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 7, 2017
Japan Hotel REIT Investment Corporation
Ebisu Neonato, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Kaname Masuda
Dear Unitholders,Convocation Notice of the 8th General Meeting of Unitholders
This is to inform you that you are cordially invited to attend the 8th 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 Tuesday,
November 21, 2017. If you submit the form without indicating your votes in favor or against 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, JHR has set out provisions concerning “Deemed Approval” in Article 14 of its current
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 the voting rights
exercise form, your voting rights will be included in the number of voting rights represented byunitholders present at the General Meeting of Unitholders and will be deemed to have 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1.

Date and Time:

2.

Venue:

November 22, 2017 (Wednesday) at 10:00 a.m. (Reception opens at 9:15
a.m.)
Room 1+2+3, BELLESALLE Yaesu
3F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo

Please note that the venue is different from that for the previous meeting.



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

Please arrive at the venue early after the reception opening time as the reception area will
be busy around the starting time of the meeting.

3.

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

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 Two (2) Supervisory Directors
Proposal 4
Election of One (1) Substitute Executive DirectorEnd………………………………………………………………………………………………………………
(Requests)
 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 at thereception of the venue.
 For resource-saving purposes, please bring this Convocation Notice with you when attending theGeneral Meeting of Unitholders.
 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 highly encouraged to attend both meetings.
Notice: Methods of announcing revisions to the Reference Materials for the General Meeting of Unitholders,
if any: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) Proposed amendments relating to Article 5, Paragraph 2 and Article 6, Paragraph 4
JHR relocates the provision that allows JHR to acquire its own investment units upon agreementwith unitholders in order to clarify the function of the provision.
(2) Proposed amendments relating to Article 17, Paragraph 3
A new provision is added in order to make the period in which a resolution for appointment of a
substitute director is in force and effect consistent with the term of office of the substituted director.
(3) Proposed amendments relating to Article 25
With respect to the payment of the accounting auditor’s remuneration, JHR amends the provision inorder to clarify that the due date of payment is counted from upon request from the accounting
auditor.
(4) Proposed amendments relating to Article 28, Paragraphs 2, 3 and 4
JHR amends the relevant provisions in order that the assets in which JHR invests include shares or
equity interests in foreign real property holding corporations in line with the partial amendments
made to the Regulation for Real Estate Investment Trusts and Real Estate Investment Corporationsof the Investment Trusts Association, Japan, and in order that the assets in which JHR invests
clearly include monetary claims such as loan claims against foreign real property holding
corporations and easements governed by laws and regulations of foreign jurisdictions.
(5) Proposed amendments relating to Article 34, Paragraph 1
With respect to JHR’s policy on distributions, JHR amends the definition of profits set forth in
Article 34, Paragraph 1, Item (1), in order to make it consistent with the content of the Act on
Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended; the “Investment
Trust Act”).
With respect to the adjustment of discrepancy between profit under taxation and accounting ininvestment corporations, JHR also amends the provision in order to clarify the types of reserves thatJHR may accumulate.
(6) Proposed amendments relating to Article 36, Paragraph 2, Items (2) and (3)For the purpose of ensuring the financial stability of the asset management company to which JHR
commissions the management of the assets, JHR amends the relevant provisions to change thecycles of payment of the management fees 2 and 3 to be paid by JHR to the asset managementcompany.
(7) Others
Amendments are also made as necessary in order to change or clarify expressions, modify wordings,
or align the numbering of Articles and Paragraphs, etc.

3

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(Repayment of Investment Units upon Request of(Repayment of Investment Units upon Request ofUnitholders)

Unitholders and Acquisition of Its Investment Units
upon Agreement with Unitholders)

Article 5

The Investment Corporation shall not repay
investment

units

upon

request

Article 5of

The Investment Corporation shall not repay
investment

unitholders.

units

upon

requestofunitholders.

(New)

2. The Investment Corporation may acquire its
investment units for consideration upon
agreement with unitholders.

(Total Number of Investment Units Authorized to be(Total Number of Investment Units Authorized to be

Issued)Issued)Article 6

The total number of investment units

Article 6

The total number of investment units

authorized to be issued by the Investment

authorized to be issued by the Investment

Corporation is 20,000,000.

Corporation is 20,000,000.

