Ichigo Preserves and Improves Real Estate[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

June 14, 2018
IssuerIchigo Office REIT Investment Corporation (“Ichigo Office,” 8975)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Yoshihiro Takatsuka, Executive Director
www.ichigo-office.co.jp/english/Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Wataru Orii, PresidentInquiries: Hiroto Tajitsu, Head of Administration
Tel: +81-3-3502-4891

Proposed Amendments to Articles of Incorporationand Election of Directors
Ichigo Office’s Board of Directors has decided to submit the following proposals toamend its Articles of Incorporation (AOI) and elect Directors at its July 28, 2018
Shareholder Meeting. The amended AOI and the election of Directors will become
effective upon shareholder approval at the Shareholder Meeting.
1. Purpose of the Proposed Amendments to the AOI(a) To adjust the number of shares issued used in the calculation of cash flow per share fortreasury shares held at fiscal period-end by Ichigo Office or for any stock split orreverse stock split. Cash flow per share is used for calculating the performance fee
component of asset management fees paid to the Asset Management Company.
(b) Article 9, Paragraph 1 is deleted to eliminate language redundancy. Shareholder Meetings

will continue to be held bi-annually pursuant to Article 9, Paragraph 2 (Article 9).

(c) To delete unnecessary language and to clarify expressions (Articles 19, 34, and 37).

(Amended areas underlined)
Current
Article 9After Amendment

Shareholder Meeting Convocation

Article 9

Shareholder Meeting Convocation

1. Shareholder Meetings are, in principle,
convened at least every two years.

(deleted)

2. Unless prescribed by regulation,
Shareholder Meetings are called by the
Executive Director if there is only one
Executive Director, or by the designatedExecutive Director in the order specified
by the Board when there is more than one
Executive Director.

1. Unless prescribed by regulation, Ichigo
Office Shareholder Meetings are called by
the Executive Director if there is only one
Executive Director, or by the designatedExecutive Director in the order specified
by the Board when there is more than one
Executive Director.

1Current

After Amendment

3. A Shareholder Meeting is to be called
without delay on July 1, 2016 orthereafter, and thereafter bi-annually
without delay on July 1 or thereafter.

2. (no change)

4. Furthermore, a Shareholder Meeting canbe called whenever deemed necessary.

3. (no change)

5. In order to call a Shareholder Meeting, the 4. In order to call a Shareholder Meeting, theday of the Meeting must be officiallyday of the Meeting must be officiallyannounced at least two months in advanceannounced at least two months in advanceof the Meeting, and a written notificationof the Meeting, and a written notificationmust be provided to each shareholder at
must be provided to each shareholder at
least two weeks in advance of theleast two weeks in advance of theMeeting. However, the above officialMeeting. However, the above official
announcement is not necessary if aannouncement is not necessary if a
Shareholder Meeting is held within 25
Shareholder Meeting is held within 25
months of the prior Shareholder Meeting
months of the prior Shareholder Meeting
held pursuant to Paragraph 3 above.
held pursuant to Paragraph 2 above.
Article 19 Selection and Term of Directors

Article 19 Selection and Term of Directors

1. – 2. (omitted)

1. – 2. (no change)

3. The term of a Director is two years from
3. (Note: A minor Japanese language change
appointment. However, the term of awas made which is immaterial to theDirector can be extended or shortened,
English translation.)
within the permissible bounds of laws andregulations, by resolution at theShareholder Meeting. Furthermore, theterms of a Director, either in the case of
replacing vacancies or to increase the total
number of Directors, will be the same as
the remaining term of the Director being
replaced or of the other Directors.
4．(omitted)

4．(no change)

Article 34 Asset Appraisal Method, Standards, Article 34 Asset Appraisal Method, Standards,
and Reference Dateand Reference Date
1. (omitted)

1. (no change)(1) – (6) (omitted)(1) – (6) (no change)(7) Monetary Claims Prescribed in Article 31, (7) (Note: A minor Japanese language change
was made which is immaterial to theParagraph 4, Item 6
English translation.)A monetary claim is valued at theacquisition price minus bad debt reserves.
However, in cases where the claim isacquired at a price either above or below
the price of the claim and if that difference
can be considered as an interest rateadjustment, the claim is valued at a price2

Current
computed based on the amortized cost
method minus bad debt reserves.

