To Our Unitholders(Securities Code: 3471)
Issue date: October 11, 2023
Electronic provision measures commencement date: October 4, 2023
Mitsui Fudosan Logistics Park Inc.
6-8-7 Ginza, Chuo-ku, Tokyo
Hiroshi Asai, Executive Director

Notice of Convocation of the 5th General Meeting of Unitholders
Mitsui Fudosan Logistics Park Inc. (“MFLP-REIT”) hereby notifies you of andrequests your attendance at the 5th General Meeting of Unitholders of MFLPREIT to be held as outlined below.
We ask that you take note of the state of the spread of COVID-19 and thestate of actions being taken by government organizations as well as consider
your state of health when deciding on attending the General Meeting ofUnitholders in person. Please note that you are entitled to exercise yourvoting rights in writing even if you do not attend in person on the day. Pleasetake the time to review the attached reference documents for the General
Meeting of Unitholders, indicate your vote in favor or against on the enclosed
voting form and then return the voting form to arrive by 5:30 p.m. on
October 26, 2023 (Thursday), Japan Standard Time.
In addition, pursuant to the provisions of Article 93, Paragraph 1 of the Act on
Investment Trusts and Investment Corporations (“Investment Trusts Act”),
MFLP-REIT has provided in Article 14, Paragraph 1 of the current Articles ofIncorporation of MFLP-REIT to the effect that “When unitholders do not attend a
general meeting of unitholders and do not exercise their voting rights, thoseunitholders are deemed to vote in favor of the proposals submitted to that general
meeting of unitholders (if several proposals have been submitted among which
there are conflicting proposals, then excluding any of such proposals)” and has
provided in Article 14, Paragraph 2 of the Articles of Incorporation of MFLPREIT to the effect that “The number of voting rights held by the unitholders who
are deemed to vote in favor of the proposals pursuant to the provisions of thepreceding paragraph is included in the calculation of the number of voting rightsof the attending unitholders.”-1-Accordingly, please keep in mind that unitholders who do not attend on the
day and do not exercise their voting rights by the voting form will be deemed
to vote in favor of each proposal at the General Meeting of Unitholders, andthat the number of voting rights held by those unitholders will be included in
the calculation of the number of voting rights of the attending unitholders.
Upon convening the General Meeting of Unitholders, measures for electronic
provision are taken for the information (the matters for which measures forelectronic provision are taken) contained in the reference documents for the
General Meeting of Unitholders and other documents by posting on the internet
on MFLP-REIT’s corporate website as “Notice of Convocation of the 5th General
Meeting of Unitholders,” and thus available to check by accessing MFLP-REIT’s
corporate website below. All unitholders are also sent the reference documents for
the General Meeting of Unitholders and other documents in paper format,
regardless of whether or not they have requested delivery of the documents be inpaper format.
MFLP-REIT’s corporate website
https://www.mflp-r.co.jp/en/ir/meeting.html
Aside from the website above, the matters for which measures for electronic
provision are taken are also posted on the Tokyo Stock Exchange (TSE) website,
and thus available to check by accessing the TSE website below, searching by
inputting the issue name (REIT name) or securities code and navigating to “Basic
information” → “Documents for public inspection / PR information” → “Noticeof General Investors Meeting / Informational Materials for a General Investors
Meeting.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show-2-

Details
1.
2.

Date and time:
Venue:

October 27, 2023 (Friday) 10 a.m. (JST)Room 7 and 8, Otemachi Mitsui Conference
Otemachi One MITSUI & CO. Building 4F
1-2-1 Otemachi, Chiyoda-ku, Tokyo

Please ensure that you have the right venue by checking withthe “Map to the Venue of the 5th General Meeting ofUnitholders” at the end of this document beforehand.
3.

