follows. 18, 2018 June REIT Issuer: Representative: meaning the concerned in 1 Targets and Policy of current provisions). Management) (2) In

Transcription

1 This translation of original Japanese noticee is providedd solely for information purposes. Should re be any discrepancy between this translation t and Japanese original, latter shall prevail. June 18, 2018 REIT Issuer: Nippon Healthcare Investment Corporation (Securities Code: 3308) Representative: Hiroshi Takeuchi, Executive Director Asset Manager: Daiwa Real Estate Asset Management Co., Ltd. Representative: Akira Yamanouchi, President and Representativee Director Inquiries to: Kentaro Azumi, General Manager, Corporate Divisionn (TEL: ) Notice concerning Amendments to Articles of Incorporation and Appointment of Directors, Etc. Nippon Healthcare Investment Corporation ( Investment Corporation ) hereby announces that Investment Corporation resolved at its Board of Directors meeting today convocation of 4th unitholders meeting of Investment Corporation scheduled to be held on July 31, 2018 ( Unitholders Meeting ) with purpose of and agenda presented to Unitholders Meeting as follows. Please note that matters to be resolved as mentioned below in 1 to 4 will become effective upon approval by Unitholders Meeting. 1. Reason and Content of Amendments too Articles of Incorporation (summary) (1) With amendment of Rules on Real Estate Investment Trusts and Real Estate Investment Corporations of The Investment Trusts Association, Japan ( JITA Rules ) adding certain shares or equity of overseas real estate holding corporationss to real estate, etc. ( meaning defined in Article 3, Paragraph 2 of JITA Rules), it is proposed to make amendments to add concerned shares or equity of overseas real estate holding corporationss to real estate, etc. in Articles of Incorporation of Investment Corporation (Appendix( 1 Targets and Policy of Asset Management (Types, Purpose and Scope of Assets that are Targets of Asset Management) of current provisions). (2) In order to review level of asset management fees with intention to make healthcare REITs more widespread in Japan and for e purpose of making asset a management fee system one that gives weight to management performance, it is proposed to make amendments to Management Fee I (based on assets under management) to change it from one thatt has been linked to total assets on balance sheet of Investment Corporation C to one that is linked to total value of opinion of assets under management of Investment Corporation and to lower maximum rate (per annum) from 0.3% to 0.15% %, and also make m amendments to Management Fee II (based on property-related maximum rate from 5.0% to 6.5% (Appendix 3 Assett Management Fees to operating revenue), which is linked to property-related operating revenue, to raise Asset Manager 1. and 2. of current provisions). (3) For amendments to Articless of Incorporation of (2) above to become effective on November 1, 2018, which is first day of 10th business period of Investment Corporation, it is proposed to makee provisions to that effect (Chapterr 11 of proposed amendments) ). (4) In addition to foregoing, it is proposed to amend wording (Article 9, Paragraph 4 of current provisions). For details of amendments to Articles of Incorporation, please refer to attached Changes in Asset Management Feee System and Notice of Convocationn of 4th Unitholders Meeting. 1

