This translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancy
between this translation and the Japanese original, the latter shall prevail.

August 2, 2012
To Our Unitholders:Daiwa Office Investment Corporation
2-1, Ginza 6-chome, Chuo-ku, Tokyo
Representative: Kazuo Otaka, Executive Director

NOTICE OF CONVOCATION OF THE 7th UNITHOLDERS’ MEETING
We hereby inform you that the 7th unitholders’ meeting of Daiwa Office Investment Corporation (the “Investment
Corporation”) will be held in accordance with the following particulars, and you are cordially invited to attend
such meeting.
In case you are unable to attend the upcoming meeting, you may vote in writing. In such case, we would
appreciate it if you could indicate whether or not you would approve the agenda to be presented to themeeting in the enclosed Exercise of Voting Rights Form after reviewing the Reference Documents attachedhereto, affix your seal thereon, and send such form to us by 5:00 p.m. of August 17, 2012 (Friday).
The Investment Corporation has the following regulation regarding “deemed approval” in its Articles ofIncorporation pursuant to Paragraph 1 of Article 93 of the Law Concerning Investment Trusts and Investment
Corporations. Accordingly, please note that if you do not attend the upcoming unitholders’ meeting and failto exercise your voting rights by using the Exercise of Voting Rights Form, you will be deemed to haveapproved the proposals presented to the upcoming unitholders’ meeting.
<Summary of the Articles of Incorporation of the Investment Corporation>
Article 14.
1.

(Deemed Approval)

Any unitholder who does not attend a unitholders’ meeting and does not exercise his/her voting rights shallbe deemed to have approved the proposals presented to such unitholders’ meeting (provided, however, thatin cases where two or more proposals are presented and any such proposal is in conflict in its nature withanother proposal, both of such proposals shall be excluded from such deemed approval).

2.

The number of voting rights held by the unitholder deemed to have approved the proposals in accordancewith the preceding Paragraph shall be counted in the number of voting rights of the unitholders inattendance.

Regards.

Particulars:
1.

Date and Time:

August 20, 2012 (Monday) at 10:00 a.m.

2.

GranTokyo North Tower, 18th Floor,
9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

3.

Purpose of the Meeting:
Agenda:Proposal 1:

Amendments to the Articles of Incorporation

Proposal 2:

Election of One Executive Director

Proposal 3:

Election of One Substitute Executive Director

Proposal 4:

Election of Two Supervisory Directors
The details of the agenda are as set forth in the following “Reference Documentsfor Unitholders’ Meeting”.

- End _______________________________________________________________________•

If you plan to attend the meeting, please submit the enclosed Exercise of Voting Rights Form to thereceptionist at the meeting.

•If it becomes necessary to amend any of the matters required to be described in the Reference Documentsfor Unitholders’ Meeting, amended documents will be posted on the Investment Corporation’s website(http://www.daiwa-office.co.jp/).

•You may appoint one of other unitholders having voting rights to act as your proxy and to exercise yourvoting rights at the upcoming unitholders’ meeting. In such case, the proxy shall be required to submit
any documentary evidence of the authority to act as your proxy, together with the Exercise of Voting
Rights Form, to the receptionist at the meeting.

•If you intend to take diverse exercise of your voting rights, please notify the Investment Corporation inwriting of such intention, as well as the reason therefor, at least three (3) working days prior to the date of
the upcoming unitholders’ meeting (i.e., on or prior to August 16, 2012).

•

If you redundantly exercise your voting rights by using the Exercise of Voting Rights Form, only the votelastly made shall be deemed to be effective.

This translation of the original Japanese document is provided solely for information purposes. Should there be any
discrepancy between this translation and the Japanese original, the latter shall prevail.

Reference Documents for Unitholders’ Meeting

Proposals and Reference Information:
Proposal 1: Amendments to the Articles of Incorporation
1.

