To the Unitholders of Ichigo Office REIT Investment Corporation

Berkeley Global, LLC’s Opinion concerning theUnitholder Proposal Submitted by Ichigo Trust
Pte. Ltd. to Ichigo Office REIT Investment
Corporation
May 19th, 2023

Berkeley Global, LLC(A minority unitholder of Ichigo Office REIT Investment Corporation /a member of Star Asia Group)To the Unitholders of Ichigo Office REIT Investment Corporation◼ Berkeley Global, LLC is a unitholder of Ichigo Office REIT Investment Corporation ("IOR") who has
continuously held 3.0% or more of the outstanding investment units of IOR. As of March 17, 2023, werequested to convene a unitholders’ meeting to present a number of unitholder-friendly demands to
IOR, including a reduction in their asset management fees (please refer to Link for details)◼ Ichigo Trust Pte. Ltd. (“Ichigo Trust PTE”), IOR’s largest unitholder, also submitted unitholder
proposals to IOR (for details, please refer to Link).
◼ In our opinion, Ichigo Trust PTE’s proposal contains misleading statements and other intolerable
problems, including its recommendation for anti-takeover measures designed to maximize Ichigo
Trust PTE’s own profits and to not maximize unitholder value. Therefore, we expressed our statementof opinion to IOR today.
◼ A general overview of our statement of opinion is described in this presentation material. For a moredetailed explanation, please refer to “Statement of Opinion Concerning Ichigo Trust Pte. Ltd.’sUnitholder Proposal” which was released today at Link.
◼ Please carefully consider contents of this material prior to the convocation of unitholders’ meeting by
IOR.

Star Asia Group
Berkeley Global, LLC
Toru Sugihara
1Overview of Ichigo Group’s Organizational Structure
Relationships between IOR and relevant entities◼

Presented below are the relationships between and among IOR and relevant Ichigo Group entities◼

Ichigo Trust PTE is in a position and is able to maximize its own profits by increasing AM fees (with 48.11% of the total amount being attributable to
Ichigo Trust PTE) even if it results in the reduction of IOR distributions (with 32.41% of the total amount being attributable to Ichigo Trust PTE) (i.e.
Ichigo Trust PTE is in a position of clear conflict of interests with other unitholders ). This is very poor alignment of interest with unitholders.
Ichigo AssetManagement*

Investment units held*1:
1 unit (0.00%)*Chief Executive Officer: Mr. Scott Callon
Sponsor support
agreement

Ichigo TrustManagement of trust (as per
discretionary investment agreement);**Major shareholder:
Mr. Scott Callon

100%
investment

Ichigo Trust Pte. Ltd.
(Ichigo Trust PTE)（(Reference) Total distributions made by IOR tosponsors, and asset management fees

Submitted unitholder
proposal

48.11%
investment

AM Fee structure amended at generalunitholders’ meeting, July 2020
29th FP

30th FP

31st FP

32nd FP

33rd FP

34th FP

FPE
Apr. 2020

FPE
Oct. 2020

FPE
Apr. 2021

FPE
Oct. 2021

FPE
Apr. 2022

FPE
Oct. 2022

DPU

(¥)

2,163

2,230

2,132

2,185

2,508

2,052

Total
distributions tosponsors*2

(¥m)

719

742

709

727

834

682

AM fees

(¥m)

779

777

834

872

1,103

774

SponsorSponsor support agreement

Ichigo(listed company)
100%
investment

Investment units held*1:
15,121 units (1.00%)***Representative
Executive Officer/Chairman:
Mr. Scott Callon

Assetmanager

Ichigo Investment
Advisors*1 Based on Change Report dated April 21, 2023
*2 Calculated by multiplying the number of investment units held by sponsors (asdisclosed by IOR on January 25, 2023) by the DPU for each period

Investment units held*1:
490,500 units (32.41%)

48.11% of any AM fee isattributable to Ichigo Trust PTE

Ichigo O ffice REIT Inv estment Corporation

Investment advice
Ichigo AssetManagement
International**

Investment units held*1:
1,400 units (0.09%)

