Make The World
More Sustainable[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.

June 9, 2023
IssuerIchigo Office REIT Investment Corporation (“Ichigo Office,” 8975)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Keisuke Chiba, Executive Director
www.ichigo-office.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Yuji Kamo, Head of Ichigo OfficeTel: +81-3-3502-4891

Ichigo Office’s Position on Berkeley Global’s
Shareholder Proposal Withdrawal
Ichigo Office received a notification from Berkeley Global, LLC (“Berkeley Global”)
that Berkeley Global is withdrawing one of its shareholder proposals for theExtraordinary Shareholder Meeting (Fourteenth Shareholder Meeting, “EGM”), asannounced in the June 6, 2023 release, “Receipt of Shareholder Proposal Withdrawal
Notification.” The EGM will be held on June 23, 2023 based on the shareholder requestfrom Berkeley Global.
Ichigo Office’s Board of Directors has agreed today to accept Berkeley Global’sshareholder proposal withdrawal, as detailed below.
1. Notifying Shareholder
Berkeley Global, LLC
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,Wilmington, Delaware 19801 USA. Manager: Toru Sugihara
Berkeley Global is a shareholder who has owned 1% or more of Ichigo Office shares formore than six consecutive months.
2. Overview of the Notification
The Notifying Shareholder is withdrawing the following Berkeley Global proposal.
However, the withdrawal is contingent on Ichigo Office’s Board of Directors notwithdrawing or revising Proposal 2, and Proposal 2 remaining on the EGM agenda.
Proposal 10: Partial amendments to the Articles of Incorporation (regarding abolition ofGains on Sale Performance Fee, and adoption of Asset Acquisition Fee and Asset SaleFee)
3. Ichigo Office’s Response to Berkeley Global’s Shareholder Proposal Withdrawal
Ichigo Office’s Board of Directors have carefully reviewed and agreed to accept theshareholder proposal withdrawal from Berkeley Global of their EGM proposal,Proposal 10: Partial amendments to the Articles of Incorporation (regarding abolition ofGains on Sale Performance Fee, and adoption of Asset Acquisition Fee and Asset Sale1Fee).
Ichigo Office will propose the withdrawal of Proposal 10 for shareholder approval atthe EGM and upon approval, Proposal 10 will be withdrawn. (Ichigo Office will notmake any changes to Proposal 2.)
Although Berkeley Global claims that their reason for withdrawing Proposal 10 isbecause Proposal 2 essentially abolishes the Gains on Sale Performance Fee, Berkeley
Global’s assumption that Gains on Sale Performance Fee will always exceed the NOI &Dividend Performance Fee is incorrect, as explained in the Materials for the Fourteenth
Shareholder Meeting (“EGM materials”).
For example, if large gains on sales are generated and Ichigo Office makes use of theAct on Special Measures Concerning Taxation Article 65-7 “Special Taxation in theCase of Replacement of Specific Assets,” choosing to retain and reinvest a portion ofearnings to increase long-term shareholder value, the Gains on Sale Performance Fee
may exceed the NOI & Dividend Performance Fee. Also, should NOI decline
significantly due to natural disasters or the spread of infectious diseases, the Gains onSale Performance Fee may exceed the NOI & Dividend Performance Fee. In thesecases, the NOI & Dividend Performance Fee would not be paid, but a Gain on Sale
Performance Fee would be paid.
Ichigo Office’s no fixed fee, performance fee-only structure is linked to those elementsof shareholder value that can be improved through the asset management company’sdiligent efforts: NOI, dividend, and gains on sales. The Gains on Sale Performance Feeand NOI & Dividend Performance Fee are fully variable and have no minimum
guaranteed fee, as was the case with the previous fee structure.
The current fee structure was designed so that the total amount of asset management
fees, when applied to the ten fiscal periods following the shift to an office-specialized JREIT, not exceed the total amount of fees under the previous fee structure.
The Gains on Sale Performance Fee under the current no fixed fee, performance feeonly structure is compensation realized at the end of a long-term process of shareholder
value creation, and therefore Ichigo Office considers it essential it be maintained.
However, following the introduction of the current fee structure, significant gains onsale were realized through the sale of Ichigo Akasaka 5 Chome Building (sold inFebruary 2022) at 2.3x book value and Ichigo Ikenohata Building (sold in December2022) at 2.1x book value, both of which were considerably higher than is typical. Thisfavorable performance resulted in the Gains on Sale Performance Fee exceeding theinitial forecast and increasing the total asset management fee. Taking this intoconsideration and aiming to optimize the fee structure to maximize shareholder value,Ichigo Office proposes to amend the Gains on Sale Performance Fee to subtract theGains on Sale Performance Fee amount from the NOI & Dividend Performance Fee.
Although Proposal 2, contrary to Berkeley Global’s assertion, will not abolish the Gainson Sale Performance Fee, Ichigo Office has decided to agree to Berkeley Global’s
proposal to withdraw Proposal 10. As the primary objective is to garner as much support
as possible from its shareholders for its own proposals, and since Ichigo Office initiallyobjected to Proposal 10, there is no reason to include it in the EGM agenda. Therefore
Ichigo Office has decided to agree with the withdrawal of Proposal 10.

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4. Amendments to the Materials for the Fourteenth Shareholder Meeting per Withdrawalof Proposal 10
Ichigo Office is making amendments to its EGM materials with respect to 1) Deemed
Approval treatment and 2) voting treatment of conflicting proposals, as a result of thewithdrawal of Proposal 10.
For details of the amendments, please see today’s release “Amendments: Materials for
the Fourteenth Shareholder Meeting.”
www.ichigooffice.co.jp/news/news_file/file/IchigoOffice_20230609_14th_Shareholder_Meeting_Materials_Amendments_ENG.pdf

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