October 11, 2017

To Our Unitholders
Advance Residence Investment Corporation
1-105 Kanda-Jinbocho, Chiyoda-ku, TokyoKenji Kousaka, Executive Director

Convocation Notice for 4th General Unitholders’ Meeting
It is with pleasure that we invite you to attend the 4th 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 25, 2017 (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 conflictwith each other, all such proposals of conflicting import).
2. The number of voting rights represented by the unitholders who are deemed to have approved theproposals under the preceding Paragraph are counted in the number of voting rights represented by theunitholders present.
Meeting Details
October 26, 2017 (Thursday) 10:00A.M.
1. Time and Date
2. Location
Station Conference Tokyo
501, 5th 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 to venue’sreception. However, in accordance with Article 12, Paragraph 1, of ADR’s Articles of Incorporation, the proxy must 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) The Articles of Incorporation allows ADR to mainly invest in real estate related assets, in which thereal estates are used for residential purposes. Amendments will be made to the relevant portions ofthe Articles to allow ADR to invest, in addition to the assets mentioned above, in real estates that areused in providing lodging but can possibly be used for residential purposes. (Proposed Amendment
Attachment 1. Targets and Policies of Asset Management: Basic Policy of Asset Management).
(2) When ADR invests in securities and monetary claims, ADR places emphasis on stability andconvertibility. Amendments will be made to the relevant portions of the Articles such that, in cases
where the purpose is other than surplus fund management, ADR will be able to invest in securities
and monetary claims that are related to real estate and real estate backed securities (ProposedAmendment Attachment 1. Targets and Policies of Asset Management: Investment Restrictions).

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

Proposed Changes

Attachment 1Attachment 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

The Investment Corporation shall invest

mainly in real estate and other assets

mainly in real estate and other assets(meaning the assets set forth in Article 105,

(meaning the assets set forth in Article 105,

Item 1 of the Ordinance for Enforcement ofItem 1 of the Ordinance for Enforcement of

the Act on Investment Trusts and Investment

the Act on Investment Trusts and Investment

Corporations; the same applies throughout),

Corporations; the same applies throughout),of which it will invest in real estate, leaseholdof which it will invest in real estate, leasehold

rights in real estate, surface rights, and inrights in real estate, surface rights, and in

beneficiary interests in trusts under which

beneficiary interests in trusts under which

only

only

suchassets

havebeenplaced.

suchassetshavebeenplaced.

Furthermore, the Investment Corporation

Furthermore, the Investment Corporation

seeks to maximize unitholder value, aiming

seeks to maximize unitholder value, aiming

to secure stable profits and achieve asset

to secure stable profits and achieve asset

growth over the medium and long term by

growth over the medium and long term byinvesting primarily in real estate and otherinvesting primarily in real estate and otherassets related to real estate used for

assets related to real estate, used or that canresidential purposes with a focus on

be used for residential purposes (“Rentaldiversifying its investments among regionsHousing”) with a focus on diversifying its
investments among regions.

Targets of Asset Management

Targets of Asset Management(no change)(no change)

Investment Stance

Investment Stance(no change)(no change)

Investment Restrictions

Investment Restrictions(1) Restrictions relating to securities andmonetary claims(1) Restrictions relating to securities andThe Investment Corporation will place

The Investment Corporation will place

importance on stability and convertibility ofimportance on stability and convertibility ofinvestments into securities and monetaryinvestments into securities and monetaryclaims, and it will not make investments

claims when managing surplus funds, and in

aimed only at gaining positive management

other instances, shall take into consideration

profits.

the relationship with real estate and realmonetary claims

estate backed securities.
(2) to (4)(no change)(2) to (4)(no change)

Purpose and Scope of Loaning of Assets

Purpose and Scope of Loaning of Assets

Acquired

Acquired(no change)(no change)3

Proposal No. 2

Appointment of 1 Executive Director

The term of office of Executive Director Kenji Kousaka will expire at the conclusion of the GeneralUnitholders’ Meeting, and the Investment Corporation requests that an 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 26, 2017 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 6, 2017.
The candidate for executive director is as follows.
Name(Date of Birth)

Brief Personal History
April 1988
April 1994
April 1999
July 2001
October 2002
April 2004

Kenji Kousaka(July 5, 1965)

