January 26, 2022
For Translation Purposes Only
Real Estate Investment Fund Issuer:
Mori Hills REIT Investment Corporation(Securities Code: 3234)
1-12-32 Akasaka, Minato-ku, Tokyo
Hideyuki Isobe, Executive Director
Asset Manager:
Mori Building Investment Management Co., Ltd.
Hideyuki Isobe, President & CEO
Inquiries: Akira Nemoto
General Manager, Financial Department
TEL: +81-3-6234-3234
MHR Announces Transaction with a Related Party (Mori Building Co., Ltd.)(Toranomon Hills Mori Tower)
Mori Hills REIT Investment Corporation (hereinafter “MHR”) announced that Mori Building
Investment Management Co., Ltd. (hereinafter “MIM”), to which MHR entrusts its asset
management, decided today to conduct a transaction with a related party, etc. as stipulated in theAct on Investment Trusts and Investment Corporations (hereinafter “Investment Trusts Act”). The
details are as follows.
1. Transaction Overview
MHR has decided to renew the agreement on usage and management operation of the co-owned
property for Toranomon Hills Mori Tower owned by MHR, which was concluded with Mori
Building Co., Ltd., on August 1, 2022.
2. Summary of the Renewal and Reasons
Based on the appraisal on continuing rent from Japan Real Estate Institute and result of thediscussion between the parties, MHR has decided to renew the agreement under the same
conditions as below which are equivalent to those of before renewal.
(1)

Leased property: Toranomon Hills Mori Tower (Note 1)(2)

Leased area

: 19,050.82 m2 (Note 2)(3)

Lessee: Mori Building Co., Ltd.

(4)

Leasing scheme: Fixed-rent master lease(5)

Term of agreement before renewal : From August 1, 2017 to July 31, 2022

(6)

Term of agreement after renewal: From August 1, 2022 to July 31, 2027

(7)

Monthly rent before renewal: 201,651,187 yen (Note 3)(8)Monthly rent after renewal: 201,651,187 yen (Note 3)(9)

Security deposits before change: 2,016,511,871 yen (Note 4)(10)

Security deposits after change: 2,016,511,871 yen (Note 4)(11)

Planned date of change: August 1, 2022

(12)

Date of execution: January 31, 20221

(Note 1) The lease right is granted to Mori Building Co., Ltd, one of the co-owners, by the trust fiduciary, and afixed amount is paid as its consideration. Therefore, it is deemed as a fixed-rent master lease and isindicated as such.
(Note 2) The area indicates an area obtained by multiplying the quasi co-ownership interest ratio of trust
beneficial interests (78%) by total leased area of real estate in trust.
(Note 3) The figure indicates an amount obtained by multiplying the quasi co-ownership interest ratio of trust
beneficial interests by monthly rent of the real estate in trust.
(Note 4) The figure indicates an amount obtained by multiplying the quasi co-ownership interest ratio of trust
beneficial interests by deposits of real estate in trust.

3. Overview of Related Party, etc.
Name

Mori Building Co., Ltd.

Location

6-10-1 Roppongi, Minato-ku, Tokyo

Representative

Shingo Tsuji, President & CEO

Scope of business

General developer

Capital79,500 million yen (as of September 30, 2021)

Established

June 2, 1959

Major shareholder

Mori Kiyo Co., Ltd. (as of September 30, 2021)

Net assets

429,906 million yen (as of September 30, 2021)

Total assets

1,870,438 million yen (as of September 30, 2021)

Relationship with MHR and Asset Manager (as of January 26, 2022)
Capital relationship

Mori Building is a major unitholder (15.0% stake) of MHR. Mori
Building is also the wholly owning parent company (100% stake)of the Asset Manager, and thus constitutes a related party, etc. as
defined in the Investment Trusts Act.

Personnel relationshipOne director and one auditor of the Asset Manager are sent fromthis company.

Business relationship

Mori Building has executed a support agreement and information
provision agreement with MHR and the Asset Manager and anadvisory business consignment agreement with the AssetManager, and provides support, etc. in connection with property
acquisitions, etc. In addition, Mori Building has executed a brandmark licensing contract with MHR and grants the license to use
the brand name “Mori Hills REIT” and the “m” brand mark.
Furthermore, as for assets MHR owns in the form of trust
beneficial interests, Mori Building has executed a building leaseagreement (so called “master lease agreement”) with a trustee,and leases the entire property as a master lessee. Mori Building
has also executed a property management agreement andconducts property management of the property.

Mori Building falls under the category of other affiliatedApplication of statuscompanies of MHR. In addition, it is the parent company of theas a related party
Asset Manager.
4. OtherUpon consultation with Mori Building Co., Ltd., the following appraisal values were decided tobe the revised amounts.

2

Appraisal value by Japan Real Estate Institute concerning continuous monthly rents (Note 1)
Appraisal value

201,651,187 yen (Note 2)

Appraisal date

December 1, 2021

(Note 1) Continuous usage fee in accordance with continuous rent is calculated in the appraisal.
(Note 2) The figure indicates an amount obtained by multiplying the quasi co-ownership interest ratio of trust
beneficial interests (78%) by the appraisal value.

5. Procedures Concerning Transactions with Related Party, etc.
To comply with applicable laws and regulations and with the asset management agreement, aswell as to prevent the interests of MHR from being negatively impacted, the Asset Manager has
conducted adequate procedures pursuant to the Related Parties Transaction Guidelines. Inaddition, MIM will deliver a written statement to MHR, pursuant to the Investment Trusts Act.
6. Outlook
There will be no impact on MHR’s forecasts of financial results for the fiscal period ending
January 2022 (August 1, 2021 to January 31, 2022) and the fiscal period ending July 2022
(February 1, 2022 to July 31, 2022).
MHR’s website address is https://www.mori-hills-reit.co.jp/en/3