For Translation Purposes Only
October 14, 2014
For Immediate Release
Nomura Real Estate Master Fund, Inc.
Takashi Kataoka, Executive Director(Securities Code: 3285)
Asset Management Company:
Nomura Real Estate Asset Management Co., Ltd.
Yasuaki Fukui, President and Chief Executive Officer
Inquiries: Motomi Uki, General Manager, NMF Investment Management
TEL: +81-3-3365-8767
EMAIL: nmf3285@nomura-re.co.jp

Notice Concerning Amendment of the Articles of Incorporationand Election of Directors
Nomura Real Estate Master Fund, Inc. (“Nomura Master Fund” or the “Fund”) announced its
resolution, to propose the following amendment of its Articles of Incorporation and election of
directors at the 2nd General Meeting of Unitholders (the “Meeting”) scheduled to be held on
November 27, 2014, at the Board of Directors Meeting held today.
The amendments and elections will become effective from the approval by the Meeting.
1.

Summary and Reasons for the Amendment of the Articles of Incorporation(1) Articles 5, 9 and 15; Article 17, Paragraph 2; and Article 42
With an act on revision to the Act Concerning Investment Trusts and Investment
Corporations (the “Investment Trust Act”) approved by the Diet on June 12, 2013 andscheduled to coming into effect on December 1, 2014, NMF will newly provide andamend provisions as follows:
a)

b)

c)

Acquisition of own investment units (changing the heading of Article 5 and newly
providing Article 5, Paragraph 2)
NMF will newly establish provisions to allow NMF to acquire its own investment
units for value through agreement with unitholders.
Procedures for convocation of general meetings of unitholders (amendment to
Article 9, Paragraphs 1 through 3)
In order to allow omission of the public notice in the procedures for convocation ofgeneral meetings of unitholders, NMF will newly establish provisions to the effectthat a general meeting of unitholders shall be convened on November 1, 2016 orwithout delay after that date and a general meeting of unitholders shall be convened
every two years thereafter on November 1 or without delay after that date. In
addition, corresponding to the new provisions above, NMF will newly establish
provisions to the effect that a general meeting of unitholders shall be convened
when necessary in cases other than the above.
Record date (amendment to Article 15, Paragraphs 1 through 3)
NMF will newly establish provisions for the record date specifying the unitholders
1

d)

e)

or registered pledgees of investment units entitled to exercise voting rights at a
general meeting of unitholders convened on a regular basis pursuant to theprovisions in b) above. In addition, NMF will organize clauses and alter wordings asnecessary.
Term of office of Executive Directors and Supervisory Directors (amendment to
Article 17, Paragraph 2)
In light of amendments to the Investment Trust Acts, including Article 99,
Paragraph 2 being newly established and Article 101, Paragraph 2 being amended,
NMF will newly establish provisions allowing the term of office of Executive
Directors and Supervisory Directors to be extended or shortened to the extent
prescribed by laws and regulations by resolution of a general meeting of unitholders.
Supplementary provisions (new establishment of Article 42)
NMF will newly establish supplementary provisions to the effect that the new
establishment and amendment to the provisions in a) through c) above shallbecome effective on the date on which the related revision of the Investment Trust
Act comes into effect.

(2) Article 27; Article 28, Paragraph 1; and Article 29, Paragraph 1
With amendments to the Enforcement Ordinance of the Act Concerning Investment
Trusts and Investment Corporations, NMF will provide that its purpose shall be to
manage assets mainly as investment in Real Estate, etc. Assets defined in the
Enforcement Ordinance of the Act Concerning Investment Trusts and Investment
Corporations. In addition, corresponding to the amendments above, NMF will alter
wordings related to the above.
(3) Article 35
To simplify the provisions of Articles of Incorporation, NMF will delete the provision
regarding the 1st fiscal period which is no longer needed.
(4) In addition to the above, the Fund will organize clauses and alter wordings as necessary.
2.