2. (Omitted)

2. (Unchanged)

3. (Omitted)

3. (Unchanged)

4. The Investment Corporation may acquire its(Deleted)

investment units for consideration upon
agreement with unitholders.
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

and Supervisory Directors)

and Supervisory Directors)

Article 17 Unless otherwise provided for in applicable

Article 17 Unless otherwise provided for in applicablelaws and regulations, Executive Directors

laws and regulations, Executive Directors

and Supervisory Directors shall be elected

and Supervisory Directors shall be electedby a resolution of a general meeting ofby a resolution of a general meeting ofunitholders.

unitholders.

2. (Omitted)

2. (Unchanged)(New)

3. The period in which a resolution on
appointment of a substitute Director is inforce and effect shall continue until the
expiration of the term of office of thesubstituted Director who is elected at thegeneral meeting of unitholders at which theresolution is adopted (or if the substituted
Director is not elected at such general4

meeting of unitholders, the most recent
general meeting of unitholders at which thesubstituted Director is elected); provided,
however, that the foregoing shall notpreclude shortening such period by aresolutionofageneralmeetingofunitholders.

CHAPTER VI.

ACCOUNTING AUDITORCHAPTER VI.

ACCOUNTING AUDITOR(Payment Standards for Remuneration of Accounting(Payment Standards for Remuneration of Accounting

Auditor)

Auditor)

Article 25 The amount of the accounting auditor’s

Article 25 The amount of the accounting auditor’s

remuneration must not be more than

remuneration must not be more than

30,000,000 yen per business term and shall

30,000,000 yen per business term and shallbe determined by the Board of Directors,

be determined by the Board of Directors,

and it shall be paid within three months

and it shall be paid within three months

after the last day of June in the relevant

upon request from the accounting auditor bybusiness term and Settlement Date (asremittance to the bank account designateddefined in Article 33) of the relevantby the accounting auditor.

business term by remittance to the bankaccount designated by the accounting
auditor.
CHAPTER VII.

TARGETS AND POLICIES OF

CHAPTER VII.

ASSET MANAGEMENTTARGETS AND POLICIES OFASSET MANAGEMENT(Types, Purpose and Scope of Specified Assets to be(Types, Purpose and Scope of Specified Assets to be

Managed)Managed)

Article 28 The Investment Corporation will invest

Article 28 The Investment Corporation will invest

mainly in real estate and other assets (ofmainly in real estate and other assets (ofthose set forth in Article 105, Item (i) (f) of

those set forth in Article 105, Item (i) (f) of

the

the

Enforcement

OrdinanceoftheEnforcement

OrdinanceoftheInvestment Trusts Act, limited to real estate,

Investment Trusts Act, limited to real estate,leasehold rights in real estate, surface rights

leasehold rights in real estate, surface rights

and beneficial interests in trust in whichand beneficial interests in trust in which

only these assets are commissioned, or

only these assets are entrusted, or issued

issued shares of foreign real property

shares of foreign real property holding

holding corporation(s) limited to the case incorporation(s) limited to the case in which

which the number of issued shares to be

the number of issued shares to be acquired

acquired will exceed the number calculated

will exceed the number calculated by

by multiplying the total number of themultiplying the total number of the issued

issued shares (excluding shares owned byshares (excluding shares owned by thetheholding

foreign real property holding corporation(s))

corporation(s)) by the rate set forth inforeignrealpropertyby the rate set forth in Article 221 of the

Article 221 of the Enforcement Ordinance

Enforcement Ordinance of the Investment

5

of the Investment Trusts Act).
2. TheInvestment

Trusts Act).

Corporation

shall,

in

2. TheInvestment

Corporation

shall,

inaccordance with the basic policy andaccordance with the basic policy andpurpose provided for in Article 26 and the

purpose provided for in Article 26 and thepreceding Paragraph, invest in the following

preceding Paragraph, invest in the following

specified assets:

specified assets:(1) (Omitted)(1) (Unchanged)(2) eachofthe(collectively,

following

assets“Real

Estate(2) eachofthe(collectively,

following

assets“Real

EstateEquivalents”; and real estate and Real

Equivalents”; and real estate and Real

Estate Equivalents shall be collectively

Estate Equivalents shall be collectively

referred to as “Real Estate, etc.”);referred to as “Real Estate, etc.”);(i) to (vi) (Omitted)(i) to (vi) (Unchanged)(vii) issued shares of foreign real(vii) in the cases falling under Article

property holding corporation(s)194,(limited

to

the

2

of

the

which

Investment Trusts Act, shares

numbers of issued shares to beissued by or equity interests inacquired will exceed the number

any foreign real property holding

calculated bymultiplying thecorporation, all assets of whichrate set forth in Article 221 of theare real estate and monetary

