<For translation purposes only>
October 27, 2009For Immediate Release
REIT Issuer
Hankyu REIT, Inc. (Securities Code: 8977)
19-19 Chaya-machi, Kita-ku, Osaka
Mineo Yamakawa, Executive Director
Asset Management Company
Hankyu REIT Asset Management, Inc.
Mineo Yamakawa, President & Representative Director
Contact:
Hideo Natsuaki
General Manager, Corporate Planning Dept.
Email: ir@hankyu-rt.jp

Notice Concerning Transfers of Domestic Real Estate Trust Beneficiary Interests(Conclusion of Agreements)
Hankyu REIT, Inc. (hereafter “Hankyu REIT”) announces today its decision to conclude two “agreements onsales” and transfer assets as described below.
Details
1. Overview of Transfers(1) Hankyu Corporation Head Office Building(i) Asset to be transferred:
Real estate trust beneficiary interests(ii) Property name:Hankyu Corporation Head Office Building(iii) Proposed transfer price:
10,200,000,000 yen(excluding transfer-related expenses, property tax, city
planning tax and consumption tax, among others)(iv) Book value:
11,205,380,360 yen (book value as of May 31, 2009)(v) Difference between proposed
Negative 1,005,380,360 yen
transfer price and book value:(vi) Appraisal value:
10,200,000,000 yen (value as of September 30, 2009)(Appraisal organization: Daiwa Real Estate Appraisal Co., Ltd.)(vii) Proposed date of agreement:
November 20, 2009(viii) Proposed transfer date:November 25, 2009(ix) Transferee:
Kairos Funding GK(x) Usage of transfer price:
Repayment for existing borrowing and other uses
(2) HEP Five (partial transfer)(i) Asset to be transferred:(ii) Property name:(iii) Proposed transfer price:

10% of real estate trust beneficiary interests (quasico-ownership: equity ratio 50%) (Note)
HEP Five
2,870,000,000 yen(excluding transfer-related expenses, property tax, city planningtax and consumption tax, among others)

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(iv) Book value:(v) Difference between proposedtransfer price and book value:(vi) Appraisal value:(vii) Proposed date of agreement:(viii) Proposed transfer date:(ix) Transferee:(x) Usage of transfer price:

2,230,477,966 yen (10% of book value as of May 31, 2009)
639,522,034 yen
2,800,000,000 yen (value as of September 30, 2009)(Appraisal organization: Tanizawa Sogo Appraisal Co., Ltd.)
November 27, 2009
November 27, 2009
Hankyu Realty Co., Ltd.
Repayment for existing borrowing and other uses

Note: Hankyu REIT’s interest in quasi co-ownership shall change from 50% to 45%.

2. Reason for Transfers
As a result of the impact from the global economic crisis that developed out of the subprime mortgage
crisis in the U.S. last year, the real estate market in Japan has been in considerable turmoil, and land
prices have been maintaining a falling trend. Also because of the tighter stances of overseas anddomestic financial institutions towards financing for real estate and other reasons, there has been a trendof low activity in the buying and selling of real estate.
In this difficult environment, because of the rise in the appraised capitalization rate (CAP rate) andconcerns that the rental standard could drop on account of slumps in corporate earnings and personalconsumption, the appraisal value fell more than expected. As a result, the loan to value ratio (LTV(Note)) was at a high level of 57.9% at the end of the period from December 1, 2008 to May 31, 2009.
As the currently difficult economic environment is expected to continue into the future, Hankyu REIT
recognizes the possibility that LTV could exceed the upper limit of 60% set by asset managementcompany’s management guidelines as a result of appraisal values continuing to fall.
Considering the trend of the capital market environment and the real estate transaction market under thecurrent conditions, Hankyu REIT has chosen to transfer part of its asset holdings as a measure that will
benefit the unitholders’ interests.
As a result of these transfers of its asset holdings, Hankyu REIT aims to maximize unitholders’ value bylowering the LTV, and securing sustainable growth in the medium- to long-term and stable revenues.
Note: Loan to Value Ratio (LTV): (amount of outstanding debts + security deposits – matched money to securitydeposits) ÷ (total amount of assets (*) – matched money to security deposits)* appraisal value basis

3. Details of Assets to Transfer(1) Hankyu Corporation Head Office Building
Property nameHankyu Corporation Head Office Building

Specific asset type

Trust beneficiary interestTrustee

The Sumitomo Trust and Banking Co., Ltd.

