(Securities Code: 8986)
January 22, 2020

Dear Unitholders:
4-17-33 Minami Aoyama Minato-ku, TokyoJapan Rental Housing Investments Inc.
Executive Director Ikuo Shoda
Convo cation Not ice o f the 1 3th Gene ra l M eeting o f Unith o lde rs
This is to inform you that the 13th General Meeting of Unitholders of Japan Rental Housing Investments Inc.
(“JRH”) will be held as described below. You are cordially invited to attend the General Meeting of Unitholders.
Please note that you may exercise your voting rights via the voting rights exercise form if you are unable to attend
the General Meeting of Unitholders in person. In such case, you are requested to carefully examine the attached“Reference Documents Concerning the General Meeting of Unitholders” and, after indicating your votes for or against
each proposal on the enclosed voting rights exercise form, to send such form to us, ensuring that the form will reach us
by no later than 5:10 p.m. on Wednesday, February 12, 2020 that marks the close of our business of the day
immediately preceding the date of the General Meeting of Unitholders.
In accordance with Article 93, Paragraph 1 of the Act Concerning Investment Trusts and Investment Corporations,
JRH has set out the provisions concerning “Deemed Approval” in Article 24 of the current Articles of Incorporation.
Accordingly, please be aware that if you are not present at the General Meeting of Unitholders and do not exercise
your voting rights via the voting rights exercise form, your voting rights will be included in the number of voting rightsof the unitholders in attendance and JRH will deem that you have voted in favor of each proposal submitted to theGeneral Meeting of Unitholders.
(Extract from the Current Articles of Incorporation of JRH)
(Deemed Approval)
Article 24
1. Any unitholder who does not attend a general meeting of unitholders and does not exercise his/her voting rights shall be deemed to
be in favor of any proposal submitted to such general meeting of unitholders (provided, however, that in cases where two or more
proposals are submitted and any such proposal is in conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).
2. The number of voting rights owned by the unitholder deemed to be in favor of a proposal in accordance with the preceding paragraphshall be included in the number of voting rights of the unitholders in attendance.

Details1.
2.
3.

Date and Time:
Place:

February 13, 2020 (Thursday) at 10:00 a.m.
18th Floor, GranTokyo North Tower,
1-9-1 Marunouchi, Chiyoda-ku, Tokyo
Purpose of the General Meeting of Unitholders:R e s ol ut i on s
Resolution 1:
Amendments to the Articles of Incorporation
Resolution 2:
Appointment of Two (2) Executive Directors
Resolution 3:
Appointment of Three (3) Supervisory Directors
END* If you attend the General Meeting of Unitholders in person, please submit the enclosed voting rights exercise form to the receptionist at the venue.
* If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting rights to attend the General Meeting of Unitholders
as your proxy. In such case, such proxy shall submit your voting rights exercise form together with a document certifying the status of the proxy.
* Method of publicizing in the case of revision of the Reference Documents Concerning the General Meeting of Unitholders:
Please note that any revisions that are required to be made, by the date preceding the date of the General Meeting of Unitholders, to the matters included in
the Reference Documents Concerning the General Meeting of Unitholders will be posted on JRH’s Web Site (https://www.jrhi.co.jp/).
* For this general meeting, the “Session of Asset Management Report” will not be held by the asset management company of JRH.

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Reference Documents Concerning the General Meeting of Unitholders
Resolution and Reference Items
Resolution 1: Amendments to the Articles of Incorporation
1. Reasons for Amending the Articles of Incorporation(1) Amendments subject to the absorption-type merger with Nippon Healthcare Investment Corporation taking
effecti. In connection with the absorption-type merger (the “Merger”) pursuant to the merger agreement dated
November 19, 2019 entered into between the Corporation and Nippon Healthcare Investment Corporation(“NHI”) with the Corporation being the surviving corporation and NHI being the absorbed corporation, theCorporation will change its trade name in light of the fact that the Corporation will add healthcare facilities
to its primary investment target in addition to rental housing properties (the heading and Article 1 of
Proposed Amendments).
ii. In connection with the Merger, as investment policies of the Corporation, healthcare facilities will be added
as the Corporation’s primary investment target, and the investment criteria for such healthcare facilities andthe attitude for sale with respect to real estate owned, which are provided for in NHI’s Articles ofIncorporation, will be added, as well as new necessary provisions, such as those addressing investment
target areas for healthcare facilities, will be added, and certain provisions and language will be adjusted as
appropriate (Article 10 of Proposed Amendments).
iii. In connection with the Merger, the real estate backed securities and other specified assets, which is provided
for as investment target assets in NHI’s Articles of Incorporation, will be added to the investment target
assets of the Corporation, and necessary adjustments of provisions such as replacement of definitions will
be made (Article 11 of Proposed Amendments).
iv. With respect to investment restrictions, in line with NHI’s Articles of Incorporation, provisions will be
added in order to (i) increase the flexibility of investment in securities and monetary receivables by
stipulating that the Corporation will take into account not only the safety or liquidity, but also relevance tothe real estate, etc. or the real estate backed securities, and (ii) clarify that investment in renewable energy
power generation facilities will be conducted only when it is necessary or useful to acquire such assets inconnection with acquisition of the real estate, etc. or the real estate backed securities (Article 12 of
Proposed Amendments).
v. In connection with the Merger, the provision regarding the leasing of portfolio assets will be amended byadding the leasing method which is provided for in NHI’s Articles of Incorporation to the Corporation’s
leasing method for portfolio assets (Article 13, Paragraph 1 of Proposed Amendments).
vi. With respect to the provisions regarding the methods, standards and calculation date of appraisal of assets,amendments such as addition of the real estate backed securities will be made in connection with theamendment of the provisions regarding the investment target in Article 11 of the Article of Incorporation(Article 14, Paragraphs 1 and 3 of Proposed Amendments).
vii. In connection with the change of the term of office of the Directors due to the appointment of the Directors
at the General Meeting of Unitholders, the date of the convocation of general meetings of unitholders andthe record date will be amended in order to appropriately adjust the date when general meetings ofunitholders will be held in the future (Article 19, Paragraph 2 and Article 25, Paragraph 1 of Proposed
Amendments).
viii. With the aim of establishing an asset management fee system that focuses on the management outcome, theasset management fees to be paid from the Corporation to the asset management company will be amended
so that Management Fee 1, which has been previously linked to the total asset amount on the balance sheetof the Corporation, will be linked to the total asset valuation amount of the Corporation as well as its
maximum fee rate (annual rate) will be reduced from 0.50% to 0.20%, and the maximum fee rate ofManagement Fee 2, which is linked to net income before income taxes, will be increased from 3.0% to
8.0% (Exhibit I (1) and (2) of Proposed Amendments).
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ix. In connection with the addition of healthcare facilities to the investment target assets of the Corporation due
to the Merger, different maximum acquisition fee rates will be stipulated separately with respect to each of
the acquisition target assets in order to make the acquisition fee to be paid by the Corporation to the asset
management company at an appropriate level in light of the type and nature of the acquisition target assets(Exhibit I (3) of Proposed Amendments).
x. In addition to the above, in order to clarify the contents of provisions, replacement of certain definitions ofwords, phrases, and terms, and adjustment and coordination of provision numbers, will be made.
xi. In order for the amendments to the Articles of Incorporation from (i) through (x) above to become effective
subject to the Merger taking effect, such condition will be provided for in the Supplementary Provisions(Article 41, Paragraph 1 of Proposed Amendments).
(2) Amendments to be effective as of April 1, 2020
i. The location of the head office of the Corporation will be amended from Minato-ku, Tokyo to Chuo-ku,
Tokyo, where the head office of Daiwa Real Estate Asset Management Co. Ltd., the asset managementcompany of the Corporation, is located (Article 3 of Proposed Amendments).
ii. In order to ensure flexibility, the timing of payment of compensation for the Independent Auditor will beamended to the end of the month following the month when the Corporation has received all the audit
reports required under the Investment Trust Act and other relevant laws and regulations (Article 36 of
Proposed Amendments).
iii. The provision regarding the Corporation’s burden of expenses will be modified to ensure flexibility in orderto reduce the burden of the Corporation (Article 40 of Proposed Amendments).
iv. In order for the amendments to the Articles of Incorporation from (i) through (iii) above to become effective
on April 1, 2020, which is the first day of the 29th fiscal period of the Corporation, such condition will be
provided for in the Supplementary Provisions (Article 41, Paragraph 2 of Proposed Amendments).

