Ichigo Preserves and Improves Real Estate[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

May 12, 2017Issuer
Ichigo Hotel REIT Investment Corporation (3463)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Osamu Miyashita, Executive Director
www.ichigo-hotel.co.jp/english
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Wataru Orii, President
Inquiries: Hiroto Tajitsu, Head of Administration
Tel: +81-3-3502-4892

Amendments to Articles of Incorporation and Election of Directors
Ichigo Hotel REIT decided today to submit proposals for amendments to its Articles ofIncorporation and the election of Directors at its shareholder meeting scheduled for June17, 2017, with the proposals to become effective upon approval at the shareholder
meeting.
1. Amendments Rationale
The Articles of Incorporation are proposed to be amended for the following reasons:a. The following amendments are made pursuant to the Act on Investment Trusts andInvestment Corporations (Act No. 198 of 1951, including amendments thereafter):(1) Amend the article pertaining to Shareholder Meeting Convocation (Article 9,Paragraphs 2 and 3) such that Ichigo Hotel REIT’s shareholder meeting is convened
on October 1, 2018 or later without delay, and thereafter is convened on October 1,or later without delay, every two years. The amendment further prescribes that ashareholder meeting can be convened whenever necessary.
(2) Newly add an article (Article 9, Provisory Clause of Paragraph 4) pursuant to theaforementioned amendment prescribing that it is not necessary to publicly notify thedate of shareholder meetings held within 25 months from the previous shareholder
meeting.
(3) Amend Paragraph 3 of Article 19 so that the terms of Directors can be extended orshortened, within limits prescribed by law, by shareholder resolution.
b. Clarify language related to amendments made to the Ordinance on Accountings ofInvestment Corporations (Cabinet Office Ordinance No. 47 of 2006, including
amendments thereafter) and the Act on Special Measures Concerning Taxation (ActNo. 26 of 1957, including amendments thereafter). Specifically, this amendment
addresses differences between financial accounting and tax accounting with respect totreatment of certain expenses such that a greater range of expenses can be recognizedunder tax accounting, thus allowing for an increase in distributable earnings. (Article37, Item 1).

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c. Delete unnecessary language, re-organize numbering of articles and paragraphs, andclarify expressions (Article 9, Paragraph 1, Article 36, and Attachments).
Below are the proposed amendments to the Articles of Incorporation.
(Amendments are underlined)
Before Amendment

After Amendment

Article 9 Convocation
1. Shareholder Meetings are, in principle,
convened at least every two years.

Article 9 Convocation(cut)

2. (unchanged)

1. (unchanged)
2. A Shareholder Meeting shall be convened
on October 1, 2018 or later without delay,
and thereafter on October 1, or later
without delay, every two years.
3. Notwithstanding the above, a Shareholder
Meeting can be convened whenevernecessary.
4. To convene a Shareholder Meeting, the dayof the Meeting must be publicly announced
two months prior to the Meeting, and aletter notifying the day of the Meeting must
be sent out to every shareholder two weeks
prior to the Meeting. However, such public
notice shall not be required if, pursuant toParagraph 2, a Shareholder Meeting is held
within 25 months from the previousShareholder Meeting.

3. To convene a Shareholder Meeting, the dayof the Meeting must be publicly announced
two months prior to the Meeting, and a
letter notifying the day of the Meeting must
be sent out to every shareholder two weeks
prior to the Meeting.

Article 19 Selection and Term of Directors
Article 19 Selection and Term of Directors
1 & 2 (unchanged)
1 & 2 (unchanged)
3. The term of Directors is two years.
3. The term of Directors is two years.
However, the term of Directors appointed as
Notwithstanding this, the term of Directors
may be extended or shortened, within limits
alternatives or to fill vacancies is the sameprescribed by law, by shareholder
as the remaining duration of the term ofresolution. The term of Directors appointed
their predecessors or the rest of Directors.
as alternatives or to fill vacancies is thesame as the remaining duration of the termof their predecessors or the rest ofDirectors.
4. (unchanged)
4. (unchanged)
Article 36 Fiscal Periods
Ichigo Hotel REIT has fiscal periods runningfrom February to July, and from August toJanuary of the following year.

