Investor Presentation
for the Merger
November 22, 20220

Disclaimer• The purpose of this document is to provide information on the absorption-type merger, in which MORI TRUSTSogo Reit, Inc. is the surviving company and MORI TRUST Hotel Reit, Inc. is the dissolving company. It is notintended to solicit investment or recommend investment in specific issues.
• The transaction prices of real estate investment securities may decrease due to changes in the prices or
profitability of real estate held as assets, the deterioration of the financial condition of the issuer, changes inmarket conditions, or other factors resulting in a loss incurred. When you make an investment, please do so at
your own discretion and risk.
• This document does not constitute a disclosure document or asset management report pursuant to the Financial
Instruments and Exchange Act, the Act on Investment Trusts and Investment Corporations, cabinet orders,ministerial ordinances, or cabinet office ordinances based on the Financial Instruments and Exchange Act or the
Act on Investment Trusts and Investment Corporations, regulations of the Tokyo Stock Exchange or other related
rules.
• The information provided in the document is based on the information available as of the date of the document.
MORI TRUST Sogo Reit, Inc. and MORI TRUST Hotel Reit, Inc. do not guarantee the accuracy, completeness,certainty, appropriateness, fairness, etc. of the information provided.
• While due care is paid regarding the inclusion of information in this document, please understand that the
information may contain errors, etc., and the information in this document may be revised without notice.
• This document includes forward-looking statements which are based on certain preconditions and assumptions
based on the information available as of the date of the document. These statements are affected by changes in
the preconditions or other factors that may occur in the future and do not guarantee future financial
performance, business results, financial conditions, etc.
• MORI TRUST Sogo Reit, Inc. and MORI TRUST Hotel Reit, Inc. prohibit duplication, diversion or otherunauthorized use of the information provided in this document without prior approval.
1

Contents
1.
Significance of the Merger
1．合併の意義

3. Growth Strategy after the Merger

Scheme of the Merger

P.04

Fundamental Principles and Characteristics of
New MTR

P.05

Characteristics and Current Issues of MTR and
MTH

P.06



Significance and Highlights of the Merger

P.07



Schedule for the Merger (Forecast)

P.08


















Investment Policy of New MTR

P.09



Overview of New MTR

P.10



Forecast for Distribution per Unit of
New MTR

Property Purchase from Sponsors
Using the Merger Effects(1) Pursue Asset Potential, Stability and Growth
Potential with Offices and Hotels as Core Assets

P.17(2) Maximizing the Use of Sponsor Support
and Return to Growth Path

P.20

(3) Strong Governance by Sharing Profit
with Investors

P.25(4) Increase in Market Presence

P.27

Forecast of Operating Results
after the Merger

P.29



Goodwill

P.30

Financial Indicators after the Merger

P.31



Property Portfolio List

P.32



Organization chart of New MTR

P.33



Notes

P.34

P.11

P.13

New Property Purchase(Kamiyacho Trust Tower: Office area, 1.5 Floors) P.14

P.16

4. Appendix


2． External Growth Using the Merger Effects
and Sponsor Support

Medium- to Long-term Growth Strategy

2Significance of the Merger

Scheme of the Merger
MORI TRUST Sogo Reit, Inc. and MORI TRUST Hotel Reit, Inc. signed a merger
agreement on November 22, 2022, with the goal of increasing unitholder value.
•

Method of the
Merger

Absorption-type merger
Surviving investment corporation: MORI TRUST Sogo Reit, Inc. (MTR)→The trade name will be changed to MORI TRUST REIT, Inc. (New MTR).
Dissolving investment corporation: MORI TRUST Hotel Reit, Inc. (MTH)• MTR:MTH = 1:1.84 (Conversion before division MTR:MTH＝1:0.92)(MTRʼs 1.84 investment units after division are allotted to each investment unit of MTH.)

Merger ratio
Investment unit
spilt
Resolution of thegeneral meeting ofunitholders•

MTR plans to conduct a one-to-two investment unit split to ensure the allotment of
one or more investment units of MTR to the unitholders of MTH.

•

Approval (special resolution) for the proposal for the merger agreement at each of
MTRʼs and MTHʼs general meeting of unitholder is required as a precondition.

Sponsors
MORI TRUST CO., LTD.
Asset
Management
CompanyMori Trust Hotels & Resorts Co., Ltd.

MORI TRUST Asset Management Co., Ltd.
Asset management agreement

Investment
Corporation

MORI TRUST REIT, Inc. (New MTR)
MORI TRUST Sogo Reit, Inc.

(Surviving investment corporation)

MORI TRUST Hotel Reit, Inc

The Merger(Dissolving investment corporation)

4

Fundamental Principles and Characteristics of New MTR
MTR, investing mostly in office buildings that generate a stable cash flow, and MTH,
investing in hotels with growth potential, merge together to create a new MTR.
MORI TRUST Sogo Reit, Inc. (MTR)

MORI TRUST Hotel Reit, Inc. (MTH)

MORI TRUST REIT, Inc. (New MTR)

Creation of a comprehensive REIT with offices and hotels as its core assets,
which is truly equipped with asset potential, stability and growth potential
The new MTR will be operated guided by the principles of stability, growth, continuity,
trust, social responsibility and sharing rewards shared among the Mori Trust Group
companies.
Stability

GrowthBuild a portfolio that has both qualities.

Continuity

Trust

Earn the trust of investors through continuous investment.

Socialresponsibility

Sharingrewards

Maximize unitholder value associated with governance.
5Characteristics and Current Issues of MTR and MTH

 Office buildings(competitive large office buildings)
 Retail facilities and other assets

 Hotels(high-quality hotels, mostly of international brands)

 Number of properties: 16 /asset size: 324.7 billion yen Number of properties: 5 /asset size: 107.6 billion yen

Position Asset size (based on acquisition price):
J-REIT ranked 27th
 Market capitalization: J-REIT ranked 33rd

 Asset size (based on acquisition price):
J-REIT ranked 51st
 Market capitalization: J-REIT ranked 50thExternal
growth Concentrating investment in competitive large
properties largely composed of office buildings incentral Tokyo.
 Implementing an investment strategy with a focus
on quality (location and grade) while assessing
the market and operating performance.

 With a focus on asset potential, concentrating
investment in hotels of the top 4 grades based on
range of price and brand.
 Implementing a growth strategy using the supportof the development and hotel operation andmanagement capabilities of the sponsor group.

Investment
performance Carefully selecting investments with a focus on
the medium- to long-term value of properties after
listing shares in February 2004.
 Responding to large tenants vacating properties,
etc. through the support of sponsors.

 Concentrating investment in hotel assets
supported by asset potential, stability and growthpotential after listing shares in February 2017.
 Maintaining a certain level of distributions
supported by the sponsors even during a decline
in hotel revenues during the COVID-19 pandemic.

Current issues

 Opportunities to purchase large, high-quality
properties in central Tokyo and major cities acrossJapan are limited, and the potential for internal
growth is also limited due to the COVID-19
pandemic. It is necessary to build a portfoliowith growth potential for the future.
 Currently, recovering from a fall in revenue due totenants vacating properties.
 Sponsor support for hotel assets prioritizes MTH.

 During the COVID-19 pandemic, the risk ofrevenue fluctuations emerged for hotel assets andensuring stability was an issue.
 Since listing in February 2017, MTH has not
implemented external growth involving a public
offering.
 The criteria for being added to indices in view ofliquidity have not been met, and the number ofproperties is too small to diversify the property
portfolio.

Investment
targets
Portfolio+

Characteristics

6

Significance and Highlights of the Merger
Aim to return to a growth path by raising its position in the J-REIT market andleveraging sponsor support.
1
Pursue asset potential, stability
and growth potential with offices
and hotels as core assets
Stability

Growth Concentrate investment in high-quality assets with a focus on asset potential,
which is the essential value of real estate Pursue both stability and growth potential using offices that create stable cash
flow and hotels having growth potential as core assets
 Properties and asset types are diversified and portfolio quality increases

2
Maximize the use of sponsor
support and return to growth path
GrowthContinuity

 External growth: Enable assets to grow through the maximum use of sponsor
support.
 Internal growth: Growth in line with market recovery and the growth phase
after the COVID-19 pandemic.

