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.

May 20, 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

Issuance of New Shares via Third-Party Allotment
Ichigo Office decided today to issue new shares via a third-party allotment.
1. Issuance of New Shares via Third-Party Allotment(1) Number of shares to be offered

41,567 shares(2) Issue price

JPY 84,200 per share(3) Total issue amountJPY 3,499,941,400(4) Offering method

The shares will be offered as a thirdparty allotment.

(5) Subscription period

May 28, 2024 (Tuesday)(6) Payment date

May 30, 2024 (Thursday)(7) Allottees and number of shares to beissued to the allottees

Ichigo Trust: 41,567 shares(8) Subscription unit

One share or more in single sharemultiples(9) Administrator

SMBC Nikko Securities(10) The aforementioned items are subject to filings submitted in accordance with the
Financial Instruments and Exchange Act (1948 Law, Act No. 25, including
subsequent revisions).
2. Change in Number of Shares Outstanding After New Issuance
Current total number of shares outstanding
Increase from new shares issued via third-party allotment
Total number of shares outstanding after third-party allotment

1,513,367 shares
41,567 shares
1,554,934 shares

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,
and has not been prepared for the purpose of solicitation of investment.

13. New Issuance Rationale
Ichigo Office has a target of consistently generating total returns to shareholders ofgreater than 8% per annum, and believes that the acquisition of high-quality mid-size
office assets with earnings upside and increasing asset values via value-add capex isessential to achieve this target.
In acquiring high-quality mid-size office assets with earnings upside, Ichigo Officeutilizes its own proprietary sourcing routes as well as strong sponsor support fromIchigo (2337). Ichigo is strengthening its commitment to support the growth of its listed
J-REITs and solar power producer and grow their shareholder value by providing assets
at the optimal time via asset warehousing and bridge funds.
Ichigo Office grows asset value via value-add capex, deploying its asset management
expertise to increase the functionality, competitiveness, and earnings of its assets anddrive higher tenant satisfaction, asset value, and NAV per share.
As announced on April 26, 2024, Ichigo Office sold the Ichigo Ofuna Building on April
26, 2024 and is selling the Ichigo Kudan 2 Chome Building on October 31, 2024 and isusing the proceeds from the sales to acquire high-quality mid-size office assets withearnings upside to support the stability and earnings growth of its portfolio and increase
shareholder value.
Based on a comprehensive analysis of Ichigo Office’s share price, financing scale andcertainty, financing costs including discounts with respect to the new share issuance,
impact on market liquidity after the new share issuance, and share price fluctuation risks
associated with determining the terms and conditions, Ichigo Office is acquiring six
office assets in line with the Investment Trust and Investment Corporation Law Article
2, Clause 1 (1951 Law, Act No. 198, including subsequent revisions) using proceedsfrom the new shares issuance via third-party allotment, loans from partner banks, andcash-on hand, as announced in today’s release “Acquisition of Six Office Assets.”
As a result of the asset sales and acquisitions, Ichigo Office’s post-transaction portfolio
will be 97.8% office assets comprising 89 office assets totaling JPY 220.1 billion(acquisition price-based).
4. Amount to be Procured & Use of Proceeds and Timing(1) Amount to be procured (net proceeds)
JPY 3,499,941,400(2) Use of Proceeds and Timing
Amount(JPY million)
3,499,941,400

Use of Proceeds
Acquisition of assets

DateMay 30, 2024

5. Use of Proceeds
Ichigo Office plans to use the proceeds (JPY 3,499,941,400) from the new share issuancevia third-party allotment to acquire the six office assets, as described in “4. Amount to beProcured & Use of Proceeds and Timing” above.

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,
and has not been prepared for the purpose of solicitation of investment.