Summary of Proposal and Reasons for Amendments:(1) Of the requirements for application of special provisions for taxation on investment corporations
set forth in the “Act on Special Measures Concerning Taxation,” the requirements concerning
offerings of investment units being conducted mainly in Japan has been partially revised. In orderto unify the wording of the Articles of Incorporation and such laws and regulations, it is proposed
to make the required amendments (Article 5).
(2) In order to make a resolution pertaining to the appointment of a substitute director remain in force
until expiry of the term of office of the director who is to be substituted, it is proposed to establish
new provisions as necessary (Article 18).
(3) It is proposed to clarify matters concerning assets that are primarily used as offices including cases
easily converted to office, in which the Investment Corporation invests, as well as clarify
investment in assets that used in an integrated manner in socioeconomic terms (1. of “Investment
Stance” of Appendix 1 - “Targets and Policy of Asset Management”).
(4) It is proposed to amend provisions of the investment restrictions in the Articles of Incorporation inlight of the need to organize a structure that facilitates flexible asset acquisitions in order for theInvestment Corporation to maintain and enhance stable revenue over the medium to long term (1.
of “Investment Restrictions” of Appendix 1 - “Targets and Policy of Asset Management”).
(5) In addition to the foregoing, it is proposed to add and delete provisions, amend the expressions andrenumber the Articles as necessary, as well as to make other amendments in order to conform to the“Law Concerning Investment Trusts and Investment Corporations,” the “Financial Instruments andExchange Law,” other laws and regulations applicable to the Investment Corporation, rules of The
Investment Trusts Association, Japan and the Investment Corporation’s internal rules.

2. Details of Amendments:
The details of the amendments to the Articles of Incorporation are as follows.
(Amendments are shown with underline.)
Current Provisions

Proposed Amendments

Article 5 (Total Number of Investment Units Authorized)
1. [Omitted]
2. Of the total amount of issue value of investment units issued by theInvestment Corporation, the issue value of investment units offeredin Japan shall account for over 50%.
3. [Omitted]

Article 5 (Total Number of Investment Units Authorized)
1. [No amendment]
2. Of the total amount of issue value of investment units of theInvestment Corporation, the issue value of investment units offeredin Japan shall account for over 50%.
3. [No amendment]

Article 6 (Matters Concerning Handling of Investment Units)
Matters concerning statements or records in the register ofunitholders, procedures for the exercise of unitholders’ rights and otherprocedures for the handling of investment units, as well as the fees
therefor, of the Investment Corporation shall be governed by laws andregulations and these Articles of Incorporation, as well as theinvestment unit handling regulations stipulated by the Board of
Directors.

Article 6 (Matters Concerning Handling of Investment Units)
Matters concerning statements or records in the register ofunitholders, procedures for the exercise of unitholders’ rights and otherprocedures for the handling of investment units, as well as the fees
therefor, of the Investment Corporation shall be governed by laws andregulations and these Articles of Incorporation, in addition to theinvestment unit handling regulations stipulated by the Board of
Directors.

Article 9 (Convocation)
1. [Omitted]
2. Except where otherwise provided for in laws and regulations, basedon approval of the Board of Directors, the General Meeting ofUnitholders shall be convened by the Executive Director in cases
where there is one Executive Director and by one of the Executive
Directors in accordance with the order predetermined by the Boardof Directors in cases where there are two or more Executive
Directors.
3. [Omitted]

Article 9 (Convocation)
1. [No amendment]
2. Unless otherwise provided for in laws and regulations, based on
approval of the Board of Directors, the General Meeting ofUnitholders shall be convened by the Executive Director in cases
where there is one Executive Director and by one of the Executive
Directors in accordance with the order determined in advance by the
Board of Directors in cases where there are two or more Executive
Directors.
3. [No amendment]

Article 10 (Chairperson)
The chairperson of the General Meeting of Unitholders shall be the
Executive Director in cases where there is one Executive Director andby one of the Executive Directors in accordance with the orderpredetermined by the Board of Directors in cases where there are two or
more Executive Directors. In the event of a vacancy in the position or
accident of all Executive Directors, the chairperson of the General
Meeting of Unitholders shall be one of the Supervisory Directors inaccordance with the order predetermined by the Board of Directors.

Article 10 (Chairperson)
The chairperson of the General Meeting of Unitholders shall be the
Executive Director in cases where there is one Executive Director andby one of the Executive Directors in accordance with the order
determined in advance by the Board of Directors in cases where there
are two or more Executive Directors. In the event of a vacancy in theposition or accident of all Executive Directors, the chairperson of theGeneral Meeting of Unitholders shall be one of the Supervisory
Directors in accordance with the order determined in advance by the
Board of Directors.

