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 1, 2023
Ichigo 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

Corrected: Materials for the Fourteenth Shareholder Meeting
Dear Shareholders:
We are pleased to invite you to attend the Fourteenth Shareholder Meeting (“EGM”) of Ichigo
Office REIT (“Ichigo Office”).
If you are unable to attend the EGM, you may also exercise your voting rights via postal mail.
We would appreciate it if you could please review these EGM materials and cast your vote by
returning your voting form no later than Thursday, June 22, 2023, 6:15 p.m. JST.
On the EGM agenda are shareholder proposals (Proposals 9 to 14) received from Ichigo
Office’s shareholder Berkeley Global, LLC (“Berkeley Global”).
Ichigo Office’s Board of Directors is comprised of independent directors who have no
relationship with Ichigo Office’s asset management company or the Ichigo group. Upon
careful review of Berkeley Global’s proposals under this independent governancesystem, Ichigo Office’s Board of Directors has unanimously reached the conclusion thatBerkeley Global’s proposals do not contribute to Ichigo Office shareholder value, andopposes all of Berkeley Global’s proposals.
For details, please refer to pages 20 to 36 of the EGM materials below.
For shareholders in favor of the EGM proposals submitted by Ichigo Office’s Board of
Directors, please vote For Proposals 1 through 8 and Against Proposals 9 through 14.
Pursuant to Article 93, Clause 1 of the Act on Investment Trusts and Investment Corporations(“Investment Trusts Act”), Ichigo Office stipulates rules with respect to Japan’s Deemed
Approval system for shareholder voting in the Investment Trusts Act under Article 15,
Clauses 1 and 2 of its Articles of Incorporation (“AOI”). Cases where Deemed Approval are
not applicable are stipulated under Article 15, Clause 3.
Ichigo Office Articles of Incorporation Article 15
1. If a shareholder does not attend the shareholder meeting and does not
exercise voting rights, the shareholder shall be deemed to be in favor(“Deemed Approval”) of shareholder meeting proposals (when multiple
proposals are submitted, those proposals that conflict with each other will be
excluded from this Deemed Approval).
2. The number of votes by shareholders deemed to be in favor or shareholder
meeting proposals based on Clause 1 above is added to the number of votes
by shareholder in attendance.
13. Clause 2 above is not applicable to proposals regarding the following if (i) aminority shareholder owning at least 1% of total shares outstanding for atleast six consecutive months submits a notice of opposition to theInvestment Corporation (or if the convener of the shareholder meeting is not
the Executive Director or a Supervisory Director, then to the Investment
Corporation and the shareholder meeting convener) within two weeks of theearlier of the date that the Investment Corporation announces the proposals
on its website or the date the convener announces the proposal; or (ii) theInvestment Corporation expresses opposition to the proposals in shareholder
meeting materials or on its website.
(1) the appointment or dismissal of the Executive Director or Supervisory
Directors;(2) the execution or termination of asset management agreements with theAsset Management Company;(3) the dissolution of the Investment Corporation;(4) reverse share splits;(5) the waiving of the liability of the Executive Director, Supervisory
Directors, or External Auditors; and(6) approval for absorption-type and consolidation-type (new entity)
mergers.
4. Clauses 1 and 2 above are not applicable to proposals regarding
amendments to Article 15.
Please refer to EGM Proposals Treatment below for a description of how the above rules areapplied to each EGM proposal.
In holding the EGM, Ichigo Office has taken measures to electronically provide referencematerials for the EGM and has uploaded “Materials for the Fourteenth Shareholder Meeting”
on its website. Please visit and refer to the link below.
Ichigo Office website:www.ichigo-office.co.jp/en/ir/general_meeting.html
Ichigo Office has also uploaded its reference materials for the EGM on the Tokyo Stock
Exchange (“TSE”) website. To access the reference materials, please visit the TSE website
and search the entity name “Ichigo Office REIT Investment Corporation” or the security code
“8975,” go to “Basic Information” and “Documents for Public Inspection/PR information”
tabs, and select “Notice of General Investors Meeting/Informational Materials for a General
Investors Meeting.”
Japan Exchange Group website:www.jpx.co.jp/english/

2

EGM Details
1. Date and Time

Friday, June 23, 2023 at 4:00 p.m.

2. Place

Vision Center Tokyo Yaesu, Vision Hall
Nihombashi Plaza Building, Ninth Floor,
2-3-4 Nihombashi, Chuo-ku, Tokyo

3. Agenda(1) Ichigo Office Proposals (Proposals 1~8)
Ichigo Office is proposing to amend the relevant parts of its AOI and the Appointment of an
Executive Director and a Supervisory Director, as follows.
Proposal 1: Amendment to the Articles of Incorporation (Reduce NOI & Dividend Performance
Fee)
Proposal 2: Amendment to the Articles of Incorporation (Amend Gains on Sale Performance
Fee)
Proposal 3: Amendment to the Articles of Incorporation (Amend Gains on Merger Performance
Fee)
Proposal 4: Amendment to the Articles of Incorporation (Amend Gains on REIT TOB Sale
Performance Fee)
Proposal 5: Appointment of Takafumi Kagiyama as Executive Director
Proposal 6: Appointment of Yuji Maruo as Supervisory Director
Proposal 7: Amendment to the Articles of Incorporation (Reduce upper limit on Director
compensation and add Director compensation shareholder approval requirement)
Proposal 8: Amendment to the Articles of Incorporation (Change upper limit for number of
Directors)(2) Berkeley Global Proposals (Proposals 9~14)
Proposal 9: Partial amendments to the Articles of Incorporation (regarding change in the rate of
NOI & Dividend Performance Fee)
Proposal 10: Partial amendments to the Articles of Incorporation (regarding abolition of Gains on
Sale Performance Fee, and adoption of Asset Acquisition Fee and Asset Sale Fee)
Proposal 11: Partial amendments to the Articles of Incorporation (regarding abolition of Gains on
Merger Performance Fee and Gains on REIT TOB Sale Performance Fee, and adoption ofMerger Fee)
Proposal 12: Appointment of Mr. Toru Sugihara as an executive director
Proposal 13: Appointment of Mr. Akihiko Fujinaga as a supervisory director
Proposal 14: Partial amendments to the Articles of Incorporation (regarding adoption of a cap on
remuneration for Executive Directors and Supervisory Directors)

3

Please bring your voting form with you and hand it in at the reception when attending the EGM.
For matched pairs of conflicting proposals (Proposal 1 and Proposal 9; Proposal 2 and Proposal
10; Proposal 3 and/or 4 and Proposal 11; and Proposal 7 and Proposal 14), in cases where For
votes are cast on both proposals (including cases where For votes are cast on either Proposal 3 or
4 and Proposal 11), such votes will be deemed invalid.
To cast a vote via proxy, another shareholder with voting rights may attend the EGM as a proxy.
In this case, the proxy shareholder must submit a power of attorney and the voting form at thereception.
Announcements of Reference Material Corrections
Should there be any corrections to the reference materials, Ichigo Office will announce therelevant sections before and after the corrections on the Ichigo Office and TSE websites.
Important Notice Regarding Proposals for the Appointment of Directors
Pursuant to Article 95 of the Investment Trusts Act and Article 18 of the AOI, the number of
Executive Directors should be one or more and the number of Supervisory Directors should be
two or more (the number of Supervisory Directors should be one more than the number of
Executive Directors). As such, in a case where the voting results of Proposals 5, 6, 12, and 13
result in the number of Supervisory Directors not being equal to one or more than the number of
Executive Directors even with the appointment of the Alternate Supervisory Director, Ichigo
Office will propose the appointment of a temporary Supervisory Director and consider convening
an EGM for the additional appointment.
EGM Proposals Treatment
Proposals 1 and 9, Proposals 2 and 10, Proposals 3, 4, and 11, and Proposals 7 and 14 on the
EGM agenda are conflicting proposals as stipulated under Article 93, Clause 1 of theInvestment Trusts Act and Article 15, Clause 1 of the AOI.
With respect to Proposals 5 and 6 on the EGM agenda, Ichigo Office received an objection
notification from Berkeley Global regarding Ichigo Trust’s proposals (N.B. these are not on
the EGM agenda, because Ichigo Trust withdrew the proposals) that are effectively the sameas Proposals 5 and 6. Furthermore, the Deemed Approval provision cannot be applied to
Proposals 12 and 13, pursuant to Article 15, Clause 3 of the AOI, because Ichigo Office hasannounced its objections to these proposals.
The following table summarizes the treatment of each proposal on the EGM agenda.
Ichigo Office Proposals(Proposed by Ichigo Office’s
Board of Directors)
Proposal 1: Amendment to
the Articles of Incorporation(Reduce NOI & Dividend
Performance Fee)
Proposal 2: Amendment to
the Articles of Incorporation(Amend Gains on Sale
Performance Fee)

Berkeley Global Proposals

Conflict
Treatment

DeemedApproval
Treatment

Proposal 9: Partial
N/A
amendments to the Articles ofConflicting (Investment
Incorporation (regarding
Proposals Trusts Act/change in the rate of NOI &AOI)Dividend Performance Fee)
Proposal 10: Partial
amendments to the Articles of
N/A
Incorporation (regarding
Conflicting (Investment
abolition of Gains on Sale
Proposals Trusts Act/
Performance Fee, andAOI)
adoption of Asset Acquisition
Fee and Asset Sale Fee)4

Proposal 3: Amendment to
the Articles of Incorporation(Amend Gains on Merger
Performance Fee)

Proposal 11: Partial
amendments to the Articles ofIncorporation (regarding
N/Aabolition of Gains on Merger Conflicting (Investment
Performance Fee and Gains
Proposals Trusts Act/on REIT TOB Sale
AOI)
Performance Fee, andadoption of Merger Fee)

Proposal 4: Amendment to
the Articles of Incorporation(Amend Gains on REIT TOB
Sale Performance Fee)
Proposal 12: Appointment of
Proposal 5: Appointment of
N/A
Mr. Toru Sugihara as an
Takafumi Kagiyama as(AOI)
executive director
Executive Director
Proposal 6: Appointment of
Proposal 13: Appointment of
N/AYuji Maruo as Supervisory
Mr. Akihiko Fujinaga as a
(AOI)
Directorsupervisory director
Proposal 7: Amendment to
Proposal 14: Partial
the Articles of Incorporation
amendments to the Articles of
N/A(Reduce upper limit on
Incorporation (regarding
Conflicting (Investment
Director compensation andadoption of a cap on
Proposals Trusts Act/
add Director compensation
remuneration for Executive
AOI)
shareholder approval
Directors and Supervisory
requirement)
Directors)
Proposal 8: Amendment to
the Articles of Incorporation
Applicable(Change upper limit on
number of Directors)
The conflicting Ichigo Office and Berkeley Global proposals are in the boxes above outlined
in bold. Please note that in cases where For votes are cast on both proposals (including cases
where For votes are cast on either Proposal 3 or 4 and Proposal 11), such votes will be void.
Given the above, the Deemed Approval provision will not be applied to the proposals on
the EGM agenda except Proposal 8. With respect to Proposal 8 for which the Deemed
Approval will be applied, please note that under the Deemed Approval rules if you do
not attend the EGM or exercise your voting right by submitting your vote, you will bedeemed to be in favor of the proposal.

