Translation of Japanese Original(Securities Code: 3309)
January 6, 2022
To Our Unitholders
Atsuhiro Kida
Executive Director
Sekisui House Reit, Inc.
4-15-1 Akasaka, Minato-ku, Tokyo
Notice Concerning the Fifth General Meeting of Unitholders
You are cordially invited to attend the Fifth 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 Material 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 25, 2022, at 6:00
pm.
In addition, Sekisui House Reit, Inc. (the “Investment Corporation”) established the provision of “deemed approval”
in Article 17 of the current Articles of Incorporation pursuant to Article 93 Paragraph 1 of the Act on Investment
Trusts and Investment Corporations (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.
Respectfully yours.
(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1. Date and Time
Wednesday, January 26, 2022, 10:00 a.m.
2. Place
1-7-2 Otemachi, Chiyoda-ku, Tokyo
Tokyo Sankei Building 3F
Otemachi Sankei Plaza, Room 301～304
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 two supervisory directors
Proposal No. 5: Appointment of one substitute supervisory director
4. Voting Rights Exercise(1) Voting Rights Exercised by Attendance
Please submit 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 25, 2022, 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 aPower of Representation Form and a Voting Rights Exercise Form at the reception desk.
(4) Measures to Prevent the Spread of COVID-19
Based on the situation of COVID-19 in Japan, we will take measures to prevent the spread of COVID-19
at the General Meeting of Unitholders.
For more information, please refer to the “Measures to Prevent the Spread of COVID-19” section below.
In addition, depending on future changes in the circumstances, information such as postponement of theGeneral Meeting of Unitholders or changes to the venue may be posted on the Investment Corporation’s
website (https://www.sekisuihouse-reit.co.jp/en/). Please kindly check it.
(5) Method of Revising the Reference Materials of the General Meeting of Unitholders
When it is necessary to revise proposals contained in the Reference Materials of the General Meeting ofUnitholders by the day prior to the General Meeting of Unitholders, we will post the revisions on theInvestment Corporation’s website (https://www.sekisuihouse-reit.co.jp/en/).
End

Regarding the “Asset Management Briefing” held by Sekisui House Asset Management, Ltd., theInvestment Corporation’s asset management company, which was previously held after the General
Meeting of Unitholders, we have decided not to hold it in light of the situation of COVID-19 inJapan, with the aim of reducing the time spent at the venue by unitholders from the perspective ofensuring the safety of unitholders. We would appreciate your understanding.
Please refer to the Investment Corporation’s website (https://www.sekisuihouse-reit.co.jp/en/) for avideo of our financial result briefing (in Japanese) and materials for the fiscal period ended October
2021.

2

Measures to Prevent the Spread of COVID-19
Based on the situation of COVID-19 in Japan, the following measures are scheduled to be taken at the General
Meeting of Unitholders in order to ensure the safety of unitholders and prevent the spread of COVID-19.
We ask for the understanding and cooperation of our unitholders.

(Request to Unitholders)
Voting rights at the General Meeting of Unitholders may be exercised in writing without attendance.
In addition to those with a cold or other health problems, the elderly, those with basic diseases, and those whoare pregnant, we ask that you refrain from visiting the venue as much as possible in order to reduce the risk ofcontact infection, and exercise your voting rights by means of a written exercise of voting rights.
Even if you are a unitholder who does not fall under the above category, please consider to exercise yourvoting rights in writing to reduce the risk of contact infection.

We ask our unitholders who are considering attending the General Meeting of Unitholders to pay attention to
the situation of the COVID-19 as of the date of the General Meeting of Unitholders, the status of response of
the administrative organizations, and their own health conditions up to the day of the General Meeting ofUnitholders, with the safety of the unitholders as the top priority.
(Operations of the General Meeting of Unitholders)
Please wear masks for the unitholders who will be visiting. In addition, at the reception desk, we would like to
ask for your cooperation in disinfecting your hands with alcohol and check your temperature. Please beadvised that unitholders with fever (37.5℃or higher) and coughing symptoms, as well as other unitholders
who are suspected to be infected with COVID-19, may not be permitted to attend the General Meeting ofUnitholders.

Please kindly understand that directors and operating staff will, in principle, deal with the situation by wearing
a mask after confirming that there are no problems with their health conditions.

In order to prevent the transmission of the COVID-19, detailed explanations of proposals may be omitted at
the General Meeting of Unitholders from the viewpoint of shortening the time required for the General
Meeting of Unitholders than usual. We ask that you please read this notice beforehand.
When asking questions from a unitholder, the microphone will be placed away from the other unitholders andalcohol disinfection will be performed each time.

In addition to the above, we may take necessary measures from the viewpoint of maintaining the order of theGeneral Meeting of Unitholders and preventing the transmission of the COVID-19. We ask for theunderstanding and cooperation of our unitholders.
In addition, the above contents may be updated due to future changes in the situation and instructions andrequests from administrative organizations. The newest information will be provided on the Investment
Corporation’s website (https://www.sekisuihouse-reit.co.jp/en/) as appropriate.