Enforcement Ordinance of theclaims, etc. on such real estate,

Investment Trusts Act by total

excluding corporations which areissued shares (excluding shares

listedowned

instrument markets or registered

by

the

case

Paragraphforeignpropertyrealholdingincorporation(s))); andon

foreignover-the-counter

financialfinancial

instrument markets operated inforeign countries; and(viii)assets

asdescribed

in

this

(viii)assets which have the nature

Item

or

(i)

similar to that of the assets

through (vi) in this Item formed

described in this Paragraph, Item

based on or governed by laws

(1) or (i) through (vi) in this Item

andformed based on or governed by

Paragraph,regulations

(1)

of

foreignjurisdictions.

laws and regulations of foreign
jurisdictions.

(3) (Omitted)(3) (Unchanged)(i) to (v) (Omitted)(i) to (v) (Unchanged)

3. In accordance with the basic policy and3. In accordance with the basic policy andpurpose as set forth in Article 26 andpurpose as set forth in Article 26 andParagraph 1 of this Article, the Investment

Paragraph 1 of this Article, the Investment

Corporation shall invest in the following

Corporation shall invest in the following

specified assets (including the case where

specified assets (including the case where

no certificate representing rights is issued)

no certificate representing rights is issued)in addition to the specified assets provided

in addition to the specified assets provided

for in the preceding Paragraph:for in the preceding Paragraph:(1) to (4) (Omitted)(1) to (4) (Unchanged)(5) monetary claims;(5) monetary claims;

6

(i)

(Omitted)(i)(Unchanged)(New)(ii) monetary claims such as loan
claims against any foreign real
property

holding

corporation;and(ii) monetary claims except what is(iii) monetary claims except what is

described in this Item (i) (as set

described in this Item (i) and (ii)forth in the Enforcement Order(as set forth in the Enforcementof the Investment Trusts Act, but

Order of the Investment Trusts

excluding those separately andAct,

expressly

separately and expressly stated instated

in

this

but

excludingParagraph).

this Paragraph).

(6) to (11) (Omitted)(6) to (11) (Unchanged)

those

4. The Investment Corporation shall invest in

4. The Investment Corporation shall invest in

the following assets in addition to thethe following assets in addition to thespecified assets provided for in Paragraphs 2

specified assets provided for in Paragraphs 2

and 3:

and 3:(1) to (7) (Omitted)(1) to (7) (Unchanged)(8) easements;(8) easements (including those governedby laws and regulations of foreign
jurisdictions);(9) to (13) (Omitted)(9) to (13) (Unchanged)(Methods, Criteria and Reference Dates for Evaluating(Methods, Criteria and Reference Dates for Evaluating

Assets)Assets)

Article 32 The

Investment

Corporation

uses

the

Article 32 The

Investment

Corporation

uses

the

following methods for evaluating assets

following methods for evaluating assets

depending on the type of the Assets Under

depending on the type of the Assets Under

Management

Managementinaccordance

with

the

in

accordance

with

the

Regulation on Accountings of Investment

Regulation on Accountings of Investment

Corporations (Cabinet Office Order No. 47

Corporations (Cabinet Office Order No. 47

of 2006), the Regulation for Real Estateof 2006), the Regulation for Real Estate

Investment

TrustsandReal

EstateInvestment

TrustsandReal

EstateInvestment

Corporations

and

other

Investment

Corporations

and

other

regulations established by the Investment

regulations established by the Investment

Trusts Association, Japan (Japanese name:

Trusts Association, Japan (Japanese name:Ippan Shadan Houjin Toushi Shintaku

Ippan Shadan Houjin Toushi Shintaku

Kyoukai; the “ITA”) and the generally

Kyoukai; the “ITA”) and the generally

accepted corporate accounting standards andaccepted corporate accounting standards andpractice:practice:(1) to (5) (Omitted)(1) to (5) (Unchanged)(6) Securities (as set out in Article 28,(6) Securities (as set out in Article 28,

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

and Paragraph 3, Item (3))

The value shall be a value calculated

The value shall be a value calculated

based on the market price when there

based on the market price when there7

is a market price for the securities (theis a 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

authorized

financial

instruments

instruments

dealers association or the like, or a

trading price similar to the foregoing

trading price similar to the foregoingthat is established from time to time bythat is established from time to time bya trading system enabling trading ora trading system enabling trading or

conversion into cash and the like; theconversion into cash and the like; thesame applies hereinafter).

same applies hereinafter).

