(Released on) May 8, 2023
(Electronic provision measures started on) May 8, 2023

To Our Unitholders
8-5-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
Nomura Real Estate Master Fund, Inc.
Shuhei Yoshida, Executive Director

Notice of Convocation of the 4th General Meeting of Unitholders
Nomura Real Estate Master Fund, Inc. (“NMF”) hereby notifies you of and requests your attendance atthe 4th General Meeting of Unitholders of NMF to be held as set out below.
We advise unitholders to carefully decide whether to attend the meeting from the standpoint ofpreventing the spread of COVID-19. Please note that if you decide not to attend the meeting, youare entitled to exercise your voting rights in writing. Please refer to the reference documents forthe general meeting of unitholders attached hereto, indicate your vote in favor or against on thevoting form enclosed herewith in order to exercise voting rights, and return the voting form toreach us by 5:00 p.m. on May 29, 2023 (Monday).
In addition, pursuant to Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations, NMF stipulates provisions concerning “Deemed Approval” in Article 14 of its Articles ofIncorporation as set out below. None of the proposals to be submitted to the general meeting of unitholders
are the ones stipulated in Article 14, Paragraph 2 of the Articles of Incorporation. Accordingly, please notethat unitholders who do not attend the general meeting of unitholders and do not exercise theirvoting rights shall be deemed to be in favor of each of the proposals at such general meeting ofunitholders (provided, however, that in cases where two or more proposals are submitted and any
such proposal is in conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).
(Excerpt from NMF’s Articles of Incorporation)
Article 14 of the Articles of Incorporation
Article 14. (Deemed Approval)
1.

Any unitholder who does not attend a general meeting of unitholders and does not exercise his/hervoting rights shall be deemed to be in favor of any proposal submitted to such general meeting of― 1 ―unitholders (provided, however, that in cases where two or more proposals are submitted and any
such proposal is in conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).
2.

Notwithstanding the provision of the preceding paragraph, the provision on Deemed Approvalshall not apply to proposals concerning the following items.
(1) Dismissal of Executive Directors, Supervisory Directors or Auditors(2) Amendment to Articles of Incorporation (limited to establishment, revision or abolition ofprovisions related to Deemed Approval)(3) Dissolution(4) Approval of cancellation of the asset management agreement by the asset managementcompany(5) Cancellation of the asset management agreement by the investment corporation

3.

The number of voting rights owned by the unitholder deemed to be in favor of a proposal inaccordance with Paragraph 1 shall be included in the number of voting rights of the unitholders inattendance.

In addition, when convening a general meeting of shareholders, we are taking measures for electronic
provision of information contained in the reference documents for the general meeting of unitholders(the matters subject to measures for electronic provision). The relevant information “Notice ofConvocation of the 4th General Meeting of Unitholders” is available on NMF’s website on the Internet.
Please access our website given below to review such information. Please note that printed reference
documents for general meetings of unitholders, etc. are sent to all unitholders, regardless of whether or
not they have requested the delivery of printed materials.
NMF website
https://www.nre-mf.co.jp/en/ir/meeting.html
In addition to the website given above, the matters subject to measures for electronic provision are also
posted on the Tokyo Stock Exchange (TSE) website. You can access the information via the TSE website
by visiting the website given below (Listed Company Search), entering Issue name (company name) or
Code to run a search, and then choosing “Basic information,” “Documents for Public Inspection/PR
Information” and “Notice of General Investors Meeting/Informational Materials for a General Investors
Meeting.”― 2 ―Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show― 3 ―Details
1. Date and Time:
2. Venue:

May 30, 2023 (Tuesday) 10:00 a.m.
Station Conference Tokyo “Sapia Hall”(Sapia Tower 5F, 1-7-12 Marunouchi, Chiyoda-ku,
Tokyo)

