Creating peace of mind through honest and committed management.

[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

July 25, 2014
REIT Issuer
Ichigo Real Estate Investment Corporation (8975)
1-1-1, Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Yoshihiro Takatsuka, Executive Director
Asset Management Company
Ichigo Real Estate Investment Advisors Co., Ltd.
Representative: Wataru Orii, President & Representative Statutory Executive Officer
Inquiries: Minoru Ishihara, Executive Vice President & Statutory Executive Officer
Tel: 03-3502-4891

Proposed Changes to Articles of Incorporation and Election of Directors
Ichigo Real Estate Investment Corporation (“Ichigo REIT”) decided at its board meeting today
to submit proposals for changes to its Articles of Incorporation and the election of Directors at
the eighth General Meeting of Shareholders scheduled for September 6, 2014. The new Articles
of Incorporation and the terms of the Directors will become effective by resolution at theshareholder meeting.
1. Changes to Articles of Incorporation
The Articles of Incorporation shall be changed for the following reasons:(1) Since the Japanese Diet has approved and enacted the bill to amend the Act on Investment Trusts
and Investment Corporations (“Act,” Act No. 198 of 1951), and thus, the Order for Enforcementof the Act on Investment Trusts and Investment Corporations (“Order,” Cabinet Order No.129 of2000, including amendments after the date) has been amended, the following changes shall be
made:i. An article prescribing that Ichigo REIT’s shares can be acquired with compensation (i.e.,share repurchase) when there is an agreement with Shareholders will be newly added (inparagraph 2 of article 8 in the new Articles of Incorporation).
ii. In order to convene the General Meeting of Shareholders on a day affixed or later without
delay, an article prescribing that Ichigo REIT’s General Meeting of Shareholders is called on
July 1, 2016 or later without delay, and on July 1 or later without delay of every two years
from 2016, and that the General Meeting of Shareholders shall be called whenever necessary,is newly added (in paragraph 3 and 4 of article 9 of the new Articles of Incorporation).
iii. An article prescribing that it is not necessary to publicly notify the date on which the General
Meeting of Shareholders is held within 25 months from the previous General Meeting of
Shareholders in accordance with the provisions of paragraph 3 of article 9 in the new Articles
of Incorporation is newly added (in a provisory clause of paragraph 5, article 9 of the new
Articles of Incorporation).
iv. Paragraph 3 or article 19 will be amended so that it does not prevent resolutions of the1

General Meeting of Shareholders from extending or shortening the term of Directors ofIchigo REIT under the limit prescribed by regulations.
v. Of the newly added or amended paragraphs and articles described above, a supplementaryprovision prescribing that the new addition of paragraph 2 of article 8 and the amendment toarticle 9 which will be effective after related amendments to the Act are enacted are effectivefrom that day (in paragraph 41 of the new Articles of Incorporation).
vi. The current article 29 and paragraph 2 of article 31 shall be amended to prescribe that the
purpose of asset management is to manage assets by investing in real estate set out in theOrder, and to include real estate as a type of asset managed by Ichigo REIT.
(2) The current paragraph 1 of article 30 shall be amended to state that in accordance with theinvestment policy of Ichigo REIT, it shall invest in real estate used mainly as offices, residence,retail or hotels depending on operational status.
(3) The current item 10 in paragraph 1 of article 34 shall be amended because as of January 4, 2013,
the type of legal form of the Investment Trusts Association, Japan changed from incorporated
association to general incorporated association.
(4) Other than the above, revisions are made to organize the articles and to clarify expressions.
Below are the proposed changes to Articles of Incorporation:(Revisions underlined)
Current

New

Section II. Shares

Section II. Shares

Article 6 Handling of Shares
Unless otherwise provided for in applicablelaws, ordinances, or these Articles ofIncorporation, procedures for the handling ofshares, such as registration or recording ofshareholders in the Investment Corporation’sshareholders’ register, exercise of the rights ofshareholders, and other procedures andapplicable fees are subject to the decision of theBoard of Directors.

