January 31, 2023
To All Concerned Parties
Name of REIT Issuer:
Nippon Building Fund Inc.
Koichi Nishiyama, Executive Director(TSE Code: 8951)
Name of Asset Management Company:
Nippon Building Fund Management Ltd.
Eiichiro Onozawa, President and CEO
Person to Contact:
Yukio Handa, General Manager(TEL. +81-3-3516-3370)

Notice Concerning Amendment of Articles of Incorporation andAppointment of Directors
Nippon Building Fund Inc. (“NBF”) hereby announces that, at its Board of Directors’ meeting held on January 31,
2023, NBF resolved that agenda items concerning the amendment of its Articles of Incorporation and theappointment of its directors be presented to its 13th General Meeting of Unitholders (“the General Unitholders’Meeting”) to be held on March 14, 2023 as follows, which items shall become effective upon their resolution andapproval at said the General Meeting of Unitholders.
Description
1.

Main Details and Reasons for Amendment of Articles of Incorporation(1)

Revised provisions stipulated in Supplementary Provision No. 3 of the “Act on Arrangement of RelevantActs Incidental to Partial Revision of the Companies Act” (Act No. 71 of 2019) came into effect on
September 1, 2022. In line with this change, it will be amended to stipulate that electronical measures
will be taken to provide information that is the content of the reference documents, etc., for the general
meeting of unitholders. Additionally, relevant provisions will be amended to be able to limit the matters to
be stated in documents to be delivered to unitholders who have requested delivery of documents, to thescope stipulated in the Ordinance for Enforcement of the Act on Investment Trusts and Investment
Corporations (Order of the Prime Minister's Office No. 129 of 2000), among the items that is the content
of the reference documents, etc. for the general meeting of unitholders to be electronically provided(proposed amended Article 20, paragraphs 1 and 2).

-1-

(2)

Article 21 of the current Articles of Incorporation of NBF stipulates, pursuant to Article 93, Paragraph 1of the Act on Investment Trusts and Investment Corporations , that if a unitholder does not attend thegeneral meeting of unitholders and also does not exercise its voting right, such unitholder will be deemed
to have voted to approve the proposals submitted to the general meeting of unitholders (if multiple
proposals have been submitted and they include conflicting proposals, excluding all such conflicting
proposals) (so-called the deemed approval system). However, the intent of unitholders who have actually
exercised their voting rights should be more directly reflected with respect to any proposals, among
others, that is difficult to submit conflicting proposals by their nature at the general meeting of unitholders
and that could have a material effect on unitholders' interests and the governance structure, etc. of NBF.
Therefore, relevant provisions will be amended that the deemed approval system pursuant to Article 21of the current Articles of Incorporation and Article 93, Paragraph 1 of the Act on Investment Trusts andInvestment Corporations will not be applied to those proposals (proposed amended Article 22,paragraphs 2 and 3).

(3)

The relevant provisions will be amended in line with the changes to the method of fair value measurementof securities and rights relating to derivative transactions by unveiling the ASBJ Statement No. 30“Accounting Standard for Fair Value Measurement” and ASBJ Statement No. 10 “Accounting Standard
for Financial Instruments” (including the relevant newly enacted or revised accounting standards,
guidelines and among others), etc. (proposed amended Asset Valuation Methods and Standards III (6)and (8)).

(4)

In addition, the numbers of clauses and the necessary wording will be amended accordingly.
(For details on the amendment of the Articles of Incorporation, please refer to the attached “Notice ofConvocation of the 13th General Meeting of Unitholders.”)

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2.

Appointment of Directors
As the terms of office of the executive director (Koichi Nishiyama) and supervisory directors (Masaki Okada,Motohiko Sato and Keiko Hayashi) will expire as of end at the closure of the General Unitholders’ Meeting, theappointment of one executive director and three supervisory directors are hereby proposed.
In the event of a vacancy in the position of executive director or in the event of a shortfall in the number of
executive directors prescribed under laws and regulations, NBF proposes the appointment of two substituteexecutive directors.
(1)

Executive director candidate:
Koichi Nishiyama (reappointment)(2)

Substitute executive director candidates:
Eiichiro Onozawa (new appointment)
Hideki Shuto (new appointment)(3)

Supervisory director candidates:
Masaki Okada (reappointment)
Keiko Hayashi (reappointment)
Kazuhisa Kobayashi (new appointment)(For details on the appointment of directors, please refer to the attached “Notice of Convocation of the 13th
General Meeting of Unitholders.”)

