Trust Structure

Trust Structure

Notes:
  1. The relationship between the golf course holding company ("Golf Course Holding Company or SPC") and AGT is governed by a tokumei kumiai ("TK") agreement, being a silent partnership agreement. TK is a contractual relationship between an investor and a business operator, whereby the investor makes certain business contributions to the business operator (whether in the form of cash, shares or other things of value) in return for the right to receive distributions of profits generated from the business managed by the operator. The assets contributed by the investor to the business operator shall be legally owned by the business operator ("TK Investment"). For further information on TK structure, please see the prospectus of AGT dated 21 July 2014.
  2. AGT invests in the Initial Portfolio via the Golf Course Holding Company established to hold the Initial Portfolio under a TK investment structure.
  3. The sponsor of the Trust, Accordia Golf Co., Ltd. (the "Sponsor") became a wholly owned subsidiary of K.K. MBKP Resort ("MBKP Resort") which is a special purpose company ("SPC") owned by a leading North Asia Private Equity firm, MBK Partners Group, and was delisted from the Tokyo Stock Exchanges (the "Transaction") in FY16/17. The Sponsor had, with effect from 1 July 2017, merged with its sole shareholder, MBKP Resort, in an absorption-type merger under the Companies Act of Japan (the "Merger"). As a result of the Merger, MBKP Resort is the surviving legal entity (the "New Sponsor") and assumes all the assets, liabilities, rights and obligations of the Sponsor. The New Sponsor has also, upon completion of the Merger, assumed the corporate name, address and articles of incorporation of the Sponsor and is known as "Accordia Golf Co., Ltd.".

    As above, the New Sponsor exists as successor of the Sponsor without any substantial changes, and the relationship between AGT and the Sponsor remains unchanged between AGT and the New Sponsor throughout the Transaction and the Merger. AGT's management policy also remains unchanged. The Trustee-Manager does not expect material adverse change to the business and operations of AGT arising from the Transaction and the Merger.