Trust period

March 20, 2003 to March 19, 2013

Acquisition date

May 16, 2008

Location Address

1-16-1 Shibata Kita-ku, OsakaLand

Building coverage

80%

Floor area ratio

600% / 400%

Building2Month/Year
Built
Structure/
Floors

September 1992
Steel-frame, steel-frame
reinforced concrete,reinforced concrete
structure with deck roof and2 underground levels, 19
floors (Note 1)

Zone use

Commercial zone

Use

Offices

Lot area

3,396.82 m²

27,369.37 m²

Form of ownership

Right of ownership

Total floorarea
Form ofownership

Total number of tenants1 (Note 2)

Principal tenant

Hankyu Corporation

Leasable area capacity

27,369.37 m²

Actual rented area

27,369.37 m²

Occupancy rate

100% (Note 3)

Right of ownership

Note 1: Based on the regulations of the Building Standard Law: 2 underground levels, 17 floors and 2 rooftop floors.
Note 2: The total number of tenants is considered as one because the property is entirely leased to tenants underthe master lease method.
Note 3: The ratio of actual rented area to leasable area capacity.

(2) HEP Five (partial transfer) (The part to be transferred is 10% of the quasi co-ownership of the following
trust beneficiary interests)
Property name

HEP Five

Specific asset type

Trust beneficiary interest (quasi co-ownership: equity ratio 50%)

Trustee

Mitsubishi UFJ Trust and Banking Corporation

Trust period

February 1, 2005 to January 31, 2025

Acquisition dateFebruary 1, 2005

Quasi co-ownership

Hankyu Realty Co., Ltd. (Hankyu Realty Co., Ltd and Hankyu REIT each have
50% share in quasi co-ownership trust beneficiary interests)

Location Address

5-15, Kakuda-cho, Kita-ku, OsakaLand

Building coverage

80%

Floor area ratio800%Zone use

Commercial zone

Use

Lot area

5,596.11 m²(Note 1 & Note 2)
Right of ownership

Total floorarea
Form ofownership

Form of ownership

BuildingMonth/Year
Built
Structure/Floors

Total number of tenants

1 (140) (Note 3 & Note 4)

Principal tenants

SEGA Corporation, BEAMS

Leasable area capacity

22,633.48 m² (10,567.67 m²) (Note 4 & Note 5)

Actual rented area

22,633.48 m² (10,537.31 m²) (Note 4 & Note 5)

Occupancy rate

100% (99.7%) (Note 4 & Note 6)

November 1998
Steel-frame reinforcedconcrete structure withdeck roof and 3
underground levels, 10floors
Store, amusement facility,
theater, parking garage
space
45,266.96 m² (Note 1)
Right of ownership

Note 1: Lot area and total floor area are stated at the equivalent of 100%.
Note 2: Of the lot area of 5,596.11 m², 111.59 m² is road provided for public use.
Note 3: The total number of tenants is considered as one because the property is entirely leased to tenants underthe master lease method.
Note 4: In parentheses are the values as of today of the following: number of end tenants, leasable area capacity
leasable to end tenants, actual rented area and occupancy rate based on this.
Note 5: The stated leasable area capacity and actual rented area are the equivalent of Hankyu REIT’s 50% interestof quasi co-ownership (calculated based on the lease agreement with the master lessee)
Note 6: The ratio of actual rented area to leasable area capacity.