When

When

there is no market price available, this

there is no market price available, thisshall be a price calculated by ashall be a price calculated by areasonable method.

reasonable method.

Further, theFurther, themarket price or the price calculated bymarket price or the price calculated bya reasonable method shall be obtained

a reasonable method shall be obtainedusing the same method each term, withusing the same method each term, withthe exception of cases where accuracy

the exception of cases where accuracyof the evaluation is to be improved.

of the evaluation is to be improved.

If a market price or a value calculated

If a market price or a value calculatedusing a reasonable method is notusing a reasonable method is notavailable, then the acquisition priceavailable, then the acquisition priceshall be the evaluation.

shall be the evaluation.

(7) to (11) (Omitted)
2. to 3.

financialdealers association or the like, or a(7) to (11) (Unchanged)(Omitted)

2. to 3. (Unchanged)(Policy on Cash Distributions)(Policy on Cash Distributions)

Article 34 Policy on Distributions

Article 34 Policy on Distributions

In principle, the Investment Corporation

In principle, the Investment Corporation

shall make distributions in accordance withshall make distributions in accordance withthe following policy.

the following policy.

(1) Among the total amount available for(1) Among the total amount available for

distribution to unitholders, the amount

distribution to unitholders, the amountof profits (which means the net asset

of profits (which means the net asset

value indicated in the balance sheet ofvalue indicated in the balance sheet of

the Investment Corporation less thethe Investment Corporation less thesum of deductions such as unitholder’ssum of deductions such as unitholder’scapital, surplus contribution, andcapital; the same applies hereinafter)

evaluation and exchange difference;shall be calculated in accordance withthe same applies hereinafter) shall be

the generally accepted corporate

calculated in accordance with theaccounting standards and practice.

generally accepted corporate
accounting standards and practice.
(2) The amount of cash distribution is an(2) The amount of cash distribution is anamount determined by the Investment

amount determined by the Investment

Corporation that exceeds 90% of the

Corporation that exceeds 90% of theamount of profit available foramount of profit available for8distribution (the “Amount of Profit

distribution (the “Amount of Profit

Available for Distribution”) provided

Available for Distribution”) provided

for in Article 67-15 of the Act onfor in Article 67-15 of the Act on

Special Measures Concerning Taxation

Special Measures Concerning Taxation(the “Special Regulations for Taxation(the “Special Regulations for Taxation

Concerning Investment Corporations”)

Concerning Investment Corporations”)(or, if the method for calculating that(or, if the method for calculating thatamount is changed due to revisions oramount is changed due to revisions ormodifications of applicable laws ormodifications of applicable laws or

regulations, the amount after the

regulations, the amount after therevision).

revision).

The Investment

The Investment

Corporation may accumulate a

Corporation may accumulate along-term repair reserve, payment

long-term repair reserve, payment

reserve, distribution reserve, and any

reserve, distribution reserve, reserve

other similar reserve considered

for reduction entry, retained earnings

necessary for the maintenance orfor temporary difference adjustment

improvement of value of the assets.

and any other similar reserve
considered necessary for the
maintenance or improvement of valueof the assets, as well as other necessaryamounts.

(3) to (5) (Omitted)(3) to (5) (Unchanged)

2. (Omitted)

2. (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 The method of calculation of fees payable to

Article 36 The method of calculation of fees payable tothe asset management company (the “Assetthe asset management company (the “AssetManagement Company”) to which theManagement Company”) to which theInvestment Corporation commissions theInvestment Corporation commissions the

management of the Assets Under

management of the Assets Under

Management and the time of payment

Management and the time of payment

thereof shall be as follows:

thereof shall be as follows:

1. Fee Structure

1. Fee Structure(1) (Omitted)(1) (Unchanged)(2) Management Fee 2(2) Management Fee 2

Management fee 2 shall be the amountManagement fee 2 shall be the amountcalculated by multiplying the Net

calculated by multiplying the Net

Operating Income (the “NOI”) of the

Operating Income (the “NOI”) of eachsix-month periods of each businessbusiness term by the rate of no more

term, respectively ending at the end of

than 1.0% separately agreed uponJune and the end of December, by the

between the Investment Corporation

rate of no more than 1.0% separately

and the Asset Management Company

agreed upon between the Investment(fractions less than one yen shall be

Corporation and the Assetrounded down).

