Timely Disclosure Rules

Real Estate Investment Trust prices are subject to fluctuations in the market in accordance with the prices of the real estate in which they invest. Issuers of REITs are required to conduct timely and appropriate disclosure of information relating to the investment corporation or asset management company (additional issue of shares, borrowing of loans, etc.) and details regarding asset management (delivery/acquisition, incidental losses related to managed assets, etc.) pursuant to Rule 1213 of the TSE Securities Listing Regulations.

At the end of the accounting period, information such as dividend estimates and the value of assets under management must be included in the company's earnings report (kessan tanshin).

Moreover, reports on the management system and structure of issuers of REITs are required to be available for public inspection in order to continuously provide information regarding such management structure to investors.
Specific timely disclosure criteria are as follows (abbreviated for contract-type investment trusts).

Information related to REITs, asset management company, etc.

Category Details
Information related to Decisions by Investment Corporation
  1. Reverse splits or splits of investment units;
  2. Additional issue or secondary offering of investment units;
  3. Subscription to investment corporation bonds or borrowing of funds;
  4. Merger;
  5. Alteration of a rule or dissolution;
  6. Application pertaining to delisting of a real estate investment trust security to a financial instruments exchange in Japan;
  7. Petition for commencement of bankruptcy proceedings and commencement of rehabilitation proceedings;
  8. Change in certified public accountants, etc. who prepare audit certification of financial statements, etc. or interim financial statements, etc. contained in a securities report or an interim report;
  9. Administrative works relating to the investor register will not be entrusted to an agent approved by the Exchange;
  10. Conclusion of an entrustment contract pertaining to asset management, or cancellation of such contract;
  11. Distribution of Money;
  12. Request prescribed in Article 166, Paragraph 6, Item 4 of the Act, or Article 167, Paragraph 5, Item 5 of the Act;
  13. Acquisition of Own Investment Units pursuant to the Provisions of Article 136, Paragraph 2 of the Investment Trust Act
  14. Gratis Allotment of Investment Unit Warrants
  15. Deducting all or part of the Loss from the Total Amount of Investment pursuant to Article 136, Paragraph 2 of the Investment Trust Act
  16. important matters related to a listed real estate investment trust security, or the operation, business or assets of such investment corporation which have a remarkable effect on investors’ investment decisions;
Information on Occurrence of Fact related to Investment Corporation
  1. Business improvement order pursuant to the provisions of Article 214 of the Investment Trust Act;
  2. Fact causing delisting of a specified security (meaning a specified security prescribed in Article 163, Paragraph 1 of the Act; the same shall apply hereinafter in this (b)) or options pertaining to a specified security;
  3. The amount of net assets is likely to fall below the base net asset value specified in Article 124, Paragraph 1 of the Investment Trust Act;
  4. Notice of cancellation of registration pursuant to the provisions of Article 215, Paragraph 2 of the Investment Trust Act;
  5. Change in certified public accountants, etc. who carry out audit certification of financial statements, etc. or interim financial statements, etc. contained in a securities report or an interim report (excluding a case of disclosing the details on the basis of the provisions of the preceding a., where a body which decides business execution has made a decision on changing such certified public accountants, etc. (including cases where it has made a decision that it will not carry out matters pertaining to such decision));
  6. A securities report or an interim report to which audit report or interim audit reports of Article 3, Paragraph 1 of the Cabinet Office Ordinance on Audit Certification prepared by two (2) or more certified public accountants or audit firms are attached is not expected to be submitted to the Prime Minister, etc. within a period specified in Article 24, Paragraph 1 or Article 24-5, Paragraph 1 of the Act or has not been submitted within such period (except cases where the issuer discloses that such reports are unlikely to be submitted within said period), was submitted after such disclosure had been made, or has received the approval of the Prime Minister, etc. related to the extension of such period;
  7. Where a notice of canceling an entrustment agreement of administrative works relating to the investor register is received, or an issuer is unlikely to entrust works relating to the investor register to an agent approved by the Exchange, or an issuer has decided that it will not entrust administrative works relating to the investor register to an agent approved by the Exchange;
  8. Damage attributable to disaster or damage that has occurred in the course of execution of business;
  9. Where a lawsuit pertaining to property claim has been filed, a court has issued a ruling on such lawsuit, or such lawsuit was completed in whole or part;
  10. Where a petition for order of provisional disposition that seeks injunction of asset management and other dispositions similar thereto, such petition has been put to the court, or procedures pertaining to such petition has been completed in whole or part outside the court;
  11. Cancellation of the registration referred to in Article 187 of the Investment Trust Act pursuant to the provision of Article 216, Paragraph 1 of the Act, or other dispositions equivalent thereto by an administrative agency based on laws and regulations;
  12. Petition for commencement of bankruptcy proceedings or rehabilitation proceedings by a creditor or an entity other than such investment corporation;
  13. Dishonor, etc.;
  14. Where, as a result of occurrence of a dishonor, etc., a petition for commencement of bankruptcy procedures, etc., or a fact equivalent thereto was filed with respect to a debtor or a main debtor concerning guaranteed obligations, and default on right for indemnification against such main debtor is likely to occur in cases that accounts receivable, loans, or other receivables or such guaranteed obligations against such debtors;
  15. Suspension of trade with a main business partner (meaning a business partner specified in Article 29-2-3, Item 7 of the Enforcement Ordinance) or suspension of trade with two or more business partners for the same reason or in the same period;
  16. Exemption of obligations or extension of a repayment deadline (limited to an extension that the Exchange deems equivalent to exemption of obligations) by a creditor, or assumption or fulfillment of obligations by a third party;
  17. Discovery of resources;
  18. The ratio of the sum of the values of assets including real estate prescribed in Article 105, Item 1, Sub-item (vi) of the Enforcement Rules of the Investment Trust Act (the same shall apply in this (r)) to the total amount of assets has exceeded fifty hundredths (except the case where the terms and conditions stipulate that more than fifty hundredths of the total amount of assets will be invested in assets including real estate;
  19. important facts concerning a listed real investment trust security or the operation, business or assets of such investment corporation which have a remarkable effect on investors’ investment decisions;
Information related to Asset Management Company Decisions
  1. Application pertaining to delisting of a real estate investment trust security to a financial instruments exchange in Japan;
  2. Merger of such asset management company;
  3. Petition for commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings of such asset management company;
  4. Dissolution of such asset management company (excluding a dissolution by a merger);
  5. Discontinuation or abolishment of business pertaining to asset management entrusted by such investment corporation;
  6. Discontinuation or abolishment of whole or part of asset management entrusted by such investment corporation;
  7. Demerger of such asset management company;
  8. Transfer or receipt of business in whole or part of such asset management company;
  9. Cancellation of the entrustment contact pertaining to asset management that has been concluded with such investment corporation;
  10. Stock swap of such asset management company;
  11. Stock transfer of such asset management company;
  12. Commencement of new asset management based on entrustment from such investment corporation;
  13. Application for an authorization or approval, or notification, that such asset management company makes to the Prime Minister, etc. pursuant to the Act; or
  14. important matters concerning a listed real investment trust security or the operation, business or assets of such asset management company which have a remarkable effect on investors’ investment decisions; or
Information on Occurrence of Fact related to Asset Management Company
  1. Business improvement order pursuant to the provisions of Article 51 of the Act;
  2. Fact causing delisting;
  3. In addition to the facts referred to in (a) and the preceding (b), authorization, approval or disciplinary actions by an administrative agency in accordance with laws and regulations;
  4. Change in a specific related corporation (meaning the specific related corporation prescribed in Article 166, Paragraph 5 of the Act;
  5. Change in major shareholder;
  6. Where a lawsuit of a claim relating to property rights management of assets entrusted by such investment corporation is raised or a judgment is made as to such lawsuit or whole or part of the action pertaining to such lawsuit is completed without a judicial decision;
  7. Where a petition for order of provisional disposition that seeks injunction of asset management entrusted by such investment corporation has been filed and other dispositions similar thereto has been imposed, such petition has been put to the court, or procedures pertaining to such petition have been completed in whole or part outside the court;
  8. Petition for commencement of bankruptcy proceedings by a creditor or an entity other than such asset management company, etc.;
  9. Dishonor, etc.;
  10. Petition for commencement of bankruptcy proceedings pertaining to specific related corporation;
  11. important facts concerning a listed real investment trust security or the operation, business or assets of such asset management company which have a remarkable effect on investors’ investment decisions;

