October 8, 2015
To Our Unitholders
Advance Residence Investment Corporation
1-105 Kanda-Jinbocho, Chiyoda-ku, Tokyo
Kenji Kousaka, Executive Director
Convocation Notice for 3rd General Unitholders’ Meeting
It is with pleasure that we invite you to attend the 3rd 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 22, 2015 (Thursday).
In accordance with Article 93, Paragraph 1, of the Act on Investment Trusts and Investment Corporations (ActNo. 198 of 1951; as amended) (the “Investment Trusts Act”), ADR has made provision for ‘deemed approval’ in
Article 14, Paragraph 1 and 2, of ADR’s current Articles of Incorporation as set out below. Please therefore notethat 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 have approved each of the proposals
being discussed at the meeting.
(Excerpt from ADR’s current 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 23, 2015 (Friday)

10:00A.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

Changes in 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 2 Substitute Supervisory Directors---------------------------------------------------------------------------------------------------------------------------------------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 tovenue’s reception. However, in accordance with Article 12, Paragraph 1, of ADR’s current Articles of Incorporation, the proxymust be one other ADR unitholder with voting rights.
◎ After the closing of the General Unitholders’ Meeting on the same day, a Management Performance Briefing will be held by
ADR’s asset management company AD Investment Management Co., Ltd. at the same venue. ADR kindly asks that you also
attend the briefing.
◎ How to find out about amendments to Reference Materials for General Unitholders’ Meeting
If it becomes necessary to amend matters that ought to be set out in the Reference Materials for General Unitholders’ Meeting, theamended matters will be posted on ADR’s website at http://www.adr-reit.com/en/.
◎◎

1

Reference Materials for General Unitholders’ Meeting
Proposals and Matters for Reference
Proposal No. 1

Changes in Articles of Incorporation

1. Reasons for Changes(1) In accordance with the revision of the Investment Trusts Act, provisions will be newly established and amended
as follows.
i.

A new provision is to be established with respect to convening general unitholders’ meetings of
ADR, thereby stipulating that such a meeting is to be convened on October 1, 2017 or thereafter
without delay, and subsequently convened biennially on October 1 or thereafter without delay, andalso convened from time to time as necessary proposed change of Article 9, Paragraph 3 .
ii. A new provision is to be established precluding the need for public notice with respect to generalunitholders’ meetings held up until 25 months have elapsed from the date of the immediately
preceding general unitholders’ meeting held in accordance with provisions set forth in the
proposed change of the first sentence of Article 9, Paragraph 3 proposed change of Article 9,
Paragraph 4 .
iii. With respect to terms of office of directors, a new provision is to be established that makes it
possible to extend or shorten a term of office of a director by resolution of a general unitholders’meeting, to the extent stipulated by the laws and regulations proposed change of Article 18,
Paragraph 2 .
(2) In order to ensure compliance with tax system revisions (including related regulations) pertaining to tax burden
issues involving tax accounting discrepancies of investment corporations, new provisions are to be establishedand necessary revisions and the like are to be made to related provisions with respect to allowing for distributionof funds in excess of profits with the objective of reducing ADR’s tax burden (proposed changes of Article 32,
Item 1-ii, and Article 32, Item 2).
(3) Pursuant to revision of the Ordinance for Enforcement of the Act on Investment Trusts and Investment
Corporations (Ordinance of the Prime Minister’s Office No. 129 of 2000; as amended, the “Ordinance for
Enforcement of the Investment Trusts Act”), the Articles of Incorporation must contain applicable wording incases of managing investment mainly in real estate and other assets (meaning those provided for in Article 105,
Item 1 of the Ordinance for Enforcement of the Investment Trusts Act). Accordingly, necessary revisions and thelike are to be made to related provisions (proposed changes of the introductory paragraphs “Basic Policy of AssetManagement” and “Targets of Asset Management,” and of Paragraph 4, Item 2, in Attachment 1, Targets andPolicies of Asset Management).
(4) In accordance with the types of specified assets added pursuant to revision of the Enforcement Order of theInvestment Trusts and Investment Corporations Act (Cabinet Order No. 480 of 2000; as amended), the specified
assets targeted for investment are to explicitly include renewable energy power generation facilities (proposedchange of Paragraph 3, Item 8 under “Targets of Asset Management” of Attachment 1, Targets and Policies ofAsset Management).
(5) Pursuant to revision of the Ordinance for Enforcement of the Act on Special Measures Concerning Taxation(Ministry of Finance Regulation No. 15, 1957; as amended), provisions are to be deleted due to changes that havebeen made to requirements for investment corporations to receive special provisions for taxation (Current
Articles of Incorporation, Item 6 under “Investment Stance” of Attachment 1, Targets and Policies of AssetManagement).
(6) Other necessary revisions are to be made including revisions to terminology and expressions, and deletion ofprovisions that are no longer necessary (Article 36 of the Current Articles of Incorporation, and the proposedchanges of Article 31 and Article 32, Item 5, and Item 1 under “Investment Stance” of Attachment 1, Targets andPolicies of Asset Management, and Paragraph 1, Item 10 and Paragraph 2, Item 2 of Attachment 2, Methods,
Criteria and Reference Dates for Valuating Assets).

