Daiwa House REIT Investment : Partial Amendments to the Articles of Incorporation and Appointment of Directors (Introducing First“Sustainability Index-linked Fee”in J-REITs)

October 15, 2021

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 Partial Amendments to the Articles of Incorporation and

Appointment of Directors

(Introducing First "Sustainability Index-linked Fee" in J-REITs)

Daiwa House REIT Investment Corporation ("DHR") hereby announces that at a meeting of the board of directors held today, a resolution was passed to submit proposals concerning the following amendments to the Articles of Incorporation and appointment of directors to the 13th General Meeting of Unitholders scheduled to be held on November 30, 2021 (the "General Meeting of Unitholders").

The proposals shall take effect upon approval by the General Meeting of Unitholders.

1. Partial amendments to the Articles of Incorporation

1. Pursuant to Article 93, Paragraph 1 of the Investment Trusts Act, DHR had established provisions, in the current Article 15 Paragraph 1 of our Articles of Incorporation, that "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)" (so-called deemed votes in favor system). However, due to the difficult nature of submitting conflicting proposals and the possibility that if the deemed votes in favor system is applied, without modification, to a 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 when unitholders who satisfy specific eligibility requirements or when DHR issues a prior contrary 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 agreement with 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 an announcement on its webpage.
   Partial exemptions to the application of the deemed votes in favor system shall be established based on the above, and the necessary changes shall be made to provide for such 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 (Accounting Standards Board of Japan Statement No.10) revised on July 4, 2019 (including related accounting standards and application
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guidelines which were newly established or revised), necessary changes shall be made to asset evaluation methods (Current Article 34, Paragraph 1, Item 6 and 8).

1. 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).
2. 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 from properties owned by DHR and improving the external evaluation of the sustainability efforts of DHR (Annex: Asset Management Fees Payable to Asset Manager, Asset management fee 3 (sustainability index-linked fee)).

Please refer to the "Notice of Convocation of the 13th General Meeting of Unitholders" for the content of the amendments. For the details of the sustainability index-linked fee, please also refer to the "Supplementary Material for Proposed Introduction of J-REIT's First Sustainability Index-linked Fee" dated today.

2. Appointment of Directors

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 of December 1, 2021. DHR is also 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 shortfall in the number of Executive Directors as prescribed in laws or regulations.

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 appointing two Supervisory Directors as of December 1, 2021. DHR is also 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 a shortfall in the number of Supervisory Directors as prescribed in laws or regulations.

1. Candidate for Executive Director Toshiharu Asada (current position)
2. Candidate for Substitute Executive Director Koichi Tsuchida (current position)
3. Candidates for Supervisory Directors Hiroshi Ishikawa (current position) Junko Kogayu (new appointment)
4. Candidate for Substitute Supervisory Director Fusae Kakishima (current position)

The above candidate for Substitute Executive Director is Representative Director, President and CEO of Daiwa House Asset Management Co., Ltd. to which DHR entrusts the management of its assets.

Please refer to the "Notice of Convocation of the 13th General Meeting of Unitholders" for the content of appointment of Directors.

3. Schedule

October 15, 2021

Board of directors' approval of proposals to be submitted to the General Meeting of Unitholders

November 12, 2021

Delivery of notice of convocation of the General Meeting of Unitholders (scheduled)

November 30, 2021

Holding of the General Meeting of Unitholders (scheduled)

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• DHR's website:https://www.daiwahouse-reit.co.jp/en/

[Attachment]

Notice of Convocation of the 13th General Meeting of Unitholders

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[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 of Unitholders") 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 of Unitholders in person, regardless of your health condition.

Therefore, please consider the "Reference Documents for the General Meeting of Unitholders" 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 of Incorporation. 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, 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 have approved the proposals under the preceding paragraph shall be included in the number of voting rights represented by the unitholders present.

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Meeting Details

1. Time and Date: November 30, 2021 (Tuesday) 10:00 A.M. (Reception: 9:30 A.M.)

1. Location: 2F Conference Hall, Daiwa House Industry Co., Ltd., Tokyo Head Office 3-13-1 Iidabashi, Chiyoda-ku, Tokyo
2. 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.

1. On the day of the Meeting, please submit the enclosed voting form to the reception desk at the meeting venue.
2. 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 the reception desk at the meeting venue.
3. 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 of Unitholders, the amended matters will be posted on DHR's website at https://www.daiwahouse-reit.co.jp/.
4. In light of the status of COVID-19 infections in Japan, DHR will take measures to prevent the spread of the COVID-19 at the General Meeting of Unitholders.
5. 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 the viewpoint 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 the venue. 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.daiwahouse- reit.co.jp/.
6. There will be no souvenirs for unitholders attending the General Meeting of Unitholders. Your understanding is highly appreciated.

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