February 8, 2019
For Immediate Release
Investment Corporation:
Daiwa House REIT Investment Corporation
2-4-8, Nagatacho, Chiyoda-ku, Tokyo
Jiro Kawanishi, Executive Director(TSE Code: 8984)
Asset Manager:
Daiwa House Asset Management Co., Ltd.
Koichi Tsuchida, President and CEO
Inquiries:
Haruto Tsukamoto, Director and CFO
TEL. +81-3-3595-1265

Notice Concerning Issuance of New Investment Units andSecondary Offering of Investment Units
Daiwa House REIT Investment Corporation (“DHR”) hereby announces that a resolution was passed at a boardof directors meeting held on February 8, 2019 to issue new investment units and conduct a secondary offering ofinvestment units. The details are as follows.
1.

Issuance of new investment units through offering(1)

Number of investment

138,000 units

units to be offered(2)

Issue price

Undetermined(offer price)

The issue price (offer price) shall be determined at a meeting of the boardof directors of DHR, if the Pricing Date (as defined in (4) below) is a date
between Wednesday, February 20, 2019 and Monday, February 25, 2019,by using the price calculated by multiplying the closing price in regular
trading of the investment units of DHR (the “DHR investment units”) on
the Tokyo Stock Exchange, Inc. on the Pricing Date (or when there is no
closing price on that day, the closing price on the most recent day
preceding that day) after deducting 5,300 yen as forecast distribution perunit of the fiscal year ending February 28, 2019 by a factor between 0.90
and 1.00 (and rounding down to the nearest yen) as the provisional price,
and if the Pricing Date is Tuesday, February 26, 2019, the issue price shallbe calculated by multiplying the closing price in regular trading of the
DHR investment units on the Tokyo Stock Exchange, Inc. on the Pricing
Date(or when there is no closing price on that day, the price calculated bydeducting the amount of the above forecast distribution per unit from theclosing price on the most recent day preceding that day) by a factor
between 0.90 and 1.00 (and rounding down to the nearest yen) as theprovisional price, in accordance with the method stated in Article 25 of theRegulations Concerning Underwriting, etc. of Securities provided by theJapan Securities Dealers Association, and then taking demand conditions
and other factors into account.

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
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(3)

Total Issue price

Undetermined(offer price)(4)

Amount to be paid in

Undetermined(issue value)

The amount to be paid in (issue value) shall be determined at a meeting of
the board of directors of DHR to be held on any day between Wednesday,
February 20, 2019 and Tuesday, February 26, 2019 (the “Pricing Date”),in accordance with the method provided in Article 25 of the Rules
Concerning Underwriting, Etc. of Securities set forth by the Japan
Securities Dealers Association.

(5)

Total amount to be

Undetermined

paid in (issue value)(6)

Method of offering

The units are being offered concurrently in Japan and overseas
1)Japanese public offering
The offering in Japan (the “Japanese Public Offering”) shall comprisea public offering in which all investment units subject to the Japanese
Public Offering shall be purchased and underwritten by Japanese
underwriters of which certain Japanese underwriters are the joint leadmanagers (collectively referred to as the “Joint Lead Managers”, andtogether with Japanese underwriter other than the Joint Lead
Managers, the “Japanese Underwriters”).

2)

International offering
The international offering (the “International Offering”) shall be
an offering in markets outside of Japan, mainly in the UnitedStates, Europe and Asia. However, within the United States, theinvestment units will be offered only to qualified institutionalbuyers in reliance on Rule 144A under the U.S. Securities Act of
1933, as amended. The total amount of all investment units
subject to the International Offering shall be purchased andunderwritten severally and not jointly by international managers(the “International Managers”, and collectively with the Japanese
Underwriters, the “Underwriters”).

Furthermore, concerning the number of investment units pertaining to
the respective offerings under 1) and 2) above, the offering is expected
to be comprised of 86,900 units in the Japanese Public Offering and
51,100 units in the International Offering. The final allocations will be
determined on the Pricing Date, taking into account demandconditions, among other factors, to the extent that the total number ofunits to be offered will not exceed the upper limit of 138,000 units. The
Japanese Public Offering, the International Offering and the secondaryoffering through over-allotment stated in 2. below are led by the joint
global coordinators (collectively referred to as the “Joint Global
Coordinators”).

