Issue date: August 6, 2024
Electronic provision measures commencement date: August 2, 2024
To Our Unitholders:Daiwa Office Investment Corporation
6-2-1 Ginza, Chuo-ku, Tokyo
Representative: Keiichi Sakai, Executive Director(Securities Code: 8976)

Notice of Convocation of the 13th General Meeting of Unitholders
We hereby inform you that the 13th General Meeting of Unitholders 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.
Please note that you may exercise your voting rights via the voting rights exercise form if you will
not attend the General Meeting of Unitholders in person. In such case, you are requested to carefully
examine the attached “Reference Documents Concerning the General Meeting of Unitholders” and,after indicating your vote for or against each proposal on the enclosed voting rights exercise form,
to send such form to us, ensuring that the form will reach us by no later than 5:00 p.m. on Monday,
August 26, 2024.
In accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations(the “Investment Trusts Act”), the Investment Corporation has set out the provisions concerning “Deemed
Approval” in Article 14 of the current Articles of Incorporation.
Accordingly, please be aware that if you do not attend the General Meeting of Unitholders and do
not exercise your voting rights via the voting rights exercise form, your voting rights will be includedin the number of voting rights of the unitholders in attendance and you will be deemed to haveapproved each proposal presented to such General Meeting of Unitholders.
<Excerpt from the current Articles of Incorporation of the Investment Corporation>
Article 14 (Deemed Approval)
1. Any unitholder who does not attend a General Meeting of Unitholders and does not exercise his/hervoting rights shall be deemed to have approved the proposals presented to such General Meeting ofUnitholders (provided, however, that in cases where two or more proposals are presented and any suchproposal is in conflict with another 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 inaccordance with the preceding Paragraph shall be counted in the number of voting rights of theunitholders in attendance.
Upon convening the General Meeting of Unitholders, measures for electronic provision are taken for the
information (the matters subject to measures for electronic provision) contained in the “Reference
Documents Concerning the General Meeting of Unitholders” and other documents by posting on the interneton the Investment Corporation’s website as “Notice of Convocation of the 13th General Meeting ofUnitholders” for you to check by accessing the Investment Corporation’s website below.
All unitholders are also sent the “Reference Documents Concerning the General Meeting of Unitholders”
and other documents in paper format, regardless of whether or not they have requested delivery of the
documents be in paper format.

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Investment Corporation’s website
https://www.daiwa-office.co.jp/en/ir/meeting.html
Aside from the website above, the matters subject to measures for electronic provision are also posted on
the Tokyo Stock Exchange (TSE) website for you to check by accessing the TSE website (Listed Company
Search) below, searching by inputting the issue name (REIT name) or securities code, and selecting “Basic
information,” “Documents for public inspection / PR information,” and “Notice of General Investors Meeting/ Informational Materials for a General Investors Meeting.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Details1.
2.
3.

Date and Time:

August 27, 2024 (Tuesday) at 10:00 a.m.
(The reception desk is scheduled to open at 9:30 a.m.)
Venue:
17th Floor, GranTokyo North Tower,
1-9-1 Marunouchi, Chiyoda-ku, Tokyo
Purpose of the General Meeting of Unitholders:AgendaProposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Appointment of One Executive Director
Proposal 3:
Appointment of One Substitute Executive Director
Proposal 4:
Appointment of Two Supervisory Directors
The details of the proposals are as set forth in the following “Reference Documents
Concerning the General Meeting of Unitholders.”- End -

