This English translation is provided for information purposes only. If any discrepancy is identified between
this translation and the Japanese original, the Japanese original shall prevail.
November 16, 2020
REIT Issuer:
Japan Hotel REIT Investment Corporation (TSE code: 8985)
Kaname Masuda, Executive Director
Asset Management Company:
Japan Hotel REIT Advisors Co., Ltd.
Hisashi Furukawa, President & CEO
Contact:
Makoto Hanamura
Executive Director
Head of Planning Group, Operations Division
TEL: +81-3-6422-0530
Notice Concerning Partial Amendments to Articles of Incorporation
This is to inform you that Japan Hotel REIT Investment Corporation (hereinafter called “JHR”) resolved at today’s
meeting of the Board of Directors to propose partial amendments to the Articles of Incorporation at the 10th General
Meeting of Unitholders of JHR (hereinafter called “this General Meeting of Unitholders”) to be held on December
23, 2020. The following matter will be effective upon approval at this General Meeting of Unitholders.
1.

Partial Amendments of the Articles of Incorporation
In view of the recent discussions concerning unitholder proposals by minority unitholders as one of theconsiderations, the Investment Corporation proposes to establish a provision that, of the proposals forresolutions at the general meeting of unitholders that may have a major impact on the management of Investment
Corporation and on the interest of unitholders, those for which submitting conflicting counterproposals is
considered difficult by its nature will be excluded from the deemed approval system as stipulated in Article 93,
paragraph 1 of the Act on Investment Trusts and Investment Corporations and the Article 14, paragraph 1 of theArticles of Incorporation of the Investment Corporation, so as to reflect the intentions of unitholders more
directly (relating to Article 14, paragraph 2 and 3 of proposed amendments to the Articles of Incorporation).

2.

Schedule for this General Meeting of Unitholders, etc.
November 16, 2020
December 8, 2020
December 23, 2020

Board approval for agenda for this General Meeting of Unitholders
Dispatch of Convocation Notice of this General Meeting of Unitholders(scheduled)
General Meeting of Unitholders (scheduled)* Website of Japan Hotel REIT Investment Corporation: https://www.jhrth.co.jp/en/[Attachment] Convocation Notice of the 10th General Meeting of Unitholders

1This English translation is provided for information purposes only. If any discrepancy is identified
between this translation and the Japanese original, the Japanese original shall prevail.
(Security code: 8985)
December 8, 2020
Japan Hotel REIT Investment Corporation
Ebisu Neonato, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Kaname Masuda
Dear Unitholders,Convocation Notice of the 10th General Meeting of Unitholders
This is to inform you that you are cordially invited to participate in the 10th General Meeting of Unitholdersof Japan Hotel REIT Investment Corporation (hereinafter called “JHR”) which will be held as described
below.
In precaution to prevent the spread of infection of the COVID-19, we urge you to exercise your voting
rights in advance in writing and refrain from attending this General Meeting of Unitholders in person,
regardless of your health condition. Therefore, please review the following Reference Materials forthis General Meeting of Unitholders, indicate your votes in favor or against the proposal on theenclosed voting rights exercise form, and return it to us, ensuring that it reaches us by no later than
5:30 p.m. on Tuesday, December 22, 2020, which is the closing time of business immediately preceding
the date of this General Meeting of Unitholders. If you submit the form without indicating your votes
in favor or against any proposal, it will be deemed that you have declared in favor for such proposal.
Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations, JHR has set out provisions concerning “Deemed Approval” in Article 14 of its current
Articles of Incorporation as described below. Accordingly, please be aware that if you are not present
at this General Meeting of Unitholders and do not exercise your voting rights in the voting rights
exercise form, your voting rights will be included in the number of voting rights represented byunitholders present at this General Meeting of Unitholders and will be deemed to have approved theproposal (excluding the proposals that conflict with each other in cases in which more than one
proposal has been submitted.).
<Extract from the Articles of Incorporation of JHR>
Article 14 (Deemed Approval)
If a unitholder is not present at a general meeting of unitholders and does not exercise his or her voting
rights, the unitholder will be deemed to have approved the proposals submitted to the general meetingof unitholders (excluding the proposals that conflict with each other in cases in which more than one
proposal has been submitted.)
2. The number of voting rights represented by the unitholders who are deemed to have approved theproposals under the preceding Paragraph are included in the number of voting rights represented by theunitholders present.

