Translation Purposes Only

(Securities Code 3488)(Date of transmission) May 8, 2023
(Start Date of Electronic Provision Measures) May 2, 2023

To our Unitholders
Shotaro Kanemitsu, Executive Director
XYMAX REIT Investment Corporation
1-1-1 Akasaka, Minato-ku, Tokyo

Notice of the 4th General Unitholders Meeting

You are cordially invited to attend the 4th General Unitholders Meeting of XYMAX REIT Investment Corporation(“XYMAX REIT”), to be held as outlined below.
We are taking measures to electronically provide the information that is the content of the reference documents
for the General Unitholders Meeting (“Information On Electronic Provision Measures”) pursuant to the provisionsof Article 94 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951; including
subsequent revisions; hereinafter referred to as the “Investment Trust Act”) and Article 325-3 of the Companies Act(Act No. 86 of 2005; including subsequent revisions). The Information on Electronic Provision Measures is posed on
the XYMAX REIT’s website and the Tokyo Stock Exchange (TSE) website. Please access the website below toreview such information.
XYMAX REIT website
https://xymaxreit.co.jp/en/ir/meeting.html
Tokyo Stock Exchange website (TSE Listed Company Information Service)
Please access the website below, enter and search for investment corporation name or securities code, and select“basic information” and “documents for public inspection/PR information” to review such information.
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please pay attention to the status of infection with COVID-19, check your health status, and carefully
consider your visit. You may exercise your voting rights in writing without visiting the General Unitholders
Meeting on that day. When exercising voting rights in writing in advance, please review the reference
documents for the General Unitholders Meeting at the “Notice of the 4th General Unitholders Meeting” on
the website of XYMAX REIT or the Tokyo Stock Exchange. Please exercise your voting rights using the Voting
Rights Exercise Form enclosed herewith after reading the attached Reference Document for the General
Unitholders Meeting, and return the Form so that it reaches us no later than 5:00 p.m. on Tuesday, May 21,2023.
In accordance with Article 93(1) of the Investment Trust Act, XYMAX REIT has established the following
provisions concerning “Deemed Approval” in Article 14 of the current Articles of Incorporation. This means that if
a unitholder does not attend a general unitholders meeting and does not exercise his/her voting rights using
the voting rights exercise form, except for the cases stipulated in parentheses of the paragraph 1 and paragraph
3 of Article 14 of the current Articles of Incorporation, that unitholder’s voting rights will be included in thenumber of voting rights of unitholders who attended, and the unitholder is deemed to be in favor of any
proposal submitted to such general unitholders meeting.

(Excerpts from the current Articles of Incorporation)
Article 14 (Deemed Approval)
1. Unitholders who do not attend a general unitholders meeting and do not exercise voting rights shall be deemed
to approve the proposals for resolution submitted to the general unitholders meeting (excluding any proposal
conflicting with each other in the case that multiple proposals are submitted).
2. In the case of the preceding paragraph, the number of voting rights of unitholders deemed to approve theproposals for resolution shall be included in the number of voting rights of attending unitholders.
3. If (i) within two (2) weeks from the earlier of the date that XYMAX REIT publishes on its website or the datethat the convenor publishes in a method equivalent thereto notice regarding submission to the generalunitholders meeting of a proposal regarding any of the following matters, unitholders holding at least 1/100of the total number of issued investment units who have continuously held those units for at least 6 months
give notice to XYMAX REIT (or the Investment Corporation and the convenor if the convenor is not an
executive director or supervisory director) to the effect that they oppose that proposal or (ii) XYMAX REIT
states in the convocation notice or publishes on XYMAX REIT’s website that it opposes a proposal regarding
any of the following matters, the proceeding two paragraphs shall not apply to that proposal.
(1) Appointment or dismissal of executive directors or supervisory directors;(2) Execution or termination of an asset management agreement with an asset management company;(3) Dissolution;(4) Consolidation of investment units; or(5) Exemption from liability for executive directors, supervisory directors, and financial auditors.
4. The provisions of Article 14.1 and Article 14.2 shall not apply to proposals for amendment of the Articles ofIncorporation amending this Article 14.
Details
1.

Date and time:2.

Venue:

3.

