Translation of Japanese Original(Securities Code: 3309)
January 8, 2020
To Our Unitholders
Junichi Inoue
Executive Director
Sekisui House Reit, Inc.
4-15-1 Akasaka, Minato-ku, Tokyo
Notice Concerning the Fourth General Meeting of Unitholders
You are cordially invited to attend the Fourth General Meeting of Unitholders of Sekisui House Reit, Inc. (the“Investment Corporation”). The Meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review the “Reference
Material for the General Meeting of Unitholders” mentioned below, vote on the proposals in the enclosed Voting
Rights Exercise Form, and return the form by no later than Tuesday, January 28, 2020, at 6:00 pm.
In addition, the Investment Corporation established the provision of “deemed approval” in Article 17 of the current
Articles of Incorporation pursuant to Article 93 Paragraph 1 of the Act on Investment Trusts and Investment
Corporations.
Accordingly, if you are unable to attend the Meeting and are unable to vote using the Voting Rights Exercise Form,
please be aware that you will be deemed as having attended and approved each proposal.
Respectfully yours.
(Excerpt from the Investment Corporation’s Current Articles of Incorporation)
Article 17 (Deemed Approval)
1. Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights shall be deemed
to approve the proposals for resolution submitted to the general meeting of unitholders (excluding any proposals
with purposes that conflict with each other in the case that multiple proposals are submitted).
2. The number of voting rights of unitholders deemed to approve the proposals for resolution pursuant to the preceding
paragraph shall be included in the number of voting rights of unitholders present.

11. Date and Time
Wednesday, January 29, 2020, 10:00 a.m.
2. Place
1-3-7 Yaesu, Chuo-ku, Tokyo
Yaesu First Financial Building
Bellesalle Yaesu 2F, Room A, B and C
3. Proposal of the Meeting
Resolution Agenda:
Proposal No. 1: Partial amendment of the Articles of Incorporation
Proposal No. 2: Appointment of one executive director
Proposal No. 3: Appointment of one substitute executive director
Proposal No. 4: Appointment of two supervisory directors
Proposal No. 5: Appointment of one substitute supervisory director
4. Voting Rights Exercise(1) Voting Rights Exercised by Attendance
Please present the enclosed Voting Rights Exercise Form at the reception desk.
(2) Voting Rights Exercised in Writing
For those voting in writing, please return the enclosed Voting Rights Exercise Form by no later than
Tuesday, January 28, 2020, at 6:00 pm.
(3) Voting Rights Exercised by Proxy
For those voting by proxy, a unitholder can vote by having another individual unitholder who holds voting
rights attend the General Meeting of Unitholders and act as a proxy. In that case, please submit a Power ofRepresentation Form and a Voting Rights Exercise Form at the reception desk.
(4) Method of Revising the Reference Materials of the General Meeting of Unitholders
When it is necessary to revise proposals contained in the Reference Materials of the General Meeting ofUnitholders by the day prior to the meeting, we will post the revisions on the Investment Corporation’s
website (http://www.sekisuihouse-reit.co.jp/en/).
End

Following the General Meeting of Unitholders, Sekisui House Asset Management, Ltd., theInvestment Corporation’s asset management company, will hold an “Asset Management Briefing” at
the same venue. Those attending the meeting are cordially invited to the briefing as well.

2

Reference Material for the General Meeting of Unitholders
Proposal and Reference Items
Proposal No. 1: Partial amendments of the Articles of Incorporation
1.

