August 17, 2020
For Translation Purposes Only
Real Estate Investment Fund Issuer:
Mori Hills REIT Investment Corporation(Securities Code: 3234)
1-12-32 Akasaka, Minato-ku, Tokyo
Hideyuki Isobe, Executive Director
Asset Manager:
Mori Building Investment Management Co., Ltd.
Hideyuki Isobe, President & CEO
Inquiries: Akira Nemoto
General Manager of Financial Department
TEL: +81-3-6234-3234
MHR Announces Issuance of New Investment Units andSecondary Offering of Investment Units
Mori Hills REIT Investment Corporation (hereafter “MHR”) announces that it resolved at its boardof directors’ meeting held today to issue new investment units and conduct a secondary offering ofinvestment units as follows.
1. Issuance of New Investment Units Through Public Offering (Primary Offering)(1) Number of investment
39,400 units
units to be issued:(2) Amount to be paid in
To be determined.
(issued value):
The amount shall be determined by resolution at a meeting of
MHR’s board of directors to be held on a date between August25, 2020, and August 27, 2020 (hereafter “Pricing Date”). The
amount to be paid in (issued value) is the amount perinvestment unit of MHR’s investment units that MHR is toreceive as the amount paid from the Underwriters describedin (6) below for new investment units.
(3) Total amount to be paid in To be determined.
(issued value):(4) Issue price (offering price): To be determined.
The issue price (offering price) shall be determined inconsideration of demand and other factors and based on aprovisional price calculated by multiplying a factor between
0.90 to 1.00 (amounts of less than ¥1 to be rounded down) by
the closing price of MHR’s investment units for regulartransactions on the Tokyo Stock Exchange, Inc. (hereafter“TSE”) as of the Pricing Date (or, if no closing price is available
on the Pricing Date, as of the date immediately preceding thePricing Date).
(5) Total amount to be paid in To be determined.
(offering price):
Note:
This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

1(6) Offering method:(7) Underwriting agreement:(8) Subscription unit:

The investment units shall be offered through primaryoffering, and all the investment units shall be underwritten
and purchased in full by Mizuho Securities Co., Ltd., SMBC
Nikko Securities Inc., and Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd. (hereafter “Joint Lead Managers”), as well
as Daiwa Securities Co. Ltd. and Nomura Securities Co., Ltd.
(collectively referred to together with the Joint Lead Managers
as the “Underwriters”).
The Underwriters shall pay MHR the total amount to be paidin (issued value) on the payment date described in (10) below,
and the difference between the total amount to be paid in(offering price) and the total amount to be paid in (issued
value) shall be the proceeds for the Underwriters. MHR will
not pay any underwriting fee to the Underwriters.
One unit or more in increments of one unit.

(9) Subscription period:

From the business day immediately following the Pricing Dateto the second business day following the Pricing Date.

(10) Payment date:

Any date between August 31, 2020, and September 2, 2020.
However, if the Pricing Date is August 25, 2020, the payment
date will be August 31, 2020. If the Pricing Date is August 26,
2020, the payment date will be September 1, 2020. And if thePricing Date is August 27, 2020, the payment date will be
September 2, 2020.

(11) Delivery date:

The business day following the payment date.

(12) Amount to be paid in (issued value), issue price (offering price) and other items necessary
for the issuance of new investment units shall be determined at a future board of directors’
meeting. However, any modifications or other adjustments before a formal decision is madeshall be determined at the discretion of the executive officer.
(13) Of the above items, those concerning the Primary Offering shall be subject to theeffectiveness of the securities registration statement under the Financial Instruments andExchange Act.

Note:
This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

22. Secondary Offering of Investment Units (Overallotment)(1) Number of investment
1,970 units
units to be offered:
The above number of investment units to be offered indicates(2) Seller:(3) Offering price:(4) Total amount of offering
price:(5) Offering method:(6) Subscription unit:(7) Subscription period:(8) Delivery date:the maximum number of investment units to be offeredthrough the Secondary Offering (Overallotment). Due todemand and other factors, there may be situations where thisnumber of investment units is reduced or the Secondary
Offering (Overallotment) itself is canceled. The number ofinvestment units to be offered shall be determined at the boardof directors’ meeting to be held on the Pricing Date inconsideration of supply and demand under the Primary
Offering and other factors.
Mizuho Securities Co., Ltd.
To be determined.
(The offering price will be determined on the Pricing Date andshall be the same as the issue price (offering price) of thePrimary Offering.)
To be determined.
In consideration of demand and other factors of the Primary
Offering, Mizuho Securities Co., Ltd. shall offer the investment
units by borrowing a maximum of 1,970 units from Mori
Building Co., Ltd., (hereafter “Designed Purchaser”) aunitholder of MHR, separately from the Primary Offering.
One unit or more in increments of one unit.
The subscription period shall be the same as the subscription
period for the Primary Offering.
The delivery date shall be the same as the delivery date for thePrimary Offering.

