Translation of Japanese Original

Articles of Incorporation

Sekisui House Reit, Inc.

Articles of Incorporation
Established on September 2, 2014
Amended on October 16, 2014
Amended on July 28, 2016
Amended on March 27, 2018
Amended on May 1, 2018
Amended on January 29, 2020
Amended on May 1, 2020
Amended on January 26, 2022
Amended on January 24, 2024

Chapter 1
Article 1

General Provisions

Corporate Name

The name of the Investment Corporation in Japanese shall be Sekisui House Reit Toshi Hojin.
In English, the Investment Corporation shall be called Sekisui House Reit, Inc.
Article 2

PurposeThe purpose of the Investment Corporation is to manage its assets principally as an investment
in real estate and other assets (as set forth in the Regulation for Enforcement of the Act on
Investment Trusts and Investment Corporations (Order of the Prime Minister’s Office No. 129
of 2000, as amended) (the “Regulation for Enforcement of the Investment Trusts Act”)), among
the specified assets (the “Specified Assets”) as set forth in Article 2, Paragraph 1 of the Act on
Investment Trusts and Investment Corporations (Law No. 198 of 1951, as amended) (the“Investment Trusts Act”) .
Article 3

Location of Head Office

The head office of the Investment Corporation is in Minato-ku, Tokyo.
Article 4

Method of Public Notice

The Investment Corporation shall publish all public notices in Nihon Keizai Shimbun.
Chapter 2
Article 5Investment Unit

Total Number of Issuable Investment Units, Etc.

1. The total number of issuable investment units for the Investment Corporation is twenty
million (20,000,000) units.

2. The proportion of the issue amount of the investment units to be offered in Japan to the total
issue amount of the investment units of the Investment Corporation shall be more than fifty
hundredths.
3. The Investment Corporation may solicit persons who subscribe for the investment units it
issues within the total number of issuable investment units as stated in Paragraph 1 above andwith the approval of the board of directors.

The amount to be paid per unit at the time ofissuance of the offered investment units (which means the investment units to be allocated tothose who applied for the subscription for such investment units in response to such
solicitation) shall be the amount determined and approved by the board of directors as fairamount in light of the assets held by the Investment Corporation (the “Managed Assets”).
Article 6

Redemption of Investment Units upon Request of a Unitholder and Acquisitionof Treasury Investment Units

1. The Investment Corporation shall not redeem any investment units upon request of aunitholder.
2. The Investment Corporation may acquire its investment units with compensation byagreement with its unitholders.
Article 7

Matters regarding the Handling of Investment Units

Recording and registration in the register of unitholders of the Investment Corporation,
procedures for unitholders to exercise their rights and any other procedures and charges relating
to the handling of investment units are subject to the laws and regulations, and these Articles ofIncorporation, as well as the provisions of the Investment Units Handling Rules prescribed by
the board of directors.
Article 8

Minimum Net Asset ValueThe Investment Corporation shall hold a minimum net asset value of fifty-million yen(¥50,000,000) at all times.
Chapter 3
Article 9

General Meetings of Unitholders

General Meeting of Unitholders

1. A general meeting of unitholders of the Investment Corporation shall be held within the 23
wards of Tokyo, and shall be convened on January 1, 2020 and onwards without delay, andsubsequently be convened on January 1 every two years and onwards without delay.

Inaddition, the general meetings of unitholders may be held from time to time when it isnecessary.
2. To convene a general meeting of unitholders, the date of such general meeting of unitholders
shall be announced in public notice at least two months prior to such date, and a notice shallbe issued to each unitholder in writing or by electromagnetic means pursuant to the laws andregulations at least two weeks prior to such date.

However, such public notice is not

required in the case where the general meeting of unitholders is held before twenty-five (25)months have elapsed since the last general meeting of unitholders was held in accordancewith the provision of the first sentence of the immediately preceding paragraph.
3. When convening a general meeting of unitholders, the Investment Corporation shall takemeasures to electronically provide information such as reference materials for the general
meeting of unitholders, etc.
4. The Investment Corporation may decide not to include all or part of the matters stipulated in
the Regulation for Enforcement of the Act on Investment Trusts and Investment Corporations
among the matters for which electronic provision measures will be taken in the document tobe delivered to unitholders who have requested delivery of printed documents by the record
date for voting rights.
Article 10

Convener

Unless otherwise provided by the laws and regulations, general meetings of unitholders shall be
convened by the executive director if there is one executive director, or by one executive
director according to the order predetermined by the board of directors if there are two or more
executive directors.
Article 11

Chair

The executive director shall chair general meetings of unitholders if there is one executive
director, and one executive director shall chair general meetings of unitholders according to theorder predetermined by the board of directors if there are two or more executive directors.

If

there are no executive directors or all executive directors are unable to do so, one supervisory
director shall chair the general meeting of unitholders according to the order predetermined by
the board of directors.
Article 12

Record Date

1. If the Investment Corporation convenes a general meeting of unitholders pursuant to the first
sentence of Paragraph 1 of Article 9, the Investment Corporation shall deem the unitholders
recorded or registered in the final register of unitholders as of the end of October in 2019 andsubsequently as of the end of October in every two years to be the unitholders who areentitled to exercise their rights at such general meeting of unitholders.

In addition to suchcase, if a general meeting of unitholders is to be held on a day within three months after theimmediately preceding Accounting Settlement Day (as defined in Article 45; the same shallapply hereinafter), the Investment Corporation shall deem the unitholders recorded orregistered in the final register of unitholders for such Accounting Settlement Day to be theunitholders who are entitled to exercise their rights at such general meeting of unitholders.
2. Notwithstanding the preceding paragraph, the Investment Corporation may, in accordancewith a resolution of the board of directors, make an advance public notice and deem theunitholders recorded or registered or the registered investment unit pledgees in the final
register of unitholders on a certain date to be the unitholders or the registered investment unit
pledgees who are entitled to exercise their rights.
Article 13

Exercise of Voting Rights by Proxy

1. Each unitholder is entitled to exercise its voting rights by proxy, who shall be one unitholder
with voting rights in the Investment Corporation.
2. In the case of the preceding paragraph, such unitholders or proxies shall, for each general
meeting of unitholders, submit to the Investment Corporation in advance a document
evidencing their power of attorney or provide the Investment Corporation by electromagnetic
means with the information that should be contained in such document.