3. Schedule
January 31, 2023:

Board of Directors’ meeting to approve agenda items to be presented to the General
Meeting of Unitholders

February 15, 2023:

Dispatch of notice of convocation of the General Meeting of Unitholders (schedule)

March 14, 2023:

Holding of the General Meeting of Unitholders (schedule)

End[Attachment] Notice of Convocation of the 13th General Meeting of Unitholders

This English language notice is a translation of the Japanese language notice dated January 31, 2023 and was
prepared solely for the convenience and reference of overseas investors. Neither NBF nor Nippon Building FundManagement Ltd. makes any warranty as to its accuracy or completeness.

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(TSE Code: 8951)
February 20, 2023

To Our Unitholders
2-3-1, Nihonbashi Muromachi, Chuo-ku, Tokyo

Nippon Building Fund Inc.
Koichi Nishiyama, Executive Director

Notice of Convocation of the 13th General Meeting of Unitholders
Nippon Building Fund Inc. (“NBF”) hereby notifies you of and requests your attendance at NBF’s
13th general meeting of unitholders to be held as outlined below.
For the purpose of preventing the spread of COVID-19, we are asking our unitholders to cast
early votes in written form and, if possible, to refrain from coming to the venue on the day of thegeneral meeting of unitholders regardless of their health condition. Votes may be cast in written
form without coming to the venue. Please consider the reference material, enter your vote in theenclosed voting form and send it back for arrival before 5 p.m. on March 13 (Monday), 2023.
In addition, pursuant to the provisions of Article 93, Paragraph 1 of the Act on Investment Trusts
and Investment Corporations, NBF has provided in Article 21, Paragraph 1 of NBF’s current Articles
of Incorporation to the effect that “When unitholders do not attend the general meeting ofunitholders and do not exercise their voting rights, those unitholders shall be deemed to vote infavor of the proposal submitted to that general meeting of unitholders (in cases where several
proposals have been submitted, when there are conflicting proposals among these, then excluding
any of such proposals)” and has provided in Article 21, Paragraph 2 of NBF’s current Articles ofIncorporation to the effect that “The number of voting rights held by the unitholders who are deemed
to vote in favor of the proposal pursuant to the provisions of the preceding paragraph shall be
included in the calculation of the number of voting rights of unitholders attending the meeting.”
Accordingly, please keep in mind that unitholders who refrain from attending on the day and do
not exercise their voting rights by using the voting form will be deemed to vote in favor of each
proposal at the general meeting of unitholders, and that the number of voting rights held by thoseunitholders will be included in the calculation of the number of voting rights of unitholders attending
the meeting.
When convening this General Meeting of Unitholders, we are taking measures to electronicallyprovide the information that is the content of the reference documents for the General Meeting ofUnitholders (“Information On Electronic Provision Measures”). The Information On Electronic
Provision Measures is posed on the NBF’s website on internet as the “Notice of Convocation of
the 13th General Meeting of Unitholders”. Please access the website below to review suchinformation.
NBF’s website

https://www.nbf-m.com/nbf_e/ir/unitholdersmeeting.html

In addition to the website above, the Information On Electronic Provision Measures is also
posted on the website of the Tokyo Stock Exchange (TSE). 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.

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Tokyo Stock Exchange website (TSE Listed Company Information Service)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=ShowIn addition to the websites above, the Information On Electronic Provision Measures is also
posted on the website of PRONEXUS INC. Please access this website below.
PRONEXUS INC.’s website: https://d.sokai.jp/8951/teiji-5-Description
1. Date and Time: March 14, 2023 (Tuesday) 10 a.m.
2. Venue:
Station Conference Tokyo “Sapia Hall”
Sapia Tower 5F, 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
3. Agenda of the General Meeting of Unitholders
Matters for Resolution
Proposal No. 1: Partial Amendment of Articles of Incorporation
Proposal No. 2: Appointment of One Executive Director
Proposal No. 3: Appointment of Two Substitute Executive Directors
Proposal No. 4: Appointment of Three Supervisory Directors
End◎If you do not indicate your approval or disapproval of each agenda item on the voting form returned to us, we will treat it as anindication of your approval.
◎ Upon your attendance on the day, please submit the enclosed voting form to the reception at the venue.
◎ In light of the status of the spread of COVID-19 in Japan and the safety of our unitholders, it has been decided that the“Operating Results Briefing” by NBF’s asset management company Nippon Building Fund Management Ltd. scheduled for after
the general meeting of unitholders will be canceled to shorten the time spent in the venue. We kindly ask for your understanding.
Furthermore, a video presentation as well as presentation materials concerning NBF’s period ending December 2022 may beviewed on NBF’s website (https://www.nbf-m.com/nbf_e/ir/library.html).
◎ If exercising voting rights by proxy, you are entitled to have one other unitholder with voting rights attend the general meetingof unitholders as your proxy. Please submit a document evidencing the authority of proxy, along with the voting form, to thereception at the venue.
◎ How the public will be informed of changes to Information On Electronic Provision Measures.
Please note that if it becomes necessary to revise any of the items of the Information On Electronic Provision Measuresup