Election of Directors
As Executive Director, Takashi Kataoka, Supervisory Director, Sadahiko Yoshimura, andSupervisory Director, Shuhei Yoshida conveyed their intention to resign at the end of
November 30, 2014, NMF will be electing one Executive Director (Satoshi Yanagita) and two
Supervisory Directors (Sadahiko Yoshimura and Shuhei Yoshida).
Also, in preparation for any unanticipated lack of an Executive Director and Supervisory
Directors or insufficiency in the number of Directors legally required, the Fund will elect one
Substitute Executive Director (Motomi Uki) and one substitute Supervisory Director(Kazunori Watanabe).

3.

Schedule of General Meeting of Unitholders, etc.
October 14, 2014

Resolution of the Board of Directors Meeting to hold the 2ndGeneral Meeting of Unitholders

November 7, 2014

Dispatch notice of the 2nd General Meeting of Unitholders(scheduled)
2nd General Meeting of Unitholders (scheduled)

November 27, 2014*<Nomura Real Estate Master Fund, Inc> URL: http://www.nre-mf.co.jp/english/>2

November 7, 2014
To Our Unitholders
8-5-1, Nishi-Shinjuku, Shinjuku-ku Tokyo
Nomura Real Estate Master Fund, Inc.
Takashi Kataoka, Executive Director

Notice of Convocation of the 2nd General Meeting of Unitholders
Nomura Real Estate Master Fund, Inc. (“NMF”) hereby notifies you of and requests your attendanceat the 2nd 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 November 26, 2014
(Wednesday).
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
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-Details

1. Date and Time:

November 27, 2014 (Thursday) 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 One (1) Substitute Executive Director
Proposal No. 4 Appointment of Two (2) Supervisory Directors
Proposal No. 5 Appointment of One (1) Substitute Supervisory Director-End-(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
meeting of unitholders, such amendment will be posted on 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) Articles 5, 9 and 15; Article 17, Paragraph 2; and Article 42
With an act on revision to the Act Concerning Investment Trusts and Investment
Corporations (the “Investment Trust Act”) approved by the Diet on June 12, 2013 andscheduled to coming into effect on December 1, 2014, NMF will newly provide and amend
provisions as follows:a)Acquisition of own investment units (changing the heading of Article 5 and newly
providing Article 5, Paragraph 2)
NMF will newly establish provisions to allow NMF to acquire its own investment units
for value through agreement with unitholders.
b) Procedures for convocation of general meetings of unitholders (amendment to Article 9,
Paragraphs 1 through 3)
In order to allow omission of the public notice in the procedures for convocation ofgeneral meetings of unitholders, NMF will newly establish provisions to the effect thata general meeting of unitholders shall be convened on November 1, 2016 or without
delay after that date and a general meeting of unitholders shall be convened every two
years thereafter on November 1 or without delay after that date. In addition,corresponding to the new provisions above, NMF will newly establish provisions to theeffect that a general meeting of unitholders shall be convened when necessary in cases
other than the above.
c) Record date (amendment to Article 15, Paragraphs 1 through 3)
NMF will newly establish provisions for the record date specifying the unitholders or
registered pledgees of investment units entitled to exercise voting rights at a general
meeting of unitholders convened on a regular basis pursuant to the provisions in b)
above. In addition, NMF will organize clauses and alter wordings as necessary.
d) Term of office of Executive Directors and Supervisory Directors (amendment to
Article 17, Paragraph 2)
In light of amendments to the Investment Trust Acts, including Article 99, Paragraph 2
being newly established and Article 101, Paragraph 2 being amended, NMF will newly
establish provisions allowing the term of office of Executive Directors and Supervisory
Directors to be extended or shortened to the extent prescribed by laws and regulations
by resolution of a general meeting of unitholders.
e) Supplementary provisions (new establishment of Article 42)
NMF will newly establish supplementary provisions to the effect that the new
establishment and amendment to the provisions in a) through c) above shall become
effective on the date on which the related revision of the Investment Trust Act comes
into effect.
(2) Article 27; Article 28, Paragraph 1; and Article 29, Paragraph 1
With amendments to the Enforcement Ordinance of the Act Concerning Investment Trusts
and Investment Corporations, NMF will provide that its purpose shall be to manage assets
mainly as investment in Real Estate, etc. Assets defined in the Enforcement Ordinance of the
Act Concerning Investment Trusts and Investment Corporations. In addition, corresponding
to the amendments above, NMF will alter wordings related to the above.