Article 36 Fiscal Periods
Ichigo Hotel REIT has fiscal periods runningfrom February to July, and from August toJanuary of the following year. However, its
first fiscal period runs from the day Ichigo
Hotel REIT was established through the endof January 2016.
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Before Amendment

After Amendment

Article 37 Dividend Distribution Policy
Article 37 Dividend Distribution Policya. Dividends
a. Dividends(1) (unchanged)(1) (unchanged)(2) The amount of the dividend shall be in(2) The amount of dividend shall be inprinciple greater than 90 percent of theprinciple greater than 90 percent of theinvestment corporation’s distributable
investment corporation’s distributableearnings as prescribed in Article 67-15
earnings as prescribed in Article 67-15
Paragraph 1 of Special Measures
Paragraph 1 of Special Measures
Concerning Taxation (“SpecialConcerning Taxation (“SpecialProvisions for Taxation on Investment
Provisions for Taxation on Investment
Corporations”) (or, should there beCorporations”) (or, should there bechanges to the calculation method duechanges to the calculation method dueto amendments to laws and regulations,to amendments to laws and regulations,the amount after the change). However,
the amount after the change). However,this shall not apply when there is a tax
this shall not apply when there is a tax
loss or when there is no tax income due
loss or when there is no tax income due
to loss carried forward; in such cases,
to loss carried forward; in such cases,
the Investment Corporation shallthe Investment Corporation shallreasonably determine the amount ofreasonably determine the amount ofdividend.
dividend.
The Investment Corporation can holdaside from the dividend distribution
such items as long-term reserves forrepairs deemed necessary for themaintenance and value enhancement of
the REIT’s assets, payment reserves,dividend reserves, and other similar
reserves and allowances.

The Investment Corporation can holdaside from the dividend distribution orotherwise retain such items as longterm reserves for repairs deemednecessary for the maintenance andvalue enhancement of the REIT’sassets, payment reserves, dividendreserves, other similar reserves andallowances, or necessary amounts forother purposes.

3Before Amendment

After AmendmentAttachments

Attachments

Fee Paid to the Asset Management Company

Fee Paid to the Asset Management Company(unchanged)(unchanged)

1. Asset Management Fee I

1. Asset Management Fee I(unchanged)(unchanged)

Asset Management Fee I of Ichigo Hotel
REIT’s first fiscal period is incurred from theday Ichigo Hotel REIT acquires real estate
assets, and is calculated by multiplying thesum of asset acquisition costs and fiscal
period end balances of cash, cash in trust, andtrust deposits with an annual fee up to 0.4%
p.a. agreed upon with its asset managementcompany, and then pro-rating this amount by
the actual number of operating days in thefirst fiscal period divided by 365. AssetManagement Fee I shall be paid within threemonths from the last day of the fiscal period.

(cut)

2. Election of Directors
Due to the expiration of the Directors’ current terms of office in July 2017, Ichigo Hotel
REIT’s board is proposing the re-election of Executive Director Osamu Miyashita andSupervisory Directors Masaru Iida and Satoko Suzuki.
To ensure the minimum number of Directors as required by law and ordinance, Ichigo
Hotel REIT’s board is also proposing the election of a new Alternative Executive
Director and a new Alternative Supervisory Director.

4Director Candidates’ Career Histories
Title

Name(Date of Birth)

Career History
April 1974
October 1991
December 1996
June 2000

Executive
Director(Candidate)

Osamu
Miyashita(June 13,1949)

June 2005
April 2011
June 2014
July 2014
July 2015
April 1989
May 1993
April 2001
April 2006

Supervisory
Director(Candidate)

Masaru Iida
(February15, 1967)

December 2009
January 2010
June 2011
July 2011
May 2013
March 2015
July 2015
August 2015
June 2016