Agenda of the General Meeting of Unitholders
Matters for Resolution
Proposal No. 1: Partial Amendments to the Articles of Incorporation (1)Proposal No. 2: Partial Amendments to the Articles of Incorporation (2)Proposal No. 3: Partial Amendments to the Articles of Incorporation (3)Proposal No. 4: Appointment of One Executive Director
Proposal No. 5: Appointment of Two Substitute Executive Directors
Proposal No. 6: Appointment of Two Supervisory Directors
End◎ If a vote in favor or against is not indicated for each proposal on a returned voting form, it istreated as indicating a vote in favor.
◎ Upon your attendance on the day, please submit the enclosed voting form to the reception at thevenue.
◎ On the day, the holding of an “Operating Results Briefing” by MFLP-REIT’s asset managementcompany Mitsui Fudosan Logistics REIT Management Co., Ltd. is scheduled to follow at thesame venue after the closing of the General Meeting of Unitholders. Video of the investor
presentation and investor presentation materials for MFLP-REIT’s period ended July 31, 2023,
can be viewed on MFLP-REIT’s corporate website (https://www.mflp-r.co.jp/en/ir/library.html).
◎ If exercising voting rights by proxy, you are entitled to have one other unitholder with voting
rights attend the General Meeting of Unitholders as your proxy. Please submit a document
evidencing the authority of proxy, along with the voting form, to the reception at the venue.
◎ If there are any amendments to the matters for which measures for electronic provision are taken,
a statement to that effect, the matters before amendment and the matters after amendment will be
posted on the internet on MFLP-REIT’s corporate website and the TSE website mentioned earlier
in this document.
◎ If you are considering attending the General Meeting of Unitholders in person, please do not force
yourself to attend, taking note of your state of health as well as the state of the spread of COVID19 and the state of actions being taken by government organizations at the time of the holding of
the General Meeting of Unitholders.
◎ Please be advised in advance that unitholders who appear to be in poor health may be approachedby administrative staff members, and other necessary measures taken.
◎ No gifts will be prepared for the attendees of the General Meeting of Unitholders. Your
understanding would be greatly appreciated.
◎ The results of resolutions of the General Meeting of Unitholders will be posted on MFLP-REIT’s
corporate website (https://www.mflp-r.co.jp/en/ir/meeting.html) as notice of resolutions of theGeneral Meeting of Unitholders.

-3-Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1: Partial Amendments to the Articles of Incorporation (1)1. Summary of the Proposal and Reasons for the Amendments
With the amended provisions prescribed in Item 3 of the Supplementary
Provisions of the Act on Arrangement of Relevant Acts Incidental to the
Enforcement of the Act Partially Amending the Companies Act (Act No. 71 of2019) coming into effect on September 1, 2022, and articles of incorporation
being deemed to have been amended to the effect that measures for electronic
provision are taken for the information contained in reference documents for ageneral meeting of unitholders and other documents, effective said date,additions will be made to the Articles of Incorporation of MFLP-REIT asconfirmation to that effect for clarification. (Proposed amendments: Article 9,
Paragraph 4) In addition, with the adoption of measures for electronic provision,
provisions will be added so that, regarding the scope of matters to be included in
the documents to be delivered to the unitholders who have requested delivery ofthe documents be in paper format, the matters permitted to be omitted pursuant
to the Regulation for Enforcement of the Investment Trusts Act may not be
included all or in part.
. (Proposed amendments: Article 9, Paragraph 5)

-4-

2.

Details of the Amendments
Partial amendments will be made to the Articles of Incorporation as follows:(The underlined sections indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Article 9 (Convocation)

Article 9 (Convocation)

1.-3. (Omitted)

1.-3. (Unchanged)(New)

4. When convening a general meeting ofunitholders, MFLP-REIT is to havemeasures for electronic provision taken for
the information contained in reference
documents for the general meeting ofunitholders and other documents.

(New)

5. Of the matters for which measures forelectronic provision are taken, MFLP-REIT
may not include all or part of the mattersprescribed in the Regulation for
Enforcement of the Investment Trusts Act inthe documents to be delivered to theunitholders who have requested delivery ofthe documents be in paper format by therecord date for voting rights.

