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)
October 31, 2023
Japan Hotel REIT Investment Corporation
Ebisu Neonato, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Kaname Masuda
Dear Unitholders,Convocation Notice of the 12th General Meeting of Unitholders
This is to inform you that you are cordially invited to participate in the 12th General Meeting of Unitholdersof Japan Hotel REIT Investment Corporation (hereinafter called “JHR”) which will be held as described
below.
When deciding whether or not to attend the General Meeting of Unitholders, we sincerely ask you tobear in mind the infection situation of COVID-19 in Japan and take into consideration other factors,
such as your health conditions. Please note that you are entitled to exercise your voting rights at this
General Meeting of Unitholders in writing if you do not attend the meeting. In such case, please
review the following Reference Materials for this General Meeting of Unitholders, indicate your votes
in favor or against the proposal on the enclosed voting rights exercise form, and return it to us,
ensuring that it reaches us by no later than 5:30 p.m. on Tuesday, November 21, 2023. If you submit
the form without indicating your votes in favor or against any proposal, it will be deemed that you
have made a declaration in favor of such proposal.
Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations (hereinafter called “the Investment Trust Act”), JHR has set out provisions concerning“Deemed Approval” in Article 14 of its current Articles of Incorporation as described below. None of the
proposals submitted to this General Meeting of Unitholders falls under the proposal set out in Article 14,
Paragraph 2 of the current Articles of Incorporation. Accordingly, please be aware that if you are notpresent 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
by unitholders present at this General Meeting of Unitholders and will be deemed to have approved
the proposal (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. Notwithstanding the provisions of the preceding paragraph, the provisions of the preceding paragraph1

of the deemed approval shall not be applied to the resolutions of the proposals pertaining to Article 104,
Paragraph 1 (Dismissal of Director and Accounting Auditor), Article 140 (Revision to the Articles ofIncorporation) (provided that this is only applicable to the creation, revision and abolition of theprovisions related to the deemed approval), Article 143, Item 3 (Dissolution), Article 205, Paragraph 2(Consent to the Cancellation of Asset Management Agreement) or Article 206, Paragraph 1(Cancellation of Asset Management Agreement) in the Investment Trust Act.
3. The number of voting rights represented by the unitholders who are deemed to have approved the
proposals under Paragraph 1 are included in the number of voting rights represented by the unitholders
present.
In connection with the convocation of this General Meeting of Unitholders, JHR is taking electronic
provision measures for the information contained in the Reference Materials for this General Meeting ofUnitholders, etc. (matters subject to electronic provision measures). On JHR’s website as indicated below,
matters subject to electronic provision measures are listed as “Convocation Notice of the 12th General
Meeting of Unitholders.” Please access our website and review such information. In addition, printed copies
of Reference Materials for this General Meeting of Unitholders, etc. are sent to all unitholders, regardlessof whether or not they have requested the delivery of printed copies.
JHR’s website:
https://www.jhrth.co.jp/en/ir/meeting.html
In addition to the website mentioned above, the matters subject to electronic provision measures have also
been posted on the website of the Tokyo Stock Exchange (TSE). Therefore, you may access the information
by visiting the following TSE website (Tokyo Stock Exchange Listed Company Search), entering andsearching the issuer name (Japan Hotel REIT Investment Corporation) or security code (8985), andselecting “Basic information,” “Documents for public inspection/PR information,” and “Notice of General
Investors Meeting / Informational Materials for a General Investors Meeting”.
TES website (Tokyo Stock Exchange Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show2

1.

Date and Time:

Wednesday, November 22, 2023 at 10:00 a.m. (Reception opens at 9:30 a.m.)2.

Venue:

Room A+B+C, BELLESALLE Yaesu
2F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo⚫

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

⚫
3.

