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)
November 11, 2015
Japan Hotel REIT Investment Corporation
Ebisu Neonato 4F, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Yukio Isa
Dear Unitholders,Convocation Notice of the 7th General Meeting of Unitholders
This is to inform you that you are cordially invited to attend the 7th General Meeting of Unitholders ofJapan Hotel REIT Investment Corporation (hereinafter called “JHR”) which will be held as described
below.
Please note that you may exercise your voting rights in writing if you are unable to attend in person.
In such a case, please review the following Reference Materials for the General Meeting ofUnitholders, indicate your votes in favor or against each 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
Wednesday, November 25, 2015. If you submit the form without indicating your votes in favor oragainst any proposals, it will be deemed that you have declared in favor for such proposals.
Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations (“Investment Trust Act”), JHR has set out provisions concerning “Deemed Approval” inArticle 14 of its Articles of Incorporation as described below. Accordingly, please be aware that if you
are not present at the General Meeting of Unitholders and do not exercise your voting rights in thevoting rights exercise form, your voting rights will be included in the number of voting rights
represented by unitholders present at the General Meeting of Unitholders and will be deemed tohave approved each proposal.
<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 meeting ofunitholders (excluding the proposals that conflict with each other in cases in which more than one
proposal has been submitted.)
2. The number of voting rights represented by the unitholders who are deemed to have approved the
proposals under the preceding Paragraph are included in the number of voting rights represented by
the unitholders present.
1. Date and Time:
2. Venue:

November 26, 2015 (Thursday) at 10:00 a.m.
Station Conference Tokyo
6F Sapia Tower, 1-7-12, Marunouchi, Chiyoda-ku, Tokyo

1

Please make sure to come to the right venue since it is different
from the venue for the previous meeting.

3.

Purpose of the 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………………………………………………………………………………………………………………
(Request)
 If you are attending the 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 withvoting rights to attend the General Meeting of Unitholders as your proxy. Such proxy shall submit
your voting rights exercise form together with a document certifying the status of the proxy.
 After the General Meeting of Unitholders, a briefing session of operating status will be held byJapan Hotel REIT Advisors Co., Ltd., JHR’s asset management company, at the same venue.
You are encouraged to attend both meetings.
Notice:Methods of announcing revisions to the Reference Materials for the General Meeting of Unitholders, ifany:Please note that if any revisions need to be made to the matters included in the Reference Materials for
the General Meeting Unitholders, they will be posted on JHR’s website.
(http://www.jhrth.co.jp/en/index.html)

2

Reference Materials for the General Meeting of Unitholders
Proposal and Reference Items
Proposal 1 Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) In connection with the amendments to the Act on Investment Trusts and Investment Corporations(Law No. 198 of 1951 as amended (hereinafter called “Investment Trust Act”)) implemented on
December 1, 2014, JHR newly adds and amends following provisions to the Articles ofIncorporation.
① Proposed amendments relating to Article 9, Paragraph 2 and Article 9, Paragraph 3
In order to set a new rule to convene a general meeting of unitholders on a certain day andafterward without delay, a new provision is added that JHR’s general meeting of unitholders
shall be held on October 31, 2017 or thereafter without delay, and subsequent general meetingsof unitholders shall be convened every two years on October 31 or thereafter without delay. In
addition, for a general meeting of unitholders that will be held within 25 months from theprevious general meeting of unitholders held in accordance with the provision, a new provisionthat JHR will not need to make a public announcement, which is required to make by twomonths prior to the general meeting of unitholders, is added. Furthermore, a provision that JHR
may convene general meetings of unitholders as needed is also added.
② Proposed amendment relating to Article 15, Paragraph 1
In association with the newly added provisions as described in ① above, a provision of arecord date, which is a date to determine unitholders who may exercise his or her rights at thegeneral meeting of unitholders within three months from the certain day, is added.
③ Proposed amendment relating to Article 17, Paragraph 2
In accordance with the new provision described in ① above, the provision is amended toenable JHR to extend the term of office of directors, to the extent provided by laws andregulations, by a resolution by general meetings of unitholders.
(2) In connection with the 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 (hereinafter called “Enforcement Ordinance of the Investment Trusts Act”)), JHR newly
adds and amends the following provisions to the Articles of Incorporation.
① Proposed amendments relating to Article 27, Paragraph 1 and Article 28, Paragraph 1,
Paragraph 2 (introductory clause), Paragraph 3 (introductory clause)
JHR amends the relevant provision to clarify its aim to manage its assets mainly as aninvestment to real estate and other assets as stipulated in Article 105, Item 1 (he) of Enforcement
Ordinance of the Investment Trusts Act. Also, in association with the amendment, changes are
made to relevant wording.
② Proposed amendment relating to Article 27, Paragraph 5
A new provision is added to clarify that JHR may obtain all or majority of issued shares orinvestment of corporation(s) holding overseas real estate.
③ Proposed amendments relating to Article 28, Paragraph 2, Item (2) (vii) and (viii), Article 28,
Paragraph 2, Item (3) (v), Article 28, Paragraph 3, Item (9), and Article 28, Paragraph 4, Item
(13).
In conjunction with the new provision described in ② above, JHR makes it possible to selectvarious schemes in investment in overseas real estate. JHR also adds other rights that arenecessary or useful for overseas investment.

3

JHR currently has no plan to invest in overseas Real-Estate-Related Assets.
(3) Proposed amendments relating to Article 28, Paragraph 3, Items (10) and (11)In association with the addition of assets applicable to the specified assets due to the revision ofOrder for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet OrderNo. 480 of 2000 as amended), new provisions are established to add renewable energy generation
facilities and rights to operate public facilities, etc. to JHR’s investment target.
(4) Proposed amendment relating to Article 29, Paragraph 2
The provision is amended to enable JHR to invest in derivatives products to hedge against risk of
exchange fluctuations associated with the addition of issued shares of corporation(s) holding overseas
real estate and Real-Estate-Related Assets and other assets based on or governed by laws andregulations of foreign jurisdictions to JHR’s investment target and also to hedge risks of adverse
effect on hotel performance resulting from climate change such as typhoons.
(5) Proposed amendment relating to Article 34, Paragraph 1, Item (4)In relation to discrepancy between profit under taxation and accounting in investment corporations, inassociation with the revision of the Act on Special Measures Concerning Taxation (Law No. 26 of1957 as amended) and other relevant laws and regulations, the provision is amended to enable JHR to
distribute cash exceeding profit to reduce its tax burden.
(6) Proposed amendment Article 38, Paragraph 2, Item (1)A relevant provision is amended to clarify that JHR will bear the costs regarding the allotment of new
investment unit subscription rights without contribution.
(7) In addition, the following provisions are deleted: provisions which have become unnecessary inassociation with the revision of the Ordinance for Enforcement of the Act on Special Measures
Concerning Taxation (Ministry of Finance Ordinance No. 15 of 1957 as amended), provisions whichhave become unnecessary due to the passage of certain period of time, supplementary provisions
which have become unnecessary due to the implementation of amended Investment Trust Act.
Amendments are also made as necessary to expressions, clarification, wording, and numbering of
Articles and Paragraphs, etc.

4

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 II. INVESTMENT UNITS

CHAPTER II. INVESTMENT UNITS(Total Number of Investment Units Authorized to be(Total Number of Investment Units Authorized to be

Issued, etc.)

Issued, etc.)

Article 6

The total number of investment units
authorized

to beissued by

JHR

Article 6

The total number of investment units
authorized

is

to be

issued by

JHR

is20,000,000.

20,000,000.
2.

(Omitted)

2.

(Unchanged)

3.

JHR may make the offering of investment

3.