◎ If a vote in favor or against is not indicated for each proposal on a returned voting rights exercise form, it will be treatedas indicating a vote in favor.
◎ If you attend the General Meeting of Unitholders in person, please submit the enclosed voting rights exercise form to
the receptionist at the venue.
◎ If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting rights to attend
the General Meeting of Unitholders as your proxy. In such case, such proxy shall submit your voting rights exercise
form, together with a document certifying the status of the proxy, to the receptionist at the venue.
◎ If there are any amendments to the matters subject to measures for electronic provision, a statement to that effect, thematters before amendment, and the matters after amendment will be posted on the internet on the Investment
Corporation’s website and the TSE website mentioned earlier in this document.
◎ On the day, the holding of a briefing session on the management status by Daiwa Real Estate Asset Management Co.
Ltd., the asset manager of the Investment Corporation, is scheduled to follow at the same venue after the conclusionof the General Meeting of Unitholders. The earnings announcement video and presentation materials for the Investment
Corporation’s 37th Fiscal Period (ended May 31, 2024) are available for viewing on the internet on the Investment
Corporation’s website (https://www.daiwa-office.co.jp/en/).
◎ No gifts will be prepared for the unitholders attending the General Meeting of Unitholders. Your understanding would
be greatly appreciated.

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Reference Documents Concerning the General Meeting of Unitholders
Proposals and Reference Information
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments to the Articles of Incorporation(1) The Investment Corporation stipulates in Article 14 of the current Articles of Incorporation that inaccordance with Article 93, Paragraph 1 of the Investment Trusts Act, any unitholder who does
not attend a General Meeting of Unitholders and does not exercise his/her voting rights shall bedeemed to have approved the proposals presented to such General Meeting of Unitholders (socalled deemed approval) (provided, however, that in cases where two or more proposals arepresented and any such proposal is in conflict with another such proposal, both proposals shallbe excluded from deemed approval).
However, it is to be stipulated that proposals that are less likely to present conflicting proposals
by their nature to a General Meeting of Unitholders and have a significant impact on the interestsof unitholders and the governance structure of an investment corporation shall be excluded fromthe deemed approval specified in Article 14 of the current Articles of Incorporation and Article 93,
Paragraph 1 of the Investment Trusts Act to more directly reflect the will of unitholders who actually
exercise their voting rights (related to Article 14 of the current Articles of Incorporation).
(2) Receiving loans from credit unions and shinkin banks requires contributions based on the Smalland Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949, as amended) and the
Shinkin Bank Act (Act No. 238 of 1951, as amended). To make sure that such contributions canbe made when the Investment Corporation borrows funds, such contributions are added to theinvestment targets of the Investment Corporation, and necessary amendments are made toprovisions (proposed amendments in Appendix 1: Targets and Policy of Asset Management(Targets of Asset Management)).

2.

Details of the Amendments to the Articles of Incorporation
The details of the amendments are set forth below.
(Changed portions are underlined.)
Current Articles of Incorporation

Proposed Amendments

Article 14 (Deemed Approval)
1. (Omitted)(New Provision)

2. The number of voting rights held by theunitholder deemed to have approved the
proposals in accordance with thepreceding Paragraph shall be counted in
the number of voting rights of theunitholders in attendance.

Article 14 (Deemed Approval)
1. (Unchanged)
2. The provisions of the preceding
Paragraph do not apply to resolutions on
the proposals concerning the following
matters.
(1) Dismissal of executive directors,
supervisory directors, or accounting
auditors(2) Amendments to the Articles ofIncorporation (provided, however,limited to establishment, revision, or
abolition of provisions in relation todeemed approval)(3) Dissolution(4) Approval for the cancellation of theasset management agreement by
the asset manager(5) Cancellation
of
the
asset
management agreement by theinvestment corporation
3. The number of voting rights held by theunitholder deemed to have approved the
proposals in accordance with Paragraph1 shall be counted in the number ofvoting rights of the unitholders inattendance.

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Current Articles of Incorporation

Proposed Amendments

Establishment and Revision History(New Provision)
Appendix 1
Targets and Policy of Asset Management(Targets of Asset Management)
1.–3. (Omitted)
4. In addition to real estate, etc. and realestate-backed securities listed in theprecedingtwoParagraphs,
theInvestment Corporation may invest in
the specified assets listed below.
(1)–(4) (Omitted)(5) Beneficial interests in money trusts
with the objective of managing trust
properties as investment in thoselisted in Item 1 through thepreceding Item of this Paragraph