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2. Details of the Amendments to the Articles of Incorporation
The details of the amendments are set forth below.
(Underlining indicates changed portions.)
Current Articles of Incorporation
ARTICLESOFINCORPORATION

of

Proposed Amendments

JAPAN

RENTALARTICLES OF INCORPORATION of DAIWA SECURITIESHOUSING INVESTMENTS INC. (Nihon Chintai Jutaku Toshi

LIVING INVESTMENT CORPORATION (Daiwashoken Living

Hojin)

Toshi Hojin)

Article 1. (Trade Name)

Article 1. (Trade Name)

The investment corporation shall be called Nihon Chintai Jutaku

The investment corporation shall be called Daiwashoken Living

Toshi Hojin, and in English, Japan Rental Housing Investments Inc.

Toshi Hojin, and in English, Daiwa Securities Living Investment(the “Corporation”).

Corporation (the “Corporation”).

Article 3. (Location of Head Office)

Article 3. (Location of Head Office)

The Corporation shall have its head office in Minato-ku, Tokyo.

The Corporation shall have its head office in Chuo-ku, Tokyo.

Article 10. (Investment Policies)

Article 10. (Investment Policies)

1.

1.

The Corporation shall invest mainly in the Real Estate, etc.

The Corporation shall invest mainly in the Real Estate, etc.

(the Real Estate, etc. set forth in Article 11, Paragraph 2(the Real Estate, etc. set forth in Article 11, Paragraph 2

hereof; the same shall apply hereinafter unless otherwise

hereof; the same shall apply hereinafter unless otherwise

separately stipulated) among the Specified Assets set forth inseparately stipulated) or the Real Estate Backed Securities

Article 11, Paragraphs 2 and 3 hereto that is primarily used(the Real Estate Backed Securities set forth in Article 11,

as housing (the Real Estate, etc. primarily used as housing

Paragraph 3 hereof; the same shall apply hereinafter unlessshall hereinafter be referred to as the “Rental Housing”) inotherwise separately stipulated), among the Specified Assets

accordance with the basic asset management policies set forth

set forth in Article 11, Paragraphs 2 and 3 hereto, that are

in Article 9.

primarily used as housing (the “Rental Housing”) or
Healthcare Facility (meaning private nursing homes andresidential facilities for the residence or utilization by theelderly, including, but not limited to, buildings that areprimarily categorized as fee-based homes for the elderly andelderly housing with support services together with otherfacilities for the elderly, as well as medical facilities) inaccordance with the basic asset management policies set forthin Article 9 (the Rental Housing and the Healthcare Facility
shall be collectively referred to as the “Life and Welfare
Related Facility” hereinafter).

When the Corporationacquires part or all of one or multiple Real Estate, etc. thatcan be integrally used for multiple purposes in terms of social
or economic use or the Real Estate Backed Securities backed
by such Real Estate, etc., the Corporation can acquire such
asset on condition that the primary use of such multi-purpose
facility and the primary use of the portion that the
Corporation will own is the Life and Welfare Related
Facility.
2.

When investing in the assets set forth in the preceding2.

When investing in the Rental Housing, the Corporation shallparagraph, the Corporation shall regionally diversify

regionally diversify investments in order to secure stable cash

investments in order to secure stable cash flows by mitigatingflows by mitigating risks associated with changes in local

risks associated with changes in local economies and rental

economies and rental markets, and with earthquakes, etc.

markets, and with earthquakes, etc.

The investment

The investment territory for the Rental Housing shall include

territory shall include the national capital region, ordinance-

the national capital region, ordinance-designated cities,

designated cities, prefectural capitals and other similar cities,

prefectural capitals and other similar cities, and commuting

and commuting areas around thereof, and the Corporation

areas around thereof, and the Corporation shall diversify

shall diversify investments throughout Japan by region.

investments throughout Japan by region.

The Corporation

shall diversify investments with different categories of theRental Housing in order to secure stable cash flows by
mitigating risks associated with changes in the rental markets
for each category of the Rental Housing.

The categories of

the Rental Housing for investments shall be the one-room
type and the family-type.
3.

When investing in the assets set forth in Paragraph 1 above,
the Corporation shall diversify investments with different
categories of the Rental Housing in order to secure stable-4-(Deleted)

Current Articles of Incorporation

Proposed Amendments

cash flows by mitigating risks associated with changes in therental markets for each category of the Rental Housing.

The

categories of the Rental Housing for investments shall be the
one-room type and the family-type.
4.

