August 21, 2024
For Immediate Release
REIT Issuer
NTT UD REIT Investment Corporation
1-5-1 Otemachi, Chiyoda Ward, Tokyo
Executive Director
Takeshi Oodera(Securities Code 8956)
Asset Management Company
NTT Urban Development Asset Management Corporation
President & CEO
Yutaka Torigoe[Contact]
Director & CFO, FinanceTakeshi Iwata
Department
TEL: +81-3-6262-9400

Notice Concerning Amendments to Articles of Incorporation and Election of Directors
NTT UD REIT Investment Corporation (“NUD”) announces that a resolution was made at its board of directors’
meeting held today to submit the following proposals concerning amendments to its Articles of Incorporationand election of directors to the Thirteenth General Meeting of Unitholders (the “General Meeting”) to be held on
September 26, 2024. Furthermore, the following matters shall become effective upon approval by the General
Meeting.
1． Summary and Reasons for the Proposed Amendments to the Articles of Incorporation(1) Matters Relating to Article 13, Paragraph 1 of the Proposed Amendment
In line with the stipulation of the definition of “total amount of investment and surplus” due to theamendment to the Act on Investment Trusts and Investment Corporations and the Regulation on
Accounting of Investment Corporations (Cabinet Office Order No. 47 of 2006, including subsequent
amendments), similar provisions on the definition of “total amount of investment and surplus” will be
stipulated in the Articles of Incorporation of NUD.
(2) Matters Relating to Article 22, Paragraph 5 of the Proposed Amendment
Necessary changes will be made to facilitate the use of electronic signatures for the minutes of board of
directors’ meetings in order to optimize and streamline the administrative work involved in preparing theminutes and also establish a flexible operating system.
(For more details of the amendments to the Articles of Incorporation, please refer to the attached“Notice of Convocation of the Thirteenth General Meeting of Unitholders.”)
2． Election of Directors
Takeshi Oodera, the current executive director, and Yuji Dai and Masaki Takeuchi, the current supervisory
directors, have requested to resign from their positions upon the conclusion of the General Meeting in orderto adjust their terms of office. Therefore, proposals to elect one executive director and two supervisory
directors effective as of September 26, 2024 will be submitted again to the General Meeting.
Furthermore, in case of a vacancy that results in a shortfall in the number of executive directors or
supervisory directors stipulated in laws and regulations, proposals to elect two substitute executive directors
and one substitute supervisory director will be submitted.
(1) Candidate for Executive Director
Takeshi Oodera (reappointed)(Note)

Fact that falls under the category of a significant concurrent assignment:
Takeshi Oodera is Director, Head of Engineering and Sustainability Management Office of NTT Urban Development AssetManagement Corporation, which has concluded an asset management contract and a general administrative contract on
operations of institutions with NUD.

(2) Candidates for Supervisory Directors
Masaki Takeuchi (reappointed)
Yuji Dai (reappointed)(Note)

Fact that falls under the category of a significant concurrent assignment:
Yuji Dai is Head of Yuji Dai Certified Public Accountant Office and President & CEO of ABP Inc.
Masaki Takeuchi is a partner at Iinuma Law Office.

1(3) Candidates for Substitute Executive Directors and Substitute Supervisory Director
Substitute Executive Director Kazuhiro Kimura (reappointed)
Substitute Executive Director Seiji Okinaga (newly appointed)
Substitute Supervisory Director Jun Ozeki (reappointed)(Note)

Fact that falls under the category of a significant concurrent assignment:
Kazuhiro Kimura is Director, General Manager of Operation I Department of NTT Urban Development Asset Management
Corporation, which has concluded an asset management contract and a general administrative contract on operations ofinstitutions with NUD.
Seiji Okinaga is Director, General Manager of Investment Marketing Department of NTT Urban Development AssetManagement Corporation, which has concluded an asset management contract and a general administrative contract on
operations of institutions with NUD.
Jun Ozeki is Head of Jun Ozeki Certified Public Accountant Office and Representative Partner of Chiyoda Tax Corporation.

