July 16, 2025
For Immediate Release
REIT Issuer HEIWA REAL ESTATE REIT, Inc.
5-1 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo Aya Motomura, Executive Director
(Securities Code: 8966) Asset Management Company
HEIWA REAL ESTATE Asset Management CO., LTD. Masanori Hirano, Representative Director, President and Chief Executive Officer Inquiries: Naomi Kawasaki, General Manager of Planning & Finance Department
TEL. +81-3-3669-8771
Notice Concerning Partial Amendment to the Articles of Incorporation and the Appointment of Directors
HEIWA REAL ESTATE REIT, Inc. (the "Investment Corporation") announced today that it has decided to refer the partial amendment to the Articles of Incorporation and the appointment of directors to the 20th general meeting of investors (the "General Meeting of Investors"), which is scheduled to be held on August 29, 2025, as described below.
The following matters will go into effect upon approval by the General Meeting of Investors.
Details
Partial amendment to the Articles of Incorporation
The followings are reasons for amending the Articles of Incorporation.
The Investment Corporation proposes to change certain provisions of its Articles of Incorporation in line with the enforcement as of April 1, 2022 of the Supplementary Provisions provided for in Article 29 of the Supplementary Provisions of the Act for Partial Revision of the Electricity Business Act for Establishing Resilient and Sustainable Electricity Supply Systems (Act No. 49 of 2020) and with the revision to change the name of the law "Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities (Act No. 108 of 2011)" to "Act on Special Measures Concerning Promotion of Utilization of Electricity from Renewable Energy Sources (Act No. 108 of 2011)." (Article 26, Paragraph 4, Item 14 after proposed changes)
The Investment Corporation proposes to extend the scope of interested parties to include all shareholders of the asset management company and officers, etc. of the asset management company for the purpose of further strengthening the prevention of acts of conflict of interest. (Article 38 after proposed changes)
Appointment of directors
Aya Motomura, Executive Director, and Noriyuki Katayama and Hiroyuki Owada, Supervisory Directors, submitted their resignations at the conclusion of the General Meeting of Investors in order to adjust their terms of office. Therefore, a proposal will be submitted to elect one Executive Director and two Supervisory Directors at the
General Meeting of Investors.
If there are no Executive Directors in office, there will be a shortfall in the number of such directors specified by laws and regulations. In consideration of such possibility, the proposal of appointing one alternate Executive Director on August 29, 2025 is being submitted. According to paragraph 2 of Article 18 in the Articles of Incorporation, any resolution on the selection of alternate Executive Directors shall remain in effect until the term of the directors expires.
Candidate for Executive Director Aya Motomura (reappointment)
Candidates for Supervisory Director Noriyuki Katayama (reappointment) Hiroyuki Owada (reappointment)
Candidate for alternate Executive Director Masanori Hirano (reappointment) (Note)
(Note) Masanori Hirano (candidate for alternate Executive Director) is the Representative Director, President and Chief Executive Officer of HEIWA REAL ESTATE Asset Management CO., LTD.
Schedule
July 16, 2025 : Approval of the proposals to be submitted to the 20th General Meeting of Investors by the board of directors
August 13, 2025 : Issue of Notice of Calling the 20th General Meeting of Investors (scheduled) August 29, 2025 : The 20th General Meeting of Investors (scheduled)
* Investment Corporation Website: https://www.heiwa-re.co.jp/en/