United Urban Investment : Articles of Incorporation

[For Translation Purposes Only]

Articles of Incorporation

United Urban Investment Corporation

Articles of Incorporation

Chapter 1. General Provisions

Article 1 (Trade Name)

The trade name of the Investment Corporation is named as United Urban Toshi hojin, and is indicated as United Urban Investment Corporation in English.

Article 2 (Purpose)

The purpose of the Investment Corporation is to manage its assets pursuant to the Act on Investment Trusts and Investment Corporations of Japan ("Investment Trust Act"), principally through investments in specified assets (with the meaning defined in the Investment Trust Act, the same shall apply hereinafter).

Article 3 (Location of Head Office)

The head office of the Investment Corporation is located at Minato-ku, Tokyo.

Article 4 (Method of Public Announcement)

The public announcement of the Investment Corporation is published in the Nihon Keizai Shimbun.

Chapter 2. Investment Unit

Article 5 (Total Number of Investment Units Authorized)

1. The total number of investment units authorized of the Investment Corporation is ten million (10,000,000) units.
2. The ratio of total issue price of the investment units, issued by the Investment Corporation, subscribed in Japan will be at least fifty (50) percent.
3. The Investment Corporation may offer underwriters for investment units to be issued within the limit of the total number of investment units authorized provided in Paragraph 1, with the approval of the board of directors. The amount to be paid in exchange for one unit of the investment units for offering (meaning the investment units allotted to persons who underwrite for such investment units in response to such offering) shall be an amount determined by the Executive Officer as the faire amount in light of the contents of the assets owned by the Investment Corporation and approved by the board of directors.
4. United Urban may acquire its investment units for value by agreement with the unitholders.

Article 6 (Refund of Investment Units)

The Investment Corporation shall not refund any investment units by claim from the investors.

Article 7 (Rules and Regulations for Handling Investment Units)

Registration or recording in the register of unitholders of the Investment Corporation and other procedures relating to investment units will be in accordance with the laws and regulations, the Articles of Incorporation, or the rules and regulations decided by the board of directors.

Article 8 (Minimum Amount of Net Assets Always Held by the Investment Corporation)

The minimum amount of net assets held by the Investment Corporation on regular basis shall be fifty million (50,000,000) yen.

Chapter 3. General Meeting of Unitholders

Article 9 (Location and Frequency of the General Meeting of Unitholders)

The general meeting of unitholders of the Investment Corporation shall be held once in every two (2) years in principal at the designated place in Tokyo.

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Article 10 (Convocation of General Meeting of Unitholders)

1. If there is only one (1) executive officer, the general meeting of shareholders is convened by such executive officer, and if there are more than two (2) or more executive officers, it is convened by one of such executive officers in accordance with the order previously determined by the board of directors, unless otherwise provided for in the laws and regulations.
2. The Investment Corporation shall convene a general meeting of unitholders without delay on or after August 10, 2017, and subsequently convene a general meeting of unitholders without delay on or after August 10 of every other year. In addition, the general meetings of unitholders shall be held when it is necessary.

Article 11 (Announcement, Convocation Notice, and Electronic Delivery Measures, etc. of General Meeting of Unitholders)

1. In order to convene the general meeting of unitholders, the Investment Corporation will announce the date of general meeting two (2) months prior to such date and make notice to each unitholder two (2) weeks prior to such date. However, the public notice of the date of the meeting shall not be required with respect to a general meeting of unitholders to be held within twenty-five (25) months from the date of the immediately preceding the general meeting of unitholders held pursuant to the first sentence of Paragraph 2 of the previous article.
2. Upon convening a general meeting of unitholders, the Investment Corporation shall take electronic delivery measures to provide information contained in reference documents for general meeting of unitholders, etc.
3. Of the items prescribed in the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations ("Investment Trust Act Enforcement Ordinance") to be so delivered electronically, the Investment Corporation may omit all or any of these items from documents to be delivered to unitholders that have requested the delivery of hard copies on or before the record date for entitlement to voting rights.

