[Translation]
Securities Code: 8984
November 8, 2019
To our unitholders

Daiwa House REIT Investment Corporation
2-4-8, Nagatacho, Chiyoda-ku, Tokyo

Jiro Kawanishi, Executive Director
Notice of Convocation of the 12th General Meeting of Unitholders
We hereby give notice of and invite you to attend the 12th General Meeting of Unitholders (the“General Meeting of Unitholders”) of Daiwa House REIT Investment Corporation (“DHR”),
which will be held as set out below.
If you are unable to attend, you may exercise your voting rights with a voting form. In
that case, please consider the “Reference Documents for the General Meeting ofUnitholders” set out below, indicate your approval or disapproval on the enclosed voting
form, and then return the form so that it arrives to us by no later than 6:00 P.M. on
November 26, 2019 (Tuesday).
In accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951, as amended) (the “Investment Trusts Act”), DHR has set
forth the provisions for “deemed approval” in Article 15 of DHR’s current Articles ofIncorporation. Therefore, please note that if you are unable to attend the General
Meeting of Unitholders and do not exercise your voting rights with the voting form, youwill be deemed to have approved each of the proposals being discussed at the Meeting,and the number of voting rights you hold will be counted in the number of voting rightsof unitholders present.
(Excerpt from current Articles of Incorporation)
Article 15
Deemed Approval
1.
If a unitholder is not present at a general meeting of unitholders and does not exercise its
voting rights, the unitholder will be deemed to have approved the proposals submitted to
the general meeting of unitholders (excluding, if multiple proposals are submitted andsuch proposals conflict with each other, any of such proposals).
2.

The number of voting rights represented by the unitholders who are deemed to haveapproved the proposals under the preceding paragraph shall be included in the number ofvoting rights represented by the unitholders present.
Meeting Details

1.
2.

Time and Date: November 27, 2019 (Wednesday) 10:00 A.M.
Location: 2F Conference Hall, Daiwa House Industry Co., Ltd., Tokyo Head Office13-13-1 Iidabashi, Chiyoda-ku, Tokyo
3.

Matters for the General Meeting of Unitholders
Matters to be Resolved
Proposal No. 1: Partial Amendments to 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

N.B.
(i) On the day of the Meeting, please submit the enclosed voting form to the reception desk
at the meeting venue.
(ii) It is possible for another unitholder who holds voting rights to attend the General Meetingof Unitholders as a proxy. If a proxy will attend in your place, please submit a document
evidencing the authority of the proxy together with the voting form to the reception desk
at the meeting venue.
(iii) The method to make known any amendments to the matters in the Reference Documents
for the General Meeting of Unitholders
If it becomes necessary to amend matters in the Reference Documents for the General
Meeting of Unitholders during the period until the day prior to the General Meeting ofUnitholders, the amended matters will be posted on DHR’s website athttps://www.daiwahouse-reit.co.jp/.
(iv) After the closing of the General Meeting of Unitholders, a management performancebriefing will be held on the same day by DHR’s asset management company, Daiwa
House Asset Management Co., Ltd. (the “Asset Manager”) at the same venue. DHR
kindly asks that you also attend the briefing.

2

Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1 Partial Amendments to the Articles of Incorporation
1.

Reasons for the Amendments(1)

In relation to Article 9, Paragraph 3 and Article 16, Paragraph 1 of the proposed
amendment, Japanese calendar dates are converted to Gregorian calendar dates, omitting
traditional Japanese year references.

(2)

In relation to the Attachment to the proposed amendment, the provision on sale fees
payable to the Asset Manager are adjusted, in order to respond to future changes in thereal estate market and encourage the Asset Manager to manage DHR’s portfolio
appropriately, by replacing properties or taking other measures, with the aim ofincreasing value for the unitholders. Such fees shall be paid to the Asset Manager
regardless of any losses or profits from sale of properties.

2.

Content of the Amendments(1)

In relation to Article 9, Paragraph 3 and Article 16, Paragraph 1 of the proposed
amendments in Japanese, there is no change in the English translation.

(2)

The content of the amendments are as described below.
(The amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Attachment
Asset Management Fees Payable to AssetManager

Attachment
Asset Management Fees Payable to AssetManager(Omitted)(Same as Current Provisions)

Fee
Asset
management fee 1(assetbased fee)Assetmanagement fee 2(profitbased fee)

Calculation
methodTiming ofpayment

Fee

Calculation
methodTiming ofpayment

Asset
managem(Same as Current
ent fee 1
Provisions)(assetbased fee)Assetmanagem(Same as Current
Provisions)ent fee 2(profitbased fee)

(Omitted)(Omitted)3

Current Articles of Incorporation
Acquisiti Paragraph 1(Omittedonand through)sale fees
Paragraph 2(Omitted)

Proposed Amendments
Acquisiti Paragraph 1(Same asonand throughCurrent
sale fees
Paragraph 2
Provisions)(Same
as
Current
Provisions)(Deleted)

3.
Notwithstandi
ng 1. and 2.
above, no fee
will be paid
for the sale ofReal Estate orReal-EstateBacked
Securities if
no profit onsale4 is made.
(Omitted)

Mergerfee
1through 3(Omitted)
4‘Profit on sale’ means thedifference, if positive, between thesale value of the Real Estate orReal-Estate-Backed Securities andthe total of (i) the costs associatedwith the sale and (ii) the book valueof the Real Estate or Real-EstateBacked Securities at the time ofsale.