Reasons for the amendments(1) For the purpose of increasing the linkage between the amount of management fees paid to the asset
management company and the profit of unitholders, the Investment Corporation shall introduce the conceptof "TSE REIT Index Performance-Linked Rate" to the calculation formula for Management Fee I (Ongoing
Operational and Management Fee I). The TSE REIT Index Performance-Linked Rate will serve as anindicator to compare the degree of the increase and decrease in the investment unit price of the Investment
Corporation and the TSE REIT Index, in order to increase or decrease the management fees depending onwhether the extent of the changes in the investment unit price of the Investment Corporation were favorable
compared to the extent of the changes in the TSE REIT Index. Thus, the Investment Corporation shall change
the provision in the Articles of Incorporation to the effect that the amount of Management Fee I (Ongoing
Operational and Management Fee I) shall be increased or decreased by increasing or decreasing the applied
rate multiplied to total assets to a certain extent. In addition, provisions that provide for necessary adjustments
to the calculation formula for Management Fee I (Ongoing Operational and Management Fee I) shall be
added in order to make the impact on Management Fee I (Ongoing Operational and Management Fee I)
neutral when the Investment Corporation conducts a split of the investment units or a Rights Offering(issuance of new investment units as a result of the exercise of investment unit acquisition rights related toan allotment without contribution to unitholders) (relating to Attachment of the current Articles ofIncorporation).
(2) The amendment to the Articles of Incorporation described in (1) above will be effective as of May 1, 2020,
which is the first day of the 12th business term of the Investment Corporation, and a provision to that effectwill be added as an appendix to the Articles of Incorporation (relating to Article 55 of the proposed
amendments to the Articles of Incorporation).
(3) In addition, wording corrections and other adjustments to the text shall be made in accordance with theaddition of the provisions.

3

2.

Overview of Amendments
The Amendments are as follows:
Proposed Amendments to the Articles of Incorporation(Proposed amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments(added)Article 55 Effectuation of Amendment
The amendments in the Attachment of Incorporation
shall take effect on May 1, 2020. This Article shall bedeleted after the amendments in these Articles ofIncorporation take effect pursuant to this Article.
Attachment
Management Fee to Asset Management Company

Attachment
Management Fee to Asset Management Company(omitted)(unchanged)
1. Management Fee I (Ongoing Operational and 1. Management Fee I (Ongoing Operational andManagement Fee I)
Management Fee I)
Management Fee I shall be calculated by multiplying (i) Management Fee I shall be calculated by multiplying (i)the total assets (less the amount equivalent to the total assets (less the amount equivalent tounamortized positive goodwill) of the Investment unamortized positive goodwill) of the Investment
Corporation on the balance sheet (limited to those Corporation on the balance sheet (limited to those
approved by the board of directors pursuant to Article approved by the board of directors pursuant to Article
131, Paragraph 2 of the Investment Trusts Act) for the 131, Paragraph 2 of the Investment Trusts Act) for thelatest Accounting Settlement Day by (ii) a rate latest Accounting Settlement Day by (ii) the total annual
separately agreed by the Investment Corporation andrate of a rate separately agreed by the Investment
the Asset Management Company (up to 0.5% per Corporation and the Asset Management Company (up to
annum), on a per diem basis. In this calculation method, 0.5% per annum) and the TSE REIT Index Performancethe actual number of days in the relevant business term Linked Rate (as defined below), on a per diem basis. In
shall be assumed to be 365 days in a year and any this calculation method, the actual number of days in thefraction less than one yen shall be rounded down.
relevant business term shall be assumed to be 365 daysin a year and any fraction less than one yen shall be
rounded down.
(added)In this paragraph (1)“TSE REIT Index Performance-Linked Rate” means anumber to be calculated using the following formula foreach relevant business term. The upper limit and lower
limit of the TSE REIT Index Performance-Linked Rateshall be 0.02% and -0.02% respectively. However, even
if the number calculated using the following formula forthe relevant business term is positive, when the result ofsubtracting the closing price (or, if there is no closing
price on that day, the closing price of the immediately
preceding day; the same shall apply hereinafter) of theInvestment Corporation’s investment unit for thebusiness term preceding the previous business term fromthe closing price of the Investment Corporation’s
investment unit for the previous business term isnegative, the TSE REIT Index Performance-Linked
Rate shall be deemed to be zero.
＜Calculation Formula＞
TSE REIT Index Performance-Linked Rate
= (A – B)/1,000 (rounded to the fifth decimal place)
A: (Closing price of the Investment Corporation’s
investment unit on the last business day of theprevious business term + distribution per unit for theprevious business term - Closing price of theInvestment Corporation’s investment unit on the last4

