Translation of Japanese Original(Securities Code: 3309)
January 5, 2024
(Commencement Date of Measures for Electronic Provision) December 28, 2023
To Our Unitholders
Atsuhiro Kida
Executive Director
Sekisui House Reit, Inc.
4-15-1 Akasaka, Minato-ku, Tokyo
Notice Concerning the Sixth General Meeting of Unitholders
You are cordially invited to attend the Sixth General Meeting of Unitholders of Sekisui House Reit, Inc. (the “General
Meeting of Unitholders”). The General Meeting of Unitholders will be held as described below.
If you are unable to attend the General Meeting of Unitholders, you can exercise your voting rights in writing. Please
review the “Reference Materials for the General Meeting of Unitholders” mentioned below, vote on the proposals in
the enclosed Voting Rights Exercise Form, and return the form by no later than Tuesday, January 23, 2024, at 6:00
pm. If you do not indicate your approval or disapproval of each proposal on the returned Voting Rights Exercise Form,we will treat it as an indication of your approval.
In addition, Sekisui House Reit, Inc. (the “Investment Corporation”) established the provision of “deemed approval”
in Article 17 Paragraphs 1 and 2 of the current Articles of Incorporation pursuant to Article 93 Paragraph 1 of the Act
on Investment Trusts and Investment Corporations (Act No. 198 of 1951, including subsequent amendments)(hereinafter referred to as the “Investment Trust Act”).
Accordingly, if you are unable to attend the General Meeting of Unitholders and are unable to vote using the Voting
Rights Exercise Form, please be aware that you will be deemed as having attended and approved each proposal.
(Excerpt from the Investment Corporation’s Current Articles of Incorporation)
Article 17 (Deemed Approval)
1. Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights shall be deemed
to approve the proposals for resolution submitted to the general meeting of unitholders (excluding any proposals
with purposes that conflict with each other in the case that multiple proposals are submitted).
2. The number of voting rights of unitholders deemed to approve the proposals for resolution pursuant to the preceding
paragraph shall be included in the number of voting rights of unitholders present.

1When convening the General Meeting of Unitholders, we take measures for electronic provisions to provide theinformation contained in the reference documents for the general meeting of unitholders, etc. (the matters subject tomeasures for electronic provision). The matters subject to measures for electronic provision are posted as “NoticeConcerning the Sixth General Meeting of Unitholders” on our website. Please access our website given below toreview such information.
The Investment Corporation’s website
https://sekisuihouse-reit.co.jp/en/ir/meeting.html
In addition to the website given above, the matters subject to measures for electronic provision are also posted on
the Tokyo Stock Exchange (TSE) website (available in Japanese only). You can access the information via the TSE
website by visiting the website given below (Listed Company Search), entering issuer name (Sekisui House Reit,
Inc.) or securities code (3309) to run a search, and then choosing “Basic information” and “Documents for Public
Inspection/PR Information”.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010030Action.do
In addition to the websites given above, the matters subject to measures for electronic provision are also posted on
the PRONEXUS Inc. website (available in Japanese only). You can access the information via the PRONEXUS Inc.
website.
PRONEXUS Inc. website
https://d.sokai.jp/3309/teiji/2

1. Date and Time
Wednesday, January 24, 2024, 10:00 a.m. (Reception start time: 9:30 a.m.)
2. Place
1-7-2 Otemachi, Chiyoda-ku, Tokyo
Tokyo Sankei Building 3F
Otemachi Sankei Plaza, Room 301～304(Please refer to the “Sixth General Meeting of Unitholders Venue Map” towards the end)
3. Proposal of the General Meeting of Unitholders
Resolution Agenda:
Proposal No. 1: Partial amendments of the Articles of Incorporation
Proposal No. 2: Appointment of one executive director
Proposal No. 3: Appointment of one substitute executive director
Proposal No. 4: Appointment of three supervisory directors
4. Voting Rights Exercise(1) Voting Rights Exercised by Attendance
Please present the enclosed Voting Rights Exercise Form at the reception desk.
(2) Voting Rights Exercised in Writing
For those voting in writing, please return the enclosed Voting Rights Exercise Form by no later than
Tuesday, January 23, 2024, at 6:00 pm.
(3) Voting Rights Exercised by Proxy
For those voting by proxy, a unitholder can vote by having another individual unitholder who holds voting
rights attend the General Meeting of Unitholders and act as a proxy. In that case, please submit a Power ofRepresentation Form and the Voting Rights Exercise Form at the reception desk.
(4) Method of Revising the Reference Materials of the General Meeting of Unitholders
When it is necessary to revise the matters subject to measures for electronic provision, we will post thefact that the changes have been made, as well as the matters before and after the revisions on theInvestment Corporation’s website, the TSE website (Listed Company Search), and the PRONEXUS Inc.
website.
End

