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

Notice of the Approval of Merger Agreement
and Revision of Certificate of Incorporation
Tokyo, December 22, 2022— MORI TRUST Sogo Reit, Inc. (“MTR”) hereby announces that at a meeting held
today, its Board of Directors passed a resolution to propose the following details of the approval for a merger
agreement and revision of the Certificate of Incorporation at the 16th Investors' Meeting of MTR (the “Investors'Meeting”) to be hold on February 1, 2023.
The items below will become effective upon approval at the Investors' Meeting.
1.

Approval for the merger agreement with MORI TRUST Hotel Reit, Inc.
As announced in the Notice Concerning Execution of the Merger Agreement by and between MORI TRUSTSogo Reit, Inc. and MORI TRUST Hotel Reit, Inc. dated November 22, 2022, MTR and MORI TRUST Hotel Reit,Inc. ("MTH") agreed to carry out an absorption-type merger (the “Merger"), in which MTR is a surviving
corporation and MTH is a dissolving corporation, that would enter into force on March 1, 2023, and concluded amerger agreement (the “Merger Agreement") dated November 22, 2022.
MTR requests that its unitholders support the purport of the Merger and approve the conclusion thereof.

2.

Partial revision of the Certificate of Incorporation
The revision will be made for the following reasons.
(The numbering of the clauses in this section represents the numbering of the clauses in the current Certificate ofIncorporation unless otherwise notified.)(1) As a result of the Merger, changes necessary for the change of the trade name of MTR to MORI TRUSTREIT, Inc. as of the effective date of the Merger will be made. (Notes to Article 1 of the Certificate ofIncorporation)

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

(2) MTR plans to implement a two-for-one split of investment units of MTR for the purpose of issuing at least
one investment unit of MTR to all unitholders of MTH due to the Merger. The total number of authorized
investment units of MTR is raised to 20,000,000 in advance in response to an increase in the total numberof investment units outstanding as a result of the investment unit split. (Notes to Item 1, Article 5 of theCertificate of Incorporation)(3) Changes necessary for the timing of the convocation of Investors' Meetings will be made in line with thechange of accounting period as described later (paragraph (8)) as a result of the Merger. (Notes to Item 1,Article 9 of the Certificate of Incorporation)(4) The revised provisions (including revision of Investment Trust Act, etc. relate to this) specified in Article 3of the Supplementary Provisions of the Act Prescribing Adjustments to the Relevant Acts to Coordinate with
the Enforcement of the Act Partially Amending the Companies Act (Act. No. 71, 2019) took effect on
September 1, 2022, and, on the same day, the supply of information materials for Investors' Meetings in adigital format was introduced. Accordingly, changes necessary for the introduction of digital documents will
be made and a provision to allow the omission of all or part of matters to be provided in a digital format
from written documents issued at the request of unitholders will be added. (Notes to Item 5, Article 9 of theCertificate of Incorporation)(5) With the implementation of the Merger, MTR’s core investment targets will expand to include real estateused as lodging facilities in addition to the conventional office buildings, and the necessary provisions forthe target regions, etc. of the newly added lodging facilities will be added. (Notes to Items (1) and (4), Article
26 of the Certificate of Incorporation)(6) Corrections necessary to add other specified assets that will be newly excluded from “other securities” will
be made. (Notes to Item (3), Article 26 of the Certificate of Incorporation)(7) Due to the application of the Accounting Standard for Financial Instruments (Accounting Standards Boardof Japan Statement No. 10) revised on July 4, 2019 (including related accounting standards and application
guidelines which were newly established or revised), a partial correction will be made to make necessarychanges to asset evaluation methods. (Notes to Items (2) and (4), Paragraph 1, Article 27 of the Certificateof Incorporation)(8) Changes necessary to change MTR’s accounting periods from March 31 and September 30 of each year tothe last day of February and to August 31 of each year will be made as a result of the Merger. Due to thischange, the record date for distribution for the 42nd period will be changed from March 31, 2023, to February
28, 2023. (Notes to Article 28 of the Certificate of Incorporation)(9) The upper limit of the amount of compensation for accounting auditors will be raised from 15 million yen
to 20 million yen to allow the adjustment of compensation for accounting auditors to levels appropriate forthe audit duties requested of them in preparation for an increase in audit operations due to the expansion ofworking assets as a result of the Merger, while the roles and responsibility of accounting auditors continue
to grow (related to Article 32 of the Certificate of Incorporation).
Disclaimer:This English language document is provided as a service and is not intended to be an official statement. Should a discrepancy
be found, the Japanese original will always govern the meaning and interpretation.

(10) The timing of payment of Management Fee will be corrected in line with the change of accounting period asa result of the Merger. Management Fee 2 will be changed to remuneration linked to earnings per unit forthe purpose of strengthening the linkage between unitholders’ profit and asset management fees. (Notes toItems (1) and (2), Article 33 of the Certificate of Incorporation)(11) The fact that the above changes (1), (2), (3), (5), (6), (8), (9), and (10) in the Certificate of Incorporation willtake effect on the condition that the Merger comes into effect is provided for in the Supplementary Provisions.
(Notes to Item (1), Article 38 of the Certificate of Incorporation)(12) To the appraisal value of assets as of February 28, 2023, which becomes the basis of the calculation of MTR’sManagement Fee 1, the amount of MTH’s specified assets as of February 28, 2023 will be added, for theconsistent calculation of MTR’s Management Fee 1 due to the comprehensive transfer of MTH’s assets toMTR through the Merger, and this correction will be provided for in the Supplementary Provisions. (Notesto Item (2), Article 38 of the Certificate of Incorporation)3.

Schedule for Investors' Meeting
December 22, 2022: Meeting of the Board of Directors to approve proposals submitted to the Investors' Meeting
January 13, 2023

: Dispatch of notice of convocation of the Investors' Meeting (tentative)

February 1, 2023 : Investors’ Meeting will be held. (tentative)
Note: MTR will promptly complete the procedures such as the reporting required by applicable laws and regulations after the approval and resolution
at the Investors' Meeting.

*MTR’s website: https://www.mt-reit.jp/en/index.html

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