Translation Purposes Only
April 14, 2021
For Immediate Release
Real Estate Investment Trust Securities Issuer
1-1-1 Akasaka, Minato-ku, TokyoXYMAX REIT Investment Corporation
Representative:
Nobuhito Inatsuki, Executive Director(Securities Code: 3488)
Asset Management Company
XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation
Representative:
Shotaro Kanemitsu
Representative Director and President
Contact:
Tatsuya Nakayama
Head of Business Planning Division
TEL: +81-3-5544-6880

Notice Concerning Amendments to Articles of Incorporation and Appointment of Directors
XYMAX REIT Investment Corporation (hereinafter “XYMAX REIT”) announces today that at the Board of Directors’Meeting on April 14, 2021, XYMAX REIT resolved that the following partial amendments to the Articles of Incorporation
and Appointment of Directors will be put up for discussion at the Third General Unitholders Meeting scheduled on May
24, 2021.
The following items shall become effective upon their resolution and approval by the General Unitholders Meeting asstated above.
1.

Partial amendments to the Articles of Incorporation
The summaries and reasons for the amendments are as follows;(1) Article 14 (a deemed approval system)
In Article 14 of the current Articles of Incorporation, XYMAX REIT provides pursuant to Article 93, paragraph
1 of the Investment Trusts Act that unitholders who do not attend a general unitholders meeting and do not
exercise their voting rights shall be deemed to approve the proposals for resolution submitted to the generalunitholders meeting (excluding any proposal conflicting with each other in the case that multiple proposals are
submitted) (the so called “deemed approval system”). However, because it is difficult to submit conflicting
proposals by their nature, and it is possible that proposals with an extensive impact on the interests ofunitholders and the governance structure of XYMAX REIT, etc. or proposals with a high possibility of giving rise
to a significant conflict of interest between unitholders and XYMAX REIT’s directors or asset managementcompany may be approved without a decision necessarily in accordance with the majority intent of unitholders
through deliberation of all unitholders due to application of the deemed approval system, an amendment will
be made such that the deemed approval system will not apply in cases where there is a clear expression of theintent to oppose made by minority unitholders or XYMAX REIT in advance in accordance with the prescribed
procedures with respect to certain proposals (the “Relevant Proposals”) in light of recent debate regarding
proposals made by minority unitholders.
The Relevant Proposals shall be proposals regarding (i) appointment or dismissal of executive directors or
supervisory directors, (ii) conclusion or termination of an asset management agreement with the asset
management company, (iii) dissolution, (iv) consolidation of investment units, and (v) exemption from liability
for executive directors, supervisory directors, and financial auditors.
From the perspective of fairness and impartiality, the parties who can express an intention to oppose inadvance shall be minority unitholders who have satisfied certain qualifying requirements and XYMAX REIT.
The procedural requirements when expressing an intention to oppose shall be (i) (in the case of minority
unitholders) notice to XYMAX REIT within a certain period (or if the convenor of the general unitholders
meeting is a party other than an executive director or supervisory director, notice to both XYMAX REIT and theDisclaimer: This press is a public announcement concerning Notice Concerning Amendments to Articles of Incorporation andAppointment of Directors, and has not been prepared for the purpose of soliciting investment.

2.