JHR may make the offering of investment

units to be issued by JHR within the range

units to be issued by JHR within the rangeof the total number of investment unitsof the total number of investment units

authorized to be issued set forth inauthorized to be issued set forth in thisParagraph 1 after receiving approval of the

Article, Paragraph 1 after receiving approval

Board of Directors. The issue price for oneof the Board of Directors. The issue priceoffered investment unit (being investment

for one offered investment unit (being

units allocated to those who have subscribed

investment units allocated to those whosuch investment units upon such offering)

have subscribed such investment units uponshall be decided by the Executive Directors

such offering) shall be decided by theand authorized by the Board of Directors,

Executive Directors and authorized by thethat such price is a fair price in light of theBoard of Directors, that such price is a fairassetsprice in light of the assets held by JHR

held

by

JHR

(“Assets

Under

Management.”)
4.

(“Assets Under Management.”)

JHR may obtain its own investment units
for

consideration

byentering

4.

JHR may obtain its investment units forconsideration by entering into agreement

intowith unitholders.

agreement with unitholders.
CHAPTER III. GENERAL MEETINGS OF

CHAPTER III. GENERAL MEETINGS OF

UNITHOLDERS

UNITHOLDERS(Holding and Convocation of Meetings)（Holding and Convocation of Meetings)

Article 9

Article 9

General meetings of unitholders shall inGeneral meetings of unitholders shall in
principle be held at least once every two

principle be held at least once every two

years.

years.
2.

(New)

The general meeting of unitholders shall beheld on October 31, 2017 or thereafter
without delay, and subsequent general
meetings of unitholders shall be convened
every two years on October 31 orthereafter without delay. Moreover, JHR
mayconvenegeneralunitholders as needed.

5

meetings

of

3.

(New)

To convene general meetings of unitholders,
JHR shall make a public announcement by
two months prior to the date of the general
meeting of unitholders, and notify eachunitholder

inwriting,

or

by

an

electromagnetic method in accordance withlaws and regulations, by two weeks prior to
the relevant date. However, for a general
meeting of unitholders that will be held
within 25 months from the previous general
meeting of unitholders held in accordancewith the first sentence of the preceding
Paragraph, JHR will not need to make apublic announcement as set out in thisParagraph.
2.

Unlessotherwiseprovided

for

in

4.

Unless otherwise provided for in applicableapplicable laws or regulations, generallaws or regulations, general meetings ofmeetings of unitholders shall be convened

unitholders shall be convened by theby the Executive Director in accordance

Executive Director in accordance with awith a resolution of the Board of Directors;

resolution of the Board of Directors; if there

if there is only one Executive Director, suchis only one Executive Director, such

Executive Director shall convene a general

Executive Director shall convene a general

meeting of unitholders; and if there aremeeting of unitholders; and if there are

more than two Executive Directors, one ofmore than two Executive Directors, one of

the Executive Directors in accordance with

the Executive Directors in accordance withthe order predetermined by the Board of

the order predetermined by the Board of

Directors shall convene a general meeting of

Directors shall convene a general meeting ofunitholders.

unitholders.

(Record Date, etc.)(Record Date, etc.)

Article 15

Article 15

Unitholders entitled to exercise his or her

If a general meeting of unitholders is to berights at a general meeting of unitholders

held within three months from the end ofshall be those unitholders entered orAugust 2017 and from the end of August

recorded in the final unitholders register as

every two years thereafter (hereinafterof a record date as determined by JHR bycalledresolution of the Board of Directors andentitled to exercise his or her rights at a

pursuant to applicable laws and regulations,general meeting of unitholders shall be

and regarding which JHR has made a public

those unitholders entered or recorded in thenotice in advance.

final unitholders register as of a record date.
JHR

the

may,

“recordifdate”),

necessary,unitholders

decidethatunitholders entitled to exercise his or her
rights at a general meeting of unitholders
shall be those unitholders entered orrecorded in the final unitholders register asof a record date as determined by JHR by
resolution of the Board of Directors and6pursuant to applicable laws and regulations
and regarding which JHR has made a public
notice in advance.
2.

(Omitted)

2.

(Unchanged)

3.

The Executive Director shall maintain the

3.

The Executive Director shall maintain themeeting minutes set forth in Paragraph 2 atmeeting minutes set forth in the previous

the main offices of JHR for ten years.

Paragraph at the main offices of JHR for ten
years.

CHAPTER IV. EXECUTIVE DIRECTORS AND

CHAPTER IV. EXECUTIVE DIRECTORS AND

SUPERVISORY DIRECTORS

SUPERVISORY DIRECTORS(Election and Term of Office of Executive Directors(Election and Term of Office of Executive Directors

sand Supervisory Directors)

sand Supervisory Directors)

Article 172.

Unlessotherwiseprovidedforin

Article 17

otherwiseprovidedforinapplicable laws and regulations, Executive

applicable laws and regulations, Executive

Directors and Supervisory Directors shall be

Directors and Supervisory Directors shall beelected by a resolution of a general meeting

elected by a resolution of a general meetingof unitholders.

of unitholders.

The term of office of an Executive Director

2.

The term of office of an Executive Director

and a Supervisory Director shall be twoand a Supervisory Director shall be twoyears after assumption of such office.

years after assumption of such office.

Provided, however, the resolution of theProvided, however, the resolution of thegeneral meetings of unitholders shall notgeneral meetings of unitholders shall notpreclude shortening the term of the office.

preclude extending or shortening the term of

Also,

a

the office. Also, an Executive Director or a

Supervisory Director who has been elected

an

Executive

Supervisory Director who has been elected

to substitute an Executive Director or ato substitute an Executive Director or a

Supervisory Director or to increase theSupervisory Director or to increase thenumbernumberof

Director

Executive

or

Directors

orof

Executive

Directors

orSupervisory Directors shall have a term ofSupervisory Directors shall have a term of

the office corresponding to the remainder ofthe office corresponding to the remainder ofterm for his or her predecessor or otherterm for his or her predecessor or otherincumbent

incumbent

Executive

Directors

orSupervisory Directors.

Executive

Directors

orSupervisory Directors.

CHAPTER V. BOARD OF DIRECTORSCHAPTER V. BOARD OF DIRECTORS(Resolutions, etc.)
Article 21

Unless(Resolutions, etc.)

Unlessotherwise

applicablelaws,

provided

regulations,

for
or

in

Article 21

theseUnlessotherwise

applicablelaws,

provided

regulations,

for
or

in
these

Articles of Incorporation, the resolutions ofArticles of Incorporation, the resolutions ofmeetings of the Board of Directors shall bemeetings of the Board of Directors shall be

adopted by a majority of the voting rights ofadopted by a majority of the voting rights ofthe members present at the meeting, which

the members present at the meeting, which7

must be attended by a majority of thosemust be attended by a majority of thosemembers entitled to vote on the resolution.

members entitled to vote on the resolution.
2.
3.

2.

(Omitted)

3.

Executive Directors shall maintain meeting(Unchanged)
Executive Directors shall maintain meetingwithminutes prepared in accordance with theParagraph 2 at the main offices of JHR for

preceding Paragraph at the main offices often years.

JHR for ten years.

minutes preparedin accordance(Investment Stance)(Investment Stance)

Article 27 JHR shall invest primarily in Real Estate,

Article 27(Deleted)etc. (as defined in Article 28, Paragraph 1,
Item (2); the same applies hereinafter) andin Real-Estate-Backed Securities (as definedin Article 28, Paragraph 1, Item (3)) (Real
Estate,etc.

andReal-Estate-Backed

Securities shall be hereinafter collectively
referred to as “Real-Estate-Related Assets”).
2.