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

Purpose of this General Meeting of Unitholders:
Proposals to be Resolved
Proposal 1
Partial Amendments to the Articles of Incorporation
Proposal 2
Election of One (1) Executive Director
Proposal 3
Election of Three (3) Supervisory Directors
Proposal 4
Election of One (1) Substitute Executive DirectorEnd………………………………………………………………………………………………………………..
⚫ 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 this
General Meeting of Unitholders.
⚫ Briefing session on operating status by Japan Hotel REIT Advisors Co., Ltd., JHR’s asset
management company, which has usually been held after the closing of a General Meeting ofUnitholders, will not be held, for the purpose of shortening the time of unitholders staying at
the venue, because the infection situation of COVID-19 as of the date of the meeting remains
uncertain. Your understanding is highly appreciated. Regarding our operating status, afinancial results briefing webcast and midterm financial results briefing materials for the 24th
fiscal period (midterm for the fiscal period ending December 31, 2023) and other latest fundinformation are available on our website (https://www.jhrth.co.jp/en/).
⚫ Please note that if any revisions are made to the matters subject to electronic provision measures, such
revisions, as well as the items before and after the revisions were made, will be posted on JHR’s
website and the TSE website mentioned above.
⚫ A notice of the resolutions will be posted on JHR’s website after the conclusion of the General
Meeting of Unitholders.
⚫ In light of the infection situation of COVID-19, JHR may take measures to prevent the spread of
infection at this General Meeting of Unitholders. We would like to ask for your cooperation in thefollowing measures, if any, to prevent the spread of infection: We may have to postpone this General
Meeting of Unitholders due to unavoidable circumstances, such as sudden restrictions on use of thevenue or other future changes in the circumstances. We ask that you check our website(https://www.jhrth.co.jp/en/) in advance as we may post announcements on postponement of this
General Meeting of Unitholders.

3<Requests to Unitholders>⚫

If you are considering attending this General Meeting of Unitholders in person, please be mindful ofthe infection situation of the outbreak of COVID-19 and the administrative measures taken at the timeof the holding of this General Meeting of Unitholders, as well as your own health conditions up tothen. We ask that you reconsider as extra precaution if there is any element of doubt. As you areentitled to exercise your voting rights at this General Meeting of Unitholders in writing, we would
like to ask you again to consider exercising your voting rights by the enclosed voting rights exercise
form instead of attending this General Meeting of Unitholders in person.

<Requests to Attending Unitholders>⚫

⚫

⚫

We may ask for the cooperation of attending unitholders insofar as infection prevention measures areconcerned, such as requesting the wearing of face masks, sanitizing of hands using alcohol-based
hand sanitizers, and taking of body temperatures.
Please be advised in advance that unitholders who are found to have fever at the time of theirtemperatures being taken and/or unitholders who show symptoms such as cough and appear to be
unwell during this General Meeting of Unitholders may be approached by organizing staff and asked
to refrain from attending this General Meeting of Unitholders.
In addition, from the viewpoint of maintaining order at this General Meeting of Unitholders andensuring the safety and security of all unitholders, we may take necessary measures (including placing
gaps between seats and ensuring that organizing staff wearing masks). We ask for your understanding
and cooperation.

4

Reference Materials for this General Meeting of Unitholders
Proposals and Reference Items
Proposal 1
Partial Amendments to the Articles of Incorporation
1.

Reasons for amendments(1) With the enforcement on September 1, 2022 of the revised provision prescribed in Item 3 of the
Supplementary Provisions of the Act on Arrangement of Relevant Acts Incidental to Enforcementof the Act Partially Amending the Companies Act (Act No. 71 of 2019), an amendment is deemed
to have been made as of September 1, 2022 to JHR’s Articles of Incorporation to the effect that
JHR shall take electronic provision measures in relation to information contained in the referencematerials, etc. for general meeting of unitholders. For the purposes of clarification, JHR will add
a provision to that effect to its Articles of Incorporation (Article 9, Paragraph 5 of the Proposed
Amendments). Further, in relation to the introduction of the electronic provision measures, withrespect to the scope of items to be stated in the materials to be delivered to unitholders that haverequested the delivery of printed copies, JHR will add to its Articles of Incorporation a provisionthat enables omission of all or part of the items whose omission is permitted under the Ordinancefor Enforcement of the Act on Investment Trusts and Investment Corporations (Article 9,
Paragraph 6 of the Proposed Amendments).
(2) To amend the relevant provisions in order to make possible electronic signatures of the meeting
minutes of the Board of Directors, for the purpose of streamlining administrative work (Article
21, Paragraph 2 of the Proposed Amendments).
(3) To amend the relevant provisions so as to limit the scope of the securities and monetary claims
subject to investment restrictions in order to diversify the investment methods of JHR and tofurther expand investment opportunities (Article 29, Paragraph of the Proposed Amendments).
(4) To make adjustments to the wording by moving defined terms or clarifying expressions inconjunction with the above-mentioned amendments to the Articles of Incorporation (Article 27,
Paragraph 5; Article 32, Paragraph 1, Item (9); Article 32, Paragraph 2, Item (3); and Article 40,
Paragraph 2 of the Proposed Amendments).