2 2. Appointment of One Executive Director As term of office of incumbent Executive Director Hiroshi Takeuchi will end upon conclusion of Unitholders Meeting, it is proposed to newly appoint one (1) Executive Director (Shunichi Suzuki). The term of office of Executivee Director to be appointed based on such s agendaa shall be from July 31, 2018 when he will be appointed until conclusion of a unitholders meeting for proposal of appointing Executive Directors held within 30 days from day following day on which two (2) years have elapsed from appointment, by applying provisions of o Article 99, Paragraph 2 of Investment Trusts Act and proviso to first sentence of Article 19, Paragraph 2 of Articles of Incorporation. For details of appointment of one executive director, pleasee refer to attached Notice of Convocation of 4th Unitholders Meeting 3. Appointment of One Substitute Executivee Director In preparation for any insufficiency for Investment Corporation in number of Executivee Directors legally required, agenda for appointment of one substitute Executive Director (Yoshiki Nishigaki) in advance is proposed. For details of appointment of one substitute executive director, please refer to attached Notice of Convocation of 4th Unitholders Meeting 4. Appointment of Two Supervisory Directors As term of office of incumbent Supervisory Directors Tomohikoo Shimizu and Chizuko Nakata will end upon conclusion of Unitholders Meeting, it is proposed to appoint two (2) Supervisory Directors (Tomohiko Shimizu and Chizuko Nakata). The term of office of Supervisory Directors to be appointed based on such agenda shall be from July 31, 2018 when y will be appointed until conclusion of a unitholders meeting for proposal of appointing Supervisory Directors held within 30 days from day following day on which two (2) years have elapsed e fromm appointment, by applying provisions of Article 99, Paragraph 2, whichh will be applied mutatis s mutandis pursuant to Article 101, Paragraph 2 of Investment Trusts Act and provisoo to first sentence off Article 19 Paragraph 2 of Articles of Incorporation. For details of appointment of two t supervisory directors, please refer to e attached Notice of Convocation of 4th Unitholders Meeting 5. Schedule June 18, 2018 Board of Directors meeting to approve agenda presented to Unitholders Meeting July 4, 2018 Dispatch of Convocation Notice for Unitholders Meeting (scheduled) July 31, 2018 Unitholders Meeting (scheduled) Attachment: Changes in Asset Management Fee System Notice of Convocationn of 4th Unitholders Meeting * Websitee URL of Investment Corporation: - End - 2

3 Change of Asset Management Fee System Review of asset management fee level and changes to fee system to place weight to management performance Management fee Ⅰ (based on assets under management) Management fee Ⅱ (based on property-related operating revenue) Basis of calculation Ratio(annual) Basis of calculation Ratio Before Total Assets(Bool Value) 0.3%(Max) Before NOI 5.0%(Max) After Total valuation amount (Appraisal value etc.) Change from book value to valuation amount basis 0.15%(Max) After No change NOI 6.5%(Max) Based on this change, total management fees for 8th Fiscal period (Ended April 2018) would be decreased by 4.6 million yen (7.5% down). Please refer below for details. Assumption of this change Management fee Ⅰ Management fee Ⅱ Decreased fee (Ratio) Increased DPU (Ratio) 2017/10 (7th period) Before After Mil Yen (- 7.9%) +65 Yen (+1.6%) 2018/4 (8th period) Before After Mil Yen (- 7.5%) +62 Yen (+1.5%) Forecast 2018/10 (9th period) 2019/4 (10th period) Before After Before After Mil Yen (- 7.4%) Mil Yen (- 7.3%) +62 yen (+1.5%) +60 yen (+1.5%) ( 百万円 ) (Note) The assumptions are based on following provisions. 7th & 8th period: Before(Actual) After(recalculated for full period). 9th (Before) & 10th (After) period: Forecasts announced on June 18, 2018, both are based on calculation for full period. Management fee Ⅰ based on assumption appraisal value would be same as those of end of 8th period. Please note that se forecasts and assumptions are based on certain provisions, so se may be different from actual figures.

4 To Our Unitholders: July 4, 2018 Nippon Healthcare Investment Corporation Ginza, Chuo-ku, Executivee Director Tokyo Representative: Hiroshi Takeuchi, (Securities Code: 3308) Notice of Convocation of 4th General Meeting of Unitholders We hereby inform you that 4th General Meeting of Unitholders of Nippon Healthcare Investment Corporation ( Investment Corporation ) will be held in accordance with e following particulars, and you are cordially invited to attend such meeting. In case you are unable to attend meeting, you may vote in writing. w In such case, we would appreciate it if you could indicate wher or not you wouldd approve proposals to be presented to meeting in enclosedd Exercise of Voting Rights R Formm after reviewing Reference Documents for General Meeting of Unitholders attached a hereto and send such form to us by 5:00 p.m. of July 30, 2018 (Monday). The Investment Corporation has following regulation regarding deemed approval in its Articles of Incorporation pursuant to Article 93, Paragraph 1 of Act on Investment Trusts and Investment Corporations. Accordingly, please note that if you do not attend meeting and fail to exercise your voting rights by using Exercise of Voting Rights Form, you will be deemed to have approved proposals presented to meeting. <Excerpt from Articles of Incorporation of Investment Corporation> Article 15 (Deemed Approval) 1. Any unitholder who does not attend a General Meeting of Unitholders and does not exercise his/her voting rights shall be deemed to have approved proposals presented to such General Meeting of Unitholders (provided, however, that in cases where two or r more proposals are presented and any such proposal is in conflict with anor proposal, p both of such proposals shall be excludedd from such deemed approval). 2. The number of voting rights held by e unitholder deemed to have approved proposals in accordance with preceding Paragraph shall be counted in t number of voting rights of unitholders in attendance. Regards Particulars 1. Date and Time: 2. Venue: July 31, 2018 (Tuesday) at 10:000 a.m. 17th Floor, GranTokyo North Tower, Marunouchi, Chiyoda-ku, Tokyo 3