-5-Proposal No. 2: Partial Amendments to the Articles of Incorporation (2)1. Summary of the Proposal and Reasons for the Amendments
Pursuant to Article 93, Paragraph 1 of the Investment Trusts Act, MFLP-REIT
has provided in Article 14 of the current Articles of Incorporation to the effectthat when unitholders do not attend a general meeting of unitholders and do not
exercise their voting rights, those unitholders are deemed to vote in favor of the
proposals submitted to that general meeting of unitholders (if several proposals
have been submitted among which there are conflicting proposals, then excluding
any of such proposals) (so-called system of deemed votes in favor). However, inorder to directly reflect the intent of the unitholders who have actually exercised
their voting rights at a general meeting of unitholders, provisions will be made to
the effect that the system of deemed votes in favor provided in Article 14 of thecurrent Articles of Incorporation and Article 93, Paragraph 1 of the Investment
Trusts Act does not apply for proposals that could have substantial impact on theinterests of unitholders, the investment corporation’s governance structure, etc.
for which submission of conflicting proposals is difficult by nature. (Proposed
amendments: Article 14, Paragraph 2 and Paragraph 3)

-6-

2.

Details of the Amendments
Partial amendments will be made to the Articles of Incorporation as follows:(The underlined sections indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Article 14 (Deemed Votes in Favor)

Article 14 (Deemed Votes in Favor)

1. (Omitted)

1. (Unchanged)(New)

2. The provisions of the preceding paragraph
do not apply to resolutions on the proposals
pertaining to any of the following matters.
(1) Dismissalofexecutive
directors,
supervisory directors or independent
auditors(2) Dissolution(3) Approval for cancellation of an asset
management agreement by the asset
management company(4) Cancellation of an asset managementagreement by the investment corporation(5) Amendments to the articles of incorporation(however, limited to establishment, revision
or abolition of provisions in relation todeemed votes in favor)

2. The number of voting rights held by theunitholders who are deemed to vote in favorof the proposals pursuant to the provisionsof the preceding paragraph is included in thecalculation of the number of voting rights of
the attending unitholders.

3. The number of voting rights held by theunitholders who are deemed to vote in favorof the proposals pursuant to the provisionsof Paragraph 1 is included in the calculationof the number of voting rights of theattending unitholders.

-7-Proposal No. 3: Partial Amendments to the Articles of Incorporation (3)1. Summary of the Proposal and Reasons for the Amendments
Article 37, Paragraph 1, Item (4) of the current Articles of Incorporation provides
that asset management fees are payable as an acquisition fee upon a merger.
However, in the event of a merger of MFLP-REIT, including instances where theassets are succeeded by the other party to the merger, asset management fees will
be reassessed at the time of the merger. Similar to the acquisition or dispositionof assets, a merger of an investment corporation can be an effective method forrealizing significant growth opportunities or enhancing unitholder value. As
such, no limitation will be imposed on merger type in having MFLP-REIT takeon the function of an asset management company in conducting due diligenceand valuing the portfolio assets of the other party to the merger and other business
operations pertaining to the merger. It is important that MFLP-REIT is able toappropriately capture growth opportunities through mergers by making it
possible to choose the optimal merger type to realize improvements to unitholder
value. Therefore, in the event of a merger of MFLP-REIT with anotherinvestment corporation, when merger-related operations are undertaken by the
Asset Management Company, a reassessment of asset management fees at thetime of the merger without limiting the merger type to cases when MFLP-REIT
succeeds assets from the other party to the merger as the investment corporation
surviving an absorption-type merger, will contribute to achieving an
improvement to investor value. In line with this, to avoid the duplication of fees,
the Articles of Incorporation will be amended to exclude acquisition fees anddisposition fees from the merger fee. (Proposed amendments: Article 37,
Paragraph 1, Item (4) through Item (7))

-8-

2.

