September 14, 2022
For Translation Purposes Only
Real Estate Investment Fund Issuer:
Mori Hills REIT Investment Corporation(Securities Code: 3234)
1-12-32 Akasaka, Minato-ku, Tokyo
Hideyuki Isobe, Executive Director
Asset Manager:
Mori Building Investment Management Co., Ltd.
Hideyuki Isobe, President & CEO
Inquiries: Ryosuke Kanazawa
Chief General Manager andGeneral Manager of Planning Department
TEL: +81-3-6234-3234

MHR Announces Transaction with a Related Party (Mori Building Co., Ltd.)(ARK Mori Building)Mori Hills REIT Investment Corporation (hereinafter “MHR”) announced that Mori Building
Investment Management Co., Ltd. (hereinafter “MIM”), to which MHR entrusts its asset
management, decided today to conduct a transaction with a related party, etc. as stipulated in theAct on Investment Trusts and Investment Corporations (hereinafter “Investment Trusts Act”). The
details are as follows.
1. Transaction Overview
MHR has decided to renew the building lease (master lease) and property management agreement
between Mori Building Co., Ltd. on April 1, 2023 of ARK Mori Building 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.
ARK Mori Building, fourth basement to(1)
Leased property:
1st floor (Heating and cooling supply area)(2)

Leased area:

3,212.41 m2(3)

Lessee:Mori Building Co., Ltd.

(4)

Leasing scheme:

Fixed-rent master lease(5)

Term of agreement before renewal :From April 1, 2013 to March 31, 2023

(6)

Term of agreement after renewal:

From April 1, 2023 to March 31, 2028

(7)

Monthly rent before renewal:

17,961,568 yen(8)Monthly rent after renewal:

17,961,568 yen(9)Security deposits before change:

107,769,408 yen(10)Security deposits after change:

107,769,408 yen(11)Planned date of change:

April 1, 2023

(12)

Date of execution:

September 30, 2022
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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

Capital79,500 million yen (as of March 31, 2022)

Established

June 2, 1959

Major shareholder

Mori Kiyo Co., Ltd. (as of March 31, 2022)

Net assets

464,594 million yen (as of March 31, 2022)

Total assets

1,956,167 million yen (as of March 31, 2022)

Relationship with MHR and Asset Manager (as of September 14, 2022)
Capital relationship

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

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

Business relationship

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

Application of status Mori Building falls under the category of other affiliated companies
as a related partyof MHR. In addition, it is the parent company of the Asset Manager.
4. OtherUpon consultation with Mori Building Co., Ltd., the following appraisal values were decided to be
the revised amounts.
Appraisal value by Japan Real Estate Institute concerning continuous monthly rents
Appraisal value

17,961,568 yen

Appraisal dateAugust 1, 2022

5. Procedures Concerning Transactions with Related Party, etc.
To comply with applicable laws and regulations and with the asset management agreement, aswell as to prevent the interests of MHR from being negatively impacted, the Asset Manager has
conducted adequate procedures pursuant to the Related Parties Transaction Guidelines. In
addition, MIM will deliver a written statement to MHR, pursuant to the Investment Trusts Act.

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6. Outlook
For the forecast of business results, please refer to the “Financial Report for the Thirty-second
Fiscal Period Ended July 2022” separately announced today.
MHR’s website address is https://www.mori-hills-reit.co.jp/en/

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