May 1, 2017

To Our Unitholders

8-5-1, Nishi-Shinjuku, Shinjuku-ku Tokyo
Nomura Real Estate Master Fund, Inc.
Satoshi Yanagita Executive Director

Notice of Convocation of the 1st General Meeting of Unitholders
Nomura Real Estate Master Fund, Inc. (“NMF”) hereby notifies you of and requests your attendanceat the 1st general meeting of unitholders of NMF to be held as set out below.

Please note that if you are unable to attend the meeting, you are entitled to exercise your voting
rights in writing. Please refer to the reference documents for the general meeting of unitholders
attached hereto, indicate your vote in favor or against on the voting form enclosed herewith forexercising voting rights and return the voting form to reach us by 5:00 p.m. on May 25, 2017
(Thursday).

In addition, pursuant to Article 93, Paragraph 1 of the Act Concerning Investment Trusts andInvestment Corporations, NMF stipulates provisions concerning “Deemed Approval” in Article 14,
Paragraphs 1 and 2 of the Articles of Incorporation of NMF as set out below.

Therefore, please note that unitholders who do not attend the general meeting of unitholders and do
not exercise their voting rights shall be deemed to be in favor of each of the proposals at suchgeneral meeting of 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 suchproposals shall be excluded from such deemed approval).

(Excerpt from the Articles of Incorporation of NMF)
Article 14, Paragraphs 1 and 2 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 ofunitholders (provided, however, that in cases where two or more proposals are submitted and any-1-such proposal is in conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).

2. The number of voting rights owned by the unitholder deemed to be in favor of a proposal inaccordance with the preceding Paragraph shall be included in the number of voting rights of theunitholders in attendance.

1. Date and Time:May 26, 2017 (Friday) 1:00 p.m.

2. Venue:

1-5-8, Nihombashi Kayabacho, Chuo-ku, Tokyo
Tokyo Shoken Kaikan 8th floor hall
(Please refer to the guide map of the venue of the general meeting ofunitholders at the end of this notice.)

3. Meeting Agenda:

Matters to be Resolved
Proposal No. 1 Partial Amendment to Articles of Incorporation
Proposal No. 2 Appointment of One (1) Executive Director
Proposal No. 3 Appointment of Two (2) Supervisory Directors(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at
the venue.
◎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 the same venue.
Those attending the general meeting of unitholders are cordially invited to the briefing.

(Information)◎Please note that, if NMF needs to amend matters stated in the reference documents for the general
meetingofunitholders,suchamendment

will

be

postedon

NMF’s

website(http://www.nre-mf.co.jp/).
◎To exercise voting rights by proxy, you may have another unitholder with voting rights attend thegeneral meeting of unitholders as your proxy. Please have the proxy submit a document
evidencing the authority as proxy together with your voting form to the reception at the venue.

-2-

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) Current Article 32, Paragraph 3
NMF will make a necessary amendment to the provisions of the Articles ofIncorporation to enable NMF to lease the Investment Assets other than real estate, such as
the renewable energy power generation facility and movables acquired by NMF, toincrease the opportunity for NMF to gain profit.
(2) Current Article 35; Article 38, Paragraph 1, Items (1) and (2); Article 42; Article 43; andArticle 44
Of the provisions set at the time of establishment of NMF, NMF will delete theprovisions that have become unnecessary due to reasons such as the ending of the 1st
fiscal period and provisions that are related to the completed procedures, to simplify theprovisions of the Articles of Incorporation.
(3) Current Article 36, Paragraph 1, Item (1)NMF will amend the provisions of the Articles of Incorporation to make the definitionof the Distributable Amount in the Articles of Incorporation conform to the provisions of
the Act Concerning Investment Trusts and Investment Corporations.
(4) Proposal of the Amendment to Article 38, Paragraph 1
NMF will newly introduce the asset management fee linked to net income and decrease
the rate of the current asset management fee linked to total assets, to establish the asset
management fee structure with more consideration for unitholders’ benefit.
(5) Proposal of the Amendment to Article 42
Since the asset management fee structure will be modified due to the amendment to
Article 38, Paragraph 1 of the Articles of Incorporation mentioned in (4) above, NMF will
newly establish supplementary provisions to the effect that all the amendment to Article 38of the Articles of Incorporation (including the amendment stated in (2) and (4)) will takeeffect as of September 1, 2017, to clarify the date on which the modified asset
management fee structure becomes applicable.
(6) In addition to the above, NMF will organize clauses and alter wordings as necessary.