3. Meeting Agenda:
Matters to Be Resolved
Proposal No. 1 Partial Amendment to the Articles of Incorporation
Proposal No. 2 Appointment of One (1) Executive Director
Proposal No. 3 Appointment of Three (3) Supervisory Directors(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to reception at thevenue.
◎Given the state of COVID-19 infection in Japan, etc., we will be taking measures to prevent its spreadat the general meeting of unitholders. For details, please check the attached “Measures to Prevent
COVID-19 Infection.”◎Following the general meeting of unitholders, Nomura Real Estate Asset Management Co.,
Ltd., NMF”s asset management company, will hold an “Asset Management Briefing” at thesame venue. Those attending the general meeting of unitholders are cordially invited to thebriefing.
(Information)◎If neither approval nor disapproval of a proposal is indicated in your voting form returned to us, it shallbe counted as your vote for approval of the proposal.
◎If any amendment needs to be made to matters subject to measures for electronic provision, a statement
to that effect and the matters before and after amendment will be posted on both NMF and TSE
websites.
◎If you are to exercise your voting rights by proxy, you may appoint one (1) unitholder having voting
rights and have him/her attend the general meeting of unitholders as your proxy. In such case, theproxy shall submit a document evidencing his/her authority of a proxy together with your voting form,
as well as his/her voting form at the reception.
◎We will not provide any gifts for unitholders who attend the general meeting of unitholders.
We would appreciate your understanding.

― 4 ―Measures to Prevent COVID-19 Infection
In light of the state of the COVID-19 pandemic in Japan, we plan to take the following measures
to ensure the safety of unitholders and prevent the spread of COVID-19 at the general meeting ofunitholders. We ask for your understanding and cooperation.
(Requests to All Unitholders)・ You are entitled to exercise your voting rights at the general meeting of unitholders in writing
even if you are not attending. For those whoplan to attend the general meeting ofunitholders, we kindly ask you to be mindful of the situation surrounding the spread of
COVID-19 infections as well as your health condition up to the day, and determine whether
or not to attend the meeting in person.
・ Particularly, elderly people, people with underlying health conditions, pregnant women, and people
who have concerns about their health are urged to consider not attending the general meeting ofunitholders.
(Operation of the General Meeting of Unitholders)・ At the venue on the day of the meeting, the number of seats available will be limited as weplan to distance seats for lowering the risk of COVID-19 infection. Please be advised inadvance that we may be rejecting entry into the venue in the event that not enough seats areavailable.
・ We kindly ask that unitholders having a fever or displaying symptoms such as a cough refrain from
attending the meeting in person. Please also be advised in advance that unitholders who do not seemwell physically may be asked not to enter the venue or to leave their seats.
・ We may take measures other than the above as necessary in view of maintaining the order of thegeneral meeting of unitholders and preventing the spread of COVID-19. We ask for yourunderstanding and cooperation.
The above contents may be updated depending on future changes in circumstances andinstructions/requests by government agencies. The updated information will be properly
announced on NMF’s website (https://www.nre-mf.co.jp/en/).

― 5 ―Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1 Partial Amendment to Articles of Incorporation
1. Reasons for Amendment(1) New Article 9, Paragraph 2
With the enforcement of the amended provisions stipulated in the proviso of Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019)(including amended provisions of the Act on Investment trusts and Investment Corporations, etc.
relating thereto) on September 1, 2022, an amendment is deemed to have been made to the NMF’s
Articles of Incorporation stating that information pertaining to reference documents for general
meetings of unitholders, etc. shall be provided in electronic format as of September 1, 2022, basedon the provision of Article 10, Paragraph 9 of the Act on Arrangement of Relevant Acts Incidental
to Enforcement of the Act Partially Amending the Companies Act (Act No. 71 of 2019). For the
purpose of clarification, NMF will add a provision to that effect as well as a provision to limit thescope of matters described in the documents delivered to unitholders who have requested thedelivery of printed documents to its Articles of Incorporation.
(2) Current Article 15
Both with respect to a general meeting of unitholders to be convened on May 1 or thereafter without
delay every two years pursuant to Article 9, Paragraph 1 of the current Articles of Incorporation andany other general meeting of unitholders convened pursuant to Paragraph 2 of said article,
amendment will be made, stating that if a general meeting of unitholders is held within three monthsof a settlement date, the record date for exercising of voting rights shall be that settlement date,unless the record date is otherwise specified.
(3) Current Article 34
In line with the application of ASBJ Statement No. 10 "Accounting Standard for Financial
Instruments” (including related newly enacted or revised accounting standards and guidelines, etc.)
amended on July 4, 2019, the methods to measure fair values of rights pertaining to securities andderivative transactions have changed. NMF will make necessary changes to provisions concerning
appraisal of assets accordingly.
― 6 ―

2.

Content of Amendment
NMF will amend part of the existing Articles of Incorporation as follows.

