[Translation]
Securities Code: 8984
(Date of issue) November 10, 2023
(Date of commencement of electronic provision measures) November 6, 2023
To our unitholders

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

Toshiharu Asada, Executive Director
Notice of Convocation of the 14th General Meeting of Unitholders
We hereby give notice of the 14th General Meeting of Unitholders (the “General Meeting ofUnitholders”) of Daiwa House REIT Investment Corporation (“DHR”), which will be held as
set out below.
If you are unable to attend the General Meeting of Unitholders, you may exercise yourvoting rights with a voting form. In that case, please consider the “Reference Documents
for the General Meeting of Unitholders” set out below, indicate your approval ordisapproval 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 27, 2023 (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
Meeting of Unitholders and do not exercise your voting rights with the voting form,
except in the cases stipulated in Article 15, Paragraph 1 (in parentheses) and Paragraph
3 of DHR’s Articles of Incorporation, you will 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 rights of unitholders present.
(Excerpt from current Articles of Incorporation)
Article 15
Deemed Approval
1.
If a unitholder is not present at a general meeting of unitholders and does not exercise
its voting rights, the unitholder will be deemed to have approved the proposals
submitted to the general meeting of unitholders (excluding, if multiple proposals are
submitted 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.
3.
The provisions of Articles 15.1 and 15.2 shall not apply to any of the following
proposals if (i) unitholders continuing to hold at least one-hundredth of the total numberof outstanding investment units for six months or more give notice to the Investment
1

4.

Corporation (or, if a convener is not an executive director or supervisory director, boththe Investment Corporation and the convener) stating that they object to such proposal
within two weeks of the earlier of the date on which the Investment Corporation
announces on its website that such proposal is to be submitted to the general meeting ofunitholders, or the date on which the convener makes such announcement by a similar
method, or (ii) the Investment Corporation indicates in a notice of convocation, or
announces on its website, that it objects to such proposal:(1) appointment or dismissal of an executive director or supervisory director;(2) execution or cancellation of the asset management agreement with the asset
manager;(3) dissolution;(4) consolidation of investment units; or(5) exemption of executive directors, supervisory directors, or accounting auditor
from liability.
The provisions of Articles 15.1 and 15.2 shall not apply to a proposal for amendment tothese Articles of Incorporation to change this article.

With the enforcement of the amended provisions set forth in the provision of the Article 1 of
the Supplementary Provisions of the “Act Partially Amending the Companies Act” (Act No.
70 of 2019) and the Item 3 of the Supplementary Provisions of the “Act on Arrangement of
Relevant Acts Incidental to Enforcement of the Act Partially Amending the Companies Act”
(Act No. 71 of 2019; “Maintenance Law”) on September 1, 2022, the Articles ofIncorporation of DHR shall be deemed to provide measures for the electronic provision of
information (i.e., the contents of the Reference Documents for the general meeting ofunitholders, etc.) as of September 1, 2022 in accordance with Article 10, Paragraph 9 of theMaintenance Law.
In the convening of the General Meeting of Unitholders, we will take measures toelectronically provide the information contained in the Reference Documents for the General
Meeting of Unitholders, etc. (matters subject to electronic provision measures). We kindly
request that you check this information by accessing the following website of DHR on which
the information is posted under “Notice of Convocation of the 14th General Meeting ofUnitholders.” In addition, Reference Documents for the General Meeting of Unitholders, etc.
are sent to all unitholders in writing, regardless of whether or not you have requested thedelivery of the documents.
DHR Website
https://www.daiwahouse-reit.co.jp/en/ir/meeting.html
As the information is also posted on the website of the Tokyo Stock Exchange (TSE) shown
below, in addition to the above website, please access the TSE website (Listed Company
Search), enter and search for the name of the stock (name of investment corporation) or
securities code, and select “Basic Information,” then “Documents for public inspection/PR
information” and then “Notice of General Shareholders Meeting/Notice of General
Unitholders Meeting” to examine this information.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show（Japanese）
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show（English）
In addition to the websites listed above, the Electronic Disclosure Policy is also posted on the2

PRONEXUS Inc. website.
You may also access the PRONEXUS Inc. website using the following link to check theinformation.
https://d.sokai.jp/8984/teiji/（Japanese）

Meeting Details
1. Time and Date: November 28, 2023 (Tuesday) 10:00 A.M. (Reception: 9:30 A.M.)
2. 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
Meeting of Unitholders as a proxy. If a proxy will attend in your place, please submit adocument evidencing the authority of the proxy together with the voting form to thereception desk at the meeting venue.
(iii) If you use the Voting Rights Exercise Form to exercise your voting rights and do notindicate your approval or disapproval of each proposal, you will be deemed to haveindicated your approval.
(iv) The method to make known any amendments to the matters in the electronic provision
measures.
If matters subject to electronic provision measures need to be amended, such notice andmatters before and after the amendments will be posted on the DHR website and TSE
website mentioned above.
(v) 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.
(vi) There will be no souvenirs for unitholders attending the General Meeting of Unitholders.
Your understanding is highly appreciated.

3

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)

To add defined terms due to change in (2) below (Current Article 2).