Details of the Amendments
Partial amendments will be made to the Articles of Incorporation as follows:(The underlined sections indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Article 37 (Standards for Payment of AssetManagement Fees to the Asset Management
Company)

Article 37 (Standards for Payment of AssetManagement Fees to the Asset Management
Company)

1. (Omitted)

1. (Unchanged)(1)-–(3) (Omitted)(1)-(3) (Unchanged)(4) Acquisition fee
If MFLP-REIT acquires (succeeds upon amerger if a merger conducted by MFLPREIT) real estate, etc. (in this Item (4),excluding those falling under Article 29,
Paragraph 1, Item (2) ⑨) and renewableenergy power generation facilities, or
equity related to a corporation holding
overseas real estate, the amount obtained
when that acquisition price (if a sale andpurchase transaction, then refers to thetransaction price, or if an exchange, thenthe valuation amount of the assets
acquired through the exchange, or if
through equity (excluding equity related
to a corporation holding overseas realestate), then the equity investment
amount, or if through equity related to a
corporation holding overseas real estate,then the acquisition price for the
corporation holding overseas real estate(as defined below), or if a merger
conducted by MFLP-REIT, then thevaluation amount, as at the time of themerger, of the real estate, etc. andrenewable energy power generation
facilities, or assets similar to real estate,etc. or renewable energy power
generation facilities held by the
corporation holding overseas real estate,
succeeded upon the merger; however,excluding consumption tax, etc. and(4) Acquisition fee
If MFLP-REIT acquires (except whenprovided for in Item (6)) real estate, etc.
(in this Item (4), excluding those fallingunder Article 29, Paragraph 1, Item (2)⑨) and renewable energy power
generation facilities, or equity related to a
corporation holding overseas real estate,
the amount obtained when that
acquisition price (if a sale and purchasetransaction, then refers to the transaction
price, or if an exchange, then thevaluation amount of the assets acquired
through the exchange, or if through equity(excluding equity related to a corporation
holding overseas real estate), then theequity investment amount, or if throughequity related to a corporation holding
overseas real estate, then the acquisition
price for the corporation holding overseas
real estate (as defined below); however,excluding consumption tax, etc. andacquisition expenses) is multiplied by therate separately agreed upon between
MFLP-REIT and the Asset Management
Company of no more than 0.5%
(however, no more than 0.25% ifacquiring from related parties of the AssetManagement Company (including if
acquiring from related parties of thecorporation holding overseas real estate))
is set as an acquisition fee.

-9-Current Articles of Incorporation

Proposed Amendments

acquisition expenses) is multiplied by therate separately agreed upon between
MFLP-REIT and the Asset Management
Company of no more than 0.5%
(however, no more than 0.25% ifacquiring from related parties of the AssetManagement Company (including if
acquiring from related parties of thecorporation holding overseas real estate))
is set as an acquisition fee.
“Acquisition price for the corporation
holding overseas real estate” refers to theamount calculated by taking theacquisition price for the corporation
holding overseas real estate if thecorporation holding overseas real estate
acquires assets of similar nature to realestate, etc. or renewable energy power
generation facilities, converting it into theJapanese currency equivalent based on
the foreign exchange rate as at theacquisition date, and then multiplying by
the percentage of MFLP-REIT’s equity
interest in the corporation holding
overseas real estate as at the acquisition
date.

“Acquisition price for the corporation
holding overseas real estate” refers to theamount calculated by taking theacquisition price for the corporation
holding overseas real estate if thecorporation holding overseas real estate
acquires assets of similar nature to realestate, etc. or renewable energy power
generation facilities, converting it into theJapanese currency equivalent based on
the foreign exchange rate as at theacquisition date, and then multiplying by
the percentage of MFLP-REIT’s equity
interest in the corporation holding
overseas real estate as at the acquisition
date.

