October 9, 2019

To Our Unitholders
Advance Residence Investment Corporation
1-105 Kanda-Jinbocho, Chiyoda-ku, Tokyo
Takeshi Takano, Executive Director

Convocation Notice for 5th General Unitholders’ Meeting
It is with pleasure that we invite you to attend the 5th General Unitholders’ Meeting of ADR, which will beheld as set out below.
If you are unable to attend, you may exercise your voting rights in writing, so please consider theReference Materials for General Unitholders’ Meeting set out below, indicate your approval ordisapproval on the enclosed Form for Exercising Voting Rights, and then return the form so that it
arrives by no later than 5:00 P.M. on October 23, 2019 (Wednesday).
In accordance with Article 93, Paragraph 1, of the Act on Investment Trusts and Investment Corporations(Act No. 198 of 1951 as amended, hereafter; the “Investment Trusts Act”), ADR has made provision for‘deemed approval’ in Article 14, Paragraph 1 and 2, of ADR’s Articles of Incorporation as set out below.
Please therefore note that if you are unable to attend the General Unitholders’ Meeting and do not
exercise your voting rights with the Form for Exercising Voting Rights, you will be deemed to haveapproved each of the proposals being discussed at the meeting.
(Excerpt from ADR’s Articles of Incorporation)
Article 14
Deemed Approval
1. If a unitholder is not present at a general unitholders’ meeting and does not exercise his or her voting
rights, the unitholder will be deemed to have approved the proposals submitted to the general unitholders’meeting (excluding, if more than one proposal is submitted and the import of two or more proposals
conflict with each other, all such proposals of conflicting import).
2. The number of voting rights represented by the unitholders who are deemed to have approved the
proposals under the preceding Paragraph are counted in the number of voting rights represented by theunitholders present.
Meeting Details
1. Time and Date
October 24, 2019 (Thursday) 10:00 A.M.
2. Location

Station Conference Tokyo
602, 6th Floor, Sapia Tower
1-7-12 Marunouchi, Chiyoda-ku, Tokyo(Please see the Map to General Unitholders’ Meeting at the end of this notice.)

3. Matters that are the Purpose of the General Unitholders’ Meeting
Matters for Resolution
Proposal No. 1 Amendments to the Articles of Incorporation
Proposal No. 2 Appointment of 1 Executive Director
Proposal No. 3 Appointment of 1 Substitute Executive Director
Proposal No. 4 Appointment of 2 Supervisory Directors
Proposal No. 5 Appointment of 1 Substitute Supervisory Director---------------------------------------------------------------------------------------------------------------------NB ◎On the day of the meeting, please submit the enclosed Form for Exercising Voting Rights to venue’s reception.
◎If a proxy will attend in your place, please submit the power of proxy together with the Form for Exercising Voting Rights to venue’s
reception. However, in accordance with Article 12, Paragraph 1, of ADR’s Articles of Incorporation, the proxy must be an ADR
unitholder with voting rights.
◎On the same day of the General Unitholders’ Meeting, a Management Performance Briefing will be held by ADR’s asset
management company AD Investment Management Co., Ltd. at the same venue after the closing of the GUM. ADR kindly asks thatyou also attend the briefing.
◎Method to notify amendments to the Reference Materials for General Unitholders’ Meeting
If any amendment is made to the Reference Materials for General Unitholders’ Meeting, the amendments will be notified byposting the amendments on ADR’s website at https://www.adr-reit.com/en/.

1

Reference Materials for General Unitholders’ Meeting
Proposals and References
Proposal No. 1 Amendments to the Articles of Incorporation
1. Brief of Amendments(1) With the exception of statute dates, dates shall be changed from the Japanese calendar format tothe Western calendar format (Proposed Amendments, Article 9, Paragraph 3).
(2) Provisions concerning the amount of profit relating to the total amount of monies distributed tounitholders shall be amended to maintain consistency with the provisions of the Act on Investment
Trusts and Investment Corporations (Proposed Amendments, Article 32, Paragraph 1, Item (1)(i)).
(3) The amendments to Attachment 3 are regarding the asset management fees paid to the asset
management company, simplifying the fee structure and strengthening the link between ADR’s
performance and unitholders’ interests to the amount of fees paid to the asset management company.
Also, a supplementary provision to clarify when the amendments will take effect is added (Proposed
Amendment, Article 36) where it states that the amendments will take effect from February 1, 2020.
(4) In addition, wording and phrasing shall be revised and corrected, provisions that have become
unnecessary shall be deleted and other necessary revisions shall be made.