Current Articles of Incorporation

Proposed Amendments
business day of the business term preceding theprevious business term)/ Closing price of theInvestment Corporation’s investment unit on the lastbusiness day of the business term preceding theprevious business term
B: (Closing price of the TSE REIT Total Return Index
on the last business day of the previous business term
- Closing price of the TSE REIT Total Return Index
on the last business day of the business term
preceding the previous business term)/ Closing priceof the TSE REIT Total Return Index on the lastbusiness day of the business term preceding theprevious business term
“TSE REIT Total Return Index” means the TSE REIT
Index, including distribution announced by the Tokyo
Stock Exchange, Inc. However, if it is not possible toobtain the closing price of the TSE REIT Total Return
Index because the Tokyo Stock Exchange, Inc. does notannounce the TSE REIT Total Return Index or for someother reason, a number calculated by the Investment
Corporation based on the calculation method used for
the TSE REIT Total Return Index that was announced
for the most recent relevant business term shall be used.

2. – 6. (omitted)

2. – 6. (unchanged)

7. Adjustment Provision
7. Adjustment Provision(1) (omitted)(1) (unchanged)(2) In the case of a split of the investment units of the (2) In the case of a split of the investment units of theInvestment Corporation that increases the total number Investment Corporation that increases the total number
of issued and outstanding investment units, of issued and outstanding investment units, theManagement Fee II for a business term ending on or Investment Corporation shall act as follows:
after the day on which such split of the investment units (i) Management Fee I for a business term in which suchtakes effect shall be calculated by making an adjustment split of the investment units takes effect shall bein which the Distributable Amount per Unit is multiplied calculated by making an adjustment in which both theby the Split Ratio (as defined below) related to the total closing price of the Investment Corporation’s
number of issued and outstanding investment units.
investment unit for the previous business term of therelevant business term and the distribution per unit forthe previous business term are multiplied by the Split
Ratio (as defined below).
(ii) Management Fee II for a business term ending on orafter the day on which such split of the investment units
takes effect shall be calculated by making an adjustment
in which the Distributable Amount per Unit is multipliedby the Split Ratio related to the total number of issued
and outstanding investment units.
In this paragraph (2),In this paragraph (2),“Split Ratio” shall be calculated, in the case of any split “Split Ratio” shall be calculated, in the case of any splitof the investment units of the Investment Corporation of the investment units of the Investment Corporationthat increases the total number of issued and outstanding that increases the total number of issued and outstanding
investment units, by dividing (i) the total number of investment units, by dividing (i) the total number ofissued and outstanding investment units immediately issued and outstanding investment units immediately
after such split of the investment units takes effect by (ii) after such split of the investment units takes effect by (ii)the total number of issued and outstanding investment the total number of issued and outstanding investment
units immediately before such split of the investment units immediately before such split of the investment
units takes effect.
units takes effect.
5Current Articles of Incorporation
Proposed Amendments(3) In the case of a Rights Offering (as defined below) (3) In the case of a Rights Offering (as defined below)that increases the total number of issued and outstanding that increases the total number of issued and outstanding
investment units, Management Fee II for a business term investment units, the Investment Corporation shall act
ending on or after the issue date of such Rights Offering as follows.
shall be calculated by making an adjustment in which (i) Management Fee I for a business term in which thethe Distributable Amount per Unit is multiplied by the issue date of such Rights Offering belongs shall be
Ratio of Allotment without Contribution (as defined calculated by making an adjustment in which both the
below).
closing price of the Investment Corporation’s
investment unit for the previous business term of therelevant business term and the distribution per unit forthe previous business term are multiplied by the Ratio of