-3-

(3) Article 35
To simplify the provisions of Articles of Incorporation, NMF will delete the provision
regarding the 1st fiscal period which is no longer needed.
(4) In addition to the above, the Fund will organize clauses and alter wordings as necessary.

-4-

2.

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

Existing Articles of Incorporation
Article 5. (Repayment for Units at
Request of Unitholders)the

The Investment Corporation shall not makerepayment for any unit at the request ofunitholders(New Establishment)

Article 9.
1.

(Holding and Convocation of
Meetings)
General meetings of unitholders shall in
principle be held at least once every two
years.

(New establishment)

2.

General meetings of unitholders shall,unless otherwise stipulated by laws andregulations, be convened by the executive
director if there is one executive director,
and if there are two or more executive
directors, by one executive director inaccordance with the order previously
determined by the Board of Directors
Article 15. (Record Date, etc.)(New establishment)

1.

Unitholders who may exercise their rightat a general meeting of unitholders shall in
principle be the unitholders listed in thelatest unitholders’ list as of the record date
determined by the Investment Corporation
through a resolution of the Board of
Directors and announced in advance in a
public notice in accordance with laws and(The amended portions are underlined)
Proposed Amendment
Article 5. (Repayment for Units at theRequest of Unitholders andAcquisition of Units throughAgreement with Unitholders)
1.
The Investment Corporation shall notmake repayment for any unit at the requestof unitholders.
2.
The Investment Corporation shall be able
to acquire its investment units for value
through agreement with unitholders.
Article 9. (Holding and Convocation of
Meetings)
1.
General meetings of unitholders shall be
convened on November 1, 2016 orwithout delay after that date and a general
meeting of unitholders shall be convened
every two years thereafter on November 1
or without delay after that date.
2.
In addition to the case set forth in thepreceding paragraph, general meetings ofunitholders shall be convened whennecessary.
3.
General meetings of unitholders shall,unless otherwise stipulated by laws andregulations, be convened by the executive
director if there is one executive director,
and if there are two or more executive
directors, by one executive director inaccordance with the order previously
determined by the Board of Directors.
Article 15. (Record Date, etc.)
1.
In cases where general meetings ofunitholders are convened pursuant to theprovisions of Article 9, Paragraph 1, theInvestment Corporation shall determine
the unitholders or registered pledgees
listed in the latest unitholders’ list as of thelast day of August 2016 and the last day ofAugust 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 or registeredpledgees listed in the latest unitholders’list as of the record date determined by aresolution 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-5-

Existing Articles of Incorporation
regulations.
2.

The minutes of a general meeting ofunitholders shall be prepared, in
accordance with laws and regulations
Article 17. (Election and Term of Executive
Directors
andSupervisory
Directors)
1.
(Omitted)
2.
The term of office of executive directors
and supervisory directors shall be twoyears after their respective assumption of
office.
The term of office of any
executive director or supervisory director
elected to fill a vacancy or to increase in
number the executive directors or
supervisory directors shall be the same as
the remaining term of office of his/herpredecessor or of the other executive
directors or supervisory directors then in
office.

