Sekisui House Reit : Notice Concerning Partial Amendments of Articles of Incorporation and Appointment of Directors

Real Estate Investment Trust Securities Issuer	December 15, 2021
Sekisui House Reit, Inc.	Atsuhiro Kida, Executive Director
Representative:
	(Securities Code: 3309)
Asset Management Company
Sekisui House Asset Management, Ltd.
Representative:	Toru Abe,
Inquiries:	President & Representative Director
Nobuyoshi Sato,
	Director & Investor Relations Department
	Chief Manager
	TEL: [phone] (main)

Notice Concerning Partial Amendments of Articles of Incorporation and Appointment of DirectorsSekisui House Reit, Inc. ("SHR") hereby announces that it has resolved at the board of directors meeting held today to submit proposals concerning partial amendments to its Articles of Incorporation and appointment of directors at its Fifth General Meeting of Unitholders ("General Meeting of Unitholders") to be held on January 26, 2022.

The following will become effective with approval by the General Meeting of Unitholders.

1. Partial amendments of the Articles of Incorporation
   Reason for amendments and overview of the proposals are as follows:
2. 1. Related provisions will be changed due to a change in the method of mark-to-market valuation of rights related to securities and derivative transactions as a result of the issuance of ASBJ Statement No. 30, "Accounting Standard for Fair Value Measurement" and ASBJ Statement No. 10, "Accounting Standard for Financial Instruments" (including newly enacted or revised accounting standards and guidance related thereto) (relating to Article 39 of the current Articles of Incorporation).
      (For the details of the above partial amendments of the Article of Incorporation, please refer to the attached "Notice Concerning the Fifth General Meeting of Unitholders".)
3. Appointment of Directors
4. 1. As the term of office of Executive Director Atsuhiro Kida expires on January 31, 2022, SHR requests that one executive director (candidate: Atsuhiro Kida) be appointed as of February 1, 2022.
   2. To be prepared for the case in which the position of executive director becomes vacant or there is an insufficient number of executive directors as specified under applicable laws and regulations, SHR requests that one substitute executive director (candidate: Toru Abe) be appointed as of February 1, 2022.
   3. As the terms of office of Supervisory Directors Shigeru Nomura and Tatsushi Omiya expire on January 31, 2022, SHR requests that two supervisory directors (candidates: Yu Yada and Rei Yamashita) be newly appointed as of February 1, 2022.
   4. To be prepared for the case in which the position of supervisory director becomes vacant or there is an insufficient number of supervisory directors as specified under applicable laws and regulations, SHR requests that one substitute supervisory director (candidate: Shigeru Nomura) be appointed as of February 1, 2022.
      (For the details of the above appointment of directors, please refer to the attached "Notice Concerning the Fifth General Meeting of Unitholders".)

Disclaimer: This translation is for informational purposes only. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

3. Schedule

December 15, 2021 The Board of Directors' approval for resolutions to be submitted to the General Meeting of Unitholders

January 6, 2022 Delivery of the Notice Concerning the Fifth General Meeting of Unitholders (scheduled) January 26, 2022 General Meeting of Unitholders (scheduled)

(Note) Following the approval of the proposals at the General Meeting of Unitholders, SHR will submit all documents as required by applicable laws and regulations.

• Sekisui House Reit, Inc. website:https://www.sekisuihouse-reit.co.jp/en/
  
  ・Notice Concerning the Fifth General Meeting of Unitholders

Disclaimer: This translation is for informational purposes only. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

Translation of Japanese Original

(Securities Code: 3309)

January 6, 2022

To Our Unitholders

Atsuhiro Kida

Executive Director

Sekisui House Reit, Inc.

4-15-1 Akasaka, Minato-ku, Tokyo

Notice Concerning the Fifth General Meeting of Unitholders

You are cordially invited to attend the Fifth General Meeting of Unitholders of Sekisui House Reit, Inc. (the "General Meeting of Unitholders"). The General Meeting of Unitholders will be held as described below.

If you are unable to attend the General Meeting of Unitholders, 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 25, 2022, at 6:00 pm.

In addition, Sekisui House Reit, Inc. (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 (the "Investment Trust Act").

