April 13, 2020

Provisional translation only
Fukuoka REIT Corporation
1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City
Etsuo Matsuyuki
CEO & Representative Director(Securities Code: 8968)
Asset Management Company:
Fukuoka Realty Co., Ltd.
1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City
Etsuo Matsuyuki
CEO & Representative Director
Inquiries:
Keishi Tamura
General Manager of Finance Department
TEL: +81-(0)92-272-3900
Notice Concerning Amendment of Articles of Incorporation and Appointment of Directors
Fukuoka REIT Corporation (FRC or the Investment Corporation) hereby provides that, at its board of directors meeting
held today, FRC resolved that agenda concerning the amendment of its Articles of Incorporation and the appointmentof its directors be presented to its ninth General Meeting of Unitholders to be held on May 26, 2020 as follows, which
items shall become effective upon their resolution and approval at said General Meeting of Unitholders.
1． Major Contents and Rationales of Amendment of Articles of Incorporation
Regarding the asset management fee of Fukuoka Realty Co., Ltd, the Asset Management Company, to (i) change
the rate of Management Fee 1 linked to the total amount of FRC’s assets whose management is consigned from
0.3% to 0.25% as well as (ii) change the rate of Management Fee 3 linked to the distributable amount from 2% to3.6% with an aim to enhance the linkage between the amount of asset management fee paid to the AssetManagement Company and the unitholder value (related to the attachment of the current articles of incorporation).
The amount of asset management fees calculated on the assumption that the total amount of assets undermanagement and dividend payable amount will be slightly reduced due to this change.
2． Appointment of Directors
As the term of office of the executive director, Etsuo Matsuyuki, the supervisory directors, Hiroyasu Shindo andYasuo Kawasho, will expire as of May 28, 2020, we submit a proposal for the appointment (incl. reappointment)of executive director, Etsuo Matsuyuki, the supervisory directors, Yasuo Kawasho and Takashi Tanabe.
Also, in preparation for any vacancy in the position of executive director or any shortfall in the legally required
number of executive directors, we submit a proposal for the appointment (incl. reappointment) of the substituteexecutive director candidate, Akira Eguchi, and the substitute supervisory director, Yoshihide Mishima.
(For more details regarding the appointment of directors, please refer to the “Notice Concerning the Ninth General Meeting ofUnitholders” attached.)

3． Schedule
April 13, 2020 / The Board of Director’s approval for resolutions to be submitted to the Ninth General Meeting of Unitholders
April 28, 2020 / Notice of Convocation of the Ninth General Meeting of Unitholders (Scheduled)
May 26, 2020 / The Ninth General Meeting of Unitholders (Scheduled)

Attachment “Notice Concerning the Ninth General Meeting of Unitholders”*Fukuoka REIT Corporation’s website is https://www.fukuoka-reit.jp/eng/(security code 8968)
April 28, 2020
To our unitholders
1-2-25 Sumiyoshi, Hakata ward, Fukuoka
Fukuoka REIT Corporation
CEO & Representative Etsuo Matsuyuki
Notice Concerning the Ninth General Meeting of Unitholders
You are cordially invited to attend the Ninth General Meeting of Unitholders of Fukuoka REIT Corporation (“FRC”).
The Meeting will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing. Please review the “Reference
Material for the General Meeting of Unitholders” attached below, vote on the proposals in the enclosed Voting Rights
Exercise Form, and return it by no later than Monday, May 25, 2020, 5:30 p.m.

In addition, FRC established the provision of “deemed approval” in Article 18 of the current Articles of Incorporation
pursuant to Article 93.1, of the Investment Trusts and Investment Corporations Law. Accordingly, if you are unable toattend the Meeting and are unable to vote using the Voting Rights Exercise Form, please be aware that you will bedeemed as having attended and approved each agenda.
(Excerpt from the Investment Corporation’s Current Articles of Incorporation)
Article 18 (Deemed Approval)
1. Unitholder non-attendance at the General Meeting of Unitholders and non-voting shall be deemed as unitholder
approval of agenda items submitted to the General Meeting of Unitholders (when multiple agenda items have been
submitted, if any are contradictory, said agenda items shall be omitted).
2. The unitholder votes deemed as having approved agenda items according to the preceding Paragraph will be added
to the votes cast by attending unitholders.
1. Date and Time
Tuesday, May 26, 2020 10:00am
2. Venue
Grand Hyatt Fukuoka 2F Savoy
1-2-82 Sumiyoshi, Hakata Ward, Fukuoka City

