Corporate Governance | Governance | SOSiLA Logistics REIT, Inc.

Structure

In addition to the general meeting of unitholders (which is composed of unitholders), SLR is also composed of a board of directors consisting of one executive officer and two supervisory officers, and an accounting auditor.

Furthermore, since SLR is prohibited from employing staff under the provisions of the Act on Investment Trusts and Investment Corporations, it therefore has no employees, and delegates asset management to Sumisho Realty Management Co., Ltd. ("SRM"); an asset management company. SRM conducts asset management operations, such as the acquisition, transfer, and leasing of real estate, under the following management structure.

Organizational chart of SOSiLA Logistics REIT, Inc.

Executive Officer and Supervisory Officers

Criteria / Reasons for election

In selecting candidates for director, appointments are made based on the following election ground, through a resolution of the General Meeting of Unitholders, on the assumption that they do not fall under any of the grounds for disqualification set forth in various laws and regulations including the Investment Trust Act (Articles 98 and 100 of the Investment Trust Act, Article 244 of the Ordinance for Enforcement of the Investment Trust Act).

As of May 1, 2025

Position	Name	Reason for appointment	Attendance at meetings of Board of Directors
Executive Director	Tomoaki Sato	Tomoaki Sato has extensive knowledge of real estate management and the management of listed REITs and extensive experience in those business areas and working closely with SRM. We determined that he has sufficient knowledge and experience to fulfill the responsibilities of the Executive Director and appointed him as Executive Director.	100% (5/5)
Supervisory Director	Manabu Doba	Manabu Doba has expertise in accounting and tax and has great insight and extensive experience as a certified public accountant. We decided that he has sufficient knowledge and experience to fulfill the responsibilities of a Supervisory Director and appointed him as Supervisory Director.	100% (43/43)
Supervisory Director	Yoshie Midorikawa	Yoshie Midorikawa has expertise in the many applicable laws and regulations as a lawyer and has great insight and extensive experience. We determined that she has sufficient knowledge and experience to fulfill the responsibilities of a Supervisory Officer and appointed her as Supervisory Officer.	100% (43/43)

See here for career profiles of current officers

Compensation, etc. of an Executive Director and Supervisory Directors

The compensation of an executive director and supervisory directors is an amount not exceeding 500,000 yen a month per executive director and 500,000 yen a month per supervisory director, with the specific amounts determined at Board of Directors meetings.

Position	Names of directors	Main concurrent posts	Total compensation per position
Position	Names of directors	Main concurrent posts	FY 2024 May	FY 2024 November
Executive Director	Tomoaki Sato	Operating Officer, Deputy General Manager, Corporate Division, Deputy Officer, REIT Management, Business Planning, Sumisho Realty Management Co., Ltd.	―	―
Supervisory Director	Manabu Doba	Representative of Doba certified public accounting firm	1,500 thousand yen	1,500 thousand yen
Supervisory Director	Yoshie Midorikawa	Partner at Miura & Partners	1,500 thousand yen	1,500 thousand yen

Accounting auditor

Name	Audit Period
Ernst & Young ShinNihon LLC	June 26, 2019 until present *Audit agreements are concluded for each business period.

Remuneration for the accounting auditor

Remuneration for the accounting auditor is determined by the Board of Directors, up to a maximum of 20 million yen per business year subject to audit.

Name	Amount of remuneration (million yen)
Name	May 2024	November 2024
Ernst & Young ShinNihon LLC	10,500 thousand yen	10,500 thousand yen

Organization of SRM

SLR delegates asset management to Sumisho Realty Management Co., Ltd. ("SRM"). SRM's various operations are divided among the following departments: the J-REIT Business Department, which is responsible for SLR; the Strategic Investment and Acquisition Department, which handles property acquisition and sale support and property information management; the Private REIT Business Department, which is responsible for SC Realty Private Investment Corporation; Fund Management Department No. 1 and Fund Management Department No.2, which handle private funds and other investments; the Operational Management Department and the Business Planning Department, which are common departments across all departments; the REIT Management Department, which is a common department for the J-REIT Business Department and Private REIT Business Department; and the Corporate Division, which coordinates and supervises all departments.
In addition, SRM has established the following committees: the J-REIT Investment Committee, which deliberates on matters relating to the management of J-REIT assets; the Private REIT Investment Committee, which deliberates on matters relating to the management of private REIT assets; the Fund Investment Committee, which deliberates on matters relating to the management of private fund assets and other investment assets; and the Compliance and Risk Management Committee, which deliberates on compliance-related matters.
Recognizing that the business of managing the assets of SLR is tantamount to managing the assets of SLR unitholders, SRM verifies compliance with laws and regulations and establishes rules for carrying out asset management decision-making procedures, to execute business operations properly and fairly.

Operational structure diagram of Sumisho Realty Management Co., Ltd.

