November 22, 2022
Issuer of Real Estate Investment Trust Securities
MORI TRUST Sogo Reit, Inc.
4-3-1 Toranomon, Minato-ku, Tokyo
Masayuki Yagi,
Executive Director(TSE code 8961)
Asset Management Company:
MORI TRUST Asset Management Co., Ltd.
Michio Yamamoto
President and Representative Director
Contact:
Hiroshi Naito
Director, General Manager, Strategic Management Department,
Sogo REIT Management Division
Phone: +81-3-6435-7011

MTR Announces Financial Results
for the fiscal period ended September 30, 2022

Tokyo, November 22, 2022 – Mori Trust Sogo Reit, Inc. (MTR) has announced financial results for the fiscal
period ended September 30, 2022 (from April 1, 2022 to September 30, 2022).

1. Operational/Asset Conditions for the fiscal period ended September 30, 2022 (from April 1, 2022 toSeptember 30, 2022)(Amounts are rounded down to the nearest million yen)

(1) Operating results(% shows change vs. previous period)

Operating Revenues
Fiscal period ended
September 30, 2022
Fiscal period ended
March 31, 2022

Operating Income

Profit%Millions of yen%

Millions of yen%

Millions of yen

%

6,902

(19.1)

3,428(32.0)

3,043(35.0)

3,331(26.6)

8,528

(7.3)

5,042

(9.4)

4,685

(10.0)

4,537(10.0)

Basic earnings per unit
Fiscal period ended
September 30, 2022
Fiscal period ended
March 31, 2022

Ordinary Income

Millions of yen

Rate of returnon equity

Ordinary income to total
assets ratio

Ordinary income tooperating revenues ratio

Yen

%

%

%

2,523

2.1

0.9

44.1

3,437

2.8

1.4

54.9

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

1(2) Distributions
Distributions per
Total Distributions
unit (excluding(excluding total
distributions in
distributions inexcess of profit)
excess of profit)
Yen
Millions of yen

Fiscal period ended
September 30, 2022
Fiscal period ended
March 31, 2022

Distributions in
Total distributions
excess of profit
in excess of profit
per unit

Ratio ofdistributions to
net assets

Payoutratio

YenMillions of yen

%

%

3,000

3,960

−

−

118.9

2.5

3,195

4,217

−

−

92.9

2.6

(Note1) The difference between the distribution per unit and profit per unit for the fiscal period ended March 31, 2022, is a result of the reversalof the reserve for reduction entry (¥134 million) and reserve (¥454 million). The difference between the distribution per unit and profit
per unit for the fiscal period ended September 30, 2022, is a result of the reversal of the reserve for reduction entry (¥628 million).
(Note2) The payout ratio is rounded down to one decimal place.

(3) Financial positions
Total assets

Net assets

Capital adequacy ratio

Net assets per unit

Millions of yen

Millions of yen%

Yen

325,909

159,07148.8

120,508

325,071

159,957

49.2

121,180

Cash flows
from operating activities

Cash flows
from investing activities

Cash flows
from financing activities

Millions of yen

Millions of yen

Millions of yen

Millions of yen

4,071

(96)

(2,228)

19,624

18,165(16,448)(5,702)

17,878

Fiscal period ended
September 30, 2022
Fiscal period ended
March 31, 2022

(4) Cash flows

Fiscal period ended
September 30, 2022
Fiscal period ended
March 31, 2022

Cash and equivalents,
end of period

2. Forecast for the February 2023 period (October 1, 2022 to February 28, 2023)(% shows change vs. previous period)
Operating revenues

Fiscal period ending
February 28, 2023

OperatingincomeOrdinary
incomeDistributions per Distributions
unit (excluding
in excess of
distributions inexcess of profit) profit per unit

ProfitMillions ofyen%Millions ofyen%Millions ofyen%Millions of
yen

%

Yen

Yen

7,168

3.9

3,870

12.9

3,543

16.4

3,450

3.6

2,462

0

(Reference) The profit per unit forecast is 2,614 yen for the fiscal period ending February 28, 2023
(Note1) The distribution per unit for the fiscal period ending February 28, 2023, is calculated based on the assumption that the sum of the profit
for the said period and the reversal of the reserve for reduction entry (241 million yen) will be distributed.
(Note2) MORI TRUST Sogo Reit, Inc. (“MTR”) and MORI TRUST Hotel Reit, Inc. (“MTH”), have today, at each investment corporation’s
Board of Directors meeting, resolved to undertake an absorption-type merger, with March 1, 2023 as the effective date, whereby MTR
will be the surviving corporation and MTH will be the dissolving corporation in the merger (the “Merger”), and have today also executeda merger agreement (the “Merger Agreement”). For the business result forecasts after the Merger, please refer to " Notice of Forecasts of
the Operating Results and Distributions for Fiscal Period ending August 31, 2023 Following the Merger of MORI TRUST Sogo Reit, Inc.
and MORI TRUST Hotel Reit, Inc." announced today by MTR and MTH. Please refer to “3. Status of Asset Management , (b) Outlook
for the next fiscal period, (v) Significant events after balance sheet date” below for further details of the Merger.
(Note3) MTR is planning to submit the following proposals for the amendments of the Certificate of Incorporation subject to the condition that
the Merger Agreement is approved at the general meeting of unitholders of MTR and MTH: Change the conventional six-month fiscal
periods of October 1 to the end of March and April 1 to the end of September to the six-month fiscal periods of September 1 to the end of
February and March 1 to the end of August: and accordingly, change the current 42nd fiscal period of October 1, 2022 to the end of March2023 to the period of October 1, 2022 to the end of February 2023 to the general meeting of unitholders scheduled on February 1, 2023.
If the aforementioned amendment is approved in the general meeting of unitholders, the last fiscal period of MTR before the effective dateof the Merger as the 42nd fiscal period is expected to be an five-month period from October 1, 2022 to February 28, 2023.
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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3. Status of Asset Management(a) Summary of results for the current fiscal period(i)Transition of the Investment Corporation

The Investment Corporation was established on October 2, 2001, with Mori Trust Asset Management Co., Ltd. (changed tradename from Nihon Sogo Fund Co., Ltd.. on November 1, 2003) as the organizer, pursuant to the Act on Investment Trusts andInvestment Corporations.
On March 28, 2002, the Investment Corporation began asset management, starting with the acquisition of the trust beneficiaryright in Frespo Inage, land related to leased land agreement for business use.
Since then the Investment Corporation has steadily expanded the size of its assets, and was listed on the Real Estate Investment
Trust Securities Market of the Tokyo Stock Exchange (Stock Code: 8961).
As a result, the real estate held by the Investment Corporation as of September 30, 2022, numbered 16 properties, with a total
assets price of ¥325,909 million.

(ii)

Investment environment and performance

During the fiscal period under review, movement restrictions due to COVID-19 were eased. Consumer spending picked up,
particularly in relation to eating out and staying at accommodations, and the economy recovered. Meanwhile, resources andenergy prices continued to rise due to the war in Ukraine, among other factors, and prices of daily necessities continued to climb
on the weakening of the yen. The rising prices put downward pressure on corporate performance and consumer spending.
In the real estate investment market, investor confidence in Japan and abroad remained at high levels, partly due to thedepreciation of the yen in response to the continued widening of the Japan-US interest rate spread. Under such conditions,information on the sale of high-quality properties available for investment was limited and the situation in which it was difficult
to acquire properties persisted.
In the real estate leasing market, contracted rents for office buildings continued their downward trend but the vacancy rate for
office buildings rose at a slower pace, reflecting a growing tendency to relocate to larger spaces at existing competitive buildings
or expand office spaces in the same building.
In the market for retail facilities, consumer spending was recovering, reflecting the easing of movement restrictions due to
COVID-19, but price hikes applied downward pressure.
In the market for luxury rental housing in Tokyo, both the occupancy rate and the rent level held firm, reflecting sustained
demand versus limited supply.
The hotel market continues to face a challenging environment. Although restrictions on the entry of inbound tourists to Japan
were eased, the number of inbound tourists did not increase. However, the performance of hotels was recovering as the domestic
tourism market was steadily improving, approaching the level before the COVID-19 pandemic.
Under these investment conditions, MTR continued to conduct investment management by maintaining and improving theoccupancy rate of portfolio properties and promoting upward rent revisions, with the aim of securing stable revenues by, forinstance, signing a sales agreement for beneficial interests in trust dated July 29, 2022, concerning the purchase and sale ofassets.
As a result, as of September 30, 2022, the Investment Corporation owned 16 properties with a total book value of 305,966
million yen. The occupancy rate for the properties owned by the Investment Corporation was 96.5% (91.6% (Note)) as of
September 30, 2022.
In the fiscal period under review, MTR took steps to save energy at facilities in connection with "E: environment," including
installing LED lighting fixtures in private areas of Osaki MT Building and replacing air conditioners with those offering highenergy savings at Hotel Okura Kobe. At Osaki MT Building, MTR has introduced a system where tenants pay part of the
reduction in electricity bills achieved as a result of energy-saving renovation in part of the areas occupied by tenants to MTR as
green lease payments. For “S: society,” MTR continued its efforts to ensure tenants’ safety and security, such as placing
disinfectants at common areas of its properties as measures against COVID-19 and providing documents on preventive measuresagainst infection. For "G: governance," MTR implemented training and awareness-raising activities such as providing
compliance training to all executives and employees on a regular basis, and sought to improve compliance awareness among
employees.
As a result of efforts to achieve ESG goals, MTR received a Green Star, which is given to participants who excel in the entity’s
policies, organizational structure, and other processes of promoting ESG goals, and in the environmental performance of theentity’s asset portfolio, activities with tenants, and other efforts, for the sixth consecutive time in the 2022 GRESB Real Estate
Assessments. MTR received a “4 Stars” in the five-scale GRESB ratings based on the global rankings of total scores. In addition,
MTR received A, the highest of five levels of the GRESB Public Disclosure that measures the adequacy of ESG information
disclosure, for its excellence in the disclosure of information about its environmental consciousness and sustainability initiatives.
(Note) The figure in parentheses is the occupancy rate calculated based on sublease agreements for properties using a master lease agreement
under which rent income is linked to rents under sublease agreements or a pass-through master lease agreement.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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(iii) Financing
MTR borrowed a total of 20,000 million yen for the repayment of existing borrowings that have matured. MTR issued theEighteenth series unsecured investment corporation bonds as outlined below. 1,000 million yen of the proceeds from the bondissuance was used as cash on hand that has decreased due to the redemption of eleventh series unsecured investment corporation
bonds on February 22, 2022. The balance will be used as a source of funds for the redemption of twelfth series unsecured
investment corporation bonds (4,000 million yen) coming due on February 20, 2023, or for the repayment of existing loans,which reach maturity by the end of March 2023.
Name: MORI TRUST Sogo Reit, Inc. Eighteenth Series Unsecured Investment Corporation Bonds(Ranking Pari Passu among the specified Investment Corporation Bonds)
Issue amount: 2,000 million yen
Interest rate: 0.420% per annum
Date of issue: June 20 2022
Redemption date: February 29 2028
Collateral: Unsecured and unguaranteed
As a result, interest-bearing debt as of September 30, 2022 amounted to 156,000 million yen, of which long-term loans payableamounted to 135,000 million yen(including long-term loans payable of 18,000 million yen due for repayment within 1 year) andinvestment corporation bonds amounted to 15,000 million yen(including investment corporation bonds of 4,000 million yen due
for redemption within 1 year). The ratio of interest-bearing debt to total assets as of September 30, 2022 was 47.9% (comparedwith 47.4% as of March 31, 2022).
As of September 30, 2022, the Investment Corporation has obtained a long-term issuer rating of AA (rating outlook: stable)from Japan Credit Rating Agency, Ltd. (JCR)(iv) Overview of financial results and distributions
As a result of the abovementioned operations, operating revenue came to 6,902 million yen, operating income came to 3,428
million yen, ordinary income after the deduction of loan-related interest expenses from operating income came to 3,043 million
yen, and profit came to 3,331 million yen.
With the intention that the maximum amount of profit distributions would be included in tax-deductible expenses under theapplication of special provisions for taxation (Article 67-15 of the Act on Special Measures Concerning Taxation), MTR decided
to distribute all undistributed profit at the end of the fiscal period under review after a partial reversal (¥628 million) of thereserve for reduction entry accumulated under the Special Provisions for Taxation in the Case of Advanced Acquisition of Land,etc. in 2009 and 2010 in Article 66-2 of the Act on Special Measures Concerning Taxation. Consequently, the distribution perinvestment unit amounted to 3,000 yen.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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(b) Outlook for the next fiscal period(i)Outlook for overall performance

