May 9, 2012

Dear Unitholders:
6-16-12 Shinbashi, Minato-ku, TokyoJapan Rental Housing Investments Inc.
Executive Director Toshiya Kuroda
Convocation Notice of the 9th General Meeting of Unitholders
This is to inform you that the 9th General Meeting of Unitholders of Japan Rental Housing
Investments Inc. (“JRH”) will be held as described below. You are cordially invited to attend theGeneral 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 arerequested to carefully examine the attached "Reference Documents Concerning the General
Meeting of Unitholders" and, after indicating your votes for or against each proposal on theenclosed voting rights exercise form, to send such form to us, ensuring that the form reaches
us by no later than 6:00 p.m. on Wednesday, May 23, 2012.
In accordance with Article 93, Paragraph 1 of the Law Concerning Investment Trusts andInvestment 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 ofUnitholders and do not exercise your voting rights via the voting rights exercise form, yourvoting rights will be included in the number of voting rights of the unitholders in attendance
and JRH will deem that you have voted in favor of each proposal submitted to the General
Meeting of Unitholders.
(Extract from the Current Articles of Incorporation of JRH)
Article 24 (Deemed Approval)
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 withthe preceding paragraph shall be included in the number of voting rights of the unitholders in attendance.

Details
1． Date and Time:
2． Place:

May 24, 2012 (Thursday) at 10:00 a.m.
1-18-1 Shimbashi, Minato-ku, Tokyo
Aviation Building 7th Floor Large Hall
(Please refer to the “Directions to the 9th General Meeting of Unitholders” at
the end of this document.)

3． Purpose of the General Meeting of Unitholders:
Resolutions
Resolution 1:
Amendments to the Articles of Incorporation
Resolution 2:
Appointment of Three (3) Executive Directors
Resolution 3:
Appointment of Four (4) Supervisory Directors
END* If you attend the General Meeting of Unitholders in person, please submit the enclosed voting rights exercise form to thereceptionist at the venue.

- 1 -* If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting rights to attend theGeneral 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.
* After the conclusion of the General Meeting of Unitholders, the “Session of Asset Management Report” will be held at
the same venue by Mi-Casa Asset Management Inc., the asset management company of JRH.
* Method of publicizing in the case of revision of the Reference Documents Concerning the General Meeting ofUnitholders:
Please note that any revisions that are required to be made, by the date preceding the date of the General Meeting ofUnitholders, to the matters included in the Reference Documents Concerning the General Meeting of Unitholders will be
posted on JRH’s Web Site (http://www.jrhi.co.jp/).

- 2 -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) JRH will revise necessary wording in connection with the revision of the Ordinance for
Enforcement of the Special Measures Concerning Taxation Act (Cabinet Order No. 43 of1957, as amended), which prescribes the requirement that offerings relating to investment
units be mainly conducted within Japan, which is one of the requirements for investment
corporations to receive tax exemption prescribed in the Special Measures Concerning
Taxation Act (Act No. 26 of 1957, as amended; hereinafter, "SMCTA").
(2) Regarding rental housing categories for conducting the diversified investment portion of its
investment policy, JRH will reorganize the current Studio type, Family type and Premium
type into just the Studio type and the Family type.
(3) JRH will revise necessary wording in conjunction with the change of requirements
regarding the reduction of registration and license tax on registrations of real property
ownership transfer resulting from the SMCTA revision.
(4) Regarding Management Fee No. 1, which is one of the asset management fees that JRH
pays the asset management company, the total asset value on the balance sheet that is thebasis of calculation will be changed from the average monthly ending balance to the total
asset value of the immediately preceding accounting settlement.
(5) In addition, these amendments will revise necessary wording, amend, standardize andclarify certain expressions and otherwise organize provisions.
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

CHAPTER II

Draft Amendments

Investment Units

CHAPTER II

Investment Units

Article 5 (Total Number of Investment Units
Authorized for Issue, etc.)
1. (Omitted)
2. The issue value of investment units offeredwithin Japan shall account for more than 50%of the total amount of the issue value ofinvestment units issued by JRH.
3. (Omitted)

Article 5 (Total Number of Investment Units
Authorized for Issue, etc.)
1. (Unchanged)
2. The issue value of investment units offeredwithin Japan shall account for more than 50%of the total amount of the issue value ofinvestment units of JRH.
3. (Unchanged)

CHAPTER III The Subjects, Plan andCalculation of Asset Management

CHAPTER III The Subjects, Plan andCalculation of Asset Management

Article 10 (Investment Plan)
1-2 (Omitted)
3. In investing in the assets prescribed in
Paragraph 1, JRH shall conduct diversified
investment in different rental housing

Article 10 (Investment Plan)
1-2 (Unchanged)
3. In investing in the assets prescribed in
Paragraph 1, JRH shall conduct diversified
investment in different rental housing- 3 -Current Articles of Incorporation

Draft Amendments
categories in order to promote thestabilization of cash flow by reducing thefluctuation risk of rental market conditions
among the rental housing categories. The
rental housing categories invested in shall be
the Studio type and the Family type.