JHR shall invest in Real-Estate-Related

JHR shall invest in Real Estate, etc. for

Assets composed of or backed by real estate

Hotel (Real Estate, etc. for Hotel isor Real Estate Equivalents relating to such

Real-Estate-Related Assets (Real Estate

real estate (as defined in Article 28,

etc. (as defined in Article 28, Paragraph 2,

Paragraph 1, Item (2); the same applies

Item (2); the same applies hereinafter) andhereinafter), all or part of which is used as

Real-Estate-Backed Securities (as defined

hotel, (the “Real Estate, etc. for Hotel”), andin Article 28, Paragraph 2, Item (3); themay also invest in Real-Estate-Relatedsame applies hereinafter) the same applies

Assets composed of or backed by real estatehereinafter) composed of or backed byor Real Estate Equivalents relating to such

real estate or Real Estate Equivalents (asreal estate, all or part of which is used as (1)defined in Article 28, Paragraph, 2, Item

resort facilities, etc., (2) residence leased or(2); the same applies hereinafter) relatingaccommodation offered with furniture or

to such real estate that all or part of which

otherwise after its environment is improved

is used as hotels; the same applies

at a certain level, or (3) residence orhereinafter).

accommodation which can provide a certain

JHR

service such as concierge service to theReal-Estate-Related Assets composed oflessees or the guests. Provided, however,or backed by real estate or Real Estatethat when it is possible to use multiple

Equivalents related to such real estate allproperties, leasehold rights in real estate oror part of which is used as (1) resort

surface rights integrally from the point offacilities, etc., (2) residence leased orview of social economy and all or part ofaccommodation offered with furniture or

any one of them is used for hotel or for any

otherwiseof (1) through (3) above, JHR may acquire

improved at a certain level, or (3)all or part of Real-Estate-Related Assets

residence or accommodation which cancomposed of or backed by such multiple

provide a certain service such as concierge

properties, leasehold rights in real estate orservice to the lessees or the guests.

surface rights, or Real Estate Equivalents

Provided, however, that when it isrelating to them, subject to acquisition or

possible

8

may

also

after

to

use

its

investenvironment

multipleinisproperties,

possession of all or part of relevant Realleasehold rights in real estate or surface

Estate, etc. for Hotel.

rights integrally from the point of view ofsocial economy and all or part of any oneof them is used for hotel or for any of (1)through (3) above, JHR may acquire all or
part

of

Real-Estate-Related

Assetscomposed of or backed by such multiple
properties, leasehold rights in real estateorsurfacerights,orReal

EstateEquivalents relating to them, subject toacquisition or possession of all or part of
relevant Real Estate, etc. for Hotel.
3.

2.

JHR shall seek to disperse the geographicalregion subject to investment throughout

region subject to investment throughout

Japan and overseas for the purpose ofJapan and overseas for the purpose of

mitigating

mitigating

the

risks

associatedwithfluctuation in profits of JHR.
4.

JHR shall seek to disperse the geographical

the

risks

associatedwithfluctuation in profits of JHR.

In the case where any unexpected event,3.

In the case where any unexpected event,such as a sudden change in market condition

such as a sudden change in market condition

trends, general economic conditions or real

trends, general economic conditions or realestate market trends, occurs and unitholders’estate market trends, occurs and unitholders’interests are likely to be undermined, JHR

interests are likely to be undermined, JHR

may, notwithstanding the provisions of themay, notwithstanding the provisions of thepreceding

precedingParagraphs,

takenecessarymeasures to protect unitholders’ interests.

Paragraphs,

takenecessarymeasures to protect unitholders’ interests.

5. JHR shall manage assets by keeping the ratio

4.

JHR shall manage assets by keeping theof the total amount of specified real estate

ratio of the total amount of specified real(which, of the specified assets that JHRestate (which, of the specified assets that

acquires, are those that are real estate,

JHR acquires, are those that are real estate,leasehold rights in real estate or surface

leasehold rights in real estate or surface

rights, or beneficial interests in trust therights, or beneficial interests in trust theobjective of which is ownership of real

objective of which is ownership of realestate, leasehold rights in land or surface

estate, leasehold rights in land or surface

rights in land or surface rights) to the totalrights in land or surface rights) to the total

amount of specified assets held by JHR at

amount of specified assets held by JHR at

75% or more.

75% or more.

(New)

5．

JHR may, in the case provided for in Article
116-2 of the Order for Enforcement of the
Act on Investment Trusts and Investment
Corporations(hereinafter

calledthe“Enforcement Order of the Investment
Trusts Act”), acquire issued shares orinvestment in corporation(s) set forth in
Article 221-2, Paragraph 1 of the Ordinancefor Enforcement of the Act on Investment
Trusts9

andInvestment

Corporations

(hereinafter

calledthe“Enforcement

Ordinance of the Investment Trusts Act”)(hereinafter

calledthe“corporation(s)holding overseas real estate”) in which casenumbers of issued shares or investment tobe acquired may exceed the number
calculated by multiplying the rate set forthin

Article

221

of

the

Enforcement

Ordinance of the Investment Trusts Act bytotal issued shares or investment (excluding
sharesownedorinvestment

by

the

corporation(s) holding overseas real estate).
6.

JHR shall keep the ratio of real estate, etc.

(Deleted)(being real estate (that are assets listed in
Article 37, Paragraph 3, Item 2 (イ), 2 (ロ)and 2 (ホ) of the Accounting Rules for
Investment Corporations, the same applies
hereinafter in this paragraph), leasehold
rights in real estate, assets listed in Article
37, Paragraph 3, Item 2 ( ヘ ) of the
Accounting

Rules

for

Investment

Corporations, surface rights and easements,
and beneficial interests in trust the objectiveof which is these assets) to the total amountof assets held by JHR at 70% or more.
(Types, Purpose and Scope of Specified Assets to be(Types, Purpose and Scope of Specified Assets to be
Managed)Managed)
Article 28 (New)Article 28

JHR will invest mainly in real estate andother assets (of those set forth in Article 105,
Item (1) (he) of Enforcement Ordinance of
the Investment Trusts Act, limited to realestate, leasehold rights in real estate, surface
rights and beneficial interests in trust that
only entrust these assets, or issued shares ofcorporation(s) holding overseas real estate
limited to the case which numbers of issued
shares to be acquired will exceed the number
calculated bymultiplying the rate set forthin Article 221 of the Enforcement Ordinanceof the Investment Trusts Act by total issued
shares (excluding shares owned by the
corporation(s) holding overseas real estate)).
JHR shall, in accordance with the basic policy

2． JHR shall, in accordance with the basic policy

provided for in Article 26, invest primarily in theand purpose provided for in Article 26 andfollowing specified assets:

the preceding Paragraph, invest in the10following specified assets:(1) (Omitted)(1) (Unchanged)(2) each of the following assets (collectively,(2) each of the following assets (collectively,“Real Estate Equivalents”; and real estate“Real Estate Equivalents”; and real estate

and Real Estate Equivalents shall be

and Real Estate Equivalents shall becollectively referred to as “Real Estate,collectively referred to as “Real Estate,etc.”);

etc.”);(i)-(iv) (Omitted)(i)-(iv) (Unchanged)

(v)

(v)

interests in investments under anagreement under which one party

agreement under which one party

invests funds to be managed byinvests funds to be managed byanother party primarily throughanother party primarily throughinvestment in the assets set out ininvestment in the assets set out in

Item (1) or Item (2) (i) through (2)Paragraph 1, Item (1) or (i) through(iv) above, and such another party(iv) of this Item, and such another

distributes the profits from its

party distributes the profits from its

management of those assets (“Silent

management of those assets (“Silent

Partnership

Partnership

Interests

Concerning

Interests

Concerning

Real Estate”);

Real Estate”); and(vi)interests in investments under an(Omitted)(vi) (Unchanged)
(vii)

(New)

Issued shares of corporation(s)holding overseas real estate (limited
to the case which numbers of issued
shares to be acquired will exceed thenumber calculated bymultiplying

the rate set forth in Article 221 of
the Enforcement Ordinance of theInvestment Trusts Act by total
issuedshares (excluding

sharesowned by the corporation(s) holding
overseas real estate)); and(New)(viii)

Assets as described in thisParagraph 1, Item (1) or (i) through(vi) in this Item formed based on or
governed by laws and regulations offoreign jurisdictions.

