NPR’s Corporate Governance

Organization of NPR

In accordance with the “Act on Investment Trusts and Investment Corporations (ITA)” of Japan, NPR is incorporated as a Japanese real estate investment trust, or a J-REIT, and governed by unit holders’ meetings and a Board of Directors who represent the interests of our unit holders. Pursuant to the ITA, J-REITs are not permitted to have any employees and are required to outsource all asset management operations. NPR has entered into an asset management agreement with Prologis REIT Management K.K. (PLDRM), the Asset Manager, a joint stock company incorporated under Japanese law.

General Meeting of Unit Holders

General meetings of unit holders are held in accordance with the ITA and our articles of incorporation. For unit holders residing outside Japan, we send the notice of general meetings to their standing proxy or mailing address in Japan. Except as otherwise provided by law or by our articles of incorporation, unit holders may adopt a resolution at a general meeting of unit holders by a majority of the voting rights of the unit holders present. At a general unit holder meeting, unit holders are entitled to exercise one voting right per investment unit. All of our issued and outstanding units have equal voting rights. We have not issued any investment units that are subject to restrictions on the exercise of voting rights.
NPR’s investment objectives and policies are set out in its articles of incorporation. Changes to them require a special resolution of a General Meeting of Unit Holders. A special resolution specified in Article 93-2, Paragraph 2 of the ITA, including an amendment to the articles of incorporation, requires unit holders holding a majority of the issued investment units to be present and approval by at least two-thirds of the voting rights of the unit holders present. NPR has entered into an asset management agreement with the Asset Manager and entrusts it with managing NPR’s assets. The Asset Manager may terminate the agreement only with NPR’s consent; in principle, the Executive Director must obtain approval at a General Meeting of Unit Holders before giving that consent. In principle, NPR also requires a resolution of a General Meeting of Unit Holders to terminate the agreement.

Proposals Approved at General Meeting of Unit Holders

Our articles of incorporation stipulate that our general meetings of unit holders shall be convened on or after August 1st every two years without delay. The articles of incorporation direct us to ensure that a general unit holder meeting is held no later than 25 months after the previous general meeting that was held in accordance with the relevant provisions of our articles of incorporation. At the 8th general meeting of unit holders held on August 27, 2026, the following proposals were submitted and approved.

Proposals Approved at the 8th General Meeting of Unit Holders
Proposal 1	Partial Amendment of NPR’s Articles of Incorporation	The proposal was approved as originally proposed.
Proposal 2	Election of One Executive Director	The proposal was approved as originally proposed and Mr. Satoshi Yamaguchi was elected as NPR’s Executive Director.
Proposal 3	Election of One Substitute Executive Director	The proposal was approved as originally proposed and Mr. Kenji Saeki was elected as NPR’s Substitute Executive Director.
Proposal 4	Election of Three Supervisory Directors	The proposal was approved as originally proposed and Mr. Yoichiro Hamaoka, Ms. Mami Tazaki and Mr. Kuninori Oku were elected as NPR’s Supervisory Directors.

Executive, Supervisory Directors and Board of Directors

Our articles of incorporation require that we have one or more Executive Directors and two or more Supervisory Directors.
Our articles of incorporation also require that we have at least one more Supervisory Director than the number of Executive Directors.
The Board of Directors is currently comprised of one Executive Director and three Supervisory Directors. All Directors are elected and appointed at general meetings of our unit holders. The Executive Director represents NPR and has responsibility for the administration of NPR’s various activities. The Supervisory Directors are entirely independent of the Asset Manager and its shareholder, the Prologis Group. The Supervisory Directors have a statutory duty to review the Executive Director’s administration of NPR’s activities. Our Executive Director and Supervisory Directors work together to ensure that we comply with legal, tax and other regulatory requirements, including those arising under the ITA and related to J-REIT regulatory provisions. Certain responsibilities of the Executive Director set out in the ITA, such as convening general meetings of unit holders and entering into or terminating the asset management agreement, require a resolution of the Board of Directors. The quorum for a resolution is a majority of the members of the Board of Directors, and the adoption of a resolution requires a majority of the votes present at the board meetings. If any Director has a conflict of interest with respect to a proposed resolution, the Director is not counted for purposes of achieving a quorum, and he or she is disqualified from voting.

Currently, our Executive Director is Mr. Satoshi Yamaguchi and our Supervisory Directors are Mr. Yoichiro Hamaoka, Ms. Mami Tazaki and Mr. Kuninori Oku. Our articles of incorporation, which is set forth by resolutions at general meetings of our unit holders, defines that the maximum amount of remuneration for the Executive Director is ¥1,000,000 per month and the maximum amount of remuneration for the Supervisory Directors is ¥500,000 per month per person. The Board of Directors determines the actual remuneration for each director by resolution.
All of compensation to be paid to the Directors is fixed remuneration and the amount is not linked with NPR's financial performances, including its profitability and investment unit price, etc.
All three Supervisory Directors have no specific business or economic interests with NPR, the Asset Manager or its shareholder, the Prologis Group, and independently supervise NPR’s operations. As NPR’s Board of Directors consists of one Executive Director and three Supervisory Directors, independent Supervisory Directors represent 75% of the Board. NPR has set a KPI to maintain this ratio at 75% or higher.
The following table summarizes key information pertaining to the Directors. Attendance figures are counted from each director’s appointment date (for directors appointed since September 2020).

