Provisional translation only
April 15, 2026 Fukuoka REIT Corporation
1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City
Yukitaka Ohara Executive Director (Securities Code: 8968)
Asset Management Company: Fukuoka Realty Co., Ltd.
1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City
Yukitaka Ohara President and CEO
Inquiries: Hiroyuki Ayabe
Vice President Board of Directors and General Manager
Finance Department TEL: +81-(0)92-272-3900
Notice Concerning Partial Amendment to Articles of Incorporation and Election of Officers
Fukuoka REIT Corporation (FRC) hereby announces that, at its board of directors meeting held today, FRC resolved that agenda concerning the amendment of its Articles of Incorporation and the appointment of its directors be presented to its 12th General Meeting of Unitholders to be held on May 21, 2026 as follows, which items shall become effective upon their resolution and approval at said General Meeting of Unitholders.
Major Contents and Rationales of Partial Amendments of Articles of Incorporation
With respect to the location of the head office of FRC, the description will be changed to specify only the smallest administrative division to establish a structure that can flexibly respond to future changes in the business environment (proposed changes (attached) related to Article 3).
For the purpose of improving operational efficiency and rationalization, necessary changes will be made to enable the preparation of minutes of the General Meeting of Unitholders in electronic format (proposed changes (attached) related to Article 20).
When receiving loans from credit cooperatives and credit unions, it is necessary to make capital contributions pursuant to the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949, including subsequent amendments) and the Shinkin Bank Act (Act No. 238 of 1951, including subsequent amendments). Therefore, these capital contributions will be added to the investment targets of FRC (proposed changes (attached) related to Article 31, paragraph (5), item (7) and (8)).
(4) In accordance with the amendment to the Act on Promotion of Global Warming Countermeasures (Act No. 117 of 1998, including subsequent amendments, changes will be made to referenced provisions and wording (proposed changes (attached) related to Article 31, paragraph (5), item (6)).
Following the merger of The Investment Trusts Association, Japan and Japan Investment Advisers Association on April 1, 2026, and the subsequent establishment of Investment Management Association of Japan, necessary changes including wording revisions will be
made (proposed changes (attached) related to Article 34 and Article 38).
Regarding the calculation of asset management fees (Management Fee 1 (Total Asset-Linked Fee)) payable to Fukuoka Realty Co., Ltd., to which FRC entrusts its asset management, necessary changes will be made to exclude the amount of right-of-use assets newly recorded on the balance sheet from the calculation of the above management fee, based on Accounting Standard for Leases (ASBJ Statement No. 34) and related accounting standards scheduled to be applied from the fiscal period ending February 2028 (proposed changes (attached) related to ① Management Fee 1).
Regarding the asset management fees (Management Fee 4 (Acquisition Fee) and Management Fee 5 (Disposition Fee)) payable to Fukuoka Realty Co., Ltd., to which FRC entrusts asset management, the payment deadline will be relaxed to allow the resolution for payment of the above management fees to be made at FRC's Board of Directors meeting held after the resolution to acquire or dispose of managed assets (proposed changes (attached) related to④ Management Fee 4 and ⑤ Management Fee 5)
Appointment of Directors
As the term of office of the executive director, Yukitaka Ohara, the supervisory directors, Masahiro Uchida and Takashi Tanabe, will expire as of May 28, 2026, we submit a proposal for the appointment (incl. reappointment) of executive director, Yukitaka Ohara, the supervisory directors, Masahiro Uchida and Takashi Tanabe. Also, in preparation for any vacancy in the position of executive director or any shortfall in the legally required number of executive directors, we submit a proposal for the appointment (incl. reappointment) of the substitute executive director candidate, Zenji Koike, and the substitute supervisory director, Asako Minamitani.
(For more details regarding the appointment of directors, please refer to the "Notice Concerning the 12th General Meeting of Unitholders" attached.)
Schedule
April 15, 2026 The Board of Director's approval for resolutions to be submitted to the 12th General Meeting of Unitholders
May 1, 2026 Delivery of Convocation Notice for the 11th General Meeting of Unitholders (scheduled)
May 21, 2026 Holding of the 12th General Meeting of Unitholders (scheduled) Attachment "Notice Concerning the 12th General Meeting of Unitholders"
*Fukuoka REIT Corporation's website is https://www.fukuoka-reit.jp/en/
(Securities Code: 8968)
(Date Sent) May 1, 2026 (Start Date of Electronic Provision Measures) April 24, 2026
To Our Unitholders
Fukuoka REIT Corporation 1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City
Yukitaka Ohara Executive Director
Notice Concerning the 12th General Meeting of UnitholdersYou are cordially invited to attend the 12th General Meeting of Unitholders of Fukuoka REIT Corporation (FRC). The Meeting will be held as described below.
