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 13, 2023
IssuerIchigo Office REIT Investment Corporation (“Ichigo Office,” 8975)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Keisuke Chiba, Executive Director
www.ichigo-office.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Yuji Kamo, Head of Ichigo OfficeTel: +81-3-3502-4891

Second Amendment: Materials for the Fourteenth Shareholder Meeting
Ichigo Office made amendments to the EGM Materials for the Extraordinary Shareholder Meeting(Fourteenth Shareholder Meeting, “EGM”) scheduled for June 23, 2023 due to the withdrawal of
one of Berkeley Global, LLC’s (“Berkeley Global”) shareholder proposals, Proposal 10, as
announced in the June 9, 2023 release “Ichigo Office’s Position on Berkeley Global’s Shareholder
Proposal Withdrawal.” Ichigo Office amended the EGM Materials because there were changes tothe proposals on the EGM agenda with respect to 1) Deemed Approval treatment and 2) voting
treatment of conflicting proposals.
Subsequently, Ichigo Office received another withdrawal notification and agreed to also accept thatwithdrawal, as announced in today’s release “Ichigo Office’s Position on Berkeley Global’s Second
Shareholder Proposal Withdrawal.” Ichigo Office will ask for shareholder approval of thewithdrawal of Proposal 9 at the EGM to be held on Friday, June 23, 2023, and will withdraw the
proposal upon approval. (In addition, Ichigo Office will not make any changes to Proposal 1.)
Because there will be additional changes to the proposals on the EGM agenda with respect to 1)
Deemed Approval treatment and 2) voting treatment of conflicting proposals, Ichigo Office ismaking a second amendment to the EGM materials.
Ichigo Office will propose the withdrawals of Proposal 9 and Proposal 10 for shareholder approvalat the EGM and, upon approval, Proposal 9 and Proposal 10 will be withdrawn.
For updated details on voting treatment, please see 2. Voting Treatment below.
Note 1: The withdrawal of Proposal 9 is contingent on Ichigo Office’s Board of Directors notwithdrawing or revising Proposal 1, and Proposal 1 remaining on the EGM agenda. The withdrawalof Proposal 10 is contingent on Ichigo Office’s Board of Directors not withdrawing or revising
Proposal 2, and Proposal 2 remaining on the EGM agenda.
Note 2: The amendments to the EGM materials on June 9, 2023 include minor amendments inaddition to those regarding 1) Deemed Approval treatment and 2) voting treatment of conflicting
proposals.

1

(Reference)
EGM 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)
(To be withdrawn upon shareholder approval at the EGM)
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)
(To be withdrawn upon shareholder approval at the EGM)
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 of Merger
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)
1. Amendments to the EGM Materials
Ichigo Office has double underlined the second amendments made to the EGM materials. The firstamendments are underlined with a single line for reference.