Unitholders or

proxies who intend to provide the information to be contained in the document evidencing
their power of attorney by electromagnetic means shall indicate the Investment Corporation
the type and content of the electromagnetic means they will use and obtain written or
electromagnetic consent in advance.
Article 14

Exercise of Voting Rights in Writing

1. A unitholder may exercise its voting rights in writing by stating in a document for the
exercise of voting rights (the “Voting Rights Exercise Form”) the necessary matters andsubmitting the completed Voting Rights Exercise Form to the Investment Corporation by thetime set forth by the laws and regulations.
2. The number of voting rights exercised in writing pursuant to the preceding paragraph shall be
included in the number of voting rights of unitholders present.
Article 15

Exercise of Voting Rights by Electromagnetic Means

1. A unitholder may exercise its voting rights by electromagnetic means by providing theInvestment Corporation with the information that is required to be stated in the Voting Rights
Exercise Form by electromagnetic means by the time set forth in the laws and regulations,with the consent of the Investment Corporation, in accordance with the provisions of the laws
and regulations.
2. The number of voting rights exercised by electromagnetic means pursuant to the preceding
paragraph shall be included in the number of voting rights of unitholders present.
Article 16

Method of Resolution

Unless otherwise provided by the laws and regulations or these Articles of Incorporation,
resolutions of a general meeting of unitholders shall be passed with a majority of the voting
rights of the unitholders present.
Article 17

Deemed Approval

1. Unitholders who do not attend a general meeting of unitholders and do not exercise voting
rights shall be deemed to approve the proposals for resolution submitted to the general
meeting of unitholders (excluding any proposals with purposes that conflict with each otherin the case that multiple proposals are submitted).
2. The number of voting rights of unitholders deemed to approve the proposals for resolution
pursuant to the preceding paragraph shall be included in the number of voting rights ofunitholders present.
Article 18

Minutes

The minutes of the general meetings of unitholders which describe the outline of the progress of
the agenda and the result thereof and other items provided by the laws and regulations shall be
prepared.
Article 19 Rules for the General Meetings of Unitholders
Matters regarding the general meetings of unitholders shall be subject to the Rules for the
General Meetings of Unitholders prescribed by the board of directors, as well as the laws andregulations and these Articles of Incorporation.
Chapter 4
Article 20

Organizations other than General Meetings of Unitholders

Number of Directors and Composition of the Board of Directors

The Investment Corporation shall have at least one executive director and at least two
supervisory directors (at least a number one more than the number of executive directors), andexecutive directors and supervisory directors (the “Directors”) shall compose the board of
directors.

Article 21

Appointment of Directors

Directors shall be appointed by resolution of the general meeting of unitholders.
Article 22

Term of Directors

1. The term of office of Directors shall be two (2) years after the appointment; provided,
however, that this shall not prevent such term from being extended or shortened to the extent
permitted by the laws and regulations by resolution of the general meeting of unitholders.
The term of office of Directors appointed to fill a vacancy or increase numbers shall be thesame as the remaining term of their predecessors or the other Directors still in office.
2. The resolution concerning the appointment of a Director who is appointed to fill a vacancy
shall be effective until the term of office of the incumbent Director who is appointed at thegeneral meeting of unitholders at which such resolution is passed (if the Director is notappointed at such general meeting of unitholders, the last general meeting of unitholders at
which the Director is appointed) expires.

However, such term shall not be restricted frombeing shortened by resolution of the general meeting of unitholders.
Article 23

Convener and Chair of Meeting of the Board of Directors

1. Unless otherwise provided by the laws and regulations, meetings of the board of directors
shall be convened and chaired by the executive director if there is one executive director, orby one executive director according to the order predetermined by the board of directors if
there are two or more executive directors. Furthermore, in accordance with the rules of theboard of directors predetermined by the board of directors, the relevant executive director orsupervisory director shall serve as the chairperson.
2. Convocation notices for meetings of the board of directors are issued to all the Directors atleast three days before the date of a meeting of the board of directors.

However, theconvocation period may be abridged or the convocation procedures may be omitted, with theagreement of all the Directors.
Article 24

Method of Resolution of Meeting of the Board of Directors

Unless otherwise provided by the laws and regulations or these Articles of Incorporation,
resolutions of a meeting of the board of directors shall be passed with a majority of the
Directors present, when a majority of the Directors who are entitled to particiapte in the
resolution are present.
Article 25

Minutes of the meetings of the Board of Directors

The minutes of the meetings of the board of directors which describe and record the outline ofthe progress of the agenda and the result thereof and other items provided by the laws andregulations shall be prepared.

The Directors present shall sign, name and seal, or

electromagnetically sign such minutes.
Article 26 Rules for the Board of Directors
Matters regarding the board of directors shall be subject to the Rules for the Board of Directors
prescribed by the board of directors, as well as the laws and regulations and these Articles ofIncorporation.
Article 27

Exemption of Directors from Liabilities to Damages

The Investment Corporation may exempt a Director from its liability under Article 115-6,
Paragraph 1 of the Investment Trusts Act, to the extent permitted by the laws and regulations, byresolution of the board of directors in the event that the Director has acted in good faith andwithout gross negligence in the conduct of duties and that such exemption is consideredparticularly necessary in light of the details of the facts giving rise to the liability, the status of
the execution of the Director's duties and any other factors.
Article 28 Appointment of Accounting Auditor
Accounting auditors shall be appointed by resolution of the general meetings of unitholders.
Article 29 Term of Accounting Auditor
1. The term of office of accounting auditors shall be the period up to the closing of the first
general meeting of unitholders which is held after the first Accounting Settlement Day thatcomes after one year has elapsed since such accounting auditor took his/her office.
2. Unless any other specific resolution is made in the general meetings of unitholders as set
forth in the preceding paragraph, the accounting auditors are deemed to be re-appointed insuch general meeting of unitholders.
Article 30 Exemption of Accounting Auditors from Liabilities to Damages
The Investment Corporation may exempt an accounting auditor from its liability under Article
115-6, Paragraph 1 of the Investment Trusts Act, to the extent permitted by the laws andregulations, by resolution of the board of directors in the event that the accounting auditor has
acted in good faith and without gross negligence in the conduct of duties and that such
exemption is considered particularly necessary in light of the details of the facts giving rise to
the liability, the status of the execution of the accounting auditor's duties and any other factors.

