November 22, 2022
Press Release
Issuer of Real Estate Investment Trust Securities
MORI TRUST Sogo Reit, Inc.
Masayuki Yagi,
Executive Director(TSE code 8961)
Issuer of Real Estate Investment Trust Securities
MORI TRUST Hotel Reit, Inc.
Nobuyuki Aizawa,
Executive Director(TSE code 3478)
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
Nobuyuki Aizawa
Representative Director, Chief Operating Officer (COO),
and Head of Hotel REIT Management Division,and General Manager, Strategic Management Department,
Hotel REIT Management Division
Phone: +81-3-6435-7011

Notice Concerning Execution of the Merger Agreementby and between MORI TRUST Sogo Reit, Inc. and MORI TRUST Hotel Reit, Inc.

This exchange offer or business combination is made for the securities of a Japanese company. The offer is subject to disclosure requirements ofJapan that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordancewith Japanese accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws, since the issuer is locatedin Japan, and some or all of its officers and directors may be residents of Japan. You may not be able to sue a Japanese company or its officers
or directors in a Japanese court for violations of U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject
themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately
negotiated purchases.

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

1

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 executed a merger agreement (the “Merger
Agreement”) to that effect as set forth below.

I.

Purpose of the Merger
The real estate investment trust securities market (the "J-REIT market") plunged since February 2020 due
to the spread of COVID-19. Backed by monetary easing policy and economic support measures taken in eachcountry, recovery trend has been observed, but the current market has remained unstable affected by theconcern about economic slowdown caused by monetary tightening to cope with rising inflation, the prolonged
Ukraine crisis and other factors. The office market has faced lower occupancy rates and lengthened downtime
mainly in large office buildings due to major corporations' downsizing of offices and expansion of telework
after the occurrence of COVID-19. In terms of hotels, with the start of nationwide travel support and therelaxation of border measures in countries around the world including Japan, hotel performance has now shown
signs of recovery, and expectation for post-COVID-19 recovery of the hotel market is rising. However,domestic travel demand and inbound demand have not returned to the pre-COVID-19 level, still on the way torecovery.
The asset management company of MTR and MTH, MORI TRUST Asset Management Co., Ltd. (the "AssetManagement Company" or "MTAM") was established by the Mori Trust Group in February 2000 and operated
as the asset management company of MTR, the comprehensive listed investment corporation mainly investing
in offices in central Tokyo. MTAM merged with MORI TRUST Hotel Asset Management Co., Ltd., which
was the asset management company of MTH, on March 1, 2019. Since then, MTAM has been functioning as
the asset management company of MTR and MTH, having established a stable track record as their asset
management company and improved their unitholder values.
MTR listed on the J-REIT market of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") inFebruary 2004, as an investment corporation concentrating its investment in competitive large properties
mainly composed of office buildings in central Tokyo. Since the listing, MTR has continued carefully selected
investments focusing on the medium- to long-term value of properties, and possesses 16 properties, totaling
324.7 billion yen (acquisition price basis) as of the end of October 2022. MTR has implemented an investment
strategy with a focus on quality (location and grade) while assessing the market and operating performance,and responded to moving out of large tenants and other issues caused by the current COVID-19 pandemic byreceiving sponsor support.
MTH listed on the J-REIT market of the Tokyo Stock Exchange in February 2017, as an investment
corporation specializing in hotels concentrating its investment in the upper four grades in six hotel grades

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

2classified from the viewpoints of price range and brand while attentive to their "asset potential" which is theintrinsic real estate value. Having implemented growth strategies that leverage the development power andhotel management power cultivated for years by the Mori Trust Group, MTH possesses 5 properties, totaling
107.6 billion yen (acquisition price basis) as of the end of October 2022. Even in the declining phase of hotelrevenue during the COVID-19 pandemic, MTH has maintained a certain level of distributions thanks to therents supported by its sponsor, MORI TRUST CO., LTD. ("MORI TRUST") based on the minimum guaranteed
rent.
Each of these investment corporations has performed aiming for the medium- to long-term stabilized revenue
and growth by leveraging its characteristics respectively, that is, stability of office assets for MTR and growthpotential of hotel assets for MTH. However, MTR has challenges in the future growth potential in terms ofoffice assets, which are its main investment targets, due to decreasing opportunities for newly obtaining largescale prime properties and declining profitability caused by moving 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 the unitholder value by creating a comprehensive REIT with offices and hotels as its coreassets, which is truly equipped with asset potential, stability and growth potential, MTR and MTH agreed
to start negotiation for merger and carefully proceeded with 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 will lead tofurther improvement of the unitholder value; therefore, the Merger Agreement was made and entered byand 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 value of 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 thatcreate stable cash flow and hotels having growth potential 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.
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

3In regard to the external growth, growth of asset size will be pursued through the maximum use of sponsor
support. As a part of these initiatives, an additional purchase of Kamiyacho Trust Tower from the sponsor,
MORI TRUST, will be made by using the purchasing capacity created by a decrease in Loan to Value (LTV),
which is one of the effects of the Merger (For the details, please refer to "Notice of Acquisition and Lease of
Asset (Kamiyacho Trust Tower)" announced today.). This additional acquisition is considered to show thesponsor'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 are of asset type expected to grow in the recovery and growth phases of the post-COVID-19 market.
They are also expected to contribute to the internal growth in the future. It is considered that both external andinternal 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 isone of the largest in J-REIT. This enables cooperation in consideration of both parties' growth and improvementof unitholder value from the medium- 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 and compensation 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 ofmarket capitalization and improved liquidity of investment units, and is expected to increase unitholder value.
Through these four points of significance of the Merger, the new MTR aims to improve unitholder value basedon the medium- to long-term stable management primarily using offices that generate stable cash flow andhotels with growth potential.
(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 the total ofacquisition price of the properties in the portfolio as of the end of October 2022, reflecting the acquisitions and sales of the properties from
November 1, 2022 to the Effective date of the Merger. The asset size of MTH is assumed to be the appraisal values of the properties as ofthe end of August 2022. The asset sizes of the other investment corporations are those including properties that the other investment
corporations announced acquisition and sale thereof as of the end of October, 2022 (acquisition (planned) price basis). Therefore, it is notguaranteed 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 purchase method 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.

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

4II. Overview of the Merger(1) Schedule of the Merger
MTR
Board of Directors meeting to approve the Merger Agreement
Date of execution of the Merger Agreement

November 22, 2022

Public notice date for Record date for the general meeting of unitholders

November 24, 2022

(scheduled)

Record date for the general meeting of unitholders

December 9, 2022

(scheduled)

Date of general meeting of unitholders

February 1, 2023

(scheduled)

Record date for splitting the investment units

February 28, 2023

(scheduled)

March 1, 2023

(scheduled)

In early March 2023

(scheduled)

Effective date for splitting the investment units
Effective date of the Merger
Registration date of the Merger(Note) MTR plans to split one investment unit into 2 investment units with February 28, 2023 as the record date for splitting the investment units
and March 1, 2023 as the effective date of the split (the “Investment Unit Split”). Please refer to (Note 2) of (3) below for more details.

MTH
Board of Directors meeting to approve the Merger Agreement
Date of execution of the Merger Agreement

November 22, 2022

Public notice date for Record date for the general meeting of unitholders

November 23, 2022

(scheduled)

Record date for the general meeting of unitholders

December 8, 2022

(scheduled)

Date of general meeting of unitholders

January 31, 2023

(scheduled)

Date of delisting

February 27, 2023

(scheduled)

Effective date of the Merger

March 1, 2023

(scheduled)

Registration date of the Merger

In early March 2023

(scheduled)(2) Form of the Merger
MTR will be the surviving corporation under an absorption-type merger and MTH will be dissolved in the
Merger.

(3) 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 1) 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 ofThis document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

5MTR): 920,000(Note 2) 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 anddelivered 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. For more details on the Investment Unit Split, please refer to the “Notice Concerning
Investment Unit Split,” released by MTR today.

(Note 3) In addition to the abovementioned investment units, 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 their investment units pursuant to Article 149-3 of the Act on Investment Trusts
and Investment Corporations (Act No. 198 of 1951, as amended; the “Investment Trusts Act”) (excluding those who havewithdrawn such demand for purchase) (hereinafter referred 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 quotient resulting 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 theMerger will be paid within a reasonable period from the effective date of the Merger. Details will be notified as soon as they are
finalized.