(For more details of the election of directors, please refer to the attached“Notice of Convocation of the Thirteenth General Meeting of Unitholders.”)
3． Schedule
August 21, 2024
September 3, 2024
September 26, 2024

Approval of the proposals to be submitted to the General Meeting by the board of
directors of NUD
Sending of “Notice of Convocation of the Thirteenth General Meeting of Unitholders”(planned)
Holding of the General Meeting (planned)[Attachment] Notice of Convocation of the Thirteenth General Meeting of Unitholders* NUD’s website is http://www.nud-reit.co.jp/en/** Neither NUD nor NTT Urban Development Asset Management Corporation makes any assurance or warrantywith respect to the completeness or accuracy of this English translation. For more complete and accurate
information, please refer to the original announcement in Japanese.

2For Translation Purpose(Securities Code: 8956)(Dissemination date) September 3, 2024
(Commencement date of electronic provision measure) September 3, 2024

To Our Unitholders
1-5-1 Otemachi, Chiyoda Ward, TokyoNTT UD REIT Investment Corporation
Executive Director Takeshi Oodera

Notice of Convocation of
the Thirteenth General Meeting of Unitholders
NTT UD REIT Investment Corporation (“NUD”) would like to express our sincere
gratitude for your loyal patronage.
We hereby notify you of the Thirteenth General Meeting of Unitholders (the“General Meeting”) of NUD to be held as outlined below.
Instead of attending the General Meeting, you may exercise your voting rights inwriting. In such case, please indicate your vote in favor or against on the Voting
Rights Exercise Form enclosed herewith after reading the attached Reference
Document for the General Meeting of Unitholders and return the form so that itreaches us by 5:00 p.m. on September 25, 2024 (Wednesday).
Please note that NUD stipulates provisions concerning “Deemed Affirmative Vote”
in Article 20, Paragraphs 9 and 10 of the Articles of Incorporation in accordancewith the provision of Article 93, Paragraph 1 of the Act on Investment Trusts andInvestment Corporations (the “Investment Trusts Act”) as described below. Noneof the proposals submitted to the General Meeting fall under any of the items of
Article 20, Paragraph 10 of the Articles of Incorporation. This means that if aunitholder does not attend the General Meeting and does not exercise his/hervoting rights using the Voting Rights Exercise Form, the unitholder is deemed to
be in favor of any proposal submitted to the General Meeting (in the case where
there are multiple proposals submitted and some proposals have conflicting
intents, except all such conflicting proposals).
(Excerpts from the Current Articles of Incorporation of NTT UD REIT)
Article 20, Paragraphs 9 and 10 of the Current Articles of Incorporation
9 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 (excluding any proposal with purposesthat conflict with each other in the case that multiple proposals are submitted) submitted to thegeneral meeting of unitholders. In such a case, the number of voting rights of unitholders deemed
to approve the proposals for resolution shall be included in the number of voting rights of attending
unitholders.
10 Notwithstanding the provisions of the preceding paragraph, the deemed approval provisions of thepreceding paragraph shall not apply to resolutions on proposals pertaining to each of the following
items:(1) Dismissal of executive director, supervisory director, or accounting auditor3(2) Amendments to the Articles of Incorporation (limited, however, to the enactment, amendment,or abolition of provisions related to deemed approval).
(3) Dissolution(4) Approval to terminate the asset management agreement by the Asset Management Company(5) Termination of the asset management agreement by NTT UD REIT
For this convocation notice of the General Meeting, NUD has taken the electronic provision measure
for information contained in the Reference Document for the General Meeting of Unitholders, etc.
("matters subject to electronic provision measure") and have posted them on NUD's website on theInternet as "Notice of Convocation of the Thirteenth General Meeting of Unitholders," which you may
access to view via NUD's website below. For the General Meeting, the Reference Document for the
General Meeting of Unitholders, etc. has been sent to all unitholders regardless of whether they haverequested delivery.
NUD’s website
https://nud-reit.co.jp/en/ir/meeting.html
Matters subject to electronic provision measure are posted on the above website and also on thewebsite of the Tokyo Stock Exchange (TSE). You can browse the materials on the TSE website byaccessing the Listed Company Search feature of the website using the URL below. First, conduct asearch by entering the issue name (NTT UD REIT Investment Corporation) or securities code (8956).
Next, click "Basic information" and select "Documents for public inspection/PR information" tab.
Navigate to "Notice of General Investors Meeting/Informational Materials for a General Investors
Meeting" and click on the section to access the materials.
TSE’s website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show4