Article 6 Handling of Shares
Unless otherwise provided for in applicablelaws, ordinances, or these Articles ofIncorporation, procedures for the handling ofshares, such as registration or recording ofshareholders in the Investment Corporation’sshareholders’ register, exercise of the rights ofshareholders, and other procedures andapplicable fees are subject to Rules on Handling
Shares established by the Board of Directors.

Article 8Investor(addition)

Article 8 Repayment of Shares at Request of
Investor and Acquisition of Its Own Shares byAgreement
1. (as present)
2. Ichigo REIT can acquire its own shares withcompensation by agreement with shareholders.

Section III. General Meeting of Shareholders

Section III. General Meeting of Shareholders

Article 9 Convocation

Article 9 Convocation

1&2 (omitted)(addition)

1&2 (as present)
3. General Meeting of Shareholders is called on
July 1, 2016 or later without delay, and on July 1or later without delay every two years from2016.
4. Other than the above, a General Meeting of

Repayment of Shares at Request of

Ichigo REIT shall not make repayments of sharesat request by investors.

(addition)2

Shareholders can be summoned whenevernecessary.
5. To summon a General Meeting of Shareholders,the day of the Meeting must be publicly
announced two months prior to the Meeting, anda letter notifying the day of the Meeting must be
sent out to every shareholder two weeks prior to
the Meeting. However, the public noticeprovided for above is not required in relation to a
Meeting held 25 months before the previous
General Meeting of Shareholders held inaccordance with the Paragraph 3 above.

3. To summon a General Meeting of Shareholders,the day of the Meeting must be publicly
announced two months prior to the Meeting, anda letter notifying the day of the Meeting must be
sent out to every shareholder two weeks prior to
the Meeting.

Section IV Directors and Board of Directors

Section IV Directors and Board of Directors

Article 19 Selection and Term of Directors
1&2 (omitted)
3. The term of Directors is two years from
appointment. However, the term of Directors
appointed as alternatives or to fill vacancies is
the same as the remaining duration of the term of
their predecessors or the rest of Directors.

Article 19 Selection and Term of Directors
1&2 (as present)
3. The term of Directors is two years from
appointment. However, this Articles ofIncorporation does not prevent the term frombeing extended or shortened by a resolution of
the General Meeting of Shareholders to the limit
prescribed by regulations. The term of Directors
appointed as alternatives or to fill vacancies is
the same as the remaining duration of the term of
their predecessors or the rest of Directors.
4．(as present)

4. (omitted)
Article 25 Board of Directors Rules
Matters on the Board of Directors are set forth by
regulations and this Articles of Incorporation as
well as by the Board of Directors Rules determinedby the Board of Directors.

Article 25 Board of Directors Rules
Other than those provided for in regulations andthis Articles of Incorporations, matters on the
Board of Directors are set forth by the Board of
Directors Rules determined by the Board of
Directors.

Section VI. Investment Assets and Policies

Section VI.

Article 29 Basic Policy
The Investment Corporation shall invest in
specified assets which are mainly real estate inorder to secure mid-to long-term stable income.

Article 29 Basic Policy
The Investment Corporate shall mainly invest in
Real Estate as stated in Article 105, Paragraph 1 of

Article 30

Article 30 Investment Policy
1. The Investment Corporation shall invest in

Investment Assets and Policies

the Order for Enforcement of the Act on
Investment Trusts and Investment Corporations(Cabinet Order No.129 of 2000, including
amendments after the date) in order to secure
mid-to long-term stable income.

Investment Policy

1. The Investment Corporation shall mainly
invest in Real Estate used as offices (including
educational facilities and medical treatment
facilities, etc.), residential facilities,
commercial and retail facilities, or hotel
accommodation located primarily in central
Tokyo, but also in the greater Tokyo

Real Estate used as offices, residential
facilities, commercial and retail facilities, orhotel accommodation located primarily incentral Tokyo, but also in the greater Tokyo
metropolitan area, ordinance-designated cities
and prefectural capital cities.
3

metropolitan area, ordinance-designated cities
and prefectural capital cities.
2-5 (omitted)

2-5. (as present)