(5) Disposition fee
If MFLP-REIT transfers real estate, etc.
(in this Item (5), excluding those fallingunder Article 29, Paragraph 1, Item (2)⑨) and renewable energy power
generation facilities, or assets of a similar
nature to these held by a corporation
holding overseas real estate, the amountobtained when that disposition price (if asale and purchase transaction, then refers
to the transaction price, or if an exchange,(5) Disposition fee
If MFLP-REIT transfers (except whenprovided for in Item (6)) real estate, etc.
(in this Item (5), excluding those fallingunder Article 29, Paragraph 1, Item (2)⑨) and renewable energy power
generation facilities, or assets of a similar
nature to these held by a corporation
holding overseas real estate, the amountobtained when that disposition price (if asale and purchase transaction, then refers- 10 -

Current Articles of Incorporation

Proposed Amendments

then the valuation amount of the assets
transferred through the exchange, or if
transferring assets of a similar nature to
real estate, etc. or renewable energy
power generation facilities held by acorporation holding overseas real estate,then the disposition price for the
corporation holding overseas real estate(as defined below); however, excluding
consumption tax, etc. and disposition
expenses) is multiplied by the rate
separately agreed upon between MFLPREIT and the Asset Management
Company of no more than 0.5%
(however, no more than 0.25% iftransferring to related parties of the AssetManagement Company (including iftransferring to related parties of thecorporation holding overseas real estate))
is set as a disposition fee.
“Disposition price for the corporation
holding overseas real estate” refers to theamount calculated by taking thedisposition price for the corporation
holding overseas real estate if thecorporation holding overseas real estatetransfers assets of similar nature to realestate, etc. or renewable energy power
generation facilities held, converting it
into the Japanese currency equivalent
based on the foreign exchange rate as at
the disposition date, and then multiplying
by the percentage of MFLP-REIT’s
equity interest in the corporation holding
overseas real estate as at the dispositiondate.

- 11 -

to the transaction price, or if an exchange,
then the valuation amount of the assets
transferred through the exchange, or if
transferring assets of a similar nature to
real estate, etc. or renewable energy
power generation facilities held by acorporation holding overseas real estate,then the disposition price for the
corporation holding overseas real estate(as defined below); however, excluding
consumption tax, etc. and disposition
expenses) is multiplied by the rate
separately agreed upon between MFLPREIT and the Asset Management
Company of no more than 0.5%
(however, no more than 0.25% iftransferring to related parties of the AssetManagement Company (including iftransferring to related parties of thecorporation holding overseas real estate))
is set as a disposition fee.
“Disposition price for the corporation
holding overseas real estate” refers to theamount calculated by taking thedisposition price for the corporation
holding overseas real estate if thecorporation holding overseas real estatetransfers assets of similar nature to realestate, etc. or renewable energy power
generation facilities held, converting it
into the Japanese currency equivalent
based on the foreign exchange rate as at
the disposition date, and then multiplying
by the percentage of MFLP-REIT’s
equity interest in the corporation holding
overseas real estate as at the dispositiondate.

Current Articles of Incorporation

Proposed Amendments(New)(6) Merger fee
If the Asset Management Company
conducts an investigation and valuationof the portfolio assets and such of theother party to a consolidation-type merger
or an absorption-type merger of MFLPREIT (including whether MFLP-REIT is
the investment corporation surviving theabsorption-type merger or the investment
corporation dissolving in the absorptiontype merger; the same applies hereinafter)(hereinafter collectively referred to as“merger”) or other business operations
pertaining to the merger and the merger
takes effect, the amount obtained when
the total amount of the valuation amountof the assets held by the other party (asdefined below) is multiplied by the rate
separately agreed upon between MFLPREIT and the Asset Management
Company by taking the content of thebusiness operations of the AssetManagement Company and other factors
into account of no more than 0.5%
(however, no more than 0.25% if theother party is a related party of the AssetManagement Company) is set as a merger
fee.
“Valuation amount of the assets held by
the other party” refers to: (i) If MFLPREIT is the investment corporation
surviving the absorption-type merger,
then the valuation amount of the realestate, etc. (in this Item (6), excluding
those falling under Article 29, Paragraph
1, Item (2) ⑨), renewable energy power
generation facilities and equity related to- 12 -

Current Articles of Incorporation

Proposed Amendmentsa corporation holding overseas real estate(hereinafter together referred to as“subject assets”) succeeded by MFLPREIT from the other party upon themerger, (ii) If MFLP-REIT is theinvestment corporation dissolving in theabsorption-type merger, then thevaluation amount of the subject assets
held by the other party at the time of themerger, or (iii) If a consolidation-typemerger, then the valuation amount of thesubject assets succeeded by the
corporation
incorporatedintheconsolidation-type merger from the otherparty upon the merger.