Allotment without Contribution (as defined below).
(ii) Management Fee II for a business term ending on orafter the issue date of such Rights Offering shall becalculated by making an adjustment in which theDistributable Amount per Unit is multiplied by the Ratioof Allotment without Contribution.
In this paragraph (3),In this paragraph (3),“Rights Offering” means issuance of new investment “Rights Offering” means issuance of new investment
units as a result of the exercise of investment unit units as a result of the exercise of investment unit
acquisition rights related to an allotment without acquisition rights related to an allotment without
contribution to unitholders.
contribution to unitholders.
“Ratio of Allotment without Contribution” means a ratio “Ratio of Allotment without Contribution” means a ratio
to be calculated in the following formula in the case of a to be calculated in the following formula in the case of a
Rights Offering.
Rights Offering.
＜Calculation Formula＞＜Calculation Formula＞
Ratio of Allotment without Contribution ＝ A/B
Ratio of Allotment without Contribution ＝ A/B
A: Number of the total number of issued and outstanding A: Number of the total number of issued and outstanding
investment units immediately after such Rights
investment units immediately after such Rights
Offering less the Number of Units Deemed to Be
Offering less the Number of Units Deemed to Be
Issued at Market Price (as defined below)
Issued at Market Price (as defined below)
B: Total number of issued and outstanding investment B: Total number of issued and outstanding investment
units immediately before such Rights Offering
units immediately before such Rights Offering“Number of Units Deemed to Be Issued at Market “Number of Units Deemed to Be Issued at Market Price”
Price” shall be the Number of Incremental Units (as shall be the Number of Incremental Units (as defined
defined below) (any fraction less than one (1) unit shall below) (any fraction less than one (1) unit shall be
be rounded down) multiplied by the ratio obtained by rounded down) multiplied by the ratio obtained by
dividing (i) the amount to be paid per unit at the time of dividing (i) the amount to be paid per unit at the time of
exercising investment unit acquisition rights allotted exercising investment unit acquisition rights allotted
without contribution in such Rights Offering by (ii) a without contribution in such Rights Offering by (ii) a
Market Price per Unit (as defined below), or by another Market Price per Unit (as defined below), or by anotherratio determined by the board of directors, in the case of ratio determined by the board of directors, in the case of
Rights Offering.
Rights Offering.
“Market Price per Unit” means the closing price of an “Market Price per Unit” means the closing price of an
ordinary market transaction of the investment units of ordinary market transaction of the investment units of
the Investment Corporation on the Tokyo Stock the Investment Corporation on the Tokyo Stock
Exchange, Inc. on the last day of the exercise period of Exchange, Inc. on the last day of the exercise period of
the investment unit acquisition rights allotted without the investment unit acquisition rights allotted without
contribution in such Rights Offering (or, if there is no contribution in such Rights Offering (or, if there is no
closing price on that day, the closing price of the closing price on that day, the closing price of theimmediately preceding day), in the case of Rights immediately preceding day), in the case of Rights
Offering.
Offering.
“Number of Incremental Units” means the number of “Number of Incremental Units” means the number ofunits increased as a result of such Rights Offering in the units increased as a result of such Rights Offering in thecase of Rights Offering.
case of Rights Offering.
6

Proposal No. 2: Appointment of one executive director
As Executive Director Junichi Inoue requested to be allowed to temporarily resign as of January 31, 2020 for
the purpose of adjusting the term of office, we request that he again be appointed as executive director as ofFebruary 1, 2020.
Under this proposal, in accordance with Article 22, Paragraph 1 of the Investment Corporation’s current
Articles of Incorporation, the term of the office of the executive director is the two-year period starting fromFebruary 1, 2020.
This proposal was submitted at the board of directors meeting held on December 13, 2019 with the unanimous
agreement of all supervisory directors of the Investment Corporation.
The candidate for executive director is as follows.
Name(date of birth)

