[Translation]
Securities Code: 8984
November 12, 2021
To our unitholders

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

Toshiharu Asada, Executive Director
Notice of Convocation of the 13th General Meeting of Unitholders
We hereby give notice of the 13th General Meeting of Unitholders (the “General Meeting ofUnitholders”) of Daiwa House REIT Investment Corporation (“DHR”), which will be held as
set out below.
In precaution to prevent the spread of the COVID-19, we urge you to exercise your voting
rights in advance in writing and refrain from attending this General Meeting ofUnitholders in person, regardless of your health condition.
Therefore, 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 29, 2021 (Monday).
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 Meetingof Unitholders and do not exercise your voting rights with the voting form, you will bedeemed to have approved each of the proposals being discussed at the Meeting, and thenumber of voting rights you hold will be counted in the number of voting rights ofunitholders 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.

1Meeting Details
1.
2.

Time and Date: November 30, 2021 (Tuesday) 10:00 A.M. (Reception: 9:30 A.M.)
Location: 2F Conference Hall, Daiwa House Industry Co., Ltd., Tokyo Head Office
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) In light of the status of COVID-19 infections in Japan, DHR will take measures to preventthe spread of the COVID-19 at the General Meeting of Unitholders.
(v) Briefing session on the operational status by DHR’s asset management company, Daiwa
House Asset Management Co., Ltd. (the “Asset Manager”) will not be held from theviewpoint of ensuring the safety of unitholders in light of the status of COVID-19
infections in Japan and for the purpose of shortening the time spent by unitholders at thevenue. Your understanding is highly appreciated. Regarding the operational status of
DHR, briefing materials on the financial results and other information for the fiscal period
ended August 31, 2021 are available on DHR’s website at https://www.daiwahousereit.co.jp/.
(vi) There will be no souvenirs for unitholders attending the General Meeting of Unitholders.
Your understanding is highly appreciated.

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)

Pursuant to Article 93, Paragraph 1 of the Investment Trusts Act, DHR had establishedprovisions, in the current Article 15 Paragraph 1 of our Articles of Incorporation, that “ifa 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)” (so-called deemed votes
in favor system).
However, due to the difficult nature of submitting conflicting proposals and thepossibility that if the deemed votes in favor system is applied, without modification, toa proposal causing significant impact on unitholders’ interests or the investment
corporation’s governance structure, etc. or a proposal having a high potential of causing
a material conflict of interest between the unitholders and directors of the investment
corporation or the asset management company, it may result in a conclusion that does
not necessarily conform to the intent of a majority of unitholders. Also, considering
recent discussions on unitholder proposals submitted by minority unitholders, changes
shall be made to enable non-application of the deemed votes in favor system whenunitholders who satisfy specific eligibility requirements or when DHR issues a priorcontrary intention to such proposal (“Subject Proposals”) based on a prescribed
procedure.
Subject Proposals shall be (i) appointment or dismissal of executive directors or
supervisory directors, (ii) conclusion or cancellation of an asset management agreementwith an asset management company, (iii) dissolution, (iv) consolidation of investment
units and (v) exemption from liability for executive directors, supervisory directors or
accounting auditor.
In consideration of fairness and impartiality, the subject entities that may be able to issue
prior contrary intention shall be DHR or minority unitholders who meet certain
qualification requirements. Requirements for the procedure for issuing contrary intention
shall be (i) for minority unitholders who meet certain qualification requirements,
notification to DHR (both DHR and the convener if the convener is a person other than
executive director or supervisory director) within a specific period of time and (ii) for
DHR, the inclusion of the relevant provisions in the convocation notice or anannouncement on its webpage.
Partial exemptions to the application of the deemed votes in favor system shall beestablished based on the above, and the necessary changes shall be made to provide forsuch exemptions in the deemed votes in favor system (Proposed amendment to the
Article 15, Paragraph 3 and 4).