Establishment and Revision History
Revision August 27, 2024
Appendix 1
Targets and Policy of Asset Management(Targets of Asset Management)
1.–3. (Unchanged)
4. In addition to real estate, etc. and realestate-backed securities listed in theprecedingtwoParagraphs,
theInvestment Corporation may invest in
the specified assets listed below.
(1)–(4) (Unchanged)(5) Beneficial interests in money trusts
with the objective of managing trust
properties as investment in thoselisted in Item 1 through thepreceding Item of this Paragraph or
the Items of Paragraph 5(6)–(9) (Unchanged)
5. In addition to the specified assets
provided in Paragraph 2 throughParagraph4,
theInvestment
Corporation may invest in the assets
listed below in cases where necessary ininvesting in real estate or borrowing
funds.
(1)–(9) (Unchanged)(10) Contributions provided in the Smalland
Medium-Sized
Enterprise
Cooperatives Act (Act No. 181 of1949, as amended)(11) Contributions provided in the
Shinkin Bank Act (Act No. 238 of1951, as amended)(Deleted)(6)–(9) (Omitted)
5. In addition to the specified assets
provided in Paragraph 2 throughParagraph4,
theInvestment
Corporation may invest in the assets
listed below in cases where necessary ininvesting in real estate.
(1)–(9) (Omitted)(New Provision)(New Provision)(10) Beneficial interests in money trusts
with the objective of managing trust
properties as investment in thoselisted in Item 1 through thepreceding Item of this Paragraph(11) In addition to Item 1 through thepreceding Item of this Paragraph,other rights that are necessary or
useful to be acquired accompanying
investment in real estate, etc. or realestate-backed securities-4-(12) In addition to Item 1 through thepreceding Item of this Paragraph,other rights that are necessary or
useful to be acquired accompanying
investment in real estate, etc. or realestate-backed securities

Proposal 2: Appointment of One Executive Director
As the term of office of the incumbent Executive Director Keiichi Sakai will end upon the conclusion of
the upcoming General Meeting of Unitholders, it is proposed to newly appoint one Executive Director.
By application of Article 99, Paragraph 2 of the Investment Trusts Act and the proviso to the first
sentence of Article 18, Paragraph 2 of the Articles of Incorporation of the Investment Corporation, the termof office of the Executive Director based on this proposal shall begin upon the appointment on August 27,
2024, and end upon the conclusion of the General Meeting of Unitholders with appointment of Executive
Director as a proposed agenda that is to be held within 30 days of the day following the day on which 2
years have elapsed from the appointment.
Please note that this proposal concerning appointment of Executive Director is one that has been
submitted based on the unanimous consent of the Supervisory Directors at the meeting of the Board of
Directors held on July 19, 2024.

The candidate for Executive Director is as follows:
Name(Date of birth)

Career summary and status ofsignificant concurrent positions
Apr. 1988

Joined Daiwa Securities Co. Ltd. (currently, Daiwa
Securities Group Inc.)
Head Office Client Marketing Dept II.

Apr.2007

Head of System Planning Dept. , Daiwa Securities Co. Ltd.

Apr.2010

Head of Daiwa Direct Planning Dept. , Daiwa Securities Co.

Oct. 2011

Hibiya Branch Manager, Daiwa Securities Co. Ltd.

Ltd.
Oct. 2013

Umeda Branch Manager, Daiwa Securities Co. Ltd.

Apr.2017

Senior Managing Director and Deputy Head of Operations &IT, Daiwa Securities Group Inc.; and Senior Managing
Director and Deputy Head of Operations & IT, Daiwa
Securities Co. Ltd.

Toshisuke Tanaka(Jun. 1, 1963)

Apr.2020

Senior Managing Director and Head of Operations & IT,
Daiwa Securities Group Inc.; and Senior Managing Director
and Deputy Head of Operations & IT, Daiwa Securities Co.
Ltd.

Apr.2021

Senior Managing Director and Head of IT & Operations,
Daiwa Securities Group Inc.; and Senior Managing Director
and Deputy Head of IT & Operations, Daiwa Securities Co.
Ltd.