Asset management agreement
AM fee: ¥770m (FPE Oct. 2022)2

Rapid and Large Purchase of IOR investment units by Ichigo Group
Ichigo Group has been aggressively purchasing IOR investment units in the market, accounting for a high share of volume
After our request to convene a unitholders’ meeting, Ichigo Trust PTE and other affiliated unitholders have been aggressively acquiring IOR
investment units, with an unusually high share of market trades, far in excess of market practice (average rate: 47.6%; peak rate: 72.8%) in a
trading day
As a result, Ichigo Group's holding ratio of IOR investment units, which stood at 23.6% just prior to our request for convocation of a unitholders’meeting, and jumped to 33.5% as of April 14th. We believe that the purpose behind such rapid and substantial purchases is driven by self-serving,even at the expense of other unitholders*1 Based on Change Report dated Mar. 2, 2023◼
◼

*2 Based on Change Report dated Apr. 21, 2023

Changes in trading volume and price of IOR
investment units (Jan. 26 – May. 12)(# ofunits)(¥)(% ofunits)

Ichigo Group’s share of IOR units market trades(¥)(Mar. 1 – Apr. 14)
Ichigo Group’s share of market trades (left axis)# of units purchased by Ichigo Group (left axis)# of units purchased by other entities (left axis)
IOR investment unit price (right axis)

IOR investment unit price (right axis)

Mar. 17
Berkeley’s
proposal is madepublicPercentage of trading volume
in IOR conducted by Ichigo Group
Mar. 20 to Apr. 14

Average: 47.6%
30% or more: 16 out of 19 trading days
50% or more 11 out of 19 trading days
Jan.
26

Feb.
6

Feb.
15

Feb.
27

Mar.
8

Mar.
17

Mar.
29

Apr.
7

Apr.
18

Apr.
27

May.
11

Mar.
1

Mar.
6

Mar.
9

Mar.
14

Mar.
17

Mar.
23

Mar.
28

Mar.
31

Apr.
5

Apr.
10

Apr.
13

There was an extremely rapid and large purchase of IOR investment units far in excess ofnormal market practice, resulting in the significant price change in IOR investment units

3

Our opinion on the Unitholder Proposals of Ichigo Trust PTE(Ichigo Trust)Agenda Item 1. Change in the rate of NOI & Dividend Performance Fee<Comparison of proposals>✓ Current Articles of Incorporation = DPU before deduction of NOI & Dividend Performance Fee x NOI x 0.0054%✓ Berkeley proposal = reduction to 0.0036% (similar to average for J-REITs)✓ Ichigo Trust proposal = reduction to 0.0048%<Our Opinion>i. Ichigo Trust provided absolutely no explanation in the Unitholder Proposal as to why it is appropriate to reduce the rate to 0.0048%
ii. Ichigo Trust has not indicated in the Unitholder Proposal its view on the disclosure in July 2020 that could mislead investors into
believing that "the amount of AM fees will decrease compared to the Old AM Fee structure" when the AM fee structure changediii. The maintenance of investment management quality is the top priority for the REIT's asset management company, so Ichigo Trust's
argument that a reduction of the AM fee will lead to a deterioration of assets and poor investment performance due to “cheap andshoddy” management and administration is not rational(Supplementary information)✓ Pursuant to Article 42 of the Financial Instruments and Exchange Act, the asset management company must conduct its investment managementbusiness with due care of a prudent manager (duty of care) and in good faith (duty of loyalty) for the benefit of the investment corporation✓ Therefore, the asset management company is required to manage assets with its duty of care and duty of loyalty based on the AM fees stipulated
in the REIT’s Articles of Incorporation, and it is not permitted to provide “shoddy” services even when the AM fees are “cheap”✓ In addition, the fee rate proposed by us is at the average level for listed J-REITs, and is not such a low rate as to cause the asset managementcompany to run at a loss
✓ Ichigo Trust argues that the high AM fee is necessary for the management of "mid-sized and high-liquidity office buildings, the majority of which are
old buildings requiring more time and effort to increase profitability". However, there are multiple asset management companies managing assets
similar to those of IOR at the same level of AM Fees as that proposed by us (the average level among J-REITs)(Reference data)

IOR

REIT AREIT B

J-REIT(office)avg.

J-REIT
avg.