2.

Details of Revisions
We propose partial amendments to the current Articles of Incorporation as follows:(Parts to be revised are underlined.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER III UNITHOLDERS’ MEETING

CHAPTER III UNITHOLDERS’ MEETING(Convening and Convening of Meetings)
Article 9
In principle, a unitholders’ meetingshall be held at least once every two(2) years.
2. (Omitted)(Convening and Convening of Meetings)
Article 9
In principle, a unitholders’ meetingshall be held at least once every two(2) years.
2. (Unchanged)53. (Omitted)
4. (Omitted)
5. (New)

3. (Unchanged)
4. (Unchanged)
5.
Upon convening a general meetingof unitholders, JHR shall takeelectronic provision measures inrelation to information contained in
the reference materials, etc. for thegeneral meeting of unitholders.
6.
Of the items to be provided underelectronic provision measures, JHR
may omit all or part of the items
prescribed in the Ordinance for
Enforcement of the Act on
Investment Trusts and Investment
Corporations (hereinafter called the“Enforcement Ordinance of theInvestment Trusts Act”) fromdocuments to be delivered tounitholders that have requested thedelivery of printed copies on or
before the record date for entitlement
to voting rights.

6. (New)

CHAPTER V. BOARD OF DIRECTORSCHAPTER V. BOARD OF DIRECTORS(Resolutions, etc.)(Resolutions, etc.)
Article 21 Unless otherwise provided for in Article 21 Unless otherwise provided for inapplicable laws, regulations, or theseapplicable laws, regulations, or these
Articles of Incorporation, theArticles of Incorporation, theresolutions of meetings of the Board
resolutions of meetings of the Boardof Directors shall be adopted by aof Directors shall be adopted by amajority of the voting rights of the
majority of the voting rights of themembers present at the meeting,members present at the meeting,which must be attended by a majority
which must be attended by a majorityof those members entitled to vote onof those members entitled to vote on
the resolution.
the resolution.
2.
With regard to the matters of 2.
With regard to the matters ofbusiness at a meeting of the Board ofbusiness at a meeting of the Board of
Directors, meeting minutes shall be
Directors, meeting minutes shall be
prepared pursuant to applicable laws
prepared pursuant to applicable laws
and regulations, and the Executive
and regulations, and the Executive
Directors and Supervisory Directors
Directors and Supervisory Directors
present at the relevant meeting shallpresent at the relevant meeting shallaffix their signatures or their names
affix their signatures, their names andand seals on such minutes.
seals, or electronic signatures on suchminutes.
3. (Omitted)
3. (Unchanged)
6