(4) Changes to the Certificate of Incorporation of the Surviving Corporation
To establish the new MTR as a comprehensive REIT with office buildings and hotels as its core assets throughthe Merger, MTR is planning to submit the following proposals for the amendments of the Certificate ofIncorporation subject to the condition that the Merger takes effect: Change the trade name to MORI TRUSTREIT, Inc.; Revise the investment policy; Change the ends of the conventional fiscal period of the end of Marchand the end of September to the end of February and the end of August respectively, etc. (the "Amendments of
the Certificate of Incorporation") to the MTR’s general meeting of unitholders scheduled on February 1, 2023.
For more details on the Amendment of the Certificate of Incorporation, please refer to the Merger Agreement
attached to this press release as Exhibit.
The new MTR plans to file a notification pursuant to Article 191 of the Investment Trust Act as soon as theAmendment of the Certificate of Incorporation becomes effective.
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

6(5) Main Conditions of the Merger
The Merger is subject to the following conditions as of the day before the Effective Date:i)approval at the general meetings of unitholders of both MTR and MTH and other procedures
pursuant to applicable laws and ordinances have been completed, and all necessary permits andapprovals have been obtained, as required in relation to the Merger or in order to implement thematters contemplated in connection with the Merger;ii)

neither MTR nor MTH is in breach of a contractual obligation (including those under the Merger
Agreement) or financial covenant or delayed in payment of a monetary debt (including taxes andother public charges); provided, however, that minor breaches and delays in payment shall be
excluded;iii) there is no occurrence of any acceleration event (including any event that would constitute an

acceleration event either with the passage of time or notice, or both), suspension of payments, orinsolvency by MTR or MTH;iv) consent has been obtained from each financial institution lending money to MTR or MTH withrespect to conducting the Merger and the basic borrowing conditions applicable on or after the
Effective Date of the Merger (regarding the agreement related to the borrowing, including
necessary measures separately agreed by MTR and MTH to ensure that there will be no violationof financial covenants, breach of covenants, or loss of time benefit at MTR after the Merger), andsuch consent has not been withdrawn;v)both MTR and MTH have reasonably confirmed that the filing procedures using Form F-4 are notrequired for the Merger under the Securities Act;vi) no petition for the commencement of bankruptcy procedures, civil rehabilitation procedures, or

any other similar legal insolvency procedures is filed with respect to MTR or MTH;vii) MTR and MTH, as well as the Asset Management Company of MTR and MTH, have not been

subject to revocation of registration by a supervisory agency, suspension of all or a part of its
business, or other administrative disposition that materially impairs, or has a materially adverse
effect on, the implementation of the Merger;viii) in addition to the above, there is no event which is reasonably judged to materially impede theMerger or to make it impracticable.

If any of the above preconditions for the Merger to take effect has not been met on the day
preceding the Effective Date, or if it becomes clear that any of the following preconditions for the
Merger to take effect have not been met by the day before the Effective Date, the contractingThis document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

7parties (excluding the party in case that fails to satisfy the preconditions due to a reason
attributable to itself or its asset manager) to the Agreement may terminate the Agreement without
assuming any liability or payment obligation to the other party by giving written notice to theother party before the Effective Date (provided that this shall not apply for any liability or payment
obligation owed by the party which provided such notice pursuant to breach of any other provisionof the Agreement).

III. Basis for Calculation of Allocation of Investment Units under the Merger(1) Basis for Calculation
MTR has appointed SMBC Nikko Securities Inc. (“SMBC Nikko Securities”), and MTH has appointed
Mizuho Securities Co., Ltd. (“Mizuho Securities”), respectively, as their financial advisors for the Merger.
MTR and MTH have requested their respective financial advisors to conduct financial analysis with regard to
the merger ratio used in the Merger in order to calculate the merger ratio used in the Merger in a fair manner.
The summaries of the analyses respectively conducted by SMBC Nikko Securities and Mizuho Securities
indicate figures prior to taking into consideration the Investment Unit Split, by MTR, of one investment unit
into two investment units as mentioned above in “2. Overview of the Merger (3) Allocation of Investment Units
under the Merger”.
SMBC Nikko Securities has determined to adopt four individual valuation methods to calculate the merger
ratio based on its own analysis on the financial information of MTR and MTH as well as the terms andconditions of the Merger. Because the investment units of MTR and MTH are both listed and the market prices
are available, SMBC Nikko Securities conducted the historical unit price analysis. Because there are multiple
listed investment corporations comparable to each of MTR and MTH and analogical estimates of theinvestment unit values based on the comparable investment corporations are possible, SMBC Nikko Securities
also conducted the comparable trading multiple analysis. In addition, SMBC Nikko Securities conducted thedividend discount model analysis (“DDM”) as a method of valuation and analysis of the investment unit values
based on dividends that unitholders of MTR and MTH are expected to receive in the future, and for the purposeof reflecting the market values of the properties held by each of MTR and MTH, SMBC Nikko Securities also
conducted the adjusted net asset value analysis. The calculated ranges of the merger ratio shown below arethose of the number of MTR investment units to be allocated for each investment unit of MTH.
Valuation Method
Historical Unit Price
Analysis
Comparable Trading
Multiple Analysis
Dividend Discount Model
Analysis

MTR

MTH

1

0.92～0.96

1

0.66～0.98

1

0.72～1.08

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

8Adjusted Net Asset Value
Analysis1

0.92

In the Historical Unit Price Analysis, the simple average of the closing prices of investment units for the onemonth period, three-month period and six-month period from November 21, 2022, which is set as the base date,has been adopted, after taking into account the recent status of market transactions of the investment units of
MTR and MTH. For details of the supplemental explanation regarding the assumptions and disclaimers of
SMBC Nikko Securities’ analysis, please refer to (Note 1) at the end of this press release.
In the future business plans of MTR and MTH (future business plans made independently by MTR and MTH
and not assuming the Merger) assumed in the dividend discount model analysis by SMBC Nikko Securities,
the fiscal years in which a significant increase or decrease in income is expected in MTH’s business plan havebeen included, and MTH’s operating income, ordinary income and net income for the fiscal period ending
February 2023 are expected to decrease significantly compared with those for the fiscal period ended August2022. This is mainly attributable to the fact that gain on sale of real estate, etc. due to the partial transfer of
Courtyard by Marriott Tokyo Station (“Courtyard Tokyo”) has been recorded in the fiscal period ended August2022 and that 11/12 of the difference (shortfall) between the total rent and the minimum annual guaranteed rent
for Courtyard Tokyo and Courtyard by Marriott Shin-Osaka Station (“Courtyard Shin-Osaka”) between
October 2021 and September 2022 has been added to the rent for the fiscal period ended August 2022, while
the total rent for Shangri-La Tokyo between April 2022 and March 2023 is assumed to exceed the minimum
annual guaranteed rent and thus no difference between the total rent and the minimum annual guaranteed rent
is assumed to arise in the fiscal period ending February 2023.
In addition, MTH’s operating income, ordinary income and net income for the fiscal period ending August2023 are expected to increase significantly compared with those for the fiscal period ending February 2023.
This is mainly attributable to the fact that 11/12 of the difference (shortfall) between the total rent and theminimum annual guaranteed rent for Courtyard Shin-Osaka between October 2022 and September 2023 isassumed to be added to the rent for the fiscal period ending August 2023 as well as the expected rise in variable
rent against the backdrop of the recovery of business performance at hotels due to the continuing upward trendof domestic travelers and inbound tourists.
Mizuho Securities has determined to adopt four individual valuation methods to calculate the merger ratio
based on its own analysis on the financial information of MTR and MTH as well as the terms and conditionsof the Merger. Because the investment units of MTR and MTH are both listed and the market prices areavailable, Mizuho Securities conducted the historical unit price analysis. Because there are multiple listed
investment corporations comparable to each of MTR and MTH and analogical estimates of the investment unit
values based on the comparable investment corporations are possible, Mizuho Securities also conducted thecomparable trading multiple analysis. In addition, Mizuho Securities conducted the dividend discount model
analysis (“DDM”) as a method of valuation and analysis of the investment unit values based on dividends that
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

9unitholders of MTR and MTH are expected to receive in the future, and for the purpose of reflecting the market
values of the properties held by each of MTR and MTH, Mizuho Securities also conducted the adjusted net
asset value analysis. The calculated ranges of the merger ratio shown below are those of the number of MTR
investment units to be allocated for each investment unit of MTH.
Valuation Method
Historical Unit Price
Analysis
Comparable Trading
Multiple Analysis
Dividend Discount Model
Analysis
Adjusted Net Asset Value
Analysis

MTR

MTH

1

0.92～0.97

1

0.83～1.03

10.89～1.12

1

0.92

In the Historical Unit Price Analysis, the simple average of the closing prices of investment units as of thebase date, for the five business days, the one-month period, three-month period and six-month period from
November 21, 2022, which is set as the base date, has been adopted, after taking into account the recent statusof market transactions of the investment units of MTR and MTH. For details of the supplemental explanation
regarding the assumptions and disclaimers of Mizuho Securities’ analysis, please refer to (Note 2) at the end of
this press release.
In the future business plans of MTR and MTH (future business plans made independently by MTR and MTH
and not assuming the Merger) assumed in the dividend discount model analysis by Mizuho Securities, the fiscal
years in which a significant increase or decrease in income is expected in MTH’s business plan have been
included, and MTH’s operating income, ordinary income and net income for the fiscal period ending February
2023 are expected to decrease significantly compared with those for the fiscal period ended August 2022. Thisis mainly attributable to the fact that gain on sale of real estate, etc. due to the partial transfer of Courtyard
Tokyo has been recorded in the fiscal period ended August 2022 and that 11/12 of the difference (shortfall)
between the total rent and the minimum annual guaranteed rent for Courtyard Tokyo and Courtyard Shin-Osaka
between October 2021 and September 2022 has been added to the rent for the fiscal period ended August 2022,
while the total rent for Shangri-La Tokyo between April 2022 and March 2023 is assumed to exceed theminimum annual guaranteed rent and thus no difference between the total rent and the minimum annual
guaranteed rent is assumed to arise in the fiscal period ending February 2023.
In addition, MTH’s operating income, ordinary income and net income for the fiscal period ending August2023 are expected to increase significantly compared with those for the fiscal period ending February 2023.
This is mainly attributable to the fact that 11/12 of the difference (shortfall) between the total rent and theminimum annual guaranteed rent for Courtyard Shin-Osaka between October 2022 and September 2023 isassumed to be added to the rent for the fiscal period ending August 2023 as well as the expected rise in variable
rent against the backdrop of the recovery of business performance at hotels due to the continuing upward trendof domestic travelers and inbound tourists.