32. Content of Amendment
NMF will amend the part of the existing Articles of Incorporation as follows.
(The amended portions are underlined)
Existing Articles of Incorporation
Article 32. (Objectives and Extent of Leasing ofIncorporated Assets)

Proposed Amendment
Article 32. (Objectives and Extent of Leasing ofIncorporated Assets)

1.

(Omitted)1.

(No change)

2.

(Omitted)2.

(No change)

3.

The Investment Corporation may not lease
any Investment Assets other than the realestate (including, other than the real estate
acquired by the Investment Corporation, thereal estate which is the back assets of theReal Estate-Related Assets) belonging to theInvestment Assets.

3.

The Investment Corporation may lease any
Investment Assets other than the real estate(including, other than the real estate
acquired by the Investment Corporation, thereal estate which is the back assets of theReal Estate-Related Assets) belonging to theInvestment Assets.

Article 35. (Fiscal Period)

Article 35. (Fiscal Period)

The fiscal period of the Investment
Corporation shall commence on March 1 ofeach year and end on the last day of August of
the same year, and commence on September 1of each year and end on the last day of
February of the following year (the last day ofeach fiscal period shall be referred to as the“Settlement Date”); provided, however, thatthe first fiscal period of the Investment
Corporation shall commence on the date ofincorporation of the Investment Corporationand end on the last day of February 2016.

The fiscal period of the Investment
Corporation shall commence on March 1 ofeach year and end on the last day of August of
the same year, and commence on September 1of each year and end on the last day of
February of the following year (the last day ofeach fiscal period shall be referred to as the“Settlement Date”).

Article 36. (Cash Distribution Policies)

Article 36. (Cash Distribution Policies)

1.

1.

Distribution Policies

Distribution Policies

The Investment Corporation shall, in
principle, make distributions in accordancewith the following policies, and, uponmaking cash distributions, shall follow therules stipulated by The Investment Trusts
Association, Japan:

The Investment Corporation shall, in
principle, make distributions in accordancewith the following policies, and, uponmaking cash distributions, shall follow therules stipulated by The Investment Trusts
Association, Japan:

(1)

(1)

Distributable amounts arising frominvestment of the Investment
Corporation’s Investment Assets (the“Distributable Amount”) shall be
4Distributable amounts arising frominvestment of the Investment
Corporation’s Investment Assets (the“Distributable Amount”) shall beincome calculated on each Settlement
Date in accordance with theInvestment Trust Act and generally
accepted
corporateaccounting
principles in Japan (being the amountcalculated by deducting the total
amount of the aggregate contribution
amount, the surplus contribution
amount,andvaluation
andconversion differences from theamount of the total asset minus thetotal debt (i.e. the net assets) shownin the balance sheet of the Investment
Corporation as of each SettlementDate).
(2)(Omitted)(3)(Omitted)

income calculated on each Settlement
Date in accordance with theInvestment Trust Act and generally
accepted
corporateaccounting
principles in Japan (being the Profits
as specified in Article 136, Paragraph
1 of the Investment Trust Act).

(2)(No change)(3)(No change)

2.- 4. (No change)

2.- 4. (Omitted)
Article 38. (Standards concerning Payment of
Asset Management Fees Payable to
the Asset Management Company)

Article 38. (Standards concerning Payment of
Asset Management Fees Payable to
the Asset Management Company)

1.

1.

The method of calculation of fees payable tothe asset management company (the “AssetManagement Company”) to which theInvestment Corporation commissions the
management of its assets and the time of
payment thereof shall be as follows. The
Investment Corporation shall not pay AssetManagement Company any fees relating toagency services or brokerage under the
Building Lots and Buildings Transactions
Business Act.
(1)

Management Fee

The method of calculation of fees payable tothe asset management company (the “AssetManagement Company”) to which theInvestment Corporation commissions the
management of its assets and the time of
payment thereof shall be as follows. The
Investment Corporation shall not pay AssetManagement Company any fees relating toagency services or brokerage under the
Building Lots and Buildings Transactions
Business Act.
(1)

Management Fee shall be theamount calculated by multiplying (a)the total assets of the Investment
Corporation determined by themethod specified below by (b) 0.6%
per annum for the period from the
day
after
the
Investment
Corporation’s immediately preceding
Settlement Date until the last day of
the third month following such
Settlement Date (“Calculation Period

5Management Fee I
Management Fee I shall be theamount calculated by multiplying (a)the total assets of the Investment
Corporation determined by themethod specified below by (b)0.45% per annum for the period
from the day after the Investment
Corporation’s immediately preceding
Settlement Date until the last day of
the third month following such
Settlement Date (“Calculation Period

1”) and for the period from the day
after the final day of Calculation
Period 1 until the next Settlement
Date (“Calculation Period 2”) (prorata daily amounts shall becalculated on the basis of 365 days
per year; amounts less than one yen
shall be rounded down).

