March 17, 2023
Berkeley Global, LLC
Toru Sugihara, Manager

Berkeley Global Makes Proposals to Ichigo Office REIT Investment Corporation

Berkeley Global, LLC (“we”, “our”, “us” or “Berkeley Global”), an affiliate of Star Asia Group, isa unitholder of Ichigo Office REIT Investment Corporation (“IOR”) and has held 3.0% or more ofIOR’s issued and outstanding investment units for more than six months.
We have made such proposals to IOR and Ichigo Investment Advisors Co., Ltd. (IOR’s asset
management company, the “Asset Management Company”) to reduce the asset management fees
payable to the Asset Management Company that are the most expensive among all J-REITs (from theperspective of the ratio of asset management fees to total assets). We have engaged in extensive
dialogue with IOR and the Asset Management Company from the viewpoint of increasing the IOR
unitholders’ investment value.
However, there has been no serious consideration of our proposal from either IOR or the AssetManagement Company. Therefore, to improve the investment value for all IOR unitholders, we hereby
notify you that today we requested IOR to call a unitholders’ meeting at which time the followingproposals (the “Proposals”) are proposed to be discussed and resolved in order to give an opportunity
for the unitholders to express their views regarding our proposals.
[Agenda Items to Be Submitted to the Unitholders’ Meeting](a) Partial amendments to the Articles of Incorporation (change in the rate of NOI & Dividend
Performance Fee);(b) Partial amendments to the Articles of Incorporation (abolition of Gains on Sale Performance Feeand adoption of Asset Acquisition Fee and Asset Disposition Fee);(c) Partial Amendments to the Articles of Incorporation (abolition of Gains on Merger PerformanceFee and Gains on REIT TOB Sale Performance Fee, and adoption of Merger Fee);(d) Appointment of Mr. Toru Sugihara as an executive director (shikkou yakuin);(e) Appointment of Mr. Akihiko Fujinaga as a supervisory director (kantoku yakuin); and(f)Partial amendments to the Articles of Incorporation (adoption of a cap to directors’compensation)
For the details of the Proposal, please also see the explanatory materials released by us today titled"Berkeley Global Makes Proposals to Ichigo Office REIT Investment Corporation".
http://starasiamanagement.com/1We aim to optimize the amount of asset management fees by transitioning to an asset management
fee structure that is closely linked to and aligned with unitholders’ interests and improve and strengthen
the corporate governance of IOR by appointing professionals with significant experience and strong
track record in J-REIT management.
We are confident that the Proposals will contribute to significantly improving the IOR unitholders’investment value. Please see below the explanation regarding the IOR’s current problems withits

asset management fee structure and corporate governance to be resolved and an overview of theProposals, and we hope that the unitholders will understand our concerns and support to the Proposals.

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Optimizing the amount of asset management fees by transitioning to an asset management
fee structure that is closely linked to and aligned with unitholders’ interests
At the unitholders’ meeting held in July 2020 (the “2020 Meeting of Unitholders”), IOR
completely changed its asset management fee structure (the “AM Fees Change”) and adopted

anew asset management fee structure consisting of “NOI & Dividend Performance Fee”, “Gainson Sale Performance Fee”, “Gains on Merger Performance Fee”, and “Gains on REIT TOB Sale
Performance Fee” (the asset management fee structure before the AM Fees Change shall behereinafter referred to as the “Old AM Fee Structure”, and the asset management fee structure
after the AM Fees Change as the “New AM Fee Structure”).
However, we believe that the New AM Fee Structure is an asset management fee structure thatis not aligned with or promotes the increase in IOR unitholders’ investment value. In theProposals (1) through (3), we propose to optimize the amount of asset management fees byrevising the asset management fee structure to become one that is closely linked to unitholders’interests.
(1) Partial amendments to the Articles of Incorporation (change in the rate of NOI &Dividend Performance Fee) ((a) of the Proposals)
IOR’s “NOI & Dividend Performance Fee” are the highest asset management fees (ratio ofasset management fees to total assets) among all J-REITs. The fees payable to the AssetManagement Company are approximately 1.7 times higher than the average equivalent fromother J-REITs (ratio of asset management fees to total assets). Importantly, IOR has notachieved any external growth accompanying public offerings for seven years since the last
public offering. In a situation where external growth has been significantly stagnant, thepayment of such expensive asset management fees is not only inappropriate in itself but alsoa factor that has hindered the external growth of IOR.