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

10(2) Background to Calculations
As a result of discussions and negotiations over an extended period comprehensively taking into considerationsuch factors as the financial performance and state of the assets and liabilities of each of MTR and MTH, their
future business prospects, the merits of the Merger and the results of the financial analyses performed by theirrespective financial advisors, MTR and MTH determined that the above merger ratios are fair and executed theMerger Agreement.

(3) Relationships with the Financial Advisors
Neither SMBC Nikko Securities nor Mizuho Securities is deemed a related party of MTR or MTH pursuant
to Article 67, Paragraph 4 of the Ordinance on Accounting at Investment Corporations (Cabinet Office
Ordinance No. 47 of 2006; including subsequent amendments) and neither has any material interests to bedisclosed with respect to the Merger.

(4) Prospects and Reasons for Delisting
The Merger is planned to be executed in the form of an absorption-type merger whereby MTR will be thesurviving corporation and MTH will be dissolved in accordance with Article 143(iv) of the Investment Trust
Act. The MTH investment units are expected to be delisted on February 27, 2023, two business days prior to
the Effective Date of the Merger, in accordance with the delisting criteria stipulated by the Tokyo Stock
Exchange. As consideration for the Merger, each of MTH’s unitholders will be allocated new MTR investment
units according to the number of MTH investment units they hold, thus becoming MTR unitholders, andbecause MTR investment units are listed on the Tokyo Stock Exchange Real Estate Investment Trust Securities
Market, those unitholders will continue to have the opportunity to trade their investment units on the Tokyo
Stock Exchange Real Estate Investment Trust Securities Market.

(5) Measures to Ensure Fairnessi)Measures to ensure fairness in assessing the propriety of the Merger and the merger ratio

Each of MTR and MTH is entrusting its asset management functions to MTAM. MTAM has organized the
responsible managers (MTR: Head of Sogo REIT Management Division / MTH: Head of Hotel REITManagement Division) and asset management divisions (MTR: Sogo REIT Management Division / MTH:
Hotel REIT Management Division) consisting of different members for each of MTR and MTH individuallyin assessing the Merger and providing advice and support to the Board of Directors of MTR and MTH, andestablished a complete system to block transmission of information by setting up an appropriate informationwall between each of the asset management division. In addition, when it is necessary to communicate
information causing concerns over conflict of interest between each of the asset management division in thecourse of assessing the Merger, such information is communicated through each of the abovementioned
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

11financial advisors appointed by each of MTR and MTH individually, in order to prevent asset management
divisions from having direct contact with each other.
In the course of assessing the Merger, each responsible manager and each of the asset management division
reported on a timely basis the status of its assessment to the Board of Directors of MTR and MTH eachcomposed of one executive director and supervisory directors (MTR: two persons / MTH: two persons),
whose independence from the asset management company is ensured in terms of the Investment Trust Act,and all material matters of its assessments were deliberated and approved by the Board of Directors of MTR
and MTH.
In addition, since executive directors of MTR and MTH concurrently serve as officers of MTAM and have aconflict of interest with MTAM, they do not participate in resolutions for approval of the Merger Agreement atmeetings of the Board of Directors of MTR and MTH regarding the approval of the conclusion of the Merger
Agreement.

In connection with the Merger, MTAM will receive merger fees and management fees relating to the
management after the Merger becomes effective from MTR, which will be the surviving investment
corporation in the Merger, pursuant to the provisions of MTR’s Certificate of Incorporation and the asset
management agreement with MTR, but the amount of both fees will not be affected by the merger ratio of
the Merger.
Furthermore, MTR appointed Nishimura & Asahi, and MTH appointed Mori Hamada & Matsumoto,respectively, as its legal advisor for the Merger, and received advice concerning the methodology and process
relating to the procedures and decision-making process for the Merger.
ii)

Measures to ensure fairness in the calculation of the merger ratio

As discussed in (1) through (3) above, each of MTR and MTH has requested its respective financial advisor
to perform financial analysis in regard to the merger ratio and the merger ratio was determined bycomprehensively taking into account the results of such analyses together with other factors.
In order to ensure the fairness of the Merger and for the benefit of its unitholders, MTR obtained fromSMBC Nikko Securities, an independent third-party financial advisor, a merger ratio calculation reportproviding an analysis from a financial perspective based on certain assumptions in regard to the allocationof investment units under the Merger.
Given the above, MTR’s Board of Directors concluded that sufficient measures have been taken to ensure
the fairness of the Merger.
In order to ensure the fairness of the Merger and for the benefit of its unitholders, MTH obtained from
Mizuho Securities, an independent third-party financial advisor, a merger ratio calculation report providing
an analysis from a financial perspective based on certain assumptions in regard to the allocation of
investment units under the Merger.
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

12Given the above, MTH’s Board of Directors concluded that sufficient measures have been taken to ensure
the fairness of the Merger.
MTR and MTH did not, however, obtain written opinions (so-called “fairness opinions”) from theirrespective financial advisors to the effect that the merger ratio is reasonable from a financial perspective for
their respective unitholders.

IV. Outline of Merging Parties
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

(10)

(11)

(12)
(13)
(14)

Name
Location
Name of Executive Director
Unitholders’ Capital (Note 1)
Date of Incorporation
Total Number of Outstanding
Investment Units (Note 1)
Fiscal Period-Ends

Surviving Corporation
MORI TRUST Sogo Reit, Inc.
4-3-1, Toranomon, Minato-ku, Tokyo
Masayuki Yagi
153,990 million yen
October 2, 2001

Dissolving Corporation
MORI TRUST Hotel Reit, Inc.
4-3-1, Toranomon, Minato-ku, Tokyo
Nobuyuki Aizawa
50,000 million yen
January 15, 2016

1,320,000 units

500,000 units

March and September (Note 2)
February and AugustReal estate and Real estate beneficiary
Real estate beneficiary interests in trust
Main Assets under Management
interests in trust
Mizuho Bank, Ltd., Sumitomo Mitsui
Mizuho Bank, Ltd., Sumitomo Mitsui
Banking Corporation, Sumitomo Mitsui
Banking Corporation, Sumitomo Mitsui
Main Finance Providers
Trust Bank, Limited, MUFG Bank, Ltd.,
Trust Bank, Limited, MUFG Bank, Ltd.
Development Bank of Japan Inc.
Development Bank of Japan Inc.
Mori Trust Holdings Inc.
26.52% Mori Trust Holdings Inc.
36.80%
Custody Bank of Japan, Ltd.
Custody Bank of Japan, Ltd.
18.86%
18.31%(Trust Account)(Trust Account)
The Master Trust Bank of
The Master Trust Bank of
9.62%
9.94%
Japan, Ltd. (Trust Account)
Japan, Ltd. (Trust Account)
Major Unitholders and Holding
Ratio (Note 3)
The Nomura Trust and
The Nomura Trust andBanking Co., Ltd.
3.28% Banking Co., Ltd.
2.85%
(Investment Trust Account)(Investment Trust Account)
SSBTC CLIENTSSBTC CLIENT
1.94%
1.34%
OMNIBUS ACCOUNTOMNIBUS ACCOUNT
Business Results for the Last 3 Fiscal Periods
MTR
MTH
Fiscal Period Ended:
Sep. 2021
Mar. 2022
Sep. 2022
Aug. 2021
Feb. 2022
Aug. 2022
Operating Revenue
9,202
8,528
6,902
2,110
1,423
2,053
Operating Profit
5,563
5,042
3,428
1,315
644
1,257
Ordinary Profit
5,205
4,685
3,043
1,207
531
1,145
Net Profit
5,041
4,537
3,331
1,206
530
1,144
Net Profit per Unit (yen)
3,819
3,437
2,523
2,412
1,060
2,289
Distributions per Unit (yen)
3,550
3,195
3,000
2,412
1,061
2,289
Net Assets per Unit (yen)121,292
121,180
120,508
102,412
101,061
102,289
Net Assets
160,106
159,957
159,071
51,20650,53051,144
Total Assets
328,288
325,071
325,909110,359
109,535
110,357(In units of million yen unless otherwise specified)Name of Asset Management
MORI TRUST Asset Management Co.,
MORI TRUST Asset Management Co.,
Company
Ltd.
Ltd.
Location of Asset Management
4-3-1, Toranomon, Minato-ku, Tokyo
4-3-1, Toranomon, Minato-ku, Tokyo
Company
Name and Title ofMichio Yamamoto, President andMichio Yamamoto, President andRepresentative of Asset
Representative Director
Representative Director
Management Company