convenor) or (ii) (in the case of XYMAX REIT) stating that intention to oppose in the convocation notice or
publishing that intention to oppose on XYMAX REIT’s website.
In addition to setting forth partial exclusion of applications of the deemed approval system as detailed above,
provisions regarding the deemed approval shall be amended in order to make necessary amendments inconjunction therewith (proposed amendment of Article 14, paragraphs 3 and 4).
(2) Article 37 (Standards for Payment of Asset Management Fees to Asset Management Company)
In consideration of unitholders' profits, among the fees to the asset management company, the compensationfrom the transfer is changed from a system in which fees are incurred to the asset management company
regardless of gains or losses from the transfer, to a system in which only a positive number is obtained when
the amount obtained by deducting the loss on the transfer of assets from the gain on the transfer of assets in
the relevant fiscal period (a gain on the transfer of assets is generated in the full fiscal period). Accordingly, thecompensation for acquisition and transfer stipulated in Item (2) of Paragraph 1 of Article 37 of the current
Regulations will be revised into the compensation for acquisition and the compensation for transfer will be
newly established in Item (3) of this article. As a result of this change, the timing of payment of fees stipulated
in Paragraph 2 of the same article will also be changed. Therefore, the acquisition or transfer fees provided in
Article 37, paragraph 1, subparagraph (2) of the current Articles of Incorporation will be revised to acquisition
fees, and transfer fees will be newly set forth as Article 37, paragraph 1, subparagraph (3). The timing of
payment for fees set forth in Article 37, paragraph 2 will also be amended in connection with this amendment.
Appointment of Directors
The term of office of XYMAX REIT’s Executive Director (Nobuhito Inatsuki) and Supervisory Directors(Yasuyuki Kuribayashi and Tomonori Ishiwata) will expire at the end of the General Unitholders Meetingscheduled on May 24, 2021. In line with such, appointment of one Executive Director and two Supervisory
Directors as of May 24, 2021, shall be requested.
Furthermore, in preparation for the event of the Executive Director failing to remain in office or the number of
Executive Directors falling below what is set forth by laws and regulations, appointment of one substituteExecutive Director as of May 24, 2021, shall be requested.
(1) Executive Director Candidate
Shotaro Kanemitsu (newly elected) (Note 1)(2) Substitute Executive Director Candidate
Yasushi Yamaguchi (re-elected) (Note 2)(3) Supervisory Director Candidates
Yasuyuki Kuribayashi (re-elected)
Tomonori Ishiwata (re-elected)(Note 1) Shotaro Kanemitsu, the Executive Director Candidate, is the Representative Director and President of
XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation, with which XYMAX REIT has concluded
an asset management agreement.
(Note 2) Yasushi Yamaguchi, the Substitute Executive Director Candidate, is the Director of XYMAX REALESTATE INVESTMENT ADVISORS Corporation, with which XYMAX REIT has concluded an asset
management agreement.
For the detail of Appointment of Directors, please refer the attached “Notice of the Third General Meeting ofUnitholders”.

3.

Schedule of General Unitholders Meeting
April 14, 2021: Board of directors’ meeting to approve the proposals to be presented at the General Unitholders
Meeting
May 6, 2021:
Posting of the “Notice of the Third General Unitholders Meeting” (scheduled)
Third General Unitholders Meeting (scheduled)
May 24, 2021:
Disclaimer: This press is a public announcement concerning Notice Concerning Amendments to Articles of Incorporation andAppointment of Directors, and has not been prepared for the purpose of soliciting investment.

XYMAX REIT website address: https://xymaxreit.co.jp/en/index.html

Disclaimer: This press is a public announcement concerning Notice Concerning Amendments to Articles of Incorporation andAppointment of Directors, and has not been prepared for the purpose of soliciting investment.

(Securities Code 3488)
May 6, 2021

To our Unitholders
Nobuhito Inatsuki, Executive Director
XYMAX REIT Investment Corporation
1-1-1 Akasaka, Minato-ku, Tokyo

Notice of the 3rd General Unitholders Meeting
We would like to extend our deepest sympathies to those who have contracted the novel coronavirus (COVID19), their friends, family, and associates, as well as anyone who has been affected by the pandemic, and hope forrecovery as soon as possible.
You are cordially invited to attend the 3rd General Unitholders Meeting of XYMAX REIT Investment
Corporation (the “Investment Corporation”), to be held as outlined below.
In order to prevent the spread of COVID-19, wherever possible, we firmly request that you exercise yourvoting rights with respect to the General Unitholders Meeting in writing in advance and that you refrain from
attending the General Unitholders Meeting in person, even if you are healthy and feel well. When exercising
voting rights in writing in advance, please exercise your voting rights using the Voting Rights Exercise Form
enclosed herewith after reading the attached Reference Document for the General Unitholders Meeting, andreturn the Form so that it reaches us no later than 5:00 p.m. on Friday, May 21, 2021.
Please note that the Investment Corporation stipulates a provision concerning “Deemed Approval” in Article 14,
paragraphs 1 and 2 of the current Articles of Incorporation in accordance with the provision of Article 93, paragraph
1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended; the “Investment
Trusts Act”) as described below. This means that if a unitholder does not attend a general unitholders meeting anddoes not exercise his/her voting rights using the voting rights exercise form, that unitholder’s voting rights will be
included in the number of voting rights of unitholders who attended, and the unitholder is deemed to be in favor ofany proposal submitted to such general unitholders meeting.
(Excerpts from the current Articles of Incorporation of the Investment Corporation)
Article 14 (Deemed Approval)
1.

