This English translation is provided for information purposes only. If any discrepancy is identified between
this translation and the Japanese original, the Japanese original shall prevail.
October 25, 2019
REIT Issuer:
Japan Hotel REIT Investment Corporation (TSE code: 8985)
Kaname Masuda, Executive Director
Asset Management Company:
Japan Hotel REIT Advisors Co., Ltd.
Hisashi Furukawa, President & CEO
Contact:
Makoto Hanamura
Executive Director
Head of Planning Group, Operations Division
TEL: +81-3-6422-0530
Notice Concerning Amendments to Articles of Incorporation and Election of Directors
This is to inform you that Japan Hotel REIT Investment Corporation (hereinafter called “JHR”) resolved at today’s
meeting of the Board of Directors to propose partial amendments to the Articles of Incorporation and an election of
Directors as below at the 9th General Meeting of Unitholders of JHR (hereinafter called “this General Meeting ofUnitholders”) to be held on November 22, 2019. The following matters will be effective upon approval at this General
Meeting of Unitholders.
1.

Partial Amendments of the Articles of Incorporation

The key aspects and reasons for the amendments are as follows:(1) Proposed amendments relating to Article 29, Paragraph 1
In view of the expansion of opportunities to invest in securities and monetary claims, etc., a necessary
amendment will be made to enable investments to be made on an opportune basis.
(2) Proposed amendments relating to Article 36, Paragraph 1
A necessary amendment will be made to add certain assets other than real estate-related assets to the calculationof the acquisition fee and the transfer fee.
(3) Others
Other than the decree number, changes from Japanese calendar notation to Western notation will be made.
2.

Election of Directors

Reasons for the proposal are as follows:
The term of office of the Executive Director Kaname Masuda and Supervisory Directors Tetsuya Mishiku and Hiroto
Kashii will terminate as of the end of this General Meeting of Unitholders. For the purpose of electing one Executive
Director and constructing a better supervisory system of JHR, agendas are submitted for increasing the number of theSupervisory Directors by one and electing three Supervisory Directors.
In accordance with the provision of the proviso to the first sentence of Article 17, Paragraph 2 of the current Articles
of Incorporation of JHR, the terms of office of the Executive Director and Supervisory Directors commence uponelection and continue until the end of the general meeting of unitholders, which will be convened pursuant to the first
sentence of Article 9, Paragraph 2 of the current Articles of Incorporation of JHR.
Also, in preparation for the case of vacancy in the position of Executive Director or in case the number of Executive
Director does not meet the requirement stipulated by laws and regulations, JHR proposes to elect one substituteExecutive Director
1(1)Candidate for Executive Director
Kaname Masuda(Incumbent)(2)

Candidates for Supervisory Directors
Tetsuya Mishiku(Incumbent)
Hiroto Kashii(Incumbent)
Mayumi Umezawa
(New)

(3)

Candidate for Substitute Executive Director(Note)
Hisashi Furukawa

Note: Hisashi Furukawa is currently Representative Director and President of Japan Hotel REIT Advisors Co., Ltd.,
which has concluded an asset management services agreement with JHR.
(Please see “Convocation Notice of the 9th General Meeting of Unitholders” attached hereto for more details on theelection of Directors.)
3.

Schedule for this General Meeting of Unitholders, etc.
October 25, 2019
November 7, 2019
November 22, 2019