3. (Omitted)
Article 27. (Basic Asset Management Policies)
The Investment Corporation shall invest its
assets primarily in Real Estate, etc. (here andhereafter, the assets specified in Article 29,
Paragraph 1, Items (1) or (2)) and Real
Estate-Backed Securities (here and hereafter, theassets specified in Article 29, Paragraph 1, Item(3); Real Estate, etc. and Real Estate-Backed
Securities are collectively referred to as“Real-Estate Related Assets”) to secure stableearnings and steady growth in the Investment
Assets for the medium to long-term.
Article 28. (Investment Stance)
1.
The Investment Corporation shall invest
primarily in Real-Estate Related Assets
composed of or backed by real estate (hereand hereinafter in Paragraph 1 throughParagraph 7 of this Article, including
surface rights and leasehold rights of realestate) used primarily as logistics facilities
or retail facilities (collectively referred toas “Main Uses”) (including real estateused for purposes other than Main Uses
that can easily be converted to Main Uses;
if such real estate consists of land, surface
rights, or land leasehold rights, then thisshall mean the sites of buildings used for

Proposed Amendment
at a general meeting of unitholders, whennecessary.
3.
The minutes of a general meeting ofunitholders shall be prepared, in
accordance with laws and regulations.
Article 17. (Election and Term of Executive
Directors
andSupervisory
Directors)
1. (No change)
2.
The term of office of executive directors
and supervisory directors shall be twoyears after their respective assumption of
office; provided, however, that this shallnot preclude the extending or shortening
the term of office to the extent prescribedby laws and regulations by resolution of ageneral meeting of unitholders. In
addition, the term of office of any
executive director or supervisory director
elected to fill a vacancy or to increase in
number the executive directors or
supervisory directors shall be the same as
the remaining term of office of his/herpredecessor or of the other executive
directors or supervisory directors then in
office.
3. (No change)
Article 27. (Basic Asset Management Policies)
The Investment Corporation shall aim atmanaging its assets mainly as investment in Real
Estate, etc. Assets (meaning the assets specified
in the Enforcement Ordinance of the Act
Concerning Investment Trusts and Investment
Corporations), and invest them to secure stableearnings and steady growth in the Investment
Assets for the medium to long-term.

Article 28. (Investment Stance)
1.
When investing in Real-Estate Related
Assets (here and hereafter, a collective
designation of Real Estate, etc. (here andhereafter, the assets specified in Article 29,
Paragraph 1, Items (1) or (2)) and Real
Estate-Backed Securities (here andhereafter, the assets specified in Article 29,
Paragraph 1, Item (3)), the Investment
Corporation shall invest primarily in
Real-Estate Related Assets composed of or
backed by real estate (here and hereinafterin Paragraph 1 through Paragraph 7 of this
Article, including surface rights andleasehold rights of real estate) used

-6-

Existing Articles of Incorporation
Main Uses).

(Omitted below)
Article 29. (Types, Objectives and Extent of
AssetsTargetedfor
AssetManagement)
1.
The Investment Corporation shall invest
mainly in the specified assets set forth
below in accordance with the basic asset
management policies provided for in
Article 27:(Omitted below)
Article 35. (Fiscal Period)
The fiscal period of the Investment Corporation
shall commence on March 1 of each year andend on the last day of August of the same year,
and commence on September 1 of each year andend on the last day of February of the following
year (the last day of each fiscal period shall bereferred to as the “Settlement Date”); provided,
however, that the Investment Corporation’s
initial fiscal period shall be the period from thedate of the Investment Corporation’s
incorporation until the last day of August 2013.
Article 41. (Commission of Business andAdministrative Services)
1. (Omitted)
2.
The Investment Corporation shallcommission any administrative services,
excluding services relating to the
management and custody of its assets,required to be commissioned to a third
party under the Investment Trust Act andthe Enforcement Ordinance of the Act
Concerning Investment Trusts andInvestment
Corporations(the“Enforcement
OrdinanceoftheInvestment Trust Act”), to a third party.