2

2. List of Amendments
The amendments are as follows: (the amended passages are underlined)
Current Articles of Incorporation

Proposed Amendments

Article 9 Convocation

Article 9 Convocation

1. – 2. [Omitted]

1. – 2. [No change]

3. The general unitholders’ meeting must be
convened on October 1, 2017 or thereafter
without delay, and subsequently convened
biennially on October 1 or thereafter without
delay. Furthermore, the general unitholders’meeting may be held from time to time asnecessary.

3. [The dates format on the original Japaneseversion are changed from a Japanese calendar
format to a Western calendar format ]4. [Omitted]

4. [No change]

Article 32 Policy on Cash Distribution

Article 32 [No change]

In principle, the Investment Corporation shallmake distributions in accordance with thefollowing policy.

In principle, the Investment Corporation shallmake distributions in accordance with thefollowing policy.

(1) Distribution of profits(1) Distribution of profits(i) The amount of profits out of the total amountof cash to be distributed to unitholders (the“Distributable Amount”) must be calculated
in accordance with the corporate accounting
standards generally accepted as fair andproper in Japan.

(i) The amount of profits out of the total amountof cash to be distributed to unitholders (the“Distributable Amount”) shall be profits
specified in Article 136, Paragraph 1 of theInvestment Trust Act.

(ii) [Omitted](ii) [No change](2) – (5) [Omitted](2) – (5) [No change]

Article 34 Delegation of Businesses and Services

Article 34 Delegation of Businesses and Services

1. [Omitted]

1. [No change]

2. The Investment Corporation shall delegate theservices pertaining to the business other thanthe management and custody of assets that are
set out in Article 117 of the Investment Trusts
Act (the “Administration Services”) to third
parties.

2. The Investment Corporation shall delegate theservices pertaining to the business other thanthe management and custody of assets that are
set out in Article 117 of the Investment Trusts
Act to third parties.

[New Provision]

Article 36 Effective Date of Amendments
The amendments to Attachment 3 to the Articles
of Incorporation adopted by resolution of thegeneral unitholders meeting on October 24, 2019
shall take effect on February 1, 2020. This article
shall be deleted the day after the revisions takeeffect.

Attachment 1
Targets and Policies of Asset Management

Attachment 1
Targets and Policies of Asset Management

Basic Policy of Asset Management

Basic Policy of Asset Management
The Investment Corporation shall invest
mainly in real estate and other assets (meaning
the assets set forth in Article 105, Item 1 of theOrdinance for Enforcement of the Act on

The Investment Corporation shall invest mainly
in real estate and other assets (meaning theassets set forth in Article 105, Item 1 of theOrdinance for Enforcement of the Act on

3

Investment
TrustsandInvestment
Corporations; the same applies throughout), of
which it will invest in real estate, leasehold
rights in real estate, surface rights and in
beneficiary interests in trusts under which only
such assets have been placed in trust.
Furthermore, the Investment Corporation
seeks to maximize unitholder value, aiming tosecure stable profits and achieve asset growthover the medium and long term by investing
primarily in real estate and other assets related
to real estate used for residential purposes witha focus on diversifying its investments among
regions.

Investment
TrustsandInvestment
Corporations; the same applies throughout), of
which it will invest in real estate, leasehold
rights in real estate, surface rights and in
beneficiary interests in trusts under which only
such assets have been placed in trust.
Furthermore, the Investment Corporation seeks
to maximize unitholder value, aiming to securestable profits and achieve asset growth over the
medium and long term by investing primarily
in real estate and other assets related to realestate used for residential purposes with a focus
on diversifying its investments among regions.