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
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(7)

Details of

The Underwriters shall pay the amount equivalent to the total amount to beunderwriting

paid in (issue value) for the Japanese Public Offering and the International

agreement

Offering to DHR on the payment date stated in (10) below. The difference
between such amount and the total issue price (offer price) for the Japanese
Public Offering and the International Offering shall be retained by the
Underwriters. DHR shall pay no underwriting commission to theUnderwriters.

(8)

Subscription unit

1 unit or more in multiples of 1 unit

(9)

Subscription period

The subscription period shall be between the business day following the(Japanese Public

Pricing Date and the date that is two business days after the Pricing Date.

Offering)(10)

Payment date

The payment date shall be any day between Friday, March 1, 2019 andTuesday, March 5, 2019. However, the payment date shall be Friday,
March 1, 2019 if the Pricing Date is Wednesday, February 20, 2019,
Thursday, February 21, 2019 or Friday, February 22, 2019, and thepayment date shall be Monday, March 4, 2019 if the Pricing Date is
Monday, February 25, 2019, and the payment date shall be Tuesday,
March 5, 2019 if the Pricing Date is Tuesday, February 26, 2019.

(11)

Delivery date

(12)

The issue price (offer price), the amount to be paid in (issue value) and any other matters necessary

The business day following the payment date stated in (10) above

for this issuance of new investment units shall be determined at a future meeting of the board of
directors of DHR.
(13)

The above items concerning the Japanese Public Offering shall be subject to the condition that theregistration under the Financial Instruments and Exchange Act takes effect.

(14)

The Japanese Underwriters plan to sell 2,000 units of the investment units of the Japanese Public
Offering to Daiwa House Industry Co., Ltd. (the “Designated Party”) as the purchaser designated by
DHR. The Designated Party is a unitholder of DHR, as well as a shareholder of DHR’s AssetManager.

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
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2.

Secondary offering (secondary offering through over-allotment)(1)

Seller and number of

A Japanese Underwriter 10,000 units

investment units to be

The above number indicates the maximum number of investment units

soldto be sold. The number may decrease, or the secondary offering
through over-allotment itself may not take place at all, depending on
demand conditions for the Japanese Public Offering, among otherfactors. The number of investment units to be sold shall be determinedat a meeting of the board of directors of DHR to be held on the Pricing
Date, taking into account demand conditions for the Japanese Public
Offering, among other factors.

(2)

Selling price

Undetermined
The selling price shall be determined on the Pricing Date. The selling
price shall be the same as the issue price (offer price) for the Japanese
Public Offering.

(3)

Total selling price

Undetermined(4)

Offering method

Upon the Japanese Public Offering, a Japanese Underwriter, thebookrunner of the Japanese Public Offering, shall conduct a secondaryoffering of up to 10,000 units of DHR investment units which will beborrowed from the Designated Party taking into account demandconditions for the Japanese Public Offering, among other factors.

(5)

Subscription unit

1 unit or more in multiples of 1 unit

(6)

Subscription period

The same as the subscription period as for the Japanese Public
Offering(7)

Delivery date

The business day following the payment date for the Japanese(8)

The selling price and any other matters necessary for this secondary offering of investment units

Public Offering
shall be determined at future meetings of the board of directors of DHR.
(9)

The above items shall be subject to the conditions that the registration under the Financial
Instruments and Exchange Act takes effect.

3.

Issuance of new investment units through third-party allotment(1)

Number of investment

10,000 units

units to be offered(2)

Amount to be paid in

Undetermined(issue value)

The amount to be paid in (issue value) shall be determined at a
meeting of the board of directors of DHR to be held on the Pricing
Date. The amount to be paid in (issue value) shall be the same as theamount to be paid in (issue value) for the Japanese Public Offering.