22. List of Changes
The changes is as follows: (Changes are underlined)
Current Articles of Incorporation

Proposed Changes

Article 9 (Convocation)
1. through 2. (no change)

Article 9 (Convocation)
1. through 2. (no change)
3. The general unitholders’ meeting must be convened on
October 1, 2017 or thereafter without delay, andsubsequently convened biennially on October 1 orthereafter without delay. Furthermore, the generalunitholders’ meeting may be held from time to time asnecessary.
4. To convene the general unitholders' meeting, public
notice concerning the date of general meeting ofunitholders must be given at least 2 months before thedate of the general unitholders' meeting, and notice must
be dispatched to each unitholder in writing or byelectronic method in accordance with the laws or
regulations at least 2 weeks before the date of thegeneral unitholders' meeting. However, such public
notice is not required with respect to a generalunitholders’ meeting held prior to the date on which 25months have elapsed from the date on which theimmediately preceding general unitholders’ meeting washeld in accordance with the provisions of the first
sentence of the preceding paragraph.
Article 18 (Election and Term of Office of Directors)
1. (no change)
2. The term of office of a Director shall be 2 years from hisor her election. However, this shall not preclude
extending or shortening such period by resolution of ageneral unitholders’ meeting, to the extent stipulated by
the laws and regulations. Also, the term of office of a
Director elected to fill a vacancy or for increase in thenumber of Directors shall be the remainder of the termof office of the Director being replaced or that of the
Directors with whom office is held simultaneously.
3. (no change)
Article 31 (Business Term and Accounts Closing Date)
The business term of the Investment Corporation is fromFebruary 1 to the last day of July of each year and from
August 1 of each year to the last day of January of thefollowing year.

(new)

3. To convene the general unitholders' meeting, public
notice concerning the date of general meeting ofunitholders must be given at least 2 months before thedate of the general unitholders' meeting, and notice must
be dispatched to each unitholder in writing or byelectronic method in accordance with the laws or
regulations at least 2 weeks before the date of thegeneral unitholders' meeting.

Article 18 (Election and Term of Office of Directors)
1. (no change)
2. The term of office of a Director shall be 2 years from hisor her election. However, the term of office of a Director
elected to fill a vacancy or for increase in the number of
Directors shall be the remainder of the term of office of
the Director being replaced or that of the Directors withwhom office is held simultaneously.

3. (no change)
Article 31 (Business Term and Accounts Closing Date)
The business term of the Investment Corporation is fromFebruary 1 to the last day of July of each year and from
August 1 of each year to the last day of January of thefollowing year. However, the first business term after theincorporation of the Investment Corporation is from thedate of incorporation of the Investment Corporation to thelast day of January 2011.