5

EGM Reference Materials
Proposals and References(1) Proposal 1: Amendment to the Articles of Incorporation (Reduce NOI & Dividend
Performance Fee)
J-REIT shareholders have a shared interest in maximizing the dividend and share price. Ichigo
Office believes that shareholder returns are supported by an asset management fee structurethat is aligned with value creation for shareholders, not a fee structure based on portfolio size,
acquisitions, or sales. In particular, asset management fees should be paid based on how muchvalue per share (that is, performance) the asset management company generates, and the no
fixed fee, performance fee-only structure aiming to maximize long-term shareholder value
approved at the Ichigo Office shareholder meeting held in July 2020 (“2020 Shareholder
Meeting”) represents Ichigo Office and Ichigo Investment Advisor’s (“IIA”) shareholderaligned asset management philosophy and execution. Ichigo Office believes that maintaining
this philosophy and asset management fee structure contributes to shareholder returns.
Ichigo Office’s long-term returns have met shareholders’ expectations, significantly
outperforming the TSE REIT Index. As of March 17, 2023, the date of Berkeley Global’s
EGM convocation request, Ichigo Office’s one-year, three-year, and ten-year total returns
including reinvested dividends were +9.73%, +46.97%, and +129.23%, respectively. (Source:
Bloomberg) Ichigo Office’s outperformance versus the TSE REIT Index (total return basis)over the same one-year, three-year, and ten-year periods was +13.11%, +17.16%, and+62.52%, respectively, thus showing the appropriateness of Ichigo Office’s no fixed fee,
performance fee-only structure.
Berkeley Global observes that Ichigo Office’s current fee structure resulted in higher fees
during the April 2021 to October 2022 fiscal periods than would have been the case under our
previous fee structure, which is contrary, they claim, to calculations shown at the 2020
Shareholder Meeting that the now-current fee structure would have resulted in lower fees thanthe previous structure over the historical five year period from the October 2015 to April 2020
fiscal periods. However, there was no flaw in the calculations. The increase under the new fee
structure was due to the favorable subsequent performance of Ichigo Office. The April 2021
fiscal period earnings forecast was properly disclosed in the earnings material announced
prior to the 2020 Shareholder Meeting and the materials handed out at the Shareholder
Meeting.
Asset management fees do impact the dividend, but in asset classes like real estate, which
involve unique assets where asset values deteriorate over time, careful asset management
requiring much time and effort is essential to maintaining and improving the value of assets.
Ichigo Office differentiates itself from other listed J-REITs by acquiring assets with highvalue-add potential, with IIA leveraging the specialized know-how and real estate value
value-add capabilities of its sponsor Ichigo. Ichigo Office’s portfolio of older mid-size offices
with high liquidity requires greater asset management services, and Ichigo Office believes thatpaying IIA an appropriate asset management fee to maintain high quality asset management
services is important to maximizing shareholder value.
Nonetheless, based on discussions with shareholders, particularly institutional investors,
Ichigo Office believes it is reasonable to expect IIA to continue improving operational
efficiency and repay the outcome to shareholders via lower fees when appropriate.
Ichigo Office has confirmed with IIA that, three years having passed, given the current
portfolio and market environment, they can maintain their management structure andperformance with a c. 10% decrease in the management fee, and proposes a reduction from0.0054% to 0.0048%.

6

(Amended areas underlined)
Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

1. NOI & Dividend Performance Fee

1. NOI & Dividend Performance Fee

The NOI & Dividend Performance Fee iscalculated by: 1) dividing the Investment
Corporation’s distributable earnings3 (before
the deduction of the NOI & Dividend
Performance Fee) in the relevant fiscal period
by total shares outstanding in the same period
to generate the Dividend per Share (DPS); 2)
multiplying the DPS in 1) by Net Operating
Income (NOI), calculated as total rental
income minus total rent-related expenses(excluding depreciation and losses on disposalof fixed assets) of the relevant fiscal period;and 3) multiplying the amount in 2) by
0.0054%.

The NOI & Dividend Performance Fee iscalculated by: 1) dividing the Investment
Corporation’s distributable earnings3 (before
the deduction of the NOI & Dividend
Performance Fee) in the relevant fiscal period
by total shares outstanding in the same period
to generate the Dividend per Share (DPS); 2)
multiplying the DPS in 1) by Net Operating
Income (NOI), calculated as total rental
income minus total rent-related expenses(excluding depreciation and losses on disposalof fixed assets) of the relevant fiscal period;and 3) multiplying the amount in 2) by
0.0048%.

NOI & Dividend Performance Fee = DPS(before the deduction of the NOI & Dividend
Performance Fee) * NOI * 0.0054%

NOI & Dividend Performance Fee = DPS(before the deduction of the NOI & Dividend
Performance Fee) * NOI * 0.0048%(omitted)(omitted)(2) Proposal 2: Amendment to the Articles of Incorporation (Amend Gains on Sale
Performance Fee)
Ichigo Office’s current Gains on Sale Performance Fee is consistent with the philosophy set
forth in Proposal 1, because it is paid only when gains on sales are recorded. It was approvedat the 2020 Shareholder Meeting as part of the no fixed fee, performance fee-only structurethat aligns the asset management company’s activities with shareholder value creation.
Actively working to enhance the value of Ichigo Office’s assets is the role of an asset
management company. Ichigo Office believes that maintaining the current Gains on Sale
Performance Fee structure, where the asset management company is compensated in line with
its performance only after it has completed an asset sale, contributing to maximizing
shareholder value.
Berkeley Global argues that this amendment would essentially abolish the Gains on Sale
Performance Fee, but their argument embeds an assumption that the NOI & Dividend
Performance Fee will always exceed the Gains on Sale Performance Fee. This is incorrect. If
large gains on sales are generated, the Gains on Sale Performance Fee will exceed the NOI &Dividend Performance Fee. In such a case a Gains on Sale Performance Fee will be paid, an
outcome fully aligned with the intentions of the current no fixed fee, performance fee-only
structure.
The Asset Acquisition Fee and Asset Sale Fee (reference: Proposal 10) proposed by Berkeley
Global are calculated by multiplying the Acquisition Price and Sale Price by a maximum
0.5% respectively, resulting in fees linked to asset size, whether or not they realized gains. If

7

an acquired asset is sold at a loss, the asset management company is still paid a fee while
shareholders bear the loss, which is not aligned with shareholder value.
Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

2. Gains on Sale Performance Fee

2. Gains on Sale Performance Fee

When the Investment Corporation sells a realestate asset during the relevant fiscal period
and Gains on Sale are generated, a Gains on
Sale Performance Fee shall be calculated bymultiplying the Gains on Sale (before thededuction of the Gains on Sale PerformanceFee) by 15%.

When the Investment Corporation sells a realestate asset during the relevant fiscal period
and Gains on Sale are generated, a Gains on
Sale Performance Fee shall be calculated bymultiplying the Gains on Sale (before thededuction of the Gains on Sale PerformanceFee) by 15%.

Gains on Sale Performance Fee = Gains on
Gains on Sale Performance Fee = Gains on
Sale of a real estate asset (before the deduction Sale of a real estate asset (before the deductionof the Gains on Sale Performance Fee) * 15% of the Gains on Sale Performance Fee) * 15%
However, in cases where the Investment
Corporation’s cumulative sum of all Gains on
Sale of real estate assets minus the sum of all
losses on such sales through the relevant fiscal
period is negative, the Gains on Sale
Performance Fee shall be zero.

However, in cases where the Investment
Corporation’s cumulative sum of all Gains on
Sale of real estate assets minus the sum of all
losses on such sales through the relevant fiscal
period is negative, the Gains on Sale
Performance Fee shall be zero.

The Gains on Sale Performance Fee payment
date shall be within three months of therelevant fiscal period.

The Gains on Sale Performance Fee payment
date shall be within three months of therelevant fiscal period.

(New)

Should a Gains on Sale Performance Feearise, the amount will be subtracted from the
NOI & Dividend Performance Fee prescribedin Clause 1 “NOI & Dividend Performance
Fee.”

Payment shall be made within three months of Payment shall be made within three months ofthe end of the Investment Corporation’s
the end of the Investment Corporation’s
relevant fiscal period.
relevant fiscal period.

(3) Proposal 3: Amendment to the Articles of Incorporation (Amend Gains on Merger
Performance Fee)
NOI & Dividend Performance Fee and Gains on Sale Performance Fees, in principle, reflect
the operating results of each fiscal period, based on the value realized for shareholders at thattime. Actions taken by the asset management company to generate value over a longer-term
perspective (for example, sourcing real estate assets at attractive prices aiming for future
capital gains, making wise capex decisions to enhance property value, and identifying the
optimal time to sell real estate assets at the best price), are not compensated immediately.
So long as the asset management company continues to conduct Ichigo Office’s asset
8management activities, the results of such long-term efforts will eventually be realized andpaid out to the asset management company as performance fees.
However, if the asset management company changes due to an event such as a merger or
TOB, the contract between Ichigo Office and the asset management company ends without
them being fully compensated for their efforts to increase long-term value, because the events
that would have triggered compensation payments (such as realizing gains on the sale of anasset) have not yet taken place. Ichigo Office believes that a fee structure that does notprovide compensation in this case fails to create the right incentives for the asset managementcompany to focus on long-term performance.
In cases where the asset management company will change post-merger, the Gains on Merger
Performance Fee, which was approved and introduced at the 2020 Shareholder Meeting, isdesigned to reflect the per-share increase in value the asset management company has
contributed to Ichigo Office up to that point (specifically, the unrealized gains per share at thetime of the merger agreement). If there are, instead, unrealized losses, no fees are paid.
Acquiring real estate assets at the lowest possible price and executing value-add actions torealize the assets’ full potential are what drive shareholder value. The Gains on Merger
Performance Fee incentivizes the asset management company to grow long-term value pershare and aligns the asset management company’s activities with shareholder value.
Berkeley Global, however, claims that the Gains on Merger Performance Fee and the Gainson REIT TOB Sale Performance Fee are unconnected to the services provided by the asset
management company, and proposes a fee structure similar to the one employed by Ichigo
Office prior to the 2020 Shareholder Meeting (reference: Proposal 11). However, this type offee structure is linked to asset size rather than shareholder value, mechanically paying more asassets grow regardless of whether assets are acquired at attractive prices. The Gains on
Merger Performance Fee avoids the drawbacks of a fee structure linked to asset size, andfocuses instead on rewarding the asset management company only should they succeed in
improving shareholder value, thus invalidating Berkeley Global’s argument.
Berkeley Global also claims that the Gains on Merger Performance Fee and Gains on REITTOB Sale Performance Fee are takeover defense measures, but Ichigo Office believes that it
has the opposite effect. Typically, if a merger or TOB offer would result in changing thecurrent asset management company, meaning the asset management company is at risk oflosing a client, the asset management company may be reluctant to whole-heartedly assist in
the merger or TOB process even if the offer would benefit the REIT shareholders. However,in the case of Ichigo Office the immediate realization of 15% on unrealized gains is assured,
so there is instead an incentive for the asset management company to consider merger or TOB
offers in a positive light. Ichigo Office believes that the Gains on Merger Performance Feerate, which is equal to the Gains on Sale Performance Fee rate, is reasonable.
Given the above, Ichigo Office believes that its Gains on Merger Performance Fee, a fee paidin line with asset management performance, i.e., driving value per share, should bemaintained. In order to clarify any details regarding the Gains on Merger Performance Feeunder the current AOI, Ichigo Office proposes the following changes.
1) Because Ichigo Office views the Gains on Merger Performance Fee as compensation for
the asset management company’s long-term contributions to Ichigo Office’s shareholder
value, the phrase “in response to a merger proposal” in the current AOI was meant to referto a change in asset management company due to a merger. To clarify this point, Ichigo
Office proposes deleting the phrase “in response to a merger proposal” and explicitly
stating that the Gains on Merger Performance Fee is paid when the asset managementcompany changes due to a merger.
2) Ichigo Office believes that the Gains on Merger Performance Fee, equal to 15% of
unrealized gains on real estate assets in the current AOI, is a reasonable level as anincentive for the asset management company to increase long-term shareholder value. On
9the other hand, regarding Ichigo Office’s Merger Price, the price is not necessarily readily
evident. Therefore, to incorporate the above and clarify the calculation basis, Ichigo
Office proposes replacing Ichigo Office’s Merger Price with Merger Price as of the
Merger Agreement Date, and redefining it as follows.
Merger Price as of the Merger Agreement Date is equal to (Net Assets Before Deducting
the Gains on Merger Performance Fee + Unrealized Gains on Real Estate Assets Unrealized Losses on Real Estate Assets) divided by Number of Shares Outstanding as of
the Merger Agreement Date, calculated based on a merger ratio calculation reportobtained during negotiations with the bidder.
Unrealized Gains per Share as of the Merger Agreement Date is equal to the above minus
Net Assets per Share as of the Merger Agreement Date, thus clarifying that the calculation
is based on the unrealized gains of Ichigo Office’s real estate assets.
These calculations are based on the merger agreement date and not the date the merger
becomes effective, because there is a time lag between the two. Although the asset valueof the two merging Investment Corporations may fluctuate after the agreement date,shareholders will receive the value determined on the merger agreement date, regardlessof any subsequent changes. Because this fee is intended to align the interests ofshareholders and the asset management company, it is fair to calculate the fee based on
the unrealized gains at the time the merger ratio is determined, which is the signing date.
3) Lastly, because the Gains on Merger Performance Fee is a fee relating to mergers, it
should be clear that a fee will not be paid unless a merger takes effect, but to further
clarify this point, Ichigo Office proposes specifying a merger taking effect as a condition
for the payment of the fee. If the merger does not go through for any reason, despite asigned merger agreement, this fee will not be paid.
Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

3. Gains on Merger Performance Fee

3. Gains on Merger Performance Fee

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the merger price pershare minus net assets per share at the time of
the merger (as defined below) by the numberof shares outstanding and multiplying by
15%.

