Ntt Ud Reit Investment CorporationTSE: 8956

Notice Concerning Convocation of the Thirteenth General Meeting of Unitholders

Sep 2, 2024 at 1:25 AM UTC · Issued by NTT UD REIT Investment Corporation

For Translation Purpose

(Securities Code: 8956) (Dissemination date) September 3, 2024 (Commencement date of electronic provision measure) September 3, 2024

To Our Unitholders

1-5-1 Otemachi, Chiyoda Ward, Tokyo

NTT UD REIT Investment Corporation

Executive Director Takeshi Oodera

Notice of Convocation of

the Thirteenth 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 Thirteenth General Meeting of Unitholders (the "General Meeting") of NUD to be held as outlined below.

Instead of attending the General Meeting, you may exercise your voting rights in writing. In such case, 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 us by 5:00 p.m. on September 25, 2024 (Wednesday).

Please note that NUD stipulates provisions concerning "Deemed Affirmative Vote" in Article 20, Paragraphs 9 and 10 of the Articles of Incorporation in accordance with the provision of Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (the "Investment Trusts Act") as described below. None of the proposals submitted to the General Meeting fall under any of the items of Article 20, Paragraph 10 of the Articles of Incorporation. This means that if a unitholder does not attend the General Meeting and does not exercise his/her voting rights using the Voting Rights Exercise Form, the unitholder is deemed to be in favor of any proposal submitted to the General Meeting (in the case where there are multiple proposals submitted and some proposals have conflicting intents, except all such conflicting proposals).

(Excerpts from the Current Articles of Incorporation of NTT UD REIT) Article 20, Paragraphs 9 and 10 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 purposes that 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.
Notwithstanding the provisions of the preceding paragraph, the deemed approval provisions of the preceding paragraph shall not apply to resolutions on proposals pertaining to each of the following items:
1. Dismissal of executive director, supervisory director, or accounting auditor

Amendments to the Articles of Incorporation (limited, however, to the enactment, amendment, or abolition of provisions related to deemed approval).
Dissolution
Approval to terminate the asset management agreement by the Asset Management Company
Termination of the asset management agreement by NTT UD REIT

For this convocation notice of the General Meeting, NUD has taken the electronic provision measure for information contained in the Reference Document for the General Meeting of Unitholders, etc. ("matters subject to electronic provision measure") and have posted them on NUD's website on the Internet as "Notice of Convocation of the Thirteenth General Meeting of Unitholders," which you may access to view via NUD's website below. For the General Meeting, the Reference Document for the General Meeting of Unitholders, etc. has been sent to all unitholders regardless of whether they have requested delivery.

NUD's website https://nud-reit.co.jp/en/ir/meeting.html

Matters subject to electronic provision measure are posted on the above website and also on the website of the Tokyo Stock Exchange (TSE). You can browse the materials on the TSE website by accessing the Listed Company Search feature of the website using the URL below. First, conduct a search by entering the issue name (NTT UD REIT Investment Corporation) or securities code (8956). Next, click "Basic information" and select "Documents for public inspection/PR information" tab. Navigate to "Notice of General Investors Meeting/Informational Materials for a General Investors Meeting" and click on the section to access the materials.

TSE's website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

1.	Date and Time:	September 26, 2024 (Thursday) 10:00 a.m.
		(Planned reception start time: 9:30 a.m.)
2.	Venue:	Conference Room A
		Otemachi First Square East Tower 2F
		1-5-1 Otemachi, Chiyoda Ward, Tokyo

(Please refer to the Map to the Venue of the General Meeting of Unitholders at the end of this document.)

3. Purpose of the General Meeting: Matters to Be Resolved

Proposal No. 1: Partial Amendments to the Articles of Incorporation

Proposal No. 2: Election of One Executive Director

Proposal No. 3: Election of Two Substitute Executive Directors

Proposal No. 4: Election of Two Supervisory Directors

Proposal No. 5: Election of One Substitute Supervisory Director

The venue for the General Meeting is different from that of the last general meeting of unitholders. If you will attend in person, please refer to the Map to the Venue of the General Meeting of Unitholders at the end of this document.

(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 the authority of proxy will be required.
In cases where neither approval nor disapproval of each proposal is indicated in the Voting Rights Exercise Form returned to NUD, NUD will deem that approval has been indicated.
Please note that in case there are any amendments to the matters subject to electronic provision measure, NUD will post a notice of the amendment containing the subject matters before and after amendment on NUD's website and TSE's website indicated above.
Immediately after the General Meeting, an Asset Management Status Presentation Meeting will be held by NTT Urban Development Asset Management Corporation, the asset management company for NUD, at the same venue. Unitholders attending the General Meeting are cordially invited to the presentation meeting.
No gifts will be prepared for the attending unitholders of the General Meeting or the subsequent Asset Management Status Presentation Meeting. Your understanding is greatly appreciated.