3Strong governance by sharing
profit with investors
Trust

Socialresponsibility

Sharingrewards

 One of the largest same-boat investments in J-REIT by MORI TRUST, thesponsor (same-boat investment ratio after the Merger is 29.2%)
 Introduce asset investment value system linked to unitholder value

4
Increase in market presence
Stability

Growth Asset size of approx. 471.1 billion yen, ranked 14th among J-REITs, anincrease in market presence Liquidity of investment units increased due to the expansion of market
capitalization

As a basic policy, maintain stable operation over the medium- and long-term
primarily using offices that generate stable cash flow and hotels with growthpotential, and aim to increase unitholder value.
7

Schedule for the Merger (Forecast)

MTR

Execution date of
the merger agreement

MTH

Execution date of
the merger agreement

November 22, 2022

Record date ofgeneral meeting ofunitholders

December 9, 2022

December 8, 2022

Record date ofgeneral meeting ofunitholders

General meeting ofunitholders

February 1, 2023

January 31, 2023

General meeting ofunitholders

February 27, 2023

Delisting

Period ending Feb. 28, 2023

End of the current
fiscal period

End of the current
fiscal period

Period ending Feb. 28, 2023
(5-month settlement)

Effective date of
the Merger

Payment of distributions

End of the first fiscal period
after the Merger

Effective date of
the Merger

March 1, 2023

May 2023

May 2023

Period ending Aug. 31, 2023 (6-month settlement)

Payment of money
delivered due tothe Merger

End of the first fiscal period
after the Merger

8Investment Policy of New MTR
Use of investment
MTR

Area of investment
MTH

Office buildings

70 - 90%

Retail facilities andother assets

10 - 30%

Hotels

MTR
100%

MTH

Central Tokyo*

60 - 80%

Major cities across Japan

Other

20 - 40%

Famous tourist sites*Chiyoda-ku, Chuo-ku, Minato-ku,
Shinagawa-ku, Shibuya-ku and Shinjuku-ku

New MTR

Office buildingsCore
assets

New MTR40 - 80%

Office buildings, other

Hotels60% ormore

Major cities across Japan

Up to 40%

Famous tourist sites

Central Tokyo

Hotels*No settings for investment ratio of each
investment area

20 - 55%
Other

Other (Retail facilities, Residential)

Up to 30%

Minimum amount of investment
per unit of investment property
Use (area category)Central Tokyo*No investment ratio for hotels are set for
the individual investment areas.

Hotel investment target (grade)
Focused investment targets

Minimum investment
value

LuxuryGuestroom area
ADR

: 40 m2 : 40,000 yen -5 billion yen in principle

Upper upscale

Guestroom area
ADR

: 30 - 40 m2: 30,000 - 40,000 yen

UpscaleGuestroom area
ADR

: 20 - 30 m2: 20,000 - 30,000 yen

Upper midscale

Guestroom area
ADR

: 15 - 20 m2: 10,000 - 20,000 yen

Midscale

Guestroom area
ADR

: 10 - 15 m2: - 10,000 yen

EconomyGuestroom areaADR

: - 10 m2: - 10,000 yen

Office buildings
Other(metropolitan area,
ordinance-designatedcities, etc.)

3 billion yen in principle

Hotels1 billion yen in principle

Retail facilities

3 billion yen in principle(Note) Use of investment, Area of investment, Minimum amount of investment per unit of investment property are calculated by an anticipated acquisition price basis

9Overview of New MTR

MTR

MTH

Asset to bepurchased

New MTR(As of March 1, 2023)

Acquisition price324.7 billion yen

123.4 billion yen

23.7 billion yen

471.1 billion yen

Number ofproperties

16

5

Averagebuilding age

22.1 years

16.2 years

LTV

47.9%

Interest-bearing
liabilities

156.0 billion yen

53.9 billion yen

NAV per unit

150,867 yen

138,205 yen

74,904 yen(Conversion before division
into two︓149,809 yen)

Total net assets
per unit

120,508 yen

102,289 yen

64,181 yen(Conversion before division
into two︓128,362 yen)

+

48.9%

(An additional purchaseof owned property)+

2.6 years

22

19.5 years

47.9％

15.5 billion yen(Forecast)

225.4 billion yen(Note) The numeric values for the new MTR (as of March 1, 2023) include the property acquisition (Sendai MT Building (partly): scheduled to be purchased for approximately 5.2 billion yen on February 28, 2023) and the property
sale (Shinbashi Ekimae MTR Building (partly): scheduled to be sold for approximately 7.2 billion yen on February 28, 2023 (book value of the building was approximately 6.0 billion yen as of the end of September 2022)) thathave already been announced, in addition to the above-mentioned asset to be purchased (Kamiyacho Trust Tower (Office area, 1.5 Floors): scheduled to be additionally purchased for 23.7 billion yen on March 1, 2023).

10Forecast for Distribution per Unit of New MTR
Aim for an increase in unitholder value through internal and external growth in line withthe market recovery
Distribution excluding temporary factors of New MTRRise in distribution level through internal and external
growth led by recovery in the office and hotel markets

Distribution excluding temporary factors of MTR
Distribution excluding temporary factors of MTH<After investment
unit split: 1,519 yen>

(yen)

4,000

3,000

(Temporary factors)
Reduction of internal
reserve

3,000
695(Temporary factors)
Courtyard by Marriott
Tokyo Station partial
sell-off-related

2,289

91

Corresponding value before split into two(Financial amount without taking into
account investment unit split)

3,038 (Note)

Effect ofadditional
acquisition of
Kamiyacho
Trust Tower

418
156

2,000

1,000

Aims tofurther improve
unitholder value(Temporary factors)
Shinbashi Ekimae MTR Building
partial sell-off-related : 752 yen
Merger-related costs : -334 yen

2,620

2,305

2,198

MTR

MTH

New MTR

Recovery of

Scope forFuture ordinary

Period ended

Period ended

Period ending

office andfurter external

dividend level

September 2022

August 2022

August 2023

hotel market

growth(image)(Actual)(Actual)(Forecast)

0(Note) 2,794 yen, when multiplied by the merger ratio (before investment unit split) of 0.92

11

External Growth
Using the Merger Effects and Sponsor Support

Property Purchase from Sponsors Using the Merger Effects
An additional purchase of Kamiyacho Trust Tower from the sponsor was achieved using thepurchasing capacity created by a decrease in LTV due to the merger effect.
Increase in purchasing capacity due to lower LTV

Additional purchase of Kamiyacho Trust Tower from the sponsor

The former MTR buys new property
without the Merger
50.0%
49.0%
48.0%

50.2%

LTV benchmark︓50.0%

47.9%

47.4%

47.2%

High asset
potential

47.0%
46.0%
45.0%
Period ended

Period ended

Period ended

After

September 2021

March 2022

September 2022

asset to be

Acquisition of property with exceptionallyhigh asset potential built with thedevelopment capabilities of the sponsor,
MORI TRUST

Further
Strong commitment of the sponsor to New
increase in MTR returning to a growth path throughsponsorʼsmaximum use of sponsor support
commitment

acquired

LTV reaches the 50.0% benchmark
if new property is purchased

Acquisition Overview

New MTR buys new property after the Merger

50.0%
49.0%
48.0%

LTV benchmark︓50.0%

47.2%

47.4%

LTV reduced throughpurchase of MTHʼs assets
at market value

47.9%

47.9%
46.1%

47.0%

45.0%
September
2021

March 2022

SellerKamiyacho Trust Tower Acquisition
March 1, 2023
(Office area, 1.5 floors)
date
MORI TRUST CO., LTD.

Real estate
Officeusage

Acquisition
23,700 millions yen
priceAppraisalvalue

24,100 millions yen(As of October 31, 2022)• Stable, high occupancy of 99.3% (as of Nov. 22, 2022)

46.0%
Period ended Period ended Period ended

Property
name

After

After

Septembertheasset to be

2022

Mergeracquired

New property purchase achieved while maintaining
LTV at below 50.0% benchmark• Master lease agreement planned to be signed with the sponsor
MORI TRUST• Reduce the risk of vacancies and stabilize revenues by
distributing profit and expenses for jointly operated sections
from the 6th floor to the 30th floor, including this area, withunit owners according to their ownership shares.

13

New Property to be Purchased (Kamiyacho Trust Tower︓Office area, 1.5 Floors)
Representing the working style of Tokyo, the city where the worldʼs most advanced trends are created, as aflagship property in the large Tokyo World Gate building complex directly connected to Kamiyacho Station in thecosmopolitan area of Toranomon neighboring the capital functions and home to many non-Japanese residents.

