Fukuoka REIT : Notice Concerning Amendment of Articles of Incorporation and Appointment of Directors

Provisional translation only

April 16, 2024

Fukuoka REIT Corporation

1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City

Zenji Koike

Executive Director

(Securities Code: 8968)

Asset Management Company:

Fukuoka Realty Co., Ltd.

1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City

Zenji Koike

President and CEO

Inquiries:

Hiroyuki Ayabe

Executive Officer and General Manager

Finance Department

TEL: [phone]

Notice Concerning Amendment of Articles of Incorporation and Appointment of Directors

Fukuoka REIT Corporation (FRC) hereby provides 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 11th General Meeting of Unitholders to be held on May 22, 2024 as follows, which items shall become effective upon their resolution and approval at said General Meeting of Unitholders.

1． Major Contents and Rationales of Partial Amendments of Articles of Incorporation

1. In accordance with the enforcement of the amendment provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) and item (iii) of the Supplementary Provisions of the Act on Arrangement of Relevant Acts Incidental to the Enforcement of the Act Partially Amending the Companies Act (Act No. 71 of 2019; hereinafter referred to as the "Accommodation Act") (including amendment provisions of the Act on Investment Trusts and Investment Corporations, etc. relating thereto) on September 1, 2022, an amendment is deemed to have been made to the FRC's Articles of Incorporation stating that information contained in reference documents for general meetings of unitholders, etc. shall be provided electronically as of September 1, 2022, pursuant to Article 10, paragraph (9) of the Accommodation Act. For the purpose of clarification, corresponding provisions are to be newly established in the FRC's Articles of Incorporation (proposed changes (attached) related to Article 11) to set forth said amendment as well as to stipulate that all or part of the matters, for which electronic provision measures are to be taken as provided for in the applicable Cabinet Office Ordinance, may be excluded from being stated in the paper-based documents to be delivered to unitholders who have made a request for such documents.
2. In association with the adoption of the "Accounting Standard for Financial Instruments" (ASBJ Statement No. 10) (including related newly enacted or revised accounting standards and application guidelines, etc.), the necessary changes concerning the valuation method of assets are to be implemented (proposed changes (attached) related to Article 34).

2． Appointment of Directors

As the term of office of the executive director, Zenji Koike, the supervisory directors, Yasuo Kawasho and Takashi Tanabe, will expire as of May 28, 2024, we submit a proposal for the appointment (incl. reappointment) of executive director, Yukitaka Ohra, 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, Yoshihide Mishima.

(For more details regarding the appointment of directors, please refer to the "Notice Concerning the 11th General Meeting of Unitholders" attached.

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3． Schedule

April 16, 2024 The Board of Director's approval for resolutions to be submitted to the 11th General Meeting of Unitholders

May 01, 2024 Delivery of Convocation Notice for the 11th General Meeting of Unitholders (scheduled) May 22, 2024 Holding of the 11th General Meeting of Unitholders (scheduled)

Attachment "Notice Concerning the 11th General Meeting of Unitholders"

*FRC's website ishttps://www.fukuoka-reit.jp/en/index.htm

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(Securities Code: 8968)

(Date Sent) May 1, 2024

(Start Date of Electronic Provision Measures) April 26, 2024

To Our Unitholders

Notice Concerning the 11th General Meeting of Unitholders

You are cordially invited to attend the 11th 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 Tuesday, May 21, 2024.

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)

1. 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).
2. The unitholder votes deemed as having approved agenda items according to the preceding Paragraph will be added to the votes cast by attending unitholders.
3. The provisions of the preceding two paragraphs shall not apply where (i) within two weeks from the earlier of the date on which the Investment Corporation 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 the Investment Corporation (or both the Investment Corporation 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) the Investment Corporation states in the notice of convocation or announces on its

website its opposition to a proposal concerning one of the following items.

1. Appointment or dismissal of executive directors or supervisory directors
2. Signing or cancelling of asset management agreements with the asset management company
3. Dissolution
4. Merging of investment units
5. Waiver of responsibility of executive directors, supervisory directors, or accounting auditors
6. Approval of absorption-type or consolidation-type merger agreements

4. 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 11th General Meeting of Unitholders" on FRC's website on the Internet 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

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whether or not they have requested delivery of the documents be in paper format.