CHAPTER VII. TARGETS AND POLICIESCHAPTER VII. TARGETS AND POLICIESOF ASSET MANAGEMENT

OF ASSET MANAGEMENT(Investment Stance)
Article 27 JHR shall invest in Real Estate, etc.
for Hotel (Real Estate, etc. for Hotelis Real-Estate-Related Assets (Real
Estate etc. (as defined in Article 28,
Paragraph 2, Item (2); the same
applies hereinafter) and Real-EstateBacked Securities (as defined in
Article 28, Paragraph 2, Item (3); thesame applies hereinafter) the same
applies hereinafter) composed of or
backed by real estate or Real Estate
Equivalents (as defined in Article 28,
Paragraph, 2, Item (2); the same
applies hereinafter) relating to such
real estate that all or part of which isused as hotels; the same applies
hereinafter).
JHR may also invest in Real-EstateRelated Assets composed of or
backed by real estate or Real Estate
Equivalents related to such real estate
all or part of which is used as (1)resort facilities, etc., (2) residence
leased or accommodation offeredwith furniture or otherwise after its
environment is improved at a certain
level,
or(3)
residenceor
accommodation which can provide a
certain service such as concierge
service to the lessees or the guests.
Provided, however, that when it ispossible to use multiple properties,
leasehold rights in real estate or
surface rights integrally from thepoint of view of social economy andall or part of any one of them is used
for hotel or (1) through (3) as
described above, JHR may acquire allor part of Real-Estate-Related Assets
composed of or backed by such
multiple properties, leasehold rights(Investment Stance)
Article 27 JHR shall invest in Real Estate, etc.
for Hotel (Real Estate, etc. for Hotelis Real-Estate-Related Assets (Real
Estate etc. (as defined in Article 28,
Paragraph 2, Item (2); the same
applies hereinafter) and Real-EstateBacked Securities (as defined in
Article 28, Paragraph 2, Item (3); thesame applies hereinafter) the same
applies hereinafter) composed of or
backed by real estate or Real Estate
Equivalents (as defined in Article 28,
Paragraph, 2, Item (2); the same
applies hereinafter) relating to such
real estate that all or part of which isused as hotels; the same applies
hereinafter).
JHR may also invest in Real-EstateRelated Assets composed of or
backed by real estate or Real Estate
Equivalents related to such real estate
all or part of which is used as (1)resort facilities, etc., (2) residence
leased or accommodation offeredwith furniture or otherwise after its
environment is improved at a certain
level,
or(3)
residenceor
accommodation which can provide a
certain service such as concierge
service to the lessees or the guests.
Provided, however, that when it ispossible to use multiple properties,
leasehold rights in real estate or
surface rights integrally from thepoint of view of social economy andall or part of any one of them is used
for hotel or (1) through (3) as
described above, JHR may acquire allor part of Real-Estate-Related Assets
composed of or backed by such
multiple properties, leasehold rights
7

in real estate or surface rights, or Real
Estate Equivalents relating to them,subject to acquisition or possession of
all or part of relevant Real Estate, etc.
for Hotel.
2. (Omitted)
3. (Omitted)
4. (Omitted)
5．
In the case stated in Article 116-2 ofthe Order for Enforcement of the Act
on Investment Trusts and Investment
Corporations (hereinafter called the“Enforcement Order of the Investment
Trusts Act”), JHR may invest in sharesor investment in corporation(s) set
forth in Article 221, Paragraph 2, Item(1) of the Ordinance for Enforcementof the Act on Investment Trusts andInvestment Corporations (hereinafter
called the “Enforcement Ordinance oftheInvestment
TrustsAct”)(hereinafter called the “corporation(s)holding overseas real estate”) in
which case numbers of issued sharesor investment to be acquired will
exceed the number calculated bymultiplying the rate set forth in Article
221 of the Enforcement Ordinance of
the Investment Trusts Act by total
issuedsharesorinvestment(excluding
sharesownedorinvestment by the corporation(s)holding overseas real estate).

in real estate or surface rights, or Real
Estate Equivalents relating to them,subject to acquisition or possession of
all or part of relevant Real Estate, etc.
for Hotel.
2. (Unchanged)
3. (Unchanged)
4. (Unchanged)
5．
In the case stated in Article 116-2 ofthe Order for Enforcement of the Act
on Investment Trusts and Investment
Corporations (hereinafter called the“Enforcement Order of the Investment
Trusts Act”), JHR may invest in sharesor investment in corporation(s) set
forth in Article 221, Paragraph 2, Item(1) of the Enforcement Ordinance of
the Investment Trusts Act (hereinafter
called the “corporation(s) holding
overseas real estate”) in which casenumbers of issued shares orinvestment to be acquired will exceed
the number calculated by multiplying
the rate set forth in Article 221 of the
Enforcement Ordinance of theInvestment Trusts Act by total issued
shares or investment(excluding
shares owned or investment by the
corporation(s) holding overseas realestate).

(Investment Restrictions)
Article 29 JHR shall not invest actively in the
securities and monetary claims set
forth in Paragraph 3 of the preceding
Article, but rather seek to makeinvestments by taking the safety andliquidity factors or the relationshipthereof with the specified assets set
forth in Paragraph 2 of the preceding
Article into consideration.