(3)the following securities the purpose of(3) the following securities the purpose ofwhich is to invest 50% or more of assets

which is to invest 50% or more of assetsthat underlies such securities in Realthat underlies such securities in Real Estate,

Estate, etc. (including the case where noetc. (including the case where no certificate

certificate representing rights is issued;

representing rights is issued; collectively,

collectively,“Real-Estate-Backed Securities”);“Real-Estate-Backed

Securities”);(i)-(iii) (Omitted)(i)-(iii) (Unchanged)

(iv)

(iv)

beneficial securities of specified
purpose trusts (as defined in thebeneficial securities of specified
purpose trusts (as defined in the11Asset Securitization Act) (excluding

Asset Securitization Act) (excluding

those that falls under the assets set

those that falls under the assets set

out in Item (2) (iii), (2) (iv) or (2)out in these Item (2) (iii), (iv) or(vi) above).

(vi)) in this Paragraph.

(New)

(v)

assets that have similar nature withassets described in this Item (i)through (iv) which were formed basedon laws and regulations of foreign
jurisdictions.

2.

JHR shall invest in the following specified

3.

In accordance with the basic policy andassets (including the case where no certificate

purpose as set forth in Article 26 andrepresenting rights is issued) in addition to

Paragraph 1 of this Article, JHR shall invest

the specified assets provided for in thein the following specified assets (including

preceding Paragraph:the case where no certificate representing
rights is issued) in addition to the specified
assetsprovided

for

in

the

precedingParagraph:(1)-(2) (Omitted)(1)-(2) (Unchanged)(3) securities;(3) securities;(i) specified corporate bonds issued by
specified

purposecompanies(i) specified corporate bonds issued by(asspecified

purposecompanies(asdefined in the Asset Securitization

defined in the Asset SecuritizationAct) aimed to invest in assetsAct) aimed to invest in assets

described in this Article, Paragraph 1,

described in this Article, Paragraph 2,

Item (1) or (2) (i) through (iv);

Item (1) or Item (2) (i) through (iv);(ii) beneficiary interests in trust theobjective

of

which

are

(ii) beneficiary interests in trust themainlyobjective

of

which

are

mainlymonetary claims such as loan claims,

monetary claims such as loan claims,

etc. (hereinafter called the “monetary

etc. (hereinafter called the “monetaryclaims such as real-estate-related

claims such as real-estate-relatedloans, etc.”) for specified purpose

loans, etc.”) for specified purpose

companies aimed at investing incompanies aimed at investing inassets as described in this Article,

assets as described in this Article,

Paragraph 1, Item (1) or Item (2) (i)Paragraph 2, Item (1) or Item (2) (i)throughthrough(iv),

specified

purpose(iv),

specified

purposecompanies, and entities similar tocompanies, and entities similar to

specified

specified

purposecompaniesor

purposecompaniesorbeneficiary interests in trust thebeneficiary interests in trust the

purpose of which is to invest in

purpose of which is to invest inmonetarymonetaryclaimssuchasreal-estate-related loans, etc.;

claimssuchasreal-estate-related loans, etc.;(iii)-(iv) (Omitted)(iii)-(iv) (Unchanged)(4) (Omitted)(4) (Unchanged)(5) monetary claims;(5) monetary claims;(i) （Omitted）(i) （Unchanged）

(ii)

(ii)

monetary claims except what is

12

monetary claims except what isdescribed in this Item (i) （as set

described in this Item (i) （as set

forth in the Order for Enforcement

forth in the Enforcement Order ofof the Act on Investment Trusts andthe Investment Trusts Act, but

Investment

excludingCorporations(hereinafter

called“Enforcement
Investment
excluding

Order

of

the

Act”),

but

separately

andTrusts
those

those

separately

andexpressly stated in this Paragraph).

theexpressly stated in this Paragraph).
(6) (Omitted)(6) (Unchanged)(7) beneficial interests in money trusts the(7) beneficial interests in money trusts the

purpose of which is to manage trust assets

purpose of which is to manage trust assets

through investment primarily in the assets

through investment primarily in the assets

set out in Items (1) through (5) of thisset out in Item (1) through Item (5) of thisParagraph; andParagraph;(8) (Omitted)(8) (Unchanged)(New)(9) Securities or deeds issued by foreigncountries or foreign nationalities, andthose which have the nature of securities
or deeds as described in Item (3) of thisParagraph;(New)(10) renewable energy generation facilities(as set forth in the Enforcement Order of
the Investment Trusts Act); and(New)(11) rights to operate public facilities, etc. (asset forth in the Enforcement Order of theInvestment Trusts Act).

3. JHR shall invest in the following assets in

4. JHR shall invest in the following assets inaddition to the specified assets provided for in

addition to the specified assets provided for in

Paragraph 1 and 2:

Paragraph 2 and 3:(1)-(2) Omitted(1)-(2) (Unchanged)(3)

personal

property,etc.

(facilities,(3)

personal

property,etc.

(facilities,

equipment and other properties added toequipment and other properties added toreal estate for convenience of structure or

real estate for convenience of structure or

usage, as defined in the Civil Code. The

usage, as defined in the Civil Code.

same applies hereinafter.);

However, assets defined in this Article,
Paragraph 3, Item (10) are excluded. The
same applies hereinafter.);(4)-(9) (Omitted)(4)-(9) (Unchanged)(10) beneficial interests in trust the objective(10) beneficial interests in trust the objectiveof which is trust assets, such as those setof which is trust assets, such as those set

out in Item (1) through previous Item

out in Item (1) through previous Item of(including

agreements

this Paragraph (including comprehensive

under which Real Estate, etc. is also

agreements under which Real Estate, etc.

entrusted.);is also entrusted.);(11)-(12) (Omitted)(11)-(12) (Unchanged)

comprehensive13

（13） In addition to preceding Items, other(New)

rights which are necessary or useful forinvestment

inReal-Estate-Related

Assets, etc.
(Investment Restrictions)(Investment Restrictions)

Article 29 JHR shall not invest actively in the

Article 29

securities and monetary claims set forth insecurities and monetary claims set forth inParagraph 2 of the preceding Article, but

Paragraph 3 of the preceding Article, butrather seek to make investments by taking

rather seek to make investments by taking

the safety and liquidity factors or thethe safety and liquidity factors or the

relationship thereof with the specified assets

relationship thereof with the specified assets

set forth in Paragraph 1 of the preceding

set forth in Paragraph 2 of the preceding

Article into consideration.
2.

JHR shall not invest actively in the

Article into consideration.

JHR shall invest in rights associated with
derivatives

products

as

set

forth

2.

in

JHR shall invest in rights associated with
derivatives

products

as

set

forth

in

Paragraph 2, Item (8) of the preceding

Paragraph 3, Item (8) of the preceding

Article only for the purpose of hedging

Article only for the purpose of hedging

interest rate risk or other risks arising frominterest rate risk, foreign exchange rate

liabilities of JHR.

fluctuation risk, climate change risk, orother risks arising from liabilities of JHR.