1. Date and Time:
2. Venue:

September 26, 2024 (Thursday) 10:00 a.m.

(Planned reception start time: 9:30 a.m.)

Conference Room A
Otemachi First Square East Tower 2F
1-5-1 Otemachi, Chiyoda Ward, Tokyo(Please refer to the Map to the Venue of the General
Meeting of Unitholders at the end of this document.)

3. Purpose of the General Meeting:
Matters to Be Resolved
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of One Executive Director
Proposal No. 3:
Election of Two Substitute Executive Directors
Proposal No. 4:
Election of Two Supervisory Directors
Proposal No. 5:
Election of One Substitute Supervisory Director

The venue for the General Meeting is different from that of the lastgeneral meeting of unitholders. If you will attend in person, please referto the Map to the Venue of the General Meeting of Unitholders at the endof this document.
(Requests) ◎ For those attending, please present the enclosed Voting Rights Exercise Form at thereception desk upon your arrival.
◎ You may exercise your voting rights by appointing another unitholder with voting rights
as your proxy. Please note that submission of a document evidencing the authority ofproxy will be required.
◎ In cases where neither approval nor disapproval of each proposal is indicated in the
Voting Rights Exercise Form returned to NUD, NUD will deem that approval has been
indicated.
◎ Please note that in case there are any amendments to the matters subject toelectronic provision measure, NUD will post a notice of the amendment containing the
subject matters before and after amendment on NUD’s website and TSE’s website
indicated above.
◎ Immediately after the General Meeting, an Asset Management Status Presentation
Meeting will be held by NTT Urban Development Asset Management Corporation, theasset management company for NUD, at the same venue. Unitholders attending theGeneral Meeting are cordially invited to the presentation meeting.
◎ No gifts will be prepared for the attending unitholders of the General Meeting or thesubsequent Asset Management Status Presentation Meeting. Your understanding isgreatly appreciated.

5

Reference Document for the General Meeting of Unitholders
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reasons for Amendments(1) (Matters Relating to Article 13, Paragraph 1 of the Proposed Amendment)
In line with the stipulation of the definition of "total amount of investment andsurplus" due to the amendment to the Investment Trusts Act and the Regulation on
Accounting of Investment Corporations (Cabinet Office Order No. 47 of 2006,
including subsequent amendments), similar provisions on the definition of "total
amount of investment and surplus" will be stipulated in the Articles of Incorporation
of NUD.
(2) (Matters Relating to Article 22, Paragraph 5 of the Proposed Amendment)
Necessary changes will be made to facilitate the use of electronic signatures for theminutes of board of directors’ meetings in order to optimize and streamline theadministrative work involved in preparing the minutes and also establish a flexible
operating system.

6

2.

