August 18, 2022

For Immediate Release

Investment Corporation:

Daiwa House REIT Investment Corporation

2-4-8, Nagatacho, Chiyoda-ku, Tokyo

Toshiharu Asada, Executive Director

(TSE Code: 8984)

Asset Manager:

Daiwa House Asset Management Co., Ltd.

Koichi Tsuchida, President and CEO

Inquiries:

Koyu Asahina, General Manager,

Fund Management Department, Daiwa House REIT Division

TEL: +81-3-3595-1265

Notice Concerning Issuance of New Investment Units and

Secondary Offering of Investment Units

Daiwa House REIT Investment Corporation ("DHR") hereby announces that a resolution was passed at a board of directors meeting held on August 18, 2022 to issue new investment units and conduct a secondary offering of investment units. The details are as follows.

1. Issuance of new investment units through offering ("Offering")

  1. Number of investment units to be offered
  2. Issue price (offer price)

42,000 units

Undetermined

The issue price (offer price) shall be determined at a meeting of the board of directors of DHR, by using the price calculated by, if the Pricing Date (as defined in (4) below) falls under any day between Wednesday, August 24, 2022 and Monday, August 29, 2022, 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 4,747 yen as forecast distribution per unit (excluding forecast distribution in excess of earnings) and 853 yen as forecast distribution in excess of earnings per unit of the fiscal period ending August 31, 2022 by a factor between 0.90 and 1.00 (and rounding down to the nearest yen) as the provisional price, or, if the Pricing Date falls under Tuesday, August 30, 2022, multiplying the closing price in regular trading of the DHR investment units on the Tokyo Stock Exchange, Inc. on the Pricing Date (or if there is no closing price on that day, the closing price on the most recent day preceding that day from which the forecast distribution per unit and forecast distribution in excess of earnings per unit are deducted) by a factor between 0.90 to 1.00 (and rounding down to the nearest yen) as the provisional price, in accordance with the method stated in Article 25 of

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment within or outside of Japan. This announcement does not constitute any offer of securities in the United States. The securities referred to have not been and will not be registered under the United 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 offered in the United States.

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the Regulations Concerning Underwriting, Etc. of Securities provided by the

Japan Securities Dealers Association, and then taking demand conditions

and other factors into account.

(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,

August 24, 2022 and Tuesday, August 30, 2022 (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

All investment units subject to the Offering shall be purchased and

underwritten by underwriters of which certain underwriters are the joint lead

managers (collectively referred to as the "Joint Lead Managers", and

together with underwriters other than the Joint Lead Managers, the

"Underwriters"). Some of the investment units purchased and underwritten

may be offered to institutional investors in markets outside of Japan, mainly

in Europe and Asia (excluding the United States and Canada).

(7)

Details of

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

underwriting

paid in (issue value) for the Offering to DHR on the payment date stated in

agreement

(10) below. The difference between such amount and the total issue price

(offer price) for the Offering shall be retained by the Underwriters. DHR

shall pay no underwriting commission to the Underwriters.

(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

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

(10)

Payment date

The payment date shall be any day between Thursday, September 1, 2022

and Monday, September 5, 2022. However, the payment date shall be

Thursday, September 1, 2022 if the Pricing Date is Wednesday, August 24,

2022, Thursday, August 25, 2022, or Friday, August 26, 2022, the payment

date shall be Friday, September 2, 2022 if the Pricing Date is Monday,

August 29, 2022, and the payment date shall be Monday, September 5, 2022

if the Pricing Date is Tuesday, August 30, 2022.

(11)

Delivery date

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

  1. The issue price (offer price), the amount to be paid in (issue value) and any other matters necessary for this issuance of new investment units shall be determined at a future meeting of the board of directors of DHR.
  2. The above items shall be subject to the condition that the registration under the Financial Instruments and Exchange Act takes effect.

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment within or outside of Japan. This announcement does not constitute any offer of securities in the United States. The securities referred to have not been and will not be registered under the United 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 offered in the United States.

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2. Secondary offering (secondary offering through over-allotment)

(1)

Seller and number of

An Underwriter 3,000 units

investment units to be

The above number indicates the maximum number of investment units

sold

to 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 Offering, among other factors. The number of

investment units to be sold shall be determined at a meeting of the board

of directors of DHR to be held on the Pricing Date, taking into account

demand conditions for the 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 Offering.

(3)

Total selling price

Undetermined

(4)

Offering method

Upon the Offering, an Underwriter, the bookrunner of the Offering, shall

conduct a secondary offering of up to 3,000 units of DHR investment

units which will be borrowed from Daiwa House Industry Co., Ltd.,

taking into account demand conditions for the 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 Offering

(7)

Delivery date

The business day following the payment date for the Offering

  1. The selling price and any other matters necessary for this secondary offering of investment units shall be determined at future meetings of the board of directors of DHR.
  2. 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

3,000 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 the amount to be

paid in (issue value) for the Offering.