(2)With the enforcement of the amended provisions set forth in the provision of the
Article 1 of the Supplementary Provisions of the “Act Partially Amending theCompanies Act” (Act No. 70 of 2019) and Item 3 of the Supplementary Provisions of
the Maintenance Law (including related amendment provisions of the Investment
Trusts Act) on September 1, 2022, the Articles of Incorporation of DHR shall bedeemed to provide measures for the electronic provision of information (i.e., thecontents of the Reference Documents for the general meeting of unitholders, etc.) as of
September 1, 2022 in accordance with Article 10, Paragraph 9 of the Maintenance Law.
In order to clarify this point, amendments to this effect will be made in DHR’s Articles
of Incorporation. In addition, a provision will be added to limit the scope of matters to
be included in the document to be delivered to unitholders who have made a request fordelivery of the document. (Proposed amendment to Article 9, Paragraph 5 and 6).

2.

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

Proposed Amendments

Article 2 Purpose

Article 2 Purpose

The purpose of the Investment Corporation is to manage theassets of the investment corporation by investing them
mainly in real property and other assets (those specified
assets (meaning assets provided for in Article 2(1) of the
Act on Investment Trusts and Investment Corporations (ActNo. 198 of 1951, as amended; the “Investment Trusts Act”;
the same applies hereinafter)) provided for in Article 105(i)of the Ordinance for Enforcement of the Act on Investment
Trusts and Investment Corporations (Ordinance of thePrime Minister's Office No. 129 of 2000, as amended)) in
accordance with the Investment Trusts Act.

The purpose of the Investment Corporation is to manage theassets of the investment corporation by investing them
mainly in real property and other assets (those specified
assets (meaning assets provided for in Article 2(1) of the Act
on Investment Trusts and Investment Corporations (Act No.
198 of 1951, as amended; the “Investment Trusts Act”; thesame applies hereinafter)) provided for in Article 105(i) of
the Ordinance for Enforcement of the Act on Investment
Trusts and Investment Corporations (Ordinance of the Prime
Minister's Office No. 129 of 2000, as amended))(“Investment Trusts Enforcement Regulation”; the same
applies hereinafter) in accordance with the Investment
Trusts Act.

Article 9 Convocation
Unitholders
1.-4.
(Omitted)

Article 9 Convocation of General
Unitholders
1.-4.
(Same as Current Provisions)ofGeneralMeetingsofMeetings

of(Newly Established)

5.
The Investment Corporation shall provide
information pertaining to reference documents, etc. of ageneral meeting of unitholders in electronic format upon the
convocation of a general meeting of unitholders.

(Newly Established)

6.
The Investment Corporation may decide not toinclude all or part of the items stipulated by Investment
Trusts Enforcement Regulation among those provided inelectronic format in the documents delivered to unitholders
who requested the delivery of documents in paper-basedformat by the record date of voting rights.

4

Proposal No. 2 Appointment of one Executive Director
Since the term of office of the Executive Director Toshiharu Asada will end on
November 30, 2023, DHR is submitting a proposal for newly appointing one Executive
Director as of December 1, 2023. In this proposal, the term of office of the Executive
Director will be two years commencing on December 1, 2023 pursuant to the main text ofArticle 19, Paragraph 2 of 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, 2023.
The candidate for Executive Director is as follows.
Name(Date of Birth)

Tsuyoshi Saito(December 4, 1959)

Major Career Summary(company names, etc. are as of that time)
Apr. 1982
Joined The Hokkaido Takushoku Bank, Ltd.
July 2009
Executive Officer and General Manager, Risk
Management Department, The Chuo Mitsui Trust
Bank Co., Ltd.
Apr. 2012Managing Executive Officer, Sumitomo Mitsui
Trust Holdings, Inc.
Director and Managing Executive Officer,
Sumitomo Mitsui Trust Bank, Limited
Apr. 2013
Managing Executive Officer, Sumitomo Mitsui
Trust Bank, Limited
Apr. 2016
Senior Managing Executive Officer, Sumitomo
Mitsui Trust Bank, Limited
Apr. 2017
Deputy President and Executive Officer, Sumitomo
Mitsui Trust Holdings, Inc.
Director and Deputy President, Sumitomo Mitsui
Trust Bank, Limited
Apr. 2021
Director and Chairman, Sumitomo Mitsui TrustClub Co., Ltd.
Corporate Advisor (part-time), Sumitomo Mitsui
Trust General Service Co., Ltd. (current position)
Advisor, Sumitomo Mitsui Trust Holdings, Inc.
June 2021
Statutory Auditor (part-time), Relia, Inc.
Aug. 2021
Director and Chairman (part-time), UBS SuMi
TRUST Wealth Management Co., Ltd. (current
position)
Apr. 2023
Chairman, Sumitomo Mitsui Trust Club Co., Ltd.
(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 inconnection with the duties as Executive Officer. The candidate for Executive Officer
will be included in the insured party of the relevant liability insurance contract in the5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 acontract with the same content.

