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 14, 2024
IssuerIchigo Office REIT Investment Corporation (“Ichigo Office,” 8975)
2-6-1 Marunouchi, 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: +81-3-4485-5231

Proposed Amendments to Articles of Incorporation, Director Candidates,
Director Compensation, and Independent Auditor Candidate
for Shareholder Approval at Fifteenth Shareholder Meeting
Ichigo Office’s Board of Directors decided today to submit the following amendments
to its Articles of Incorporation (AOI), Director candidates, Director compensation, andIndependent Auditor candidate for approval at its Fifteenth Shareholder Meetingscheduled on July 20, 2024.
1. Proposed Amendments to the AOI (1)(1) Pursuant to the amendments stipulated under the Supplementary Provisions No. 3 of
the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act
Partially Amending the Companies Act (Act No. 71 of 2019), effective September 1,
2022, Ichigo Office is proposing to stipulate electronic provision measures for thecontents of shareholder meeting reference materials and omit all or part of theinformation provided in electronic versions of reference materials and required
under the Order for Enforcement of the Act on Investment Trusts and Investment
Corporations (Cabinet Order No. 129 of 2000, including subsequent revisions) fromdocuments to be provided to shareholders that have requested paper copies (Article
9, Clauses 5-6).
(Amended areas underlined)
Article 9

Current
Shareholder Meeting Convocation

Article 9

After Amendment
Shareholder Meeting Convocation

1. – 4. (omitted)

1. – 4. (no change)(NEW)

5. The Investment Corporation will provide
electronic versions of the contents ofshareholder meeting reference materials
related to the convocation of shareholder
meetings.

1

Current

After Amendment
6. The Investment Corporation is able to omit
all or part of the information provided inelectronic versions of reference materials andrequired under the Order for Enforcement of
the Act on Investment Trusts and Investment
Corporations (Cabinet Order No. 129 of 2000,
including subsequent revisions) fromdocuments to be provided to shareholders thathave requested paper copies.

(NEW)(2) Because it is necessary for Ichigo Office to make investments pursuant to the Smalland Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949, including
subsequent revisions) and Shinkin Bank Act (Act No. 238 of 1951, including
subsequent revisions) when borrowing funds via loans from credit associations or
credit unions (shinkin banks), Ichigo Office is proposing to add these investments to
its scope of investments (Article 31, Clause 5).
(Amended areas underlined)
Current
After Amendment
Article 31 Asset Type, Objective, and Scope Article 31 Asset Type, Objective, and Scopeof Managed Assetsof Managed Assets
1. – 4. (omitted)

1. – 4. (no change)

5. In addition to real estate-related assets andassets specified under the above clauses, theInvestment Corporation is able to invest in thefollowing assets as necessary for investments
in real estate-related assets.

5. In addition to real estate-related assets andassets specified under the above clauses, theInvestment Corporation is able to invest in thefollowing assets as necessary for investments
in real estate-related assets.

(1) – (11) (omitted)(1) – (11) (no change)(NEW)(12) Investments stipulated under the Smalland Medium-Sized Enterprise Cooperatives
Act (Act No. 181 of 1949, including
subsequent revisions), limited to investments
necessary for the Investment Corporation toborrow funds.

(NEW)(13) Investments stipulated under the Shinkin
Bank Act (Act No. 238 of 1951, including
subsequent revisions), limited to investments
necessary for the Investment Corporation toborrow funds.

(12) Incidental rights acquired with realestate-related assets (including but not limited
to rights to use fitness gyms used by tenantsof managed assets and other rights.)(14) Incidental rights acquired with realestate-related assets (including but not limited
to rights to use fitness gyms used by tenantsof managed assets and other rights.)