5 3. Purpose of General Meeting of Unitholders: Agenda Proposal 1: Amendments to Articles of Incorporation Proposal 2: Appointment of One Executive Director Proposal 3: Appointment of One Substitute Executive Director Proposal 4: Appointment of Two Supervisory Directors The details of proposals are as set forth in Documents for General Meeting of Unitholders. following Reference - End - If you plan to attend meeting, pleasee submit enclosed Exercisee of Voting Rights Form to receptionist at meeting. If it becomes necessary to amend anyy of matterss required to be described in t Reference Documents forr General Meeting of Unitholders, amendedd documents will be posted on Investment Corporation s website ( You may appoint one or unitholder with voting rightss to act as your proxy and to exercise your voting rights at meeting. In such case, proxy shall be required too submit any documentary evidence of authority to act as your proxy, toger with Exercise of Voting Rights Form, to receptionist at meeting. If you redundantly exercise your voting rights by usingg Exercise of Voting Rights Form, only vote lastly made shall be deemed to be effective. After meeting, a briefing session on operational management will be held at samee venue by e Investment Corporation s asset management company Daiwa Reall Estate Asset Management Co. Ltd. 4

6 Reference Documents for General Meeting of Unitholders Proposals and Reference Matters Proposal 1: Amendments to Articless of Incorporation 1. Summary of Proposal and Reasons for Amendments (1) With amendment of Rules on Real Estate Investment Trusts and Real Estate Investment Corporations of The Investment Trusts Association, Japan ( JITA Rules ) adding certain shares or equity of overseas real estate holding corporationss to real estate, etc. ( meaning defined in Article 3, Paragraph 2 of JITA Rules), it is proposed to make amendments to add concerned shares or equity y of overseass real estatee holding corporations to t real estate, etc. in Articles of Incorporation of Investment Corporation (Appendix 1 Targets and Policy of Asset Management (Types, Purpose and Scope of Assets that are Targets of Asset Management) of e current provisions). (2) In order to review level of asset management fees with intention to make healthcare REITs more widespread in Japan and for purpose of making asset management fee system one that gives weight to management performance, it iss proposed to make amendments to Management Fee I (based on assets under management) to change it from one that has been linked to total assets on balance sheet of Investment Corporation to one that is linked to total valuee of opinionn of assets under management of Investment Corporation and to lower maximum rate (per annum) from 0.3% to 0.15%, and also make amendments to Management Fee II (based on property-related operating revenue), which is linked to property-related operating revenue, to raise maximum rate from 5.0% to 6.5% (Appendix 3 Asset Management Fees too Asset Manager 1. and 2. of current provisions). (3) For amendments to Articless of Incorporation of (2) above to become effective on November 1, 2018, which is first day of 10th business period of Investment Corporation, it is proposed to makee provisionss to that effect (Chapter 11 of proposed amendments). (4) In addition to foregoing, it is proposed to amend wording (Article 9, Paragraph 4 of current provisions). 5

