(Securities Code: 8972)(Date of Notice) August 1, 2023
(Commencement Date of Electronic Provision Measures) July 20, 2023

To Our Unitholders
Hiroaki Momoi
Executive Director
Kenedix Office Investment Corporation
2-1-6 Uchisaiwaicho, Chiyoda-ku, Tokyo

Notice Concerning the Twelfth General Meeting of Unitholders
You are cordially invited to attend the Twelfth General Meeting ofUnitholders of Kenedix Office Investment Corporation (“the Investment
Corporation”). The Meeting will be held as described below.
You can also exercise your voting rights in writing. Please review the“Reference Material for the General Meeting of Unitholders” set forth below,
vote on the proposals in the enclosed Voting Rights Exercise Form, andreturn it by no later than 5:00 p.m. Monday, August 21, 2023.
In addition, the Investment Corporation has established a “deemed approval”
provision in Article 15 of its current Articles of Incorporation pursuant to
Article 93, paragraph 1 of the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951; as amended, “the Investment TrustsAct”).
Accordingly, if you are unable to attend the Meeting and are unable tovote using the Voting Rights Exercise Form, please note that you will bedeemed as having attended the meeting and approved each of the agenda.
(Excerpt from the Investment Corporation’s Current Articles ofIncorporation)
Article 15 (Deemed Approval)
1. A unitholder’s non-attendance at the General Meeting of Unitholders andnon-voting shall be deemed as the unitholder’s approval of the agenda items
submitted to the General Meeting of Unitholders (provided that whensubmitted agenda items contradict each other, such agenda items shall beomitted).
2. Unitholder votes that are deemed as having approved agenda items
pursuant to the preceding Paragraph will be added to the votes cast byattending unitholders.
In holding the Meeting, the Investment Corporation has taken measures toelectronically provide reference materials for the Meeting and has uploaded― 1 ―“Notice Concerning General Meeting of Unitholders” on the “General
Meeting of Unitholders” page on its website. Please visit and refer to the link
below.
Investment Corporation’s website:
https://www.kdo-reit.com/en/
The Investment Corporation has also uploaded its reference materials for the
Meeting on the Tokyo Stock Exchange (“TSE”) website. To access thereference materials, please visit the TSE website and search the entity name
“Kenedix Office Investment Corporation” or the security code “8972,” go to“Basic Information” and select “Documents for Public Inspection/PR
information” tabs.
TSE’s website (Listed Company Information Service)(https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show)― 2 ―1. Date and Time
2:30 p.m., Tuesday, August 22, 2023
(Attendees will be allowed into the venue from 2:00 p.m.)
2. Place
2-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Iino Hall and Conference Center Room A1+A2+A3, Iino Building 4F
3. Agenda of the Meeting
Resolution Agenda:
Agenda Item No. 1: Approval of the Merger Agreement
Agenda Item No. 2: Partial amendments to the Articles of Incorporation
Agenda Item No. 3: Election of One (1) Executive Director
Agenda Item No. 4: Election of One (1) Alternate Executive Director
Agenda Item No. 5: Election of Four (4) Supervisory Directors---------------------------------------------------------------------------------------------Note:(Requests)
・For those attending the Meeting, please present the enclosed Voting Rights
Exercise Form at the reception desk.
・Unitholders voting by proxy can vote by having another individual
unitholder who holds voting rights attend the Meeting and act as theirproxies. In such a case, please submit a Power of Representation Form anda Voting Rights Exercise Form at the reception desk.
・Unitholders are reminded to bring this notice when attending the Meeting,so as to enable us to save our resources.
(Information)
・If neither approval nor disapproval of a proposal is indicated in a Voting
Rights Exercise Form returned to the Investment Corporation, it shall becounted as a vote for approval of the proposal.
・Please note that, should there be any corrections to the reference materials
up to the day before the Meeting, the Investment Corporation will post therelevant sections before and after the corrections on the Investment
Corporation and TSE websites above.
・Please kindly note that no gifts will be handed out to unitholders attending
the Meeting.
・Please note that, in light of the COVID-19 infections in Japan, theInvestment Corporation may take measures in order to prevent the
COVID-19 infections at the Meeting.

