Ichigo Preserves and Improves Real Estate[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, 2016
REIT Issuer
Ichigo Office REIT Investment Corporation (8975)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Yoshihiro Takatsuka, Executive Director
www.ichigo-office.co.jp/english
Asset Management Company
Ichigo Real Estate Investment Advisors Co., Ltd.
Representative: Wataru Orii, President & Representative Statutory Executive Officer
Inquiries: Hiroto Tajitsu, Head of Administration & Statutory Executive Officer
Tel: +81-3-3502-4891

Partial Amendment to Articles of Incorporation and Election of DirectorsIchigo Office REIT decided at its board meeting today to submit proposals to its shareholders
for amendments to its Articles of Incorporation and the election of Directors at the Ichigo Office
REIT shareholder meeting to be scheduled for July 30, 2016. The new Articles of Incorporationand the terms of the Directors will become effective by resolution at the shareholder meeting.
1. Explanation of the Proposed Amendments
The Articles of Incorporation are proposed to be amended for the following reasons:(a) To clarify language related to recent amendments to Calculation Rules for Investment
Corporations and the Act on Special Measures Concerning Taxation regarding thedifference between tax and accounting treatment of investment corporations’ profits (Article37, Paragraph 1 below).
(b) To delete unnecessary language and to clarify expressions (all other changes).

1Below are the proposed changes to the Articles of Incorporation.
(Amendments are underlined)
Before Amendment
Article 37 Dividend Distribution Policy(omitted)

After Amendment
Article 37 Dividend Distribution Policy(no change)(1) Distribution of earnings(i) (omitted)(ii) The amount of dividend is in principle
more than 90 percent of the investment
corporation’s distributable earnings asprescribed in Article 67-15 Paragraph 1 ofSpecial Measures Concerning Taxation(“Special Provisions for Taxation onInvestment Corporations”) (or, should
there be changes to the calculation method
due to amendments to laws andregulations, the amount after the change).
However, this shall not apply when there isa tax loss or when there is no tax income
due to loss carried forward; in such cases,
the Investment Corporation shallreasonably determine the amount ofdividend.

(1) Distribution of earnings(i) (no change)(ii) The amount of dividend is in principle
more than 90 percent of the investment
corporation’s distributable earnings asprescribed in Article 67-15 Paragraph 1 ofSpecial Measures Concerning Taxation(“Special Provisions for Taxation onInvestment Corporations”) (or, should
there be changes to the calculation method
due to amendments to laws andregulations, the amount after the change).
However, this shall not apply when there isa tax loss or when there is no tax income
due to loss carried forward; in such cases,
the Investment Corporation shallreasonably determine the amount ofdividend.

The Investment Corporation can set aside
from the distributable amount such items as
long-term reserves for repairs deemednecessary for the maintenance and valueenhancements of assets under management,
payment reserves, dividend reserves, andother similar reserves and allowances.

The Investment Corporation can set aside,suspend, or process for other purposes
from the distributable amount such items as
long-term reserves for repairs deemednecessary for the maintenance and valueenhancements of assets under management,
payment reserves, dividend reserves, andother similar reserves and allowances, inwhatever amount necessary.

Attachments

Attachments

Structure of Fee Paid to
the Asset Management Company

Structure of Fee Paid to
the Asset Management Company(omitted)(no change)

1 – 4. (omitted)

1 – 4. (no change)

5. Performance Fee

5. Performance Fee(1) Fee shall be calculated as follows when (i)the cash flow per share stays the same as orincreases from the previous period for six
consecutive periods (including the period
when fee is calculated; the same shall apply
hereinafter), and (ii) the cash flow per share of
the period when fee is calculated increased
from the previous period.

(1) Fee shall be calculated as follows when (i)the cash flow per share stays the same as orincreases from the previous period for six
consecutive periods (including the period
when fee is calculated; the same shall apply
hereinafter), and (ii) the cash flow per share of
the period when fee is calculated increased
from the previous period.

Performance fee = (cash flow per share of thePerformance fee = (cash flow per share of the2

Before Amendment
current period – cash flow per share of theprevious period) * total shares issued in thecurrent period * 30.0%

After Amendment
current period – cash flow per share of theprevious period) * total number of sharesissued in the current period * 30.0%(2) Fee shall be calculated as follows provided
that the above conditions set forth in (1)(i) are
not met and cash flow per share is above thesimple average of cash flow per share of thelatest six periods, and that the conditions set
forth in (2)(ii) are met.

(2) Fee shall be calculated as follows provided
that the above conditions set forth in (1)(i) are
not met and cash flow per share is above thesimple average of cash flow per share of thelatest six periods, and that the conditions set
forth in (2)(ii) are met.