Purpose of the General Unitholders Meeting:
Matters to be resolved:
Proposal 1: Partial Amendments of the Articles of Incorporation
Proposal 2: Appointment of One (1) Executive Director
Proposal 3: Appointment of One (1) Substitute Executive Director
Proposal 4: Appointment of Two (2) Supervisory Directors
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◎

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Wednesday, May 24, 2023 at 10:00 a.m.
(Reception start time: 9:30 a.m.)
Akasaka Intercity Air 4th Floor, Akasaka Intercity Conference 401
1-8-1 Akasaka, Minato-ku, Tokyo

Please note that if it becomes necessary to revise any of the items of the Information on Electronic Provision Measures up to
one day prior to the meeting, the pre- and post-revision information will be posted on the websites of XYMAX REIT, the TSE
mentioned above.
For those attending, please submit the enclosed Voting Rights Exercise Form at the reception upon your arrival.
You may exercise your voting rights by proxy. Your proxy must be one (1) individual selected from among unitholders of
XYMAX REIT who have voting rights. Your proxy is requested to submit a document evidencing his/her status as proxy
together with the Voting Rights Exercise Form at the reception desk. Please be aware that persons other than unitholders who
may exercise voting rights, such as proxies who are not unitholders and those accompanying them, may not enter the venue.
We will not offer services such as souvenirs and tea serving in waiting spaces for unitholders attending the General Unitholders
Meeting. Thank you for your understanding.
We have decided not to organize the Asset Management Status Presentation Meeting held by XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation, the asset management company of XYMAX REIT, in order to shorten the time spentat the venue for unitholders from the viewpoint of preventing infection with COVID-19. Thank you for your understanding.
Please note that the presentation materials and video regarding XYMAX REIT’s fiscal period ending February 2023 can befound at XYMAX REIT’s website.
The results of each proposals will be posted on XYMAX REIT’s website after the closing of the 4th General Unitholders
Meeting.
XYMAX REIT website
https://xymaxreit.co.jp/en/index.html

REFERENCE DOCUMENT FOR THE GENERAL UNITHOLDERS MEETING
Proposals and References
Proposal 1: Partial Amendment of the Articles of Incorporation
1. Reasons for Amendment(1) The amended provisions of the “Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act
Partially Amending the Companies Act” (Act No. 71 of 2019) as provided in Supplementary Provisions No. 3
came into effect on September 1, 2022, and it was deemed to be stipulated in the Articles of Incorporation thatthe information, which is the contents of reference documents for general unitholders meetings, shall be provided
electronically. Among the matters that are the contents of reference documents for general unitholders meetings,
the amended provisions are amended in order to limit the scope of matters to be stated in the document to bedelivered to the investors who have requested the issuance of the document to the extent provided by theOrdinance for Enforcement of the Act on Investment Trusts and Investment Corporations. (Prime Minister's
Office Ordinance No. 129 of 2000) (proposed amendment of Article 9, paragraph 7)(2) With the revision of ASBJ Statement No. 30, “Accounting Standard for Market Value Calculation” and ASBJ
Statement No. 10, “Accounting Standard for Financial Instruments” (including newly enacted or revised
accounting standards and summary guidance in connection therewith), XYMAX REIT will make necessarychanges in the methods of asset valuation. (proposed amendment of Article 33, paragraph 7 (5) and (8))

2. Particulars of Amendments
Amendments to the current Articles of Incorporation are proposed as follows:(Suggested amendments are underlined in the text)
Current Provisions of the Articles of Incorporation
Article 9 (Convocation and Holding)
1 to 5 (Text omitted)
6. When XYMAX REIT convenes the General Unitholders
Meeting, it shall take measures to provide information
constituting the content of the reference documents for the
General Unitholders Meeting electronically.
(New provisions)

Article 33(Methods, Standards and Record Date of Asset Evaluation)
1. (Text omitted)(1)～(4) (Text omitted)(5) Securities (as set forth in Article 29, Paragraph 1 (3) 3)
through 7) and 9), 10), 12), 13), 15), 17) and 19))
If the relevant securities have a market price, evaluation
shall be made by using the value based on the market price.
If there is no market price, evaluation shall be made byusing the value calculated through reasonable methods.