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

13

(15)

Relationship between Parties Involved
Capital Relationship
There is no capital relationship required to be disclosed between the Merging Parties.
The asset management company for both the surviving corporation and thedissolving corporation is MTAM.
Personnel Relationship
There is no personnel relationship required to be disclosed between the Merging
Parties. The asset management company for both the surviving corporation and thedissolving corporation is MTAM.
Business Relationship
There is no business relationship required to be disclosed between the Merging
Parties. The asset management company for both the surviving corporation and thedissolving corporation is MTAM.
Status as Related Party
While the Merging Parties are not a related party, MTAM as the asset managementcompany for the Merging Parties is a related party of the Merging Parties.

（Note 1） MTR's amounts stated in "Unitholders’ Capital" and "Total Number of Outstanding Investment Units" are as of September 30, 2022 and thosefor MTH are as of August 31, 2022.
（Note 2） MTR is planning to submit the following proposals for the amendments of the Certificate of Incorporation subject to the condition that theMerger Agreement is approved at the general meeting of unitholders of MTR and MTH: Change the conventional six-month fiscal periods ofOctober 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 andMarch 1 to the end of August: and accordingly, change the current 42nd fiscal period of October 1, 2022 to the end of March 2023 to the periodof 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 date of the Merger as the 42nd
fiscal period is expected to be an five-month period from October 1, 2022 to February 28, 2023.
（Note 3） The “holding ratio” is rounded down to the second decimal place. Figures shown are respectively based on MTR’s unitholders register as of
September 30, 2022 and MTH’s unitholders register as of August 31, 2022. Accordingly, the figures may not reflect the actual holdings of theunitholders. Hereinafter the same shall apply.

V. Post-Merger Status(1) Status of Surviving Corporation
Surviving Corporation
(1)

Name

MORI TRUST REIT, Inc.（scheduled）（Note）（Current:MORI TRUST Sogo Reit, Inc.）(2)

Location

4-3-1, Toranomon, Minato-ku, Tokyo(3)

Name of Executive Director

Yagi Masayuki(4)Unitholders’ Capital

To be determined (Not yet determined) and be announced later.

(5)

Fiscal Period-EndsFebruary and August (scheduled)(6)

Net Assets

To be determined (Not yet determined) and be announced later.

(7)

Total Assets
Name of Asset Management
Company
Location of Asset Management
Company

To be determined (Not yet determined) and be announced later.
MORI TRUST Asset Management Co., Ltd.

Name and Title of Representativeof Asset Management Company

Michio Yamamoto, President and Representative Director

(8)
(9)
(10)

4-3-1, Toranomon, Minato-ku, Tokyo（Note） MTR will change the trade name on the condition that the Merger becomes effective, and will submit a proposal on the amendment of theCertificate of Incorporation to change the said trade name, etc. to MTR’s general meeting of unitholders to be held on February 1, 2023. Please
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

14refer to the Merger Agreement attached to this press release as Exhibit for details of the amendment of these Certificate of Incorporation.

(2) Major Unitholders and Unitholding Ratio before and after Merger
Before Merger
MTR

MTH

Mori Trust Holdings Inc.

26.52%

Mori Trust Holdings Inc.

36.80%

Custody Bank of Japan, Ltd. (Trust Account)18.86%

Custody Bank of Japan, Ltd. (Trust Account)

18.31%The Master Trust Bank of Japan, Ltd. (Trust
Account)

9.94%

The Master Trust Bank of Japan, Ltd. (Trust
Account)

9.62%

The Nomura Trust and Banking Co., Ltd.
(Investment Trust Account)

3.28%

The Nomura Trust and Banking Co., Ltd.
(Investment Trust Account)

2.85%

SSBTC CLIENT OMNIBUS ACCOUNT

1.34%

SSBTC CLIENT OMNIBUS ACCOUNT

1.94%

After Merger (Simple total after taking into account the merger ratio) (Note)
Mori Trust Holdings Inc.
Custody Bank of Japan, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd. (Trust Account)
The Nomura Trust and Banking Co., Ltd. (Investment Trust Account)
SSBTC CLIENT OMNIBUS ACCOUNTSTATE STREET BANK WEST CLIENT - TREATY 505234
JP MORGAN CHASE BANK 385781
LEGAL + GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITEDDFA INTERNATIONAL REAL ESTATE SECURITIES PORTFOLIO
JP MORGAN CHASE BANK 385771

29.18%
18.72%
9.86%
3.17%
1.50%
1.02%
0.94%
0.91%
0.87%
0.81%

(Note) For the major unitholders and their unit holding ratios after the Merger, the number of investment units is calculated on the basis of the ratios ofinvestment units held by the major unitholders prior to the merger as described above and on the assumption of MTR investment units being allocatedin accordance with the content of “2. Overview of the Merger (3) Allocation of Investment Units under the Merger” above.

(3) Amendment to Asset Management Agreement
After the Merger, MTR plans to continue entrusting its asset management functions to MTAM (to which MTR
is currently entrusting such services). Regarding the asset management agreement currently concluded between
MTR and MTAM, an amendment agreement to the effect that necessary changes will be made in accordancewith the change in the Certificate of Incorporation will be made subject to the effectuation of the Merger andthe amendment of the Certificate of Incorporation.
MTH will terminate the asset management agreement executed between MTH and MTAM as of the effective
date of the Merger subject to approval to be obtained at MTH’s general meeting of unitholders and on thecondition that the Merger become effective.
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

15(4) Amendment to Investment Policy
MTAM is considering making amendment, etc. to the investment policy for MTR’s guidelines on the
management of its assets upon the set-up, etc. of a new investment policy for the diversified REIT as of theeffective date of the Merger on the condition that the Merger and these Certificate of Incorporation become
effective.

(5) Amendment to agreements with sponsors, etc.
MTR and MTAM today concluded an amendment agreement on the provision of information on real estate,etc. (the “Amendment Agreement”) with MORI TRUST. With the conclusion of the Amendment Agreement,
the content of the agreement on the provision of information on real estate, etc. dated March 1, 2016, which
was concluded among MTH, MTAM and MORI TRUST will be substantially succeeded to by MTR as of theeffective date of the Merger on condition that the Merger will become effective.
In addition, in relation to the agreement on sponsor support dated November 1, 2016 (the “Agreement”),
which was concluded among MTH, MTAM and Mori Trust Hotels & Resorts Co., Ltd. (“Mori Trust Hotels &Resorts”), a contract stipulating that the Agreement shall remain effective among MTR, MTAM and Mori Trust
Hotels & Resorts even after the Merger is scheduled to be concluded on condition that the Merger will become
effective.
As stated above, the contract on sponsor support concluded between MTR and MTH and MORI TRUST or
Mori Trust Hotels & Resorts will remain the same without undergoing any substantial amendments even after
the Merger.

VI. Outline of Accounting Treatment
The purchase method is expected to be used in the accounting treatment of the Merger with MTR as theacquiring corporation and MTH as the acquired corporation, applying the Accounting Standards for Business
Combinations (ASBJ Statement No. 21, revised as of January 16, 2019). Goodwill or negative goodwill is
expected to arise as a result of the Merger, but the amount is currently uncertain. It will be announced as soon
as it has been determined.

VII. Outlook
For the business result forecasts after the Merger, please refer to " Notice of Forecasts of the Operating Resultsand 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.
MTR will submit to its general meeting of unitholders to be held on February 1, 2023 a proposal for anamendment to be made to its Certificate of Incorporation with a view to changing its 42nd fiscal period, whichis from October 1, 2022 to the end of March 2023, to the period from October 1, 2022 to the end of February,This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

162023, on the condition that the Merger Agreement will be approved by each general meeting of unitholders of
MTR and MTH. For the outlook of MTR’s business results for the fiscal period ending on February 28, 2023
(from October 1, 2022 to February 28, 2023), which will be the last fiscal period before the effective date of
the Merger, based on the assumption that the proposal will be approved, please see the “MTR Announces
Financial Results for the fiscal period ended September 30, 2022” announced by MTR today.
In addition, for MTH's business result forecasts, please refer to the "Notice Concerning Revisions to Forecastof Management Status and Announcement of Forecast of Money Delivered due to Merger for Fiscal PeriodEnding February 2023" announced today.

