Table of Contents I 35

BREIT 2018 Proxy Statement

LETTER TO STOCKHOLDERS I
NOTICE OF 2018 ANNUAL MEETING II
TABLE OF CONTENTS III
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 1
Where and when will the Annual Meeting be held? 1
What is this document and why have I received it? 1
What am I voting on? 1
What is the required vote for approval of each proposal? 2
How does the Board of Directors recommend that I vote? 2
Who can vote? 2
How do I vote if I am a registered stockholder? 2
How do I vote if I hold my shares in "street name"? 3
How can I authorize a proxy to vote over the Internet or by telephone? 3
What if I return my proxy but do not mark it to show how I am voting? 3
What if other matters come up at the Annual Meeting? 3
Can I change my vote or revoke my proxy after I authorize my proxy? 3
How do I vote my shares in person at the Annual Meeting? 4
Do I need a ticket to be admitted to the Annual Meeting? 4
Do I also need to present identification to be admitted to the Annual Meeting? 4
What constitutes a quorum? 4
Who will count the votes? 4
Where can I find the voting results of the Annual Meeting? 5
How can I get additional copies of this Proxy Statement or other information filed with the SEC relating to this solicitation? 5
Where can I get more information about Blackstone Real Estate Income Trust? 5
How is this solicitation being made? 5
Will my vote make a difference? 5
PROPOSAL 1 - ELECTION OF DIRECTORS 6
Nominees for Election as Directors 6
The Board of Directors; Committees 9
Corporate Governance 14
Executive and Senior Officers 15
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 17
Executive Officer Compensation 17
Non-Employee Director Compensation 17
Section 16(a) Beneficial Ownership Reporting Compliance 18
Equity Compensation Plan Information 18
Security Ownership of Certain Beneficial Owners and Management 18
TRANSACTIONS WITH RELATED PERSONS AND CERTAIN CONTROL PERSONS 20
Our Relationship with Our Adviser and Blackstone 20
Indemnification Agreements with Directors and Officers 27
Currently Proposed Transactions 28
Conflicts of Interest with the Adviser and its Affiliates 28
Related Party Transaction Policies 30
Report of the Affiliate Transaction Committee 31
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 32
Audit and Non-Audit Fees 32
Audit Committee Pre-Approval Policies and Procedures 32
AUDIT COMMITTEE REPORT 34
ANNUAL REPORT 35
OTHER MATTERS 35
STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING 35
HOUSEHOLDING OF PROXY MATERIALS 35

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