Particulars of Amendments
Amendments to the current Articles of Incorporation are proposed as follows.
*Amendments are underlined in the text.
Proposed Amendments

Current Articles of Incorporation

Article 13 (Cash Distribution Policies)
Article 13 (Cash Distribution Policies)
1. Distribution Policies
1. Distribution Policies
In principle, the Investment
In principle, the Investment
Corporation shall make
Corporation shall make
distributions based on the
distributions based on thefollowing policies:
following policies:(1) Of the total cash amount to be(1) Of the total cash amount to be
distributed to unitholders,
distributed to unitholders,profits (in the case where theprofits (the amount obtainedby subtracting the sum total of
net assets amount on theunitholders' capital and surplus
balance sheet of thefrom the net assets amount
Investment Corporation
exceeds the sum total of theappearing on the balance
sheet of the Investment
total amount of investment
Corporation; hereinafter theand surplus and othersame) shall be calculated
amounts recorded in eachbased on the Investment Trusts
accounting item stipulated by
Act, corporate accounting
the Cabinet Office Ordinancestandards generally accepted(hereinafter the "total amountin Japan and other corporateof investment and surplus"),accounting practices.
the amount obtained bysubtracting such total amountof investment and surplus
from such net assets amount;the same applies hereinafterin this Article) shall becalculated based on theInvestment Trusts Act,
corporate accounting
standards generally acceptedin Japan and other corporate
accounting practices.
(2) (Text omitted)(2) (Unchanged from the existingtext)
2.-4. (Text omitted)
2.-4. (Unchanged from the existingtext)
Article 22 (Matters Concerning Board of Article 22 (Matters Concerning Board of
Directors)
Directors)
1.-4. (Text omitted)
1.-4. (Unchanged from the existingtext)
5. With respect to the proceedings and5. With respect to the proceedings andoutcome of the Board of Directors
outcome of the Board of Directors
meeting,
minutes
containing
meeting, minutes containing
matters required by laws andmatters required by laws andregulations shall be prepared. The
regulations shall be prepared. The
attending Executive Directors andattending Executive Directors and7Current Articles of Incorporation

Proposed Amendments

the Supervisory Directors shall signand seal the minutes. The minutesthat have been prepared, signed
and sealed shall be kept in thehead office of the Investment
Corporation for a period of ten
years since the day of the Board of
Directors meeting.

8

the Supervisory Directors shallsign and seal or electronically sign
the minutes. The minutes thathave been prepared, signed andsealed or electronically signed
shall be kept in the head office of
the Investment Corporation for aperiod of ten years from the day of
the Board of Directors meeting.

Proposal No. 2: Election of One Executive Director
Due to a request from Takeshi Oodera, a current executive director, to resign from his
position upon the conclusion of this General Meeting of Unitholders in order to adjust theterm of office, NUD proposes again the new election of one executive director effective asof September 26, 2024. The term of office of the elected executive director shall be until
the conclusion of the general meeting of unitholders that is convened within 30 days fromthe day following the day on which 2 years have elapsed since the general meeting ofunitholders at which their election was proposed, as stipulated in the proviso of Article 21,
Paragraph 3 of the current Articles of Incorporation and the provisions of Article 99,
Paragraph 2 of the Investment Trusts Act.
This proposal has been submitted with the unanimous consent of NUD’s supervisory
directors.
The candidate for executive director is as follows.
Name

Brief Career History(Date of Birth)

April 1988
July 2005
April 2013
July 2018
August 2018

June 2019
July 2019

Takeshi Oodera(April 15, 1964)

July 2019
July 2020

April 2021

July 2022
November
2022

Joined Nippon Telegraph and Telephone
Corporation
General Manager, Planning Department,
Akita Branch, Nippon Telegraph andTelephone East Corporation
General Manager, Internal Audit Office, NTT
Urban Development Corporation
Director, Premier REIT Advisors Co., Ltd.
(currently NTT Urban Development AssetManagement Corporation)
Director & CFO, Finance Department,
Premier REIT Advisors Co., Ltd. (currently
NTT Urban Development AssetManagement Corporation)
Executive Director, Premier Investment
Corporation (currently NTT UD REIT
Investment Corporation)
Head of Corporate Communications Office,Corporate Strategy and Planning
Department, NTT Urban Development
Corporation
Head of Corporate Communications Office,Corporate Strategy and Planning
Department, NTT Urban Solutions, Inc.
Executive Director, General Manager,
Corporate Strategy Department, Premier
REIT Advisors Co., Ltd. (currently NTT Urban
Development Asset Management
Corporation)
Director & General Manager of Corporate
Strategy Department, NTT Urban
Development Asset Management
Corporation
Executive Director, NTT UD REIT (current
position)
Director, Head of Engineering andSustainability Management Office, NTT
Urban Development Asset Management
Corporation (current position)
9

