Governance / Development and Operation of Governance Structure

＊The table does not show all officers’ expertise and experience but rather the areas among the representative skills in which they possess comparatively exceptional abilities.

◆Remuneration for Directors
Remuneration is determined by the Board of Directors, with the upper limits for Directors remuneration (executive director: 1 million yen per month per person, supervisory directors: 800,000 yen per month per person) stipulated in TOKYU REIT’s Articles of Incorporation.

＜Status of Remuneration for Directors＞

Title	Name	Main Other Positions（Note 1）	Total Remuneration
			FP ended Jan. 2025 （FP 43）	FP ended Jul. 2025 （FP 44）
Executive Director	Yoshitaka Kimura	Also holds the position of representative director and president, CEO of Tokyu Real Estate Investment Management Inc.	― （Note 2）	― （Note 2） （Note 3）
Supervisory Director	Maruhito Kondo	Also holds the positions of representative partner at Maruhito Kondo Law Office, etc.	3 million yen	1.5 million yen （Note 3）
Supervisory Director	Takashi Aikawa	Also holds the positions of chief representative at Shinsoh Audit Corporation and outside auditor at SHOEI FOODS CORPORATION.	3 million yen	3 million yen

※Directors Appointed in May 2025

Executive Director	Momoko Sasaki	Also holds the position of representative director and president, CEO of Tokyu Real Estate Investment Management Inc.	― （Note 2） （Note 4）	― （Note 2）
Supervisory Director	Minako Matsumoto	ー	― （Note 4）	1.5 million yen

 (Note 1) The executive director and supervisory directors do not own any TOKYU REIT investment units, either in their own name or another party’s name. Moreover, the supervisory directors may serve as directors for corporations other than those indicated above, but they have no interest in TOKYU REIT, including the above.
 (Note 2) The executive director is not paid remuneration for serving as TOKYU REIT’s executive director.
 (Note 3) As the executive director and supervisory director retired in April 2025, the status up to their term of office is shown.
 (Note 4) The executive director and supervisory director were not paid remuneration for serving as directors of TOKYU REIT directors in these periods as they were appointed in May 2025.

◆Remuneration for Accounting Auditor
Remuneration for the accounting auditor is determined by the Board of Directors, with an upper limit of 15 million yen per fiscal period stipulated in TOKYU REIT’s Articles of Incorporation.

Name	Total Remuneration
	FP ended Jan. 2025 （FP 43)	FP ended Jul. 2025 （FP 44)
PricewaterhouseCoopers Japan LLC	12 million yen	12 million yen

◆Remuneration for Tokyu REIM
Remuneration for Tokyu REIM comprises base 1 remuneration, base 2 remuneration, and incentive fees, based on TOKYU REIT’s Articles of Incorporation.

Please refer to this page, about details of Tokyu REIM’s remuneration.

◆Governance Structure (Tokyu REIM)

