Creating peace of mind through honest and committed management.

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

April 19, 2012

REIT Issuer
Ichigo Real Estate Investment Corporation (8975)
1-1-1, Uchisaiwai-cho, Chiyoda-ku, Tokyo
Representative: Yoshihiro Takatsuka, Executive Director
Asset Management Company
Ichigo REIT Management Co., Ltd.
Representative: Wataru Orii, President & Representative Director
Inquiries: Masaya Hiruta, Senior Executive Managing Director
Tel: 03-3502-4891
Execution of Memorandum of Understanding on Merger of AssetManagement Company and Change of Corporate Name
Ichigo REIT Management Co., Ltd. (“IRM”), the asset manager of Ichigo Real Estate Investment
Corporation (“Ichigo REIT”), decided today to merge with Ichigo Real Estate Investment Advisors Co.,
Ltd. (“IRE”) (the “Merger”) and executed a Memorandum of Understanding concerning the Merger.
Details are as follows.
1. About the Merger
Ichigo Group Holdings Co., Ltd. (“IGH”), the 100% of shareholder of IRM, decided today to reorganize
its real estate and finance functions to support further growth as a full-service real estate asset manager.
In accordance with this resolution, IRM and IRE have agreed in a memorandum of understanding to 1) amerger with IRM as a surviving corporation; 2) a change in corporate name to “Ichigo Real Estate
Investment Advisors Co., Ltd.” (the “New IRE”); 3) a change in organizational structure to a company
with committees; 4) a new organizational structure and directors; 5) new rules to govern real estate
information sharing within the Ichigo Group; and 6) new rules to prevent conflicts of interests.
2. Purpose of the Merger
IRM currently provides Ichigo REIT with asset management services and supports its strategy to be a“Comprehensive J-REIT seeking stable profits and steady portfolio growth.” It also executes its strategy
of portfolio improvement and enhancement of unitholder value. Currently, IRM manages 67 assets
valued at 104.8 billion yen, primarily specializing in small-to-mid size office properties and residences,where it has accumulated deep asset management expertise. In turn, IRE has a track record of asset
management of more than 1 trillion yen across a variety of real estate investment products.

The Merger will strengthen the New IRE by bringing together the human resources and know-how inasset management of both asset managers, while additionally transferring IGH’s finance capabilities toIRM. The New IRE will seek to be one of the leading real estate asset management companies in Japan,
with strong sourcing and fund raising ability, flexible product development, high-level structured financeskills, and significant architectural expertise to add value to IRE managed assets.
3. Prevention of Conflicts of Interests
In order to prevent conflicts of interests, the New IRE will enter a “ Memorandum of Understanding on
Real Estate First Refusal Rights within Ichigo Group,” with IGH and Ichigo Solutions Co., Ltd. (Note:Ichigo Solutions Co., Ltd. is scheduled to merge with Ichigo Estate Co., Ltd. and change its name toIchigo Estate Co., Ltd. (the “New IES.”)In addition, the New IRE will adopt a “Structure to Avoid Conflicts of Interest between Ichigo REIT andPrivate Equity Funds” establishing clear rules on how to handle information related to property
acquisitions (“Information”) obtained by the New IRE.
Overview of “ Memorandum of Understanding on Real Estate First Refusal Rights within Ichigo Group”(1) When IGH obtains Information:A) When IGH obtains Information from its vendors, Ichigo Group, or any other parties who possess
Information, IGH will immediately provide this Information to the New IRE. However, if theprojected transaction price is less than JPY 500 million, IGH will provide the Information to theNew IES.
B) The New IRE, upon the receipt of Information as stipulated in the preceding clause, will
immediately consider whether it needs the Information or not, and return the Information to IGH
if the Information is considered not necessary.
C) IGH, upon the return of Information from the New IRE as stipulated in the preceding clause, willthen immediately provide the information to the New IES.
(2) When either the New IRE or the New IES obtains Information:A) When either the New IRE or the New IES obtains Information, it will consider whether it needs
the Information or not. However, the New IRE will generally provide the Information to New
IES if the projected transaction price is less than JPY 500 million.
B) The New IRE and the New IES will provide Information to the other if the Information is notconsidered necessary after the receipt of Information as stipulated in the preceding clause.
Overview of “Structure to Avoid Conflicts of Interest between Ichigo REIT and Private Equity Funds”(1) When the New IRE obtains Information, at initial stage, the Acquisition and Sales group, relying
upon pre-determined rules, will decide whether it should proceed to investigate the Information andany attendant potential transaction more fully.
(2) When the Acquisition and Sales group make a determination to proceed, it determines which one of
Ichigo REIT or Private Equity Fund has the First Refusal Right and provides Information to therelevant Fund Manager based upon either 1) the calendar year of the building completion date (wheremultiple properties, using the most recent) or 2) the address of the property in the case of land:A) When the completion year or address is an even number:
Ichigo REIT has First Refusal RightB) When the completion year or address is an odd number:
Private Equity Funds have First Refusal Right(3) Should the Fund Manager of either Ichigo REIT or Private Equity Funds decide not to pursue theacquisition opportunity after gaining First Refusal Right as stipulated in the preceding clause, theother is alternately given the opportunity to consider the acquisition.
(4) The decisionmaking processes which are stipulated in the proceeding clauses require approval from aCompliance Officer.