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Accordingly, we believe that it is critical and necessary to change the rate of “NOI &Dividend Performance Fee” in order to reduce the “NOI & Dividend Performance Fee” toapproximately the average level for J-REITs, to raise distributions and create upward pressure
on investment unit prices, as well as creating an environment that facilitates external growthaccompanying a public offering, and propose to change the rate of the “NOI & Dividend
Performance Fee” from the current “0.0054%” to “0.0036%”.
(2) Partial amendments to the Articles of Incorporation (abolition of Gains on Sale
Performance Fee, and establishment of Asset Acquisition Fee and Asset Disposition Fee)((2) of the Proposals)
The “Gains on Sale Performance Fee” under the New AM Fee Structure is set at anextremely high rate, which is 15% of the gain on sales of assets, and in the event of anoccurrence of gain on sales of assets (in principle, obtained by deducting a book value froma sale price), IOR will have to bear extremely high fees. In addition, if a gain on sales of assets
occurs for IOR, the “NOI & Dividend Performance Fee” will be also increased, and IOR willbear double burdens: the accrual of the “Gains on Sale Performance Fee” and the increase inthe “NOI & Dividend Performance Fee”.
Therefore, we propose to abolish the “Gains on Sale Performance Fee” and newly adopt astandard Asset Acquisition Fee and Asset Disposition Fee to align with the prevailing fee
structure for other J-REITs.
(3) Partial Amendments to the Articles of Incorporation (abolition of Gains on Merger
Performance Fee and Gains on REIT TOB Sale Performance Fee, and adoption ofMerger Fee) ((3) of the Proposals)
The “Gains on Merger Performance Fee” and the “Gains on REIT TOB Sale PerformanceFee” under the New AM Fee Structure are fee structures that lack any connection with theservices provided by an asset management company. In addition, while the amount can be
extremely high, their calculations are unclear and, as a result, the structures lack rationale asa constructive fee structure. In terms of practical effects, it has the effect of discouraging
proposals that would contribute to increasing IOR unitholders’ investment value and isconsidered to be a de facto takeover defense measure. It should be noted that IOR is the only
J-REIT that has introduced “Gains on Merger Performance Fee” and “Gains on REIT TOB
Sale Performance Fee”.
Therefore, we propose to abolish the “Gains on Merger Performance Fee” and the “Gainson REIT TOB Sale Performance Fee” and to newly adopt the Merger Fee to align with theprevailing fee structure for other J-REITs.

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2.

Improving and strengthening the corporate governance of IOR through the appointmentof professionals with significant experience and strong track record in J-REIT management
As described above, the New AM Fee Structure contains a large amount of unreasonable andinappropriate details that are unlikely to contribute to the increase of the IOR unitholders’investment value. However, in the notice of the 2020 Meeting of Unitholders in connection withthe AM Fees Change of IOR, IOR explains that the New AM Fee Structure is intended to "furtherimprove the IOR unitholders’ investment value". In addition, the press release of IOR ("Noticeof Amendment to the Terms and Appointment of Directors" dated June 15, 2020), which wasdisclosed prior to the 2020 Meeting of Unitholders, compared the total asset management fees
for the 5 years from the fiscal period ending October 2015 to the fiscal period ending April 2020
under the Old AM Fee Structure before the amendment with the total asset management fees forthe 5 years from the fiscal period ending October 2015 to the fiscal period ending April 2020
under the New AM Fee Structure after the amendment (estimated amount), and included a bargraph showing that the total asset management fees would decrease by 4.2% under the New AM
Fee Structure. In other words, the materials disclosed by IOR suggested that if IOR adopted theNew AM Fee Structure, the total amount of asset management fees will decrease, leading to anincrease of the IOR unitholders’ investment value.
However, our calculations based on the materials disclosed by IOR indicate that the actual resultof asset management fees (based on the New AM Fee Structure) for the 4 periods from the fiscalperiod ending April 2021 to the fiscal period ending October 2022 after the AM Fees Change
significantly exceeded the amount of asset management fees based on the Old AM Fee Structure.
This is completely contrary to what was suggested by the disclosure materials. In addition, theattitudes of IOR and the Asset Management Company when we proposed a review of the New
AM Fee were far from sincere in the responses to our suggestions, so we have had no choice butto conclude that they totally disregard the IOR unitholders’ interests.
We believe that this attitude of disregard for IOR unitholders’ interests by the AssetManagement Company is due to the fact that IOR’s supervision of the Asset Management
Company are not being conducted properly. In order to correct this, it is essential to strengthen
the governance structure of IOR and strengthen the supervision and oversight on the AssetManagement Company. We therefore propose (d) - (f) of the Proposals:(1) Appointment of Toru Sugihara as an executive director (shikkou yakuin) ((d) of theProposals) and Appointment of Akihiko Fujinaga as a supervisory director (kantokuyakuin) ((e) of the Proposals)
As stated above, we believe that the governance system of IOR has not been established torealize the fundamental principle of aligning interests and increasing unitholders’ investment
value. In order to resolve such issues on the governance system, we believe it is critical to4