6. (omitted)

6. (no change)2(3) Pursuant to the stipulation of “Total Investments” as a result of revisions to theInvestment Trust and Investment Corporation Act and Ordinance on Accounting at
Investment Corporations (Cabinet Order No. 47 of 2006, including subsequent
revisions), Ichigo Office is proposing to similarly stipulate “Total Investments” in its
AOI (Article 37).
(Amended areas underlined)
Current
Article 37 Dividend Distribution Policy

After Amendment
Article 37 Dividend Distribution Policy

The Investment Corporation distributes
dividends based on the following policy.

The Investment Corporation distributes
dividends based on the following policy.

(1) Distribution of earnings(i) Of the total shareholder dividend
amount, the Investment Corporation’s
earnings (hereinafter referred to as“distributable amount”) are earnings
calculated based on accounting practices
commonly accepted as fair andreasonable.

(1) Distribution of earnings(i) Of the total shareholder dividend
amount, the Investment Corporation’s
earnings (in cases where net assets
recorded under the Investment
Corporation’s balance sheet exceed thetotal investment amounts recorded undereach accounting item stipulated under theOrdinance on Accounting at Investment
Corporations (Cabinet Order No. 47 of2006, including subsequent revisions)(hereinafter referred to as “total
investment amount”), the amount equal to
net assets minus total investment amount)(hereinafter referred to as “distributableamount”) are calculated based on
accounting practices commonly accepted
as fair and reasonable.
(ii) (no change)(ii) (omitted)(2) – (5) (omitted)(2) – (5) (no change)(4) To reflect revisions in line with the addition of new clauses and changes to existingclauses other than the above amendments (Article 29).
Current
Article 29 Basic Asset Management Policy

After Amendment
Article 29 Basic Asset Management Policy

The Investment Corporation primarily
manages investments in real estate assets (asstipulated under the Regulations for
Enforcement of the Act on Investment Trusts
and Investment Corporation (Cabinet OrderNo. 129 of 2000, including subsequent
revisions) (hereinafter referred to as“Regulations for the Enforcement of
Investment Trust Act” Article 105, Clause 1)
to generate stable long-term earnings.

The Investment Corporation primarily
manages investments in real estate assets (asstipulated under the Regulations for the
Enforcement of Investment Trust Act Article
105, Clause 1) to generate stable long-term
earnings.

3

2. Proposed Amendments to the AOI (2)Ichigo Office implements a no fixed fee, performance fee-only asset management fee
structure where Ichigo Office’s asset management company is paid only when it
delivers positive performance for shareholders. Ichigo Office also believes that paying
the asset management company an appropriate asset management fee to maintain highquality asset management services is important to maximizing shareholder value. Ichigo
Office continuously evaluates its fee structure to verify that it generating strongalignment between Ichigo Office’s asset management company activities and value
creation for Ichigo Office shareholders, and is proposing to revise the Gains on Merger
Performance Fee and Gains on REIT TOB Sale Performance Fee in order to further
strengthen alignment between the asset management company and Ichigo Office’s
shareholders (Attachment Items 3-4).
(1) Reduction in Gains on Merger Performance Fee and Gains on REIT TOB Sale
Performance Fee
Ichigo Office is proposing to reduce the Gains on Merger Performance Fee and Gainson REIT TOB Sale Performance Fee.
Rate
BeforeAfter

Fee Structure
Gains on Merger
Performance Fee
Gains on REIT TOB
Sale Performance Fee

Unrealized Gains per Share x
Number of Shares Outstanding x
Rate
Unrealized Gains per Share x
Number of Shares Outstanding x
Rate

15%

10%

15%

10%

(2) Change in Definition of Unrealized Gains Used to Calculate the Gains on Merger
Performance Fee from Appraisal Value to Ichigo Office Share Value
Under the current AOI, the Gains on Merger Performance Fee is based on increases inappraisal value of Ichigo Office’s real estate assets. Ichigo Office is proposing to change
this to increases in Ichigo Office share value in order to align Ichigo Office’s asset
management company more strongly with shareholders via focusing on increasing
Ichigo Office’s share value.