* Websites of MTR and MTH
MORI TRUST Sogo Reit, Inc.：https://www.mt-reit.jp/en/index.html

MORI TRUST Hotel Reit, Inc.：

http://www.mt-hotelreit.jp/en/

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

17

(Note 1) In analyzing the above merger ratio, SMBC Nikko Securities has relied on the information provided by MTR and MTH and publicly available information assumingthat all such materials and information are accurate and complete, without independent verification of the accuracy or completeness of those materials and information.
In addition, SMBC Nikko Securities did not make any independent valuation, appraisal, or assessment of the assets or liabilities (including off-balance-sheet assets
and liabilities and any other contingent liabilities) of MTR and MTH, nor has SMBC Nikko Securities requested any such appraisal or assessment from a third-party
institution. Further, SMBC Nikko Securities has assumed that the financial projections provided by MTR and MTH have been prepared in a reasonable manner toreflect the best currently available estimates and judgments by the management of each of MTR and MTH. The analysis of the above merger ratio by SMBC Nikko
Securities was based on the above information that was available as of November 21, 2022.
SMBC Nikko Securities has prepared its analysis solely for the Board of Directors of MTR for the purpose of deliberating the Merger and the analysis may not be
definitively relied upon or used for any other purpose or by any other third party. In addition, SMBC Nikko Securities will not provide any opinion or recommendation
on voting by any of the unitholders of MTR or MTH with respect to the Merger or any other proposed transaction.
(Note 2) In calculating the merger ratio, Mizuho Securities has relied on the publicly available information considered by Mizuho Securities; information provided by MTR and
MTH or the Asset Management Company; financial and other information discussed between Mizuho Securities and MTR and MTH or between Mizuho Securities
and the Asset Management Company; all other information that become substantial basis for calculating the merger ratio, assuming that all such materials andinformation are accurate and complete. Mizuho Securities has not independently verified the accuracy or completeness of such information, nor assumes responsibility
or liability to independently verify them. The contents written in the merger ratio calculation report may be different if there is a material error in the information
provided to Mizuho Securities or discussed by Mizuho Securities with MTR and MTH or their asset managers or in case that there are facts and circumstances that are
not disclosed at the time of issuance of the merger ratio calculation report or that occurred after the time of issuance of the merger ratio calculation report (including
facts that potentially existed at the time of issuance of the merger ratio calculation report and became apparent thereafter) Mizuho Securities assumes that the executive
directors of MTR and MTH are unaware of any fact that could render the information provided to or discussed with Mizuho Securities incomplete or misleading. In
addition, Mizuho Securities does not independently evaluate or appraise the assets and liabilities (including derivative transactions, off-balance-sheet assets andliabilities, and other contingent liabilities) or allowances of MTR and MTH. Mizuho Securities has not been independently provided with an evaluation or appraisal
from a third party, nor has it requested them from a third party. Mizuho Securities is not obligated to inspect the properties or facilities of MTR and MTH, and does notevaluate the unitholders' capital, solvency or fair value of MTR and MTH in accordance with laws related to bankruptcy, etc.
In the calculation of the merger ratio, Mizuho Securities uses assumptions that Mizuho Securities deems reasonable and appropriate if information is not provided ordisclosed by MTR and MTH or their asset managers; even if information is provided or disclosed, the impact of the investment unit value of MTR and MTH is currently
unknown; or if Mizuho Securities could not use the information as a basis for evaluation even using other methods. If it turns out that Mizuho Securities' assumptions
differ in material respects from the facts, Mizuho Securities does not verify the impact that will have on MTR and MTH's future financial position.
Mizuho Securities assumes that financial forecasts and other future information disclosed by MTR and MTH or their asset managers are reasonably prepared andcreated by executive directors of MTR and MTH or officers and employees of their asset managers based on the best forecasts and judgment of business forecasts andfinancial conditions available at the time. Mizuho Securities relies on these assumptions, financial forecasts, and business plans without independently verifying thefeasibility of the above assumptions, financial forecasts, and business plans, and does not express any views regarding the analysis referred to in the merger ratio
calculation report, forecasts, or assumptions underlying them. Mizuho Securities is not a legal, regulatory or tax-related expert and has relied on the evaluations madeby external experts of MTR and MTH regarding such matters. The Merger is assumed to be a non-taxable transaction under the Japanese Corporation Tax Act.
The calculation results of Mizuho Securities were submitted by Mizuho Securities to MTH at the request of MTH for the sole purpose of serving as a reference for
MTH's Board of Directors to determine the merger ratio. Mizuho Securities does not express an opinion on the adequacy of the merger ratio.

This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally
accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document
for all purposes.

18

Exhibit(MERGER AGREEMENT)MERGER AGREEMENTMORI TRUST Sogo Reit, Inc. (“MTR”) and MORI TRUST Hotel Reit, Inc. (“MTH”) enter into
this merger agreement (the “Agreement”) as follows in relation to the merger between MTR and MTH(the “Merger”).
Article 1

Method of the Merger

In accordance with the provisions of this Agreement, MTR and MTH shall implement anabsorption-type merger with MTR as the surviving corporation and MTH as the dissolving
corporation under Article 147 of the Act on Investment Trusts and Investment Corporations (ActNo. 198 of 1951, as amended; the “Investment Trusts Act”).
Article 2

Names and addresses of merging parties

The names and addresses of the surviving corporation and the dissolving corporation are as
follows.
(1) Name and address of the surviving corporation
Name:

MORI TRUST Sogo Reit, Inc.

Address: 3-1 Toranomon 4-chome, Minato-ku, Tokyo(2) Name and address of the dissolving corporation
Name:

MORI TRUST Hotel Reit, Inc.

Address: 3-1 Toranomon 4-chome, Minato-ku, Tokyo
Article 3

Split of MTR’s investment units

Subject to satisfaction of all conditions precedent set forth in Article 13, MTR shall split theinvestment units owned by the unitholders stated or recorded on the final unitholders register of
MTR as of the day immediately preceding the effective date of the Merger (“Effective Date”)
into 2 investment units for every one investment unit on the Effective Date (“Investment Unit
Split”).
Article 4

Method for calculating the number of investment units to be issued andallotted at the time of the Merger and matters regarding the allotment

4.1

At the time of the Merger, MTR shall issue new investment units after the split inaccordance with Article 3 in such number as is calculated by multiplying by 1.84 theaggregate number of investment units in MTH owned by the unitholders stated orrecorded in the final unitholders register of MTH as of the day immediately preceding theEffective Date (excluding MTR, MTH, and the unitholders of MTH who haverequested the purchase of their investment units in accordance with the provisions of19Article 149-3 of the Investment Trusts Act (except for the unitholders who havewithdrawn such request for the purchase); the “Allotted Unitholders”), and shall allot anddeliver to the Allotted Unitholders 1.84 investment units in MTR after the split inaccordance with Article 3 per 1 investment unit in MTH owned by the Allotted Unitholders.
In this case, however, the effect of the allotment and delivery, as well as the Merger, shallbe subject to the condition precedent that the Investment Unit Split takes effect on the
Effective Date, and if the Investment Unit Split does not take effect on the Effective Date,
MTR and MTH shall consult in good faith and reach an agreement for changing theEffective Date specified in Article 6 and for taking other necessary measures for the
Merger to take effect.
4.2

In the case of the preceding paragraph, if there is any fraction of less than 1 investment
unit in the investment units in MTR to be allotted to the Allotted Unitholders, MTR shalltreat such fraction in accordance with the provisions of Article 149-17 of the Investment
Trusts Act.

Article 5

Matters regarding total unitholders’ capital of the surviving corporation

The amount by which the total unitholders’ capital and the capital surplus of MTR will increase
upon the Merger shall be as follows; provided, however, that MTR and MTH may change suchamount upon agreement through consultation, taking into consideration the financial conditionsof MTR and MTH on the day immediately preceding the Effective Date.
(1) Unitholders’ Capital: 0 yen(2) Capital Surplus: The amount obtained by deducting the amount set out in the preceding itemfrom the amount of increase or decrease in the unitholders’ equity, etc., set out in Article 22,
Paragraph 1 of the Ordinance on Accountings of Investment Corporations (Cabinet Office
Ordinance No. 47 of 2006, as amended)
Article 6

Effective Date

The effective date of the Merger shall be March 1, 2023; provided, however, that MTR and
MTH may change the Effective Date upon agreement through consultation, if necessary in order
to complete the procedures for the Merger or for any other reason.
Article 7
7.1

General meeting of unitholders

MTR shall hold a general meeting of unitholders on February 1, 2023 or a date separately
determined by MTR and MTH upon agreement, and request such general meeting ofunitholders to approve (i) this Agreement, in accordance with the provisions of Article
149-7, Paragraph 1 of the Investment Trusts Act, (ii) amendments to the Certificate ofIncorporation as set forth in Exhibit 7.1 as of the Effective Date subject to the Merger
taking effect, and other proposals separately determined by MTR and MTH upon
agreement. However, this shall not apply if MTR and MTH separately agree through20

consultation.
7.2

MTH shall hold a general meeting of unitholders on January 31, 2023 or a dateseparately determined by MTR and MTH upon agreement, and request such general
meeting of unitholders to approve (i) this Agreement, in accordance with the provisionsof Article 149-2, Paragraph 1 of the Investment Trusts Act, (ii) termination of the asset
management agreement between MTH and MORI TRUST Asset Management Co., Ltd.
(“MTAM”) as of the Effective Date subject to the Merger taking effect, and otherproposals separately determined by MTR and MTH upon agreement. However, this shallnot apply if MTR and MTH separately agree through consultation.