Current Articles of Incorporation(New Establishment)

Article 15. (Record Date, etc.)
1. In cases where general meetings of unitholders
are convened pursuant to the provisions ofArticle 9, Paragraph 1, the Investment
Corporation shall determine the unitholders
listed in the latest unitholders’ list as of the last
day of February 2017 and the last day of
February of every two years thereafter as the
person who may exercise voting rights atrelevant general meeting of unitholders.
2. The Investment Corporation may determine
unitholders listed in the latest unitholders’ list asof the record date determined by a resolution of
the Board of Directors and announced inadvance in a public notice in accordance withlaws and regulations as the person who may
exercise voting rights at a general meeting ofunitholders, when necessary.
3. (Omitted)(The amended portions are underlined)
Proposed Amendment
Article 9, Paragraph 2 (Measures for Electronic
Provision, etc.)
1. TheInvestment
Corporation,
when
convening a general meeting of unitholders,shall take measures to provide electronicallyinformation
contained
inreference
documents for the general meeting ofunitholders, etc.
2. The Investment Corporation may decide not toinclude the whole or part of the matters thattake measures for electronic provision, which
are specified in the Regulation for
Enforcement of the Act on Investment Trusts
and Investment Corporations, in the document
to be delivered to unitholders who haverequested delivery of printed documents by therecord date for voting rights.
Article 15. (Record Date, etc.)
1. If a general meeting of unitholders of theInvestment Corporation is held within threemonths after the settlement date set forth in
Article 35 of its Articles of Incorporation, theInvestment Corporation may determine theunitholders listed in the latest unitholders’ list asof the relevant settlement date as the person
who may exercise voting rights at relevant
general meeting of unitholders.
2. Notwithstanding the provisions in the preceding
paragraph, the Investment Corporation may
determine unitholders listed in the latest
unitholders’ list as of the record date determinedby a resolution of the Board of Directors andannounced in advance in a public notice inaccordance with laws and regulations as the
person who may exercise voting rights at a
general meeting of unitholders, when necessary.
3. (No Change)

Article 34. (Methods, Standards and Calculation Article 34. (Methods, Standards and Calculation
Date of Appraisal of Assets)
Date of Appraisal of Assets)
1. (Omitted)
1. (No Change)(1) (Omitted)(1) (No Change)(2) (Omitted)(2) (No Change)― 7 ―Current Articles of Incorporation(3) (Omitted)(4) (Omitted)(5) (Omitted)(6) Securities (as defined in Article 29, Paragraph 1,
Item (3) and Article 29, Paragraph 2, Item (1),(iv) through (ix) and (xi)):
If market prices are available for the securities,
the value shall be the market price (i.e., thetrading price on a financial instruments
exchange, the price published by the Japan
Securities Dealers Association or the similar
trading prices at which transactions areformed on any trading system where securities
can be sold and converted into cash from time
to time in accordance with the foregoing
prices; hereinafter the same). If no market
price is available, those securities shall be
evaluated at a value reasonably calculated. The
market price or reasonably calculated value
shall be obtained using the same method every
period, except in cases where a change inmethod would increase the accuracy of theevaluation. If neither a market price nor areasonably calculated price can be obtained,
the securities may be evaluated at theacquisition cost.
(7) (Omitted)(8) (Omitted)(9) Rights relating to a derivative transaction (asdefined in Article 29, Paragraph 2, Item (2)):i) (Omitted)ii) Debts and credits arising from non-listed
derivative transactions:Appraisal shall be made at the value
calculated by a reasonable method as
equivalent to a market price. If it is found to
be extremely difficult to obtain a fairly
appraised price, the acquisition price may beused.
iii) (Omitted)(10) (Omitted)

Proposed Amendment(3) (No Change)(4) (No Change)(5) (No Change)(6) Securities (as defined in Article 29, Paragraph 1,
Item (3) and Article 29, Paragraph 2, Item (1),(iv) through (ix) and (xi)):
The value shall be the market price (i.e., thetrading price on a financial instruments
exchange, the price published by the Japan
Securities Dealers Association or the similar
trading prices at which transactions areformed on any trading system where securities
can be sold and converted into cash from time
to time in accordance with the foregoing
prices; hereinafter the same). However, stocks
and other securities for which no market priceis available shall be evaluated at the acquisition
cost.

