For Translation Purpose(Securities Code: 8956)
September 5, 2022

To Our Unitholders

1-5-1 Otemachi, Chiyoda Ward, TokyoNTT UD REIT Investment Corporation
Executive Director Takeshi Oodera

Notice of Convocation of
the Twelfth General Meeting of Unitholders
NTT UD REIT Investment Corporation (“NUD”) would like to express our
sincere gratitude for your loyal patronage.
We hereby notify you of the Twelfth General Meeting of Unitholders (the“General Meeting”) of NUD to be held as outlined below.
Given the state of the COVID-19 pandemic in Japan, it is recommended thatall unitholders refrain from coming to the venue of the General Meeting. If
you do not attend the General Meeting, you are entitled to exercise yourvoting rights in writing.
Please indicate your vote in favor or against on the Voting Rights Exercise
Form enclosed herewith after reading the attached Reference Document for
the General Meeting of Unitholders and return the form so that it reaches usby 5:00 p.m. on September 26, 2022 (Monday).
Please note that NUD stipulates a provision concerning “Deemed AffirmativeVote” in Article 20, Paragraph 8 of the Articles of Incorporation in accordancewith the provision of Article 93, Paragraph 1 of the Act on Investment Trusts
and Investment Corporations (the “Investment Trusts Act”) as described
below. This means that if a unitholder does not attend the General Meetingand 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 to
the General Meeting.
(Excerpts from the Current Articles of Incorporation of NTT UD REIT)
Article 20, Paragraph 8 of the Current Articles of Incorporation
Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights
shall be deemed to approve the proposals for resolution (excluding any proposal with purposesthat conflict with each other in the case that multiple proposals are submitted) submitted to
the general meeting of unitholders. In such a case, the number of voting rights of unitholders
deemed to approve the proposals for resolution shall be included in the number of voting rights
of attending unitholders.

- 1 -1. Date and Time:
2. Venue:

September 27, 2022 (Tuesday) 10:00 a.m.
(Planned reception start time: 9:30 a.m.)
Conference Room, Granpark Plaza Building 3F
3-4-1 Shibaura, Minato Ward, Tokyo(Please refer to the Map to the Venue of theGeneral Meeting of Unitholders at the end of
this document.)

3. Purpose of the General Meeting:
Matters to Be Resolved
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Proposal No. 5:

Partial Amendments to the Articles ofIncorporation
Election of One Executive Director
Election of One Substitute Executive Director
Election of Two Supervisory Directors
Election of One Substitute Supervisory Director(Requests) ◎ 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 appointing another unitholder with voting
rights as your proxy. Please note that submission of a document evidencing theauthority of proxy will be required.
◎ In case there are any amendments to the matters in the Reference Documents
for the General Meeting of Unitholders, the amended matters will be posted on
the NDU’s website (https://www.nud-reit.co.jp/en).
◎ In order to minimize the risk of COVID-19 infection at the venue, the decision has
been made this time to not hold the Asset Management Status Presentation
Meeting by NTT Urban Development Asset Management Corporation, the asset
management company for NUD, that is usually held after the close of a general
meeting of unitholders.
Instead, the following webcasting on management status is planned. Your
understanding is greatly appreciated. The financial results briefing videos andfinancial results briefing materials for the fiscal period ending April 2022 of NUD
can be found on its website (http://nud-reit.co.jp/en/).
◎ In light of the state of the COVID-19 pandemic in Japan, we will be taking
measures to prevent COVID-19 infection at the General Meeting. For details,
please check the attached “Measures to Prevent COVID-19 Infection.”◎ Please also check NUD’s website (http://nud-reit.co.jp/en/) as we may post
announcements and such on postponement or change of venue of the General
Meeting and changes in our approach to the measures to prevent COVID-19
infection at the General Meeting depending on future changes in thecircumstances.
◎ Please check NUD’s website (http://nud-reit.co.jp/en/) for the notice ofresolutions that is usually sent out to all unitholders after the General Meeting ofUnitholders, as it will be posted on the website instead of send via written notice.
◎ No gifts will be prepared for the attending unitholders of the General Meeting.
Your understanding is greatly appreciated.

- 2 -Measures to Prevent the Spread of COVID-19 Infection
In light of the status of the COVID-19 pandemic in Japan, we plan to take thefollowing measures to ensure the safety of attendees at the General Meetingof Unitholders and to prevent the spread of infection. We ask for yourunderstanding and cooperation.
<Requests to All Unitholders>・ You are entitled to exercise your voting rights at the General Meeting inwriting. In view of ensuring the safety of all unitholders and preventing
COVID-19 infection, it is recommended that all unitholders refrain fromcoming to the venue of the General Meeting and exercise voting rights bysending the enclosed Voting Rights Exercise Form via postal mail inadvance.
・ Particularly, elderly people, people with underlying health conditions andpregnant women are urged to consider not coming to the venue of theGeneral Meeting.
<Requests to Unitholders Coming to the Venue>
・ There may not be enough seats available at the venue on the day of theGeneral Meeting, as we plan to distance the seats for the unitholders
coming to the venue as part of the precautions against COVID-19 infection.
Please be advised in advance that we will be restricting entry into thevenue in the event that not enough seats are available.
・ Please understand that the directors, candidates for director, and theGeneral Meeting’s organizing staff will be attending wearing face masks
or the like.
・ We ask for the cooperation of the unitholders coming to the venue to comewearing face masks or the like and to sanitize hands using the alcoholbased hand sanitizers placed at the reception to the venue.
・ We will be measuring your body temperature at the reception to the venue.
Unitholders who do not cooperate may be refused entry into the venue.
Please also be advised in advance that unitholders having hightemperatures of 37.5°C or higher at the time of measurement andunitholders who are coughing or showing other possible symptoms of
COVID-19 may be refused entry into the venue.
・ Please be advised in advance that those who appear to be unwell during
the General Meeting may be approached by organizing staff and asked toleave.