appoint one executive director (shikkou yakuin) and one supervisory director (kantoku yakuin)
who are knowledgeable about J-REIT management, and have the executive director
appropriately negotiate with the Asset Management Company on asset management fees fromthe viewpoint of protecting IOR unitholders’ interests, and have both directors monitor thegovernance of IOR through the flexible management by the board of directors.
Mr. Toru Sugihara has significant knowledge and experience in the practice of investment
corporations, including many years of practical experience in the real estate industry, deep
experience in asset management at J-REITs, and prior experience as an executive director ofa J-REIT. Mr. Sugihara is able to supplement the lack of practical ability of IOR to verify theappropriateness of the fee structures, and quickly recognize and respond, flexibly andappropriately, to events that are contrary to the IOR unitholders’ interests.
Mr. Akihiko Fujinaga has held important positions such as president and executive director,etc. at many prominent real estate companies and J-REIT asset management companies andis a person who is extremely well versed in real estate investment management practices. Inaddition, Mr. Fujinaga has deep knowledge in the field of finance, which enables him toanalyze and supervise both the appropriateness of the fee formula itself based on hisknowledge of the real estate industry and the appropriateness of the payments based on hisknowledge of the field of finance. Therefore, he is an appropriate person to be a supervisory
director of IOR, where the appropriateness of the asset management fee structure is an issue.
(2) Partial Amendments to the Articles of Incorporation (adoption of a cap to directors’compensation) ((f) of the Proposals)
The increase in the number of the executive directors and the supervisory directors
proposed in "Appointment of Toru Sugihara as an executive director" ((d) of the Proposals)and "Appointment of Akihiko Fujinaga as a supervisory director" ((e) of the Proposals) is ameasure to improve the corporate governance of IOR and is intended to increase the IOR
unitholders’ investment value. From the perspective of avoiding an unnecessary increase in
the cost burden of IOR due to an increase in the number of such directors, the total amountof directors’ fee will be limited in order to keep it within a reasonable range.
The amount of 1,090,000 yen per month proposed as the upper limit of the total amount offee for the executive directors and the supervisory directors is comprised of the sum of: (i)the amount of the monthly fee for the current directors that can be confirmed in the asset
management report for the 34th fiscal period of IOR; (ii) 10,000 yen per month as the fee forthe executive director who are requested to be newly appointed; and (iii) the monthly amountas the fee for the supervisory director who is requested to be newly appointed (which is sameamount currently paid for the other current supervisory directors) . The specific breakdown
is as follows:5Current executive director

360,000 yen per month

Two current supervisory directors

480,000 yen per month

New executive director

10,000 yen per month

New supervisory director

240,000 yen per month
END< Contact Information >Berkeley Global, LLC (contact in Tokyo)
Phone: 03-5860-1028
E-mail: tsugihara@starasiamanagement.com
Youtube: https://www.youtube.com/channel/UCYasJn4xrns2fhyZFKMAELw

This material is provided for the purpose of identifying points for improvement of Ichigo Office
REIT Investment Corporation proposed by us (Berkeley Global, LLC) and providing information
on solutions to such points, and is not intended as an offer, solicitation or marketing of any specificproduct.

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