― 3 ―Reference Material for the General Meeting of Unitholders
Agenda and Reference Matter
Agenda Item No. 1: Approval of the Merger Agreement
On June 13, 2023, the Investment Corporation, Kenedix Residential Next
Investment Corporation (“KDR”) and Kenedix Retail REIT Corporation (“KRR”;
and the Investment Corporation, KDR and KRR are individually or collectively
referred to as “Each REIT”) resolved to undertake an absorption-type merger,
with November 1, 2023 as the effective date, whereby the Investment
Corporation will be the surviving corporation and KDR and KRR will be thedissolving corporations in the merger (the “Merger”), and executed a merger
agreement (the “Merger Agreement”) to that effect. All unitholders are requested
to agree to the purpose for the Merger as described below and approve the Merger
Agreement.
1.

Reason for the absorption-type merger
The Japanese economy is making a moderate recovery as movement
restrictions to prevent the spread of COVID-19 infections was removed, andits economic and social activities are being normalized. However, there areuncertain factors in the economic conditions in and outside Japan such aschanges in the global affairs, emergence of geopolitical risks and effects ofeconomic sanctions related to these risks as a result of the invasion of
Ukraine by Russia, continuous global inflation related to rising commodity
prices and fuel costs, increase of the policy interest rates by major countries,
and bankruptcies of overseas financial institutions.
In such environment, the current real estate investment trust securities
market (the “J-REIT market”) is unstable and affected by the concern forrising operational costs due to inflation and the fear for the rise in the longterm interest rates due to future changes of the monetary policies by the
Bank of Japan.
The asset management company of Each REIT, Kenedix Real Estate FundManagement, Inc. (“KFM”), was established as follows: Kenedix
Residential Partners, Inc. established in March 2011 merged with Kenedix
Office Partners, Inc. and Kenedix Advisors, Inc. (both established in
November 2003) in October 2013 in an absorption-type merger, andchanged its corporate name to the current name of the asset managementcompany. Each REIT has received sponsor support from Kenedix, Inc., theparent company of KFM, and its group companies and has achieved
operational results.
The Investment Corporation was listed on the J-REIT market of the Tokyo
Stock Exchange, Inc. (the “Tokyo Stock Exchange”) in July 2005, as― 4 ―“Kenedix Realty Investment Corporation” which conducted diversified
investment in office buildings, residential properties, and retail facilities, etc.
and began operation with a portfolio of 29 properties and a total acquisition
price of 61 billion yen. Subsequently, the Investment Corporation amended
its management guidelines to convert its diversified REIT into officespecialized REIT in December 2006. Moreover, the Investment Corporation
clarified its plan to build a portfolio centered on mid-sized office buildings
and amended its articles of incorporation to change the corporate name to thecurrent name of the investment corporation in February 2014.
The Investment Corporation has increased the size of its assets to 97
properties and the total acquisition price of 453.3 billion yen (excluding thesilent partnership equity interest whose underlying asset is Shinjuku Sanei
Building) (as of April 30, 2023) through a period of approximately 18 years
after it was listed by mainly investing in and managing mid-sized officebuildings in Tokyo Metropolitan Area where economic activities are densely
integrated with abundant tenant demand and rich stocks of properties.
KDR was listed in April 2012, as “Kenedix Residential Investment
Corporation” which mainly invests in residential properties such as rental
housing, and began operation with a portfolio of 20 properties and a totalacquisition price of 30.4 billion yen. In March 2018, KDR undertook an
absorption-type merger, whereby KDR became the surviving corporation
and Japan Senior Living Investment Corporation became the dissolving
corporation in the merger, and changed its corporate name to the current
name of the investment corporation and amended its articles of incorporationin order to add healthcare facilities and hotels to its main investment target
in addition to the existing residential properties.
KDR mainly invests in residential properties and healthcare facilities which
are spaces where people live and stay. KDR has increased the size of its
assets to 182 properties and a total acquisition price of 304.2 billion yen (asof April 30, 2023) through a period of approximately 11 years after it waslisted, by investing in and managing the real estates which are expected tohave a strong demand from tenants or users and gain stable and lasting
profits in accordance with regional analysis and separate analysis based on
characteristic features or site locations of each real estate property.
KRR was listed in February 2015, as “Kenedix Retail REIT Corporation”
which focuses its investments in “shopping centers for daily needs” that arelocated within residential districts or adjacent to major roads or streets andprovide daily goods and services, and began operations with a portfolio of
18 properties and a total acquisition of 80.8 billion yen. In June 2018, KRR
amended its articles of incorporation to, from the perspective of keeping
pace with the changing trends of supply chain such as the growth of ecommerce, add distribution centers that provide products that complements― 5 ―shopping centers in its investment target in addition to the existing shopping
centers.
KRR has increased the size of its assets to 70 properties and the totalacquisition price of 270.3 billion yen (as of April 30, 2023) through a periodof approximately 8 years after it was listed, by investing in and managing
shopping centers and distribution centers that are expected to contribute toimprove the profit stability and the profitability of the portfolio based on its
policy to focus its investment in shopping centers for daily needs.
Each REIT has implemented various measures to ensure the acquisition of
stable profits and the continued growth of investment assets by leveraging
each characteristic.
However, the real estate market’s evaluations of the mid-sized officebuildings, which are the Investment Corporation’s main investment target,
have not changed because of their scarcity and liquidity. Thus, thecapitalization rate remains low and it remains hard to acquire mid-sized
office buildings. Moreover, recently, unit prices of the Investment
Corporation are significantly below NAV per unit due to the concern for themarket outlook regarding secondary vacancies and rent decline due to large
supplies of large office buildings, and there are limited opportunities forexternal growth that involve public offering. Therefore, there are issues withensuring continued future growth. As for KDR, although KDR has
conducted public offerings for five consecutive years, there is the possibility
that the acquisition competition may escalate and the acquisition
opportunities may decrease due to the relatively stable profitability ofresidential properties, and recently unit price is below NAV per unit.
Moreover, KDR’s LTV is relatively high in the J-REIT market, and KDR
has concerns regarding the increase in costs when interest rates are rising. As
for KRR, although KRR has a rich real estate pipeline, it has been
increasingly difficult to acquire shopping centers for daily needs since the