Merger(Same as Current
fee
Provisions)1through 3 (Same as Current Provisions)
4(Deleted)

Enacted: June 1, 2005
Amended: November 25, 2005
Amended: January 26, 2006
Amended: February 23, 2007
Amended: February 26, 2009
Amended: February 25, 2010
Amended: March 23, 2010
Amended: September 30, 2010
Amended: December 1, 2011
Amended: November 26, 2013
Amended: March 1, 2015
Amended: November 25, 2015
Amended: June 17, 2016 (Effective Date:
September 1, 2016)
Amended: November 22, 2017

Enacted: June 1, 2005
Amended: November 25, 2005
Amended: January 26, 2006
Amended: February 23, 2007
Amended: February 26, 2009
Amended: February 25, 2010
Amended: March 23, 2010
Amended: September 30, 2010
Amended: December 1, 2011
Amended: November 26, 2013
Amended: March 1, 2015
Amended: November 25, 2015
Amended: June 17, 2016 (Effective Date:
September 1, 2016)
Amended: November 22, 2017
Amended: November 27, 20194

Proposal No. 2 Appointment of one Executive Director
Since the term of office of the Executive Director Jiro Kawanishi will end on November
30, 2019, DHR is submitting a proposal for newly appointing one Executive Director as ofDecember 1, 2019. In this proposal, the term of office of the Executive Director will be twoyears commencing on December 1, 2019 pursuant to the main text of Article 19, Paragraph 2of the current Articles of Incorporation.
This proposal regarding the appointment of an Executive Director was submitted with theunanimous consent of the Supervisory Directors at the meeting of the Board of Directors of
DHR held on October 17, 2019.
The candidate for Executive Director is as follows.
Name(Date of Birth)

Toshiharu Asada(August 29, 1958)

Major Career Summary(company names, etc. are as of that time)
Apr. 1982
Joined The Mitsui Trust and Banking Company,
LimitedApr. 2004
Asset Business Consulting Inc. (seconded)
Dec. 2004
Became Director and General Manager, Finance
Department, Morimoto Asset Management Co.,
Ltd. (currently, Daiwa House Asset Management
Co., Ltd.) (seconded)
Nov. 2005
Became Senior Managing Director, Morimoto
Asset Management Co., Ltd.
Jan. 2006
Became President and CEO, Morimoto AssetManagement Co., Ltd. (employment transfer)May 2008
Became Advisor and General Manager,
Administration and Accounting Department, OM
Service Co., Ltd.
Sep. 2008
Became Managing Director and General Manager,
Administration and Accounting Department, OM
Service Co., Ltd.
Oct. 2011
Joined The Chuo Mitsui Trust and Banking Co.,Ltd.
Became Compliance Officer, Daiwa House REITManagement Co., Ltd. (currently, Daiwa House
Asset Management Co., Ltd.) (seconded)
Apr. 2013
Daiwa House REIT Management Co., Ltd.
(employment transfer)
Sep. 2016
BecameGeneralManager,ComplianceDepartment, Daiwa House Asset Management Co.,
Ltd.
Mar. 2019
Resigned as General Manager, ComplianceDepartment, Daiwa House Asset Management Co.,Ltd.

*

The above candidate for Executive Director has no special interest in DHR.

*

The above candidate for Executive Director does not hold any DHR investment units.

5

Proposal No. 3 Appointment of one Substitute Executive Director
DHR is submitting a proposal for appointment of one Substitute Executive Director to
prepare for the case of a vacancy in the position of Executive Director or the case of a shortfallin the number of Executive Directors as prescribed in laws or regulations. In this proposal,
the resolution regarding the appointment of one Substitute Executive Director will be effective
until the term of office of the Executive Director expires on November 30, 2021 pursuant to themain text of Article 19, Paragraph 3 of the current Articles of Incorporation.
This proposal regarding the appointment of a Substitute Executive Director was
submitted with the unanimous consent of the Supervisory Directors at the meeting of the Boardof Directors of DHR held on October 17, 2019.
The candidate for Substitute Executive Director is as follows.
Name(Date of Birth)

Koichi Tsuchida(July 26, 1959)