Chapter 5
Article 31

Asset Management

Basic Policy of Asset Management

The Investment Corporation shall manage its assets by investing continuously and principally inReal Estate and Other Assets (as defined in Paragraph 1 of Article 32).

The purpose of theInvestment Corporation is to achieve mutual growth and prosperity together with all
stakeholders such as unitholders and tenants, aiming at providing high-quality social capital andmaximizing unitholder value through asset management that pursues stable earnings over the
medium to long term and steady growth in the Managed Assets.
Article 32 Categories, Purpose and Scope of Target Assets of Asset Management
1. The Investment Corporation shall invest primarily in real estate, real estate lease rights,
surface rights, trust beneficiary rights in trust of the above assets only and issued andoutstanding shares of a corporation stipulated in Article 221-2, Paragraph 1 of the Regulation
for Enforcement of the Investment Trusts Act (the “Corporation Holding Overseas Real
Estate”) (limited to such outstanding shares as acquired in excess of the number obtained bymultiplying the total number of such outstanding shares (excluding the shares held by such
Corporation Holding Overseas Real Estate) by the ratio set forth in Article 221 of theRegulation for Enforcement of the Investment Trusts Act) (the “Real Estate and Other
Assets”)
2. Besides the Real Estate and Other Assets, the Investment Corporation may invest in thefollowing Specified Assets:(a) Trust beneficiary rights in trust of real estate, real estate lease rights or surface rights(including comprehensive trust beneficiary rights in trust of the same together with money
associated with the real estate, and also including trust beneficiary rights in trust of such
trust beneficiary rights, but excluding those falling under the Real Estate and Other
Assets);(b) Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust
assets as an investment in real estate, real estate lease rights or surface rights;(c) Equity interests in an agreement where one party makes a financial contribution to anotherparty to manage the Real Estate and Other Assets or the assets listed in the Items (a) and(b), and the other party manages that contribution principally as an investment in thoseassets and distributes profits from such management (“Equity Interests in Silent
Partnership on Real Estate”);(d) Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust
assets principally as an investment in Equity Interests in Silent Partnership on Real Estate;(e) Real estate, real estate lease rights or surface rights under the laws and regulations of aforeign county, or trust beneficiary rights in trust of only real estate, real estate lease rights
or surface rights or the assets listed in Items (a) to (d) established under the laws andregulations of a foreign country;(f)Preferred equity securities (as set forth in the Act on Securitization of Assets (Law No. 105
of 1998, as amended) (the “Asset Securitization Act”) (limited to those the purpose ofwhich is to invest the amount exceeding the half of the assets in the Real Estate and Other
Assets or the assets listed in Items (a) to (e) (the “Real Estate-Related Assets”));(g) Beneficiary certificates (as set forth in the Investment Trusts Act) (limited to those thepurpose of which is to invest the amount exceeding the half of the assets in the Real
Estate-Related Assets);(h) Investment securities (as set forth in the Investment Trusts Act) (limited to those thepurpose of which is to invest the amount exceeding the half of the assets in the Real
Estate-Related Assets);(i)

Beneficiary certificates of a specified purpose trust (as set forth in the Asset SecuritizationAct) (excluding the Real Estate and Other Assets, the assets falling under Item (a), (b) or(d) and the assets listed in Item (e) which are to be invested in the Real Estate and Other
Assets or the assets listed in Item (a), (b) or (c)) (limited to those the purpose of which is toinvest the amount exceeding the half of the assets in the Real Estate-Related Assets);(j)

Assets of the same nature as those listed in Item (f) or (i) established under the laws andregulations of a foreign country (limited to those the purpose of which is to invest theamount exceeding the half of the assets in the Real Estate-Related Assets);(k) Deposits;(l)Call loans;(m) Monetary claims (excluding the assets listed in Item (k) or (l));(n) National government bonds;(o) Municipal bonds;(p) Debentures issued by a corporation pursuant to a special act (as set forth in the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the “FIEA”);(q) Specified bond certificates as set forth in the Asset Securitization Act;(r)

Bond certificates;(s)

Share certificates (including those of a corporation under the laws and regulations of aforeign country; limited to those the purpose of which is to substantially invest in the Real
Estate-Related Assets or those to be acquired incidental to or in relation to an investment in
the Real Estate-Related Assets; and excluding those of a Corporation Holding Overseas
Real Estate as set forth in Paragraph 1);

(t)Beneficiary certificates of a bond investment trust (which are beneficiary certificates of asecurities investment trust as set forth in the Investment Trusts Act which are intended tobe managed as an investment in the assets, etc. listed in Item (n), (o), (r), (v) or (w));(u) Investment corporation bonds certificates as set forth in the Investment Trusts Act;(v) Commercial papers;(w) Negotiable certificates of deposit issued by a foreign corporation;(x) Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust
assets as investment in the assets as set forth in Items (k) to (w);(y) Assets of the same nature as those listed in the preceding item that were established under
the laws and regulations of a foreign country;(z) Rights related to derivatives transactions (as set forth in the Order for Enforcement of the
Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000, as
amended) (the “Investment Trusts Act Enforcement Order”); and(aa) Renewable energy power generation facilities (as set forth in Article 3, Item 11 of theInvestment Trusts Act Enforcement Order).
3. In addition to the Specified Assets as set forth in Paragraphs 1 and 2 above, the Investment
Corporation may invest in the following assets:(a) Trademark rights, or exclusive rights to use or non-exclusive rights to use therefor as set
forth in the Trademark Act (Act No. 127 of 1959, as amended);(b) Right to use the source of hot springs as set forth in the Hot Springs Act (Act No. 125 of1948, as amended); rights to use hot springs as set forth in the Sightseeing Facility Estate
Mortgage Act (Act No. 91 of 1968, as amended) and the hot-spring rights (onsen-ken) or
the rights to use hot springs (onsen riyo-ken) admitted under customary law; and facilities
and the like related to such hot springs;(c) Carbon dioxide equivalent quota provided for in the Act on Promotion of Global WarmingCountermeasures (Act No. 117 of 1998, as amended) or other quota similar thereto or
emission right (including emission right concerning greenhouse gases);(d) Movables as set forth in the Civil Code (Act No. 89 of 1896, as amended) (the “Civil
Code”), such as facilities, equipment, and other items attached to the Real Estate-Related
Assets (excluding those set forth in Item (aa) of Paragraph 2 of Article 32);(e) Copyrights and other similar rights as set forth in the Copyright Act (Act No. 48 of 1970,
as amended);(f)Equity interests in a partnership under the Civil Code (limited to those established byinvesting real estate, real estate lease rights or surface rights and the purpose for which islease, operation or management thereof);(g) Easements;

