[Translation]
Securities Code: 8984
November 7, 2017
To our unitholders

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

Jiro Kawanishi, Executive Director
Notice of Convocation of the 11th General Meeting of Unitholders
We hereby give notice of and invite you to attend the 11th General Meeting of Unitholders(the “General Meeting of Unitholders”) of Daiwa House REIT Investment Corporation(“DHR”), which will be held as set out below.
If you are unable to attend, you may exercise your voting rights with a voting form. In
that case, please consider the “Reference Documents for the General Meeting ofUnitholders” set out below, indicate your approval or disapproval on the enclosed voting
form, and then return the form so that it arrives to us by no later than 6:00 P.M. on
November 21, 2017 (Tuesday).
In accordance with Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951, as amended) (the “Investment Trusts Act”), DHR has set
forth the provisions for “deemed approval” in Article 15 of DHR’s current Articles ofIncorporation. Therefore, please note that if you are unable to attend the General
Meeting of Unitholders and do not exercise your voting rights with the voting form, youwill be deemed to have approved each of the proposals being discussed at the Meeting,and the number of voting rights you hold will be counted in the number of voting rightsof unitholders present.
(Excerpt from current Articles of Incorporation)
Article 15
Deemed Approval
1.
If a unitholder is not present at a general meeting of unitholders and does not exercise
its voting rights, the unitholder will be deemed to have approved the proposals
submitted to the general meeting of unitholders (excluding, if multiple proposals aresubmitted and such 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 numberof voting rights represented by the unitholders present.
Meeting Details

1.
2.

Time and Date:
Location:

November 22, 2017 (Wednesday) 10:00 A.M.
2F Conference Room, Daiwa House Industry Co., Ltd.,Tokyo Head Office, 3-13-1 Iidabashi, Chiyoda-ku, Tokyo1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
Meeting of 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 thereception 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 at
http://www.daiwahouse-reit.co.jp/.
(iv) After the closing of the General Meeting of Unitholders, a management performancebriefing will be held on the same day by DHR’s asset management company, Daiwa
House Asset Management Co., Ltd. (the “Asset Manager”) at the same venue. DHR
kindly asks that you also attend the briefing.

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

Reasons for the Amendments
To amend the provision of the definition of the amount of profit from the total amountto be distributed to unitholders to be in line with the Investment Trusts Act (relating toArticle 37 Item (1) of the proposed amendment).

2.

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

Current Articles of Incorporation
Article 37 Policy for Cash Distributions
The Investment Corporation shall, inprinciple, make distributions in accordancewith the following policies.
(1)
Distribution of profits(a) From the total amount to be
distributed to unitholders, theamountofprofit(the“Distributable Amount”) shallbe the profit calculated inaccordance with the generally
accepted corporate accounting
standards in Japan (the amountcalculated by deducting thetotal amount of unitholders’capital and capital surplus(unitholders’ capital, etc.) andvaluation
andtranslation
adjustments, etc. from theamount of net assets (calculatedby deducting the total amountof liabilities from the total
amount of assets) on theInvestment
Corporation’sbalance sheet as of the Fiscal
Period Closing Date).
(b)(Omitted)
Items (2) through (5)Enacted:(Omitted)

June 1, 2005

Proposed Amendments
Article 37 Policy for Cash Distributions
The Investment Corporation shall, inprinciple, make distributions in accordancewith the following policies.
(1)
Distribution of profits(a) From the total amount to be
distributed to unitholders, theamountofprofit(the“Distributable Amount”) shallbe the profit calculated inaccordance with the generally
accepted corporate accounting
standards in Japan (profit
definedinArticle
136,
paragraph 1 of the Investment
Trusts Act).