to one day prior to the meeting, the pre- and post-revision information will be posted on the websites of NBF, the TSE, and
PRONEXUS, INC. mentioned above.
◎ In light of the status of the spread of COVID-19 in Japan, measures to prevent the spread of COVID-19 will be taken at thegeneral meeting of unitholders. For further information, please refer to the Measures to Prevent the Spread of COVID-19 below.
Please also note that, depending on the future developments, notices may be posted on NBF’s website (https://www.nbfm.com/nbf_e/) for postponement of the general meeting of unitholders or change of venue, etc.

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Measures to Prevent the Spread of COVID-19
In light of the status of the spread of COVID-19 in Japan, the following measures are scheduled
to be implemented to secure the safety of our unitholders and prevent infection. We ask for yourunderstanding and cooperation of regarding this matter.
<Request for our unitholders>⚫ Votes in the general meeting of unitholders may be cast through written form. Considering
the safety of our unitholders and to prevent the spread of COVID-19, we are asking ourunitholders to refrain from attending the general meeting of unitholders regardless of theirhealth condition, if possible, and to consider casting early votes in written form by mail.
⚫ For unitholders who are considering attending the general meeting of unitholders, we ask
that you pay close attention to your own health and keep up to date on the status of the
spread of COVID-19 as of the day of the meeting and follow the measures announced bygovernment institutions.
⚫ We ask especially that elderly persons, persons with underlying health conditions and those
who are pregnant consider not attending the general meeting of unitholders.
<Request for unitholders who will attend>⚫ As part of our measures to prevent the spread of infection at the venue, considerable spacing
between seats of unitholders is planned. As such, there will be relatively fewer seatscompared with previous years and we may not be able to secure enough seats. Please beaware that if there are not enough seats secured, you may not be able to enter the venue.
⚫ We ask that you come to the venue wearing a mask and that you sanitize your hands withthe alcohol-based sanitizer at the reception desk. Refusal to cooperate with these requests
may result in refusal of entry to the venue.
⚫ The temperature of attendants will be measured at the reception desk. Please be aware thatthose for whom a high temperature is measured may be asked to refrain from attending thegeneral meeting of unitholders. Moreover, unitholders that are observed to be in a conditionof ill-health may be approached by the organizing staff and prevented from entering thevenue or asked to leave.
⚫ Directors, candidate directors and organizing staff shall confirm that there are no issues with
their health and in principle will participate while wearing a mask. We kindly ask for yourunderstanding.
⚫ Due to the above measures, congestion at the reception is expected. Therefore, we ask thatyou arrive somewhat early if possible.
⚫ For the purpose of shortening the time that unitholders spend in the venue, it has been
decided that the “Operating Results Briefing” by NBF’s asset management company Nippon
Building Fund Management will not be held. We ask our unitholders for their understanding
regarding this matter. A video presentation as well as presentation materials concerning
NBF’s period ending December 2022 can be viewed on NBF’s website (https://www.nbfm.com/nbf_e/ir/library.html).
⚫ Measures other than those indicated above may be taken for the purpose of maintaining
order at the general meeting of unitholders. We kindly ask for your understanding.
Furthermore, depending on future developments, notices may be posted on NBF’s website(https://www.nbf-m.com/nbf_e/) regarding postponement of the general meeting of unitholders,change of venue or changes to the above measures.