Article 11 (Resolution)

Article 11 (Resolution)

Except where otherwise provided for in laws and regulations or these
Articles of Incorporation, resolutions of the General Meeting ofUnitholders shall be passed with a majority of the voting rights of theunitholders in attendance.

Unless otherwise provided for in laws and regulations or these
Articles of Incorporation, resolutions of the General Meeting ofUnitholders shall be passed with a majority of the voting rights of theunitholders in attendance.

Article 12 (Exercise of Voting Rights by Proxy)
1. [Omitted]
2. The unitholder or the unitholder appointed as proxy in the preceding
Paragraph must submit to the Investment Corporation a document
evidencing the authority of proxy prior to every General Meeting ofUnitholders.

Article 12 (Exercise of Voting Rights by Proxy)
1. [No amendment]
2. The unitholder or the unitholder appointed as proxy in the preceding
Paragraph must submit to the Investment Corporation a document
evidencing the authority of proxy in advance for every General
Meeting of Unitholders.

Current Provisions

Proposed Amendments

Article 15 (Record Date)

Article 15 (Record Date)

When the Investment Corporation finds it necessary, by resolution of
the Board of Directors and by giving prior public notice in accordancewith laws and regulations, the Investment Corporation may determine
the unitholders or registered pledgees of investment units stated orrecorded in the final register of unitholders on a certain date as theunitholders or registered pledgees of investment units who are to
exercise their voting rights.

When the Investment Corporation finds it necessary, by resolution of
the Board of Directors and by giving public notice in advance inaccordance with laws and regulations, the Investment Corporation may
determine the unitholders or registered pledgees of investment units
stated or recorded in the final register of unitholders on a certain date as
the unitholders or registered pledgees of investment units who are to
exercise their voting rights.

Article 18 (Term of Office of Executive Directors and Supervisory
Directors)
1. [Omitted]
2. [Omitted]
3. [Newly established]

Article 18 (Term of Office of Executive Directors and Supervisory
Directors)
1. [No amendment]
2. [No amendment]
3. The period that a resolution pertaining to the appointment of a
substitute Executive Director or Supervisory Director remains inforce shall be until expiry of the term of office of the Executive
Director or Supervisory Director who is to be substituted appointed
at the General Meeting of Unitholders at which the concerned
resolution was passed; provided, however, that this shall notpreclude the shortening of such period by resolution of the General
Meeting of Unitholders.

Article 20 (Executive Directors’ and Supervisory Directors’ Exemption
from Liability)
Concerning the liability of Executive Directors or Supervisory
Directors provided in Paragraph 1 of Article 115-6 of the Investment
Trust Law, in cases where the Executive Directors or Supervisory
Directors have performed their duties in good faith and without grossnegligence and when the Investment Corporation finds it particularly
necessary, taking into consideration the details of the facts that are thesource of liability, the status of execution of the duties of the Executive
Directors or Supervisory Directors and any other circumstances, an
exemption from liability may be granted by the Investment Corporation
by resolution of the Board of Directors within the limit provided bylaws and regulations.

Article 20 (Executive Directors’ and Supervisory Directors’ Exemption
from Liability for Damages)
Concerning the liability for damages of Executive Directors or
Supervisory Directors provided in Paragraph 1 of Article 115-6 of theInvestment Trust Law, in cases where the Executive Directors or
Supervisory Directors have performed their duties in good faith andwithout gross negligence and when the Investment Corporation finds it
particularly necessary, taking into consideration the details of the facts
that are the source of liability, the status of execution of the duties of the
Executive Directors or Supervisory Directors and any othercircumstances, an exemption from liability for damages may be grantedby the Investment Corporation by resolution of the Board of Directors
within the limit provided by laws and regulations.

Article 21 (Convocation and Chairperson)
1. Except where otherwise provided for in laws and regulations, themeeting of the Board of Directors shall be convened and chaired by
the Executive Director in cases where there is one Executive
Director and by one of the Executive Directors in accordance withthe order predetermined by the Board of Directors in cases where
there are two or more Executive Directors.
2. The notice of convocation of the meeting of the Board of Directors
shall be sent to all Executive Directors and Supervisory Directors atleast three days prior to the date of the meeting; provided, however,that the convocation period may be shortened or convocation
procedures omitted when the consent of all Executive Directors andSupervisory Directors is obtained.