Avarage age of
portofolio assets

29.95
years

33.16
years

27.02
years

-

-

AM fee(% of total assets)

0.78%

0.44%

0.42%

0.33%

0.46%

4

Our opinion on the Unitholder Proposals of Ichigo Trust PTE
Agenda Item 1. Change in the rate of NOI & Dividend Performance Fee(Supplementary information)

Examination of asset management fees
Comparison of current/old/Ichigo Trust proposal/Berkeley proposal structures
31st FP 32nd FP 33rd FP 34th FP(¥ in millions)

FPE
Apr.
2021

FPE
Oct.
2021

FPE
Apr.
2022

FPE
Oct.
2022

(¥)

(¥ in millions)

600

1,200

500

1,000

400

800

300

600

200

400

100

200

Old AM Fee Structure

AM Fee I

572

569

569

575

(FPE Oct. 2020)

AM Fee II

161

165

171

156

Asset Acquisition Fee

19

-

-

19

Asset Sale Fee

-

-

9

-

Incentive Fee

-

50

-

-

Total

753

785

749

750

Current AM Fee
Structure

NOI & Dividend
Performance Fee

834

872

962

774

(FPE Apr 2021)

Gains on Sale Performance
Fee

-

-

141

-

Total

834

872

1,103

774

NOI & Dividend
Performance Fee

742

775

714

688

-

-

141

-

Total

742

775

855

688

NOI & Dividend
Performance Fee

556

581

641

516

DPU increase (left axis)
Berkeleyproposal

Current AM
fee structure

Berkeleyproposal

Ichigo Trust
proposal

Old AM fee
structure

Ichigo Trust
proposal

Ichigo Trust proposal

Gains on Sale Performance
Fee

Berkeley proposal

Asset Acquisition Fee
Asset Sale Fee

Total

19

-

-

19

-

-

9

-

575

581

650

535

0

0
2021年
FPE
4月期
4/2021

2021年
10月期
10/20212022年
4月期
4/2022

2022年
10月期
10/2022

Asset management fee(right axis)

5Our opinion on the Unitholder Proposals of Ichigo Trust PTE
Agenda Item 2. Change in the Gains on Sale Performance Fee<Comparison of proposals>✓ Current Articles of Incorporation = Gain on sale of assets before deduction of Gains on Sale Performance Fee × 15%✓ Berkeley proposal = Abolition of Gains on Sale Performance Fee/Adoption of Asset Acquisition Fee and Asset Sale Fee✓ Ichigo Trust proposal = Maintain Gains on Sale Performance Fee, and Deduct an amount equivalent to the Gains on Sale
Performance Fee (gain on sale of assets before deduction of Gains on Sale Performance Fee × 15%) from the NOI & Dividend
Performance Fee(If the NOI & Dividend Performance Fee exceeds the Gains on Sale Performance Fee, the Gains on Sale Performance Fee will be effectively 0)<Our Opinion>
i. The Gains on Sale Performance Fee is estimated to not exceed the NOI & Dividend Performance Fee regardless of the amount of
the gains on sale of assetsNote→Ichigo Trust's proposal would substantially abolish the Gains on Sale Performance Fee
Note: It may exceed the NOI & Dividend Performance Fee in the case of a significant decrease of NOI. However, it is unliklely that this will be the case in an
office REIT

ii.

Despite proposing an abolishment of the Gains on Sale Performance Fee, Ichigo Trust proposed to maintain the Gains on Merger
Performance Fee and Gains on REIT TOB Sale Performance Fee on the assumption of the existence of the Gains on Sale
Performance Fee, which is deceptive and bad faith disclosure to investorsiii. Altough Ichigo Trust concludes that our proposal will "charge a fee of 0.5% of the acquisition / dispotion price" and that "the fee
structure is not aligned with unitholders' value", we had in fact proposed a fee to be agreed between IOR and the Asset Management
Company with an cap of 0.5%, instead of an automatic rate of 0.5%. Therefore, in our view, Ichigo Trust has misunderstood our
proposal.
(Supplementary information)NOI &Dividend
PerformanceFee

DPU before
deduction of NOI& Dividend
Performance FeeDistributableamountNOINOILatest result:

0.0054%¥5,586m

0.0054%
Outstanding investment
units:

Distributableamountc.20%

1,513,367 units

Over 15% gains on sale of assets(c.20% in the latest period) is recorded as NOI & Dividend Performance Fee= Gains on Sale Performance Fee is estimated not to exceed the NOI & Dividend Performance Fee

6

Our opinion on the Unitholder Proposals of Ichigo Trust PTE
Agenda Item 3. Change in the Gains on Merger Performance Fee / Agenda Item 4. Change in the Gains on REIT TOB Sale Performance Fee<Comparison of proposals>✓ Current Articles of Incorporation = (Unrealized profit per unit at merger/TOB) x (number of outstanding units (at merger) or number of units
subject to TOB) x 15%(The Gains on Merger Performance Fee is only applicable in the case of IOR accepting a merger proposal from another REIT)✓✓