(2)

With the application of the Accounting Standard for Financial Instruments (AccountingStandards Board of Japan Statement No.10) revised on July 4, 2019 (including related
accounting standards and application guidelines which were newly established orrevised), necessary changes shall be made to asset evaluation methods (Current Article
34, Paragraph 1, Item 6 and 8).

3

(3)

The new method of calculating asset management fees described in (4) below will be
introduced by DHR on March 1, 2022, the beginning of the fiscal period ending August
31, 2022. Accordingly, the necessary provisions regarding effective date of changes to
the Articles of Incorporation shall be established in the supplementary provisions relating
to (4) below (Proposed amendment to the Chapter 12, Supplementary Provisions, Article
41).

(4)

For the asset management fees paid to the asset management company, a provision will
be added to the effect that the amount of asset management fees will be increased or
decreased in conjunction with sustainability indices, for the purpose of enhancing
unitholder value by encouraging the reduction of greenhouse gas (GHG) emissions fromproperties owned by DHR and improving the external evaluation of the sustainability
efforts of DHR (Annex: Asset Management Fees Payable to Asset Manager, Assetmanagement fee 3 (sustainability index-linked fee)).

2.

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

Article 15
1 and 2

Proposed Amendments

Deemed Approval

Article 15

Deemed Approval(Omitted)

1 and 2(Same as Current Provisions)(Added)3. The provisions of the preceding two paragraphs shall not
apply if DHR or unitholders who meet certain qualification
requirements shall issue prior contrary intention to the certain
proposal (“Subject Proposals”) pursuant to the following
procedure.
Requirements for the procedure for issuing contrary intention
shall be (i) for a unitholder who continuously holds for six
months or longer no less than one-hundredth of total
investment units issued, notification to DHR (both DHR andthe convener if the convener is a person other than executive
director or supervisory director) within two weeks of theearlier of the date on which DHR announces on its websitethat a proposal concerning each of the Subject Proposals will
be submitted to the general meeting of unitholders or the dateon which the person who has the right to convene the meetingannounces in a similar manner and (ii) for DHR, the inclusionof the relevant provisions in the convocation notice or anannouncement on its website.
Subject Proposals shall be (i) appointment or dismissal of
executive directors or supervisory directors, (ii) conclusion
or cancellation of an asset management agreement with anasset management company, (iii) dissolution, (iv)
consolidation of investment units and (v) exemption fromliability for executive directors, supervisory directors or
accounting auditor.

(Added)4. The provisions of paragraphs 1 and 2 shall not apply to a
proposal to amend this Article.

4

Current Articles of Incorporation
Article 34

Proposed Amendments

Method, Criteria and Date for Valuing Assets

Article 34

Method, Criteria and Date for Valuing Assets

1.

(Omitted)

1.

(1) through (5)(Omitted)(1) through (5) (Same as Current Provisions)(6) Securities specified in Article 31, Paragraph 3 andArticle 31, Paragraph 4, Item 2: If there is a market price forsuch securities, the price based on the market price (theprice of trading on a financial instruments exchange, theprice published by a securities industry association, etc., or
the price of trading concluded in a trading system thatallows trading and redemption, etc., at any time inaccordance with these. The same shall apply hereinafter.) If
there is no market price, it shall be valued based on areasonably calculated value.
(7)(Same as Current Provisions)(6) Securities specified in Article 31, Paragraph 3 andArticle 31, Paragraph 4, Item 2: If the securities areclassified as held-to-maturity securities, they shall be valuedat acquisition cost. However, if the securities are acquired ata price lower or higher than the bond amount, and the natureof the difference between the acquisition price and the
securities amount is considered to be an interest rateadjustment, the securities shall be valued at the amountcalculated based on the amortized cost method. In the caseof securities classified as other securities, they shall bevalued at fair value. However, stocks and other securities
without a market price shall be valued at acquisition cost.