Consumption is expected to gradually recover given the government's measures to mitigate the effects of price hikes and ease
restrictions on entry into Japan and nationwide measures to support tourism, among other factors, despite the adverse effects on
consumption of sharp rises in resources and energy prices as well as increases in the prices of daily necessities. However, thesituation in Japan and abroad requires attention, including the effects of COVID-19, developments in the war in Ukraine, andtrends in the financial and exchange markets.
In the real estate investment market, investment demand from domestic and foreign investors are expected to remain high andinformation on the sale of high-quality properties available for investment will be limited. As a result, transaction prices are
expected to hover at a high level for the time being and expected cap rates will likely remain low.
In the real estate leasing market, a recovery in demand for office buildings is anticipated, driven by continued moves torelocate to a larger space or expand the office space in the same building, and the upward trend in vacancy rates and the
downward trend in rents are expected to slow. However, the impact of large supplies in 2023 needs to be monitored.
As for retail facilities and hotels, the domestic market will likely recover steadily, while the inbound market is expected toachieve a moderate rebound due to the weakening of the yen and the easing of regulations on entry into Japan.
In the market for luxury rental housing in Tokyo, based on the assumption that new supply will be limited and demand willremain strong, both the occupancy rate and rent levels are likely to remain steady.

(ii)

Future investment policy

Regarding the form of lease agreements of the real estate owned by the Investment Corporation, the Investment Corporation
will maintain the weight of fixed-term building lease agreements with fixed rent over the medium and long term at a certain
percentage, to ensure that a drop in the level of market rents does not immediately have a major impact on the revenue of thereal estate owned by the Investment Corporation.
However, when entering into a new lease agreement, the Investment Corporation will examine the agreement term and thefixing of rents in the medium or long term based on an assessment of the location and features of the real estate and will aim to
maximize revenue.
In addition, the Investment Corporation will operate and manage real estate in accordance with the following policy tomaintain and increase market competitiveness and to enable stable operation.
1. The Investment Corporation will work to improve the satisfaction of tenants and consider measures such as thoroughgoing
implementation of preventive maintenance and safety management and enhancement of customer relations with tenants
based on an assessment of the features of each portfolio real estate, and endeavor to maintain high occupancy rates of thereal estate it owns. When real estate becomes vacant or is due to become vacant, the Investment Corporation will conductwell-aimed market research and then focus on leasing in cooperation with the Mori Trust Group, real estate agents andproperty management companies.
2. When entering into a new lease agreement, the Investment Corporation will endeavor to conclude a medium- or long-term
fixed-term building lease agreement or an agreement that otherwise considers fixing the rent or lengthening the agreement
term to ensure future rental revenue. In the case of portfolio real estate that can be expected to achieve stable internal
growth, the Investment Corporation will also incorporate agreements designed to tap into growth in income gain.
3.
Based on consideration of the aging and age of portfolio real estate, the Investment Corporation will endeavor to maintainstable occupancy rates by renovating aged facilities, etc. and actively making investments to increase market
competitiveness so that portfolio real estate compares favorably with competing properties.

(iii)

Investment strategy for new investment real estate

The Investment Corporation’s basic policy is to make investments based on the following investment strategies, with a focus
on seeking to further develop and cultivate property information routes and endeavoring to gather high quality property
information, to expand the size of its assets under management (AUM) and acquire new real estate.
1. The Investment Corporation will invest primarily in real estate in central Tokyo regardless of its use, aiming for aninvestment portfolio in which central Tokyo properties account for 60 -80% of total AUM. It will also invest in certain
investment real estate located in other regions, such as office buildings located in areas with a high concentration of officebuildings and convenient transport links and high-quality commercial facilities that are highly competitive within theirtrade area.
2. The Investment Corporation will invest in investment real estate intended for “office building” use, aiming to build aportfolio in which office buildings account for 70-90% of total AUM. Besides office buildings, it will also invest incommercial facilities (10-30% of total AUM) and “Others” (0-10% of total AUM). However, for the present time, it will
invest only in residential properties and hotels in the “others” category.
3．The Investment Corporation’s basic strategy is to conclude medium-to-long-term lease agreements with tenants. Also, where
possible, it will endeavor to conclude fixed-term building lease agreements or other agreements that take fixing the rent or
lengthening the agreement period into consideration. The agreement for the lease of investment real estate may take theform of leasing the investment real estate directly to the tenant or the form of using a master lessee as an intermediary
between the Investment Corporation and tenants and leasing to the master lessee. The Investment Corporation will actively
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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examine a master lease agreement in cases where, upon consideration of factors such as the size and use of the real estate
and the characteristics of tenants, this arrangement is deemed to have certain benefits.

(iv) Financial strategy, etc.
The Investment Corporation will examine points such as the amounts of loans, borrowing periods, and work to arrive at the
optimum financing balance, bearing in mind the need to curb the negative effects of changes in financing conditions and reduce
financing costs. The Investment Corporation will also consider issuing investment corporation bonds.
In addition, MTR will consider diversifying lenders and issuing investment corporation bonds while focusing on its
conventional, long-term relationships with financial institutions.

(v) Significant events after balance sheet date
The Merger between MTR and MTH
MTR and MTH have today, at each investment corporation’s Board of Directors meeting, resolved to undertake an absorptiontype merger, with March 1, 2023 as the effective date, whereby MTR will be the surviving corporation and MTH will be thedissolving corporation in the Merger, and have today also executed the Merger Agreement.
(1) Purpose of the Merger
Each of these investment corporations has performed aiming for the medium- to long-term stabilized revenue and growthby leveraging its characteristics respectively, that is, stability of office assets for MTR and growth potential of hotel assets for
MTH. However, MTR has challenges in the future growth potential in terms of office assets, which are its main investment
targets, due to decreasing opportunities for newly obtaining large-scale prime properties and declining profitability caused bymoving out of tenants triggered by COVID-19, while MTH has faced an issue of how to secure stable revenue concerning its
investment target, hotel assets, because a risk of revenue fluctuation has become apparent during the COVID-19 pandemic.
Accordingly, MTR and MTH have come to recognize an issue that they have limited opportunities for independent growth
respectively. In order for MTR and MTH to mutually solve these issues and contribute to the continuous improvement of theunitholder value by creating a comprehensive REIT with offices and hotels as its core assets, which is truly equipped withasset potential, stability and growth potential, MTR and MTH agreed to start negotiation for merger and carefully proceededwith the deliberation. As a result, MTR and MTH have judged that building a portfolio equipped with stability of office assets
and growth potential of hotel assets through the Merger and returning to a growth path by leveraging the sponsor support willlead to further improvement of the unitholder value; therefore, the Merger Agreement was made and entered by and between
MTR and MTH today.
MTR and MTH consider that the Merger has the following significance.
i) Pursue asset potential, stability and growth potential with offices and hotels as core assets
MTR and MTH concentrated investment in high-quality assets with a focus on asset potential, which is the intrinsic valueof real estate, and this investment policy will be maintained after the Merger. In addition, after the Merger, it will become
possible to pursue both stability and growth potential using offices that create stable cash flow and hotels having growthpotential as core assets. In addition, properties and asset types are diversified, portfolio quality will be improved as well.
ii) Maximize the use of sponsor support and return to growth path
After the Merger, sponsor support will be continuously used at the maximum level to return to growth path.
In regard to the external growth, growth of asset size will be pursued through the maximum use of sponsor support. As apart of these initiatives, an additional purchase of Kamiyacho Trust Tower from the sponsor, MORI TRUST, will be made byusing the purchasing capacity created by a decrease in Loan to Value (LTV), which is one of the effects of the Merger (Forthe details, please refer to "Notice of Acquisition and Lease of Asset (Kamiyacho Trust Tower)" announced today.). Thisadditional acquisition is considered to show the sponsor's strong commitment to the investment corporation after the Merger(the "new MTR").
In addition, the office assets and hotel assets which are on the recovery trend from lowered revenue due to COVID-19 areof asset type expected to grow in the recovery and growth phases of the post-COVID-19 market. They are also expected tocontribute to the internal growth in the future. It is considered that both external and internal growth will become a growth
driver.
iii) Strong governance by sharing profit with investors
After the Merger, the same-boat investment ratio by the sponsor Mori Trust group will be 29.2%, which is one of the largest
in J-REIT. This enables cooperation in consideration of both parties' growth and improvement of unitholder value from themedium- to long-term perspective. It is also planned to facilitate the cooperation system by introducing a new asset
management fee system linked to profit per unit for further improvement of the linkage between unitholder values andcompensation to the Asset Management Company after the Merger.
iv) Increase in market presence
After the Merger, the new MTR's asset size will be approx. 471.1 billion yen (ranked No.14 in J-REIT), which will improve
its market presence and is expected to expand the investor base. This will result in expansion of market capitalization andimproved liquidity of investment units, and is expected to increase unitholder value.
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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Through these four points of significance of the Merger, the new MTR aims to improve unitholder value based on themedium- to long-term stable management primarily using offices that generate stable cash flow and hotels with growthpotential.
(Note) The asset size after the Merger is calculated by totaling the asset size of MTR and MTH. The asset size of MTR is assumed to be thetotal of acquisition price of the properties in the portfolio as of the end of October 2022, reflecting the acquisitions and sales of theproperties from November 1, 2022 to the Effective date of the Merger. The asset size of MTH is assumed to be the appraisal valuesof the properties as of the end of August 2022. The asset sizes of the other investment corporations are those including properties thatthe other investment corporations announced acquisition and sale thereof as of the end of October, 2022 (acquisition (planned) pricebasis). Therefore, it is not guaranteed that the new MTR will have asset size ranked No.14 in J-REIT as of the effective date of the
Merger. In regard to the asset size after the Merger, because it is planned that MTH's assets will be succeeded with the purchasemethod by MTR as the surviving corporation, the asset size will not be a simple sum of the total (scheduled) acquisition price of MTR
and the appraisal values of MTH as of the end of August 2022.