Board approval for agendas for this General Meeting of Unitholders
Dispatch of Convocation Notice of the General Meeting of Unitholders (scheduled)
General Meeting of Unitholders (scheduled)* Website of Japan Hotel REIT Investment Corporation: http://www.jhrth.co.jp/en/[Attachment] Convocation Notice of the 9th General Meeting of Unitholders2This English translation is provided for information purposes only. If any discrepancy is identified
between this translation and the Japanese original, the Japanese original shall prevail.
(Security code: 8985)
November 7, 2019Japan Hotel REIT Investment Corporation
Ebisu Neonato, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Kaname Masuda
Dear Unitholders,Convocation Notice of the 9th General Meeting of Unitholders
This is to inform you that you are cordially invited to attend the 9th General Meeting of Unitholders of Japan
Hotel REIT Investment Corporation (hereinafter called “JHR”) which will be held as described below.
Please note that you may exercise your voting rights in writing if you are unable to attend in person.
In such a case, please review the following Reference Materials for this General Meeting ofUnitholders, indicate your votes in favor or against each proposal on the enclosed voting rights
exercise form, and return it to us, ensuring that it reaches us by no later than 5:30 p.m. on Thursday,
November 21, 2019. If you submit the form without indicating your votes in favor or against any
proposals, it will be deemed that you have declared in favor for such proposals.
Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations, JHR has set out provisions concerning “Deemed Approval” in Article 14 of its current
Articles of Incorporation as described below. Accordingly, please be aware that if you are not present
at this General Meeting of Unitholders and do not exercise your voting rights in the voting rights
exercise form, your voting rights will be included in the number of voting rights represented byunitholders present at this General Meeting of Unitholders and will be deemed to have approved each
proposal.
<Extract from the Articles of Incorporation of JHR>
Article 14 (Deemed Approval)
If a unitholder is not present at a general meeting of unitholders and does not exercise his or her voting
rights, the unitholder will be deemed to have approved the proposals submitted to the general meetingof unitholders (excluding the proposals that conflict with each other in cases in which more than one
proposal has been submitted.)
2. The number of voting rights represented by the unitholders who are deemed to have approved the
proposals under the preceding Paragraph are included in the number of voting rights represented by theunitholders present.

11.

Date and Time:

2.

Venue:

November 22, 2019 (Friday) at 10:00 a.m. (Reception opens at 9:15
a.m.)
Room 3+4+5, BELLESALLE Tokyo Nihonbashi
5F, Tokyo Nihonbashi Tower, 2-7-1 Nihonbashi, Chuo-ku, Tokyo⚫

Please note that the venue is different from that for the previous meeting.

⚫

There is “BELLESALLE Yaesu” near the venue. Please make sure to come to“BELLESALLE Tokyo Nihonbashi”.

⚫

Please arrive at the venue early after the reception opening time as the reception area
will be busy around the starting time of the meeting.

⚫
3.

No parking spaces will be arranged. Please refrain from driving to the venue.

Purpose of this General Meeting of Unitholders:
Proposals to be Resolved
Proposal 1
Partial Amendments to the Articles of Incorporation
Proposal 2
Election of One (1) Executive Director
Proposal 3
Election of Three (3) Supervisory Directors
Proposal 4
Election of One (1) Substitute Executive DirectorEnd………………………………………………………………………………………………………………
(Requests)⚫ If you are attending this General Meeting of Unitholders in person, please submit the enclosed
voting rights exercise form at the reception of the venue.
⚫ If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting
rights to attend this General Meeting of Unitholders as your proxy. Such proxy shall submit yourvoting rights exercise form together with a document certifying the status of the proxy at the receptionof the venue.
⚫ For resource-saving purposes, please bring this Convocation Notice with you when attending this
General Meeting of Unitholders.
⚫ After this General Meeting of Unitholders, a briefing session of operating status will be held byJapan Hotel REIT Advisors Co., Ltd., JHR’s asset management company, at the same venue.
You are highly encouraged to attend both meetings.
Notice:⚫ Methods of announcing revisions to the Reference Materials for this General Meeting ofUnitholders, if any:
Please note that if any revisions need to be made to the matters included in the Reference Materials
for this General Meeting of Unitholders, they will be posted on JHR’s website.
(http://www.jhrth.co.jp/en/index.html)

2

Reference Materials for this General Meeting of Unitholders
Proposal and Reference Items
Proposal 1 Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) Proposed amendment relating to Article 29, Paragraph 1
In view of the expansion of opportunities to invest in securities and monetary claims, etc., a necessary
amendment will be made to enable investments to be made on an opportune basis.
(2) Proposed amendment relating to Article 36, Paragraph 1
A necessary amendment will be made to add certain assets other than real estate-related assets to thecalculation of the acquisition fee and transfer fee.
(3) Others
Other than the decree number, changes from Japanese calendar notation to Western notation will be
made.