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the merger price pershare calculated based on a merger ratio
calculation report obtained from a third-party
to be disclosed at the time of the merger
minus net assets per share at the time of themerger agreement (as defined below) by the
number of shares outstanding at the time of
the merger agreement and multiplying by
15%.

Gains on Merger Performance Fee = Gains per Gains on Merger Performance Fee = Gains per
Share (Merger Price – Net Assets per Share) * Share at the Time of the Merger Agreement
Number of Shares Outstanding * 15%(Merger Price at the Time of the Merger
Agreement – Net Assets per Share at the Timeof the Merger Agreement) * Number of Shares
Outstanding at the Time of the Merger
Agreement * 15%10

Current

After Amendment

However, where the Gains per Share isnegative, the Gains on Merger PerformanceFee shall be zero.

However, where the Gains per Share at theTime of the Merger Agreement is negative, theGains on Merger Performance Fee shall be
zero.

The Gains on Merger Performance Fee arises
when the Investment Corporation merges withanother investment corporation either via a
new merged entity or absorption-type merger,
in response to a merger proposal from theother investment corporation (including cases
both where the Investment Corporation issurviving entity or the extinguished entity inan absorption-type merger). “Net Assets per
Share at the time of the merger” refers to net
assets at the time the merger is approved at
the Shareholder Meeting divided by the
number of shares outstanding at that time.

The Gains on Merger Performance Fee arises
when the Investment Corporation merges withanother investment corporation either via a
new merged entity or absorption-type merger,(including both cases where the Investment
Corporation is the surviving entity or theextinguished entity in an absorption-typemerger), and the asset management companyof the Investment Corporation at the time of
the merger agreement does not continue tomanage the assets under management after themerger.

(Deleted)
The Gains on Merger Performance Fee isbased upon the merger price, which is theappraised value of the real estate assets of theInvestment Corporation used in thecalculation of the merger ratio at the time of
the merger. When the above (before deductionof the Gains on Merger Performance Fee)
exceeds the value of the real estate assets on
the Investment Corporation’s balance sheet atthe time of the merger, 15% of the excess
amount will be the fee to the AssetManagement Company. The calculation shallbe made with due consideration of such
purpose.
(New)The Merger Price at the Time of the Merger
Agreement is based upon the net assets
calculated based on a merger ratio calculation
report (before deduction of the Gains on
Merger Performance Fee), plus the unrealized
gains from real estate assets, minus unrealized
losses from real estate, divided by the numberof shares outstanding at the time of the merger
agreement.
Net Assets per Share at the Time of the
Merger Agreement is based upon the net
assets divided by the number of shares
outstanding at the time of the merger
agreement.

The Gains on Merger Performance Fee will

The Gains on Merger Performance Fee will
11

Currentarise on the date the merger is approved at theshareholder meeting, and the payment dateshall be within one month of the merger date.

After Amendment
arise when the merger agreement is signed,
contingent on the merger closing, and thepayment date shall be within one month of themerger date.

(4) Proposal 4: Amendment to the Articles of Incorporation (Amend Gains on REIT TOB Sale
Performance Fee)
Fees paid to Ichigo Office’s asset management company have been determined based on thephilosophy that fees are compensation for improving value per share, and this applies to theGains on REIT TOB Sale Performance Fee approved and introduced at the 2020 Shareholder
Meeting. If the asset management company changes due to a TOB, the Gains on REIT TOB
Sale Performance Fee is paid in line with the contribution made by the asset managementcompany to improving value per share up to the TOB date, or specifically, the unrealized
gains of Ichigo Office’s real estate assets per share as of the TOB date. If there are unrealized
losses, no fees are paid. Acquiring real estate assets at the lowest possible price and executing
value-add actions to realize the assets’ full potential are what drive shareholder value. The
Gains on REIT TOB Sale Performance Fee incentivizes the asset management company togrow long-term value per share and aligns the asset management company’s activities withshareholder value.
Berkeley Global claims that the Gains on REIT TOB Sale Performance Fee is unreasonablebecause it “lacks any connection” to the provision of services by the asset managementcompany (that is, the asset management company does not provide services during the tender
offer) and because Ichigo Office and the asset management company are not parties to thetender offer (reference: Proposal 11). However, the Gains on REIT TOB Sale Performance
Fee is not intended to compensate for the provision of services at the time of the TOB, butrather to create incentives for the asset management company to maximize long-term
shareholder value and share price returns. It is not a takeover defense mechanism, but instead
encourages the asset management company to focus on building long-term shareholder value
regardless of any potential TOB.
Given the above, Ichigo Office believes the concept underlying the Gains on REIT TOB Sale
Performance Fee should be maintained. In order to clarify the details regarding the Gains on
REIT TOB Sale Performance Fee under the current AOI, Ichigo Office proposes the followingchanges.
1) Similar to the Gains on Merger Performance Fee, the Gains on REIT TOB Sale
Performance Fee is only paid when there is a change in asset management company as aresult of a TOB. Based on the concept of compensating for increases in value per share, it
is appropriate to compensate the asset management company for long-term increases in
Ichigo Office’s shareholder value if there is a change in asset management company as aresult of a TOB. However, if the TOB involves only a partial takeover of Ichigo Office’s
shares, and the existing relationship with the asset management company is maintained
after the TOB, the asset management company would continue to have opportunities toincrease shareholder value after the TOB. The Gains on REIT TOB Sale Performance Feewill be paid only if part of or all of Ichigo Office’s shares are purchased as part of the
TOB, and as of the TOB date, the asset management company is no longer Ichigo Office’s
asset management company.
2) Considering the possibility of a squeeze-out by the bidder after a TOB, if a squeeze-out isimplemented, the shares subject to the squeeze-out are included in the calculation of
additional compensation, and the additional compensation occurs as of the date thesqueeze-out is completed.
12Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

4. Gains on REIT TOB Sale Performance Fee

4. Gains on REIT TOB Sale Performance Fee

When the Investment Corporation is acquiredby a third party via a TOB, the Gains on REITTOB Sale Performance Fee shall becalculated by multiplying the TOB price pershare minus net assets per share at the time of
the TOB by the number of shares purchasedby the third-party via the TOB andmultiplying by 15%.

When the Investment Corporation is acquiredby a third party via a TOB, the Gains on REITTOB Sale Performance Fee shall becalculated by multiplying the TOB price pershare minus net assets per share at the time of
the TOB by the number of shares purchasedby the third-party via the TOB (however, if asqueeze-out of minority shareholders is to be
initiated after the TOB, then the shares to besqueezed out are to be included) andmultiplying by 15%.

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 15%

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 15%

However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.

However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.

The Gains on REIT TOB Sale Performance
Fee arises when the Investment Corporation’sshares are acquired by a third party via a
TOB. “Net Assets per Share at the time of theacquisition” refers to net assets at the time theacquisition is approved at the Shareholder
Meeting divided by the number of shares
outstanding at that time.

The Gains on REIT TOB Sale Performance
Fee arises when the Investment Corporation’sshares are acquired by a third party other thanthe current asset management company of theInvestment Corporation via a TOB, and theasset management company is to change after
the TOB. “Net Assets per Share at the time of
the acquisition” refers to net assets at the time
the acquisition (before deduction of the Gainson REIT TOB Sale Performance Fee) is
approved at the Shareholder Meeting divided
by the number of shares outstanding at thattime.

In addition, the purpose of the Gains on REITTOB Sale Performance Fee is to reward theasset management company, if the Investment
Company is to be acquired, with an amountequivalent to 15% of the excess amount of thetotal appraisal value of real estate assets of theInvestment Corporation (before deduction of
the Gains on REIT TOB Sale PerformanceFee) used as the basis for calculating the TOB
share price versus the total book value of thereal estate assets. The calculation shall bemade with due consideration of such purpose.

The Gains on REIT TOB Sale Performance
Fee will arise when the current asset
management company loses its position as theasset management company of the Investment
Corporation the end of the TOB shareacquisition period. (However, if squeeze-outtransactions are scheduled, the portion of theperformance fee at the time of acquisition that
corresponds to the squeezed-out shares will
be calculated at the time of completion of thesqueeze-out transaction.) The payment dateshall be within one month from time when thecurrent asset management company loses its
13Current
The Gains on REIT TOB Sale Performance
Fee will arise on the date the acquisition isapproved at the shareholder meeting, and thepayment date shall be within one month of theacquisition date.

After Amendment
position as the asset management company of
the Investment Corporation after the last dayof the tender offer period. (However, thepayment date for the portion of the Gains on
REIT TOB Sale Performance Fee that
corresponds to the squeezed-out shares will
be at the time of completion of the squeezeout transaction.)(5) Proposal 5: Appointment of Mr. Takafumi Kagiyama as Executive Director
Berkeley Global claims there are issues with Ichigo Office’s current asset management fee
structure that undermine shareholder value and proposes the appointment of a new Executive
Director and Supervisory Director with the expertise and experience to negotiate with theasset management company. As stated in the rationales for Proposals 1 through 4 above,
Ichigo Office believes that its current asset management fee structure is appropriate and thatmaintaining this fee structure will help differentiate it from other J-REITs and contribute to
growing shareholder value.
On the other hand, because Ichigo Office’s asset management fee structure is a first in the JREIT market, Ichigo Office believes that, as it strives to grow shareholder value, it must
constantly be re-examined and requires ongoing efforts to gain understanding fromshareholders.
Ichigo Office takes very seriously the fact that it has received shareholder proposals regarding
its asset management fee structure, and plans to further strengthen the supervisory andmonitoring functions of Ichigo Office’s Board of Directors through the additional knowledge
and experience of a new Executive Director and Supervisory Director. Ichigo Office isdetermined to build a structure that will continue creating shareholder value via proactively
engaging in shareholder-aligned asset management activities under the revised asset
management fee structure based on Proposals 1 to 4. Ichigo Office is therefore proposing thenomination as Executive Director of Mr. Takafumi Kagiyama, a real estate and finance expert
who fully comprehends Ichigo Office’s no fixed fee, performance-fee only structure.
To this end, Ichigo Office is nominating Mr. Kagiyama as an Executive Director. Mr.
Kagiyama is a global management professional with extensive experience and knowledge ofcapital markets in and outside Japan. Considering his deep understanding of capital markets,
corporate finance, asset management, ESG, and compliance, Ichigo Office expects that hewill excel as an Executive Director to maximize shareholder value.
In particular, with his deep understanding of investor needs and the investment business,excellent communication skills, and native-level English, Ichigo Office expects Mr.
Kagiyama to communicate directly with both Japanese and global investors who hold a large
portion of Ichigo Office shares. Ichigo Office expects that he will fulfill the responsibilities as
an Executive Director by understanding and responding to investors’ needs.
Ichigo Office believes that the appointment of Mr. Kagiyama as an Executive Director will
greatly contribute to attracting investments from high-quality, long-term investors who expect
the implementation of global best practices.
Fiduciary duty in real estate investment trusts requires one to gain shareholders’ confidence
and pursue top-class investment returns. Ichigo Office is proposing the election of Mr.
Kagiyama as Executive Director to maintain and grow Ichigo Office’s investment returns andfurther focus on ESG.
Under this proposal, pursuant to Article 19, Clause 3 of the AOI, the term of an Executive
14