(h) Specified equity as set forth in the Asset Securitization Act;(i)

Status of member of limited liability companies as set forth in the Companies Act (Act No.
86 of 2005, as amended);(j)Status of contributor of funds for a general incorporated association (including claim forrefund of the funds) as set forth in the Act on General Incorporated Associations andGeneral Incorporated Foundations (Act No. 48 of 2006, as amended);(k) Trust beneficiary rights in trust of the assets listed in Items (a) to (j) as trust assets;(l)

Rights related to various insurance contracts;(m) Assets of the same nature as those listed in Items (f), and (h) to (l), established under thelaws and regulations of a foreign country;(n) Investments stipulated in the Shinkin Bank Act (Act No. 238 of 1951, including
subsequent amendments); and(o) Other assets obtainable under the rules of financial instruments exchanges or other similarorganizations, which are necessary or useful for management of the Real Estate-Related
Assets held by the Investment Corporation.

4.

With respect to the Rights That Must Be Indicated on Securities as set forth in Article 2,
Paragraph 2 of the FIEA, if no such securities indicating rights have been issued, suchrights shall be regarded as such securities and Paragraphs 1 to 3 shall apply.

Article 33

Investment Policy

1. The Investment Corporation shall position real estate mainly for residential use (the“Residential Properties”) and non-residential, business purpose real estate that is used mainly
as office buildings, hotels and retail properties, etc. (the “Commercial Properties”) as its
primary investment target.
2. The investment area of the Residential Properties and the Commercial Properties shall bemainly in Japan but the Investment Corporation may invest overseas.
3. The main geographical areas for investment of the Residential Properties in Japan shall be
Greater Tokyo and major cities in Japan other than Greater Tokyo such as theordinance-designated cities, and commuting areas around them.
4. The main geographical areas for investment of the Commercial Properties in Japan shall be
the Three Major Metropolitan Areas (which collectively refers to Greater Tokyo, Osaka Area
and Nagoya Area) centering on the 23 wards of Tokyo, Osaka City and Nagoya City andmajor cities in Japan other than the Three Major Metropolitan Areas.
5. The main geographical areas for investment of the overseas Residential Properties andCommercial Properties are Singapore, Australia and the U.S., as well as other countries andregions where the population and economy are expected to grow.
Article 34

Investment Restrictions

1. The Investment Corporation shall invest in monetary claims and securities (excluding thosefalling under the Real Estate-Related Assets), focusing on the safety and redeemability, andshall not make investments only in pursuit of profits from active investment.
2. The Investment Corporation shall make investments in the rights related to derivatives
transactions as set forth in Item (z) of Paragraph 2 of Article 32 only for the purpose ofhedging exchange risk, price fluctuation risk, interest rate risk and other risk factors arisingfrom the Managed Assets or liabilities of the Investment Corporation.
3. The Investment Corporation shall manage assets so that seventy-five hundredths or more of
the total amount of the Specified Assets held by the Investment Corporation is made up of
specified real estate (real estate, real estate lease rights or surface rights, or trust beneficiaryrights in trust of ownership of real estate, land lease rights or surface rights from Specified
Assets acquired by the Investment Corporation).

Article 35

Reinvestment of Proceeds, Etc.

The Investment Corporation may appropriate proceeds from sales of the Managed Assets,interests, dividends and redemption money on securities, interest, etc., trust dividends, profit
distributions from Equity Interests in Silent Partnership, rent income from the Real Estate andOther Assets and any other proceeds, as well as leasehold deposit and tenant security deposit, toinvestment or reinvestment.
Article 36 Purpose and Scope of Lending of Portfolio Assets
1. In principle, the Investment Corporation shall lease the real estate within the Managed Assets(including underlying real estate of the Real Estate-Related Assets) for the purpose of
securing mid- to long-term and stable income.
2. In leasing the real estate, the Investment Corporation may receive leasehold deposit or tenantsecurity deposit or other similar money, and shall manage such received money inaccordance with Articles 31, 34 and 35.
3.

The Investment Corporation may lend the Managed Assets other than the real estate within
the Managed Assets (including underlying real estate of the Real Estate-Related Assets).
Chapter 6

Article 37

Asset Evaluation

Principles for Evaluating Assets

The Investment Corporation shall evaluate the Managed Assets in accordance with the generally
accepted corporate accounting standards and practices.

In evaluation of the Managed Assets,

the Investment Corporation shall comply with the general principal of consistency in order toensure the reliability of the evaluation results, and carry out its business appropriately andfaithfully for the interest of unitholders.
Article 38

Asset Evaluation Record Date

The asset evaluation record date for the Investment Corporation shall be each Accounting
Settlement Day set forth in Article 45.

However, the record date for securities (excluding thosein which the Investment Corporation has invested with the intention to hold to maturity) andother Specified Assets that can be evaluated using the value based on the market value shall be
the end of every month.
Article 39

Method of and Standards for Asset Evaluation

The method of and standards for asset evaluation of the Investment Corporation shall be
determined by the type of the Managed Asset, and shall be as follows as a general rule.

(a) Real estate, real estate lease rights and surface rights of the Real Estate and Other Assets as
set forth in Paragraph 1 of Article 32; and those under the laws and regulations of a foreigncountry as set forth in Item (e) of Paragraph 2 of Article 32:
To be evaluated by subtracting the accumulated depreciation from the acquisition price.
The amount of depreciation for buildings and equipment is calculated using the straightline method.

However, the calculation method may be changed if such calculation

method as employed by the Investment Corporation is believed to be inappropriate on
justifiable grounds and if it is reasonably believed that such change will cause no harm interms of investor protection.
(b) Trust beneficiary rights in trust of real estate, real estate lease rights and surface rights as
set forth in Paragraph 1 and Item (a) of Paragraph 2 of Article 32; and trust beneficiaryrights in trust of real estate, real estate lease rights and surface rights established under thelaws and regulations of a foreign country as set forth in Item (e) of Paragraph 2 of Article
32:
Real estate, real estate lease rights and surface rights as the trust assets are evaluated bysubtracting the accumulated depreciation from the acquisition price.