categories in order to promote thestabilization of cash flow by reducing thefluctuation risk of rental market conditions
among the rental housing categories. The
rental housing categories invested in shall be
the Studio type, the Family type and thePremium type.
4-5 (Omitted)
6. The allocation rate of assets that JRH acquires
shall be according to the plan stated below.
The total amount of the value of the specified
real estate (this means among the specified
assets that JRH acquires, real estate, realestate leasehold rights, surface rights or
beneficiary interests having real estate,leasehold rights in land or surface rights astrust assets) shall account for more than 75%of the total amount of the value of specified
assets held by JRH.
7-9
(Omitted)
Article 11 (Specified Assets Subject to Major
Investment)
1-2 (Omitted)
3. (Omitted)(1)-(3)(Omitted)(4) Securities (this means securitiesprescribed in Article 3, Item 1 of theOrdinance for Enforcement of the Act
Concerning Investment Trusts andInvestment Corporations (Cabinet OrderNo. 480 of 2000, as amended)("Investment Trust Act Enforcement
Ordinance")) (except items coming
under Paragraph 2 and the preceding
items of this paragraph)(5)
Monetary claims (this means themonetary claims prescribed in Article 3,
Item 7 of the Investment Trust Act
Enforcement Ordinance)(6)

The beneficiary interest of a monetarytrust whose purpose is investment having
the assets listed in the items above as thetrust assets.
(7) (Omitted)
4. (Omitted)(1)-(3)(Omitted)

4-5 (Unchanged)
6. The allocation rate of assets that JRH acquires
shall be according to the plan stated below.
The total amount of the value of the specified
real estate (this means among the specified
assets that JRH acquires, real estate, realestate leasehold rights or surface rights or
beneficiary interests having real estate
ownership, leasehold rights in land or surface
rights as trust assets) shall account for morethan 75% of the total amount of the value of
specified assets held by JRH.
7-9 (Unchanged)
Article 11 (Specified Assets Subject to Major
Investment)
1-2 (Unchanged)
3. (Unchanged)(1)-(3)(Unchanged)(4) Securities (this means securitiesprescribed in Article 3, Item 1 of theOrdinance for Enforcement of the Act
Concerning Investment Trusts andInvestment Corporations (Cabinet OrderNo. 480 of 2000, as amended)("Investment Trust Act Enforcement
Ordinance")) (except items coming
under securities among those expressly
stated in Paragraph 2 and this paragraph)(5) Monetary claims (this means themonetary claims prescribed in Article 3,
Item 7 of the Investment Trust Act
Enforcement Ordinance; except assets
listed in Items 1 through 3 of thisparagraph)(6) The beneficiary interest of a monetarytrust whose purpose is investment having
the assets listed in the items in thisparagraph as the trust assets.
(7) (Unchanged)
4. (Unchanged)(1)-(3)(Unchanged)- 4 -Current Articles of Incorporation

Draft Amendments(4)

Equity interests of associationsprescribed in Article 667 of the Civil
Code that are incidental to investmentsin specified assets (limited to thoseestablished by investment of real estateand leasehold rights in real estate or
surface rights with the purpose of theleasing, operation and management
thereof)(5)

Movables under the Civil Code

(6)

(Omitted)(New Provision)

Article 14 (Method, Standards and Record Date ofAsset Valuation)
1. JRH's method of asset valuation shall be
determined for each type of operating assets,
as set forth below, in accordance with theRegulations on the Calculation of Investment
Corporations (Cabinet Office Ordinance No.
47 of 2006, as amended), the Regulations on
Real Estate Investment Trusts and Real Estate
Investment Corporations established by theInvestment Trusts Association, Japan(“ITAJ”), other regulations of the ITAJ andother generally accepted corporate accounting
practices.
(1)
(2)

(4)

Equity interests of associationsprescribed in Article 667 of the Civil
Code (Law No. 89 of 1896, as amended;hereinafter, "Civil Code") that are
incidental to investments in specified
assets (limited to those established byinvestment of real estate and leasehold
rights in real estate or surface rights withthe purpose of the leasing, operation andmanagement thereof)(5) Movables under the Civil Code (this islimited to facilities, equipment and otheritems annexed to structures or for use onreal estate)(6) (Unchanged)
5. In a case where, regarding Rights to Be
Indicated on Securities as prescribed in
Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act (Act No. 25 of1948, as amended; hereinafter "FIEA"),
securities that indicate the relevant rights are
not issued, such rights shall be deemed suchsecurities and Paragraph 2 through Paragraph4 shall apply.

Article 14 (Method, Standards and Record Date ofAsset Valuation)
1. JRH's method of asset valuation shall be
determined for each type of operating assets,
as set forth below, in accordance with theRegulations on the Calculation of Investment
Corporations (Cabinet Office Ordinance No.
47 of 2006, as amended), the Regulations on
Real Estate Investment Trusts and Real Estate
Investment Corporations established by theInvestment Trusts Association, Japan(“ITAJ”), other regulations of the ITAJ, andgenerally accepted corporate accounting
standards and other corporate accounting
practices.
(Omitted)(1) (Unchanged)
The trust beneficiary interest and silent(2) The trust beneficiary interest and silent
partnership interests in real estate
partnership interests in real estateprescribed in Article 11, Paragraph 2,prescribed in Article 11, Paragraph 2,
Items 4 through 7
Items 4 through 7This shall be the amount equivalent toThis shall be the amount equivalent tothe beneficiary interest share of thethe beneficiary interest share of therelevant trust or the amount equivalent torelevant trust or the amount equivalent tothe silent partnership interests calculated
the silent partnership interests calculated- 5 -Current Articles of Incorporation