2

6. Reasonableness of Terms and Conditions of Share Issuance(1) Basis for issue price calculation
The paid-in amount is JPY 84,200, the closing price of Ichigo Office’s shares in regular
trading at the Tokyo Stock Exchange (“TSE”) on May 17, 2024, the business day prior
to the issuance resolution date.
The paid-in amount of the third-party allotment is calculated based on the closing priceof Ichigo Office’s shares in regular trading at the TSE on the business day prior to theissuance resolution date. Ichigo Office determined that the market price closest to thetime of calculation, the closing price on the business day prior to the issuance resolution
date, is a reasonable price for objectively calculating the current price of Ichigo Office’sshares.
The paid-in amount of JPY 84,200 is a 1.8% premium to JPY 82,677, the averageclosing price of Ichigo Office’s shares of the one month prior to the issuance resolution
date (from April 19, 2024 to May 17, 2024), a 4.5% premium to JPY 80,586, theaverage closing price of Ichigo Office’s shares of the three months prior to the issuanceresolution date (from February 20, 2024 to May 17, 2024), and a 3.2% premium to JPY
81,622, the average closing price of Ichigo Office’s shares of the six months prior to theissuance resolution date (from November 20, 2023 to May 17, 2024).
(2) Basis for reasonableness of the number of shares to be issued and the dilution impact
The number of new shares under the third-party allotment is scheduled to be 41,567
shares, resulting in a 2.7% share dilution in Ichigo Office’s shares outstanding(1,513,367 total as of today).
Ichigo Office believes it is necessary for the allottee to have a deep understanding ofIchigo Office in order to flexibly schedule the execution of the new share issuance via
third-party allotment and designated Ichigo Trust Pte. Ltd. as the allottee. Ichigo Office
determined that Ichigo Trust is an appropriate allottee as Ichigo Office has a sponsor
support agreement with Ichigo Trust and expects further strengthened commitment.
Ichigo Office believes that the flexible acquisition of the six office assets using proceedsfrom the new share issuance via third-party allotment contributes to its long-term
growth.
The office assets that will be acquired using proceeds from the new share issuance arevalued at JPY 15.4 billion, and will contribute to increasing portfolio earnings versus
maintaining the current portfolio without the asset acquisitions, and driving portfolio
diversification and stability, as well as the stability of Ichigo Office’s share price. By
setting the payment date of the third-party allotment close to the start of Ichigo Office’sOctober 2024 fiscal period, Ichigo Office is limiting the dilution of Dividend per Share.

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,and has not been prepared for the purpose of solicitation of investment.

37. Allottee Selection Rationale(1) Overview
Ichigo Trust(1)

Name(2)

Address(3)

Incorporation(4)

Purpose(5)(6)

Establishment DateCapital
Major Shareholders
and Shareholding
Ratio

(7)

(8)

Investment Manager(9)

Domestic Standing
Proxy(10)Relationshipbetween Ichigo Trustand Ichigo Office/Ichigo Investment
Advisors (“IIA”)

Ichigo Trust
Elgin Court, Elgin Avenue, P.O. Box 448, George Town, GrandCayman, KY1-1106, Cayman IslandsCayman Islands Trust Law
Asset management specializing in investments in Japanesecompanies
October 5, 2006JPY 1,146,402 million (as of March 31, 2024）
Primarily university endowments, foundations, and pension
funds in the US and Europe. Details cannot be disclosed due tonondisclosure agreements with Ichigo Trust’s clients.
Ichigo Asset Management International,
Name
Pte. Ltd.
1 North Bridge Road, #06-08 High Street
Address
Centre Singapore 179094
Representative
Partner/CEO Navaid Ejaz Farooqi
Principal Business Investment Management
Capital200,000 SGD
The Hong Kong and Shanghai Banking
Name
Corporation Limited, Tokyo Branch
Address
3-11-1 Nihonbashi, Chuo-ku, Tokyo
Representative
Representative in Japan, Edward Weeks
Principal Business Branch of an overseas bankNone because it is a branch of an overseas
Capitalbank
Ichigo Asset Management InternationalPte. Ltd., which has a discretionary
investment contract with Ichigo Trust, also
has a discretionary investment contract
with Ichigo Trust Pte. Ltd., Ichigo Office’s
Relationship with sponsor Ichigo’s controlling shareholder
and Ichigo Office’s largest shareholder (asIchigo Trustof April 30, 2024).
Ichigo Trust does not have any material
personnel or transactional relationships
with Ichigo Office or IIA, Ichigo Office’s
asset management company.

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,
and has not been prepared for the purpose of solicitation of investment.

4

1
2

Relationship withInvestment
Manager

Ichigo Asset Management InternationalPte. Ltd., Ichigo Trust’s investment
manager, has a discretionary investment
contract with Ichigo Trust Pte. Ltd., Ichigo
Office’s largest shareholder (as of April 30,2024).
Scott Callon, CEO & Representative
Director of Ichigo Asset Management,
Ltd., who provides investment advice tothe investment manager, is also theChairman of Ichigo, IIA’s parent company.
There are no capital or transactional
relationships.

Relationship withDomestic
Standing Proxy

N/A

The above information is as of March 31, 2024 unless stated otherwise.
Ichigo Office has confirmed that Ichigo Trust, its directors, and its major shareholders(investors) do not have any relationships with anti-social forces, and submitted
relevant documents to the TSE.