Investment Corporation'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

1. Date and Time : Wednesday, May 22, 2024 10:00am
2. Venue : Grand Hyatt Fukuoka 2F Savoy, 1-2-82 Sumiyoshi, Hakata Ward, Fukuoka City

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3. 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)on the Internet and the TSE website mentioned above. We ask for 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.

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Reference Documents for the General Meeting of Unitholders

Proposals and Reference Matters

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

1. 1. Reason for Amendment

2. In accordance with the enforcement of the amendment provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) and item (iii) of the Supplementary Provisions of the Act on Arrangement of Relevant Acts Incidental to the Enforcement of the Act Partially Amending the Companies Act (Act No. 71 of 2019; hereinafter referred to as the "Accommodation Act") (including amendment provisions of the Act on Investment Trusts and Investment Corporations, etc. relating thereto) on September 1, 2022, an amendment is deemed to have been made to the FRC's Articles of Incorporation stating that information contained in reference documents for general meetings of unitholders, etc. shall be provided electronically as of September 1, 2022, pursuant to Article 10, paragraph (9) of the Accommodation Act. For the purpose of clarification, corresponding provisions are to be newly established in the FRC's Articles of Incorporation (related to Article 11) to set forth said amendment as well as to stipulate that all or part of the matters, for which electronic provision measures are to be taken as provided for in the applicable Cabinet Office Ordinance, may be excluded from being stated in the paper-based documents to be delivered to unitholders who have made a request for such documents.
3. In association with the adoption of the "Accounting Standard for Financial Instruments" (ASBJ Statement No. 10) (including related newly enacted or revised accounting standards and application guidelines, etc.), the necessary changes concerning the valuation method of assets are to be implemented (related to Article 34).

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2. Details of Amendment

The details of the amendment are as follows.

	(The amended parts are underlined)
Current articles of incorporation	Proposed amendments
(Public announcement and notice of convocation	(Public announcement and notice of
of general meetings of unitholders)	convocation of general meetings of unitholders)
Article 11	Article 11
When convening a general meeting of	When convening a general meeting of
unitholders, a public announcement of the date	unitholders, a public announcement of the date
of such meeting shall be made at least two	of such meeting shall be made at least two
months prior to such date, followed by issuing a	months prior to such date, followed by issuing
notice to each unitholder, either in writing at	a notice to each unitholder, either in writing or
least two weeks before such date. However, no	via electronic or magnetic means in accordance
such public announcement shall be required for	with laws and regulations, at least two weeks
a general meeting of unitholders scheduled to	before such date. However, no such public
take place within 25 months from the date of the	announcement shall be required for a general
immediately preceding general meeting of	meeting of unitholders scheduled to take place
unitholders held in accordance with the	within 25 months from the date of the
provisions outlined in the first sentence of	immediately preceding general meeting of
Article 9.	unitholders held in accordance with the
	provisions outlined in the first sentence of
	Article 9.
(Newly established)	2. (Newly established)
	When convening a general meeting of
	unitholders, FRC shall implement electronic
	provision measures to provide information
	contained in the reference documents for the
	meeting and other related materials.
(Newly established)	3. (Newly established)
	FRC may choose to exclude all or part of the
	matters, for which electronic provision
	measures are to be taken as provided for in the
	applicable Cabinet Office Ordinance, from
	being stated in the paper-based documents to be
	delivered to unitholders who have made a
	request for such documents by the record date
	for voting rights.
(Method of asset valuation, standard, record	(Method of asset valuation, standard, record
date)	date)
Article 34	Article 34
(1) (Omitted)	(1) (No change)
(2) (Omitted)	(2) (No change)
(3) Real estate-backed securities stipulated in	(3) Real estate-backed securities stipulated in
Article 31, Paragraph 3	Article 31, Paragraph 3
If there is a market price for the real estate-	Valuation shall be made at market value.
backed securities, it shall be evaluated with	However, shares, etc. that do not have a
the value based on the market price. (This	market price (including investment and such
includes prices on financial instruments	that give rise to equity claims in the same
exchanges, prices publicly announced by the	manner as shares) shall be valued at the
securities dealers' association and others, and	acquisition price.
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transaction prices established on similar
transaction systems where purchases, sales,
and cash conversions occur at any time; the
same applies hereafter.) If there is no market
price, valuation may rely on the acquisition
price.	(4) Securities stipulated in Article 31,
(4) Securities stipulated in Article 31, Paragraph
4, Items 3 to 11 and Items 14 and 15	Paragraph 4, Items 3 to 11 and Items 14 and 15
If there is a market price for the securities, it	If the securities are classified as held-to-
shall be evaluated with the value based on the	maturity bonds, the valuation shall be made at
market price. Where no market price is	the acquisition cost. However, if such bond is
available, the securities shall be evaluated	acquired at either an amount higher or lower
with the acquisition cost.	than the bond value, and if the nature of the
	difference between the acquisition price and the
	bond value is recognized as an interest rate
	adjustment, its value shall be calculated based
	on the amortized cost method. If the securities
	are classified as available-for-sale securities,
	the valuation shall be made at the market value.
	However, shares, etc. that do not have a market
	price (including investment and such that give
	rise to equity claims in the same manner as
(5)-(7) (Omitted)	shares) shall be valued at the acquisition cost.
(5)-(7) (No change)
2.-3. (Omitted)	2.-3. (No change)