Adopted: October 1, 2015
Amended: May 26, 2017
Amended: May 23, 2019
Amended: September 1, 2019
Amended: May 26, 2021

Adopted: October 1, 2015
Amended: May 26, 2017
Amended: May 23, 2019
Amended: September 1, 2019
Amended: May 26, 2021
Amended: May 30, 2023

(7) (No Change)(8) (No Change)(9) Rights relating to a derivative transaction (asdefined in Article 29, Paragraph 2, Item (2)):i) (No Change)ii) Debts and credits arising from non-listed
derivative transactions:Appraisal shall be made at the value
calculated by a reasonable method as
equivalent to a market price.

iii) (No Change)(10) (No Change)― 8 ―Proposal No. 2 Appointment of One (1) Executive Director
The term of office for Executive Director Shuhei Yoshida will expire as of May 31, 2023. NMF proposes
election of one Executive Director. The term of office of the Executive Director to be elected will be fortwo years beginning on June 1, 2023.
The candidate for Executive Director is as follows.
In addition, this proposal regarding the election of the Executive Director has been submitted according
to the unanimous agreement by supervisory directors.
Name (Date of Birth)

Career Summary and Material Concurrent Position
April 1982
April 1982
April 1986
April 1994
June 1994
August 1995
April 1998
March 2000
April 2005

Numberof NMF units
held

Registered as a Japanese lawyer (with the Daiichi Tokyo Bar Association)
Joined Toshio Shitara Law Office
Currently serves as Partner at Law Office Shuhei Yoshida
Conciliation Commissioner of Tokyo Family Court
Audit & Supervisory Board Member of Satellite Consulting Partners Co., Ltd.
Audit & Supervisory Board Member of Asset Partners Co., Ltd.
Lecturer at the Faculty of Law, Kanagawa University
Director of the Yahirokai Social Welfare Organization
Part-time lecturer (special lecture on insolvency proceedings laws) at the
School of Law, Kanagawa University
August 2005
Supervisory Director of Nomura Real Estate Office Fund, Inc.
November 2006 Supervisory Director of Nomura Real Estate Residential Fund, Inc.
December 2007 Visiting professor at the National Graduate Institute for Policy Studies
February 2008
Audit & Supervisory Board Member of Business Accounting Club K.K.
November 2008 Auditor of the non-profit organization the Accounting Advisor Support
CenterShuhei Yoshida
September 2009 Audit & Supervisory Board Member of M.H. Group Ltd.
0 units
May 2010
Currently serves as Vice-president of the non-profit organization the Tokyo(June 19, 1952)
Metropolitan Area Fixed-term Rented Land and House Leasehold Promotion
Organization
January 2013
Supervisory Director of former Nomura Real Estate Master Fund, Inc.
April 2013
Currently serves as Councilor of Foundation for Senior Citizens' Housing
September 2013 Currently serves as Vice Chairman of Japanese Inheritance Association
May 2014
Currently serves as Director of Japan Association for Real Estate Sciences
July 2014
Currently serves as Director of Japan Law and Economics Association
December 2014 Currently serves as Auditor of the Yahirokai Social Welfare Organization
December 2014 Currently serves as Audit & Supervisory Board Member of Ascot Corp
June 2015
External Director of Nissei Build Kogyo Co., Ltd.
October 2015
Supervisory Director of Nomura Real Estate Master Fund, Inc.
June 2017
Currently serves as Executive Director of Nomura Real Estate Master Fund,
Inc.
October 2018
External Director of Space Value Holdings, Co. Ltd.
April 2019
Currently works as special lecturer at the National Graduate Institute for Policy
Studies(Note 1) The above candidate for Executive Director has no special interest in NMF. The above candidate for Executive Director
currently supervises overall operations of NMF as Executive Director of NMF.
(Note 2) NMF has concluded with an insurance company Directors and Officers Liability Insurance as stipulated in Article 116-3,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment anddispute costs, to be borne by the insured to a certain extent when they receive a claim for compensation for the actions they
have taken as a director of NMF. The above candidate for Executive Director is currently included in the insured under the
insurance contract. When the above candidate for Executive Director assumes the office of Executive Director, he willcontinue to be included in the insured under the insurance contract, and an insurance contract with the same coverage will beconcluded again upon the expiration of the insurance contract.