Article 12 (Chairperson of General Meeting of Unitholders)

If there is only one (1) executive officer, such executive officer will be the chairperson of the general meeting of unitholders, and if there are more than two (2) executive officers, one of such executive officers will be the chairperson in accordance with the order previously determined by the board of directors. If all of executive officers are vacant or in accident, one of the supervisory officers will be the chairperson in accordance with the order previously determined by the board of directors.

Article 13 (Resolution of General Meeting of Unitholders)

1. Unless otherwise provided by the laws and regulations or this Articles of Incorporation, resolutions of a general meeting of unitholders shall be adopted with a majority of voting rights of the unitholders in attendance.
2. Exercise of voting rights in wiring shall be exercised by stating the necessary items for the exercise of voting rights in a voting card and submitting the completed voting card to the Investment Corporation by the time specified by laws or regulations. The number of voting rights exercised in writing shall be included in the number of voting rights of the unitholders in attendance.
3. Exercise of voting rights by electromagnetic format shall be exercised by submitting the necessary items for the exercise of voting rights by electromagnetic format to the Investment Corporation by the time specified by laws or regulations, pursuant to laws and regulations and with the consent of the Investment Corporation. The number of voting rights exercised by electromagnetic format shall be included in the number of voting rights of unitholders in attendance.

Article 14 (Exercise of Voting Right by Proxy)

The unitholder may exercise its voting right by proxy. However, either the unitholder or the substitute is required to submit the written proof of their right of proxy to the Investment Corporation at each general meeting of unitholders, and the substitute shall be a unitholder of the Investment Corporation who can exercise its voting right.

Article 15 (Deemed Approval)

1. If a unitholder does not attend the general meeting of unitholders and does not execute the voting right,

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it is considered that such unitholder approves the proposal made to the general meeting of unitholders (if more than one proposal are made to the general meeting of unitholders and there are proposals opposite to each other, all of such proposals will be exempted.)

1. Notwithstanding the provision of the precedent paragraph, the provision on Deemed Approval in the precedent paragraph shall not be applied to the resolution of proposals concerning each of the following items:
2. 1. Dismissal of Executive Officer, Supervisory Officer, or Accounting Auditor;
   2. Amendment to the Articles of Incorporation (limited to establishment, revision or abolition of provisions related to Deemed Approval);
   3. Dissolution;
   4. Approval for cancellation of the asset management entrustment agreement by the Asset Management Company; and
   5. Cancellation of the asset management entrustment agreement by the Investment Corporation
3. The number of voting rights which are considered to approve the proposal according to Paragraph 1 shall be included in the number of voting rights of unitholders attending the general meeting of unitholders.

Article 16 (Record Date)

1. In case where the Investment Corporation convene general meetings of unitholders pursuant to the provision of the first sentence of Article10, Paragraph 2, the Investment Corporation shall determine the unitholders listed or recorded on the final registry of unitholders as of the last day of May 2017 and the last day of May of every two (2) years thereafter as the unitholders who are allowed to exercise their voting rights at the relevant general meeting of unitholders.
2. The Investment Corporation may, if necessary, determine the unitholders listed or recorded on the final registry of uniholders as of the record date which shall be determined by the board of directors and be announced publicly in advance subsequent to laws and regulations as the unitholders which are allowed to exercise their voting rights at the general meeting of unitholders.

Article 17 (Minutes of General Meeting of Unitholders)

The minutes of the general meetings of unitholders shall be prepared subsequent to laws and regulations.

Chapter 4. Executive Officer, Supervisory Officer and Board of Directors

Article 18 (Number of Executive Officer and Supervisory Officer and Composition of Board of Directors) The number of executive officer of the Investment Corporation will be more than one (1) and that of supervisory officer will be more than two (2) (however, the number of supervisory officer will be at least one (1) more than that of the executive officer), and the executive officers and supervisory officers will comprise the board of directors.