3

2. Details of Revisions
We propose partial amendments to the current Articles of Incorporation as follows. (Parts to be revised areunderlined.)

Current Articles of Incorporation

Proposed Amendments

CHAPTER III UNITHOLDERS’ MEETING

CHAPTER III UNITHOLDERS’ MEETING(Convening and Convening of Meetings)
Article 9 In principle, a unitholders’ meetingshall be held at least once every two(2) years.
2.
A unitholders’ meeting of JHR shallbe convened without delay on andafter October 31, 2017, andthereafter convened on and after
October 31 every other year without
delay. In addition, JHR may, fromtime to time, convene a unitholders’meeting, if necessary.
3. (Omitted)
4. (Omitted)(Convening and Convening of Meetings)
Article 9 In principle, a unitholders’ meetingshall be held at least once every two(2) years.
2.
A unitholders’ meeting of JHR shallbe convened without delay on andafter October 31, 2017, andthereafter convened on and after
October 31 every other year without
delay. In addition, JHR may, fromtime to time, convene a unitholders’meeting, if necessary.
3. (Unchanged)
4. (Unchanged)(Record Date, etc.)(Record Date, etc.)
Article 15 If a unitholders’ meeting of JHR shall Article 15 If a unitholders’ meeting of JHR shallbe held on the last day of August
be held on the last day of August
2017, and thereafter, within 3
2017, and thereafter, within 3months from the last day of Augustmonths from the last day of August
every other year (hereinafter referred
every other year (hereinafter referred
to as "Record Date"), JHR shallto as "Record Date"), JHR shalldetermine the unitholders listed ordetermine the unitholders listed orrecorded in the latest unitholders'recorded in the latest unitholders'registry as of such Record Date as
registry as of such Record Date as
the unitholders entitled to exercise
the unitholders entitled to exercise
their rights at such unitholders’
their rights at such unitholders’meeting.
meeting.
In addition, when necessary, JHR
In addition, when necessary, JHR
may, subject to a resolution of themay, subject to a resolution of theboard of directors and in accordanceboard of directors and in accordancewith the laws and regulations,with the laws and regulations,determine the unitholders who aredetermine the unitholders who arelisted or recorded in the latest
listed or recorded in the latest
registry of unitholders as of theregistry of unitholders as of theRecord Date designated by a priorRecord Date designated by a priorpublic notice as the unitholders who
public notice as the unitholders who
4may exercise their rights at theunitholders’ meeting.
2. (Omitted)
3. (Omitted)

may exercise their rights at theunitholders’ meeting.
2. (Unchanged)
3. (Unchanged)

CHAPTER VII SUBJECTS AND POLICIESOF ASSET MANAGEMENT

CHAPTER VII SUBJECTS AND POLICIESOF ASSET MANAGEMENT(Investment Restrictions.)
Article 29 The investment in securities andmonetary claims, etc., set forth inParagraph 3 of the preceding Article
shall not be actively made, but shallbe made to seek management taking
into consideration safety andliquidity or their relationship to theSpecified Assets set forth inParagraph 2 of the preceding Article.
2. (Omitted)(Investment Restrictions.)
Article 29 The investment in securities andmonetary claims, etc., set forth inParagraph 3 of the preceding Article
shall be made to seek managementtaking into consideration safety andliquidity or their relationship to theSpecified Assets set forth inParagraph 2 of the preceding Article.