1Date and Time:
1.

Venue:

December 23, 2020 (Wednesday) at 2:00 p.m. (Reception opens at 1:15p.m.)
Room A+B+C, BELLESALLE Yaesu
2F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, TokyoPlease note that the venue is different from that for the previous meeting.

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

2.

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

Purpose of this General Meeting of Unitholders:
Proposal to be Resolved
Proposal
Partial Amendments to the Articles of IncorporationEnd………………………………………………………………………………………………………………
(Requests)
 If you are attending this General Meeting of Unitholders in person, please submit the enclosed
voting rights exercise form at the reception of the venue.
 If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting
rights to attend this General Meeting of Unitholders as your proxy. Such proxy shall submit yourvoting rights exercise form together with a document certifying the status of the proxy at the receptionof the venue.
 For resource-saving purposes, please bring this Convocation Notice with you when attending thisGeneral Meeting of Unitholders.
 Briefing session of operating status by Japan Hotel REIT Advisors Co., Ltd., JHR’s asset
management company, usually held after the closing of a General Meeting of Unitholders, will
not be held this time for the purpose of shortening the time for unitholders to stay at the venue.
Your understanding is highly appreciated. Regarding our operating status, a midterm financial
results briefing webcast and midterm financial results briefing materials for the 21st fiscalperiod (midterm for the fiscal period ending December 31, 2020) and other latest fundinformation are available on our website (https://www.jhrth.co.jp/en/).
Notice: Methods of announcing revisions to the Reference Materials for this General Meeting ofUnitholders, if any:
Please note that if any revisions need to be made to the matters included in the Reference Materials
for this General Meeting of Unitholders, they will be posted on JHR’s website.
(https://www.jhrth.co.jp/en/)2

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

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

At the venue on the day of this General Meeting of Unitholders, there may not be enough seats available
as the seating capacity will be less than previous meetings in order to ensure distancing of the seats forattending unitholders, as well as our directors and organizing staff. Please be advised in advance that wemay restrict entry into the venue in the event that not enough seats are available.
Please understand that the directors and organizing staff will be wearing face masks.
We ask for the cooperation of attending unitholders in wearing face masks when attending and sanitizing
hands using the alcohol-based hand sanitizers placed at the reception of the venue.
We will be measuring your body temperature at the reception of the venue. Please be advised in advancethat unitholders having temperatures of 37.5°C or higher at the time of measurement or unitholders
showing such symptoms as coughing may be asked to refrain from attending this General Meeting ofUnitholders. Please also be advised in advance that those who appear to be unwell during this General
Meeting of Unitholders may be approached by organizing staff and asked to refrain from attending.
Briefing session of operating status by Japan Hotel REIT Advisors Co., Ltd., JHR’s asset managementcompany, usually held after the closing of a General Meeting of Unitholders will not be held for the purposeof shortening the time for unitholders to stay at the venue. Your understanding is highly appreciated.
Regarding our operating status, a midterm financial results briefing webcast and midterm financial results
briefing materials for the 21st fiscal period (the midterm for the fiscal period ending December 31, 2020)3and other latest fund information are available on our website (https://www.jhrth.co.jp/en/).
We ask for your understanding and cooperation in these extraordinary times.