Following the General Meeting of Unitholders, Sekisui House Asset Management, Ltd., theInvestment Corporation’s asset management company, will hold an “Asset Management Briefing” at
the same venue. Those attending the meeting are cordially invited to the briefing as well.

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Reference Materials for the General Meeting of Unitholders
Proposal and Reference Items
Proposal No. 1: Partial amendments of the Articles of Incorporation
1.

Reasons for the amendments(1) With the enforcement of the amended provisions stipulated in Supplementary Provision No. 3 of the "Acton Arrangement of Relevant Acts Incidental to the Enforcement of the Act for Partial Amendment of theCompanies Act" (Act No. 71 of 2019) as of September 1, 2022, it is considered that the terms of the Articles
of Incorporation have been changed to require electronic provision of information regarding referencematerials for the general meeting of unitholders. Therefore, in addition to clarifying this point, amendment
is made so that all or part of the matters stipulated in the Regulation for Enforcement of the Act on
Investment Trusts and Investment Corporations (Order of the Prime Minister’s Office No. 129 of 2000;
including subsequent amendments) may be omitted in the document to be delivered to the investor who hasrequested the delivery of the document (related to Paragraph 3 and Paragraph 4 of Article 9 of the proposed
amendment).
(2) From the viewpoint of strengthening corporate governance, this stipulates that supervisory officers may
serve as the chairperson of the board of directors in accordance with the rules of the board of directors
meeting (related to Paragraph 1 of Article 23 of the current Articles of Incorporation).
(3) This clarifies that it is possible to make an investment in a shinkin bank (credit union) by adding
investment as stipulated in the Shinkin Bank Act to the type of assets subject to asset management (related
to Paragraph 3 of Article 32 of the current Articles of Incorporation).
(4) In addition to the above, this is to revise the wording and improve the text in accordance with theestablishment of new clauses, etc.

42.

Overview of Amendments
The Amendments are as follows:(Proposed amendments are underlined.)
Proposed Amendments
Article 9 General Meeting of Unitholders(i) – (ii) (unchanged)(iii) When convening a general meeting of unitholders,the Investment Corporation shall take measures toelectronically provide information such as referencematerials for the general meeting of unitholders, etc.
(iv) The Investment Corporation may decide not toinclude all or part of the matters stipulated in theRegulation for Enforcement of the Act on
Investment Trusts and Investment Corporations
among the matters for which electronic provision
measures will be taken in the document to bedelivered to unitholders who have requested
delivery of printed documents by the record date forvoting rights.