(Omitted)(7)(8) Rights pertaining to derivative transactions specified in
Article 31, Paragraph 4, Item 3:(i) Receivables and payables arising from derivativetransactions listed on a financial instruments exchange
The value shall be calculated based on the final price(closing price. If there is no closing price, the quoted price(the lowest price of the published offer price or the highest
price of the published bid price, or the middle price of them
if they are both published)) of the relevant financial
instruments exchange on the record date. If there is no final
price on the same day, the price shall be calculated based on
the latest final price before the same day.

(8) Rights pertaining to derivative transactions specified in
Article 31, Paragraph 4, Item 3:(i) Net receivables and payables arising from derivativetransactions
Valued at fair value.

(ii) Receivables and payables arising from unlisted
derivative transactions that are not quoted on a financial
instruments exchange: Valued at the price calculated by areasonable method equivalent to the market price. In cases
where it is recognized that it is extremely difficult to
calculate a fair valuation, the acquisition price shall be used.
(iii) Notwithstanding the above, hedge accounting may be
applied to items that are deemed to be hedge transactions
under generally accepted accounting principles. In addition,
the application of special accounting treatment in financial
instrument accounting for interest rate swaps, etc. andallocation treatment in foreign currency transaction
accounting standards for foreign exchange forward contracts
is not precluded.
(9) through (10)(Omitted)

2. through 4.

(Omitted)(Same as Current Provisions)(Deleted)(ii) Notwithstanding the above, hedge accounting may be
applied to items that are deemed to be hedge transactions
under generally accepted accounting principles. In addition,
this does not preclude the application of special treatment infinancial instrument accounting for interest rate swaps, etc.

(9) through (10)(Same as Current Provisions)2. through 4.

(Same as Current Provisions)(Added)Chapter 12 Supplementary Provisions
Article 41 Effectiveness of Changes
The changes pertaining to the Attachment (AssetManagement Fees Payable to Asset Manager) shall takeeffect on March 1, 2022, and shall apply to asset
management fees arising on or after March 1, 2022. This
chapter shall be deleted after the effective date of suchchange.
Enacted:June 1, 2005

5

Current Articles of Incorporation
Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:

Proposed Amendments

November 25, 2005
January 26, 2006
February 23, 2007
February 26, 2009
February 25, 2010
March 23, 2010
September 30, 2010
December 1, 2011
November 26, 2013
March 1, 2015
November 25, 2015
June 17, 2016
(Effective Date: September 1, 2016)
November 22, 2017
November 27, 2019

Enacted:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Attachment
Asset Management Fees Payable to Asset Manager

Attachment
Asset Management Fees Payable to Asset Manager(Omitted)Fee
Assetmanagement
fee 1(asset-based
fee)
Asset
managementfee 2(profit-basedfee)Calculation method

June 1, 2005
November 25, 2005
January 26, 2006
February 23, 2007
February 26, 2009
February 25, 2010
March 23, 2010
September 30, 2010
December 1, 2011
November 26, 2013
March 1, 2015
November 25, 2015
June 17, 2016
(Effective Date: September 1, 2016)
November 22, 2017
November 27, 2019
November 30, 2021

(Same as Current Provisions)
Timing ofpayment

Fee
Assetmanagement
fee 1(asset-based
fee)
Asset
managementfee 2(profit-based
fee)
Asset
management
fee 3(sustainability
index-linked
fee)(Omitted)(Omitted)(Added)6

Calculation
methodTiming ofpayment(Same asCurrent Provisions)(Same asCurrent Provisions)
The amount shallbe the sum of thevalues in (i), (ii)and (iii) below.
(i)The maximum
amount obtainedby multiplying thetotal assets (Note2) for eachcalculation period(Note 1) by themultiple
calculated inaccordance with
Table 1 and
0.012% perannum (calculated
on a pro-rata basis
using the actual
number of days in
the relevant
calculation
period, with one
year being 365days) (Note 3).
(ii) The maximum
amount obtainedby multiplying theamount of total
assets (Note 1) for
each calculation