- 3 -・ Reception for the venue will take a longer time than usual due to taking
each of the measures described above. When coming to the venue, we ask
that you come well beforehand wherever possible.
・ In order to minimize the risk of COVID-19 infection at the venue, thedecision has been made this time to not hold the Asset Management
Status Presentation Meeting by NTT Urban Development AssetManagement Corporation, the asset management company for NUD, withthe aim of shortening the time unitholders spend at the venue. Your
understanding is greatly appreciated. Briefing videos and materials for the
management status of NUD for the fiscal period ended April 31, 2022, canbe found on NUD’s website (http://nud-reit.co.jp/en).
・ We may take measures other than the above as necessary in view ofmaintaining the order of the General Meeting and preventing COVID-19
transmission. We ask for your understanding and cooperation.
Please also check NUD’s website (http://nud-reit.co.jp/en) as we may post
announcements and such on postponement or change of venue of theGeneral Meeting and changes in our approach to the measures describedabove depending on future changes in the circumstances.

- 4 -Reference Document for the General Meeting of Unitholders
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reasons for Amendments(1) Matters Relating to Article 15 of the Proposed Amendment① (Matters Relating to Article 15, Paragraphs 1 and 2 of the Proposed
Amendment)
With respect to the system of asset management fees to the asset
management company, NUD, against the backdrop of steady growth of its
assets under management, has resolved to reduce the rate of AssetManagement Fee 1, which is linked to the total amount of income
generated from the leasing of real estate, etc. in the assets undermanagement, for the purpose of linking the fee to the asset managementcompany and unitholder profit more closely. Moreover, with regard to AssetManagement Fee 2, NUD has decided to abolish remuneration linked to its
total distributable amount. Instead, it will introduce new fees linked to the
distributable amount per investment unit.
② (Matters Relating to Article 15, Paragraphs 3, 4 and 5 of the Proposed
Amendment)
With the growth of NUD’s asset size, opportunities for acquisition andtransfer of real estate, etc. with the aim of maintaining a high-quality
portfolio—including property replacement—are increasing, and projects are
becoming larger, more diverse, and more complex. As such, NUD is revising
its rates for the purpose of flexibly establishing appropriate rates in line withthe degree of difficulty and volume of asset management operations
related to the acquisition and transfer of real estate, etc. NUD is also
revising the wording of related regulations with the aim of unification.
③ (Matters Relating to Supplementary Provisions on Proposed Amendment)
The calculation method of the above new Asset Management Fee will beapplied from the operating period of NTUD starting on November 1, 2022.
New supplementary provisions will also be established for the effective
date of the amendment to the Articles of Incorporation regarding ① and② above.
(2) (Matters Relating to Article 20, Paragraph 6 of the Proposed Amendment)
Revised provisions stipulated in Supplementary Provision No. 3 of the “Act on
Arrangement of Relevant Acts Incidental to Enforcement of the Companies
Act” (Act No. 71 of 2019) will come into force on September 1, 2022.
Changes will be made as necessary, however, due to the introduction of theelectronic provision system for Reference Documents for the General
Meeting of Unitholders, etc.

- 5 -(3) (Matters Relating to Article 20, Paragraph 10 of the Proposed Amendment)
A new provision is to be established to exempt from the deemed approvalsystem as stipulated in Article 93, Paragraph 1 of the Investment Trusts Act
and Article 20, Paragraph 8 of the current Articles of Incorporation certain
items to be resolved at the General Meeting of Unitholders that may have asignificant impact on the management structure of NUD and for which it isconsidered difficult by nature to submit proposals with conflicting purposes.
(4) (Matters Relating to Article 20, Paragraph 14 of the Proposed Amendment)
In light of the recent trend of digitization, necessary changes will be made insupport of the preparation of General Meetings of Unitholders’ minutes inelectronic form from the viewpoint of optimizing and streamlining theadministrative work involved in preparing the minutes.
(5) (Matters Relating to Attachment to the Proposed Amendment to the Articles ofIncorporation “Methods and Standards of Asset Evaluation” III. Methods andStandards of Asset Evaluation 1. 2) and 4))
Part of NUD’s asset evaluation method will be changed as required in linewith the revision of the Accounting Standard for Financial Instruments.
(6) OtherIn addition to the above, amendments will be made as required to therenumbering of the Articles of Incorporation associated with the abovechanges.

- 6 -

2.