7 2. Details of Amendments The following partial amendments to e current Articles of Incorporation are proposed.. (Amendments aree shown with underline.) u Current Provisions Proposed Amendments Article 9 (Convocation) Article 9 (Convocation) 1. ~ 3. [Omitted] 1. ~ 3. [No amendment] 4. In order to convene General Meeting of Unitholders, Executive Directors shall givee public notice of date of General Meeting of Unitholders no later than two months prior to that date and send s notice reof in writing to unitholders no later than two weeks prior to that 4. In order to convene General Meeting of Unitholders, Executive Directors shall give public notice of date of General Meeting of Unitholders no later than two months prior to that date andd send notice reof in writing to unitholders no later thann two weeks prior to that date; ; however, concerned public notice shall not be required to be given in cases wheree General Meeting of Unitholders is to be held before 25 monthss have elapsed from date of immediately preceding General Meeting of Unitholderss that was held in accordance with provisions of first sentence of preceding Paragraph. date; provided, however, that concerned public notice shall not be required to be given in cases where General Meeting of Unitholders is to be held before b 25 months have elapsed from date of immediately preceding General Meeting of Unitholders that was held in accordance with provisionss of first sentence of preceding Paragraph. [Newly established] Chapter 11 Supplementary Provisions Article 36 (Entry into Force of Amendments) The amendmentss to Articles of Incorporation pertaining to Appendix 3 shall become effective on November 1, This Article shall delete this after concerned entry into force of amendments. Appendix 1 Appendix 1 Targets and Policy of Asset Management Targets andd Policy of Asset Management (Types, Purpose and Scope of Assets that are Targets of Asset Management) 1. [Omitted] 2. Real estate, etc. refers to those listed below. (1) ~ (9) [Omitted] [Newly established] 3. ~ 6. [Omitted] (Types, Purpose andd Scope of Assets that are Targets of Assett Management) 1. [No amendment] 2. Real estate, etc. refers to those listed below. (1) ~ (9) [No amendment] (10) In case provided p in Article 194, Paragraph 2 of Investment Trusts Act, iissued shares or equity in those corporations provided in Article of Investment Trusts T Act Enforcement Ordinance of which are corporations whose assets aree all real estate and monetary m claims, etc. pertaining to concerned real estate (exclluding those listed on a foreign financial instruments market and those registered, etc. e on an over--counter financial instruments market m opened in a foreign country) 3. ~ 6. [No amendment] 6

8 Current Provisions Appendix 3 Proposed Amendments Appendix 3 Asset Management Fees to Asset Managerr Asset Management Fees to Asset Manager [Omitted] [No amendment] 1. Management Feee I (based on assets under management) As each consideration for management for period from day following a settlement of accounts of Investment Corporation to day d on which three months have elapsed from concerned settlement of accounts ( Accounting Period I ) and period from day following last day of Accounting Period I to next settlement of accounts ( Accounting Period II ), amount arrived at when total assets of Investment Corporation calculated by following method is multiplied by a rate separately agreed between Investment Corporation and Asset Manager of no more than 0.3% (per annum) and that amount is multiplied by actual number of days d in concerned Accounting Period I or Accountingg Period II andd n divided by 365 (*) (rounded downn to nearest yen) shall be Management Fee I, which in case of Management Fee I for Accounting Period I shall be paid within three months of last day d of concerned Accounting Period I and in casee of Management Fee I for Accounting Period II shall be paid within three months of last day of concerned Accounting Period II. (*) 366 if calendar year in which first dayy of concerned business period falls is a leap year. 1. Management Fee I (basedd on assetss under management) As each consideration for management for period from day following a settlement of accounts of Investment Corporation to e day on which three months have elapsed from concerned settlement of accounts ( Accounting Period I ) and period from day following last day of Accounting Periodd I to next settlement off accounts ( Accounting Periodd II ), amount arrived att when totall value of opinion of assets under management of Investment Corporation calculated by following method is multiplied by a rate separately agreedd between Investment Corporation and Asset Manager M of no more than 0.15% (per annum) and thatt amount is multiplied by actual number of days inn concernedd Accounting Period I or Accounting Period II and n divided by 365 (*) (rounded down to nearest yen) shall be Management Fee I, which in case of Management Fee I for Accounting Periodd I shall be paidd within three months of last day of e concerned Accounting Periodd I and in case of Management Fee I for Accounting Period II shall be paid within three months of last day of concerned Accounting Period II. (*) 366 if calendar year in which first day of concerned business period falls is a leap year. Total assets for each Accounting Period I shall mean total assets on balance sheet (that( approved by Board of Directors pursuant to Investment Trusts Act; same shall apply hereinafter) for settlement of accounts immediately preceding concernedd each Accounting Period I. Total value of opinion of assets under management for each Accounting Period I shall mean sum s total amount of estimated value at end of period of o real estate related investment targett assets (meaning real estate, etc. and real estate-backed securities; same shall apply hereinafter) heldd by Investment Corporation in settlement off accounts immediately preceding concerned eachh Accounting Period I (meaning appraisal value or or value estimated by 2. of Appendix 2 of o Articles of Incorporation; if i re is no such value, n use acquisition price (e amount stated on contract on acquisition of concerned real estate related investment target assets, excluding e acquisition-relatedd expenses andd consumption tax and local consumptionn tax; same shall apply hereinafter); same shall apply hereinafter).. 7