(2) Effective date of the Merger
March 1, 2023 (Scheduled)(3) Form of the Merger
MTR will be the surviving corporation under an absorption-type merger and MTH will be dissolved in the Merger.
(4) Allocation of Investment Units under the Merger
MTR（Surviving corporation in theabsorption-type merger）

MTH（Dissolving corporation in theabsorption-type merger）
1.84

Allocation of investment units
under the Merger

1（Reference）
Before the Investment Unit Split
0.92(Note) The number of new MTR investment units to be issued as a result of the Merger (the number of units after the Investment Unit Split
of MTR): 920,000(5)The Investment Unit Split
MTR plans to split one investment unit into 2 investment units with February 28, 2023 as the record date for splitting theinvestment units and March 1, 2023 as the effective date of the split; the allocation ratio shown above and the number of new
investment units MTR will allocate and deliver are subject to the Investment Unit Split taking effect. If 0.92 MTR investment
units are allocated and delivered against 1 MTH investment unit on the basis of the merger ratio before the Investment Unit
Split, there will be many MTH unitholders being allocated fractions of less than one MTR investment unit. To make it possible
for MTH unitholders to continue holding MTR investment units after the Merger, a split of MTR investment units will be
carried out before the allocation towards MTH unitholders, in the ratio of two MTR investment units to one MTR investment
unit for the purpose of delivering to all MTH unitholders at least one MTR investment unit, and for every one MTH investment
unit, 1.84 MTR investment unit post- Investment Unit Split will be allocated and delivered.
(i)

Number of investment units increased after the Investment Unit Spliti) Outstanding investment units before the Investment Unit Split

1,320,000ii) Investment units increased by the Investment Unit Split

1,320,000iii) Outstanding investment units after the Investment Unit Split

2,640,000iv) Issuable investment units after the Investment Unit Split and the Merger

20,000,000(ii) Effect on MTR's information per unit
The information per unit for the current fiscal year will be as follows, assuming that the Investment Unit Split is executedat the beginning of the current fiscal year.
i) Net asssets per unit

: 60,254 yenii) Profit per unit

: 1,261 yen(6) The money delivered due to the Merger
MTR intends to pay MTH unitholders (the unitholders stated or recorded in the final unitholders’ register on the day before
the effective date of the Merger (excluding MTR, MTH and those MTH unitholders who have demanded the purchase of theirinvestment units pursuant to Article 149-3 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951,
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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as amended; the “Investment Trusts Act”) (excluding those who have withdrawn such demand for purchase) (hereinafterreferred to as the “Unitholders Subject to Allocation”), in lieu of cash distributions for the last business period of MTH which
ends the day before the effective date of the Merger, the money delivered due to the Merger in the form of cash distribution
based on MTH’s distributable income for that same period of an amount (disregarding fractions of a yen) which is the quotientresulting from a division of the amount of MTH’s distributable income on the date before the effective date of the Merger by
the number of issued MTH investment units on that date as reduced by the number of investment units held by unitholders
other than the Unitholders Subject to Allocation. The money delivered due to the Merger will be paid within a reasonable
period from the effective date of the Merger.
(7)

The fiscal year (ended August 31, 2022) of the dissolving corporation (MTH) in the Merger

Business: Management of assets mainly as investments in specified assets as stipulated in the Investment Trust Law

Operating revenues: 2,053 million yen

Profit: 1,144 million yen

Total assets: 110,357 million yen

Total liabilities: 59,212 million yen

Net assets: 51,144 million yen（Reference Information）
Transfer of property
MTR concluded a sales agreement for beneficial interests in trust on the transfer of the property below on July 29, 2022.
Shinbashi Ekimae MTR Building(i) Outline of the transfer
Property to be transferred:
Real estate trust's beneficiary interest
Transfer price:
21,800,000,000 yen (the first: 7,266,666,667 yen, the second: 7,266,666,667 yen,
the third: 7,266,666,666 yen)
(Excluding transfer cost, property taxes, city planning taxes and consumption
taxes)
Gain on transfer:
We are to record gain on sales of real estate of approximately 1.3 billion yen in thefiscal period ending February 2022, 1.3 billion yen in the fiscal period ending
August 2023 and approximately 1.4 billion yen in fiscal period ending February
2024 as operating revenues.
Scheduled date of transfer:
Buyer:
Remarks:

Others:First scheduled date: February 28, 2023, second scheduled date: August 31, 2023,
second scheduled date: February 29, 2024
MORI TRUST CO., LTD.
MTR plans to split the transfer into three parts, creating a trust for a co-ownershipinterest of 1/3 on February 28, 2023, to complete the first part of the transfer,creating an additional trust for a co-ownership interest of 1/3 on August 31, 2023,
to complete the second part of the transfer, and creating an additional trust for aco-ownership interest of 1/3 on February 29, 2024, to complete the third part of
the transfer.
The sales agreement falls under forward commitments, etc., as defined in the
Financial Services Agency's Comprehensive Guidelines for Supervision of
Financial Instruments Business Operators, etc. Only when there is willful or grossnegligence on the part of the seller or the buyer in the Transfer, shall thecounterparty be able to cancel the sales agreement on the grounds of a serious breachof obligations under the sales agreement pertaining to the Transfer involving thecounterparty. When the Transfer is cancelled due to a breach of obligations, thebreaching party shall pay an amount equivalent to 20% of purchase/sales price as apenalty fee to the counterparty.

(ii) Outline of the property to be transferred
Location:
2-8-5 Shimbashi, Minato-ku, Tokyo (displayed address)
Usage:
Retail Facility (Registered types of use: retail, office, storage, and parking)Acreage:
1,069.88 m2 (Registered land area)
Total floor space:
One building：7,820.45 m2 (Registered land area)
Structure:
Steel frame, steel-framed reinforced concrete structure, reinforced concrete
structure flat roof, 8 floors above ground, 2 floors below ground (Registeredstructure)
Construction completion:
April, 1999
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

8

Acquisition of property
MTR concluded a sales agreement for beneficial interests in trust on the acquisition of the property below on July 29, 2022.
Sendai MT Building(i) Outline of the acquisition
Property to be acquired:Real estate trust's beneficiary interest
Land Owned
Building Owned (co-owned interest of 90,845/100,000)
Acquisition price:
15,800,000,000 yen (the first: 5,266,666,667 yen, the second: 5,266,666,667 yen,
the third: 5,266,666,666 yen)
(Excluding purchase overheads and taxes)
Scheduled date of acquisition: First scheduled date: February 28, 2023, second scheduled date: August 31, 2023,
second scheduled date: February 29, 2024
Seller:MORI TRUST CO., LTD.
Remarks:
MTR plans to split the acquisition into three parts, creating a trust for a coownership interest of 90,845/300,000 on February 28, 2023, to complete the firstpart of the acquisition, creating an additional trust for a co-ownership interest of
90,845/300,000 on August 31, 2023, to complete the second part of the acquisition,and creating an additional trust for a co-ownership interest of 90,845/300,000 on
February 29, 2024, to complete the third part of the acquisition.
Others:
The sales agreement falls under forward commitments, etc., as defined in the
Financial Services Agency's Comprehensive Guidelines for Supervision of
Financial Instruments Business Operators, etc. Only when there is willful or grossnegligence on the part of the seller or the buyer in the Acquisition, shall thecounterparty be able to cancel the sales agreement on the grounds of a serious
breach of obligations under the sales agreement pertaining to the Acquisition withthe counterparty. When the Acquisition is cancelled due to a breach of obligations,the breaching party shall pay an amount equivalent to 20% of purchase/sales priceas a penalty fee to the counterparty.