(b)(SameasProvisions)
Items (2) through (5) (Same asProvisions)
Enacted:3

June 1, 2005

Current
Current

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

Amended: November 25, 2005
Amended: January 26, 2006
Amended: February 23, 2007
Amended: February 26, 2009
Amended: February 25, 2010
Amended: March 23, 2010
Amended: September 30, 2010
Amended: December 1, 2011
Amended: November 26, 2013
Amended: March 1, 2015
Amended: November 25, 2015
Amended: June 17, 2016 (Effective Date:September 1, 2016)
Amended: November 22, 20174

Proposal No. 2 Appointment of one Executive Director
Since the term of office of the Executive Director Jiro Kawanishi will end on November
30, 2017, DHR is submitting a proposal for again appointing one Executive Director as ofDecember 1, 2017. In this proposal, the term of office of the Executive Director will be twoyears commencing on December 1, 2017 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 withthe unanimous consent of the Supervisory Directors at the meeting of the Board of Directorsof DHR held on October 18, 2017.
The candidate for Executive Director is as follows.
Name(Date of Birth)
Jiro Kawanishi(May 20, 1951)

Major Career Summary(company names, etc. are as of that time)
Apr. 1974
Jun. 2001

Mar. 2003
May. 2008
Jun. 2009
Mar. 2014
Dec. 2015

Joined The Mitsui Trust Bank, Limited
Executive Officer and General Manager of theNihonbashi Business Dept. IV, The Chuo Mitsui
Trust and Banking Company, Limited
Managing Director of Chuo Mitsui Card Co., LtdPresident and CEO of Chuo Mitsui Card Co, Ltd.
Corporate Auditor of GS Yuasa Corporation
Corporate Auditor (part-time) of Fujita Kanko Inc.
(current position)
Executive Director of Daiwa House Residential
Investment Corporation (currently, Daiwa HouseREIT 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.

5

Proposal No. 3 Appointment of one Substitute Executive Director
DHR is submitting a proposal for appointment of one Substitute Executive Director toprepare for the case of a vacancy in the position of Executive Director or the case of ashortfall in the number of Executive Directors as prescribed in laws or regulations. In thisproposal, 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, 2019
pursuant to the main text of Article 19, Paragraph 3 of the current Articles of Incorporation.
This proposal regarding the appointment of a Substitute Executive Director wassubmitted with the unanimous consent of the Supervisory Directors at the meeting of theBoard of Directors of DHR held on October 18, 2017.
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
Manager, Administration and Accounting Section,
Kumamoto Branch of Daiwa House Industry Co.,Ltd.
Apr. 2002
Manager, Administration and Support Group,
Accounting
Department,
Administrative
Headquarters of Daiwa House Industry Co., Ltd.
Oct. 2003
Manager, Finance and Fund Group, Finance
Department, Administrative Headquarters of Daiwa
House Industry Co., Ltd.
Apr. 2005
Deputy Department Manager, Finance and FundGroup,
Finance
Division,Administrative
Headquarters of Daiwa House Industry Co., Ltd.
Apr. 2006
GeneralManager,
Finance
Department,
Administrative Headquarters of Daiwa House
Industry Co., Ltd.
Jun. 2006
Corporate Auditor (part-time) of Daiwa Service
Co., Ltd.
Dec. 2006
Outside Director of Daiwa House Insurance Co.,Ltd.
Apr. 2007
GeneralManager,Finance
Department,
Management Administration Headquarters ofDaiwa House Industry Co., Ltd.
Apr. 2008(Concurrent) General Manager, IR Department,
Management Administration Headquarters ofDaiwa House Industry Co., Ltd.
Apr. 2014
President and CEO of 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 10 DHR investment units.

6

Proposal No. 4 Appointment of two Supervisory Directors
Since the terms of office of both Supervisory Directors, Tetsuya Iwasaki and HiroshiIshikawa, will end on November 30, 2017, DHR is submitting a proposal for again appointing
two Supervisory Directors as of December 1, 2017. In this proposal, the term of office ofeach of the two Supervisory Directors will be two years commencing on December 1, 2017
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 atleast one more than the number of Executive Directors.
The candidates for Supervisory Directors are as follows.
Candidate
NameNumber(Date of Birth)1
Tetsuya Iwasaki(February 20,1966)

2

HiroshiIshikawa(June 8, 1968)

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

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

*

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

7Proposal No. 5 Appointment of one Substitute Supervisory Director
DHR is submitting a proposal for appointment of one Substitute Supervisory Director toprepare 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, 2019
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
Oct. 2005
Feb. 2007

Legal apprentice
Joined Kuroda Law Offices(Tokyo Bar Association)
Joined Ohhara Law Office (current position)*

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

*

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

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