Apr.2022

Executive Managing Director, Daiwa Institute of ResearchLtd.

Apr.2023

Deputy President, Member of the Board of DIR Information
Systems Ltd.

Apr.2024
Number ofinvestment units of
the Investment
Corporation held
1.

Retired from DIR Information Systems Ltd.

None

There are no special interests between the above-referenced candidate for Executive Director and the Investment
Corporation.

2.

The Investment Corporation executes an officer, etc., liability insurance contract as prescribed in Article 116-3,
Paragraph 1 of the Investment Trusts Act with an insurance company, and damage such as compensation fordamages, litigation expenses, etc., borne as a result of having become subject to a claim for compensation fordamages due to an act performed by a covered person in relation to their work as an officer of the Investment-5-Corporation are covered by said insurance contract to a certain extent. If the above-referenced candidate for
Executive Director takes office as Executive Director, they will be included in the persons covered by said
insurance contract. In addition, the Investment Corporation plans to execute a contract with the same content
again upon the expiration of the term of said insurance contract.

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Proposal 3: Appointment of One Substitute Executive Director
In preparation for any vacancy in the position of Executive Director of the Investment Corporation or
any shortfall in the number of Executive Directors of the Investment Corporation legally required, it is
proposed to appoint one substitute Executive Director in advance.
Pursuant to the provisions of the third sentence of Article 18, Paragraph 2 of the Articles of Incorporationof the Investment Corporation, the provisions of Article 99, Paragraph 2 of the Investment Trusts Act andthe proviso to the first sentence of Article 18, Paragraph 2 of the Articles of Incorporation of the Investment
Corporation shall also apply to the term of office in the event that the substitute Executive Director
appointed based on this proposal becomes Executive Director.
Pursuant to the provisions of Article 18, Paragraph 3 of the Articles of Incorporation of the Investment
Corporation, the period that the resolution concerning appointment of substitute Executive Director basedon this proposal remains effective shall be until the end of the term of office of the Executive Director under
Proposal 2.
Please note that this proposal concerning appointment of substitute Executive Director is one that has
been submitted based on the unanimous consent of the Supervisory Directors at the meeting of the Boardof Directors held on July 19, 2024.

The candidate for substitute Executive Director is as follows:
Name(Date of birth)

Career summary andstatus of significant concurrent positions
Apr. 1999

Joined Nomura Home Co., Ltd.

Jan. 2003

Joined Pacific Holdings

Jun. 2009

Joined Tokyo Tatemono Investment Advisors Co., Ltd.

Feb. 2013

Joined Daiwa Real Estate Asset Management Co. Ltd.

Apr. 2019

General Manager of Asset Management Department, andManager, Private Fund Management Department
Jun Abe(Dec. 22, 1975)

General Manager of Origination Department
Oct. 2020

General Manager of Private REIT Investment Management

Apr. 2023

General Manager of DOI Investment Management

Apr. 2024

Deputy General Manager of the Acquisition and Asset

Department
Department
Management Division, and General Manager of Portfolio
Strategy Department (present)
Number ofinvestment units of
the Investment
Corporation held
1.

None

The above-referenced candidate for substitute Executive Director is Deputy General Manager of the Acquisition
and Asset Management Division and General Manager of the Portfolio Strategy Department of Daiwa Real Estate
Asset Management Co. Ltd., the asset manager of the Investment Corporation.

2.

Other than the above, there are no special interests between the above-referenced candidate for substituteExecutive Director and the Investment Corporation.

3.

The above-referenced substitute Executive Director may have their appointment canceled by resolution of theBoard of Directors of the Investment Corporation prior to taking office.

4.

The Investment Corporation executes an officer, etc., liability insurance contract as prescribed in Article 116-3,
Paragraph 1 of the Investment Trusts Act with an insurance company, and damage such as compensation fordamages, litigation expenses, etc., borne as a result of having become subject to a claim for compensation fordamages due to an act performed by a covered person in relation to their work as an officer of the Investment
Corporation are covered by said insurance contract to a certain extent. If the above-referenced candidate for
substitute Executive Director takes office as Executive Director, they will be included in the persons covered by-7-

said insurance contract. In addition, the Investment Corporation plans to execute a contract with the same content
again upon the expiration of the term of said insurance contract.