Unitholders may exercise their voting rights at the General Meeting of Unitholders in writing. Please take the time to review the Reference Documents for the General Meeting of Unitholders below, indicate your approval or disapproval of the proposals in the enclosed voting form, and send it so that it arrives by 5:30 p.m. on Wednesday, May 20, 2026.
In addition, FRC established the provision of "deemed approval" in Article 18 of the current Articles of Incorporation pursuant to Article 93.1, of the Investment Trusts and Investment Corporations Law. Accordingly (Act No. 198 of 1951), if you are unable to attend the Meeting and are unable to vote using the Voting Rights Exercise Form, please be aware that you will be deemed as having attended and approved each of the proposals at the general meeting of unitholders, except in the cases stipulated in Article 18, Paragraph 1 (in parentheses) and Paragraph 3 of the current Articles of Incorporation.
(Excerpt from FRC's Current Articles of Incorporation) Article 18 (Deemed Approval)
Unitholder non-attendance at the General Meeting of Unitholders and non-voting shall be deemed as unitholder approval of agenda items submitted to the General Meeting of Unitholders (when multiple agenda items have been submitted, if any are contradictory, said agenda items shall be omitted).
The unitholder votes deemed as having approved agenda items according to the preceding Paragraph will be added to the votes cast by attending unitholders.
. The provisions of the preceding two paragraphs shall not apply where (i) within two weeks from the earlier of the date on which FRC announces on its website or the date on which the person who has the right to convene the meeting announces in a similar manner that a proposal concerning one of the following items will be submitted to the general meeting of unitholders, unitholders who have continuously held investment units of at least 1% of the total number of investment units issued and outstanding for six months or more notify FRC (or both FRC and the person who has the right to convene the meeting, if the person who has the right to convene the meeting is not an executive director or supervisory director) of their opposition to the proposal or (ii) FRC states in the notice of convocation or announces on its website its opposition to a proposal concerning one of the following items.
Appointment or dismissal of executive directors or supervisory directors
Signing or cancelling of asset management agreements with the asset management company
Dissolution
Merging of investment units
Waiver of responsibility of executive directors, supervisory directors, or accounting auditors
Approval of absorption-type or consolidation-type merger agreements
Provisions in paragraph 1 and 2 do not apply to the proposal to amend this article.
Please note that, in convening the General Unitholders' Meeting, FRC has taken measures for electronic provision of the information contained in the Reference Materials for General Unitholders' Meeting, etc. (the electronic provision measures), which are posted as the "Notice Concerning the 12th General Meeting of Unitholders" on FRC's website and thus available to check by accessing FRC's corporate website below. All unitholders are also sent the reference documents for the General Meeting of Unitholders and other documents in paper format, regardless of whether or not they have requested delivery of the documents be in paper format.
FRC's website:
https://www.fukuoka-reit.jp/en/ir/investor.html
In addition to the above website, the electronic provision measures are posted on the website of the Tokyo Stock Exchange (TSE). To view them, access the TSE website indicated below (TSE Listed Company Search), enter the issue name (investment corporation name) or securities code, click "Search," and then select: "Basic information", "Documents for public inspection/PR information", "Notice of General Investors Meeting /Informational Materials for a General Investors Meeting."
TSE website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Meeting Details
- Date and Time : Thursday, May 21, 2026 10:00am
- Venue : Grand Hyatt Fukuoka 2F Savoy, 1-2-82 Sumiyoshi, Hakata Ward, Fukuoka City
- Agenda of the General Meeting of Unitholders Matters for Resolution
Proposal No. 1 Partial Amendments of Articles of Incorporation Proposal No. 2 Election of One Executive Director
Proposal No. 3 Election of Two Supervisory Directors Proposal No. 4 Election of One Substitute Executive Director
Proposal No. 5 Election of One Substitute Supervisory Director
End
◎Upon your attendance on the day, please submit the enclosed voting form to the reception at the venue.
◎If exercising voting rights by proxy, you are entitled to have one other unitholder with voting rights attend the General Meeting of Unitholders as your proxy. Please submit a document evidencing the authority of proxy, along with the voting form, to the reception at the venue.
◎Upon attendance, please bring this notice of convocation to help save resources.
◎If your Form for Exercising Voting Rights is returned to us but your vote for or against each of the proposals is not indicated, you will be deemed to have approved FRC's proposals.
◎Method to notify amendments to the electronic provision measures : If any change is made to the electronic provision measures, we will post the measures before the change and the measures after the change on FRC's website (https://www.fukuoka-reit.jp/en/index.html) and the TSE website mentioned above. We appreciate your understanding.
◎On the same day of the General Meeting of Unitholders, a Management Performance Briefing will be held by FRC's asset management company, Fukuoka Realty Co., Ltd., at the same venue after the closing of the General Meeting of Unitholders. FRC kindly asks that you also attend the briefing.
◎Please note that no commemorative gifts will be provided to unitholders attending the General Meeting of Unitholders. We appreciate your understanding.
