Make The World
More Sustainable
[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, 2022
Issuer
Ichigo Office REIT Investment Corporation ("Ichigo Office," 8975) 1-1-1Uchisaiwaicho, Chiyoda-ku,Tokyo
Representative: Yoshihiro Takatsuka, Executive Director
www.ichigo-office.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Norio Nagamine, Head of Ichigo Office
Tel: +81-3-3502-4891
Proposed Amendments to Articles of Incorporation and
Nomination of Directors
Ichigo Office's Board of Directors decided today to submit the following amendments to its Articles of Incorporation (AOI) and Director candidates for approval at its Shareholder Meeting scheduled on July 30, 2022.
1. Proposed Amendments to the AOI
Pursuant to revisions made to ASBJ Standard No. 30 (Accounting Standard for Fair Value Measurement), ASBJ Standard No. 10 (Accounting Standard for Financial Instruments), and any related new or revised accounting standards and implementation guidelines pertaining to the asset valuation of securities and rights associated with derivative transactions, Ichigo Office is proposing to amend the relevant parts of its AOI (Article 34, Clause 1, Items 6 and 8) as follows.
(Amended areas underlined) | |
Current | After Amendment |
Article 34 Asset Valuation Method, Standards, and Reference Date
1. (omitted)
(1) - (5) (omitted)
-
Securities Prescribed in Article 31, Clause 4, Item 4
Securities for which a market price is available are valued based on such market price.If no market price is available, securities will be valued based on a reasonably calculated price.
Article 34 Asset Valuation Method, Standards, and Reference Date
1. (no change)
(1) - (5) (no change)
-
Securities Prescribed in Article 31, Clause 4, Item 4
Held-to-maturitybonds are valued based on acquisition price and other securities are valued based on market price.If no market price is available, securities will be valued based on acquisition price.
1
Current | After Amendment |
- (omitted)
- Rights Associated with Derivative Transactions Prescribed in Article 31, Clause 4, Item 7
-
Rights and obligations arising from transactions of derivatives listed on a financial instruments exchange
Derivative value is based on the price calculated using the final price on the financial instruments exchange (i.e., closing price. If there is no closing price, the indicative price, i.e., the lowest publicly available ask or highest publicly available bid, or the mid-price of the two prices if both are available). If there is no final price on the same day, derivative value is based on the price calculated using the most recent final price. - Rights and obligations arising from transactions of derivatives not traded on a financial instruments exchange
Derivative value is based on the price calculated using a reasonable method in line with market price. If it is difficult to calculate a fair value, the value will be based on the transaction price. - Notwithstanding (i) and (ii)above, hedge accounting is applied to derivatives that meet hedge accounting requirements under the accounting standards and other generally accepted corporate accounting practices for financial instruments, and special accounting treatment is applied to derivatives that meet special accounting treatment requirementsunder the accounting standards for financial instruments.
- (no change)
- Rights Associated with Derivative Transactions Prescribed in Article 31, Clause 4, Item 7
-
Rights and obligations arising from derivative transactions
The net derivative value will be valued at market price.
(deleted)
- Notwithstanding (i) above, hedge accounting is applied to derivatives that meet hedge accounting requirements under the accounting standards and other generally accepted corporate accounting practices for financial instruments, and special accounting treatment is applied to derivatives that meet special accounting treatment requirements for interest rate swapsunder the accounting standards and practical guidelinesfor financial instruments
(9) - (10) (omitted) | (9) - (10) (no change) |
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2. Nomination of Directors
Due to the expiration of the Directors' current terms of office as of the end of the Shareholder Meeting scheduled on July 30, 2022, Ichigo Office's Board of Directors is proposing the election of a new Executive Director, Takaaki Fukunaga, the re-election of Supervisory Director, Masahiro Terada, and the election of a new Supervisory Director, Noriko Ichiba.
To ensure the minimum number of Directors as required by law, Ichigo Office's Board of Directors is also proposing the election of a new Reserve Executive Director and a new Reserve Supervisory Director.