Overview of asset to be purchased

Features of the property
Floor Structure
37th and 38th fl.:residential floors
31st - 36th fl.: hotel
Tokyo Edition Toranomon is the first Edition property
in Japan. Edition is the new-generation luxury hotel
brand from Marriott International.
Located in nine cities in the world, Edition is loved bycelebrities around the world as the highest grade
lifestyle hotel.

3rd - 30th fl.: office

Property name

Kamiyacho Trust Tower (Office area, 1.5 floors)

B3 - 2nd fl.: shops,
restaurants, office lobby,
parking area, etc.

The super large floors with a ceiling height of 2.9
meters and a reference floor area of more than
1,100 tsubo enable unique layouts and support thepresentation of innovative office spaces.

4-Chome Toranomon, Minato-ku, Tokyo

Location

Office building, retail facilities, medical facilities,
hotels, residences, etc.

Use
Land

16,131.84m2

Building

196,037.12m2

Area

Number of floors
Month/year of completion

38 stories with 3 basement levels
March 2020

The property provides outside third places such as a greenery space
and a waterside terrace with a water view, which can be selected
depending on your mood. They provide office users with places torelax and create space for them to exert their creativity on themes
such as comfort, refinement, diversity and interaction.

The architect, Dr. Kengo Kuma, was invited as adesigner and created the office lobby as a space
symbolizing Tokyo World Gate, a place forinternational business and interaction.

14

ディスクレーマー

Growth Strategy after the Merger

15Medium- to Long-term
Growth Strategy

Pursue asset potential, stability
and growth potential with offices
and hotels as core assets

Maximizing the use of sponsor
support and return to a growthpath

Strong governance by sharing
profit with investors

Increase in market presence

Based on the Mori Trust Group's proven performance in office and hotel development andmanagement over the years, we will plan the creation of a virtuous cycle through a growth strategy
with the goal of medium- and long-term increase in unitholder value.

Forming a virtuous
cycle of growth

Inclusion in various indices due
to increased liquidity
Decreased cost of financing due toan increase in investor groups andimproved credit

Increased liquidity due to a
public offering
Asset increase through external
growth through sponsor support

The Merger

1
Pursue asset potential, stability
and growth potential with offices
and hotels as core assets
Stability

GrowthP. 17: Intensive Investment in High-quality
Assets
P. 18: Portfolio Consisting Primarily ofHigh-quality Properties Developed by theSponsorP. 19: Increase in Portfolio Stability and
Growth Potential using Mergers

4

3

2
Maximizing the use of sponsor
support and return to growthpathGrowthContinuity

P. 20: Track of Asset Size Growth andExternal GrowthP. 21: Mori Trust Groupʼs Track Record ofDeveloping a Variety of High-quality Assets
P. 22: Expectations for Internal Growth in
the Post-COVID-19 PhaseP. 23, 24: Track Record of Sponsor Support

Strong governance by sharing
profit with investors
Reliability

Socialresponsibility

Sharingrewards

P. 25: One of the Largest Same-boat
Investment in J-REIT
P. 26: Introduce Asset Investment
Management Fee System Linked toUnitholder Value

Increase in market presence
Stability

GrowthP. 27: Positioning of New MTR after the
Merger16

(1) Pursue Asset Potential, Stability and Growth Potential with Offices and Hotels as Core Assets

Intensive Investment in High-quality Assets

Pursueasset potential, stability
オフィス・ホテルを中核資産としand 資産性・安定性・成⻑性を追求
growth potential with offices
and hotels as core assets

Building a portfolio with both stability and growth potential based on its core assets, offices and hotels
Intensive investment in high-quality, high-grade assets with asset potential leveraging the support ofMori Trust Group assets
Asset potential: located in major cities across Japan,
concentrated in central Tokyo.

Properties located in central Tokyo are 80.0% of theentire portfolio
96.0% of the portfolio is properties in major cities
across Japan

Property owned by MTR

Grade: Intensive investment in high-quality, high-grade properties

OfficeHotel

Total floor space: Large
Contracted rent: High

Guestroom area: Large
ADR: High

Central Tokyo
An investment of 5 billion
yen or more

Guest room floor area: from 40 m2
Avg. guest room unit price: from 40,000
yen

Investment in first-class officebuildings in Chiyoda, Chuo, Minato,
Shinagawa, Shibuya and Shinjuku
wards

Property owned by MTH

Major cities across JapanAn investment of 3 billion
yen or more

Tokyo 23 Wards

Investment in high-quality officebuildings in the Tokyo metropolitan
area (Tokyo, Kanagawa, Chiba andSaitama) and other ordinancedesignated cities

LuxuryUpper upscale
Guest room floor area: from 30 to 40 m2
Avg. guest room unit price: 30,000 to
40,000 yen

UpscaleGuest room floor area: from 20 to 30 m2
Avg. guest room unit price: 20,000 to
30,000 yen

Upper midscale
Guest room floor area: from 15 to 20 m2
Avg. guest room unit price: 10,000 to
20,000 yen

Midscale

OthersGuest room floor area: from 10 to 15 m2
Avg. guest room unit price: up to
10,000 yen

EconomyGuest room floor area: up to 10 m2
Avg. guest room unit price: up to
10,000 yen

Central Tokyo

Total floor space: Small
Contracted rent: Low

Guestroom area: Small
ADR: Low17

(1) Pursue Asset Potential, Stability and Growth Potential with Offices and Hotels as Core Assets

Portfolio Consisting Primarily of High-quality Properties Developed by the Sponsor

Pursueasset potential, stability
オフィス・ホテルを中核資産としand 資産性・安定性・成⻑性を追求
growth potential with offices
and hotels as core assets

Building a portfolio with high asset potential consisting primarily of high-quality properties developedby the sponsors, which can be destinations for people to gathering
Portfolio including high-grade assets with asset potential and an increase in stability
Percent of the portfolio that is in central Tokyo(Percent of the portfolio that is in major cities across Japan)

Percentage of properties using an international brand(Hotel)

80.0%

63.9%

(Major cities acrossJapan: 96.0%)

Intensive investment in areas with high asset potential

Intensive investment in high-grade properties consisting
mainly of properties using an international brand

Properties for which the development and management
capabilities of the Mori Trust Group are used

OfficeHotel

High-grade office buildings
mainly consisting of large,
competitive properties

High-quality hotels mostly using
an international brandKamiyacho Trust Tower

Courtyard by Marriott
Tokyo Station

Courtyard by Marriott
Shin-Osaka Station
Hotel Sunroute
Plaza Shinjuku

Sendai MT Building Osaki MT Building(planned for acquisition)
Tokyo Shiodome Building

Shangri-La Tokyo
Hilton Odawara Resort & Spa(Note) The “ratio of the central Tokyo area (ratio of major cities nationwide)” and “ratio of the international brand (hotels)” are calculated based on anticipated acquisition price as of March 1, 2023.
The usage of a property with more than one use is determined based on the main use of the building18

Pursueasset potential, stability
オフィス・ホテルを中核資産としand 資産性・安定性・成⻑性を追求
growth potential with offices
and hotels as core assets(1) Pursue Asset Potential, Stability and Growth Potential with Offices and Hotels as Core Assets

Increase in Portfolio Stability and Growth Potential using Mergers

Increase in portfolio stability and growth potential through the diversification of use andexpansion of property scale
Acquisition price

Ratio by asset
class

MTR

MTH

New MTR324,705 million yen

123,473 million yen

471,145 million yen

Hotels

Other

Other

6%

1%

1%

facilities
22%

Officebuildings
71%

+

4%

Major cities 6%

Major cities

across Japan

across Japan

across Japan

Central
Tokyo
80%

+

Other
33%

Shiodome
Building
25%

16%

Central+ON Building
Kamiyacho
SHIBUYA Kioicho 12%
Trust Tower
FLAG
Building
9%
10%
11%