Information related to Investment Corporation Earnings

Category Details
Earnings Details Earnings Reports (Interim Earnings Reports)
Adjustment of Estimated Profits, etc. Where there occurs a difference in the estimated value newly calculated by an issuer of such listed real estate investment trust security or accounts for such business period or such computation period compared to the last published estimated value (where there is not such value, the published actual value for the previous business period or the previous computation period) with respect to operating income, ordinary income, net income of a fund pertaining to a listed real estate investment trust security.
Adjustment to Dividend Amount, etc. Where there occurs a difference in the estimated value newly calculated by an issuer of such listed real estate investment trust security or accounts for such business period or such computation period compared to the last published estimated value (where there is not such value, the published actual value for the previous business period or the previous computation period) with respect to distribution of money of a fund pertaining to a listed real estate investment trust security.

Information related to the Assets Under Management, etc. of a listed REIT

Category Details
Information on Occurrence of Fact related to Asset Management Company
  1. Transfer or acquisition of an asset pertaining to assets under management, etc.;
  2. Lease of assets under management, etc. or cancellation of such lease;
  3. important matters concerning assets under management, etc. which have a remarkable effect on investors’ investment decisions;
Information on Occurrence
  1. Damage arising from disaster or damage caused in the course of execution of business that pertains to assets under management, etc.;
  2. Cancellation of lease of assets under management, etc. (excluding cases where an asset management company, etc. have decided to cancel such lease of assets under management, etc., and disclosed details of such cancellation pursuant to the provision of Sub-item b. of the preceding item);
  3. important facts concerning assets under management, etc. which have a remarkable effect on investors’ investment decisions;

Outline of Reports related to Management Structure of REIT Issuer, etc.

Submission Deadline Details
Within 3 Months following the Earnings Period or Business Period related to the REIT Certificate Release information on the following items, with the aim of continuously providing significant information to investors regarding the management structure, etc. of the REIT.
-Human resource/capital/transaction relations;
-Response/management structure of transactions with conflicts of interest based on such relations; and
-Specific transactions with entities with special relationships to the REIT, including stakeholders