Director ends with the end of the term of the current Executive Director, and the term of the
Executive Director ends at the end of the shareholder meeting held pursuant to Article 9,
Clause 2 of the AOI after the Executive Director has been appointed.
This proposal is submitted based on approval by all Directors at the Board of Directors
Meeting held on May 25, 2023.
The candidate’s career history is as follows.
Title

Name
(Date of Birth)

Executive
Director(Candidate)(New)

Takafumi Kagiyama(April 17, 1956)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
December
Arthur Andersen and Company
1981
Certified Public Accountant
August 1984
(California)
June 1985
Kumagai Gumi Co., Ltd., North
America Branch
May 1990
Barings Securities Japan Ltd., Tokyo
BranchJune 1994
Lehman Brothers Japan Inc., Tokyo
BranchMay 1996
D.E. Shaw Securities, Tokyo Branch
June 1998
Chief Operating Officer, Morgan
Stanley Japan Limited, Tokyo Branch
January 2001
Managing Director, Morgan Stanley
Japan Limited, Tokyo Branch
January 2003
Head of Sales, Equity Group, Morgan
Stanley Japan Limited
October 2005 Head of Equity Group, Morgan
Stanley Japan Limited
April 2006
Representative Director, Morgan
Stanley Japan Limited, Tokyo Branch
May 2010
Executive Officer, Deputy Head ofOperations Division (Special
Assignment), Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd.
April 2011(secondment)
Executive Officer, Deputy Head ofOperation Management, Sales, &Corporate Divisions (special
assignment), Mitsubishi UFJ Morgan
April 2020
Stanley Securities Co., Ltd.
(secondment)
August 2021
End of secondment at Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.
Statutory Auditor (Non-Executive),
UBS SuMi TRUST WealthManagement Co., Ltd. (current)

The above Executive Director candidate does not have Ichigo Office shares and is not a related partyof Ichigo Office.

15

(6) Proposal 6: Appointment of Mr. Yuji Maruo as Supervisory Director
Similar to the rationale for Proposal 5, Ichigo Office proposes the appointment of a new
Supervisory Director, Mr. Yuji Maruo.
Mr. Yuji Maruo has long been engaged in the development, sales, and leasing of mid-sizebuildings, Ichigo Office’s main real estate category. He is a real estate management
professional with extensive experience and knowledge of the real estate market and practices.
For over a decade, Mr. Maruo has focused on the energy efficiency of buildings andextending the useful life of buildings. He has researched technologies for building highly
energy-efficient properties with a focus on high insulation performance. His track record indeveloping buildings that satisfy both economic efficiency and comfort has often received
media attention. Ichigo Office believes that his track record is aligned with Ichigo Office’s
investment policy, focus on ESG, and growth strategy.
Furthermore, Mr. Maruo’s extensive management experience at listed companies and as a realestate consultant for individual investors after establishing his own business is expected tocontribute greatly to Ichigo Office’s asset management, compliance, and risk management.
Ichigo Office proposes the appointment of Mr. Maruo as a new Supervisory Director because
his multifaceted view as a real estate professional backed by his extensive experience will
enhance Ichigo Office’s monitoring functions and contribute to maximizing shareholder
value.
Under this proposal, pursuant to Article 19, Clause 3 of the AOI, the term of an Executive
Director ends with the end of the term of the current Executive Director, and the term of the
Executive Director ends at the end of the shareholder meeting held pursuant to Article 9,
Clause 2 of the AOI after the Executive Director has been appointed.
The candidate’s career history is as follows.

16

TitleName(Date of Birth)Supervisory
Director(Candidate)(New)Yuji Maruo(August 21, 1971)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 1994
Fujita Corporation
October 2002 Meiho Enterprise Co., Ltd.
Executive Officer, Head of Shellze
August 2006
Group 1, Meiho Enterprise Co., Ltd.
Executive Officer, Deputy Head ofApril 2007
Shellze Division and Head of ShellzeGroup 1, Meiho Enterprise Co., Ltd.
Executive Managing Officer, Deputy
August 2007
Head of Shellze Division and Head of
Shellze Group, Meiho Enterprise Co.,
Ltd.
Executive Officer, Head of Shellze
August 2008
Group, Meiho Enterprise Co., Ltd.
October 2008 Director & Executive Officer, Head of
Shellze Group, Meiho Enterprise Co.,Ltd.
February 2009 Director & Executive Officer, Head of
Shellze Group and Head of Shellze
Sales Group, Meiho Enterprise Co.,Ltd.
Director & Executive Officer, Head ofNovemberSales and Head of Business
2009
Development, Meiho Enterprise Co.,Ltd.
Director & Executive Managing
November
Officer, Head of Sales and Head of
2010
Business Development, Meiho
Enterprise Co., Ltd.
Executive Officer, Saint Clair Co., Ltd.
March 2012
October 2014 Representative Director, Equity
Partners Co., Ltd. (current)
Senior Managing Director, Saint Clair
June 2015
Co., Ltd.
Representative Director, Equity
June 2018
Partners Co., Ltd. (current)

The above Supervisory Director candidate does not have Ichigo Office shares and is not a
related party of Ichigo Office.

17

(7) Proposal 7: Amendment to the Articles of Incorporation (Reduce upper limit on Director
compensation and add Director compensation shareholder approval requirement)
Ichigo Office proposes the following changes and addition to Article 20 of the Articles ofIncorporation.
Director compensation is very important for shareholders. In order to ensure the transparency
and objectivity of Director compensation, Ichigo Office proposes that Director compensation
be determined by Shareholder Meeting approval rather than by Ichigo Office’s Board of
Directors.
Ichigo Office also proposes reducing the upper compensation limits for Executive Directors
and Supervisory Directors by 10% to JPY 720,000 per month for Executive Directors and
JPY 450,000 per month for Supervisory Directors.
Under the above proposal, Director compensation will become a shareholder-oriented
decision process, and shareholders will have the right to determine and approve Director
compensation at Shareholder Meetings, taking into account general price and wage trends, aswell as Ichigo Office’s performance. Ichigo Office believes that the post-amendment uppercompensation limits are appropriate, taking into account the duties expected of Directors.
Because there are existing Directors as of today, Ichigo Office proposes the amendment takeeffect after the next General Shareholder Meeting.
If these amendments are approved, Ichigo Office will make a compensation proposal based on
the amendments at the next General Shareholder Meeting.
Current

After Amendment

Article 20

Article 20

Payment Standards for Compensation of
Directors

Payment Standards for Compensation of
Directors

The payment standards and timing of payment The payment standards and timing of payment
for Directors of the Investment Corporation
for Directors of the Investment Corporation
shall be as follows.
shall be as follows.
(1) Compensation for each Executive Director
shall be an amount determined by the Boardof Directors as a reasonable amount in light ofgeneral price trends, wage trends, etc., andlimited to a maximum of JPY 800,000 per
month. Remuneration for the current monthshall be paid by the end of the current montheach month.
In addition, if an Executive Director loses
his/her position as an Executive Director due
to a merger or other organizational
restructuring before the expiration of his/herterm of office, and the Executive Director
does not assume an equivalent position after
the reorganization, the total amount ofmonthly compensation that was scheduled tobe paid to the Executive Director duringhis/her two-year term of office, and thedifference between the total amount ofcompensation actually paid by the Investment
Corporation will be paid as retirement(1) Compensation for each Executive Director
shall be an amount determined by
Shareholder Meeting approval as a reasonableamount in light of general price trends, wage
trends, etc., and limited to a maximum of JPY
720,000 per month. Remuneration for thecurrent month shall be paid by the end of thecurrent month each month.
In addition, if an Executive Director loses
his/her position as an Executive Director due
to a merger or other organizational
restructuring before the expiration of his/herterm of office, and the Executive Director
does not assume an equivalent position after
the reorganization, the total amount ofmonthly compensation that was scheduled tobe paid to the Executive Director duringhis/her two-year term of office, and thedifference between the total amount ofcompensation actually paid by the Investment
Corporation will be paid as retirement
18Current

After Amendment

benefits.
However, this shall not apply in the event that
the Executive Director is dismissed for thereason that he/she is unable to perform his/herduties in accordance with laws andregulations.

benefits.
However, this shall not apply in the event that
the Executive Director is dismissed for thereason that he/she is unable to perform his/herduties in accordance with laws andregulations.

(2) Compensation for each Supervisory
Director shall be an amount determined by the
Board of Directors as a reasonable amount inlight of general price trends, wage trends, etc.,
and limited to a maximum of JPY 500,000 per
month. Compensation for the current monthshall be paid by the end of the current montheach month.
In addition, if a Supervisory Director loses
his/her position as a Supervisory Director due
to a merger or other organizational
restructuring before the expiration of his/herterm of office, and the Supervisory Director
does not assume an equivalent position after
the reorganization, the total amount ofmonthly compensation that was scheduled tobe paid to the Supervisory Director duringhis/her two-year term of office, and thedifference between the total amount ofcompensation actually paid by the Investment
Corporation will be paid as retirement
benefits.

(2) Compensation for each Supervisory
Director shall be an amount determined by
Shareholder Meeting approval as a reasonableamount in light of general price trends, wage
trends, etc., and limited to a maximum of JPY
450,000 per month. Compensation for thecurrent month shall be paid by the end of thecurrent month each month.
In addition, if a Supervisory Director loses
his/her position as a Supervisory Director due
to a merger or other organizational
restructuring before the expiration of his/herterm of office, and the Supervisory Director
does not assume an equivalent position after
the reorganization, the total amount ofmonthly compensation that was scheduled tobe paid to the Supervisory Director duringhis/her two-year term of office, and thedifference between the total amount ofcompensation actually paid by the Investment
Corporation will be paid as retirement
benefits.

However, this shall not apply in the event that
the Supervisory Director is dismissed for thereason that he/she is unable to perform his/herduties in accordance with laws andregulations.

However, this shall not apply in the event that
the Supervisory Director is dismissed for thereason that he/she is unable to perform his/herduties in accordance with laws andregulations.

(New)(Supplementary Provision)
Changes to Article 20 shall take effect from thedate of the General Shareholders Meeting to beheld following the Extraordinary Shareholders
Meeting scheduled for June 2023 (hereinafterreferred to as the “next General Shareholders
Meeting”). This supplementary provision will
be deleted on the day of the next General
Shareholders Meeting.

19

(8) Proposal 8: Amendment to the Articles of Incorporation (Introduce upper limit on number
of Directors)
If the proposals to appoint two new Directors are approved at the EGM, the number ofofficers will increase. Ichigo Office should avoid having an excessive number of Directors fora long period of time, and therefore proposes to limit the maximum number of Directors tofive from the next General Shareholder Meeting.
Current

After Amendment

Article 18

Article 18

Number of Directors and Composition of theBoard of Directors

Number of Directors and Composition of theBoard of Directors

The Investment Corporation shall have atleast one Executive Director and at least two
Supervisory Directors (however, the numberof Supervisory Directors shall be the number
of Executive Directors plus at least one). The
Board of Directors is comprised of all
Executive Directors and Supervisory
Directors.
(New)

The Investment Corporation shall have atleast one Executive Director and at least two
Supervisory Directors (however, the numberof Supervisory Directors shall be the number
of Executive Directors plus at least one). The
Board of Directors is comprised of all
Executive Directors and Supervisory
Directors, and is limited to no more than five
Directors.

(New)(Supplementary Provision 2)
Changes to Article 18 shall take effect from thedate of the General Shareholders Meeting to beheld following the Extraordinary Shareholders
Meeting scheduled for June 2023 (hereinafterreferred to as the “next General Shareholders
Meeting”). This supplementary provision will
be deleted on the day of the next General
Shareholders Meeting.

