Make The World
More Sustainable[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

June 28, 2024
IssuerIchigo Office REIT Investment Corporation (“Ichigo Office,” 8975)
2-6-1 Marunouchi, Chiyoda-ku, Tokyo
Representative: Keisuke Chiba, Executive Director
www.ichigo-office.co.jp/en

Materials for the Fifteenth Shareholder Meeting
Dear Shareholders:
We are pleased to invite you to attend the Fifteenth Shareholder Meeting (“Shareholder
Meeting”) of Ichigo Office REIT (“Ichigo Office”).
If you are unable to attend the Shareholder Meeting, you may also exercise your voting
rights via postal mail. We would appreciate it if you could please review these
Shareholder Meeting materials and cast your vote by returning your voting form no later
than Thursday, July 19, 2024, 6:15 p.m. JST.
Pursuant to Article 93, Clause 1 of the Act on Investment Trusts and Investment
Corporations (“Investment Trusts Act”), Ichigo Office stipulates rules with respect toJapan’s Deemed Approval system for shareholder voting in the Investment Trusts Act
under Article 15, Clauses 1 and 2 of its Articles of Incorporation (“AOI”). Cases where
Deemed Approval are not applicable are stipulated under Article 15, Clause 3.
Ichigo Office Articles of Incorporation Article 15
1. If a shareholder does not attend the shareholder meeting and does not exercise
voting rights, the shareholder shall be deemed to be in favor (“Deemed
Approval”) of shareholder meeting proposals (when multiple proposals are
submitted, those proposals that conflict with each other will be excluded from thisDeemed Approval).
2. The number of votes by shareholders deemed to be in favor or shareholder
meeting proposals based on Clause 1 above is added to the number of votes byshareholder in attendance.
3. Clause 2 above is not applicable to proposals regarding the following if (i) aminority shareholder owning at least 1% of total shares outstanding for at least six
consecutive months submits a notice of opposition to the Investment Corporation(or if the convener of the shareholder meeting is not the Executive Director or a
Supervisory Director, then to the Investment Corporation and the shareholder
meeting convener) within two weeks of the earlier of the date that the Investment
Corporation announces the proposals on its website or the date the convener
announces the proposal; or (ii) the Investment Corporation expresses opposition
to the proposals in shareholder meeting materials or on its website.
(1) the appointment or dismissal of the Executive Director or Supervisory
Directors;(2) the execution or termination of asset management agreements with the AssetManagement Company;1(3) the dissolution of the Investment Corporation;(4) reverse share splits;(5) the waiving of the liability of the Executive Director, Supervisory Directors,
or External Auditors; and(6) approval for absorption-type and consolidation-type (new entity) mergers.
4. Clauses 1 and 2 above are not applicable to proposals regarding amendments to
Article 15.
Please refer to Shareholder Meeting Proposals Treatment below for a description of how
the above rules are applied to each Shareholder Meeting proposal.
In holding the Shareholder Meeting, Ichigo Office has taken measures to electronicallyprovide reference materials for the Shareholder Meeting and has uploaded “Materials
for the Fifteenth Shareholder Meeting” on its website.
Please visit and refer to the link below.
Ichigo Office website:www.ichigo-office.co.jp/en/ir/general_meeting.html
Ichigo Office has also uploaded its reference materials for the Shareholder Meeting on
the Tokyo Stock Exchange (“TSE”) website. To access the reference materials, please
visit the TSE website and search the entity name “Ichigo Office REIT Investment
Corporation” or the security code “8975,” go to “Basic Information” and “Documents
for Public Inspection/PR information” tabs, and select “Notice of General Investors
Meeting/Informational Materials for a General Investors Meeting.”
Japan Exchange Group website (Listed Company Search):www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show2

Shareholder Meeting Details
1. Date and Time

Saturday, July 20, 2024 at 10:00 a.m.