Performance fee = (cash flow per share of thecurrent period – simple average of cash flow
per share of the latest six consecutive periods)* total shares issued in the current period *30.0%

Performance fee = (cash flow per share of thecurrent period – simple average of cash flow
per share of the latest six consecutive periods)* total number of shares issued in the current
period * 30.0%(3) (omitted)(3) (no change)

6. Merger Fee

6. Merger Fee

With regards to mergers conducted by theInvestment Corporation, in cases where the AssetManagement Company conducts research,valuation, and other operations related to themerger and the Investment Corporation succeeds
the assets owned by the other party (including thesuccession as a result of the merger between theInvestment Corporation and Ichigo Real Estate
Investment Corporation as per the August 8, 2011
merger agreement between the two parties; theformer was the surviving corporation, and thelatter was the absorbed corporation), the fee shallbe 0.5% times the valuation of real estate or realestate bonds the Investment Corporation succeeds
upon merger.

With regards to mergers conducted by theInvestment Corporation, in cases where the AssetManagement Company conducts research,
valuation, and other operations related to themerger and the Investment Corporation succeeds
the assets owned by the other party, the fee shallbe 0.5% times the valuation of real estate or realestate bonds the Investment Corporation succeeds
upon merger.

32. Election of Directors
Due to the expiration of the directors’ current terms of office in September 2016, Ichigo Office
REIT’s board is proposing the re-election of Executive Director Yoshihiro Takatsuka andSupervisory Directors Takaaki Fukunaga and Masahiro Terada.
To ensure the minimum number of executive directors as required by law and ordinance, Ichigo
Office REIT’s board is also proposing the election of a new Alternative Executive Director anda new Alternative Supervisory Director.
Career Summaries of Candidates
Title

Name(Birth Date)

Career Summary, Positions, Responsibilities andImportant Concurrent Positions
April 1978
April 1985

ExecutiveDirector(Candidate)

Yoshihiro
Takatsuka(September21, 1955)

December 1996
December 2000
August 2007
July 2010
September 2010
September 2011
February 2015
October 1998
October 2004
October 2005

September 2010
Supervisory
Director(Candidate)

Takaaki
Fukunaga(October 29,1972)

January 2011

June 2014
October 2014

December 2015

4

Joined Bank of Tokyo, Ltd.
Joined Salomon Brothers Asia Securities,Ltd.
Joined Chase Securities Company
Joined Nikko Citigroup Securities Limited
Joined Credit Suisse Securities Japan
LimitedEstablished R’s Consulting as thePresident (current)
Joined Ichigo Office REIT and appointed
Executive Director (current)
Joined Oct Advisors Inc. as Partner(current)
Appointed Director of Oct Advisors Inc.
(current)
Joined KPMG Tokyo
Established Fukunaga C.P.A. Office as
Representative (current)
Joined Global Solutions Consulting Co.,
Ltd. and appointed Representative
Director (current)
Joined Ichigo Office REIT and appointed
Supervisory Director (current)
Joined GreenOak Investment Management
K.K. and appointed Corporate Auditor(current)
Joined HIRAYAMA Co., Ltd. andappointed Corporate Auditor (current)
Joined Ticket Guard Small Amount &Short Term Insurance Co.,Ltd. andappointed Corporate Auditor (current)
Joined PP Japan Co., Ltd. and appointed
Corporate Auditor (current)April 1996
May 1998

May 2000
Supervisory
Director(Candidate)

Masahiro
Terada(May 7, 1968)

August 2002
September 2003
August 2004
January 2006
October 2011
October 2006

Alternative
ExecutiveDirector(Candidate)

Alternative
Supervisory
Director(Candidate)

Keisuke Chiba(September10, 1979)

January 2010
September 2014
December 2012

Nagahisa Kita(April 15,1984)

January 2013
April 2015

Qualified as Attorney at Law (DainiTokyo Bar Association)
Joined Daiwa Securities Co., Ltd.
(presently Daiwa Securities Group Inc.) as
an in-house counsel
Joined Morgan Stanley Japan Limited(presently Morgan Stanley MUFG
Securities Co., Ltd.) as an in-housecounselAttended Duke University School of Law
Joined Nixon Peabody LLP as a visiting
attorney
Joined City-Yuwa Partners
Appointed Partner (current)
Joined Ichigo Office REIT and appointed
Supervisory Director (current)
Qualified as Attorney at Law (Tokyo BarAssociation)
Joined Atsumi & Partners (presently
Atsumi & Sakai)
Sent on loan to the legal department ofMitsui & Co., Ltd.
Joined Hokuto Law Office (current)
Qualified as Attorney at Law (Tokyo BarAssociation)
Joined Midosuji Legal Profession
Corporation
Joined Partners Law Office (current)

The candidates do not hold any shares of the Investment Corporation, and there is no special
relationship between Ichigo Office REIT and the candidates.
3.

Schedule

June 14, 2016
July 8, 2016
July 30, 2016

Board of Directors resolution
Shareholder meeting materials release (expected)
Shareholder meeting (expected)

5