Draft Amendments[a] in the case where the trust property or
the assets of the silent partnership areassets listed in the preceding item, byperforming valuation in accordance withthe preceding item or [b] in the case offinancial assets and liabilities, byperforming valuation in accordance withgenerally accepted corporate accounting
practices, and then deducting the totalsum of liabilities from the total sum ofassets.
(3)

Securities prescribed in Article 11,
Paragraph 3, Item 3 and Item 4
If there is a market price for the relevant
securities, this shall be an amount basedon the market price (this means the
trading price on the exchange, the pricepublicly announced by the Japan
Securities Dealers Association, etc. or
the trading price established by a trading
system that can perform purchase andsale realization, etc. similar to these asneeded; hereinafter, the same shallapply). If there is no market price, thisshall be an amount that is reasonably
calculated; provided, however, that in acase where there is no market price orreasonably calculated price such as set
forth above regarding preferred equity
securities prescribed in Article 2 of theAsset Securitization Act, it is possible tovalue the securities using the cost of
acquisition.

(3)

(4)
(5)

(Omitted)
Beneficiary Interest of Monetary Trustprescribed in Article 11, Paragraph 3,
Item 6This shall be valuated using the amountthat results from [a] performing
valuation in accordance with thevaluation method for the relevant
investment asset prescribed in Items 1
through 4, Item 6 and Item 7 of thisparagraph according to the assets
managed, and, but [b] in the case offinancial assets and liabilities, uponcomplying with generally accepted

(4)
(5)

- 6 -

[a] in the case where the trust property or
the assets of the silent partnership areassets listed in the preceding item, byperforming valuation in accordance withthe preceding item or [b] in the case offinancial assets and liabilities, byperforming valuation in accordance withgenerally accepted corporate accounting
standards and other corporate accounting
practices, and then deducting the totalsum of liabilities from the total sum ofassets.
Securities prescribed in Article 11,
Paragraph 3, Item 3 and Item 4
If there is a market price for the relevant
securities, this shall be an amount basedon the market price (this means the
trading price on a financial instruments
exchange, the price publicly announced
by the Japan Securities Dealers
Association, etc. or the trading priceestablished by a trading system that canperform purchase and sale realization,etc. similar to these as needed;hereinafter, the same shall apply). If
there is no market price, this shall be an
amount that is reasonably calculated;
provided, however, that in a case where
there is no market price or reasonably
calculated price such as set forth above
regarding preferred equity securitiesprescribed in Article 2 of the Asset
Securitization Act, it is possible to value
the securities using the cost of
acquisition.
(Unchanged)
Beneficiary Interest of Monetary Trustprescribed in Article 11, Paragraph 3,
Item 6This shall be valuated using the amountthat results from [a] performing
valuation in accordance with thevaluation method for the relevant
investment asset prescribed in Items 1
through 4, Item 6 and Item 7 of thisparagraph according to the assets
managed, and, but [b] in the case offinancial assets and liabilities, uponcomplying with generally acceptedCurrent Articles of Incorporation

Draft Amendments

corporate accounting practices,
deducting the total sum of liabilities
from the total sum of assets andcalculating the an amount equivalent tothe beneficiary interest share of therelevant trust.
(6)

Rights relating to Derivative
Transactions prescribed in Article 11,
Paragraph 3, Item 7
Claims and obligations arising due to thetrades listed on an exchange shall beamounts calculated based on the final
prices of such exchange (i.e., the closing
price, but if there is no closing price, thequotation (i.e., the lowest publicly
announced selling quotation or thehighest publicly announced buying
quotation, or if both are publicly
announced, the middle rate)) If there isno closing price on the same day, thisshall be the amount calculated based on
the closing price the closest precedingday. Claims and obligations arising due
to trades for which there is no exchange
market rate shall be the amount that canbe reasonably calculated as similar to themarket price, if such can be calculated.
Trades for which it is found very
difficult to calculate a fair appraisedvalue shall be valuated based on the costof acquisition. Hedge accounting may be
applied to transactions that are found tobe hedge transactions under generally
accepted corporate accounting practices.

(6)

(7)

Miscellaneous
Cases not prescribed in the above items
shall be valuated with the appraisedvalue that should be calculated inaccordance with the valuation rules of

(7)

- 7 -

corporate accounting standards and othercorporate accounting practices,
deducting the total sum of liabilities
from the total sum of assets andcalculating the an amount equivalent tothe beneficiary interest share of therelevant trust.
Rights relating to Derivative
Transactions prescribed in Article 11,
Paragraph 3, Item 7
Claims and obligations arising due to thetrades listed on a Financial Instruments
Exchange shall be amounts calculated
based on the final prices of such
Financial Instruments Exchange (i.e., theclosing price, but if there is no closing
price, the quotation (i.e., the lowest
publicly announced selling quotation or
the highest publicly announced buying
quotation, or if both are publicly
announced, the middle rate)) If there isno closing price on the same day, thisshall be the amount calculated based on
the closing price the closest precedingday. Claims and obligations arising due
to trades for which there is no Financial
Instruments Exchange market rate shallbe the amount that can be reasonably
calculated as similar to the market price,
if such can be calculated. Trades forwhich it is found very difficult to
calculate a fair appraised value shall bevaluated based on the cost of acquisition.
Hedge accounting may be applied totransactions that are found to be hedgetransactions under generally accepted
corporate accounting standards and othercorporate accounting practices. Special
treatment for interest rate swaps may be
applied with respect to those that satisfy
the requirements for special treatment ofinterest rate swaps prescribed in
Financial Instruments AccountingStandards.
Miscellaneous
Cases not prescribed in the above items
shall be valuated with the appraisedvalue that should be calculated inaccordance with the valuation rules ofCurrent Articles of Incorporation