(Criteria for Payment of Asset Management
Fees to Asset Management Companies)
Article 36 The method of calculation and timingof payment of fees payable to theasset management company to
which
JHR
consigns
asset
management (hereinafter referred toas "Asset Management Company")
shall be as follows.
1.Compensation Structure(1)~ (3) (Omitted)(4)Acquisition Fee
If real estate-related assets are
acquired, the amount shall be
the acquisition price of suchreal
estate-related
assets(excluding the corresponding
amount of the consumption tax,
etc. on buildings (as defined in
Article 39, the same shall apply
hereinafter) and expenses, etc.
associated with the acquisition)
multiplied by a rate up to 0.75%
separately agreed by JHR and
the
Asset
Management(Criteria for Payment of Asset Management
Fees to Asset Management Companies)
Article 36 The method of calculation and timingof payment of fees payable to theasset management company to
which
JHR
consigns
asset
management (hereinafter referred toas "Asset Management Company")
shall be as follows.
1.Compensation Structure(1)~ (3) (Unchanged)(4)Acquisition Fee
If real estate-related assets, etc.
(meaning the assets set forth in
Article 28, Paragraph 2 throughParagraph 4; the same shallapply hereinafter)are acquired,
the amount shall be theacquisition price of such realestate-related
assets,etc.
(excluding the corresponding
amount of the consumption tax,
etc. (as defined in Article 39,
the
same
shall
apply
hereinafter) and expenses, etc.

2. (Unchanged)

5Company (any fraction lessthan one yen will be roundeddown). However, if such realestate-related
assetsareacquired from the Relevant
Sponsors, the rate reduced by
0.25% from the rate whichshould be applied if such realestate-related
assetsareacquired from parties other thanthe Relevant Sponsors shall beapplied.

associated with the acquisition)
multiplied by a rate up to 0.75%
separately agreed by JHR and
the
Asset
Management
Company (any fraction lessthan one yen will be roundeddown). However, if such realestate-related assets, etc. are
acquired from the Relevant
Sponsors, the rate reduced by
0.25% from the rate whichshould be applied if such realestate-related assets, etc. are
acquired from parties other thanthe Relevant Sponsors shall beapplied.
(5)Transfer Fee
If real estate-related assets, etc.
are transferred, the amountshall be the transfer value ofsuch real estate-related assets,
etc.
(excluding
thecorresponding
amountofconsumption taxes, etc. andexpenses, etc. associated withthe transfer) multiplied by a rate
up to 0.5% separately agreed by
JHR and the Asset Management
Company (any fraction lessthan one yen will be roundeddown). However, if such realestate-related assets, etc. aretransferred to the Relevant
Sponsors, the rate reduced by
0.25% from the rate which
would be applied if such realestate-related assets, etc. aretransferred to any parties otherthan the Relevant Sponsors
shall be applied.
(6)Merger Fee
If a merger is executed by JHR,
when the Asset Management
Company conducts research
and assessment of the assets,etc. held by the counterparty to(5)Transfer Fee
If real estate-related assets aretransferred, the amount shall be
the transfer value of such realestate-related assets (excluding
the corresponding amount ofconsumption taxes, etc. onbuildings and expenses, etc.
associated with the transfer)
multiplied by a rate up to 0.5%
separately agreed by JHR and
the
Asset
Management
Company (any fraction lessthan one yen will be roundeddown). However, if such realestate-related
assetsaretransferred to the Relevant
Sponsors, the rate reduced by
0.25% from the rate which
would be applied if such realestate-related
assetsaretransferred to any parties otherthan the Relevant Sponsors
shall be applied.
(6)Merger Fee
If a merger is executed by JHR,
when the Asset Management
Company conducts research
and assessment of the assets,etc. held by the counterparty to6the merger, and other services
pertaining to the merger, andJHR succeeds to the assets heldby the counterparty through themerger, JHR shall pay a merger
fee to the Asset Management
Company pursuant to the AssetManagement
Agreement
executed with the AssetManagement Company. The fee
shall be the sum of (appraisal)
the assessed value of the realestate-related assets to be
succeeded by JHR at the time of
the merger, multiplied by a rate
up to 0.25% separately agreed
by JHR and the AssetManagement Company (anyfraction less than one yen will
be rounded down) and theamountequivalenttoconsumption tax thereon.
The
Asset
Management
Company shall not receive any
remuneration other than those
set forth in Items 1 through 6 of
thisParagraphregardingagencyandintermediaryservices provided for in Article
46 of the Building Lots andBuildings Transaction BusinessAct.

