BREIT 2018 Proxy Statement

In reviewing a related person transaction or proposed related person transaction, the Affiliate Transaction Committee or disinterested directors, as applicable, shall consider all relevant facts and circumstances, including without limitation: • the nature of the related person’s interest in the transaction; • the material terms of the transaction; • the importance of the transaction both to the Company and the related person; • whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company; • whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any; and • any other matters that management or the Affiliate Transaction Committee or disinterested directors, as applicable deem appropriate. In addition, the policy provides that the Affiliate Transaction Committee, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, considers whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under our Charter and our Corporate Governance Guidelines and our Code of Business Conduct and Ethics. Report of the Affiliate Transaction Committee The Affiliate Transaction Committee has examined the fairness of the transactions described above, and has determined that all such transactions are fair and reasonable to us. The Affiliate Transaction Committee has reviewed our policies described above, in our Annual Report on Form 10-K and our registration statement related to our Offering, as well as other policies previously reviewed and approved by our Board of Directors, and determined that they are in the best interests of our stockholders because it believes they provide us with the highest likelihood of achieving our investment objectives while appropriately addressing conflicts of interest that may arise. The Affiliate Transaction Committee of the Board of Directors: Richard I. Gilchrist (Chair) Raymond J. Beier Field Griffith Edward Lewis 31