Particulars of Amendments
Amendments to the current Articles of Incorporation are proposed as follows.

*Amendments are underlined in the text.
Current Articles of Incorporation
Proposed Amendments
Article 15 (Calculation Methods andArticle 15 (Calculation Methods andPayment Date of Asset Management
Payment Date of Asset Management
Fees to Asset Management Company)
Fees to Asset Management Company)
The calculation methods and payment
The calculation methods and payment
date of asset management fees payable
date of asset management fees payable
to the asset management company toto the asset management company towhich the Investment Corporation
which the Investment Corporation
entrusts management of its assets are
entrusts management of its assets are
as follows.
as follows.
1. Asset Management Fee 1
1. Asset Management Fee 1
Asset Management Fee 1 shall be
Asset Management Fee 1 shall be
the amount (rounded down to thethe total amount of rents, common
nearest 1 yen) equivalent to 3% ofarea charge, parking fees, incidental
the total amount of rents, common
revenue, facility use charge, facility
area charge, parking fees, incidental
installation charge, delay damage
revenue, facility use charge, facility
charge, cancellation penalty or
installation charge, delay damage
similar monies for cancelling leasecharge, cancellation penalty or
agreements, and other income fromsimilar monies for cancelling leaseleasing operations, generated fromagreements, and other income fromreal estate, etc. (including real estateleasing operations, generated frombacking securities and other assets
real estate, etc. (including real estatethat the Investment Corporation
backing securities and other assets
acquires) in the Investment Assets,that the Investment Corporationand calculated for each settlement
acquires) in the Investment Assets,
period, multiplied by a rate
separately agreed upon between theand calculated for each settlement
Investment Corporation and the asset
period. However, if the Investment
management company up to 2.5%
Assets are equity interests as set(rounded down to the nearest 1 yen).
forth in II. (1) A. a. 4) in the Asset
However, if the Investment Assets are
Management Targets and Policies inequity interests as set forth in II. (1)the Exhibits or real estate backed
A. a. 4) in the Asset Management
securities as set forth in II. (1) A. b. in
Targets and Policies in the Exhibits or
the Asset Management Targets andreal estate backed securities as set
Policies in the Exhibits, the amountforth in II. (1) A. b. in the Assetshall be equivalent to 3% of the total
Management Targets and Policies inamount (rounded down to thethe Exhibits, the amount shall be thenearest 1 yen) of dividend income,total amount (rounded down to theinterests or similar revenues for thenearest 1 yen) of dividend income,said equity interests or real estateinterests or similar revenues for the
backed securities, calculated forsaid equity interests or real estateeach settlement period. Moreover,backed securities, calculated for eachgains from sale of real estate, etc.
settlement period. Moreover, gains(including real estate backing thefrom sale of real estate, etc.
securities and other assets that the(including real estate backing theInvestment Corporation acquires) andsecurities and other assets that theother assets in the Investment Assets
Investment Corporation acquires) andshall be excluded. The Investment
other assets in the Investment Assets
Corporation shall pay the amountshall be excluded. NUD shall pay theand the consumption taxes and local
amount and the consumption taxes
consumption taxes levied on theand local consumption taxes leviedamount within a month after theon the amount within a month after
accounts are settled.
the accounts are settled.
2. Asset Management Fee 2
2. Asset Management Fee 2
Asset Management Fee 2 shall be
The "Distributable amount” before
the amount equivalent to 3% of theAsset Management Fee 2 for the- 7 -Current Articles of Incorporation
distributable amount calculated foreach settlement period (rounded
down to the nearest 1 yen), and theInvestment Corporation shall pay theamount and the consumption taxes
and local consumption taxes leviedon the amount within a month after
the accounts are settled.
“Distributable amount” shall be theamount calculated from net income
before tax before the deduction ofAsset Management Fee 2, calculated
in accordance with generally
accepted corporate accounting
principles and other corporate
accounting practices, plus acompensation amount for the losses
carried forward, if any.

Proposed Amendments
relevant settlement period calculated
for each fiscal period (defined below)
for the relevant fiscal period divided
by the total number of investment
units issued and outstanding for the
relevant fiscal period (thedistributable amount per unit before
deduction of Asset Management Fee2), which is calculated for each fiscal
period, multiplied by 1,000,000 anda rate separately agreed upon
between the Investment Corporationand the asset management company
up to 10% (rounded down to thenearest 1 yen). Said amount and theamount equivalent to consumption
tax and local consumption tax on
said amount shall be paid within one
month after the final settlement of
the accounting period. Simply stated,
it is calculated using the following
formula.
Asset Management Fee 2 =Distributable amount per unit before
deduction of Asset Management Fee
2 × 1,000,000 × 10% as the
maximum rate to be separately
agreed upon between the Investment
Corporation and the AssetManagement Company (rounded
down to the nearest 1 yen)In the event that the Investment
Corporation holds treasury
investment units that have not been
disposed of or cancelled as of therelevant fiscal period, the total
number of investment units issued
shall be the total number ofinvestment units issued as of therelevant fiscal period less the numberof treasury investment units held by
the Investment Corporation. In theevent of a consolidation or split of theInvestment Corporation’s investment
units, the total number of investment
units issued and outstanding for the
fiscal period after the business period
in which the consolidation or split
takes place shall be the number
adjusted to the number of units
before the consolidation or split by
the consolidation ratio or split ratio.
The “Distributable amount before
deduction of Asset Management Fee
2” shall mean the amount of income
before income taxes (before- 8 -Current Articles of Incorporation