Article 31 Types, Purpose, and Scope of Assets to

Article 31 Types, Purpose, and Scope of Assets to

be Managed

be Managed

1. The Investment Corporation shall mainly invest
in Real Estate as stated in Paragraph 2 andReal-Estate-Backed Securities as stated in
Paragraph 3 (Real Estate and Real-Estate-Backed
Securities, collectively, the “Real Estate Related
Assets.”2. Real Estate in these Articles of Incorporation

1. The Investment Corporation shall mainly invest
in Real Estate as stated in Paragraph 2 andReal-Estate-Backed Securities as stated in
Paragraph 3 (Real Estate and Real-Estate-Backed
Securities, collectively, the “Real Estate Related
Assets”).

2. Real Estate in these Articles of Incorporation(except for Article 30, Paragraph 4) means thefollowing assets:(1) assets including real estate(except for Article 30, Paragraph 4) means thefollowing assets:(1) real estate(2) leaseholds(3) surface rights(4) easements;(5) beneficial interests of trusts the principal ofwhich is real estate, leasehold rights in realestate, surface rights or easements(including comprehensive trusts theprincipal of which is real estate and cash
incidental to the real estate);(6) beneficial interests in monetary trusts, ofwhich the purpose is to manage the trust
assets through investing mainly in realestate, leasehold, surface right oreasement ;(deletion)(deletion)(2) easements;(3) beneficial interests of trusts the principal ofwhich is real estate, leasehold rights in realestate, surface rights or easements(including comprehensive trusts theprincipal of which is real estate and cash
incidental to the real estate);(4) beneficial interests in monetary trusts, ofwhich the purpose is to manage the trust
assets through investing mainly in theassets listed above (1) and (2).

(7)(omitted)(8)(omitted)
3. (omitted)(1)-(3)(omitted)(4) beneficiary certificates of specified(5) (as present)(6) (as present)
3. (as present)(1)～(3) (as present)(4) beneficiary certificates of specified

purpose trusts (as defined in Article 2,
Paragraph 15 of the Asset Securitization Act)
(except for those assets falling under Items(5), (6) or (8) of the preceding Paragraph).

purpose trusts (as defined in Article 2,
Paragraph 15 of the Asset Securitization Act)
(except for those assets falling under Items(1), (3),(4) or (6) of the preceding Paragraph).

4. (omitted)(1)-(3)(omitted)

4.

(4) securities (as defined in Article 3, Item (1)of the Enforcement Order of the Act on
Investment Trusts and Investment
Corporations (Cabinet Order No. 480 of
2000, as amended) (the “Enforcement
Order of the Investment Trust Act”), but
except for those falling under Items (5)through (8) of Paragraph 2, Items ofpreceding Paragraph, Item (5) and (8) of
this Paragraph, and Items (1), (7) and (8) of
Paragraph 5);(as present)(1)-(3) (as present)(4) securities (as defined in Article 3, Item (1)of the Enforcement Order of the Act on
Investment Trusts and Investment
Corporations (Cabinet Order No. 480 of
2000, as amended) (the “Enforcement
Order of the Investment Trust Act”), but
except for those falling under Items (1),(3)and (6) of Paragraph 2, Items of preceding
Paragraph, Item (5) and (8) of thisParagraph, and Items (1), (7) and (8) of
Paragraph 5);(5)-(8) (omitted)
5&6 (omitted)(5)-(8) (as present)
5&6. (as present)
4Section VII. Asset Valuation

Section VII. Asset Valuation

Article 34 Methods, Criteria, and Reference
Dates for Valuing Assets
1. The Investment Corporation shall use, in
principle, the following methods and criteria
for valuing assets, depending on the type ofinvestment assets:(1) Real estate, leasehold, surface right andeasement as provided for in Article 31,
Paragraph 2, Items (1) through (4)(omitted)