(Investment Restrictions)
Article 29 JHR shall not invest actively in the
securities set forth in Paragraph 3,
Item (3) (iv) and monetary claims set
forth in Paragraph 3, Item (5) (iii) of
the preceding Article, but rather seek
to make investments by taking thesafety and liquidity factors or the
relationship thereof with the specified
assets set forth in Paragraph 2 of thepreceding Article into consideration.
2. (Unchanged)

2. (Omitted)

8

(Methods, Criteria and Reference Dates for (Methods, Criteria and Reference Dates for
Evaluating Assets)
Evaluating Assets)
Article 32 The Investment Corporation uses Article 32 The Investment Corporation uses
the following methods for evaluating
the following methods for evaluating
assets depending on the type of theassets depending on the type of theAssets Under Management in
Assets Under Management inaccordance with the Regulation on
accordance with the Regulation on
Accountingsof
Investment
Accountingsof
Investment
Corporations (Cabinet Office Order
Corporations (Cabinet Office OrderNo. 47 of 2006), the Regulation for
No. 47 of 2006), the Regulation forReal Estate Investment Trusts andReal Estate Investment Trusts andReal Estate Investment Corporations
Real Estate Investment Corporations
and other regulations established byand other regulations established by
the Investment Trusts Association,
the Investment Trusts Association,
Japan (Japanese name: Ippan Shadan
Japan (Japanese name: Ippan Shadan
Houjin Toushi Shintaku Kyoukai; theHoujin Toushi Shintaku Kyoukai; the“ITA”) and the generally accepted“ITA”) and the generally accepted
corporate accounting standards andcorporate accounting standards andpractice:practice:(1)-(8) (Omitted)(1)-(8) (Unchanged)(9) Rights associated with derivatives(9) Rights associated with derivatives
products (as set out in Article 28,
products (as set out in Article 28,
Paragraph 3, Item (8))
Paragraph 3, Item (8))
The evaluation of net credits and
The evaluation of net credits andliabilities arising from derivative
liabilities arising from derivativetrades shall be made at market
trades shall be made at market
values.
values.
However, hedge accounting shall
However, hedge accounting shallbe applied to those transactions
be applied to those transactions
found to be hedge transactions
found to be hedge transactions
under generally accepted corporate
under generally accepted corporate
accounting standards. In addition,accounting standards, and thethe special accounting treatment
special accounting treatment may
may be applied to the transactions
be applied to the transactions thatthat meet the requirements formeet the requirements for special
special accounting treatment ofaccounting treatment of interest rateinterest rate swap transactions
swap transactions stipulated in the
stipulatedinthefinancialfinancial instruments accounting
instruments accounting standards.
standards.
(10)-(11) (Omitted)(10)-(11) (Unchanged)2.
For evaluation for the purpose of stating 2.
For evaluation for the purpose of stating
values in asset management reports andvalues in asset management reports andthe like, using a method different fromthe like, using a method different fromthose set forth in the preceding
those set forth in the preceding
paragraph, evaluation shall be as
paragraph, evaluation shall be as
follows.
follows.
(1)-(2) (Omitted)(1)-(2) (Unchanged)9(3) Rights associated with derivatives
products (when the special
treatment for interest rate swaps isadopted pursuant to this Article,
Paragraph 1, Item (9)These shall be evaluated at a value
set out in this Article, Paragraph 1,
Item (9)3. (Omitted)(3) Rights associated with derivatives
products (when the special
treatment for interest rate swaps isadopted pursuant to the proviso of
this Article, Paragraph 1, Item (9))
These shall be evaluated at a value
set out in the main clause of this
Article, Paragraph 1, Item (9)3. (Unchanged)

CHAPTER VIII. COMMISSION OF
BUSINESS AND ADMINISTRATIVESERVICES

CHAPTER VIII. COMMISSION OF
BUSINESS AND ADMINISTRATIVESERVICES(Commission of Management and Custody ofAssets and Other Business and Administrative
Services)
Article 40 The Investment Corporation shall, in
accordance with the Investment Trusts
Act, commission the management of its
assets to the Asset Management
Company, and the custody thereof tothe custodian of assets.
2.
The Investment Corporation shallcommission
anyadministrative
services, excluding services relating to
the management and custody of its
assets, regulated to be commissioned toa third party pursuant to the Investment
Trusts Act (“general administrative
services”) to a third party.

(Commission of Management and Custody ofAssets and Other Business and Administrative
Services)
Article 40 The Investment Corporation shall, in
accordance with the Investment Trusts
Act, commission the management of its
assets to the Asset Management
Company, and the custody thereof tothe custodian of assets.
2.
The Investment Corporation shallcommission
anyadministrative
services, excluding services relating to
the management and custody of its
assets, regulated to be commissioned toa third party pursuant to the Investment
Trusts Act to a third party.