2. Place

Primavera, Fourth Floor, Dai-ichi Hotel Tokyo
1-2-6 Shimbashi, Minato-ku, Tokyo

3. Agenda
Proposal 1: Amendment to the Articles of Incorporation (AOI) – Updates to Reflect
Changes in Japanese Rules & Regulations
Proposal 2: Amendment to the Articles of Incorporation (AOI) – Asset Management Fee
Reduction & Linkage to Ichigo Office Share Performance
Proposal 3: Nomination of Takafumi Kagiyama as Executive Director
Proposal 4: Nomination of Noriko Ichiba and Yuji Maruo as Supervisory Directors
Proposal 5: Nomination of Keisuke Chiba as Alternate Executive Director
Proposal 6: Nomination of Nagahisa Kita as Alternate Supervisory Director
Proposal 7: Approval of Director Compensation
Proposal 8: Appointment of Independent Auditor
Please bring your voting form with you and hand it in at the reception when attending
the Shareholder Meeting.
To cast a vote via proxy, another shareholder with voting rights may attend theShareholder Meeting as a proxy. In this case, the proxy shareholder must submit a
power of attorney and the voting form at the reception.
Should there be any corrections to the reference materials, Ichigo Office will announce
the relevant sections before and after the corrections on the Ichigo Office and TSE
websites.

3

Shareholder Meeting Proposals(1) Proposal 1: Amendment to the Articles of Incorporation (AOI) – Updates to Reflect
Changes in Japanese Rules & Regulations
1. Pursuant to the amendments stipulated under the Supplementary Provisions No. 3 of
the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act
Partially Amending the Companies Act (Act No. 71 of 2019), effective September 1,
2022, Ichigo Office is proposing to stipulate electronic provision measures for thecontents of shareholder meeting reference materials and omit all or part of theinformation provided in electronic versions of reference materials and required
under the Order for Enforcement of the Act on Investment Trusts and Investment
Corporations (Cabinet Order No. 129 of 2000, including subsequent revisions) fromdocuments to be provided to shareholders that have requested paper copies (Article
9, Clauses 5-6).
(Amended areas underlined)
Current
Article 9 Shareholder Meeting Convocation

Article 9

1. – 4. (omitted)

1. – 4. (no change)(NEW)

5. The Investment Corporation will provide
electronic versions of the contents ofshareholder meeting reference materials
related to the convocation of shareholder
meetings.

(NEW)

6. The Investment Corporation is able to omit
all or part of the information provided inelectronic versions of reference materials andrequired under the Order for Enforcement of
the Act on Investment Trusts and Investment
Corporations (Cabinet Order No. 129 of 2000,
including subsequent revisions) fromdocuments to be provided to shareholders thathave requested paper copies.

4

After Amendment
Shareholder Meeting Convocation

2. Because it is necessary for Ichigo Office to make investments pursuant to the Smalland Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949, including
subsequent revisions) and Shinkin Bank Act (Act No. 238 of 1951, including
subsequent revisions) when borrowing funds via loans from credit associations or
credit unions (shinkin banks), Ichigo Office is proposing to add these investments to
its scope of investments (Article 31, Clause 5).
(Amended areas underlined)
Current
After Amendment
Article 31 Asset Type, Objective, and Scope Article 31 Asset Type, Objective, and Scopeof Managed Assetsof Managed Assets
1. – 4. (omitted)

1. – 4. (no change)

5. In addition to real estate-related assets andassets specified under the above clauses, theInvestment Corporation is able to invest in thefollowing assets as necessary for investments
in real estate-related assets.

5. In addition to real estate-related assets andassets specified under the above clauses, theInvestment Corporation is able to invest in thefollowing assets as necessary for investments
in real estate-related assets.

(1) – (11) (omitted)(1) – (11) (no change)(NEW)(12) Investments stipulated under the Smalland Medium-Sized Enterprise Cooperatives
Act (Act No. 181 of 1949, including
subsequent revisions), limited to investments
necessary for the Investment Corporation toborrow funds.

(NEW)(13) Investments stipulated under the Shinkin
Bank Act (Act No. 238 of 1951, including
subsequent revisions), limited to investments
necessary for the Investment Corporation toborrow funds.

(12) Incidental rights acquired with realestate-related assets (including but not limited
to rights to use fitness gyms used by tenantsof managed assets and other rights.)(14) Incidental rights acquired with realestate-related assets (including but not limited
to rights to use fitness gyms used by tenantsof managed assets and other rights.)