COVID-19 pandemic. In addition, there are concerns over increase in costs
caused by inflation, and there are issues such as limited room for the futureinternal growth as a whole due to the long-term fixed rents.
Moreover, Each REIT is watching the trends of interest levels and pricelevels such as costs of utilities, which may have an impact on the
profitability of their portfolios in the future, and Each REIT recognizes thissituation as their common issues.
In such circumstances, Each REIT agreed to start negotiation for merger andcarefully deliberated on the issues in order to deal with the issues describedabove, respond flexibly to environmental changes and attain continued
growth. As a result, Each REIT came to the same conclusion that the Merger
will contribute to maximize unitholders’ value by leading to the continued
growth by expanding investment target sectors, improving their presence and― 6 ―stability in the market by increasing the sizes of their assets, and enabling
more commitment for sustainability. Therefore, the Merger Agreement wasmade and entered into by and among Each REIT.
Each REIT considers that the Merger has the following rationale:i) Sustainable growth driven by expansion of investment target sectors
The New REIT (defined below) will continue to focus on their maininvestment target, i.e. mid-sized office buildings, residential properties,
healthcare facilities, and shopping centers for daily needs, and it will start toadditionally focus on logistics facilities and hotels, in which Each REIT has
conducted only limited investments until now, to increase opportunities foracquisitions. In addition, the Merger will enable asset reshuffling among
different asset types, disposing of properties with less competitiveness or
profitability, allow flexibly to the changes of the external environment
surrounding the real estate market, and activate the investments in theinvestment target sectors that are expected to grow, and thus leading to theimprovement of portfolio profitability. As described above, the New REIT
aims to attain continued growth beyond the boundary of the strategic
management for the existing specialized REIT through a strategic
management that ensures a wide range of opportunities for acquisitions andflexibility related to the expansion of the investment target sectors.
ii) Improvement in the market presence and ability
Through the Merger, the asset size of the investment corporation after the
Merger (the “New REIT”) will be ranked third in the J-REIT market (Note1) and this will significantly improve the presence in the market andliquidity of investment units, and the portfolio is expected to own a total of
350 properties (Note 2) after the Merger. Having the largest expected
number of properties in the J-REIT market will enhance diversification andcontribute to improve the stability of the portfolio. In addition, a property
manager that leverages the advantage of its scale will contribute to increase
resilience against the pressure of the rising costs.
iii) Further commitment to sustainability
Each REIT has recognized sustainability as a significant issue and has taken
the initiative in implementing various initiatives. Specifically, theInvestment Corporation has become the first investment corporation in the JREIT market to participate in GRESB Real Estate Assessment, KDR was
the first J-REIT to issue social bonds, and KRR was the first J-REIT tointroduce investment unit performance fee. The New REIT plans to integrate
and elevate expertise accumulated by Each REIT through the Merger andaims to be a leading company in the sustainability initiatives. Moreover, the― 7 ―New REIT plans to further enforce the sustainability initiatives under the
management system with a high degree of specialization and diversity byintroducing a new management fee structure that is linked to unitholder
value and sustainability metric, improving governance through theenhancement of supervisory officers, and promoting diversity.
Furthermore, the New REIT sets the following growth strategies: capturing
new opportunities for growth through the expansion of its investment target
sectors, strengthening its earnings power through the reshuffling of its assets
which adapt to environmental changes and acquiring upside earnings
through active management.
Under these growth strategies, as described in the press releases “NoticeConcerning Acquisition of Properties (River City 21 East Towers II and 2
Other Properties) and Disposition of Properties (Harajuku F.F. Building and1 Other Property)” dated June 13, 2023 by Each REIT, and “NoticeConcerning Acquisition of Property (York Mart Higashi-Michinobe)” dated
the same day by KRR, the New REIT aims to strengthen its earning powerby acquiring a total of four properties: residential property, hotel,
distribution center (land) and shopping center for daily needs, and by
disposing of two office buildings.
(Note 1) The amount of asset size after the Merger is calculated by totaling the asset
size of Each REIT. The asset size of the Investment Corporation is assumed
to be the total of acquisition price of the properties in the portfolio as ofApril 30, 2023, plus the acquisition (scheduled) price reflecting theacquisitions and sales (including one that are scheduled) of the properties
from May 1, 2023 to the effective date of the Merger. The asset size of
KDR and KRR is considered to be the appraisal values of the properties asof the end of the latest fiscal period (relating to KDR, as of January 31,
2023 (provided, however, that, this includes the acquisitions of Sunny Life
Tachikawa and Rehabili-home Bon Sejour Minamisenzoku; relating to
KRR, as of March 31, 2023). The asset sizes of the other investment
corporations in the J-REIT market are calculated based on the asset sizes
including any properties that the other investment corporations announced
the acquisition and sale thereof in the J-REIT market as of April 30, 2023
(acquisition (scheduled) price basis). Therefore, it is not guaranteed that the
New REIT will have the third largest asset size in the J-REIT market as ofthe effective date of the Merger. In regard to the asset size after the Merger,
because it is planned that assets of KDR and KRR will be succeeded atmarket price based on the purchase method by the Investment Corporation
as the acquiring corporation, the asset size will not be a simple sum of thetotal (scheduled) acquisition price of the Investment Corporation and thetotal appraisal values of KDR and KRR as of the end of the latest
accounting period.
(Note 2) The number of properties of the portfolio after the Merger is based on thenumber of properties of the Investment Corporation, KDR and KRR as of― 8 ―June 13, 2023 and reflecting the change in the number of the acquisitions
and sales of the properties (including ones that are scheduled) by theeffective date of the Merger. KDX Chofu Building is treated as one
property in the calculation of the number of properties of the portfolio after
the Merger though the Investment Corporation owns its office tower and
KRR owns its retail wing respectively as of June 13, 2023. The numbers of
the properties of the other investment corporations in the J-REIT market is
calculated based on the number of properties including those that the otherinvestment corporations announced acquisition and sale thereof in the JREIT market as of April 30, 2023. Therefore, it is not guaranteed that theportfolio of the New REIT will have the largest number of properties in the
J-REIT market as of the effective date of the Merger.

