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 13, 2021
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
Director of the Board, Managing Director
Head of Planning Division
TEL: +81-3-6422-0530

Notice Concerning Partial 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 election of
Directors as below at the 11th General Meeting of Unitholders of JHR (hereinafter called “this General Meeting ofUnitholders”) to be held on November 25, 2021. The following matters will be effective upon approval at this General
Meeting of Unitholders.
1.

Partial Amendments to Articles of Incorporation

Reason for amendments are as follows:
Associated with the amendment of the Accounting Standard for Financial Instruments (including newly establishedor revised accounting standards and guidance in relation thereto), the ASBJ Statement No. 10, the proposal is madeto make necessary changes in the method of asset evaluation. (related to Article 32, Paragraph 1, Items 6 and 9, andArticle 32, Paragraph 2, Item 3 of the current Articles of Incorporation).
2.

Election of Directors

Reason for the proposal are as follows:
The term of office of the Executive Director Kaname Masuda and Supervisory Directors Tetsuya Mishiku, Hiroto
Kashii and Mayumi Umezawa will terminate as of the end of this General Meeting of Unitholders. Therefore, JHR
proposes to elect one Executive Director and three Supervisory Directors.
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)

Candidate for Executive Director
Kaname Masuda(Incumbent)(2)

Candidate for Supervisory Directors
Tetsuya Mishiku(Incumbent)
Hiroto Kashii(Incumbent)
Mayumi Umezawa (Incumbent)(3)

Candidate for Substitute Executive Director
Hisashi Furukawa (Note)1Note: Hisashi Furukawa is currently Representative Director and President of Japan Hotel REIT Advisors Co., Ltd.,
which has concluded an asset management agreement with JHR.
(Please see “Convocation Notice of the 11th General Meeting of Unitholders” attached hereto for more details on theelection of Directors.)

3.

Schedule for this General Meeting of Unitholders, etc.
October 13, 2021
November 1, 2021
November 25, 2021

Board approval for agendas for this General Meeting of Unitholders
Dispatch of Convocation Notice of this General Meeting of Unitholders(scheduled)
General Meeting of Unitholders (scheduled)* Website of Japan Hotel REIT Investment Corporation: https://www.jhrth.co.jp/en/[Attachment] Convocation Notice of the 11th 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 1, 2021
Japan Hotel REIT Investment Corporation
Ebisu Neonato, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Kaname Masuda
Dear Unitholders,Convocation Notice of the 11th General Meeting of Unitholders
This is to inform you that you are cordially invited to participate in the 11th General Meeting of Unitholdersof Japan Hotel REIT Investment Corporation (hereinafter called “JHR”) which will be held as described
below.
In precaution to prevent the spread of infection of the COVID-19, we urge you to exercise your voting
rights in advance in writing and refrain from attending this General Meeting of Unitholders in person,
regardless of your health condition. Therefore, please review the following Reference Materials forthis General Meeting of Unitholders, indicate your votes in favor or against the proposal on theenclosed voting rights exercise form, and return it to us, ensuring that it reaches us by no later than
5:30 p.m. on Wednesday, November 24, 2021. If you submit the form without indicating your votes
in favor or against any proposal, it will be deemed that you have declared in favor for such proposal.
Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations (hereinafter called “the Investment Trust Act”), JHR has set out provisions concerning“Deemed Approval” in Article 14 of its current Articles of Incorporation as described below. None of the
proposals submitted to this General Meeting of Unitholders falls under the proposal set out in Article 14,
Paragraph 2 of the current Articles of Incorporation. Accordingly, please be aware that if you are notpresent 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
by unitholders present at this General Meeting of Unitholders and will be deemed to have approved
the proposal (excluding the proposals that conflict with each other in cases in which more than one
proposal has been submitted.).
<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. Notwithstanding the provisions of the preceding paragraph, the provisions of the preceding paragraphof the deemed approval shall not be applied to the resolutions of the proposals pertaining to Article 104,
Paragraph 1 (Dismissal of Director and Accounting Auditor), Article 140 (Revision to the Articles of1

Incorporation) (provided that this is only applicable to the creation, revision and abolition of theprovisions related to the deemed approval), Article 143, Item 3 (Dissolution), Article 205, Paragraph 2(Consent to the Cancellation of Asset Management Agreement) or Article 206, Paragraph 1(Cancellation of Asset Management Agreement) in the Investment Trust Act.
3. The number of voting rights represented by the unitholders who are deemed to have approved the
proposals under Paragraph 1 are included in the number of voting rights represented by the unitholders
present.