6. (omitted)

6. (no change)

5

3. Pursuant to the stipulation of “Total Investments” as a result of revisions to theInvestment Trust and Investment Corporation Act and Ordinance on Accounting at
Investment Corporations (Cabinet Order No. 47 of 2006, including subsequent
revisions), Ichigo Office is proposing to similarly stipulate “Total Investments” in its
AOI (Article 37).
(Amended areas underlined)
Current
Article 37 Dividend Distribution Policy

After Amendment
Article 37 Dividend Distribution Policy

The Investment Corporation distributes
dividends based on the following policy.

The Investment Corporation distributes
dividends based on the following policy.

(1) Distribution of earnings(i) Of the total shareholder dividend
amount, the Investment Corporation’s
earnings (hereinafter referred to as“distributable amount”) are earnings
calculated based on accounting practices
commonly accepted as fair andreasonable.

(1) Distribution of earnings(i) Of the total shareholder dividend
amount, the Investment Corporation’s
earnings (in cases where net assets
recorded under the Investment
Corporation’s balance sheet exceed thetotal investment amounts recorded undereach accounting item stipulated under theOrdinance on Accounting at Investment
Corporations (Cabinet Order No. 47 of2006, including subsequent revisions)(hereinafter referred to as “total
investment amount”), the amount equal to
net assets minus total investment amount)(hereinafter referred to as “distributableamount”) are calculated based on
accounting practices commonly accepted
as fair and reasonable.
(ii) (no change)(ii) (omitted)(2) – (5) (omitted)(2) – (5) (no change)

4. To reflect revisions in line with the addition of new clauses and changes to existingclauses other than the above amendments (Article 29).
(Amended areas underlined)
Current
Article 29 Basic Asset Management Policy

After Amendment
Article 29 Basic Asset Management Policy

The Investment Corporation primarily
manages investments in real estate assets (asstipulated under the Regulations for
Enforcement of the Act on Investment Trusts
and Investment Corporation (Cabinet OrderNo. 129 of 2000, including subsequent
revisions) (hereinafter referred to as“Regulations for the Enforcement of
Investment Trust Act” Article 105, Clause 1)
to generate stable long-term earnings.

The Investment Corporation primarily
manages investments in real estate assets (asstipulated under the Regulations for the
Enforcement of Investment Trust Act Article
105, Clause 1) to generate stable long-term
earnings.

6

(2) Proposal 2: Amendment to the Articles of Incorporation (AOI) – Asset Management Fee
Reduction & Linkage to Ichigo Office Share Performance
Ichigo Office has a no fixed fee, performance fee-only asset management fee structure
where Ichigo Office’s asset management company is paid only when it delivers positive
performance for shareholders. Ichigo Office also believes that paying the asset
management company an appropriate asset management fee to maintain high quality
asset management services is important to maximizing shareholder value. Ichigo Officecontinuously evaluates its fee structure to verify that that it generates a strong alignment
between Ichigo Office’s asset management company activities and value creation for
Ichigo Office shareholders, and is proposing to revise the Gains on Merger Performance
Fee and Gains on REIT TOB Sale Performance Fee in order to further strengthenalignment between the asset management company and Ichigo Office’s shareholders(Attachment Items 3-4).
1. Reduction in Gains on Merger Performance Fee and Gains on REIT TOB Sale
Performance Fee
Ichigo Office is proposing to reduce rates of the Gains on Merger Performance Fee andGains on REIT TOB Sale Performance Fee from 15% to 10% of Unrealized Gains per
Share multiplied by Number of Shares Outstanding.
2. Change in Definition of Unrealized Gains Used to Calculate the Gains on Merger
Performance Fee from Appraisal Value to Ichigo Office Share Value
Under the current AOI, the Gains on Merger Performance Fee is based on increases inappraisal value of Ichigo Office’s real estate assets. Ichigo Office is proposing to change
this to increases in Ichigo Office share value in order to align Ichigo Office’s asset
management company more strongly with shareholders via focusing on increasing
Ichigo Office’s share value.
(Amended areas underlined)
Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

The Investment Corporation shall pay thedesignated asset management fees to thefinancial instruments dealer in which it
entrusts the management of assets (the “AssetManagement Company”), in accordance withthe payment calculation method and timing
specified below.