3. Berkeley Global Proposals
The following descriptions and rationale for Proposals 9 to 14 are from Berkeley Global’s
shareholder proposals received on March 17, 2023. (English translation provided by Berkeley
Global)Proposal 9: Partial amendments to the Articles of Incorporation (regarding change in the rateof NOI & Dividend Performance Fee)
[Summary of Proposal]
In Paragraph 1 “NOI & Dividend Performance Fee” of Exhibit “AM fees for AssetManagement Company” of the Articles of Incorporation of IOR, to change the reference to“0.0054%” to “0.0036%”.
[Reason for Proposal]
At the unitholders’ meeting held in July 2020 (the “2020 Unitholders’ Meeting”), IOR
completely changed its AM fee structure (the “AM Fees Change”) and adopted a new AM fee
structure consisting of “NOI & Dividend Performance Fee”, “Gains on Sale PerformanceFee”, “Gains on Merger Performance Fee” and “Gains on REIT TOB Sale Performance Fee”
(the AM fee structure before the AM Fees Change and after the AM Fees Change shall behereinafter referred to as the “Old AM Fee Structure” and the “New AM Fee Structure”,
respectively).
20However, in respect of the amendments proposed in “(1) Partial amendments to the Articles
of Incorporation (regarding change in the rate of NOI & Dividend Performance Fee)”, “(2)Partial amendments to the Articles of Incorporation (regarding abolition of Gains on Sale
Performance Fee, and adoption of Asset Acquisition Fee and Asset Sale Fee)” and “(3) Partial
amendments to the Articles of Incorporation (regarding abolition of Gains on Merger
Performance Fee and Gains on REIT TOB Sale Performance Fee, and adoption of MergerFee)” below, the New AM Fee Structure does not contribute to an increase in the IOR
unitholders’ value.
Furthermore, as stated in item a. of “Reason for Proposal” under “(4) Appointment of Mr.
Toru Sugihara as an executive director” below, the Claimant believes that the disclosure madeby IOR upon the introduction of the New AM Fee Structure was misleading to unitholders
and did not help unitholders to properly understand the level of fees that IOR would have to
pay if the New AM Fee Structure was introduced.
While the details are as described in items a. to c. below, the “NOI & Dividend PerformanceFee” regarding which the Claimant proposes a change in the fee rate through this proposal isof a significantly high level. In a situation where the external growth of IOR has beensignificantly stagnant, payment of such expensive AM fees is not only inappropriate in itself
but also a factor that may hinder the external growth of IOR. Therefore, the Claimantconsiders that it is necessary to change the rate of “NOI & Dividend Performance Fee” inorder to reduce it to an appropriate level and thereby create an environment that facilitates
IOR’s external growth.
a. The external growth of IOR is stagnant
IOR has not achieved any external growth accompanying public offerings for seven years
since the last public offering in May 2016. There are only three listed J-REITs including IOR
that have not achieved external growth accompanying public offerings since May 2016,
among which one listed J-REIT has conducted merger. The external growth of IOR has beensignificantly stagnant also in comparison with other listed J-REITs.
b. AM fees are of a significantly high level
Regardless of the situation described in item a. above, according to the Claimant’s
calculation, the ratio to total assets of the AM fees IOR pays to its asset managementcompany, Ichigo Investment Advisors (the “Asset Management Company”), is about 0.78%,
which is the average of the amount calculated by multiplying the amount of the AM fees
stated in the profit and loss statements of the most recent four fiscal periods up to the end of
October 2022 by 2 and dividing by the total assets as of the end of each period. The ratio to
NOI of the said AM fees is about 15.7%, which is the average of the amount calculated by
dividing the amount of the AM fees stated in the profit and loss statements of the most recent
four fiscal periods up to the end of October 2022 by the NOI of each period. These are clearlyof a higher level than the average among other listed J-REITs of the ratio of AM fees to total
assets of about 0.46% and the average among other listed J-REITs of the ratio of AM fees to
NOI of about 10.2%. For both ratios, the amount of the AM fees for the most recent two fiscal
periods are used for recently listed J-REITs. The ratio of the said AM fees to total assets is thehighest among 60 listed J-REITs.
c. Change in the rate of “NOI & Dividend Performance Fee” leads to optimization of theamount of fees and securing of opportunities for external growth
In a situation where external growth has not been achieved for a long time, the payment to the
Asset Management Company of expensive AM fees that are significantly higher than the
average of listed J-REITs cannot possibly be justified in itself. In addition, from the21

perspective that expensive AM fees may cause a decline in investment unit prices and becomea factor that creates an environment where it is difficult to conduct a public offering, theClaimant must say that such expensive AM fees are inappropriate.
Under the current fee structure of IOR, unless events such as a transfer of property or amerger occur, AM fees are mostly “NOI & Dividend Performance Fee”. The Claimant is of
the view that the high rate of “NOI & Dividend Performance Fee” is the main cause of AM
fees becoming expensive. Therefore, the Claimant considers that it is necessary andappropriate for all unitholders that the amount of the AM fee be optimized by reducing therate of “NOI & Dividend Performance Fee”, and that IOR by itself creates an environmentthat facilities external growth by securing distribution sources and creating upward pressure
on investment unit prices through such reduction of fee rate. According to the Claimant’s
calculation based on the financial statements of IOR for the fiscal period ended October 2022,
if the rate of “NOI & Dividend Performance Fee” was reduced from 0.0054% to 0.0036%, thedistribution source would increase by about 239 million yen. Assuming that all such
distribution sources are distributed as dividends, which the Claimant believes is a realistic
assumption in light of the dividend payout ratio of IOR since a reduction in AM fees leads
directly to an increase in the profit of an investment corporation, the dividends for the fiscal
period ended October 2022 would have been increased by about 158 yen per investment unit.
Ichigo Office’s Position on Proposal 9
Ichigo Office believes that Proposal 9 does not contribute to shareholder value, and opposes
Proposal 9.
Ichigo Office differentiates itself from other listed J-REITs by acquiring assets with highvalue-add potential, with IIA leveraging sponsor Ichigo’s know-how and value-add
capabilities to drive asset value. Ichigo Office’s portfolio of older mid-size offices with highliquidity requires greater asset management services, and Ichigo Office believes that paying
IIA an appropriate asset management fee to maintain and improve their high-quality asset
management services is critical to maximizing shareholder value.
Although we believe it is important for the asset management company to improve its
operational efficiency and pass along those savings over time as a reduction in the fee rate,
decreasing the rate excessively would compromise the soundness of the asset managementcompany and hinder their ability to maintain high quality services, hurting shareholder value.
In order to maximize long-term shareholder value, it is necessary to set a rate that balances
shareholder returns with appropriate incentives for the asset management company.
Therefore, Ichigo Office believes that its proposals under Proposal 1 are appropriate.

22

Proposal 10: Partial amendments to the Articles of Incorporation (regarding abolition of Gainson Sale Performance Fee, and adoption of Asset Acquisition Fee and Asset Sale Fee)
[Summary of Proposal]
To change Exhibit “AM Fees for Asset Management Company” to the Articles ofIncorporation of IOR as follows:a. To delete Paragraph 2 “Gains on Sale Performance Fee”; andb. To add the following provisions as Paragraphs 2 and 3:“2. Asset Acquisition Fee
When IOR acquires real estate or real estate-backed securities among specific assets, except
for succession as a result of a merger, an Asset Acquisition Fee shall be calculated bymultiplying its purchase price by a rate separately agreed with the Asset Management
Company but not higher than 0.5%; provided, however, that in the case of the acquisition of a
specific asset from a related party as defined in the regulations on transactions with relatedparties of the Asset Management Company, it shall be calculated by multiplying its purchaseprice of by a rate separately agreed with the Asset Management Company but not higher than
0.25%.
Payment shall be made within one (1) month from the end of the month in which IOR
acquires the relevant asset (being, in other words, the month in which the transfer of theownership and any other rights in respect of the relevant asset takes effect).
3. Asset Sale Fee
When IOR sells real estate or real estate-backed securities among specific assets, an Asset
Sale Fee shall be calculated by multiplying its sale price by a rate separately agreed with theAsset Management Company but not higher than 0.5%; provided, however, that in the case ofsale of a specific asset to a related party as defined in the regulations on transactions withrelated parties of the Asset Management Company, it shall be calculated by multiplying its
sale price by a rate separately agreed with the Asset Management Company but not higher
than 0.25%.
Payment shall be made within one (1) month from the end of the month in which the relevant
asset is sold (being, in other words, the month in which the transfer of the ownership and anyother rights on the relevant asset takes effect).”[Reason for Proposal]
As detailed in items a. through c. below, the “Gains on Sale Performance Fee” is set at 15%,
which is an extremely high rate, and in the event of an occurrence of a gain on the sale ofassets, which is in principle obtained by deducting the asset’s book value from its sale price,
IOR will have to bear extremely high fees. In addition, if a gain on the sale of assets occurs
for IOR, the “NOI & Dividend Performance Fee” will also be increased. As a result, IOR will
have to bear two burdens: the accrual of the “Gains on Sale Performance Fee” and an increasein the “NOI & Dividend Performance Fee”. Therefore, the Claimant believes that it isnecessary to abolish the “Gains on Sale Performance Fee” and newly adopt a standard asset
acquisition fee and asset sale fee to align with the prevailing fee structure for other listed JREITs.
Furthermore, as stated in item a. of “Reason for Proposal” under “(4) Appointment of Mr.
Toru Sugihara as an executive director” below, the Claimant believes that the disclosure made23