When investing in each Real Estate, etc., the Corporation

3.

When investing in the Rental Housing, the Corporation shall

shall make comprehensive judgements based on an

make comprehensive judgements based on an examination of

examination

full

investment value, whereby a full investigation is conductedinvestigation is conducted in respect of expected earnings,

in respect of expected earnings, site area and housingsite area and housing environment, construction andenvironment, construction and equipment specifications,equipment specifications, earthquake-resisting capacity,

earthquake-resisting

related rights, building management conditions, environment

management conditions, environment and geology of theofinvestment

value,

wherebyaand geology of the relevant Real Estate, etc. and others.

capacity,

relatedrights,building

relevant Rental Housing and others.

(New Provision)

4.

When investing in the Healthcare Facility, the Corporation
shall mainly invest in facilities located in Three Major
Metropolitan Areas consisting of the greater Tokyo area, theChukyo area and the Kinki area where concentration of theentire population and the elderly population can be expected
to secure medium to long-term stable management, as well as
invest in the Healthcare Facilities located throughout Japan
to diversify the risk of the portfolio.

(New Provision)

5.

When investing in the Healthcare Facility, the Corporation
shall

make

comprehensive

judgements

based

on

comprehensive examination of (i) general factors including
economic factors (such as economic and financial condition,
trend in financial and real estate market), social factors (suchas trend in the elderly population and the number of those
who are certified for being eligible of long term care) andadministrative factors (such as nursing and medical insurance
system and regulations on the Healthcare Facility supply), (ii)local factors of the surrounding area of the property (such astransportation accessibility, vicinity to retail and public
facilities, quality for residence; hereinafter the same shallapply), and (iii) factors for the individual property such as
specification of the building and performance of the operator
as tenant and level of rent.
(New Provision)

6.

While the Corporation generally aims to own the properties
for medium to long-term, if necessary for maintenance of
optimal composition of the portfolio, the Corporation shallmake comprehensive determinations for the benefit of theunitholders with its best effort concerning the sale of the Real
Estate, etc. or the Real Estate Backed Securities which the
Corporation owns, taking into consideration the current andfuture profitability of the Real Estate, etc. (including thoseunderlying the Real Estate Backed Securities; the same shallapply in this paragraph), the condition of the area where theproperty is located, the status of deterioration andobsolescence of the Real Estate, etc., and the composition of
the Corporation’s portfolio.

The Corporation shall makecomprehensive examination of market condition and thecomposition of the Corporation’s portfolio when it sells theReal Estate, etc. or the Real Estate Backed Securities.
5.

Notwithstanding the provisions of the preceding paragraphs,

7.

Notwithstanding the provisions of the preceding paragraphs,

if a sudden change in the macroeconomic variables or theif a sudden change in the macroeconomic variables or the

management environment of the Corporation arises, such as

management environment of the Corporation arises, such aschangeschangesingeneraleconomic

conditions,monetaryingeneraleconomic

conditions,monetary

conditions, consumption trends, real estate market trends, etc.

conditions, consumption trends, real estate market trends, etc.

that may detract from unitholder interest in the Real Estate,that may detract from unitholder interest in the Real Estate,etc., the Corporation may take measures necessary to secure

etc., the Corporation may take measures necessary to secure

the interest of the unitholders.

the interest of the unitholders.

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6.

Proposed Amendments

The investment ratio of the assets to be acquired by the8.

The proportion of the aggregate value of the specified real

Corporation shall be subject to the following policy.

estate (this means among the Specified Assets that the

The proportion of the aggregate value of the specified real

Corporation acquires, real estate, real estate leasehold rights

estate (this means among the Specified Assets that theor surface rights or beneficiary interests having real estate

Corporation acquires, real estate, real estate leasehold rights

ownership, leasehold rights in land or surface rights as trustor surface rights or beneficiary interests having real estate

assets) to the aggregate value of the Specified Assets held byownership, leasehold rights in land or surface rights as trust

the Corporation shall be no less than 75%.

assets) to the aggregate value of the Specified Assets heldby the Corporation shall be no less than 75%.
7.

(Omitted)

9.

(Unchanged)

8.

Any and all transactions, excluding the transactions set forth

10.

Any and all transactions, excluding the transactions set forthin Paragraphs 2, 3, 4 and 7 above, shall be made only when it

in Paragraphs 2, 4, 6 and 9 above, shall be made only when it

is determined (i) that such transactions are allowed underis determined (i) that such transactions are allowed underlaws and ordinances, regulations established by thelaws and ordinances, regulations established by theInvestment Trusts Association, Japan (the “Investment Trusts

Investment Trusts Association, Japan (the “Investment Trusts

Association”) and these Articles of Incorporation, and (ii)

Association”) and these Articles of Incorporation, and (ii)that such transactions are beneficial for the management ofthat such transactions are beneficial for the management of

the assets of the Corporation.

the assets of the Corporation.

Article 11. (Assets as Target for Asset Management)

Article 11. (Assets as Target for Asset Management)

1.

1.

The Corporation shall invest in Real Estate, etc. set forth in

The Corporation shall invest in Real Estate, etc. set forth inParagraph 2 in accordance with the basic asset management

Paragraph 2 and Real Estate Backed Securities set forth inpolicies set forth in Article 9.

Paragraph 3 in accordance with the basic asset management
policies set forth in Article 9.

2.

(Omitted)(New Provision)

2.

(Unchanged)

3.

The Real Estate Backed Securities set forth in Paragraph 1
shall be as listed below and more than half of underlying
assets of which shall be invested in the Real Estate, etc.

(1)

Preferred equity certificates (as defined in the Act concerning
Liquidation of Assets (Act No. 105 of 1998, as amended;hereinafter the “Asset Liquidation Act”));(2)

Beneficial certificates (as defined in the Investment Trust
Act);

(3)

Investment unit certificates (as defined in the Investment
Trust Act);(4)

Beneficial certificates of specified purpose trust (as definedin the Asset Liquidation Act (excluding those investing in theassets set forth in Paragraph 2 Items (4) or (5) above)); and(5)

Equity interests certificates in anonymous association(meaning as set forth in the Financial Instruments andExchange Act (Act No. 25 of 1948, as amended; hereinafterthe "FIEA").

3.

The Corporation may invest in the following Specified

4.