Proposed Amendment
primarily as logistics facilities or retailfacilities (collectively referred to as “MainUses”) (including real estate used for
purposes other than Main Uses that caneasily be converted to Main Uses; if such
real estate consists of land, surface rights,
or land leasehold rights, then this shallmean the sites of buildings used for Main
Uses).
(No change)
Article 29. (Types, Objectives and Extent of
AssetsTargetedfor
AssetManagement)
1.
The Investment Corporation shall invest in
the specified assets set forth below inaccordance with the basic asset
management policies provided for in
Article 27:(No change)
Article 35. (Fiscal Period)
The fiscal period of the Investment Corporation
shall commence on March 1 of each year andend on the last day of August of the same year,
and commence on September 1 of each year andend on the last day of February of the following
year (the last day of each fiscal period shall bereferred to as the “Settlement Date”).

Article 41. (Commission of Business andAdministrative Services)
1. (No change)
2.
The Investment Corporation shallcommission any administrative services,
excluding services relating to the
management and custody of its assets,required to be commissioned to a third
party under the Investment Trust Act andthe Enforcement Ordinance of the Act
Concerning Investment Trusts andInvestment Corporations, to a third party.

-7-

Existing Articles of Incorporation(New establishment)

Adopted:Amended:January 28, 2013
April 22, 2013

Proposed Amendment
CHAPTER IX
SUPPLEMENTARY PROVISION
Article 42 (Effectiveness of Amendment)
1.
The amendments to the Article of
Incorporation regarding change of theheading of Article 5 and new
establishment of Article 5, Paragraph 2
shall become effective on the date when
the amendments to the Investment Trusts
Act allowing investment corporations toacquire own investment units for value
through agreement with unitholders comes
into effect2.
The amendments to the Article of
Incorporation regarding the amendments
to Article 9, Paragraphs 1 through 3 andArticle 15, Paragraphs 1 through 3 shallbecome effective on the date when theamendments to the Investment Trusts Act
allowing omission of public notice of thedate of the general meeting of unitholders
in the procedures for convocation of ageneral meeting of unitholders comes into
effect.
Adopted:January 28, 2013
Amended:April 22, 2013
Amended:November 27, 2014

-8-

Proposal No. 2 Appointment of One (1) Executive Director
As Executive Director, Takashi Kataoka, conveyed his intention to resign at the end of November 30,
2014, NMF will be electing one executive director as of December 1, 2014. The term of office of theexecutive director to be elected will be for two years beginning on December 1, 2014.
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
Apr. 1981
Apr. 2001
Apr. 2004
Apr. 2009

Satoshi Yanagita(October 20, 1957)

Apr. 2011
Apr. 2012
Apr. 2014

Nomura Real Estate Development Co., Ltd.
General Manager of the Planning Section of the
Residential Company
General Manager of the General Affairs
Department
General Manager of the General Affairs
Department and General Manager of the General
Affairs Trial Department
Executive Officer of Nomura Living Support Co.,
Ltd. (Note 2)
Director and Executive Officer
Currently serves as Audit & Supervisory Board
Member of Nomura Real Estate Partners Co., Ltd.
(Note 1)

Number of
NMF units
held0Note 1. The candidate for the executive director above is the Audit & Supervisory Board Member of
Nomura Real Estate Partners Co., Ltd. which belongs to Nomura Real Estate Group(meanings the corporate group that consists of consolidated subsidiaries of Nomura Real
Estate Holdings, Inc., including Nomura Real Estate Development Co., Ltd. and Nomura
Real Estate Asset Management Co., Ltd., NMF's asset management company).
Note 2. Nomura Living Support Co., Ltd. and Nomura Building Management Co., Ltd. merged on
April 1, 2014, with Nomura Building Management Co., Ltd. as the surviving company, andchanged its trade name to Nomura Real Estate Partners Co., Ltd on the same date.