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, 2020
Revised: November 25, 2021

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, 2020
Revised: November 25, 2021
Revised: November 22, 2023

10

Proposal 2: Election of One (1) Executive Director
Executive Director of JHR, Kaname Masuda, applied for a resignation for the purpose of an adjustment of
his term of office at the closing of this General Meeting of Unitholders. Therefore, JHR proposes to electone Executive Director at this General Meeting of Unitholders. In accordance with the provision of theproviso to the first sentence of Article 17, Paragraph 2 of JHR’s current Articles of Incorporation and
Article 99, Paragraph 2 of the Investment Trust Act, the term of office of the Executive Director
commences upon election and continues until the closing of the general meeting of unitholders which will
be held within 30 days from the day immediately after the two (2) year anniversary of the election of the
Executive Director.
The proposal will be submitted based on unanimous consent of Supervisory Directors at the board of
directors’ meeting held on October 12, 2023.
The candidate for Executive Director is as follows.
Name(Date of Birth)

Profile, Important Concurrent Posts, and Position at JHR
Apr. 1990
Oct. 1998

Registered as a lawyer (Daiichi Tokyo Bar Association)
Nishimura & Partners (present, Nishimura & Asahi)
Merrill Lynch Japan Securities Co., Ltd.

Nov. 2000

General Counsel of Merrill Lynch Japan Securities Co., Ltd.

Mar. 2001

Executive Director of Merrill Lynch Japan Securities Co., Ltd.
(concurrent position)
Enrolled in Columbia Law School, Columbia University, U.S.

Aug. 2002
May 2003
Sep. 2006
Feb. 2008
Kaname Masuda(April 25, 1963)

Graduated from Columbia Law School, Columbia University,
U.S. (LL.M.)
Registered as a lawyer, State of New York, U.S.

Jun. 2008

Established Masuda & Partners Law Office
Representative Partner (current)
Outside Corporate Auditor of Jibun Bank Corporation

Sep. 2010

Executive Director of Japan Hotel and Resort, Inc.

Feb. 2012

Outside Corporate Auditor of Commons Asset Management, Inc.
(current)
Outside Corporate Auditor of CROSSWARP Inc.

Oct. 2014
Nov. 2015
Mar. 2016
Apr. 2019
Jun. 2021
Jun. 2023

Executive Director of Japan Hotel REIT Investment Corporation(current)
Director (Independent Officer), Member of Audit andSupervisory Committee of GMO Internet Group, Inc. (current)
Outside Corporate Auditor of au Financial Holdings Corporation(current)
Outside Director, Member of the Audit and Supervisory
Committee of Nomura Securities Co., Ltd. (current)
Auditor, Hanamaru Shinsei Foundation (current)(Notes)1. The above candidate for Executive Director does not own investment units of JHR.
2. The above candidate for Executive Director concurrently serves as Representative Partner of Masuda& Partners Law Office.
3. The above candidate for Executive Director and JHR do not have any special interest relationship.
4. The above candidate for Executive Director is currently performing its duties as JHR’s Executive

11

5.

Director.
JHR has entered into a directors and officers liability insurance contract as provided for in Article 1163, Paragraph 1 of the Investment Trust Act with an insurance company, and that insurance contract
covers a certain range of damages such as statutory damages or litigation expenses borne or to beborne upon claim for damages arising from acts carried out with respect to the duties of the insured
party as a director of JHR. When the period of that insurance contract expires, JHR plans to execute acontract again with the same insurance coverage. The above Executive Director candidate is includedin the insured parties as Executive Director under the insurance contract and, if the election is approved,
will continue to be included in the insured parties.

12

Proposal 3: Election of Three (3) Supervisory Directors
Supervisory Directors of JHR, Tetsuya Mishiku and Mayumi Umezawa, applied for a resignation for the
purpose of an adjustment of their terms of office, and the Supervisory Director, Hiroto Kashii, applied forresignation, each at the closing of this General Meeting of Unitholders. Therefore, JHR proposes to electthree Supervisory Directors. In accordance with the provision of the proviso to the first sentence ofArticle 17, Paragraph 2 of JHR’s current Articles of Incorporation and proviso to Article 101, Paragraph
1 of the Investment Trust Act, the term of office of the Supervisory Director commences upon election
and continues until the closing of the general meeting of unitholders which will be held within 30 days
from the day immediately after the two (2) year anniversary of the election of the Supervisory Directors.
The candidates for Supervisory Directors are as follows.