(6)～(7) (Text omitted)(8) Rights related to derivative transactions (as set forth in
Article 29, Paragraph 1 (3) 18))1) Claims and liabilities resulting from transactions ofderivatives listed on the financial instruments exchange
Evaluation shall be made at the value calculated based on
the final price (closing price; if there is no closing price,then the quotation (either the minimum offered quotation
price or the maximum bid quotation price; if both of themare quoted, the mean price thereof) on the relevant
financial instruments exchange on the record date. If
there is no final price on the record date, evaluation shallbe made by the value calculated based on the final priceon the day closest to the record date.
2) Claims and liabilities resulting from transactions of nonlisted derivatives without market price on the financial
instruments exchange market
Evaluation shall be made at the value calculated byreasonable methods as similar to the market price. For
evaluating the fair price, the best estimate value shall be
used. If, however, it is recognized to be extremely

Proposed Amendments
Article 9 (Convocation and Holding)
1 to 5 (Unchanged from the existing text)
6(Unchanged from the existing text)

7. Among items for which measures to provide informationelectronically shall be taken, XYMAX REIT may exclude allor some of those items designated by the Regulation for
Enforcement of the Act on Investment Trusts and Investment
Corporations (i.e., Ordinance of the Prime Minister’s Office
No. 129 of 2000, including subsequent amendments) fromstatements in the paper-based documents to be delivered tounitholders who requested such delivery by the record date ofvoting rights.
Article 33(Methods, Standards and Record Date of Asset Evaluation)
1. (Unchanged from the existing text)(1)～(4) (Unchanged from the existing text)(5) Securities (as set forth in Article 29, Paragraph 1 (3) 3)
through 7) and 9), 10), 12), 13), 15), 17) and 19))
When such securities is classified as a bond held to maturity,
the valuation shall be made using acquisition cost; provided,
however, that in cases where such bond is acquired at either
an amount higher or lower than the bond value, and if thenature of the difference between the acquisition price andthe bond value is deemed to be an adjustment related tointerest rates, the valuation shall be the value calculated
based on the amortized cost method. When such securities isclassified as other securities, the value shall be made using
market value; provided, however, for shares without market
prices, etc., the valuation shall be made using acquisition
cost.
(6)～(7) (Unchanged from the existing text)(8) Rights related to derivative transactions (as set forth in
Article 29, Paragraph 1 (3) 18))
1) For claims and liabilities arising from transactions ofderivatives, the valuation shall be made using market
value.

(Deleted)difficult to calculate a fair evaluation value, evaluation
shall be made at the acquisition price.
3) For transactions that are recognized to be hedging
transactions in accordance with corporate accounting
standards generally accepted in Japan and other corporate
accounting practices, hedge accounting may be applied.
For transactions that satisfy the requirements for special
accounting for interest rate swaps, such special
accounting may be applied.
(9) (Text omitted)
2 to 3 (Text omitted)
History of amendments to XYMAX REIT’s Articles ofIncorporation
September 11, 2017: First edition enacted
December 19, 2017: Second edition enacted
May 23, 2019:
Third edition enacted
May 24, 2021:
Fourth edition enacted
September 1, 2022:
Fifth edition enacted
October 19, 2022:
Sixth edition enacted(New provisions)

2) For transactions that are recognized to be hedging
transactions in accordance with corporate accounting
standards generally accepted in Japan and other corporate
accounting practices, hedge accounting may be applied.
For transactions that satisfy the requirements for special
accounting for interest rate swaps, such special accounting
may be applied.
(9) (Unchanged from the existing text)
2 to 3 (Unchanged from the existing text)
History of amendments to XYMAX REIT’s Articles ofIncorporation
September 11, 2017: First edition enacted
December 19, 2017: Second edition enacted
May 23, 2019:
Third edition enacted
May 24, 2021:
Fourth edition enacted
September 1, 2022:
Fifth edition enacted
October 19, 2022:
Sixth edition enacted
May 24, 2023:
Seventh edition enacted

Proposal 2: Appointment of One (1) Executive Director
We propose the appointment of one (1) executive director, as the term of office of Shotaro Kanemitsu, Executive
Director, will expire upon the conclusion of the General Unitholders Meeting. The provisions of Article 99, paragraph 2 ofthe Investment Trusts Act and the proviso to Article 17, paragraph 2 of the current Articles of Incorporation apply to theterm of office of the executive director in this proposal, and the term of office will be until the conclusion of the generalunitholders meeting where a proposal is made for the appointment of an executive director held within 30 days from the
day after the day on which two (2) years have elapsed sicne the appointment.
This proposal was submitted with the unanimous consent of all supervisory directors of XYMAX REIT at the meetingof the board of directors held on April 18, 2023.