(9) In the case the Primary Offering is canceled, the Secondary Offering (Overallotment) will
also be canceled.
(10) The offering price and other items necessary for the Secondary Offering (Overallotment) shallbe determined at a future board of directors’ meeting. However, any modifications or otheradjustments before a formal decision is made shall be determined at the discretion of theexecutive officer.
(11) Each of the above items shall be subject to the effectiveness of the securities registration
statement under the Financial Instruments and Exchange Act.
3. Issuance of New Investment Units Through Third-Party Allotment(1) Number of investment units 1,970 units
to be issued:(2) Amount to be paid in
To be determined.
(issued value):(The price shall be determined by resolution at a meeting of MHR’s
board of directors to be held on the Pricing Date and shall be thesame as the amount to be paid in (issued value) for the Primary
Offering.)(3) Total amount to be paid in
To be determined.
(total issued value):
Note:
This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

3(4) Allottee and number ofinvestment units to be
allotted:(5) Subscription unit:

Mizuho Securities Co., Ltd.: 1,970 units(6) Subscription period(subscription date):(7) Payment date:

September 24, 2020

One unit or more in increments of one unit

September 25, 2020(8)

If there is no subscription for investment units to be issued during the subscription period(subscription date) mentioned in (6), the issuance of such investment units shall be canceled.
(9) The amount to be paid in (issued value) and other items necessary for the issuance of new
investment units through third-party allotment shall be determined at a future board of directors’
meeting. However, any modifications or other adjustments before a formal decision is made shallbe determined at the discretion of the executive officer.
(10) The issuance of new investment units through third-party allotment shall not be conducted if thePrimary Offering is suspended.
(11) Each of the above items shall be subject to the effectiveness of the securities registration
statement under the Financial Instruments and Exchange Act.
<Reference>
1. Details of the Secondary Offering (Overallotment)(1) In consideration of demand and other factors of the Primary Offering, Mizuho Securities Co.,
Ltd. may offer investment units by borrowing a maximum of 1,970 units (hereafter “Borrowed
Investment Units”) from the Designated Purchaser (Secondary Offering (Overallotment)). The
number of investment units to be issued through the Secondary Offering (Overallotment) is
the maximum number of investment units to be issued, and there may be situations where
this number of investment units is reduced or the Secondary Offering (Overallotment) itself iscanceled in consideration of demand and other factors.
(2) In order to allow Mizuho Securities Co., Ltd. to obtain investment units necessary for returning
the Borrowed Investment Units, MHR resolved on a resolution at its board of directors’ meeting
held today to carry out an issuance of investment units (1,970 units) through third-party
allotment of which Mizuho Securities Co., Ltd. is the allottee (hereafter “Third-Party
Allotment”) with the payment date for the issuance set to be September 25, 2020.
(3) In order to apply for the return of the Borrowed Investment Units, there may be situations inwhich Mizuho Securities Co., Ltd. may purchase investment units up to the number ofinvestment units offered in the Secondary Offering (Overallotment) on the TSE (hereafter the“Syndicate Cover Transaction”) during the period from the day following the end of thesubscription period for the Primary Offering and the Secondary Offering (Overallotment)
until September 18, 2020 (hereafter the “Syndicate Cover Transaction Period”). All of theinvestment units purchased by Mizuho Securities Co., Ltd. through the Syndicate CoverTransaction shall be used to return the Borrowed Investment Units. Furthermore, there may
be situations in which Mizuho Securities Co., Ltd may, at its own discretion, choose not to
conduct any Syndicate Cover Transaction at all, or may complete a Syndicate CoverTransaction with a number of investment units that is smaller than the number of investment
units issued through the Secondary Offering (Overallotment).