(ii) Outline of property to be acquired
Location:
4-2-3, Tsutsujigaoka, Miyagino-ku, Sendai-shi, Miyagi (displayed address)
Usage:
Office building (Registered types of use: office, retail, and parking)5,020.33 m2 (Land area registered for the entire building lot）
Acreage:
4,491.16 m2 (Land area registered for exclusively owned space to be owned）
Total floor space:
One building: 42,941.53 m2
Reinforced concrete structure flat roof, 18 floors above ground, 2 floors below ground
Structure:(registered structure)
Construction completion:
March 1999
MTR concluded a sales agreement for beneficial interests in trust on the acquisition of the property below on November 22,
2022.
Kamiyacho Trust Tower(i) Outline of the acquisition
Property to be acquired:Real estate trust's beneficiary interest
Land Ownership and land lease rights (site ownership ratio: 5.004429250%)
Building Sectionally owned(i) house number：701(ii)house number：1401 (co-owned interest: Five Tenth) (Note 1)
Acquisition price:
23,700 million yen(Excluding acquisition cost, property taxes, city planning taxes and consumption
taxes)
Scheduled date of acquisition: March 1, 2023
Seller:MORI TRUST CO., LTD.
Others:The Acquisition falls under the category of Forward Commitment, etc.
(denotes postdated Purchase and Sales agreement where the settlement anddelivery of the asset are to take place one month or more after theconclusion of agreement or similar; the same applies hereinafter) as
provided in the Comprehensive Guideline for Supervision of Financial
Instruments Business Operators, etc. set by the Financial Services Agency.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

9

Only when there is wilful or gross negligence on the part of the seller or thebuyer in the Acquisition shall the counterparty be able to cancel thePurchase and Sales Agreement on the grounds of a serious breach ofobligations under the Purchase and Sales Agreement pertaining to theAcquisition by the counterparty. When the Acquisition is cancelled due toa breach of obligations, the breaching party shall pay an amount equivalent
to 20% of purchase/sales price as a penalty fee to the counterparty. MTR
shall fulfill its oblibation to pay the sales price after the Merger only if it
has procured funds necessary for paying the sales price. If MTR is not able
to procure funds necessary for paying the sales price after the Merger, thesales agreement shall become ineffective and MTR shall not have to pay
any damages or compensation or make any payments. MTR therefore
believes that if it is not able to procure funds and implement the forward
commitment, etc., MTR's finances, etc. after the Merger are unlikely to besignificantly affected.
(ii) Outline of property to be acquired
Location:
1-1 Toranomon 4-chome, Minato Ward, Tokyo (displayed address)
Usage:
Office building (Type of registry entry: office) (Note 2)
Acreage:
Site of one building: 16,131.84 m2
Total floor space:
One building: 196,037.12 m2
Exclusive portion owned by MTR: 7,595.44 m2 (Note 3)
Structure:
Steel-framed reinforced concrete, flat roofed/37 stories with 4 basement levels
Construction completion:
March 2020
(Note 1) If the Merger does not become effective by the planned date of acquisition (inclusive of the planned date ofacquisition), MTR shall not have to pay any damages or compensation or make any payments and part of thesales agreement related to the Acquisition will be canceled. Of the Assets for Acquisition above, a co-owned
interest (two-tenths) of (2) house number：1401 (co-owned interest: Five Tenth) will be excluded from the assets
covered by the sales agreement.
(Note 2) The property to be acquired is a mixed-use building including office space, stores, medical facilities, a hotel and residences,
however, the real estate usage is the usage of the section to be acquired (office).
(Note 3) Area is the total area of the exclusively owned space on the 7th and 14th floors of the office section (No. 701 (3,797.72 m2 ) and
No. 1401 (3,797.72 m2 )). The area of the exclusively owned space on the 14th floor multiplied by the co-owned interest (fivetenths) is 1,898.86 m2 .

(vi) Forecasts of performance
The Investment Corporation forecasts that performance in the next fiscal period the fiscal period ending February 28,2023(from October 1, 2022 to February 28, 2023) will be as follows.
Please refer to “Assumptions for Forecasts of Performance for the fiscal period ending February 28, 2023(from October 1,
2022 to February 28, 2023)” below for further details of the assumptions of forecasts of performance.
the fiscal period ending
February 28, 2023
Operating revenues¥7,168 million

Operating income¥3,870 million

Ordinary income¥3,543 million

Profit¥3,450 million

Distribution per unit

¥2,462(Note 1) The above forecasts are based on certain assumptions and information currently available and are not a guarantee of actual
operating revenues, operating income, ordinary income, profit, and distribution per unit, and such may differ according tocircumstances occurring in the future.
(Note 2) It is assumed that the amendment of the Certificate of Incorporation, which change the Calculation period, isapproved in the general meeting of unitholders, and the fiscal period ending February 28, 2023 is an five-month
period from October 1, 2022 to February 28, 2023.
(Note 3) The distributions for the fiscal period ending February 28, 2023 are based on the assumption of internal reserves accumulation.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

10

Assumptions for Forecasts of Performance for the Fiscal Period ending February 28, 2023 (from October 1,
2022 to February 28, 2023)
Item

Assumptions
・ Fiscal period ending February 28, 2023 (October 1 through February 28, 2023, totaling 151 days)*Assuming that the proposal for the amendments of the Certificate of Incorporation to change theCalculation period
operating periods of MTR is approved in the general meeting of unitholders of MTR to be held on
February 1, 2023 and the Merger is effective on March 1, 2023.
・MTR assumes that the partial transfer of Shinbashi Ekimae MTR Building planned for February 28, 2023
as well as the acquisition of Sendai MT Building are reflected in the 16 properties held as of September
Portfolio properties
30, 2022.
・The actual portfolio may change due to the acquisition or disposal/transfer of other properties.
Number of investment ・We assume 1,320,000 investment units issued and outstanding as of September 30, 2022. The number ofunits issued andinvestment issued and outstanding may change, however, for reasons such as the issuance of investment
outstanding
units during the fiscal period.
・Interest-bearing debt amounted to 156,000 million yen as of September 30, 2022.
Interest-bearing debt ・MTR assumes that it will appropriate funds raised through refinancing and the issuance of investment
and refinancing
corporation bonds to repay loans of 11,500 million yen that will fall due during the fiscal period ending
February 28, 2023, and redeem investment corporation bonds of 4,000 million yen.
・Concerning leasing business revenues, we take factors such as tenant movements into consideration.
・We assume that there will be no delayed payment or non-payment by tenants.
・Revenues from the office and retail portions of the Tokyo Shiodome Building will be rental revenues
linked with rents under sublease agreements, based on the assumption of rents under sublease agreements
Operating revenue
that are currently in effect.
・Shinbashi Ekimae MTR Building is assumed to be vacant.
・MTR estimates gains on sales of real estate, etc. of approximately 1,300 million yen due to the partial
transfer of Shinbashi Ekimae MTR Building.
・Concerning fixed property tax, city planning tax, depreciated asset tax, etc. for owned real estate in trust,the portion of the tax amount to be levied that corresponds to the relevant calculation period is recorded
as leasing business expenses. However, the amount equivalent to fixed property tax, city planning tax,
etc. for the fiscal year of acquisition reimbursed to the previous owner at the time of acquisition of thereal estate, etc. is included in the cost of acquisition of the relevant real estate and is thus not recognized
as expenses in the relevant calculation period.
・Concerning repair expenses, the estimated amount required is recorded as expenses. However, the actual
repair expenses may significantly differ from the estimates since (i) an unforeseeable event may cause
damage to a building requiring emergency repair expenditure, (ii) in general, amounts vary according to
the fiscal period, and (iii) certain types of repair and maintenance expenses are not required in every fiscal
Operating expenses
period.
・We estimate property and other taxes of 879 million yen for the fiscal period ending February 28 2023
fiscal period.
・We estimate property management fees of 628 million yen for the fiscal period ending February 28 2023.
・We estimate depreciation of 910 million yen for the fiscal period ending February 28 2023.
・The merger-related expenses of 99 million yen are assumed to be incurred temporarily in connection withthe merger.
・We estimate operations expenses other than leasing business expenses (asset management fees, fees forthe custody of assets, administrative service fees, etc.) of 393 million yen for the fiscal period ending
February 28 2023.
Non-operating
・We estimate non-operating expenses (loan interest, investment corporation bond interest, etc.) of 327
expensesmillion yen for the fiscal period ending February 28 2023.
・Distributions (distribution per unit) are calculated based on the cash distribution policy set out in theInvestment Corporation’s Articles of Incorporation.
・The calculation of distribution assumes that 292 million yen (reserve for reduction entry of 200 million
yen and deferred tax liabilities of 92 million yen associated with the reserve) will be reserved as internal
reserves by applying Special Provisions for Taxation in Cases of Repurchase of Specified Assets to a part
Distributionsof the gain on sale of real estate from the sale of a part of Shinbashi Ekimae MTR Building, which is
expected to accrue in the fiscal period ending February 28, 2023.
・Distributions per unit may change due to a variety of factors, including changes in the assets underinvestment and changes in rental income as a result of changes in tenants, the occurrence of unforeseen
repairs, fluctuation in the number of issued investment units and financing.
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

11

Distributions in excess ・We currently have no plans to pay cash distributions in excess of earnings (distributions in excess ofof earnings per unit
earnings per unit).
・Our forecasts assume no revisions that impact on the above projections will be made to laws andOthersregulations, tax systems, accounting standards, securities listing regulations and the rules of The
Investment Trusts Association, Japan, or others.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

124. FINANCIAL STATEMENTS(1) Balance Sheets
Thousands of yen
As of March 31, 2022

As of September 30, 2022

AssetsCurrent assets
Cash and deposits
Cash and deposits in trust
Operating accounts receivable
Accounts receivable - otherPrepaid expenses
Other

14,680,828
3,197,268
41,862
1,334
47,914
9,296

16,534,395
3,089,760
77,534
86,346
15,449Total current assets

17,978,504

19,803,486

Non-current assets
Property, plant and equipment
Buildings

34,980,281

35,007,630

Accumulated depreciation(17,770,794)(18,237,032)

Buildings, net

17,209,486

16,770,597

Structures
Accumulated depreciation

443,976(412,958)

443,976(413,582)

31,01730,393

153,655(125,012)

153,655(127,417)

Machinery and equipment, net

28,642

26,237

Tools, furniture and fixtures
Accumulated depreciation

109,138(85,331)111,307(87,823)

Structures, net
Machinery and equipment
Accumulated depreciation

23,80723,483Land
Buildings in trust
Accumulated depreciation

Tools, furniture and fixtures, net

114,585,335
33,902,566(12,761,396)

114,585,335
33,964,244(13,395,018)

Buildings in trust, net

21,141,169

20,569,225

Structures in trust

187,292

187,293

Accumulated depreciation(111,516)(116,015)