1”) and for the period from the day
after the final day of Calculation
Period 1 until the next Settlement
Date (“Calculation Period 2”) (prorata daily amounts shall becalculated on the basis of 365 days
per year; amounts less than one yen
shall be rounded down).

Total Assets in Calculation Period 1
The total amount of assets indicatedon the Investment Corporation’sbalance sheet as of the Settlement
Date of the Investment Corporation’s
immediately preceding Fiscal Period(limited to the balance sheet
approved at the meeting of the Boardof Directors in accordance with the
Article 131, Paragraph 2 of theInvestment Trust Act) (provided,
however, that an amount equivalent
to unamortized goodwill shall be
deducted).

Total Assets in Calculation Period 1
The total amount of assets indicatedon the Investment Corporation’sbalance sheet as of the Settlement
Date of the Investment Corporation’s
immediately preceding Fiscal Period(limited to the balance sheet
approved at the meeting of the Boardof Directors in accordance with the
Article 131, Paragraph 2 of theInvestment Trust Act) (provided,
however, that an amount equivalent
to unamortized goodwill shall be
deducted).

Total Assets in Calculation Period 2
The total amount of assets indicatedin Calculation Period 1, plus orminus difference of the totalacquisition price (meaning thepurchase price in a case of purchase,the price of the asset acquired by
way of exchange provided in theexchange agreement in a case of
exchange (the amount after the
deduction of the compressedamount, if compressed entry ismade), the contribution amount in acase of capital contribution, and theamount of assets recognized withrespect to the property (excluding
ancillary expenses) in accordancewith the Accounting Standards for
Business
Combination(kigyoketsugo ni kansuru kaikei kijun) in acase of merger; excluding national
and local consumption taxes requiredforacquisitionofbuildings,
hereinafter the same in this Item andthe following Item) of acquired
specified assets, and the total bookvalue of the disposed specified assets
indicatedontheInvestment
Corporation’s balance sheet as of the

Total Assets in Calculation Period 2
The total amount of assets indicatedin Calculation Period 1, plus orminus difference of the totalacquisition price (meaning thepurchase price in a case of purchase,the price of the asset acquired by
way of exchange provided in theexchange agreement in a case of
exchange (the amount after the
deduction of the compressedamount, if compressed entry ismade), the contribution amount in acase of capital contribution, and theamount of assets recognized withrespect to the property (excluding
ancillary expenses) in accordancewith the Accounting Standards for
Business
Combination(kigyoketsugo ni kansuru kaikei kijun) in acase of merger; excluding national
and local consumption taxes requiredforacquisitionofbuildings,
hereinafter the same in this Item andItem (3)) of acquired specified
assets, and the total book value ofthe disposed specified assets
indicatedontheInvestment
Corporation’s balance sheet as of the6Settlement Date of the Investment
Corporation’s immediately preceding
Fiscal Period (limited to the balance
sheet approved at the meeting of theBoard of Directors in accordancewith the Article 131, Paragraph 2 ofthe Investment Trust Act), if theInvestment Corporation acquired(including the case where theInvestment Corporation succeeded
specified assets of an absorbed
investment corporation as a result ofan absorption-type merger, in which
theInvestment
Corporation
participatesasasurviving
investment corporation; hereinafter
the same in this Item and thefollowing Item) or disposed of
specified assets as specified in
Article 29, Paragraph 1 during
Calculation Period 1.

Settlement Date of the Investment
Corporation’s immediately preceding
Fiscal Period (limited to the balance
sheet approved at the meeting of theBoard of Directors in accordancewith the Article 131, Paragraph 2 ofthe Investment Trust Act), if theInvestment Corporation acquired(including the case where theInvestment Corporation succeeded
specified assets of an absorbed
investment corporation as a result ofan absorption-type merger, in which
theInvestment
Corporation
participatesasasurviving
investment corporation ; hereinafter
the same in this Item and Item (3)) or
disposed of specified assets as
specified in Article 29, Paragraph 1
during Calculation Period 1.