3. Asset Management Fee 3
When the Investment Corporation
has newly acquired real estate, etc.
as the Investment Assets (including
the case where the Investment
Corporation has acquired securities
and other assets backed by realestate), the Investment Corporation
shall pay the amount designated in
the asset management agreement it
has concluded with the asset
management company, in
accordance with the acquisition priceof the real estate, etc. (meaning the
combined acquisition price for theland and building, or the respective
acquisition price when multiple realestate properties are acquired
simultaneously; with the amountequivalent to theconsumptions taxes and local
consumption taxes as well as
expenses associated with theacquisition are excluded), to an
extent not larger than the sum totalof the amount obtained bymultiplying the acquisition price by
the following rates (rounded down to
the nearest 1 yen) and the amountequivalent to the consumption taxes
and local consumption taxes leviedon the amount. Payment shall bemade by the end of the monthfollowing the month to which theacquisition date belongs.
・ 0.5% for the portion up to 10
billion yen
・ 0.2% for the portion over 10
billion yen and up to 30 billion
yen
・ 0.05% for the portion over 30
billion yen and up to 50 billion
yen
・ None for the portion over 50
billion yen
Furthermore, in the event that theacquisition is made from interested
parties, etc. of the asset
management company as defined in

Proposed Amendments
deduction of Asset Management Fee
2 and non-deductible consumption
taxes) calculated pursuant to theInvestment Trusts Act, generally
accepted corporate accounting
standards and other corporate
accounting practices. The “amountavailable” shall mean the amountafter compensating for the net
operating loss carried forward, if any.
3. Asset Management Fee 3
When the Investment Corporation
has newly acquired real estate, etc.
as the Investment Assets (including
the case where the Investment
Corporation has acquired securities
and other assets backed by realestate), the Investment Corporation
shall pay the acquisition price of thereal estate, etc. (meaning the
combined acquisition price for theland and building, or the respective
acquisition price when multiple realestate properties are acquired
simultaneously; with the amountequivalent to the consumptions taxes
and local consumption taxes as well
as expenses associated with theacquisition are excluded), to an
extent not larger than the sum totalof the amount obtained bymultiplying the acquisition price by
the rates separately agreed upon
between the Investment Corporationand the Asset Management Company
up to 0.5%(rounded down to thenearest 1 yen) and the amountequivalent to the consumption taxes
and local consumption taxes leviedon the amount. Payment shall bemade by the end of the monthfollowing the month to which theacquisition date belongs.

- 9 -Current Articles of Incorporation
the asset management agreement
which the Investment Corporation
has concluded with the asset
management company (which
includes all interested parties, etc. as
defined in the Investment Trusts Act),the rates to be applied shall be one
half of the above rates.
4. Asset Management Fee 4
When the Investment Corporation
has transferred real estate, etc. held
as the Investment Assets (including
the case where the Investment
Corporation has transferred
securities and other assets backed byreal estate), the Investment
Corporation shall pay, by the last dayof the month following the month inwhich the transfer takes place, anamount determined by the asset
management agreement concluded
with the asset managementcompany, up to the total of thefollowing rates multiplied by thetransfer price (rounded down to thenearest 1 yen) and the amountequivalent to consumption tax andlocal consumption tax on the said
amount (including cases where theInvestment Corporation transfers
securities or other assets backed byreal estate). The transfer price is of
the land and building as a single unit.
If multiple properties are transferredat the same time, the transfer priceshall be the transfer price of each ofthem. However, the amountequivalent to consumption tax andlocal consumption tax, as well as
costs associated with the transfer,shall be excluded.
・ 0.25% for the portion up to 10
billion yen
・ 0.1% for the portion over 10
billion yen and up to 30 billion
yen
・ 0.025% for the portion over 30
billion yen and up to 50 billion
yen
・ None for the portion over 50
billion yen
5. Asset Management Fee 5
When the asset managementcompany conducts an investigationand evaluation of the real estate, etc.
(including securities and other assets
backed by real estate) held by thecounterparty to a consolidation-typemerger or an absorption-type merger

Proposed Amendments

4. Asset Management Fee 4
When the Investment Corporation
has transferred real estate, etc. held
as the Investment Assets (including
the case where the Investment
Corporation has transferred
securities and other assets backed byreal estate), the transfer price shallbe multiplied by a rate of up to 0.25%
to be separately agreed upon
between the Investment Corporationand the asset management company(rounded down to the nearest 1 yen).
The amount shall be paid by the last
day of the month following the monthin which the transfer date falls. The
transfer price is of the land andbuilding as a single unit. If multiple
properties are transferred at thesame time, the transfer price shall be
the transfer price of each of them.
However, the amount equivalent to
consumption tax and local
consumption tax, as well as costs
associated with the transfer, shall be
excluded.