Current Articles of Incorporation
Article 9 General Meeting of Unitholders(i) – (ii) (omitted)(added)(added)Article 23 Convener and Chair of Meeting of the Board Article 23 Convener and Chair of Meeting of the Boardof Directorsof Directors(i) Unless otherwise provided by the laws and (i) Unless otherwise provided by the laws andregulations, meetings of the board of directors shallregulations, meetings of the board of directors shallbe convened and chaired by the executive director
be convened and chaired by the executive director
if there is one executive director, or by one
if there is one executive director, or by one
executive director according to the order
executive director according to the orderpredetermined by the board of directors if there arepredetermined by the board of directors if there are
two or more executive directors.
two or more executive directors. Furthermore, in
accordance with the rules of the board of directors
predetermined by the board of directors, therelevant executive director or supervisory director
shall serve as the chairperson.
(ii) (omitted)(ii) (unchanged)
Article 32 Categories, Purpose and Scope of Target Article 32 Categories, Purpose and Scope of Target
Assets of Asset Management
Assets of Asset Management(i) – (ii) (omitted)(i) – (ii) (unchanged)(iii) In addition to the Specified Assets as set forth in (iii) In addition to the Specified Assets as set forth inParagraphs 1 and 2 above, the Investment Corporation Paragraphs 1 and 2 above, the Investment Corporation
may invest in the following assets:
may invest in the following assets:(a) – (m) (omitted)(a) – (m) (unchanged)(added)(n) Investments stipulated in the Shinkin Bank Act (ActNo. 238 of 1951, including subsequent amendments)(n) Other assets obtainable under the rules of financial (o) Other assets obtainable under the rules of financial
instruments exchanges or other similar organizations, instruments exchanges or other similar organizations,which are necessary or useful for management of the which are necessary or useful for management of theReal Estate-Related Assets held by the Investment Real Estate-Related Assets held by the Investment
Corporation.
Corporation.
(iv) (omitted)(iv) (unchanged)

5Proposal No. 2: Appointment of one executive director
As the term of office of Executive Director Atsuhiro Kida expires on January 31, 2024, we request that one
executive director be appointed as of February 1, 2024.
Under this proposal, in accordance with Article 22, Paragraph 1 of the Investment Corporation’s current Articles
of Incorporation, the term of the office of the executive director is the two-year period starting from February 1,
2024.
This proposal was submitted at the board of directors meeting held on December 15, 2023 with the unanimous
agreement of all supervisory directors of the Investment Corporation.
The candidate for executive director is as follows.
Name(date of birth)Atsuhiro Kida
(August 14, 1961)

Personal History
April 1985

Sekisui House, Ltd., Accounting Department

April 2001

Sekisui House, Ltd., Department for Administrative Control of
Subsidiary & Affiliated Companies

July 2005

Sekisui House, Ltd., Accounting Department

August 2005

Seconded to Japan Excellent Asset Management Co., Ltd., Finance andAccounting Department

August 2008

Sekisui House, Ltd., Accounting & Finance Department

September 2010

Sekisui House SI Asset Management, Ltd., Director

October 2013

SH Hotel Systems, Ltd., Audit & Supervisory Board Member

April 2014

Seconded to Sekisui House Investment Advisors, Ltd. (currently Sekisui
House Asset Management, Ltd.) as Director and General Manager ofManagement Division

May 2018

Sekisui House Asset Management, Ltd., Director (currently held
position)

February 2021

Sekisui House Reit, Inc., Executive Director (currently held position)

・The above candidate for executive director possesses no investment units.
・The above candidate for executive director is a Director of Sekisui House Asset Management, Ltd., with which
the Investment Corporation has concluded an asset management agreement.
・Excluding the abovementioned matters, there are no special interests between the above candidate for executive
director and the Investment Corporation.
・The above candidate for executive director is currently executing the overall business of the Investment
Corporation as its executive director.
・The Investment Corporation has concluded a directors’ liability insurance contract with an insurance company as
set forth in Article 116-3, Paragraph 1 of the Investment Trust Act, and the Investment Corporation shallcompensate for damages, litigation expenses, and other damages incurred by the insured as a result of the claim
for damages filed against the insured in connection with its duties as a director of the Investment Corporation to acertain extent under the insurance contract.
The candidate for the above-mentioned executive director is currently included in the insured under the relevant
insurance contract as the executive director. In the event the appointment as the executive director is approved
based on this proposal and the candidate assumes the post of the executive director, such candidate will continue
to be included in the insured under the relevant insurance contract. We also plan to re-enter into a contract withthe same content upon the expiration of the term of the said insurance contract.