2

3. Agenda (Page 4)(First Amendment)
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 arecast on both proposals (including cases where For votes are cast on either Proposal 3 or 4 andProposal 11), such votes will be deemed invalid.
After the electronic provision of the EGM materials, Ichigo Office received a notification fromBerkeley Global that they are withdrawing Proposal 10, contingent on Ichigo Office’s Board of
Directors not withdrawing or revising Proposal 2, and Proposal 2 remaining on the EGM agenda,
and Ichigo Office has agreed to this withdrawal. Ichigo Office will propose the withdrawal of
Proposal 10 for shareholder approval at the EGM, and upon approval, Proposal 10 will bewithdrawn (Ichigo Office will not make any changes to Proposal 2). If Proposal 10 is withdrawn,
the exercise of voting rights for Proposal 10 will be invalid because Proposal 10, a proposal
conflicting with Proposal 2, will no longer on the EGM agenda. Furthermore, For votes for either
Proposal 2 or Proposal 10 will be treated as For votes for Proposal 2.
(Second Amendment)
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 arecast on both proposals (including cases where For votes are cast on either Proposal 3 or 4 andProposal 11), such votes will be deemed invalid.
After the electronic provision of the EGM materials, Ichigo Office received a notification fromBerkeley Global that they are withdrawing Proposal 9, contingent on Ichigo Office’s Board of
Directors not withdrawing or revising Proposal 1, and Proposal 1 remaining on the EGM agenda,
and Ichigo Office has agreed to this withdrawal. Ichigo Office will propose the withdrawal of
Proposal 9 for shareholder approval at the EGM, and upon approval, Proposal 9 will be withdrawn(Ichigo Office will not make any changes to Proposal 1). If Proposal 9 is withdrawn, the exercise of
voting rights for Proposal 9 will be invalid because Proposal 9, a proposal conflicting with Proposal
1, will no longer on the EGM agenda. Furthermore, For votes for either Proposal 1 or Proposal 9
will be treated as For votes for Proposal 1.
In addition, Ichigo Office received a notification from Berkeley Global that they are withdrawing
Proposal 10, contingent on Ichigo Office’s Board of Directors not withdrawing or revising Proposal
2, and Proposal 2 remaining on the EGM agenda, and Ichigo Office has agreed to this withdrawal.
Ichigo Office will propose the withdrawal of Proposal 10 for shareholder approval at the EGM, andupon approval, Proposal 10 will be withdrawn (Ichigo Office will not make any changes to Proposal
2). If Proposal 10 is withdrawn, the exercise of voting rights for Proposal 10 will be invalid because
Proposal 10, a proposal conflicting with Proposal 2, will no longer on the EGM agenda.
Furthermore, For votes for either Proposal 2 or Proposal 10 will be treated as For votes for Proposal
2.

3

EGM Proposals Treatment (Pages 4 and 5)(First Amendment)
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 (Ichigo Office also received an objection notification from Berkeley
Global regarding Ichigo Office’s Proposals 5 and 6 at a later date). 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 has announced 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)

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 ofYuji Maruo as Supervisory
Director
Proposal 7: Amendment to
the Articles of Incorporation(Reduce upper limit on
Director compensation and
add Director compensation
shareholder approvalrequirement)

Berkeley Global Proposals

Conflict
Treatment

DeemedApproval
Treatment

Proposal 9: Partial
N/A
amendments to the Articles ofConflicting (Investment
Incorporation (regarding
Proposals1 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
Proposals1 Trusts Act/
Performance Fee, andAOI)2
adoption of Asset Acquisition
Fee and Asset Sale Fee)
Proposal 11: Partial
amendments to the Articles ofIncorporation (regarding
N/Aabolition of Gains on Merger Conflicting (Investment
Performance Fee and Gains
Proposals1 Trusts Act/on REIT TOB Sale
AOI)
Performance Fee, andadoption of Merger Fee)
Proposal 12: Appointment of
N/A
Mr. Toru Sugihara as an(AOI)
executive director
Proposal 13: Appointment of
N/A
Mr. Akihiko Fujinaga as a
(AOI)
supervisory director
Proposal 14: Partial
amendments to the Articles of
N/A
Incorporation (regarding
Conflicting (Investment
adoption of a cap on
Proposals1 Trusts Act/remuneration for Executive
AOI)
Directors and Supervisory
Directors)
4

Proposal 8: Amendment to
the Articles of Incorporation
Applicable(Change upper limit on
number of Directors)
1
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), suchvotes will be void.
After the electronic provision of the EGM materials, Ichigo Office received a notificationfrom Berkeley Global that they are withdrawing Proposal 10, contingent on Ichigo Office’s
Board of Directors not withdrawing or revising Proposal 2, and Proposal 2 remaining on the
EGM agenda, and Ichigo Office has agreed to the withdrawal. Ichigo Office will propose
the withdrawal of Proposal 10 for shareholder approval at the EGM, and upon approval,
Proposal 10 will be withdrawn (Ichigo Office will not make any changes to Proposal 2). If
Proposal 10 is withdrawn, the exercise of voting rights for Proposal 10 will be invalid
because Proposal 10, a proposal conflicting with Proposal 2, will no longer on the EGM
agenda. Furthermore, For votes for either Proposal 2 or Proposal 10 will be treated as For
votes for Proposal 2.
2

As described above, if Proposal 10 is withdrawn, the Deemed Approval provision will beapplied to Proposal 2 because there will no longer be a conflicting proposal on the EGM
agenda.