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

(Matters Relating to Article 13, Paragraph 1 of the Proposed Amendment)

In line with the stipulation of the definition of "total amount of investment and surplus" due to the amendment to the Investment Trusts Act and the Regulation on Accounting of Investment Corporations (Cabinet Office Order No. 47 of 2006, including subsequent amendments), similar provisions on the definition of "total amount of investment and surplus" will be stipulated in the Articles of Incorporation of NUD.

(Matters Relating to Article 22, Paragraph 5 of the Proposed Amendment)

Necessary changes will be made to facilitate the use of electronic signatures for the minutes of board of directors' meetings in order to optimize and streamline the administrative work involved in preparing the minutes and also establish a flexible operating system.

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 13 (Cash Distribution Policies)	Article 13 (Cash Distribution Policies)
1. Distribution Policies	1. Distribution Policies
In principle, the Investment	In principle, the Investment
Corporation shall make	Corporation shall make
distributions based on the	distributions based on the
following policies:	following policies:
(1) Of the total cash amount to be	(2) Of the total cash amount to be
distributed to unitholders,	distributed to unitholders,
profits (the amount obtained	profits (in the case where the
by subtracting the sum total of	net assets amount on the
unitholders' capital and surplus	balance sheet of the
from the net assets amount on	Investment Corporation
the balance sheet of the	exceeds the sum total of the
Investment Corporation; the	total amount of investment
same applies hereinafter) shall	and surplus and other
be calculated based on the	amounts recorded in each
Investment Trusts Act,	accounting item stipulated by
corporate accounting	a Cabinet Office Ordinance
standards generally accepted	(hereinafter the "total amount
in Japan and other corporate	of investment and surplus"),
accounting practices.	the amount obtained by
	subtracting such total amount
	of investment and surplus
	from such net assets amount;
	the same applies hereinafter
	in this Article) shall be
	calculated based on the
	Investment Trusts Act,
	corporate accounting
	standards generally accepted
	in Japan and other corporate
	accounting practices.
(2) (Text omitted)	(2) (Unchanged from the existing
	text)
2.-4. (Text omitted)	2.-4. (Unchanged from the existing
	text)
Article 22 (Matters Concerning Board of	Article 22 (Matters Concerning Board of
Directors)	Directors)
1.-4. (Text omitted)	1.-4. (Unchanged from the existing
	text)
5. With respect to the proceedings and	5. With respect to the proceedings and
outcome of the Board of Directors	outcome of the Board of Directors
meeting, minutes containing	meeting, minutes containing
matters required by laws and	matters required by laws and
regulations shall be prepared. The	regulations shall be prepared. The
attending Executive Directors and	attending Executive Directors and

Current Articles of Incorporation	Proposed Amendments
the Supervisory Directors shall sign	the Supervisory Directors shall
and seal the minutes. The minutes	sign and seal or electronically sign
that have been prepared, signed	the minutes. The minutes that
and sealed shall be kept in the	have been prepared, signed and
head office of the Investment	sealed or electronically signed
Corporation for a period of ten	shall be kept in the head office of
years since the day of the Board of	the Investment Corporation for a
Directors meeting.	period of ten years since the day of
	the Board of Directors meeting.

Proposal No. 2: Election of One Executive Director

Due to a request from Takeshi Oodera, a current executive director, to resign from his position upon the conclusion of this General Meeting of Unitholders in order to adjust the term of office, NUD proposes again the new election of one executive director effective as of September 26, 2024. The term of office 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 day on which 2 years have elapsed since the general meeting of unitholders at which their election was proposed, as stipulated in the proviso of Article 21, Paragraph 3 of the current Articles of Incorporation and the provisions of 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.

			Number of
Name		Brief Career History	Owned NUD
(Date of Birth)		Investment

			Units
	April 1988	Joined Nippon Telegraph and Telephone
		Corporation
	July 2005	General Manager, Planning Department,
		Akita Branch, Nippon Telegraph and
		Telephone East Corporation
	April 2013	General Manager, Internal Audit Office, NTT
		Urban Development Corporation
	July 2018	Director, Premier REIT Advisors Co., Ltd.
		(currently NTT Urban Development Asset
		Management Corporation)
	August 2018	Director & CFO, Finance Department,
		Premier REIT Advisors Co., Ltd. (currently
		NTT Urban Development Asset
		Management Corporation)
	June 2019	Executive Director, Premier Investment
		Corporation (currently NTT UD REIT
		Investment Corporation)
	July 2019	Head of Corporate Communications Office,
Takeshi Oodera		Corporate Strategy and Planning	0 units
	Department, NTT Urban Development
(April 15, 1964)
	Corporation