3. Agenda of the General Meeting of Unitholders
Matters for Resolution
Proposal No. 1

Partial Amendments of Articles of Incorporation

Proposal No. 2

Election of One Executive Director

Proposal No. 3

Election of Two Supervisory Directors

Proposal No. 4

Election of One Substitute Executive Director

Proposal No. 5

Election of One Substitute Supervisory Director
End◎Upon your attendance on the day, please submit the enclosed voting form to the reception at the venue.

◎If exercising voting rights by proxy, you are entitled to have one other unitholder with voting rights attend the General
Meeting of Unitholders as your proxy. Please submit a document evidencing the authority of proxy, along with thevoting form, to the reception at the venue.

◎Upon attendance, please bring this notice of convocation to help save resources.

◎Please note that, if the need to amend the matters to be stated in the reference documents for the General Meeting ofUnitholders arises by the day preceding the General Meeting of Unitholders, the amended matters will be posted on
FRC’s website (https://www.fukuoka-reit.jp/ ).

◎The Asset Management Company decided not to discontinue the management status report meeting, which wasscheduled to be held after the conclusion of the unitholders' meeting, in order to strive for a meeting to prevent the

spread of COVID-19 infection at the venue.

COVID-19 Infection Control Measures
While there are concerns over the spread of COVID-19 infection , we carefully discussed whether we should hold theGeneral Meeting of Unitholders and decided to hold the meeting as scheduled under the condition that we will strive toprevent infection at the venue to the maximum extent possible. Moreover, we will implement the following measures
to prevent infection. We ask for the understanding and cooperation of all unitholders.
・In principle, we will ask the directors of FRC and the operating staff to check their health condition and wear masks.
・We will prepare alcohol disinfectants at the venue.
・We ask the unitholders who will attend the meeting to take care of themselves until the General Meeting ofUnitholders, especially the elderly, those with underlying diseases and those who are pregnant.
・Cooperate on infection control measures such as using alcohol disinfectants at the venue and wearing masks whenattending the meeting.
・Also consider adopting the method of exercising voting rights in writing at the General Meeting of Unitholders.
Moreover, please check the details on FRC’s website (https://www.fukuoka-reit.jp/) in a timely manner as we may
update the above content depending on future change in circumstances.

Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1: Partial Amendments of the Articles of Incorporation
1. Reason for Amendment(1) To (i) change the rate of management fee 1 linked to the total amount of FRC’s assets whose management is
consigned from 0.3% to 0.25% as well as (ii) change the rate of management fee 3 linked to the distributableamount from 2% to 3.6% with an aim to enhance the linkage between the amount of asset management fee paid
to the Asset Management Company and the unitholder value (related to the attachment of the current articles ofincorporation).
(2) To stipulate that the amendment of the articles of incorporation in (1) above will become effective on September
1, 2020, which is the first day of the operating period of FRC’s 33rd fiscal period (related to Article 45).
2. Details of Amendment
The details of the amendment are as follows.
(The amended parts are underlined)

Current articles of incorporation
Article 11

Supplementary Provisions

Proposed amendments
Article 3

General Meeting ofUnitholders(Newly established)(Effectuation of amendment)
Article 45

The amendment of the Articles
of Incorporation in theattachment

will become

effective on September 1,
2020.

