Japan Metropolitan Fund Investment : Notice Concerning Amendment of Articles of Incorporation and Appointment of Directors

October 15, 2021

To all concerned parties:

Investment Corporation

Japan Metropolitan Fund Investment Corporation

(Tokyo Stock Exchange Company Code: 8953）

Representative: Shuichi Namba, Executive Director

URL: https://www.jmf-reit.com/english/

Asset Management Company

Mitsubishi Corp.-UBS Realty Inc.

Representative:	Katsuji Okamoto, President & CEO
Inquiries:	Keita Araki, Executive Director &
	Head of Metropolitan Business Division
	TEL: [phone]

Notice Concerning Amendment of Articles of Incorporation

and Appointment of Directors

Japan Metropolitan Fund Investment Corporation ("JMF") hereby announces that JMF's 14th General Meeting of Unitholders will be held on November 26, 2021 and JMF's Board of Directors Meeting that was held today resolved changing the Articles of Incorporation and appointing of Directors as described below.

The following will become effective with approval and passage at the 14th General Meeting of Unitholders.

1. Reason for amendments

(Unless otherwise specified, the clause numbers of the Articles of Incorporation indicated in this section refer to the numbers of the current Articles of Incorporation.)

1. The current Articles of Incorporation provides that, as a general rule, the Investment Corporation shall lease its managed assets by entering into a lease contract. However, in order to clarify the cases where the Investment Corporation may manage the Core Assets and other real estate owned by it by methods other than leasing with the objective of improving unitholder value, and to ensure greater flexibility in management, a proviso will be added to Article 14, Paragraph 3.
2. Article 48 of the current Articles of Incorporation provides that unitholders who do not attend a general meeting of unitholders and do not exercise voting rights pursuant to Article 93, Paragraph 1 of the Investment Trust Act are deemed to approve the proposals for resolution (excluding any proposals with purposes that conflict with each other in the case that multiple proposals are submitted) submitted to the general meeting of unitholders (the so-called "Deemed Approval System"). However, in order to more directly reflect the intentions of unitholders for the proposals which are likely to have a significant impact on the interests of unitholders and governance of the Investment Corporation, Article 48, Paragraph 3 will be newly established in order to amend that the Deemed Approval System will not to apply to certain proposals.

(Please refer to "Notice of Convocation of the 14th General Meeting of Unitholders" attached below regarding details of amendment to the Articles of Incorporation.)

2. Appointment of Directors

As the terms of Shuichi Namba, the Executive Director, Masahiko Nishida and Masaharu Usuki, Supervisory Directors, will expire at the conclusion of the 14th General Meeting of Unitholders, the proposal for resolution concerning the appointment of an executive director and two supervisory directors will be resolved at this meeting.

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Also, the proposal for resolution concerning the appointment of two alternate executive directors and one alternate supervisory director who will serve in the absence of executive director and supervisory director or when the number of directors as prescribed in the law is insufficient will be resolved.

(1) Candidate for Executive Director and Supervisory Directors

Executive Director	Masahiko Nishida (new-election)
Supervisory Director	Masaharu Usuki (re-election)
Supervisory Director	Osamu Ito (new-election)

(2) Candidate for Alternate Executive Directors and Alternate Supervisory Director

Alternate Executive Director	Keita Araki (re-election)(Note 1, 3)
Alternate Executive Director	Takuya Machida (re-election)(Note 2, 3)
Alternate Supervisory Director	Shuhei Murayama (re-election)

(Note1) Keita Araki, the abovementioned candidate for the position of Alternate Executive Director is currently Executive Officer and Head of Metropolitan Business Division of Mitsubishi Corp.-UBS Realty Inc., which is the Asset Management Company entrusted by the Investment Corporation.

(Note 2) Takuya Machida, the abovementioned candidate for the position of Alternate Executive Director is currently Head of Strategic Planning Office, Metropolitan Business Division of Mitsubishi Corp.-UBS Realty Inc., which is the Asset Management Company entrusted by the Investment Corporation.

(Note 3) In case where this proposal was approved, Keita Araki will be given the first priority, and Takuya Machida will be given the second priority.

(Please refer to "Notice of Convocation of the 14th General Meeting of Unitholders" attached below regarding details of appointment of directors.)