Accordingly, if you are unable to attend the General Meeting of Unitholders 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.

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1. Date and Time

Wednesday, January 26, 2022, 10:00 a.m.

2. Place

1-7-2 Otemachi, Chiyoda-ku, Tokyo

Tokyo Sankei Building 3F

Otemachi Sankei Plaza, Room 301～304

3. Proposal of the General Meeting of Unitholders Resolution Agenda:

Proposal No. 1: Partial amendments 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 submit 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 25, 2022, 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 of Representation Form and a Voting Rights Exercise Form at the reception desk.
4. Measures to Prevent the Spread of COVID-19
   Based on the situation of COVID-19 in Japan, we will take measures to prevent the spread of COVID-19 at the General Meeting of Unitholders.
   For more information, please refer to the "Measures to Prevent the Spread of COVID-19" section below. In addition, depending on future changes in the circumstances, information such as postponement of the General Meeting of Unitholders or changes to the venue may be posted on the Investment Corporation's website (https://www.sekisuihouse-reit.co.jp/en/). Please kindly check it.
5. 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 of Unitholders by the day prior to the General Meeting of Unitholders, we will post the revisions on the Investment Corporation's website (https://www.sekisuihouse-reit.co.jp/en/).

End

Regarding the "Asset Management Briefing" held by Sekisui House Asset Management, Ltd., the Investment Corporation's asset management company, which was previously held after the General Meeting of Unitholders, we have decided not to hold it in light of the situation of COVID-19 in Japan, with the aim of reducing the time spent at the venue by unitholders from the perspective of ensuring the safety of unitholders. We would appreciate your understanding.

Please refer to the Investment Corporation's website(https://www.sekisuihouse-reit.co.jp/en/) for a video of our financial result briefing (in Japanese) and materials for the fiscal period ended October 2021.

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Measures to Prevent the Spread of COVID-19

Based on the situation of COVID-19 in Japan, the following measures are scheduled to be taken at the General Meeting of Unitholders in order to ensure the safety of unitholders and prevent the spread of COVID-19.

We ask for the understanding and cooperation of our unitholders.

(Request to Unitholders)

• Voting rights at the General Meeting of Unitholders may be exercised in writing without attendance.
  In addition to those with a cold or other health problems, the elderly, those with basic diseases, and those who are pregnant, we ask that you refrain from visiting the venue as much as possible in order to reduce the risk of contact infection, and exercise your voting rights by means of a written exercise of voting rights.
• Even if you are a unitholder who does not fall under the above category, please consider to exercise your voting rights in writing to reduce the risk of contact infection.
• We ask our unitholders who are considering attending the General Meeting of Unitholders to pay attention to the situation of the COVID-19 as of the date of the General Meeting of Unitholders, the status of response of the administrative organizations, and their own health conditions up to the day of the General Meeting of Unitholders, with the safety of the unitholders as the top priority.

(Operations of the General Meeting of Unitholders)

• Please wear masks for the unitholders who will be visiting. In addition, at the reception desk, we would like to ask for your cooperation in disinfecting your hands with alcohol and check your temperature. Please be advised that unitholders with fever (37.5℃or higher) and coughing symptoms, as well as other unitholders who are suspected to be infected with COVID-19, may not be permitted to attend the General Meeting of Unitholders.
• Please kindly understand that directors and operating staff will, in principle, deal with the situation by wearing a mask after confirming that there are no problems with their health conditions.
• In order to prevent the transmission of the COVID-19, detailed explanations of proposals may be omitted at the General Meeting of Unitholders from the viewpoint of shortening the time required for the General Meeting of Unitholders than usual. We ask that you please read this notice beforehand.
• When asking questions from a unitholder, the microphone will be placed away from the other unitholders and alcohol disinfection will be performed each time.
• In addition to the above, we may take necessary measures from the viewpoint of maintaining the order of the General Meeting of Unitholders and preventing the transmission of the COVID-19. We ask for the understanding and cooperation of our unitholders.
  In addition, the above contents may be updated due to future changes in the situation and instructions and requests from administrative organizations. The newest information will be provided on the Investment Corporation's website (https://www.sekisuihouse-reit.co.jp/en/)as appropriate.

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