Structures in trust, net

75,77571,277

Machinery and equipment in trust
Accumulated depreciation

61,690(6,234)66,552(8,450)Machinery and equipment in trust, net

55,456

58,102Tools, furniture and fixtures in trust
Accumulated depreciation

102,316(65,339)

102,790(69,394)

Tools, furniture and fixtures in trust, net

36,97633,395Land in trust

153,797,970

153,798,827

Total property, plant and equipment

306,985,638

305,966,876

Intangible assets
Other

240

240

Total intangible assets

240

240

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

13

Thousands of yen
As of March 31, 2022

Investments and other assets
Guarantee deposits
Long-term prepaid expenses
Other

10,00038,9682,815

Total investments and other assets
Total non-current assets
Deferred assets
Investment corporation bond issuance costs
Total deferred assets

As of September 30, 2022

10,00066,825
2,815

51,78379,640307,037,662

306,046,756

55,401

58,98455,401

58,984

325,071,568

325,909,227

242,061
6,000,000

307,7096,000,000

Current portion of investment corporation bonds
Current portion of long-term loans payable
Accounts payable – otherAccrued expenses
Dividends payable
Income taxes payable
Accrued consumption taxes
Advances received
Deposits received

4,000,000
25,500,000
110,421429,156
7,185
879
108,676
913,270916

4,000,000
18,000,000
58,604430,289
8,073
867
233,884
809,224
322

Total assets
Liabilities
Current liabilities
Operating accounts payable
Short-term loans payable

Total current liabilities

37,312,567

29,848,976

Non-current liabilities
Investment corporation bonds
Long-term loans payable
Tenant leasehold and security deposits
Tenant leasehold and security deposits in trust
Deferred tax liabilities

9,000,000
109,500,000
7,565,023
932,717803,422

11,000,000
117,000,000
7,555,628
918,125
514,820

Total non-current liabilities

127,801,163

136,988,574

Total liabilities

165,113,730

166,837,550

153,990,040

153,990,040

1,430,418

1,750,398

1,430,418

1,750,398

Unappropriated retained earnings

4,537,379

3,331,238

Total surplus

5,967,798

5,081,637

Net assets
Unitholders' equity
Unitholders' capital
Surplus
Voluntary retained earnings
Reserve for reduction entry
Total voluntary retained earnings

Total unitholders' equity
Total net assets
Total liabilities and net assets

159,957,838

159,071,677

159,957,838

159,071,677

325,071,568

325,909,227

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

14

(2) Statement of income
For the six-month period ended April 1, 2022 and September 30, 2022
Thousands of yen
For the period
from April 1, 2022
to September 30, 2022

For the period
from October 1, 2021
to March 31, 2022
Operating revenue
Lease business revenue
Other lease business revenue

6,739,063

6,603,932

Gain on sale of investment property

337,252
1,452,077

298,407-

Total operating revenue

8,528,392

6,902,340

Other operating expenses

3,025,005
329,091
13,10245,8693,600
69,376

3,057,896
307,505
12,98745,0763,600
46,950Total operating expenses

3,486,044

3,474,016

5,042,348

3,428,323

Operating expenses
Expenses related to rent business
Asset management fee
Asset custody fee
Administrative service fees
Directors' compensations

Operating income
Non-operating income
Interest income
Reversal of dividends payable

104

90

Interest on refund

753
110

845
-

Total non-operating income

969

936

325,041
22,833345,823
27,158

8,933

8,874

1,374

3,886

Non-operating expenses
Interest expenses
Interest expenses on investment corporation bonds
Amortization of investment corporation bondissuance costs
otherTotal non-operating expenses

358,184

385,741

Ordinary income

4,685,132

3,043,518

Profit before income taxes

4,685,132

3,043,518

895

881

Income taxes - current
Income taxes - deferred

146,858(288,601)

Total income taxes

147,753(287,720)

Profit

4,537,379

3,331,238

Unappropriated retained earnings

4,537,379

3,331,238

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

15

(3) Statement of changes in Net Assets
For the six-month period ended October 1, 2021 and March 31, 2022
Thousands of yen
Unitholders' equity
Surplus
Unitholders'
capitalBalance at beginning ofcurrent period
Changes of items during
periodProvision of reserve for
reduction entry
Reversal of reserve for
reduction entry

Total unitholders' Total net assets
equityVoluntary retained earnings

UnappropriatedReserve for
Total voluntary retained earnings
reduction entry retained earnings (undisposed loss)

153,990,040

Total surplus

1,074,447

1,074,447

5,041,970

6,116,418

160,106,458

160,106,458

490,085

490,085(490,085)---(134,114)(134,114)

134,114---

Dividends of surplus(4,686,000)(4,686,000)(4,686,000)(4,686,000)

Profit

4,537,379

4,537,379

4,537,379

4,537,379

Total changes of items
during period-

355,970

355,970(504,591)(148,620)(148,620)(148,620)

Balance at end of current
period153,990,040

1,430,418

1,430,418

4,537,379

5,967,798

159,957,838

159,957,838

The accompanying notes form an integral part of these financial statements.

For the six-month period ended April 1, 2022 and September 30, 2022
Thousands of yen
Unitholders' equity
Surplus

Balance at beginning ofcurrent period
Changes of items during
periodProvision of reserve for
reduction entry
Reversal of reserve for
reduction entry

Total unitholders' Total net assets
equityVoluntary retained earnings

Unitholders'
capitalUnappropriatedReserve for
Total voluntary retained earnings
reduction entry retained earnings (undisposed loss)

153,990,040

Total surplus

1,430,418

1,430,418

4,537,379

5,967,798

159,957,838

159,957,838

454,094454,094(454,094)---(134,114)(134,114)

134,114---

Dividends of surplus(4,217,400)(4,217,400)(4,217,400)(4,217,400)

Profit3,331,238

3,331,238

3,331,238

3,331,238

Total changes of items
during period-

319,979

319,979(1,206,140)(886,161)(886,161)(886,161)

Balance at end of current
period153,990,040

1,750,398

1,750,398

3,331,238

5,081,637

159,071,677

159,071,677

The accompanying notes form an integral part of these financial statements.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

16

(4) Statement of Cash Distributions
For the six-month period ended April 1,2022 to September 30,2022
Unit: yen
The Fiscal Period ended
March 31, 2022
(October 1, 2021 to March 31, 2022)

The Fiscal Period ended
September 30, 2022
(April 1, 2022 to September 30, 2022)

4,537,379,582

3,331,238,876

134,114,736
4,217,400,000(3,195)

628,761,124
3,960,000,000(3,000)454,094,318-

I. Unappropriated retained earnings
Ⅱ. Reversal of voluntary retained earnings
Reversal of reserve for reduction entry
Ⅲ. Distribution amount(Distribution amount per unit)
Ⅳ. Voluntary retained earnings
Provision of reserve for reduction entry
Ⅴ. Retained earnings carried forward
Calculation method of distribution amountIn accordance with Paragraph 1,
Article 29 of the Investment
Corporation’s Articles of Incorporation,
MTR decided to distribute the totalbalance of unappropriated retained
earnings after adding the reversal of thereserve for reduction entry under Article66-2 of the Act on Special Measures
Concerning Taxation and deducting
provision of the reserve for reduction
entry under Article 65-7 of the Act on
Special Measures Concerning Taxation,
the amount of which is 4,217,400,000
yen.

In addition, MTR does not
distribute dividends in excess ofaccounting profit as set forth inParagraph 2, Article 29 of theInvestment Corporation’s Articles
of Incorporation.

In accordance with Paragraph 1,
Article 29 of the Investment
Corporation’s Articles of Incorporation,
MTR decided to distribute the totalbalance of unappropriated retained
earnings after adding the reversal of thereserve for reduction entry under Article66-2 of the Act on Special Measures
Concerning Taxation , the amount of
which is 3,960,000,000 yen.

In addition, MTR does not
distribute dividends in excess ofaccounting profit as set forth inParagraph 2, Article 29 of theInvestment Corporation’s Articles
of Incorporation.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

17

(5) Statement of cash flows
For the six-month period ended March 31, 2022 and September 30, 2022
Thousands of yen
For the period
from April 1, 2022
to September 30, 2022

For the period
from October 1, 2021
to March 31, 2022
Cash flows from operating activities
Profit before income taxes
Depreciation

4,685,132
1,125,735

3,043,518
1,116,153

8,933

8,874

Other, net(104)347,875(522)(80,181)
99,050(86,145)
12,520,098(106,676)(90)
372,981(35,671)(10,983)
125,207(104,045)(89,768)

Subtotal

18,513,195

4,426,175

Interest income received
Interest expenses paid
Income taxes paid

104
(346,685)(622)

90(353,781)(892)

Net cash provided by operating activities

18,165,991

4,071,591(34,126)(14,344,757)(2,385,217)
326,611(69,009)(80,198)(90,166)
160,283(16,369)(25,275)

5,120

7,804

393

-

(16,448,345)(96,562)

Payments for investment corporation bond issuance costs
Dividends paid

14,500,000(14,500,000)
2,000,000(3,000,000)(15,558)(4,687,104)

17,000,000(17,000,000)
2,000,000(12,457)(4,216,512)(2,228,969)

Amortization of investment corporation bond issuance
costs
Interest income
Interest expenses
Decrease (Increase) in operating accounts receivable
Increase (Decrease) in operating accounts payable
Increase (Decrease) in accrued consumption taxes
Increase (Decrease) in advances received
Decrease due to sale of investment property

Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of property, plant and equipment in trust
Repayments of tenant leasehold and security deposits
Proceeds from tenant leasehold and security deposits
Repayments of tenant leasehold and security deposits intrust
Proceeds from tenant leasehold and security deposits in
trust
Other
Net cash used in investing activities
Cash flows from financing activities
Proceeds from long-term loans payable
Repayments of long-term loans payable
Proceeds from issuance of investment corporation bonds
Redemption of investment corporation bonds

Net cash used in financing activities(5,072,662)

Net increase (decrease) in cash and cash equivalents(3,985,015)

1,746,059

Cash and cash equivalents at beginning of period

21,863,112

17,878,096

Cash and cash equivalents at end of period

17,878,096

19,624,156

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

18

5. Reference Information(1) Composition of assets
As of March 31, 2022
type

Real
property

RegionTotal of net
book value (Note 1)(Millions of yen)

