Investor Presentaiton

JPR Governance Initiatives JPR has consistently set reinforcement of "governance" as one of the most important themes in the sound and efficient operation of a corporation and has consequently been establishing such a structure from the listing criteria stage Independent Officer Composition ■At JPR, neither the executive officer nor the supervising officers serve concurrently as officers of the Asset Manager (TRIM). The independence of the JPR officers is firmly secured by appointing human resources with high expertise, such as attorneys and accountants, from the outside. ■This arrangement should reinforce the officers' function to check and control the Asset Manager, ensuring sound and efficient operations of JPR. JPR Officers Executive Officer Supervising Officer Supervising Officer Hirohito Kaneko Sosuke Yasuda Masato Denawa (attorney) (certified public accountant) (attorney) JPR Japan Prime Realty Investment Corporation Entrust the asset management Mutual Checks and Controls between the Investment Corporation and Asset Manager ■For important transactions and other arrangements with sponsor companies, the Compliance Committee screens and verifies the validity and rationality of the deals, in addition to decisions made by the Board of Directors, the Investment Policy Committee and other institutions on ordinary transaction matters. ■The Compliance Committee, in which an outside attorney participates as a special member, employs unanimous vote, not majority vote, for approvals as a rule. ■ Executing transaction matters approved by the Compliance Committee requires approval in advance by JPR's Board of Directors, which comprises directors independent of TRIM. ■For important transaction matters that might cause problematic conflicts of interest with the sponsors, monitoring through internal and external checks and controls is conducted, involving screening/verification and approval in advance, in order to secure sound and efficient operations. This constitutes a characteristic feature of JPR. TRIM Compliance Committee Members TRIM Tokyo Realty Investment Management, Inc. 40% 20% 20% 10% 10% #4 安田不動産 SOMPO JAPAN MEIJI YASUDA TOKYO TATEMONO TAISEI President and CEO Corporate Planning / Administration Division Investment Management Division General Manager Financial Division General Manager General Manager Compliance Office General Manager Special member (outside attorney) The Compliance Committee is held by inviting an outside attorney as special member. As a rule, the Committee employs unanimous voting system rather than majority voting system. Support and Monitoring of Management by the Asset Manager's 5 Sponsors ■TRIM is provided support in terms of properties, human resources and information by respective sponsor companies based on their strengths, while its shareholding composition is diversified among the sponsors so as to secure its independence as an asset manager. ■TRIM President and CEO has assumed office after having his employment transferred to TRIM, instead of being seconded from the sponsor company he belonged to. ■The position of Compliance Office general manager in charge of internal control is assumed by a career employee. *Figures represent the ratio of shares owned by the respective sponsor companies against the number of shares outstanding of the Asset Manager. The asset management of Japan Prime Realty Investment Corporation (JPR) is conducted by entrusting such services to an asset manager (Tokyo Realty Investment Management, Inc. (TRIM)). TRIM maintains close relationships with its sponsors, which are 5 companies of the Fuyo Group. Such relationships allow to build on the strengths of respective sponsor companies. On the other hand, if the sponsor companies become too influential, priority might end up being placed on the interest of the sponsor companies rather than the interest of the investment corporation, causing disadvantages to the investment corporation and unitholders. For sound and efficient operations of the investment corporation, it is particularly important to prevent disadvantages to unitholders To that end, JPR thinks it is vital and has worked to build a compliance structure so that sound and efficient operations can be promised to unitholders. With a high proportion of career employees, the personnel structure of TRIM also serves to help secure independence as an asset manager. Japan Prime Realty Investment Corporation 38

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