Targets of Asset Management

Targets of Asset Management
The Investment Corporation invests in thefollowing types of real estate and the like, andreal estate-backed securities in accordancewith the aforementioned Basic Policy of AssetManagement:

The Investment Corporation invests in thefollowing types of real estate and the like, andreal estate-backed securities in accordance withthe aforementioned Basic Policy of AssetManagement:
1. – 2. [Omitted]

1. – 2. [No change]

3. The Investment Corporation may invest in thefollowing specified assets in addition to thereal estate, etc., and real-estate-backed
securities provided for in Paragraphs 1 and 2
above.

3. The Investment Corporation may invest in thefollowing specified assets in addition to thereal estate, etc., and real-estate-backed
securities provided for in Paragraphs 1 and 2
above.

(1) – (4) [Omitted](1) – (4) [No change](5) monetary claims (which means “monetaryclaims” as provided for in Article 3, Item (7),of the Enforcement Order of the Investment
Trusts and Investment Corporations Act(including the amendment of Cabinet OrderNo. 480 of the year 2000, hereafter; the“Enforcement Order of the Investment Trusts
Act”)(5) monetary claims (which means “monetaryclaims” as provided for in Article 3, Item (7),of the Enforcement Order of the Investment
Trusts and Investment Corporations Act(including the amendment of Cabinet OrderNo. 480 of the year 2000) (hereafter; the“Enforcement Order of the Investment TrustsAct”)(6) - (8) [Omitted](6) - (8) [No change]

4. – 5. [Omitted]

4. – 5. [No change]

Attachment 3
Fees for Asset Management Company

Attachment 3
Fees for Asset Management Company
The method of calculating and timing of
payment of the fees payable to the AssetManagement Company to whom theInvestment Corporation has entrusted the
management of assets are as follows. The fees,
plus the appropriate amounts for consumption
tax and local consumption tax payable on thefees, are paid by remittance into the bankaccount designated by the Asset Management
Company.

The method of calculating and timing of
payment of the fees payable to the AssetManagement Company to whom theInvestment Corporation has entrusted the
management of assets are as follows. The fees,
plus the appropriate amounts for consumption
tax and local consumption tax payable on thefees, are paid by remittance into the bankaccount designated by the Asset Management
Company.
Asset Management Fee 1[Deleted]

The Investment Corporation will, within 2months after the end of accounting term, pay anamount up to a maximum of the amount(calculated pro rata based on the actual numberof days in the relevant accounting term, taking
one year as being 365 days; the same applies tocalculations of the base fee below) calculated
by multiplying by 0.20% p.a. to the total asset

4value set out in the Investment Corporation’sbalance sheet (limited to one that has been
approved under Article 131, Paragraph 2 of theInvestment Trusts Act; “Balance Sheet”) dated
as of the closing of the latest accounting term.
Asset Management Fee 2

Asset Management Fee 1

The Investment Corporation will pay, within 3months after the closing of accounting term, anamount not exceeding the amount calculated bymultiplying the total of real estate rental
business income (if invested assets include
equity interests in silent partnerships or realestate-backed securities involving real estate,including the dividends relating to theseinvested assets or other forms of income) after
subtracting the total of the real estate rental
business expenses (excluding depreciation
expenses and losses on the sale or retirement of
non-current assets) for the relevant accounting
term by 3.0%.

The Investment Corporation will pay, within 2months after the closing of accounting term, anamount not exceeding the amount calculated
by multiplying the total of real estate rental
business income (if invested assets include
equity interests in silent partnerships or realestate-backed securities involving real estate,including the dividends relating to theseinvested assets or other forms of income) after
subtracting the total of the real estate rental
business expenses (excluding depreciation
expenses and losses on the sale or retirement of
non-current assets) for the relevant accounting
term by 7.0%.

Asset Management Fee 3

Asset Management Fee 2

An amount not exceeding the amountcalculated by the following method shall be
paid within 3 months after the closing ofaccounting term.

An amount not exceeding the amountcalculated by the following method shall be
paid within 3 months after the closing ofaccounting term.