2

Date and Time:
1.

Venue:⚫

November 25, 2021 (Thursday) at 2:00 p.m. (Reception opens at 1:15 p.m.)
Room 1+2+3, BELLESALLE Yaesu
3F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo

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

⚫
2.

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.
⚫ Briefing session of operating status by Japan Hotel REIT Advisors Co., Ltd., JHR’s asset
management company, usually held after the closing of a General Meeting of Unitholders, will
not be held for the purpose of shortening the time for unitholders to stay at the venue. Your
understanding is highly appreciated. Regarding our operating status, a midterm financial
results briefing webcast and midterm financial results briefing materials for the 22nd fiscal
period (midterm for the fiscal period ending December 31, 2021) and other latest fundinformation are available on our website (https://www.jhrth.co.jp/en/).
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.
(https://www.jhrth.co.jp/en/)3

Precautions to Prevent the Spread of COVID-19
In light of the state of the COVID-19 outbreak in Japan, we will be holding this General Meeting of Unitholders on asmaller scale in taking every precaution to prevent the spread of infection at the venue, placing first priority in safetyof unitholders.
In addition, referring to “Q&A on Approaches to Conducting Shareholder Meetings” announced by the Ministry of
Economy, Trade and Industry and the Ministry of Justice on April 2, 2020, (as updated), we plan to take the precautions
below to prevent the spread of COVID-19 at this General Meeting of Unitholders. We ask for your understanding andcooperation.
We also ask that you check our website (https://www.jhrth.co.jp/en/) as we may post announcements on changes in our
approach to the precautions below depending on future changes in the circumstances.
<Requests to Unitholders>

You are entitled to exercise your voting rights at this General Meeting of Unitholders in writing. In viewof safety of unitholders, we urge you to exercise your voting rights in advance by the enclosed voting rights
exercise form instead of attending this General Meeting of Unitholders in person.
If you are considering attending this General Meeting of Unitholders in person, please be mindful of thestate of the outbreak of COVID 19 and the administrative measures taken at the time of the holding of this
General Meeting of Unitholders, as well as your own health conditions up to then. We ask that you
reconsider as extra precaution if there is any element of doubt.
We may have to postpone this General Meeting of Unitholders due to unavoidable circumstances, such assudden restrictions on use of the venue or other future changes in the circumstances. We ask that you checkour website (https://www.jhrth.co.jp/en/) in advance as we may post announcements on postponementof this General Meeting of Unitholders.
<Requests to Attending Unitholders>

At the venue on the day of this General Meeting of Unitholders, there may not be enough seats available
as the seating capacity will be less than usual in order to ensure distancing of the seats for attending
unitholders, as well as our directors and organizing staff. Please be advised in advance that we may restrict
entry into the venue in the event that not enough seats are available.
Please understand that the directors and organizing staff will be wearing face masks.
We ask for the cooperation of attending unitholders in wearing face masks when attending and sanitizing
hands using the alcohol-based hand sanitizers placed at the reception of the venue.
We will be measuring your body temperature at the reception of the venue. Please be advised in advancethat unitholders having body temperatures of 37.5°C or higher at the time of measurement or unitholders
showing such symptoms as coughing may be asked to refrain from attending this General Meeting ofUnitholders. Please also be advised in advance that those who appear to be unwell during this General
Meeting of Unitholders may be approached by organizing staff and asked to refrain from attending.
Briefing session of operating status by Japan Hotel REIT Advisors Co., Ltd., JHR’s asset managementcompany, usually held after the closing of a General Meeting of Unitholders will not be held for the purposeof shortening the time for unitholders to stay at the venue. Your understanding is highly appreciated.
Regarding our operating status, a midterm financial results briefing webcast and midterm financial results
briefing materials for the 22nd fiscal period (the midterm for the fiscal period ending December 31, 2021)

4and other latest fund information are available on our website (https://www.jhrth.co.jp/en/).
We ask for your understanding and cooperation in these extraordinary times.

5Reference Materials for this General Meeting of Unitholders
Proposals and Reference Items
Proposal 1
Partial Amendments to the Articles of Incorporation
1.