4

(Amended areas underlined)
Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

The Investment Corporation shall pay thedesignated asset management fees to thefinancial instruments dealer in which it
entrusts the management of assets (the “AssetManagement Company”), in accordance withthe payment calculation method and timing
specified below.

(no change)

The Investment Corporation shall pay thedesignated asset management fees,
corresponding consumption tax, and local
consumption tax to the Asset Management
Company. In cases where the calculation
generates a negative figure, it shall be treatedas a zero; when it generates a fraction smaller
than JPY 1, the fraction shall be rounded off.

(no change)

1. – 2. (omitted)

1. – 2. (no change)

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 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%.

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the Investment
Corporation’s share price as determined by
the merger ratio minus net assets per share at
the time the merger agreement is approved at
the Investment Corporation’s shareholder
meeting (as defined below) by the number ofshares outstanding at the time of the merger
and multiplying by 10%.

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

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

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

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

5

Current
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 due tothe merger.

After Amendment
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 due to themerger does not continue to manage the assets
under management due to the merger.

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 Timeof the Merger Agreement is based upon the
net assets divided by the number of 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 at the time of the merger agreement
divided by the number of shares outstandingat the time of the merger agreement.

The Gains on Merger Performance Fee willarise when the merger agreement is signed,
contingent on the merger closing, and thepayment date shall be within one month of themerger date.

The Gains on Merger Performance Fee willarise when the merger takes effect, and thepayment date shall be within one month of themerger date.

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 (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%.

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 10%.

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.

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 10%However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.

6

Current
A TOB sale is completed when theInvestment Corporation’s shares are acquiredby a third party other than the current asset
management company of the Investment
Corporation via a TOB, and the asset
management company is to change after the
TOB. “Net Assets per Share at the time of the
TOB” refers to net assets at the end of the
TOB share acquisition period (before
deduction of the Gains on REIT TOB Sale
Performance Fee) divided by the number ofshares outstanding at that time.

After Amendment(no change)

The Gains on REIT TOB Sale Performance(no change)
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
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.)
3. Nomination of Directors
Due to the expiration of the Directors’ current terms of office as of the end of the
Shareholder Meeting scheduled for July 20, 2024, Ichigo Office’s Board of Directors is
proposing the re-election of Executive Director Takafumi Kagiyama and Supervisory
Directors Noriko Ichiba and Yuji Maruo.
To ensure the minimum number of Directors as required by law, Ichigo Office’s Boardof Directors is also proposing the election of a new Alternate Executive Director and a
new Alternate Supervisory Director.
(1) Executive Director Candidate(2) Supervisory Director Candidates(3) Alternate Executive Director Candidate(4) Alternate Supervisory Director Candidate

7

Takafumi Kagiyama
Noriko Ichiba
Keisuke Chiba
Nagahisa Kita

Yuji MaruoCandidate Profiles
Title

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
December 1981
August 1984
June 1985
May 1990
June 1994
May 1996
June 1998
January 2001
January 2003

Executive
Director
Candidate

October 2005

Takafumi Kagiyama(April 17, 1956)

April 2006
May 2010

April 2011

April 2020
August 2021
June 2023

8

Arthur Andersen and Company
Qualified as Certified Public Accountant(California)
Kumagai Gumi Co., Ltd., North America
BranchBarings Securities Japan Ltd., Tokyo
BranchLehman Brothers Japan Inc., Tokyo
Branch
D.E. Shaw Securities, Tokyo Branch
Chief Operating Officer, Morgan Stanley
Japan Limited, Tokyo BranchManaging Director, Morgan Stanley Japan
Limited, Tokyo Branch
Head of Sales, Equity Group, Morgan
Stanley Japan Limited
Head of Equity Group, Morgan Stanley
Japan Limited
Representative Director, Morgan Stanley
Japan Limited, Tokyo Branch
Executive Officer, Deputy Head ofOperations Division (Special
Assignment), Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd. (secondment)
Executive Officer, Deputy Head ofOperation Management, Sales, &Corporate Divisions (special assignment),
Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd. (secondment)
End of secondment at Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.
Statutory Auditor (Non-Executive),
UBS SuMi TRUST Wealth Management
Co., Ltd.
Executive Director, Ichigo Office REIT
Investment Corporation (current)TitleName(Date of Birth)Supervisory
Director
Candidate