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Proposal No. 2 Election of One Executive Director

As the term of office of the executive director, Zenji Koike, will expire as of May 28, 2024, the election of one executive director, effective May 29, 2024, is requested. Pursuant to the provisions of Article 23 of the Articles of Incorporation, the term of office of the executive director to be elected based on this proposal shall be two years from May 29, 2024.

This proposal concerning the election of an executive director is submitted with the unanimous consent of the supervisory directors at the meeting of the Board of Directors held on April 16, 2024.

The executive director candidate is as follows:

Name		Career Summary
(Date of
birth)
	Apr. 1997	Joined The Industrial Bank of Japan, Limited (currently Mizuho Bank, Ltd.)
	Jan. 2004	Joined Fukuoka Realty Co., Ltd.
		Appointed as Head of Acquisition Office of Investment Department
	Apr. 2005	Appointed as Senior Manager of Investment Department
	Oct. 2007	Appointed as General Manager of Investment Department
	June 2013	Appointed as General Manager of Planning Department
	Feb. 2015	Seconded to Fukuoka Jisho Co., Ltd.
		Appointed as Deputy General Manager of Building Business Division
	June 2017	Appointed as Executive Officer
		Appointed as Vice President of Kitakyushu Murasakigawa Development Co., Ltd.
Yukitaka Ohara		(current position)
Mar. 2019	Appointed as Vice President of Walk Asset Management Co., Ltd.(current position)
(Nov. 20, 1973)
	June 2020	Appointed as Senior Executive Officer of Fukuoka Jisho Co., Ltd.
		(current position)
		Appointed as Vice President of Nishinippon Fudosan Kaihatsu Co., Ltd.
		(current position)
	Aug. 2020	Appointed as Vice President of FJ Asset Management Co., Ltd. (current position)
	June 2021	Appointed as Vice President Board of Directors of Fukuoka Realty Co., Ltd.
		(current position)
		Appointed as Corporate Auditor of Kyushu Leasing Service Co., Ltd. (current position)
	Feb. 2022 Appointed as Vice President of FJ Logi Co., Ltd. (current position)
	Mar. 2022 Appointed as Vice President of FJ Business Solutions Co., Ltd. (current position)
	June 2022 Appointed as Vice President of The Kyushu Card Co.,Ltd. (current position)

・Yukitaka Ohara, the candidate for executive director, also serves as the senior executive office of Fukuoka Jisho Co., Ltd., which is an interested party of Fukuoka Realty Co., Ltd., which concluded an asset management consignment agreement with FRC and as the vice president board of directors of Fukuoka Realty Co., Ltd. and serves as a position at the company listed as "(current position)" in the above table as of April 16, 2024.