(Purpose and Scope of Leasing and Entrusting(Purpose and Scope of Leasing and Entrusting

Operation under Management Contract of Underlying

Operation under Management Contract of Underlying

Assets)Assets)[Note: Amendment applicable only to

Japanese version.]
Article 30

JHR shall, in principle, with regard to all

Article 30

JHR shall, in principle, with regard to allreal estate (including real estate that

real estate (including real estate that

underlies Real-Estate Related Assets other

underlies Real-Estate Related Assets otherthan real estate that JHR acquires, the samethan real estate that JHR acquires, the same

applieshereinafter

applieshereinafter

forming

partManagement,

in

this

Paragraph)

of

the

AssetsUnderforming

part

(i)

enter

into

leasing

Management,

in

this

Paragraph)

of

the

Assets

Under

(i)

enter

into

leasingagreements with third parties to lease all

agreements with third parties to lease allsuch real estate (including facilities such as

such real estate (including facilities such as

car parks and signs; the same applies

car parks and signs; the same applies

hereinafter in this Paragraph) or (ii) enter

hereinafter in this Paragraph) or (ii) enter

into operation entrustment agreements with

into operation entrustment agreements withthird parties to entrust the operation of all

third parties to entrust the operation of all

such real estate, for the purpose of securing

such real estate, for the purpose of securing

stable profits over the medium and long

stable profits over the medium and longterm, and shall, in principle, with regard toterm, and shall, in principle, with regard toreal estate that is the trust assets associatedreal estate that is the trust assets associatedwith the beneficial interests in trusts held by

with the beneficial interests in trusts held by

JHR, (i) cause the trustees of such trusts to

JHR, (i) cause the trustees of such trusts toenter into leasing agreements with third

enter into leasing agreements with third14

parties to lease such real estate or (ii) rent

parties to lease such real estate or (ii) rentsuch real estate from the trustees and entersuch real estate from the trustees and enter

into operation entrustment agreements with

into operation entrustment agreements withthird parties to entrust the operation of suchthird parties to entrust the operation of such

real estate.

real estate.
2.- 4. (Unchanged)

2.- 4. (Omitted)(Methods, Criteria and Reference Dates for Evaluating(Methods, Criteria and Reference Dates for Evaluating

Assets)Assets)

Article 32

JHR uses the following methods for

Article 32

JHR uses the following methods forevaluating assets depending on the type ofevaluating assets depending on the type oftheAssetsaccordance

Under
with

Management

in

the

OrdinanceonaccordancetheAssetsUnder
withManagement

in

OrdinanceontheAccountings of Investment Corporations

Accountings of Investment Corporations(Cabinet Office Ordinance No. 47 of(Cabinet Office Ordinance No. 47 of2006), the Regulation for Real Estate2006), the Regulation for Real Estate

Investment

TrustsandReal

EstateInvestment

TrustsandReal

Investment

Corporations

and

other

Investment

Corporations

andestablished by theregulations,etc.

regulations, etc.

establishedEstate
other
by

the

Investment Trusts Association, Japan (theInvestment Trusts Association, Japan (the“ITA”) and the criteria and practice based“ITA”) and the criteria and practice based

on

on

the

generally

accepted

corporatethegenerally

accepted

corporateaccounting standards:

accounting standards:(1) Real estate, leasehold rights in real

(1) Real estate, leasehold rights in realestate and surface rights (as set out inestate and surface rights (as set out in

Article 28, Paragraph 1, Item (1) and

Article 28, Paragraph 2, Item (1) and

Item (2) (i) and (ii))

Item (2) (i) and (ii))

These shall be evaluated at the value

These shall be evaluated at the value

obtained

obtainedbydeductingaggregatebydeductingaggregate

depreciation from the acquisition price.

depreciation from the acquisition price.

Depreciation amount shall be calculated

Depreciation amount shall be calculatedusing the straight line method for theusing the straight line method for thebuilding and equipment portions of thebuilding and equipment portions of thereal estate. Provided, however, that only

real estate. Provided, however, that only

in cases in which evaluation using suchin cases in which evaluation using suchmethod is inappropriate for legitimate

method is inappropriate for legitimate

reasons and where it is reasonably

reasons and where it is reasonably

determined that there are no problems

determined that there are no problems

in terms of unitholder protection, ain terms of unitholder protection, adifferent method may be used.

different method may be used.

(2) Beneficial interest in trust the objective(2) Beneficial interest in trust the objectiveof which is real estate, leasehold rightsof which is real estate, leasehold rights

in real estate or surface rights are

in real estate or surface rights are

entrusted (as set out in Article 28,

entrusted (as set out in Article 28,

Paragraph 1, Item (2) (iii))

Paragraph 2, Item (2) (iii))

In principle, when trust assets are assets

In principle, when trust assets are assets

15

as set forth in (1) above, they shall be

as set forth in this Paragraph, Item (1),evaluated inthethey shall be evaluated in accordance

method set forth in (1), and when theaccordancewith the method set forth in thistrust assets are financial assets, they

Paragraph, Item (1), and when the trust

shall be evaluated in accordance withassets are financial assets, they shall be

generallyevaluated in accordance with generally

acceptedwithcorporateaccounting standards and practice; theaccepted

amount of obligations will then be

standards and practice; the amount of

deducted from the aggregate of suchobligations will then be deducted from

evaluations; and the result shall be thethe aggregate of such evaluations; andvalue of the holdings of the beneficial

the result shall be the value of theinterest of such trust.

holdings of the beneficial interest of

corporateaccounting

such trust.
(3) Beneficial interests in money trusts the(3) Beneficial interests in money trusts the

purpose of which is to manage trust

purpose of which is to manage trust

assets through investment primarily inassets through investment primarily inreal estate, leasehold rights in real

real estate, leasehold rights in realestate and surface rights (as set out inestate and surface rights (as set out in

Article 28, Paragraph 1, Item (2) (iv))

Article 28, Paragraph 2, Item (2) (iv))

In principle, when asset constituting the

In principle, when asset constituting thetrust assets are assets as set forth in (1)trust assets are assets as set forth in this

above, they shall be evaluated in

Paragraph, Item (1), they shall beaccordance with the method set forth inevaluated(1), and when they are financial assets,method set forth in this Paragraph, Itemthey shall be evaluated in accordance(1), and when they are financial assets,withthey shall be evaluated in accordance

generally

accepted

corporateinaccordance

with

the

accounting standards and practice; thewithamount of obligation will then be

accounting standards and practice; thededucted from the aggregate of suchamount of obligation will then be

evaluations; and the result shall be thededucted from the aggregate of suchvalue of the holdings of the beneficial

evaluations; and the result shall be theinterest of such trust.

value of the holdings of the beneficial

generally

accepted

corporateinterest of such trust.
(4) Silent Partnership Interests Concerning(4) Silent Partnership Interests Concerning

Real Estate (as set out in Article 28,

Real Estate (as set out in Article 28,

Paragraph 1, Item (2) (v))
WhenassetsParagraph 2, Item (2) (v))

constituting

silentWhenassetsconstituting

silentpartnership interests are assets as set

partnership interests are assets as set

forth in (1) through (3) above, they

forth in this Paragraph, Item (1) throughshall be evaluated in accordance withthe preceding Item, they shall betheir respective methods, and when theyevaluated in accordance with theirare financial assets, they shall be

respective methods, and when they areevaluated in accordance with generally

financial assets, they shall be evaluatedacceptedaccounting

in accordance with generally accepted

standards and practice; the amount ofcorporate

corporate accounting standards andobligations will then be deducted frompractice; the amount of obligations will

16the aggregate of such evaluations; andthen be deducted from the aggregate of

the result shall be the value of such

such evaluations; and the result shall besilent partnership interests.

the value of such silent partnershipinterests.

(5) Beneficial interests in money trusts the(5) Beneficial interests in money trusts the

purpose of which is to manage trust

purpose of which is to manage trust

assets through investment primarily inassets through investment primarily inSilent Partnership Interests Concerning

Silent Partnership Interests Concerning

Real Estate (as set out in Article 28,

Real Estate (as set out in Article 28,

Paragraph 1, Item (2) (vi))

Paragraph 2, Item (2) (vi))

In principle, evaluation shall be carried

In principle, evaluation shall be carriedout in accordance with (4) above forout in accordance with the preceding

silent partnership interests that are trust

Itemassets, and the amount of obligations

interests that are trust assets, and the

will

the

amount of obligations will then be

aggregate of these evaluations; thededucted from the aggregate of theseresult shall be the value of such silent

evaluations; the result shall be the value

then

be

deductedfrompartnership interests.

above

for

silentpartnershipof such silent partnership interests.