(6) Timing of payment of fees
The timing of payment of the fees
provided in (1) through (5) above by
MFLP-REIT is as follows:(7) Timing of payment of fees
The timing of payment of the fees
provided in (1) through (6) above by
MFLP-REIT is as follows:①-⑤ (Omitted)①-⑤ (Unchanged)(New)⑥ Merger fee
MFLP-REIT pays the merger fee to the
Asset Management Company by the last
day of the month following the month ofthe effective date of the merger.

2. (Omitted)

2. (Unchanged)- 13 -

Proposal No. 4: Appointment of One Executive Director
As the term of office of the executive director, Hiroshi Asai, will expire as of October
31, 2023, the appointment of one executive director, effective November 1, 2023, isrequested.
Pursuant to the provisions of Article 17, Paragraph 2 of the Articles of Incorporation,
the term of office of the executive director to be appointed based on this proposal shallbe two years from November 1, 2023.
This proposal is one submitted with the unanimous consent of the supervisory
directors at the meeting of the Board of Directors held on September 14, 2023.
The executive director candidate is as follows:
Name(Date of birth)

Hiroshi Asai
(Nov. 23, 1952)

Career summary,status of significant concurrent holding of positions, andpositions and duties at MFLP-REIT
Apr. 1976
Joined Mitsui Fudosan Co., Ltd.
Apr. 1999
General Manager of Real Estate Securitization
Department, Mitsui Fudosan Co., Ltd.
Apr. 2003
General Manager of Accounting and Finance
Department, Mitsui Fudosan Co., Ltd.
Apr. 2005
Managing Officer and General Manager of Accounting
and Finance Department, Mitsui Fudosan Co., Ltd.
Apr. 2008
Group Officer of Mitsui Fudosan Co., Ltd.
Seconded to Mitsui Fudosan Investment Advisors, Inc.
President & CEO
Apr. 2009
Group Senior Officer of Mitsui Fudosan Co., Ltd.
President & CEO of Mitsui Fudosan Investment
Advisors, Inc.
Apr. 2011
Executive Managing Officer of Mitsui Fudosan Co.,
Ltd.
Jun. 2011
Executive Managing Director and Executive Managing
Officer of Mitsui Fudosan Co., Ltd.
Apr. 2013
Managing Director and Executive Managing Officer of
Mitsui Fudosan Co., Ltd.
Apr. 2015
Managing Director of Mitsui Fudosan Co., Ltd.
Jun. 2015
Senior Corporate Auditor of Mitsui Fudosan Co., Ltd.
Jun. 2019
Advisor to Mitsui Fudosan Co., Ltd.
Nov. 2021
Executive Director, Mitsui Fudosan Logistics Park Inc.
(present post)- 14 -

・The above candidate for executive director owns 6 investment units of MFLP-REIT.
・There is no special interest between the above candidate for executive director and
MFLP-REIT.
・The above candidate for executive director currently executes all aspects of thebusiness of MFLP-REIT as the executive director of MFLP-REIT.
・The officer liability insurance policy is summarized below.
MFLP-REIT has entered into an officer liability insurance policy with an insurancecompany pursuant to Article 116-3, Paragraph 1 of the Investment Trusts Act, andcertain damages incurred due to the insured being subject to claims for compensation
for damages arising from an act performed in operations as an officer of MFLP-REIT
are covered by said insurance policy. However, there is an exemption clause statingthat damages arising from intentional action or gross negligence shall not be covered.
The insurance premiums for the insurance policy are paid by MFLP-REIT.
When the insurance period of the insurance policy expires, MFLP-REIT intends toenter into a policy with the same content again. The above candidate for executive
director is currently included in the insured under the insurance policy as an executive
director. If the above candidate for executive director is appointed as executive
director, he will continue to be included in the insured under the insurance policy.

