Reinvestment of Capital Generated through TOKYU REIT

Tokyu Corporation and its subsidiaries may reinvest cash collected from selling properties to TOKYU REIT into real estate development along Tokyu lines area and other businesses. This reinvestment contributes to invigorating economic activities in areas along Tokyu railway lines, and thus improves the added value of areas targeted for investment by TOKYU REIT and both maintains and improves the value of properties it possesses.

A memorandum relating to the purchase and sale of real estate (the Memorandum") was concluded between Tokyu Corporation, TOKYU REIT and the asset management company ("Tokyu REIM").

An overview of the Memorandum is as follows

  1. In the event Tokyu Corporation intends to sell real estate assets which TOKYU REIT may invest in, it shall first make a written offer to sell it to TOKYU REIT through Tokyu REIM, and in the event Tokyu REIM and Tokyu Corporation basically agree on purchasing terms and conditions, Tokyu Corporation and Tokyu REIM shall hold discussions towards concluding a purchase agreement in good faith. In the event a purchase agreement is not concluded within a certain period of time, Tokyu Corporation may make an offer to sell it to a third party (however, in the event the sales price presented to the third party is the same or lower than the purchase price presented to Tokyu REIM, and Tokyu Corporation has the intention of selling the said real estate assets as of that moment, Tokyu Corporation must make an offer to sell the said real estate assets to Tokyu REIM once again). Tokyu Corporation has the right not to apply this rule under certain conditions.
  2. In the event Tokyu REIM intends to sell real estate assets which were sold to TOKYU REIT from Tokyu Corporation and its subsidiaries or a warehousing SPC after the Memorandum is concluded, it shall first make an offer to sell it to Tokyu Corporation, and in the event Tokyu Corporation and Tokyu REIM basically agree on purchasing terms and conditions, Tokyu Corporation and Tokyu REIM shall hold discussions towards concluding a purchase agreement in good faith. In the event a purchase agreement is not concluded within a certain period of time, Tokyu REIM may make an offer to sell it to a third party (however, in the event the sales price presented to the third party is the same or lower than the purchase price presented by Tokyu Corporation, and Tokyu REIM has the intention of selling the said real estate assets as of that moment, Tokyu REIM must make an offer to sell the said real estate assets to Tokyu Corporation once again). Tokyu REIM has the right not to apply this rule under certain conditions. Moreover, only this rule number (iv) shall apply even in the event Tokyu REIM ceases to be the asset management company of TOKYU REIT.
  3. Under certain conditions, such as TOKYU REIT facing difficulties in directly acquiring real estate assets due to time constraints in carrying out a transaction, TOKYU REIT and Tokyu REIM may make requests for warehousing (Note) to Tokyu Corporation. In the event Tokyu Corporation intends to conduct warehousing, Tokyu Corporation shall make its utmost effort to acquire the said real estate assets by itself, or through its subsidiary or a warehousing SPC, and in the event an acquisition of the said real estate assets has been made, it shall own them for a certain period of time. Following that, it shall first conduct negotiations with Tokyu REIM concerning transfer of the said real estate assets to TOKYU REIT. In addition, the acquisition price to be paid by TOKYU REIT to the entity that conducted the warehousing shall be the fair price which is agreed on between TOKYU REIT and the entity that conducted the warehousing at the time of concluding the purchase agreement.
    (Note) "Warehousing" refers to the act of Tokyu Corporation and its subsidiaries or a warehousing SPC acquiring investment properties solely for the purpose of owning it until the time it sells it to TOKYU REIT in the future.
  4. In the event Tokyu REIM requests cooperation from Tokyu Corporation's consolidated subsidiaries in accordance with the above procedures to TOKYU REIT and Tokyu REIM, Tokyu Corporation shall have the consolidated subsidiaries provide cooperation which Tokyu REIM requires.
  5. No time limit is set for the Memorandum. However, the Memorandum shall immediately cease to be effective in the event Tokyu REIM ceases to be the asset management company of TOKYU REIT, except for rule (iv) above.

Under a trademark license agreement between Tokyu Corporation and TOKYU REIT, Tokyu Corporation permits TOKYU REIT to use the "TOKYU" trademark (including such trademark as it appears in the Japanese language). The trademark license agreement will automatically terminate if Tokyu REIM ceases to be TOKYU REIT's asset manager, and may be terminated by Tokyu Corporation if TOKYU REIT does not comply with, or change materially, the basic investment policies set forth in TOKYU REIT's articles of incorporation.