Given the above, the Deemed Approval provision will not be applied to the proposals on
the EGM agenda except Proposal 8 (and Proposal 2 if Proposal 10 is withdrawn). With
respect to Proposal 8 (and Proposal 2 if Proposal 10 is withdrawn) 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, youwill be deemed to be in favor of the proposal.

5

(Second Amendment)
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 (Ichigo Office also received an objection notification from Berkeley
Global regarding Ichigo Office’s Proposals 5 and 6 at a later date). 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 has announced 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)

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 ofYuji Maruo as Supervisory
Director
Proposal 7: Amendment to
the Articles of Incorporation(Reduce upper limit on
Director compensation and
add Director compensation
shareholder approvalrequirement)

Berkeley Global Proposals

Conflict
Treatment

DeemedApproval
Treatment

Proposal 9: Partial
N/A
amendments to the Articles ofConflicting (Investment
Incorporation (regarding
Proposals1 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
Proposals1 Trusts Act/
Performance Fee, andAOI)2
adoption of Asset Acquisition
Fee and Asset Sale Fee)
Proposal 11: Partial
amendments to the Articles ofIncorporation (regarding
N/Aabolition of Gains on Merger Conflicting (Investment
Performance Fee and Gains
Proposals1 Trusts Act/on REIT TOB Sale
AOI)
Performance Fee, andadoption of Merger Fee)
Proposal 12: Appointment of
N/A
Mr. Toru Sugihara as an(AOI)
executive director
Proposal 13: Appointment of
N/A
Mr. Akihiko Fujinaga as a
(AOI)
supervisory director
Proposal 14: Partial
amendments to the Articles of
N/A
Incorporation (regarding
Conflicting (Investment
adoption of a cap on
Proposals1 Trusts Act/remuneration for Executive
AOI)
Directors and Supervisory
Directors)

6

Proposal 8: Amendment to
the Articles of Incorporation
Applicable(Change upper limit on
number of Directors)
1
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), suchvotes will be void.
After the electronic provision of the EGM materials, Ichigo Office received a notificationfrom Berkeley Global that they are withdrawing Proposal 9, contingent on Ichigo Office’s
Board of Directors not withdrawing or revising Proposal 1, and Proposal 1 remaining on the
EGM agenda, and Ichigo Office has agreed to the withdrawal. Ichigo Office will propose
the withdrawal of Proposal 9 for shareholder approval at the EGM, and upon approval,
Proposal 9 will be withdrawn (Ichigo Office will not make any changes to Proposal 1). If
Proposal 9 is withdrawn, the exercise of voting rights for Proposal 9 will be invalid because
Proposal 9, a proposal conflicting with Proposal 1, will no longer on the EGM agenda.
Furthermore, For votes for either Proposal 1 or Proposal 9 will be treated as For votes for
Proposal 1.
In addition, after the electronic provision of the EGM materials, Ichigo Office received anotification from Berkeley Global that they are withdrawing Proposal 10, contingent on
Ichigo Office’s Board of Directors not withdrawing or revising Proposal 2, and Proposal 2
remaining on the EGM agenda, and Ichigo Office has agreed to the withdrawal. Ichigo
Office will propose the withdrawal of Proposal 10 for shareholder approval at the EGM,
and upon approval, Proposal 10 will be withdrawn (Ichigo Office will not make anychanges to Proposal 2). If Proposal 10 is withdrawn, the exercise of voting rights for
Proposal 10 will be invalid because Proposal 10, a proposal conflicting with Proposal 2,
will no longer on the EGM agenda. Furthermore, For votes for either Proposal 2 or Proposal
10 will be treated as For votes for Proposal 2.
2

As described above, if Proposal 9 is withdrawn, the Deemed Approval provision will beapplied to Proposal 1 because there will no longer be a conflicting proposal on the EGM
agenda. In addition, as described above, if Proposal 10 is withdrawn, the Deemed Approval
provision will be applied to Proposal 2 because there will no longer be a conflicting
proposal on the EGM agenda.