	July 2019	Head of Corporate Communications Office,
		Corporate Strategy and Planning
		Department, NTT Urban Solutions, Inc.
	July 2020	Executive Director, General Manager,
		Corporate Strategy Department, Premier
		REIT Advisors Co., Ltd. (currently NTT Urban
		Development Asset Management
		Corporation)
	April 2021	Director & General Manager of Corporate
		Strategy Department, NTT Urban
		Development Asset Management
		Corporation
	July 2022	Executive Director, NTT UD REIT (current
		position)
	November	Director, Head of Engineering and
	2022	Sustainability Management Office, NTT
		Urban Development Asset Management
		Corporation (current position)

Fact that falls under the category of a significant concurrent assignment:
Takeshi Oodera, the candidate for executive director, is a Director and Head of Engineering and Sustainability Management Office of NTT Urban Development Asset Management Corporation, which has concluded an asset management agreement and a general administration agreement on operation of 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 insurance company as insurance coverage for certain damages that may be incurred in the event that claims are made against insured parties for damages arising from acts in 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 above candidate for executive director, is currently included in the insured parties under the insurance contract as executive director. The above candidate for executive director will continue to be included in the insured parties of the insurance contract if he, as executive director, assumes the position of executive director.

Proposal No. 3: Election of Two Substitute Executive Directors

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 two substitute executive directors effective as of September 26, 2024. Under this proposal, the effective period of the resolution on the election of substitute executive directors 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 of Incorporation.

This proposal has been submitted with the unanimous consent of NUD's supervisory directors.

The candidates for substitute executive directors are as follows.

In the case where this proposal is approved, the priority of appointment as executive officer will be Kazuhiro Kimura followed by Seiji Okinaga.

				Number of
No.	Name		Brief Career History	Owned NUD
(Date of Birth)		Investment

				Units
		April 1981	Joined Nippon Telegraph and
			Telephone Public Corporation
			(currently Nippon Telegraph and
			Telephone Corporation)
		July 2004	Manager, Department IV, Nippon
			Telegraph and Telephone Corporation
		October	General Manager, General Affairs and
		2009	Personnel Department, Nippon
			Telegraph and Telephone East
			Corporation (Seconded to NTT East
			Properties Inc.)
		May 2013	Director & Head of Business Affairs
			Group, Premier REIT Advisors Co.,
			Ltd. (currently NTT Urban
			Development Asset Management
			Corporation)
		June 2013	Director, General Manager of
			Business Management Division,
	Kazuhiro		Premier REIT Advisors Co., Ltd.
1		(currently NTT Urban Development	2 units
Kimura
	Asset Management Corporation)
	(November 9, 1962)	July 2016	General Manager, Business Planning
			Division, Office Building Business
			Headquarters, NTT Urban
			Development Corporation (current
			position)
		July 2016	Statutory Auditor, DHC Tokyo
			Corporation
		July 2019	Statutory Auditor, Premier REIT
			Advisors Co., Ltd. (currently NTT
			Urban Development Asset
			Management Corporation)
		March 2020	Director, Shinagawa Season Terrace
			Co., Ltd.
		July 2021	Director, General Manager, Corporate
			Strategy Department, NTT Urban
			Development Asset Management
			Corporation (current position)
		May 2022	Director (non-executive), KSP
			Community, Inc. (current position)

				Number of
No.	Name		Brief Career History	Owned NUD
(Date of Birth)		Investment

				Units
		April 1989	Joined Nippon Telegraph and
			Telephone Corporation
		October	General Manager, Real Estate
		2012	Investment Promotion Department,
			NTT Urban Development Corporation
		February	General Manager, Global Business
		2013	Office, Development Department,
			NTT Urban Development Corporation
		May 2013	General Manager, Singapore
			Representative Office, NTT Urban
			Development Corporation
		October	General Manager, Global Business
	Seiji Okinaga	2014	Department, NTT Urban Development
2		Corporation	0 units
July 2017	Managing Director, UD Europe Ltd.
	(November 22, 1964)
			(currently NTT UD Europe Ltd.)
		November	General Manager, Business Strategy
		2022	Division, Global Business
			Headquarters, NTT Urban
			Development Corporation
		September	Deputy General Manager of
		2023	Investment Marketing Department,
			NTT Urban Development Asset
			Management Corporation
		June 2024	General Manager, Investment
			Marketing Department, NTT Urban
			Development Asset Management
			Corporation (current position)

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 Asset Management Corporation, which has concluded an asset management contract and a general administrative contract on operation of institutions with NUD.
Seiji Okinaga, a candidate for substitute executive director, is General Manager, Investment Marketing Department, NTT Urban Development Asset Management 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.
Number of owned investment units:
Kazuhiro Kimura, a candidate for substitute executive director, owns two investment units as of August 21, 2024.