・Special interest with FRC: Not applicable except for the holding of concurrent post

・Ownership status of FRC's Investment units: 36 units (as of February 29, 2024)

・FRC has concluded a directors' liability insurance agreement, as prescribed in Article 116-3, paragraph 1 of the Investment Trusts Act, with an insurance company. The insurance policy will cover all or part of the damages incurred by the executive director in the event that he is held liable for the execution of his duties as an executive director or receives a claim for damages in connection with his duties as an executive director. If the above candidate for executive director is approved, he will be included as insured under the policy. The insurance policy will be renewed with the same terms and conditions at the next renewal of the policy.

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Proposal No. 3 Election of Two Supervisory Directors

As the term of office of the supervisory directors, Yasuo Kawasho and Takashi Tanabe, will expire as of May 28, 2024, the election of two supervisory directors, effective May 29, 2024, is requested. Pursuant to the provisions of Article 23 of the Articles of Incorporation, the term of office of the supervisory directors to be elected based on this proposal shall be two years from May 29, 2024.

The supervisory director candidates are as follows:

No	Name		Career Summary
(Date of
	birth)
		Aug. 1973	Joined Co-ordination Division, Management and Co-ordination
			Department, Fukuoka Regional Taxation Bureau
		Jul. 2002	Appointed as Deputy Director, Co-ordination Division,
			Management and Co-ordination Department, Fukuoka Regional
			Taxation Bureau
		Jul. 2003	Appointed as Professor, Central Institute, National Tax College
		Appointed as Principal Deputy District Director, Kashii Tax
		Jul. 2005
		Office, Fukuoka Regional Taxation Bureau
		Jul. 2006	Appointed as Director, Planning Division, Management and
			Coordination Department, Fukuoka Regional Taxation Bureau
		Jul. 2008	Appointed as District Director, Yahata Tax Office, Fukuoka
	Masahiro Uchida		Regional Taxation Bureau
1	Jul. 2009	Appointed as Director, Revenue Management and Processing
	(Jan. 21, 1955)		Division, Collection Department, Fukuoka Regional Taxation
			Bureau
		Jul. 2011	Appointed as Director, Co-ordination Division, Management and
			Co-ordination Department, Fukuoka Regional Taxation Bureau
		Jul. 2012	Appointed as Deputy Assistant Regional Commissioner (First
			Taxation), Fukuoka Regional Taxation Bureau
		Jul. 2013	Appointed as District Director, Nagasaki Tax Office, Fukuoka
		Jul. 2014	Regional Taxation Bureau
		Appointed as Assistant Regional Commissioner (Second
		Jul. 2015	Taxation), Fukuoka Regional Taxation Bureau
		Retired from Fukuoka Regional Taxation Bureau
		Aug. 2015	Established Certified Tax Accountant Office (current position)
		Oct. 2000 Registered as a lawyer
		June 2004 Member of the Fukuoka Realty Co., Ltd. Compliance Committee
		Jan. 2010 Representative attorney at law at Tanabe Law Office (current
			position)
		Oct. 2013 Civil Conciliation Officer, Summary Court of Fukuoka (part-time
	Takashi Tanabe		public officer)
2	Apr. 2016	Representative Attorney, Fukuoka City Labor Consultation Center
(Apr. 15, 1961)		(current position)
		June 2016 New Nippon Pharmaceutical Co., Ltd. (current position)
		Sept. 2018 Appointed Director, Substitute member of the Audit and Supervisory
			Committee, Platz Co., Ltd. (current position)
		May 2020 Appointed as Supervisory Director, FRC (current Position)
		Dec. 2023 Appointed as Director Audit and Supervisory Committee Member of
			New Nippon Pharmaceutical CO., Ltd. (current position)

・Special interest with FRC: Not applicable

・Ownership status of FRC's Investment units: Not applicable

・FRC has concluded a directors' liability insurance agreement, as prescribed in Article 116-3, paragraph 1 of the Investment Trusts Act, with an insurance company. The insurance policy will cover all or part of the damages incurred by the supervisory director in the event that he is held liable for the execution of his duties as a supervisory director or receives a claim for damages in connection with his duties as a supervisory director. Takashi Tanabe is included as

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