(2) Allottee Selection Rationale
Please refer to “6. Reasonableness of Terms and Conditions of Share Issuance (2) Basisfor reasonableness of the number of shares to be issued and the dilution impact” above
for Ichigo Office’s rationale for selecting Ichigo Trust as the allottee.
(3) Shareholding Policy of Allottee
The allottee has agreed to not sell the shares to be acquired via the third-party allotment
until after 180 days from the settlement date without the prior written consent of Ichigo
Office and IIA. However, Ichigo Trust can transfer shares to Ichigo Trust Pte. Ltd, but
any such transfers of shares have as their prerequisite that Ichigo Trust Pte. Ltd. submit
prior written notification to Ichigo Office and IIA that it will not sell Ichigo Officeshares acquired via the third-party allotment until after 180 days from the settlement
date without the prior written consent of Ichigo Office and IIA.

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,
and has not been prepared for the purpose of solicitation of investment.

58. Major Shareholders and Percentage of Shareholding(1) Major Shareholders and Percentage of Shareholding Before and After the Subscription
PeriodBefore (as of April 30, 2024)
Ichigo Trust Pte. Ltd.
25.4%
Custody Bank of Japan, Ltd.,
17.3%
Trust Account
The Master Trust Bank of
13.5%
Japan, Trust AccountIchigo9.8%
Nomura Trust & Banking
Co., Ltd., Investment Trust
3.5%
Account
STATE STREET BANKWEST CLIENT – TREATY
1.3%505234
JP MORGAN CHASEBANK 385771
BNP Paribas Securities

After
Ichigo Trust Pte. Ltd.
Custody Bank of Japan,Ltd., Trust Account
The Master Trust Bank ofJapan, Trust AccountIchigoNomura Trust & Banking
Co., Ltd., Investment TrustAccount24.7%
16.9%
13.2%

Ichigo Trust

STATE STREET BANK
0.9% WEST CLIENT – TREATY
505234
JP MORGAN CHASE
0.8%
BANK 385771

9.5%
3.4%
2.6%
1.3%
0.9%

Japan Securities Finance Co.,
0.8% BNP Paribas Securities
0.8%
Ltd.
Morgan Stanley MUFG
Japan Securities Finance
0.8%
0.8%
Securities Co., Ltd.
Co., Ltd.
Note: The composition of major shareholders after the new share issuance is based on
the assumption that there are no changes to the major shareholders as of April 30,
2024 and does not necessarily correspond with the actual composition of major
shareholders.
(2) Matters Relating to Satisfaction of Conduit
N/A
9. Earnings Impact
Ichigo Office’s October 2024 fiscal period earnings forecast is detailed in today’s
release “Upward Earnings Forecast Revision for the October 2024 Fiscal Period.”

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,
and has not been prepared for the purpose of solicitation of investment.

610. Financial Results for the Last Three Fiscal Periods and Equity Financing History(1) Financial results for the last three fiscal periods
October 2022
April 2023
October 2023
Net Income per Share
JPY 1,983
JPY 4,222
JPY 2,045
Dividend per ShareJPY 2,052
JPY 4,224
JPY 2,115
Payout Ratio
103.4 %
100%
103.4 %Net Assets per ShareJPY 67,407
JPY 69,577
JPY 67,399
Note: The financial results for the October 2022, April 2023, and October 2023
fiscal periods are provided above because the April 2024 fiscal period earnings havenot been announced.
(2) Recent share price(i) Share price in the last three fiscal periods
April 2023
October 2023
April 2024
JPY 84,900
JPY 88,600
JPY 85,100
Opening Price
JPY101,700
JPY91,400
JPY85,700
Highest Price
JPY 83,300
JPY 83,800
JPY 76,700
Lowest Price
JPY 88,100
JPY 84,900
JPY 80,900
Closing Price
Note: The opening price, highest price, and lowest price are based on the closing
price of Ichigo Office’s shares in regular trading at the TSE.
(ii) Share price in the last six months1

Dec 2023 Jan 2024
Feb 2024 Mar 2024
84,30081,50081,10078,10084,30083,70081,90082,50080,90081,200
77,70076,70082,50082,80078,40081,200(JPY)
Apr 2024 May 20242
81,00081,80081,60085,00079,30081,80080,90084,200Opening Price
Highest Price1
Lowest Price1
Closing Price1
1
The opening price, highest price, and lowest price are based on the closing price ofIchigo Office’s shares in regular trading at the TSE.
2
The share price for May 2024 is as of May 17, 2024 (Friday).
(iii) Share price on the business day prior to the issuance resolution date
Opening Price
Highest Price
Lowest Price
Close Price

May 17, 2024
JPY 83,800
JPY 84,400
JPY 83,600
JPY 84,200(3) Equity financing conducted in the last three fiscal periods
N/A

Disclaimer: This release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party allotment,
and has not been prepared for the purpose of solicitation of investment.

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