Article 21 (Convocation and Chairperson)
1. Unless otherwise provided for in laws and regulations, the meetingof the Board of Directors shall be convened and chaired by the
Executive Director in cases where there is one Executive Director
and by one of the Executive Directors in accordance with the order
determined in advance by the Board of Directors in cases where
there are two or more Executive Directors.
2. The notice of convocation of the meeting of the Board of Directors
shall be sent to all Executive Directors and Supervisory Directors atleast three days prior to the date of the meeting of the Board of
Directors; provided, however, that the convocation period may be
shortened or convocation procedures omitted when the consent of
all Executive Directors and Supervisory Directors is obtained.

Article 22 (Resolution)
Except otherwise provided for in laws and regulations or these
Articles of Incorporation, resolutions of the Board of Directors shall bepassed with a majority of the members of the Board of Directors whoare entitled to participate in the vote attending the meeting and by amajority vote of those members.

Article 22 (Resolution)
Unless otherwise provided for in laws and regulations or these
Articles of Incorporation, resolutions of the Board of Directors shall bepassed with a majority of the members of the Board of Directors whoare entitled to participate in the vote attending the meeting and by amajority vote of those members.

Current Provisions

Proposed Amendments

Article 23 (Minutes of the Meeting of the Board of Directors)
Minutes of the proceedings concerning the meeting of the Board of
Directors shall be prepared that state or record an outline of the progressof proceedings and the outcome thereof as well as other mattersprovided for in laws and regulations, and the Executive Directors andSupervisory Directors in attendance shall sign or affix their name andseal on the minutes.

Article 23 (Minutes of the Meeting of the Board of Directors)
Minutes of the proceedings concerning the meeting of the Board of
Directors shall be prepared that state or record an outline of the progressof proceedings and the outcome thereof as well as other mattersprovided for in laws and regulations, and the Executive Directors andSupervisory Directors in attendance shall sign or affix their name andseal or provide an electronic signature on the minutes.

Article 24 (Regulations of the Board of Directors)
Other than laws and regulations and these Articles of Incorporation,
the matters concerning the Board of Directors shall be pursuant to theregulations of the Board of Directors provided at a meeting of the Boardof Directors.

Article 24 (Regulations of the Board of Directors)
In addition to laws and regulations and these Articles ofIncorporation, the matters concerning the Board of Directors shall be
pursuant to the regulations of the Board of Directors provided by the
Board of Directors.

Article 32 (Methods for Cash Distribution)
1. Distribution of Earnings(i) The amount available for distribution gained from management of
the assets of the Investment Corporation (the “distributableamount”) shall be the amount of earnings calculated in accordancewith generally accepted accounting principles in Japan (the amountof (a) the amount of the total assets amount less the total liabilities
amount as stated on balance sheets as of the settlement of accounts(the “net assets amount”) less (b) the sum total amount ofunitholders’ capital, capital surplus, and valuation and translation
adjustments).
(ii) [Omitted]
2. [Omitted]
3. [Omitted]
4. [Omitted]
5. Rules of The Investment Trusts Association, Japan
In addition to Item 1 through Item 4, the Investment Corporation
shall be governed by the rules of The Investment Trusts
Association, Japan, etc. in making cash distributions.

Article 32 (Methods for Cash Distribution)
1. Distribution of Earnings(i) The amount available for distribution gained from management of
the assets of the Investment Corporation (the “distributableamount”) shall be the amount of earnings calculated in accordancewith generally accepted accounting principles and practices inJapan (the amount of (a) the amount of the total assets amount lessthe total liabilities amount as stated on balance sheets as of thesettlement of accounts (the “net assets amount”) less (b) the sum
total amount of unitholders’ capital, capital surplus, and valuationand translation adjustments).
(ii) [No amendment]
2. [No amendment]
3. [No amendment]
4. [No amendment]
5. Rules of The Investment Trusts Association, Japan
In addition to Item 1 through Item 4, the Investment Corporation
shall be governed by the rules of The Investment Trusts
Association, Japan in making cash distributions.