[Calculation formula][Calculation formula](Total of Asset Management Fee 1 and AssetManagement Fee 2 for the relevant accountingterm) × adjusted EPU × 0.008%

Asset Management Fee 1 for the relevant
accounting term × Adjusted FFO per Unit ×
0.005%

Where the adjusted EPU is to be calculated A÷B

Where the adjusted FFO per Unit is to be
calculated A÷B

A: Net profit for the relevant accounting term
before deduction of the amount for AssetManagement Fee 3

A: Net profit for the relevant accounting term
before deduction of the amount for AssetManagement Fee 2 plus an amountequivalent to depreciation expenses,
impairment losses, and losses on transfer ofreal estate, etc. and real-estate-backed
securities minus an amount equivalent togains on transfer of real estate, etc. and realestate-backed securities and profit on
negative goodwill

B: Number of investment units issued as of theclosing date of the accounting term

B: Number of investment units issued as of theclosing date of the accounting term

(Note) From the first day of the accounting term
during which the application of AssetManagement Fee 3 commences, thefollowing are to apply:(Note) From the first day of the accounting term
during which the application of AssetManagement Fee 2 commences, thefollowing are to apply:(i) if investment units of the Investment
Corporation are split by a ratio of 1:X, theamount calculated through the formula
above for Asset Management Fee 3 shallbe multiplied by X for accounting terms
following the relevant accounting term;and(i) if investment units of the Investment
Corporation are split by a ratio of 1:X, theamount calculated through the formula
above for Asset Management Fee 2 shallbe multiplied by X for accounting terms
following the relevant accounting term;and(ii) if the investment units of the Investment
Corporation are merged at a ratio of Y:1,
the amount calculated through theformula above for Asset Management Fee
3 shall be divided by Y for accounting(ii) if the investment units of the Investment
Corporation are merged at a ratio of Y:1,
the amount calculated through theformula above for Asset Management
Fee 2 shall be divided by Y for5terms following the relevant accounting
term.

accounting terms following the relevant
accounting term.

Acquisition Fee

Acquisition Fee
When real estate, etc., or real-estate-backed
securities are newly acquired, the Investment
Corporation will pay, by the end of the monthof the following month of the acquisition date,
an amount not exceeding the amountcalculated by multiplying the purchase price ofthat asset acquired by 1.0%. The “purchaseprice” is the amount set out in the purchaseagreement and excludes expenses associatedwith the purchase and consumption tax andlocal consumption tax.

When real estate, etc., or real-estate-backed
securities are newly acquired, the Investment
Corporation will pay, by the end of the monthof the following month of the acquisition date,
an amount not exceeding the amount calculated
by multiplying the purchase price of the asset
acquired by 1.0%. The “purchase price” is theamount set out in the purchase agreement andexcludes expenses associated with the purchaseand consumption tax and local consumption
tax.
Disposal Fee

Disposal Fee
When real estate, etc., or real-estate-backed
securities are disposed of, the Investment
Corporation will pay, by the end of the monthof the following month of the disposal date, anamount not exceeding the amount calculated
by multiplying the sales price of that asset by
0.50%; provided, however, that the disposal
fee shall not be paid if there is a loss on thedisposal. The “sales price” is the amount set
out in the purchase agreement and excludes
expenses associated with the sales andconsumption tax and local consumption tax.
Further, a loss on disposal is where the saleprice at the time of the disposal was less thanthe book value.

When real estate, etc., or real-estate-backed
securities are disposed of, the Investment
Corporation will pay, by the end of the monthof the following month of the disposal date, anamount not exceeding the amount calculated bymultiplying the sales price of the asset so
disposed of by 0.50%. The “sales price” is theamount set out in the purchase agreement andexcludes expenses associated with the sales andconsumption tax and local consumption tax.