5

Joined Imperial Hotel, Ltd.
Seconded to Imperial HotelEnterprises (Tsudanuma Crest Hotel)
Tenant Affairs Manager, Imperial
Hotel, Ltd.
Head of Real Estate Division, Imperial
Hotel, Ltd.
Director, Head of Real Estate Division,Imperial Hotel, Ltd.
President and Representative Director,
Imperial Hotel Hire K.K.
Representative, Miyashita Associates
LLC (current)
Advisor, Endo Research Institute, Ltd.
(current)
Executive Director, Ichigo Hotel REIT
(current)
Joined The Sumitomo Bank, Limited(Now Sumitomo Mitsui Banking
Corporation)
LL.M. degree, University ofPennsylvania Law School
Vice President Planning Dept.
Treasury Unit, Sumitomo MitsuiBanking Corporation
J.D., Hitotsubashi University Schoolof LawQualified as Attorney at Law
Joined Masuda & Partners Law OfficeOutside Corporate Auditor, DeNA Co.,
Ltd. (current)
Founder, Iida Business Law Office(current)
Outside Director, Stats Investment
Management Co., Ltd. (current)
Outside Corporate Auditor, Archaea
Energy Co., Ltd. (current)
Supervisory Director, Ichigo Hotel
REIT (current)
Corporate Auditor, Nishi-Tokyo
Recycle Center Co., Ltd. (current)
Outside Corporate Auditor, Medicare
Life Insurance Co., Ltd. (current)TitleName(Date of Birth)

Career History
October 1996

SupervisoryDirector(Candidate)

SatokoSuzuki(November22, 1973)

Joined Tohmatsu & Co. (Now Deloitte
Touche Tohmatsu LLC)
September 2000 Director, Yurakusha Y.K.
August 2005
Representative, Suzuki Satoko CPA
Office (current)
July 2006
Auditor, PlaNet Finance Japan, NPO(Now Positive Planet Japan) (current)
September 2010 Auditor, Machizukuri Information
Center Kanagawa, NPO (current)
September 2012 Director, NPO Accounting & Tax
Professional Network, NPO (current)
July 2015
Supervisory Director, Ichigo Hotel
REIT (current)
April 1977

Alternative
ExecutiveDirector(Candidate)

Hiromi
Yamaguchi(March 6,1954)

Tokyu Hotels International
Corporation (Now Pan Pacific Hotelsand Resorts)
April 1984
Head of Operations & DevelopmentDivision, Tokyu Hotels International
Corporation
April 1987
Seconded to Pan Pacific Properties
Ltd. as Controller, Administration &Finance
September 1989 Vice President & Financial Controller,
Alpha U.S.A. Inc.
May 1994
Assistant Controller, Westin HotelTokyo
April 1996
Director of Finance, Pan Pacific
Yokohama
January 2000
Assistant General Manager, Finance,
People Innovation/Education, andFacilities Development &Maintenance, Pan Pacific Yokohama
January 2005
Financial Controller, Mandarin
Oriental Tokyo
July 2007
Director, Archon Hospitality K.K.
(Now Abilitas Hospitality Co., Ltd.)
October 2008
Chief Operating Officer, Archon
Hospitality K.K.
July 2013
Representative Director, Hospitality
Directions Co., Ltd. (current)

6TitleName(Date of Birth)

Career History
October 2004
December 2007

AlternativeSupervisory
Director(Candidate)

Eriko Ishii(January 3,1981)

August 2010
October 2010
February 2011
April 2016
July 2016

Qualified as Attorney at Law
Mori Hamada & Matsumoto LPC
Seconded to Planning andCoordination Bureau, Corporate
Accounting and Disclosure Division,
Financial Services Agency
LL.M. degree, Columbia Law School
Seconded to Legal Department, ItochuEurope PLC (London)
Admitted as lawyer in New York
Visiting Lecturer, Keio University Law
School (current)
Partner, Shin Saiwai Law Office(current)

The Director candidates do not hold any shares of the Investment Corporation, and there
is no special relationship between Ichigo Hotel REIT and the candidates.
3. ScheduleMay 12, 2017 (today)
May 31, 2017
June 17, 2017

Board of Directors resolution
Shareholder meeting materials publication (expected)
Shareholder meeting (expected)

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