Noriko Ichiba(May 15, 1971)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
Tohmatsu & Co. (presently Deloitte
October 1992
Touche Tohmatsu LLC)
Tadao Kato Accounting Office
July 1997
Taiyo Audit Corporation (presently Grant
August 1999
Thornton Taiyo LLC)
Qualified as Certified Public Accountant
May 2000
November 2002 Representative, Ichiba Certified Public
Accountant Office (current)
Qualified as Certified Tax Accountant
August 2008
Representative, UPRISE Certified Tax
October 2008
Accountant’s Co. (current)
External Auditor, Daiho Corporation
June 2021(current)
Supervisory Director, Ichigo Office REIT
July 2022
Investment Corporation (current)
External Auditor, Nisshinbo Holdings Inc
March 2023
(current)
April 1994
October 2002
August 2006
April 2007
August 2007
August 2008
October 2008

Supervisory
Director
CandidateFebruary 2009
Yuji Maruo(August 21, 1971)

November 2009
November 2010
March 2012
July 2013
February 2014
June 2018
June 2023

9

Fujita Corporation
Meiho Enterprise Co., Ltd.
Executive Officer, Head of Shellze Group
1, Meiho Enterprise Co., Ltd.
Executive Officer, Deputy Head of
Shellze Division and Head of ShellzeGroup 1, Meiho Enterprise Co., Ltd.
Executive Managing Officer, Deputy
Head of Shellze Division and Head of
Shellze Group, Meiho Enterprise Co., Ltd.
Executive Officer, Head of Shellze Group,
Meiho Enterprise Co., Ltd.
Director & Executive Officer, Head of
Shellze Group, Meiho Enterprise Co., Ltd.
Director & Executive Officer, Head of
Shellze Group and Head of Shellze Sales
Group, Meiho Enterprise Co., Ltd.
Director & Executive Officer, Head of
Sales and Head of Business Development,
Meiho Enterprise Co., Ltd.
Director & Executive Managing Officer,
Head of Sales and Head of Business
Development, Meiho Enterprise Co., Ltd.
Executive Officer, Saint Clair Co., Ltd.
Senior Managing Director, Saint ClairCo., Ltd.
Representative Director, Equity Partners
Co., Ltd. (current)
Representative Director, Saint Clair Co.,
Ltd.(current)
Supervisory Director, Ichigo Office REIT
Investment Corporation (current)TitleName(Date of Birth)

Alternate
Executive
Director
Candidate

Keisuke Chiba(September 10, 1979)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
October 2006
Qualified as Attorney at Law (Tokyo Bar
Association)
Atsumi & Partners (presently Atsumi &Sakai)
January 2010
Secondment, Mitsui & Co., Ltd. Legal
Department
September 2014 Hokuto Law Office
May 2016
Partner, Hokuto Law Office (current)
December 2019 Director, Shodensya Holdings Co., Ltd.
(presently SDS Holdings Co., Ltd.)
Director, Shodensya Co., Ltd.
May 2023
Executive Director, Ichigo Office REIT
Investment Corporation (current)
July 2023
Director and Audit Committee Member,
Visionaryholdings Co., Ltd.
December 2012

Alternate
Supervisory
Director
Candidate

January 2013
Nagahisa Kita
(April 15, 1984)

April 2015
January 2018
January 2020

Qualified as Attorney at Law (Tokyo Bar
Association)
Midosuji Legal Profession Corporation
Tokyo OfficePartners Law Office
Representative, AQ Law OfficePartner, Toranomon Daiichi Law Office(current)