Merger Fee

Merger Fee[Omitted][No change]

6

Proposal No. 2

Appointment of 1 Executive Director

Executive Director Takeshi Takano has submitted a letter of resignation effective as of the conclusion ofthis General Unitholders Meeting, and accordingly, we request that a new executive director be elected.
Pursuant to Article 99, Paragraph 2 of the Investment Trusts Act, and the proviso of the first sentence ofArticle 18, Paragraph 2 of the Articles of Incorporation of the Investment Corporation, the term of office ofthe executive director elected pursuant to this resolution shall be from October 24, 2019 until the conclusionof a General Unitholders’ Meeting, at which the election of an executive director is proposed, that is held
within 30 days from the day following the date on which two years have elapsed since the election.
This proposal is a proposal that was submitted with the unanimous consent of the supervisory directors
at the board of directors’ meeting held on September 10, 2019.
The candidate for executive director is as follows.
Name(Date of Birth)

Wataru Higuchi(October 30, 1970)

Brief Personal History
October 1993
October 1993
April 1997
April 2001
October 2002
October 2002
October 2007
August 2012
June 2016
October 2018
June 2019

Registered as assistant certified public accountant
Joined Tohmatsu & Co.
Registered as certified public accountant
Enrolled in the Judicial Research and Training Institute
Registered as an attorney
Joined Seiwameitetsu Law OfficeAppointed partner
Registered as a certified fraud examiner
Appointed outside director (audit, etc. officer) of Marubeni Construction
Material Lease Co., Ltd. (currently service)Appointed representative partner of Ootemon Law Office (currently serving)
Appointed outside audit of Organo Corporation (currently serving)• The candidate for executive director does not hold any investment units of ADR.

7

Proposal No. 3

Appointment of 1 Substitute Executive Director

In case a vacancy arises in the office of executive director or the number of executive directors falls below
the quorum provided for under laws and regulations, we ask that one substitute executive director be appointed.
This proposal is a proposal that was submitted with the unanimous consent of the supervisory directors at theboard of directors’ meeting held on September 10, 2019.
The candidate for substitute executive director is as follows.
Name(Date of Birth)

Brief Personal History
January 1985
November 1996
May 2001
June 2004
February 2008
March 2010

Takeshi Takano(June 19, 1963)

April 2018
April 2019
June 2019
June 2019

Joined Musashi-Fuchu Aoiro Incorporated Association
Joined Yamato Glass Co., Ltd.
Joined Pacific Management Corporation
Appointed Director of Pacific Investment Advisors Corporation
Appointed Representative Director
Appointed Executive Director and Head of Investment & AssetManagement Department of AD Investment Management Co., Ltd.
(currently serving)
Appointed Executive Director and Head of Asset Management Divisionof AD Investment Management Co., Ltd.
Appointed Executive Director of AD Investment Management Co., Ltd.
Appointed Representative Director and President of AD Investment
Management Co., Ltd. (currently serving)
Appointed executive officer of Advanced Residence Investment
Corporation (currently serving)• The candidate for substitute executive director does not hold any investment units of ADR.
• The candidate for substitute executive director also serves as representative director and president of AD
Investment Management Co., Ltd, with which ADR has entered into an asset management agreement.
• Other than the above, there is no particular vested interest between the candidate for substitute executive
director and ADR.
• The above candidate for substitute executive director is currently an executive officer of ADR and conducts
the ADR’s general business.
• In the event of appointment as executive director of ADR, notification shall be made to that effect without
delay pursuant to the provisions of Article 31-4, Paragraph 1, of the Financial Instruments and Exchange Act.

8

Proposal No. 4

Appointment of 2 Supervisory Directors

Supervisory Directors Yoshiki Oshima and Yoshitsugu Oba have submitted letters of resignation
effective as of the conclusion of this General Unitholders Meeting, and accordingly, we request that two
new supervisory directors be elected. Pursuant to provision of the proviso of the first sentence of Article 18,
Paragraph 2 of the Articles of Incorporation of the Investment Corporation, the term of office of thesupervisory directors elected pursuant to this resolution shall be from October 24, 2019 until the conclusionof a General Unitholders’ Meeting, at which the election of an executive director is proposed, that is held
within 30 days from the day following the date on which two years have elapsed since the election.
The candidates for supervisory director are as follows.
Candidate
No.