3

Current Articles of Incorporation

Proposed Changes

Article 32 (Policy on Cash Distribution)(1) Distribution of profits(i)(no change)(ii) In principle, the amount of distribution is theamount determined by the Investment
Corporation that exceeds 90% of the amount of
profit available for dividend of the Investment
Corporation as set out in Article 67-15,
Paragraph 1, of the Special Taxation Measures
Act (the “Amount of Profit Available for
Dividend”). The Investment Corporation may
accumulate a long-term repair reserve, payment
reserve, dividend reserve, and any other similar
reserve and allowance considered necessary forthe maintenance or improvement of Managed
Assets out of the Distributable Amount.

Article 32 (Policy on Cash Distribution)(1) Distribution of profits(i)(no change)(ii) In principle, the amount of distribution is theamount determined by the Investment
Corporation that exceeds 90% of the amount of
profit available for dividend of the Investment
Corporation as set out in Article 67-15,
Paragraph 1, of the Special Taxation Measures
Act (the “Amount of Profit Available for
Dividend”). The Investment Corporation may
accumulate, retain or otherwise process a longterm repair reserve, payment reserve, dividend
reserve and any other similar reserve, allowanceor other amount considered necessary for the
maintenance or improvement of Managed
Assets out of the Distributable Amount.
(2) Distribution of cash exceeding profit
If the Distributable Amount is less than 90% of theAmount of Profit Available for Dividend, if it isotherwise considered appropriate by the Investment
Corporation or if it is possible to reduce theInvestment Corporation's burden of corporate
income tax and other taxes, the Investment
Corporation may distribute the amount determinedby the Investment Corporation not exceeding theamount set out in the Regulations of the Investment
Trusts Association, Japan (general incorporated
association; the “Investment Trusts Association”), as
cash exceeding profit. However, in this case, if theamount of cash distribution does not satisfy therequirements set out in special rules for taxation on
investment corporations, the Investment Corporation
may distribute in cash the amount in excess of theDistributable Amount determined by the Investment
Corporation for the purpose of satisfying thoserequirements.
(3) through (4) (no change)(5) Regulations of the Investment Trusts Association,Japan
The Investment Corporation shall make cash
distributions in accordance with the Regulations andother rules established by the Investment Trusts
Association, in addition to Items (1) through (4).

(2) Distribution of cash exceeding profit
If the Distributable Amount is less than 90% of
the Amount of Profit Available for Dividend or if
it is otherwise considered appropriate by theInvestment
Corporation,
theInvestment
Corporation may distribute the amountdetermined by the Investment Corporation notexceeding the amount set out in the Regulationsof the Investment Trusts Association, Japan(general incorporated association), as cash
exceeding profit. However, in this case, if theamount of cash distribution does not satisfy therequirements set out in special rules for taxation
on investment corporations, the Investment
Corporation may distribute in cash the amountdetermined by the Investment Corporation for the
purpose of satisfying those requirements.

(3) through (4) (no change)(5) Regulations of the Investment Trusts Association,Japan
The Investment Corporation shall make cash
distributions in accordance with the Regulations
and other rules established by the Investment
Trusts Association, Japan (general incorporated
association), in addition to Items (1) through (4).

4Current Articles of Incorporation

Proposed Changes

Article 36 (Revision Effectuation)
The revision described in the newly established Article
8-2 shall come into effect on the date that the revision of
the Investment Trusts Act, that recognizes theinvestment corporation acquires own investment units
for a consideration based on the agreement ofunitholders, comes into effect. Note that should it benecessary for regulations concerning the acquisition of
own investment units to be separately stipulated, thewording of the stipulations of Article 8-2 is to bechanged after the modification in accordance with thestipulations of the Investment Trusts Act.