Unitholders who do not attend a general unitholders meeting and do not exercise voting rights shall be deemed
to approve the proposals for resolution submitted to the general unitholders meeting (excluding any proposal
conflicting with each other in the case that multiple proposals are submitted).

2.

In the case of the preceding paragraph, the number of voting rights of unitholders deemed to approve theproposals for resolution shall be included in the number of voting rights of attending unitholders.
1.

Date and time:

Monday, May 24, 2021 at 10:00 a.m.
(Reception start time: 9:30 a.m.)2.

Venue:

Akasaka Intercity Air 3rd Floor, Akasaka Intercity Conference 301
1-8-1 Akasaka, Minato-ku, Tokyo

3.

Purpose of the General Unitholders Meeting:
Matters to be resolved:
Proposal 1: Partial Amendments of the Articles of Incorporation
Proposal 2: Election of One (1) Executive Director
Proposal 3: Election of One (1) Substitute Executive Director
Proposal 4: Election of Two (2) Supervisory Directors◎

For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk upon yourarrival.

◎

You may exercise your voting rights by proxy. Your proxy must be one (1) individual selected from among
unitholders of the Investment Corporation who have voting rights. Your proxy is requested to present a document
evidencing his/her status as proxy together with the Voting Rights Exercise Form at the reception desk. Please beaware that persons other than unitholders who may exercise voting rights, such as proxies who are not unitholders
and those accompanying them, may not enter the venue.

◎

Method of announcement of any amendment to the Reference Document for the General Unitholders Meeting:If any amendment is made to the Reference Document for the General Unitholders Meeting up to the day before
the General Unitholders Meeting, such amendment will be posted on the Investment Corporation’s website(https://xymaxreit.co.jp/en/index.html).

◎

Due to the spread of COVID-19 in Japan, we will be implementing measures to prevent the transmission of diseaseat the General Unitholders Meeting. Please check “Measures to Prevent the Spread of COVID-19” below for details.
Our measures, such as postponing or changing the venue of the General Unitholders Meeting, in response to the
future spread of COVID-19 will also be posted on the above website, so please be kindly requested that you also
check the website regarding these matters.

◎

We will not be providing souvenirs for unitholders attending the General Unitholders Meeting. Thank you for yourunderstanding.

◎Suspension of Asset Management Status Presentation Meeting
Normally an Asset Management Status Presentation Meeting is held by XYMAX REAL ESTATE INVESTMENTADVISORS Corporation, an asset management company of the Investment Corporation, immediately after thegeneral unitholders meeting, but due to the spread of COVID-19, we have decided not to hold the meeting, in orderto protect the health of unitholders. Thank you for your understanding.
Please note that the presentation materials and video regarding the Investment Corporation’s fiscal period endingFebruary 2021 can be found at the Investment Corporation’s website (https://xymaxreit.co.jp/en/index.html).

Measures to Prevent the Spread of COVID-19
Due to the spread of COVID-19 in Japan, the Investment Corporation plans to implement the following measures toprevent the spread of COVID-19 at the General Unitholders Meeting, based on the Q&A on Approaches to
Conducting Shareholder Meetings (as amended) issued by the Ministry of Economy, Trade and Industry and theMinistry of Justice on April 2, 2020. Thank you for your understanding and cooperation.
Requests to Unitholders


Voting rights can be exercised at the General Unitholders Meeting in writing without attending on the day of themeeting. In order to protect the health of unitholders, we hereby request that you refrain from attending theGeneral Unitholders Meeting wherever possible, irrespective of whether you are healthy and feel well, and ask
that you consider exercising your voting rights by posting the enclosed Voting Rights Exercise Form in advance.