Reasons for amendments
Associated with the amendment of the Accounting Standard for Financial Instruments (including newly
established or revised accounting standards and guidance in relation thereto), the ASBJ Statement No.
10, the proposal is made to make necessary changes in the method of asset evaluation. (related to Article
32, Paragraph 1, Items 6 and 9, and Article 32, Paragraph 2, Item 3 of the current Articles ofIncorporation).

2.

Details of Revisions
We propose partial amendments to the current Articles of Incorporation as follows:(Parts to be revised are underlined.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER VII TARGETS AND POLICIES OFASSET MANAGEMENT

CHAPTER VII TARGETS AND POLICIES OFASSET MANAGEMENT(Methods, Criteria and Reference Dates for
Evaluating Assets)
Article 32 The Investment Corporation uses thefollowing methods for evaluating
assets depending on the type of theAssetsUnder
Managementinaccordance with the Regulation on
Accountingsof
Investment
Corporations (Cabinet Office OrderNo. 47 of 2006), the Regulation forReal Estate Investment Trusts and Real
Estate Investment Corporations andother regulations established by theInvestment Trusts Association, Japan(Japanese name: Ippan Shadan Houjin
Toushi Shintaku Kyokai; the “ITA”)
and the generally accepted corporate
accounting standards and practice:(1)~(5) (Omitted)(6) Securities (as set out in Article 28,
Paragraph 2, Item (2)(vii), Item (3),and Paragraph 3, Item (3))(Methods, Criteria and Reference Dates for
Evaluating Assets)
Article 32 The Investment Corporation uses thefollowing methods for evaluating
assets depending on the type of theAssetsUnder
Managementinaccordance with the Regulation on
Accountingsof
Investment
Corporations (Cabinet Office OrderNo. 47 of 2006), the Regulation forReal Estate Investment Trusts and Real
Estate Investment Corporations andother regulations established by theInvestment Trusts Association, Japan(Japanese name: Ippan Shadan Houjin
Toushi Shintaku Kyokai; the “ITA”)
and the generally accepted corporate
accounting standards and practice:(1)~(5) (Unchanged)(6) Securities (as set out in Article
28, Paragraph 2, Item (2)(vii), Item(3), and Paragraph 3, Item (3))

6The value shall be a value calculated
based on the market price when
there is a market price for the
securities (the trading price on afinancial instruments exchange, aprice announced by an authorized
financial
instruments
dealers
association or the like, or a trading
price similar to the foregoing that isestablished from time to time by a
trading system enabling trading or
conversion into cash and the like;the same applies hereinafter). When
there is no market price available,
this shall be a price calculated by areasonable method. Further, themarket price or the price calculated
by a reasonable method shall beobtained using the same method
each term, with the exception ofcases where accuracy of theevaluation is to be improved.
If a market price or a value
calculated using a reasonable
method is not available, then theacquisition price shall be theevaluation.
(7)~(8) (Omitted)(9) Rights associated with derivatives
products (as set out in Article 28,
Paragraph 3, Item (8))(i) Credits and liabilities arisingfrom derivative trades listed onafinancial
instruments
exchange.
These shall be evaluated at avalue calculated based on the
final price at the relevant
financial
instruments
exchange on a reference date(closing price, or, if there is no
closing price, an indicative
price [the lowest announced
indicative offer price orhighest announced indicative
bid price, or when both are

If such securities are classified as
held-to-maturity debt securities, theevaluation shall be made at theacquisition costs, and if suchsecurities are classified as othersecurities, the evaluation shall bemade at market values. However, as
for shares, etc. without market price,
the evaluation shall be made at theacquisition costs.

(7)~(8) (Unchanged)(9) Rights associated with derivatives
products (as set out in Article 28,
Paragraph 3, Item (8))
The evaluation of net credits andliabilities arising from derivativetrades shall be made at market
values.