Article 19 (Election of Executive Officer and Supervisory Officer)

The executive officer and the supervisory officer shall be elected at the general meeting of unitholders.

Article 20 (Term of Executive Officer and Supervisory Officer)

1. The term of the executive officer and the supervisory officer will be two (2) years after inauguration; provided, however, that, the terms of officers may be extended or shortened by resolution of the general meeting of unitholders to the extent provided by laws and regulations, and that the term of the executive officer and the supervisory officer appointed to fill a vacancy or increase the number of officers shall be the same as the remaining term of their predecessors or current officers.
2. The effective period of a resolution concerning the appointment of a officer who is appointed to fill a vacancy shall be until the expiration of the term of office of such officer who is appointed to be replaced at the general meeting of unitholders at which such resolution is passed (if the officer is not appointed at such general meeting of unitholders, the last general meeting of unitholders at which the officer is appointed); provided, however, that such term may be shortened by resolution of the general meeting of unitholders.

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Article 21 (Convener of Board of Directors)

1. Unless otherwise provided for, if there is only one (1) executive officer, the subject executive officer will convene the board of directors' meeting and if there are more than two (2) executive officers, one of the executive officers will convene the same in accordance with the order previously determined by the board of directors.
2. The convocation notice of the board of directors' meeting will be issued three (3) days prior to the date of such meeting to each executive officers and supervisory officers. However, the notice period may be shortened or the convocation notice may be omitted with consent of all officers.

Article 22 (Method of Resolution of Board of Directors)

Resolution of the board of directors will be made by the approval of a majority of the attendants at the board of directors' meeting, attended by a majority of those who can participate in the relevant resolutions, unless otherwise provided for by the laws and regulations or this Article.

Article 23 (Minutes of Board of Directors' Meeting)

With regard to the proceedings related to the board of directors' meeting, the minutes of the proceedings shall be prepared subsequent to laws and regulations, and the executive and supervisory officers presented at the board of directors' meeting shall affix his or her name and seal, or digital signature.

Article 24 (Compensation for Executive and Supervisory Officers)

Compensation for each executive officer shall be the amount approved by the board of directors, within the limit of one million (1,000,000) yen per month, and the payment shall be made on the last business day of each month. And compensation for each supervisory officer will be the amount approved by the board of directors, within the limit of three hundred fifty thousand (350,000) yen per month, and the payment shall be made on the last business day of each month.

Article 25 (Exemption from Liability of Executive and Supervisory Officers)

In accordance with the provisions of the Investment Trust Act, the Investment Corporation may exempt liability of the executive officer or the supervisory officer to the extent provided by laws and regulations by a resolution of the board of directors, in the event that the officer has acted in good faith and without gross negligence in the conduct of duties and if exemption is considered particularly necessary in view of the details of the facts giving rise to the liability, the status of the performance of the officer's duties and any other factors.

Chapter 5. Asset Management

Article 26 (Basic Investment Policy)

In order to obtain stable earnings over the medium to long term, the Investment Corporation shall conduct asset management by investing primarily in real estate, leasehold right of real estate, surface right, and trust beneficial interests in which ownership of these assets is entrusted, of real estate assets (with the meaning defined in Article 105, Item 1 of the Investment Trust Act Enforcement Ordinance, the same shall apply hereinafter).

Article 27 (Investment Attitude)

1. In accordance with its asset management policy, the Investment Corporation shall invest in specified assets held by the Investment Corporation of which more than 75% are comprised of investments in the specified real estate defined below. Specified real estate means real estate, leasehold right or surface rights of real estate, or beneficial interests of trust in which ownership of real estate, leasehold right or surface rights of land are entrusted.
2. The Investment Corporation shall invest primarily in real estate (including real estate underlying real estate etc. other than real estate (meaning defined in Article 28, Paragraph 2, the same shall apply hereinafter), real estate-backed securities (defined in Article 28, Paragraph 3 and including rights that are represented by such securities if the securities representing the right are not issued, the same shall apply

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