Candidate
No.

Name(Date of Birth)

Profile, Important Concurrent Posts, and Position at JHR
Apr. 1993

Registered as a lawyer (Daiichi Tokyo Bar Association)
Iinuma Law Office

Dec. 2000
Sep. 2002

Partner at Iinuma Law OfficeNov. 2003

Changed registration to Shizuoka Bar Association
Partner at Aoba Law Office
Supervisory Director of Nippon Hotel Fund Investment Corporation(present, Japan Hotel REIT Investment Corporation) (current)
Part-time Corporate Auditor of A-too Co., Ltd.

Nov. 2005

1

Tetsuya Mishiku(May 30, 1965)

Dec. 2005
Mar. 2007

Part-time lecturer at Chuo University

Sep. 2010

Part-time Corporate Auditor of Healing Entertainment Co., Ltd.
(current)
Representative of Aoi Tower Law Office (present, Mishiku &Nagamachi Law Office) (current)
Outside Corporate Auditor of K.K. Koike Yataro Shoten (current)

Aug. 2011
Nov. 2016

Outside Director of A-too Co., Ltd. (current)
Outside Corporate Auditor of K.K. Tem Realtor (current)

Nov. 2018
Jun. 2021

Representative Director of K.K GRANDE (current)
Outside Corporate Auditor of ASLOG Co., Ltd. (current)

Mar. 2022

Outside Corporate Auditor of K.K. Wa Tree (current)

Aug. 201013

Candidate
No.

2

Name
（Date of Birth）

Profile, Important Concurrent Posts, and Position at JHROct. 2002

Deloitte Touche Tohmatsu (present, Deloitte Touche Tohmatsu LLC)

May 2006

Registered as a certified public accountant

Jul. 2006

Representative of Umezawa Accountant Office (present, Mayumi
Umezawa CPA Office) (current)

May 2007

McDonald’s (Japan), Ltd.

Feb. 2012

Finance Manager of Disney Store Department at The Walt DisneyCompany (Japan) Ltd.

Mayumi Umezawa

May 2013
Feb. 2015

Entered Bond University Graduate School (MBA) in Australia
Graduated from Bond University Graduate School (MBA) in Australia(November 8, 1978)

Jul. 2016

Representative Director of Accounting Labo (present, Accounting
Labo K.K.) (current)
Outside Corporate Auditor of Retty Inc.

Jul. 2016
Dec. 2017
Nov. 2019
Apr. 2021
Mar. 2022

CandidateNo.

Outside Director and Member of Audit and Supervisory Committeeof ROYAL HOLDINGS Co., Ltd.

Name
（Date of Birth）

Profile and Important Concurrent Posts
Dec. 20093

Outside Director and Member of Audit Committee of Retty Inc.
Supervisory Director of Japan Hotel REIT Investment Corporation(current)
Outside Director of Wellness Communications Corporation (current)

Akiko Tomiyama

Oct. 2013(October 20, 1983)

Registered as a lawyer (Daiichi Tokyo Bar Association)
Nagashima Ohno & Tsunematsu
Prudential Standards Office, General Coordination Division,
Supervisory Bureau, Financial Services Agency

Sep. 2019

Mimura Komatsu Law Firm (current)

May 2023

Internal Audit Office, Asuene Inc. (current)(Notes)1. None of the above candidates for Supervisory Directors own investment units of JHR.
2. Tetsuya Mishiku, one of the above candidates for Supervisory Directors, concurrently serves as
Representative Lawyer of Mishiku & Nagamachi Law Office and the Representative Director of K.K.
GRANDE.
3. Mayumi Umezawa, one of the above candidates for Supervisory Directors, concurrently serves as theRepresentative of Mayumi Umezawa CPA Office and the Representative Director of Accounting Labo
K.K. Her name presented above is her original family name used for business purposes, and her
registered name in the official family registry is Mayumi Fukuhara.
4. The name of Akiko Tomiyama, who is one of the above candidates for Supervisory Directors,presented above is her original family name used for business purposes, and her registered name inthe official family registry is Akiko Koizumi.
5. The above candidates for Supervisory Directors and JHR do not have any special interest relationship.
6. Two of the above candidates for Supervisory Directors, Tetsuya Mishiku and Mayumi Umezawa,
currently supervise, as JHR’s Supervisory Directors, the execution of overall operation by JHR’s
Executive Director.