2. Summary of the contents of the Merger Agreement
As described in Attachment 1 hereto.
3. Summary of the contents of the matters set forth in Items 1 to 3, Article 194of the Regulation for Enforcement of the Act on Investment Trusts andInvestment Corporations(1) Matters regarding appropriateness of provisions for number of investment
units of the surviving corporation delivered to the unitholders of the
dissolving corporation in lieu of their investment units by the surviving
corporation for the absorption-type merger or calculation method of numberof such investment units and total amount of unitholders’ capital of thesurviving corporation and allocation of investment units of the surviving
corporation to unitholders of the dissolving corporation(ⅰ) Matters regarding appropriateness of provisions for number of investment
units of the surviving corporation delivered to the unitholders of the
dissolving corporation in lieu of their investment units by the surviving
corporation for the absorption-type merger or calculation method of numberof such investment units and allocation of investment units of the surviving
corporation to unitholders of the dissolving corporation(a) Number of investment units of the Investment Corporation or amount ofmoney to be allocated for each investment unit of KDR and KRR
Investment
Corporation(Surviving
corporation in theabsorption-typemerger)KDR(Dissolving
corporation in theabsorption-typemerger)― 9 ―KRR(Dissolving
corporation in theabsorption-typemerger)Allocationofinvestment
units under
the Merger