Fees for Calculation Period 1 shallbe paid by the last day of Calculation
Period 1 and fees for Calculation
Period 2 shall be paid by the last dayof Calculation Period 2.

Fees for Calculation Period 1 shallbe paid by the last day of
Calculation Period 1 and fees for
Calculation Period 2 shall be paid by
the last day of Calculation Period 2.

Notwithstanding the foregoing, withregard to the first Fiscal Period, (A)the period of “Calculation Period 1”
shall be replaced with the period
from the date of incorporation of theInvestment Corporation until the last
day of the second month following
the same date, and the period of“Calculation Period 2” shall be
replaced with the period from the
day after the final day of the“Calculation Period 1” until the
Settlement Date of the first Fiscal
Period, (B) the total assets in the“Calculation Period 1” shall be theamount derived by replacing thetotal amount of assets indicated ontheInvestment
Corporation’sbalance sheet as of the Settlement
Date of the immediately preceding
Fiscal Period with the amount,relating to the assets succeeded from
Nomura Real Estate Master Fundthroughtheconsolidation-typemerger among Nomura Real Estate
Master Fund, Nomura Real Estate(Deleted)7

Office Fund, Inc. and Nomura Real
Estate Residential Fund, Inc. (the“Merger”), derived by adding or
subtracting, in the same manner as
the “Calculation Period 2”, to orfrom the total amount of assets
indicated on Nomura Real Estate
Master Fund, Inc.’s balance sheet asof the Settlement Date of theimmediately preceding Fiscal Period
ended
beforethedateofincorporation of the Investment
Corporation (limited to the balance
sheet approved at the meeting of theBoard of Directors in accordancewith Article 131, Paragraph 2 of theInvestment Trust Act), with respect
to acquisition or disposition of
specified assets by Nomura Real
Estate Master Fund, Inc. after such
Settlement Date and before the dateof incorporation of the Investment
Corporation, and (C) the total
amount of assets in the “Calculation
Period 2” shall be derived byreplacing the total assets in the“Calculation Period I” with theamount as (B) above, and, withrespect to the assets succeeded from
Nomura Real Estate Office Fund,
Inc. and Nomura Real Estate
Residential Fund, Inc. through the
Merger, the sum of the amountrecorded as assets (not including
incidental expenses) based on the
Accounting Standard for Business
Combinations shall be included as
the acquisition price of the specified
assets acquired during the period of
the “Calculation Period 1”, andreplacing, with respect to thespecified assets disposed of, the total
book value on the balance sheet as of
the Settlement Date of theimmediately preceding Fiscal Periodwith the sum of (I) in the case of theassets succeeded from the Nomura
Real Estate Master Fund, the bookvalue on Nomura Real Estate Master
Fund, Inc.’s balance sheet as of theSettlement Date of the immediately
preceding Fiscal Period ended before
the date of incorporation of theInvestment Corporation (limited to8the balance sheet approved at themeeting of the Board of Directors inaccordance with Article 131,
Paragraph 2 of the Investment TrustAct), (II) in the case of the otherassets succeeded upon the Merger,
the amount reported as assets (notincludingincidental
expenses)relating to such assets based on the
Accounting Standard for Business
Combinations and (III) in the case of
the assets acquired after the Merger,
the acquisition price thereof,
respectively.
(New establishment)(2)

Management Fee II
Management Fee II for each Fiscal
Period of the Investment Corporation
shall be the amount calculated bymultiplying the Net Income before
Deduction of Management Fee II by
5.5% (amounts less than one yen
shall be rounded down).
The “Net Income before Deductionof Management Fee II” means theamount obtained by adding goodwill
amortization cost to, and deducting
gain on negative goodwill from,income before income taxes
calculated in accordance withgenerally
accepted
corporateaccounting principles in Japan(before deduction of Management
Fee
II
and
non-deductible
consumption taxes on Management
Fee II) and after compensation ofloss carried forward (if any). If theresult of the above calculation of the
Net Income before Deduction ofManagement Fee II becomes
negative value, the amount of the
Net Income before Deduction ofManagement Fee II shall be zeroyen.
Management Fee II shall be paid
within three months after the
Settlement Date for the relevant
Fiscal Period.