Management Company (fractions less(*) The NOI is the amount9than one yen shall be rounded down).

remaining after deducting the(*)

total expenses for the real estate

The NOI is the amountremaining after deducting the total

management (excluding

expenses for the real estate

depreciation) from the total

management (excluding depreciation)

income from the real estatefrom the total income from the real

management with respect to theestate management with respect to therelevant property.

relevant property.

applies hereinafter.

(3) Management Fee 3

The same(3) Management Fee 3

Management fee 3 shall be the amountManagement fee 3 shall be the amountcalculated by (i) dividing the available

calculated by (i) dividing the available

distribution amount before deducting

distribution amount before deducting

the management fee 3 (*) for eachthe management fee 3 (*) for eachbusiness term of the Investment

business term of the Investment

Corporation by the total investment

Corporation by the total number ofunits issued and outstanding as of theinvestment units issued andend of December each year (fractions

outstanding as of the end of December

less than one yen shall be roundedeach year (fractions less than one yen

down) and (ii) then multiplying by theshall be rounded down) and (ii) thencoefficient of no more than 43,000

multiplying by the coefficient of nowhich is separately agreed upon

more than 43,000 which is separately

between the Investment Corporationagreed upon between the Investment

and the Asset Management Company.

Corporation and the Asset(In the event that the investment unit isManagement Company.

split, 43,000 shall be multiplied by thethat the investment unit is split, 43,000

split ratio (**).

shall be multiplied by the split ratio

When the investment(In the event

unit is split multiple times, the same(**).

calculation shall be repeated.)

split multiple times, the same(*) (Omitted)

calculation shall be repeated.)(**) The split ratio is the ratio(*) (Unchanged)

calculated by (i) dividing the

When the investment unit is(**) The split ratio is the ratio

total investment units issued andcalculated by (i) dividing theoutstanding after split by the

total number of investment units

total investment units issued andissued and outstanding after split

outstanding before split.

by the total number ofinvestment units issued andoutstanding before split.

(4) to (6) (Omitted)(4) to (6) (Unchanged)

Other than the fees described in Items (1)Other than the fees described in Items (1)through (6) of this Paragraph, the Assetthrough (6) of this Paragraph, the AssetManagement Company shall not accept

Management Company shall not accept

payments of fees for the agency or

payments of fees for the agency orintermediary services provided for in Article

intermediary services provided for in Article

46 of the Real Estate Brokerage Act.

46 of the Real Estate Brokerage Act.

10

2. Payment Times for Fees

2. Payment Times for Fees

The fees concerning certain periods shall be

The fees concerning certain periods shall be

paid in lump sums or in installments by apaid in lump sums or in installments by acertain payable date determined with thecertain payable date determined with theagreement of the Asset Managementagreement of the Asset Management

Company as follows:

Company as follows:(1) (Omitted)(1) (Unchanged)(2) Management Fee 2(2) Management Fee 2

Management fee 2 shall be paid within

The provisional management fee 2(*)

three months after the end of June andshall be paid within three months after

within three months after the end of

the ends of March, June andDecember each year.

September each year, respectively, andthe balance after deducting the total
amount of the provisional managementfee 2 from the management fee 2 shallbe paid within three months after theend of December each year.

If thetotal amount of the provisional
management fee 2 exceeds the amountof the management fee 2, the excess
amount shall be refunded within threemonths after the end of December eachyear.
(*) Provisional management fee 2 isthe amount calculated bymultiplying the NOI of thethree-month periods of eachyear, respectively ending at theends of March, June and
September by the rate of no morethan 1.0% separately agreed
upon between the Investment
Corporation and the AssetManagement Company(fractions less than one yen shallbe rounded down).
(3) Management Fee 3(3) Management Fee 3

The provisional management fee 3

The provisional management fee 3(*)

shall be paid within three months after

shall be paid within three months after

the end of June each year, and thethe ends of March, June andbalance after deducting the provisional

September each year, respectively, andmanagement fee 3(*) from thethe balance after deducting the total

management fee 3 shall be paid withinamount of the provisional management

three months after the end offee 3 from the management fee 3 shall

December each year.

be paid within three months after the

If theprovisional management fee 3 exceeds

end of December each year.

