Translation Purposes Only
(Security Code 3488)
May 7, 2019Nobuhito Inatsuki, Executive Director
XYMAX REIT Investment Corporation
1-1-1 Akasaka, Minato-ku, Tokyo
To our Unitholders,

Notice of the 2nd General Unitholders Meeting
You are cordially invited to attend the 2nd General Unitholders Meeting, to be held as outlined below.
If you are unable to attend the meeting, please exercise your voting rights using the Voting Rights Exercise
Form enclosed herewith after reading the attached Reference Documents and return the Form so that it reaches
us by 6:00 p.m. on Wednesday, May 22, 2019.
Please note that XYMAX REIT Investment Corporation stipulates a provision concerning “DefaultedApproval” in Article 14, paragraphs 1 and 2 of the current Articles of Incorporation in accordance with theprovision of Article 93, paragraph 1 of the Act on Investment Trusts and Investment Corporations as described
below. This means that if a unitholder does not attend a unitholders meeting and does not exercise his/her voting
rights using the voting rights exercise form, the unitholder is deemed to be in favor of any proposal submitted tosuch unitholders meeting.
(Excerpts from the current Articles of Incorporation of the Investment Corporation)
Article 14 (Defaulted Approval)
1.
Unitholders who do not attend a general unitholders meeting and do not exercise voting rights shallbe defaulted to approve the proposals for resolution (excluding any proposal with purposes thatconflict with each other in the case that multiple proposals are submitted) submitted to the generalunitholders meeting.
2.
In the case of the preceding paragraph, the number of voting rights of unitholders defaulted toapprove the proposals for resolution shall be included in the number of voting rights of attending
unitholders.
1.
2.
3.

--Date and Time: Thursday, May 23, 2019 at 10:00 a.m.
(Reception start time : 9:30 a.m.)
Venue:
Akasaka Intercity Air 3rd Floor, Akasaka Intercity Conference 301
1-1-1 Akasaka, Minato-ku, Tokyo
Purpose of the Unitholders Meeting:
Matters to be resolved:
Proposal 1: Partial Amendment of the Articles of Incorporation
Proposal 2: Election of One (1) Executive Director
Proposal 3: Election of One (1) Substitute Executive Director
Proposal 4: Election of Two (2) Supervisory Directors

For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk upon
your arrival.
You may exercise your voting rights by proxy. Your proxy must be one (1) individual selected from among
unitholders who have voting rights. Your proxy is requested to present a document evidencing his/her
status as proxy together with the Voting Rights Exercise Form at the reception desk.
Method of announcement of any amendment to the Reference Document for the General Unitholders
Meeting:
If any amendment is made to the Reference Document for the General Unitholders Meeting, such
amendment will be posted on the Company’s Web site (https://xymaxreit.co.jp/).
Immediately after the Unitholders Meeting, an Asset Management Status Presentation Meeting will be held
by XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation, an asset management company of

XYMAX REIT Investment Corporation, at the same venue. Those unitholders attending the Unitholders
Meeting are cordially invited to the presentation meeting.

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REFERENCE DOCUMENT FOR
THE GENERAL UNITHOLDERS MEETING
Proposals and references
Proposal 1: Partial Amendment of the Articles of Incorporation
We propose the changes to the current Articles of Incorporation as set out in 2. Details of Changes below.
1.

Reasons for Amendment(1) The provisions that have become unnecessary due to the end of the Investment Corporation’s
first fiscal period are deleted (relating to Article 34 of the current Articles of Incorporation).
(2) In addition to the above, revisions to wording and uniformity of expressions are carried out.
(relating to Article 9 of the current Articles of Incorporation).

2.

Particulars of Amendments
Amendments to the current Articles of Incorporation are proposed as follows.
(Suggested amendments are underlined in the text)
Current provisions ofthe Articles of Incorporation
Article 9(Convocation and Holding)
1
The Investment Corporation shall convene its
general unitholders meeting on May 10, in
the 31st year of the Heisei era and onwards
without delay, and subsequently convene thegeneral meetings of unitholders on May 10and onwards every two years without delay.

Article 9(Convocation and Holding)
1
The Investment Corporation shall convene its
general unitholders meeting on May 10, 2019and onwards without delay, and subsequently
convene the general meetings of unitholders
on May 10 and onwards every two years
without delay.

2 to 5 (Text omitted)

2 to 5 (Unchanged from the existing text)

Article 34 (Settlement Date)
The fiscal periods for the Investment Corporation
shall be the six months from March 1 throughAugust 31 each year and from September 1 eachyear through the last day of February of thefollowing year (the last day of each fiscal period isreferred to hereinafter as the “settlement date”).
However, the first fiscal period of the Investment
Corporation shall be from the date of its
establishment through August 31, in the 30th year of
the Heisei era.

Article 34 (Settlement Date)
The fiscal periods for the Investment Corporation
shall be the six months from March 1 throughAugust 31 each year and from September 1 eachyear through the last day of February of thefollowing year (the last day of each fiscal period isreferred to hereinafter as the “settlement date”).

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Proposed amendments

Proposal 2: Election of One (1) Executive Director
We propose the appointment of one (1) executive director on June 1, 2019 due to executive director,
Nobuhito Inatsuki, having asked to temporarily resign on May 31, 2019 for term of office adjustment
purposes.
For this proposal, applying Article 99, Paragraph 2 of the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951 as amended; the “Investment Trusts Act”) and the proviso to Article 17
Paragraph 2 of the current Articles of Incorporation of the Investment Corporation, the term of office of theexecutive director will be from the date of appointment, June 1, 2019, to the end of the general unitholders
meeting convened within 30 days after the day that is two years after the date on which the appointment ofexecutive directors is proposed.
This proposal concerning the election of an executive director was resolved with the unanimous consent ofall supervisory directors at the meeting of the board of directors held on April 17, 2019 for submission tothe general unitholders meeting.
The nominee for the executive directorship is as follows:
Name(Date of Birth)
April 1989

Nobuhito
Inatsuki(February 23,1967)

Personal History, material concurrent posts, andposition and duties at the Investment Corporation
First Finance Co., Ltd.

