・Establishment and abolishment of internal rules and other various rules

・Overall general affairs and administrative affairs

・Operation of the Shareholders' Meeting, Board of Directors Meeting and Investment Committee

・Management and storage of important documents, seal, etc.

・Supervision of information security operation

・Crisis management

・Information system and IT infrastructure

・Promotion of digital transformation

Compliance Department

Matters concerning:

・Supervision of establishment and implementation of basic policies related to compliance

・Management of compliance with laws and ordinances

・Establishment of compliance program

・Follow-up of the law system and structure of investment trust

・Confirmation and management of important legal documents such as contracts

・Response to and management of incidents and complaints

・Response to and management of legal disputes such as lawsuits and mediation

・Supervision of risk management

・Response to supervisory authorities

・Operation of Compliance Committee

Internal Audit Department

Matters concerning:

・Proposal of internal audit plan

・Implementation of internal audit

・Preparation of records of internal audit investigation, internal audit reports and directions

・Other matters related to internal audit

(Note) Only the business overview of departments related to the management of API's assets is shown.

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