34. Outline of Transferees(1) Hankyu Corporation Head Office Building
Name

Kairos Funding GKLocation

Tokyo Kyodo Accounting Office, 3-1-1 Marunouchi, Chioda-ku, TokyoRepresentative

Representative company: ZEKUTO Holdings GIA
Executor of duties: Masato Kaida

Capital100,000 yen (Note 1)

Major shareholder andshareholding ratio
Main business activities

Relation to Hankyu REIT orasset managementcompany

Kairos Funding GK is a special purpose company in which ZEKUTO Holdings GIA
has made investments (100%) and Hankyu Corporation and others have invested
for the part of anonymous associations.
1. Acquisition, ownership, disposal, lease and management of real estate
2. Acquisition, ownership, and disposal of trust beneficiary interests of real estate
3. Operations related to or of ancillary relationship to, the above operations
Hankyu Corporation, shareholder (100% holding) of asset management company,
Hankyu REIT Asset Management, Inc., is an interested party as defined by theInvestment Trust and Investment Corporation Law (hereinafter “Investment TrustLaw”), and although it comprises a part of anonymous associations investing in thetransferee, it does not fall under the definition of “interested party, etc.” in theInvestment Trust Law. Also, because an investment of more than 50% has notbeen made, it does not qualify as an interested party as defined by the asset
management company’s rules concerning transactions involving conflicts ofinterest.
Moreover, a report detailing all agreements including minority opinions has been
deliberated at the compliance committee in the capacity of advisory organization inaccordance with the asset management company’s compliance committee
regulations, and submitted to the asset management company’s President &Representative Director and board of directors.

Note 1: Current capital.

(2) HEP Five (partial transfer)
Name

Hankyu Realty Co., Ltd.

Location

Higashi-Hankyu Bldg., 1-1, Kakuda-cho, Kita-ku, Osaka

Representative

Katsuhiko Minohara, Representative Director

Main business activities

1. Ownership, management, buying/selling and leasing of land and buildings
2. Intermediary services and appraisal of land and buildings
3. Second Financial Instruments Business
4. Planning, supervision and execution of civil construction works
5. Operations related to or of ancillary relationship to, the above operations

Capital12,426,650,203 yen (Note 1)

Date of establishment

February 17, 1947

Net assets and total assets
in directly preceding fiscalyearMajor shareholder andshareholding ratio

Net assets: 62,054 million yen
Total assets: 195,193 million yen(As of March 31, 2009)
Hankyu Corporation

100%4Relation to Hankyu REIT or
asset managementcompany

Capital relationships:
Hankyu Corporation, shareholder (100% holding) of asset
management company, Hankyu REIT Asset Management, Inc., is aninterested party as defined by the Investment Trust Law, and as ashareholder of the company (100% holding) it falls under the definitionof “interested party, etc.” in the Investment Trust Law.
Personal relationships:
Two employees of the company have been transferred to the asset
management company.
(As of the end of the previous fiscal period (May 31, 2009))
Business relationships:
Intermediary fees for buying/selling of real estate, etc. 42,000,000 yen,property/facility management fees 3,720,000 yen,leasing fees paid 1,025,000 yen(Previous fiscal period (December 1, 2008 to May 31, 2009)
Applicability as an related party:
The company does not qualify as a related party of Hankyu REIT. Also
Hankyu Corporation, shareholder (100% holding) of asset
management company, Hankyu REIT Asset Management, Inc, is theshareholder (100% holding) of the company.

Note 1: Current capital.

5. Transactions with Interested Parties, etc.
Because Hankyu Realty Co., Ltd., transferee of HEP Five (partial transfer), falls under the definition of“interested party, etc,” in the Investment Trust Law, the conditions concerning the conclusion of thisagreement, have been scrutinized and approved by the investment management committee, thecompliance committee, and the board of directors of the asset management company in accordance withthe asset management company’s rules concerning transactions involving conflicts of interest,
investment management committee regulations, and compliance committee regulations, among others.
6. Transfer Process
October 27, 2009:
November 19, 2009:
November 20, 2009:
November 25, 2009:
November 27, 2009:

Decision of conclusion of “agreements on sales” by the asset managementcompany’s board of directors’ meeting and conclusion thereof.
Proposed resolution of conclusion of agreement to transfer trust beneficiaryinterests by the asset management company’s board of directors’ meeting.
Proposed conclusion of agreement to transfer trust beneficiary interests ofHankyu Corporation Head Office Building.
Proposed transfer of trust beneficiary interests of Hankyu Corporation HeadOffice Building.
Proposed conclusion of agreement to transfer trust beneficiary interests of HEPFive (partial transfer) and transfer of HEP Five (partial transfer)

7. Management Remuneration 4 (Remuneration upon Transfer)
Today, an amendment to the Articles of Incorporation concerning the abolishment of management
remuneration 4 (remuneration upon transfer) has been proposed for the 5th General Unitholders’Meeting to be held on November 6, 2009. If this matter is approved and the management remuneration 4(remuneration upon transfer) is abolished, Hankyu REIT will not have to pay management remuneration
4 (remuneration upon transfer) to the asset management company in relation to these transfers of asset
holdings, but if this matter is not approved, Hankyu REIT shall have to pay 91,490,000 yen (excluding
consumption tax) as management remuneration 4 (remuneration upon transfer) in accordance with theasset management services agreement that has been executed with the asset management company.