(2)

Acquisition Fee
If

theInvestment(3)
Corporation

9

Acquisition Fee
If

theInvestment

Corporation

(3)acquired specified assets as specified
in Article 29, Paragraph 1, theInvestment Corporation shall pay
Acquisition Fee in the amountobtainedbymultiplying
theacquisition price by a rate separately
agreed upon between the Investment
Corporation
and
the
Asset
Management Company, which rateshall be up to 1.0% (0.5%, if theacquisition is from a related party
defined in the Article 201, Paragraph
1 of the Investment Trust Act or acompany etc. for which a related
party provides the asset management
or investment advisory service).

acquired specified assets as specified
in Article 29, Paragraph 1, theInvestment Corporation shall pay
Acquisition Fee in the amountobtainedbymultiplying
theacquisition price by a rate separately
agreed upon between the Investment
Corporation
and
the
Asset
Management Company, which rateshall be up to 1.0% (0.5%, if theacquisition is from a related party
defined in the Article 201, Paragraph
1 of the Investment Trust Act or acompany etc. for which a related
party provides the asset management
or investment advisory service).

With respect to the succession of thespecified assets due to the Merger,
Acquisition Fee is the amountobtainedbymultiplying
theacquisition price by a rate separately
agreed upon between the Investment
Corporation
and
the
Asset
Management Company, which rateshall be up to 0.5%.

(Deleted)

Acquisition Fees shall be paid by thelast day of the month following themonth in which the specified asset
was acquired (the month to which
the effective date of merger or thedate of incorporation of theinvestment corporation belongs, in acase of merger).

Acquisition Fees shall be paid by thelast day of the month following themonth in which the specified asset
was acquired (the month to which
the effective date of merger or thedate of incorporation of theinvestment corporation belongs, in acase of merger).

Disposition Fee(4)(Omitted)2.

Disposition Fee(No change)(Omitted)

2.

CHAPTER IXCOMMISSION OF GENERALADMINISTRATIVE SERVICES AS OF
INCORPORATION(No change)(Deleted)

Article 42. (Outline of General Administrator
and Agreement to be Executed as ofIncorporation)

10

The outline of names and addresses of eachgeneral administrator who conducts generaladministrative services as of the incorporationof the Investment Corporation and the generaladministration agreement to be executed by
the Investment Corporation with such generaladministrator shall be as set forth in Exhibit 1of these Articles of Incorporation, which is
integral to these Articles of Incorporation.
CHAPTER X
COMMISSION OF ASSET MANAGEMENTAS OF INCORORATION(Deleted)

Article 43. (Outline of Commission of AssetManagement
CompanywhichManages the Relevant Assets andAgreement to be Executed as ofIncorporation)
The name and address of the AssetManagement Company which manages theInvestment Assets as of the incorporation of
the Investment Corporation and the outline of
the agreement to be executed by theInvestment Corporation with such AssetManagement Company shall be as set forth in
Exhibit 2 of these Articles of Incorporation,
which is integral to these Articles ofIncorporation.
CHAPTER XICOMMISSION OF CUSTODY OF ASSETSAS OF FORMATION(Deleted)

Article 44. (Outline of Custody of Assets andAgreement to be Executed as ofIncorporation)
The name and address of the custodian ofassets which takes custody of the relevant
assets as of the incorporation of theInvestment Corporation and the outline of theagreement to be executed by the Investment
Corporation with such custodian of assets
shall be as set forth in Exhibit 3 of these
Articles of Incorporation, which is integral tothese Articles of Incorporation.
(New establishment)

CHAPTER XISUPPLEMENTARY PROVISION

11

Article 42.

(Effectiveness of Amendment)

The amendments to the Articles ofIncorporation regarding change of Article 38
shall become effective on September 1,
2017.
Adopted: October 1, 2015

Adopted: October 1, 2015
Amended: May 26, 2017

Attachment 1(Omitted)
Attachment 2(Omitted)
Attachment 3(Omitted)(All Deleted)(All Deleted)(All Deleted)12

Proposal No. 2 Appointment of One (1) Executive Director
As Executive Director, Satoshi Yanagita, conveyed his intention to resign at the end of May 31,
2017, NMF proposes election of one Executive Director as of June 1, 2017. The term of office of the
Executive Director to be elected will be for two years beginning on June 1, 2017.
The candidate of the 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

Number of NMF
units held

Registered as a Japanese lawyer (with the Daiichi Tokyo Bar
Association)

April 1982

Worked as a lawyer at Law Office Toshio Shitara

April 1986

Currently serves as Partner at Law Office Shuhei Yoshida

April 1994

Conciliation Commissioner of Tokyo Family Court

June 1994

Audit & Supervisory Board Member of Satellite Consulting
Partners Co., Ltd.