9 Current Provisions Total assets for each Accounting Period II shall mean amount of total assets for immediately preceding Accounting Period I, plus acquisition price of real estate related investment target assets a (meaning real estate, etc. and real estate-backedd securities; e same shall apply hereinafter) acquiredd by Investment Corporation during period of concerned Accounting Period I ( amount stated s on contract on acquisition of concerned real estate related investment target assets, excluding acquisition-related expenses and consumption tax and local consumption tax; same shalll apply hereinafter), minus e book value on balance sheet for settlement s of accounts immediately preceding concerned Accounting Period I of real estate related investment target assets disposed by Investment Corporation during period of concerned Accounting Period I (provided, however, that in case of real estate related investment target assets not postedd on balancee sheet for concerned settlement of accounts, n it shall be acquisition price reof). Total value of opinion of assets under management for each Accounting Period II shall mean amount of total value of opinion of assets under management for immediately preceding Accounting Period I, plus appraisal value at time of acquisition or value estimated in accordance with 2. of Appendix 2 of Articles of Incorporation based onn this (if re iss no such value, n acquisition price) of real estate related investment targett assets acquired by Investment Corporation Proposed Amendments during period of concerned Accounting Periodd I, minus estimated value at end of period for settlement of preceding concerned Accounting Period I off real estate related investment target assets disposed by Investment Corporation duringg period concerned Accounting Period I. accounts immediately of 2. Management Fee II (based on property-related operating revenue) For each business period, amount arrived att when amount of a minus b provided below is multiplied by a rate separately agreed between Investment Corporation and Asset Manager of no moree than 5.0% (rounded down to nearest yen) shall be Management Fee III for concerned business period, whichh shall be paid within three months of settlement of accounts for concerned business period. a = b = Amount of real estate rent revenue plus or real estate rent revenue (provided, however, thatt se shall be limited to revenue pertaining p to 1 Real estate, 2 Real estate lease rights, 3 Superficies rights and 4 Trust beneficiary interests entrusting real estate, real estate leasee rights or superficies rights (including blanket agreements entrusting toger with monies incidentall to real estate)) on statement of income (limited to that approved pursuant to Investment Trusts Act; statement of income ) for concerned business b period Amount of expenses related too rent business on statement of income minus depreciation for concerned business period 2. Management Fee II (based on property-related operating o revenue) For each business period, amount arrived at when amount of a minus m b providedd below is multiplied by a rate separately agreed between Investment Corporation and Asset Manager of no more than 6.5% (rounded down d to nearest yen) shall be Management Feee II for concerned business period, which shall be paid within three months of settlement of accounts for e concerned business period. a = Amount of real estate rent revenue plus or o real estate rent revenue (provided, however, that se shall be limited to revenue e pertaining to 1 Real estate, 2 Real R estate lease rights, 3 Superficies rights and 4 Trust beneficiary interests entrusting e real estate, real estate lease rights or superficies rights (including blanket agreements entrusting e toger with monies incidental to real estate)) on statement of income (limited to that approved a pursuant to Investment Trusts Act; statement of income ) for concernedd business period b = Amount of expenses relatedd to rent business on statement off income minus depreciationn for concerned business period 3. ~ 4. [Omitted] 3. ~ 4. [No amendment] [Omitted] [No amendment] 8