(6) Securities (as set out in Article 28,(6) Securities (as set out in Article 28,

Paragraph 1, Item (3), and Paragraph 2,

Paragraph 2, Item (3), and Paragraph 3,

Item (3))

Item (3))

The value shall be a value calculated

The value shall be a value calculated

based on the market price when there isbased on the market price when there isa market price for the securities (thea market price for the securities (thetrading price on a financial instruments

trading price on a financial instruments

exchange, a price announced by anexchange, a price announced by anauthorized financial instruments dealersauthorized financial instruments dealers

association or the like, or a trading priceassociation or the like, or a trading pricesimilarsimilartotheforegoing

that

is

to

the

foregoing

that

is

established from time to time by aestablished from time to time by a

trading system enabling cash sales andtrading system enabling cash sales andthe like; the same applies hereinafter).

the like; the same applies hereinafter).

When

there

available,

this

is

no

market

price

When

shall

be

price

available,

a

there
this

is

no

market

price

shall

be

price

a

calculated by a reasonable method.

calculated by a reasonable method.

Further, the market price or the price

Further, the market price or the pricecalculated by a reasonable method shallcalculated by a reasonable method shallbe obtained using the same method

be obtained using the same method

each term, with the exception of cases

each term, with the exception of cases

where accuracy of the evaluation is towhere accuracy of the evaluation is tobe improved. If a market price or abe improved. If a market price or avalue calculated using a reasonablevalue calculated using a reasonable

method is not available, then themethod is not available, then theacquisition price shall be evaluation.

acquisition price shall be evaluation.

(7) Monetary claims (as set out in Article(7) Monetary claims (as set out in Article

28, Paragraph 2, Item (5))

28, Paragraph 3, Item (5))

17The price obtained when an allowance

The price obtained when an allowancefor bad debt is deducted from thefor bad debt is deducted from theacquisition price. Provided, however,acquisition price. Provided, however,that in the event a claim has beenthat in the event a claim has beenacquired at a price lower or higher thanacquired at a price lower or higher than

the amount of the claim, if thethe amount of the claim, if thedifference between the acquisition pricedifference between the acquisition priceand the claim amount is found to lie inand the claim amount is found to lie ininterest adjustment, the value shall beinterest adjustment, the value shall be

the price obtained when the allowance

the price obtained when the allowancefor bad debt is deducted from a value

for bad debt is deducted from a value

calculated according to the amortizedcalculated according to the amortizedcost method.

cost method.

(8) Beneficial interests in money trusts (as(8) Beneficial interests in money trusts (asset out in Article 28, Paragraph 2, Itemset out in Article 28, Paragraph 3, Item

(7))

(7))

In principle, when assets constituting

In principle, when assets constituting

the trust assets are as set forth in (6) or

the trust assets are as set forth in this(7) above, they shall be evaluated in

Paragraph, Item (6) or the precedingaccordance

Item, they shall be evaluated in

with

their

respective

methods, and the aggregate of suchaccordance

evaluations shall be the evaluation.

methods, and the aggregate of such

with

their

respective

evaluations shall be the evaluation.
(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 2, Item (8))

Paragraph 3, Item (8))(i) - (iii) (Omitted)(i) - (iii) (Unchanged)(10) - (11) (Omitted)2.

(10) - (11) (Unchanged)

For evaluation for the purpose of stating

2.

For evaluation for the purpose of stating

values in asset management reports and thevalues in asset management reports and thelike, using a method different from those

like, using a method different from those

set forth in the preceding paragraph,

set forth in the preceding paragraph,evaluation shall be as follows.

evaluation shall be as follows.

(1) - （2） (Omitted)(3) Rights(1) – (2) (Unchanged)

associatedwithderivatives(3) Rights

associatedwithderivatives

products (when the special treatment for

products (when the special treatment

interest rate swaps is adopted pursuant

for interest rate swaps is adopted

to Paragraph 1, Item (9) (iii))

pursuant to this Article, Paragraph 1,

These shall be evaluated at a value set

Item (9) (iii))

out in Paragraph 1, Item (9) (i) or (ii).

These shall be evaluated at a value set
out in this Article, Paragraph 1, Item (9)(i) or (ii).

3. The reference date for each evaluation of3.

The reference date for each evaluation ofassets is the Settlement Dates set forth inassets is the Settlement Dates set forth in

the

the

immediately

following

Article.

Provided, however, that the reference date

immediately

following

Article.

Provided, however, that the reference date18

for evaluation of the assets as set out infor evaluation of the assets as set out in

Article 28, Paragraph 1, Item (3) and

Article 28, Paragraph 2, Item (3) andParagraph 2 that may be valued based on

Paragraph 3 that may be valued based on

the market price is the end of each month.

the market price is the end of each month.

(Policy on Cash Distributions)(Policy on Cash Distributions)

Article 34 Policy on Distributions

Article 34 Policy on Distributions

In principle, JHR shall make distributions

In principle, JHR shall make distributionsin accordance with the following policy.

in accordance with the following policy.

(1) - (3) (Omitted)(1) - (3) (Unchanged)

(4)

(4)

Distribution of cash exceeding profit
If the amount of profits is less than 90%

If JHR considers it appropriate in lightof the Amount of Profit Available forof trends in the economic climate, real

Distribution, or if JHR considers it

estate market, rental market and otherappropriate in light of trends in thematters,

economic climate, real estate market,

distribution exceeding profit in therental market and other matters, JHR

amountmay make a cash distribution exceeding

maximum limit of which is the amountprofit in the amount determined by

stipulated in laws and regulations, etc.

JHR, the maximum limit of which is the(including regulations of the ITA, etc.).

amountandAlso, if the amount of cash distribution

regulations, etc. (including regulations

does not satisfy the requirements setof the ITA, etc.). In such a case, if theforth in the Special Regulations foramount of cash distribution does not

Taxation

satisfy the requirements set forth in the

Corporations or in cases JHR considers

Specialstipulated

inRegulations

laws

may

determined

make
by

Concerning

a

JHR,

cash
the

Investment

Taxation

it appropriate including cases when
JHR may reduce corporate taxes andJHR

amountother taxes imposed on JHR, JHR may

determined by JHR for the purpose of

distribute the amount determined bymay

distribute

for

JHR

Concerning Investment Corporations,
the

JHR.

satisfying the applicable requirements.

(5) (Unchanged)(5) (Omitted)
2.

Distribution of cash exceeding profit

2.

(Omitted)(Unchanged)(Limitations, etc., on Borrowings and Bonds Issued by(Limitations, etc., on Borrowings and Bonds Issued by

JHR)

JHR) [Note: Amendment applicable only to Japaneseversion.]

Article 35

JHR may borrow funds (including cases of

Article 35

JHR may borrow funds (including cases ofborrowings through the call market) or issueborrowings through the call market) or issue

investment corporation bonds (including

investment corporation bonds (including

short-term investment corporation bonds;

short-term investment corporation bonds;

the same applies hereinafter in this Article)

the same applies hereinafter in this Article)

for the purpose of applying such funds tofor the purpose of applying such funds tothe acquisition of assets, payment of

the acquisition of assets, payment ofexpenses, payment of repair costs or cash

expenses, payment of repair costs or cash

distributions, funding for operation of JHR

distribution funding for operation of JHR oror repayment of obligations (including

repayment

19

ofobligations(includingrepayment of security deposits, guarantee

repayment of security deposits, guarantee

deposits and fund deposits, and borrowings

deposits and fund deposits, and borrowings

and obligations arising from investment

and obligations arising from investment

corporation bonds), in order to contribute tocorporation bonds), in order to contribute tosteadysteadygrowthoftheAssetsUnder

growthoftheAssetsUnder

Management and effective investment andManagement and effective investment andinvestment stability of the Assets Under

investment stability of the Assets Under

Management. When funds are borrowed,

Management. When funds are borrowed,

such borrowings are limited to borrowings

such borrowings are limited to borrowings

from institutional investors as set forth infrom institutional investors as set forth in

Article 67-15, Paragraph 1, Item (i) (b) (2)Article 67-15, Paragraph 1, Item (i) (b) (2)of the Act on Special Measures Concerningof the Act on Special Measures Concerning

Taxation and Article 22-19, Paragraph 1 of

Taxation and Article 22-19, Paragraph 1 of

the Ordinance for Enforcement of the Act

the Ordinance for Enforcement of the Act

on Special Measures Concerning Taxation.

on Special Measures Concerning Taxation.