Note:
This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

4(4) Moreover, Mizuho Securities Co., Ltd. may engage in stabilizing transactions related to thePrimary Offering and the Secondary Offering (Overallotment). The investment units
purchased through such stabilizing transactions may possibly be used, in whole or in part, toreturn the Borrowed Investment Units.
(5) Regarding the number of investment units resulting from subtracting the number ofinvestment units purchased through the Syndicate Cover Transaction and Stabilizing
Transactions and used to return the Borrowed Investment Units from the number ofinvestment units for the Secondary Offering (Overallotment), Mizuho Securities Co., Ltd.
intends to accept the allotment of the Third-Party Allotment and acquire the investment units.
Consequently, there may be situations where there will be no subscription for any or for partof the investment units issued in the Third-Party Allotment, and accordingly, the final numberof investment units placed in the Third-Party Allotment may decrease to such extent due toforfeiture, or such allotment itself may not take place at all.
(6) The number of investment units offered in the Secondary Offering―whether it is conducted
or in the event it is conducted―will be determined on the Pricing Date. If the Secondary
Offering (Overallotment) does not take place, Mizuho Securities Co., Ltd. will not borrow
investment units from the Designated Purchaser. Consequently, Mizuho Securities Co., Ltd.
will in that case not accept the Third-Party Allotment and will not subscribe the investment
units offered in the Third-Party Allotment, leading to forfeiture, and the issuance of new
investment units through third-party allotment will not be conducted. Moreover, the Syndicate
Cover Transactions at TSE will not be conducted.
(7) Regarding the above transactions (1) to (6), Mizuho Securities Co., Ltd. will conduct thesetransactions upon consultation with SMBC Nikko Securities Inc. and Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd.
2. Change in Total Number of Investment Units Issued and Outstanding Following the Issuance of
New Investment Units
Current total number of investment units issued and outstanding:
1,874,960 units
Increase in investment units through the Offerings:
Total number of investment units issued and outstanding following
the Offerings:
Increase in investment units through the Third-Party Allotment:
Total number of investment units issued and outstanding following
the Third-Party Allotment:

39,400 units
1,914,360 units
1,970 units (Note)
1,916,330 units (Note)(Note) For number of investment units, it is assumed that an application is made by Mizuho Securities Co., Ltd.
and that issuance takes place for all of the investment units to be issued in the Third-Party Allotment.

3. Purpose and Reason for Issuance
MHR has resolved to issue new investment units in order to realize external growth through theacquisition of new specified assets (described in Article 2, Paragraph 1 of the Act on Investment
Trusts and Investment Corporations), after examining market trends, financial soundness,
distribution levels and other factors.

Note:This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

54. Amount to Be Procured, Use of Funds and Scheduled Expenditure Date
(1) Amount to Be Procured Through Funding (approximate net proceeds)
5,447,000,000 yen (maximum)(Note) The figure indicates the aggregate of the estimated proceeds from the Offerings of 5,188,000,000 yen
and the maximum estimated proceeds from the Third-Party Allotment of 259,000,000 yen. The
abovementioned amount is an estimate calculated based on the closing price of the investment unit
for regular transactions on the TSE as of Wednesday, July 29, 2020.

(2) Details on Use of Funds to Be Procured and Scheduled Expenditure Date
The proceeds from the Primary Offering will be used for part of the acquisition price and theacquisition expenses of the asset to be acquired mentioned in the press release “MHR
Announces Acquisition of Trust Beneficiary Interest in Domestic Real Estate (Toranomon
Hills Mori Tower: Additional Acquisition)” separately announced today.
The remaining funds, if any, will be kept as cash on hand along with the maximum proceedsfrom the Third-Party Allotment and used for part of future acquisition of specified assets or
as part of repayment of interest-bearing debt.
(Note) The funds to be procured are scheduled to be deposited at financial institutions until expenditure.