58. Future Outlook
Please refer to Notice Concerning Forecasts of Financial Results for the Fiscal Period Ending May 31,
2010 and Revision to Forecasts of Financial Results for the Fiscal Period Ending November 30, 2009that was released separately today for information on the influences affecting the conditions surrounding
the management of Hankyu REIT’s assets during the fiscal period ending November 30, 2009 (June 1,2009, to November 30, 2009) and the fiscal period ending May 31, 2010 (December 1, 2009, to May 31,2010).
*The Japanese original document was distributed to press clubs within the Tokyo Stock Exchange (Kabuto Club), Osaka
Securities Exchange, Ministry of Land, Infrastructure and Transport, and to the press club of the construction trade newspaperof the Ministry of Land, Infrastructure and Transport.

*Hankyu REIT website: http://www.hankyu-reit.jp/<Attached Material>
Reference Material

Table of Real Estate Portfolio after Transfer of the Assets

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<For translation purposes only>
Reference Material
Table of Real Estate Portfolio after Transfer of the Assets
BuildingNo.

Property Name(Note 1)

Facility(Type of Use)

AreaAcquisition Date

Acquisition
Price(in millions)

Investment
Ratio

R1 (K)HEP Five(Note2)

RetailKansai

February 1, 2005

20,79017.1%

R2 (K)

Kitano Hankyu Building

RetailKansai

February 1, 2005

7,740

6.4%

R3 (K)Dew Hankyu Yamada

RetailKansai

February 1, 2005

6,930

5.7%

R4 (K)

Takatsuki-Josai Shopping

RetailKansai

November 15, 2005

8,600

7.1%

RetailKansai

March 29, 2006

1,318

1.1%

Other

October 2, 2006

2,170

areas

April 9, 2007

KansaiMarch 15, 2007

19,30015.9%

December 25, 2008

4,160

3.4％

January 22, 2009

7,350

6.1％

January 22, 2009

2,100

1.7％

80,46366.3%

19,025

15.7%－－

19,025

15.7%

November 1, 2005

2,980

2.5%

October 2, 2007

9,405

7.8%

KansaiJanuary 22, 2009

5,122

4.2％

KansaiJanuary 22, 2009

4,310

3.6％

Subtotal

21,817

18.0%

Total

121,306

100.0%

CenterR5 (K)
R6R7 (K)

Nitori Ibaraki-Kita Store (site)
Kohnan Hiroshima
Nakano-Higashi Store (site)

RetailNU chayamachi

RetailR8Hotel Gracery Tamachi

RetailR9 (K)

LaLaport KOSHIEN (site)

RetailR10

Richmond Hotel Hamamatsu

RetailOther
areas
KansaiOther
areas

Subtotal
0102 (K)

Shiodome Eastside Building
HankyuCorporation

Office Building

Head

Other

Officeareas

OfficeKansaiFebruary 29, 2008
Transfer

Subtotal
M1 (K)

Ueroku F Building

ComplexKansai

1.8%

5facility
M2

Sphere Tower Tennoz

Otherfacility

areas

Complex

M3 (K)LAXA Osaka

M4 (K)

Namba-Hanshin Building

Note 1:

ComplexfacilityComplexfacility

Numbers represent the classification for properties owned by Hankyu REIT by each region and type of use.
Letters represent retail (“R”), office (“O”) and complex facility (“M”).
Numbers represent the chronological order of the acquisition of each facility. Also, the letter “K” in parentheses to the right ofthese numbers indicates that the property is located in the Kansai region.

Note 2:The stated acquisition price and investment ratio of HEP Five are the values after the partial transfer.

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