Number of
Owned NUD
Investment
Units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Takeshi Oodera, the candidate for executive director, is a Director and Head ofEngineering and Sustainability Management Office of NTT Urban Development AssetManagement Corporation, which has concluded an asset management agreement
and a general administration agreement on operation of institutions with NUD.
・ Special interests shared with NUD:
Not applicable except for the above.
・ Position and responsibilities at NUD:
Takeshi Oodera, the candidate for executive director, is currently an executive director
of NUD and executes its overall operations.
・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurance company as
insurance coverage for certain damages that may be incurred in the event that claims
are made against insured parties for damages arising from acts in their capacity as
directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. Takeshi Oodera, the above candidate for
executive director, is currently included in the insured parties under the insurance
contract as executive director. The above candidate for executive director will continue
to be included in the insured parties of the insurance contract if he, as executive
director, assumes the position of executive director.

10Proposal No. 3: Election of Two Substitute Executive Directors
In case there is a vacancy that results in a shortfall in the number of executive directors
stipulated in laws and regulations, NUD proposes the election of two substitute executive
directors effective as of September 26, 2024. Under this proposal, the effective period of
the resolution on the election of substitute executive directors shall end when the term ofoffice of the executive director elected in Proposal No. 2 expires, as stipulated in Article
21, Paragraph 4 of the current Articles of Incorporation.
This proposal has been submitted with the unanimous consent of NUD’s supervisory
directors.
The candidates for substitute executive directors are as follows.
In the case where this proposal is approved, the priority of appointment as executive
officer will be Kazuhiro Kimura followed by Seiji Okinaga.
No.

Name

Brief Career History(Date of Birth)

April 1981

July 2004
October2009

May 2013

June 2013

1

Kazuhiro
Kimura(November 9, 1962)

July 2016

July 2016
July 2019

March 2020
July 2021

May 2022

Joined Nippon Telegraph andTelephone Public Corporation(currently Nippon Telegraph andTelephone Corporation)
Manager, Department IV, Nippon
Telegraph and Telephone Corporation
General Manager, General Affairs andPersonnel Department, Nippon
Telegraph and Telephone East
Corporation (Seconded to NTT East
Properties Inc.)
Director & Head of Business Affairs
Group, Premier REIT Advisors Co.,
Ltd. (currently NTT Urban
Development Asset Management
Corporation)
Director, General Manager ofBusiness Management Division,
Premier REIT Advisors Co., Ltd.
(currently NTT Urban Development
Asset Management Corporation)
General Manager, Business Planning
Division, Office Building Business
Headquarters, NTT Urban
Development Corporation (current
position)
Statutory Auditor, DHC Tokyo
Corporation
Statutory Auditor, Premier REIT
Advisors Co., Ltd. (currently NTT
Urban Development AssetManagement Corporation)
Director, Shinagawa Season TerraceCo., Ltd.
Director, General Manager, Corporate
Strategy Department, NTT Urban
Development Asset Management
Corporation (current position)
Director (non-executive), KSP
Community, Inc. (current position)
11

Number of
Owned NUD
Investment
Units

2 units

No.