Appendix 1
Targets and Policy of Asset Management

Appendix 1
Targets and Policy of Asset Management(Targets of Asset Management)
1. [Omitted]
2. [Omitted]
3. [Omitted]
4. Other than real estate, etc. and real estate-backed securities listed in
the preceding two Paragraphs, the Investment Corporation may
invest in the specified assets listed below.
[Rest omitted]
5. [Omitted]
6. [Omitted](Targets of Asset Management)
1. [No amendment]
2. [No amendment]
3. [No amendment]
4. In addition to real estate, etc. and real estate-backed securities listed
in the preceding two Paragraphs, the Investment Corporation may
invest in the specified assets listed below.
[Rest no amendment]
5. [No amendment]
6. [No amendment]

Current Provisions

Proposed Amendments(Investment Stance)
1. When investing in real estate (including the real estate put into a
trust as main trust property in the case of investments in trust
beneficial interests; hereinafter the same), the Investment
Corporation shall invest in the real estate used primarily as offices,and the investment area shall be primarily the five central wards ofTokyo (Chiyoda, Chuo, Minato, Shinjuku and Shibuya Wards),
Tokyo metropolitan area (Tokyo excluding the five central wards ofTokyo, and the Kanagawa, Chiba and Saitama Prefectures) andregional major cities.

(Investment Stance)
1. When investing in real estate (including the real estate put into a
trust as main trust property in the case of investments in trust
beneficial interests; hereinafter the same), the Investment
Corporation shall invest in the real estate used primarily as offices(including the case of those intended for other uses, but readily
convertible to offices; hereinafter the same), and the investment area
shall be primarily the five central wards of Tokyo (Chiyoda, Chuo,
Minato, Shinjuku and Shibuya Wards), Tokyo metropolitan area
(Tokyo excluding the five central wards of Tokyo, and the
Kanagawa, Chiba and Saitama Prefectures) and regional major
cities; provided, however, that in cases where several real estate canbe used in an integrated manner in socioeconomic terms, in cases
where an assessment of these in an integrated manner deems thatthese are primarily used as offices, on the condition that the realestate, etc. or the real estate, etc. underlying real estate-backed
securities that the Investment Corporation is to hold in relation tothese are primarily used as offices, the Investment Corporation may
acquire real estate, etc. or real estate-backed securities pertaining to
the concerned integrated real estate in whole or in part.
2. [No amendment]
3. [No amendment]
4. [No amendment]
5. [No amendment]
6. [No amendment]
7. [No amendment]
8. [No amendment]
9. [No amendment]

2.
3.
4.
5.
6.
7.
8.
9.

[Omitted][Omitted][Omitted][Omitted][Omitted][Omitted][Omitted][Omitted](Investment Restrictions)
1. The securities and monetary claims listed as targets of asset
management shall not be those for active investment, but rather
those that can be managed only in cases accompanied by security
and liquidity from the perspective of complementing the Investment
Corporation’s primary investment purpose of real estate investment.

(Investment Restrictions)
1. The securities and monetary claims listed in Paragraph 4 of “Targetsof Asset Management” shall not be those for active investment, butrather those for management that takes into consideration security,
negotiability or connection with the specified assets listed in
Paragraph 2 or Paragraph 3 of “Targets of Asset Management” fromthe perspective of complementing the Investment Corporation’s
primary investment purpose of real estate investment.

2. The derivative transactions listed as targets of asset management
shall be limited to management for the purpose of hedging interest
rate fluctuation risks arising from the Investment Corporation’s
liabilities and shall not be managed for the purpose ofmoneymaking from market fluctuations.
Appendix 2
Methods, Standards and Record Date for Asset Valuation

2. The derivative transactions listed in Paragraph 4 of “Targets ofAsset Management” shall be limited to management for the purposeof hedging interest rate fluctuation risks arising from the Investment
Corporation’s liabilities and shall not be managed for the purpose ofmoneymaking from market fluctuations.
Appendix 2
Methods, Standards and Record Date for Asset Valuation

1. The asset valuation methods of the Investment Corporation shall be
provided for every type of assets under management as follows.