2. – 3. (Omitted)

2. – 3. (Unchanged)(Payment Standards for the Asset Management Fees for(Payment Standards for the Asset Management Fees for

the Asset Management Company)

the Asset Management Company)

Article 36

Article 36

1.

The method of calculation of fees payable

The method of calculation of fees payable

to the asset management company (theto the asset management company (the“Asset Management Company”) to which“Asset Management Company”) to which

JHR commissions the management of its

JHR commissions the management of its

assets and the time of payment thereof shallassets and the time of payment thereof shallbe as follows:

be as follows:
１． Fee Structure

Fee Structure(1) Management Fee 1(1) Management Fee 1

Management fee 1 shall be the amountManagement fee 1 shall be the amountcalculated

calculatedbymultiplying

the

total

by

multiplying

the

total

assets(*) held by JHR as of the end ofassets(*) held by JHR as of the end of

March,March,

June,

September

and

the

June,

September

and

the

Settlement Date during each businessSettlement Date during each businessperiod (hereinafter called the “Calculation

period (hereinafter called the “Calculation

Record Date”) by the annual rate of no

Record Date”) by the annual rate of no

more than 0.35% separately agreed upon

more than 0.35% separately agreed upon

between JHR and the Asset Management

between JHR and the Asset Management

Company and then prorated on a per diem

Company and then prorated on a per diembasis (fractions less than one yen shall bebasis (fractions less than one yen shall be

rounded down), based on a year of threerounded down), based on a year of threehundred sixty-five days, for the period

hundred sixty-five days, for the period

from the previous Calculation Record

from the previous Calculation Record

Date (excluding such date) until theDate (excluding such date) until the

relevant

relevant

Calculation

RecordDate(including such date). When calculating

Calculation(including such date).

management fee 1, which the Calculation
Record Date arrives before the end of

20

RecordDate

December, 2013, the applicable annual
rate shall be up to 0.4%.
(*)

(*)

The total asset is the total of the

The total asset is the total of the cash

cash reserves balance, the securities

reservesbalance, the property, plant andbalance, the property, plant andbalance,thesecurities

equipment, and intangible assets.

equipment, and intangible assets.
(2) (Omitted)(2) (Unchanged)(3) Management Fee 3(3) Management Fee 3

Management fee 3 shall be the amountManagement fee 3 shall be the amountcalculated by multiplying (i) the amountcalculated by multiplying (i) the amountobtained by dividing distributable amountobtained by dividing distributable amount

before deducting management fee 3 ofbefore deducting management fee 3 ofeach business period(*) (fractions lesseach business period(*) (fractions lessthan one yen shall be rounded down) by

than one yen shall be rounded down) by

the total number of investment units

the total number of investment units

issued and outstanding as of the end ofissued and outstanding as of the end of

December every year by (ii) amount

December every year by (ii) amountseparately agreed upon between JHR andseparately agreed upon between JHR and

the Asset Management Company which

the Asset Management Company whichsets 43,000 as maximum (provided,sets

however, that in case investment units are

however, that in case investment units are

split, 43,000 is to be multiplied by the

split, 43,000 is to be multiplied by the

split ratio(**), and in case of multiple

split ratio(**), and in case of multiple

investment splits, the same method will

investment splits, the same method will

be repeatedly applied) .

be repeatedly applied.)(*)(*) TheThe distribution amount before

43,000maximum

distribution(provided,

amountbeforededucting management fee 3 is the

deducting management fee 3 is theamount of distribution stipulated inamount of distribution stipulated in

Articleas

Article 34, Paragraph 1 as distribution

eachamount of each business period of

34,

distribution

Paragraphamount1ofbusiness period of JHR (provided,

JHR

however,

deduction

before deduction of(provided,of

however,

beforecorporate

tax,

corporate tax, inhabitants tax andinhabitants tax and business tax,

business

corporatetax

adjustments, management fee 3 andmanagement

fee

its

non-deductible consumption taxes,

tax,

corporate

non-deductible

tax

consumption

adjustments,
3

and

its

etc.)

taxes, etc.)(**) The split ratio is the ratio calculated(**) The split ratio is the ratio calculatedby dividing the total number ofby dividing the total number ofinvestment

investment

units

issuedandunits

issuedandoutstanding after split by the total

outstanding after split by the total

number of investment units issued

number of investment units issued

and outstanding before split.

and outstanding before split.
(Deleted)

This Item shall be applicable fromfiscal year ending December 2014.

(4) - (6) (Unchanged)(4) - (6) (Omitted)

21

Other than the fees described above in (1)Other than the fees described in thisthrough (6), the Asset Management Company

Paragraph, Item (1) through Item (6), theshall not accept payments concerning fees for

Asset Management Company shall not accept

agency or intermediary provided for in Article

payments concerning fees for agency or

46 of the Building Lots and Building

intermediary provided for in Article 46 of theTransaction Business Act.

Building Lots and Building Transaction
Business Act.

2.

(Omitted)

2.

(Expenses)
Article 38(Expenses)
JHR shall pay taxes and public dues on the
AssetsUnderrequiredforCompanytoManagement,
the

Asset

Article 38

AssetsUnderrequiredfortheCompany

toperform

expenses

JHR shall pay taxes and public dues on theManagement
tasks

Management,
the

Asset

expenses

Management

perform

the

tasks

commissioned by JHR, and, in cases wherecommissioned by JHR, and, in cases where

there has been demand for payment of latethere has been demand for payment of lateinterest or penalty charges with respect tointerest or penalty charges with respect toadvance payments made by the Assetadvance payments made by the AssetManagement Company, such late interest orManagement Company, such late interest or

penalty charges.
2.

(Unchanged)

penalty charges.

JHR shall pay the following expenses, in

2.

JHR shall pay the following expenses, inaddition to those set forth in the preceding

addition to those set forth in the preceding

paragraph.

paragraph.

(1)

Expensesrelating

to

issue

of

(1)

investment units, acquisition of

Expensesrelating

to

issue

of

investment units, acquisition of

JHR’s own units, and listing of

JHR’s own units, allotment of new

investment units;

investment unit subscription rights
without contribution, and listing ofinvestment units;(2)-(11) (Omitted)(2)-(11) (Unchanged)

Supplementary Provisions(Deleted)（Effective Date of Revision）
The newly established Article 6, Paragraph 4 and therevision to Article 38, Paragraph 2, Item (1) shall beeffective on the implementation date of the revised
Investment Trust Act which allows JHR to acquire its
own investment units for consideration by entering into
agreement with unitholders.
Enacted: November 4, 2005

Enacted: November 4, 2005

Amended: March 28, 2006

Amended: March 28, 2006

Amended: September 11, 2007

Amended: September 11, 2007

Amended: September 8, 2009

Amended: September 8, 200922

Amended: December 16, 2010

Amended: December 16, 2010

Amended: February 24, 2012

Amended: February 24, 2012

Amended: November 28, 2013

Amended: November 28, 2013
Amended: November 26, 2015

23

Proposal 2: Election of One (1) Executive Director
Executive Director of JHR, Yukio Isa, has offered to step down his post as of the end of the General
Meeting of Unitholders. Therefore, JHR proposes to elect one Executive Director at the General Meetingof Unitholders. The term of the Executive Director is two years commencing on November 26, 2015 as
stipulated in Article 17, Paragraph 2 of JHR’s Articles of Incorporation.
The Proposal will be submitted based on unanimous consent of Supervisory Directors at the board of
directors’ meeting held on October 27, 2015. JHR obtained consent from the candidate for Executive
Director on October 27, 2015 to assume the post.
The candidate for the Executive Director is as follows.
Name（Date of Birth）

Profile, Title, Assignment, and Important Concurrent Posts
Apr. 1990
Oct. 1998

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

Nov. 2000

General Counsel

Mar. 2001

Executive Director (Concurrent position)

Aug. 2002

Enrolled in Columbia Law School, Columbia University, U.S.