Name

Brief Career History(Date of Birth)

April 1989
October2012
February2013
May 2013

2

Seiji Okinaga(November 22, 1964)

October
2014
July 2017
November
2022
September
2023
June 2024

Joined Nippon Telegraph andTelephone Corporation
General Manager, Real Estate
Investment Promotion Department,
NTT Urban Development Corporation
General Manager, Global Business
Office, Development Department,
NTT Urban Development Corporation
General Manager, Singapore
Representative Office, NTT Urban
Development Corporation
General Manager, Global Business
Department, NTT Urban Development
Corporation
Managing Director, UD Europe Ltd.
(currently NTT UD Europe Ltd.)
General Manager, Business Strategy
Division, Global Business
Headquarters, NTT Urban
Development Corporation
Deputy General Manager of
Investment Marketing Department,
NTT Urban Development AssetManagement Corporation
General Manager, Investment
Marketing Department, NTT Urban
Development Asset Management
Corporation (current position)

Number of
Owned NUD
Investment
Units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Kazuhiro Kimura, a candidate for substitute executive director, is Director, General
Manager of Operation I Department of NTT Urban Development Asset Management
Corporation, which has concluded an asset management contract and a generaladministrative contract on operation of institutions with NUD.
Seiji Okinaga, a candidate for substitute executive director, is General Manager,
Investment Marketing Department, NTT Urban Development Asset Management
Corporation, which has concluded an asset management contract and a generaladministrative contract on operation of institutions with NUD.
・ Special interests shared with NUD:
Not applicable except for the above.
・ Number of owned investment units:
Kazuhiro Kimura, a candidate for substitute executive director, owns two investment
units as of August 21, 2024.

12

・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurance company as
insurance coverage for certain damages that may be incurred in the event that claims
are made against insured parties for damages arising from acts in their capacity as
directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. The candidates for substitute executive director
will be included in the insured parties of the insurance contract if they, as substituteexecutive director, assume the position of executive director.
Election of the substitute executive director may be cancelled prior to the appointment
through resolution at the board of directors’ meeting of NUD.

13

Proposal No. 4: Election of Two Supervisory Directors
Due to requests from Yuji Dai and Masaki Takeuchi, the current supervisory directors, toresign from their positions upon the conclusion of this General Meeting of Unitholders inorder to adjust their term of offices, NUD proposes again the new election of two
supervisory directors effective as of September 26, 2024. The terms of office of thesupervisory directors shall be until the conclusion of the general meeting of unitholders
that is convened within thirty (30) days from the day following the day on which two (2)years have elapsed since the general meeting of unitholders at which their election was
proposed, as stipulated in the proviso of Article 21, Paragraph 3 of the current Articles ofIncorporation. The candidates for supervisory director are as follows.
No.

Name

Brief Career History(Date of Birth)

Joined Asahi & Co. (currently
KPMG AZSA LLC)

November
1978
September1982
May 2001

Registered as certified public
accountant
Managing Partner (current
Partner), KPMG AZSA LLC
Deputy General Manager, theSecond Division, Tokyo Office,
KPMG AZSA LLC
Established Yuji Dai Certified
Public Accountant Office
Head of Yuji Dai Certified Public
Accountant Office (current
position)
Established ABP Inc.
President & CEO, ABP Inc.
(current position)
Director, Escrow Agent Japan,
Inc. (current position)
Auditor, Yamashita Rubber Co.,
Ltd. (current position)
Supervisory Director, Premier
Investment Corporation (currently
NTT UD REIT Investment
Corporation) (current position)
Joined Sakura Bank, Ltd.
(currently Sumitomo Mitsui
Banking Corporation)
Registered as lawyer
Joined Iinuma Law Office
Iinuma Law OfficePartner (current position)
Supervisory Director, NTT UD REIT
Investment Corporation (current
position)
Director,
Food
Enterprise
Reorganization
Corporation(current position)

July 2011
July 20131

Yuji Dai(January 20, 1955)

September
2013
June 2014

April 2015

April 1996
October 2002
2

MasakiTakeuchi(December 5, 1972)