Article 8

Post-merger trade name and related entities, etc. of MTR

8.1

MTR’s post-merger trade name shall be MORI TRUST REIT, Inc.

8.2

MTR’s asset manager (which shall mean an asset manager as referred to in Article 2,
Paragraph 21 of the Investment Trusts Act; the same hereinafter), asset custody company(which shall mean an asset custody company as referred to in Article 2, Paragraph 22 of
the Investment Trusts Act; the same hereinafter), administrative agent (which shall meanan administrative agent as referred to in Article 2, Paragraph 23 of the Investment Trusts
Act to which the services set out in each item of Article 117 of the Investment Trusts Act
shall be entrusted; the same hereinafter), and accounting auditor shall not be changed
upon the Merger.

8.3

Subject to the effectiveness of the Merger, MTH shall, upon the Effective Date, terminate
MTH’s asset management agreement with its asset manager, asset custody agreementwith its asset custody company and administration agreements with its administrative
agents, and any other agreement separately determined by MTR and MTH upon
agreement; provided, however, that MTR shall succeed to the obligations of MTH to pay
the fees that have to be paid under the agreements set forth in this paragraph that have notbeen paid as of the Effective Date.

8.4

Notwithstanding the preceding three paragraphs, MTR and MTH may change theprovisions thereof upon agreement through consultation.

Article 9

Payment upon the Merger

In lieu of cash distribution to the unitholders of MTH for MTH’s fiscal period ending on the day
immediately preceding the Effective Date (distribution of profits), MTR shall make a payment
to the Allotted Unitholders upon the Merger. The amount of such payment shall becalculated by the following formula (with any fractional amount of less than one yen to berounded down) per 1 investment unit in MTH owned by the Allotted Unitholders, and within aperiod after the Effective Date that is reasonable in consideration of the determination of profit
for that fiscal period of MTH, the process of rendering payment upon the Merger, and otherfactors:

21

Distributable profit of MTH as ofAmount of payment
upon the Merger per 1

the day immediately
preceding the Effective Date=investment unit

Outstanding investment units in MTH as ofthe day immediately
preceding the Effective Date

In the formula set out above, the term “Distributable profit of MTH as of the day immediately
preceding the Effective Date” shall mean the amount of profits as set forth in Article 136,
Paragraph 1 of the Investment Trust Act as of the day immediately preceding the Effective Date,and the term “Outstanding investment units in MTH as of the day immediately preceding theEffective Date” shall mean the number of investment units calculated by deducting the numberof investment units held by the unitholders of MTH other than the Allotted Unitholders from theoutstanding number of investment units in MTH as of the day immediately preceding theEffective Date.
Article 10

Cash distribution

10.1 Until the Effective Date, MTR shall distribute 3,960,000,000 yen in total (3,000 yen per
1 investment unit) to unitholders or investment unit pledge holders stated or recorded on
the final unitholders register of MTR as of September 30, 2022 as cash distributions forthe fiscal period ended on September 30, 2022, and except for such cash distributions,
MTR shall not pay any cash distributions to any unitholder or purchase investment units
for consideration by agreement with any unitholder.
10.2 Until the Effective Date, MTH shall distribute 1,144,500,000 yen in total (2,289 yen per
1 investment unit) to unitholders or investment unit pledge holders stated or recorded on
the final unitholders register of MTH as of August 31, 2022 as cash distributions for the
fiscal period ended on August 31, 2022, and except for such cash distributions, MTH shallnot pay any cash distributions to any unitholder or purchase investment units forconsideration by agreement with any unitholder.
10.3 Notwithstanding the preceding two paragraphs, if the Effective Date is changed to a dateafter March 1, 2023, MTR and MTH will determine the treatment of cash distributions
upon agreement through consultation.

Article 11

Succession of corporate property

On the Effective Date, MTR shall succeed to any and all assets, liabilities, rights and obligationsof MTH existing as of the Effective Date.

22

Article 12

Covenants

12.1 From the execution date of this Agreement to the Effective Date, MTR and MTH shalleach conduct their respective businesses and manage and operate their respective
properties with the due care of a prudent manager, and cause their respective asset
managers, asset custody companies, administrative agents, and other third parties to do
the same, and shall obtain the prior consent of the other party before taking any actionthat might materially affect their respective assets, rights or obligations (including, but
not limited to, issuance of investment units; issuance of investment corporation bonds(excluding issuance or borrowing for redemption of existing investment corporation
bonds or repayment of existing borrowings) or new borrowing (excluding issuance orborrowing for redemption of existing investment corporation bonds or repayment ofexisting borrowings); conclusion or execution of agreement on sales or acquisition ofproperties, etc. (real properties or specified assets secured mainly by real properties;
hereinafter the same), unless otherwise expressly provided for herein or in any otheragreement executed as of the execution date of this Agreement. In addition, for the
avoidance of doubt, even if expressly stipulated in this Agreement and based on theagreement that has been concluded as of the date of the conclusion of this Agreement,
when the relevant contract is changed or terminated after the conclusion of thisAgreement, it shall be conducted with the prior consent of the other party.
12.2 MTR and MTH shall immediately give notice to the other party, if, during the period on
or before the Effective Date, either party learns of any event which may reasonably havea material impact on their business, financial condition, or the Merger (including, but notlimited to, violations of contractual financial covenants and other provisions related toborrowing, violations of laws and regulations by MTR or MTH, and indications from
authorities). In this case, MTR and MTH shall discuss and consider how to deal withsuch event in good faith and shall use best efforts to resolve such issues.
12.3 By the effective date, MTH shall obtain a memorandum from the contracting party to theeffect that the following agreement will not be terminated due to cancellation or otherreasons, or make arrangements for such purpose as may be separately agreed upon by
MTR and MTH.
(i)

Sponsor support agreement dated November 1, 2016 between MTAM, MTH and Mori
Trust Hotels & Resorts Co., Ltd.

12.4 MTR and MTH shall take practical measures necessary for MTR to succeed to MTH's
assets, liabilities and obligations associated with the Merger from the date of executionof this Agreement until it becomes effective, and provide necessary cooperation such as
mutual information exchange and have each asset management company provide
necessary cooperation to implement such measures.

23Article 13

Conditions for the Merger

If any of the following preconditions for the Merger to take effect has not been met on the day
preceding the Effective Date, or if it becomes clear that any of the following preconditions for
the Merger to take effect have not been met by the day before the Effective Date, the contracting
parties (excluding the party in case that fails to satisfy the preconditions due to a reason
attributable to itself or its asset manager) to this Agreement may terminate this Agreement
without assuming any liability or payment obligation to the other party by giving written noticeto the other party before the Effective Date (provided that this shall not apply for any liability
or payment obligation owed by the party which provided such notice pursuant to breach of any
other provision of this Agreement)(1)

Approval of each of MTR's and MTH's general meeting of unitholders that is necessary
to execute the Merger or matters intended related to the Merger (approval of MTR's
general meeting of unitholders shall be the approval of proposals stipulated Article 7,
Paragraph 1 (i) and (ii) and other proposals separately agreed upon by MTR and MTH;
approval of MTH's general meeting of unitholders shall be the approval of proposals
stipulated Article 7, Paragraph 2 (i) and (ii) and other proposals separately agreed uponby MTR and MTH); completion of procedures in accordance with other applicable laws
and regulations; completion of obtaining necessary permits and approvals;(2)

neither MTR nor MTH is in breach of a contractual obligation (including those under thisAgreement) or financial covenant or delayed in payment of a monetary debt (including
taxes and other public charges); provided, however, that minor breaches and delays inpayment shall be excluded;(3)

there is no occurrence of any acceleration event (including any event that would
constitute an acceleration event either with the passage of time or notice, or both),suspension of payments, or insolvency by MTR or MTH;

(4)consent has been obtained from each financial institution lending money to MTR or MTH
with respect to conducting the Merger and the basic borrowing conditions applicable onor after the effective date of the Merger (regarding the agreement related to the borrowing,
including necessary measures separately agreed by MTR and MTH to ensure that there will be
no violation of financial covenants, breach of covenants, or loss of time benefit at MTR after
the Merger), and such consent has not been withdrawn;(5)

MTR and MTH have reasonably confirmed that filing of Form F-4 is not required for the
Merger under the U.S. Securities Act;

(6)

no petition for the commencement of bankruptcy procedures, civil rehabilitation
procedures, or any other similar legal insolvency procedures is filed with respect to MTRor MTH;(7)

MTR and MTH, as well as the asset manager of MTR and MTH, have not been subject
to revocation of registration by a supervisory agency, suspension of all or a part of its
24

business, or other administrative disposition that materially impairs, or has a materiallyadverse effect on, the implementation of the Merger; and(8)in addition to the above, there is no event which is reasonably judged to materially impede
the Merger or to make it impracticable.

