Japan Hotel REIT Investment : Notice Concerning Partial Amendments to Articles of Incorporation and Election of Directors

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 12, 2023

REIT Issuer:

Japan Hotel REIT Investment Corporation (TSE code: 8985)

Kaname Masuda, Executive Director

Asset Management Company:

Japan Hotel REIT Advisors Co., Ltd.

Hisashi Furukawa, President & CEO

Contact:

Makoto Hanamura

Director of the Board, Managing Director

Head of Finance and Planning Division

TEL: [phone]

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 12th General Meeting of Unitholders of JHR (hereinafter called "this General Meeting of Unitholders") to be held on November 22, 2023. The following matters will be effective upon approval at this General Meeting of Unitholders.

1. Partial Amendments to Articles of Incorporation Reason for amendments are as follows:

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

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2. Election of Directors

Reason for the proposal are as follows:

The term of office of the Executive Director Kaname Masuda, and two Supervisory Directors, Tetsuya Mishiku and Mayumi Umezawa, applied for resignation for the purpose of an adjustment of their terms of office, and one Supervisory Director, Hiroto Kashii, applied for resignation, with each of such resignations to be effected 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.

1. Candidate for Executive Director

Kaname Masuda (Incumbent)

1. Candidate for Supervisory Directors

Tetsuya Mishiku	(Incumbent)
Mayumi Umezawa	(Incumbent)
Akiko Tomiyama	(Newly appointed)

1. Candidate for Substitute Executive Director Hisashi Furukawa (Note)

Note: Hisashi Furukawa 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 12th General Meeting of Unitholders" attached hereto for more details on the election of Directors.)

3. Schedule for this General Meeting of Unitholders, etc.

October 12, 2023 Board approval for agendas for this General Meeting of Unitholders

October 31, 2023 Dispatch of Convocation Notice of this General Meeting of Unitholders (scheduled)

November 22, 2023 General Meeting of Unitholders (scheduled)

• Website of Japan Hotel REIT Investment Corporation:https://www.jhrth.co.jp/en/[Attachment] Convocation Notice of the 12th General Meeting of Unitholders

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This English translation is provided for information purposes only. If any discrepancy is identified between this translation and the Japanese original, the Japanese original shall prevail.

(Security code: 8985) October 31, 2023

Japan Hotel REIT Investment Corporation

Ebisu Neonato, 4-1-18 Ebisu,

Shibuya-ku, Tokyo

Executive Director: Kaname Masuda

Dear Unitholders,

Convocation Notice of the 12th General Meeting of Unitholders

This is to inform you that you are cordially invited to participate in the 12th General Meeting of Unitholders of Japan Hotel REIT Investment Corporation (hereinafter called "JHR") which will be held as described below.

When deciding whether or not to attend the General Meeting of Unitholders, we sincerely ask you to bear in mind the infection situation of COVID-19 in Japan and take into consideration other factors, such as your health conditions. Please note that you are entitled to exercise your voting rights at this General Meeting of Unitholders in writing if you do not attend the meeting. In such case, please review the following Reference Materials for this General Meeting of Unitholders, indicate your votes in favor or against the proposal on the enclosed voting rights exercise form, and return it to us, ensuring that it reaches us by no later than 5:30 p.m. on Tuesday, November 21, 2023. If you submit the form without indicating your votes in favor or against any proposal, it will be deemed that you have made a declaration in favor of such proposal.

Also, in accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (hereinafter called "the Investment Trust Act"), JHR has set out provisions concerning "Deemed Approval" in Article 14 of its current Articles of Incorporation as described below. None of the proposals submitted to this General Meeting of Unitholders falls under the proposal set out in Article 14, Paragraph 2 of the current Articles of Incorporation. Accordingly, please be aware that if you are 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 represented by unitholders present at this General Meeting of Unitholders and will be deemed to have approved the proposal (excluding the proposals that conflict with each other in cases in which more than one proposal has been submitted.).

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.)

2. Notwithstanding the provisions of the preceding paragraph, the provisions of the preceding paragraph

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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.

3. The number of voting rights represented by the unitholders who are deemed to have approved the proposals under Paragraph 1 are included in the number of voting rights represented by the unitholders present.

In connection with the convocation of this General Meeting of Unitholders, JHR is taking electronic provision measures for the information contained in the Reference Materials for this General Meeting of Unitholders, etc. (matters subject to electronic provision measures). On JHR's website as indicated below, matters subject to electronic provision measures are listed as "Convocation Notice of the 12th General Meeting of Unitholders." Please access our website and review such information. In addition, printed copies of Reference Materials for this General Meeting of Unitholders, etc. are sent to all unitholders, 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

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1. Date and Time: Wednesday, November 22, 2023 at 10:00 a.m. (Reception opens at 9:30 a.m.)

2. Venue:Room A+B+C, BELLESALLE Yaesu

2F, Yaesu First Financial Building, 1-3-7 Yaesu, Chuo-ku, Tokyo

• There is "BELLESALLE Tokyo Nihonbashi" located near the venue. Please make sure to come to "BELLESALLE Yaesu".
• No parking spaces will be arranged. Please refrain from driving to the venue.

3. Purpose of this General Meeting of Unitholders: Proposals to be Resolved

Proposal 1 Partial Amendments to the Articles of Incorporation

Proposal 2 Election of One (1) Executive Director

Proposal 3 Election of Three (3) Supervisory Directors

Proposal 4 Election of One (1) Substitute Executive Director

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

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