The Corporation may invest in the following Specified

Assets, in addition to the Real Estate, etc. set forth in the

Assets, in addition to the Real Estate, etc. set forth inpreceding paragraph:

Paragraph 2 and the Real Estate Backed Securities set forthin the preceding paragraph:(1)～(3) (Omitted)(1)～(3) (Unchanged)

(4)

(4)

Securities (meaning securities defined in Article 3, Item 1 ofSecurities (meaning securities defined in Article 3, Item 1 ofthe Investment Trust Act Enforcement Order; Order No. 480

the Investment Trust Act Enforcement Order; Order No. 480

of 2000, as amended) (the “Investment Trust Act

of 2000, as amended) (the “Investment Trust Act

Enforcement Order”) (excluding items falling under

Enforcement Order”) (excluding items falling under

securities among those set forth in Paragraph 2 and thissecurities among those set forth in Paragraph 2, Paragraph 3-6-

Current Articles of Incorporation

Proposed Amendments

paragraph);(5)

and this paragraph);

Monetary receivables (as defined in Article 3, Item 7 of the(Deleted)

Investment Trust Act Enforcement Order) (excluding thoseassets listed in Items 1 through 3 of this paragraph);(6)

Beneficial interests of money trusts the purpose of which is(Deleted)

to invest the trust properties in the assets set forth in each of
the preceding items of this paragraph;(7)

Rights relating to derivative transactions (as defined in(5)

Article 3, Item 2 of the Investment Trust Act Enforcement

Rights relating to derivative transactions (as defined in
Article 3, Item 2 of the Investment Trust Act Enforcement

Order); andOrder);(New Provision)(6)

Monetary receivables (as defined in Article 3, Item 7 of theInvestment Trust Act Enforcement Order) (excluding thoseassets listed in Items 1 through 3 of this paragraph);(New Provision)(7)

Beneficial interests of money trusts the purpose of which is
to invest the trust properties in the assets set forth in each of
the preceding items of this paragraph or the items of
Paragraph 5;(New Provision)(8)

Beneficial interests of money trusts the purpose of which is
to invest the trust properties in equity interests in anonymous
association; and(8)

Renewable energy power generation facilities (as defined in(9)

Article 3, Item 11 of the Investment Trust Act Enforcement

Article 3, Item 11 of the Investment Trust Act Enforcement

Order; hereinafter the same shall apply).
4.

Renewable energy power generation facilities (as defined inOrder; hereinafter the same shall apply).

(Omitted)

5.

(Unchanged)(1), (2) (Omitted)(1), (2) (Unchanged)

(3)

(3)

Specified contribution as set forth in Article 2, Paragraph 6

Specified contribution as set forth in Article 2, Paragraph 6of the Act concerning Liquidation of Assets (Act No. 105 ofof the Asset Liquidation Act (limited to the case where the1998, as amended; hereinafter the “Asset Liquidation Act”)

investment in the assets listed in Paragraph 2, Items (1)(limited to the case where the investment in the assets listed

through (4) is practically intended);in Paragraph 2, Items (1) through (4) is practically intended);(4), (5) (Omitted)(6)(4), (5) (Unchanged)

Beneficial interests of money trusts the purpose of which is(Deleted)

to invest the trust properties in assets set forth in each of thepreceding items.
5.

Regarding the rights to be represented on securities as

6.

Regarding the rights to be represented on securities asprescribed in Article 2, Paragraph 2 of the Financialprescribed in Article 2, Paragraph 2 of the FIEA, if securities

Instruments and Exchange Act (Act No. 25 of 1948, asthat represent the relevant rights are not issued, such rights

amended; hereinafter the "FIEA"), if securities that represent

shall be deemed as securities and Paragraph 2 throughthe relevant rights are not issued, such rights shall be deemed

Paragraph 5 shall apply.

as securities and Paragraph 2 through Paragraph 4 shallapply.

Article 12. (Investment Restrictions)

Article 12. (Investment Restrictions)

1.

1.

The Corporation shall make an investment in securities and

The Corporation shall make an investment in securities andmonetary receivables set forth in Paragraph 3 of themonetary receivables set forth in Paragraph 4 of thepreceding article putting emphasis on the safety and liquidity

preceding article taking into account the safety, liquidity, or

thereof, but rather shall not seek only to acquire investment

relevance to Specified Assets set forth in Paragraph 2 or 3 ofprofit aggressively.

the preceding article, but rather shall not seek only to acquire
investment profit aggressively.

2.

The Corporation may invest in rights relating to a derivative

2.

The Corporation may invest in rights relating to a derivativetransaction set forth in Paragraph 3, Item (7) of thetransaction set forth in Paragraph 4, Item (5) of theimmediately preceding article; provided, however, that such

immediately preceding article; provided, however, that suchinvestment shall be limited to those to be made for theinvestment shall be limited to those to be made for the

purpose of hedging an interest rate risk or other risks arising

purpose of hedging an interest rate risk or other risks arisingfrom the Corporation’s liabilities.
(New Provision)from the Corporation’s liabilities.
3.

The Corporation shall not proactively invest in renewableenergy power generation facilities set forth in Paragraph 4,
Item (9) of the preceding article, but rather may acquire such

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Current Articles of Incorporation

Proposed Amendments
assets only when it is necessary or useful to acquire such
assets in connection with acquisition of Specified Assets set
forth in Paragraph 2 or 3 of the preceding article in order tosupplement real estate investment which is the Corporation’s
primary investment target.

3.

(Omitted)

4.

(Unchanged)

4.

The Corporation may not invest in real estate located outside

5.

The Corporation may not invest in Real Estate, etc. locatedJapan or assets mainly backed by real estate located outside

outside Japan or assets mainly backed by Real Estate, etc.

Japan, assets denominated in a foreign currency or securities

located outside Japan, assets denominated in a foreign

mainly traded in foreign securities markets.

currency or securities mainly traded in foreign securities
markets.

Article 13. (Leasing of Incorporated Assets)

Article 13. (Leasing of Incorporated Assets)

1.

1.

The Corporation shall, in order to obtain medium and long-

The Corporation, in principle, shall, in order to obtainterm stable earnings from assets, lease real estate from among

medium and long-term stable earnings from assets, lease real

the Specified Assets held by the Corporation throughestate from among the Specified Assets held by the

executing lease agreements with third parties.

Corporation through executing lease agreements with third

Further, withrespect to the real estate which is the trust assets related to theparties.

beneficial interests, among the Specified Assets, held by thetrust assets related to the beneficial interests, among the

Further, with respect to the real estate which is the

Corporation, the Corporation shall cause the trustee of theSpecified Assets, held by the Corporation, the Corporation,

trust to execute lease agreements with third parties in orderin principle, shall cause the trustee of the trust to executeto lease such real estate.

lease agreements with third parties in order to lease such realestate, or execute lease agreements (master lease agreements)
with the trustee and then sublease the premise to third parties
by executing lease agreements (sublease agreements) withthird parties.

