March 13, 2020
For Translation Purposes Only
Real Estate Investment Fund Issuer:
Mori Hills REIT Investment Corporation(Securities Code: 3234)
1-12-32 Akasaka, Minato-ku, Tokyo
Hideyuki Isobe, Executive Director
Asset Manager:
Mori Building Investment Management Co., Ltd.
Hideyuki Isobe, President & CEO
Inquiries: Akira Nemoto
General Manager, Financial Department
TEL: +81-3-6234-3234
MHR Announces Transaction with a Related Party (Mori Building Co., Ltd.)(Roppongi Hills Mori Tower)
Mori Hills REIT Investment Corporation (hereafter “MHR”) announced that Mori Building
Investment Management Co., Ltd. (hereafter “MIM”), to which MHR entrusts its asset
management, decided today to conduct a transaction with a related party, etc. as stipulated in theAct on Investment Trusts and Investment Corporations (hereafter “Investment Trusts Act”). The
details are as follows.
1. Transaction Overview
MHR has decided to renew the building lease (master lease) and property managementagreement between Mori Building Co., Ltd. on September 16, 2020 of Roppongi Hills Mori
Tower owned by MHR.
2. Summary of the Renewal and Reasons
Based on the appraisal on continuing rent from Japan Real Estate Institute and result of thediscussion between the parties, MHR has decided to renew the agreement under the same
conditions as below which are equivalent to those of before renewal.
(1)

Leased property: Roppongi Hills Mori Tower, 28th floor(2)

Leased area

: 4,460.13 m2(3)

Lessee: Mori Building Co., Ltd.

(4)

Leasing scheme: Fixed-rent master lease(5)

Term of agreement before renewal : From September 16, 2015 to September 15, 2020

(6)

Term of agreement after renewal: From September 16, 2020 to September 30, 2025

(7)

Monthly rent before renewal: 49,245,410 yen(8)Monthly rent after renewal: 49,245,410 yen(9)Security deposits before change: 492,454,100 yen(10)

Security deposits after change: 492,454,100 yen(11)Planned date of change: September 16, 2020

(12)

Date of execution: March 13, 2020

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3. Overview of Related Party, etc.
Name

Mori Building Co., Ltd.

Location

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

Representative

Shingo Tsuji, President & CEO

Scope of business

General developer

Capital

67,000 million yen (as of March 31, 2019)

Established

June 2, 1959

Major shareholder

Mori Kiyo Co., Ltd. (as of March 31, 2019)

Net assets

357,236 million yen (as of March 31, 2019)

Total assets

1,673,400 million yen (as of March 31, 2019)

Relationship with MHR and Asset Manager (as of March 13, 2020)
Capital relationship

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

Personnel relationship

One of the officers and employees of the Asset Manager isseconded from Mori Building.

Business relationship

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

Mori Building falls under the category of other affiliatedApplication of statuscompanies of MHR. In addition, it is the parent company of theas a related party
Asset Manager.
4. OtherUpon consultation with Mori Building Co., Ltd., the following appraisal values were decided tobe the revised amounts. An amount equivalent to the management association fee due to theaforementioned change in the payer of the fee will be added separately to finalize the monthly
rents after the revision.
Appraisal value by Japan Real Estate Institute concerning continuous monthly rents
Appraisal value

49,245,410 yen

Appraisal dateFebruary 1, 20202

5. Procedures Concerning Transactions with Related Party, etc.
To comply with applicable laws and regulations and with the asset management agreement, as
well as to prevent the interests of MHR from being negatively impacted, the Asset Manager has
conducted adequate procedures pursuant to the Related Parties Transaction Guidelines. Inaddition, MIM will deliver a written statement to MHR, pursuant to the Investment Trusts Act.
6. Outlook
For the forecast of business results, please refer to the “Financial Report for the Twenty-seventh
Fiscal Period Ended January 2020” separately announced today.
MHR’s website address is https://www.mori-hills-reit.co.jp/en/

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