Moreover,theprovisions of this article
shall be deleted after theeffectuation

of

the

amendment of the Articles
of Incorporation based on
this article.
(Attachment)(Attachment)

Amount of asset management fee paid to theAmount of asset management fee paid to the

Asset Management Company, standard

Asset Management Company, standard

concerning payment and payment period

concerning payment and payment period(Omitted)(No change)(1) Management fee 1(1) Management fee1

FRC shall pay the amount (rounded down to

FRC shall pay the amount (rounded down tonearest yen) calculated with the following

nearest yen) calculated with the following

formula linked to the total amount of assets

formula linked to the total amount of assets

whose management is consigned (total

whose management is consigned (total

amount of assets indicated in FRC’s balance

amount of assets indicated in FRC’s balancesheet for the immediately preceding fiscal

sheet for the immediately preceding fiscal

period (limited to those approved underperiod (limited to those approved under

Article 131, Paragraph 2 of the Investment

Article 131, Paragraph 2 of the Investment

Trust Act. Hereinafter referred to as theTrust Act. Hereinafter referred to as the“Balance Sheet”.) The same hereinafter.) as“Balance Sheet”.) The same hereinafter.) as

providedprovided

in

the

asset

management

in

the

asset

management

consignment agreement concluded with theconsignment agreement concluded with theAsset Management Company as well as theAsset Management Company as well as theamount equivalent to the consumption tax

amount equivalent to the consumption tax

pertaining to such amount.

pertaining to such amount.

Calculation

Calculation

Payment

Calculation

Calculation

Payment

periodmethodperiodperiodmethodperiodCalculation

Total

By

Calculation

Total

By

period I

amountexpiration

period I

amount(period until

assets whose

date

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(period until

assets whose

date

the last day

management

calculation

the last day

management

calculationof the thirdis consigned

period Iof the thirdis consigned

period I

month fromat the end ofmonth fromat the end of

the

the

the

the

following

immediately

following

immediately

day of theprecedingday of thepreceding

immediately

fiscal period

immediately

fiscal period

preceding(totalpreceding(totalfiscalamountfiscalamountperiod)assets whose

period)assets whose

of

the

of

of

management

is consigned

is consigned

indicated inindicated in

the Balance

the Balance

Sheet for the

Sheet for theimmediately

immediately

preceding

precedingfiscal period

fiscal periodof FRC. The

of FRC. The

same

same

hereinafter.)hereinafter.)

×0.3%××0.25%×actualactualofnumberdays during

the

the

said

calculation

calculation

period/365.

period/365.

Calculation(TotalByofthe

Calculation(Totalofofdays during
said

expirationofmanagement

numbertheByperiod IIamountexpiration

period IIamount(periodassets whose

date(periodassets whose

datefrom the day

management

calculationfrom the day

management

calculation

of

of

the

expirationoffollowing

is consigned

followingis consigned

the last day

at the end of

period II

the last day

at the end of

of

the

of

the

calculation

immediately

calculation

immediately

period I topreceding

period I toprecedingthefiscal periodthefiscal period

accounting+

accounting+

period)acquisition

period)acquisition

price of theprice of theassets underassets undermanagement

management

acquiredacquired

duringduringcalculation

calculation

period I -period I -value on thevalue on the

Balance

Balance

Sheet at theSheet at theend of theend of theimmediately

immediately

preceding

precedingfiscal period

fiscal period

for the assets

for the assets

under

under

management

management

disposeddisposedduringduringcalculation

calculation

periodI)

periodI)

×0.3%××0.25%×actualactualnumberofnumberofdays duringdays during

the

the

said

period II

saidcalculation

calculation

period/365.

period/365.

(2) (Omitted)(2) (No change)(3) Management fee 3(3) Management fee 3

Management fee 3 shall be the amountManagement fee 3 shall be the amount(rounded down to the nearest ¥1) equivalent(rounded down to the nearest ¥1) equivalent

to 2% of the amount calculated by adding or

to 3.6% of the amount calculated by adding

subtracting the trading profit/loss and gainor subtracting the trading profit/loss and gainfrom redemption of the assets underfrom redemption of the assets undermanagement to or from the rental revenue

management to or from the rental revenue

arising from the assets under management,

arising from the assets under management,and deducting various expenses (including

and deducting various expenses (including

depreciation),

depreciation),interest

expenses,interest

expenses,management fee 1, management fee 2 andmanagement fee 1, management fee 2 andmanagement fee 4, calculated in eachmanagement fee 4, calculated in each

immediately preceding fiscal period of FRC,

immediately preceding fiscal period of FRC,

and shall be paid by the end of the monthand shall be paid by the end of the monthfollowing the month of settlement offollowing the month of settlement ofaccounts. Moreover, the fee shall be

accounts. Moreover, the fee shall becalculated on a pro-rated basis if the period

calculated on a pro-rated basis if the periodof payment of remuneration is shorter thanof payment of remuneration is shorter thanthe operating period.

the operating period.