Candidate Profiles
Title | Name | Career Summary, Positions, Responsibilities, and | |
(Date of Birth) | Important Concurrent Positions | ||
October 1998 | KPMG Tokyo | ||
October 2004 | Representative, Fukunaga C.P.A. Office | ||
(current) | |||
October 2005 | Representative Director, Global Solutions | ||
Consulting Co., Ltd. (current) | |||
September 2010 | Supervisory Director, Ichigo Office | ||
(current) | |||
Executive | January 2011 | External Corporate Auditor, GreenOak | |
Investment Management K.K. (presently | |||
Director | Takaaki Fukunaga | ||
Bentall GreenOak K.K) (current) | |||
(Candidate) | (October 29, 1972) | ||
October 2014 | External Corporate Auditor, Ticket Guard | ||
(New) | |||
Small Amount & Short Term Insurance | |||
Co., Ltd. (presently AWP Ticket Guard | |||
Small Amount & Short Term Insurance | |||
Co., Ltd.) (current) | |||
December 2015 | Corporate Auditor, PP Japan Co., Ltd. | ||
(current) | |||
March 2017 | External Corporate Auditor, GMO | ||
Registry, Inc. (current) | |||
April 1996 | Qualified as Attorney at Law (Daini | ||
Tokyo Bar Association) | |||
May 1998 | In-house Counsel, Daiwa Securities Co., | ||
Ltd. (presently Daiwa Securities Group | |||
Inc.) | |||
May 2000 | In-house Counsel, Morgan Stanley Japan | ||
Supervisory | Limited (presently Morgan Stanley | ||
Masahiro Terada | MUFG Securities Co., Ltd.) | ||
Director | |||
(May 7, 1968) | August 2002 | Duke University School of Law | |
(Candidate) | |||
September 2003 | Visiting Attorney, Nixon Peabody LLP | ||
August 2004 | Joined City-Yuwa Partners | ||
January 2006 | Partner, City-Yuwa Partners (current) | ||
October 2011 | Supervisory Director, Ichigo Office | ||
(current) | |||
February 2022 | Independent Director, Shinsei Bank, | ||
Limited (current) |
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Title | Name | Career Summary, Positions, Responsibilities, and | |
(Date of Birth) | Important Concurrent Positions | ||
October 1992 | Tohmatsu & Co. (presently Deloitte | ||
Touche Tohmatsu LLC) | |||
July 1997 | Tadao Kato Accounting Office | ||
August 1998 | Taiyo Audit Corporation (presently Grant | ||
Supervisory | Thornton Taiyo LLC) | ||
May 2000 | Qualified as Certified Public Accountant | ||
Director | Noriko Ichiba | ||
November 2002 | Representative, Ichiba Certified Public | ||
(Candidate) | (May 15, 1971) | ||
Accountant Office (current) | |||
(New) | |||
August 2008 | Qualified as Certified Tax Accountant | ||
October 2008 | Representative, UPRISE Certified Tax | ||
Accountant's Co. (current) | |||
June 2021 | External Auditor, Daiho Corporation | ||
(current) | |||
October 2006 | Qualified as Attorney at Law (Tokyo Bar | ||
Association) | |||
Atsumi & Partners (presently Atsumi & | |||
Reserve | Sakai) | ||
January 2010 | Secondment, Mitsui & Co., Ltd. Legal | ||
Executive | Keisuke Chiba | ||
Department | |||
Director | (September 10, 1979) | ||
September 2014 | Joined Hokuto Law Office | ||
(Candidate) | |||
May 2016 | Partner, Hokuto Law Office (current) | ||
December 2019 | Director, Shodensya Holdings Co., Ltd. | ||
(presently SDS Holdings Co., Ltd.) | |||
Director, Shodensya Co., Ltd. | |||
December 2012 | Qualified as Attorney at Law (Tokyo Bar | ||
Reserve | Association) | ||
January 2013 | Midosuji Legal Profession Corporation | ||
Supervisory | Nagahisa Kita | ||
April 2015 | Partners Law Office | ||
Director | (April 15, 1984) | ||
January 2018 | Representative, AQ Law Office (current) | ||
(Candidate) | |||
January 2020 | Partner, Toranomon Daiichi Law Office | ||
(current) |
Note: None of the Director candidates are related parties of Ichigo Office or its asset management company nor do they own Ichigo Office shares.
3. Schedule | |
June 14, 2022 | Board of Directors resolution |
July 8, 2022 | Shareholder meeting materials publication (expected) |
July 30, 2022 | Shareholder meeting (expected) |
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Disclaimer
Ichigo Office REIT Investment Corporation published this content on 14 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2022 06:22:07 UTC.