11

If thethe amount of the management fee 3,

total amount of the provisional

the excess amount shall be refunded

management fee 3 exceeds the amountwithin three months after the end ofof the management fee 3, the excess

December each year.

amount shall be refunded within threemonths after the end of December eachyear.

(*) Provisional management fee 3 is(*) Provisional management fee 3 isthe amount calculated by (i)the amount calculated by (i)dividing the midterm net profit

dividing the net profit before tax

before tax for the period of six

for the periods of three months,

months ending at the end of June

respectively ending at the ends ofeach year (before deducting the

March, June and September eachprovisional management fee 3

year (before deducting theand its nondeductible

provisional management fee 3

consumption tax) by the total

and its nondeductible

investment units issued andconsumption tax) by the total

outstanding as of the end of June

number of investment units(fractions less than one yen isissued and outstanding as of therounded down), and (ii) thenends of March, June andmultiplying by the coefficient of

September, respectively

no more than 43,000 separately(fractions less than one yen isagreed upon between therounded down), and (ii) thenInvestment Corporation and themultiplying by the coefficient of

Asset Management Company.

no more than 43,000 separately(In the event that the investment

agreed upon between theunit is split, 43,000 shall be

Investment Corporation and themultiplied by the split ratio (**).

Asset Management Company.

When the investment unit is split(In the event that the investment

multiple times, the same

unit is split, 43,000 shall becalculation shall be repeated.)

multiplied by the split ratio (**).
When the investment unit is split
multiple times, the same
calculation shall be repeated.)(**) The Split ratio is the ratio(**) The Split ratio is the ratio

calculated by (i) dividing the

calculated by (i) dividing thetotal investment units issued andtotal number of investment units

outstanding after split by theissued and outstanding after split

total investment units issued andby the total number ofoutstanding before split.

investment units issued andoutstanding before split.

(4) to (6) (Omitted)(4) to (6) (Unchanged)

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, 200912

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

Amended: November 26, 2015
Amended: November 22, 201713

Proposal 2: Election of One (1) Executive Director
Executive Director of JHR, Kaname Masuda, has offered to resign his post once as of the end of theGeneral Meeting of Unitholders for the purpose of adjusting his term of office. Therefore, JHR proposes
to elect one Executive Director at the General Meeting of Unitholders. The term of office of the
Executive Director commences on November 22, 2017 and continues until the end of the general meetingof unitholders which will be held within 30 days from the day immediately following the day on which
two years have passed since his appointment and at which a vote will be held on the appointment of
Executive Director(s), as stipulated in Article 99, Paragraph 2 of the Investment Trust Act and the proviso
to the first sentence of Article 17, Paragraph 2 of JHR’s current Articles of Incorporation.
The Proposal will be submitted based on unanimous consent of Supervisory Directors at the board of
directors’ meeting held on October 25, 2017. JHR obtained consent from the candidate for Executive
Director on October 25, 2017 to assume the post.
The candidate for Executive Director is as follows.
Name(Date of Birth)

Profile, Title, Responsibility, and Important Concurrent Posts
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
Kaname Masuda(April 25, 1963)

Feb. 2008

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 (current)

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. (current)

Oct. 2014
Nov. 2015
Mar. 2016

Executive Director of Japan Hotel REIT Investment Corporation(current)
Director (Independent Officer)/Audit and Supervisory Committee
Member of GMO Internet, Inc. (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
Director.

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Proposal 3: Election of Two (2) Supervisory Directors
Supervisory Director of JHR, Hiroshi Matsuzawa has offered to resign his post as of the end of theGeneral Meeting of Unitholders, and Supervisory Directors, Tetsuya Mishiku and Hiroto Kashii haveoffered to resign their posts once as of the end of the General Meeting of Unitholders for the purpose ofadjusting their terms of office. Therefore, JHR proposes to elect two Supervisory Directors at the General
Meeting of Unitholders. The terms of office of the Supervisory Directors commences on November 22,
2017 and continues until the end of the general meeting of unitholders which will be held within 30 days
from the day immediately following the day on which two years have passed since their appointment andat which a vote will be held on the appointment of Supervisory Directors, in accordance with the proviso
to the first sentence of Article 17, Paragraph 2 of JHR’s current Articles of Incorporation.
JHR obtained consent from the candidates for Supervisory Directors on October 25, 2017 to assume theposts.
The candidates for Supervisory Directors are as follows.
Candidate
No.