5. Designated Destination of Distribution
Of the MHR investment units of the Primary Offering, the Underwriters are scheduled to sell
6,200 units to the Designated Purchaser as a purchaser designated by MHR, corporate unitholder
of MHR, and shareholder of MHR’s Asset Manager.
6. Outlook
Please refer to the press release “MHR Revises Forecast for the Fiscal Period Ending January
2021 and Announces Forecast for the Fiscal Period Ending July 2021” separately announced
today.
7. Management Status for the Past Three Fiscal Periods and Status of Equity Finance(1) Management Status for the Past Three Fiscal Periods
Fiscal period ended
Fiscal period ended
Fiscal period ended
January 2019
July 2019
January 2020
Net Income per Unit
2,823 yen
2,850 yen
2,883 yen
(Note 1)Dividend per Unit

2,822 yen

2,850 yen

2,883 yen

(Cash dividend per unit)

2,729 yen

2,693 yen

2,883 yen

93 yen157 yen-

96.6 %

94.4 %

99.9 %

104,310 yen

104,181 yen

104,247 yen(Dividend in excess ofearnings per unit)
Actual Dividend Payout
Ratio (Note 2)
Net Assets per Unit

(Note 1) Net Income per Unit is calculated by dividing net income by the daily weighted average number ofinvestment units.
(Note 2) Actual Dividend Payout Ratio is calculated with the following formula, and amounts of less than one
decimal place are rounded down to the nearest unit:
Actual Dividend Payout Ratio = (Total Dividend (excluding dividend in excess of earnings) ÷ Net Income)× 100
Actual Dividend Payout Ratio will be 99.9% for both the fiscal period ended January 2019 and the fiscal
period ended July 2019 when calculated under the following formula:
Actual Dividend Payout Ratio = (Total Dividend (including dividend in excess of earnings) ÷ Net Income)
× 100
Note:
This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

6(2) Status of the Most Recent Investment Unit Price(a) Status During the Past Three Fiscal Periods
Fiscal period ended
Fiscal period ended
January 2019
July 2019

Fiscal period ended
January 2020

Opening price

138,400 yen

145,000 yen

160,200 yen

Highest price

145,400 yen

164,000 yen

184,200 yen

Lowest price132,600 yen

140,700 yen

157,400 yen

Closing price

144,500 yen

160,300 yen

181,700 yen(b) Status During Each Past Six-Month Period

Opening
price
Highestprice
Lowestprice
Closing
price

August
2020

March
2020

April
2020

May
2020

June
2020

July
2020

167,400 yen

143,600 yen

138,300 yen

143,900 yen

136,200 yen

137,000 yen

179,100 yen

143,900 yen

147,200 yen

148,800 yen

144,200 yen

140,200 yen

83,600 yen

120,800 yen

130,100 yen

133,600 yen

132,700 yen

132,500 yen

143,500 yen

138,700 yen

145,500 yen

136,200 yen

137,100 yen

133,200 yen(Note)(Note) Figures are as of August 14, 2020.

(c) Investment Unit Price One Business Day Prior to the Issuance Resolution Day
August 14, 2020
Opening price

134,500 yen

Highest price

135,100 yen

Lowest price132,500 yen

Closing price

133,200 yen(3) Status of Equity Finance During the Past Three Fiscal Periods
None
8. Other(1) Concerning the Primary Offering, MHR plans to have the Designated Purchaser agree with
the Joint Lead Managers to not sell the investment units in principle (except for lending themfor the Secondary Offering (Overallotment) etc.) without prior written consent from the Joint
Lead Managers for a period beginning on the Pricing Date and ending on the date that is the180th day after the Offerings’ delivery date. The Joint Lead Managers will have the authority
to cancel the restriction, in whole or in part, or to shorten the period of restriction at theirdiscretion.
(2) Concerning the Offerings, MHR and the Joint Lead Managers have agreed that MHR will notissue investment units etc. (except for an issuance as part of the Primary Offering, theSecondary Offering (Overallotment), the Third-Party Allotment, split of investment units,
Note:
This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

7

etc.), for a period beginning on the Pricing Date and ending on the date that is the 90th day
after the Offerings’ delivery date without prior written consent from the Joint Lead Managers.
The Joint Lead Managers have the authority to cancel the restriction, in whole or in part, or
to shorten the period of restriction at their discretion.
MHR’s website address is https://www.mori-hills-reit.co.jp/en/

Note:This document is a press release regarding the issuance of new investment units and secondary offering ofinvestment units thereof, and has not been prepared as an inducement or invitation for investment. We caution
readers to refer to MHR’s Prospectus for the Issuance of New Investment Units and Secondary Offering ofInvestment Units and the Notices of Amendments thereto, and to undertake any investment decision at their own
judgment and responsibility.

8