7

announced, the median price]).
In cases of a reference date forwhich there is no final price,
the evaluation shall becalculated based on the final
price immediately before suchreference date.
(ii) Credits and liabilities arisingfrom derivative trades notlistedonafinancial
instruments exchange
These shall be evaluated at avalue calculated according to areasonable method as a value
equivalent to market value.
In the evaluation of market
price, a good-faith estimatedvalue shall be used; however,in cases where it is found to beparticularly
difficulttocalculate a fair evaluation, theacquisition price shall be theevaluation.
(iii) Hedge accounting shall beapplied to those transactions
found to be hedge transactions
under generally accepted
corporateaccounting
standards.
In
addition,
notwithstanding the provisionsof the preceding (i) and (ii), thespecial accounting treatment
may be applied to thetransactions that meet therequirementsforspecialaccounting
treatmentofinterest rate swap transactions
stipulated in the financial
instruments
accounting
standards.
(10)~(11) (Omitted)
2. For evaluation for the purpose of stating
values in asset management reports
and the like, using a method different
from those set forth in the preceding
paragraph, evaluation shall be as(Deleted)

However, hedge accounting shall beapplied to those transactions found to behedge transactions under generally
accepted corporate accounting standards.
In addition, the special accounting
treatment may be applied to thetransactions that meet the requirements for
special accounting treatment of interest
rate swap transactions stipulated in thefinancial
instruments
accounting
standards.

(10)~(11) (Unchanged)
2. For evaluation for the purpose of stating
values in asset management reports
and the like, using a method different
from those set forth in the preceding
paragraph, evaluation shall be as

8

follows.
(1)~(2) (Omitted)(3) Rights associated with derivatives
products(whenthe special
treatment for interest rate swaps isadopted pursuant to this Article,
Paragraph 1, Item (9) (iii)
These shall be evaluated at a value
set out in this Article, Paragraph 1,
Item (9) (i) or (ii)3. (Omitted)

follows.
(1)~(2) (Unchanged)(3) Rights associated with derivatives
products(whenthe special
treatment for interest rate swaps isadopted pursuant to this Article,
Paragraph 1, Item (9)These shall be evaluated at a value
set out in this Article, Paragraph 1,
Item (9)3. (Unchanged)

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, 2019
Revised: December 23, 2020

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, 2019
Revised: December 23, 2020
Revised: November 25, 2021

9

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 and Article 99, Paragraph 2 of the Investment
Trust Act, the term of office of the Executive Director commences upon election and continues until theend of the general meeting of unitholders which will be held within 30 days from the day immediately
after the two (2) year anniversary of the election of the Executive Director.
The proposal will be submitted based on unanimous consent of Supervisory Directors at the board of
directors’ meeting held on October 13, 2021.
The candidate for Executive Director is as follows.
Name(Date of Birth)

Profile, Important Concurrent Posts, and Position at JHR
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
Feb. 2008
Kaname Masuda(April 25, 1963)

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
Apr. 2019
Jun. 2021

Executive Director of Japan Hotel REIT Investment Corporation(current)
Director (Independent Officer)/Audit and Supervisory Committee
Member of GMO Internet, Inc. (current)
Outside Corporate Auditor of au Financial Holdings Corporation(current)
Outside Director, Member of the Audit and Supervisory Committeeof Nomura Securities Co., Ltd. (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.

10

5.

JHR has entered into a directors and officers liability insurance contract as provided for in Article 1163, paragraph 1 of the Investment Trust Act with an insurance company, and that insurance contract
covers a certain range of damages such as statutory damages or litigation expenses borne or to beborne upon claim for damages arising from acts carried out with respect to the duties of the insured
party as a director of JHR. When the period of that insurance contract expires, JHR plans to execute acontract again with the same terms and conditions. The above Executive Director candidate is includedin the insured parties as Executive Director under the insurance contract and, if the election is approved,
will continue to be included in the insured parties.

11

Proposal 3: Election of Three (3) Supervisory Directors
The term of office of the Supervisory Directors of JHR, Tetsuya Mishiku, Hiroto Kashii and Mayumi
Umezawa will terminate as of the end of this General Meeting of Unitholders. Therefore, JHR proposes
to elect three Supervisory Directors. In accordance with the provision of the proviso to the first sentenceof Article 17, Paragraph 2 of JHR’s current Articles of Incorporation and proviso to Article 101,
Paragraph 1 of the Investment Trust Act, the term of office of the Supervisory Director commences uponelection and continues until the end of the general meeting of unitholders which will be held within 30
days from the day immediately after the two (2) year anniversary of the election of the Supervisory
Directors.
The candidates for Supervisory Directors are as follows.
Candidate
No.