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Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1: Partial Amendment of Articles of Incorporation
1.Rationales for Amendment(1) Revised provisions stipulated in Supplementary Provision No. 3 of the “Law Concerning
Development of Related Laws Accompanying the Enforcement of the Law for Partial Revisionof the Companies Act” (Law No. 71 of 2019) came into effect on September 1, 2022. In linewith this change, it will be amended to stipulate that electronical measures will be taken toprovide information that is the content of the reference documents, etc., for the generalunitholders' meeting. Additionally, relevant provisions will be amended to be able to limit thematters to be stated in documents to be delivered to unitholders who have requested deliveryof documents, to the scope stipulated in the Ordinance for Enforcement of the Act on
Investment Trusts and Investment Corporations (Prime Minister's Office Ordinance No. 129
of 2000), among the items that will be taken to electronically provide information that is thecontent of the reference documents, etc. for the general meeting of unitholders(proposed
amended Article 20, paragraphs 1 and 2).
(2) Article 21 of the current Articles of Incorporation of NBF stipulates, pursuant to Article 93,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations , that if a unitholder
does not attend the General Unitholders’ Meeting and also does not exercise its voting rights,
such unitholder will be deemed to have voted to approve the proposals submitted to thegeneral meeting of unitholders (if multiple proposals have been submitted and they include
conflicting proposals, excluding all such conflicting proposals) (the so-called deemed
approval system). However, the intent of unitholders who have actually exercised their voting
rights should be more directly reflected with respect to the resolution of any proposals, among
others, that is difficult to submit conflicting proposals by their nature at the general meetingof unitholders and that could have a material effect on unitholders' interests and thegovernance structure of NBF. Therefore, relevant provisions will be amended that the [socalled] deemed approval system pursuant to Article 21 of the current Articles of Incorporation
and Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporationswill
not be applied to those proposals (proposed amended Article 22, paragraphs 2 and 3).
(3) The relevant provisions will be amended in line with the changes to the method of fair value
measurement of securities and rights relating to derivative transactions by unveiling the ASBJ
Statement No. 30 “Accounting Standard for Fair Value Measurement” and ASBJ Statement
No. 10 “Accounting Standard for Financial Instruments” (including the relevant newly enacted
or revised accounting standards, guidelines, among others) (proposed amended Asset
Valuation Methods and Standards III (6) and (8)).
(4) In addition, the numbers of clauses and the necessary wording will be amended accordingly.

-8-

2.Content of Amendment
The content of the amendment is as follows:(The amended portions are underlined)
Current Articles of Incorporation(Newly established)

Article 20 (Resolutions)(Omitted)

Proposed Amendment
Article 20 (Measures for Providing
Information Electronically)
1. When the Investment Corporation
convenes a general unitholders’meeting, it shall take measures toprovide information constituting thecontent of the reference documents forthe general unitholders’ meeting
electronically.
2. Among items for which measures toprovide information electronically shallbe taken, the Investment Corporation
may exclude all or 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
inthepaper-based
documents to be delivered tounitholders who requested such delivery
by the record date of voting rights.
Article 21 (Resolutions)(No amendment)-9-Current Articles of Incorporation

Proposed Amendment

Article 21 (Deemed Affirmative Vote)
1. If a unitholder neither attends a generalunitholders’ meeting nor exercises his or
her voting rights, such unitholder shallbe deemed to have voted affirmatively tothe proposal submitted to the generalunitholders’ meeting (except wheremultiple proposals, including conflicting
proposals, have been submitted, suchconflicting proposals are excluded).

2. The number of voting rights held byunitholders that are deemed to havevoted affirmatively to the proposal
pursuant to paragraph 1 shall be
included in the number of voting rights
held by unitholders in attendance at thegeneral unitholders’ meeting.

Article 22 (Deemed Affirmative Vote)
1. If a unitholder neither attends a generalunitholders’ meeting nor exercises his or
her voting rights, such unitholder shallbe deemed to have voted affirmatively tothe proposal submitted to the generalunitholders’ meeting (except wheremultiple proposals, including conflicting
proposals, have been submitted, suchconflicting proposals are excluded).
2. The provisions of the preceding
paragraph shall not apply to resolutionsof proposals pertaining to the following
matters:(1) Dismissal of any executive director,
supervisory
director,or
independent accounting auditor;(2) Any amendment to the Articles ofIncorporation (limited to theestablishment, revision or repeal of
the provisions related to thedeemed affirmative vote);(3) Dissolution;(4) Approval on termination of the asset
management services agreementby the Asset Manager; and(5) Termination
of
the
asset
management services agreementby the Investment Corporation.
3. The number of voting rights held byunitholders that are deemed to havevoted affirmatively for any proposal
pursuant to paragraph 1 of this Article
shall be included in the number of voting
rights held by unitholders in attendanceat the general unitholders’ meeting.

Article 22 (Exercise of Voting Rights by
Proxy)(Omitted)

Article 23 (Exercise of Voting Rights by
Proxy)(No amendment)

Article 23 (Exercise of Voting Rights in
Writing)(Omitted)

Article 24 (Exercise of Voting Rights in
Writing)(No amendment)

Article 24 (Exercise of Voting Rights
through Electromagnetic
Methods)(Omitted)

Article 25 (Exercise of Voting Rights
through Electromagnetic
Methods)(No amendment)

Article 25 (Record Date)(Omitted)

Article 26 (Record Date)(No amendment)

Article 26 (General Unitholders’ Meeting
Minutes)(Omitted)

Article 27 (General Unitholders’ Meeting
Minutes)(No amendment)(Newly established)- 10 -

Current Articles of Incorporation

Proposed Amendment

Article 27 (Directors)(Omitted)

Article 28 (Directors)(No amendment)

