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.
October 15, 2025 REIT Issuer:
Japan Hotel REIT Investment Corporation (TSE code: 8985) Kaname Masuda, Executive Director
Asset Management Company:
Japan Hotel REIT Advisors Co., Ltd. Hiroyuki Aoki, President & CEO Contact:
Noboru Itabashi
Director of the Board, Managing Director Head of Corporate Division
TEL: +81-3-6422-0530
Notice Concerning Partial Amendments to Articles of Incorporation and Election of Directors
This is to inform you that Japan Hotel REIT Investment Corporation (hereinafter called “JHR”) resolved at today’s meeting of the Board of Directors to propose partial amendments to the Articles of Incorporation and election of Directors as below at the 13th General Meeting of Unitholders of JHR (hereinafter called “this General Meeting of Unitholders”) to be held on November 26, 2025. The following matters will be effective upon approval at this General Meeting of Unitholders.
Partial Amendments to Articles of Incorporation Reason for amendments are as follows:
JHR intends to make necessary amendments to the Articles of Incorporation to set a ceiling on the number of Executive Directors and Supervisory Directors in order to maintain a balance between the number of Directors required for its adequate management and the burden from increasing the number of Directors, taking JHR’s asset scale into consideration. Additionally, JHR intends to make necessary adjustments to the wording of the Articles of Incorporation in accordance with said amendments (Article 16, Article 9, Paragraph 4, Article 10, and Article 20, Paragraph 2 of the Proposed Amendments).
JHR intends to revise the maximum amount of remuneration for the accounting auditor, in light of the situation where its auditing scope and workload are increasing as JHR's asset scale expands (Article 25 of the Proposed Amendments).
In diversifying JHR’s borrowing sources, it is anticipated that JHR will obtain loans from Shinkin Banks or Credit Associations in the future. In order for JHR to make contributions in accordance with the Shinkin Bank Act and the Small and Medium-Sized Enterprise Cooperatives Act, which are necessary for obtaining such loans from them, JHR intends to add said contributions to scope of its investment targets. Additionally, JHR intends to adjust the number of clauses accordingly (Article 28, Paragraph 4, Items 13, 14, and 15 of the Proposed Amendments).
In accordance with the amendments to the Act on Investment Trusts and Investment Corporations and the Ordinance on Accountings of Investment Corporation, JHR intends to make necessary changes to clarify that the term “profits”, as defined in Article 34 of the Articles of Incorporation, has the same meaning as defined in the Act and Ordinance (Article 34, Paragraph 1, Item1 of the Proposed Amendments).
Election of Directors
Reason for the proposal are as follows:
The term of office of the Executive Director Kaname Masuda, and Supervisory Directors, Tetsuya Mishiku, Mayumi Umezawa and Akiko Tomiyama will terminate at the closing of this General Meeting of Unitholders. Therefore, JHR proposes to elect one Executive Director and three Supervisory Directors.
Also, in preparation for the case of vacancy in the position of Executive Director or in case the number of Executive Director does not meet the requirement stipulated by laws and regulations, JHR proposes to elect one Substitute Executive Director.
Candidate for Executive Director
Kaname Masuda (Incumbent)
Candidate for Supervisory Directors
Akiko Tomiyama (Incumbent) Shinsuke Matsumoto (Newly appointed) Emiko Suzuki (Newly appointed)
Candidate for Substitute Executive Director
Hiroyuki Aoki (Note)
Note: Hiroyuki Aoki is currently Representative Director and President of Japan Hotel REIT Advisors Co., Ltd., which has concluded an asset management agreement with JHR.
(Please see “Convocation Notice of the 13th General Meeting of Unitholders” attached hereto for more details on the election of Directors.)
Schedule for this General Meeting of Unitholders, etc.
October 15, 2025 Board approval for agendas for this General Meeting of Unitholders
October 31, 2025 Dispatch of Convocation Notice of this General Meeting of Unitholders (scheduled) November 26, 2025 General Meeting of Unitholders (scheduled)
* Website of Japan Hotel REIT Investment Corporation: https://www.jhrth.co.jp/en/
[Attachment] Convocation Notice of the 13th General Meeting of Unitholders
This English translation is provided for information purposes only. If any discrepancy is identified
between this translation and the Japanese original, the Japanese original shall prevail.