The amount ofdepreciation for buildings and equipment is calculated using the straight line method.
However, the calculation method may be changed only when the calculation in the straightline method becomes inappropriate on justifiable grounds and if it is reasonably believedthat such change will cause no harm in terms of investor protection.

Financial assets andliabilities contained in the trust assets are evaluated in accordance with the generally
accepted corporate accounting standards and practices.

Trust beneficiary rights are thenevaluated by subtracting the total amount of trust liabilities from the total amount of trust
assets to obtain the amount equivalent to the share of the trust beneficiary rights.
(c) Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust
assets as an investment in real estate, real estate lease rights or surface rights as set forth in
Item (b) of Paragraph 2 of Article 32; and trust beneficiary rights in monetary trusts
established under the laws and regulations of a foreign country as set forth in Item (e) of
Paragraph 2 of Article 32, the purpose of which is to manage the trust assets as aninvestment in real estate, real estate lease rights or surface rights as set forth in Item (b) of
Paragraph 2 of Article 32:
Real estate, real estate lease rights and surface rights as the trust assets are evaluated inaccordance with Item (a).

Financial assets and liabilities contained in the trust assets areevaluated in accordance with the generally accepted corporate accounting standards andpractices.

Trust beneficiary rights of such trust are then evaluated by subtracting the total

amount of trust liabilities from the total amount of trust assets to obtain the amountequivalent to the share of the trust beneficiary rights.
(d) Equity Interests in Silent Partnership on Real Estate as set forth in Item (c) of Paragraph 2
of Article 32; and those established under the laws and regulations of a foreign country as
set forth in Item (e) of Paragraph 2 of Article 32:
Real estate, real estate lease rights and surface rights as the assets of silent partnership are
evaluated in accordance with Item (a).

Financial assets and liabilities contained in theassets of silent partnership are evaluated in accordance with the generally accepted
corporate accounting standards and practices.

Equity Interests in Silent Partnership arethen evaluated by subtracting the total amount of liabilities from the total amount of assets
to obtain the net asset value of the silent partnership that is equivalent to the Investment
Corporation’s equity interest in such silent partnership.
(e) Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust
assets principally as an investment in Equity Interests in Silent Partnership on Real Estate
as set forth in Item (d) of Paragraph 2 of Article 32; and trust beneficiary rights inmonetary trusts established under the laws and regulations of a foreign country as set forthin Item (e) of Paragraph 2 of Article 32, the purpose of which is to manage the trust assets
as an investment in Equity Interests in Silent Partnership on Real Estate as set forth in Item(d) of Paragraph 2 of Article 32:
Equity Interests in Silent Partnership as the assets of the trust assets are evaluated inaccordance with Item (d).

Financial assets and liabilities are evaluated in accordance withthe generally accepted corporate accounting standards and practices and then are evaluatedby subtracting the total amount of trust liabilities from the total amount of trust assets toobtain the amount equivalent to the share of the trust beneficiary rights.
(f)Securities (including share certificates of the Corporation Holding Overseas Real Estate as
set forth in Paragraph 1 of Article 32, and excluding those listed in each of the preceding
Items):(i) Securities listed on the financial instruments exchange, OTC securities, and othersecurities listed in Article 6, Paragraph 1, Item 3 of the Regulations on Accounting ofInvestment Corporations (Cabinet Office Order No. 47 of 2006, as amended) (the“Investment Corporations Accounting Regulations”):
To be evaluated by market value (the amount calculated based on the publishedclosing price or an equivalent amount produced in a reasonable calculation method).
(ii) Other Securities:
To be evaluated in accordance with the generally accepted corporate accounting
standards and practices and/or other Investment Corporations Accounting Regulations.

(g) Monetary claims as set forth in Item (m) of Paragraph 2 of Article 32:
To be evaluated by subtracting the allowance for bad debts calculated in accordance withthe estimated cost of bad debts from the acquisition price.

However, if such monetaryclaims are acquired for a price higher or lower than the value of such claim, when the
difference between the acquisition price and the value of such claim is considered as rateadjustment, the monetary claims are evaluated by subtracting the allowance for bad debts
from the amount calculated on an amortized cost basis.
(h) Rights related to derivatives transactions as set forth in Item (z) of Paragraph 2 of Article
32:(i) Claims and debts produced as a result of transactions of derivatives listed on thefinancial instruments exchange:
To be evaluated with a price calculated based on the closing price of the relevant
financial instruments exchange.

If no closing price is provided on such day, theamount calculated based on the closing price of the day immediately preceding suchday will be used.
(ii) Claims and debts produced as a result of transactions of unlisted and unquoted
derivatives on the financial instruments exchange:
To be evaluated with a price calculated in a reasonable manner as a price equivalent to
the market price.
However, hedge accounting is applicable to transactions recognized as hedgetransactions in accordance with the generally accepted corporate accounting standards
and practices.

Special accounting method for interest rate swaps is applicable totransactions satisfying the requirements for the special accounting method for interest
rate swaps as set forth in the accounting standards for financial instruments.
(i)

Others:If the evaluation of an asset is not set forth in the above items, the asset is evaluated, byeach type of assets, as the amount that should be affixed using the evaluation regulations of
the Investment Trusts Association, Japan (the “JITA”) or the generally accepted corporate
accounting standards and practices.

Article 40

Value in Securities Registration Statements, Securities Reports and AssetManagement Reports