6

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 ashortfall in 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, 2025
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 was
submitted with the unanimous consent of the Supervisory Directors at the meeting of theBoard of Directors of DHR held on October 18, 2023.
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, Daiwa House Industry Co.,Ltd.
Apr. 2002
Manager, Administration and Support Group,
Accounting
Department,
Administrative
Headquarters, Daiwa House Industry Co., Ltd.
Oct. 2003
Manager, Finance and Fund Group, Finance
Department, Administrative Headquarters, Daiwa
House Industry Co., Ltd.
Apr. 2005
Deputy Department Manager, Finance and FundGroup,
Finance
Division,
Administrative
Headquarters, Daiwa House Industry Co., Ltd.
Apr. 2006
Department Manager, Finance Department,
Administrative Headquarters, Daiwa House
Industry Co., Ltd.
June 2006
Corporate Auditor (part-time), Daiwa Service Co.,Ltd.
Dec. 2006
Outside Director, Daiwa House Insurance Co., Ltd.
Apr. 2007
GeneralManager,
Finance
Department,
Management Administration Headquarters, Daiwa
House Industry Co., Ltd.
Apr. 2008(Concurrent) General Manager, IR Department,
Management Administration Headquarters, Daiwa
House Industry Co., Ltd.
Apr. 2014
President and CEO, 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 23 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
7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
re-conclude a contract with the same content.

8Proposal No. 4 Appointment of two Supervisory Directors
Since the terms of office of both Supervisory Directors, Hiroshi Ishikawa and Junko
Kogayu, will end on November 30, 2023, DHR is submitting a proposal for appointment of
two Supervisory Directors as of December 1, 2023. In this proposal, the term of office ofeach of the two Supervisory Directors will be two years commencing on December 1, 2023
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
Number

1

2

Name(Date of Birth)

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)
Hiroshi Ishikawa June 2013 Outside Director, Japan Medical Dynamic
Marketing, INC. (current position)(June 8, 1968)
Dec. 2013 Supervisory Director,
Daiwa
House
Residential
Investment
Corporation(currently, Daiwa House REIT Investment
Corporation) (current position)
Apr. 1991 Joined Chuo Shinko Audit Corporation(Coopers & Lybrand)
Mar. 1994 Registered as a certified public accountant(CPA)
Sep. 2006 Joined PwC Aarata
Aug. 2010 Technical Director, IFRS and Internationalof The Japanese Institute of Certified Public
Accountants (JICPA)
Aug. 2012 Senior Director, Self-regulation and
Implementation Support of JICPA
Oct. 2012 Professor, Tohoku University Accounting
School (current position)
Junko Kogayu
Jan. 2020
Opened Junko Kogayu Certified Public(October 10, 1967)
Accountant Firm (current position)
Mar. 2020 Registered as a certified public tax
accountant
Apr. 2020 Joined Ayako Takeuchi Certified Public Tax
Accountant Firm (current position)
Dec. 2020 Outside Director and Audit & Supervisory
Committee Member, NITCHO Corporation(current position)
June 2021 Outside Director and Audit & Supervisory
Committee Member, Nissin Corporation(current position)
Dec. 2021 Supervisory Director, Daiwa House REIT
Investment Corporation (current position)
9Mar. 2022
June 2022

Sep. 2023

Outside Director and Audit & Supervisory
Committee Member, CERES INC.
Outside Audit & Supervisory Board
Member,PrivateFinance
Initiative
Promotion Corporation of Japan (current
position)
Outside Audit & Supervisory Board
Member, The Shoko Chukin Bank，Ltd.
(current position)
Auditor, Culture Vision Japan Foundation
Inc. (current position)*

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

*

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

*

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. Both of the above candidates forSupervisory Director are included in the insured of the liability insurance contract andwill be included in the insured of the liability insurance contract if they are appointed as
Supervisory Directors in accordance with this proposal. In addition, upon the expirationof the term of said insurance contract, DHR plans to re-conclude a contract with thesame content.

10

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, 2025
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)
Apr. 2004
Oct. 2005
Fusae Kakishima(November 23, 1974)

Feb. 2007
Apr. 2022

Major Career Summary(company names, etc. are as of that time)
Legal apprentice
Joined Kuroda Law Offices(Tokyo Bar Association)
Joined Ohhara Law Office (current position)
Director, National Center for Child Health andDevelopment (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
re-conclude a contract with the same content.

11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. In addition, with respect to the proposals stipulated in Article
15, Paragraph 3 of the Articles of Incorporation, if a minority unitholder who meets certain
eligibility requirements notifies DHR that such unitholder is against such proposals inaccordance with the prescribed procedures, the “deemed approval” provision will not apply tosuch proposals.
None of Proposal No. 1 through Proposal No. 5 above constitutes such a conflicting proposal.
With respect to each of Proposals No. 2 through No. 5, to which Article 15, Paragraph 3 of
the Articles of Incorporation applies, as of October 18, 2023, no notice has been given by theminority unitholders that they are opposed to such Proposals. Hereafter, if a minority
unitholder notifies the Board of Directors that such unitholder is against each of Proposals 2
through 5 within two weeks of November 28, 2023, the “deemed approval” provision will not
apply to such Proposals.
End12