-9-

Proposal No. 3 Appointment of One (1) Substitute Executive Director
To prepare for the potential absence of executive directors, or an insufficient number of executive
directors as prescribed by laws and regulations, NMF will be newly electing one substitute executive
director.
The candidate of the substitute executive director is as follows.
In addition, this proposal regarding the election of the substitute executive director has been
submitted according to the unanimous agreement by supervisory directors.
Name(Date of Birth)

Career Summary and Material Concurrent Position
Apr. 1991
Apr. 1998
Apr. 2000
Feb. 2002

Apr. 2006

Oct. 2008

Apr. 2009
Motomi Uki(December 17, 1968)

June 2010
Oct. 2011

Apr. 2012
Oct. 2012
Apr. 2013

July 2013
Apr. 2014
Oct. 2014

Nomura Real Estate Development Co., Ltd.
Business Planning Department
Asset Management Business Department
Real Estate Investment Business Department of
Nomura Real Estate Investment Management Co.,
Ltd. (Note 2)
Leader of the Real Estate Investment Group of the
Residential Management Headquarter of Nomura
Real Estate Asset Management Co., Ltd. (Note 2)
General Manager of the JOFI Management Sectionof Nomura Real Estate Investment Management
Co., Ltd. (Note 2)
General Manager of the Project Planning
Department
General Manager of the Fund Management
Department
General Manager of the Client Relations &Marketing Department of Nomura Real Estate
Asset Management Co., Ltd.
Director, General Manager of the Sales Headquarter
Director and Executive Officer in charge of the
Client Relations & Marketing Department
Director and Executive Officer in charge of the
Client Relations & Marketing Department andOverseas Client Relations & Marketing Department
Director and Executive Officer in charge of the
Client Relations & Marketing Department
Director and Executive Officer, and General
Manager of the Asset Management Department
Currently serves as Director and Executive Officer,
and General Manager of the NMF Investment
Management Department (Note 1)

Number of
NMF units
held0Note 1. The candidate for the substitute executive director above is the director, and executive
officer and head of the NMF management department of Nomura Real Estate AssetManagement Co., Ltd., NMF's asset management company.
Note 2. Nomura Real Estate Investment Management Co, Ltd., Nomura Real Estate AssetManagement Co., Ltd. and Nomura Real Estate Capital Management Co., Ltd. merged on
October 1, 2011, with Nomura Real Estate Asset Management Co., Ltd. as the surviving
company, and changed its trade name to Nomura Real Estate Partners Co., Ltd. on thatdate.

- 10 -

Proposal No. 4 Appointment of Two (2) Supervisory Directors
As Supervisory Directors, Sadahiko Yoshimura and Shuhei Yoshida, conveyed their intention to
resign at the end of November 30, 2014, NMF will be electing two supervisory directors as ofDecember 1, 2014. The term of office of the supervisory directors to be elected will be for two years
beginning on December 1, 2014.
The candidates of the supervisory directors are as follows.
Candidate
NumberName(Date of Birth)

Career Summary, Material Concurrent Position
and Position of NMF
May 1996

May 2002

May 2004
Aug. 2008
July 2009

Apr. 2010

1

Sadahiko
Yoshimura(October 18, 1947)

June 2010
Jan. 2012
June 2012

Jan. 2013
Apr. 2014

Council Member of Showa Ota & Co.
(currently known as Ernst & Young
ShinNihon LLC)
Executive Council Member of Shin
Nihon & Co. (currently known as Ernst &Young ShinNihon LLC)
Vice-president
Senior Advisor
Currently serves as Audit & Supervisory
Board Member of Ishihara Holdings Co.,Ltd.
Currently serves as Special Professor oftheDepartment
ofProfessional
Accountancy at the Graduate School of
Aoyama Gakuin University
Audit & Supervisory Board Member of
JAFCO Co., Ltd.
Currently serves as Audit & Supervisory
Board Member of PGM Holdings K.K.
Currently serves as Full-time Audit &Supervisory Board Member of JAFCO
Co., Ltd.
Currently serves as Supervisory Directorof Nomura Real Estate Master Fund, Inc.
Currently serves as Member of the JBA
TIBOR Oversight Committee of Ippan
Shadan
Hojin
JBA
TIBOR
Administration- 11 -