by IOR upon the introduction of the New AM Fee Structure was misleading to unitholders
and did not help unitholders to properly understand the level of fees that IOR would have to
pay if the New AM Fee Structure was introduced.
a. Sale of assets affects two types of fees of “Gains on Sale Performance Fee” and “NOI &Dividend Performance Fee”
In the case where IOR sells its assets, resulting in a gain on the sale of assets, this will resultin an extremely high “Gains on Sale Performance Fee” which is 15% of the gain on the saleof assets as described in item b. below. In addition to this, the gain on the sale of assets will
increase dividends per unit, and IOR will have to pay an “NOI & Dividend Performance Fee”
which is increased by such increased dividends per unit. This means that when IOR earns again on the sale of assets, it will have to pay to the Asset Management Company two types offees of the “Gains on Sale Performance Fee” and an increased “NOI & Dividend Performance
Fee”.
While the Claimant does not always consider that a fee structure is inappropriate solely basedon the fact that a single event affects two types of fees, the total amount of AM fees is
expected to be higher due to the effect on the two types of fees. Accordingly, the Claimantbelieves that it is necessary to carefully consider the rate of the “Gains on Sale PerformanceFee” when setting it. However, the Claimant suspects that such a careful consideration has notbeen made. In fact, while two other J-REITs adopt similar gains on sale performance fees,
only one of them has a fee structure under which a single event affects two types of fees, as is
the case for IOR.
b. Level of “Gains on Sale Performance Fee” is extremely highGains on a sale of assets owned by an investment corporation should be attributed to its
unitholders who originally bear risks associated with the owned assets. Hence, the Claimantconsiders that, in order for the AM fees paid to the Asset Management Company when gains
on a sale of assets have accrued to be considered fair, they must be within a reasonable range
as a fee for the relevant “services”. However, the “Gains on Sale Performance Fee” iscalculated by multiplying gains on a sale of assets by 15% and this significantly high rate
makes the level of the “Gains on Sale Performance Fee” extremely high. For example, IOR
sold “Ichigo Akasaka 5-chome Building” in the fiscal period ended April 30, 2022, resulting
in a gain on the sale of that asset of 940.11 million yen, of which approximately 140 million
yen was paid to the Asset Management Company as a “Gains on Sale Performance Fee”. In
addition, IOR plans to sell “Ichigo Ikenohata Building” in the fiscal period ending April 30,
2023, which will result in a gain on the sale of that asset of approximately 5,167 million yen,which is calculated by dividing the gain on that sale of 4,392 million yen (net of the Gains on
Sale Performance Fee announced by IOR), by 85% (100 minus 15). Thus, IOR will pay
approximately 775 million yen (15% of 5,167 million yen above) as the “Gains on Sale
Performance Fee”.
c. Proposed AM Fee Structure
Despite the fact that careful consideration was necessary when setting the rate of the “Gainson Sale Performance Fee”, as described in item a. above, it is evident that the “Gains on Sale
Performance Fee” is unreasonable in light of the facts that the level of the “Gains on Sale
Performance Fee” is set so high that even the “Gains on Sale Performance Fee” alone isunreasonable, as described in item b. above, and that the “NOI & Dividend Performance Fee”
is increased as a result of the accrual of a gain on the sale of assets.
As such, the Claimant hereby makes a proposal as described in the “Outline of Proposal”
24above as the Claimant believes that it is necessary to abolish the “Gains on Sale PerformanceFee” and set a well-balanced level of fees consisting of the “NOI & Dividend PerformanceFee” as a performance-linked fee, and the “Asset Acquisition Fee” and the “Asset Sale Fee”
as fees for the services provided by the Asset Management Company in relation to acquisitionand sale of properties.
Ichigo Office’s Position on Proposal 10
Ichigo Office believes that Proposal 10 does not contribute to shareholder value, and opposes
Proposal 10.
Ichigo Office believes that an asset management fee structure that links asset management
fees with Ichigo Office’s shareholder profits, not a fee structure where asset management fees
are linked to buy and sell transactions regardless of profitability, is aligned with shareholder
objectives of maximizing the dividend and shareholder value.
Introducing an asset management fee structure where compensation is linked to buy and selltransactions regardless of profitability, as proposed under Proposal 10, creates incentives forthe asset management company to transact assets regardless of whether they can increase
those assets’ value. Considering that Ichigo Office’s strategy is to acquire properties with ahigh potential for value enhancement while leveraging the specialized know-how and realestate value-add capabilities of its sponsor Ichigo, a fee structure such as this would beinconsistent with our strategy.
Ichigo Office’s proposals under Proposal 2 maintain the linkage between asset management
fees and shareholder profits and prevents the asset management fee amount from being
excessive.
Proposal 11: Partial amendments to the Articles of Incorporation (regarding abolition of Gainson Merger Performance Fee and Gains on REIT TOB Sale Performance Fee, and adoption ofMerger Fee)
[Summary of Proposal]
To change Exhibit “AM Fees for Asset Management Company” to the Articles ofIncorporation of IOR as follows:a. To delete Paragraph 3 “Gains on Merger Performance Fee” and Paragraph 4 “Gains on
REIT TOB Sale Performance Fee”; andb. To add the following provision as Paragraph 4:“4. Merger Fee
If, in the course of a consolidation-type merger or an absorption-type merger, regardless ofwhether IOR will be a surviving corporation or a dissolving corporation, (hereinaftercollectively referred to as a “Merger” or “Merge”) executed by IOR, the Asset Management
Company investigates and evaluates the assets held by the counterparty to the Merger,
performs other services related to the Merger, and the Merger comes into effect, the Merger
Fee shall be calculated by multiplying the appraised value at the time of the Merger(hereinafter referred to as an “Appraised Value”) of the real estate or the real estate-backed
securities held by the counterparty which will be taken over or held by the new corporation
incorporated in the incorporation-type merger or the corporation surviving the absorption-typemerger, by a rate separately agreed with the Asset Management Company but not higher than
0.5%; provided, however, that in the case of a Merger with an investment corporation that
falls under a related party as defined in the regulations on transactions with related parties of
the Asset Management Company or with an investment corporation which entrusts the
management of its assets to a related party, it shall be calculated by multiplying the Appraised25

Value by a rate separately agreed with the Asset Management Company but not higher than
0.25%.
The date of payment shall be determined by separate negotiation between IOR and the AssetManagement Company.”[Reason for Proposal]
As detailed in items a. through d. below, the “Gains on Merger Performance Fee” and the“Gains on REIT TOB Sale Performance Fee” lack any connection with the services provided
by the Asset Management Company. In addition, while the amount of these fees can be
extremely high, their calculation methods are unclear and, as a result, these fees are
unreasonable and lack rationality as a constructive fee structure. Practically, they have theeffect of discouraging proposals that would contribute to increasing the IOR unitholders’value. Therefore, the Claimant believes that it is necessary to abolish the “Gains on Merger
Performance Fee” and the “Gains on REIT TOB Sale Performance Fee” and to newly adopt
the Merger Fee to align with the prevailing fee structure for other listed J-REITs.
Furthermore, as stated in item a. of “Reason for Proposal” under “(4) Appointment of Mr.
Toru Sugihara as an executive director” below, the Claimant believes that the disclosure madeby IOR upon the introduction of the New AM Fee Structure was misleading to unitholders
and did not help unitholders to properly understand the level of fees that IOR would have to
pay if the New AM Fee Structure was introduced.
a. “Gains on Merger Performance Fee” and “Gains on REIT TOB Sale Performance Fee” areunreasonable and lack any connection with the services provided by the Asset Management
Company
The “Gains on REIT TOB Sale Performance Fee” is supposed to accrue when investment
units of IOR are acquired by a third party through a tender offer. However, in the first place,
the Asset Management Company is not in a position to provide any services in a tender offer
for investment units of IOR. In addition, a tender offer is a sale and purchase transaction of
investment units to be executed between a purchaser who executes the tender offer and theunitholders who apply for the tender offer (in other words, who offer to sell their investment
units in response to an offer to purchase investment units related to the tender offer). As such,neither IOR nor the Asset Management Company which are the parties to the asset
management agreement will be a party to a tender offer.
The “Gains on Merger Performance Fee” is supposed to accrue only when IOR Merges in
response to a Merger proposal from another investment corporation, regardless of whether
IOR survives the Merger or not. Thus, no fee should accrue when IOR proposes a Merger.
However, in the case of a Merger between investment corporations, various duties including
due diligence with respect to the counterparty are required, regardless of whether IOR
survives or dissolves in the Merger, in order for a merger agreement to be concluded, and, inpractice, such duties are generally performed by the Asset Management Company for and on
behalf of IOR which has no employees. This means that when IOR intends to merge, theAsset Management Company will be required to provide certain services regardless of whichinvestment corporation proposes the Merger. Despite this, the “Gains on Merger PerformanceFee” makes an extreme difference in fees to the Asset Management Company, which can beeither zero or an exorbitant amount (as detailed below) depending on which investment
corporation proposes the Merger. It can be said that it is an unreasonable fee structure andlacks any connection with the services provided by the Asset Management Company.
Based on the above, given that the “Gains on Merger Performance Fee” and the “Gains on
REIT TOB Sale Performance Fee” are unreasonable and lack rationality as a constructive fee
26structure. They have the effect of discouraging mergers and acquisitions that would contributeto increasing the IOR unitholders’ value as described in item b. below. Therefore, theClaimant cannot help but suspect that these fees were introduced with the aim to function as ade facto takeover defense measure.
b. Amount of “Gains on Merger Performance Fee” and “Gains on REIT TOB Sale
Performance Fee” can be exorbitant
As detailed in item c. below, there are some unclear parts in the calculation of the “Gains on
Merger Performance Fee” and the “Gains on REIT TOB Sale Performance Fee”.
Nevertheless, the amount of these fees can be exorbitant even with such unclear parts.
For example, when the Claimant calculates the “Gains on Merger Performance Fee” by using
the management indicators for the fiscal period ended October 31, 2022 disclosed by IOR,
provided that, for convenience, an investment unit price calculated based on a merger ratio
was substituted with the NAV (Net Asset Value) per unit for the same period, the amount ofsuch fee upon a Merger is estimated to be approximately 6,735 million yen, which is equal to
15% of the amount multiplying the difference between an investment unit price calculated
based on a merger ratio, assuming that this is equal to the NAV per unit for the fiscal period
ended October 31, 2022, and the amount of the net assets per unit as of the end of the fiscal
period ended October 31, 2022 by the total number of the issued and outstanding investment
units as of the end of the fiscal period ended October 31, 2022. Also, if it is calculated inaccordance with the provision in the Articles of Incorporation that “… when the total
Appraised Value of real estate-related assets of IOR (amount before deduction of the Gains on
Merger Performance Fee) exceeds the total book value of the said real estate-related assets atthe time of the merger, the Gains on Merger Performance Fee shall be the amount equivalent
to 15% of the said excess amount”, the amount of such fee at the time of a Merger isestimated to be approximately 7,202 million yen, which is equal to 15% of the difference
between the total Appraised Value of the real estate-related assets and the total book value ofthe real estate-related assets. Furthermore, when the Claimant calculates the “Gains on REITTOB Sale Performance Fee” on the assumption that all of the investment units are subject tosuch fee, it is estimated to be approximately 6,735 million yen which is equal to 15% of theamount multiplying the difference between the TOB price, assuming that this is equal to the
NAV per unit for the fiscal period ended October 31, 2022, and the amount of the net assets
per unit as of the end of the fiscal period ended October 31, 2022, by the total number of theissued and outstanding investment units as of the end of the fiscal period ended October 31,
2022, or approximately 7,202 million which is equal to 15% of the difference between the
total Appraised Value of the real estate-related assets and the total book value of the realestate-related assets.
Each amount of these fees is higher than double of the net income of IOR for the fiscal period
ended October 31, 2022, which was approximately 3,001 million yen and may exceed theamount of cash and deposits held by IOR which was approximately 8,697 million yen as ofthe end of the fiscal period ended October 31, 2022, depending on the consideration for a
Merger or a tender offer price. Each amount is so exorbitant that IOR may have to consider
selling its properties to pay these fees.
It is almost impossible to justify the fee structure that generates such an enormous amount offees for the services provided by the Asset Management Company. As stated in item a. above,
there are no “services to be provided” by the Asset Management Company in the case of atender offer. Furthermore, assuming that such exorbitant fees are indeed to be paid, proposals
for Mergers or tender offers to IOR will be discouraged even though such proposals are
profitable for the unitholders. As such, these fees may function as a de facto takeover defense
measure that prevents mergers and acquisitions that contribute to the enhancement of the IOR
unitholders’ value, and the “Gains on Merger Performance Fee” and the “Gains on REIT TOB
27

Sale Performance Fee” are irrational also in this respect.
By way of comparison, a merger fee paid by other listed J-REITs that have been merged inrecent years was less than 1.0% of the Appraised Value of the assets to be taken over as aresult of the mergers. If this were applied to a Merger between IOR and a J-REIT of a similar
asset size, the Merger Fee would be estimated to be approximately 2,000 million yen. The fee
for a Merger and takeover of IOR is more than three times as much as a normal merger fee
even at the lowest estimate, and it is obviously abnormal.
c. “Gains on Merger Performance Fee” and “Gains on REIT TOB Sale Performance Fee”
have unclear parts in their calculation and timing of accrual, and do not align with practicaloperation
According to the Articles of Incorporation of IOR, the “Gains on Merger Performance Fee” iscalculated by using the formula of “unrealized gains per unit at the time of a Merger
multiplied by the total number of issued and outstanding investment units multiplied by
15%”. However, the Articles of Incorporation also stipulate that “it is intended that when IOR
is to be Merged with another investment corporation, … when the total Appraised Value ofreal estate-related assets of IOR (amount before deduction of Gains on Merger PerformanceFee) exceeds the total book value of the real estate-related assets at the time of the merger, thefees to the Asset Management Company shall be the amount equivalent to 15% of such excess
amount, and the amount of the Gains on Merger Performance Fee shall be calculated bytaking such intention into consideration”. This stipulation seems to imply that the Articles ofIncorporation assume the application of a different formula other than the foregoing one in thecase where IOR will be a dissolving corporation. Nevertheless, the Articles of Incorporation
do not describe how to “take such intention into consideration”, and it is unclear how to
calculate the Gains on Merger Performance Fee in the case where IOR will not survive such
Merger. As described in item b. above, it is extremely inappropriate that the calculation
formula is not clear although the amount of the Gains on Merger Performance Fee is highly
likely to be exorbitant. Therefore, such a fee system should not be maintained.
Further, in order to calculate the “Gains on Merger Performance Fee” and the “Gains on REITTOB Sale Performance Fee,” it is necessary to calculate the amount of the net assets of IOR at
the time of a resolution to approve a merger agreement or at the end of a tender offer period.
However, as the amount of the net assets is normally calculated as of the end of a fiscal
period, IOR may need to take procedures for preparing the financial statements andundergoing an audit in order to determine the amount of the net assets at a different point oftime. On the other hand, these fees are supposed to accrue at such an early stage as at the timeof a resolution to approve a merger agreement or at the end of a tender offer period. As such,
the Claimant has serious questions about taking the above procedures at such a time todetermine the amount of the net assets, and executing a Merger or acquisition based on thatamount, in light of the costs required for such actions.
Finally, the Articles of Incorporation of IOR stipulate that the Gains on Merger PerformanceFee shall “accrue when a resolution to approve a merger agreement is adopted by a meeting ofunitholders of IOR”. However, except for the case of a short form merger, a Merger between
investment corporations requires a resolution to approve a merger agreement at a meeting ofunitholders of the other investment corporation that is a party to the merger agreement
because the Merger will not be closed until such resolution is made. Nevertheless, theprovision of the Articles of Incorporation of IOR states that the “Gains on Merger
Performance Fee” shall accrue at the end of a meeting of unitholders of IOR alone. This musthave been drafted by a person who has no knowledge of the practice of mergers, and suchprovision is, therefore, unreasonable.