1. The asset valuation methods of the Investment Corporation shall be
provided for every type of assets under management as follows.

(1) [Omitted](1) [No amendment](2) Trust beneficial interests entrusting real estate, real estate leaserights or superficies and silent partnership equity interests(2) Trust beneficial interests entrusting real estate, real estate leaserights or superficies and silent partnership equity interests

The valuation shall be in the value that estimates the amountequivalent to the interests of the beneficial interests in trust or theamount equivalent to the silent partnership equity interests bydeducting the amount of trust liabilities or the amount of total
liabilities of the silent partnership from the sum total amount of thetrust properties or the assets comprising the silent partnership that,in the case of real estate, shall be based on valuation in accordancewith (1), and, in the case of other assets, shall be based on
valuation in accordance with generally accepted accounting
principles.

The valuation shall be in the value that estimates the amountequivalent to the interests of the beneficial interests in trust or theamount equivalent to the silent partnership equity interests bydeducting the amount of trust liabilities or the amount of total
liabilities of the silent partnership from the sum total amount of thetrust properties or the assets comprising the silent partnership that,in the case of real estate, shall be based on valuation in accordancewith (1), and, in the case of other assets, shall be based on
valuation in accordance with generally accepted accounting
principles and practices.

Current Provisions(3) Real estate-backed securities
The valuation shall use the value based on the market price in cases
where the relevant real estate-backed securities have a market price(the quoted price on an exchange or price published by Japan
Securities Dealers Association, etc., or similar trading price agreed
upon in a trading system that allows trading, encashment, etc. at
any time; hereinafter the same). In cases where there is no market
price, valuation may be in the acquisition value.

Proposed Amendments(3) Real estate-backed securities
The valuation shall use the value based on the market price in cases
where the relevant real estate-backed securities have a market price(the quoted price on a financial instruments exchange or pricepublished by Japan Securities Dealers Association, etc., or similar
trading price agreed upon in a trading system that allows trading,encashment, etc. at any time; hereinafter the same). In cases
where there is no market price, valuation may be in the acquisition
value.

(4) [Omitted](4) [No amendment](5) [Omitted](5) [No amendment](6) Rights to derivative transactions(6) Rights to derivative transactions

The valuation of claims and obligations arising from derivativetransactions listed on an exchange shall use the final price on therelevant exchange (the closing price; if there is no closing price,then the indicative price (the lowest indicative offer price orhighest indicative bid price published; if both of these are
published, then the mid price of these)). In cases where there isno final price on the same date, the valuation shall use the mostrecent final price prior to that date. The valuation of claims andobligations arising from unlisted derivative transactions with nomarket price on an exchange shall be in the value reasonably
estimated as being equivalent to market price if such value can beobtained. In the case of derivative transactions where a fairvaluation is recognized to be extremely difficult, the valuation shallbe in the acquisition value.
Notwithstanding the foregoing, hedge accounting may be applied
to those where hedge accounting is recognized to be applicablein accordance with generally accepted accounting principles.

The valuation of claims and obligations arising from derivativetransactions listed on a financial instruments exchange shall use thefinal price on the relevant financial instruments exchange (theclosing price; if there is no closing price, then the indicative price(the lowest indicative offer price or highest indicative bid pricepublished; if both of these are published, then the mid price of
these)). In cases where there is no final price on the same date,the valuation shall use the most recent final price prior to that date.
The valuation of claims and obligations arising from unlisted
derivative transactions with no market price on a financial
instruments exchange shall be in the value reasonably estimated as
being equivalent to market price if such value can be obtained. In
the case of derivative transactions where a fair valuation isrecognized to be extremely difficult, the valuation shall be in theacquisition value.
Notwithstanding the foregoing, hedge accounting may be applied
to those where hedge accounting is recognized to be applicablein accordance with generally accepted accounting principles andpractices.

(7) [Omitted](7) [No amendment](8) Other assets(8) Other assets

Concerning assets with no provisions in (1) through (7) above, thevaluation shall be in the amount of valuation given in accordancewith generally accepted accounting principles.

Concerning assets with no provisions in (1) through (7) above, thevaluation shall be in the amount of valuation given in accordancewith generally accepted accounting principles and practices.

