August 29, 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 Changes to the Internal Rules (Management Guidelines) of HEIWA REAL ESTATE Asset Management Co., LTD
HEIWA REAL ESTATE REIT, Inc. (the "Investment Corporation") announced today that, following the approval of Proposal No. 1 (Partial Amendment to the Articles of Incorporation) at the General Meeting of Unitholders held today, HEIWA REALESTATE Asset Management Co., Ltd. (the"Asset Management Company"), the manager of the Investment Corporation, resolved at its Board of Directors meeting on July 16 to amend its internal rules, the "Guidelines for Management Operations for HEIWA REAL ESTATE REIT, Inc." (the"Management Guidelines"), effective August 29, 2025.
Details
Reasons for change
The Investment Corporation proposesto 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.
Specifics of change
The major changes are shown below. (Updated content is underlined.)
Before change
Ⅺ. GovernanceCorporate Structure (1)though(3) (Omitted)
(4) Compliance Committee
Committee
(Omitted)
Main matters deliberated
upon
Incorporation, regulations and other rules
referred to as "interested parties")
Deliberation
Method,etc
(Omitted)
Status of legal compliance in the establishment, revision or abolition of the Articles of
Status of legal compliance in the formulation and modification of policies, plans and other initiatives related to the investment and management of managed assets
Status of legal compliance in the process of executing the acquisition or sale of managed assets
Status of legal compliance in general business affairs
Existence and appropriateness of transactions with persons defined as interested persons, etc., under the Act on Investment Trusts and Investment Corporations and the Financial Instruments and Exchange Act; companies that hold more than 10% of the total voting rights of all shareholders of the Investment Corporation; companies, etc., that hold more than 50% of the total voting rights of all shareholders, etc., of such companies, etc.; and companies, etc., that provide advice, etc., regarding the management or operation of the assets of such parties (hereinafter
The Investment Corporation has established a Compliance Committee, as an organization under the oversight of the Board of Directors. The outline of the committee is as follows.
though 3. (Omitted)
Restrictions on transactions with interested parties
The scope of interested parties includes those defined as interested persons, etc., under Article 201, Paragraph 1 of the Act on Investment Trusts and Investment Corporations; Article 123 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations; Article 31-4, Paragraph 3 and Paragraph 4 of the Financial Instruments and Exchange Act; Article 15-16 of the Order for Enforcement of the Financial Instruments and Exchange Act; and Article 33 and Article 34 of the Cabinet Office Ordinance on Financial Instruments and Exchange Business, etc.; as well as companies that hold more than 10% of the total voting rights of all shareholders of the Investment Corporation, as provided for under the Investment Corporation's Conflict of Interest Prevention Regulations (hereinafter referred to as the "Conflict of Interest Prevention Regulations"); companies, etc., that hold more than 50% of the total voting rights of all shareholders, etc., of such companies, etc.; and companies, etc., that provide advice, etc., regarding the management or operation of the assets of such parties.
though(4) (Omitted)
After change
Ⅺ. Governance 1.Corporate Structure
(1)though(3) (Remains unchanged)
(4) Compliance Committee
Committee members | (Remains unchanged) |
Main matters deliberated upon |
|
Deliberation Method,etc | (Remains unchanged) |
The Investment Corporation has established a Compliance Committee, as an organization under the oversight of the Board of Directors. The outline of the committee is as follows.
2.though3. (Remains unchanged)
4. Restrictions on transactions with interested parties
The scope of interested parties includes those defined as interested persons, etc., under Article 201, Paragraph 1 of the Act on Investment Trusts and Investment Corporations; Article 123 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations; Article 31-4, Paragraph 3 and Paragraph 4 of the Financial Instruments and Exchange Act; Article 15-16 of the Order for Enforcement of the Financial Instruments and Exchange Act; and Article 33 and Article 34 of the Cabinet Office Ordinance on Financial Instruments and Exchange Business, etc.; as well as shareholders and officers of the Investment Corporation, as provided for under the Investment Corporation's Conflict of Interest Prevention Regulations (hereinafter referred to as the "Conflict of Interest Prevention Regulations"); companies for which shareholders or officers of the Investment Corporation hold more than 50% of the total voting rights of all shareholders, etc.; and companies, etc., that provide advice, etc., regarding the management or operation of the assets of such parties
through (4) (as current)
3. Future outlook
This change to the Management Guidelines will not affect the state of asset management of the Investment Corporation.
* Investment Corporation Website: https://www.heiwa-re.co.jp/en/
DISCLAIMER:
Heiwa Real Estate REIT, Inc. makes no assurance or warranty with respect to the completeness or accuracy of this English translation. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. For complete and accurate information, please refer to the Japanese original.