Article 28 (Convocation)(Omitted)
Article 29 (Resolution of Board of
Directors)(Omitted)
Article 30 (Board of Directors Meeting
Minutes)(Omitted)
Article 31 (Liability of Directors to
Investment Corporation)(Omitted)
Article 32 (Standards and Time of
Payment of Remuneration for
Directors)(Omitted)
Article 33 (Election of Independent Auditor)(Omitted)
Article 34 (Term of Office of Independent
Auditor)(Omitted)
Article 35 (Standards and Time of
Payment of Remuneration for
Independent Auditor)(Omitted)
Article 36 (Payment of Miscellaneous
Expenses)(Omitted)
Article 37 (National and Local
Consumption Taxes)(Omitted)
Asset Valuation Methods and Standards(Omitted)
I. Principles of Asset Valuation

Article 29 (Convocation)(No amendment)
Article 30 (Resolution of Board of
Directors)(No amendment)
Article 31 (Board of Directors Meeting
Minutes)(No amendment)
Article 32 (Liability of Directors to
Investment Corporation)(No amendment)
Article 33 (Standards and Time of
Payment of Remuneration for
Directors)(No amendment)
Article 34 (Election of Independent Auditor)(No amendment)
Article 35 (Term of Office of Independent
Auditor)(No amendment)
Article 36 (Standards and Time of
Payment of Remuneration for
Independent Auditor)(No amendment)
Article 37 (Payment of Miscellaneous
Expenses)(No amendment)
Article 38 (National and Local
Consumption Taxes)(No amendment)
Asset Valuation Methods and Standards(No amendment)
I. Principles of Asset Valuation(Omitted)
II. Reference Date

(No amendment)
II. Reference Date

(Omitted)(No amendment)- 11 -

Current Articles of Incorporation

Proposed Amendment

III. Asset Valuation Methods andStandards

III. Asset Valuation Methods andStandards(1)~(5) (Omitted)(6) Securities (excluding assets fallingunder any of the preceding items)
Where market price is available for asecurity, valuation shall be based on
the market price. Where no market
price is available, the security shall bevalued based on reasonably calculated
value.

(1)~(5) (No amendment)(6) Securities (excluding assets fallingunder any of the preceding items)
Where market price is available for asecurity, the value based on suchmarket prices shall be used. Where nomarket price is available, the valuationof a stock, etc. shall be performed
based on its acquisition cost.

(7)
(8)

(7)
(8)

(Omitted)
Interests in derivative transactions(i)Claims
andobligations
fromderivative transactions listed on
Financial Instruments Exchanges
Valuation shall be based on theclosing price on the Financial
Instruments Exchange. If there is no
closing price on the day of valuation,
valuation shall be based on theclosing price on the closest
preceding day.
(ii)Claims
andobligations
fromderivative transactions for which
there is no market price on the
Financial Instruments Exchange
Valuation shall be based on valuethat can be reasonably calculated as
approximating the market price. If it isextremely difficult to calculate a value
approximating the market price, thenthe acquisition price will be the value.
However, for transactions that satisfy
the criteria for hedging transactions inaccordance with the accounting
principles for financial instruments andthe operational guidelines for theaccounting of financial instruments,
hedge accounting can be applied.
Further, for transactions that satisfy thecriteria for special treatment for interest
rate swaps in accordance with theaccounting principles for financial
instruments and the operationalguidelines for the accounting offinancial instruments, such special
treatment can be applied.

- 12 -(No amendment)Interests in derivative transactions

Valuation of claims and obligations
arising from derivatives transactions
shall be performed by using theirmarket value.

However, for transactions that satisfy
the criteria for hedging transactions inaccordance with the accounting
principles for financial instruments andthe operational guidelines for theaccounting of financial instruments,
hedge accounting can be applied.
Further, for transactions that satisfy thecriteria for special treatment for interest
rate swaps in accordance with theaccounting principles for financial
instruments and the operationalguidelines for the accounting offinancial instruments, such special
treatment can be applied.

Proposal No. 2: Appointment of One Executive Director
As the term of office of the executive director Koichi Nishiyama will expire as of the closure of theGeneral Unitholders’ Meeting, the appointment of one executive director is hereby proposed.
Pursuant to Article 27 paragraph 3 of NBF’s current Articles of Incorporation and Article 99,
Paragraph 2 of the Act on Investment Trusts and Investment Corporations, the term of office of theexecutive director appointed in accordance with this proposal shall be the period from March 14,2023 (at the end of the General Unitholders’ Meeting) until the end of the general meeting ofunitholders to be held within 30 days after the day following the date that marks two years since theappointment of such executive director, at which the appointment of the executive director will be
proposed.
This proposal on the appointment of the executive director was resolved to be submitted to theGeneral Unitholders’ Meeting by the unanimous consent of NBF’s supervisory directors at theBoard of Directors’ meeting held on January 5, 2023.
The executive director candidate is as follows:
Name(Date of birth)

Career summary, and positions and charge at NBF

Apr. 1974

Joined Mitsui Fudosan Co., Ltd.