(Security code: 8985)
October 31, 2025
Japan Hotel REIT Investment Corporation Ebisu Neonato, 4-1-18 Ebisu,
Shibuya-ku, Tokyo
Executive Director: Kaname Masuda
Dear Unitholders,
Convocation Notice of the 13th General Meeting of UnitholdersThis is to inform you that you are cordially invited to participate in the 13th General Meeting of Unitholders of Japan 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 case, please review the Reference Materials for this General Meeting of Unitholders, indicate your votes in favor or against the proposal on the enclosed voting rights exercise form, and return it to us, ensuring that it reaches us by no later than 5:30 p.m. on Tuesday, November 25, 2025. If you submit the form without indicating your votes in favor or against any proposal, it will be deemed that you have made a declaration in favor of such proposal.
Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (hereinafter called “the Investment Trust Act”), JHR has set out provisions concerning “Deemed Approval” in Article 14 of its current Articles of Incorporation as described below. None of the proposals submitted to this General Meeting of Unitholders falls under the proposal set out in Article 14, Paragraph 2 of the current Articles of Incorporation. Accordingly, please be aware that if you are not present at this General Meeting of Unitholders and do not exercise your voting rights in the voting rights exercise form, your voting rights will be included in the number of voting rights held by unitholders present at this General Meeting of Unitholders and will be deemed to have approved the proposal (excluding the proposals that conflict with each other in cases in which more than one proposal has been submitted.).
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 of unitholders (excluding the proposals that conflict with each other in cases in which more than one proposal has been submitted.)
Notwithstanding the provisions of the preceding paragraph, the provisions of the preceding paragraph of the deemed approval shall not be applied to the resolutions of the proposals pertaining to Article 104, Paragraph 1 (Dismissal of Director and Accounting Auditor), Article 140 (Revision to the Articles of Incorporation) (provided that this is only applicable to the creation, revision and abolition of the
provisions related to the deemed approval), Article 143, Item 3 (Dissolution), Article 205, Paragraph 2 (Consent to the Cancellation of Asset Management Agreement) or Article 206, Paragraph 1 (Cancellation of Asset Management Agreement) in the Investment Trust Act.
The number of voting rights represented by the unitholders who are deemed to have approved the proposals under Paragraph 1 are included in the number of voting rights represented by the unitholders present.
With regard to the convocation of this General Meeting of Unitholders, JHR is taking electronic provision measures for the information contained in the Reference Materials for this General Meeting of Unitholders, etc. (so called “matters subject to electronic provision measures”). On JHR’s website as indicated below, matters subject to electronic provision measures are posted as “Convocation Notice of the 13th General Meeting of Unitholders.” Please access our website and review such information. In addition, printed copies of Reference Materials for this General Meeting of Unitholders, etc. are sent to all unitholders, regardless of whether or not they have requested the delivery of printed copies.
JHR’s website: https://www.jhrth.co.jp/en/ir/meeting.html
In addition to the website mentioned above, the matters subject to electronic provision measures have also been posted on the website of the Tokyo Stock Exchange (TSE). Therefore, you may access the information by visiting the following TSE website (Tokyo Stock Exchange Listed Company Search), entering and searching the issuer name (Japan Hotel REIT Investment Corporation) or security code (8985), and selecting “Basic information,” “Documents for public inspection/PR information,” and “Notice of General Investors Meeting / Informational Materials for a General Investors Meeting”.
TES website (Tokyo Stock Exchange Listed Company Search):
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
- Date and Time: Wednesday, November 26, 2025 at 2:00 p.m. (Reception opens at 1:30 p.m.)
- Venue: Room A+B+C, BELLESALLE Yaesu
2F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo
There is “BELLESALLE Tokyo Nihonbashi” located near the venue. Please make sure to come to “BELLESALLE Yaesu”.
No parking spaces will be arranged. Please refrain from driving to the venue.
- Purpose of this General Meeting of Unitholders: Proposals to be Resolved
End
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If you are attending this General Meeting of Unitholders in person, please submit the enclosed voting rights exercise form at the reception of the venue.
If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting rights to attend this General Meeting of Unitholders as your proxyholder. Such proxyholder shall submit your voting rights exercise form together with a document certifying the status of the proxy at the reception of the venue.
For resource-saving purposes, please bring this Convocation Notice with you when attending this General Meeting of Unitholders.
- After this General meeting of Unitholders, a briefing session on operating status will be held by Japan Hotel REIT Advisors Co., Ltd., which is the JHR’s asset management company, at the same venue. You are highly encouraged to attend both meetings.
No gift or souvenir will be offered. Thank you for your understanding.
Please note that if any revisions are made to the matters subject to electronic provision measures, such revisions, as well as the items before and after the revisions were made, will be posted on JHR’s website and the TSE website mentioned above.
A notice of the resolutions will be posted on JHR’s website after the conclusion of the General Meeting of Unitholders.