Intensive investment
in areas with highasset potential

Central

Tokyo

Tokyo

80%

80%

Tokyo

Courtyard Hilton

Tokyo

Ratio of top 5
properties

55%

OthersOthers14%

Portfolio with bothstability andgrowth potentialbuildings

30%

100%

Major cities 4%
16%

Office14%
HotelsHotelsOthersRegional ratios

Retailfacilities

RetailTokyo Odawara
6% Shangri-La
14%
Courtyard

Tokyo

Shin-Osaka 14%

40%

Hotel Sunroute
Plaza Shinjuku
26%

Shiodome
Other
45%

Building Kamiyacho
18% Trust Tower
11%

Kioicho
Building
7%

Shangri-La
ON Building
8%

Size per property

20,294 million yen

24,694 million yen

21,415 million yen

Number ofproperties

16 properties

5 properties

22 properties

Average buildingage

22.1 years

16.2 years

19.5 years

Increase in stability
through progress inproperty diversification

Tokyo
11%

(Note) The acquisition price at MTR as of the end of October 2022 is on an acquisition price basis, and the acquisition price at MTH is on an appraisal value basis as of the end of August 2022. The acquisition price for the new MTR
after the Merger will be calculated, assuming the property holdings at MTH are acquired at the appraisal value as of the end of August 2022.
Ratio by asset class, Regional rations, Ratio of top 5 properties, Size per property are calculated by acquisition price. (Those for the MTH and the new MTR after the Merger will be calculated, assuming the property holdings at
MTH are acquired at the appraisal value as of the end of August 2022.)
The numeric values for the new MTR include property acquisitions and dispositions that have already been announced

19

Maximizing the use of sponsor(2) Maximizing the Use of Sponsor Support and Return to a Growth Pathsupport and return to a growth
path

Track of Asset Size Growth and External Growth

Despite the inability to achieve adequate external growth in the last several years, the two investment
corporations will aim for growth through the Merger and an increase in asset size by acquiring mostly
properties developed by the sponsors.
Independent growth of MTR and MTH(billion
yen)
800

New growth as New MTR

Listing of MTR stock
The Merger of MTR and MTH
Listing of MTH stock

Acquisition price
New MTR
MTR

700

MTH
600

Return to
growth path

500

471.1

400
327.3

338.4 328.1 328.1

324.0

324.0

324.0

324.7

324.0

300

200
107.2

102.0

102.0

102.0

108.5

107.7

107.6

100

0
Period
ended

2014

2015

2016

2017

2018

2019

2020

2021

Beforethe Merger

After
the Merger

Mar.
2004
(Note) The acquisition prices for MTR and MTH are calculated based on the acquisition price of each period. The acquisition price for New MTR after the Merger is calculated, assuming the property holdings at MTH are acquired at theappraisal value as of the end of August 2022.

20

Maximizing the use of sponsor
support and return to a growthpath(2) Maximizing the Use of Sponsor Support and Return to a Growth PathMori Trust Groupʼs Track Record of Developing a Variety of High-quality Assets

Since its foundation in 1951, the Group has engaged in large urban development projects mostly incentral Tokyo and operated a property ownership, leasing, operation and management business.
The Group has developed a variety of properties, particularly offices in prime locations and hotel
assets using international brands.
Examples of properties developed and operated by the Mori Trust Group

Gotenyama Trust City

Gotenyama Trust Tower
Completed in 1990

Tokyo Shiodome
Building

Tokyo Shiodome
Building
Completed in 2005

Marunouchi Trust City

Sendai Trust City

Kyobashi Trust Tower

Tokyo World Gate

Marunouchi Trust Tower North/Main
Completed in 2003/2008

Sendai Trust Tower
Completed in 2010

Kyobashi Trust Tower
Completed in 2014

Kamiyacho Trust Tower
Completed in 2020

Tokyo World Gate Akasaka(scheduled completion)

Akasaka Trust Tower
FY2024 (scheduled
completion)

Hotels to open

Tokyo Marriott Hotel
Opened in 2013
(Rebranded)

Conrad Tokyo
Opened in 2005

Shangri-La Tokyo
Invited in 2009

The Westin Sendai
Opened in 2010

Courtyard by Marriott
Tokyo Station
Opened in 2014

The Tokyo EDITION,
Toranomon
Opened in 2020

Plans for a hotel inside
Tokyo World Gate Akasaka

21

Maximizing the use of sponsor
support and return to a growthpath(2) Maximizing the Use of Sponsor Support and Return to a Growth Path

Expectations for Internal Growth in the Post-COVID-19 Phase

Aim for internal growth leveraging the market recovery after the pandemic
Fall in office and hotel occupancy and rent levels
due to the COVID-19 pandemic

Internal growth expected thanks to a recovery
in the market from the pandemic

Trends in MTR office occupancy(based on sublease)

Forecast for trends in office occupancy(5 wards of central Tokyo)

100.0%

100.0%

96.3%

96.0%

98.0%
Current officeoccupancy showsa recovery trend

92.0%

Office

88.0%

94.9%

96.0%
84.6%

92.0%

80.0%

90.0%
2023

76.0%
Aug.

Oct.

Dec.

Feb.

Apr.

Jun.

96.5%

96.8%

96.8%

2023

2024

2024

2025

2025

1st half 2nd half 1st half 2nd half 1st half 2nd halfAug.

2021 2021 2021 2021 2022 2022 2022 2022

96.1%

94.0%

84.0%

Jun.

95.5%

A moderate recovery is expected in the office market(Source) Commercial Property Research Institute, inc.

0%

Trends in MTHʼs hotel business results(compared to 2019)

-10%

100%

-30%

90%

-40%

80%

-50%

70%

-60%
-70%
-80%
Jan.
2022

112%
111%
109%

110%

-20%

Hotel

120%

Forecast for a recovery in travel demandby region (compared to 2019)
118%

Feb.
2022

Mar.
2022

Apr.
2022

Earnings at 4 properties withvariable rents are trending
toward recovery versus 2019
May
Jun.
Jul.
Aug.
Sep.
2022
2022
2022
2022
2022

Shangri-La [Based on rent (linked to hotel total revenue)]
Hilton Odawara [Based on hotel total revenue]
Courtyard Tokyo [Based on RevPAR]
Courtyard Shin-Osaka [Based on RevPAR]

60%
50%
40%

61%
56%
40%

North America
EuropeAsia Pacific
Domestic

2021
2022
2023
2024
2025
A recovery in demand for inbound tourism is expectedin addition to domestic travel(Source) IATA

22

Maximizing the use of sponsor
support and return to a growthpath(2) Maximizing the Use of Sponsor Support and Return to a Growth Path

Track Record of Sponsor Support (i)1Mita MT Building and
Ginza MTR Building/Kioicho Building

ExamplesAcquisition of high-quality properties
through the provision of information

2

Ito-Yokado
Shin-Urayasu

3Transfer of properties with concerns
through intermediation with buyers

Tokyo Shiodome
Building/Kamiyacho
Trust Tower

Replacement transactions involving
properties main tenants havevacated and properties developed by
the sponsors

4

Shinbashi Ekimae MTR
Building/Sendai MT
Building

Replacement transactions involving
properties building-based tenants
have vacated and properties
developed by the sponsors

MTR

Property replacement

Property sales

Property replacement

Sponsor alliances

Ensuring stablerevenue

Ensuring stablerevenueDec. 2014, Apr. 2015
Ginza MTR Building

Jul. 2021, Oct. 2021
Part of Tokyo Shiodome
Building

Sold to external
party
Oct. 2014
Kioicho Building
Information
provided bysponsors

Property replacement(vacation of sublessee in Jun. 2021)

Feb. 2023, Aug. 2023
Feb. 2024
Shinbashi Ekimae MTR
Building(vacation of lessee in Dec. 2021)

Sold to external party
Jul. 2021, Oct. 2021
Part of Kamiyacho Trust
Tower

Dec. 2014
Mita MT Building
Intermediation by sponsors

Posting of gain on salein 2 periods

Feb. 2023, Aug. 2023
Feb. 2024
Sendai MT Building
Posting of gain on salein 3 periods

Sponsor group23

Maximizing the use of sponsor
support and return to a growthpath(2) Maximizing the Use of Sponsor Support and Return to a Growth Path

Track Record of Sponsor Support (ii)1

Contribution ofproperties for stocklisting

ExamplesFeb. 2017
Listing of MTH stock2

Hilton Odawara
Resort & Spa

3

Sep. 2019
Support for external growth

Support for rents
using minimum
guaranteed rent

2020Decline in hotel revenue due to theimpact of the COVID-19 pandemic

4

Courtyard by Marriott
Tokyo Station

Elimination of conflict with financial
covenants due to the impact of the
COVID-19 pandemic