We ask unitholders thinking of attending the General Unitholders Meeting not to take unnecessary risks, withbearing in mind the state of your health, the situation surrounding COVID-19 on the day of the meeting, andmeasures implemented by government agencies.

In particular, we ask that elderly people, people with underlying health conditions, and pregnant people consider
refraining from attending the General Unitholders Meeting.

In unavoidable circumstances, the General Unitholders Meeting may be postponed or moved to a different venue
due to situation surrounding COVID-19 in Japan going forward. Please check for any such notices that we may
post on the Investment Corporation’s website (https://xymaxreit.co.jp/en/index.html).

Requests to Attending Unitholders

As part of our measures to prevent the spread of disease, we plan to leave wide spaces between seats forunitholders and seats for the Investment Corporation’s directors, director candidates, and meeting staff, andtherefore, there will be fewer seats available than normal and we may not be able to ensure enough seats foreveryone wishing to attend on the day. If there are insufficient seats, you may not be able to enter the venue.
Thank you for your understanding.



We ask that unitholders attending the meeting wear masks in the venue and disinfect your hands using thealcohol-based hand sanitizer available at the reception. Please be aware that you may be refused entry if you are
not able to cooperate with these measures.



We will be taking temperatures of attendees at reception. Please be aware that you may be asked not to attend
the General Unitholders Meeting if you have a temperature of 37.5 degrees or more or have symptoms such asa cough. Please also be aware that meeting staff will approach unitholders who appear to be in bad health, andthose unitholders may be refused entry or asked to leave.



We will confirm that there are no health issues with directors, director candidates, and meeting staff and inprinciple, they will wear masks while participating.



The implementation of the above measures may require extra time for entering the venue on the day, so we ask
that you arrive in sufficient time. Please be aware that we will not be providing services such as tea or smoking
areas in the waiting areas in order to protect the health of all attendees.

As part of our measures to prevent the spread of disease, we plan to shorten explanations, etc. of matters to beresolved than normal in order to shorten the length of the meeting. We ask that unitholders read the convocation
notice in advance and request your understanding and cooperation regarding the shortened meeting length.

We kindly request the understanding of unitholders regarding the fact that, in order to shorten the amount oftime unitholders spend in the venue, we will not hold the “Asset Management Status Presentation Meeting,”
normally held by XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation, an asset managementcompany of the Investment Corporation.
Please note that the presentation materials and video regarding the Investment Corporation’s fiscal period ending
February 2021 can be found at the Investment Corporation’s website (https://xymaxreit.co.jp/en/index.html).



We will not be providing souvenirs to unitholders attending the General Unitholders Meeting. Thank you foryour understanding.

In addition to the foregoing, we kindly ask your understanding regarding the fact that necessary measures may
be put in place from the perspective of maintaining order at the General Unitholders Meeting.

REFERENCE DOCUMENT FOR THE GENERAL UNITHOLDERS MEETING
Proposals and References
Proposal 1: Partial Amendment of the Articles of Incorporation
1. Reasons for Amendment(1) Article 14 (Deemed Approval)
In Article 14 of the current Articles of Incorporation, the Investment Corporation provides pursuant to Article 93,
paragraph 1 of the Investment Trusts Act that unitholders who do not attend a general unitholders meeting and do
not exercise their voting rights shall be deemed to approve the proposals for resolution submitted to the generalunitholders meeting (excluding any proposal conflicting with each other in the case that multiple proposals are
submitted) (the so called “deemed approval system”). However, because it is difficult to submit conflicting
proposals by their nature, and it is possible that proposals with an extensive impact on the interests of unitholders
and the governance structure of the Investment Corporation, etc. or proposals with a high possibility of giving
rise to a significant conflict of interest between unitholders and the Investment Corporation’s directors or asset
management company may be approved without a decision necessarily in accordance with the majority intent ofunitholders through deliberation of all unitholders due to application of the deemed approval system, anamendment will be made such that the deemed approval system will not apply in cases where there is a clear
expression of the intent to oppose made by minority unitholders or the Investment Corporation in advance inaccordance with the prescribed procedures with respect to certain proposals (the “Relevant Proposals”) in light ofrecent debate regarding proposals made by minority unitholders.
The Relevant Proposals shall be proposals regarding (i) appointment or dismissal of executive directors or
supervisory directors, (ii) conclusion or termination of an asset management agreement with the asset
management company, (iii) dissolution, (iv) consolidation of investment units, and (v) exemption from liabilityof executive directors, supervisory directors, and financial auditors.
From the perspective of fairness and impartiality, the parties who can express an intention to oppose in advanceshall be minority unitholders who have satisfied certain qualifying requirements and the Investment Corporation.
The procedural requirements when expressing an intention to oppose shall be (i) (in the case of minority
unitholders) notice to the Investment Corporation within a certain period (or if the convenor of the generalunitholders meeting is a party other than an executive director or supervisory director, notice to both theInvestment Corporation and the convenor) or (ii) (in the case of the Investment Corporation) stating that intention
to oppose in the convocation notice or publishing that intention to oppose on the Investment Corporation’s website.
In addition to setting forth partial exclusion of applications of the deemed approval system as detailed above,
provisions regarding the deemed approval shall be amended in order to make necessary amendments inconjunction therewith (proposed amendment of Article 14, paragraphs 3 and 4).
(2) Article 37 (Standards Regarding Payment of Asset Management Remuneration to Asset Management Company)
In consideration of unitholders' profits, among the fees to the asset management company, the compensation