(5) The Fund Manager of Ichigo REIT will also report the results of these considerations of acquisitions
opportunities to committees of Ichigo REIT on a regular basis.
4. Outline of the Merger(1) Schedule
Board of Directors approval of the merger agreement(IRM, IRE)
Execution date of the merger agreement (IRM, IRE)
Shareholders approval of the merger agreement (IRM, IRE)
Effective date of merger
Registration of the merger
Notice to the Prime Minister

April 19, 2012
Mid May 2012 (expected)
June 2012 (expected)
July 1, 2012 (expected)
Early July 2012 (expected)
Mid July 2012 (expected)(Note) The Merger is conditional upon regulatory authority approval.
(2) Method
The Merger will be an absorption-type merger whereby IRM will be the surviving corporation and IRE
will be dissolved.
(3) Allotment of Shares
IRM as the surviving corporation will not allot shares nor other cash and cash equivalents in this merger,
since both companies are 100% subsidiaries of IGH
5. Overview of Merging Parties

Business

J-REIT asset management

Paid-in Capital
Date of Incorporation
Total Number of Units
IssuedEnd of Fiscal Period

400 million yen
December 15, 2004

Corporation dissolving in theabsorption-type merger
Ichigo Real Estate Investment
Advisors Co., Ltd.
1-1-1 Uchisaiwaicho, Chiyoda-ku,
Tokyo
Takumi Naito
President & Representative
Director
Private Equity Real Estate Funds
asset management
100 million yen
April 25, 2007

8,000 units

2,000 units

NameAddress
Representative

Corporation surviving theabsorption-type merger
Ichigo REIT Management Co.,Ltd.
1-1-1 Uchisaiwaicho, Chiyoda-ku,
Tokyo
Wataru Orii
President & Representative
DirectorFebruary
February
Ichigo Group Holdings Co., Ltd.
Ichigo Group Holdings Co., Ltd.
Major Shareholder
100%
100%
Relationship with Other Parties
Capital Relationship
IRM and IRE are fellow subsidiaries under the same parent company.
Personnel Relationship None
Business Relationship
None that need be noted.
Affiliated Party Status
IRM and IRE are fellow subsidiaries under the same parent company.

6. Financial Overview Over Three Fiscal Periods

Fiscal period ended in

Ichigo REIT Management Co.,
Ltd.
(IRM, Surviving Corporation)
MarchFebruary February
2010
2011
2012
756
659
1,125
354
330
506
363
341
522
211
177
301

Ichigo Real Estate Investment
Advisors Co., Ltd.
(IRE, Dissolving Corporation)
February
February February
2010
2011
2012
1,538
1,038
1,083-146-1808-117-176
12-293-203-47

Revenue
Operating Income
Ordinary Income
Current Net Income
Current Net Income per26,38022,132
37,719-146,829-101,589-23,913
Unit (yen)Distribution per Unit(yen)Total Assets
1,343
1,472
1,711
781
571
461
Net Assets
1,184
1,361
1,421
524
321
273
Net Assets per Unit (yen) 148,105
170,237
177,720
262,406
160,816
136,903(Note) IRM changed its fiscal period end from March to February in 2011. Furthermore, IRM mergedwith Fund Creation REIT Advisers Co., Ltd. on November 1, 2011.
7. Post-Merger StatusNameAddress
Representative
Business
Paid-in CapitalEnd of Fiscal Period
Net Assets
Total Assets

Surviving Corporation
Ichigo Real Estate Investment Advisors Co., Ltd.
1-1-1 Uchisaiwai-cho, Chiyoda-ku, Tokyo
Wataru Orii, President & Representative Statutory Executive
Officer
J-REIT and Private Equity Real Estate Funds asset management
400 million yen
February
1,694 million yen(Simple total of the net assets of IRM and IRE as of February 2012)
2,172 million yen(Simple total of the total assets of IRM and IRE as of February
2012)

8. Outlook(1) Amendment to the Asset Management Agreement
No amendment is expected.
(2) Amendment of the Corporate Structure
Amendment is expected for the New IRE. Furthermore, the New IRE will be a company withcommittees, changing from company with management board structure. For details, please refer to“Change in Organization and Corporate Directors in accordance with Merger of Asset Management
Company” released today.
(3) Amendment to the Investment Management Decision-Making Structure
In accordance with the amendment of the corporate structure, amendment will be announced as soon asdetermined.

(4) Amendment to the Rules concerning Compliance and Interested Parties
Amendment will be announced as soon as determined, if any.
(5) Amendment to the Investment Policy
No amendment is expected.
(6) Amendment to the Agreement with Sponsors
IRM has concluded a support agreement with Ichigo Solutions Co., Ltd. (New IES), and it is expected tobe amended. Amendment will be announced as soon as determined.
(7) Prospect for Listing Status of the Investment Corporations
Ichigo REIT is expected to continue to be listed.
(8) Forward Procedures
All necessary reporting procedures, etc. for this matter will be conducted in accordance with theprovisions of the Financial Instruments and Exchange Law, the Building Lots and Buildings Transaction
Business Law and other applicable laws and regulations.

This document is being distributed today to the Kabuto Club (the press club of the TSE) as well as to the press clubfor the Ministry of Land, Infrastructure, Transport, and Tourism and the press club for specialty construction
newspapers at the Ministry of Land, Infrastructure, Transport, and Tourism.

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