1

1.34

1.68

(Reference)
Before theInvestment Unit
Split (defined in(Note 2) below;
hereinafter the
same)
0.67

(Reference)
Before theInvestment Unit
Split
0.84

(Note 1) The number of new Investment Corporation’s investment units to be issued as aresult of the Merger (the number of units taking into account the Investment
Unit Split of the Investment Corporation): 2,446,037(Note 2) The Investment Corporation plans to split one investment unit into 2
investment units with October 31, 2023 as the record date for splitting theinvestment units and November 1, 2023 as the effective date of the split (the“Investment Unit Split”); the allocation ratio shown above and the number ofthe new investment units, which the Investment Corporation will allocate anddeliver, are subject to the Investment Unit Split taking effect. If 0.67
Investment Corporation’s investment units are allocated and delivered against
1 KDR investment unit and 0.84 Investment Corporation’s investment units
are allocated and delivered against 1 KRR investment unit on the basis of themerger ratio before the Investment Unit Split, there will be many unitholders
of KDR and KRR being allocated fractions of less than one Investment
Corporation’s investment unit. To make it possible for unitholders of KDR and
KRR to continue holding the Investment Corporation’s investment units after
the Merger, a split of the Investment Corporation’s investment units will be
carried out before the allocation towards unitholders of KDR and KRR, in theratio of two Investment Corporation investment units to one Investment
Corporation’s investment unit for the purpose of delivering to all unitholders
of KDR and KRR at least one Investment Corporation’s investment unit, and1.34 Investment Corporation’s investment unit post- Investment Unit Split
will be allocated and delivered for every one KDR investment unit and 1.68
Investment Corporation’s investment unit post- Investment Unit Split will beallocated and delivered every one KRR investment unit.
(Note 3) In addition to the above mentioned investment units, the Investment
Corporation intends to pay unitholders of KDR and KRR (the unitholders
stated or recorded in the final unitholders’ registers of KDR and KRR on the
day before the effective date of the Merger (excluding Each REIT andunitholders of KDR and KRR who has demanded the purchase of theirinvestment units pursuant to Article 149-3 of the Investment Trusts Act)(excluding those who have withdrawn such demand for purchase) (hereinafterreferred to as the “Unitholders Subject to Allocation”))), in lieu of cash
distributions (distributions of profits) for the last fiscal period of KDR and
KRR which ends the day before the effective date of the Merger, the Payment― 10 ―