MTH

Sep. 2019
Hilton Odawara Resort & Spa(50% quasi-co-ownership interest)

Sponsor alliances

Aug. 2021 (5.5% quasi-coownership interest),
Aug. 2022 (1% quasi-coownership interest)

Jul. 2016
Hotel Sunroute Plaza Shinjuku

Acquisition from external parties

Sep. 2016

Certain distribution level
maintained by minimum
guaranteed rent

Courtyard by Marriott Tokyo Station

Shangri-La Tokyo
Courtyard by Marriott Tokyo Station
Courtyard by Marriott Shin-Osaka Station(74% co-ownership interest)

Sep. 2019
Hilton Odawara Resort & Spa(50% quasi-co-ownership interest)(Joint investment)

Sale at appraisal value on theassumption of the recovery of hotel
financial performance

Sponsor group24

(3) Strong Governance by Sharing Profit with Investors

Strong governance by sharing
profit with investors

One of the Largest Same-boat Investment in J-REIT

Post-merger ratio of same-boat investment is 29.2%, indicating a strong link between
the sponsor group and investor profit.
Same-boat investment of J-REIT

Sponsor support by Mori Trust Group

29.2%

Acquisitions basedon information
provided by
the sponsoror

Acquisitions basedon Joint investment
with the sponsor

Acquisitions
involving
the sponsor

Acquisitions fromthe sponsor
61.0%

83.9%

22.9%
Investment in high-quality properties developedby MORI TRUST, a general developer
Recent transactions (including planned)
Acquisitions
fromthe sponsor

Joint
investment• Hilton Odawara Resort & Spa (2019, MTH)
withthe sponsor

Total 60 stocks

0%

10%

20%

30%

• Sendai MT Building (2023・2024, MTR)
• Kamiyacho Trust Tower (2021・2023, MTR)
• Hotel Sunroute Plaza Shinjuku (2016, MTH)
• Shangri-La Tokyo (2016, MTH)
• Courtyard by Marriott Tokyo Station (2016, MTH)
• Courtyard by Marriott Shin-Osaka Station (2016, MTH)

40%

50%

60%

• Shinbashi Ekimae MTR building (2023・2024, MTR)
Dispositions • Courtyard by Marriott Tokyo Station
to(2021・2022 Partially sold, MTH)
the sponsor • Tokyo Shiodome building (2021 Partially sold, MTR)
• Mita MT building (2014, MTR)

(Note) "Acquisitions from the sponsor," "Acquisitions based on information provided by the sponsor," and "Acquisitions based on Joint investment with the sponsor" are based on anticipated acquisition price as of March 1, 2023.

25

(3) Strong Governance by Sharing Profit with Investors

Introduce Asset Investment Management Fee System Linked to Unitholder Value

Strong governance by sharing
profit with investors

Aim to improve governance system for a further increase in connection with investorsʼ profit and the
maximization of investor value by introducing a compensation system linked to profit per unit to thecompensation linked to profit performance (Management fee 2)(Changes in Management fee 2)(Before change)
Distributable income x 3% (maximum)(After change)
Profit before tax per unit x profit before tax x 0.0012% (maximum)(New Asset Management Fee System)
Calculation method
Management fee 1(Appraisal value of assets at the end of current period + Appraisal value of assets at the end of previous
period) / 2 x 0.2% (maximum) x 1/2

Management fee 2

Profit before tax per unit x Profit before tax x 0.0012% (maximum)

Sum total of amounts derived by multiplying purchase prices by premium rate

Management fee 3

Management fee 4• 0.4% to the portion below 15 billion yen• 0.1% to the portion above 15 billion yen and below 30 billion yen• 0.05% to the portion above 30 billion yen

Transfer price x 0.05%

26

(4) Increase in Market Presence

Increase in market presence

Positioning of New MTR after the Merger

The asset size after the merger will be approx. 471.1 billion yen, raising the presence of
New MTR in the market.
(billion yen)
1,500

Positioning after the Merger
1,250

Asset size

Among J-REITs

471.1 billion yen

14th /60 stocks

1,000

750

500

471.1
324.7

250
107.6

新MTR
ADR
DOI
KDO
ARI
MHR
HLC
IIF
JHR
DLI
FRI
LLR
MFL
NAF
MTR
JEI
KDR
JLF
CRR
NUD
KRR
MEL
NRT
TRE
HFR
IOR
FRC
SAR
GOR
HRR
HHR
MRI
SRR
CRE
ADL
SLR
TLR
ONE
MTH
SRE
SPR
HCM
TSR
EJR
IHR
XYR
MRR
SPA
TRI

NBF
JMF
JRE
NMF
DHR
NPR
GLP
OJR
UUR
SHR
API
JPR
INV

0

27

Appendix

Forecast of Operating Results after the Merger

MTR
Fiscal Period Ended
September 2022
ActualMTH
Fiscal Period Ended
August 2022
Actual

New MTRFiscal Period Ending
August 2023
Forecast

Operating revenue

6,902 million yen

2,053 million yen

11,338 million yen

Operating income

3,428 million yen

1,257 million yen

6,052 million yen

Ordinary income

3,043 million yen

1,145 million yen

5,410 million yen

Net income

3,331 million yen

1,144 million yen

5,409 million yen

2,289 yen

1,519 yen
(Conversion before division
into two︓3,038 yen)

2,289 yen

1,519 yen
(Conversion before division
into two︓3,038 yen)

2,198 yen

1,310 yen
(Conversion before division
into two︓2,620 yen)

Net income
per unit

Distributions per unit
Distributions per unit
(excluding the
temporary factors)

2,523 yen

3,000 yen

2,305 yen

29

Goodwill
While positive goodwill or negative goodwill is expected to be accrued due to theMerger, the amount is undetermined as of November 22, 2022 and therefore is notincluded in the data in the financial forecasts after the Merger announced on November
22, 2022.
MTR (surviving＋ corporation)+ MTH (dissolving corporation)
B/S at the time of
the Merger (book value)

Market valuation B/S
as of the end of February 2023

Assumedliabilities(Fair value)

Assumedliabilities(book value)

Net assets(Fair value)

Net assets(book value)

B/S after the Merger

TBD as of November 22, 2022
Positivegoodwill

Negativegoodwill

Assetsaccepted(Fair value)

Assetsaccepted(book value)

New MTR

Mergerconsideration(MTR
Investment
unit)

Mergerconsideration(MTR
investment
unit)
Merger consideration lessthan market-value basedon net asset value creates
negative goodwill.

Positive goodwill

Liabilities

Assets(including
positivegoodwill)

Net assets(including
negativegoodwill)

Merger consideration
more than market-value
based on net asset value
creates positive goodwill.

Negative goodwill

Treatment on
B/S

Posted as intangible assets

Portion not allocated to distribution in the first fiscal
period after the Merger will be posted as RTA (Reserve
for Temporary difference Adjustments) in net as net
assets within the range necessary for satisfying conduit
requirements (more than 90% dividend distribution)

Treatment on
P/L

Amortized in equal amounts over a period of within 20
years as operating expenses (planned)

Posted as extraordinary income in the first fiscal period
after the Merger

30

Financial Indicators after the Merger
Managed with a target upper limit of LTV at 50％
Interest-Bearing Debt Status
MTR
Total interestbearing debt
LTV
Fixed-rate
debt ratio

156.0 bn yen 53.9 bn yen
47.9%
96.2%

Average interest
rate

0.49%

Averageremainingmaturity of debt

3.4 years

Rating(JCR)

MTH

AA (stable)

48.9%
89.9%
0.47%

Diversification of Lenders

New MTR
209.9 bn yen

LenderMizuho Bank, Ltd.

Balance of(%)
borrowings(million yen)
46,00023.6%

Sumitomo Mitsui Banking
Corporation

40,50020.8%

Sumitomo Mitsui
Trust Bank, Limited

28,500

14.6%

94.5%

MUFG Bank, Ltd.

19,475

10.0%

0.48%

Development Bank ofJapan Inc.

16,000

8.2%

Resona Bank, Limited.

7,500

3.8%

Aozora Bank, Ltd.

5,500

2.8%

The Bank of Fukuoka, Ltd.