October 1995

Recruit Co., Ltd.

January 2003

XYMAX corporation

June 2003

MAX-REALTY INC. (Secondment)

December 2007

Representative Director, XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation

April 2011XYMAX AXIS Corporation (presently, XYMAXALPHA Corporation) (Secondment)
MAX-REALTY INC. (Secondment)

1.
2.
3.

April 2012

Representative Director, XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation (present)

September 2017

Executive Director, XYMAX REIT Investment
Corporation (present)

The above executive director candidate does not own any the Investment Corporation’s investment units.
The above executive director candidate is the representative director of XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation, the Investment Corporation’s asset management company. There is noother special interest between the above executive director candidate and the Investment Corporation.
The above executive director candidate currently performs all aspects of the business of the Investment
Corporation as an executive director of the Investment Corporation.

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Proposal 3: Election of One (1) Substitute Executive Director
We propose the appointment of a substitute executive director if there is an executive director vacancy or if
the number of executive directors will be less than the legally required number.
Subject to Proposal 2 having passed, the period during which a resolution on the appointment of asubstitute executive director in this proposal is effective is from June 1, 2019 when the executive directorin Proposal 2 is appointed to the end of the general unitholders meeting convened within 30 days after theday that is two years after the date on which the appointment of executive directors is proposed, pursuant toArticle 17 Paragraph 3 of the current Articles of Incorporation of the Investment Corporation.
The validity of the appointment of the substitute executive officer in this proposal may be withdrawn by aresolution of the board of directors only prior to assumption of office.
This proposal concerning the election of a substitute executive director was resolved with the unanimous
consent of all supervisory directors at the meeting of the board of directors held on April 17, 2019 forsubmission to the general unitholders meeting.
The nominee for the substitute executive directorship is as follows:
Name(Date of Birth)

Yasushi
Yamaguchi(May 28, 1960)

1.
2.

Personal History and material concurrent posts
April 1984

Tokyo Building., Ltd.

November 1989

Nippon Total Finance Inc.

January 1999

Recruit Building Management Corporation(presently, XYMAX corporation)

April 2006

Director, XYMAX ACCOUNTING PARTNER
Corporation (presently, XYMAX WITH Corporation)

April 2012

Director, XYMAX REAL ESTATE INVESTMENTADVISORS Corporation (present)

The above substitute executive director candidate does not own any the Investment Corporation’s investment
units.
The above substitute executive director candidate is the director of XYMAX REAL ESTATE INVESTMENTADVISORS Corporation, the Investment Corporation’s asset management company. There is no other special
interest between the above substitute executive director candidate and the Investment Corporation.

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Proposal 4: Election of Two (2) Supervisory Directors
We propose the appointment of two supervisory directors on June 1, 2019 due to supervisory directors
Yasuyuki Kuribayashi and Tomonori Ishiwata having asked to temporarily resign on May 31, 2019 forterm of office adjustment purposes.
For this proposal, applying Article 101, Paragraph 2 of the Investment Trusts Act and the proviso to Article
17 Paragraph 2 of the current Articles of Incorporation of the Investment Corporation, the term of office ofthe supervisory directors will be from the date of appointment, June 1, 2019, to the end of the generalunitholders meeting convened within 30 days after the day that is two years after the date at which theappointment of supervisory directors is proposed.
The nominees for the supervisory directorships are as follows:
NomineeNo.

1

Name(Date of Birth)

Yasuyuki
Kuribayashi(September 6,1956)

Personal History, material concurrent posts, andposition at the Investment Corporation
April 1992
Yumoto, Kogo & Mori
June 1997

Coudert Brothers New York

June 1999

Kuribayashi (specified joint enterprise (tokutei
kyodo jigyo) with Coudert Brothers Tokyo)

December 2000

Tanaka & Takahashi

April 2001

Partner, Yuwa Partners (presently, City-YuwaPartners) (present)

November 2005 Supervisory Director, Top REIT, Inc. (presently,Nomura Real Estate Master Fund, Inc.)
September 2017 Supervisory Director, XYMAX REIT Investment
Corporation (present)

2TomonoriIshiwata(July 14, 1974)

April 1998

K.K. Kawamura Fudosan Kantei Jimusho

April 2000

Century Ota Showa & Co. (presently, Ernst &Young ShinNihon LLC )July 2014

First Brothers Co., Ltd.

June 2017

Tokyo Kyodo Accounting Office (present)

September 2017 Supervisory Director, XYMAX REIT Investment
Corporation (present)

1.
2.
3.

Neither supervisory director candidate owns the Investment Corporation’s investment units.
There is no special interest between the above supervisory director candidates and the Investment Corporation.
Both the above supervisory director candidates currently supervise all aspects of the business of the Investment
Corporation as supervisory directors of the Investment Corporation.

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Reference Matter
If any one of the proposals to be submitted to the general unitholders meeting contains a conflict of intent
with any other of the proposals the provision concerning “Defaulted Approval” as provided for in Article
14 of the current Articles of Incorporation of the Investment Corporation will not be applied with respect toany of the so-conflicting proposals. For clarification, not one of the proposals from Proposal 1 to Proposal
4 is believed to be in conflict with another proposal.
End of document-7-