Draft Amendments
the Investment Trust Act and the ITAJ or
the appraised value that should be
calculated in accordance with generally
accepted corporate accounting standards
and other corporate accounting practices.
2. (Unchanged)(1) (Unchanged)(2) The beneficiary interest and silent
partnership interests in real estateprescribed in Article 11, Paragraph 2,
Items 4 through 7This shall be the amount equivalent tothe beneficiary interest share of therelevant trust or the amount equivalent tothe silent partnership interests calculated[a] in the case where the trust property
or the assets of the silent partnership areassets listed in the preceding item, byperforming the valuation in accordancewith the preceding item or [b] in the caseof financial assets and liabilities, byperforming valuation in accordance withgenerally accepted corporate accounting
standards and other corporate accounting
practices, and then deducting the totalsum of liabilities from the total sum ofassets.
3-4(Unchanged)

the Investment Trust Act and the ITAJ or
the appraised value that should be
calculated in accordance with generally
accepted corporate accounting practices.
2. (Omitted)(1) (Omitted)(2) The beneficiary interest and silent
partnership interests in real estateprescribed in Article 11, Paragraph 2,
Items 4 through 7This shall be the amount equivalent tothe beneficiary interest share of therelevant trust or the amount equivalent tothe silent partnership interests calculated[a] in the case where the trust property
or the assets of the silent partnership areassets listed in the preceding item, byperforming the valuation in accordancewith the preceding item or [b] in the caseof financial assets and liabilities, byperforming valuation in accordance withgenerally accepted corporate accounting
practices and then deducting the totalsum of liabilities from the total sum ofassets.
3-4 (Omitted)
Article 17 (Borrowing and the Issuance ofInvestment Corporation Bonds)
1. JRH may borrow money or issue investment
corporation bonds (including short-term
investment corporation bonds; hereinafter thesame shall apply) for the purpose of efficient
asset operation and stable operation, to be
used as funds for the acquisition of specified
assets, for construction work costs relating toreal estate to be leased or real estate thatamounts to trust property relating tobeneficiary interest, for the funds necessary tooperate an investment corporation, or for the
repayment of liabilities (including thepayment of deposits and guarantees, therepayment of loans and the redemption of
investment corporations bonds).
2-3 (Omitted)
4. When JRH borrows money, the lenders are
restricted to institutional investors prescribed

Article 17 (Borrowing and the Issuance ofInvestment Corporation Bonds)
1. JRH may borrow money or issue investment
corporation bonds (including short-term
investment corporation bonds; hereinafter thesame shall apply) for the purpose of efficient
asset operation and stable operation, to be
used as funds for the acquisition of specified
assets, for construction work costs relating toreal estate to be leased or real estate thatamounts to trust property relating tobeneficiary interest, for the funds necessary tooperate an investment corporation, or for the
repayment of liabilities (including the returnof deposits and guarantees, the repayment ofloans and the redemption of investment
corporations bonds).
2-3 (Unchanged)
4. When JRH borrows money, the lenders are
restricted to qualified institutional investors- 8 -Current Articles of Incorporation

Draft Amendments

in Article 67-15, Paragraph 1, Item 1(b)(2) of
the SMCTA.

prescribed in Article 2, Paragraph 3, Item 1 of
the FIEA (limited to institutional investorsprescribed in Article 67-15, Paragraph 1, Item
1(b)(2) of the SMCTA (Act No. 26 of 1957,
as amended)).

CHAPTER IV General Meeting ofUnitholders

CHAPTER IV General Meeting ofUnitholders

Article 19 (Convocation of the General Meeting ofUnitholders)
In addition to the cases where otherwise prescribedby law, a General Meeting of Unitholders shall be
convoked, based on the approval by the Board of
Directors, by the Executive Director in a casewhere there is one Executive Director or by the one
Executive Director designated according to anorder determined in advance by the Board of
Directors in a case where there are two or more
Executive Directors.

Article 19 (Convocation of the General Meeting ofUnitholders)
Except where otherwise prescribed by law, aGeneral Meeting of Unitholders shall be convoked,
based on the approval by the Board of Directors,
by the Executive Director in a case where there is
one Executive Director or by the one Executive
Director designated according to an order
determined in advance by the Board of Directors ina case where there are two or more Executive
Directors.

Article 21 (Chair of the General Meeting ofUnitholders)
The Chair of the General Meeting of Unitholders
shall be the Executive Director in a case where
there is one Executive Director or the one
Executive Director designated according to anorder determined in advance by the Board of
Directors in a case where there are two or more
Executive Directors; provided, however, that in
the event that the Chair is not able to perform
his/her duties, another Executive Director or a
Supervisory Director will serve as Chair according
to an order determined in advance by the Board of
Directors.