― 9 ―Proposal No. 3 Appointment of Three (3) Supervisory Directors
The terms of office for Supervisory Directors Mineo Uchiyama and Mika Okada will expire as of May 31,
2023. In order to further strengthen the supervisory structure, NMF proposes election of three
Supervisory Directors by increasing the number of Supervisory Directors by one. The terms of office of
the Supervisory Directors to be elected will be for two years beginning on June 1, 2023.
The candidates for Supervisory Director are as follows.
Candidate Name (Date of Birth)
Number

Career Summary and Material Concurrent Position

October 1985
April 2000
April 2000
July 2004
April 2008
April 2010

Number of
NMF units
held

Joined Serizawa Corporation (currently known as GYOSEI & CO.)Currently serves as Partner at Mineo Uchiyama CPA Office
Audit & Supervisory Board Member of PI Technology Co., Ltd.
Audit & Supervisory Board Member of Value Commerce Co., Ltd.
Professor at the Faculty of Economics, Tohoku University
Special Professor of the Department of Professional
Mineo Uchiyama
1
0 units
Accountancy at the Graduate School of Aoyama Gakuin University(August 23, 1957)
April 2011
Currently serves as Visiting Professor at the Faculty of Economics,
Komazawa University
July 2016
Currently serves as partner of Seiryu Audit Corporation.
June 2017
Currently serves as Supervisory Director of Nomura Real Estate
Master Fund, Inc.
April 1993
Joined Yugenkaisha Blue Planet
April 1999
Registered as an attorney (Tokyo Bar Association)
April 1999
Joined Tsunematsu, Yanase & Sekine (currently known as
Nagashima, Ohno & Tsunematsu)
May 2001
Joined Yuwa Partners (currently known as CITY-YUWA
Partners)
January 2008
Currently serves as partner of CITY-YUWA Partners
Mika Okada
20 units
Part-time Lecturer of Kumamoto University School of Law(September 23, 1970) April 2013
April 2017
Currently serves as Board Member of the Licensing
Executives Society Japan
June 2019
Currently serves as Supervisory Director of NMF
April 2020
Currently serves as a faculty member of Graduate School of Social
Entrepreneurship (graduate school for specialists) at Sagami
Women's University
October 2002 Joined Omori Real Estate Appraisal Office K.K.
May 2006
Registered as a real estate appraiser
June 2006
Joined Tokyo Kantei Co., Ltd.
November 2011 Currently serves as Head at Koyama Toko Real Estate Appraisal
Toko Koyama
Office30 units(September 18, 1971)
July 2019
Currently serves as member of Consultant Committee at Tokyo
Association of Real Estate Appraisers
April 2022
Currently serves as member of Minato-Ward Property Valuation
Council(Note 1) The above candidates for Supervisory Director have no special interest in NMF. Mineo Uchiyama and Mika Okada, the twocandidates for Supervisory Director, currently supervise overall execution of duties by the Executive Director of NMF as
Supervisory Directors of NMF. Concerning Mika Okada, one of the candidates for Supervisory Director, the name describedabove is the former and professional name, but the name on the family register is Mika Furusawa.
(Note 2) NMF has concluded with an insurance company Directors and Officers Liability Insurance as stipulated in Article 116-3,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment anddispute costs, to be borne by the insured to a certain extent when they receive a claim for compensation for the actions they
have taken as a director of NMF. Mineo Uchida and Mika Okada, the two candidates for Supervisory Director, are currently
included in the insured under the insurance contract as Supervisory Directors. When the above candidates for Supervisory
Director assume the office of Supervisory Director, they will be included in the insured under the insurance contract, and an
insurance contract with the same coverage will be concluded again upon the expiration of the insurance contract.

― 10 ―

Reference Matter
・ If any proposal to be submitted to the general meeting of unitholders is applicable to any of the ones
stipulated in Article 14, Paragraph 2 of NMF’s Articles of Incorporation, the provision of “Deemed
Approval” prescribed in Article 14 of NMF’s Articles of Incorporation shall not be applied withrespect to such a proposal. If any proposal to be submitted to the general meeting of unitholders isin conflict in its nature with other proposals, the provision of “Deemed Approval” prescribed in
Article 14 of NMF’s Articles of Incorporation shall not be applied with respect to any of suchproposals. Please note that none of the proposals from Proposal 1, Proposal 2 and Proposal 3 above
is applicable to the ones stipulated in Article 14, Paragraph 2 of NMF’s Articles of Incorporation,
and also that none of them constitutes such conflicting proposal.
End of document― 11 ―