2. In cases where the valuation is based on methods different fromthose in the preceding Paragraph for the purpose of stating the pricein the asset management report, etc., the valuation shall be in thefollowing manner.

2. In cases where the valuation is based on methods different fromthose in the preceding Paragraph for the purpose of stating the pricein the asset management report, etc., the valuation shall be in thefollowing manner.

(1) [Omitted](1) [No amendment](2) Beneficial interests in trust and silent partnership equity interests
concerning real estate(2) Beneficial interests in trust and silent partnership equity interests
concerning real estate

The valuation shall be in the value that estimates the amountequivalent to the silent partnership equity interests or the amountequivalent to the interests of the trust beneficial interests bydeducting the amount of trust liabilities or the amount of total
liabilities of the silent partnership from the sum total amount of thetrust properties or the assets comprising the silent partnership that,in the case of real estate, shall be based on valuation in accordancewith (1), and, in the case of other assets, shall be based on
valuation in accordance with generally accepted accounting
principles.

The valuation shall be in the value that estimates the amountequivalent to the silent partnership equity interests or the amountequivalent to the interests of the trust beneficial interests bydeducting the amount of trust liabilities or the amount of total
liabilities of the silent partnership from the sum total amount of thetrust properties or the assets comprising the silent partnership that,in the case of real estate, shall be based on valuation in accordancewith (1), and, in the case of other assets, shall be based on
valuation in accordance with generally accepted accounting
principles and practices.

3. [Omitted]

3. [No amendment]

Current Provisions

Proposed Amendments

Appendix 3

Appendix 3

Asset Management Fees to the Asset Manager
Management Fee I (based on assets under management)[Omitted]

Asset Management Fees to the Asset Manager
Management Fee I (based on assets under management)[No amendment]

Management Fee II (based on leasing revenue)[Omitted]Management Fee II (based on leasing revenue)[No amendment]

Management Fee III (based on distributable amount)

Management Fee III (based on distributable amount)

The “distributable amount” shall be the amount of income before
income taxes calculated in accordance with generally accepted
accounting principles in Japan and, when there is loss brought
forward, after compensating for such amount, as well as including
the gain on sales of real estate, etc.

The “distributable amount” shall be the amount of income before
income taxes calculated in accordance with generally accepted
accounting principles and practices in Japan and, when there is loss
brought forward, after compensating for such amount, as well as
including the gain on sales of real estate, etc.

Management Fee IV (based on asset acquisitions)[Omitted]Management Fee IV (based on asset acquisitions)[No amendment]

Management Fee V (based on sales of assets)[Omitted]Management Fee V (based on gain on sales of assets)[No amendment]

Proposal 2: Election of One Executive Director
As the term of office of the incumbent Executive Director (Kazuo Otaka) will expire on August 20, 2012, it is
proposed to elect one replacement Executive Director (Nobuaki Omura). The term of office of the Executive
Director to be elected based on such agenda shall be two (2) years beginning on August 20, 2012.
Please note that this proposal concerning the election of an Executive Director has been submitted to themeeting based on the unanimous approval by the Supervisory Directors of the Investment Corporation.
The candidate for the Executive Director is as follows.
Name

Career summary(Date of Birth)
Apr. 1971

Joined Daiwa Securities Co. Ltd. (currently, Daiwa Securities Group Inc.)

May. 1996

Head of Accounting Department and Operating Department

Feb. 1997

Head of Fixed Income Department

Jun. 1997

Director

Oct. 1997

General Manager of Fixed Income & Treasury and Derivative Products

Dec. 1997

Officer of Financial Products

Nov. 1998

Officer of Financial Products and International Operating Department

Nobuaki Omura

Feb. 1999

Senior Officer of Investment Bank Operation and Overseas Office(Sep. 24, 1948)

Apr. 1999

Executive Managing Director of Daiwa SB Capital Markets Co. Ltd.

Feb. 2000

Officer of Investment Bank Operation, M&A and Structured Finance

Apr. 2001

Senior Officer of Corporate Finance and Officer of Principal FinanceJun. 2002

Senior Officer of Overseas

Jun. 2003

Senior Executive Director

Apr. 2006

President, Daiwa SB Investments Ltd.