Board of Directors	The Board of Directors consists of 2 representative directors (the President and Chief Executive Officer (CEO) and Executive Vice President), 2 full-time directors and 3 part-time directors to ensure oversight of business execution.
Compliance and Risk Management Committee	The Compliance and Risk Management Committee is an advisory body to the Board of Directors that consists of 2 part-time directors of Tokyu REIM and 2 external committee members. It meets at the request of the Board of Directors to discuss important compliance and risk management matters (including matters deemed necessary by the Executive Officer in charge of compliance or the Executive Director of the committee). It also deliberates on important sustainability matters, including climate change risks and opportunities, and on transactions with interested parties and reports to the Board of Directors.
Investment Committee	The Investment Committee is an advisory body to the Board of Directors that consists of Representative Director and President (committee chairman) of Tokyu REIM, Representative Director and Executive Vice President, 3 directors and a professional member qualified as a real estate appraiser. It meets at the request of the Board of Directors to deliberate on and resolve the formulation and revision of the Management Guidelines and Asset Management Plan, the asset allocation for the entire portfolio and investment decisions for individual properties, and reports to the Board of Directors.
Disclosure Committee	The Disclosure Committee consists of General Manager, Finance and IR (committee chairman), General Administration, Compliance Office and Business Planning & Development. Of the information subject to timely disclosure, the committee deliberates on disclosure of facts concerning TOKYU REIT, Tokyu REIM and TOKYU REIT's portfolio, and submits the results to the President and CEO. In principle, such disclosures are made with the approval of the President and CEO.
Sustainability Promotion Committee	The Sustainability Promotion Committee consists of Chief Sustainability Manager (Chief Financial Officer) (committee chairman), full-time directors, executive officers and the heads of each division. Progress and achievement related to matters discussed and reviewed by the committee are regularly reported to the Board of Directors and TOKYU REIT's Board of Directors.
President and CEO	The President and CEO is the chief executive officer of Tokyu REIM as well as the chief compliance and risk management officer.
Auditors	Tokyu REIM has appointed 2 auditors (part-time). It has also established a statutory auditors' secretariat to ensure that their audits are conducted effectively. In principle, the Auditors attend meetings of the Board of Directors, the Compliance and Risk Management Committee and Investment Committee, and conduct audits focusing on the legality of business execution. They also try to enhance the effectiveness of accounting and business audits by working with the Accounting Auditor and Compliance Office, which conducts internal audits, through the statutory auditors' secretariat.
Accounting Auditor	Tokyu REIM has voluntarily chosen to be a company with an Accounting Auditor in accordance with the Companies Act (Act No. 86 of 2005, as amended) and works to ensure the reliability of its financial statements by having its accounts audited by a different auditing firm than TOKYU REIT's Accounting Auditor. In addition, it actively provides information necessary for audits through regular meetings between the Accounting Auditor and representative directors and such.

※Advantages and Disadvantages of Concurrent Positions
The President of Tokyu REIM concurrently holds the position of Executive Director of TOKYU REIT after notifying the Commissioner of the Financial Services Agency on May 9, 2025, in accordance with Article 31-4, Paragraph 1 of the Financial Instruments and Exchange Act. This concurrent position allows for faster and more specific reporting to TOKYU REIT's Board of Directors, a benefit TOKYU REIT takes full advantage of to eliminate the information gap between the Executive Director and contracted parties such as general administrators, asset custodians, lead managing underwriters, property management companies, etc. We are focused on maximizing TOKYU REIT’s Board of Directors’ monitoring of compliance and achieving a high level of quality in this area.
In addition, TOKYU REIT and Tokyu REIM have established an office space, filing system, email address, etc. exclusive for TOKYU REIT's Executive Director separate from the position of President of Tokyu REIM and implemented an approval process as TOKYU REIT's Executive Director, ensuring a system that monitors Tokyu REIM's business processes in order to avoid confusion of responsibilities for executing business.
Although there are possible disadvantages to having the President of Tokyu REIM concurrently serve as TOKYU REIT's Executive Director, such as risks arising from a conflict of interest between the two companies or a decline in monitoring due to an increased workload, TOKYU REIT works to mitigate risks and reduce the burden on those holding concurrent positions by strengthening supervision of executive directors and Tokyu REIM by supervisory directors, while Tokyu REIM conducts fair business operations in accordance with its self-imposed rules on related-party transactions and enhances and delegates authority to officers and employees supporting Tokyu REIM President.

※Management System for TOKYU REIT's Contracted Parties
TOKYU REIT's Board of Directors receives regular business reports and explanations from general administrators and asset custodians regarding the status of general administration and investigates as necessary. It also maintains broad supervision of asset management by requesting detailed explanations and reports from Tokyu REIM.

◆Internal Control

• Resolution on “Basic Policy on Development and Operation of Internal Control System”
  Given that Tokyu REIM is a company entrusted with asset management for a publicly listed real estate investment trust, the Board of Directors voluntarily resolved that matters stipulated in Article 362-4-6 of the Companies Act shall be its “Basic Policy on Development and Operation of an Internal Control System.”