After Amendment(8) – (10) (omitted)(8) – (10) (no change)

2. – 3. (omitted)

2. – 3. (no change)

Article 37 Dividend Distribution Policy(omitted)

Article 37 Dividend Distribution Policy(no change)(1) Distribution of Earnings(1) Distribution of Earnings(i) (omitted)(i) (no change)(ii) The amount of dividend is in principle(ii) The amount of dividend is in principle
more than 90 percent of the investment
more than 90 percent of the investment
corporation’s distributable earnings ascorporation’s distributable earnings asprescribed in Article 67-15 Paragraph 1
prescribed in Article 67-15 Paragraph 1of Special Measures Concerningof Special Measures Concerning
Taxation (“Special Provisions for
Taxation (“Special Provisions for
Taxation on Investment Corporations”)
Taxation on Investment Corporations”)(or, should there be changes to the(or, should there be changes to thecalculation method due to amendments
calculation method due to amendments
to laws and regulations, the amountto laws and regulations, the amountafter the change). However, this shallafter the change). However, this shallnot apply when there is a tax loss or
not apply when there is a tax loss orwhen there is no tax income due towhen there is no tax income due tolosses carried forward; in such cases,losses carried forward; in such cases,
the Investment Corporation shallthe Investment Corporation shallreasonably determine the amount ofreasonably determine the amount ofdividend.
dividend.
The Investment Corporation canreserve, retain, or otherwise process
part of distributable earnings deemednecessary to maintain or grow the valueof its assets under management such as
long-term maintenance reserves,payment reserves, dividend reserves,and other similar reserves.

The Investment Corporation canreserve, retain, or otherwise process
part of distributable earnings deemednecessary to maintain or grow the valueof its assets under management such as
long-term maintenance reserves,
payment reserves, negative goodwill
reserves, accelerated depreciation
reserves, dividend reserves, and othersimilar reserves.

(2) – (5) (omitted)(2) – (5) (no change)

Attachments

Attachments

Structure of Fees Paid to
the Asset Management Company(omitted)

Structure of Fees Paid to
the Asset Management Company(no change)

1. – 4. (omitted)

1. – 4. (no change)

5. Performance Fee

5. Performance Fee(1) Fee shall be calculated as follows when (i)the cash flow per share stays the same as
or increases from the previous period forsix consecutive periods (including the(1) (Note: A minor Japanese language change
was made which is immaterial to theEnglish translation.)3Current
period when fee is calculated; the same
shall apply hereinafter), and (ii) the cash
flow per share of the period when fee iscalculated increased from the previousperiod.

After Amendment

Performance fee = (cash flow per share of
the current period – cash flow per share of
the previous period) * total number ofshares issued in the current period *30.0%(2) Fee shall be calculated as follows
provided that the above conditions set
forth in (1)(i) are not met and cash flow
per share is above the simple average ofcash flow per share of the latest six
periods, and that the conditions set forthin (1)(ii) are met.

(2) (Note: A minor Japanese language change
was made which is immaterial to theEnglish translation.)

Performance fee = (cash flow per share of
the current period – simple average ofcash flow per share of the latest six
consecutive periods) * total number ofshares issued in the current period *30.0%(3) For both (1) and (2) above, cash flow per
share shall be calculated by dividing cash
flow by the total number of issued shares
as of the end of each period. Also,
performance fee shall be calculated basedon cash flow before performance fee
deduction.

(3) With respect to (1) and (2) above, cash
flow per share shall be calculated by
dividing cash flow before performance fee
deduction by the total number of issued
shares of each period. Furthermore, whenthe Investment Corporation holds treasury
shares in the period of calculation, thetotal number of issued shares shall be
reduced by the number of treasury shares
held, and in the event that a stock split ora reverse stock split has been done within
the preceding six periods, the total numberof issued shares of ensuing periods shallbe adjusted by the relevant stock split orreverse stock split ratio.

Payment shall be made within three months
following each period.

Payment shall be made within three months
following each period.