1

Name
(Date of Birth)

Tetsuya Mishiku(May 30, 1965)

Profile, Title, and Important Concurrent Posts
Apr. 1993

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

Dec. 2000

Partner at Iinuma Law Office

Sep. 2002

Part-time lecturer at Chuo University

Nov. 2003

Changed registration to Shizuoka Bar Association
Partner at Aoba Law OfficeNov. 2005

Supervisory Director of Nippon Hotel Fund Investment Corporation(present, Japan Hotel REIT Investment Corporation) (current)
Part-time Corporate Auditor of A-too Co., Ltd.

Dec. 2005
Mar. 2007

Part-time Corporate Auditor of Healing Entertainment Co., Ltd.
(current)

Aug. 2010

Representative of Aoi Tower Law Office (present, Mishiku &Nagamachi Law Office) (current)

Sep. 2010
Aug. 2011

Outside Corporate Auditor of K.K. Koike Yataro Shoten (current)

Nov. 2016

Outside Corporate Auditor of K.K. Tem Realtor (current)

Outside Director of A-too Co., Ltd. (current)

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Candidate
No.

Name
（Date of Birth）

Profile, Title, and Important Concurrent Posts
Apr. 1971

Japan Development Bank (present, Development Bank of Japan, Inc.)
responsible for lending and investment

Apr. 1997

General Manager, Retail Department at Head Office, Japan
Development BankManaging Director and General Manager of Accounting Departmentof K.K. Hotel Odakyu
Managing Director of K.K. Odakyu Hotels and Resorts (merged into
present K.K. Hotel Odakyu) (responsible for marketing)Executive Officer of Kansai International Airport Co., Ltd. (present,
New Kansai International Airport Co., Ltd.) (responsible for terminal
sales promotion, subsidiaries management and hotel business
management)

Apr. 1998
Apr. 2002

2

Hiroto Kashii

Jun. 2003(March 18, 1949)

Jun. 2009

Representative Director of Kyowa Co., Ltd.

Jun. 2012Managing Director of Japan Carbon Finance, Ltd.

Mar. 2013

Representative Director of Japan Carbon Finance, Ltd.

Jun. 2013
Nov. 2015

Corporate Auditor of DBJ Asset Management Co., Ltd.
Supervisory Director of Japan Hotel REIT Investment Corporation(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.
3. The above candidates for Supervisory Directors and JHR do not have any special interest
relationship.
4. Both of the above candidates for Supervisory Directors currently supervise, as JHR’s Supervisory
Directors, the execution of overall operation by JHR’s Executive Director.

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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 SubstituteExecutive 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 25, 2017.
The candidate for the Substitute Executive Director is as follows.
Name(Date of Birth)

Hisashi Furukawa(February 14, 1959)

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

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

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.

Aug. 2013

Established River Flows, Inc.
Representative Director

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 Representative Director andPresident of Japan 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 thanstated above.
3. With regard to the above candidate for Substitute Executive Director, JHR may cancel theappointment before the candidate assumes the post by a resolution at a meeting of the board of
directors.

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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” 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 suchconflicting proposal(s).
None of the proposals from Proposal 1 through Proposal 4 are in conflict with other proposal(s).
End……………………………………………………………………………………………………………

Venue for General Meeting of Unitholders
3F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo
Room 1+2+3, BELLESALLE Yaesu
TEL: +81-3-3548-3770<Transportation>
 Nihonbashi Station
A7 exit stairs is directly connected to the Yaesu First Financial Building (Tokyo Metro Tozai Lineand Ginza Line / Toei Asakusa Line) Tokyo Station
Three-minute walk from the Yaesu North Gate (JR / Tokyo Metro Marunouchi line)

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 the venue is different from that for the previous meeting. In addition, there is“BELLESALLE Tokyo Nihonbashi” near the venue. Please make sure to come to“BELLESALLE Yaesu”.

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