Advance Residence Investment : Notice Concerning Changes in Articles of Incorporation and Appointment of Directors

September 12, 2023

For Immediate Release

Advance Residence Investment Corporation

Securities Code：3269

1-105Kanda-Jinbocho,Chiyoda-ku, Tokyo

Wataru Higuchi, Executive Director

Asset Management Company:

ITOCHU REIT Management Co., Ltd.

Junichi Shoji, Representative Director, President

& CEO

Inquiries:

Isao Kudo, Executive Officer

TEL. [phone]

Notice Concerning Changes in Articles of Incorporation and Appointment of Directors

Advance Residence Investment Corporation (ADR) announced that it resolved at a meeting of its board of directors today to submit amendments to the Articles of Incorporation and appointment of directors as an agenda for discussion and approval at the 7th General Unitholders' Meeting (the "General Unitholders' Meeting") scheduled for October 26, 2023. Details are as outlined below.

The proposals shall become effective when they are voted on and approved at the General Unitholders' Meeting.

1. Brief of Amendments to the Articles of Incorporation

1. Following the enforcement on September 1, 2022, of the amendments stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) and item 3 of the Supplementary Provisions of the Act Prescribing Adjustments to the Relevant Acts to Coordinate with the Enforcement of the Act Partially Amending the Companies Act (Act No. 71 of 2019, hereafter the "Adjustment Law"), ADR has been deemed to have introduced provisions calling for taking measures for electronic provision of the information contained in the Reference Materials for General Unitholders' Meeting, etc. in its Articles of Incorporation on that date, in accordance with the stipulation of Article 10, paragraph 9 of the Adjustment Law. The proposed amendments are aimed at officially introducing such provisions and stipulating that ADR may limit the scope of the matters, subject to the said measures that are to be communicated in writing to unitholders at their request, to the scope stipulated under the Regulation for Enforcement of the Act on Investment Trusts and Investment Corporations.
2. In the future, ADR may take out loans from credit unions as it works to diversify its lenders. For this, it needs to conduct investments in accordance with the Shinkin Bank Act (Act No. 238 of 1951, subsequent amendments included). We thus propose to add investments stipulated under the Shinkin Bank Act to the target scope of ADR's asset management, as stipulated in Attachment 1.
3. There are provisions calling for ADR's investment targets to be those used primarily for residential purposes. In order to increase flexibility of investment and management, however, we propose to establish definitions of details of residential unit types that are classified based on floor plans, occupied areas, etc. in the internal rules of the asset management company. In order to address increasingly diverse operational formats, names of rental

[Provisional Translation]	1

This English translation of the original Japanese document is provided solely for informational purposes.

Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

housing, etc. in recent years, we also propose to list detailed usage purposes in the rental housing category in the manner of giving examples and introducing changes, including clarification of words, etc.

(Please refer to the attached "Convocation Notice for 7th General Unitholders' Meeting" for details on the amendments to the Articles of Incorporation.)

2. Appointment of Directors

The term of office of Executive Director Wataru Higuchi and Supervisory Directors Yoshitsugu Oba and Satoru Kobayashi will expire at the conclusion of the upcoming General Unitholders' Meeting. Accordingly, the proposal to appoint one new executive director and three supervisory directors will be submitted for the aim of enhancing and strengthening our supervisory structure.

In the case a vacancy arises in the office of supervisory director or the number of supervisory directors falls below the quorum provided for under laws and regulations, a proposal to appoint one substitute executive director and one substitute supervisory director will be submitted.

1. Candidate for Executive Director Wataru Higuchi (reappointment)
2. Candidates for Supervisory Director Yoshitsugu Oba (reappointment) Satoru Kobayashi (reappointment) Aiko Kanayama (new appointment)
3. Candidate for Substitute Executive Director Isao Kudo (reappointment)
4. Candidate for Substitute Supervisory Director Hiromitsu Yamauchi (reappointment)

(Please refer to the attached "Convocation Notice for 7th General Unitholders' Meeting" for details on the appointment of directors.)

3. Scheduled Date Regarding the General Unitholders' Meeting

September 12, 2023: Board of Directors' approval of proposals for 7th General Unitholders' Meeting

October 10, 2023: Delivery of Convocation Notice for 7th General Unitholders' Meeting

October 26, 2023: Holding of 7th General Unitholders' Meeting

(Attachment) Convocation Notice for 7th General Unitholders' Meeting

About Advance Residence Investment Corporation

Advance Residence Investment Corporation is the largest J-REIT specializing in residential properties and is managed by ITOCHU REIT Management Co., Ltd. (IRM), the asset management company of the ITOCHU Group, investing in over 270 rental apartments located mostly in central Tokyo and in other major cities throughout Japan (AUM over 470 billion yen). ADR can be expected have a stable dividend in the long-term and can be considered as a defensive J-REIT, on back of the stable income from residential assets and with the largest dividend reserve among J-REITs.

"Advance" is the common brand name of the real estate investment corporation managed by ITOCHU REIT Management Co., Ltd.

ADR's website:https://www.adr-reit.com/en/

IRM's website :https://www.itc-rm.co.jp/en/

[Provisional Translation]	2

This English translation of the original Japanese document is provided solely for informational purposes.

Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

(Securities Code: 3269)

(Date of publication) October 10, 2023 (Start date of measures for electronic provision) October 3, 2023

To Our Unitholders

Advance Residence Investment Corporation

1-105Kanda-Jinbocho,Chiyoda-ku, Tokyo

Wataru Higuchi, Executive Director

Convocation Notice for 7th General Unitholders' Meeting

It is with pleasure that we notify you of the 7th General Unitholders' Meeting of ADR (the "General Unitholders' Meeting"), which will be held as set out below.

If you are unable to attend, you may exercise your voting rights in writing, so please consider the Reference Materials for General Unitholders' Meeting set out below, indicate your approval or disapproval on the enclosed Form for Exercising Voting Rights, and then return the form so that it arrives by no later than 5:00 p.m. on Wednesday, October 25, 2023.

In accordance with Article 93, paragraph 1, of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951 as amended, hereafter the "Investment Trusts Act"), ADR has made provisions for 'deemed approval' in Article 14 of ADR's Articles of Incorporation as set out below. Please therefore note that if you are unable to attend the General Unitholders' Meeting and do not exercise your voting rights with the Form for Exercising Voting Rights, you will be deemed to have approved each of the proposals being discussed at the meeting except for cases that fall under the stipulations inside the parentheses of Article 14, paragraph 1 and in paragraph 3 of the same article of the Articles of Incorporation.

(Excerpt from ADR's Articles of Incorporation)

Article 14 Deemed Approval

1. If a unitholder is not present at a general unitholders' meeting and does not exercise his or her voting rights, the unitholder will be deemed to have approved the proposals submitted to the general unitholders' meeting. (This does not include if more than one proposal is submitted and they are in conflict with each other in which case all the proposals shall be excluded.)
2. The number of voting rights represented by the unitholders who are deemed to have approved the proposals under the preceding paragraph are counted in the number of voting rights represented by the unitholders present.
3. (i) If a unitholder who has continuously had investment units representing at least one hundredth of the total outstanding investment units for the preceding six months or longer notifies the Investment Corporation (or both the Investment Corporation and the convenor, if the convenor is neither a executive director nor a supervisory director) of their intention to oppose the planned submission to a General Unitholders' Meeting of a proposal regarding the matters specified below within two weeks from the earlier of either the date on which the Investment Corporation announces the planned submission on its website or the date on which the convenor announces it using a similar method, or (ii) if the Investment Corporation states its intention to oppose a proposal regarding the matters specified below in a convocation notice or announces it on its website, the preceding two paragraphs do not apply to such a proposal.
4. 1. Appointment or dismissal of executive directors or supervisory directors
   2. Signing or cancelling of asset management agreements with the asset management company
   3. Dissolution
   4. Merging of investment units
   5. Waiver of responsibility of executive directors, supervisory directors, or accounting auditors
   6. Approval of absorption-type or consolidation-type merger agreements

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4. Provisions in paragraph 1 and 2 do not apply to the proposal to amend this article.

Please note that, in convening the General Unitholders' Meeting, ADR has taken measures for electronic provision of the information contained in the Reference Materials for General Unitholders' Meeting, etc. (the electronic provision measures), which are posted as the "Convocation Notice for 7th General Unitholders' Meeting" on ADR's website on the Internet.

ADR's website: https://www.adr-reit.com/

In addition to the above website, the electronic provision measures are posted on the website of the Tokyo Stock Exchange (TSE). To view them, access the TSE website indicated below (TSE Listed Company Search), enter the issue name (investment corporation name) or securities code, click "Search," and then select: "Basic information" -> "Documents for public inspection/PR information" -> "Notice of General Investors Meeting /Informational Materials for a General Investors Meeting."

TSE website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

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Amendments to the Articles of Incorporation Appointment of 1 Executive Director Appointment of 1 Substitute Executive Director Appointment of 3 Supervisory Directors Appointment of 1 Substitute Supervisory Director

		Meeting Details
1.	Time and Date	October 26, 2023 (Thursday), 10:00 a.m. (Reception to open at 9:30 a.m.)
2.	Location	Station Conference Tokyo
		602, 6th floor, Sapia Tower
		1-7-12 Marunouchi, Chiyoda-ku, Tokyo

(Please see the map for the General Unitholders' Meeting at the end of this notice.)

3. Matters that are the Purpose of the General Unitholders' Meeting

Matters for Resolution

Proposal No. 1

Proposal No. 2

Proposal No. 3

Proposal No. 4

Proposal No. 5

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NB ◎ On the day of the meeting, please submit the enclosed Form for Exercising Voting Rights to the venue's reception.

• If a proxy will attend in your place, please submit the power of proxy together with the Form for Exercising Voting Rights to the venue's reception. However, in accordance with Article 12, paragraph 1, of ADR's Articles of Incorporation, the proxy must be an ADR unitholder with voting rights.
• If your Form for Exercising Voting Rights is returned to us but your vote for or against each of the proposals is not indicated, you will be deemed to have approved ADR's proposals.
• On the same day of the General Unitholders' Meeting, a Management Performance Briefing will be held by ADR's asset management company, ITOCHU REIT Management Co., Ltd., at the same venue after the closing of the GUM. ADR kindly asks that you also attend the briefing.
• Method to notify amendments to the electronic provision measures
  If any change is made to the electronic provision measures, we will post the measures before the change and the measures after the change on ADR's website on the Internet and the TSE website mentioned above. We ask for your understanding.

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