Current Articles of Incorporation

Proposed Amendments
period (Note 2)
by a multiple
determined inaccordance with
Table 2 and0.004% perannum (calculated
on a pro-rata basis
using the actual
number of days in
the relevant
calculation period
as 365 days peryear) (Note 3).
However, in theevent that a
multiple cannot
be obtained due toreasons such as
the valuation
agent notconducting thevaluation, thecalculation shallbe made using themultiple for themost recent
calculation periodof eachcalculation
period, and in theevent that a
multiple cannot
be obtained due toreasons such as
DHR not
participating in
the valuation, thecalculation shallbe made using thelowest multiple
listed in Table 2.
(iii) The
maximum amountobtained bymultiplying thetotal asset value(Note 2) for eachcalculation period(Note 1) by themultipledetermined inaccordance with
Table 3 and0.004% perannum (calculated
on a pro-rata basis
using the actual
number of days in
the relevant
calculation
period, with one
year being 365days) (Note 3).
However, in theevent that a7

Current Articles of Incorporation

Acquisitionand sale fees
Merger fee
1 through 3

Proposed Amendments

Acquisitionand sale fees
Merger fee
1 through 3(Omitted)(Omitted)(Omitted)

multiple cannot
be obtained due toreasons such as
the valuation
agent notconducting thevaluation, thecalculation shallbe made using themultiple for themost recent
calculation periodof eachcalculation
period, and in theevent that a
multiple cannot
be obtained due toreasons such as
DHR not
participating in
the valuation, thecalculation shallbe made using thelowest multiple
listed in Table 3.
(Same as Current Provisions)(Same as Current Provisions)(Same as Current Provisions)

Table 1
Multiple
1－GHG emissions reduction ratio※GHG emissions reduction ratio = ((b)－(a)) / (a)Round off to three decimal places.
(a)：Intensity of GHG emissions for FY2017 (from April
2017 to March 2018）0.0556 (t-CO₂/m2)(b)：Intensity of GHG emissions for the fiscal year (from
April to March) immediately preceding the calculation
period (t- CO₂/m2）※Intensity of GHG emissions = GHG emissions (t CO₂-)÷
denominator of intensity (gross floor area (m2))
Round off to four decimal places.

(Added)※Denominator of intensity (gross floor area (m2)) is for theproperties owned by DHR in FY2017 or the fiscal year
immediately preceding each calculation year (from April to
March). However, properties for which data could not be
obtained due to reasons such as the inability to obtain theconsent of a third party are excluded.
Table 2(Added)GRESBReal Estate
Assessment

Multiple

★

0.8

★
★

0.9

★
★
★

1.0

★
★
★
★
1.1

★
★
★
★
★
1.2

※The multiple shall be determined based on the evaluationof the fiscal period immediately preceding eachcalculation period.

8

Current Articles of Incorporation

Proposed Amendments
Table 3
CDP
ClimateChangeProgramAssessment(Added)Multiple

D-

D

C-

C

B-

B

A-

A

0.6

0.7

0.8

0.9

1.0

1.1

1.2

1.3

※The multiple shall be determined based on the evaluationof the fiscal period immediately preceding eachcalculation period.

9

Proposal No. 2 Appointment of one Executive Director
Since the term of office of the Executive Director Toshiharu Asada will end on November
30, 2021, DHR is submitting a proposal for newly appointing one Executive Director as ofDecember 1, 2021. In this proposal, the term of office of the Executive Director will be twoyears commencing on December 1, 2021 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 15, 2021.
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.
Dec. 2019
Became Executive Director, Daiwa House REIT
Investment Corporation (current position)*

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.