Apr. 2000

Manager of Building Fund Office, Building Division of

Number of
NBF
investment
units owned

Mitsui Fudosan Co., Ltd.
Sept. 2000

President and Representative Director of MF AssetManagement Co., Ltd. (now Nippon Building FundManagement Ltd.)

Dec. 2000
Koichi Nishiyama(July 2, 1951)

Seconded to MF Asset Management Co., Ltd. (nowNippon Building Fund Management Ltd.)

Aug. 2001

Executive Director of NBF

June 2003

Director of The Investment Trusts Association, JapanMay 2007

Director of The Association for Real Estate

0 units

Securitization
July 2009

Director of The Investment Trusts Association, Japan

Apr. 2012

Corporate Adviser of Mitsui Fudosan Co., Ltd.

June 2012

Corporate Auditor of Mitsui Fudosan Co., Ltd.

Mar. 2019

Executive director of NBF (current position)

・ There is no special interest between the executive director candidate Koichi Nishiyama and NBF.
・ Executive director candidate Koichi Nishiyama currently serves as NBF’s executive director and is
responsible for managing its overall operations.
・ NBF has entered into a contract with an insurance company for directors’ and officers’ liability
insurance as stipulated in Article 116-3, paragraph 1 of the Investment Trust and Investment
Corporation Act. The insurance contract covers, to a certain extent, damages and litigation
expenses, among others, borne or to be borne by the insured due to claims for damages arisingfrom acts committed by the insured with respect to the performance of his/her duties as a director- 13 -

of NBF. Upon expiration of the term of such insurance contract, NBF intends to re-enter into suchcontract on the same terms and conditions. Executive Director candidate Koichi Nishiyama iscurrently covered by such insurance contract as executive director, and will remain covered if he isappointed executive director.

- 14 -

Proposal No. 3: Appointment of Two Substitute Executive Directors
In the event of a vacancy in the position of executive director, NBF proposes the appointment of
two substitute executive directors. If this proposal is approved, the order of priority for theassumption of office of executive director shall be Eiichiro Onozawa as the first priority and Hideki
Shuto as the second priority. In accordance with Article 27, Paragraph 4 of NBF’s current Articles
of Incorporation, the period during which the resolution on the appointment of substitute executive
directors based on this proposal shall remain in effect shall be until the end of the term of office ofthe executive director to be appointed in accordance with on Proposal No. 2.
The appointment of substitute executive directors may be revoked by resolution of NBF’s Boardof Directors only prior to their assumption of office as executive directors.
This proposal on the appointment of substitute executive directors was resolved to be submitted
to the General Unitholders’ Meeting by the unanimous consent of NBF’s supervisory directors at
the Board of Directors’ meeting held on January 5, 2023.
The substitute executive director candidates are as follows:

CandidatenumberName(Date of birth)

Number of NBF
investment units
ownedCareer summary, andstatus of significant concurrent holding of positions
Apr. 1988

Joined Mitsui Fudosan Co., Ltd.

Apr. 2008

Seconded to Mitsui Fudosan America, Inc.
Vice President

Apr. 2009

Senior Vice President of the same

Apr. 2014

Seconded to Mitsui Fudosan (U.K.) Ltd.
Deputy Managing Director

1

Eiichiro Onozawa(Oct. 28, 1963)

Apr. 2016

Managing Director of the same

Apr. 2020

General Manager, International Department (II),International Division of Mitsui Fudosan Co., Ltd.
GeneralApr. 2021

Manager,

Strategy

Planning

andAdministration Department, International Division of
Mitsui Fudosan Co., Ltd.
Seconded to Nippon Building Fund Management Ltd.

Apr. 2022

President and CEO of Nippon Building FundManagement td. (current)- 15 -

0 units

Candidate
numberName(Date of birth)

Career summary, andstatus of significant concurrent holding of positions
Apr. 1991

Joined Mitsui Fudosan Co., Ltd.

Apr. 2004

Residential

Leasing

Business

Number of NBF
investment units
owned

Department,

Accommodation Business Division of the same
Apr. 2012

Urban Development Department, Retail Properties
Division of the same

Apr. 2014

Hotel

Business

Department,

Accommodation

Business Division of the same
Apr. 2018

Seconded to Mitsui Fudosan (Asia) Pte. Ltd.
Executive Director

Apr. 20192

Hideki Shuto(Apr. 15, 1967)

Seconded to TID Pte. Ltd.
Managing Director

Apr. 2020

Seconded to Nippon Building Fund Management Ltd.