Note: None of the Director candidates are related parties of Ichigo Office or its asset
management company nor do they own Ichigo Office shares. Alternate Executive Director
candidate Keisuke Chiba is currently serving as an Executive Director.
4. Director Compensation
Based on the approval at the Fourteenth Shareholder Meeting held on June 23, 2023,
which amended Article 20 of the AOI, Ichigo Office’s executive director compensationand supervisory director compensation are capped at JPY 720,000 and JPY 450,000,
respectively, per person per month, and are subject to shareholder approval at theshareholder meeting.
In accordance with this Article, Ichigo Office’s Board of Directors is proposing
executive director compensation and supervisory director compensation of JPY 360,000
and JPY 240,000, respectively, per person per month, as a reasonable amount in light ofgeneral price and wage trends.
5. Appointment of Independent Auditor
In light of Ichigo’s ongoing growth, Ichigo Office’s Board of Directors has reviewed
and is proposing to change its Independent Auditor to Deloitte Touche Tohmatsu LLC(Deloitte), taking into account Deloitte’s extensive experience and their proposed audit
service fees, which the Board of Directors believes are reasonable and appropriate.

10(1) Overview of New Independent Auditor Candidate
Deloitte Touche Tohmatsu LLC
May 1968
May 1975
October 1986
April 1988
October 1988

Corporate
History

February 1990

April 2001
July 2002
July 2009

Established Tohmatsu Awoki & Co.
Joined Touche Ross International (“TRI”) alliance
Merged with Sanwa & Co. (established in 1973) andchanged company name to Tohmatsu Awoki & Sanwa
Merged with Marunouchi & Co. (established in 1968)
Merged with Nishikata Audit Corporation (established in1969) and Sapporo Dai-ichi Kaikei Audit Corporation(established in 1976)
Merged with Mita Audit Corporation (DH&S-Japanestablished in June 1985) due to the merger of TRI with
Deloitte Haskins & Sells (“DH&S”) in the U.S.; Changed
company name to Tohmatsu & Co.
Merged with SAN-AI Audit Corporation (established in
May 1983)
Merged with Seiwa Audit Corporation (established in 1974)
Converted to a limited liability company and changed
company name in English to Deloitte Touche Tohmatsu
LLC

Paid-in
CapitalJPY 1,173 million (as of February 29, 2024)

Location

Marunouchi Nijubashi Building, Marunouchi 3-2-3, Chiyoda-ku, Tokyo

Executive
Officers

Masashi Tsurumi, Takeshi Shimoiizaka

Nomination
Rationale

Ichigo Office believes Deloitte is qualified as a result of an assessment of
Deloitte’s extensive audit experience and reasonableness of their audit service
fees conducted in light of Ichigo Office’s future business expansion.
Details of Executives
Number of Certified Public Accountants (CPAs): 480
Number of Other Executives: 61

Overview

Details of Employees
Number of CPAs: 2,514
Number of Employees who Have Passed the CPA Exam and Assistant CPAs:
1,236
Other Employees: 3,610
Number of Administrative Employees: 89
Total Number of Executives & Employees
7,990 (CPAs: 2,994)11

(2) Overview of Current Independent Auditor
Grant Thornton Taiyo LLC
Location
Executive
Officers
Term Start
Date
Opinions on
Financial
Statements
for Most
Recent 3
Years
Reason for
Resignation
OpinionAkasaka K Tower, 1-2-7 Moto Akasaka, Minato-ku, Tokyo
Tetsuo Shibaya, Daisuke Noda
October 18, 2011

All Unqualified Opinions

Term Expiration
N/A (Term Expiration)(3) Date of Change in Independent Auditor
July 20, 2024 (date of the shareholder meeting)
The new independent auditor will conduct the audit of Ichigo Office’s October 2024
fiscal period (May 1, 2024 to October 31, 2024).
6. Schedule
June 14, 2024
June 28, 2024
July 20, 2024

Board of Directors resolution
Electronic provision of the shareholder meeting materials at Ichigo
Office website and the TSE website (expected)
Shareholder meeting materials publication (expected)
Shareholder meeting (expected)

12