As of September 30, 2022

Ratio tototal assets(Note 2) (%)

Total of net
book value (Note 1)(Millions of yen)

Ratio tototal assets(Note 2) (%)

Central Tokyo (Note 3)

108,33833.3

108,049

33.2

Other (Note 4)

23,5407.2

23,386

7.2

Central Tokyo (Note 3)

140,75243.3

140,410

43.1

Other (Note 4)

34,355

10.6

34,11910.5

Subtotal

306,985

94.4

305,966

93.9

18,085

5.6

19,942

6.1

325,071

100.0

325,909

100.0

Trust

Other assets
Total(Note 1) “Total of net book value” is based on the amounts presented in the balance sheets (book value after depreciation for real estate and real estate in trust) as ofthe settlement date.
(Note 2) “Ratio to total assets” is rounded to the first decimal place.
(Note 3) “Central Tokyo” referrers to Chiyoda, Chuo, Minato, Shinagawa, Shibuya and Shinjuku Wards.
(Note 4) “Other” refers to greater Tokyo (Kanagawa, Chiba and Saitama Prefectures, and the Tokyo Metropolitan Area excluding central Tokyo) and other major
regional cities.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

19

(2) Investment Assets
The total number of real estate properties held by MTR and real estate properties in trust associated with the real estate trust’s beneficiaryrights held by MTR as of September 30, 2022 was 16, and all such real estate is leased by MTR or trust fiduciaries based on trust contracts
in the case of real estate in trust.
(i) List of details of real estate and real estate in trust
The overview of real estate held by MTR and real estate trust’s beneficiary rights and real estate in trust, properties in trust subject to suchrights, as of September 30, 2022 is as follows (real estate, real estate trust’s beneficiary rights and real estate in trust, properties in trust
subject to such rights, are hereinafter individually or collectively referred to as the “Portfolio”).
Overview of the Portfolio
Property nameArea
(Note 1)

Location（Parcel number）(Note 1)

Land（㎡）

Building（㎡）Structure(Note 2)
/number offloors(Note 1)

Ownership form
Land Building

SRC・RC・S
Owned Owned
B4/37FTokyo Shiodome Building(Note 3)

1-12-1 Higashishinbashi, Minato-ku, Tokyo

17,847.73

191,394.06

ON Building (Note 4) (Note 5)5-746-1 Kitashinagawa,Tokyo, etc.

10,850.67

32,812.27

S・SRC
B2/21F

Owned Owned

Kioicho Building (Note 5) (Note 6)

3-3 Kioicho, Chiyoda-ku, Tokyo, etc.

9,291.93

63,535.55

SRC・S
B4/26F

Owned Owned

Kamiyacho Trust Tower (Note 5)(Note 7)

4-24-6 Toranomon, Minato-ku, Tokyo, etc.

16,131.84

196,037.12

S・RC
B4/37F

Owned Owned

Osaki MT Building (Note 4)5-689-2 Kitashinagawa,Tokyo, etc.

13,852.74

26,980.68

Midosuji MTR Building (Note 5)

3-43-5 Awajimachi, Chuo-ku, Osaka City

1,560.98

15,129.16

Hiroo MTR Building (Note 5)

2-91-1, Ebisu, Shibuya-ku, Tokyo

1,671.79

6,709.80

Tenjin Prime (Note 5)

2-138 Tenjin, Chuo-ku, Fukuoka City, etc.

1,110.73

7,722.04

2,671.11

A-Wing：
11,636.35
B-Wing：13,550.87
Total：25,187.22

Shinagawa-ku,

Shinagawa-ku,

Kohoku-ku,

S・SRC
B3/14F
S・SRC
B2/13F
SRC
B1/7F
S・RC
B1/12F
A-Wing：SRC
B1/9F
B-Wing：S・SRC
B1/16F
S・SRC
B2/9F
S・SRC・RC
B2/8F
S
5F

Owned Owned
Owned Owned
Owned Owned
Owned Owned

Shin-Yokohama TECH Building(Note 8)3-9-1
Shinyokohama,
Yokohama City, etc.

SHIBUYA FLAG (Note 5)

81-11 Udagawacho, Shibuya-ku, Tokyo,
etc.

1,026.44

7,766.49

Shinbashi Ekimae MTR Building

2-28-2 Shinbashi, Minato-ku, Tokyo, etc.

1,069.88

7,820.45

Ito-Yokado Shonandai

6-2-1 Ishikawa, Fujisawa City, Kanagawa
Prefecture

35,209.93

53,393.66

Kohnan Sagamihara-Nishihashimoto

5-4-4
Nishihashimoto,
Sagamihara City

19,878.57

40,283.77

S
5F

Owned Owned

Frespo Inage (Note 5)731-17 Naganumaharacho, Inage-ku, Chiba
City

39,556.71

－

－

Owned

Midori-ku,

Owned Owned

Owned Owned
Owned Owned
Owned Owned

－

SRC・S
Owned Owned
B2/35F
RC
Park Lane Plaza
2-30-6 Jingumae, Shibuya-ku, Tokyo
1,702.95
5,246.78
Owned Owned
B1/7F(Note 1) “Location (Parcel number)”, “Area” and “Structure/number of floors” present the details stated in real estate registries.
(Note 2) In “Structure”, “SRC” means steel-framed reinforced concrete construction, “RC” means reinforced construction and “S” means steel construction.
(Note 3) The land area of the Tokyo Shiodome Building is the area of land jointly owned by MTR, and it includes the area of co-owned interest jointly owned by
MTR with other co-owners. In the relevant land, MTR’s co-owned interest is a ratio of 375,178/1,000,000. Moreover, the Tokyo Shiodome Building is aco-owned building, and the floor area of 71,806.84m2 is calculated by multiplying MTR’s co-owned interest (ratio of 375,178/1,000,000) by the total floor
space.
(Note 4) The land area of the ON Building is the total area (10,850.67m2) of the 3 sections of land in which trust fiduciaries for whom MTR is the sole trust
beneficiary own a co-owned interest, and the trust fiduciaries own a co-owned interest of 840,139/1,000,000. The co-owned interest other than the one
owned by the trust fiduciaries is owned by MTR as the site of the Osaki MT Building. As a result, the 3 sections of land in question (total area of 10,850.67m2)
are stated separately as part of the land area of the Osaki MT Building and the land area of the ON Building. Moreover, the land area of the Osaki MT
Building is the total area of all the 17 sections of land that MTR owns or jointly owns, which includes the co-owned interest of other co-owners. Of all the
17 sections of land in question, 13 sections of land (total area of 2,880.79m2) are solely owned by MTR. As for one section of land (area of 121.28m2),
MTR owns a co-owned interest of 1/5 and, as for the 3 sections of land (total area of 10,850.67m2), MTR owns a co-owned interest of 159,861/1,000,000.
In addition, the Osaki MT Building is a co-owned building, and the floor area of 24,495.21m2 is calculated by multiplying MTR’s co-owned interest (ratioof 907,880/1,000,000) by the total floor space.
(Note 5) Of the 16 properties listed above, the ON Building, the Kioicho Building, Kamiyacho Trust Tower, the Midosuji MTR Building, Hiroo MTR Building,Tenjin Prime, SHIBUYA FLAG, Frespo Inage and Hotel Okura Kobe have been categorized as real estate in trust, and the other 7 properties have been
categorized as real estate. In addition, real estate in trust associated with Frespo Inage is only land, and the building is not included.
Hotel Okura Kobe (Note 5)48-1 Hatobacho, Chuo-ku, Kobe City, etc.

30,944.44

72,246.86

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

20

(Note 6) The land area of the Kioicho Building is the total area of the 8 sections of land, the site of the relevant building, and it includes the interest of other owners(partial ownership). Of the 8 sections of land in question, 5 sections of land (total area of 7,433.52m2) are solely owned by a trust fiduciary for whom MTR
is the sole trust beneficiary. MTR has acquired sectional ownership of the Kioicho Building. The total floor space stated is the total floor space for the
portion of one building that represents the sectional ownership. The exclusive portion of the floor space owned by a fiduciary of the trust in which MTR is
the sole beneficiary is 24,598.85 m2.
(Note 7) The land area of Kamiyacho Trust Tower is the total of 14 plots comprising the site of the building, including leased land. The building of Kamiyacho
Trust Tower is sectionally owned and the building area indicated is the total floor area of one building. The floor area for exclusive use owned by the trust
fiduciary having MTR as the only trust beneficiary is 7,595.44 m2.
(Note 8) Shin-Yokohama TECH Building is real estate that is comprised of two buildings, A-Wing and B-Wing, and the site for the buildings.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

21

Categories, prices and investment ratios of the Portfolio

RegionUse(Note 1)

Officebuilding

CentralTokyo

RetailfacilityBook
DirectDiscounted cash
End-ofreduction
flow
value atAcquisition
periodthe endmethod(DCF) method
Priceappraisalofvalue
Property name(Note 2)
fiscal(Millions of(Note 3)
Discount Terminal
periodCap rateyen)(Millions ofrate
cap rate(Millionsyen)of yen)82,539
Tokyo Shiodome Building
74.824
81,400
3.2%
3.1%
3.2%
(Note 5)

Other

Japan Real Estate
Institute

12.3%

36,2003.3%

3.0%

Kioicho Building

34,30032,93838,3003.1%

2.9%

Kamiyacho Trust Tower

27,960(Note 6)27,93432,3002.5%

2.4%

Osaki MT Building

14,386(Note 7)

12,886

17,800

3.2%

2.9%

3.3%

Japan Real Estate
Institute

4.4%

Hiroo MTR Building

8,100

8,329

8,420

3.6%

3.4%

3.8%

Daiwa Real EstateAppraisal Co.,
Ltd.

2.5%

Subtotal

207,185

195,725

214,420SHIBUYA FLAG

32,04032,39540,700

3.2%

3.0%

3.4%

Japan Real Estate
Institute

9.9%

18,00017,24021,800

3.6%

3.4%

3.8%

Chuo-Nittochi
Solutions Co., Ltd.

5.5%

50,04049,63662,500－15.4%

Chuo-Nittochi
3.0%
Solutions Co., Ltd.

