January 24, 2018
Real Estate Investment Trust Securities Issuer
Sekisui House Reit, Inc.
Representative:

Junichi Inoue, Executive Director(Securities Code: 3309)

Asset Management Company
Sekisui House Investment Advisors, Ltd.
Representative:

Junichi Inoue,
President & Representative Director

Inquiries:

Atsuhiro Kida,
Director & General Manager
Management Division
TEL:+81-03-6447-4870 (main)

Notice Concerning a Split of Investment Units
Sekisui House Reit, Inc. (“SHR”) hereby announces that it resolved, at the board of directors meeting held on this day, tosplit its investment units as follows (the “Investment Unit Split”).
1.

Purpose of the Investment Unit Split
As announced in the “Notice Concerning Conclusion of a Merger Agreement between Sekisui House Reit, Inc. andSekisui House Residential Investment Corporation” released today by SHR and Sekisui House Residential Investment
Corporation (“SHI”), SHR and SHI have agreed to implement an absorption-type merger (the “Investment CorporationMerger”) on the effective date of May 1, 2018, with SHR as the surviving corporation and SHI as the dissolving
corporation, and executed a merger agreement (the “Investment Corporation Merger Agreement”) today.
The Investment Corporation Merger will be carried out through an absorption-type merger having SHR as the surviving
corporation, and the merger ratio, before considering the Investment Unit Split, would be SHR 1: SHI 0.825. However,based on this merger ratio, 0.825 units of SHR would be allotted to every unit of SHI, which would mean that a number ofSHI unitholders would receive less than one SHR unit. For this reason, in order to enable SHI unitholders to continue
holding SHR units even after the Investment Corporation Merger, for the purpose of issuing 1 SHR unit or more to all SHIunitholders, it was decided that the SHR units will be split 2-for-1. As a result of the Investment Unit Split, SHI unitholders
will receive 1.65 units of SHR following the Investment Unit Split for every SHI unit they own.
2.

Details of the Investment Unit Split(1) Method of the Investment Unit Split
SHR units owned by the SHR unitholders set forth or recorded in the final unitholder roster on April 30, 2018(the day before the effective date of the Investment Corporation Merger) will be split 2-for-1. The InvestmentUnit Split shall come into effect on May 1, 2018 (the effective date of the Investment Corporation Merger),provided that all conditions precedent for the Investment Corporation Merger set forth in the Investment
Corporation Merger Agreement are satisfied.

Disclaimer: This translation is for informational purposes only. If there is any discrepancy between the Japanese version of the English translation, the Japanese version shall prevail1

(2) Number of investment units to increase after the Investment Unit Split
(i)
(ii)
(iii)
(iv)

Total number of outstanding SHR units prior to the Investment Unit Split
Increase in the number of units through the Investment Unit Split
Total number of outstanding SHR units following the Investment Unit Split
Total number of outstanding SHR units following the Investment: 969,000 units: 969,000 units: 1,938,000 units: 3,762,091 units (Note 1)

Corporation Merger(v)

Number of authorized investment units following the Investment Unit Split: 20,000,000 units (Note 2)

and the Investment Corporation Merger
Note 1: The number under the assumption that, in connection with the Investment Corporation Merger, 1.65 SHRunits following the Investment Unit Split would be allocated to every SHI unit with respect to all
outstanding SHI units (1,105,510 units) as of today.
Note 2: SHR’s authorized investment units constitute 10,000,000 units at present, but as a result of the Investment
Corporation Merger, the articles of incorporation of SHR are expected to be partially amended, with theauthorized investment units to be changed as of the effective date of the Investment Corporation Merger.
For details, please see the“Notice Concerning Conclusion of a Merger Agreement between Sekisui House
Reit, Inc. and Sekisui House Residential Investment Corporation” released today.
3.

Timeline of the Investment Unit Split(1)

Announcement of the record date

March 30, 2018 (tentative)(2)

Record date

April 30, 2018 (tentative)(3)

Effective date

May 1, 2018 (tentative)* Address of the website of the investment corporation
Sekisui House Reit, Inc.:

http://sekisuihouse-reit.co.jp/en/

Disclaimer: This translation is for informational purposes only. If there is any discrepancy between the Japanese version of the English translation, the Japanese version shall prevail2