1

Name
(Date of Birth)

Tetsuya Mishiku(May 30, 1965)

Profile, Important Concurrent Posts, and Position at JHR
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 OfficeNov. 2005

Supervisory Director of Nippon Hotel Fund Investment Corporation(present, Japan Hotel REIT Investment Corporation) (current)

Dec. 2005
Mar. 2007

Part-time Corporate Auditor of A-too Co., Ltd.
Part-time Corporate Auditor of Healing Entertainment Co., Ltd.
(current)
Representative of Aoi Tower Law Office (present, Mishiku &Nagamachi Law Office) (current)

Aug. 2010

Part-time lecturer at Chuo University

Sep. 2010
Aug. 2011

Outside Corporate Auditor of K.K. Koike Yataro Shoten (current)
Outside Director of A-too Co., Ltd. (current)

Nov. 2016
Nov. 2018

Outside Corporate Auditor of K.K. Tem Realtor (current)
Representative Director of K.K GRANDE (current)

Jun. 2021

Outside Corporate Auditor of ASLOG Co., Ltd. (current)

12Candidate
No.

Name
（Date of Birth）

Profile, Important Concurrent Posts, and Position of JHR
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)

13

Candidate
No.

Name
（Date of Birth）

Profile, Important Concurrent Posts, and Position of JHROct. 2002

Deloitte Touche Tohmatsu (present, Deloitte Touche Tohmatsu LLC)

May 2006

Registered as a certified public accountant

Jul. 2006

Representative of Umezawa Accountant Office (present, Mayumi
Umezawa CPA Office) (current)
McDonald (Japan), Ltd.

May 2007
Feb. 2012
3

Mayumi Umezawa(November 8, 1978)

May 2013

Finance Manager of Disney Store Department at The Walt DisneyCompany (Japan) Ltd.
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)
Outside Corporate Auditor of Retty Inc.

Jul. 2016
Dec. 2017
Nov. 2019
Apr. 2021

Outside Director / Audit Committee Member of Retty Inc. (current)
Supervisory Director of Japan Hotel REIT Investment Corporation(current)
Outside Director of Wellness Communications Corporation (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 Mayumi Umezawa CPA 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, Hiroto Kashii and Mayumi Umezawa of the above candidates for Supervisory
Directors, currently supervise, as JHR’s Supervisory Directors, the execution of overall operation by
JHR’s Executive Director.
6. JHR has entered into a directors and officers liability insurance contract as provided for in Article 1163, paragraph 1 of the Investment Trust Act with an insurance company, and that insurance contract
covers a certain range of damages such as statutory damages or litigation expenses borne or to beborne upon claim for damages arising from acts carried out with respect to the duties of the insured
party as a director of JHR. When the period of that insurance contract expires, JHR plans to execute acontract again with the same terms and conditions. The above Supervisory Director candidates areincluded in the insured parties as Supervisory Directors under the insurance contract and, if theelections are approved, will continue to be included in the insured parties.

14

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 13, 2021.
The candidate for the Substitute Executive Director is as follows.
Name(Date of Birth)

Hisashi Furukawa(February 14, 1959)

Profile, Important Concurrent Posts, and Position of JHR
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.
4. JHR has entered into a directors and officers liability insurance contract as provided for in Article 1163, paragraph 1 of the Investment Trust Act with an insurance company, and that insurance contract
covers a certain range of damages such as statutory damages or litigation expenses borne to be borne
upon claim for damages arising from acts carried out with respect to the duties of the insured party as
a director of JHR. When the period of that insurance contract expires, JHR plans to execute a contract
again with the same terms and conditions. When the above Substitute Executive Director candidate
assumes the office as the Executive Director, he will be included in the insured parties.

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Reference Matters
In case any proposal(s) submitted to this 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 is in conflict with other proposal(s).
End……………………………………………………………………………………………………………
Venue for this General Meeting of Unitholders
3F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo
Room 1+2+3, BELLESALLE Yaesu
TEL: +81-3-3548-3770<Transportation>⚫ Nihombashi Station
A7 exit stairs is directly connected to the Yaesu First Financial Building (Tokyo Metro Tozai Lineand Ginza Line / Toei Asakusa Line)⚫ Tokyo Station
Four-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 there is “BELLESALLE Tokyo Nihonbashi” located near the venue. Please
make sure to come to “BELLESALLE Yaesu”.

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