6. (omitted)

6. (no change)

42. Election of Directors
Due to the expiration of the Directors’ current terms of office as of this Shareholder
Meeting, Ichigo Office’s Board of Directors is proposing the re-election of Executive
Director Yoshihiro Takatsuka and Supervisory Directors Takaaki Fukunaga andMasahiro Terada.
To ensure the minimum number of Directors as required by law, Ichigo Office’s Boardof Directors is also proposing the election of a new Alternative Executive Director and a
new Alternative Supervisory Director.
Career Summaries of Candidates
TitleName(Birth Date)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 1978
April 1985
December 1996
December 2000
August 2007

ExecutiveDirector(Candidate)

Yoshihiro Takatsuka(September 21, 1955)

July 2010
September 2010
September 2011
February 2015
October 1998
October 2004
October 2005
September 2010
January 2011

Supervisory
Director(Candidate)June 2014
Takaaki Fukunaga(October 29, 1972)
October 2014

December 2015
February 2017
March 2017

5

Joined Bank of Tokyo, Ltd.
Joined Salomon Brothers Asia Securities,Ltd.
Joined Chase Securities Company
Joined Nikko Citigroup Securities Limited
Joined Credit Suisse Securities Japan
LimitedEstablished R’s Consulting as thePresident (current)
Joined Ichigo Office and appointed
Executive Director (current)
Joined Oct Advisors Inc. as Partner(current)Appointed Director of Oct Advisors Inc.
(current)
Joined KPMG Tokyo
Established Fukunaga C.P.A. Office as
Representative (current)
Joined Global Solutions Consulting Co.,
Ltd. and appointed RepresentativeDirector (current)
Joined Ichigo Office and appointed
Supervisory Director (current)
Joined GreenOak Investment Management
K.K. and appointed external CorporateAuditor (current)
Joined HIRAYAMA Co., Ltd. (presentlyHIRAYAMA HOLDINGS Co., Ltd.) andappointed external Corporate Auditor(current)
Joined Ticket Guard Small Amount &Short Term Insurance Co., Ltd. (presentlyAWP Ticket Guard Small Amount & ShortTerm Insurance Co., Ltd.) and appointed
external Corporate Auditor (current)
Joined PP Japan Co., Ltd. and appointed
Corporate Auditor (current)
Joined Retailer’s Sphere Co., Ltd. andappointed Corporate Auditor (current)
Joined GMO Registry, Inc. and appointed
external Corporate Auditor (current)Name(Birth Date)

Title

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 1996
May 1998
May 2000

SupervisoryDirector(Candidate)

Masahiro Terada(May 7, 1968)
August 2002
September 2003
August 2004
January 2006
October 2011
October 2006

AlternativeExecutiveDirector(Candidate)

Keisuke Chiba(September 10, 1979)

January 2010
September 2014
May 2016
December 2012

AlternativeSupervisory
Director(Candidate)

Nagahisa Kita
(April 15, 1984)

January 2013
April 2015
January 2018

Qualified as Attorney at Law (DainiTokyo Bar Association)
Joined Daiwa Securities Co., Ltd.
(presently Daiwa Securities Group Inc.) as
an in-house counsel
Joined Morgan Stanley Japan Limited(presently Morgan Stanley MUFG
Securities Co., Ltd.) as an in-housecounselAttended Duke University School of Law
Joined Nixon Peabody LLP as a visiting
attorney
Joined City-Yuwa Partners
Appointed Partner (current)
Joined Ichigo Office and appointed
Supervisory Director (current)
Qualified as Attorney at Law (Tokyo BarAssociation)
Joined Atsumi & Partners (presentlyAtsumi & Sakai)
Sent on loan to the legal department of
Mitsui & Co., Ltd.
Joined Hokuto Law OfficeAppointed Partner (current)
Qualified as Attorney at Law (Tokyo BarAssociation)
Joined Midosuji Legal Profession
Corporation
Joined Partners Law Office
Established AQ Law Office as
Representative Officer (current)

3. Schedule
June 14, 2018
July 6, 2018
July 28, 2018

Board of Directors Resolution
Distribution of Shareholder Meeting Materials (expected)
Shareholder Meeting (expected)

6