Japan Metropolitan Fund Investment CorporationTSE: 8953

Notice Concerning Company Split of the Asset Manager（PDF：399.1KB）

· Issued by Japan Metropolitan Fund Investment Corporation

To all concerned parties:

Investment Corporation

August 25, 2025

Japan Metropolitan Fund Investment Corporation (Tokyo Stock Exchange Company Code: 8953) Representative: Masahiko Nishida, Executive Director

URL: https://www.jmf-reit.com/english/ Asset Management Company

KJR Management

Representative: Keita Araki,

President & Representative Director

Inquiries: Tadateru Kitaoka,

Executive Director, Capital Markets Department

TEL: +81-3-5293-7081

Notice Concerning Company Split of the Asset Manager

We announce that KJR Management (the “Asset Manager”), the asset management company to which Japan Metropolitan Fund Investment Corporation (“JMF”) entrusts its asset management, at the Board of Directors' Meeting held today, resolved to undertake an absorption-type company split (the “Company Split”), with October 1, 2025 as the effective date of the absorption-type company split, whereby the Asset Manager, which is the splitting company in the Company Split, will cause KJRM Private Solutions (hereinafter referred to as “KPS”), which is the successor company in the Company Split that is the subsidiary of KJRM Holdings (shareholding ratio: 100%) which is the parent company of the Asset Manager (shareholding ratio: 100%), to take over the rights and obligations relating to the private fund business of the Asset Manager, and entered into an absorption-type company split agreement (the “Company Split Agreement”) today, as described below.

  1. Objective of the Company Split

    The Asset Manager and KPS have executed the Company Split Agreement today, and are scheduled to undertake the Company Split, with October 1, 2025 as the effective date of the absorption-type company split, whereby KPS, the subsidiary of KJRM Holdings (shareholding ratio: 100%) which is the parent company of the Asset Manager (shareholding ratio: 100%), will be the successor company in the Company Split and the Asset Manager will be the splitting company in the Company Split. The Company Split is to be undertaken for KPS, the successor company in the Company Split, to take over the rights and obligations relating to the private fund business of the Asset Manager from the Asset Manager, the splitting company in the Company Split, for the purpose of strengthening the system for conflict of interest management, etc.

    <_reference3a_ outline="" of="" organizational="" change="" by="" the="" company="" split="">

    (Note) The above diagram is intended to provide an easier understanding of the outline of organizational change by the Company Split and shows the contents of business and capital relationships of the Asset Manager, KJRM Holdings and KPS after the Company Split.

  2. About conflicts of interest

    The Asset Manager has been entrusted with the asset management business by JMF which invests in retail facilities, office buildings, residences, hotels and mixed-used properties for these purposes and the Industrial & Infrastructure Fund Investment Corporation which invests in the industrial real estate. After the Company Split, KPS may be entrusted by real estate funds, etc. other than JMF and the Industrial & Infrastructure Fund Investment Corporation (including, but not limited to, a special purpose company which is an investment vehicle, other forms of a corporation or a partnership, or a trustee, etc.; hereinafter referred to as the “Private Funds”) with the discretionary investment business and the investment advisory business, etc. Therefore, there is the possibility of a conflict of interest upon property acquisitions, etc, between JMF or the Industrial & Infrastructure Fund Investment Corporation and the Private Funds by which KPS is entrusted with the discretionary investment business and the investment advisory business, etc. For this reason, even after the Company Split, the KJRM Group to which the Asset Manager belongs (meaning the corporate group consisting of KJRM Holdings, Asset Manager and KPS) as a whole will maintain rules substantially equivalent to the rules regarding preferential consideration rights for investment information of the Asset Manager before the Company Split. Also, since the Private Funds by which KPS is entrusted with the discretionary investment business and the investment advisory business, etc. continue to fall under the “Stakeholders” under the rules for transactions with related parties of the Asset Manager even after the Company Split, in transactions between JMF or the Industrial & Infrastructure Fund Investment Corporation and such Private Funds, necessary procedures, etc. will be conducted in accordance with the rules for transactions with related parties of the Asset Manager. As a result, any conflicts of interest between JMF or the Industrial & Infrastructure Fund Investment Corporation and the Private Funds by which KPS is entrusted with the discretionary investment business and the investment advisory business, etc. will be prevented even after the Company Split.

  3. Overview of the Company Split

    1. Schedule of the Company Split

      Meeting of the Board of Directors to approve the Company Split Agreement

      August 25, 2025

      Date of execution of the agreement

      August 25, 2025

      Due date of the company split

      October 1, 2025 (scheduled)

      Date of registration of the company split

      Early October 2025 (scheduled)

      Date of notification submitted to Prime Minister

      Early October 2025 (scheduled)

      (Note) The effectiveness of the Company Split is subject to the condition that KPS has obtained necessary permits and licenses for the operation of its private fund business (including, but not limited to, membership in the Japan Investment Advisers Association and the Type II Financial Instruments Firms Association), and the schedule of the Company Split is subject to change based on agreement between the Asset Manager and KPS if such condition is not met or if it is otherwise necessary depending on the progress of the procedures for the Company Split and others.