*

DHR has entered into a liability insurance contract with an insurance company as
stipulated in Article 116-3, Paragraph 1 of the Investment Trusts Act. The liability
insurance contract covers, to a certain extent, the damages and litigation expenses, etc.
that DHR will incur as a result of claims for damages arising from actions taken in10

connection with the duties as Executive Officer. The candidate for Executive Officer iscurrently included in the insured party of the relevant liability insurance contract as an
Executive Officer, and will continue to be included in the insured party of the relevant
liability insurance contract in the event that he assumes the office of Executive Officer
as a result of this proposal. In addition, when the term of the insurance contract expires,
DHR plans to re-conclude a contract with the same content.

11

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, 2023 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 15, 2021.
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 19 DHR investment units.

*

DHR has entered into a liability insurance contract with an insurance company as
12

stipulated in Article 116-3, Paragraph 1 of the Investment Trusts Act. The liability
insurance contract covers, to a certain extent, the damages and litigation expenses, etc.
that DHR will incur as a result of claims for damages arising from actions taken inconnection with the duties as Executive Officer. In the event that the candidate for
substitute executive officer will be included in the insured of the liability insurance
contract if he is appointed as Executive Officer in accordance with this proposal. In
addition, upon expiration of the term of the liability insurance contract, DHR plans to reconclude a contract with the same content.

13

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, 2021, DHR is submitting a proposal for again appointing
two Supervisory Directors as of December 1, 2021. In this proposal, the term of office of eachof the two Supervisory Directors will be two years commencing on December 1, 2021 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

Hiroshi Ishikawa(June 8, 1968)

Major Career Summary(company names, etc. are as of that time)
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)
Apr. 1991
Mar. 1994
Sep. 2006
Aug. 2010
Aug. 2012
Oct. 2012

2

Junko Kogayu(October 10, 1967) Jan. 2020
Mar. 2020
Apr. 2020
Dec. 2020
Jun. 2021

Joined Chuo Shinko Audit Corporation(Coopers & Lybrand )Registered as a certified public accountant(CPA)
Joined PwC Aarata
Technical Director, IFRS and International of
The Japanese Institute of Certified Public
Accountants (JICPA)
Senior Director, Self-regulation and
Implementation Support of JICPA
Professor, Tohoku University Accounting
School (current position)
Opened Junko Kogayu Certified Public
Accountant Firm (current position)
Registered as a certified public tax
accountant
Joined Ayako Takeuchi Certified Public Tax
Accountant Firm (current position)
Outside Director and Audit & Supervisory
Committee Member, NITCHO Corporation(current position)
Outside Director and Audit & Supervisory
Committee Member, Nissin Corporation(current position)
14

*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.

*

DHR has entered into a liability insurance contract with an insurance company as
stipulated in Article 116-3, Paragraph 1 of the Investment Trusts Act. The liability
insurance contract covers, to a certain extent, the damages and litigation expenses, etc.
that DHR will incur as a result of claims for damages arising from actions taken inconnection with the duties as Supervisory Directors. Of the above candidates forSupervisory Director, Hiroshi Ishikawa, Supervisory Director, is included in the insuredof the liability insurance contract, and both of the above candidates for Supervisory
Director will be included in the insured of the liability insurance contract if they areappointed as Supervisory Directors in accordance with this proposal. In addition, upon
the expiration of the term of said insurance contract, DHR plans to re-conclude a contract
with the same content.

15

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, 2023
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.

*

DHR has entered into a liability insurance contract with an insurance company as
stipulated in Article 116-3, Paragraph 1 of the Investment Trusts Act. The liability
insurance contract covers, to a certain extent, the damages and litigation expenses, etc.
that DHR will incur as a result of claims for damages arising from actions taken inconnection with the duties as Supervisory Directors. In the event that the candidate for
substitute supervisory director will be included in the insured of the liability insurance
contract if she is appointed as Supervisory Director in accordance with this proposal. In
addition, upon expiration of the term of the liability insurance contract, DHR plans to reconclude a contract with the same content.

16

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.
End17