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Proposal 4: Appointment of Two Supervisory Directors
As the term of office of the incumbent Supervisory Directors Daisuke Eki and Koichiro Ito will end upon
the conclusion of the upcoming General Meeting of Unitholders, it is proposed to newly appoint two
Supervisory Directors.
By application of Article 99, Paragraph 2 of the Investment Trusts Act that applies mutatis mutandis
pursuant to Article 101, Paragraph 2 of the Investment Trusts Act and the proviso to the first sentence ofArticle 18, Paragraph 2 of the Articles of Incorporation of the Investment Corporation, the term of office of
the Supervisory Directors based on this proposal shall begin upon the appointment on August 27, 2024,
and end upon the conclusion of the General Meeting of Unitholders with appointment of Supervisory
Directors as a proposed agenda that is to be held within 30 days of the day following the day on which 2
years have elapsed from the appointment.

The candidates for Supervisory Directors are as follows:
CandidatenumberName(Date of birth)
Daisuke Eki(Mar. 21, 1977)

1
Number of investment
units of the Investment
Corporation held

Career summary, position at the Investment Corporation, andstatus of significant concurrent positions
Oct. 2003
Admitted to practice law
Joined Ishii Law Office (current position)
Aug. 2022
Supervisory Director, Daiwa Office Investment
Corporation (present)
None
Apr. 1997
Nov. 2005
Jul. 2009
Mar. 2010
May 2011

Koichiro Ito(Sep. 26, 1972)
2

Feb. 2017
Jun. 2018
Feb. 2020
Jun. 2020
Oct. 2020
Jun. 2022

Aug. 2022
Jul. 2024
Number of investment
units of the Investment
Corporation held
1.

Joined Goldman Sachs Japan
Joined tax corporation Chuo Aoyama (currently,
PwC Tax Japan)
Registered as a certified public accountant
Registered as a certified public tax accountant
Ito International Accounting and Taxation Officerepresentative (present)
Auditor, VISITS Technologies Inc. (present)
Director, Audit and Supervisory Committee
Member, SMS Co., Ltd.
Director, ACT Holdings, Inc. (present)
Auditor, Jibannet Holdings (present)
Auditor, moi Corporation (present)
Outside Director, Audit and Supervisory
Committee Member, e-Seikatsu Co., Ltd.
(present)
Supervisory Director, Daiwa Office Investment
Corporation (present)
Auditor, 3-D Matrix, Ltd. (present)

None

Both the above-referenced candidates for Supervisory Directors currently supervise the overall execution of duties
by the Executive Director of the Investment Corporation as Supervisory Directors of the Investment Corporation.

2.

There are no special interests between both the above-referenced candidates for Supervisory Directors and theInvestment Corporation.

3.

The Investment Corporation executes an officer, etc., liability insurance contract as prescribed in Article 116-3,
Paragraph 1 of the Investment Trusts Act with an insurance company, and damage such as compensation fordamages, litigation expenses, etc., borne as a result of having become subject to a claim for compensation fordamages due to an act performed by a covered person in relation to their work as an officer of the Investment
Corporation are covered by said insurance contract to a certain extent. All of the above-referenced candidates for-9-Supervisory Directors are currently included in the persons covered by said insurance contract as Supervisory
Directors. If the above-referenced candidates for Supervisory Directors take office as Supervisory Directors, they
will continue to be included in the persons covered by said insurance contract. In addition, the Investment
Corporation plans to execute a contract with the same content again upon the expiration of the term of said
insurance contract.

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Reference Information
If any of the proposals submitted to the upcoming General Meeting of Unitholders are in conflict witheach other, the provisions concerning “Deemed Approval” provided for in Article 93, Paragraph 1 of theInvestment Trusts Act and in Article 14, Paragraph 1 and Paragraph 2 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 -

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