from the transfer is changed from a system in which fees are incurred to the asset management company
regardless of gains or losses from the transfer, to a system in which only a positive number is obtained when theamount obtained by deducting the loss on the transfer of assets from the gain on the transfer of assets in therelevant fiscal period (a gain on the transfer of assets is generated in the full fiscal period). Accordingly, thecompensation for acquisition and transfer stipulated in Item (2) of Paragraph 1 of Article 37 of the current
Regulations will be revised into the compensation for acquisition and the compensation for transfer will be newly
established in Item (3) of this article. As a result of this change, the timing of payment of fees stipulated in
Paragraph 2 of the same article will also be changed. Therefore, the acquisition or transfer fees provided in
Article 37, paragraph 1, subparagraph (2) of the current Articles of Incorporation will be revised to acquisition
fees, and transfer fees will be newly set forth as Article 37, paragraph 1, subparagraph (3). The timing of payment
for fees set forth in Article 37, paragraph 2 will also be amended in connection with this amendment.

2. Particulars of Amendments
Amendments to the current Articles of Incorporation are proposed as follows:(Suggested amendments are underlined in the text)
Current Provisions of the Articles of Incorporation

Proposed Amendments

Article 14 (Deemed Approval)

Article 14 (Deemed Approval)

1 to 2 (Text omitted)

1 to 2 (Unchanged from the existing text)(New provisions)

3. If (i) within two (2) weeks from the earlier of the date that theInvestment Corporation publishes on its website or the datethat the convenor publishes in a method equivalent thereto
notice regarding submission to the general unitholders meetingof a proposal regarding any of the following matters,
unitholders holding at least 1/100 of the total number of issued
investment units who have continuously held those units for atleast 6 months give notice to the Investment Corporation (orthe Investment Corporation and the convenor if the convenor
is not an executive director or supervisory director) to theeffect that they oppose that proposal or (ii) the Investment
Corporation states in the convocation notice or publishes on
the Investment Corporation’s website that it opposes a
proposal regarding any of the following matters, theproceeding two paragraphs shall not apply to that proposal.
(1)

Election or dismissal of executive directors or
supervisory directors;(2)

Execution or termination of an asset managementagreement with an asset management company;(3)

Dissolution;(4)

Consolidation of investment units; or(5)

Exemption from liability for executive directors,
supervisory directors, and financial auditors.

(New provisions)4. The provisions of Article 14.1 and Article 14.2 shall not apply
to proposals for amendment of the Articles of Incorporation
amending this Article 14.