The executive director candidate is as follows:
Name(Date of Birth)

Personal history, material concurrent posts, and position and duties at XYMAX REIT
April 1987
April 1990

Shotaro Kanemitsu(August 7, 1963)

October 1996
June 2005
June 2007
December 2007
April 2009
June 2009
April 2012
March 2016
April 2021
May 2021

1.
2.

3.

Joined Recruit Co., Ltd.
Temporarily transferred to Recruit Building Management Corporation(presently, XYMAX Corporation)
Transferred to Recruit Building Management Corporation
Director, XYMAX Corporation
Operating Officer, XYMAX Corporation
Director, XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation
Managing Executive Officer, XYMAX Corporation
Director, XYMAX Corporation
Auditor (Part-time), XYMAX REAL ESTATE INVESTMENT ADVISORS
Corporation
Representative Director and President, SGREALTY CO., LTD.
Representative Director and President, XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation (present)
Executive Director, XYMAX REIT Investment Corporation (present)

The above executive director candidate does not own any of XYMAX REIT’s investment units.
The above executive director candidate is the representative director and president of XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation, with which XYMAX REIT has entered into an asset managementagreement. There is no other special interest between the above executive director candidate and XYMAX REIT.
XYMAX REIT has entered into a directors and officers liability insurance contract (provided for in Article 116-3,
paragraph 1 of the Investment Trusts Act) with an insurance company, and that insurance contract covers damages
such as statutory damages or litigation expenses borne after receiving a claim for damages arising from acts carriedout with respect to the duties of the insured party as a director of XYMAX REIT. When the period of that insurance
contract expires, XYMAX REIT plans to execute a contract again with the same terms and conditions. The above
executive director candidate is currently included as executive director in the insured of the relevant insurance contract,and if he becomes executive director, he will continue to be included as insured person under the relevant insurance
contract.

Proposal 3: Appointment of One (1) Substitute Executive Director
We propose the appointment of one (1) substitute executive director if there is an executive director vacancy or if thenumber of executive directors will be less than the legally required number. The period during which a resolution on theappointment of the substitute executive director in this proposal is effective is until the expiration of the term of office ofthe executive director in Proposal 2, pursuant to the provisions of Article 17, paragraph 3 of the current Articles ofIncorporation.
This proposal was submitted with the unanimous consent of all supervisory directors of XYMAX REIT at the meetingof the board of directors held on April 18, 2023.

The substitute executive director candidate is as follows:
Name(Date of Birth)

Personal history, material concurrent posts, and position and duties at XYMAX REIT
April 1984
November 1989
January 1999

Yasushi Yamaguchi(May 28, 1960)

1.
2.

3.

April 2006
April 2012
April 2018

Joined Tokyo Building, Ltd.
Joined Nippon Total Finance Inc.
Joined Recruit Building Management Corporation (presently XYMAX
Corporation)
Director, XYMAX ACCOUNTING PARTNER Corporation
Director, XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation
Director, XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation(present)
Head of Business Administration Division, XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation

The above substitute executive director candidate does not own any of XYMAX REIT’s investment units.
The above substitute executive director candidate is the director of XYMAX REAL ESTATE INVESTMENTADVISORS Corporation, with which XYMAX REIT has entered into an asset management agreement. There is noother special interest between the above substitute executive director candidate and XYMAX REIT.
XYMAX REIT has entered into a directors and officers liability insurance contract (provided for in Article 116-3,
paragraph 1 of the Investment Trusts Act) with an insurance company, and that insurance contract covers damages
such as statutory damages or litigation expenses borne after receiving a claim for damages arising from acts carriedout with respect to the duties of the insured party as a director of XYMAX REIT. When the period of such insurance
contract expires, XYMAX REIT plans to execute a contract again with the same terms and conditions. If the above
substitute executive director candidate takes the office as executive director, that substitute executive director
candidate is included in the insured parties under the insurance contract.