5. Asset Management Fee 5
When the asset managementcompany conducts an investigationand evaluation of the real estate, etc.
(including securities and other assets
backed by real estate) held by thecounterparty to a consolidation-typemerger or an absorption-type merger- 10 -

Current Articles of Incorporation
involving the Investment Corporation(including the case where NUD is theentity surviving the absorption-typemerger or becomes the dissolving
entity in an absorption-type merger;
the same applies hereinafter)(hereinafter, collectively referred toas the “merger”) or other mergerrelated services for NUD and themerger becomes effective, NUD shall
pay the amount designated in theasset management agreement it has
concluded with the asset
management company, to an extent
not larger than the amountequivalent to 0.5% of the evaluation
value as of the effective date of themerger of the real estate, etc. held by
the counterparty to the merger ofwhich are those succeeded or held by
the entity incorporated in the
consolidation-type merger or the
corporation surviving the absorptiontype merger (rounded down to thenearest 1 yen) and the amountequivalent to the consumption taxes
and local consumption taxes leviedon the amount. Payment shall bemade by the end of the monthfollowing the month to which theeffective date of the merger belongs.
Article 20 (Matters Concerning General
Meeting of Unitholders)
1. to 5. (Text omitted)(Newly established)

6. (Text omitted)
7. (Text omitted)
8. (Text omitted)(Newly established)

Proposed Amendments
involving the Investment Corporation(including the case where NUD is theentity surviving the absorption-typemerger or becomes the dissolving
entity in an absorption-type merger;
the same applies hereinafter)(hereinafter, collectively referred toas the “merger”) or other mergerrelated services for NUD and themerger becomes effective, NUD shallpay, by the last day of the monthfollowing the month in which themerger takes effect, the amount of
the evaluation value as of theeffective date of the merger of thereal estate, etc. held by thecounterparty to the merger of which
are those succeeded or held by theentity incorporated in the
consolidation-type merger or the
corporation surviving theconsolidation-type merger (rounded
down to the nearest 1 yen) multipliedby the rates separately agreed upon
between NUD and the asset
management company (rounded
down to the nearest 1 yen), not larger
than 0.5%, and the amountequivalent to the consumption taxes
and local consumption taxes leviedon the amount.
Article 20 (Matters Concerning General
Meeting of Unitholders)
1. to 5. (Unchanged from the existingtext)
6. When convening a general meetingof unitholders, the Investment
Corporation shall take measures toprovide information that is thecontents of the reference documents
for the general meeting ofunitholders, etc. in electronic form.
Moreover, when the Investment
Corporation delivers a document to aunitholder who has requested
delivery, the Investment Corporation
may choose not to include in the
document all or part of the mattersfor which electronic provision
measures,stipulated by a Cabinet
Office Ordinance, are taken.
7. (Unchanged from the existing text)
8. (Unchanged from the existing text)
9. (Unchanged from the existing text)
10. Notwithstanding the provisions of
the preceding paragraph, thedeemed approval provisions of thepreceding paragraph shall not- 11 -

Current Articles of Incorporation

9. (Text omitted)
10. (Text omitted)
11. (Text omitted)
12. With respect to the proceedings ofthe general meting of unitholders,
minutes shall be prepared containing
matters prescribed by laws andregulations. The attending chairman,
executive directors, and supervisory
directors shall sign and seal theminutes. The minutes that have been
prepared, signed, and sealed shall be
kept in the head office of the theInvestment Corporation for a periodof ten (10) years from the day of said
General Meeting of Unitholders.
(Newly established)

Proposed Amendments
apply to resolutions on proposals
pertaining to each of the following
items:
1) Dismissal of executive
director, supervisory director,
or accounting auditor
2) Amendments to the Articles ofIncorporation (limited,
however, to the enactment,
amendment, or abolition ofprovisions related to deemed
approval).
3) Dissolution4) Approval to terminate theasset managementagreement by the AssetManagement Company
5) Termination of the asset
management agreement by
NTT UD REIT
11. (Unchanged from the existing text)
12. (Unchanged from the existing text)
13. (Unchanged from the existing text)
14. With regard to the proceedings ofthe general meeting of unitholders,
minutes will be prepared, in which
the matters specified by laws andregulations are described orrecorded. The minutes shall be
kept in the head office of theInvestment Corporation for a periodof ten (10) years from the day of
said General Meeting ofUnitholders.

(Supplementary Provisions)
Changes to Article 15 (Calculation
Methods and Payment Date of AssetManagement Fees to Asset Management
Company) shall take effect on November
1, 2022 and shall apply from thebusiness period beginning on that date.
This supplementary provision shall bedeleted by this supplementary provision
after the effective date has passed.