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7.

JHR has entered into a directors and officers liability insurance contract as provided for in Article 1163, Paragraph 1 of the Investment Trust Act with an insurance company, and that insurance contract
covers a certain range of damages such as statutory damages or litigation expenses borne or to beborne upon claim for damages arising from acts carried out with respect to the duties of the insured
party as a director of JHR. When the period of that insurance contract expires, JHR plans to execute acontract again with the same insurance coverage. Two of the above candidates for Supervisory
Directors, Tetsuya Mishiku and Mayumi Umezawa, are included in the insured parties as Supervisory
Directors under the insurance contract and, if the elections are approved, will continue to be includedin the insured parties. One of the above candidates for Supervisory Director, Akiko Tomiyama, will be
included in the insured parties when the election is approved.

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Proposal 4: Election of One (1) Substitute Executive Director
To prepare for cases such as a vacancy of the position of Executive Director or a shortfall in the number of
Executive Director as stipulated by laws and regulations, JHR proposes to elect one Substitute Executive
Director.
The Proposal with regard to the election of the Substitute Executive Director will be submitted based on
unanimous consent of Supervisory Directors at the board of directors’ meeting held on October 12, 2023.
The candidate for the Substitute Executive Director is as follows.
Name(Date of Birth)

Hisashi Furukawa(February 14, 1959)

Profile, Important Concurrent Posts, and Position at JHR
Apr. 1982

Building Business Department, Sumitomo Realty & Development Co.,
Ltd.

Jan. 1984
Jul. 1990

Its subsidiary in the U.S.
Executive Director of Real Estate Group, Investment Banking
Division, Morgan Stanley Japan Limited (present, Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.)

Apr. 2000

Co-head and Executive Director of Real Estate Sector Team,
Corporate Finance Division, Warburg Dillon Read (Japan) Limited(present, UBS Securities Co., Ltd.)May 2004

Representative of Japan Office and Principal of Rockpoint Group,
L.L.C.

Jun. 2014

Representative Director and President of Japan Hotel REIT Advisors
Co., Ltd. (current)(Notes)1. The above candidate for Substitute Executive Director owns 456 investment units of JHR.
2. The above candidate for Substitute Executive Director is currently serves as the Representative
Director and President of Japan Hotel REIT Advisors Co., Ltd., the asset management company towhich JHR entrusts its asset management. He and JHR do not have any special interest relationshipother than stated above.
3. With regard to any Substitute Executive Director to be elected at this Proposal 4, JHR may cancel theelection before assuming the post by a resolution at a meeting of the board of directors.
4. JHR has entered into a directors and officers liability insurance contract as provided for in Article 1163, Paragraph 1 of the Investment Trust Act with an insurance company, and that insurance contract
covers a certain range of damages such as statutory damages or litigation expenses borne to be borne
upon claim for damages arising from acts carried out with respect to the duties of the insured party as
a director of JHR. When the period of that insurance contract expires, JHR plans to execute a contract
again with the same insurance coverage. When the above Substitute Executive Director candidate
assumes the office as the Executive Director, he will be included in the insured parties.

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Reference Matters
In case any proposal(s) submitted to this General Meeting of Unitholders is (are) considered to be theproposal(s) set forth in Article 14, Paragraph 2 of JHR’s current Articles of Incorporation, “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 proposal(s). Additionally, in case any proposal(s)submitted to this General Meeting of Unitholders is (are) considered to be in conflict with other proposal(s),“Deemed Approval” set forth in Article 93, Paragraph 1 of the Investment Trust Act and Article 14 of JHR’scurrent Articles of Incorporation shall not apply to any of such conflicting proposal(s).
None of the proposals from Proposal 1 through Proposal 4 constitutes the proposal set forth in Article 14,
Paragraph 2 of JHR’s current Articles of Incorporation or is in conflict with other proposal(s).
End………………………………………………………………………………………………………………..

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

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