the merger, and other services
pertaining to the merger, andJHR succeeds to the assets heldby the counterparty through themerger, JHR shall pay a merger
fee to the Asset Management
Company pursuant to the AssetManagement
Agreement
executed with the AssetManagement Company. The fee
shall be the sum of (appraisal)
the assessed value of the realestate-related assets, etc. to be
succeeded by JHR at the time of
the merger, multiplied by a rate
up to 0.25% separately agreed
by JHR and the AssetManagement Company (anyfraction less than one yen will
be rounded down) and theamountequivalenttoconsumption tax thereon.
The
Asset
Management
Company shall not receive any
remuneration other than those
set forth in Items 1 through 6 of
thisParagraphregardingagencyandintermediaryservices provided for in Article
46 of the Building Lots andBuildings Transaction BusinessAct.
2. (Unchanged)

2. (Omitted)
Established: November 4, 2005
Revised: March 28, 2006
Revised: September 11, 2007
Revised: September 8, 2009
Revised: December 16, 2010
Revised: February 24, 2012
Revised: November 28, 2013
Revised: November 26, 2015
Revised: November 22, 2017

Established: November 4, 2005
Revised: March 28, 2006
Revised: September 11, 2007
Revised: September 8, 2009
Revised: December 16, 2010
Revised: February 24, 2012
Revised: November 28, 2013
Revised: November 26, 2015
Revised: November 22, 2017
Revised: November 22, 20197

Proposal 2: Election of One (1) Executive Director
The term of office of the Executive Director of JHR, Kaname Masuda, will terminate as of the end of this
General Meeting of Unitholders. Therefore, JHR proposes to elect one Executive Director at this General
Meeting of Unitholders. In accordance with the provision of the proviso to the first sentence of Article 17,
Paragraph 2 of JHR’s current Articles of Incorporation, the term of office of the Executive Director
commences upon election and continues until the end of the general meeting of unitholders which will be
convened pursuant to the first sentence of Article 9, Paragraph of JHR’s current Articles of Incorporation.
The Proposal will be submitted based on unanimous consent of Supervisory Directors at the board of
directors’ meeting held on October 25, 2019. JHR obtained consent from the candidate for Executive
Director on October 25, 2019 to assume the post.
The candidate for Executive Director is as follows.
Name(Date of Birth)

Profile, Title, Responsibility, and Important Concurrent Posts
Apr. 1990
Oct. 1998

Registered as a lawyer (Daiichi Tokyo Bar Association) Nishimura& Partners (present, Nishimura & Asahi)
Merrill Lynch Japan Securities Co., Ltd.

Nov. 2000

General Counsel of Merrill Lynch Japan Securities Co., Ltd.

Mar. 2001

Executive Director of Merrill Lynch Japan Securities Co., Ltd.
(concurrent position)
Enrolled in Columbia Law School, Columbia University, U.S.

Aug. 2002
May 2003
Sep. 2006
Kaname Masuda(April 25, 1963)

Feb. 2008

Graduated from Columbia Law School, Columbia University, U.S.
(LL.M.)
Registered as a lawyer, State of New York, U.S.

Jun. 2008

Established Masuda & Partners Law Office
Representative Partner (current)
Outside Corporate Auditor of Jibun Bank Corporation

Sep. 2010

Executive Director of Japan Hotel and Resort, Inc.

Feb. 2012

Outside Corporate Auditor of Commons Asset Management, Inc.
(current)
Outside Corporate Auditor of CROSSWARP Inc.

Oct. 2014
Nov. 2015
Mar. 2016

Executive Director of Japan Hotel REIT Investment Corporation(current)
Director (Independent Officer)/Audit and Supervisory Committee
Member of GMO Internet, Inc. (current)(Notes)1. The above candidate for Executive Director does not own investment units of JHR.
2. The above candidate for Executive Director concurrently serves as Representative Partner of Masuda& Partners Law Office.
3. The above candidate for Executive Director and JHR do not have any special interest relationship.
4. The above candidate for Executive Director is currently performing its duties as JHR’s Executive
Director.