(3)

Total amount to be

Undetermined

paid in (issue value)

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
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(4)

Allottee and number

A Japanese Underwriter 10,000 units

of investment units tobe allotted(5)

Subscription unit

1 unit or more in multiples of 1 unit

(6)

Subscription period

Monday, March 25, 2019(subscription date)(7)

Payment date

Tuesday, March 26, 2019(8)

The DHR investment units not subscribed by the subscription period (subscription date) stated in(6) above shall not be issued.

(9)

The amount to be paid in (issue value) and any other matters necessary for this issuance of new
investment units shall be determined at future meetings of the board of directors of DHR.

(10) The above items shall be subject to the condition that the registration under the Fin ancial
Instruments and Exchange Act takes effect.
<Reference>
1.

Secondary offering through over-allotment, etc.

In connection with the Japanese Public Offering, a Japanese Underwriter, the bookrunner of the Japanese Public
Offering, may conduct a secondary offering (secondary offering through over-allotment) of up to 10,000 units of
DHR investment units which will be borrowed from the Designated Party, taking into account demandconditions, among other factors. The number of investment units to be sold in the secondary offering throughover-allotment is planned to be 10,000 units, however the number of investment units to be sold indicates the
maximum number of investment units to be sold. The number may decrease, or the secondary offering throughover-allotment itself may not take place at all, depending on demand conditions, among other factors.
In connection with the secondary offering through over-allotment, DHR adopted a resolution at a meeting of theboard of directors of DHR held on Friday, February 8, 2019 to conduct an issuance of new investment units
through third-party allotment of 10,000 units of DHR investment units with a Japanese Underwriter as theallottee (the “Third-Party Allotment”), setting Tuesday, March 26, 2019 as the payment date, for the purpose of
having the Japanese Underwriter acquire the DHR investment units necessary to return the DHR investment
units which will be borrowed from the Designated Party. (the “Borrowed Investment Units”).
In addition, during the period from the day following the date on which the subscription period for the Japanese
Public Offering and secondary offering through over-allotment ends to Monday, March 18, 2019 (the “Syndicate
Covering Transaction Period”), the Japanese Underwriter may purchase DHR investment units on the Tokyo
Stock Exchange, Inc. up to the number of investment units of the secondary offering through over-allotment (the“Syndicate Covering Transactions”) for the purpose of returning the Borrowed Investment Units. All DHR
investment units that the Japanese Underwriter acquires through the Syndicate Covering Transactions will be
used to return the Borrowed Investment Units. During the Syndicate Covering Transaction Period, the Japanese
Underwriter may, at its discretion, not conduct the Syndicate Covering Transactions at all, or terminate theSyndicate Covering Transactions before the number of investment units reaches the number of investment unitsof the secondary offering through over-allotment.
Moreover, the Japanese Underwriter may conduct stabilizing transactions in conjunction with the Japanese
Public Offering and secondary offering through over-allotment. The DHR investment units acquired through thestabilizing transactions may, in whole or in part, be used to return the Borrowed Investment Units. The Japanese
Underwriter plans to acquire DHR investment units by accepting the allotment of the Third-Party Allotment forDisclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
-5-the number of investment units corresponding to the number of investment units acquired through stabilizing
transactions and the Syndicate Covering Transactions that are to be used to return the Borrowed Investment
Units is deducted from the number of investments units of the secondary offering through over-allotment. For
this reason, the number of investment units to be issued through the Third-Party Allotment may not be
subscribed in whole or in part and, as a result, the final number of investment units to be issued through theThird-Party Allotment may decrease by the same extent, or the issuance itself may not take place at all, due toforfeiture.
The transactions above shall be conducted by the Japanese Underwriter in consultation with the other Joint Lead
Managers.
Changes in total number of investment units issued after the issuance of new investment units

2.

Total number of investment units outstanding as of today
Increase in number of investment units associated with theissuance of new investment units through public offering
Total number of investment units outstanding after theissuance of new investment units through public offering
Increase in number of investment units associated with theThird-Party Allotment
Total number of investment units outstanding after theThird-Party Allotment(Note)

3.

1,927,000 units
138,000 units
2,065,000 units
10,000 units(Note)

2,075,000 units(Note)The number of investment units in the event that the Japanese Underwriter subscribes to all investment units to be issued throughthe Third-Party Allotment, and the issuance takes place.