Article 21 (Chair of the General Meeting ofUnitholders)
The Chair of the General Meeting of Unitholders
shall be the Executive Director in a case where
there is one Executive Director or the one
Executive Director designated according to anorder determined in advance by the Board of
Directors in a case where there are two or more
Executive Directors; provided, however, that in
the event that the Chair is not able to perform
his/her duties, another Executive Director or a
Supervisory Director will serve as Chair according
to an order determined in advance by the Board of
Directors.
[Note: Although some expressions in Japanese
have been slightly changed, the meaning is
unchanged.]

Article 22 (Method for Adopting Resolutions of theGeneral Meeting of Unitholders)
1. Unless otherwise prescribed by law or these
Articles of Incorporation, resolutions of theGeneral Meeting of Unitholders shall bepassed by the majority of voting rights ofUnitholders present.
2-5 (Omitted)

Article 22 (Method for Adopting Resolutions of theGeneral Meeting of Unitholders)
1. Except where otherwise prescribed by law orthese Articles of Incorporation, resolutions of
the General Meeting of Unitholders shall bepassed by the majority of voting rights ofUnitholders present.
2-5 (Unchanged)

Article 25 (Record Date)

Article 25 (Record Date)- 9 -Current Articles of Incorporation

Draft Amendments
1.
(Unchanged)
2. In addition to the preceding paragraph, JRH
may when necessary make an announcementin advance designating the Unitholders or
registered pledgees of investment units
described or registered in the register ofUnitholders on a certain day as Unitholders or
registered pledgees of investment units who
may exercise the rights thereof.
[Note: Although one expression in Japanesewas slightly changed, the meaning is
unchanged.]
3. With respect to the business of the General
Meeting of Unitholders, an outline of theproceedings of the General Meeting ofUnitholders, a report on the results of themeeting and other matters prescribed by law
shall be described or recorded in the minutes.
The minutes drafted shall be kept for ten
years at JRH's head office.

1.
(Omitted)
2. In addition to the preceding paragraph, JRH
may when necessary make an announcementin advance designating the Unitholders or
registered pledgees of investment units
described or registered in the register ofUnitholders on a certain day as Unitholders or
registered pledgees of investment units who
may exercise the rights thereof.

(New Provision)

CHAPTER V

Directors and the Board of
Directors

CHAPTER V

Directors and the Board of
Directors

Article 28 (Term of Office of Directors)
The term of office of directors shall be two years
after election; provided, however, that the term of
directors elected to fill vacancies or to increase thenumber of directors shall be conterminous with theremaining term of the previous office holder or theremaining term of office of other directors then in
office.

Article 28 (Term of Office of Directors)
The term of office of directors shall be two years
after taking office; provided, however, that theterm of directors elected to fill vacancies or toincrease the number of directors shall beconterminous with the remaining term of theprevious office holder or the remaining term ofoffice of other directors then in office.

Article 29 (Method for Adopting Resolutions of theBoard of Directors)
Unless otherwise prescribed by law or these
Articles of Incorporation, resolutions of the Boardof Directors shall be passed by the majority of
directors present at a meeting, which directors
shall constitute a majority of the total number of
directors who can vote on the resolution.

Article 29 (Method for Adopting Resolutions of theBoard of Directors)
1. Except where otherwise prescribed by law orthese Articles of Incorporation, resolutions of
the Board of Directors shall be passed by the
majority of directors present at a meeting,which directors shall constitute a majority ofthe total number of directors who can vote on
the resolution.
2. With respect to the business of the Board of
Directors, an outline of the proceedings of theBoard of Directors meetings, a report on the
results of the meeting and other mattersprescribed by law shall be described orrecorded in the minutes, and the directors
present shall affix their names and seals or(New Provision)- 10 -

Current Articles of Incorporation

Draft Amendments
digital signature to the minutes. The minutes
drafted shall be kept for ten years at JRH's
head office.

Article 30 (Convocation and Chair of the Board of
Directors)
1. Unless otherwise prescribed by law, a Boardof Directors meeting shall be convoked by the
Executive Director as the chair in a casewhere there is one Executive Director or by
the one Executive Director designatedaccording to an order determined in advanceby the Board of Directors in a case where
there are two or more Executive Directors.
2. (Omitted)

Article 30 (Convocation and Chair of the Board of
Directors)
1. Except where otherwise prescribed by law, aBoard of Directors meeting shall be convokedby the Executive Director as the chair in acase where there is one Executive Director orby the one Executive Director as the chair
designated according to an order determinedin advance by the Board of Directors in a casewhere there are two or more Executive
Directors.
2. (Unchanged)

Article 33 (Exemption of Directors from Liability
for Damages toward Investment Corporation)
Pursuant to Article 115-6, Paragraph 7 of theInvestment Trust Act, JRH may exempt directors(including former directors) from liability fordamages due to neglect of duty to the maximum
extent of the law by means of a board of directors
resolution.