Article 34 Methods, Criteria, and Reference
Dates for Valuing Assets
1. The Investment Corporation shall use, in
principle, the following methods and criteria
for valuing assets, depending on the type ofinvestment assets:(1) Assets including real estate, leasehold ,surface right and easement as provided forin Article 31, Paragraph 2, Items (1)through (2)(as present)(2) Assets including beneficial interests of trust
the principal of which is real estate,leasehold, surface right or easement asprovided for in Article 31, Paragraph 2,
Item (1) and (3)(as present)(3) Beneficial interests in money trusts whose
purpose is to invest in and manage realestate, leasehold, surface right or easements
as provided for in Article 31, Paragraph 2,
Item (4)(as present)(4) Silent Partnership Interests Concerning
Real Estate as provided for in Article 31,
Paragraph 2, Item (5)(as present)(5) Beneficial interests in money trusts whose
purpose is to manage the trust assets
through investment primarily in silent
partnership interests concerning real estate
as provided for in Article 31, Paragraph 2,
Item (6)(as present)(6)-(9) (as present)(10) Other
Unless otherwise stated in the preceding
items, asset evaluation is conducted byadopting the standards set forth in Act on
Investment Trusts and Investment
Corporations and The Investment Trusts
Association, Japan or generally accepted
accounting rules.

(2) Beneficial interests of trust the principal ofwhich is real estate, leasehold, surface rightor easement as provided for in Article 31,
Paragraph 2, Item (5)(omitted)(3) Beneficial interests in money trusts whose
purpose is to invest in and manage realestate, leasehold, surface right or easements
as provided for in Article 31, Paragraph 2,
Item (6)(omitted)(4) Silent Partnership Interests Concerning
Real Estate as provided for in Article 31,
Paragraph 2, Item (7)(omitted)(5) Beneficial interests in money trusts whose
purpose is to manage the trust assets
through investment primarily in silent
partnership interests concerning real estate
as provided for in Article 31, Paragraph 2,
Item (8)(omitted)(6)-(9) (omitted)(10) Others
Unless otherwise stated in the preceding
items, asset evaluation is conducted byadopting the standards set forth in Act on
Investment Trusts and Investment
Corporations and The Investment Trusts
Association, Japan or generally accepted
accounting rules.
2&3 (omitted)
Section X.

2&3 (as present)

Delegation of Business andServices

Section X.

Article 39 Delegation of Business and Services

Delegation of Business andServices

1&2 (omitted)

Article 39 Delegation of Business and Services
1&2 (as present)

3. The services relating to offering of shares andbonds issued by Investment Corporation,

3. The services relating to offering of shares andbonds issued by Investment Corporation,5

maintenance of shareholders’ list, andbondholders ((Cabinet Order No.129 in 2000,
including amendments after the date) as statedin Article 169, Paragraph 2, Item (4) and (5)in the Order for Enforcement of the Act on
Investment Trusts and Investment
Corporations) are delegated to theadministrative agent approved by Board of
Directors, as necessary.

maintenance of shareholders’ list, and bondholders(as stated in Article 169, Paragraph 2, Item (4) and(5) in the Order for Enforcement of the Act on

Investment Trusts and Investment Corporations)are delegated to the administrative agent approved
by Board of Directors, as necessary.

(newly added)

Supplementary Provision
Article 41 Conditions precedent for amendmentof Articles of Incorporation
1. The addition of Article 8, Paragraph 2 shall takeeffect on the effective day of the revision to the Act
on Investment Trusts and Investment Corporations
with respect to the acquisition of its own shares byagreement between the Investment Corporation andshareholders. Furthermore, this Paragraph shall bedeleted upon such effective day.
2. The revision to Article 9 shall take effect on theeffective day of the revision to the Act on
Investment Trusts and Investment Corporations
which grants the omission of public notice forconvening shareholders’ meetings. Furthermore,this Paragraph shall be deleted upon such effectiveday.