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Proposal No. 3: Appointment of one substitute executive director
To be prepared for the case in which the position of executive director becomes vacant or there is an insufficientnumber of executive directors as specified under applicable laws and regulations, we request that one substituteexecutive director be appointed as of February 1, 2024.
Under this proposal, this resolution for the appointment of a substitute executive director will be valid until theterm of the office of the executive director under Proposal No. 2 expires in accordance with Article 22, Paragraph
2 of the current Articles of Incorporation.
Further, prior to assumption of office as executive director, the appointment of a substitute executive director canbe revoked with a resolution of the board of directors meeting.
This proposal was submitted at the board of directors meeting held on December 15, 2023 with the unanimous
agreement of all supervisory directors of the Investment Corporation.
The candidate for substitute executive director is as follows:Name(date of birth)

Toru Abe(April 13, 1964)

Personal History
April 1990

Sekisui House Ltd., Urban Development Department

April 1999

Sekisui House Ltd., Tokyo Condominium Department

May 2005

Sekisui House Ltd., Development Department

August 2005

Seconded to Japan Excellent Asset Management Co., Ltd., General
Manager, Real Estate Investment Division, Investment Planning
Department

November 2007

Sekisui House Ltd., Development Planning Department

February 2009

Sekisui House Ltd., International Business Department

April 2009

Seconded to Sekisui House Australia Pty Ltd., CEO & Managing
Director

October 2019

Sekisui House Ltd., Chief Manager, Tokyo Condominium Department

February 2021

Seconded to Sekisui House Asset Management, Ltd., President &Representative Director (currently held position)

・The above candidate for substitute executive director possesses no investment units.
・The above candidate for substitute executive director is a President & Representative Director of Sekisui House
Asset Management, Ltd., with which the Investment Corporation has concluded an asset management agreement.
・Excluding the above mentioned matters, there are no special interests between the above candidate for substituteexecutive director and the Investment Corporation.
・The Investment Corporation has concluded a directors’ liability insurance contract with an insurance company as
set forth in Article 116-3, Paragraph 1 of the Investment Trust Act, and the Investment Corporation shallcompensate for damages, litigation expenses, and other damages incurred by the insured as a result of the claim
for damages filed by the insured in connection with its duties as a director of the Investment Corporation to acertain extent under the insurance contract.
In the event the candidate assumes the post of an executive director, such candidate will be newly included in theinsured under the relevant insurance contract. We also plan to re-enter into a contract with the same content upon
the expiration of the term of the said insurance contract.

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Proposal No. 4: Appointment of three supervisory directors
As the terms of office of Supervisory Directors Yu Yada and Rei Yamashita expire on January 31, 2024, werequest that the number of supervisory officers be increased by one and that three supervisory directors be
appointed as of February 1, 2024, in order to further enhance and strengthen the supervisory system.
Under this proposal, in accordance with Article 22, Paragraph 1 of the Investment Corporation’s current Articles
of Incorporation, the term of the office of a supervisory director will be the two-year period from February 1,
2022.
The candidates for supervisory directors are as follows:
Candi
Name
date
Personal History(date of birth)No.
December 2007 Mori Hamada & Matsumoto

1

2

3

Yu Yada(May 15, 1980)

Rei Yamashita(December 23,
1979)

Ayako Sugiura(June 19, 1966)

July 2012

Seconded to Securities and Exchange Surveillance Commission

March 2014

Seconded to Financial Services Agency, Supervision Bureau,
Securities Business Division (appointed concurrently)

April 2014

Seconded to Financial Services Agency, Planning and Coordination
Bureau, Planning Division, Credit System Counselor’s Office(appointed concurrently)

July 2014

Returned to Mori Hamada & Matsumoto

February 2018

Established HIFUMI Law (currently held position)

October 2019

VIDA Corporation Co., Ltd., Outside Auditor

February 2022

Sekisui House Reit, Inc., Supervisory Director (currently held
position)

December 2005

ShinNihon LLC （currently Ernst & Young ShinNihon LLC）
Fukuoka Office

July 2007

ShinNihon LLC （currently Ernst & Young ShinNihon LLC）
Tokyo Office, Financial Service Department