Article 33 (Exemption of Directors from Liability
for Damages toward Investment Corporation)
Regarding the liability for damages prescribed in
Article 115-6, Paragraph 1 of the Investment Trust
Act, in a case where the relevant director
performed his or her duties in good faith andwithout gross negligence, JRH may exempt thedirector from liability for damages due to neglectof duty to the maximum extent prescribed by law
by means of a board of directors resolution if it isfound particularly necessary in view of the detailsof the facts giving rise to liability, thecircumstances of the director's performance of hisor her duties and other circumstances.

CHAPTER VI Accounting Auditors

CHAPTER VI Accounting Auditors

Article 36 (Amount of Compensation of
Accounting Auditors and Standards Concerning the
Payment of Compensation)(Omitted)

Article 36 (Amount of Compensation of
Accounting Auditors, Standards Concerning the
Payment of Compensation and Time of Payment)(Unchanged)

Article 37 (Exemption of Accounting Auditors
Article 37 (Exemption of Accounting Auditorsfrom Liability for Damages toward Investment
from Liability for Damages toward Investment
Corporation)
Corporation)
Pursuant to Article 115-6, Paragraph 7 of theRegarding the liability for damages prescribed in
Investment Trust Act, JRH may exempt
Article 115-6, Paragraph 1 of the Investment Trust
Accounting Auditors (including former Accounting
Act, in a case where the relevant Accounting
Auditors) from liability for damages due to neglect
Auditor performed his or her duties in good faithof duty to the maximum extent of the law by means
and without gross negligence, JRH may exemptof a board of directors resolution.
the Accounting Auditor from liability for damages
due to neglect of duty to the maximum extent- 11 -

Current Articles of Incorporation

Draft Amendments
prescribed by the law by means of a board of
directors resolution if it is found particularly
necessary in view of the details of the facts giving
rise to liability, the circumstances of the
Accounting Auditor's performance of his or her
duties and other circumstances.

Exhibit 1 Asset Management Fees to the AssetManagement Company(Omitted)(1) Management Fee No. 1
Management Fee No. 1 shall be the amountthat results from multiplying the average ofeach month's ending balance amount ofoperating assets of JRH (i.e., the total asset
value on the balance sheet) by a rate that will
be a maximum of 0.50% (annual rate) (withunits of less than one yen disregarded). The
time of payment of Management Fee No. 1
shall be the end of the month that follows thelast day of each calculation period where eachbusiness term of JRH is divided into
three-month calculation periods (if there is acalculation period of less than three months,
the initial period in the relevant business term
shall be the calculation period of less than
three months).

(2) Management Fee No. 2
Management Fee No. 2 shall be the amountthat results from multiplying the distributableamount prior to the deduction of Management
Fee No. 2 calculated each immediately
preceding accounting period of JRH by a ratethat will be a maximum of 3.0% (annual rate)(with units of less than one yen disregarded).
The time of payment of Management Fee No.
2 shall be the end of the month that follows
the month in which falls the day on which theBoard of Directors of JRH approved thefinancial statements, etc.

Exhibit 1 Asset Management Fees to the AssetManagement Company(Unchanged)(1) Management Fee No. 1
Each business term of JRH shall be divided
into [a] the period from the initial day of therelevant business term to the day
corresponding to three months after theimmediately preceding accounting settlement
and [b] the period from the day following thefinal day of the above referenced period until
the accounting settlement (hereinafter, each a"Calculation Period") and, for eachCalculation Period, this shall be the amountobtained by multiplying the total asset valueon the balance sheet (limited to one that hasreceived the approval prescribed in Article
131, Paragraph 2 of the Investment Trust Act)
as of the immediately preceding accounting
settlement of JRH by a rate that will be a
maximum of 0.50% (annual rate) (prorated
based on a 365-day year, according to theactual number of days in the relevant
Calculation Period, with units of less than one
yen disregarded). The time of payment shallbe by the payment date (i.e., the last day of
February, May, August and November of
each year) that falls immediately after the last
day of each Calculation Period.
(2) Management Fee No. 2
This shall be the amount that results frommultiplying the distributable amount prior to
the deduction of Management Fee No. 2
calculated for each immediately precedingaccounting settlement of JRH by a rate thatwill be a maximum of 3.0% (annual rate)(with units of less than one yen disregarded).
The time of payment of Management Fee No.
2 shall be the end of the month that follows
the month in which falls the day on which theBoard of Directors of JRH approved thefinancial statements, etc.

- 12 -

Current Articles of Incorporation

Draft Amendments(3) Acquisition Fee
The Acquisition Fee shall be the amount that
results from multiplying the acquisition
amount in a case where operating assets are
acquired (excluding the amounts equivalent tonational consumption tax and local
consumption tax on the building) by a ratethat will be a maximum of 1.0%. The time of
payment of the Acquisition Fee shall be theend of the month that follows the month inwhich falls the day of acquisition (i.e., the day
the transfer of rights, including the transfer ofownership, takes effect).