(deleted)5

Current Articles of Incorporation

Proposed Changes

Attachment 1
Attachment 1
Targets and Policies of Asset Management
Targets and Policies of Asset Management
Basic Policy of Asset Management
Basic Policy of Asset Management
The Investment Corporation shall invest mainly in real
The Investment Corporation seeks to maximize
unitholder value, aiming to secure stable profits andestate and other assets (meaning the assets set forth inachieve asset growth over the medium and long term by
Article 105, Item 1 of the Ordinance for Enforcement ofinvesting primarily in real estate used for residential
the Act on Investment Trusts and Investment
purposes with a focus on diversifying its investments
Corporations; the same applies throughout), of which it
among regions.
will invest in real estate, leasehold rights in real estate,surface rights and in beneficiary interests in trusts underwhich only such assets have been placed in trust.
Furthermore, the Investment Corporation seeks tomaximize unitholder value, aiming to secure stableprofits and achieve asset growth over the medium andlong term by investing primarily in real estate and otherassets related to real estate used for residential purposeswith a focus on diversifying its investments among
regions.
Targets of Asset Management
Targets of Asset Management
The Investment Corporation invests in the following
The primary investment targets of the Investment
Corporation are the following types of real estate, etc.,
types of real estate and the like, and real-estate-backed
securities in accordance with the aforementioned Basicand real-estate-backed securities:
Policy of Asset Management:
1. through 2. (no change)
1. through 2. (no change)
3. The Investment Corporation may invest in the following 3. The Investment Corporation may invest in the following
specified assets in addition to real estate and the like,specified assets in addition to the real estate, etc., andand real-estate-backed securities provided for inreal-estate-backed securities provided for in Paragraphs
Paragraphs 1 and 2 above.
1 and 2 above.
(1) through (7) (no change)(1) through (7) (no change)(new)(8) Renewable energy power generation facilities(meaning those specified in Article 3, Item 11 of the
Enforcement Order of the Investment Trusts Act)
4. In investing in real estate, etc., the Investment 4. In investing in real estate and the like, the Investment
Corporation may invest in the following assets if
Corporation may invest in the following assets if
necessary.
necessary.
(1) (no change)(1) (no change)(2) Shares (limited to shares of management companies(2) Shares (limited to shares of management companies
and the like that manage real estate where theand the like that manage real estate where theInvestment Corporation acquires the shares incidental
Investment Corporation acquires the shares incidental
to investing in specified assets that are a primary
to investing in real estate and other assets that are theinvest target)
primary investment target)(3) through (7) (no change)(3) through (7) (no change)(5) (no change)(5) (no change)

6Current Articles of Incorporation

Proposed Changes

Investment Stance
Investment Stance(1) In investing in real estate (which includes real estate(1) In investing in real estate (which includes real estatethat is a principal trust asset when investing in trustthat is a principal trust asset when investing in trust
beneficiary interests; the same applies throughout),
beneficiary interests; the same applies throughout),
the Investment Corporation will invest in real estate
the Investment Corporation will invest in real estate
the primary use of which is for rental housing
the primary use of which is for rental housing(including multiple real estate where properties were(including single real estate properties for which thedeveloped as one project or in use as one entity inprimary use is rental housing in cases in which
which the primary use is rental housing; the same
multiple real estate properties were developed or usedapplies throughout) in a primary investment area ofas a single entity; the same applies throughout) in a
the 7 Major Tokyo Wards (which means Minato City,
primary investment area of the 7 Major Tokyo Wards
Chiyoda City, Shibuya City, Shinjuku City, Meguro(which means Minato City, Chiyoda City, Shibuya
City, Setagaya City, and Shinagawa City; the same
City, Shinjuku City, Meguro City, Setagaya City, andapplies throughout), Central Tokyo (which means the
Shinagawa City; the same applies throughout),
23 wards in Tokyo other than the 7 Major Tokyo
Central Tokyo (which means the 23 wards in Tokyo
Wards; the same applies throughout), Tokyo
other than the 7 Major Tokyo Wards; the same
Metropolitan Area (which means Tokyo, Kanagawa,
applies throughout), Tokyo Metropolitan Area (which
Saitama, and Chiba; the same applies throughout),means Tokyo, Kanagawa, Saitama, and Chiba; theand Regional Cities (which means cities designatedsame applies throughout), and Regional Cities (which
under government ordinance and cities similar tomeans cities designated under government ordinancesuch cities).
and cities similar to such cities).
(2) through (5) (no change)(2) through (5) (no change)(6) The Investment Corporation aims for the amount of(deleted)real estate, etc. (which, in this paragraph, means realestate (which means assets listed in Article 37,
Paragraph 3, Item 2 (a), (b) and (e), of theRegulations Concerning Accounting of Investment
Corporations (Cabinet Office Ordinance No. 47 of
2006; as amended); the same applies throughout thisparagraph), leasehold rights in real estate, assets
listed in (f) of said Item, surface rights, andservitudes; and beneficiary interests in trusts underwhich such assets have been placed in trust) toconstitute 70% or more of the amount of specified
assets held by the Investment Corporation.
Investment Restrictions
Investment Restrictions(no change)(no change)
Purpose and Scope of Loaning of Assets Acquired
Purpose and Scope of Loaning of Assets Acquired(no change)(no change)7