1

2

Name
(Date of Birth)

Brief Personal History

Yoshitsugu Oba(October 7, 1953)

November 1975 Joined Tohmatsu Aoki & Co.
June 1990 Partner, Tohmatsu & Co.
October 2010 Quality Control Division Manager, Deloite Touche
Tohmatsu
November 2010 Executive Board member
June 2016 Audit & Supervisory Board member, Mitsubishi Motors
Corporation
October 2017 Appointed auditor of ADR (currently serving)
June 2019 Appointed director of Mitsubishi Motors Corporation(currently serving)

Satoru Kobayashi(December 14, 1956)

November 1982 Passed bar exam
April 1985 Registered as a practicing lawyer
October 2005 Opened Satoru Kobayashi Law Office (currently Esperanza
Total Law Offices) as head of the firm (currently serving)
January 2013 Appointed auditor of Kokaido Roppongi (currently serving)
June 2014 Appointed Managing Director, Nichibenren Traffic
June 2015 Accident Consultation Center
June 2015 Appointed Councilor, Automobile Information Network
Association (currently serving)
June 2015 Appointed Councilor, Japan Design Number (currently
serving)
April 2018 Appointed Director, Nichibenren Traffic Accident
Consultation Center (currently serving)
June 2018 Appointed Deputy Chairman, Nichibenren Traffic Accident
Consultation Center (currently serving)• Neither candidate for supervisory director holds any investment units of ADR.
• There is no particular vested interest between either candidate for supervisory director and ADR.
• Of the above candidates for supervisory director, Yoshitsugu Oba currently oversees the execution ofbusiness in general by ADR as supervisory director.
• Of the above candidates for supervisory director, Yoshitsugu Oba was employed by Deloite Touche
Tohmatsu, ADR’s accounting auditors, but he was not involved in audit work relating to ADR, and since
three years have passed since he resigned from Deloite Touche Tohmatsu in June 2016, we have determinedthat he is able to supervise the executive officer from an independent and objective perspective.

9

Proposal No. 5

Appointment of 1 Substitute Supervisory Director

In case a vacancy arises in the office of supervisory director or the number of supervisory directors falls
below the quorum provided for under laws and regulations, we ask that one substitute supervisor directors be
appointed.
The candidate for substitute supervisory director are as follows.
Name(Date of Birth)

Brief Personal History

Hiromitsu Yamauchi(May 3, 1971)

Registered as an attorney
Joined Seiwameitetsu Law OfficeAppointed partner of Seiwameitetsu Law OfficeAppointed outside auditor of Meiji Yasuda AssetManagement Company Ltd.
June 2016 Appointed outside auditor of Meiji Yasuda General
Insurance Co., Ltd. (currently serving)
June 2018 Appointed outside director (auditing officer) of Meiji
Yasuda Asset Management Company Ltd.
September 2018 Joined Oku Katayama Sato Law Offices as partner(currently serving)
October 2001
March 2008
April 2009
June 2016• The candidate for substitute supervisory director does not hold any investment units of ADR.
• There is no particular vested interest between the candidate for substitute supervisory director and ADR.

Matter for Reference
If among the proposals submitted at the General Unitholders’ Meeting there is a proposal the import ofwhich conflicts with that of another proposal, the provisions governing “deemed approval” provided for in
Article 93, Paragraph 1, of the Act on Investment Trusts and Investment Corporations and Article 14 of ADR’s
Articles of Incorporation will not apply to either proposal.
None of the proposals set out above as Proposal No. 1, Proposal No. 2, Proposal No. 3, Proposal No. 4 andProposal No. 5 correspond to such a proposal of conflicting import.

10Map to General Unitholders’ Meeting
Location: Station Conference Tokyo
602, 6th Floor, Sapia Tower
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Phone: +81-3-6888-8080

Access by Train· A 2-minute walk from JR Line “Tokyo Station” Yaesu North Ticket Gate.
· Direct access to the building’s 1st floor entrance from B7 exit of Tokyo
Metro’s Tozai, Hanzomon, Marunouchi and Chiyoda Lines and Toei’s Mita
Line “Otemachi Station”

11