May 2003

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

Sep. 2006
Kaname Masuda（April 25, 1963）

Feb. 2008
Jun. 2008
Sep. 2010
Feb. 2012

Established Masuda & Partners Law Office
Managing Partner (current)
Joined Jibun Bank Corporation as Outside Corporate Auditor(current)
Joined Japan Hotel and Resort, Inc. as Executive Director

Mar. 2014

Joined Commons Asset Management, Inc. as Outside Corporate
Auditor (current)
Joined GMO Internet, Inc. as Outside Corporate Auditor (current)

Jun. 2014

Joined Kando Co., Ltd. as Outside Director (current)

Oct. 2014

Joined CROSSWARP Inc. as Outside Corporate Auditor (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 Managing Partner of Masuda &Partners Law Office.
3. The above candidate for Executive Director and JHR do not have any special interest relationship.

24

Proposal 3: Election of Three (3) Supervisory Directors
Supervisory Directors of JHR, Hiroshi Matsuzawa and Tetsuya Mishiku, have offered to resign their posts
as of the end of the General Meeting of Unitholders since their expiration date of their posts and that of
the new executive director would be different. To unify their expiration dates, JHR proposes to re-electtwo Supervisory Directors. JHR also proposes to elect one new Supervisory Director to enhancesupervisory framework and stable management of board of directors’ meetings. The term of Supervisory
Directors will be two years commencing on November 26, 2015 as stipulated in Article 17, Paragraph 2of JHR’s Articles of Incorporation.
JHR obtained consent from the candidates for Supervisory Directors on October 27, 2015 to assume theposts.
The candidates for the Supervisory Directors are as follows.
Candidate
No.

Name（Date of Birth）

Profile, Title, and Important Concurrent Posts
Apr. 1966

1

Hiroshi Matsuzawa（June 26, 1943）

Joined Sumitomo Mitsui Trust Bank, Limited (formerly, The Mitsui
Trust and Banking Co., Ltd.)May 1988

Branch Manager, Yokosuka Branch

Dec. 1989

Branch Manager, Umeda Branch

May 1991

General Manager, Investment Advisory Department

Jan. 1993

General Manager, Pension Fund Management Department

Jun. 1995

Joined JDC Corporation and served as Managing Director

Jul. 1999

Joined Sumitomo Mitsui Trust Asset Management Co., Ltd.
(formerly, Chuo Mitsui Asset Management Co., Ltd.) as Managing
Director

Sep. 2001

Representative Director and President

May 2004

Joined Premier Investment Corporation as Executive Officer

Apr. 2012

Joined Japan Hotel REIT Investment Corporation as Supervisory
Director (current)25

Candidate
No.

Name
（Date of Birth）

Profile, Title, and Important Concurrent Posts
Apr.1993
Dec. 2000
Sep. 2002
Nov. 2003
Nov. 2005

2

Tetsuya Mishiku（May 30, 1965）

Dec. 2005
Mar. 2007
Aug. 2010
Sep. 2010
Aug. 2011

Candidate
No.

Name（Date of Birth）

Apr. 1997
Apr. 1998
Apr. 2002
Hiroto Kashii(March 18, 1949)

Joined Koike Roof and Siding KK as Outside Corporate Auditor of(current)
Joined A-too Co., Ltd. as Outside Director (current)

Profile, Title, and Important Concurrent Posts
Apr. 1971

3

Registered as a lawyer (Daiichi Tokyo Bar Association)
Joined Iinuma Law OfficePartnerPart-time lecturer at Chuo University
Changed registration to Shizuoka Bar Association
Joined Aoba Law Office as Partner
Joined Japan Hotel REIT Investment Corporation(formerly, Nippon Hotel Fund Investment Corporation) as
Supervisory Director (current)
Joined A-too Co., Ltd. as Part-time Corporate Auditor
Joined Healing Entertainment Co., Ltd. as Part-time Corporate
Auditor (current)
Joined Mishiku & Nagamachi Law Office (formerly, Aoi Tower Law
Office) as Representative (current)

Jun. 2003

Jun. 2009
Jun. 2012
Mar. 2013
Jun. 2013

Joined Development Bank of Japan, Inc. (formerly, Japan
Development Bank) responsible for lending and investment
General Manager, Retail Department at Head Office
Joined K.K. Hotel Odakyu as Managing Director and General
Manager of Accounting Department
Joined K.K. Hotel Odakyu (formerly, K.K. Odakyu Hotels andResorts) as Managing Director responsible for marketing
Joined New Kansai International Airport Co., Ltd. (formerly, KansaiInternational Airport Co., Ltd.) as Executive Officer responsible forterminal sales promotion, subsidiaries management and hotelbusinesses
Joined Kyowa Co., Ltd.as Representative Director
Joined Japan Carbon Finance, Ltd. as Managing Director
Representative Director
Joined DBJ Asset Management Co., Ltd. as Corporate Auditor(Notes)1. None of the above candidates for Supervisory Directors own investment units of JHR.
2. Tetsuya Mishiku, one of the candidates for Supervisory Directors, concurrently serves as
Representative Lawyer of Mishiku & Nagamachi Law Office.
3. The above candidates for Supervisory Directors and JHR do not have any special interest
relationship.
4. Of the above candidates for Supervisory Directors, Hiroshi Matsuzawa and Tetsuya Mishiku
currently supervise, as Supervisory Directors, the execution of overall operation by JHR’s Executive
Director.

26

Proposal 4: Election of One (1) Substitute Executive Director
To prepare for cases such as a vacancy of the position of the Executive Director or a shortfall in thenumber of the 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 on October 27, 2015.
The candidate for the Substitute Executive Director is as follows.
Name（Date of Birth）

Hisashi Furukawa(February 14, 1959)

Profile, Title, Assignment, and Important Concurrent Posts
Apr. 1982

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

Jan. 1984

Seconded to its subsidiary in the U.S.

Jul. 1990

Joined Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (formerly,
Morgan Stanley Japan Limited) and served as Executive Director of theReal Estate Group in the Investment Banking Division

Apr. 2000

Joined UBS Securities Co., Ltd. (formerly, Warburg Dillon Read
(Japan) Limited) and served as Co-head and Executive Director of theReal Estate Sector Team in the Corporate Finance Division

May 2004

Joined Rockpoint Group, L.L.C. as Representative of Japan Office andPrincipal

Aug. 2013
Jun. 2014

Established River Flows, Inc. as Representative Director
Joined Japan Hotel REIT Advisors Co., Ltd. as Representative Director
and President (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 Representative Director and President ofJapan Hotel REIT Advisors Co., Ltd., the asset management company to which JHR entrusts its asset
management. He and JHR do not have any special interest relationship other than stated above.
3. With regard to the above candidate for Substitute Executive Director, JHR may cancel theappointment before the candidate assumes the post based on the resolution of the board of directors’
meeting.

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

27

Venue for General Meeting of Unitholders
Station Conference Tokyo
6F Sapia Tower, 1-7-12, Marunouchi, Chiyoda-ku, Tokyo 100-0005
Tel: 03-6888-8080<Transportation>
 JR Tokyo Station
Two-minute walk from the Yaesu North Gate
One-minute walk from the Shinkansen Nihombashi Gate Subway lines
Tokyo Metro：Tozai Line, Hanzomon Line, Marunouchi Line, Chiyoda Line
Toei Subways：Mita Line
B7 exit stairs of Otemachi Station is directly connected to the 1F entrance of the Sapia Tower.
◎

Please refrain from using your car for transportation.

Please make sure to come to the right venue since it is different
from the venue for the previous meeting.

28