Current Articles of Incorporation

Proposed Changes

Attachment 2
Attachment 2
Methods, Criteria, and Reference Dates for Valuating Methods, Criteria, and Reference Dates for Valuating
AssetsAssets
1. The Investment Corporation's methods and criteria
1. The Investment Corporation's methods and criteria
for valuating assets are as follows depending on thefor valuating assets are as follows depending on thetype of assets targeted for investment:
type of assets targeted for investment:(1) through (9) (no change)(1) through (9) (no change)(10) Others(10)
OthersAssets not provided for above will be valuated as
Assets not provided for above will be valuated as
appropriate under the Investment Trusts Act
appropriate under the Investment Trusts Act
and the Valuation Rules of the Investment
and the Valuation Rules of the Investment
Trusts Association, or generally accepted
Trusts Association, Japan (general incorporated
accounting standards.
association), or generally accepted accounting
standards.
2. If the Investment Corporation is to make a valuation
2. If the Investment Corporation is to make a valuation
by a method different from any method set out inby a method different from any method set out insection 1 above for the purpose of indicating a value
section 1 above for the purpose of indicating a value
into an asset management report or the like, it shallinto an asset management report or the like, it shallmake the valuation as follows:
make the valuation as follows:(1) (no change)(1) (no change)(2) Beneficiary interests in trust under which real estate,(2) Beneficiary interests in trust under which real estate,leasehold rights in real estate, and surface rights haveleasehold rights in real estate, and surface rights havebeen placed in trust; and equity interests in silent
been placed in trust; and equity interests in silent
partnership that invests in real estate
partnership that invests in real estate
If the assets constituting the trust are the assets
If the assets constituting the trust are the assets
described in paragraph 1 above, the Investment
described in paragraph 1 above, the Investment
Corporation will valuate these assets based on the
Corporation will valuate these assets based on thesame paragraph. If the assets constituting the equity
same paragraph. If the assets constituting the equity
interests in silent partnership are the assets describedinterests in silent partnership are the assets describedin paragraph 1 above, the Investment Corporationin paragraph 1 above, the Investment Corporation
will valuate these assets on such bases as the amountwill valuate these assets on such bases as the amountvaluated as appropriate under the Valuation Rules ofvaluated as appropriate under the Valuation Rules of
the Investment Trusts Association. If the assets
the Investment Trusts Association, Japan (general
constituting the trust or the silent partnership areincorporated association). If the assets constituting
financial assets, the Investment Corporation will
the trust or the silent partnership are financial assets,
valuate these assets:
the Investment Corporation will valuate these assets:• first in accordance with generally accepted• first in accordance with generally accepted
accounting standards, andaccounting standards, and• then subtracting from those total amounts the• then subtracting from those total amounts theamount of liabilities of the trust or the silent
amount of liabilities of the trust or the silent
partnership, and calculating the proportionate amountpartnership, and calculating the proportionate amountof beneficiary interests in the trust or equity interestsof beneficiary interests in the trust or equity interestsin the silent partnership.
in the silent partnership.
3. (no change)
3. (no change)

8

Proposal No. 2

Appointment of 1 Executive Director

Executive Director Kenji Kousaka has submitted a request expressing the intention to once resign from the position of
executive director of ADR at the closing of the General Unitholders’ Meeting. We thus ask that an executive director be newly
appointed. The term of office of the executive director in this proposal shall be from October 23, 2015, and until theconclusion of a general unitholders’ meeting at which the election of an executive director is proposed, and that is held within
30 days from the day following the date on which two years have elapsed since the election, on the basis of Article 99,
Paragraph 2 of the Investment Trusts Act, and the provision of the proviso of the first sentence of Article 18, Paragraph 2 of
the Articles of Incorporation of the Investment Corporation subsequent to the changes set forth in Proposal No. 1. However,
the application of such provisions of the Investment Trusts Act and the Articles of Incorporation subsequent to the changes issubject to approval of Proposal No. 1.
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 8, 2015.
The candidate for executive director is as follows.
Name(Date of Birth)