[Exhibits][Exhibits]
Methods and Standards of Asset Evaluation Methods and Standards of Asset Evaluation
The following shall be the methods and
The following shall be the methods andstandards of asset evaluation
standards of asset evaluation(hereinafter, the “Evaluation Standards”)(hereinafter, the “Evaluation Standards”)
separately established based on Article
separately established based on Article
11, Paragraph 1 of the Articles of
11, Paragraph 1 of the Articles ofIncorporation.
Incorporation.
I.–II. (Text omitted)
I.–II. (Unchanged from the existing text)
III. Methods and Standards of Asset
III. Methods and Standards of Asset
Evaluation
Evaluation- 12 -

Current Articles of Incorporation
1. The methods and standards ofasset evaluation for theInvestment Corporation shall be
provided as follows in accordancewith the types of the Investment
Assets.
(1) (Text omitted)(2) Securities
1) Securities listed on thefinancial instruments
exchange
The price calculated basedon the closing price of theexchange-traded financial
instruments market or
foreign financial instruments
market established by afinancial instruments
exchange. However, if there
is no closing price, the priceis calculated based on thequoted price (the lowest
price of the published offer
price or the highest
published bid price, or the
average price if both are
published).
2) Securities other than theabove
If there is a market price forthe relevant securities(prices quoted by brokers ofentities engaged in Type 1
Financial Instruments
Business as prescribed in
the FIEA (including quoted
prices) or the price at whicha transaction is executed ona financial instruments
exchange or a trading
system that enables trading
and redemption, etc. at any
time in accordance with thetrading price on a financial
instruments exchange; thesame shall apply
hereinafter), the value basedon the market price. If there
is no market price, the value
calculated by a reasonable
method as equivalent
thereto. However, forpreferred securities,
commercial papers, foreign
beneficiary securities of atrust in loan claims,
negotiable deposit
certificates issued by a

Proposed Amendments
1. The methods and standards ofasset evaluation for theInvestment Corporation shall be
provided as follows in accordancewith the types of the Investment
Assets.
(1) (Unchanged from the existingtext)(2) SecuritiesThose classified as held-tomaturity debt securities arevalued at cost. Thoseclassified as available-for-salesecurities shall be valued atfair value. Stocks and othersecurities without a market
price, however, shall bevalued at acquisition cost.

- 13 -

Current Articles of Incorporation
foreign person, beneficiaryinterest in trusts and rights
to a foreign person with thenature of the rights inbeneficiary interests intrusts, the value may beevaluated by using theacquisition price if there isno market price or a pricecalculated throughreasonable methods.
(3) (Text omitted)

Proposed Amendments(3) (Unchanged from the existingtext)(4) Rights related to derivativetransactions
Net receivables and payables
arising from derivativetransactions are valued at fairvalue. Hedge accounting may
be applied, however, totransactions that meet therequirements for hedge
accounting in accordancewith the AccountingStandards for Financial
Instruments and the Practical
Guidelines for Accounting for
Financial Instruments.
Furthermore, special
accounting for interest rate
swaps may be applied fortransactions that satisfy therequirements for special
accounting in accordancewith the AccountingStandards for Financial
Instruments and the Practical
Guidelines for Accounting for
Financial Instruments.

(4) Rights related to derivativetransactions
1) Claims and liabilities
resulting from transactionsof derivatives listed on
financial instruments
exchanges
The value calculated basedon the closing price of therelevant financial
instruments exchange If
there is no closing price,
however, the price iscalculated based on thequoted price (the lowest
published offer price or thehighest published bid price,or the average price if boththe aforementioned are
published).
2) Claims and liabilities
resulting from transactionsof non-listed derivatives
without market price on thefinancial instruments
exchange market
Evaluation shall be made atthe value calculated byreasonable methods as
similar to the market price.
If it is extremely difficult to
calculate a fair evaluation
value, evaluation may bemade at the acquisition
price.
3) Notwithstanding theprovision of the preceding 1)
and 2), hedge accounting
may be applied totransactions that meet therequirements for hedge
accounting in accordancewith the AccountingStandards for Financial
Instruments and thePractical Guidelines for- 14 -

Current Articles of Incorporation
Accounting for Financial
Instruments. Furthermore,
special accounting forinterest rate swaps may be
applied for transactions thatsatisfy the requirements for
special accounting inaccordance with the
Accounting Standards for
Financial Instruments andthe Practical Guidelines for
Accounting for Financial
Instruments.
(5) (Text omitted)

Proposed Amendments(5) (Unchanged from the existingtext)- 15 -

Proposal No. 2: Election of One Executive Director
The term of office of Takeshi Oodera, current executive director, will expire upon the
conclusion of this General Meeting of Unitholders. Therefore, NUD proposes the newelection of one executive director effective as of September 27, 2022. The term ofoffice of the elected executive director shall be until the conclusion of the general
meeting of unitholders that is convened within 30 days from the day following the dayon which 2 years have elapsed since the general meeting of unitholders at which theirelection was proposed, as stipulated in Article 99, Paragraph 2 of the Investment
Trusts Act.
This proposal has been submitted with the unanimous consent of NUD’s supervisory
directors.
The candidate for executive director is as follows.
Name

Brief Career History(Date of Birth)

April 1988
July 2005

April 2013
July 2018
August 2018

June 2019
Takeshi Oodera(April 15, 1964)