Article 14

Change of conditions for the Merger and termination of this Agreement

14.1 If, during the period from the execution date of this Agreement to the Effective Date, (i)there is any material change in the assets or the business condition of MTR or MTH, (ii) it
is reasonably concluded that the implementation of the Merger has become impossible or
impracticable, (iii) it becomes difficult to achieve the purpose of the Merger for any otherreason, or (iv) it becomes clear that there are grounds to believe that any of the above
circumstances may arise, then MTR and MTH may, upon agreement through consultationin good faith, change the conditions of the Merger or any other provisions of thisAgreement, or terminate this Agreement.

14.2 The provisions of this paragraph and Articles 16 through 18 shall survive even if thisAgreement is terminated pursuant to the preceding article or the preceding paragraph.

Article 15

Announcements

In the event MTR or MTH makes a public announcement in relation to the Merger such as theexecution of this Agreement, its contents, or otherwise, the party shall make such announcement
only with the prior consent of the other party hereto as to the announcement’s content, timing,
method, etc.
Article 16

Costs and expenses

Each of MTR and MTH shall be responsible for its own expenses incurred by each of them
before the Effective Date relating to the execution and performance of this Agreement (including,but not limited to, fees to legal counsels, certified public accountants, tax accountants, researchcompanies, advisers and other experts appointed by each of them), and each of MTR and MTH
shall record the expenses that it is responsible for as expenses for the fiscal period ending before
the Effective Date; provided, however that this shall not apply to the expenses to be separately
discussed and agreed upon between MTR and MTH.

Article 17

Governing law

This Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 18

Jurisdiction

MTR and MTH agree that the Tokyo District Court shall be the court of first instance having
25

exclusive jurisdiction in any dispute related to this Agreement.

Article 19

Good faith consultation

Any necessary matters concerning the Merger as well as those provided for in this Agreement
shall be separately determined through mutual consultation by MTR and MTH in accordancewith the purpose of this Agreement.
(The remainder of this page has been intentionally left blank.)

26

This Agreement has been prepared in two originals, to which each of MTR and MTH shall affix
its name and seal and retain one original.

November 22, 2022

MTR

MORI TRUST Sogo Reit, Inc.
3-1 Toranomon 4-chome, Minato-ku, Tokyo
Executive Director
Masayuki Yagi

MTH

MORI TRUST Hotel Reit, Inc.
3-1 Toranomon 4-chome, Minato-ku, Tokyo
Executive Director
Nobuyuki Aizawa

27

Exhibit 7.1 (Proposed Amendments to the Certificate of Incorporation)
Proposed Amendments to the Certificate of Incorporation(Amended parts are underlined.)
Current Certificate of Incorporation

Proposed Amendments

Article 1 (Trade Name)

Article 1 (Trade Name)

This investment corporation's trade name isThis investment corporation's trade name is

MORI TRUST Sogo Reit,Inc.

MORI TRUST REIT, Inc.

Article5(Totalnumberofauthorized

Article5(Totalnumberofauthorized

investment units)

investment units)

1. The Total number of authorized investment

1. The Total number of authorized investment

units shall be 10,000,000.

units shall be 20,000,000.

2 (Text omitted)

2 (Unchanged)

Article 9 (Convocation)

Article 9 (Convocation)

1. General Meetings of Unitholders shall be

1. General Meetings of Unitholders shall be

convened without delay on May 25, 2017,

convened without delay on April 25, 2023,

and subsequently convened on May 25 ofand subsequently convened on April 25 ofevery other year without delay.

every other year without delay.

2 to 4 (Text omitted)

2 to 4 (Unchanged)

5. (New)

5. This investment corporation shall deliver
information in reference documents for
GeneralMeetings

ofUnitholders

inelectronic form. This investment corporation
may exclude all or part of the information
specified in paragraph 4, Article 162 of theRegulation for Enforcement of the Act on
Investment

TrustsandInvestment

Corporations (Order of the Prime Minister's
Office No. 129 of November 17, 2000,
including subsequent revisions; hereinafterthe“Ordinancefor

Enforcementof

Investment Trust Act”) as part of theinformation provided in electronic form
from the information delivered in writing toan investment unitholder who has requested
written documents.
Article 26 (Asset management targets andArticle 26 (Asset management targets andpolicies)

policies)

Asset management targets and policies are as

Asset management targets and policies are as

follows:

follows:
28

Current Certificate of Incorporation

Proposed Amendments(1) (Text omitted)(1) (Unchanged)(a) (Text omitted)(a) (Unchanged)(b) The primary use of the real estate, etc.

(b) The primary uses of the real estate, etc.

this investment corporation invests inthis investment corporation invests inshall be offices. This investment

shall be offices and lodging facilities

corporation

shall(hotels, inns, etc. and facilities

investment

bydiversify
includingits
retailattachedtolodgingfacilities,

facilities, hotels, housing, etc. The

hereinafter “lodging facilities,” andprimary location of the real estate thishereinafter “Core Assets,” including

investment corporation invests inoffices). This investment corporation

shall

This

shall diversify its investment byinvestment corporation shall diversify

including retail facilities, housing,its investment by including areas

etc. The primary location of offices

surrounding central Tokyo, regional

this investment corporation invests incities, etc.

shall

be

centralTokyo.

becentralTokyo.

This

investment corporation shall diversify
its investments by including areas
surrounding central Tokyo, regional
cities, etc. The primary locations of
lodging facilities this investment
corporation invests in shall be major
cities across Japan (i.e., the 23 wardsof Tokyo and ordinance-designatedcities) and distinguished tourist sites(i.e., areas having attractive culturalproperties, tourist attractions, etc.,
which already appeal to tourists orwill likely appeal to tourists in the
future).
(c) (Text omitted)(c) (Unchanged)(d) This investment corporation shall invest(d) This investment corporation shall invest

primarily in the Portfolio specified inprimarily in the Portfolio specified initem (i), Article 105 of the Regulation

item (i), Article 105 of the Ordinancefor Enforcement of the Act onfor Enforcement of Investment Trust

Investment Trusts and Investment

Act.

Corporations (Order of the Prime
Minister's Office No. 129 of November
17,

2000,

including

subsequent

revisions).
29

Current Certificate of Incorporation

Proposed Amendments(2) (Text omitted)(2) (Unchanged)(3) (Text omitted)(3) (Unchanged)(a) (Text omitted)(a) (Unchanged)(b) Other specific assets(b) Other specific assets

This investment corporation may invest inThis investment corporation may invest in

the following specific assets in addition to

the following specific assets in addition to

the specified assets in item (a), paragraphthe specified assets in item (a), paragraph(3) of this Article.

(3) of this Article.

A. to I. (Text omitted)

A. to I. (Unchanged)

J. Other securities (specified in Article 2,

J. Other securities (specified in Article 2,

Paragraphs 1 and 2 of the Financial

Paragraphs 1 and 2 of the Financial

Instruments

Instruments

andExchange

Act),

and

ExchangeAct),excluding those falling down into D. andexcluding those falling down into D.

I. above.

and I. above and M. below.

K. to M. (Text omitted)

K. to M. (Unchanged)(c) (Text omitted)(c) (Unchanged)(4) (Text omitted)(4) (Unchanged)(a) (Text omitted)(a) (Unchanged)(b) (Text omitted)(b) (Unchanged)(c) Real estate used primarily for offices(c) Real estate used primarily as Core Assets

shall be selected as investment

shall be selected as investment

properties. To reduce risks associatedproperties. To reduce the risks

with the concentration of the uses ofassociated with the concentration ofbuildings, this investment corporation

the uses of buildings, this investment

shall diversify its investment bycorporation

shall

including retail facilities, hotels,

investmentbyhousing, etc. Real estate locatedfacilities, housing, etc. The selection

primarily in central Tokyo shall beof the locations of the real estate to be

selected as investment properties. To

invested in shall be as provided in

reduce risks associated with cash flow

Item (b), Paragraph (1) of Article 26.

fluctuations such as risks related to

To reduce risks associated with cash

earthquakes, vacancies, etc., thisflow fluctuations such as risks related

investment corporation shall diversify

to earthquakes, vacancies, etc., this

its investment by including areas

investment corporation shall diversify

surrounding

areas.

central

Tokyo

and

regional cities.
(d) to (g) (Text omitted)(d) to (g) (Unchanged)(5) (Text omitted)(5) (Unchanged)(6) (Text omitted)(6) (Unchanged)
30

diversify
includingits
retailCurrent Certificate of Incorporation

Proposed Amendments

Article 27 (Valuation method, standards, andArticle 27 (Valuation method, standards, andrecord date)record date)1 (Text omitted)

1 (Unchanged)(1) (Text omitted)(1) (Unchanged)(2) Marketable securities (excluding those(2) Marketable securities (excluding thosecorresponding to B or E of Item (1) ofcorresponding to B or E of Item (1) of

this paragraph)this paragraph)

A value calculated based on the final

Securities categorized as held-to-

price announced or a value equivalentmaturity bonds shall be valuated atto this calculated using a rational

theirmethod.

categorized

The acquisition cost may be used for

securities are valuated at their market

valuation if there is no market priceprices. Stocks, etc. that do not have aequivalent to the above or a rationallymarketcalculated price.

acquisition cost.

acquisition
as

value

cost.