2. Election of Directors
The term of Executive Director and Supervisory Directors of Ichigo REIT will expire on
September 7, 2014. Accordingly, Ichigo REIT’s board is proposing election of new Executive
Director and Supervisory Directors as of September 8, 2014.
The resolution at the seventh General Meeting of Shareholders for the election of Alternative
Executive Director and Alternative Supervisory Director will become ineffective at the end of
the term of Executive Director and Supervisory Directors as prescribed in Paragraph 4 of Article
19. To maintain the minimum number of Directors as provided in law and ordinance, Ichigo
REIT’s board is proposing election of an Alternative Executive Director and Alternative
Supervisory Director at the General Meeting of Shareholders.
[Candidates for Directors]
Candidate for Executive Director: Yoshihiro Takatsuka (current)
Candidate for Supervisory Directors: Takaaki Fukunaga (current), Masahiro Terada (current)
Candidate for Alternative Executive Director: Seiichi Muramatsu (current)
Candidate for Alternative Supervisory Director: Shozo Kudo (current)
There is no special relationship between Ichigo REIT and the Director candidates.
A career summary of the Director candidates is attached below.
63. General Meeting of Shareholders Schedule
July 25, 2014

Board of Directors’ Meeting

August 15, 2014

Notice of the Eighth General Meeting of Shareholders released (expected)

September 6, 2014

Eighth General Meeting of Shareholders (expected)

Website of Ichigo REIT: www.ichigo-reit.co.jp/english

7

Career Summary of Candidates
Title

Name
(Birth Date)

Executive
Director(Candidate)

Yoshihiro
Takatsuka(September 21,
1955)

Supervisory
Director(Candidate)

Takaaki
Fukunaga(October 29,
1972)

Supervisory
Director(Candidate)

Masahiro
Terada(May 7, 1968)

Career Summary, Position, Responsibility andOther Important Positions
April 1978
Joined Bank of Tokyo, Ltd.
April 1985
Joined Salomon Brothers Asia, Ltd.
December 1996 Joined Chase Security Company
December 2000 Joined Nikko Citigroup Limited
August 2007
Joined Credit Suisse Securities Japan
LimitedJuly 2010
Established R’s Consulting as the
President (current)
September 2010 Joined Ichigo REIT, and appointed
Executive Director (current)
September 2011 Joined Oct Advisors Inc. as Partner(current)
October 1998
Joined KPMG Tokyo
October 2004
Established Fukunaga Acccounting Officeas Representative (current)
October 2005
Joined Global Solutions Consulting Co.,
Ltd. and appointed Representative
Director (current)
November 2009 Joined Mirai Co., Ltd. and appointed
Director (current)
September 2010 Joined Ichigo REIT, and appointed
Supervisory Director (current)
January 2011
Joined Greenoak Investment Management
Co., Ltd. and appointed Auditor (current)
June 2014
Joined Hirayama Co., Ltd. and appointed
Auditor (current)
April 1996
Qualified as Attorney at Law (Daini
Tokyo Bar Association)
May 1998
Joined Daiwa Securities Co., Ltd.
(presently Daiwa Securities Group Inc.) as
Corporate Lawyer
May 2000
Joined Morgan Stanley Japan Limited(presently Morgan Stanley MUFG
Securities Co., Ltd.) as Corporate Lawyer
August 2002
Attended Duke University School of Law
September 2003 Joined Nixon Peabody LLP
August 2004
Joined City-Yuwa Partners
January 2006
Appointed Partner (current)
October 2011
Joined Ichigo REIT and appointed
Supervisory Director (current)

8Alternative
Executive
Director(Candidate)

Seiichi
Muramatsu(March 23,
1948)

September 1971
March 1993
July 2002
March 2003
February 2008
June 2009
September 2011

March 1974
May 1982
Alternative
Supervisory
Director(Candidate)Shozo Kudo
(August 19,
1948)

February 1986
March 1986
July 1988
July 2008

9

Joined First National City Bank
Joined Union Bank of Switzerland
Auditor, Pacific Management
Auditor, Pacific Commercial Investment
Corporation
Auditor, Pacific Realty Corporation
Auditor, Daiichi Kasei Co., Ltd. (current)
Executive Director, pre-merger Ichigo
Real Estate Investment Corporation(absorbed by Ichigo REIT throughmerger)Joined Kanebo, Ltd.
Joined the Tanizawa Sogo Appraisal Co.,Ltd.
Qualified as Real-Estate Appraiser
Established Institute of Real EstateManagement
Established Institute of Real EstateManagement Co., Ltd. (current)
Supervisory Director, FC Residential
Investment Corporation (currently, Ichigo
REIT)