8

Proposal 3: Election of Three (3) Supervisory Directors
The term of office of the Supervisory Directors of JHR, Tetsuya Mishiku and Hiroto Kashii will terminate
as of the end of this General Meeting of Unitholders. For the purpose of constructing a better supervisorysystem of JHR, we propose to increase the number of the Supervisory Directors by one and to elect three
Supervisory Directors. In accordance with the provision of the proviso to the first sentence of Article 17,
Paragraph 2 of JHR’s current Articles of Incorporation, the term of office of the Supervisory Director
commences upon election and continues until the end of the general meeting of unitholders which will be
convened pursuant to the first sentence of Article 9, Paragraph 2 of JHR’s current Articles ofIncorporation.
JHR obtained consent from the candidates for Supervisory Directors on October 25, 2019 to assume theposts.
The candidates for Supervisory Directors are as follows.
Candidate
No.

Name(Date of Birth)

Profile, Title, and Important Concurrent Posts
Apr. 1993

Registered as a lawyer (Daiichi Tokyo Bar Association)
Iinuma Law Office

Dec. 2000
Sep. 2002

Partner at Iinuma Law OfficeNov. 2003

Changed registration to Shizuoka Bar Association
Partner at Aoba Law Office
Supervisory Director of Nippon Hotel Fund Investment Corporation(present, Japan Hotel REIT Investment Corporation) (current)
Part-time Corporate Auditor of A-too Co., Ltd.

Nov. 2005
1

Tetsuya Mishiku(May 30, 1965)

Dec. 2005
Mar. 2007

Part-time lecturer at Chuo University

Sep. 2010

Part-time Corporate Auditor of Healing Entertainment Co., Ltd.
(current)
Representative of Aoi Tower Law Office (present, Mishiku &Nagamachi Law Office) (current)
Outside Corporate Auditor of K.K. Koike Yataro Shoten (current)

Aug. 2011

Outside Director of A-too Co., Ltd. (current)

Nov. 2016

Outside Corporate Auditor of K.K. Tem Realtor (current)

Nov. 2018

Representative Director of K.K GRANDE (current)

Aug. 20109

Candidate
No.

Name
（Date of Birth）

Profile, Title, and Important Concurrent Posts
Apr. 1971

Japan Development Bank (present, Development Bank of Japan, Inc.)
responsible for lending and investment

Apr. 1997

General Manager, Retail Department at Head Office, Japan
Development BankManaging Director and General Manager of Accounting Departmentof K.K. Hotel Odakyu
Managing Director of K.K. Odakyu Hotels and Resorts (merged into
present K.K. Hotel Odakyu) (responsible for marketing)Executive Officer of Kansai International Airport Co., Ltd. (present,
New Kansai International Airport Co., Ltd.) (responsible for terminal
sales promotion, subsidiaries management and hotel business
management)

Apr. 1998
Apr. 2002

2

Hiroto Kashii(March 18, 1949)

Jun. 2003

Jun. 2009

Representative Director of Kyowa Co., Ltd.

Jun. 2012Managing Director of Japan Carbon Finance, Ltd.

Mar. 2013

Representative Director of Japan Carbon Finance, Ltd.

Jun. 2013
Nov. 2015

Corporate Auditor of DBJ Asset Management Co., Ltd.
Supervisory Director of Japan Hotel REIT Investment Corporation(current)

10

Candidate
No.

3

Name
（Date of Birth）

Mayumi Umezawa(November 8, 1978)

Profile, Title, and Important Concurrent Posts
Oct. 2002

Deloitte Touche Tohmatsu (present, Deloitte Touche Tohmatsu LLC)

May 2006

Registered as a certified public accountant

Jul. 2006

Representative of Umezawa Accountant Office (current)

May 2007

McDonald (Japan), Ltd.

Feb. 2012

Finance Manager of Disney Store Department at The Walt DisneyCompany (Japan) Ltd.