28This means that the “Gains on Merger Performance Fee” and the “Gains on REIT TOB Sale
Performance Fee” are unreasonable and difficult to calculate and apply under specificcircumstances in mergers or acquisitions. The Claimant cannot help but suspect that they wereadopted without any practical verification.
d. Proposed AM fee structure
As described in item a. above, the “Gains on Merger Performance Fee” and the “Gains on
REIT TOB Sale Performance Fee” lack any connection with the services provided by the
Asset Management Company. In addition, while the amount can be extremely high as
described in item b. above, their calculations are unclear as described in item c. above and, asa result, these fees are unreasonable and lack rationale as a constructive fee structure.
Practically, they may function as a de facto takeover defense measure to discourage proposals
that would contribute to increasing the IOR unitholders’ value.
For these reasons, the Claimant hereby makes such a proposal as described above in the“Outline of Proposal” as the Claimant believes that it is necessary to abolish the “Gains on
Merger Performance Fee” and the “Gains on REIT TOB Sale Performance Fee” and to adopt
a Merger Fee to align with the prevailing fee structure for other listed J-REITs.
Ichigo Office’s Position on Proposal 11
Ichigo Office believes that Proposal 11 does not contribute to shareholder value, and opposes
Proposal 11.
If there is a change in the asset management company due to a merger or TOB, Ichigo Officebelieves the asset management company should be compensated for its long-term efforts toincrease share value by paying a Gains on Merger Performance Fee and Gains on REIT TOB
Sale Performance Fee.
Proposal 11 eliminates the current Gains on Merger Performance Fee and Gains on REITTOB Sale Performance Fee, and proposes a fee structure that mechanically pays a fee to theasset management company linked to asset size regardless of the asset managementcompany’s success in improving value per share and generating unrealized gains. Under thisfee structure, compensation grows with assets, regardless of any value creation, thus creating
little incentive for the asset management company to acquire assets at the lowest possible
price and to strive to realize the potential value of those assets. Furthermore, because an asset
management fee will not be paid if there is a change in asset management company, the asset
management company may be disinclined to cooperate with the merger or TOB even if theoffer would benefit Ichigo Office’s shareholders.

29Ichigo Office believes that its proposals under Proposals 3 and 4, which maintain the current
no fixed fee, performance fee-only fee structure that pays a reasonable fee in line with theasset management company’s contributions to improving shareholder value until the date of
the merger or TOB, and clarify the relevant sections of the Articles of Incorporation,
appropriately incentivize the asset management company.
Proposal 12: Appointment of Mr. Toru Sugihara as an executive director[Summary of Proposal]
To appoint the following candidate as an executive director:
Candidate: Mr. Toru Sugihara (Date of Birth: May 19, 1968)<Profile and Major Concurrent Positions >Apr 1, 1991 Joined Nomura Securities Co. Ltd.
Oct 1, 2006 Joined Barclays Securities Japan Limited
Jul 1, 2012 Joined Kenedix, Inc.
Feb 1, 2015 Joined Star Asia Management Japan Limited, Tokyo Branch
Jun 22, 2015 Representative Director and General Manager of Finance Department,
Star Asia Investment Management Co. Ltd. (seconded)
Aug 20, 2015 Director and General Manager of Finance Department,
Star Asia Investment Management Co. Ltd.
Apr 26, 2019 Representative Member, Lion Partners Godo Kaisha
Aug 2019 Executive Director, Sakura Sogo REIT Investment Corporation
Aug 2020 Director and Vice President, Star Asia Investment Management Co. Ltd.
(seconded)Feb 2023 Manager, Berkeley Global, LLC (Star Asia Group) (present)(Note 1)
As of March 17, 2023, the above candidate does not hold any investment units of IOR.
(Note 2)
The above candidate and IOR do not have any special relationship with each other.
[Reason for Proposal]
As described in each “Reason for Proposal” in sections “(1) Partial amendments to the
Articles of Incorporation (regarding change in the rate of NOI & Dividend Performance Fee)”to “(3) Partial amendments to the Articles of Incorporation (regarding abolition of Gains on
Merger Performance Fee and Gains on REIT TOB Sale Performance Fee, and adoption ofMerger Fee)” above, the New AM Fee Structure contains a large amount of unreasonable andinappropriate details that are unlikely to contribute to the increase of the IOR unitholders’value. Furthermore, as described in item a. below, there were serious problems in the way
IOR disclosed information at the 2020 Unitholders’ Meeting and how it subsequently handled
the matter.
In addition, as described in item b. below, the answers by the Asset Management Company
when the Claimant proposed a review of the New AM Fee Structure were far from sincere interms of responses to our suggestions. Thus, the Claimant has had no choice but to conclude
that they totally disregard the unitholders’ interests.
The Claimant believes that this attitude of disregard for the unitholders’ interests by IOR and
30

the Asset Management Company is due to the fact that the supervision of the AssetManagement Company by IOR is not being conducted properly. In order to correct this, it isessential to strengthen the governance structure of IOR and strengthen the supervision andoversight on the Asset Management Company. Therefore, as stated in c. below, the Claimantbelieves that Mr. Toru Sugihara, who has the proper knowledge and experience to become an
executive director of IOR, shall be appointed as an executive director of IOR.
a. Problems found in the information disclosure made at the 2020 Unitholders’ Meeting andthe subsequent handling of the matterIn the convocation notice of the 2020 Unitholders’ Meeting in connection with the AM Fees
Change, IOR explained that the New AM Fee Structure was intended to “further improve the
IOR unitholders’ value”. In addition, the press release of IOR titled “Notice of Amendment to
the Terms and Appointment of Directors” dated June 15, 2020, which was disclosed prior to
the 2020 Unitholders’ Meeting, compared the total AM fees for the 5 years from the fiscal
period ended October 2015 to the fiscal period ended April 2020 under the Old AM Fee
Structure with the estimated total AM fees for the 5 years from the fiscal period ended
October 2015 to the fiscal period ended April 2020 under the New AM Fee Structure, andincluded a bar graph showing that the total AM fees would decrease by 4.2% under the New
AM Fee Structure. In other words, the material disclosed by IOR suggested that if IOR
adopted the New AM Fee Structure, the total amount of AM fees would decrease, leading toan increase of the IOR unitholders’ value.
However, the Claimant’s calculation based on the material disclosed by IOR indicates that theactual result of the AM fees based on the New AM Fee Structure for the 4 periods from thefiscal period ended April 2021 to the fiscal period ended October 2022 after the AM Fees
Change significantly exceeded the amount of the AM fees based on the Old AM Fee
Structure. For example, although the amount of the AM fees for the fiscal period ended April
2021, which immediately followed the AM Fees Change, would be approximately 752 million
yen under the Old AM Fee Structure (assuming that the maximum rate is applied; hereinafter
the same), the actual result of the AM fees was increased to 834 million yen under the New
AM Fee Structure, which is an increase of approximately 10.9%. Likewise, the amount for thefollowing fiscal period ended October 2021 would be approximately 785 million yen under
the Old AM Fee Structure, while the actual result of the AM fees was increased to 871 million
yen under the New AM Fee Structure, which is an increase of approximately 11.0%.
Although the cause of such difference in the total amount of the AM fees between under the
New AM Fee Structure and under the Old AM Fee Structure is not clear, given the fact that
there is actually a significant difference between these amounts, it may be considered that
IOR should have at least been able to fully acknowledge the possibility of the increase in the
total amount of AM fees at the time of the AM Fees Change. Nevertheless, the material
disclosed by IOR before the AM Fees Change indicated that the AM fees would be reduced
due to the AM Fee Change and stated that the IOR unitholders’ value would increase. This
description should be considered questionable from the perspective of the accountability of
IOR to its unitholders.
Even more importantly, IOR and the Asset Management Company could easily recognize thefact that the total amount of the AM fees under the New AM Fee Structure had become larger
than the amount calculated under the Old AM Fee Structure. If IOR had intended to reduce
the amount of the AM fees through the introduction of the New AM Fee Structure as stated in
the material disclosed at the 2020 Unitholders’ Meeting, it could have noticed that the actual
result had increased by conducting a subsequent validation process after the introduction andcorrected the situation by reducing the rate at the unitholders’ meeting held in July 2022 sothat there was no discrepancy with the material disclosed in July 2020. However, the New
AM Fee Structure has not been revised to date. As such, there is a governance issue within
31