(no change)

The Investment Corporation shall pay thedesignated asset management fees,
corresponding consumption tax, and local
consumption tax to the Asset Management
Company. In cases where the calculation
generates a negative figure, it shall be treatedas a zero; when it generates a fraction smaller
than JPY 1, the fraction shall be rounded off.

(no change)

1. – 2. (omitted)

1. – 2. (no change)7

Current
3. Gains on Merger Performance Fee

After Amendment
3. Gains on Merger Performance Fee

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the merger price pershare calculated based on a merger ratio
calculation report obtained from a third-party
to be disclosed at the time of the merger
minus net assets per share at the time of themerger agreement (as defined below) by the
number of shares outstanding at the time of
the merger agreement and multiplying by
15%.

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the Investment
Corporation’s share price as determined by
the merger ratio minus net assets per share at
the time the merger agreement is approved at
the Investment Corporation’s shareholder
meeting (as defined below) by the number ofshares outstanding at the time of the merger
and multiplying by 10%.

Gains on Merger Performance Fee = Gains
per Share at the Time of the Merger
Agreement (Merger Price at the Time of the
Merger Agreement – Net Assets per Share at
the Time of the Merger Agreement) * Numberof Shares Outstanding at the Time of the
Merger Agreement * 15%

Gains on Merger Performance Fee = Gains
per Share at the Time of the Merger
Agreement (Merger Price at the Time of the
Merger – Net Assets per Share at the Time of
the Merger) * Number of Shares Outstandingat the Time of the Merger * 10%

However, where the Gains per Share at theTime of the Merger Agreement is negative,
the Gains on Merger Performance Fee shallbe zero.

However, where the Gains per Share at theTime of the Merger Agreement is negative,
the Gains on Merger Performance Fee shallbe zero.

The Gains on Merger Performance Fee arises
when the Investment Corporation merges withanother investment corporation either via a
new merged entity or absorption-type merger,(including both cases where the Investment
Corporation is the surviving entity or theextinguished entity in an absorption-typemerger), and the asset management companyof the Investment Corporation at the time of
the merger agreement does not continue tomanage the assets under management due tothe merger.

The Gains on Merger Performance Fee arises
when the Investment Corporation merges withanother investment corporation either via a
new merged entity or absorption-type merger,(including both cases where the Investment
Corporation is the surviving entity or theextinguished entity in an absorption-typemerger), and the asset management companyof the Investment Corporation due to themerger does not continue to manage the assets
under management due to the merger.

The Merger Price at the Time of the Merger
Agreement is based upon the net assets
calculated based on a merger ratio calculation
report (before deduction of the Gains on
Merger Performance Fee), plus the unrealized
gains from real estate assets, minus unrealized
losses from real estate, divided by the numberof shares outstanding at the time of the merger
agreement. Net Assets per Share at the Timeof the Merger Agreement is based upon the
net assets divided by the number of shares
outstanding at the time of the merger
agreement.

Net Assets per Share at the Time of the
Merger Agreement is based upon the net
assets at the time of the merger agreement
divided by the number of shares outstandingat the time of the merger agreement.

8Current
The Gains on Merger Performance Fee willarise when the merger agreement is signed,
contingent on the merger closing, and thepayment date shall be within one month of themerger date.

After Amendment
The Gains on Merger Performance Fee willarise when the merger takes effect, and thepayment date shall be within one month of themerger date.

4. Gains on REIT TOB Sale Performance Fee

4. Gains on REIT TOB Sale Performance Fee

When the Investment Corporation is acquiredby a third party via a TOB, the Gains on REITTOB Sale Performance Fee shall becalculated by multiplying the TOB price pershare minus net assets per share at the time of
the TOB by the number of shares purchasedby the third-party via the TOB (however, if asqueeze-out of minority shareholders is to be
initiated after the TOB, then the shares to besqueezed out are to be included) andmultiplying by 15%.

When the Investment Corporation is acquiredby a third party via a TOB, the Gains on REITTOB Sale Performance Fee shall becalculated by multiplying the TOB price pershare minus net assets per share at the time of
the TOB by the number of shares purchasedby the third-party via the TOB (however, if asqueeze-out of minority shareholders is to be
initiated after the TOB, then the shares to besqueezed out are to be included) andmultiplying by 10%.