(4) Transfer Fee
The Transfer Fee shall be the amount that
results from multiplying the transfer amountin a case where operating assets aretransferred (excluding the amounts equivalent
to national and local consumption tax on thebuilding) by a rate that will be a maximum of
0.5%. The time of payment of the Transfer
Fee shall be the end of the month that follows
the month in which falls the day of transfer(i.e., the day the transfer of rights, including
the transfer of ownership, takes effect).
(Omitted)(3) Acquisition Fee
This shall be the amount that results frommultiplying the acquisition amount in a casewhere operating assets are acquired(excluding the amounts equivalent to national
and local consumption tax on the building) by
a rate that will be a maximum of 1.0%. The
term "acquisition amount" means the amountstated in the purchase and sale agreement,
excluding the costs in connection with thetransfer as well as the national and local
consumption tax. The time of payment of theAcquisition Fee shall be the end of the monththat follows the month in which falls the dayof acquisition (i.e., the day the transfer ofrights, including the transfer of ownership,
takes effect).
(4) Transfer Fee
This shall be the amount that results frommultiplying the transfer amount in a casewhere operating assets are transferred(excluding the amounts equivalent to national
and local consumption tax on the building) by
a rate that will be a maximum of 0.5%. The
term "transfer amount" means the amountstated in the purchase and sale agreement,
excluding the costs in connection with theacquisition as well as the national and local
consumption tax. The time of payment of theTransfer Fee shall be the end of the monththat follows the month in which falls the dayof transfer (i.e., the day the transfer of rights,
including the transfer of ownership, takes
effect).
(Unchanged)- 13 -

Resolution 2: Appointment of Three (3) Executive Directors
The term of office of Executive Directors Toshiya Kuroda and Robert Zulkoski are set to
expire on May 28, 2012, but because there were requests that they resign briefly at theconclusion of this General Meeting of Unitholders, we request that they again be elected as
Executive Directors as of May 24, 2012. In addition to the above, due to the vacancy
resulting from death of Executive Director Takao Sakuma on February 4, 2011, we request theelection of one additional Executive Director.
Under this resolution, the term of office of the Executive Directors will be for two years fromelection on May 24, 2012 under the provision of Article 28 of the current Articles ofIncorporation.
This resolution is submitted based on the agreement of all Supervisory Directors of JRH at
the board of directors meeting held on April 16, 2012.
The candidates for Executive Director are as set forth below.
Candidate
NameProfessional History
number(Date of Birth)
Registered as lawyer in the State of New York,May 1994
U.S.A.
August 1994
The Sakura Bank, Limited Vice President of Los
Angeles Branch
February 1999
KPMG LLP Senior Manager, Real EstateConsulting Department (Los Angeles)
April 2001
Oaktree Japan Co., Ltd. (currently, Oaktree Japan,
1
Toshiya Kuroda
GK) Senior Vice President
April 10, 1960
May 2005
KW Investment Co., Ltd. Director
December 2006
Oaktree Japan Co., Ltd. (currently, Oaktree Japan,GK) Senior Vice President
January, 2009
Japan Rental Housing Investments Inc. Executive
Director (present)
January, 2011
Oaktree Japan Co., Ltd. (currently, Oaktree Japan,GK) Managing Director
The Sanwa Bank, Ltd. (currently, The Bank ofApril 1976
Tokyo-Mitsubishi UFJ, Ltd.)
Assigned as Deputy General Manager of New York
August 1993
BranchAssigned as General Manager of Higashi Ebisu
October 1997
BranchAssigned as General Manager of Structured
February 2000
Finance Department
Seconded to Daikyo Incorporated (by the Sanwa
January 2002
Bank) General Manager of Corporate Planning
Department
Seconded to NTN Corporation (by the UFJ Bank)
July 2005
Yutaka Higashino
Deputy General Manager of Finance Department
2
November 6, 1953
The Bank of Tokyo-Mitsubishi UFJ, Ltd. Deputy
March 2006
Director-General
ORIX Real Estate Corporation General Manager ofJuly 2006
Real Estate Investment Banking Department
Morgan Stanley Securities Co., Ltd.
July 2007
Executive Director, Real Estate Investment
Banking Department
Seconded to MS Real Estate Advisors K.K. (byMorgan Stanley)
President and CEO
August 2009
Mi-Casa Asset Management Inc.
President and CEO (present post)- 14 -

April 1983

April 1989

November 1996
May 1998
May 2004
October 2007

3

Robert Zulkoski
March 18, 1961

November 2007
August 2008

September 2008
November 2008
January 2009
January 2010
January 2010
March 2011

Kidder, Peabody & Co.
Real Estate Capital Market Group
Vice President
General Electric Capital Corporation, Asia
Commercial Real Estate Financing & Service
Group Managing Director
Oakwood Asia Pacific
Executive Director (Asia Pacific & Europe)
Colony Capital Asia PacificFounding Partner, CEO
Pangea Capital Management
Chairman & CEO
Oaktree Capital Management LP
Managing Director, Asia Real Estate & Special
Situation Group Representative
Asia Cleantech Capital LTD.
Director (present)
Re-Plus REIT Management Inc.
(currently, Mi-Casa Asset Management Inc.)
Director (part-time)
Annex Power Holdings Pte. Ltd.
Director (present)
Asia Cleantech Capital Pte. Ltd.
Chairman (present)
Japan Rental Housing Investments Inc.
Executive Director (present)
Oaktree Capital Management LP
Managing Director
Zeco Systems Pte. Ltd.
Director (present)
Laurasia Capital Management Pte. Ltd.
Chairman & CEO (present)

1. None of the above referenced candidates for Executive Director hold investment units of JRH.
2. The above referenced candidates for Executive Director Toshiya Kuroda and Robert Zulkoski are both currently
Executive Directors of JRH who are performing the general operations of JRH.
3. The above referenced candidate for Executive Director Robert Zulkoski is the Chairman of Asia Cleantech
Capital Pte. Ltd. and the Chairman & CEO of Laurasia Capital Management Pte. Ltd.
4. The above referenced candidate for Executive Director Yutaka Higashino is the President and CEO of Mi-Casa
Asset Management Inc., with which JRH has entered into an asset management services agreement.
5. There are no special interests between the above referenced candidates for Executive Director and JRH.