2.～4. (Omitted)

2.～4. (Unchanged)

Article 14. (Methods, Standards and Calculation Date of Appraisal

Article 14. (Methods, Standards and Calculation Date of Appraisalof Assets)1.

of Assets)(Omitted)

1.

(Unchanged)(1), (2) (Omitted)(1), (2) (Unchanged)

(3)

(3)

Securities set forth in Article 11, Paragraph 3, Items (3) and(4) above:

Real Estate Backed Securities set forth in Article 11,
Paragraph 3 and securities set forth in Article 11, Paragraph
4, Items (3) and (4) above:
If there is a market price for the relevant Real Estate Backed(4)

If there is a market price for the relevant securities,

Securities or securities, appraisals shall be made at the value

appraisals shall be made at the value based on the market

based on the market price (the price on a financial

price (the price on a financial instruments exchange, theinstruments exchange, the price publicly announced by theprice publicly announced by the securities dealers’securities dealers’ association and others, or the transaction

association and others, or the transaction price concluded on

price concluded on the similar transaction system where

the similar transaction system where purchases, sales andpurchases, sales and cash conversions are made from time

cash conversions are made from time to time; hereinafter theto time; hereinafter the same) or if no market price exists,same) or if no market price exists, the value calculated using

the value calculated using a reasonable method; provided,a reasonable method; provided, however, that, in the case of

however, that, in the case of preferential shares set forth inpreferential shares set forth in Article 2 of the Asset

Article 2 of the Asset Liquidation Act, if there is no value

Liquidation Act, if there is no value calculated based on thecalculated based on the market price or a value calculated

market price or a value calculated using a reasonable

using a reasonable method, appraisals may be made at themethod, appraisals may be made at the acquisition price.

acquisition price.

Monetary receivables set forth in Article 11, Paragraph 3,
Item (5) above:
Appraisals shall be made at the amount obtained bydeducting the allowance for doubtful accounts from theacquisition price; provided, however, that, in the case ofmonetary receivables obtained under par or above par, where
the difference between the acquisition price thereof and theclaim amount is deemed to be of the nature of adjustment ofinterest, appraisals shall be made at the amount obtained by-8-(Deleted)

Current Articles of Incorporation

Proposed Amendments

deducting the allowance for doubtful accounts from the value
calculated by the amortized cost method.
(5)

Beneficial interests of money trusts set forth in Article 11,(Deleted)

Paragraph 3, Item (6) above:
Appraisals shall be made at the value calculated as theamount equivalent to the relevant Corporation’s equity
interests in beneficial interests of money trusts, after (i)aggregating the amount of the investment assets appraisedby the relevant method provided for in Items (1) through (4)and Items (6) and (7) of this paragraph, and if suchcomponent assets are financial assets or liabilities, theamount thereof appraised in accordance with generally
accepted corporate accounting standards and other corporate
accounting practices, and (ii) the amount of liabilities
deducting from the sum thereof.
(6)

Rights relating to derivative transactions set forth in Article(4)11, Paragraph 3, Item (7) above:

Rights relating to derivative transactions set forth in Article
11, Paragraph 4, Item (5) above:(Omitted)(Unchanged)(New Provision)(5)

Monetary receivables set forth in Article 11, Paragraph 4,
Item (6) above:
Appraisals shall be made at the amount obtained bydeducting the allowance for doubtful accounts from theacquisition price; provided, however, that, in the case ofmonetary receivables obtained under par or above par,where the difference between the acquisition price thereof
and the claim amount is deemed to be of the nature ofadjustment of interest, appraisals shall be made at theamount obtained by deducting the allowance for doubtful
accounts from the value calculated by the amortized cost
method.

(New Provision)(6)

Beneficial interests of money trusts set forth in Article 11,
Paragraph 4, Items (7) and (8) above:
Appraisals shall be made at the value calculated as theamount equivalent to the relevant Corporation’s equity
interests in beneficial interests of money trusts, after (i)aggregating the amount of the investment assets appraisedby the relevant method provided for in Items (1) through (5)and Item (7) of this paragraph, and if such component assets
are financial assets or liabilities, the amount thereof
appraised in accordance with generally accepted corporate
accounting standards and other corporate accounting
practices, and (ii) the amount of liabilities deducting fromthe sum thereof.

(7)(Omitted)(7)(Unchanged)

2.

(Omitted)

2.

(Unchanged)

3.

The calculation date of the asset appraisals shall be the3.

The calculation date of the asset appraisals shall be theSettlement Date (as defined in Article 16; hereinafter the

Settlement Date (as defined in Article 16; hereinafter thesame shall apply); provided, however, that, in the case wheresame shall apply); provided, however, that, in the case where

the assets provided for in Paragraph 1, Item (3) and Item (6),the assets provided for in Paragraph 1, Item (3) and Item (4),which may be appraised using the market price thereof, thewhich may be appraised using the market price thereof, thecalculation date shall be the last day of each month.
4.

calculation date shall be the last day of each month.

(Omitted)

4.

(Unchanged)

Article 15. (Cash Distribution Policies)

Article 15. (Cash Distribution Policies)(1)(Omitted)(1)(Unchanged)(2)

If monetary distribution is conducted within the limit of the(2)

If monetary distribution is conducted within the limit of theamount of profit, distribution amounts shall be determined byamount of profit, distribution amounts shall be determined by

the Corporation and such distribution amounts shall exceed

the Corporation and such distribution amounts shall exceed

90% of the profits available for distribution of the

90% of the profits available for distribution of the

Corporation as provided for in Article 67-15 of the Special

Corporation as provided for in Article 67-15 of the Special-9-Current Articles of Incorporation

Proposed Amendments

Taxation Measures Act (Act No. 26 of 1957, as amended)

Taxation Measures Act (Act No. 26 of 1957, as amended;(provided, however, that in case of any change in calculation

hereinafter the “Special Taxation Measures Act”) (provided,of such amounts due to an amendment to relevant laws andhowever, that in case of any change in calculation of such

regulations, the distribution amounts after such change shallamounts due to an amendment to relevant laws andapply).

regulations, the distribution amounts after such change shall

The Corporation may accumulate, retain orotherwise process reserves that are deemed to be necessary

apply).

for maintaining its Investment Assets or improving the value

otherwise process reserves that are deemed to be necessary

The Corporation may accumulate, retain or

thereof such as the long-term reserve for maintenance,

for maintaining its Investment Assets or improving the value

payment reserve, reserve for distribution, reserve forthereof such as the long-term reserve for maintenance,

reduction entry and reserve for temporary difference

payment reserve, reserve for distribution, reserve foradjustment, and other similar reserves and accounts andreduction entry and reserve for temporary differencenecessary amounts from the Distributable Amount.

adjustment, and other similar reserves and accounts andnecessary amounts from the Distributable Amount.