Proposal 4: Appointment of Two (2) Supervisory Directors
We propose the appointment of two (2) supervisory directors, as the terms of office of supervisory directors Yasuyuki
Kuribayashi and Tomonori Ishiwata will expire upon the conclusion of the General Unitholders Meeting. The provisionsof Article 99, paragraph 2 of the Investment Trusts Act and the proviso to Article 17, paragraph 2 of the current Articles ofIncorporation apply to the respective terms of office of the supervisory directors in this proposal, and the terms of officewill be until the conclusion of the general unitholders meeting where a proposal is made for appointment of an executive
director held within 30 days from the day after the day on which two (2) years have elapsed sicne the appointment..

The supervisory director candidates are as follows:
Candidate
No.

Name(Date of Birth)

Personal history, material concurrent posts, and position and duties at XYMAX REIT
April 1992
June 1997
June 1999

1

Yasuyuki Kuribayashi(December 14, 1962)

December 2000
April 2001
November 2005
September 2017
April 1998
April 2000

2

Tomonori Ishiwata(February 8, 1975)

July 2014
June 2017
September 2017
June 2021

1.
2.
3.
4.

Joined Yumoto, Kogo & Mori
Joined Coudert Brothers New York
Established Kuribayashi (specified joint enterprise (tokutei kyodo
jigyo) with Coudert Brothers Tokyo)
Joined Tanaka & Takahashi
Partner, Yuwa Partners (presently City-Yuwa Partners) (present)
Supervisory Director, Top REIT, Inc. (presently Nomura Real Estate
Master Fund, Inc.)
Supervisory Director, XYMAX REIT Investment Corporation(present)
Joined K.K. Kawamura Fudosan Kantei Jimusho
Joined Century Ota Showa & Co. (presently Ernst & Young
ShinNihon LLC)
Joined First Brothers Co., Ltd.
Joined Tokyo Kyodo Accounting Office (present)
Supervisory Director, XYMAX REIT Investment Corporation(present)
Auditor, Japan Association of Real Estate Counselors (present)

Neither supervisory director candidate owns XYMAX REIT’s investment units.
There is no special interest between the above supervisory director candidates and XYMAX REIT.
Both of the above supervisory director candidates currently supervise all aspects of the execution of duties by
XYMAX REIT’s executive directors as supervisory directors of XYMAX REIT.
XYMAX REIT has entered into a directors and officers liability insurance contract (provided for in Article 116-3,
paragraph 1 of the Investment Trusts Act) with an insurance company, and that insurance contract covers damages
such as statutory damages or litigation expenses borne due to receiving a claim for damages arising from acts carriedout with respect to the duties of the insured party as a director of XYMAX REIT. When the period of that insurance
contract expires, XYMAX REIT plans to execute a contract again with the same terms and conditions. Both of theabove supervisory director candidates are currently included as supervisory directors in the insured of the relevant
insurance contract, and if they become supervisory directors, they will continue to be included as insured persons
under the relevant insurance contract.

Reference Matter
If any one of the proposals to be submitted to the General Unitholders Meeting conflicts with any of the other proposals,
the provisions of Article 93, paragraph 1 of the Investment Trusts Act and the “Deemed Approval” as provided for in Article
14 of the current Articles of Incorporation will not be applied with respect to any of the conflicting proposals. For
clarification, none of the proposals from Proposal 1 through Proposal 4 above are believed to be in conflict with anotherproposal.
As for the proposals from Proposal 2 through Proposal 4 to which Article 14 Paragraph 3 of the Articles of Incorporationof XYMAX REIT applies, no notifications expressing opposition to said proposals have been made by minority unitholders
as of April 18, 2023. If a notification expressing opposition to the proposals from Proposal 2 through Proposal 4 is madeby minority unitholders within two weeks from April 18, 2023, “Deemed Approval” shall not be applied to said proposals.
If a notification expressing opposition to the proposals from Proposal 2 through Proposal 4 is made by minority unitholders
during said period, the fact that such notification has been made and that “Deemed Approval” will not be applied to said
proposals will be posted on XYMAX REIT’s website (https://xymaxreit.co.jp/en/index.html).

End of document