Article 37 (Standards Regarding Payment of Asset Management
Fees to Asset Management Companies)
1. (Text omitted)(1) Interim management fees
(Omitted)

Article 37 (Standards Regarding Payment of Asset Management
Fees to Asset Management Companies)
1. (Unchanged from the existing text)(1)

Interim management fees

(Omitted)(2) Acquisition or Transfer Fees

(2)

Acquisition Fees

If the Investment Corporation acquires or transfer an asset,

If the Investment Corporation acquires an asset, thethe respective acquisition or transfer fees shall be an

acquisition fees shall be an amount separately agreed onamount separately agreed on with the asset managementwith the asset management company, capped at a maximum

company, capped at a maximum of 1% of the sale priceof 1% of the acquisition price thereof (however, excluding

thereof (however, excluding consumption tax and local

consumption tax and local consumption tax, as well as

consumption tax, as well as expenses associated with theexpenses associated with the acquisition) (amounts of lessacquisition and transfer) (amounts of less than 1 yen to bethan 1 yen to be rounded down).

rounded down).
(New provisions)(3)

Transfer Fees

If the amount calculated by deducting the asset transfer
capital loss from the asset transfer capital gains for the fiscal
period is a positive number, the transfer fees shall be an
amount separately agreed on with the asset managementcompany, capped at a maximum of 15% of that amount(amounts of less than 1 yen to be rounded down).
2. (Unchanged from the existing text)
2. (Text omitted)(1)(1) Interim management fees: (Text omitted)

text)
(2)

(2) Acquisition or Transfer Fees: Until the last day of the

Corporation falls.

Acquisition Fees: Until the last day of the monthfollowing the month in which the date of acquisition ofmonth following the month in which the date ofacquisition or transfer of that asset by the Investment

Interim management fees: (Unchanged from existing thethat asset by the Investment Corporation falls.
(3)

Transfer Fees: Within three (3) months after the end ofthat business period.

(New provisions)
History of amendments to the Investment Corporation’s Articles

History of amendments to the Investment Corporation’s Articles

of Incorporationof Incorporation

September 11, 2017: First edition enacted

September 11, 2017: First edition enacted

December 19, 2017: Second edition enacted

December 19, 2017: Second edition enacted

May 23, 2019: Third edition enacted

May 23, 2019: Third edition enacted(New provisions)

May 24, 2021: Fourth edition enacted

Proposal 2: Election of One (1) Executive Director
We propose the election of one (1) executive director, as the term of office of Nobuhito Inatsuki, Executive Director,
will expire upon the conclusion of the General Unitholders Meeting. The provisions of Article 99, paragraph 2 of theInvestment Trusts Act and the proviso to Article 17, paragraph 2 of the current Articles of Incorporation apply to the termof office of the executive director in this proposal, and the term of office will be until the conclusion of the generalunitholders meeting where a proposal is made for the election of an executive director held within 30 days from the day

after the day on which two (2) years have elapsed after the executive director was elected.
This proposal was submitted with the unanimous consent of all supervisory directors of the Investment Corporation at
the meeting of the board of directors held on April 14, 2021.
The candidate for the executive directorship is as follows:
Name(Date of Birth)

Personal history, material concurrent posts, and position and duties at the Investment Corporation
April 1987

Joined Recruit Co., Ltd.

April 1990

Temporarily transferred to Recruit Building Management Corporation(presently, XYMAX Corporation)

April 1995

Director (Part-time), R.F.G Co., Ltd.

January 1996

Director (Part-time), K.R Kaihatsu Co., Ltd.

October 1996

transferred to Recruit Building Management Corporation (presently,
XYMAX Corporation)

February 2002

Auditor (Part-time), SPORTS CREATION Corporation

April 2002

Auditor (Part-time), XYMAX SQUARE Corporation
Auditor (Part-time), E-MA CORPORATION

June 2002

Auditor (Part-time), XYMAX BUILDING SCIENCE Corporation
Auditor (Part-time), TMAX Valuation

Shotaro Kanemitsu(August 7, 1963)

January 2003

Auditor (Part-time), Z EQUITY INC.

March 2003

Auditor (Part-time), Chiba Port Square Management Co., Ltd.

July 2003

Auditor (Part-time), Property Systems Corporation

October 2003

Auditor (Part-time), MAX LEASING Corporation.