    2. How the Company Split is implemented and other details

      1. How the Company Split is implemented

        In the Company Split, the Asset Manager is to be the splitting company in the Company Split and KPS is to be the successor company in the Company Split. To implement the Company Split, each of the Asset Manager and KPS plans to receive approval for the Company Split Agreement by a resolution at the general meeting of shareholders to be implemented on September 16, 2025 (including a resolution in writing pursuant to the provision of Article 319, paragraph (1) of the Companies Act). The effective date will be October 1, 2025.

      2. Rights and obligations taken over by the successor company and prospect of performance of such obligations

        KPS is to take over from the Asset Manager the rights and obligations relating to the private fund business of the Asset Manager.

        The Asset Manager is to continue the asset management business and other businesses relating to JMF and Industrial & Infrastructure Fund Investment Corporation after the Company Split.

    3. Profile of the parties to the Company Split (as of the date of this press release)

      Splitting company in the Company Split

      Successor company in the Company Split

      (1) Name

      KJR Management

      KJRM Private Solutions

      (2) Address

      Tokyo Building, 7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo

      Tokyo Building, 7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo

      Name and official

      (3) position of representative

      Keita Araki, President & Representative Director

      Satoshi Yamamura, Representative Director

      (4) Business

      Investment management business

      Investment management business, etc.

      (5) Capital

      500

      110

      (6) Established

      November 15, 2000

      January 6, 2025

      (7) Net assets

      7,797 (as of December 31, 2024)

      110 (as of January 6, 2025)

      (8) Total assets

      11,884 (as of December 31, 2024)

      110 (as of January 6, 2025)

      Major shareholders

      (9) and

      Shareholding ratio

      KJRM Holdings (100%)

      KJRM Holdings (100%)

      (10) Relationships between JMF / Asset Manager and the other party

      Capital relationship

      There is no capital relationship required to be disclosed among JMF, the splitting company in the Company Split and the successor company in the Company Split.

      Personal relationship

      There is no personal relationship required to be disclosed between JMF and the successor company in the Company Split. As of today, Naoki Suzuki, the Director, Chairman (part-time) of the splitting company in the Company Split, serves as a director of the successor company in the Company Split, and Hideaki Miyauchi, the Auditor (part-time) of the splitting company in the Company Split, serves as an auditor of the

      successor company in the Company Split, respectively.

      Business relationship

      As of today, there is no business relationship between JMF, the splitting

      company in the Company Split and the successor company in the Company Split.

      Applicability to related parties

      As of today, the successor company in the Company Split is a company with the same parent company as the splitting company in the Company Split, and therefore falls under a related party.

      (millions of yen, unless otherwise noted)

    4. Overview of the business divisions to be split or succeeded

      The Asset Manager will hand over the rights and obligations relating to the private fund business of the Asset Manager to KPS.

    5. Status of the asset manager after the Company Split (as of October 1, 2025)

    (1) Name

    KJR Management

    (2) Address

    Tokyo Building, 7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo

    (3) Name and position of representative

    Keita Araki, President & Representative Director

    (4) Business

    Investment management business

    (5) Capital

    500 million yen

    (6) Net assets

    TBD

    (7) Total assets

    TBD

  4. Future prospects

  1. Changes to the investment corporation's asset management agreement As of today, there are no plans of any changes.

  2. Changes to the organization of the asset manager

    In connection with the Company Split, the Private Solutions Division will be abolished, and the rules regarding preferential consideration rights for investment information and the responsibilities of each department etc. will be revised. Additionally, the Sustainability Committee of the Asset Manager will be abolished. Please refer to Attachment “Explanatory Materials” for details of the organization of the Asset Manager after the Company Split.

  3. Changes to the decision-making organization for investment management As of today, there are no plans of any changes.

  4. Changes to the rules regarding compliance and stakeholders, etc. As of today, there are no plans of any changes.

  5. Changes to the investment policy

    As of today, there are no plans of any changes.

  6. Changes to the agreements with sponsors, etc. As of today, there are no plans of any changes.

  7. Forecast for the continued listing of the investment corporation JMF plans to remain listed.

  8. Future policies, etc.

Regarding the Company Split, the Asset Manager will follow procedures required under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended), the Real Estate Brokerage Act(Act No. 176 of 1952, as amended) and other applicable laws and regulations.