- 15 -

Proposal No. 5: Appointment of Two Substitute Executive Directors
In preparation for any vacancy in the position of executive director or any shortfall in
the legally required number of executive directors, the appointment of two substituteexecutive directors, effective November 1, 2023, is requested. Pursuant to theprovisions of Article 17, Paragraph 3 of the Articles of Incorporation, the period thatthe resolution pertaining to the appointment of substitute executive directors based on
this proposal remains in force shall be until the expiration of the term of office of theperson to be substituted, the executive director to be appointed based on Proposal No.
4.
This proposal is one submitted with the unanimous consent of the supervisory
directors at the meeting of the Board of Directors held on September 14, 2023.
The candidates for substitute executive director are as below. The order of priority forthe assumption of office of executive director in the event that this proposal isapproved shall be Shinobu Sakanoshita as first priority and Morio Shibata as second
priority.
Candidate
No.

Name(Date of birth)

Career summary, andstatus of significant concurrent holding of positions
Apr. 1989
Apr. 2009
Apr. 2015

1

Shinobu Sakanoshita(Aug. 12, 1965)

Apr. 2017
Apr. 2020
Apr. 2023

Joined Mitsui Fudosan Co., Ltd.
Urban Development Department, Retail
Properties Division, Mitsui Fudosan Co., Ltd.
General Manager of Retail Properties Leasing
and Marketing Department (II), Retail
Properties Division, Mitsui Fudosan Co., Ltd.
General Manager of Outlet Department, Retail
Properties Division, Mitsui Fudosan Co., Ltd.
Seconded to Mitsui Fudosan RetailManagement Co., Ltd.
Seconded to Mitsui Fudosan Logistics REITManagement Co., Ltd.
President and Chief Executive Officer (present
post)- 16 -

Candidate
No.

Name
(Date of birth)

Career summary, andstatus of significant concurrent holding of positions
Apr. 1988
Jul. 2005
Apr. 20122

Morio Shibata(Nov. 6, 1965)

Apr. 2016

Apr. 2021

Joined Mitsui Fudosan Co., Ltd.
Seconded to Mitsui Fudosan Accommodations
Fund Management Co., Ltd.
Director and Chief Financial Officer
Executive Manager of Finance Group,
Accounting and Finance Department, Mitsui
Fudosan Co., Ltd.
Seconded to Nippon Building FundManagement Ltd.
Director, Chief Investment Officer and Chief
Financial Officer
Seconded to Mitsui Fudosan Logistics REITManagement Co., Ltd.
Director and Chief Investment Officer (present
post)

・Neither of the above candidates for substitute executive director owns investment
units of MFLP-REIT.
・The first candidate for substitute executive director is President and Chief Executive
Officer of Mitsui Fudosan Logistics REIT Management Co., Ltd., a company withwhich MFLP-REIT has concluded an asset management agreement, and the second
candidate is Director and Chief Investment Officer of the same company.
・Other than the above, there is no special interest between each candidate for
substitute executive director and MFLP-REIT.
・Concerning the validity of the appointment of substitute executive directors, there
may be cases where the appointment is revoked by resolution of the Board of
Directors of MFLP-REIT prior to assumption of office.
・The officer liability insurance policy is summarized below.
MFLP-REIT has entered into an officer liability insurance policy with an insurancecompany pursuant to Article 116-3, Paragraph 1 of the Investment Trusts Act, andcertain damages incurred due to the insured being subject to claims for compensation
for damages arising from an act performed in operations as an officer of MFLP-REIT
are covered by said insurance policy. However, there is an exemption clause statingthat damages arising from intentional action or gross negligence shall not be covered.
The insurance premiums for the insurance policy are paid by MFLP-REIT.
When the insurance period of the insurance policy expires, MFLP-REIT intends toenter into a policy with the same content again. If each of the above candidates for
substitute executive director is appointed as executive director, each will be includedin the insured under the insurance policy.