If making evaluations in a way that differs from the methods set forth in Article 39 for the
purposes of recording a value in a securities registration statement, securities report and asset
management report, etc., evaluations shall be made in the following way.
(a) Real estate, real estate lease rights and surface rights of the Real Estate and Other Assets asset forth in Paragraph 1 of Article 32; those under the laws and regulations of a foreigncountry as set forth in Item (e) of Paragraph 2 of Article 32; and those held by the
Corporation Holding Overseas Real Estate as set forth in Paragraph 1 of Article 32:
In principle, to be evaluated as the amount calculated from the appraisal by a real property
appraiser (if such assets are in any foreign currency, the amount converted into JPY).
(b) Trust beneficiary rights in trust of real estate, real estate lease rights and surface rights as
set forth in Paragraph 1 and Item (a) of Paragraph 2 of Article 32; and trust beneficiaryrights in monetary trusts, the purpose of which is to manage the trust assets as aninvestment in real estate, real estate lease rights or surface rights as set forth in Item (b) of
Paragraph 2 of Article 32; and trust beneficiary rights in trust of real estate, real estate leaserights or surface rights established under the laws and regulations of a foreign country as
set forth in Item (e) of Paragraph 2 of Article 32; and trust beneficiary rights in monetarytrusts, the purpose of which is to manage the trust assets as an investment in real estate,real estate lease rights or surface rights as set forth in Item (b) of Paragraph 2 of Article 32:
The trust assets which are real estate, real estate lease rights and surface rights areevaluated, in principle, as the amount produced from the appraisal by the real property
appraiser (if such assets are in any foreign currency, the amount converted into JPY), andtrust assets which are financial assets or liabilities are evaluated in accordance with thegenerally accepted corporate accounting standards and practices. Trust beneficiary rights
are then evaluated by subtracting the total amount of trust liabilities from the total amountof trust assets to obtain the amount equivalent to the share of the trust beneficiary rights.
(c) Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust
assets as an investment in Equity Interests in Silent Partnership on Real Estate as set forthin Items (c) and (d) of Paragraph 2 of Article 32; and trust beneficiary rights in monetarytrusts established under the laws and regulations of a foreign country as set forth in Item(e) of Paragraph 2 of Article 32, the purpose of which is to manage the trust assets as aninvestment in Equity Interests in Silent Partnership on Real Estate as set forth in Items (c)and (d) of Paragraph 2 of Article 32:
Real estate, real estate lease rights and surface rights which are underlying assets of silent
partnership are evaluated following the preceding Item.

Financial assets and liabilities

which are underlying assets of silent partnership are evaluated in accordance with thegenerally accepted corporate accounting standards and practices.

Equity Interests in

Silent Partnership are then evaluated by subtracting the total amount of liabilities for suchsilent partnership from the total amount of assets therefor to obtain the net asset value ofthe silent partnership that is equivalent to the Investment Corporation’s equity interest insuch silent partnership. Equity Interests in Silent Partnership which are trust assets areevaluated in accordance the first sentence of this Item, and the financial assets andliabilities are evaluated in accordance with the generally accepted corporate accounting
standards and practices, and then are evaluated with the amount calculated by subtracting
the total amount of liabilities from the total amount of assets to obtain the amountequivalent to the share of the trust beneficiary rights of such trust.
Chapter 7
Article 41

Borrowings and Issuance of Investment Corporation Bonds

Purpose of Borrowings and Issuance of Investment Corporation Bonds

The Investment Corporation may make borrowings from qualified institutional investors as set
forth in Article 2, Paragraph 3, Item 1 of the FIEA (limited to institutional investors specified by
Article 67-15 of the Special Taxation Measures Law (Law No. 26 of 1957, as amended)) (the“Special Taxation Measures Law”) or issue investment corporation bonds (including short-term
investment corporation bonds; the same shall apply hereinafter), in order to use the funds forsuch purpose as set forth in the following Article, aiming at steady growth in the Managed
Assets and realization of efficient and safe management.
Article 42

Use of Borrowings and Funds Raised by Issuance of Investment Corporation
Bonds

Subject to the provisions of the laws and regulations, the Investment Corporation shall spend theborrowings and funds raised by the issuance of investment corporation bonds by acquiring
assets, making repairs, repaying tenant leasehold deposit and tenant security deposit, paying
distributions, paying the Investment Corporation’s expenses or repaying debts (including
fulfillment of borrowings and investment corporation bond debts).
Article 43

Limits for Borrowings and Issuance of Investment Corporation Bonds

Borrowings and issuance of investment corporation bonds shall be limited to one trillion(1,000,000,000,000) yen respectively and the aggregate amount thereof shall not exceed one
trillion (1,000,000,000,000) yen.
Article 44

Provision of Collateral

When making borrowings or issuing investment corporation bonds, the Investment Corporation
may provide the Managed Assets as collateral.

Chapter 8
Article 45

Calculation

Business Term and Accounting Settlement Day

The business term of the Investment Corporation shall be from May 1 to the last day of October,and from November 1 to the last day of April in the following year, each year (the last day ofeach business term is hereinafter referred to as the “Accounting Settlement Day”).
Article 46

Cash Distribution Policies

The Investment Corporation shall, in principle, pay distributions based on the following
policies.
1. Method for calculating total amount of money to be distributed to unitholders(a) The Investment Corporation’s profits (the “Distributable Amount”) shall be calculated bysubtracting (i) the sum of the total unitholders' capital and the capital surplus (the total
unitholders' capital and the like) from (ii) the net asset value produced by subtracting thetotal amount of liabilities from the total amount of assets on the balance sheet as of the
Accounting Settlement Day, in accordance with the generally accepted corporate
accounting standards and practices.
(b) The Investment Corporation shall distribute the amount which is in excess of an amountequivalent to ninety hundredths (if the calculation of this amount is changed pursuant torevisions of the laws and regulations, etc., such revised amount) of the distributable income
amount of the Investment Corporation as stipulated in Article 67-15, Paragraph 1 of theSpecial Taxation Measures Law.

The Investment Corporation may save, reserve orotherwise deal with, long-term reserves for repair, reserves for distributions, and othersimilar reserves and provisions, as well as other amounts, that are deemed necessary tomaintain or improve the value of the Managed Assets.

However, this shall not apply if

any tax loss arises or there is no profit for tax purposes due to carry-over of such losses,
and the amount reasonably determined by the Investment Corporation shall apply instead.
2. Cash distributions in excess of profits
If the Investment Corporation deems it appropriate in light of the economic conditions, trendof real estate market and lease market, or if it serves to mitigate its burden of taxation such as
corporate tax, the Investment Corporation may make cash distributions to unitholders in theamount determined by the Investment Corporation itself as cash in excess of profits.

Anyamount distributed to unitholders in excess of profits shall be first deducted from the capitalsurplus, and the remainder then subtracted from the total unitholders’ capital.

Article 47

Method of Cash Distribution

The Investment Corporation shall pay cash distributions to unitholders and registered unitholder
pledgees recorded or registered on the final register of unitholders as of the Accounting
Settlement Day in proportion to the number of units held, or the number of units intended forregistered unitholder pledge. The Investment Corporation shall make such distributions within
three months of the Accounting Settlement Day as a general rule.
Article 48

Limitation of Cash Distribution

The Investment Corporation is relieved of its duty to pay any cash distributions to a unitholder
if three full years have passed from the day of commencing payments without being received by
the unitholder.