5,500

2.8%

The Norinchukin Bank

4,500

2.3%

Shinkin Central Bank

4,000

2.1%

46.1%

1.6 years

3.0 years-

Aim tomaintainand improve

Lender
The Nishi-Nippon
City Bank, Ltd.
Mizuho Trust & Banking
Co., Ltd.
The 77 Bank, Ltd.
Nippon Life
Insurance Company
Mitsui Sumitomo
Insurance Company, Limited
The Ashikaga Bank, Ltd.
Shinsei Bank, Limited
SUMITOMO LIFE INSURANCECOMPANYThe Hachijuni Bank, Ltd.
The Dai-ichi Life Insurance
Company, Limited
Total (20 financial
institutions (banks))

Balance ofborrowings(million yen)

(%)

3,500

1.8%

3,500

1.8%

2,000

1.0%

2,000

1.0%

2,000

1.0%

1,000
1,000

0.5%
0.5%

1,000

0.5%

1,000

0.5%

500

0.3%

194,975

100.0%(Note) LTV is calculated based on the values of each of MTRʼs and MTHʼs latest fiscal period. Others as of October 2022.

Diversification of Repayment Dates(million yen)

31

Portfolio List
Use

Property Name

Location

Hotel grade

Minato Ward,(Luxury)Tokyo
Minato Ward,
Kamiyacho Trust Tower
OfficeTokyo
Shinagawa Ward,
ON Building
OfficeTokyo
Chiyoda Ward,
Kioicho Building
OfficeTokyo
Miyagino Ward,
Sendai MT Building
OfficeSendaiShinagawa Ward,
Osaki MT Building
OfficeTokyo
Chuo Ward,
Midosuji MTR Building
OfficeOsaka
Shibuya Ward,
Hiroo MTR Building
OfficeTokyo
Chuo Ward,
Tenjin Prime
OfficeFukuoka
Shin-Yokohama TECH
Kohoku Ward,
OfficeBuilding
Yokohama
Chiyoda Ward,
Shangri-La Tokyo
Hotel
LuxuryTokyo
Hilton Odawara
Odawara City,
Hotel
Upper upscale
Resort & Spa
Kanagawa
Chuo Ward,
Hotel Okura Kobe
Hotel
Upper upscale
Kobe
Courtyard by Marriott
Chuo Ward,
Hotel
UpscaleTokyo StationTokyo
Courtyard by Marriott Yodogawa Ward,
Hotel
UpscaleShin-Osaka Station
Osaka
Hotel Sunroute
Shibuya Ward,
Hotel
Upper midscale
Plaza Shinjuku
TokyoShibuya Ward,
RetailSHIBUYA FLAGTokyo
facility
Fujisawa City,
Retail
Ito-Yokado Shonandai
Kanagawa
facility
Kohnan SagamiharaMidori Ward,
RetailNishihashimoto
Sagamihara
facility
Inage Ward,
RetailFrespo Inage
Chiba
facility
Shinbashi Ekimae MTR
Minato Ward,
RetailBuildingTokyo
facility
Shibuya Ward,
Park Lane Plaza
Residential
Tokyo
OfficeTokyo Shiodome Building(Hotel: Conrad Tokyo)

Core Assets
Others(Note) The usage of a property with more than one use is determined based on the main use of the building

Construction
completion

Acquisition price Appraisal value(million yen)(million yen)

Leasable area

Jan. 2005

82,53981,40071,806.84 ㎡

Mar. 2020

51,66056,40013,479.44 ㎡

Nov. 1990

39,90036,20020,654.60 ㎡

Nov. 1989

34,30038,30024,748.48 ㎡

Mar. 1999

5,266

5,266

13,003.41 ㎡

Jul. 1994

14,386

17,80024,495.21 ㎡

Mar. 1999

10,170

11,10015,129.16 ㎡

Nov. 1992

8,100

8,420

4,946.36 ㎡

Oct. 2008

7,050

9,910

5,990.40 ㎡

Feb. 1986

6,900

8,280

18,117.03 ㎡

Nov. 2008

49,60049,60022,755.55 ㎡

Oct. 1997

7,050

7,050

25,302.84 ㎡

Mar. 1989

19,00016,90072,246.86 ㎡

Feb. 2014

16,923

16,9235,255.06 ㎡

Mar. 1997

17,40017,40013,881.48 ㎡

Aug. 2007

32,50032,50021,248.23 ㎡

Aug. 2009

32,04040,7005,983.86 ㎡

Nov. 2002

11,60011,70053,393.66 ㎡

Aug. 2005

7,460

8,330

40,283.77 ㎡

-

2,100

2,610

39,556.71 ㎡

Apr. 1999

12,00014,5335,370.00 ㎡

Jun. 1988

3,200

4,250

4,443.03 ㎡

32

Organization chart of New MTR

Transfer Agent,
General Administrator of
Accounting and Asset
Custodian12

Sumitomo Mitsui
Trust Bank, Limited

MORI TRUST REIT, Inc.

General Meeting ofUnitholders

General Administrator of
Investment Corporation Bonds
MUFG Bank, Ltd.

Board of Management
3

Sumitomo Mitsui
Trust Bank, Limited

MORI TRUST CO., LTD.

Executive Director:
Masayuki Yagi
Supervisory Director:
Naomasa Nakagawa

Mizuho Bank, Ltd.

Sponsor Company

New MTR

6
7

Supervisory Director:
Harumi Katagiri
Accounting Auditor

1

General Services Agreement

2

Asset Custody Agreement

3

Fiscal, Issuing and Payment
Agency Agreement

4

Asset Management Agreement

5

General Services Agreement

6

Letter of agreement for theprovision of information onreal estate, etc.
Trademark Licensing Agreement

78(Administration of Registration
Share Issuance and Accounting)(Administration of Organizational Operation)

Letter of agreement for sponsor
support8

Ernst & Young
ShinNihon LLC
4Sponsor Company
Mori Trust Hotels& Resorts Co., Ltd.

5

Asset Management Company and General Administrator of Organizational Operations

MORI TRUST Asset Management Co., Ltd.

33

Notes（1）Figures are rounded down to the nearest unit unless otherwise specified in this information package. However, percentages (%) are rounded off.
P.4
(1) The proposal requires a majority of the unitholders to be present and 2/3 or more affirmative votes of voting rights. In case there is no opposing
proposal, the deemed affirmative vote system will be applied.
P.6(1) Number of properties is as of the date of this information package.
(2) Asset size of MTR is the total acquisition price of the properties in the portfolio as of the end of October 2022. (Planned) Acquisition price is each
propertyʼs sale and purchase price stated in the sale and purchase contract. Sale and purchase price does not include consumption tax, local
consumption tax and acquisition expenses. The same applies hereinafter.
(3) Asset size of MTH is the total acquisition price of the properties in the portfolio as of the end of October 2022.
(4) Ranking of asset size is based on the comparison of the asset size of MTR/MTH with the asset size of the other investment corporations including
properties for which the other investment corporations announced acquisition and sale as of the end of October 2022 ((planned) acquisition price basis).
The same applies hereinafter.
(5) Ranking of market capitalization is based on the market capitalization as of the end of October 2022. The same applies hereinafter.
(6) Upper four grades mean those in six hotel grades classified from the viewpoints of price range and brand into "luxury," "upper upscale," "upscale,""upper midscale," "midscale" and "economy". Please see page 9 and page 17 for the details of the above classification.
P.7(1) The same-boat investment ratio after the Merger is the forecast value as of March 1, 2023 calculated by taking account of the merger ratio and otherfactors set forth in the Merger Agreement. The same applies hereinafter.
(2) Asset size after the Merger is calculated by totaling the asset size of MTR and MTH. The asset size of MTR is assumed to be the total(planned) acquisition
price of the properties in the portfolio as of the end of October 2022, reflecting the (planned) acquisitions and sales of the properties from November 1,
2022 to the Effective Date of the Merger. The asset size of MTH is assumed to be the appraisal values of the properties as of the end of August 2022.
The asset sizes of the other investment corporations are those including properties for which the other investment corporations announced acquisitionand sale as of the end of October 2022 ((planned) acquisition price basis). Therefore, it is not guaranteed that New MTR will have asset size ranked
No.14 in J-REIT as of the Effective Date of the Merger. In regard to the asset size after the Merger, because it is planned that MTH's assets will be
succeeded with the purchase method by MTR as the surviving corporation, the asset size will not be a simple sum of the total (scheduled) acquisition
price of MTR and the appraisal values of MTH as of the end of August 2022.
P.8(1) MTR is planning to submit the following proposals for the amendments of the Certificate of Incorporation subject to the condition that the merger
agreement is approved at the general meeting of unitholders of MTR and MTH: Change the conventional six-month fiscal periods of October 1 to the endof March and April 1 to the end of September to the six-month fiscal periods of September 1 to the end of February and March 1 to the end of August:and accordingly, change the current 42nd fiscal period of October 1, 2022 to the end of March 2023 to the period of October 1, 2022 to the end of
February 2023 to the general meeting of unitholders scheduled on February 1, 2023.
(2) As a substitute payment in lieu of cash distributions (distribution of profit) for the operating period from September 1, 2022 to February 28, 2023, MTH
will pay the money delivered due to the Merger commensurate with cash distributions for said period.