- 17 -

Proposal No. 6: Appointment of Two Supervisory Directors
As the term of office of the two supervisory directors, Izuru Goto and Eiko Osawa,
will expire as of October 31, 2023, the appointment of two supervisory directors,
effective November 1, 2023, is requested.
Pursuant to the provisions of Article 17, Paragraph 2 of the Articles of Incorporation,
the term of office of the supervisory directors appointed based on this proposal shallbe two years from November 1, 2023.
The supervisory director candidates are as follows:
Candidate
No.

Name(Date of birth)1

Izuru Goto
(Nov. 7, 1957)

Career summary,status of significant concurrent holding of positions, andpositions at MFLP-REIT
Apr. 1986
Registered as an Attorney at Law (Dai-Ichi
Tokyo Bar Association)
Apr. 1986
Furness, Sato & Ishizawa
Nov. 1989
Tanaka & Takahashi
Jun. 1993
Registered as an Attorney at Law in New York,
U.S.A
May 2001
Yuwa Partners (currently, City-Yuwa Partners)(present post)
Mar. 2016
Supervisory Director, Mitsui Fudosan Logistics
Park Inc. (present post)
Jun. 2016
Corporate Auditor (part-time), Tobishima
Corporation
May 2020
Manager of Legal Division (part-time), Japan
Virtual and Crypto assets Exchange Association
Oct. 1989
Jun. 1993
Aug. 1993
Aug. 2005

2

Eiko Osawa(Feb. 27, 1963)

Oct. 2006
Jul. 2008
Jul. 2021
Nov. 2021
Jun. 2023

Asahi Shinwa & Co. (currently, KPMG AZSA
LLC)Showa Ota & Co. (currently, Ernst & Young
ShinNihon LLC)
Registered as a Certified Public Accountant
Seconded to Financial Accounting Standards
Foundation
Research Specialist
SecondedtoInternational AccountingStandards Board
Visiting Researcher
Partner, Shin Nihon & Co. (currently, Ernst &Young ShinNihon LLC)
Representative, Osawa Certified Public
Accountant Office (present post)
Supervisory Director, Mitsui Fudosan Logistics
Park Inc. (present post)
Outside Audit & Supervisory Board Member,
EXEO Group, Inc. (present post)- 18 -

・Neither of the above candidates for supervisory director owns investment units of
MFLP-REIT.
・There is no special interest between each candidate for supervisory director and
MFLP-REIT.
・Each candidate for supervisory director currently supervises all aspects of theexecution of duties by the executive director of MFLP-REIT as a supervisory
director of MFLP-REIT.
・The officer liability insurance policy is summarized below.
MFLP-REIT has entered into an officer liability insurance policy with an insurancecompany pursuant to Article 116-3, Paragraph 1 of the Investment Trusts Act, andcertain damages incurred due to the insured being subject to claims for compensation
for damages arising from an act performed in operations as an officer of MFLP-REIT
are covered by said insurance policy. However, there is an exemption clause statingthat damages arising from intentional action or gross negligence shall not be covered.
The insurance premiums for the insurance policy are paid by MFLP-REIT.
When the insurance period of the insurance policy expires, MFLP-REIT intends toenter into a policy with the same content again. Each of the above candidates forsupervisory director is currently included in the insured under the insurance policy as
a supervisory director. If each of the above candidates for supervisory director isappointed as supervisory director, each will continue to be included in the insured
under the insurance policy.

- 19 -

Reference Matters
When there are conflicting proposals among the proposals submitted to the General
Meeting of Unitholders, the provisions of “deemed votes in favor” provided in Article 14of the current Articles of Incorporation of MFLP-REIT shall not apply to any of suchproposals.
None of the proposals of Proposal No. 1 through Proposal No. 6 above fall under the
category of conflicting proposals.
End- 20 -