IOR. Although IOR implemented the AM Fees Change indicating that the AM fees would
decrease, it has never conducted a subsequent validation to see if the amount actually
decreased.
Furthermore, as described in the “Reason for Proposal” in “(3) Partial amendments to the
Articles of Incorporation (regarding abolition of Gains on Merger Performance Fee and Gainson REIT TOB Sale Performance Fee, and adoption of Merger Fee)” above, the details of the“Gains on Merger Performance Fee” and the “Gains on REIT TOB Sale Performance Fee”
were extremely unreasonable and inappropriate and therefore, the Claimant believes that IOR
proposed them at the unitholders’ meeting without conducting a practical validation based on
the actual situations in which such fees were to be paid.
b. IOR’s attitude of disregard for IOR unitholders’ value which became obvious through its
dialogue with the Claimant
The Claimant has requested IOR through the Asset Management Company to change the New
AM Fee Structure as proposed above since February 9, 2023. However, the Claimant received
an answer on March 10, 2023 from the Asset Management Company, as excerpted below,
stating that it could not accept the Claimant’s proposal:(Translation of excerpt from the Asset Management Company’s answer)“This AM fee structure, which is intended to change the AM fees into “entirely performancebased fees” that are linked to the improvement of the unitholders’ value in order to improve
the IOR unitholders’ value, was approved with the support of a large number of unitholders at
the 12th unitholders’ meeting held on July 18, 2020, and has been adopted for four fiscal
periods since the fiscal period ended April 2021. Considering the details of the AM fee
structure which aligns the interests of the unitholders with those of the Asset Management
Company, and the fact that it has been approved by the unitholders as described above, theAsset Management Company believes that, as the Asset Management Company has alreadyexplained, the AM fee structure is appropriate. On the other hand, IOR also believes that it isimportant to continuously examine the AM fee structure from the perspective of improving
the IOR unitholders’ value.”(End of excerpt)
As described above, although the Claimant pointed out the fact that the fees under the New
AM Fee Structure were extremely high and there were further issues on the New AM Fee
Structure and the Asset Management Company received a proposal from the Claimant tochange the New AM Fee Structure, the Asset Management Company did not enter into a
constructive dialogue with the Claimant to discuss and consider which of the New AM Fee
Structure, the current fee structure of IOR, and the fee structure proposed by the Claimant wasmore appropriate. Instead, the Asset Management Company referred only to the results of thevoting at the 2020 Unitholders’ Meeting, rejecting the proposal of the Claimant in a desultorymanner, thereby showing an attitude of disregard for the IOR unitholders’ interests.
c. Mr. Toru Sugihara’s qualification as an executive director
As stated in items a. and b. above, it is considered that the governance system of IOR is
inadequate to realize the fundamental principle of increasing the unitholders’ value.
One of the reasons why these governance issues have not been resolved is that the current
32executive director, who was a supervisory director at the time of the 2020 Unitholders’Meeting, has no practical experience in the real estate industry or experience in the asset
management of investment corporations and is extremely busy serving as the representative
director of another company that provides consulting services including accounting andtaxation services, and thus is not fully engaged in his duties as an executive director of IOR.
Taking this into consideration, and in order to resolve such governance issues, the Claimantbelieves it is critical to appoint not only a supervisory director but also an executive director
from outside the corporation, have the executive directors appropriately negotiate with theAsset Management Company on the AM fees from the viewpoint of protecting the IOR
unitholders’ interests, and have both of the executive director and the supervisory director
monitor the governance of IOR through flexible management by the board of directors.
Mr. Toru Sugihara has significant knowledge and experience in the practice of investment
corporations, including many years of practical experience in the real estate industry, deep
experience in asset management at listed J-REITs, and prior experience as an executive
director of a listed J-REIT. Therefore, he is able to supplement the lack of practical ability of
IOR to verify the appropriateness of the fee structures, and quickly recognize and respond,
flexibly and appropriately, to events that are contrary to the IOR unitholders’ interests. From
this perspective, the Claimant hereby requests the appointment of Mr. Toru Sugihara,Manager of Berkeley Global, LLC (Star Asia Group), as an executive director.
The term of office of the executive director under this proposal shall expire at the time of
conclusion of the unitholders’ meeting convened by IOR pursuant to Article 9, Paragraph 2 ofthe current Articles of Incorporation of IOR so that such term of office expires at the sametime as the expiration of the term of office of the current executive director as provided in
Article 19, Paragraph 3 of the current Articles of Incorporation.
Ichigo Office’s Position on Proposal 12
Ichigo Office believes that Proposal 12 does not contribute to shareholder value, and opposes
Proposal 12.
Ichigo Office believes that linking asset management fees with shareholder profits contributes
to maximizing the dividend and shareholder value. Ichigo Office’s asset management fee
structure was thoughtfully designed, and as mentioned in the Proposal 1 rationale, this fee
structure incentivizes the asset management company to help Ichigo Office differentiate itself
and achieve strong long-term returns.
Mr. Toru Sugihara, the candidate proposed under Proposal 12, has expressed views on Ichigo
Office’s asset management fee structure without an adequate understanding of the underlying
rationale or background, and has stated that Ichigo Office’s governance structure must be
strengthened, claiming that Ichigo Office’s fee structure does not drive shareholder value andis unreasonable and inappropriate, and that there were significant problems with Ichigo
Office’s disclosures for the 2020 Shareholder Meeting. However, as explained in the Proposal
1 rationale, Ichigo Office’s fee structure does indeed lead to increased shareholder value andthere were no problems with Ichigo Office’s disclosures for the 2020 Shareholder Meeting.
Therefore, Ichigo Office does not believe it is necessary to appoint Mr. Sugihara as an Ichigo
Office Executive Director. Ichigo Office instead proposes the nomination of Mr. Kagiyama(Proposal 5) as an additional Executive Director in order to further drive shareholder value.
Mr. Sugihara has been an employee of Star Asia Group since 2015, and is a Manager of Star
Asia Group’s Berkeley Global, LLC, the shareholder requesting to convene this EGM. Star
Asia Investment Corporation, managed by Star Asia Group, competes for investments with
Ichigo Office, resulting in a conflict of interest. If Mr. Sugihara is appointed as an Executive
Director, there is a concern that, due to his economic reliance on Star Asia Group (discussed
further below), he may use his position as Executive Director to make decisions and act in a33

way that would prioritize the profits and interests of Star Asia Group over the profits of Ichigo
Office and Ichigo Office shareholders when making decisions for Ichigo Office.
Because Mr. Sugihara would receive a monthly Director compensation of JPY 10,000 under
Proposal 14, he was asked to clarify his position with Star Asia Group during a meeting heattended with all of Ichigo Office’s Directors. Ichigo Office confirmed that Mr. Sugihara
currently intends to remain a Star Asia Group employee and maintain his relationship withStar Asia Group. That is, he expects to continue receiving economic support from Star Asia
Group, even were he to be appointed as Ichigo Office’s Executive Director. Under suchcircumstances, Ichigo Office believes that it would be difficult to expect Mr. Sugihara tofulfill his Executive Director role prioritizing Ichigo Office shareholders independently ofStar Asia Group, regardless of how sincere and honorable he may be. Although he didmention that he will consider leaving Star Asia Group if requested by shareholders, if he were
truly independent from Star Asia Group he should proactively clear any concerns regarding
business-related conflicts of interest even without the urging of shareholders.
Given the above, Ichigo Office believes it is not appropriate to appoint Mr. Sugihara as an
Executive Director.
Proposal 13: Appointment of Mr. Akihiko Fujinaga as a supervisory director[Summary of Proposal]
To appoint the following candidate as a supervisory director:
Candidate: Mr. Akihiko Fujinaga (Date of Birth: August 25, 1956)<Profile and Other Major Positions Held Concurrently>
Apr 1980 Joined Tokio Marine Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire Insurance Co., Ltd.)Sep 2001 Manager of Finance and Accounting Department and Executive Director,
Japan Real Estate Asset Management Co., Ltd. (seconded)
May 2006 Manager of Management Planning Division,
Secured Capital Japan Co., Ltd. (currently PAG Investment Management Ltd)Apr 2007 Senior Vice President and Executive Director, New City Corporation K.K.
Dec 2007 CFO and Director, MS Real Estate Advisors K.K.
Jan 2009 COO and Executive Director, LaSalle Investment Management K.K.
Jan 2015 Senior Executive Advisor, LaSalle Investment Management K.K.
Feb 2017 President & Representative Director, Tosei Asset Advisors, Inc.
Feb 2020 Chairperson of the Board, Tosei Asset Advisors, Inc.
Feb 2022 Left Tosei Asset Advisors, Inc.
(Note 1)
As of March 17, 2023, the above candidate does not hold any investment units of IOR.
(Note 2)
The above candidate and IOR do not have any special relationship with each other.
[Reason for Proposal]
As stated in the “Reason for Proposal” in “(4) Appointment of Mr. Toru Sugihara as an
executive director” above, it is considered that the governance system of IOR has not been
well established to realize the fundamental principle of increasing the unitholders’ value. In
order to resolve such issues on the governance system, the Claimant believes it is critical to34

appoint one executive director and one supervisory director from outside the corporation,
have the executive directors appropriately negotiate with the Asset Management Company on
the AM fees from the viewpoint of protecting the IOR unitholders’ interests, and have both ofthe executive director and the supervisory director monitor the governance of IOR through theflexible management by the board of directors.
Mr. Akihiko Fujinaga has held important positions such as a president, executive director andother similar positions at many prominent real estate companies and asset managementcompanies of listed J-REITs and is a person who is extremely well versed in real estate
investment management practices. In addition, he has deep knowledge in the field of finance,
having served as Manager of Finance and Accounting Department of Japan Real Estate AssetManagement Co., Ltd. and CFO of MS Real Estate Advisors K.K., which enables him toanalyze and supervise both the appropriateness of the fee formula itself based on his
knowledge of the real estate industry and the appropriateness of the payments based on his
knowledge of the field of finance. Therefore, he is an appropriate person to be a supervisory
director of IOR, where the appropriateness of the AM fee structure is in issue.
From this perspective, the Claimant hereby requests the appointment of Mr. Akihiko Fujinaga
as a supervisory director.
Pursuant to Article 18 of the Articles of Incorporation of IOR, the number of the supervisory
directors shall be at least one more than the number of the executive directors. The term ofoffice of the supervisory director under this proposal shall expire at the time of conclusion of
the unitholders’ meeting convened by IOR pursuant to Article 9, Paragraph 2 of the current
Articles of Incorporation of IOR so that such term of office expires at the same time as the
expiration of the term of office of the current supervisory director as provided in Article 19,
Paragraph 3 of the current Articles of Incorporation.
Ichigo Office’s Position on Proposal 13
Ichigo Office believes that Proposal 13 does not contribute to shareholder value, and opposes
Proposal 13.
Berkeley Global has proposed the appointment of Mr. Akihiko Fujinaga as Supervisory
Director due to his ability to “analyze and supervise both the appropriateness of the fee
formula itself based on his knowledge of the real estate industry and the appropriateness ofthe payments based on his knowledge of the field of finance.” (excerpt from translation
provided by Berkeley Global)
Ichigo Office opposes this proposal because the reasonableness of our asset management fee
structure has already been established, and the asset management company has performed
well in line with the incentives provided by this asset management fee structure. Ichigo Officebelieves that the appointments of Mr. Kagiyama and Mr. Maruo as the Executive Director andSupervisory Director nominated under Proposals 5 and 6 will add further insights into the realestate and finance industries to conduct additional reviews of the asset management fee
structure going forward, and do not believe it is necessary to appoint Mr. Fujinaga as anadditional Supervisory Director.
All of Ichigo Office’s Directors interviewed Mr. Fujinaga and deliberated on his credentials,
track record, and expertise. However, in light of Mr. Fujinaga’s relationship with Mr.
Sugihara, Ichigo Office cannot rule out the possibility that he may prioritize the conflictedinterests of Mr. Sugihara.
Given the above, Ichigo Office believes it is not appropriate to appoint Mr. Fujinaga as
Supervisory Director.
35

Proposal 14: Partial amendments to the Articles of Incorporation (regarding adoption of a cap
on remuneration for Executive Directors and Supervisory Directors)[Summary of Proposal]
To add the following provision as Item 3 of Article 20 of the Articles of Incorporation of IOR:
(3) The maximum total amount of remuneration for all executive directors and supervisory
directors set forth in the first sentence of Item 1 and the first sentence of Item 2 shall be
1,090,000 yen per month.
[Reason for Proposal]
The increase in the number of executive directors and supervisory directors proposed in “(4)Appointment of Mr. Toru Sugihara as an executive director” and “(5) Appointment of Mr.
Akihiko Fujinaga as a supervisory director” above is a measure to improve the corporate
governance of IOR and is intended to maintain and increase the IOR unitholders’ interests.
From the perspective of avoiding an unnecessary increase in the cost burden of IOR due to anincrease in the number of such directors, the total amount of remuneration should be limitedin order to keep it within a reasonable range.
The amount of 1,090,000 yen per month proposed as the upper limit of the total amount of
remuneration for the executive directors and the supervisory directors is comprised of the sumof: (i) the amount of the monthly remuneration for the current directors that can be confirmedin the asset management report for the 34th fiscal period of IOR; (ii) 10,000 yen per month as
the remuneration for the executive director who is requested to be newly appointed; and (iii)the monthly amount as the remuneration for the supervisory director who is requested to be
newly appointed, which is the same amount currently paid for the other current supervisory
directors. The specific breakdown is as follows:
Current executive director:
Two current supervisory directors:
New executive director:
New supervisory director:

360,000 yen per month
480,000 yen per month
10,000 yen per month
240,000 yen per month

Ichigo Office’s Position on Proposal 14
Ichigo Office believes that Proposal 14 does not contribute to shareholder value, and opposes
Proposal 14.
Director compensation is very important for shareholders. In order to ensure transparency andobjectivity with respect to Director compensation, Ichigo Office proposes that Director
compensation be determined via Shareholder Meeting approval rather than by Ichigo Office’s
Board of Directors.
Under Proposal 14, in order to avoid an increase in expenses as a result of additional
directors, Berkeley Global is proposing a substantial reduction in the upper compensation
limit, while retaining the right of the Board to determine Director compensation. Ichigo Officebelieves that Berkeley Global’s proposal is inappropriate because it is based on theassumption that a newly appointed Executive Director will be paid only a nominal
compensation.
If Director compensation is determined via the shareholder-oriented decision process
proposed in Proposal 7, concerns of unreasonable Director compensation expenses will beeliminated. In addition, shareholders will be able to determine the compensation amountwhile taking into account general price and wage trends, as well as Ichigo Office’s
36performance. Thus, Ichigo Office believes that Proposal 7 is appropriate.

37