Roles of Each Organizational Unit

Name of committee		Overview
Board of Directors		Matters concerning shares and the General Meeting of Shareholders Matters concerning organization and personnel Matters concerning finance and accounting Disposal and receipt by transfer of important properties, and loan of large amounts Matters concerning the Directors, Board of Directors and Executive officers Other execution of important business Matters delegated to the Board of Directors based on resolutions adopted by　shareholders’ meetings Other matters stipulated in laws and regulations or the Articles of Incorporation, or matters deemed necessary by the Board of Directors or President & CEO
	Members	Chairperson：President & CEO Members：All directors
	Frequency of meetings	At least once every three months
J-REIT Investment Committee		Enactment, revision or repeal of the J-REIT Investment Committee Rules Enactment or revision of the Asset Management Guidelines, which are the basic policy for management of the assets of the Investment Corporation Enactment or revision (excluding minor changes) of the Asset Administration Plan for the Investment Corporation stipulated in the rules of the Japan Investment Trusts Association Enactment or revision of the annual management and administration plan of the Investment Corporation Decisions on the acquisition or sale of managed assets by the Investment Corporation and changes to such decisions Decisions on the lease (excludes lease with annual rent payments of 100 million yen or less; also excludes the extension or renewal of such lease agreements (where the rent before and after extension or before and after renewal is the aforementioned amount or less) and administration (excludes administration relating to urgent repair work and transactions with an order amount of 30 million yen or less) of the managed assets of the Investment Corporation not stipulated in the annual management and administration plan and changes to such decisions Matters concerning the fund procurement of the Investment Corporation Matters concerning enactment of the basic distributions policy of the Investment Corporation and changes thereto Deliberations and resolutions on transactions between the Investment Corporation and interested parties stipulated in the Related Party Transaction Rules of the Asset Management Company Other important matters for making investment decisions on behalf of the Investment Corporation Other matters deemed necessary by the Committee Chairperson in relation to investment corporation asset management business
J-REIT Investment Committee	Members	Chairperson：President & CEO Members：J-REIT Business Dept. GM, REIT Management Dept. GM, Corporate Division GM, Compliance Dept. GM and outside member (The outside member shall be a real estate appraiser with no interest in the Asset Management Company. An alternate outside member may be elected where necessary and, if an accident or some other unavoidable reason prevents the outside member from attending the committee meeting, the alternate outside member shall serve on the Committee in place of the outside member.)
Compliance & Risk Management Committee		Enactment and revision of Compliance Manual Enactment and revision of Compliance Program Enactment, revision or repeal of Compliance Regulations, Risk Management Regulations and other internal rules adopted by resolution of the Compliance & Risk Management Committee Approval for transactions with interested parties for which approval of the Compliance & Risk Management Committee is considered necessary in accordance with the Related Party Transaction Rules of the Asset Management Company Matters resolved by the J-REIT Investment Committee which the Compliance Dept. GM has judged to pose a problem in relation to compliance and which might pose a problem in relation to compliance or risk management Decisions on improvement measures and preventative measures to be taken in response to acts which are or might be inappropriate in relation to compliance or risk management, and revisions thereto Approval of measures to deal with serious complaints or accidents Other matters about which the Compliance Dept. GM has raised doubts in relation to compliance or risk management and which may pose a problem in relation to compliance or risk management Other matters considered to require approval of the Compliance & Risk Management Committee in accordance with internal rules Important compliance-related matters equivalent to the foregoing
	Members	Chairperson：Compliance Dept. GM Members：President & CEO, Corporate Division GM, outside member(The outside member shall be an attorney-at-law with no interest in the Asset Management Company.) An alternate outside member may be elected where necessary and, if an accident or some other unavoidable reason prevents the outside member from attending the committee meeting, the alternate outside member shall serve on the Committee in place of the outside member.
	Frequency of meetings	At least once every three months

Asset Management Fees for the Asset Management Company

Management fees for the asset management Company comprise asset management fee 1, asset management fee 2, asset management fee 3, acquisition fee, disposition fee and merger fee. How to calculate asset management fees are following.

Structure of asset management fees	Calculation methods
Asset management fee 1	AUM ×0.2% (maximum)
Asset management fee 2	NOI ×5.0% (maximum)
Asset management fee 3	Profit before tax (before asset management fee) × EPU (Profit before tax (before asset management fee)) per unit ×0.002%(maximum)
Acquisition fee	Acquisition price ×1.0% (maximum)
Disposition fee	Disposition price × 1.0% (maximum)
Merger fee	Appraisal value of assets to be succeeded × 1.0% (maximum)

Rotation Rule

To avoid conflicts of interest with the private REITs and private funds that it is entrusted with operating, SRM has adopted "rotation rules" whereby SLR is given first priority to view information and discuss acquisition of logistics properties and industrial properties.

Employee investment unit ownership program

SRM introduced an investment unit ownership program for its employees for SLR’s investment units. This program further the interests of SLR’s unitholders with the employees of SRM.

Same-boat investment in the Investment Corporation by Sumitomo Corporation

Through same-boat investment by Sumitomo Corporation, SLR seeks to further align the interests of the Sumitomo Corporation with those of unitholders and aims to improve unitholder value based on a relationship of trust with Sumitomo Corporation. As of May 31, 2025, Sumitomo Corporation holds 24,500 units (approximately 3.36%) of the Investment Corporation's investment units.