34

Notes（2）P.10(1) The asset size of MTR is the total acquisition price of the properties in the portfolio as of the end of October 2022.
(2) The asset size of MTH is the total appraisal values of the properties in the portfolio as of the end of August 2022.
(3) The asset size of New MTR is calculated by totaling the asset size of MTR and MTH. The asset size of MTR is assumed to be the total (planned)
acquisition price of the properties in the portfolio as of the end of October 2022, reflecting the (planned) acquisitions and sales of the properties from
November 1, 2022 to the Effective Date of the Merger. The asset size of MTH is assumed to be the appraisal values of the properties as of the end of
August 2022. In regard to the asset size after the Merger, because it is planned that MTH's assets will be succeeded with the purchase method by MTR
as the surviving corporation, the asset size will not be a simple sum of the total (scheduled) acquisition price of MTR and the appraisal values of MTH asof the end of August 2022.
(4) Average building ages of MTR and MTH were calculated by weighting the average of the building ages as of the end of October 2022 based on theacquisition prices. Average building age of New MTR after the Merger is calculated by weighting the average of the building ages based on the (planned)
acquisition price (a sum of the total (planned) acquisition price of MTR, reflecting the acquisitions and sales of the properties from November 1, 2022 to
the Effective Date of the Merger, and the appraisal values of the properties of MTH as of the end of August 2022). The same applies hereinafter.
(5) LTV of MTR is calculated by dividing the total interest-bearing debts as of the end of September 2022 by the total assets as of the end of September
2022. LTV of MTR is calculated by dividing the total interest-bearing debts as of the end of August 2022 by total assets as of the end of August 2022.
LTV of New MTR is calculated by dividing the above-mentioned total interest-bearing debts of MTR and MTH plus interest-bearing debts resulting fromthe new property acquisition (15.5 billion yen) by the total assets of MTR as of the end of September 2022 adjusted for the partial acquisition of Sendai
MT Building and the partial transfer of Shinbashi Ekimae MTR Building scheduled for February 28, 2023 plus MTH's assets assuming acquisition of theproperties held at their appraisal values as of the end of August 2022 plus the new property acquisition. Therefore, it is not guaranteed that LTV statedin this information package will be realized as of the Effective Date of the Merger.
(6) Interest-bearing debts of MTR are interest-bearing debts as of the end of October 2022. Interest-bearing debts of MTH are interest-bearing debts as ofthe end of October 2022. Total interest-bearing debts of New MTR are the above-mentioned total interest-bearing debts of MTR and MTH plus interestbearing debts resulting from new property acquisitions (15.5 billion yen). Therefore, it is not guaranteed that interest-bearing debts stated in thisinformation package will be realized as of the Effective Date of the Merger.
(7) NAV per unit of MTR is calculated by dividing the amount, which is gained by adding unrealized gains and losses to and deducting the total expecteddistribution payment for the fiscal period ended September 2022 from net assets as of the end of September 2022, by the total number of investment
units issued and outstanding as of the date of this information package. NAV per unit of MTH is calculated by dividing the amount, which is gained byadding unrealized gains and losses to and deducting the total expected distribution payment for the fiscal period ended August 2022 from net assets asof the end of August 2022, by the total number of investment units issued and outstanding as of the date of this information package. NAV per unit of
New MTR is calculated by dividing the amount, which is gained by adding unrealized gains and losses to and deducting the total expected distribution
payments (including merger grant) of both MTR and MTH for the fiscal period ending February 2023 from net assets calculated based on the merger
ratio, by the total number of investment units issued and outstanding after the Merger. The total number of investment units of MTR outstanding after
the Merger is 3,560,000 units, calculated by adding 1,320,000 units to be increased due to the two-for-one split of investment units and the additional
920,000 new investment units issued by MTR through the Merger to 1,320,000 units, which is the number of investment units issued and outstanding asof today. Please see the release of MTR, “Notice of Investment Unit Split,” dated November 22, 2022 for details of the investment unit spilt.
(8) Net assets per unit of MTR are calculated by dividing the net assets as of the end of September 2022 by the total number of investment units issued andoutstanding as of the date of this information package. Net assets per unit of MTH are calculated by dividing the net assets as of the end of August 2022
by the total number of investment units issued and outstanding as of the date of this information package. Net assets per unit of New MTR are calculatedby dividing net assets calculated based on the merger ratio by the total number of investment units issued and outstanding after the Merger (3,560,000
units).

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Notes（3）P.11(1) Please see the release of MTR and MTH, “Notice of Forecasts of the Operating Results and Distributions for Fiscal Period ending August 31, 2023
Following the Merger of MORI TRUST Sogo Reit, Inc. and MORI TRUST Hotel Reit, Inc.” dated November 22, 2022 for details of the forecasts of theoperating results and distributions of New MTR.
(2) The distribution forecast for the fiscal period ending August 2023 of New MTR is the estimated amount of distribution per unit factoring in necessary
temporary factors related to the partial transfer of Shinbashi Ekimae MTR Building and merger related expenses. Therefore, the estimated amount is asof the date of this information package and will not guarantee the payment of distribution and the amount of distribution by any means.
(3) “Courtyard Tokyo” is an abbreviation for “Courtyard by Marriott Tokyo Station.”
P.13(1) LTV at the end of each period is calculated by dividing the total interest-bearing debts as of the end of each period by the total assets as of the end ofeach period. LTV of MTR after new property acquisitions is calculated by dividing total expected interest-bearing debts (interest-bearing debts as of theend of October 2022 plus interest-bearing debts resulting from new acquisitions (15.5 billion yen)) by total expected assets (MTR's total assets as of theend of September 2022 adjusted for acquisitions and transfers (includes planned acquisitions and transfers) between October 1, 2022 and the effective
date of the Merger.) LTV of New MTR after new property acquisitions is calculated by dividing total expected interest-bearing debts as of March 1, 2023
(MTR's interest-bearing debts as of the end of October 2022 plus interest-bearing debts resulting from new acquisitions (15.5 billion yen) plus MTH's
interest-bearing debts as of the end of October 2022) by total expected assets as of March 1, 2023 (sum total of MTR's total assets as of the end of
September 2022 adjusted for acquisitions and transfers (includes planned acquisitions and transfers) between October 1, 2022 and the Effective Date of
the Merger and MTH's total assets as of the end of August 2022 (or total appraisal value of assets held as of the end of August 2022). (LTV after the
Merger is calculated without taking acquisition of new property and interest-bearing debts resulting from such acquisition into consideration.)Therefore,
it is not guaranteed that LTV stated in this information package will be realized as of the Effective Date of the Merger.
(2) A master lease agreement, under which rent income is linked to the rents for joint management units, is used for Kamiyacho Trust Tower, and theoccupancy rate of the property is the occupancy rate of the entire joint management units as of November 22, 2022.
P.14(1) Please see the release of MTR, “Notice of Acquisition and Lease of Asset (Kamiyacho Trust Tower)” dated November 22, 2022 for details of the asset tobe acquired. Number of floors is based on the designation for this property and is not the same as the number of floors recorded in the real estateregistry.
P.18(1) International brand hotels refer to Shangri-La Tokyo, Hilton Odawara Resort & Spa, Courtyard by Marriott Tokyo Station and Courtyard by Marriott ShinOsaka Station. Conrad Tokyo housed in the Tokyo Shiodome Building is not included in international brand hotels as the category of multi-use properties
is determined based on their main use.
P.19
(1) Size per property is calculated by dividing the acquisition price by the number of properties.