May 2013

Entered Bond University Graduate School (MBA) in Australia

Feb. 2015

Graduated from Bond University Graduate School (MBA) in Australia

Jul. 2016

Representative Director of Accounting Labo (present, Accounting
Labo K.K.) (current)

Jul. 2016
Dec. 2017

Outside Corporate Auditor of Retty Inc.
Outside Director / Audit Committee Member of Retty Inc. (current)(Notes)1. None of the above candidates for Supervisory Directors own investment units of JHR.
2. Tetsuya Mishiku, one of the above candidates for Supervisory Directors, concurrently serves as
Representative Lawyer of Mishiku & Nagamachi Law Office and the Representative Director of K.K.
GRANDE.
3. Mayumi Umezawa, one of the above candidates for Supervisory Directors, concurrently serves as theRepresentative of Umezawa Accountant Office and the Representative Director of Accounting LaboK.K.. Although her name presented above is her original family name used for business, her nameregistered in the official family registry is Mayumi Fukuhara.
4. The above candidates for Supervisory Directors and JHR do not have any special interest relationship.
5. Tetsuya Mishiku and Hiroto Kashii of the above candidates for Supervisory Directors, currently
supervise, as JHR’s Supervisory Directors, the execution of overall operation by JHR’s Executive
Director.

11

Proposal 4: Election of One (1) Substitute Executive Director
To prepare for cases such as a vacancy of the position of Executive Director or a shortfall in the number of
Executive Director as stipulated by laws and regulations, JHR proposes to elect one Substitute Executive
Director.
The Proposal with regard to the election of the Substitute Executive Director will be submitted based on
unanimous consent of Supervisory Directors at the board of directors’ meeting on October 25, 2019.
The candidate for the Substitute Executive Director is as follows.
Name(Date of Birth)

Hisashi Furukawa(February 14, 1959)

Profile, Title, Responsibility, and Important Concurrent Posts
Apr. 1982

Sumitomo Realty & Development Co., Ltd.
Building Business Department

Jan. 1984
Jul. 1990

Its subsidiary in the U.S.
Executive Director of Real Estate Group, Investment Banking Division,
Morgan Stanley Japan Limited (present, Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)

Apr. 2000

Co-head and Executive Director of Real Estate Sector Team, Corporate
Finance Division, Warburg Dillon Read (Japan) Limited (present, UBS
Securities Co., Ltd.)May 2004

Representative of Japan Office and Principal of Rockpoint Group,
L.L.C.

Aug. 2013

Established River Flows, Inc.
Representative Director

Jun. 2014

Representative Director and President of Japan Hotel REIT Advisors
Co., Ltd. (current)(Notes)1. The above candidate for Substitute Executive Director owns 456 investment units of JHR.
2. The above candidate for Substitute Executive Director is currently Representative Director andPresident of Japan Hotel REIT Advisors Co., Ltd., the asset management company to which JHR
entrusts its asset management. He and JHR do not have any special interest relationship other thanstated above.
3. With regard to the above candidate for Substitute Executive Director, JHR may cancel the appointment
before the candidate assumes the post by a resolution at a meeting of the board of directors.

12

Reference Matters
In case any proposal(s) submitted to the General Meeting of Unitholders is (are) considered to be in conflictwith other proposal(s), “Deemed Approval” set forth in Article 93, Paragraph 1 of the Investment Trust Act
and Article 14 of JHR’s current Articles of Incorporation shall not apply to any of such conflicting
proposal(s).
None of the proposals from Proposal 1 through Proposal 4 are in conflict with other proposal(s).
End……………………………………………………………………………………………………………
Venue for this General Meeting of Unitholders
5F, Tokyo Nihonbashi Tower, 2-7-1 Nihonbashi, Chuo-ku, Tokyo
Room 3+4+5, BELLESALLE Tokyo Nihonbashi
TEL: +81-3-3510-9236<Transportation>⚫ Nihonbashi Station
A6 exit stairs is directly connected to the Tokyo Nihonbashi Tower (Tokyo Metro Ginza Line andTozai Line / Toei Asakusa Line)⚫ Tokyo Station
Six-minute walk from the Yaesu North Gate (JR / Tokyo Metro Marunouchi line)⚫
⚫

No parking spaces will be arranged. Please refrain from driving to the venue.
No gift or present will be offered. Thank you for your understanding.

Please note that the venue is different from that for the previous meeting. In addition, there is“BELLESALLE Yaesu” near the venue. Please make sure to come to “BELLESALLE Tokyo
Nihonbashi”.

13