August 2010

Established Rei Yamashita Certified Public Accountant Office(currently held position)

October 2019Japan Infrastructure Fund Investment Corporation, Supervisory
Director (currently held position)

February 2022

Sekisui House Reit, Inc., Supervisory Director (currently held
position)

April 1989

The Mitsubishi Trust and Banking Corporation (currently The
Mitsubishi UFJ Trust and Banking Corporation)

February 1995

Ogata Appraisal Corporation

July 2000

Ogata Appraisal Corporation, Director

April 2009

Part-time lecturer, The Graduate School of Accountancy, Waseda
University (currently held position)8

October 2009

Examiners for real estate appraisers, Ministry of Land,
Infrastructure, Transport and Tourism

May 2013

Vice chairman of the Tokyo association of real estate appraisers

April 2014

Expert Adviser to the Ministry of Land, Infrastructure, Transport
and Tourism Land Appraisal Committee

September 2014

Sekisui House Investment Advisors, Ltd. (currently Sekisui House
Asset Management, Ltd.) as Outside members of the investmentcommittee
Visiting Professor, Musashino University (currently held position)

April 2016
September 2017Phronesis Inc., Executive Officer and General Manager of Real
Estate Appraisal Department

June 2019

Vice President of the Japan Federation of Real Estate Appraisers
Associations (currently held position)

September 2019

Member of the land evaluation council, Tokyo regional taxation
bureau (currently held position)

July 2023

Members of the land appraisal committee, Ministry of Land,
Infrastructure, Transport and Tourism (currently held position)

September 2023

SUGIURA APPRAISAL CO., LTD. Representative Director(currently held position)

・The above candidates for supervisory directors possess no investment units.
・There are no special interests between the above candidates for supervisory directors and the Investment
Corporation.
・The Investment Corporation has concluded a directors’ liability insurance contract with an insurance company as
set forth in Article 116-3, Paragraph 1 of the Investment Trust Act, and the Investment Corporation shallcompensate for damages, litigation expenses, and other damages incurred by the insured as a result of the claim
for damages filed by the insured in connection with its duties as a director of the Investment Corporation to acertain extent under the insurance contract.
・Among the above candidates for supervisory directors, Yu Yada and Rei Yamashita are currently included as
insured persons under the relevant insurance contract as supervisory directors. If the appointment as supervisory
directors is approved under this proposal and they assume the position of supervisory directors, they will continue
to be included as insured persons under the relevant insurance contract.
In addition, Ayako Sugiura, one of the above candidates for supervisory directors, shall be newly included as aninsured person under the relevant insurance contract if the appointment as a supervisory officer is approved andassumed as a supervisory directors under this proposal. We also plan to re-enter into a contract with the samecontent upon the expiration of the term of the said insurance contract.

9Reference Matters
If there is any oppositional proposal in response to any of the proposals submitted to the General Meetingof Unitholders, the provisions of Article 93, Paragraph 1 of the Investment Trusts Act and the “deemed
approval” provisions specified in Article 17 of the Investment Corporation’s current Articles of Incorporation
will not apply. Proposal No. 1 through Proposal No. 4 set out above do not fall within an oppositional proposal.
End

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Sixth General Meeting of Unitholders Venue Map
Place: 1-7-2 Otemachi, Chiyoda-ku, Tokyo
Tokyo Sankei Building 3F Otemachi Sankei Plaza, Room 301～304
Tel: +81-3-3273-2230

Subway: Directly connected to Otemachi Station on the Tokyo Metro Marunouchi Line, Hanzomon Line, Chiyoda
Line, Tozai Line, and Toei Subway Mita Line Exit A4 or E1
JR: Seven-minute walk from JR Tokyo Station (from the Marunouchi North Exit)(Notice)・We do not have parking facilities available, so please refrain from arriving by car.
・No souvenirs will be provided for unitholders attending the unitholders' meeting. Thank you for yourunderstanding.

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