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Notes（4）P.20(1) Asset size of each year refers to that as of the end of the fiscal period ended in March for MTR and that as of the end of the fiscal period ended in
February for MTH.
(2) Before the Merger refers to the time as of the end of the fiscal period ended in September 2022 for MTR and the time as of the end of the fiscal period
ended in August 2022 for MTH.
P.21
(1) The picture of Tokyo World Gate Akasaka is a conceptual drawing at the time completion, and may be different from the actual result.
P.22(1) "Shangri-La Tokyo" is abbreviated as "Shangri-La," "Hilton Odawara Resort & Spa" as "Hilton Odawara, " "Courtyard by Marriott Tokyo Station" as"Courtyard Tokyo" and "Courtyard by Marriott Shin-Osaka Station" as "Courtyard Shin-Osaka" for property names.
(2) MTH hotel earnings refer to the rent received by MTH (linked to sales) which is based on the rent calculation base month in the case of Shangri-La, thetotal sales for the hotel as a whole in the case of Hilton Odawara, and RevPAR which is based on the rent calculation base month in the case of Courtyard
Tokyo and Courtyard Shin-Osaka. The change rate (%) for each month described is the change in each hotelʼs operational results versus the samemonth in 2019. RevPAR (Revenue Per Available Room) is the accommodation revenue per room for the total number of guestrooms available, including
service charges.
(3) "4 properties with variable rents" are Shangri-La, Hilton Odawara, the Courtyard Tokyo and Courtyard Shin-Osaka, all of which have variable rents.
P.25(1) The graph shows comparison with the ratios of same-boat investment announced by the other investment corporations as of October 31, 2022.
P.26(1) MTR is planning to submit a proposal for the amendments of the Certificate of Incorporation to introduce a new asset investment management fee
system, subject to the condition that the Merger become effective, at the general meeting of unitholders of MTR scheduled on February 1, 2023.

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Notes（5）P.31(1) Total interest-bearing debts of MTR are interest-bearing debts as of the end of October 2022. Total interest-bearing debts of MTH are interestbearing debts as of the end of October 2022. Total interest-bearing debts of New MTR are the sum of total interest-bearing debts of MTR and MTH
as of the end of October 2022. Repayment of borrowings or redemption of investment corporation bonds implemented by MTR and MTH after theend of October 2022 are not taken into consideration. Therefore, it is not guaranteed that total interest-bearing debts stated in this information
package will be realized as of the Effective Date of the Merger.
(2) LTV of MTR is calculated by dividing the total interest-bearing debts as of the end of September 2022 by the total assets as of the end of
September 2022. LTV of MTH is calculated by dividing the total interest-bearing debts as of the end of August 2022 by total assets as of the end of
August 2022. LTV of New MTR is calculated by dividing a sum of the total interest-bearing debts of MTR and MTH above by the total assets of New
MTR. Total assets of New MTR are a sum of the total asset of MTR as of the end of September 2022 and the total asset of MTH (the total appraisal
value as of the end of August 2022 for the assets owned by MTH).
(3) Fixed interest rate ratios of MTR and MTH are calculated by the following formula respectively as of the end of October 2022, and fixed interest
rate ratio of New MTR is calculated by totaling these ratios. Repayment of borrowings or redemption of investment corporation bonds implemented
after the end of October 2022 are not included. Therefore, it is not guaranteed that fixed interest rate ratios stated in this information package will
be realized as of the Effective Date of the Merger.
[Balance of fixed rate borrowings (including borrowings of which interest payments are effectively fixed through interest rate swap transactions,etc.) + Balance of investment corporation bonds] / (Balance of borrowings + Balance of investment corporation bonds)(4) Average interest rate of MTR and MTH are calculated respectively by weighting the average interest rate as of the end of October 2022 dependingon the balance of the interest-bearing debts. Average interest rate of New MTR is the weighted average of the average interest rates of MTR andMTH respectively, based on the balance of the interest-bearing debts of MTR and MTH respectively as of the end of October 2022. Repayment ofborrowings or redemption of investment corporation bonds implemented after the end of October 2022 are not included. Therefore, it is notguaranteed that average interest rate stated in this information package will be realized as of the Effective Date of the Merger.
(5) Average remaining years of interest-bearing debts of MTR and MTH are calculated respectively by weighting the remaining years of each interestbearing debt as of the end of October 2022 depending on the balance of each interest-bearing debt. Average remaining years of New MTR are theweighted average of the average remaining years of interest-bearing debts of MTR and MTH respectively, based on the balance of interest-bearing
debts of MTR and MTH respectively as of the end of October 2022. Repayment of borrowings or redemption of investment corporation bonds
implemented after the end of October 2022 are not included. Therefore, it is not guaranteed that average remaining years of interest-bearing
debts stated in this information package will be realized as of the Effective Date of the Merger.
(6) JCR rating is as of the date of this information package.

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Notes（6）P.32(1) Acquisition price are stated for the (scheduled) acquisition price of the assets owned by MTR and the assets to be acquired by MTR, and theappraisal value of the assets owned by MTH as of the end of August 2022.
(2) Appraisal value are stated for those of the assets owned by MTR as of the end of September 2022 and the assets owned by MTH as of the end of
August 2022. The appraisal values for the additionally acquired interest in Kamiyacho Trust Tower on March 1, 2023 and for Sendai MT Building tobe acquired at the end of February 2023 are the appraisal values at the end of October 2022 and at the end of June 2022 respectively. The
appraisal value for Shinbashi Ekimae Building is the figure equivalent to two-thirds of the appraisal value at the end of September 2022 due to theplanned transfer of one-third of the co-ownership interest in the property on February 28, 2023.
(3) For the details of each property, please see the release of MTR, “MTR Announces Financial Results for the fiscal period ended September 30, 2022”
dated November 22, 2022 for the assets owned by MTR, “Notice of Sale of Asset (Shinbashi Ekimae MTR Building) and Acquisition and Lease of
Asset (Sendai MT Building)” dated July 28, 2022 for Sendai MT Building to be acquired on the end of February 2022, “Notice of Acquisition andLease of Asset (Kamiyacho Trust Tower)” dated November 22, 2022 for Kamiyacho Trust Tower to be newly acquired by MTR, and “Summary of
Financial Results (REIT) for Fiscal Period Ended August 31, 2022” dated October 20, 2022 for the assets owned by MTH.
(4) The acquisition price and leasable area of Kamiyacho Trust Tower reflect the additional acquisition on March 1, 2023.
(5) The acquisition price for Hilton Odawara Resort & Spa is the figure equivalent to 50% quasi-co-ownership interest in the trust beneficiary interest
owned by MTH.
(6) The completion of construction for, of each building of Hilton Odawara Resort & Spa, the main buildings for business use (the main facility, badefacility and sports facility) is stated. The completion of construction for the chapel, the other main building for business use, is October 2004.
(7) For the leasable area of Hilton Odawara Resort & Spa, the area obtained by multiplying the leasable area of the subject to the trust beneficiaryinterest, 50,605.67 ㎡, by 50%, the quasi-co-ownership interest in the said trust beneficiary interest owned by MTH, is stated. The value isrounded to the nearest second decimal place.
(8) The acquisition price for Courtyard by Marriott Tokyo Station is the figure equivalent to 93.5% quasi-co-ownership interest in trust beneficiaryinterest owned by MTH.
(9) For the leasable area of Courtyard by Marriott Tokyo Station, the area obtained by multiplying the leasable area of the subject to the trust
beneficiary interest, 5,620.38 ㎡, by 93.5%, the quasi-co-ownership interest in the said trust beneficiary interest owned by MTH, is stated. The
value is rounded to the nearest second decimal place.
(10) For the leasable area of Courtyard by Marriott Shin-Osaka Station, the area obtained by multiplying the leased area of the entire building,
18,758.75 ㎡, by 74%, the interest of MTH, is stated according to “74% of 18,758.75 ㎡,” the leased area specified in the lease agreement. The
value is rounded to the nearest two decimal places.
(11) The real estate in trust associated with Frespo Inage is only land, and the building is not included.
(12) The acquisition price and leasable area of Shinbashi Ekimae MTR Building are figures equivalent to two-thirds of the current values due to theplanned sale of one-third of the co-ownership interest on February 28, 2023.

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