(3)～(7) (Omitted)(3)～(7) (Unchanged)

Article 17. (Borrowings and Issuing Investment Corporation

Article 17. (Borrowings and Issuing Investment Corporation

Bonds)

Bonds)

1.～3. (Omitted)

1.～3. (Unchanged)

4.

4.

In case of borrowing funds, the Corporation shall borrow

In case of borrowing funds, the Corporation shall borrowsuch funds only from the qualified institutional investors

such funds only from the qualified institutional investors

provided for in Article 2, Paragraph 3, Item 1 of the FIEA

provided for in Article 2, Paragraph 3, Item 1 of the FIEA

(limited to institutional investors set forth in Article 67-15,(limited to institutional investors set forth in Article 67-15,

Paragraph 1, Item 1(b)(2) of the Special Taxation Measures

Paragraph 1, Item 1(b)(2) of the Special Taxation Measures

Act (Act No. 26 of 1957, as amended)).

Act).

Article 19. (Convocation of Meetings)

Article 19. (Convocation of Meetings)

1.

(Omitted)

1.

(Unchanged)

2.

A general meeting of unitholders of the Corporation shall be

2.

A general meeting of unitholders of the Corporation shall be

convened on May 1, 2016 or onwards without delay andconvened on December 1, 2021 or onwards without delay andsubsequent meetings shall be convened on May 1 or onwards

subsequent meetings shall be convened on December 1 orwithout delay every two years. In addition, the Corporation

onwards without delay every two years. In addition, themay convene a general meeting of unitholders as necessary.

Corporation may convene a general meeting of unitholders asnecessary.

Article 25. (Record Date)

Article 25. (Record Date)

1.

1.

In a case where the Corporation convenes a general meeting

In a case where the Corporation convenes a general meetingof unitholders pursuant to the provision of the first sentenceof unitholders pursuant to the provision of the first sentenceof Article 19, Paragraph 2, the Corporation shall designateof Article 19, Paragraph 2, the Corporation shall designate

the unitholders registered or recorded in the final register ofthe unitholders registered or recorded in the final register ofunitholders as of March 31, 2016 and on March 31 of every

unitholders as of September 30, 2021 and on September 30

two years onward as unitholders who may exercise the rightsof every two years onward as unitholders who may exercise

thereof at the relevant general meeting of unitholders subject

the rights thereof at the relevant general meeting ofto the convocation.

unitholders subject to the convocation.

2.～3. (Omitted)

2.～3. (Unchanged)

Article 36. (Amount of Compensation or Standards regarding

Article 36. (Amount of Compensation or Standards regarding

Payment of Compensation for the Independent Auditor andPayment of Compensation for the Independent Auditor andTiming of Payment)

Timing of Payment)

The compensation amount to the independent auditor for each fiscal

The compensation amount to the independent auditor for each fiscal

period shall be determined by the Board of Directors to be an

period shall be determined by the Board of Directors to be an

amount not to exceed 30 million yen.

amount not to exceed 30 million yen.

Such amount shall be paid

Such amount shall be paidno later than three months after the relevant Settlement Date by way

no later than the end of the month following the month when theof remittance to a bank account designated by the relevant

Corporation has received all the audit reports required under the

independent auditor.

Investment Trust Act and other relevant laws and regulations for the
relevant Settlement Date, by way of remittance to a bank accountdesignated by the relevant independent auditor.

Article 40. (Burden of Expenses)

Article 40. (Burden of Expenses)- 10 -

Current Articles of Incorporation

Proposed Amendments

The Corporation shall bear the following expenses:

The Corporation, in principle, shall bear the following expenses:(New Provision)

CHAPTER VIII
SUPPLEMENTARY PROVISIONS(New Provision)

Article 41. (Supplementary Provisions)(New Provision)

1.

The amendments to the heading, Article 1, each Paragraph of
Article 10, Article 11, Paragraph 1 and Paragraphs 3 through6, each Paragraph of Article 12, Article 13, Paragraph 1,
Article 14, Paragraph 1, Items 3 through 6 and Paragraph 3,
Article 19, Paragraph 2, Article 25, Paragraph 1 and Exhibit
I shall take effect on the effective date of the absorption-typemerger between the Corporation as the surviving corporation
and Nippon Healthcare Investment Corporation as theabsorbed corporation under the merger agreement dated
November 19, 2019 entered into between the Corporation
and Nippon Healthcare Investment Corporation (the“Merger”) on condition that the Merger takes effects.

(New Provision)

2.

The amendments to Article 3, Article 36 and Article 40 shalltake effect on April 1, 2020.

(New Provision)

3.

Paragraph 1 of this article shall be deleted on the effective
date of the Merger and Paragraph 2 of this article shall bedeleted on April 1, 2020 and this chapter shall be deleted
when the two preceding paragraphs have been deleted.

Exhibit I

Exhibit I(1) Management Fee 1(1) Management Fee 1

Each fiscal period of the Corporation shall be divided into [a] theEach fiscal period of the Corporation shall be divided into [a] theperiod from the initial day of the relevant fiscal period to the day

period from the initial day of the relevant fiscal period to the day

corresponding to three months after the immediately precedingcorresponding to three months after the immediately preceding

Settlement Date and [b] the period from the day following the final

Settlement Date and [b] the period from the day following the final

day of the above-mentioned period until the Settlement Dateday of the above-mentioned period until the Settlement Date(hereinafter each referred to as the "Calculation Period") and for(hereinafter each referred to as the "Calculation Period") and foreach Calculation Period, this shall be the amount obtained byeach Calculation Period, this shall be the amount obtained bymultiplying the total asset value shown on the balance sheet (limited

multiplying the total asset valuation amount which is calculated byto the one that has received approval prescribed in Article 131,the following method by a rate that will be a maximum of 0.20%