November 2003

Auditor (Part-time), XYMAX WAVE corporation (presently, XYMAXALPHA Corporation)

July 2004

Auditor (Part-time), XYMAX ACCOUNTING PARTNER Corporation

September 2004 Auditor (Part-time), XYMAX ALPHA Corporation
Auditor (Part-time), Act City Management Corporation
January 2005

Auditor (Part-time), NX Properties Corporation

February 2005

Auditor (Part-time), XYMAX SIGMA corporation (presently, XYMAXALPHA Corporation)

May 2005

Auditor (Part-time), XACU TECHNO SERVICE Corporation

June 2005

Director, XYMAX Corporation
Auditor (Part-time), AITEX Corporation

November 2005

Auditor (Part-time), XYMAX FELLOW Corporation

June 2006

Auditor (Part-time), Asahi Building Management Service Corporation(presently, XYMAX ALPHA Corporation)

August 2006

Auditor (Part-time), Safety Organization for Urban Renewal, Inc.

June 2007

Operating Officer, XYMAX Corporation
Auditor (Part-time), XYMAX ACCOUNTING PARTNER Corporation
Auditor (Part-time), BEMAX Corporation

December 2007

Director(Part-time),

XYMAX

REAL

ESTATEINVESTMENTADVISORS Corporation
April 2009Managing Executive Officer, XYMAX Corporation
Auditor (Part-time), XYMAX PROPERTIES KANSAI Corporation

June 2009

Director, XYMAX Corporation

September 2011 Director (Part-time), MINAMIFUJI COUNTRY CLUB Corporation
January 2012

Auditor (Part-time), XYMAX FACILITIES Corporation (presently,
XYMAX ALPHA Corporation)

April 2012

Auditor(Part-time),

XYMAX

REAL

ESTATEINVESTMENTADVISORS Corporation
October 2013

Auditor (Part-time), XYMAX PROPERTIES KANSAI Corporation
Auditor (Part-time), XYMAX PROPERTIES KYUSHU Corporation
Auditor (Part-time), XYMAX MAINTENANCE FACTORY Corporation(presently, XYMAX ALPHA Corporation)
Auditor (Part-time), XYMAX FACILITIES Corporation (presently,
XYMAX ALPHA Corporation)

December 2014

Representative Director, CCJ Corporation

January 2016

Director, SGREALTY CO., LTD.

March 2016

Representative Director and President, SGREALTY CO., LTD.

April 2021

Representative Director and President, XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation (present)

1.

The above executive director candidate does not own any of the Investment Corporation’s investment units.

2.

The above executive director candidate is the representative director and president of XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation, with which the Investment Corporation has entered into an asset
management agreement. There is no other special interest between the above executive director candidate and theInvestment Corporation.

3.

The Investment Corporation has entered into a directors and officers liability insurance contract (provided for in
Article 116-3, paragraph 1 of the Investment Trusts Act) with an insurance company, and that insurance contract
covers damages such as statutory damages or litigation expenses borne after receiving a claim for damages arisingfrom acts carried out with respect to the duties of the insured party as a director of the Investment Corporation. Whenthe period of that insurance contract expires, the Investment Corporation plans to execute a contract again with thesame terms and conditions. The above executive director candidate is included in the insured parties under the
insurance contract.

Proposal 3: Election of One (1) Substitute Executive Director
We propose the election of one (1) substitute executive director if there is an executive director vacancy or if the numberof executive directors will be less than the legally required number. The period during which a resolution on the electionof the substitute executive director in this proposal is effective is until the expiration of the term of office of the executive
director in Proposal 2, pursuant to the provisions of Article 17, paragraph 3 of the current Articles of Incorporation.
This proposal was submitted with the unanimous consent of all supervisory directors of the Investment Corporation at
the meeting of the board of directors held on April 14, 2021.
The candidate for the substitute executive directorship is as follows:
Name(Date of Birth)

Yasushi Yamaguchi(May 28, 1960)

Personal history, material concurrent posts, and position and duties at the Investment Corporation
April 1984

Joined Tokyo Building, Ltd.

November 1989

Joined Nippon Total Finance Inc.

January 1999

Joined Recruit Building Management Corporation (presently XYMAX
Corporation)

April 2006

Director, XYMAX ACCOUNTING PARTNER Corporation (presently
XYMAX WITH Corporation)

April 2012

Director, XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation(present)

1.