August 1995

Audit & Supervisory Board Member of Asset Partners Co.,Ltd.

April 1998

Lecturer at the Faculty of Law, Kanagawa University

March 2000

Director of the Yahirokai Social Welfare Organization

April 2005

Part-time lecturer (special lecture on insolvency proceedingslaws) at the School of Law, Kanagawa University

Shuhei Yoshida
August 2005

Supervisory Director of Nomura Real Estate Office Fund, Inc.

November 2006

Supervisory Director of Nomura Real Estate Residential(June 19, 1952)
Fund, Inc.
December 2007

Currently serves as visiting professor at the National
Graduate Institute for Policy Studies

February 2008

Currently serves as Audit & Supervisory Board Member ofBusiness Accounting Club K.K.

November 2008

Auditor of the non-profit organization the Accounting Advisor
Support Center

September 2009

Currently serves as Audit & Supervisory Board Member of M.H.
Group Ltd.

May 2010

Currently serves as Vice-president of the non-profit
organization the Tokyo Metropolitan Area Fixed-term
Rented Land and House Leasehold Promotion Organization

13

0

January 2013

Supervisory Director

of

NOMURA REAL ESTATEMASTER 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 ofAscot Corp

June 2015

Currently serves as Director (External) of Nissei Build
Kogyo Co., Ltd.

October 2015

Currently serves as Supervisory Director of Nomura Real
Estate Master Fund, Inc.

(Note)

The candidate for Executive Director above is the Supervisory Director of NMF as of the date of this notice.
There is no particular vested interest between the candidate and NMF.

14

Proposal No. 3 Appointment of Two (2) Supervisory Directors
As Supervisory Directors, Sadahiko Yoshimura and Shuhei Yoshida, conveyed their intention to
resign at the end of May 31, 2017, NMF proposes election of two Supervisory Directors as of June 1,
2017. The term of office of the Supervisory Directors to be elected will be for two years beginningon June 1, 2017.
The candidates of the Supervisory Directors are as follows.
Candidate

Name

Number(Date of Birth)

Number of
Career Summary and Material Concurrent Position

NMF units
held

October 1985

Joined Serizawa Corporation (currently known
as GYOSEI & CO.)

April 2000

Currently serves as Partner at Mineo Uchiyama
CPA Office

April 2000

Audit & Supervisory Board Member of PI
Technology Co., Ltd.

July 2004

Audit & Supervisory Board Member of Value
Commerce Co., Ltd.

１

Mineo Uchiyama
April 2008

Professor at the Faculty of Economics, Tohoku

0(August 23, 1957)
University
April 2010

SpecialProfessoroftheDepartment

ofProfessional Accountancy at the Graduate
School of Aoyama Gakuin University
April 2011

Currently serves as Visiting Professor at theFaculty of Economics, Komazawa University

July 2016

Currently serves as partner of Seiryu Audit
Corporation.

October 1994

Adachi Real Estate Appraisers office (currently
known as Adachi Real Estate Appraisal CO.,
LTD.)

２

Koichi Owada

February 1999

Registered as a real estate appraiser

April 2003

Currently serves as CEO of Tama Sōgō
0(May 1, 1971)

Appraisal Corporation
March 2015

Currently serves as member of Fuchu City Land
Tax Appraisal Council

May 2015

Director of Tokyo Association of Real EstateAppraisers,

15

PublicInterest

Incorporated

Foundation
Currently serves as chairman of public land
appraisal committee
June 2015

Currently serves as member of public land
appraisal committee of Japan Association ofReal

EstateAppraisers,

PublicInterest

Incorporated Foundation
March 2017

Currently serves as member of Tokyo Land
Appraisal Council（Note）There is no particular vested interest between the candidates and NMF.

16

Reference Matter
If any proposal to be submitted to the general meeting of unitholders is in conflict in its nature withother proposal, the provision of “Deemed Approval” prescribed in Article 14, paragraphs 1 and 2 of
the Articles of Incorporation of NMF shall not be applied with respect to any of such proposals.
Please note that none of the proposals from Proposal 1, Proposal 2 and Proposal 3 above constitutes
such conflicting proposal.

End of document17