Risk Considerations

Invest­ing in shares of our com­mon stock involves a high degree of risk. You should pur­chase shares only if you can afford a com­plete loss of your invest­ment. Please see the Risk Fac­tors” sec­tion of the prospec­tus before pur­chas­ing our com­mon shares.

Hines Glob­al Income Trust elect­ed to be taxed as a real estate invest­ment trust, or REIT, for U.S. fed­er­al income tax pur­pos­es begin­ning with its tax­able year end­ed Decem­ber 312015.

Sig­nif­i­cant risks relat­ing to your invest­ment in our com­mon shares include:

We have a lim­it­ed pri­or oper­at­ing his­to­ry and the pri­or per­for­mance of oth­er Hines affil­i­at­ed enti­ties may not be a good mea­sure of our future results; there­fore, there is no assur­ance we will be able to achieve our invest­ment objectives.

Our char­ter does not require us to pur­sue a trans­ac­tion to pro­vide liq­uid­i­ty to our stock­hold­ers and there is no pub­lic mar­ket for our com­mon shares; there­fore, you must be pre­pared to hold your shares for an indef­i­nite length of time and, if you are able to sell your shares, you will like­ly sell them at a sub­stan­tial dis­count.

This is a blind pool offer­ing and you will not have the oppor­tu­ni­ty to eval­u­ate the addi­tion­al invest­ments we will make pri­or to pur­chas­ing shares of our com­mon stock.

This is a best efforts offer­ing and as such, there is a risk that we will not be able to accom­plish our busi­ness objec­tives and that the poor per­for­mance of a sin­gle invest­ment will mate­ri­al­ly adverse­ly affect our over­all invest­ment per­for­mance, if we are unable to raise sub­stan­tial funds.

Dis­tri­b­u­tions have exceed­ed earn­ings. Some or all of our dis­tri­b­u­tions have been paid, and may con­tin­ue to be paid, and dur­ing the offer­ing phase, are like­ly to be paid at least par­tial­ly from sources such as pro­ceeds from our debt financ­ings, pro­ceeds from this offer­ing, cash advances by our advi­sor, cash result­ing from a waiv­er or defer­ral of fees and/​or pro­ceeds from the sale of assets. We have not placed a cap on the amount of our dis­tri­b­u­tions that may be paid from any of these sources. If we con­tin­ue to pay dis­tri­b­u­tions from sources oth­er than our cash flow from oper­a­tions, we will have less funds avail­able for the acqui­si­tion of prop­er­ties, and your over­all return may be reduced.

The pur­chase and redemp­tion price for shares of our com­mon stock gen­er­al­ly will be based on our most recent­ly deter­mined net asset val­ue (NAV) (sub­ject to mate­r­i­al changes) and will not be based on any pub­lic trad­ing mar­ket. While there will be inde­pen­dent appraisals of our prop­er­ties per­formed annu­al­ly, at any giv­en time our NAV may not accu­rate­ly reflect the actu­al then-cur­rent mar­ket val­ue of our assets.

There is no pub­lic mar­ket for our shares and an invest­ment in our shares will have very lim­it­ed liq­uid­i­ty. There are sig­nif­i­cant restric­tions and lim­i­ta­tions on your abil­i­ty to have any of your shares of our com­mon stock redeemed under our share redemp­tion pro­gram and, if you are able to have your shares redeemed, it may be at a price that is less than the price you paid and the then-cur­rent mar­ket val­ue of the shares. Our board of direc­tors may amend or sus­pend our share redemp­tion pro­gram in its sole dis­cre­tion and with­out stock­hold­er approval.

Due to the risks involved in the own­er­ship of real estate invest­ments, there is no assur­ance of any return on your invest­ment in, and you may lose some or all of your invest­ment.

Inter­na­tion­al invest­ment risks, includ­ing the bur­den of com­ply­ing with a wide vari­ety of for­eign laws and the uncer­tain­ty of such laws, the tax treat­ment of trans­ac­tion struc­tures, polit­i­cal and eco­nom­ic insta­bil­i­ty, for­eign cur­ren­cy fluc­tu­a­tions, and infla­tion and gov­ern­men­tal mea­sures to curb infla­tion may adverse­ly affect our oper­a­tions and our abil­i­ty to make dis­tri­b­u­tions. Because the per­for­mance par­tic­i­pa­tion allo­ca­tion payable to our advi­sor is cal­cu­lat­ed based in part on changes in our NAV, our advi­sor may be enti­tled to a greater or less­er allo­ca­tion even if the changes in NAV are due sole­ly to for­eign cur­ren­cy fluc­tu­a­tions.

If we inter­nal­ize our man­age­ment func­tions, we could incur adverse effects on our busi­ness and finan­cial con­di­tion, includ­ing sig­nif­i­cant costs asso­ci­at­ed with becom­ing and being self-man­aged and the per­cent­age of our out­stand­ing com­mon stock owned by our stock­hold­ers could be reduced.

We rely on affil­i­ates of Hines for our day-to-day oper­a­tions and the selec­tion of real estate invest­ments. We pay sub­stan­tial fees and oth­er pay­ments to these affil­i­ates for these ser­vices. These affil­i­ates are sub­ject to con­flicts of inter­est as a result of this and oth­er rela­tion­ships they have with us and oth­er invest­ment vehi­cles spon­sored by Hines. We also com­pete with affil­i­ates of Hines for ten­ants and invest­ment oppor­tu­ni­ties, and some of those affil­i­ates may have pri­or­i­ty with respect to cer­tain invest­ment oppor­tu­ni­ties.

This invest­ment is not suit­able for all investors. Please refer to the prospec­tus for the par­tic­u­lar suit­abil­i­ty stan­dards required in your state. You should read the prospec­tus care­ful­ly for a descrip­tion of the risks asso­ci­at­ed with an invest­ment in real estate and in Hines Glob­al Income Trust.

This mate­r­i­al con­tains for­ward-look­ing state­ments (such as those con­cern­ing invest­ment objec­tives, strate­gies, eco­nom­ic updates, oth­er plans and objec­tives for future oper­a­tions or eco­nom­ic per­for­mance, or relat­ed assump­tions or fore­casts) that are based on our cur­rent expec­ta­tions, plans, esti­mates, assump­tions and beliefs that involve numer­ous risks and uncer­tain­ties, includ­ing with­out lim­i­ta­tion, the risks set forth in the Risk Fac­tors” sec­tion of the prospec­tus and sales mate­r­i­al.

Any of the assump­tions under­ly­ing the for­ward-look­ing state­ments could prove to be inac­cu­rate and results of oper­a­tions could dif­fer mate­ri­al­ly from those expressed or implied. You are cau­tioned not to place undue reliance on any for­ward-look­ing state­ments. We under­take no oblig­a­tion to pub­licly update or revise any for­ward-look­ing statements.