Paragraph 2 of the Investment Trust Act) as of the immediately(annual rate) (prorated based on a 365-day year, according to thepreceding Settlement Date of the Corporation by a rate that will be

actual number of days in the relevant Calculation Period, with units

a maximum of 0.50% (annual rate) (prorated based on a 365-dayof less than one yen disregarded). The Management Fee 1 shall be

year, according to the actual number of days in the relevant

paid by each of payment dates (which are the last day of February,

Calculation Period, with units of less than one yen disregarded). The

May, August and November of each year) that falls immediately

Management Fee 1 shall be paid by each of payment dates (which

after the last day of each Calculation Period.

are the last day of February, May, August and November of each

The total asset valuation amount for each Calculation Period shallyear) that falls immediately after the last day of each Calculation

mean the total of the appraisal value (meaning the appraisal value

Period.

or other value which is obtained pursuant to Article 14, Paragraph2; provided, however, that, if such value is not available, theacquisition price (as shown in the relevant agreement for acquisitionof such assets and excluding acquisition related costs as well as
national and local consumption taxes; hereinafter the same shallapply) shall be applied) of real estate related investment assets(meaning the Real Estate, etc. and the Real Estate Backed
Securities; hereinafter the same shall apply) as of the immediately
preceding Settlement Date of the Corporation.

(2) Management Fee 2(2) Management Fee 2

This shall be the amount that results from multiplying net income

This shall be the amount that results from multiplying net income

before income taxes (excluding gain on negative goodwill) prior tobefore income taxes (the amount after adding goodwill amortization

the deduction of Management Fee 2 calculated for each fiscal period

cost and deducting gain on negative goodwill) prior to the deductionof the Corporation by a rate that will be a maximum of 3.0% (annualof Management Fee 2 calculated for each fiscal period of therate) (with units of less than one yen disregarded). The Management

Corporation by a rate that will be a maximum of 8.0% (with units

Fee No. 2 shall be paid by the end of the month that follows theof less than one yen disregarded). The Management Fee No. 2 shall- 11 -

Current Articles of Incorporation

Proposed Amendments

month when the Board of Directors of the Corporation approved thebe paid by the end of the month that follows the month when thefinancial statements, etc.

Board of Directors of the Corporation approved the financial
statements, etc.

(3) Acquisition Fee(3) Acquisition Fee

This shall be the amount that results from multiplying thea.

This shall be the amount that results from multiplying theacquisition price (excluding the amounts equivalent to national andacquisition price by a rate that will be a maximum of 1.0%

local consumption tax for the building) by a rate that will be a(with units of less than one yen disregarded) in a case where

maximum of 1.0% (with units of less than one yen disregarded) in

the Rental Housing is acquired (excluding acquisitiona case where assets are acquired (excluding acquisition through amerger). The term "acquisition price" means the amount stated inthrough a merger).
b.

This shall be the amount that results from multiplying thethe purchase and sale agreement, excluding the costs in connection

acquisition price by a rate that will be a maximum of 1.5%

with the acquisition as well as the national and local consumption(with units of less than one yen disregarded) in a case where

tax. The Acquisition Fee shall be paid by the end of the month thatthe Healthcare Facility is acquired (excluding acquisition

follows the month to which the day of acquisition belongs (i.e., theday when the transfer of rights, including the transfer of ownership,

through a merger).
c.

takes effect).

The Acquisition Fee shall be paid by the end of the monththat follows the month to which the day of acquisition
belongs (i.e., the day when the transfer of rights, including
the transfer of ownership, takes effect).

(4) Transfer Fee(4) Transfer Fee

This shall be the amount that results from multiplying the sale priceThis shall be the amount that results from multiplying the sale price(excluding the amounts equivalent to national and local

by a rate that will be a maximum of 0.5% (with units of less thanconsumption tax on the building) by a rate that will be a maximum

one yen disregarded) in a case where real estate related investmentof 0.5% (with units of less than one yen disregarded) in a case whereassets are transferred (excluding transfer through a merger). The

assets are transferred (excluding transfer through a merger). The

term "sale price" means the price as shown in the relevant agreement

term "sale price" means the amount stated in the purchase and salefor transfer of such assets and excluding transfer related costs asagreement, excluding the costs in connection with the transfer aswell as national and local consumption taxes. The Transfer Fee shallwell as the national and local consumption tax. The Transfer Fee

be paid by the end of the month that follows the month to which theshall be paid by the end of the month that follows the month today of transfer belongs (i.e., the day when the transfer of rights,

which the day of transfer belongs (i.e., the day when the transfer ofincluding the transfer of ownership, takes effect).

rights, including the transfer of ownership, takes effect).
(5) Merger Fee(5) Merger Fee

This shall be, in case of a merger with another investment

This shall be, in case of a merger with another investment

corporation (including a consolidation-type merger and an

corporation (including a consolidation-type merger and anabsorption-type merger whereby the Corporation is the surviving

absorption-type merger whereby the Corporation is the surviving

corporation or the absorbed corporation; hereinafter the same shallcorporation or the absorbed corporation; hereinafter the same shallapply), when the Asset Management Company investigates andapply), when the Asset Management Company investigates andevaluates the assets, etc. held by the other party of the merger andevaluates the assets, etc. held by the other party of the merger andperforms other services related to the merger on behalf of theperforms other services related to the merger on behalf of the

Corporation and the merger takes effect, the amount that results

Corporation and the merger takes effect, the amount that resultsfrom multiplying the total valuation amount of real estate, etc. heldfrom multiplying the total valuation amount of real estate relatedby the other party of the merger that is to be succeeded to or to beinvestment assets held by the other party of the merger that is to beheld by the newly established entity under the consolidation-type

succeeded to or to be held by the newly established entity under themerger or the surviving corporation under the absorption-type

consolidation-type merger or the surviving corporation under themerger on the day that the merger takes effect by a rate that will beabsorption-type merger on the day that the merger takes effect by aa maximum of 1.0% (with units of less than one yen disregarded).

rate that will be a maximum of 1.0% (with units of less than one yen

The Merger Fee shall be paid within three months from the end ofdisregarded). The Merger Fee shall be paid within three months

the month to which the effective date of the merger belongs.

from the end of the month to which the effective date of the merger
belongs.