June 2005
February 2008
March 2008
April 2008
March 2010
March 2010

June 2013

Joined ITOCHU Corporation
Assigned to Osaka Construction & Realty Department No. 2
Assigned to Osaka Construction & Realty DepartmentAssigned to Real Estate Business Development Department
Appointed Deputy Manager of Osaka Construction Section No. 4, OsakaConstruction & Realty Department
Appointed Deputy Manager of Construction Section No. 3, Construction &Realty Department
Appointed Manager of Construction Section No. 2, Construction & Realty
Department and General Manager of Investment Advisory Office,Construction and Real Estate
Seconded to AD Investment Management Co., Ltd.
Appointed Managing Director and General Manager of Acquisition
Department
Appointed President and General Manager of Acquisition Department
Appointed Executive Director of Former Advance Residence Investment
Corporation
Appointed President and Representative Director of AD Investment
Management Co., Ltd.
Appointed Executive Director of ADR (currently serving)
Joined AD Investment Management Co., Ltd.
Appointed President and Representative Director & Manager of Internal
Auditing OfficeAppointed 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 “Asset Management 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 onMarch 5, 2008 pursuant to the provisions of Article 31-4, Paragraph 4, of the Financial Instruments andExchange Act (Act No. 25 of 1948; as amended) (the “Financial Instruments and Exchange Act”) prior torevision by the provisions of Article 1 of the Act for Partial Revision of the Financial Instruments andExchange 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 andADR.

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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 6, 2017.
The candidate for substitute executive director is as follows.
Name(Date of Birth)Takeshi Takano(June 19, 1963)

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

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

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Proposal No. 4

Appointment of 2 Supervisory Directors

The terms of office of Supervisory Directors Hidejiro Matsuda and Yoshiki Oshima will expire at theconclusion of the General Unitholders’ Meeting, and the Investment Corporation requests that two
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 26, 2017 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.
CandidateNo.

12Name(Date of Birth)

Brief Personal History

Yoshiki Oshima(February 28, 1946)

October 1967 Passed bar exam
April 1970 Registered as a practicing lawyer
April 1978 Opened Akasaka Law Office L.P.C. as President (currentlyserving)
September 2005 Appointed Supervisory Director of Former Advance
Residence Investment Corporation
March 2010 Appointed Supervisory Director of ADR (currently serving)

Yoshitsugu Oba(October 7, 1953)

November 1975 Joined Tohmatsu Awoki & Co.
June 1990 Partner, Tohmatsu & Co.
October 2010 Quality Control Division Manager, Deloite ToucheTohmatsu
November 2010 Managing Member, Deloite Touche Tohmatsu
June 2016 Audit & Supervisory Board member, Mitsubishi Motors
Corporation (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.

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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 beappointed.
The candidates for substitute supervisory director are as follows.
CandidateNo.

Name(Date of Birth)

1Satoru Kobayashi(December 14, 1956)

2

Kesao Endo
(November 28, 1951)

Brief Personal History
November 1982
April 1985
October 2005

Passed bar exam
Registered as a practicing lawyer
Opened Satoru Kobayashi Law Office as President(currently serving)

September 1979
March 1984
March 1986

Joined Coopers & Lybrand, Certified Public Accountants
Joined PriceWaterhouse Consulting
Joined Deloitte & Touche, Certified Public Accountants
Assigned to Los Angeles Office
Assigned to New York OfficeAppointed Partner of Kasumigaseki Audit Corporation
Appointed Outside Corporate Auditor of Akebono Brake
Industry Co., Ltd. (currently serving)
Appointed Partner of BDO Sanyu & Co.
Branch Manager, Endo Tax Firm (currently serving)
Outside director, Careerlink Co., Ltd. (currently serving)
Representative member, ABS Audit Corporation (currentlyserving)

December 1989
April 2000
June 2006
July 2012
October 2015
May 2016
November 2016

• 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 andADR.
• Satoru Kobayashi is to be appointed as a substitute in the event that the position of Yoshiki Oshima,
elected pursuant to Proposal No. 4, becomes vacant, and Kesao Endo is to be appointed as a substitutein the event that the position of Yoshitsugu Oba, elected pursuant to Proposal No. 4, becomes vacant.

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 inArticle 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.

7Map to General Unitholders’ Meeting
Location: Station Conference Tokyo
501, 5th Floor, Sapia Tower
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Phone: +81-3-6888-8080

Access by train
・2 Minutes 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”.

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