Personal History
April 1989

Sekisui House, Ltd., Tokyo-Tokken Building Projects Department

August 1999

Sekisui House, Ltd., Tokyo-Tokken Building Projects Sales OfficeFebruary 2002

Sekisui House, Ltd., Tokyo West Sha Maison Sales Office

August 2002

Seconded to Sekiwa Real Estate, Ltd., Corporate Management
Department, Corporate Management Planning OfficeFebruary 2003

Transferred to Sekiwa Real Estate, Ltd., Corporate Management
Department, Corporate Management Planning Office

June 2005

Seconded to Sekisui House, Ltd., Development Department

April 2006

Seconded to Sekisui House, Ltd., Real Investment Management
Department

August 2007
Junichi Inoue(September 28, 1966)
February 2010

Transferred to Sekisui House, Ltd., Real Estate Investment Management
Department
Sekisui House, Ltd., East Japan Development Planning Department

March 2010

Seconded to Sekisui House SI Asset Management, Ltd. as Director

May 2012

Transferred to Sekisui House SI Asset Management, Ltd. as President &Representative Director

June 2012

Sekisui House SI Investment Corporation, Executive Director

March 2014

Sekisui House Realty Co., Ltd., Advisor

April 2014

Sekisui House Investment Advisors, Ltd. (currently Sekisui House AssetManagement, Ltd.), President & Representative Director (currently held
position)

September 2014

Sekisui House Reit, Inc., Executive Director (currently held position)

・The above candidate for executive director possesses no Investment Units.
・The above candidate for executive director is President & Representative Director of Sekisui House AssetManagement, Ltd., with which the Investment Corporation has concluded an asset management agreement.
・Excluding the abovementioned matters, there are no special interests between the above candidate for executive
director and the Investment Corporation.
・The above candidate for executive director is currently executing the overall business of the Investment
Corporation as its executive director.
7

Proposal No. 3: Appointment of one substitute executive director
To be prepared for the case in which the position of executive director becomes vacant or there is aninsufficient number of executive directors as specified under applicable laws and regulations, we request that one
substitute executive director be appointed as of February 1, 2020.
Under this proposal, this resolution for the appointment of a substitute executive director will be valid until
the term of the office of the executive director under Proposal No. 2 expires in accordance with Article 22,
Paragraph 2 of the current Articles of Incorporation.
Further, prior to assumption of office, the appointment of a substitute executive director can be revoked witha resolution of the board of directors meeting.
This proposal was submitted at the board of directors meeting held on December 13, 2019 with the unanimous
agreement of all supervisory directors of the Investment Corporation.
The candidate for substitute executive director is as follows:Name(date of birth)Atsuhiro Kida
(August 14, 1961)

Personal History
April 1985

Sekisui House, Ltd., Accounting Department

April 2001

Sekisui House, Ltd., Department for Administrative Control of
Subsidiary & Affiliated Companies

July 2005

Sekisui House, Ltd., Accounting Department

August 2005

Seconded to Japan Excellent Asset Management Co., Ltd., Finance andAccounting Department

August 2008

Sekisui House, Ltd., Accounting & Finance Department

September 2010

Sekisui House SI Asset Management, Ltd., Director

October 2013

SH Hotel Systems, Ltd., Audit & Supervisory Board Member

April 2014

Seconded to Sekisui House Investment Advisors, Ltd. (currently
Sekisui House Asset Management, Ltd.) as Director and General
Manager of Management Division

May 2018

Sekisui House Asset Management, Ltd., Director (currently held
position)・The above candidate for substitute executive director possesses no Investment Units.
・The above candidate for substitute executive director is Director of Sekisui House Asset Management, Ltd., withwhich the Investment Corporation has concluded an asset management agreement.
・Excluding the abovementioned matters, there are no special interests between the above candidate for substituteexecutive director and the Investment Corporation.