- 12 -

Resolution 2: Appointment of Two (2) Executive Directors
Since Executive Director Ikuo Shoda has shown his intention to resign as of the date immediately preceding theeffective date of the Merger in anticipation of the Merger taking into effect, JRH requests for the appointment of two
Executive Directors as of the effective date of the Merger, subject to the Merger taking effect.
By application of the first sentence of Article 28, Paragraph 1 of the current Articles of Incorporation, the term ofoffice of the Executive Directors under this resolution shall be two years from the effective date of the Merger.
This proposal for resolution is submitted based on the agreement of all Supervisory Directors of JRH at themeeting of the Board of Directors held on December 24, 2019.
The candidates for Executive Directors are as set forth below.
Candidate
NameProfessional History, Significant Concurrent Positions, andnumber(Date of Birth)
Position and Duties in Charge at JRH
April 1979
Daiwa Securities Co. Ltd. (currently, Daiwa Securities GroupInc.)
February 2002
Head of Investment Trust Department of Daiwa Securities Co.
Ltd.
April 2007
Senior Managing Director of Daiwa Securities Co. Ltd.
Ikuo Shoda
1
April 2009
Executive Managing Director of Daiwa Securities Co. Ltd.
August 12, 1955
April 2011
Senior Executive Managing Director of Daiwa Asset Management
Co. Ltd.
April 2016
Adviser of Daiwa Asset Management Co. Ltd.
Executive Director, Japan Rental Housing Investments Inc.
May 2018(present)
April 1979
Daiwa Securities Co. Ltd. (currently, Daiwa Securities GroupInc.)
Head of Investment Advisory & Trading Department of Daiwa
April 1999
Securities Co. Ltd.
Head of Accounting & Finance Department of Daiwa Securities
February 2000
Co. Ltd.
Head of Corporate Planning Department of Daiwa Securities Co.
April 2001
Ltd.
Executive Officer (Planning Officer and Head of Secretariat) of
May 2004
Daiwa Securities SMBC Co. Ltd. (currently, Daiwa Securities Co.
Shunichi Suzuki
2
Ltd.)February 14, 1957
Executive Officer (Fixed Income Officer) of Daiwa Securities
April 2005
SMBC Co. Ltd. (currently, Daiwa Securities Co. Ltd.)
President of Daiwa Securities Loan Co., Ltd.
April 2007
President of Daiwa Sanko Co., Ltd. (currently, Daiwa Office
June 2010
Services Co., Ltd.)
Advisor of Daiwa Sanko Co., Ltd. (currently, Daiwa Office
April 2017
Services Co., Ltd.)
Executive Director, Nippon Healthcare Investment Corporation
July 2018(present)
1. The above referenced candidates for Executive Directors do not hold any investment units of JRH.
2. Among the candidates, Ikuo Shoda is currently in charge of overall business operation of JRH as the executive director of JRH.
3. Among the candidates, Shunichi Suzuki is currently in charge of overall business operation of Nippon Healthcare Investment
Corporation as the executive director of the said investment corporation, which entered into a merger agreement with JRH on
November 19, 2019.
4. Other than the above, there are no special interests between the above referenced candidates for Executive Directors and JRH.

- 13 -

Resolution 3: Appointment of Three (3) Supervisory Directors
Since Supervisory Directors Kouhei Yabuta and Jun Nagamine have shown their intention to resign as of the date
immediately preceding the effective date of the Merger in anticipation of the Merger taking into effect, JRH requests
for the appointment of three Supervisory Directors as of the effective date of the Merger, subject to the Merger taking
effect.
By application of the first sentence of Article 28, Paragraph 1 of the current Articles of Incorporation, the term ofoffice of the Supervisory Directors under this resolution shall be two years from the effective date of the Merger.
The candidates for Supervisory Directors are as set forth below.
Candidate
NameProfessional History, Significant Concurrent Positions, andnumber(Date of Birth)
Position at JRH
March 1991
Completed the Legal Research and Training Institute of theSupreme Court of Japan (the 43rd term)
Bar admission (Daiichi Tokyo Bar Association)
April 1991
Joined the Hashidate Law Office
Kouhei Yabuta
1Partner attorney at the Hashidate Law Office (present)
April 1997
December 24, 1961
Supervisory Director, Japan Rental Housing Investments Inc.
January 2006
(present)
Tokyo District Court Civil Conciliation Commissioner (present)
April 2016
April 2016
Auditor (Part-time), Tranzax Co., Ltd (present)
September 1981
Tohmatsu Awoki & Co. (currently, Deloitte Touche Tohmatsu
LLC)
September 1983
Tohmatsu Touche Ross Consulting Co., Ltd. (currently, ABeam
Consulting Ltd.)
September 1987
Registered as a certified public accountant
September 1987
Bankers Trust Company (currently, Deutsche Bank)
September 1989
Opened Nagamine Accounting Office, Representative
Jun Nagamine
2
February 1990
Registered as a certified public tax accountant
March 10, 1957
October 2001
TPI Limited Co. (currently, JC Accounting KK), President andCEO (present)
March 2008
GCA Savvian Group Corp., Auditor
January 2009
Supervisory Director, Japan Rental Housing Investments Inc.
(present)
April 2009
Nagamine Mishima Accounting Office, Partner (present)
April 2018
Auditor, Supernurse Co., Ltd. (present)
November 1981
Coopers & LybrandMarch 1984
Registered as a certified public accountant
Representative of Nakata CPA Firm (present)
July 1996
Representative Director, Nakata Business Consulting LLC
Chizuko Nakata
3(currently, Nakata Business Consulting Co., Ltd.) (present)
September. 29, 1956
May 2000
Registered as a certified public tax accountant
August 2014
Supervisory Director, Nippon Healthcare Investment Corporation(present)
December 2015
Auditor, Nihon Nohyaku Co., LTD. (present)
1. None of the above referenced candidates for Supervisory Directors hold investment units of JRH.
2. Among the candidates, Kouhei Yabuta and Jun Nagamine are currently supervising the general operations of JRH by its executive
director as supervisory directors of JRH.
3. Among the candidates, Chizuko Nakata is currently supervising the general operations of Nippon Healthcare Investment Corporation
by its executive director as a supervisory director of the said investment corporation, which entered into a merger agreement with JRH
on November 19, 2019.
4. Other than the above, there are no special interests between the above referenced candidates for Supervisory Directors and JRH.

Reference Items
In cases where two or more proposals are submitted to the General Meeting of Unitholders and one proposal is in
conflict in its nature with another proposal, both of such proposals shall be excluded from “deemed approval”
prescribed in Article 24 of the current Articles of Incorporation pursuant to Article 93, Paragraph 1 of the Act
Concerning Investment Trusts and Investment Corporations.
With respect to Resolution 1 through Resolution 3 above, none fall under the category of conflicting proposals.
END- 14 -