Number of
Owned NUD
Investment
Units

April 2012
September
2022
May 2024

14

0 units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Yuji Dai, the candidate for supervisory director, is Head of Yuji Dai Certified Public
Accountant Office and President & CEO of ABP Inc.
Masaki Takeuchi, the candidate for supervisory director, is a partner at the Iinuma Law
Office.
・ Special interests shared with NUD:
Not applicable to either candidate.
・ Position with NUD:
Yuji Dai and Masaki Takeuchi, the candidates for supervisory director, are currently
engaged as supervisory directors of NUD in overseeing the overall duties of theexecutive director of NUD.
・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurance company as
insurance coverage for certain damages that may be incurred in the event that claims
are made against insured parties for damages arising from acts in their capacity as
directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. Yuji Daii and Masaki Takeuchi, the candidates forsupervisory director, are currently included in the insured parties under the insurance
policy as a supervisory director. Both candidates will continue to be included in theinsured parties of the insurance contract if they, as supervisory director, assume theposition of supervisory director.

15

Proposal No. 5: Election of One Substitute Supervisory Director
In case there is a vacancy that results in a shortfall in the number of supervisory directors
stipulated in laws and regulations, NUD proposes the election of one substitute supervisory
director as of September 26, 2024. Under this proposal, the effective period of theresolution on the election of substitute supervisory director shall end when the terms ofoffice of the supervisory directors elected in Proposal No. 4 expire, as stipulated in Article
21, Paragraph 4 of the current Articles of Incorporation.
The candidate for substitute supervisory director is as follows.
Name

Brief Career History(Date of Birth)

April 1979
January 1984
March 1986
May 2004
July 2016

Jun Ozeki(April 3, 1956)

June 2017

March 2020
April 2021
June 2021

Joined Tokyo Regional Taxation Bureau
Joined Asahi & Co. (currently KPMG
AZSA LLC)
Registered as certified public
accountant
Managing Partner (current Partner),
KPMG AZSA LLC
Established Ozeki Certified Public
Accountant Office
Head of Ozeki Certified Public
Accountant Office (current position)
Director and Audit & Supervisory
Committee Member, Techno Medica
Co., Ltd. (current position)
Director and Supervisory Committee
Member, UMC Electronics Co., Ltd.
(current position)
Representative Partner, Chiyoda Tax
Corporation (current position)
Statutory Auditor, Gold Crest Co., Ltd(current position)

Number of
Owned NUD
Investment
Units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Jun Ozeki, the candidate for substitute supervisory director, is head of Ozeki Certified
Public Accountant Office and representative partner of Chiyoda Tax Corporation.
・ Special interests shared with NUD:
Not applicable・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurance company as
insurance coverage for certain damages that may be incurred in the event that claims
are made against insured parties for damages arising from acts in their capacity as
directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. The above candidate for substitute supervisory
director will be included in the insured parties of the insurance contract if he, as
substitute supervisory director, assumes the position of supervisory director.
Election of the substitute supervisory director may be cancelled prior to the appointment
through resolution at the board of directors’ meeting of NUD.

16

<Reference Matter>
If any one of the proposals to be submitted to the General Meeting falls under any item of
Article 20, Paragraph 10 of the current Articles of Incorporation of NUD, the provision
concerning “Deemed Affirmative Vote” as provided for in Article 93, Paragraph 1 of theInvestment Trusts Act and Article 20, Paragraphs 9 and 10 of the current Articles ofIncorporation of NUD will not be applied with respect to such proposals. In addition, if any
one of the proposals to be submitted to the General Meeting contains a conflict of intent withany other of the proposals, the provision concerning “Deemed Affirmative Vote” as provided
for in Article 93, Paragraph 1 of the Investment Trusts Act and Article 20, Paragraphs 9 and
10 of the current Articles of Incorporation of NUD will not be applied with respect to any of
the so-conflicting proposals.
For clarification, not one of the proposals from Proposal No. 1 to Proposal No. 5 falls under
any item of Article 20, Paragraph 10 of the current Articles of Incorporation of NUD nor is in
conflict with another proposal.

17

18