10 Proposal 2: Appointment of One Executive Directorr As term of office of incumbent Executivee Director Hiroshi Takeuchi will end upon conclusion of upcoming Generall Meeting of Unitholders, it is proposed to newly appoint one Executive Director. By application of Article 99, Paragraph 2 of Investment Trusts Act and proviso to first sentencee of Article 19, Paragraph 2 of Articles off Incorporation of Investment Corporation, term of office of e Executivee Director based on thiss proposal shall begin upon appointment on July 31, 2018 and end upon conclusion off General Meeting of Unitholders with appointment of Executive Director as a proposed agenda that is to be held within 30 days of day following day on whichh 2 years have elapsed from appointment. Please note that this proposal concerning appointment of Executive E Director is one that has been submitted based on unanimous consent of Supervisory Directors at meeting of Board of Directors held on June 18, The candidate for Executive Directorr is as follows: Name (Date of birth) Shunichi Suzuki (Feb. 14, 1957) Number of investment units of Investment Corporation held None Career summary and statuss of significant concurrent positions Apr Joined Daiwa Securities Co. Ltd. (currently, Daiwa Securities Group Inc.) Apr Head of Investment Advisory & Trading Department Feb Head of Accounting & Finance Departmentt Apr Head of Corporate Planningg Department May 2004 Executive Officer (Planningg Officer and Head of Secretariat) of Daiwa Securities SMBC Co. Ltd. (currently, Daiwaa Securities Co. Ltd.) Apr Executive Officer (Fixed Income Officer) Apr President of Daiwa Securities Loan Co., Ltd. June President of Daiwa Sanko Co., Ltd. (currently, Daiwa Office Services Co., Ltd.) Apr Advisor * The abovementioned candidate for Executivee Director has no special vestedd interest in e Investment Corporation. 9

11 Proposal 3: Appointment of One Substitute Executive Director In preparation for any vacancy in position of Executive Director of Investment Corporation or any shortfall in number of Executive Directorsrs of Investment Corporation legally required, it is proposed to appoint onee substitute Executive Director in advance. Pursuant to provisions of third sentencee of Article 19, 1 Paragraph 2 of Articles of Incorporationn of Investment Corporation, provisions of Article 99, Paragraph 2 of Investment Trusts Act and proviso to first sentence of Article 19, Paragraph 2 of Articles of Incorporation of Investment Corporation shall also apply to term of office in event that substitute Executive Directorr appointed based on this proposal becomes Executive Director. Pursuant to provisions of Articlee 19, Paragraph 3 of Articles of Incorporation of Investment Corporation, period that resolution concerning appointment of substitute Executive Director based on this proposal remains effectivee shall be until end of term of office of Executive Director under Proposal 2. Please note that this proposal concerning appointment of substitute Executive Director is one that has been submitted based on unanimous consent of o Supervisory Directors at meeting of Board of Directors held on June 18, The candidate for substitute Executive Director is as follows: Name (Date of birth) Career summary and status of significant concurrent positions Apr Joined Cititrust & Banking Corporation C May 2004 Joined K.K. davinci Advisors Feb Transferred to K.K. davinci Select (currently, Daiwa Real Estate Asset Management Co. Ltd.) Mar Head of IR & Business Planning Department Mar President and Representative Director Nov Executive Director of DA Office Investmentt Corporation May 2010 Vice President and Representative Director of Daiwa Real Estate Asset Management Co. Ltd. Aug Resigned from Executive Director of Daiwa Office Investment Corporation Yoshiki Nishigaki Feb Vice President and Representative Director (Head of o Advisory (Jan. 28, 1969) Department) of Daiwa Real Estate Asset Management Co. Ltd. Apr Vice President and Representative Director (Head of Private Fund Management Department) Oct Vice President and Representative Director (Head off Customer Relations Department andd Head of Private Fund Management Department) Apr Vice President and Representative Director (Head of Private Fund Management Department) Apr Vice President and Representative Director, Head of Private Fund Division and Head of Private Fund Management Department (current position) Number of investment units of Investment Corporation held None * The abovementioned candidate for substitutee Executive Director is Vice President and Representative Director of Investment Corporation s asset managementt company Daiwa Real Estate Asset Management Co. Ltd. The candidate for substitute Executive Director is currently appointed substitute Executive Director of Investment Corporation, but orwise has no special vested v interest in Investment Corporation. There may be cases where appointment of abovementioned candidate for substitute Executive Director is revoked by resolution of Boardd of Directors of Investment Corporation prior to assumption of office. 10