No interest will accumulate on any unpaid cash distributions.

Article 49 JITA Regulations
The Investment Corporation shall comply with these Articles of Incorporation and the JITA’s
rules and regulations with regards to distribution of money.
Chapter 9
Article 50

Fees

Standards for Fee Payment to Asset Management Company

Standards for the amount or payment of the management fees payable by the Investment
Corporation to the asset management company to which the Investment Corporation entrusts
management of its assets (the “Asset Management Company”) shall be as set forth in Appendix
that forms part of these Articles of Incorporation.
Article 51

Standards for Fee Payment to Executive Directors and Supervisory Directors

The Investment Corporation shall pay fees to each executive director monthly by the last day of
the relevant month in an amount determined by the board of directors in light of general trends
of price and wage and the like, that is no more than 1,000,000 yen per month.

Further, theInvestment Corporation shall pay fees to each supervisory director monthly by the last day of
the relevant month in an amount determined by the board of directors in light of general trends
of price and wage and the like, that is no more than 500,000 yen per month.
Article 52

Standards for Fee Payment to Accounting Auditor

The Investment Corporation shall pay fees to the accounting auditor in an amount determinedby the board of directors that is no more than 25 million yen for each Accounting Settlement
Day subject to audit, by the last day of February and August each year for the period of six

months up to such day, through bank transfer to an account designated by the accounting
auditor.
Chapter 10

Entrustment of Business and Administration

Article 53 Entrustment of Business and Administration
1. The Investment Corporation entrusts the Asset Management Company with services related
to the management of its assets pursuant to Article 198 of the Investment Trusts Act, andentrusts the asset custody company with services related to the custody of its assets pursuant
to Article 208 of the Investment Trusts Act.
2. The Investment Corporation entrusts administrative services other than those related to the
management and custody of its assets, as set forth in Article 117 of the Investment Trusts Act,to a third party determined by the board of directors, as necessary.
Chapter 11

Supplementary Provisions

Article 54 Consumption Tax and Local Consumption Tax
The Investment Corporation may assume consumption tax, local consumption tax and othersimilar taxes imposed on taxable items under the Consumption Tax Act (Act No. 108 of 1988,
as amended) (the “Consumption Tax, Etc.” in this Article) among costs and expenses pertaining
to the management of the Managed Assets and other costs and expenses payable by theInvestment Corporation.

In this case, the Investment Corporation shall pay the amountequivalent to the Consumption Tax, Etc. in addition to the other amount of the taxable items.
Unless otherwise specified, all the amounts described in these Articles of Incorporation are
exclusive of the Consumption Tax, Etc.

Management Fee to Asset Management Company
Followings are the calculation methods and the timing for the payment of the management
fee to be paid to the Asset Management Company.

The Investment Corporation shall pay

such fees and the amount equivalent to the consumption tax and local consumption tax
thereon to a bank account designated by the Asset Management Company by means oftransfer (the Investment Corporation shall bear the bank transfer fee and the consumption tax
and local consumption tax thereon).
1.

Management Fee I (Ongoing Operational and Management Fee I)
Management Fee I shall be calculated by multiplying (i) the total assets (less the amountequivalent to unamortized positive goodwill) of the Investment Corporation on the balance
sheet (limited to those approved by the board of directors pursuant to Article 131, Paragraph
2 of the Investment Trusts Act) for the latest Accounting Settlement Day by (ii) the total
annual rate of a rate separately agreed by the Investment Corporation and the AssetManagement

Company

(up

to

0.5%

per

annum)

andthe

Performance-Linked Rate (as defined below), on a per diem basis.

TSE

REIT

Index

In this calculation

method, the actual number of days in the relevant business term shall be assumed to be 365
days in a year and any fraction less than one yen shall be rounded down.
In this paragraph (1)“TSE REIT Index Performance-Linked Rate” means a number to be calculated using thefollowing formula for each relevant business term. The upper limit and lower limit of the
TSE REIT Index Performance-Linked Rate shall be 0.02% and -0.02% respectively.
However, even if the number calculated using the following formula for the relevant businessterm is positive, when the result of subtracting the closing price (or, if there is no closing
price on that day, the closing price of the immediately preceding day; the same shall apply
hereinafter) of the Investment Corporation’s investment unit for the business term preceding
the previous business term from the closing price of the Investment Corporation’s investment
unit for the previous business term is negative, the TSE REIT Index Performance-Linked
Rate shall be deemed to be zero.
＜Calculation Formula＞
TSE REIT Index Performance-Linked Rate = (A – B)/1,000 (rounded to the fifth decimal
place)

(Closing price of the Investment Corporation’s investment unit on the lastA:business day of the previous business term + distribution per unit for the previous
business term - Closing price of the Investment Corporation’s investment unit on
the last business day of the business term preceding the previous business term)/
Closing price of the Investment Corporation’s investment unit on the last business
day of the business term preceding the previous business term
B:

(Closing price of the TSE REIT Total Return Index on the last business day of theprevious business term - Closing price of the TSE REIT Total Return Index on thelast business day of the business term preceding the previous business term)/
Closing price of the TSE REIT Total Return Index on the last business day of thebusiness term preceding

the previous business term

“TSE REIT Total Return Index” means the TSE REIT Index, including distribution
announced by the Tokyo Stock Exchange, Inc. However, if it is not possible to obtain theclosing price of the TSE REIT Total Return Index because the Tokyo Stock Exchange, Inc.
does not announce the TSE REIT Total Return Index or for some other reason, a number
calculated by the Investment Corporation based on the calculation method used for the TSE
REIT Total Return Index that was announced for the most recent relevant business term shallbe used.
2.