Numberof NMF
units held

0

Candidate
NumberName(Date of Birth)

Career Summary, Material Concurrent Position
and Position of NMF
Apr. 1982
Apr. 1982
Apr. 1986
Apr. 1994
June 1994
Aug. 1995

Apr. 1998
Mar. 2000
Apr. 2005

Aug. 2005
Nov. 2006

2

Shuhei Yoshida

Dec. 2007(June 19, 1952)

Feb. 2008

Nov. 2008
Sep. 2009
May 2010

Jan. 2013
Apr. 2013
Sep. 2013
May. 2014
July 2014

Registered as Japanese lawyer (withDaiichi Tokyo Bar Association)
Law Office Toshio Shitara
Currently serves as Partner of Law OfficeShuhei Yoshida
Currently
servesas
Conciliation
Commissioner of Tokyo Family Court
Audit & Supervisory Board Member ofSatellite Consulting Partners Co., Ltd.
Currently serves as Audit & Supervisory
Board Member of Asset Partners Co.,Ltd.
Lecturer at the Faculty of Law ofKanagawa University
Currently serves as Director of Yahirokai
Social Welfare Organization
Part-time lecturer (special lecture on
insolvency proceedings laws) at the
School of Law of Kanagawa University
Supervisory Director of Nomura Real
Estate Office Fund, Inc.
Supervisory Director of Nomura Real
Estate Residential Fund, Inc.
Currently serves as visiting professor at
the National Graduate Institute for Policy
Studies
Currently serves as Audit & Supervisory
Board Member of Business Accounting
Club K.K.
Auditor of the non-profit organization the
Accounting Advisor Support Center
Currently serves as Audit & Supervisory
Board Member of M.H. Group Ltd.
Currently serves as Vice-president of the
non-profit organization the Tokyo
Metropolitan Area Fixed-term Rented
Land and House Leasehold Promotion
Organization
Currently serves as Supervisory Directorof Nomura Real Estate Master Fund, Inc.
Currently serves as Councilor ofFoundation for Senior Citizens’ Housing
Currently serves as Vice Chairman of The
Japanese Inheritance Association
Currently serves as Director of Japan
Association for Real Estate Sciences
Currently serves as Director of Japan Law
and Economics Association

Numberof NMF
units held

0Note. Sadahiko Yoshimura of the candidates of the supervisory directors is the substitute supervisory
director of Nomura Real Estate Office Fund, Inc.
There is no particular vested interest between the candidates and NMF.
Both of the candidates for supervisory directors above currently supervise all aspects of theexecution of duties by the executive director of NMF as supervisory director of NMF.
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Proposal No. 5 Appointment of One (1) Substitute Supervisory Director
To prepare for the potential absence of supervisory directors, or an insufficient number ofsupervisory directors as prescribed by laws and regulations, NMF will be newly electing one
substitute supervisory director.
The candidate of the substitute supervisory director is as follows.
Name(Date of Birth)

Career Summary and Material Concurrent Position
May 1996

Kazunori
Watanabe(October 9, 1950)

May 2002
Aug. 2008
Mar. 2010
Apr. 2010

Senior Partner of Showa Ota & Co. (currently
known as Ernst & Young ShinNihon LLC)
Council Member of Shin Nihon & Co. (currently
known as Ernst & Young ShinNihon LLC)
Executive Board Member
Audit & Supervisory Board Member of Canon Inc.
Currently serves as Chief of Kazunori Watanabe
Certified Public Accountant Office

Note. There is no particular vested interest between the candidates and NMF.

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Number of
NMF units
held0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 to Proposal 5 above constitutes suchconflicting proposal.
End of document- 14 -