Kenji Kousaka(July 5, 1965)

Brief Personal History
April 1988

Joined ITOCHU Corporation
Assigned to Osaka Construction & Realty Department No. 2

April 1994

Assigned to Osaka Construction & Realty Department

April 1999

Assigned to Real Estate Business Development Department

July 2001

Appointed Deputy Manager of Osaka Construction Section No. 4, Osaka Construction &Realty Department

October 2002

Appointed Deputy Manager of Construction Section No. 3, Construction & Realty Department

April 2004

Appointed Manager of Construction Section No. 2, Construction & Realty Department andGeneral Manager of Investment Advisory Office, Construction and Real Estate

June 2005

Seconded to AD Investment Management Co., Ltd.
Appointed Managing Director and General Manager of Acquisition Department

February 2008

Appointed President and General Manager of Acquisition Department

March 2008

Appointed Executive Director of Former Advance Residence Investment Corporation

April 2008

Appointed President and Representative Director of AD Investment Management Co., Ltd.

March 2010

Appointed Executive Director of ADR (currently serving)

March 2010

Joined AD Investment Management Co., Ltd.
Appointed President and Representative Director & Manager of Internal Auditing Office

June 2013

Appointed President and Representative Director (currently serving)• The candidate for executive director does not hold any investment units of ADR.
• The candidate for executive director concurrently serves as president of AD Investment Management Co., Ltd. (the “AssetManagement Company”) with which ADR has entered into an asset management agreement.
The Commissioner of the Financial Services Agency was notified of the concurrent holding of positions on March 5, 2008
pursuant to the provisions of Article 31-4, Paragraph 4, of the Financial Instruments and Exchange Act (Act No. 25 of 1948;
as amended) (the “Financial Instruments and Exchange Act”) prior to revision by the provisions of Article 1 of the Act for
Partial Revision of the Financial Instruments and Exchange Act (Act No. 65 of 2008) (Article 31-4, Paragraph 1, of the
Financial Instruments and Exchange Act as of the date of this document).
• Other than the above, there is no particular vested interest between the candidate for executive director and ADR.

9

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 the board of
directors’ meeting held on September 8, 2015.
The candidate for substitute executive director is as follows.
Name(Date of Birth)

Brief Personal History
January 1985
November 1996

Takeshi Takano(June 19, 1963)

Joined Musashi-Fuchu Aoiro Incorporated Association
Joined Yamato Glass Co., Ltd. (currently, Yamato Material Co., Ltd.)May 2001

Joined Pacific Management Corporation (currently, Pacific Holdings, Inc. (company underreorganization))

June 2004

Appointed Director of Pacific Investment Advisors Corporation

February 2008
March 2010

Appointed President and Chairman of the Board
Appointed Executive Director and Head of Investment & Asset Management Department of
AD Investment Management Co., Ltd. (currently serving)• The candidate for substitute executive director does not hold any investment units of ADR.
• The candidate for substitute executive director is an executive director of the Asset Management Company.
• Other than the above, there is no particular vested interest between the candidate for substitute executive director and ADR.
• 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.

10

Proposal No. 4

Appointment of 2 Supervisory Directors

Supervisory Directors Hidejiro Matsuda and Yoshiki Oshima have each submitted a request expressing the intention toonce resign from the position of supervisory director of ADR at the closing of the General Unitholders’ Meeting. We thus ask
that two supervisory directors be newly appointed. The term of office of the supervisory directors in this proposal shall befrom October 23, 2015, and until the conclusion of a general unitholders’ meeting at which the election of supervisory
directors are proposed, and that is held within 30 days from the day following the date on which two years have elapsed since
the election, on the basis of the provision of the proviso of the first sentence of Article 18, Paragraph 2 of the Articles ofIncorporation of the Investment Corporation subsequent to the changes set forth in Proposal No. 1. However, the applicationof such provisions of the Articles of Incorporation subsequent to the changes is subject to approval of Proposal No. 1.
The candidates for supervisory director are as follows.
Candidate
No.