Management Fee II (Ongoing Operational and Management Fee II)Management Fee II for each business term shall be (i) the distributable amount before

deduction of Management Fee II for the relevant business term of the Investment Corporation(i.e., the amount of the net profit for the period before tax (after adding the amount ofamortization of goodwill and deducting the gains on negative goodwill incurred) on the profit
and loss statement (limited to those approved by the board of directors pursuant to Article
131, Paragraph 2 of the Investment Trusts Act; the same shall apply hereinafter) plus theamount of Management Fee II for the business term (including the amount of thenon-deductible consumption tax on Management Fee II), after a loss carried forward iscompensated, if any) divided by (ii) the total number of issued and outstanding units as of the
Accounting Settlement Day of the relevant business term (the “Distributable Amount perUnit”), and multiplied by (iii) (a) the operating profits before deduction of Management Fee
II (i.e., the amount of the operating profits on the profit and loss statement plus the amount ofamortization of goodwill and Management Fee II for the business term (including the amountof the non-deductible consumption tax on Management Fee II)) and (b) a rate separately
agreed by the Investment Corporation and the Asset Management Company (up to 0.004%).
In this calculation method, any fraction less than one yen shall be rounded down, anddivisions shall be done at the end of the calculation, and the lower limit shall be zero yen.
3.

Management Fee III (Acquisition Fee)Management Fee III shall be calculated by multiplying (i) the trading value for theacquisition of the Real Estate-Related Assets (excluding the consumption tax, other similartaxes and expenses and the like) by (ii) a rate separately agreed between the Investment
Corporation and the Asset Management Company (up to 0.5%) (in the case of acquisition
from any interested party as set forth in the “Rules for Transactions with Interested Parties”
of the Asset Management Company, there shall be no Acquisition Fee), any fraction less than
one yen being rounded down.
4.

Management Fee IV (Disposition Fee)Management Fee IV shall be calculated by multiplying (i) the trading value for the

disposition of the Real Estate-Related Assets (excluding the consumption tax, other similartaxes and expenses and the like) by (ii) a rate separately agreed between the Investment
Corporation and the Asset Management Company (up to 0.5%) (in the case of disposition to
any interested party as set forth in “Rules for Transactions with Interested Parties” of theAsset Management Company, there shall be no disposition fee), any fraction less than one
yen being rounded down.
5.

Management Fee V (Merger Fee)

In a consolidation-type merger or absorption-type merger (collectively, a “merger”) between
the Investment Corporation and another investment corporation, if such merger takes effectafter the Asset Management Company investigates and assesses the assets and other properties
held by such investment corporation and conducts any other business associated with themerger, Management Fee V shall be calculated by multiplying (i) the then assessed value of
the Real Estate-Related Assets held by such investment corporation when such merger takes
effect by (ii) a rate separately agreed between the Investment Corporation and the AssetManagement Company (up to 0.8%).
6.

Timing of Payment of Management Fee
Management Fee I and Management Fee II shall be paid within three months from the

Accounting Settlement Day of the relevant business term of the Investment Corporation.
Management Fee III shall be paid on or before the last day of the following month of themonth in which the Investment Corporation has acquired the relevant asset.
Management Fee IV shall be paid on or before the last day of the following month of themonth in which the Investment Corporation has dispositioned the relevant asset.
Management Fee V shall be paid within two months after the merger takes effect.
7.

Adjustment Provision(1)

If the Investment Corporation acquires its own investment units and holds any
undisposed or unretired treasury investment units as of the Accounting Settlement Day
for the business term in which the Investment Corporation acquired such investment
units, the number of the treasury investment units of the Investment Corporation shallbe excluded from the total number of issued and outstanding investment units as ofsuch Accounting Settlement Day for the purpose of calculation of the Distributable
Amount per Unit for the Management Fee II.

(2)

In the case of a split of the investment units of the Investment Corporation that
increases the total number of issued and outstanding investment units, the Investment
Corporation shall act as follows:(i)Management Fee I for a business term in which such split of the investment units
takes effect shall be calculated by making an adjustment in which both theclosing price of the Investment Corporation’s investment unit for the previous
business term of the relevant business term and the distribution per unit for theprevious business term are multiplied by the Split Ratio (as defined below).

(ii)

Management Fee II for a business term ending on or after the day on which such
split of the investment units takes effect shall be calculated by making an
adjustment in which the Distributable Amount per Unit is multiplied by the Split
Ratio related to the total number of issued and outstanding investment units.

In this paragraph (2),“Split Ratio” shall be calculated, in the case of any split of the investment units of theInvestment Corporation that increases the total number of issued and outstanding
investment units, by dividing (i) the total number of issued and outstanding investment
units immediately after such split of the investment units takes effect by (ii) the total
number of issued and outstanding investment units immediately before such split of
the investment units takes effect.
(3)

In the case of a Rights Offering (as defined below) that increases the total number ofissued and outstanding investment units, the Investment Corporation shall act asfollows.
(i)Management Fee I for a business term in which the issue date of such Rights
Offering belongs shall be calculated by making an adjustment in which boththe closing price of the Investment Corporation’s investment unit for theprevious business term of the relevant business term and the distribution perunit for the previous business term are multiplied by the Ratio of Allotment
without Contribution (as defined below).
(ii)

Management Fee II for a business term ending on or after the issue date ofsuch Rights Offering shall be calculated by making an adjustment in which
the Distributable Amount per Unit is multiplied by the Ratio of Allotment
without Contribution.

In this paragraph (3),“Rights Offering” means issuance of new investment units as a result of the exercise
of investment unit acquisition rights related to an allotment without contribution tounitholders.
“Ratio of Allotment without Contribution” means a ratio to be calculated in thefollowing formula in the case of a Rights Offering.

<Calculation Formula>
Ratio of Allotment without Contribution = A/B
A: Number of the total number of issued and outstanding investment units
immediately after such Rights Offering less the Number of Units Deemed to
Be Issued at Market Price (as defined below)
B: Total number of issued and outstanding investment units immediately before
such Rights Offering“Number of Units Deemed to Be Issued at Market Price” shall be the Number of
Incremental Units (as defined below) (any fraction less than one (1) unit shall be
rounded down) multiplied by the ratio obtained by dividing (i) the amount to be paid
per unit at the time of exercising investment unit acquisition rights allotted without
contribution in such Rights Offering by (ii) a Market Price per Unit (as defined below),or by another ratio determined by the board of directors, in the case of Rights
Offering.
“Market Price per Unit” means the closing price of an ordinary market transaction of
the investment units of the Investment Corporation on the Tokyo Stock Exchange, Inc.
on the last day of the exercise period of the investment unit acquisition rights allotted
without contribution in such Rights Offering (or, if there is no closing price on thatday, the closing price of the immediately preceding day), in the case of Rights
Offering.
“Number of Incremental Units” means the number of units increased as a result ofsuch Rights Offering in the case of Rights Offering.