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 15%

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 10%However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.
A TOB sale is completed when theInvestment Corporation’s shares are acquiredby a third party other than the current asset
management company of the Investment
Corporation via a TOB, and the asset
management company is to change after the
TOB. “Net Assets per Share at the time of the
TOB” refers to net assets at the end of the
TOB share acquisition period (before
deduction of the Gains on REIT TOB Sale
Performance Fee) divided by the number ofshares outstanding at that time.

However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.
(no change)

The Gains on REIT TOB Sale Performance(no change)
Fee will arise when the current asset
management company loses its position as theasset management company of the Investment
Corporation the end of the TOB shareacquisition period. (However, if squeeze-outtransactions are scheduled, the portion of theperformance fee at the time of acquisition that
corresponds to the squeezed-out shares will
be calculated at the time of completion of thesqueeze-out transaction.) The payment dateshall be within one month from time when the9Current
current asset management company loses its
position as the asset management company of
the Investment Corporation after the last dayof the tender offer period. (However, thepayment date for the portion of the Gains on
REIT TOB Sale Performance Fee that
corresponds to the squeezed-out shares will
be at the time of completion of the squeezeout transaction.)

10

After Amendment

(3) Proposal 3: Nomination of Takafumi Kagiyama as Executive Director
Due to the expiration of Keisuke Chiba and Takafumi Kagiyama’s current terms ofoffice as of the end of the Fifteenth Shareholder Meeting, Ichigo Office is proposing there-election of Takafumi Kagiyama as Executive Director.
Under this proposal, pursuant to Article 19, Clause 3 of the AOI, the term of the
Executive Director ends at the end of the shareholder meeting held pursuant to Article 9,
Clause 2 of the AOI after the Executive Director has been appointed.
Ichigo Office’s Board of Directors approved this proposal on June 14, 2024.
Title

Name
(Date of Birth)

Executive
Director
Candidate

Takafumi Kagiyama(April 17, 1956)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
December 1981 Arthur Andersen and Company
August 1984
Qualified as Certified Public
Accountant (California)
June 1985
Kumagai Gumi Co., Ltd., North
America Branch
May 1990
Barings Securities Japan Ltd., Tokyo
BranchJune 1994
Lehman Brothers Japan Inc., Tokyo
BranchMay 1996
D.E. Shaw Securities, Tokyo Branch
June 1998
Chief Operating Officer, Morgan
Stanley Japan Limited, Tokyo Branch
January 2001
Managing Director, Morgan Stanley
Japan Limited, Tokyo Branch
January 2003
Head of Sales, Equity Group, Morgan
Stanley Japan Limited
October 2005
Head of Equity Group, Morgan
Stanley Japan Limited
April 2006
Representative Director, Morgan
Stanley Japan Limited, Tokyo Branch
May 2010
Executive Officer, Deputy Head ofOperations Division (Special
Assignment), Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd.
(secondment)
April 2011
Executive Officer, Deputy Head ofOperation Management, Sales, &Corporate Divisions (special
assignment), Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd.
(secondment)
April 2020
End of secondment at Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.
August 2021
Statutory Auditor (Non-Executive),
UBS SuMi TRUST WealthManagement Co., Ltd.
June 2023
Executive Director, Ichigo Office
REIT Investment Corporation (current)

The above Executive Director candidate does not have Ichigo Office shares, is not a related
party of Ichigo Office or its asset management company, and currently serves as an
Executive Director.
11

(4) Proposal 4: Nomination of Noriko Ichiba and Yuji Maruo as Supervisory Directors
Due to the expiration of Noriko Ichiba and Yuji Maruo’s current terms of office as of theend of the Fifteenth Shareholder Meeting, Ichigo Office is proposing the re-election of
Noriko Ichiba and Yuji Maruo as Supervisory Directors.
Under this proposal, pursuant to Article 19, Clause 3 of the AOI, the terms of theSupervisory Directors end at the end of the shareholder meeting held pursuant to Article
9, Clause 2 of the AOI after the Supervisory Directors have been appointed.
Title