3

Reference Material 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
Related provisions will be changed due to a change in the method of mark-to-market valuation of rights related tosecurities and derivative transactions as a result of the issuance of ASBJ Statement No. 30, “Accounting Standard
for Fair Value Measurement” and ASBJ Statement No. 10, “Accounting Standard for Financial Instruments”(including newly enacted or revised accounting standards and guidance related thereto) (relating to Article 39 of
the current Articles of Incorporation).

2.

Overview of Amendments
The Amendments are as follows:
Proposed Amendments to the Articles of Incorporation(Proposed amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments
Article 39 Method of and Standards for Asset Evaluation Article 39 Method of and Standards for Asset Evaluation
The method of and standards for asset evaluation of the The method of and standards for asset evaluation of theInvestment Corporation shall be determined by the type Investment Corporation shall be determined by the typeof the Managed Asset, and shall be as follows as a of the Managed Asset, and shall be as follows as a
general rule.
general rule.
(a) – (g) (omitted)(a) – (g) (unchanged)(h) Rights related to derivatives transactions as set forth (h) Rights related to derivatives transactions as set forthin Item (z) of Paragraph 2 of Article 32:
in Item (z) of Paragraph 2 of Article 32:(i) (omitted)(i) (unchanged)(ii) Claims and debts produced as a result of transactions (ii) Claims and debts produced as a result of transactionsof unlisted and unquoted derivatives on the financial of unlisted and unquoted derivatives on the financial
instruments exchange:
instruments exchange:
To be evaluated with a price calculated in a reasonable To be evaluated with a price calculated in a reasonable
manner as a price equivalent to the market price. If it is manner as a price equivalent to the market price.
believed that calculation of the fair evaluation amount isextremely difficult, the evaluation will be performed
based on the acquisition value.
(omitted)(unchanged)(i) (omitted)(i) (unchanged)

4

Proposal No. 2: Appointment of one executive director
As the term of office of Executive Director Atsuhiro Kida expires on January 31, 2022, we request that one
executive director be appointed as of February 1, 2022.
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,
2022.
This proposal was submitted at the board of directors meeting held on December 15, 2021 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 of Management 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 Director of Sekisui House Asset Management, Ltd., with which theInvestment 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.

5

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, 2022.
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, the appointment of a substitute executive director can be revoked with aresolution of the board of directors meeting.
This proposal was submitted at the board of directors meeting held on December 15, 2021 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 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.

6

Proposal No. 4: Appointment of two supervisory directors
As the terms of office of Supervisory Directors Shigeru Nomura and Tatsushi Omiya expire on January 31, 2022,
we request that two supervisory directors be newly appointed as of February 1, 2022.
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

Yu Yada(May 15, 1980)

Rei Yamashita(December 23,
1979)

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

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)

・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.
In the event the appointment as a supervisory director is approved based on this proposal and the candidates
assume the post of supervisory directors, such candidates will be newly included in the insured under the relevant
insurance contract. We also plan to re-enter into a contract with the same content upon the expiration of the termof the said insurance contract.

7

Proposal No. 5: Appointment of one substitute supervisory director
To be prepared for the case in which the position of supervisory director becomes vacant or there is aninsufficient number of supervisory directors as specified under applicable laws and regulations, we request thatone substitute supervisory director be appointed as of February 1, 2022.
Under this proposal, this resolution for the appointment of a substitute supervisory director will be valid until
the term of the office of the supervisory director under Proposal No. 4 expires in accordance with Article 22,
Paragraph 2 of the current Articles of Incorporation.
Further, prior to assumption of office, the appointment of a substitute supervisory director can be revoked witha resolution of the board of directors meeting.
The candidate for substitute supervisory director is as follows:Name(date of birth)

Shigeru Nomura(September 11, 1952)

Personal History
November 1975

Ernst & Whinney, Tokyo Office, New York Office, and Dusseldorf
OfficeFebruary 1979

Registered as certified public accountant

July 2002

Ernst & Young Shinnihon Tax, Representative Staff

January 2003

EY Transaction Advisory Services Co., Ltd., Co-CEO

July 2011

Established Shigeru Nomura Certified Public Accountant Office(currently held position)

July 2011

EOS Inc., Director

April 2012

Kawashima Gold Corporation, Auditor

July 2012

View Communications, Inspector

September 2014

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

June 2015

Eiken Chemical Co., Ltd., Outside Director (currently held
position)

July 2017

The Resolution and Collection Corporation, Corporate
Rehabilitation Committee, Committee Member (currently held
position)・The above candidate for substitute supervisory director possesses no Investment Units.
・There are no special interests between the above candidate for substitute supervisory director and the Investment
Corporation.
・The above candidate for substitute supervisory director is currently supervisory director of the Investment
Corporation who is supervising the general performance of duties by the executive director of 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.
The candidate for the above-mentioned substitute supervisory director is currently included in the insured under
the relevant insurance contract as a supervisory director. In the event the candidate assumes the post of asupervisory director, such candidate will be included in the insured under the relevant insurance contract. We alsoplan to re-enter into a contract with the same content upon the expiration of the term of the said insurance
contract.

8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. 5 set out above do not fall within an oppositional proposal.
End9