8

Proposal No. 4: Appointment of two supervisory directors
As Supervisory Directors Shigeru Nomura and Tatsushi Omiya requested to be allowed to resign temporarily
as of January 31, 2020 for the purpose of adjusting their terms of office, we request that they again be appointed
as supervisory directors as of February 1, 2020.
Under this proposal, in accordance with Article 22, Paragraph 1 of the Investment Corporation’s current
Articles of Incorporation, the term of the office of a supervisory director will be the two-year period from February
1, 2020.
The candidates for supervisory directors are as follows:
Candidate
No.

1

Name
(date of birth)

Personal History
November 1975

Ernst & Whinney, Tokyo Office, New York Office, andDusseldorf OfficeFebruary 1979

Registered as certified public accountant

July 2002

Ernst & Young Shinnihon Tax, Representative Staff

January 2003

EY Transaction Advisory Services Co., Ltd., Co-CEO

July 2011

Established Shigeru Nomura Certified Public Accountant
Office (current position)

Shigeru Nomura July 2011
(September 11, 1952)
April 2012

EOS Inc., Director
Kawashima Gold Corporation, Auditor

July 2012

View Communications, Inspector

September 2014

Sekisui House Reit, Inc., Supervisory Director (currently held
position)

June 2015

Eiken Chemical Co., Ltd., Outside Director (currently held
position)

July 2017

The Resolution and Collection Corporation, Corporate
Rehabilitation Committee, Committee Member (currently held
position)9

Candidate
No.

2

Name
(date of birth)

Tatsushi Omiya(September 14, 1973)

Personal History
April 1998

The Industrial Bank of Japan, Limited

April 2002

Legal Training and Research Institute, Supreme Court of Japan

October 2003

Mori Hamada & Matsumoto

July 2012

City Law Offices, Partner

December 2013

QB Net Co., Ltd., Auditor

September 2014

Sekisui House Reit, Inc., Supervisory Director (currently held
position)

September 2017

QB Net Holdings Co., Ltd., Outside Director (currently held
position)

October 2018
Established Lex Law Office, Partner (currently held position)
・The above candidates for supervisory directors possess no Investment Units.
・There are no special interests between the above candidates for supervisory directors and the Investment
Corporation.
・The above candidates for supervisory directors are currently supervisory directors of the Investment Corporation
who are supervising the general performance of duties by the executive director of the Investment Corporation.

10

Proposal No. 5: Appointment of one substitute supervisory director
To be prepared for the case in which the position of supervisory director becomes vacant or there is aninsufficient number of supervisory directors as specified under applicable laws and regulations, we request thatone substitute supervisory director be appointed as of February 1, 2020.
Under this proposal, this resolution for the appointment of a substitute supervisory director will be valid
until the term of the office of the supervisory director under Proposal No. 4 expires in accordance with Article
22, Paragraph 2 of the current Articles of Incorporation.
Further, prior to assumption of office, the appointment of a substitute supervisory director can be revokedwith a resolution of the board of directors meeting.
The candidate for substitute supervisory director is as follows:Name(date of birth)

Yu Yada(May 15, 1980)

Personal History
December 2007

Mori Hamada & Matsumoto

July 2012

Seconded to Securities and Exchange Surveillance Commission

March 2014

Seconded to Financial Services Agency, Supervision Bureau,
Securities Business Division (appointed concurrently)

July 2014

Return to Mori Hamada & Matsumoto

February 2018

Established HIFUMI Law, Representative Partner (currently held
position)

October 2019

VIDA Corporation Co., Ltd., Outside Auditor (currently held position)

・The above candidate for substitute supervisory director possesses no Investment Units.
・There are no special interests between the above candidate for substitute supervisory director and the Investment
Corporation.

Reference Matters
If there is any oppositional proposal in response to any of the proposals submitted to the general meeting ofunitholders, the provisions of Article 93, Paragraph 1 of the Investment Trusts Act and the “deemed approval”
provisions specified in Article 17 of the Investment Corporation’s current articles of incorporation will not
apply. Proposal No. 1 through Proposal No. 5 set out above do not fall within an oppositional proposal.
End11