Berkeley proposal = Abolition of Gains on Merger Performance Fee and Gains on REIT TOB Sale Performance Fee; adoption of Merger Fee
Ichigo Trust proposal (Gains on Merger Performance Fee / Gains on REIT TOB Sale Performance Fee)
• = (Unrealized profit per unit at conclusion of merger agreement) x (number of outstanding units (at conclusion of merger agreement)) x 15%•

Applicable only if IOR's Asset Management Company does not become an asset management company for the REIT that inherits IOR's assets (i.e. IOR’s asset managementcompany changes)= (Unrealized profit per unit at TOB) x (number of units subject to TOB) x 15% (Applicable only if IOR's asset management company changes after TOB)

<Our Opinion>i.
It is not permissible, in light of a fiduciary duty and a duty of loyalty, for an asset management company not to “provide asset management
services from a long-term perspective due to not receiving fees for "potential results of asset management", such as the Gains on Merger
Performance Fee / Gains on REIT TOB Sale Performance Fee
ii. If fees for the “potential results of asset management” are incentives to the Asset Management Company, then why is the fee only set for mergers
and TOB, and not for dissolution of the REIT or acquisition by means other than TOB?
iii. Berkeley is proposing a fee rate to be agreed upon between REIT and an asset management company, with an "cap" of 0.5%, not an automatic
rate of 0.5%. Therefore, Ichigo Trust proposal is based on a misunderstanding
iv. The decision on whether to accept a proposal for merger or acquisition is to be made by the REIT and its unitholders, not the Asset Management
Company(Supplementary information)✓ Although Ichigo Trust claims that the Asset Manager is expected to vehemently resist M&A
because it would mean the loss of the REIT as a recipient of asset management services,
under the Act on Investment Trusts and Investment Corporations as well as IOR’s Articles ofIncorporation, the asset management agreement can be terminated with a general resolution
at the unitholders’ meeting, so the Asset Management Company is not in a position to resist in
the first place✓ Ichigo Trust fundamentally misunderstands the relationship between the REIT and theasset management company, and assumes that the REIT is not an entity that makes decisions
independently of the asset management company

REIT

Entrustmentof assetmanagement

Asset
Management
Company

Board ofDirectors
Unitholders’Meeting
REIT decisionmaking bodies

7

Our opinion on the Unitholder Proposals of Ichigo Trust PTE
Agenda Item 5. Nomination of Mr. Takafumi Kagiyama as Executive Director /Agenda Item 6. Nomination of Mr. Yuji Maruo as Supervisory Director<Comparison of proposals>✓ Berkeley proposal = Nomination of Mr. Toru Sugihara as Executive Director and Mr. Akihiko Fujinaga as Supervisory Director✓ Ichigo Trust proposal = Nomination of Mr. Takafumi Kagiyama as Executive Director and Mr. Yuji Maruo as Supervisory Director<Our Opinion>i. Ichigo Trust's proposal does not state any reason why an increase in Executive Directors and Supervisory Directors is necessary
ii. We believe that the bad faith explanation on the unitholder proposals and misunderstanding of the Act on Investment Trusts andInvestment Corporations have further heightened the necessity of the appointment of the Executive Director and Supervisory Director
in our proposals(Supplementary information)✓ While the reasons for appointing Mr. Kagiyama and Mr. Maruo are stated as, respectively, "maintaining and increasing IOR returns andfurther enhancing ESG-oriented management” and “his experienced and multi-faceted perspective as a real estate professional willfurther increase the effectiveness of IOR monitoring functions and contribute to maximize unitholders' value" in Ichigo Trust proposals,
there is no clear explanation why an increase in Executive Directors and Supervisory Directors is necessary and therefore thenecessity is unclear

8

Disclaimer<Contact information for this material>
Berkeley Global, LLC (Tokyo Office)◼ Tel: 03-5860-1028◼ E-mail: tsugihara@starasiamanagement.com◼

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, and is not intended as an offer, solicitation or marketing of any specific products◼

Copying, reprinting or any other use of the contents of this material without prior approval is strictly prohibited. This material includes charts, graphs, data,etc. publicized by third parties. It also includes descriptions related to analysis, judgments and other opinions by Berkeley Global, LLC and Star Asia

Group