Those

available-for-salearevaluated(3) (Text omitted)(3) (Unchanged)(4) Rights related to derivative trading(4) Rights related to derivative trading

A. Those listed on a financialatClaims and obligations arising from

instruments exchange

derivative trading are valuated at

Value calculated based on amarket prices.

closing price at the financial

However, hedge accounting can be

instruments exchange (quote if

applied to those recognized as hedging

there is no closing price) (lowest

based

bearishaccounting

pricedisclosed

or

on

the

generally-accepted

principles.

Exceptional

highest bullish price, the middle

accounting treatment for interest-rate

rate if both are disclosed.) If noswaps can be applied to those meeting

final price is available on thetherecord date, valuation is based

accounting treatment for interest-rateon the final price on the last day

swaps specified in the Accounting

before the record date.

Standard for Financial Instruments.

B. Those without a market price at afinancial instrument exchange
Any price rationally calculated
as equivalent to the market price,
if available. Purchase price if
calculating

fair

value

is

extremely difficult.

31

requirementsofexceptional

Current Certificate of Incorporation

Proposed Amendments

C. Regardless of A and B above,
hedge accounting can be applied
to those recognized as hedging
based on the generally-accepted
accounting

principles.

Exceptional

accounting

treatment for interest-rate swaps
can be applied to those meeting
the requirements of exceptional
accounting

treatmentforinterest-rate swaps specified in
the Accounting Standard for
Financial Instruments.
(5) (Text omitted)(5) (Unchanged)

Article 28. (Accounting period)

Article 28. (Accounting period)

The business period of this investment

The

corporation shall be six months from April 1 tocorporation shall be six months from March 1 tothe end of September of the same year and six

the end of August of the same year and six

months from October 1 to the end of March ofmonths from September 1 to the end of February

the following year. The final day of each periodof the following year. The final day of eachshall be the closing date.

period shall be the closing date. However, thebusiness

periodof thisinvestment

42nd business period shall be from October 1,
2022 to February 28, 2023.
Article 32. (Standards for the amount or

Article 32. (Standards for the amount or

payment

paymentof

remunerationforaccountingof

remunerationforaccounting

auditor)auditor)Remuneration for an accounting auditor shall be

Remuneration for an accounting auditor shall bean amount determined by the Board of Directors

an amount determined by the Board of Directors(up to 15 million yen per business period). It is(up to 20 million yen per business period). It is

paid into a bank account specified by thepaid into a bank account specified by theaccounting auditor within two (2) months fromaccounting auditor within two (2) months fromthe receipt of a payment request submitted by

the receipt of a payment request submitted by

the accounting auditor after all audit reports

the accounting auditor after all audit reports

required by the Investment Trust Act and otherrequired by the Investment Trust Act and otherlaws and regulations are received.

laws and regulations are received.

32

Current Certificate of Incorporation

Proposed Amendments

Article 33. (Standards for the amount or Article 33. (Standards for the amount or
payment of asset management fees

payment of asset management fees

paid

paid

to

company

the

asset

management

engaging

in

asset

to

company

management)

the

asset

management

engaging

in

asset

management)

The standards for the amount or payment of

The standards for the amount or payment ofasset management fees paid to the asset

asset management fees paid to the asset

management company contracted by thismanagement company contracted by thisinvestment

investment

corporation

tooperateasset

corporation

tooperateasset

management shall be as specified below. This

management shall be as specified below. This

investment

investment

corporation

shall

pay

the

corporation

shall

pay

the

remuneration specified in each item to the asset

remuneration specified in each item to the asset

management company through the procedures

management company through the procedures

and timing specified below.

and timing specified below.

(1) Management fee 1(1) Management fee 1

In each business period, the appraisal

In each business period, the appraisal

value of assets at the end of thevalue of assets at the end of thecurrent and previous accounting

current and previous accounting

periods (specific assets specified inperiods (specific assets specified in

items (a) and (b), paragraphs (3) ofitems (a) and (b), paragraphs (3) of

Article 26 of this Certificate of

Article 26 of this Certificate ofIncorporation (The specific assets

Incorporation (The specific assets

specified in item (b) of the same

specified in item (b) of the same

paragraph shall be limited to thoseparagraph shall be limited to thoseassets the ownership of which isassets the ownership of which ispractically and economically deemedpractically and economically deemed

the possession of real estate, etc.

the possession of real estate, etc.

related to the specific assets)). The

related to the specific assets)). The

management fee shall be the amountmanagement fee shall be the amountderived by averaging the total amountderived by averaging the total amountof each method specified in Article 2of each method specified in Article 2of the Certificate of Incorporation,of the Certificate of Incorporation,

multiplying the results by a fee rate ofmultiplying the results by a fee rate of

up to 0.2% determined by the Board

up to 0.2% determined by the Boardof Directors, and multiplying theof Directors, and multiplying theresult by 50%. A quarter of theresult by 50%. A quarter of theamount derived by multiplying a rate

amount derived by multiplying a rateof up to 0.2% of the total amount ofof up to 0.2% of the total amount ofappraisal value of assets at the end ofappraisal value of assets at the end of33

Current Certificate of Incorporation

Proposed Amendments

the previous period determined by thethe previous period determined by the

Board of Directors shall be paid on

Board of Directors shall be paid on

June 30 and December 31 of each

May 31 and November 30 of eachyear. Any amount in excess or shortyear. Any amount in excess or shortshall be adjusted without delay after

shall be adjusted without delay after

the results for the accounting period

the results for the accounting period

are finalized.

are finalized.

(2) Management fee 2(2) Management fee 2

The amount shall be derived by

The amount shall be derived bymultiplying a rate of up to 3% of

multiplying the result of dividing

distributable income calculated in the

profit before deducting Management

accountingisfee 2 in each business period by thedetermined by the Board of Directors.

total number of investment units

Distributable income shall be theoutstanding in each accounting periodamount of profit before income taxes(rounded off to the nearest yen) by theadded to the total amount of any loss

rate of up to 0.0012% determined bycarried forward before deducting

the Board of Directors.

Management

Profit before Management fee 2 is theperiod,

fee

which

2

calculated

pursuant to corporate accounting

amountderivedbystandards generally deemed fair andamortization of goodwill to andappropriate in Japan.

subtracting

Management fee 2 shall be paid

goodwill incurred from profit before

without delay after the results of theincome taxes calculated pursuant toaccounting period are finalized.

corporate

gains

on

accounting

addingnegativestandards

generally deemed fair and appropriate
in

Japan

Management(beforesubtracting

fee

and

2

non-

deductible consumption tax and otherdues applicable to Management fee2), after adding the total amount of
any

loss

carriedforward.

Management fee 2 shall be paid
without delay after the results of theaccounting period are finalized.
(3) (Text omitted)(3) (Unchanged)(4) (Text omitted)(4) (Unchanged)34

Current Certificate of Incorporation
Article 38 (New)

Proposed Amendments
Articles 38. (Effect of Revision of the Certificate
of Incorporation)
1. TherevisionoftheCertificateofIncorporation related to Articles 1, 5, 9.1, 26,
28, 32, and 33 shall take effect on thecondition that the absorption-type merger ofthis investment corporation, the surviving
corporation, and MORI TRUST Hotel Reit,
Inc., the dissolving corporation, (hereinafterreferred to as the “Merger”) comes into force
based on the merger agreement signed
between this investment corporation and
MORI

TRUST

Hotel

Reit,

Inc.

on

November 22, 2022. This Article shall bedeleted after the revision of the Certificate ofIncorporation takes effect pursuant to theprovision hereof.
2. If specific assets are passed down from
MORI TRUST Hotel Reit Inc. through the
Merger, the amount of the Management fee
1 for the business period from March 1, 2023
to August 31, 2023 shall be calculated byincluding the period-end appraisal value of
assets of MORI TRUST Hotel Reit Inc., thedissolving corporation, as of February 28,
2023, in the period–end appraisal value of
assets of this investment corporation.

35