Commitment to Board Diversity

When selecting candidates for the Board of Directors, NPR takes into consideration diversity in gender, international background, expertise, experience and abilities.

Board of Directors (As of May 31, 2026)

Title	Name	Reason for Election	Gender	Number of Units Owned	Attendance at Board of Directors’ Meetings	Remuneration for Most Recent 6 Month Period (Thousand yen)	Tenure
Executive Director	Satoshi Yamaguchi	Since Mr. Satoshi Yamaguchi has extensive knowledge of real estate transactions as a real estate appraiser and has long-term experiences of management of Nippon Prologis REIT, as the Chief Investment Officer of the Asset Manager, he was appointed as the Executive Director.	Male	41	50 times out of 50 (100%)	-	3 years 9 months
Supervisory Director	Yoichiro Hamaoka	Since Mr. Yoichiro Hamaoka has extensive knowledge of the fairness and transparency of real estate transactions as a real estate broker and has experiences of management and governance of several companies, he was appointed as the Supervisory Director.	Male	0	76 times out of 77 (98.7%)	2,400	13 years 6 months
Supervisory Director	Mami Tazaki	Since Ms. Mami Tazaki has extensive knowledge of the financial industry and extensive skills and experiences in auditing corporate accounts and risk management, she was appointed as the Supervisory Director.	Female	0	77 times out of 77 (100%)	2,400	7 years 8 months
Supervisory Director	Kuninori Oku	Since Mr. Kuninori Oku is well versed in various laws and regulations including real estate transactions and corporate risk management as a lawyer, he was appointed as the Supervisory Director.	Male	0	77 times out of 77 (100%)	2,400	5 years 9 months

Title	Name	Knowledge, Skills and Experience
		Executive Management	Real Estate Management	Real Estate Investment	Finance/ Accounting	Audit/Risk Management	Legal/ Compliance	ESG
Executive Director	Satoshi Yamaguchi	✓	✓	✓	✓			✓
Supervisory Director	Yoichiro Hamaoka	✓	✓	✓		✓
Supervisory Director	Mami Tazaki				✓	✓
Supervisory Director	Kuninori Oku					✓	✓

Please see the link below for the biographies of the directors.

VIEW BIOGRAPHIES OF NPR’S BOARD OF DIRECTORS

Evaluation of the Effectiveness of NPR's Board of Directors

NPR evaluates the Board of Directors by conducting a survey to be answered by each director once a year to maintain and improve the effectiveness of the Board. The results of the survey are compiled by PLDRM and reported to the Board of Directors. The Board reviews the results in detail, and if it identifies any items which require improvement, the Board will formulate and implement improvement plans.
In the fourth survey conducted in January 2026, all items were evaluated satisfactory and no improvement items were identified. As a result, the effectiveness of NPR’s Board of Directors was fully confirmed.

Independent Auditors

Under the ITA, we must appoint independent auditors, which must be either certified public accountants or a public accounting firm, who are appointed at a general meeting of our unit holders, except for the first independent auditors that were appointed at our inception. Since our inception, KPMG AZSA LLC (AZSA) has been acting as our independent auditor.

Engagement Terms of Independent Auditors

AZSA conducts their audit in accordance with auditing standards generally accepted in Japan. AZSA is independent of NPR in accordance with the ethical requirements that are relevant to their audit of the financial statements in Japan, and AZSA fulfills their other ethical responsibilities in accordance with these requirements. AZSA audits the financial statements of NPR for every fiscal period and has been providing opinions since our inception which certifies fair representation, in all material respects, of the financial statement in accordance with accounting principles generally accepted in Japan. Also, AZSA has been providing opinions that they believe that the audit evidences we provide to AZSA is sufficient and appropriate for AZSA to provide a basis for their opinion.

Compensation for Independent Auditors

Our articles of incorporation, which is set forth by resolution at a general meeting of our unit holders, stipulates that the maximum amount of compensation to our independent auditors, for their audit services, is ¥20,000,000 per fiscal period. The Board is responsible for determining an actual amount of the compensation for our independent auditors. The subject compensation must be paid within three months after the receipt of audit reports and invoices from the independent auditors.
The historical amount of compensation paid to the independent auditors for their audit services and other non-audit services in each fiscal period is as follows:

	Nov. 2023 FP	May 2024 FP	Nov. 2024 FP	May 2025 FP	Nov. 2025 FP	May 2026 FP
Compensation for Audit Services (Thousand yen)	16,500	16,000	16,000	16,000	16,000	16,300
Compensation for Non-Audit Services(Note) (Thousand yen)	15,300	-	2,750	-	-	-

• We have provided compensation to AZSA for non-auditing services, including comfort letter preparation related to issuance of new investment units or investment corporation bonds, and not for any other non-audit services.