  1. Total amount to be Undetermined paid in (issue value)

(4)

Allottee and number

An Underwriter 3,000 units

of investment units to

be allotted

(5)

Subscription unit

1 unit or more in multiples of 1 unit

(6)

Subscription period

Monday, September 26, 2022

(subscription date)

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment within or outside of Japan. This announcement does not constitute any offer of securities in the United States. The securities referred to have not been and will not be registered under the United 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 offered in the United States.

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(7) Payment date

Tuesday, September 27, 2022

  1. The DHR investment units not subscribed by the subscription period (subscription date) stated in
    (6) above shall not be issued.
  2. 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.
  3. The above items shall be subject to the condition that the registration under the Financial Instruments and Exchange Act takes effect.

1. Secondary offering through over-allotment, etc.

In connection with the Offering, an Underwriter, the bookrunner of the Offering, may conduct a secondary offering through over-allotment of up to 3,000 units of DHR investment units which will be borrowed from Daiwa House Industry Co., Ltd., taking into account demand conditions, among other factors. The number of investment units to be sold in the secondary offering through over-allotment is planned to be 3,000 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 through over-allotment itself may not take place at all, depending on demand conditions and other factors.

In connection with the secondary offering through over-allotment, DHR adopted a resolution at a meeting of the board of directors of DHR held on Thursday, August 18, 2022 to conduct an issuance of new investment units through third-party allotment of 3,000 units of DHR investment units with an Underwriter as the allottee (the "Third-Party Allotment"), setting Tuesday, September 27, 2022 as the payment date, for the purpose of having the Underwriter acquire the DHR investment units necessary to return the DHR investment units which will be borrowed from Daiwa House Industry Co., Ltd. (the "Borrowed Investment Units").

In addition, during the period from the day following the date on which the subscription period for the Offering and secondary offering through over-allotment ends to Tuesday, September 20, 2022 (the "Syndicate Covering Transaction Period"), the 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 Underwriter acquires through the Syndicate Covering Transactions will be used to return the Borrowed Investment Units. During the Syndicate Covering Transaction Period, the Underwriter may, at its discretion, not conduct the Syndicate Covering Transactions at all, or terminate the Syndicate Covering Transactions before the number of investment units reaches the number of investment units of the secondary offering through over-allotment.

Moreover, the Underwriter may conduct stabilizing transactions in conjunction with the Offering and secondary offering through over-allotment.

The DHR investment units acquired through the stabilizing transactions may, in whole or in part, be used to return the Borrowed Investment Units. The Underwriter plans to acquire DHR investment units by accepting the allotment of the Third-Party Allotment for 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 the Third-Party Allotment may decrease by the same extent, or the

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment within or outside of Japan. This announcement does not constitute any offer of securities in the United States. The securities referred to have not been and will not be registered under the United 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 offered in the United States.

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issuance itself may not take place at all, due to forfeiture.

The transactions above shall be conducted by the Underwriter in consultation with the other Joint Lead Managers.

2. Changes in total number of investment units issued after the issuance of new investment units

Total number of investment units outstanding as of today

2,320,000 units

Increase in number of investment units associated with the

42,000 units

issuance of new investment units through offering

Total number of investment units outstanding

after

the

2,362,000

units

issuance of new investment units through offering

Increase in number of investment units associated with the

3,000

units

(Note)

Third-Party Allotment

Total number of investment units outstanding

after

the

2,365,000 units

(Note)

Third-Party Allotment

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

3. 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 growth of distribution per unit and improvement in quality of the portfolio. 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 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)

13,461,885,000 yen (maximum)

(Note) The sum total amount of 12,564,426,000 yen in proceeds from the Offering, and 897,459,000 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, July 29, 2022.

(2) Specific use of the funds to be procured and scheduled outlay period

Net proceeds to be procured through the Offering will be used to fund part of the acquisition of specified assets listed in the press release "Notice Concerning Acquisition of Trust Beneficiary Interests in Domestic Real Estate" dated today. Net proceeds to be procured through the Third-Party Allotment will be used to reserve as cash to fund part 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. Future prospects

Please refer to the press release "Notice Concerning Revision to Forecast of Results for the Fiscal Period

Ending February 28, 2023 and Announcement of Forecast of Results for the Fiscal Period Ending August 31, 2023" dated today.

Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment within or outside of Japan. This announcement does not constitute any offer of securities in the United States. The securities referred to have not been and will not be registered under the United 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 offered in the United States.

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Daiwa House REIT Investment Corporation published this content on 18 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 07:23:08 UTC.