12 Proposal 4: Appointment of Two Supervisory Directors As term of office of incumbent Supervisory Directorss Tomohiko Shimizu and Chizuko Nakata will end upon conclusionn of upcoming General Meeting of Unitholders, it is proposed to appoint two Supervisoryy Directors. By application of Article 99, Paragraph 2 of Investment Trusts Act that applies mutatis mutandis pursuant to Article 101, Paragraph 2 of Investment Trusts Act and proviso to first sentence of Article 19, Paragraph 2 of Articles of o Incorporation of Investment Corporation, term of office of e Supervisory Directors appointed a based on this proposal shall begin upon appointment on July 31, 2018 and end upon conclusion of General Meeting of Unitholders with appointment of Supervisory Directors as a proposed agenda that is to be held within 30 days of day following day on which 2 years have elapsed from appointment. The candidates for Supervisory Directors are as follows: Candidate number Name (Date of birth) Career summary, position at Investment Corporation, and status of significant concurrent positions Apr Registered as an attorney (Daiichi Tokyo Bar Association), Seiwa Kyodo Laww Office Aug Winthrop Stimson, Putnam & Roberts Sept Studied at Northwestern University School of Law Feb Representative of o Shimizu Kokusai Law Office (current position) June 2006 Outside Corporate Auditor of Sanoh Industrial Co., Ltd. (current position) Jan Head of Legal Compliance Office at Center for Tomohiko Shimizu Personnel Interchanges between Government and 1 (Jan. 13, 1961) Private Entities off Cabinet Office June 2011 Outside Auditor of o Ishikawajima Construction Materials Co., Ltd. Aug Supervisory Director of Nippon Healthcare Investment Corporation (current position) Oct Outside Director of o Mediaseek Inc. (current position) Apr Partner of Kimura, Sasho & Okuno Law & Patent Offices (current position) Oct Outside Corporate Auditor of Delivery Consulting Inc. (current position) Number of investment units of Investment Corporation held None Candidate number 2 Name (Date of birth) Chizuko Nakata (Sept. 29, 1956) Number of investment units of Investment Corporation held Nov Mar July 1996 Aug Dec None Career summary, position at Investment Corporation, and status of significant concurrent positions Coopers & Lybrand Representative off Nakata CPA Firm (current position) Representative Director D of Nakata Business Consulting LLC (presently, Nakata Business Consultingg Co., Ltd.) (current position) Supervisory Director of Nippon Healthcare Investment Corporation (current position) Auditor of Nihon Nohyaku N Co., Ltd. (current position) * * * Both of abovementioned candidates c for Supervisory Directors currently supervise overall executionn of duties by Executive Director of Investment Corporation as Supervisory Directors of Investment Corporation. The abovementioned Supervisory Director candidate Chizuko Nakata is Representative R Director of Nakata Business Consulting Co., Ltd. and Representative of Nakata CPA Firm. Both of abovementioned candidates for Supervisory Directors have noo special vested interest in Investment Corporation. 11

13 Reference Information If any of proposals submitted too upcoming General Meeting of Unitholders are in conflict with each or, provisions concerning deemed approval provided for in Article 93, Paragraph 1 of Act on Investment Trusts and Investment Corporations and in Article 15, Paragraph 1 and Paragraph 2 of Articles of Incorporation of Investment Corporation shall not apply to any of such proposals. Proposals 1 through 4 above include no conflicting proposals.. - End - 12