(4)-(5) (Omitted)(4)-(5) (No change)Proposal No. 2

Election of One Executive Director

As the term of office of the executive director, Etsuo Matsuyuki, will expire as of May 28, 2020, the election of one
executive director, effective May 29, 2020, is requested. Pursuant to the provisions of Article 23 of the Articles ofIncorporation, the term of office of the executive director to be elected based on this proposal shall be two years fromMay 29, 2020.
This proposal concerning the election of an executive director is submitted with the unanimous consent of thesupervisory directors at the meeting of the Board of Directors held on April 13, 2020.
The executive director candidate is as follows:
Name(Date ofbirth)

Career Summary
Apr. 1980

Joined Japan Development Bank (currently Development Bank of Japan)

Jun. 2004

Appointed as Manager, Human Resources Division

Apr. 2005

Appointed as General Manager, Management Division

Jul. 2006

Seconded to Fukuoka Jisho Co., Ltd. Appointed as Deputy General Manager,
Development Business Group

Jul. 2009

Etsuo
Matsuyuki(Aug. 5 1955)

Joined Fukuoka Jisho Co., Ltd. Appointed as Executive Officer and Deputy
General Manager, Development Business Group and General Manager, Building Division

Aug. 2010

Appointed as Executive Officer and General Manager, Accounting Finance Division andin charge of General Affairs Division and Finance DivisionJun. 2011

Appointed as Managing Director and General Manager of Planning Dept., Fukuoka
Realty Co., Ltd.

Jan. 2012

Appointed as Managing Director and Executive Officer, Fukuoka Jisho Co., Ltd.

Jun. 2012

Appointed as CEO & Representative Director, Fukuoka Realty Co., Ltd. (current position)

May 2014

Appointed as CEO & Representative Director, Fukuoka REIT Corporation (current position)

・Etsuo Matsuyuki, the candidate for executive director, also serves as the CEO & Representative Director of Fukuoka
Realty Co., Ltd. with which FRC has concluded an asset management consignment agreement.
・Special interest with FRC: Not applicable except for the holding of concurrent posts
・Ownership status of FRC’s Investment units: Not applicableProposal No. 3

Election of Two Supervisory Directors

As the term of office of the supervisory directors, Hiroyasu Shindo and Yasuo Kawasho, will expire as of May 28,
2020, the election of two supervisory directors, effective May 29, 2020, is requested. Pursuant to the provisions ofArticle 23 of the Articles of Incorporation, the term of office of the supervisory directors to be elected based on this
proposal shall be two years from May 29, 2020.
The supervisory director candidates are as follows:

No.

Name
(Date ofbirth)

Career Summary

Aug. 1980 Registered as Certified Public Accountant and Certified Tax Accountant
Jan. 1981 Opened Kawasho Authorize Accountant Office (current position)
Dec. 1987 Opened Creative Management Consultants Co., Ltd. (current position)
Yasuo Kawasho
１(Jan. 11, 1947) Feb. 1993 Opened KawaSho Jinji Kenkyusyo Co., Ltd. (current position)
May 2016 Appointed as Supervisory Director, Fukuoka REIT Corporation (current
Position)
Jun. 2016 Appointed as Auditor, Business One Holdings, Inc. (current position)
Oct. 2000 Registered as a lawyer
Jun. 2004 Member of the Fukuoka Realty Compliance Evaluation Committee (current
position)Jan. 2010 Representative attorney at law at Tanabe Law Office (current position)
Takashi Tanabe Oct. 2013 Civil Conciliation Officer, Summary Court of Fukuoka (part-time public
2(Apr. 15, 1961)
officer)
Apr. 2016 Representative Attorney, Fukuoka City Labor Consultation Center (current
position)
Jun. 2016 New Nippon Pharmaceutical Co., Ltd. (current position)
Sep. 2018 Director, Member of the Audit and Supervisory Committee, Substitute Platz
Co., Ltd. (current position)
・Special interest with FRC: Not applicable・Ownership status of FRC’s Investment units: Not applicable
Takashi Tanabe, a Candidate for Supervisory Director, plans to retire from the position of Compliance Assessment
Committee at Fukuoka Realty Co., Ltd on April 30, 2020.