3. Schedule of General Meeting of Unitholders

October 15, 2021	Resolution at the board of directors meeting on the proposals to be resolved at
	the 14th General Meeting of Unitholders
November 2, 2021	Sending out Notice of Convocation of the 14th General Meeting of Unitholders
	(scheduled)
November 26, 2021	14th General Meeting of Unitholders (scheduled)

[Attachment] Notice of Convocation of the 14th General Meeting of Unitholders

This English language release is for informational purposes only, and the Japanese language release should be referred to as the original.

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November 2, 2021

To our unitholders

7-3 Marunouchi 2-chome,Chiyoda-ku, Tokyo

Tokyo Building

Japan Retail Fund Investment Corporation

Executive Director

Shuichi Namba

Notice of Convocation of the 14th General Meeting of Unitholders

We hereby give notice of the 14th General Meeting of Unitholders of the Japan Metropolitan Fund Investment Corporation (the "Investment Corporation"), which will be held as follows.

With the objective of preventing the spread of the novel coronavirus, we kindly ask all unitholders to exercise their voting rights in writing to the extent possible and to refrain from attending the general meeting of unitholders in person, regardless of your health conditions. Unitholders who exercise their voting rights in writing should refer to the "Explanatory Memorandum on the General Meeting of Unitholders" at the end of this notice, fill out the enclosed voting rights exercise form and return the same so that we can receive it by 5:30 p.m., Thursday, November 25, 2021.

In accordance with the provisions of Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (the "Investment Trust Act"), the Investment Corporation has set forth provisions regarding "Deemed Approval" in Article 48 of its current Articles of Incorporation. Accordingly,

unitholders who do not attend the meeting and do not exercise voting rights by means of the voting rights exercise form shall be included in the number of voting rights of unitholders present, and shall be deemed to approve the proposals for resolution submitted to the general meeting of unitholders. We ask that you pay due consideration to this point.

Excerpt from the Investment Corporation's Current Articles of Incorporation Article 48 Deemed Approval

1. Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights are deemed to approve the proposals for resolution (excluding any proposals with purposes that conflict with each other in the case that multiple proposals are submitted) submitted to the general meeting of unitholders.
2. The number of voting rights of unitholders deemed to approve the propsals for resolution pursuant to the provisions of Article 48.1 are included in the number of voting rights of

unitholders present.

Disclaimer: This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document for all purposes.

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Details 1．Time and Date: 10 a.m. Friday, November 26, 2021

(Reception scheduled to open at 9:30 a.m.)

2．Place: 2-1, Marunouchi 3-chome,Chiyoda-ku, Tokyo "Sakura", 7th Floor of Tokyo Kaikan

* The meeting place is different from the last general meeting.

3．Objectives of the General Meeting of Unitholders:

Matters for Resolution

Resolution Proposal 1 - Partial amendments to the Articles of Incorporation

Resolution Proposal 2 - Appointment of one (1) executive director

Resolution Proposal 3 - Appointment of two (2) supervisory directors

Resolution Proposal 4 - Appointment of two (2) alternate executive directors

Resolution Proposal 5 - Appointment of one (1) alternate supervisory director

When you attend the general meeting of unitholders, please hand in the enclosed voting rights exercise form to the reception desk at the meeting venue.

When a proxy attends the meeting, since it is possible for one (1) other unitholder who holds voting rights to attend the general meeting of unitholders as a proxy, the proxy shall hand in the proxy form together with the voting rights exercise form to the reception desk at the meeting venue.

Please be advised in advance that a proxy who is not a unitholder, accompanying person or anyone other than the unitholders who may exercise voting rights may not enter the meeting venue.

Considering the infection status, etc. of the novel coronavirus within Japan, we will take measures to prevent the spread of infection at the general meeting of unitholders. For further information, please see the "Measures to Prevent the Spread of the Novel Coronavirus" below.

Depending on the situation in the future, we may take measures including postponement of the general meeting of unitholders or change of the meeting venue. In such cases, the relevant details will be posted on our website (https://www.jmf-reit.com/).

Please be advised that if we need to revise any matters in the Explanatory Memorandum on the General Meeting of Unitholders during the period up until the day prior to the general meeting of unitholders, we will post any such revisions on our website (https://www.jmf-reit.com/).

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Considering the infection status of the novel coronavirus within Japan, please be advised that we have decided not to hold a "briefing session on the status of the managed assets," which was held following the conclusion of the general meeting of unitholders in the past, for the purpose of shortening the time spent by the unitholders at the meeting to ensure the security of unitholders.

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