1.0%

EkimaeMTR

Daiwa Real EstateAppraisal Co.,Ltd.
Daiwa Real Estate
2.6%
Appraisal Co.,
Ltd.
3.3%

3.3%

4.0%

10.6%
8.6%

63.8%

－

Park Lane Plaza

3,200

3,097

4,250

Subtotal

3,200

3,097

4,250

－

1.0%

260,425

248,459

281,170

－

80.2%
3.1%

Midosuji MTR Building

10,1709,871

11,100

3.5%

3.3%

Daiwa Real Estate
3.7%
Appraisal Co.,Ltd.

Tenjin Prime

7,050(Note 8)

6,659

9,910

3.6%

3.4%

3.7%

Japan Real Estate
Institute

2.2%

Shin-Yokohama
TECH Building

6,900

6,653

8,280

4.5%

4.3%

4.8%

Chuo-Nittochi
Solutions Co., Ltd.

2.1%

Subtotal

24,12023,18529,290

Ito-Yokado Shonandai

11,6009,663

11,700

5.3%

5.0%

5.5%

Japan Real Estate
Institute

3.6%

Kohnan SagamiharaNishihashimoto

7,460

7,069

8,330

5.3%

5.0%

5.5%

Japan Real Estate
Institute

2.3%

Frespo Inage

2,100(Note 9)

2,193

2,610

－
(Note 10)

7.9%

－ Japan Real Estate
Institute(Note 11)0.6%

Subtotal

21,16018,926

22,640Hotel Okura Kobe

19,00015,395

16,900Subtotal

19,00015,395

16,900－5.9%

Subtotal

64,28057,506

68,830

－

19.8%

Total

324,705

305,966

350,000－

100.0%

7.4%

－

Other
Retailfacility

25.4%

38,812

Subtotal

Officebuilding

Rich Appraisal
Institute K.K.

39,900Subtotal
Other

Investment
ratio(Note 4)

ON Building

Shinbashi
Building

3.4%

Appraiser

6.5%

－
4.9%

4.7%

5.0%

Rich Appraisal
Institute K.K.

5.9%

(Note 1) The attribution of properties that have more than one use is judged based on their main use. The Tokyo Shiodome Building, the Kamiyacho Trust Tower
and the Kioicho Building are categorized as “Office building”, which is the main use of the buildings, and SHIBUYA FLAG is categorized as “Retailfacility”, which is the main use of the building. The same applies thereafter.
(Note 2) The “Acquisition price” stated is the amount (sales prices stated in sales contracts, etc.) that does not include various expenses (sales commission charges,

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

22

property and other taxes, etc.) that were incurred when the relevant Portfolio was acquired. The same applies thereafter.
(Note 3) The “End-of-period appraisal value” stated is the value that was calculated based on the capitalization method (based on the price as of September 30,2022) by real estate appraisers in accordance with MTR’s rules and the Investment Corporation Calculation Rules (Cabinet Office Ordinance No. 47, 2006;
including revisions thereafter).
(Note 4) The “Investment ratio” is the ratio of the acquisition prices of each asset against the total acquisition price of the Portfolio, and is rounded to the firstdecimal place.
(Note 5) The acquisition price of Tokyo Shiodome Building indicated is equivalent to 37.5178% of the co-ownership interest held by MTR as of September 30,
2022, out of ¥110,000 million, which is the acquisition price of 50% of the co-ownership interest of the property concerned, due to the sale of 6.2411% coownership interest on July 1, 2021, and the sale of 6.2411% co-ownership interest on October 1, 2021.
(Note 6) The acquisition price of the Kamiyacho Trust Tower stated is the total amount of the acquisition prices on July 1, 2021 (13,980 million yen), October 1,
2021 (13,980 million yen).
(Note 7) The acquisition price of the Osaki MT Building stated is the total amount of the acquisition prices on March 31, 2005 (7,870 million yen), October 28,
2005 (5,656 million yen) and January 30, 2015 (860 million yen).
(Note 8) The acquisition price of the Tenjin Prime stated is the total amount of the acquisition prices on July 12, 2012 (6,940 million yen), December 1, 2021 (110
million yen).
(Note 9) The acquisition price of Frespo Inage stated is the amount equivalent to 50% of 4,200 million yen, the acquisition price of the entire property in question,
because 50% of the land in trust was transferred on February 29, 2012.
(Note 10) The direct capitalization method is not adopted for Frespo Inage.
(Note 11) The terminal cap rate of Frespo Inage has not been stipulated.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

23

(ii) Details of the situation of leasing of the Portfolio
The situation of leasing of the Portfolio held by MTR as of September 30, 2022 is as follows.
Of the Portfolio held by MTR, the property in the Portfolio whose rental revenues account for 10% of the total rental revenuesof the entire Portfolio or higher in the fiscal period ended September 30, 2022 (six months from April 1, 2022 to September 30,2022) is 4 properties, Tokyo Shiodome Building, ON Building, Kioicho Building and SHIBUYA FLAG.
Situation of leasing of the Portfolio
RegionRentalrevenues(Note 1)
(Millions of yen)

Ratio tototal rental
revenues
ratio(Note 2)

Rentablearea(Note 3)(㎡)

Rent
area
(Note 4)(㎡)

916

13.3%

71,806.84

71,806.84

１(14)(Note 6)(Note 6)

20,654.60

20,654.60

1

1,055

15.3%

24,748.48

23,378.00

38(70)

Kamiyacho Trust Tower (Note 8)

536

7.8%

7,702.54

7,702.54

１(７)

Osaki MT Building (Note 9)

357

5.2%

24,495.21

24,495.21

１(13)

Hiroo MTR Building (Note 10)

182

2.6%

4,946.36

4,946.36

９(Note 6)(Note 6)

5,983.86

5,983.86

3

0

0.0%

8,055.00

0.00

０Park Lane Plaza (Note 11)

110

1.6%

4,443.03

4,302.33

17

Midosuji MTR Building (Note 12)

315

4.6%

15,129.16

15,129.16

１(31)

Tenjin Prime (Note 10)

256

3.7%

5,990.40

5,990.40

13

Shin-Yokohama TECH Building

252

3.7%

18,117.03

12,982.00

17

Ito-Yokado Shonandai

375

5.4%

53,393.66

53,393.66

１(Note 6)(Note 6)40,283.77

40,283.77

１Frespo Inage

123

1.8%

39,556.71

39,556.71

１

Hotel Okura Kobe

627

9.1%

72,246.86

72,246.86

１

Use

Property nameTokyo Shiodome Building(Note 5)
ON Building

Officebuilding

Central Tokyo

SHIBUYA FLAG (Note 10)

RetailFacility

Shinbashi Ekimae MTR Building

Other

Officebuilding

Other
Retailfacility

Other

Kioicho Building (Note 7)

KohnanNishihashimoto

Sagamihara-

Total numberoftenants

106(199)(Note 1) “Rental revenues” stated are rental revenues (rent, common charges, other rental revenues, etc.) for the fiscal period ended September 30, 2022 fiscal
period.
(Note 2) The “Ratio to total rental revenues” is rounded to the first decimal place.
(Note 3) The “Rentable area” includes a rentable area that is able to be used for use other than the main use in question (offices, stores, warehouses, etc.), in addition
to the rentable area that is able to be used for leasing, the main use of the Portfolio, and the “Rentable area” stated is the total area of the areas as describedabove (including common areas, etc. that are leased). The area of the Tokyo Shiodome Building stated is the area calculated by multiplying MTR’s coowned interest (375,178/1,000,000) by the total rentable area of the building (191,394.06m2). In addition, the area of the Osaki MT Building stated is thearea calculated by multiplying MTR’s co-owned interest (907,880/1,000,000) by the total rentable area of the building (26,980.68m2).
(Note 4) The “Rent area” stated is the area that includes the rentable area and the area for which lease contracts are actually concluded and the property is leased.
The area of the Tokyo Shiodome Building stated is the area calculated by multiplying MTR’s co-owned interest (375,178/1,000,000) by the total rent areaof the building (191,394.06m2). In addition, the area of the Osaki MT Building stated is the area calculated by multiplying MTR’s co-owned interest(907,880/1,000,000) by the total rent area of the building (26,980.68m2).
(Note 5) A master lease agreement, under which rent income is linked to rents under sublease agreements, is used for the office and store sections, and a master
lease agreement specifying a fixed rent is used for the hotel section of Tokyo Shiodome Building. The numbers in parentheses of the total number of tenantsof the property represent the total number of tenants based on sublease agreements for the office and store section and that based on the master leaseagreement for the hotel section.
(Note 6) The “Rental revenues” and the “Ratio to total rental revenues” of the ON Building, SHIBUYA FLAG and Kohnan Sagamihara-Nishihashimoto are notdisclosed because the agreements of the tenants about disclosing rents have not been able to be obtained.
(Note 7) Regarding the office portion of the Kioicho Building, MTR leases the office portion of the Kioicho Building from a fiduciary trust company under amaster lease agreement and subleases it to tenants. Regarding the residential portion, the agreement used is the master lease pass-through model. The total
number of tenants of the relevant properties stated above is that under the sublease agreement for the office portion and the master lease agreement for the
residential portion. The figure in brackets for the total number of tenants is the total number of tenants based on the sublease agreements of the office andresidential portions of the building.
Total (Note 13)

6,902

100.0%

417,553.51

402,852.30

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

24

(Note 8) A master lease agreement, under which rent income is linked to rents for joint management units, is used for Kamiyacho Trust Tower, and the number inparentheses of the total number of tenants of the property is the total number of tenants of the joint management units. Joint management is the system inwhich 25 floors from the sixth to the 30th floors are designated as joint management units, each unit owner signs a lease agreement with Mori Trust Co.,
Ltd., designating the unit owner as the lessor and Mori Trust Co., Ltd. as the lessee, and the lessee subleases each floor as a joint management unit. The
lessee distributes the total income generated from these joint management units according to interest ratios based on the exclusively owned area owned byeach unit owner.
(Note 9) A master lease agreement under which rent income is linked to rents under a sublease agreement has been concluded for the Osaki MT Building. The
figure in brackets for the total number of tenants of the building is the total number of tenants based on the sublease agreements.
(Note 10) MTR leases the land and building of Hiroo MTR Building, SHIBUYA FLAG and Tenjin Prime from a fiduciary trust company under a master leaseagreement and subleases it to tenants. The total number of tenants of the above properties is that under the sublease agreements.
(Note 11) At Park Lane Plaza, if lease contracts for more than one residential unit are concluded with one tenant, the number of residential units is counted as thenumber of tenants.
(Note 12) The agreement used for the Midosuji MTR Building is the master lease pass-through model. The figure in brackets for the number of tenants of thebuilding is the total number of tenants based on the sublease agreements.
(Note 13) The numbers in parentheses of the total number of tenants represent the total numbers of tenants based on sublease agreements for Kioicho Building,
Osaki MT Building, and Midosuji MTR Building and the overall number of tenants in all joint management units for Kamiyacho Trust Tower. The total
number of tenants in Tokyo Shiodome Building represents that based on Note 5.