Purpose and reason for the issuance
DHR believes that acquiring the specified assets (as defined in Article 2, Paragraph 1 of the Act on
Investment Trusts and Investment Corporations; the same shall apply hereafter) (Note) would further
enhance the stability of cash flow through expansion of its asset size and increase diversification of theportfolio, as well as secure stable revenues in the long term. DHR decided to issue new investment units
considering market trends, financial stability, level of distributions per unit and other factors.
(Note) For details of the specified assets, please refer to the press release “Notice Concerning Acquisition and Leasing of Trust
Beneficiary Interests in Domestic Real Estate” dated today.

4.

Amount of funds to be procured, use of the funds and scheduled outlay period(1) Amount of funds to be procured (approximate net proceeds)
35,445,556,000 yen (maximum)(Note) The sum total amount of 20,812,289,300 yen in proceeds from the Japanese Public Offering, 12,238,296,700 yen in proceedsfrom the International Offering and 2,394,970,000 yen in maximum proceeds from the issuance of new investment units
through the Third-Party Allotment. The above amount is the estimated amount calculated based on the closing price in regular
trading of DHR investment units on The Tokyo Stock Exchange, Inc. as of Friday, February 1, 2019.

(2) Specific use of the funds to be procured and scheduled outlay period
Net proceeds to be procured through the Japanese Public Offering, the International Offering, and theThird-Party Allotment will be used to fund part of the acquisition of specified assets listed in the press
release “Notice Concerning Acquisition and Leasing of Trust Beneficiary Interests in Domestic Real Estate”
Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
-6-

dated today. If there are any funds remaining, the funds will be used to reserve as cash decreased to fundpart of acquisition of specified assets or fund part of repayment of loans in the future.
(Note) The proceeds will be deposited with financial institutions until the funds are to be expensed.

5.

Designation of distributee
The Japanese Underwriters plan to sell 2,000 units of the DHR investment units of the Japanese Public
Offering to Daiwa House Industry Co., Ltd. as the purchaser designated by DHR. Daiwa House Industry
Co., Ltd. is a unitholder of DHR, as well as a shareholder of DHR’s Asset Manager.

6.

Future prospects
Please refer to the press release “Notice Concerning Revision to Forecast of Results for the Fiscal PeriodEnding August 31, 2019 and Announcement of Forecast of Results for the Fiscal Period Ending February
29, 2020” dated today.

7.

Restrictions on sale, additional issuance, etc.
(1) In connection with the Japanese Public Offering and the International Offering, DHR plans to request
the Designated Party to agree with the Joint Global Coordinators and the Joint Lead Managers that itshall not transfer DHR investment units or enter into certain other transactions (except for lending of
DHR investment units in connection with the secondary offering through over-allotment and certain
other transactions) during the period beginning on the Pricing Date and ending on the date that is 180
days after the delivery date of the Japanese Public Offering without the prior written consent of the
Joint Global Coordinators and the Joint Lead Managers.
The Joint Global Coordinators and the Joint Lead Managers are expected to have the authority tocancel such agreement, in whole or in part, at their discretion even during the above period.
(2) In connection with the Japanese Public Offering and the International Offering, DHR has agreed with
the Joint Global Coordinators that it shall not conduct an issuance of DHR investment units or certain
other transactions (except for the issuance of new investment units in connection with the Japanese
Public Offering, the International Offering, the Third-Party Allotment, a split of investment units andcertain other transactions) during the period beginning on the Pricing Date and ending on the date thatis 90 days after the delivery date of the Japanese Public Offering without the prior written consent of
the Joint Global Coordinators.
The Joint Global Coordinators have the authority to cancel such agreement, in whole or in part, attheir discretion even during the above period.

* Distribution of this material: This material is distributed to “Kabuto Club” (a media correspondents’ club at theTokyo Stock Exchange), the press club at the Ministry of Land, Infrastructure, Transport and Tourism and thepress club for construction trade newspapers at the Ministry of Land, Infrastructure, Transport and Tourism.
* DHR’s website: https://www.daiwahouse-reit.co.jp/en/

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering ofinvestment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any
offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States.
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