Major Career Summary(company names, etc. are as of that time)
Apr. 1983
Joined Daiwa House Industry Co., Ltd.
Oct. 1997
Became Manager, Administration and Accounting
Section, Kumamoto Branch of Daiwa House
Industry Co., Ltd.
Apr. 2002
Became Manager, Administration and Support
Group, Accounting Department, Administrative
Headquarters of Daiwa House Industry Co., Ltd.
Oct. 2003
Became Manager, Finance and Fund Group,
Finance Department, Administrative Headquartersof Daiwa House Industry Co., Ltd.
Apr. 2005
Became Deputy Department Manager, Finance andFund Group, Finance Division, Administrative
Headquarters of Daiwa House Industry Co., Ltd.
Apr. 2006
BecameDepartment
Manager,
Finance
Department, Administrative Headquarters of
Daiwa House Industry Co., Ltd.
Jun. 2006
Appointed as Corporate Auditor (part-time),
Daiwa Service Co., Ltd.
Dec. 2006
Appointed as Outside Director, Daiwa House
Insurance Co., Ltd.
Apr. 2007
Became General Manager, Finance Department,
Management Administration Headquarters of
Daiwa House Industry Co., Ltd.
Apr. 2008(Concurrent) Became General Manager, IR
Department,
Management
Administration
Headquarters of Daiwa House Industry Co., Ltd.
Apr. 2014
Became President and CEO at Daiwa House AssetManagement Co., Ltd. (employment transfer)(current position)*

The above candidate for Substitute Executive Director is Representative Director,
President and CEO of the Asset Manager.

*

The above candidate for Substitute Executive Director has no special interest in DHR.

*

The above candidate for Substitute Executive Director holds 15 DHR investment units.

6

Proposal No. 4 Appointment of two Supervisory Directors
Since the terms of office of both Supervisory Directors, Tetsuya Iwasaki and Hiroshi
Ishikawa, will end on November 30, 2019, DHR is submitting a proposal for again appointing
two Supervisory Directors as of December 1, 2019. In this proposal, the term of office of eachof the two Supervisory Directors will be two years commencing on December 1, 2019 pursuant
to the main text of Article 19, Paragraph 2 of the current Articles of Incorporation.
In addition, pursuant to the provisions of the Investment Trusts Act and Article 18 of thecurrent Articles of Incorporation, the number of Supervisory Directors is required to be at least
one more than the number of Executive Directors.
The candidates for Supervisory Directors are as follows.
Candidate
NumberName(Date of Birth)1

Tetsuya Iwasaki(February 20,
1966)

2

HiroshiIshikawa(June 8, 1968)

Major Career Summary(company names, etc. are as of that time)
Apr. 1990 Joined Deloitte Touche TohmatsuMar. 1994 Registered as a certified public accountant
Feb. 1997 Joined NED Kabushiki Kaisha
Opened Tetsuya Iwasaki Certified Public
Accountant Firm
May 2002 Registered as a certified public tax accountant
Aug. 2004 Joined Citia Certified Public Accountant Firm
(current position)
Jan. 2006 Became
Supervisory
Director,
BLife
Investment Corporation (currently, Daiwa
House REIT Investment Corporation) (current
position)
Jun. 2015 Appointed as Outside Director, Uoriki Co., Ltd.
(current position)
Apr. 1997 Legal apprentice
Apr. 1999 Registered as an attorney-at-low (Tokyo Bar
Association)
Joined Ohhara Law Office (current position)
Jun. 2013 Appointed as Outside Director, Japan Medical
Dynamic Marketing, INC. (current position)
Dec. 2013 Became Supervisory Director, Daiwa House
Residential Investment Corporation (currently,
Daiwa House REIT Investment Corporation)(current position)*

Neither of the above candidates for Supervisory Director has any special interests in DHR.

*

Neither of the above candidates for Supervisory Director holds any DHR investment
units.

7

Proposal No. 5 Appointment of one Substitute Supervisory Director
DHR is submitting a proposal for appointment of one Substitute Supervisory Director to
prepare for the case of a vacancy in the position of Supervisory Directors or the case of ashortfall in the number of Supervisory Directors as prescribed in laws or regulations. In this
proposal, the resolution regarding the appointment of one Substitute Supervisory Director will
be effective until the term of office of the Supervisory Director expires on November 30, 2021
pursuant to the main text of Article 19, Paragraph 3 of the current Articles of Incorporation.
The candidate for Substitute Supervisory Director is as follows.
Name(Date of Birth)
Fusae Kakishima(November 23, 1974)

Major Career Summary(company names, etc. are as of that time)
Apr. 2004
Legal apprentice
Oct. 2005
Joined Kuroda Law Offices(Tokyo Bar Association)
Feb. 2007
Joined Ohhara Law Office (current position)*

The above candidate for Substitute Supervisory Director has no special interests in DHR.

*

The above candidate for Substitute Supervisory Director does not hold any DHR
investment units.

8Reference Matters
If any of the proposals submitted to the General Meeting of Unitholders conflicts with any of
the others, the provision of “deemed approval” which is provided for in Article 93, Paragraph
1 of the Investment Trusts Act and Article 15 of the current Articles of Incorporation will not
apply to any of such proposals. None of Proposal No. 1 through Proposal No. 5 above
constitutes such a conflicting proposal.
End9