The above substitute executive director candidate does not own any of the Investment Corporation’s investment units.

2.

The above substitute executive director candidate is the director of XYMAX REAL ESTATE INVESTMENTADVISORS Corporation, with which the Investment Corporation has entered into an asset management agreement.
There is no other special interest between the above substitute executive director candidate and the Investment
Corporation.

3.

The Investment Corporation has entered into a directors and officers liability insurance contract (provided for in
Article 116-3, paragraph 1 of the Investment Trusts Act) with an insurance company, and that insurance contract
covers damages such as statutory damages or litigation expenses borne after receiving a claim for damages arisingfrom acts carried out with respect to the duties of the insured party as a director of the Investment Corporation. Whenthe period of such insurance contract expires, the Investment Corporation plans to execute a contract again with thesame terms and conditions. If the above substitute executive director candidate takes the office as executive director,
that substitute executive director candidate is included in the insured parties under the insurance contract.

Proposal 4: Election of Two (2) Supervisory Directors
We propose the election of two (2) supervisory directors, as the terms of office of supervisory directors Yasuyuki
Kuribayashi and Tomonori Ishiwata will expire upon the conclusion of the General Unitholders Meeting. The provisionsof Article 99, paragraph 2 of the Investment Trusts Act and the proviso to Article 17, paragraph 2 of the current Articles ofIncorporation apply to the respective terms of office of the supervisory directors in this proposal, and the terms of officewill be until the conclusion of the general unitholders meeting where a proposal is made for election of an executive director

held within 30 days from the day after the day on which two (2) years have elapsed after the supervisory director was
elected.
The candidates for the supervisory directorship are as follows:
Candidate

Name

Personal history, material concurrent posts, and position and duties at the Investment

No.

(Date of Birth)

Corporation
April 1992

Joined Yumoto, Kogo & Mori

June 1997

Joined Coudert Brothers New York

June 1999

Established Kuribayashi (specified joint enterprise (tokutei kyodo
jigyo) with Coudert Brothers Tokyo)

1

Yasuyuki Kuribayashi

December 2000

Joined Tanaka & Takahashi(December 14, 1962)

April 2001

Partner, Yuwa Partners (presently City-Yuwa Partners) (present)

November 2005

Supervisory Director, Top REIT, Inc. (presently Nomura Real Estate
Master Fund, Inc.)

September 2017

Supervisory Director, XYMAX REIT Investment Corporation(present)

2

Tomonori Ishiwata(February 8, 1975)

April 1998

Joined K.K. Kawamura Fudosan Kantei Jimusho

April 2000

Joined Century Ota Showa & Co. (presently Ernst & Young
ShinNihon LLC)

July 2014

Joined First Brothers Co., Ltd.

June 2017

Joined Tokyo Kyodo Accounting Office (present)

September 2017

Supervisory Director, XYMAX REIT Investment Corporation(present)

1.

Neither supervisory director candidate owns the Investment Corporation’s investment units.

2.

There is no special interest between the above supervisory director candidates and the Investment Corporation.

3.

Both of the above supervisory director candidates currently supervise all aspects of the execution of duties by theInvestment Corporation’s executive directors as supervisory directors of the Investment Corporation.

4.

The Investment Corporation has entered into a directors and officers liability insurance contract (provided for in
Article 116-3, paragraph 1 of the Investment Trusts Act) with an insurance company, and that insurance contract
covers damages such as statutory damages or litigation expenses borne due to receiving a claim for damages arisingfrom acts carried out with respect to the duties of the insured party as a director of the Investment Corporation. Whenthe period of that insurance contract expires, the Investment Corporation plans to execute a contract again with thesame terms and conditions. Both of the above supervisory director candidates are currently included as supervisory
directors in the insured parties under the insurance contract.

Reference Matter
If any one of the proposals to be submitted to the General Unitholders Meeting conflicts with any of the other proposals,
the provisions of Article 93, paragraph 1 of the Investment Trusts Act and the “Deemed Approval” as provided for in Article

14 of the current Articles of Incorporation will not be applied with respect to any of the conflicting proposals. For
clarification, none of the proposals from Proposal 1 through Proposal 4 above are believed to be in conflict with anotherproposal.
End of document