4Reference Materials for this General Meeting of Unitholders
Proposal and Reference Items
Proposal
Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
In view of the recent discussions concerning unitholder proposals by minority unitholders as one of
the considerations, the Investment Corporation proposes to establish a provision that, of the proposals
for resolutions at the general meeting of unitholders that may have a major impact on the managementof Investment Corporation and on the interest of unitholders, those for which submitting conflicting
counterproposals is considered difficult by its nature will be excluded from the deemed approvalsystem as stipulated in Article 93, paragraph 1 of the Act on Investment Trusts and Investment
Corporations and the Article 14, paragraph 1 of the Articles of Incorporation of the Investment
Corporation, so as to reflect the intentions of unitholders more directly (relating to Article 14,
paragraph 2 and 3 of proposed amendments to the Articles of Incorporation).

5

2.

Details of Revisions

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

Current Articles of IncorporationProposed Amendments

CHAPTER III UNITHOLDERS’ MEETING

CHAPTER III UNITHOLDERS’ MEETING(Deemed Approval)(Deemed Approval)
Article 14 If a unitholder is not present at a Article 14 If a unitholder is not present at ageneral meeting of unitholders andgeneral meeting of unitholders anddoes not exercise his or her voting
does not exercise his or her voting
rights, the unitholder will be deemedrights, the unitholder will be deemed
to have approved the proposals
to have approved the proposals
submitted to the general meeting ofsubmitted to the general meeting ofunitholders (excluding the proposals
unitholders (excluding the proposals
that conflict with each other in casesthat conflict with each other in cases
in which more than one proposal has
in which more than one proposal has
been submitted.)
been submitted.)(New)
2.
Notwithstanding the provisions of thepreceding paragraph, the provisionsof the preceding paragraph of thedeemed approval shall not be applied
to the resolutions of the proposals
pertaining to Article 104, Paragraph
1 (Dismissal of Director andAccounting Auditor), Article 140(Revision to the Articles ofIncorporation) (provided that this isonly applicable to the creation,revision and abolition of theprovisions related to the deemedapproval), Article 143, Item 3(Dissolution), Article 205, Paragraph
2 (Consent to the Cancellation ofAsset Management Agreement) orArticle
206,Paragraph1(Cancellation of Asset ManagementAgreement) in the Investment TrustAct.
The number of voting rights 3.
The number of voting rights
2.
represented by the unitholders whorepresented by the unitholders who
are deemed to have approved theare deemed to have approved theproposals under the preceding
proposals under Paragraph 1 areParagraph are included in theincluded in the number of voting
number of voting rights represented
rights represented by the unitholders
6

by the unitholders present.

present.

Established: November 4, 2005
Revised: March 28, 2006
Revised: September 11, 2007
Revised: September 8, 2009
Revised: December 16, 2010
Revised: February 24, 2012
Revised: November 28, 2013
Revised: November 26, 2015
Revised: November 22, 2017
Revised: November 22, 2019

Established: November 4, 2005
Revised: March 28, 2006
Revised: September 11, 2007
Revised: September 8, 2009
Revised: December 16, 2010
Revised: February 24, 2012
Revised: November 28, 2013
Revised: November 26, 2015
Revised: November 22, 2017
Revised: November 22, 2019
Revised: December 23, 20207

Reference Matters
In case any proposal(s) submitted to this General Meeting of Unitholders is (are) considered to be in conflictwith other proposal(s), “Deemed Approval” set forth in Article 93, Paragraph 1 of the Investment Trust Act
and Article 14 of JHR’s current Articles of Incorporation shall not apply to any of such conflicting
proposal(s).

End……………………………………………………………………………………………………………
Venue for this General Meeting of Unitholders
2F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo
Room A+B+C, BELLESALLE Yaesu
TEL: +81-3-3548-3770<Transportation>
 Nihombashi Station
A7 exit stairs is directly connected to the Yaesu First Financial Building (Tokyo Metro Tozai Lineand Ginza Line / Toei Asakusa Line) Tokyo Station
Four-minute walk from the Yaesu North Gate (JR / Tokyo Metro Marunouchi line)
No parking spaces will be arranged. Please refrain from driving to the venue.
No gift or present will be offered. Thank you for your understanding.

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

8