• Establishment of “Internal Control Policy”
  Tokyu REIM has created an “Internal Control Policy” for business operations, and by clarifying basic policies for actual practices, it seeks to enhance the efficiency and efficacy of tasks, the credibility of financial reporting, and compliance with laws and regulations associated with business activities, as well as establish and strengthen an internal control system relating to asset protection.

• Self-Check on Internal Control
  Each year, Tokyu REIM conducts a self-check with respect to the development and operation of the structure on internal control at the request of Tokyu Corporation, the sponsor.

◆Decision-Making Process
For the purpose of achieving a highly efficient and transparent management structure, Tokyu REIM has developed “Management Guidelines” that stipulate necessary matters relating to asset management and capital management and various regulations such as the “Rules on Related-Party Transactions,” which comprise basic rules and specific rules, as voluntary asset management company rules, and it has established an appropriate decision-making process based on these.
When acquiring or disposing of properties, the executive officer responsible for asset development and asset management, who is the Chief Investment Officer (CIO), selects the target asset and submits it to the executive committee for discussion. Then, following review by the executive officer responsible for compliance, who is the Chief Compliance Officer (CCO), and approval by the President and CEO, it is discussed by the Board of Directors. The Board of Directors may discuss the matter in advance with the Investment Committee (decision-making body) and Compliance and Risk Management Committee (discussion body), which serve as advisory bodies. The decision to acquire (dispose of) the property is then made by resolving to approve the proposal while respecting the endorsement, discussion, and findings of each advisory body, as well as any minority opinion report or written opinion submitted by a member of either committee. The details are reported to the TOKYU REIT Board of Directors. For transactions with related parties, discussion by the Compliance and Risk Management Committee and advance approval by TOKYU REIT’s Board of Directors is required.

＜Decision-Making Process When Acquiring or Disposing of Properties＞

◆Measures Against Conflict of Interest
Tokyu REIM has stipulated “Rules on Related-Party Transactions,” which comprise basic rules and specific rules, as voluntary rules, and takes measures to prevent conflicts of interest in transactions with related parties.

*Please refer to this page, about Related Parties

◆Investment Management Fee
Investment management fee structure linked to three performance indices aimed to balance conflicts of interest by “being in the same boat as unitholders.”

(Note) Standard cash flow here shall be the amount derived by subtracting an amount equivalent to 50% each of profit or loss from the sale of specified assets and profit or loss from the valuation of specified assets from the net income before income taxes, plus depreciation and amortization of deferred assets.
＊The above fees are all booked as expenses. TOKYU REIT does not adopt an acquisition incentive fee, which is capitalized on the balance sheet.
＊Apart from the above, TOKYU REIT pays predetermined fees, etc. to an asset custodian, general administrators, PM companies and an independent auditor, among others.

◆Internal Audits
Tokyu REIM examines whether the company's operations are being conducted appropriately and efficiently in accordance with laws, regulations and internal rules, reports the results to the Board of Directors and the President and CEO and makes recommendations for improvement to the divisions subject to internal audits. In addition, for matters that have been pointed out to each division in internal audits, Tokyu REIM conducts a follow-up audit to understand the progress in such responses as well as reflect them on the internal audit plan for the next fiscal year. Internal audits cover all organizations, divisions and operations, and in cases where some operations are outsourced to outside parties, the status of management by the outsourcing divisions is also included. In addition, internal audits that take in independent and objective perspectives are conducted by entrusting internal audit work to outside third parties.

＜Major internal audit items＞ （１）Status of internal control systems （２）Status of compliance systems, including prevention of complaints, accidents, fraud and violations of laws, regulations and Tokyu REIM's internal rules (Tokyu REIM Code of Conduct, etc.), as well as detection and handling after detection （３）Status of risk management systems, including prevention of risks in business and operations and measures to deal with risks when they materialize （４）Status of information security systems, including assurance of effectiveness, efficiency, reliability, compliance and safety in information management, such as personal information management and system management, as well as handling of incidents and failures, including loss, leakage, falsification, destruction and unauthorized access （５）Other necessary matters