Given the above, the Deemed Approval provision will not be applied to the proposals on
the EGM agenda except Proposal 8 (and Proposal 1 if Proposal 9 is withdrawn and
Proposal 2 if Proposal 10 is withdrawn). With respect to Proposal 8 (and Proposal 1 if
Proposal 9 is withdrawn and Proposal 2 if Proposal 10 is withdrawn) 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, youwill be deemed to be in favor of the proposal.

72. Voting Treatment
If Proposals 9 and 10 are withdrawn, the treatment of each proposal on the EGM agenda will be as
follows. The conflicting Ichigo Office and Berkeley Global proposals are in the boxes below
outlined in bold.
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)
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 ofYuji Maruo as Supervisory
Director
Proposal 7: Amendment to
the Articles of Incorporation(Reduce upper limit on
Director compensation and
add Director compensation
shareholder approvalrequirement)
Proposal 8: Amendment to
the Articles of Incorporation(Change upper limit on
number of Directors)

Berkeley Global Proposals

Conflict
Treatment

DeemedApproval
Treatment(Proposal 9: Withdrawn)
Applicable(Proposal 10: Withdrawn)
Applicable
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 12: Appointment of
N/A
Mr. Toru Sugihara as an(AOI)
executive director
Proposal 13: Appointment of
N/A
Mr. Akihiko Fujinaga as a
(AOI)
supervisory director
Proposal 14: Partial
amendments to the Articles of
N/A
Incorporation (regarding
Conflicting (Investment
adoption of a cap on
Proposals Trusts Act/remuneration for Executive
AOI)
Directors and Supervisory
Directors)
Applicable(1) Deemed Approval Treatment
If Proposals 9 and 10 are withdrawn, Deemed Approval will be applied to Proposals 1, 2, and 8, asshown above. Therefore, if a shareholder does not attend the shareholder meeting and does not
exercise voting rights, the shareholder shall be deemed to be in favor of the proposals.

8(2) Treatment of Votes Submitted Via Voting Forms(Treatment of Votes for Conflicting Proposals)
Please note that in cases where For votes are cast on conflicting proposals (proposals in boxes
outlined in bold above), including cases where For votes are cast on either Proposal 3 or 4 and also
on Proposal 11, such votes will be invalid.
If Proposal 9 is withdrawn, the exercise of voting rights for Proposal 9 will be invalid because
Proposal 9, a proposal conflicting with Proposal 1, will no longer on the EGM agenda. Furthermore,
For votes for either Proposal 1 or Proposal 9 will be treated as For votes for Proposal 1.
If Proposal 10 is withdrawn, the exercise of voting rights for Proposal 10 will be invalid because
Proposal 10, a proposal conflicting with Proposal 2, will no longer on the EGM agenda.
Furthermore, For votes for either Proposal 2 or Proposal 10 will be treated as For votes for
Proposal 2.
Reference
Ichigo Office is correcting the voting deadline written on the voting form, as announced in the June
9, 2023 release “Amendments: Materials for the Fourteenth Shareholder Meeting.”(Before Correction)
Please ensure your voting form arrives no later than Thursday, June 22, 2023, 6p.m. JST.
(After Correction)
Please ensure your voting form arrives no later than Thursday, June 22, 2023, 6:15p.m. JST.
As written on page 1 of the EGM materials, voting forms that are received by Thursday, June 22,2023, 6:15p.m. JST will be treated as valid votes.

9