Name
(Date of Birth)Supervisory
Director
Candidate

Noriko Ichiba(May 15, 1971)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
October 1992
Tohmatsu & Co. (presently Deloitte
Touche Tohmatsu LLC)
July 1997
Tadao Kato Accounting Office
August 1999
Taiyo Audit Corporation (presently
Grant Thornton Taiyo LLC)
May 2000
Qualified as Certified Public
November 2002 Accountant
Representative, Ichiba Certified Public
August 2008
Accountant Office (current)
Qualified as Certified Tax Accountant
October 2008
Representative, UPRISE Certified Tax
June 2021
Accountant’s Co. (current)
External Auditor, Daiho Corporation(current)
July 2022
Supervisory Director, Ichigo Office
REIT Investment Corporation (current)
March 2023
External Auditor, Nisshinbo Holdings
Inc (current)

12TitleName(Date of Birth)Supervisory
Director
Candidate

Yuji Maruo(August 21, 1971)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 1994
Fujita Corporation
Meiho Enterprise Co., Ltd.
October 2002
Executive Officer, Head of Shellze
August 2006
Group 1, Meiho Enterprise Co., Ltd.
Executive Officer, Deputy Head ofApril 2007
Shellze Division and Head of ShellzeGroup 1, Meiho Enterprise Co., Ltd.
Executive Managing Officer, Deputy
August 2007
Head of Shellze Division and Head of
Shellze Group, Meiho Enterprise Co.,Ltd.
August 2008
Executive Officer, Head of ShellzeGroup, Meiho Enterprise Co., Ltd.
Director & Executive Officer, Head of
October 2008
Shellze Group, Meiho Enterprise Co.,Ltd.
Director & Executive Officer, Head of
February 2009
Shellze Group and Head of Shellze
Sales Group, Meiho Enterprise Co.,Ltd.
November 2009 Director & Executive Officer, Head of
Sales and Head of Business
Development, Meiho Enterprise Co.,Ltd.
November 2010 Director & Executive Managing
Officer, Head of Sales and Head ofBusiness Development, Meiho
Enterprise Co., Ltd.
Executive Officer, Saint Clair Co., Ltd.
March 2012
Senior Managing Director, Saint Clair
July 2013
Co., Ltd.
Representative Director, Equity
February 2014
Partners Co., Ltd. (current)
Representative Director, Saint Clair
June 2018
Co., Ltd. (current)
June 2023
Supervisory Director, Ichigo Office
REIT Investment Corporation (current)

The above Supervisory Director candidates do not have Ichigo Office shares, are notrelated parties of Ichigo Office or its asset management company, and currently serve as
Supervisory Directors.

13

(5) Proposal 5: Nomination of Keisuke Chiba as Alternate Executive Director
To ensure the minimum number of Directors as required by law, Ichigo Office is
proposing the election of Keisuke Chiba as an Alternate Executive Director.
Ichigo Office’s Board of Directors approved this proposal on June 14, 2024.
Title

Alternate
Executive
Director
Candidate

Name(Date of Birth)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
October 2006
Qualified as Attorney at Law (Tokyo
Bar Association)
Atsumi & Partners (presently Atsumi &Sakai)
January 2010
Secondment, Mitsui & Co., Ltd. Legal
Department
September 2014 Hokuto Law Office
Keisuke Chiba
May 2016
Partner, Hokuto Law Office (current)(September 10, 1979) December 2019 Director, Shodensya Holdings Co., Ltd.
(presently SDS Holdings Co., Ltd.)
Director, Shodensya Co., Ltd.
May 2023
Executive Director, Ichigo Office REIT
Investment Corporation (current)
July 2023
Director and Audit Committee Member,
Visionaryholdings Co., Ltd.

The above Alternate Executive Director candidate does not have Ichigo Office shares, is
not a related party of Ichigo Office or its asset management company, and currently serves
as an Executive Director.
(6) Proposal 6: Nomination of Nagahisa Kita as Alternate Supervisory Director
To ensure the minimum number of Directors as required by law, Ichigo Office is
proposing the election of Nagahisa Kita as an Alternate Supervisory Director.
Title

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
December 2012

Alternate
Supervisory
Director
Candidate

January 2013
Nagahisa Kita
(April 15, 1984)

April 2015
January 2018
January 2020

Qualified as Attorney at Law (Tokyo
Bar Association)
Midosuji Legal Profession Corporation
Tokyo OfficePartners Law Office
Representative, AQ Law OfficePartner, Toranomon Daiichi Law
Office (current)

The above Alternate Supervisory Director candidate does not have Ichigo Office shares and is
not a related party of Ichigo Office or its asset management company.