July 2019
July 2019
July 2020

April 2021

July 2022

Joined Nippon Telegraph and Telephone
Corporation
General Manager, Planning
Department, Akita Branch, Nippon
Telegraph and Telephone East
Corporation
General Manager, Internal Audit Office,NTT Urban Development Corporation
Director, Premier REIT Advisors Co., Ltd.
(currently NTT Urban Development
Asset Management Corporation)
Director & Director & CFO, Finance
Department, Premier REIT Advisors Co.,
Ltd. (current NTT Urban Development
Asset Management Corporation)
Executive Director, Premier Investment
Corporation (currently NTT UD REIT
Investment Corporation)
General Manager, Public Relations Office,Corporate Strategy Department, NTT
Urban Development Corporation
General Manager, Public Relations Office,Corporate Strategy Department, NTT
Urban Solutions, Inc.
Executive Director, General Manager,
Corporate Strategy Department, Premier
REIT Advisors Co., Ltd. (current NTT
Urban Development AssetManagement Corporation)
Director & General Manager of Corporate
Strategy Department, NTT Urban
Development Asset Management
Corporation (current position)
Executive Director, NTT UD REIT (current
position)- 16 -

Number of
Owned NUD
Investment
Units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Takeshi Oodera, the candidate for executive director, is a Director and General
Manager of the Corporate Strategy Department of NTT Urban Development
Investment Management Corporation, which has concluded an asset
management agreement and a general administration agreement on operationof institutions with NUD.
・ Special interests shared with NUD:
Not applicable except for the above.
・ Position and responsibilities at NUD
Takeshi Oodera, the candidate for executive director, is currently an executive
director of NUD and executes its overall operations.
・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurancecompany as insurance coverage for certain damages that may be incurred in theevent that claims are made against insured parties for damages arising from actsin their capacity as directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. Takeshi Oodera, the candidate for executive
director, is currently included in the insured parties under the insurance contract
as executive director. Takeshi Oodera, the candidate for executive director, will be
included in the insured parties of the insurance contract if he, as executive director,
assumes the position of executive director.

- 17 -

Proposal No. 3: Election of One Substitute Executive Director
Accordingly, in case there is a vacancy that results in a shortfall in the number of
executive directors stipulated in laws and regulations, NUD proposes the election of
one substitute executive director effective as of September 27, 2022. Under this
proposal, the effective period of the resolution on the election of substitute executive
director shall end when the term of office of the executive director elected in Proposal
No. 2 expires, as stipulated in Article 21, Paragraph 4 of the current Articles ofIncorporation.
This proposal has been submitted with the unanimous consent of NUD’s supervisory
directors.
The candidate for substitute executive director is as follows.
Name

Brief Career History(Date of Birth)

April 1981
July 2004
October 2009

May 2013

June 2013

Kazuhiro
Kimura(November 9, 1962)

July 2016

July 2016
July 2019

March 2020
July 2021

May 2022

Joined Nippon Telegraph and Telephone
Public Corporation (currently Nippon
Telegraph and Telephone Corporation)
Manager, Department IV, Nippon
Telegraph and Telephone Corporation
General Manager, General Affairs andPersonnel Department, Nippon
Telegraph and Telephone East
Corporation (Seconded to NTT East
Properties Inc.)
Director & Head of Business Affairs
Group, Premier REIT Advisors Co., Ltd.
(currently NTT Urban Development
Asset Management Corporation)
Director, General Manager of Business
Management Division, Premier REIT
Advisors Co., Ltd. (currently NTT Urban
Development Asset Management
Corporation)
General Manager, Business Planning
Division, Office Building Business
Headquarters, NTT Urban Development
Corporation (current position)
Statutory Auditor, DHC Tokyo Corporation
Statutory Auditor, Premier REIT Advisors
Co., Ltd. (currently NTT Urban
Development Asset Management
Corporation)
Director, Shinagawa Season Terrace Co.,Ltd.
Director, General Manager, Corporate
Strategy Department, NTT Urban
Development Asset Management
Corporation (current position)
Director (non-executive), KSP Community,
Inc. (current position)- 18 -

Number of
Owned NUD
Investment
Units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Kazuhiro Kimura, a candidate for substitute executive director, is Director, General
Manager of Operation I Department of NTT Urban Development AssetManagement Corporation, which has concluded an asset management contract
and a general administrative contract on operation of institutions with NUD.
・ Special interests shared with NUD:
Not applicable except for the above.
・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurancecompany as insurance coverage for certain damages that may be incurred in theevent that claims are made against insured parties for damages arising from actsin their capacity as directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. Kazuhiro Kimura, the candidate for substituteexecutive director, will be included in the insured parties of the insurance contract
if he, as substitute executive director, assumes the position of executive director.
Election of the substitute executive director may be cancelled prior to theappointment through resolution at the board of directors’ meeting of NUD.

- 19 -

Proposal No. 4: Election of Two Supervisory Directors
The terms of office of Haruki Iinuma and Yuji Dai, current supervisory directors, will
expire upon the conclusion of this General Meeting of Unitholders. Therefore, NUD
proposes the election of two supervisory directors effective as of September 27, 2022.
The term of office of the elected supervisory directors shall be until the conclusion ofthis General Meeting of Unitholders to be held within 30 days from the day following
the day on which 2 years have elapsed since the General Meeting of Unitholders at
which their election was proposed.
The candidates for supervisory directors are as follows.
No.