Occupancy rate of the Portfolio
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

25

2022
RegionUse

Officebuilding

Property nameOther

End ofSep.

End ofMar.

End ofSep.

End ofMar.

End ofSep.

End of
Mar.

Tokyo Shiodome Building(Note 2)

100.0

100.0

100.0

100.0

100.0

100.0

100.0

ON Building

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

94.5
(92.6)
100.0(99.3)
100.0(95.6)

96.3(95.6)
100.0(99.3)
100.0(95.2)

89.7(89.7)
100.0(97.3)
100.0(85.8)

90.8(89.5)

99.9(98.7)

99.9(98.7)

99.9(98.5)

99.9(99.9)

99.9(99.9)

99.9(98.7)

－

－

－

－

－

－

－

100.0
(85.0)

100.0(99.1)

100.0(97.8)

100.0(91.8)

100.0(91.8)

100.0(100.0)100.0(92.7)

100.0

87.5

87.5

100.0

100.0

100.0

100.0

100.0

84.2

99.5

99.1
(84.8)

99.0(82.8)

98.0(75.1)

98.7(97.1)

99.9(99.7)

99.9(99.6)

99.9(99.0)

99.9(99.3)

99.5(99.5)

99.9(99.1)

100.0

100.0

92.2

92.2

100.0

100.0

100.0

100.0

100.0

100.0

0.0

0.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

Subtotal

42.6

42.6

96.7

96.7

100.0

100.0

100.0

100.0

100.0

100.0

Park Lane Plaza

96.8

100.0

100.0

95.9

100.0

92.9

95.9

100.0

100.0

96.8

Kioicho Building (Note 3)
Kamiyacho Trust Tower(Note 4)

SHIBUYA FLAG (Note 6)
Shinbashi
Building

Ekimae

MTR

96.8

100.0

100.0

95.9

100.0

92.9

95.9

100.0

100.0

96.8

94.5
(80.8)
100.0(96.4)

94.4(79.2)
100.0(100.0)98.0(78.1)
100.0(100.0)98.5(97.0)
100.0(95.6)

99.9(99.7)
100.0(98.4)

99.8(99.5)
100.0(100.0)99.9(99.0)
100.0(100.0)99.9(99.3)
100.0(100.0)99.6(99.5)
100.0(96.4)

99.9(99.2)
100.0(100.0)Tenjin Prime (Note 6)

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

89.1

100.0

Shin-Yokohama
TECH Building

71.7

59.9

100.0

100.0

100.0

100.0

100.0

98.7

98.7

95.7

86.9
(83.9)

81.4(78.7)

100.0(100.0)100.0(98.7)

100.0(99.5)

100.0(100.0)100.0(100.0)99.4(99.3)

97.7(96.3)

98.0(97.7)

Ito-Yokado Shonandai

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

Kohnan SagamiharaNishihashimoto

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

Frespo Inage

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

Subtotal

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

100.0

Subtotal (Note 7)
Midosuji(Note 8)MTR

Building

Subtotal (Note 7)
Other

Retailfacility

Other

2018

End ofMar.

Subtotal

Officebuilding

2019

End ofSep.
100.0(53.5)

Hiroo MTR Building(Note 6)
Subtotal(Note 7)Retailfacility2020

End ofMar.
100.0(61.3)

Osaki MT Building(Note 5)
Central
Tokyo

2021

End ofSep.
100.0(66.5)

Hotel Okura Kobe
Subtotal

97.9
97.0
100.0
100.0
100.0
100.0
100.0
99.9
99.6
99.7
Subtotal (Note 7)(97.7)(96.9) (100.0)(99.8)(99.9) (100.0) (100.0)(99.9)(99.5)(99.7)
99.1
99.9
96.5
96.0
99.3
99.9
99.9
99.9
99.6
99.8
Total (Note 7)(91.9)(99.9)(91.6)(90.5)(98.6)(99.8)(99.6)(99.7)(99.5)(99.5)(Note 1) The “Occupancy rate” is rounded to the first decimal place. The occupancy rate stated for each Portfolio is the percentage of the total rented area out of
the total rentable area. The subtotal of the occupancy rate for each category (or the total occupancy rate of the entire Portfolio) is the percentage of thesubtotal (or the total) rented area out of the subtotal (or the total) rentable area. The subtotal and total occupancy rates stated are the rates based on the
Portfolio held by MTR as of the end of each fiscal period. If the result of rounding is 100.0%, however, the rate is indicated as 99.9% by rounding down thesecond decimal place to the nearest first decimal place.
(Note 2) A master lease agreement, under which rent income is linked to rents under sublease agreements, has been used for the office and store sections, and amaster lease agreement specifying a fixed rent has been used for the hotel section of Tokyo Shiodome Building since April 1, 2021. Therefore, the numbers
in parentheses of the occupancy rates of the properties after September 30, 2021, represent occupancy rates based on sublease agreements for the office andstore section and occupancy rates based on the master lease agreement for the hotel section.
(Note 3) Regarding the office portion of the Kioicho Building, MTR leases the office portion of the Kioicho Building from a fiduciary trust company under amaster lease agreement and subleases it to tenants. Regarding the residential portion, the agreement used is the master lease pass-through model. The
occupancy rates of the relevant properties stated above are those under the sublease agreement for the office portion and the master lease agreement for the
residential portion. The figures in brackets for the occupancy rates are the occupancy rates based on the sublease agreements of the office and residential
portions of the building.
(Note 4) A master lease agreement, under which rent income is linked to the rents for joint management units, is used for Kamiyacho Trust Tower, and the number
in parentheses of the occupancy rate of the property is the occupancy rate of the entire joint management units.
(Note 5) A master lease agreement under which rent income is linked to rents under a sublease agreement has been concluded for the Osaki MT Building. The
figures in brackets for the occupancy rates of the building are the occupancy rates of tenants based on the sublease agreements.
(Note 6) MTR leases the land and building of Hiroo MTR Building, SHIBUYA FLAG and Tenjin Prime from a fiduciary trust company under a master leaseagreement and subleases it to tenants. The occupancy rates of the above properties are those under the sublease agreements.
(Note 7) The numbers in parentheses of subtotal and total occupancy rates represent occupancy rates based on sublease agreements for Kioicho Building, Osaki
MT Building, and Midosuji MTR Building and the occupancy rate calculated based on the occupancy rate of the entire joint management units for
Kamiyacho Trust Tower. The occupancy rate of Tokyo Shiodome Building after September 30, 2021, was calculated according to Note 2.
(Note 8) The agreement used for the Midosuji MTR Building is the master lease pass-through model. The figures in brackets for the occupancy rates of the building
are the occupancy rates based on the sublease agreement.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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Disclaimer:This report contains translations of selected information described in the Financial Release (Kessan-Tanshin) prepared under the timelydisclosure requirements of the Tokyo Stock Exchange, and portions of the Financial Statements and the Performance Information Reportfor the fiscal period ended September 30, 2022 from April 1, 2022 to September 30, 2022, of MORI TRUST Sogo Reit, Inc. (MTR),
prepared pursuant to the Law Concerning Investment Trusts and Investment Corporations of Japan.
This English language document was prepared solely for the convenience of and reference by investors and neither corresponds to theoriginal Japanese documents nor is intended to constitute a disclosure document. The Japanese language Kessan-Tanshin and the
Financial Statements and the Performance Information Report for the aforementioned should always be referred to as originals of thisdocument.
English terms for Japanese legal, accounting, tax and business concepts used herein may not be precisely identical to the concepts of theequivalent Japanese terms. With respect to any and all terms herein, including without limitation, financial statements, if there exist any
discrepancies in the meaning or interpretation thereof between the original Japanese documents and English statements contained herein,
the original Japanese documents will always govern the meaning and interpretation.
None of MTR, MORI TRUST Asset Management Co., Ltd. (MTAM) or any of their respective directors, officers, employees, partners,
shareholders, agents or affiliates will be responsible or liable for the completeness, appropriateness or accuracy of English translations or
the selection of the portion(s) of any document(s) translated into English. No person has been authorized to give any information or
make any representations other than as contained in this document in relation to the matters set out in this document, and if given or
made, such information or representation must not be relied upon as having been authorized by MTR, MTAM or any of their respective
directors, officers, employees, partners, shareholders, agents or affiliates.
The financial statements are a translation of the unaudited financial statements of MTR, that were prepared in accordance with generally
accepted accounting principles in Japan (Japanese GAAP) which may materially differ in certain respects from generally accepted
accounting principles and practices in other jurisdictions. In preparing the financial statements, certain reclassifications andmodifications have been made to the financial statements issued domestically in order to present them in a format that is more familiar
to readers outside Japan.
Certain provisions of this document contain forward-looking statements and information. We base these statements on our beliefs aswell as our assumptions based solely on certain limited information currently available to us. Because these statements reflect ourcurrent views concerning future events, these statements involve known and unknown risks, uncertainties and assumptions. These
forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain importantfactors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking
statements, including without limitation: the general economy, market conditions, financial markets including the performance of thereal estate market, interest rate fluctuations, competition with our properties, and the impact of changing regulations or taxation.
MTR does not intend and is under no obligation to update any particular forward-looking statement included in this document. The
forward-looking statements contained in this press release speak only as of the date of release, November 22, 2022, and MTR does notundertake to update those forward-looking statements to reflect events or circumstances occurring after the date of this release.

Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy be found,the Japanese original will always govern the meaning and interpretation.

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