0 units

General Manager of Real Estate Investment Team,
Investment & Finance Group
Apr. 2021

Director and Chief Investment Officer and Chief
Financial Officer of the same

Oct. 2021

Director, Chief Investment Officer, Chief Financial
Officer and General Manager of Real Estate AssetManagement Department (I) of the same

Apr. 2022

Director and Chief Investment Officer and Chief
Financial Officer of the same (current)

・ The substitute executive director candidate Eiichiro Onozawa is President and CEO of Nippon
Building Fund Management Ltd., which is the counterparty to the Asset Management
Entrustment Agreement and the Agreement for General Administration Regarding theManagement of Institutions concluded by NBF. There is no other special interest with NBF.
・ The substitute executive director candidate Hideki Shuto is Director, Chief Investment Officer
and Chief Financial Officer of Nippon Building Fund Management Ltd., which is thecounterparty to the Asset Management Entrustment Agreement and the Agreement for
General Administration Regarding the Management of Institutions concluded by NBF. There isno other special interest with NBF.
・
NBF has entered into a contract with an insurance company for directors’ and officers’ liability
insurance as stipulated in Article 116-3, paragraph 1 of the Act on Investment Trusts andInvestment Corporations. The insurance contract covers, to a certain extent, damages andlitigation expenses, among others, borne or to be borne by the insured due to claims fordamages arising from acts committed by the insured with respect to the performance of his/herduties as a director of NBF. Upon expiration of the term of such insurance contract, NBF
intends to re-enter into such contract on the same terms and conditions. Upon the respective
substitute executive director candidate assuming office as the Executive Director, he/she will
be covered as an insured party under such insurance contract.

- 16 -

Proposal No. 4: Appointment of Three Supervisory Directors
As the term of office of the three supervisory directors Masaki Okada, Motohiko Sato and Keiko
Hayashi will expire as of end at the closure of the General Unitholders’ Meeting, the appointmentof three supervisory directors is hereby proposed. Pursuant to Article 27 paragraph 3 of NBF’s
current Articles of Incorporation and Article 101, Paragraph 1 of the Act on Investment Trusts andInvestment Corporations , the term of office of the supervisory directors appointed in accordancewith this proposal shall be the period from March 14, 2023 (at the end of this General Unitholders’Meeting) until the end of the general meeting of unitholders to be held within 30 days after the day
following the date that marks two years since the appointment of supervisory directors, at which
the appointment of the supervisory directors will be proposed.
Pursuant to the provisions of the Act on Investment Trusts and Investment Corporations and
NBF’s Articles of Incorporation, the number of supervisory directors must be at least one more than
the number of executive directors.
The supervisory director candidates are as follows:
CandidatenumberName(Date of birth)

Career summary,status of significant concurrent holding of positions, andpositions at NBF
Apr. 1988

Number of
NBF
investment
units owned

Registered Attorney at Law
Joined Daini Tokyo Bar Association

Sep.1994

Joined Ishii Law Office
Joined Pillsburry, Madison & Sutro (currently

1

Masaki Okada(Jan. 9, 1959)

Apr. 1998

Pillsbury Winthrop Shaw Pittman) (Los Angeles)

Aug. 1999

Partner at Ishii Law Office (current)

Jul. 2000

Director at Seishinkai (current)

Jun. 2004

Councilor at Care Work Foundation (current)

Apr. 2007

Auditor at Internet Initiative Japan Inc.

Apr. 2013

Vice President of Daini Tokyo Bar Association
Director at Shinaikai (current)
Concurrent professor (of legal ethics) at Hosei

Aug. 2013

University Law School
Member of Institutional Review Board at NTT

Feb. 2016

Medical Center Tokyo (current)
Member of Ethics Committee at Aiiku Hospital,

Apr. 2016

Imperial Gift Foundation Boshi-Aiiku-Kai
Member of Life Ethics Committee, Faculty ofApr. 2020

Dentistry at Toho University (current)
President of Daini Tokyo Bar Association and Vice
President of the Japan Federation of Bar

Mar. 2021

Associations
Supervisory director of NBF (current)- 17 -

0 units

Candidate
numberName(Date of birth)

Career summary,status of significant concurrent holding of positions, andpositions at NBF
Apr. 1986

Joined Tokyo Regional Taxation Bureau

Oct. 1990

Joined Tohmatsu & Co. (currently Deloitte Touche

Number of
NBF
investment
units owned

Tohmatsu LLC)
Mar. 1994

Registered Certificated Public Accountant

Jul. 2006

Partner at Deloitte Touche Tohmatsu (currently
Deloitte Touche Tohmatsu LLC)

Oct. 2011

Head of Diversity Promotion Office at Deloitte
Touche Tohmatsu LLC

Oct. 2013

Group D&I Leader at Deloitte Tohmatsu Group

Jul. 2016

Executive Board Member at The JapaneseInstitute of Certified Public Accountants

2

Keiko Hayashi(Aug. 11, 1960)

Nov. 2018

CEO of Tohmatsu Challenged Co., Ltd.