Management by the Board of Directors and Supervision by the Supervisory Directors

As described above, NPR’s Board of Directors consists of one Executive Director and three Supervisory Directors. The three Supervisory Directors have no specific business or economic interests in NPR, the Asset Manager or its shareholder, the Prologis Group, and independent Supervisory Directors represent 75% of the Board. The Board of Directors must meet at least once every three months under the ITA and, in practice, generally meets approximately once a month. At board meetings, the Executive Director reports on the Asset Manager’s operations and other matters relating to NPR’s operations. Each of our Supervisory Directors receives these reports from the Executive Director and, as necessary, may request additional reports from the Asset Manager regarding its asset management operations. The Executive Director and the Supervisory Directors may request that officers or other personnel of the Asset Manager, the custodian and the general administrator attend board meetings and provide explanations regarding the Asset Manager’s operations.

Coordination among Internal Management, Supervision by Supervisory Directors and the Independent Auditor

At Board meetings, the Executive Director reports on the Asset Manager’s business operations and other matters relating to NPR. Supervisory Directors receive these reports and may request additional information on asset management from the Asset Manager’s officers and employees as necessary. For each fiscal period ending May 31 and November 30, the independent auditor audits NPR’s financial statements and holds an audit report meeting with the Supervisory Directors before the Board meeting at which the statements are submitted for approval. If the auditor discovers fraud or a material violation of law or NPR’s articles of incorporation by the Executive Director, it must report the matter to the Supervisory Directors.

SAME BOAT INVESTMENT BY THE PROLOGIS GROUP

Our sponsor, the Prologis Group, has continued to hold approximately 15% of NPR’s issued and outstanding investment units since NPR’s listing on the Tokyo Stock Exchange in February 2013. The Prologis Group has participated continuously in NPR’s equity financings and has consistently expressed its intention to hold its investment units over the long term. Through this ownership, we believe that the interests of the Prologis Group and our unit holders are aligned and the Prologis Group’s investment in us will contribute to improvement of unit holder value by strengthening the support we receive from the Prologis Group.

ORGANIZATIONAL AND GOVERNANCE STRUCTURE OF THE ASSET MANAGER

Prologis REIT Management K.K. (PLDRM) is acting as NPR’s Asset Manager based on the bilateral asset management agreement between NPR and PLDRM in accordance with the legal requirement under the ITA. The scope of PLDRM’s role is broad; examples are property acquisitions and disposition, operations/management of NPR’s portfolio, financing and investor relations, reporting to NPR’s board and other ancillary administrative work.
PLDRM is a wholly owned subsidiary of the Prologis Group and governed by its own board of directors and organizations described in the below chart. In addition, there are two committees which govern certain areas of PLDRM’s corporate actions in connection with its asset management functions. The Investment Committee deliberates and makes decisions on matters relating to NPR’s asset management, while the Compliance Committee deliberates on compliance matters concerning laws, regulations and internal rules applicable to PLDRM. The Board of Directors of PLDRM appoints at least one independent external member to each committee, and all external members must approve each committee resolution.
Our Compliance Officer is Mr. Ryuji Murakami and he is responsible for legal compliance, compliance planning and promoting our compliance activities. The Compliance Officer reviews PLDRM’s administration from the viewpoint of compliance, and if there are some compliance issues that could occur, he has the authority to give necessary opinions or instructions to the officers and other personnel of PLDRM.

Please see the link below for the biographies of the directors.

VIEW BIOGRAPHIES OF PLDRM’S BOARD OF DIRECTORS, COMPLIANCE OFFICER AND INDEPENDENT COMMITTEE MEMBERS

Attendance at PLDRM's Committees

The following table summarizes the attendance by the Compliance Officer and external committee members at the Investment Committee and the Compliance Committee:

Investment Committee

	CY 2020	CY 2021	CY 2022	CY 2023	CY 2024	CY 2025
Number of Meetings	13 times	12 times	14 times	13 times	13 times	12 times
Attendance of Compliance Officer	13 times out of 13 (100%)	12 times out of 12 (100%)	14 times out of 14 (100%)	13 times out of 13 (100%)	13 times out of 13 (100%)	12 times out of 12 (100%)
Attendance of Independent Committee Member	13 times out of 13 (100%)	12 times out of 12 (100%)	14 times out of 14 (100%)	13 times out of 13 (100%)	13 times out of 13 (100%)	12 times out of 12 (100%)

Compliance Committee

	CY 2020	CY 2021	CY 2022	CY 2023	CY 2024	CY 2025
Number of Meetings	8 times	6 times	8 times	7 times	7 times	7 times
Attendance of Compliance Officer	8 times out of 8 (100%)	6 times out of 6 (100%)	8 times out of 8 (100%)	7 times out of 7 (100%)	7 times out of 7 (100%)	7 times out of 7 (100%)
Attendance of Independent Committee Member	8 times out of 8 (100%)	6 times out of 6 (100%)	8 times out of 8 (100%)	7 times out of 7 (100%)	7 times out of 7 (100%)	7 times out of 7 (100%)