Name(Date of Birth)

Brief Personal History
June 1964
December 1964

Hidejiro Matsuda(April 17, 1938)

Opened Hidejiro Matsuda CPA Office as President (currently serving)

June 1969

Joined IBM Japan, Ltd.

Joined Dow Chemical Japan Ltd. as Budget Management General Manager

July 1981

Joined Triumph International (Japan) Ltd. as Director and CFO

November 1984

Joined AMP Japan Inc. as CFO

December 1992

Joined Molex Japan Co., Ltd. (currently, Molex Japan LLC.) as Financial
Director in charge of North Asia and CFO
Joined TYO as Auditor (currently serving)

June 2001

Appointed Auditor of Kao Corporation

March 2005

Appointed Director of DREAMUSIC Inc.

September 2005
June 2006

Yoshiki Oshima(February 28, 1946)

Joined Tohmatsu Awoki & Co. (currently, Deloitte Touche Tohmatsu)

May 1981

October 1999

2

Joined PWC Accounting Offices

April 1969

March 1971

1

Joined Eisuke Ito Certified Accounting Offices

Appointed Supervisory Director of Former Advance Residence Investment
Corporation
Appointed Auditor of Akebono Brake Industry Co., Ltd.

March 2010

Appointed Supervisory Director of ADR (currently serving)

October 1967

Passed bar exam

April 1970

Registered as a practicing lawyer

April 1978

Opened Akasaka Law Office L.P.C. as President (currently serving)

September 2005
March 2010

Appointed Supervisory Director of Former Advance Residence Investment
Corporation
Appointed Supervisory Director of ADR (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.

11

Proposal No. 5

Appointment of 2 Substitute Supervisory Directors

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 two substitute supervisory directors be appointed.
The candidates for substitute supervisory director are as follows.
Candidate
No.

Name(Date of Birth)

Brief Personal History
September 1979 Joined Coopers & Lybrand, Certified Public Accountants
March 1984 Joined PriceWaterhouse Consulting
March 1986 Joined Deloitte & Touche, Certified Public Accountants
Assigned to Los Angeles Office1

Kesao Endo
(November 28, 1951)

December 1989 Assigned to New York Office
April 2000 Appointed Partner of Kasumigaseki Audit Corporation
June 2006 Appointed Outside Corporate Auditor of Akebono Brake Industry Co., Ltd.
(currently serving)
July 2012 Appointed Partner of BDO Sanyu & Co. (currently serving)
November 1982 Passed bar exam

2

Satoru Kobayashi(December 14, 1956)

April 1985 Registered as a practicing lawyer
October 2005 Opened Satoru Kobayashi Law Office as President (currently serving)• Neither candidate for substitute supervisory director holds any investment units of ADR.
• There is no particular vested interest between either candidate for substitute supervisory director and ADR.
• Kesao Endo is to be appointed as a substitute in the event that Hidejiro Matsuda is appointed as Supervisory Director basedon Proposal No. 4, and Satoru Kobayashi is to be appointed as a substitute in the event that Yoshiki Oshima is appointed as
Supervisory Director based on Proposal No. 4.

Matter for Reference
If among the proposals submitted at the General Unitholders’ Meeting there is a proposal the import of which conflicts withthat 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 and Proposal No. 5
correspond to such a proposal of conflicting import.

12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

Station ConferenceTokyo
Sapia Tower

Access by train
・ 2 Minutes walk from JR Line “Tokyo Station”Yaesu North Ticket Gate.
・ 1 Minute walk from Shinkansen “Tokyo Station” Nihonbashi Ticket Gate.
・ Direct access to the building’s 1ST floor entrance from B7 exit of Tokyo Metro’s
Hanzomon, Marunouchi and Chiyoda Line and Toei’s Mita Line “Otemachi station”.

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