14(7) Proposal 7: Approval of Director Compensation
Based on the approval at the Fourteenth Shareholder Meeting held on June 23, 2023,
which amended Article 20 of the AOI, Ichigo Office’s executive director compensationand supervisory director compensation are capped at JPY 720,000 and JPY 450,000,
respectively, per person per month.
Ichigo Office is working to drive business growth and grow shareholder value, andbelieves it is necessary to expand the roles and responsibilities of its Directors, attract
capable Director candidates with diverse backgrounds, and strengthen the functions of
its Board of Directors to support Ichigo Office’s sustainable growth. The role of theSupervisory Director has expanded as Ichigo Office grows and strengthens its
governance structure, and is expected to expand further as Ichigo Office continues tostrengthen its governance. As such, to compensate Directors in line with their roles andresponsibilities, Ichigo Office is proposing Executive Director compensation andSupervisory Director compensation of JPY 360,000 and JPY 240,000, respectively, perperson per month, amounts which have been reviewed and approved as appropriate by
Ichigo Office’s Board of Directors.
Upon approval of Proposals 3 and 4, Ichigo Office will have one Executive Director andtwo Supervisory Directors.
(8) Proposal 8: Appointment of Independent Auditor
In light of Ichigo’s ongoing growth and pursuant to Article 26 of its AOI, Ichigo Office
is proposing to change its Independent Auditor to Deloitte Touche Tohmatsu LLC(Deloitte), taking into account Deloitte’s extensive experience and their proposed audit
service fees.
This proposal was approved by Ichigo Office’s Board of Directors on June 14, 2024.
Name

Corporate
History

Deloitte Touche Tohmatsu LLC
May 1968
Established Tohmatsu Awoki & Co.
May 1975
Joined Touche Ross International (“TRI”) allianceOctober 1986
Merged with Sanwa & Co. (established in 1973) andchanged company name to Tohmatsu Awoki & Sanwa
April 1988
Merged with Marunouchi & Co. (established in 1968)
October 1988
Merged with Nishikata Audit Corporation (established in1969) and Sapporo Dai-ichi Kaikei Audit Corporation(established in 1976)
February 1990 Merged with Mita Audit Corporation (DH&S-Japanestablished in June 1985) due to the merger of TRI with
Deloitte Haskins & Sells (“DH&S”) in the U.S.; Changed
company name to Tohmatsu & Co.
April 2001
Merged with SAN-AI Audit Corporation (established in
May 1983)
July 2002
Merged with Seiwa Audit Corporation (established in 1974)
July 2009
Converted to a limited liability company and changed
company name in English to Deloitte Touche Tohmatsu
LLC

Paid-in
CapitalJPY 1,173 million (as of February 29, 2024)

Location

Marunouchi Nijubashi Building, Marunouchi 3-2-3, Chiyoda-ku, Tokyo

15

Executive
Officers

Masashi Tsurumi, Takeshi Shimoiizaka
Details of Executives
Number of Certified Public Accountants (CPAs): 480
Number of Other Executives: 61

Overview

Details of Employees
Number of CPAs: 2,514
Number of Employees who Have Passed the CPA Exam and Assistant CPAs:
1,236
Other Employees: 3,610
Number of Administrative Employees: 89
Total Number of Executives & Employees
7,990 (CPAs: 2,994)

Ichigo Office’s current independent auditor, Grant Thorton Taiyo LLC, will resign on
July 20, 2024.

(Reference)
The Deemed Approval provision will not be applicable to any conflicting proposals, as
stipulated under Article 93, Clause 1 of the Investment Trusts Act and Article 15, Clause
1 of the AOI, or any proposals stipulated under Article 15, Clause 3 of the AOI for
which a minority shareholder meeting certain requirements submits a notice of
opposition to Ichigo Office.
Ichigo Office has not received any notices of opposition from a minority shareholder
regarding Proposals 3 to 6 for which Article 15, Clause 3 of the AOI is applicable.

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