Proposal No. 4

Election of One Substitute Executive Director

In preparation for any vacancy in the position of executive director or any shortfall in the legally required number of
executive directors, the election of one substitute executive director is requested. The period that the resolution
pertaining to the election of a substitute executive director based on this proposal remains in force shall be two years
from May 29, 2020, which is the date of election of the executive director in Proposal No. 2.
This proposal concerning the election of a substitute executive director is submitted with the unanimous consent of
the supervisory directors at the meeting of the Board of Directors held on April 13, 2020.
The substitute executive director candidate is as follows:
Name(Date of birth)

Career Summary

Akira Eguchi(May 19, 1957)

Apr. 1982 Joined Okumura Corporation
Mar. 1989 Joined Fukuoka Jisho Co., Ltd. Assigned to Housing Business
DivisionJul. 2002 Appointed as Assistant General Manager of Construction Division
Oct. 2005 Appointed as General Manager of Construction Division
Aug. 2010 Appointed as Executive Officer in charge of Construction DivisionJun. 2012 Appointed Senior Executive Officer in charge of Construction
Division
Jun. 2017 Joined Fukuoka Realty Co., Ltd. Appointed as General Manager ofPlanning Dept.
Jun. 2017 Appointed as Executive Managing Director, General Manager ofPlanning Dept. (current position)

・Eguchi Akira, the candidate for substitute executive director, also serves as the Executive Managing Director andGeneral Manager of Planning Department at Fukuoka Realty Co., Ltd. with which FRC has concluded an asset
management consignment agreement.
・Special interest with FRC: Not applicable except for the holding of concurrent posts
・Ownership status of FRC’s Investment units: 11 units (as of February 29, 2020)

Proposal No. 5

Election of One Substitute Supervisory Director

In preparation for any vacancy in the position of supervisory director or any shortfall in the legally required numberof supervisory directors, the election of one substitute supervisory director is requested. The period that the resolution
pertaining to the election of a substitute supervisory director based on this proposal remains in force shall be two years
from May 29, 2020, which is the date of election of the supervisory director in Proposal No. 3.
The substitute supervisory director candidate is as follows:
Name(Date of birth)

YoshihideMishima(Apr.12, 1969)

Career Summary
Oct. 1994 Joined Century Audit Corporation (current Ernst & Young
ShinNihon LLC)
Aug. 1998 Joined Arthur Andersen & Koichi Uno Tax Accountant Office(current KPMG Tax Corporation)
Nov. 1999 Joined Yamada & Partners Accounting Office (current Grant
Thornton Yamada & Partners)
May 2000
Registered as certified public accountant
May 2007Opened Yoshihide Mishima CPA Office (current position)
Aug. 2007
Registered as tax accountant
Jun. 2009
Appointed as Auditor, JALCO Co., Ltd.
Jun. 2010
Appointed as Director, JALCO Co., Ltd.
Oct. 2011
Appointed as Director, JALCO Holding Inc.

・Special interest with FRC: Not applicable except for the holding of concurrent posts
・Ownership status of FRC’s Investment units: Not applicable<Reference Matters>
When there are conflicting proposals among the proposals submitted to the General Meeting of Unitholders, theprovisions of “deemed votes in favor” provided in Article 93, Paragraph 1 of the Act on Investment Trusts andInvestment Corporations and Article 18 of FRC’s current Articles of Incorporation shall not apply to any of suchproposals. None of the proposals of Proposal No. 1 through Proposal No. 5 above fall under the category of
conflicting proposals.