- 15 -

Resolution 3: Appointment of Four (4) Supervisory Directors
The term of office of Supervisory Directors Kouhei Yabuta, Jun Nagamine, Danforth Thomas
and Kiyohiko Tsukada are set to expire on May 28, 2012, but because there were requests thatthey resign briefly at the conclusion of this General Meeting of Unitholders, we request thatthey again be elected as Supervisory Directors as of May 24, 2012.
Under this resolution, the term of office of the Supervisory Directors will be for two years
from election on May 24, 2012 under the provision of Article 28 of the current Articles ofIncorporation.
The candidates for Supervisory Director are as set forth below.
Candidate
NameProfessional History
number(Date of Birth)
March 1991
Completed the Legal Research and Training Instituteof the Supreme Court of Japan (the 43rd term)
April 1992
Bar admission (Daiichi Tokyo Bar Association)
Joined the Hashidate Law Office
Kouhei Yabuta
April 1997
Partner attorney at the Hashidate Law Office1
December 24, 1961
(present)
January 2006
Re-Plus Residential Investment Inc. (currently, Japan
Rental Housing Investments Inc.) Supervisory
Director (present)
Tohmatsu Awoki & Co.
September 1980
Tohmatsu Touche Ross Consulting Co., Ltd.
September 1983
September 1987
Registered as a certified public accountant
September 1987
Bankers Trust Company
September 1989
Opened Nagamine Accounting Office,Representative
Jun Nagamine
February 1990
Registered as a certified public tax accountant
2
March 10, 1957
October 2001
TPI Limited Co. President and CEO (present)
March 2008
GCA Savvian Group Corp. Auditor (present)
January 2009
Japan Rental Housing Investments Inc.
Supervisory Director (present)
March 2009
Nagamine Mishima Accounting Office Partner(present)
May 1982
CS First Boston
December 1986
Goldman Sachs
Vice President
May 1989
IVEX International K.K.
Manager
February 1993
Cheyenne Software President
October 1994
Chipcom Japan President
March 1996
International Investment Consultants Ltd.
Representative Director (present)
July 2000
Top Layer Networks Japan Representative Director(present)
October 2000
Japan Venture Partners, LLC Partner/Co-FounderDanforth Thomas
3(present)
September 8, 1957
November 2003
Fabri-Kal Corporation Director (Part-time)(present)
March 2006
Stryker Japan Holding K.K. Director (part-time)
June 2006
Belkin Japan Representative Director (present)
June 2007
WISECOM K.K. Representative Director
October 2008
Mirapoint Japan, K.K.
Director (part-time) (present)
January 2009
Japan Rental Housing Investments Inc.
Supervisory Director (present)
WISECOM K.K. Director (Part-time) (present)
April 2009
May 2010
AMIC Co., Ltd. Director (Part-time) (present)- 16 -

April 1981
September 1999
November 2001
4

Kiyohiko Tsukada
April 5, 1958

January 2005
February 2007
January 2009

Long-Term Credit Bank of Japan
Norinchukin BankGE Capital Leasing Corporation
Director of Business Development Department(Same corporation) Executive Director & Managing
Director of Business Development Department
Oaktree Japan Co., Ltd. (currently, Oaktree Japan,GK) Managing Director (present)
Japan Rental Housing Investments Inc.
Supervisory Director (present)

1. None of the above referenced candidates for Supervisory Director hold investment units of JRH.
2. The above referenced candidates for Supervisory Director are all currently Supervisory Directors of JRH who aresupervising the general operations of JRH.
3. Of the above referenced candidates for Supervisory Director, Jun Nagamine is currently President and CEO of
TPI Limited Co. Also, Danforth Thomas is a representative director of International Investment Consultants Ltd.,Top Layer Networks Japan and Belkin Japan.
4. There are no special interests between the above referenced candidates for Supervisory Director and JRH.

Reference Items
In cases where two or more proposals are submitted to the General Meeting of Unitholders andany such 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 Law Concerning Investment Trusts and Investment
Corporations.
With respect to Resolution 1 through Resolution 3 above, none fall under the category of
conflicting proposal.
END- 17 -

Directions to the 9th General Meeting of Unitholders
Venue:
Telephone:

AccessAviation Building (Large Conference Room on the 7th Floor)
18-1, Shimbashi 1-chome, Minato-ku, Tokyo
03-3501-1272

JR Shimbashi Station
Hibiya Exit
Toei Mita Line Uchisaiwaicho Station
A2 ExitTokyo Metro Ginza Line Shimbashi Station ⑦ Exit
Toei Asakusa Line Shimbashi Station⑦ Exit5-minute walk
1-minute walk
5-minute walk
5-minute walk

〈Note〉 There is no parking available. We kindly ask you not to come by your car.