Name
(Date of Birth)

Brief Career History
November 1978

1

2

Yuji Dai(January 20, 1955)

MasakiTakeuchi(December 5, 1972)

Joined Asahi & Co. (currently
KPMG AZSA LLC)
September 1982 Registered as certified public
accountant
May 2001
Managing Partner (current
Partner), KPMG AZSA LLC
July 2011
Deputy General Manager, theSecond Division, Tokyo
Office, KPMG AZSA LLC
July 2013
Established Yuji Dai Certified
Public Accountant Office
Head of Yuji Dai Certified
Public Accountant Office(current position)
September 2013 Established ABP Inc.
President & CEO, ABP Inc.
(current position)
June 2014
Director, Escrow AgentJapan, Inc. (current position)
Auditor, Yamashita RubberCo., Ltd. (current position)
April 2015
Supervisory Director, Premier
Investment Corporation(current position)
April 1996
Joined Sakura Bank, Ltd.
(currently Sumitomo Mitsui
Banking Corporation)
April 2002
Registered as lawyer
Joined Iinuma Law Office
April 2012
Iinuma Law OfficePartner (current position)

Number of
Owned NUD
Investment
Units- 20 -

0 units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Yuji Dai, the candidate for supervisory director, is Head of Yuji Dai Certified Public
Accountant Office and President & CEO of ABP Inc.
Masaki Takeuchi, the candidate for supervisory director, is a partner at the
Iinuma Law Office.
・ Special interests shared with NUD:
Not applicable to either candidate.
・ Position with NUD:
Yuji Dai, the candidate for supervisory director, is currently engaged as supervisory
director of NUD in overseeing the overall duties of the executive director NUD.
・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurancecompany as insurance coverage for certain damages that may be incurred in theevent that claims are made against insured parties for damages arising from actsin their capacity as directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. Yuji Dai, the candidate for supervisory
director, is currently included in the insured parties under the insurance policy as
a supervisory director. Both candidates will be included in the insured parties of
the insurance contract if they, as substitute supervisory director, assume theposition of supervisory director.

- 21 -

Proposal No. 5: Election of One Substitute Supervisory Director
The resolution to elect Jun Ozeki, the current substitute supervisory director, will cease
to be effective As of the conclusion of this General Meeting of Unitholders. Accordingly,
in case there is a vacancy that results in a shortfall in the number of supervisory
directors stipulated in laws and regulations, NUD proposes election of one substitutesupervisory director as of September 27, 2022. Under this proposal, the effective
period of the resolution on the election of substitute supervisory director shall end
when the terms of office of the supervisory directors elected in Proposal No. 4 expire,as stipulated in Article 21, Paragraph 4 of the current Articles of Incorporation.
The candidate for substitute supervisory director is as follows.
Name

Brief Career History(Date of Birth)

April 1979
January 1984
March 1986
May 2004
July 2016

Jun Ozeki(April 3, 1956)

June 2017
March 2020
April 2021
June 2021

Joined Tokyo Regional Taxation Bureau
Joined Asahi & Co. (currently KPMG
AZSA LLC)
Registered as certified public
accountant
Managing Partner (current Partner),
KPMG AZSA LLC
Established Ozeki Certified Public
Accountant Office
Head of Yuji Dai Certified Public
Accountant Office (current position)
Director and Audit & Supervisory
Committee Member, Techno Medica
Co., Ltd. (current position)
Director and Supervisory Committee
Member, UMC Electronics Co., Ltd.
(current position)
Representative Partner, Chiyoda Tax
Corporation (current position)
Statutory Auditor, Gold Crest Co., Ltd(current position)

Number of
Owned NUD
Investment
Units

0 units

・ Fact that falls under the category of a significant concurrent assignment:
Jun Ozeki, the candidate for substitute supervisory director, is head of Ozeki
Certified Public Accountant Office and Chiyoda Tax Corporation.
・ Special interests shared with NUD:
Not applicable・ Overview of the content of the directors and officers liability insurance contract:
NUD has concluded a directors and officers liability insurance contract provided in
Article 116-3, Paragraph 1 of the Investment Trusts Act with an insurancecompany as insurance coverage for certain damages that may be incurred in theevent that claims are made against insured parties for damages arising from actsin their capacity as directors of NUD.
In addition, the plan is to conclude a contract of the same content again upon
expiration of the insurance contract. Jun Ozeki, the candidate for substitutesupervisory director, will be included in the insured parties of the insurance
contract if he, as substitute supervisory director, assumes the position ofsupervisory director.
Election of the substitute supervisory director may be cancelled prior to theappointment through resolution at the board of directors’ meeting of NUD.

- 22 -

<Reference Matter>
If any one of the proposals to be submitted to the General Meeting contains a conflict ofintent with any other of the proposals, the provision concerning “Deemed AffirmativeVote” as provided for in Article 93, Paragraph 1 of the Investment Trusts Act and Article
20, Paragraph 8 of the current Articles of Incorporation of NUD will not be applied withrespect to any of the so-conflicting proposals.
For clarification, not one of the proposals from Proposal No. 1 to Proposal No. 5 is in
conflict with another proposal.

- 23 -

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