Apr. 2010

Special Advisor

Mar. 2012

Resigned from Special Advisor*

The above-mentioned candidate for the Executive Director has no special vested interest in the Investment Corporation.

Proposal 3: Election of One Substitute Executive Director
In preparation for any insufficiency for the Investment Corporation in the number of Executive Directors legallyrequired, it is proposed to elect one substitute Executive Director in advance.
Please note that this agenda concerning the election of a substitute Executive Director has been submitted to themeeting based on the unanimous approval by the Supervisory Directors of the Investment Corporation at theBoard of Directors meeting held on July 13, 2012.
The candidate for the substitute Executive Director is as follows.
Name

Career summary(Date of Birth)
Apr. 1989

Joined Daiwa Securities Co. Ltd. (currently, Daiwa Securities Group Inc.)

June 2009

Head of Corporate Planning Department

July 2009

Temporarily transferred to Daiwa Real Estate Asset Management Co., Ltd.
Vice-President and Representative Director (Head of IR & Planning Department)

Yuji Shinotsuka(April 30, 1964)

Nov. 2009

Vice-President and Representative Director (Head of Corporate Planning
Department)

Apr. 2011

Vice-President and Representative Director (Head of Business Planning and
Finance Department) (current position)

* The above-mentioned candidate for the substitute Executive Director currently serves as Vice President and Representative
Director of Daiwa Real Estate Asset Management Co. Ltd.

As for the above-mentioned candidate for the substitute Executive Director, the Board of Directors of theInvestment Corporation may annul the election of such person before the assumption of office by such
person.

Proposal 4: Election of Two Supervisory Directors
The term of office of each of the incumbent two Supervisory Directors (i.e., Messrs. Takayuki Hiraishi andHiroshi Sakuma) will expire on August 20, 2012. So it is proposed to elect the same persons to the sameoffices again.
The term of office of the Supervisory Directors to be elected based on this proposal shall be two (2) years
from August 20, 2012, the date of assumption of office, in accordance with the provisions of the main text
of Paragraph 2 of Article 18 of the Articles of Incorporation of the Investment Corporation.
The candidates for the Supervisory Directors are as follows.
Candidate

Name

Number(Date of Birth)

Career summary
Apr. 1992

Registered as Attorney-at-law; joined Spring Partners (formerly
known as Okinobu, Ishihara & Sei Law Office)Takayuki Hiraishi
1

Sep. 1995

Studied abroad at University of Connecticut School of Law

Sep. 1996

Joined Pillsbury Winthrop Shaw Pittman LLP (formerly known as
Pillsbury, Madison & Sutro LLP), Los Angeles Office(October 16, 1965)
Sep. 1997

Returned to Spring Partners (current position)

July 2005

Named Supervisory Director of the Investment Corporation (current
position)

Number ofInvestment Units of
the Investment

None

Corporation Held
Candidate

Name

Number(Date of Birth)2

Hiroshi Sakuma(January 28, 1959)

Career summary
Apr. 1983

Joined NEC Corporation

Sep. 1989

Joined Arthur Andersen

Apr. 1991

Joined Coopers & LybrandSep. 1995

Joined Smith Barney Securities Inc.

July 1996

Joined Salomon Brothers Securities (Asia) Inc.

Apr. 1998

Established Sakuma CPA Firm (current position)

May 2000

Named Director of Just Planning Inc. (current position)

July 2005

Named Supervisory Director of the Investment Corporation (current
position)

Number ofInvestment Units of
the Investment
Corporation Held

None

*

Both of the above-mentioned candidates for the Supervisory Directors currently supervise, as Supervisory Directors, the overall
operation of the Investment Corporation performed by the Executive Director.

*

Mr. Hiroshi Sakuma, out of the above-mentioned candidates for the Supervisory Directors, heads Sakuma CPA Office.

Reference Information:
If any of the proposals submitted to the upcoming unitholders’ meeting are in conflict with each other, theprovisions concerning “deemed approvals” provided for in Paragraph 1 of Article 93 of the Law Concerning
Investment Trusts and Investment Corporation and in Paragraph 1 of Article 14 of the current Articles ofIncorporation of the Investment Corporation shall not apply to any of such proposals.
Proposals 1 through 4 above include no conflicting proposals.
- End -