Jan. 2019

Memberof

Defense

Procurement

Acquisition, Technology&

Council,

Logistics Agency(current)
Oct. 2019

0 units

Chair, The Audit Practice Review Committee of
The

Japanese

InstituteofCertifiedPublicAccountants
Jun. 2020

Outside Director at Lifenet Insurance Company
Outside Director and (committee for audit, etc.) at
Meidensha Corporation (current)

Jul. 2020

DirectorofHayashi

Keiko

CertifiedPublicAccountants (current)
Feb. 2021

Outside Audit & Supervisory Board Member at
Nippon Filcon CO., Ltd. (current)

Mar. 2021

Supervisory director of NBF (current)

Jun. 2021

OutsideDirector

Committee

Company (current)- 18 -(AuditMember)at

andSupervisory

LifenetInsuranceCandidate
numberName(Date of birth)

Career summary,status of significant concurrent holding of positions, andpositions at NBF
Apr. 1989

Number of
NBF
investment
units owned

Joined Tokyo Sagawa Express Co.Ltd (currently
SAGAWA EXPRESS CO.LTD.)

Sep. 2000

Joined ITO General Real Estate Appraisal Co.,
Ltd.

Mar. 2002

Registered as Real Estate Appraiser

Feb. 2004

Established Kei･Tsu-Fudosan Kantei
Representative of Kei ･ Tsu-Fudosan Kantei(current)

May 2005

Director at Kanagawa Real Estate Appraisal
Cooperative (current)

Apr. 2008

3

Kazuhisa Kobayashi(Mar. 25, 1967)

Jun. 2018

Director at Secretary-General for Kanagawa
Prefecture Land Price Publication ofLand

AppraisalLand,

Committee,

Ministryof

0 units

Infrastructure, Transport and Tourism (currently
Kanagawa Association of Real Estate Appraisers)(current)
Oct. 2018

Chief Appraiser for Kanagawa Prefecture of Tokyo
Regional Taxation Bureau (current)

Apr. 2019

Secretary-General for Kanagawa Prefecture Land
Price Survey (current)

May 2019

Director at Kanagawa Association of Real EstateAppraisers (current)

Apr. 2022

Kanagawa

Summary

Court

Civil

Relations

Conciliation Commissioner (current)

・ There is no special interest between each supervisory director candidate and NBF.
・ Supervisory director candidates Masaki Okada and Keiko Hayashi currently serve as NBF’s
supervisory directors and are responsible for supervising all aspects of the performance of theduties by NBF’s executive directors.
・ Supervisory director candidate Masaki Okadai is a partner at Ishii Law Office.
・ Supervisory director candidate Keiko Hayashi holds the position of Representative of Hayashi
Keiko Certified Public Accountants.
・ Supervisory director candidate Kazuhisa Kobayashi holds the position of Representative of
Kei･Tsu-Fudosan Kantei.
・ NBF has entered into a contract with an insurance company for directors’ and officers’ liability
insurance as stipulated in Article 116-3, paragraph 1 of the Act on Investment Trusts andInvestment Corporations. The insurance contract covers, to a certain extent, damages andlitigation expenses, among others, borne or to be borne by the insured due to claims fordamages arising from acts committed by the insured with respect to the performance of theirduties as directors of NBF. Upon expiration of such insurance contract, NBF intends to re-enter
into such contract on the same terms and conditions. The supervisory director candidates- 19 -

Masaki Okada and Keiko Hayashi are currently covered by such insurance contract as
supervisory directors and will remain covered if they are appointed as supervisory directors. In
addition, upon the supervisory director candidate Kazuhisa Kobayashi assuming office as theSupervisory Director, he will be covered as an insured party under such insurance contract.
Reference Matters
When there are conflicting proposals among the proposals submitted to the General
Unitholders’ Meeting, the provisions of “deemed votes in favor” provided in Article 21 of
NBF’s current Articles of Incorporation and Article 93Paragraph 1 of the Act on Investment
Trusts and Investment Corporations shall not apply to any of such proposals. None of the
proposals of Proposal No. 1 through Proposal No. 4 above falls under the category of
conflicting proposals.
End
This English language notice is a translation of the Japanese language notice dated February
20, 2023 and was prepared solely for the convenience and reference of overseas investors.
Neither NBF nor Nippon Building Fund Management Ltd. makes any warranty as to its
accuracy or completeness.

- 20 -