Structure and Formation
Structure and Formation of AEON REIT Investment Corporation
- [a]Asset management agreement
- [b]Asset custody agreement
- [c]Transfer agency agreement
- [d]General adminstration agreement
- [e]Account adminstration agreement
- [f]Trademark license agreement
- [g]Sponsor support agreement
- [h]Pipeline support agreements
- [i]Shopping center management agreements
- [j]Memorandums of understanding on investments in properties in Malaysia
- [k]Fiscal, issuing, and payment agency agreement／Investment Corporation Bond Agent
- [l]Logistics facilities manegement agreement
| * | AEON CO., LTD., AEON Mall Co., Ltd. And AEON Retail Co., Ltd. and KASUMI Co. Ltd.*3 (wholly owned subsidiary of United Super Markets Holdings Inc.) fall under the category of specified related parties as defined in the Financial Instruments and Exchange Act, etc. |
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Role and Details of Related Work
Independent Auditors (related to Article 96 of the Investment Trusts Act)PricewaterhouseCoopers AarataWe entrust PricewaterhouseCoopers Aarata with the auditing of our accounting.
| Function | Company Name | Details of Related Work |
|---|---|---|
| Investment Corporation | AEON REIT Investment Corporation | We hold investment assets basically over the long term in order to ensure stable income over the medium to long term. Also, we primarily invest in real estate-related assets used for retail properties or those which can be used for retail properties. |
| Asset Manager | AEON Reit Management Co., Ltd. | We entrust AEON Reit Management Co., Ltd. mainly with the following duties: Fiduciary duties a. Duty related to the management of our portfolio properties b. Duty related to our financing c. Duty related to reporting or notification to us, or reporting or notification to the other parties on our behalf with respect to the status or other matters of properties d. Duty related to investment planning for portfolio properties e. Other duty that we entrust as required f. All duty accompanying or related to any of the above |
| Custodian | Sumitomo Mitsui Trust Bank, Limited | We entrust Sumitomo Mitsui Trust Bank, Limited mainly with the following duties: Fiduciary duties a. Custody of assets b. Management of accounts c. All duties accompanying or related to any of the above |
| Transfer Agent | Mizuho Trust & Banking Co., Ltd. | We entrust Mizuho Trust & Banking Co., Ltd. mainly with the following duties: Fiduciary duties a. Administration of unitholder register b. Administration of the issuance, consolidation, or splitting, etc. of investment units c. Administration of general meeting of unitholders d. Administration of the calculation and payment of distributions to unitholders e. Administration of receiving and attending to inquiries regarding investment units and the issuance of various certificates f. Administration of organization and storage of documents belonging to us g. Administration of the mailing of notices, demand letters and reports to unitholders, etc. h. Administration of claims related to unitholders' exercising of rights and the receipt of other requests from unitholders i. All administrative matters accompanying or related to any of the above |
| Administrator (General Administrator) |
Mitsubishi UFJ Trust and Banking Corporation | We entrust Mitsubishi UFJ Trust and Banking Corporation with administrative services related to our organizational operation. |
| Administrator (Account Administrator) |
Sumitomo Mitsui Trust Bank, Limited | We entrust Sumitomo Mitsui Trust Bank, Limited with the following duties: Fiduciary duties a. Administration of calculations b. Administration of accounting books and records c. Administration of tax payments d. All administrative matters accompanying or related to any of the above |
| Administrator for Investment Corporation Bonds／Investment Corporation Bond Agent | Mizuho Bank, Ltd. | We entrust Mizuho Bank, Ltd. with the following duties: Fiduciary duties a. Preparation and keeping of the Investment Corporation Bonds registry and other administrative work related to the Investment Corporation Bonds registry b. Administration related to the issuance of Investment Corporation Bonds c. Administration related to the payment of interest or redemption money to Investment Corporation Bondholders d. Administration related to claims related to the Investment Corporation Bondholders' exercising of rights and the receipt of other requests from the Investment Corporation Bondholders |
| Independent Auditor (Under the Article 96 of the Act on Investment Trust and Investment Corporations) |
PricewaterhouseCoopers Japan LLC | We entrust PricewaterhouseCoopers Japan LLC with accounting audit related services in our organization. |
| Sponsor | AEON CO., LTD.*1 | a. AEON CO., LTD. provides sponsor support and grants licenses to use trademarks. b. AEON CO., LTD., as a 100% owner of the Asset Manager, qualifies as Designated Related Parties under the Financial Instruments and Exchange Act. |
| Pipeline Support Companies Shopping Center (SC) Management Support Companies |
AEON Mall Co., Ltd.*2 AEON Retail Co., Ltd.*2 AEON Hokkaido Corporation AEON KYUSHU CO., LTD. AEON RYUKYU CO., LTD. AEON TOWN Co., Ltd. The Daiei, Inc. AEON TOHOKU Co., Ltd. United Super Markets Holdings Inc. |
a. These companies provide property supply (property pipeline) support. b. These companies provide SC management. c. These companies are the parties to the supplemental agreements related to some of the portfolio properties. |
| Pipeline Support Company Logistics Facilities Management Support Companiy |
AEON GLOBAL SCM CO., LTD. AEON Food Supply LTD. |
a. This company provides property supply (property pipeline) support. b. This company provides logistics facilities management. c. This company is the party to the supplemental agreements related to some of the portfolio properties. |
| Overseas Support Company | AEON CO. (M) BHD. AEON BIG (M) SDN. BHD. |
AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. provide support for real estate investment in Malaysia. |
| *1 | Specified Related Parties (a parent company of the Asset Manager) |
|---|---|
| *2 | Specified Related Parties (parties interested in the Asset Manager that conduct or have conducted transactions set forth in Article 29-3, paragraph 3, items 2 and 4 of the Order for Enforcement of the Financial Instruments and Exchange Act) |
| *3 | Specified Related Parties (parties interested in the Asset Manager that conduct or have conducted transactions set forth in Article 29-3, paragraph 3, item 1 of the Order for Enforcement of the Financial Instruments and Exchange Act) |