upon the Merger in the form of cash distributions based on distributable
income of KDR and KRR for that same period of an amount (disregarding
fractions of a yen) which is the quotient resulting from a division of theamount of distributable income of KDR and KRR on the day before theeffective date of the Merger by the number of issued investment units of KDR
and KRR on that date as reduced by the number of investment units held byunitholders other than the Unitholders Subject to Allocation. The Payment
upon the Merger will be paid within a reasonable period from the effective
date of the Merger. KRR is planning to submit a proposal for the change of thearticles of incorporation to the general meeting of unitholders scheduled on
August 21, 2023 on the condition that the Merger Agreement is approved at
Each REIT’s General Meeting of Unitholders. The proposal is to change thecurrent fiscal year end from March 31 and September 30 to April 30 and
October 31 and change the last day of 17th fiscal period which starts from
April 1, 2023 from September 30, 2023 to October 31, 2023. If this proposal
for the change of the articles of incorporation is approved at the general
meeting of unitholders, the last fiscal period of KRR before the effective dateof the Merger, the 17th fiscal period will last for 7 months, from April 1, 2023
to October 31, 2023, and cash distribution will not be made with a record dateof September 30, 2023 (as written above, the Payment upon the Merger thatmeets the distributions amount for the same period will be paid).

(b)

Basis for Calculation
The Investment Corporation has appointed SMBC Nikko Securities Inc.
(“SMBC Nikko Securities”), KDR has appointed Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ Morgan
Stanley Securities”), and KRR has appointed Nomura Securities Co., Ltd.
(“Nomura Securities”) respectively, as their financial advisors for the
Merger. Each REIT has requested their respective financial advisors to
conduct financial analysis with regard to the merger ratio used in the
Merger in order to calculate the merger ratio used in the Merger in a fairmanner.
The summaries of the analyses respectively conducted by SMBC Nikko
Securities, Mitsubishi UFJ Morgan Stanley Securities, and Nomura
Securities indicate figures prior to taking into consideration theInvestment Unit Split, by the Investment Corporation, of one investment
unit into two investment units as mentioned above in “(a) Number ofinvestment units of the Investment Corporation or amount of money to beallocated for each investment unit of KDR and KRR”.
(SMBC Nikko Securities)
SMBC Nikko Securities has determined to adopt four individual
valuation methods to calculate the merger ratio based on its own analysis
on the financial information of Each REIT as well as the terms and― 11 ―

conditions of the Merger. Because the investment units of Each REIT are
respectively listed on the Tokyo Stock Exchange and the market prices
are available, SMBC Nikko Securities conducted the historical unit priceanalysis. Because there are multiple listed investment corporations
comparable to Each REIT and analogical estimates of the investment unit
values based on the comparable investment corporations are possible,
SMBC Nikko Securities also conducted the comparable trading multiple
analysis. In addition, SMBC Nikko Securities conducted the dividend
discount model analysis (“DDM”) as a method of valuation and analysisof the investment unit values based on dividends that unitholders of Each
REIT are expected to receive in the future, and for the purpose ofreflecting the market values of the properties held by Each REIT, SMBC
Nikko Securities also conducted the adjusted net asset value analysis.
The calculated ranges of the merger ratio shown below are those of KDR
and KRR with the investment unit value for each investment unit of theInvestment Corporation as one (1).
In the historical unit price analysis, the simple average of the closing
prices of investment units for the one month period, three-month period
and six-month period from June 12, 2023, which is set as the base date
for calculation, has been adopted, after taking into account the recent
status of market transactions of the investment units of Each REIT.
In the future profit plans of Each REIT assumed in DDM by SMBC
Nikko Securities, there is no fiscal year in which a significant increase or
decrease in income is expected in Each REIT’s profit plan.
For details concerning the supplemental explanation regarding theassumptions and disclaimers of SMBC Nikko Securities’ analysis, pleaserefer to (Note 1) at the end of this this section.
Valuation Approach
Historical Unit Price
Analysis
Comparable Trading
Multiple Analysis
DDM Analysis
Adjusted Net Asset Value
Analysis

KDR

KRR

0.66～0.69

0.79～0.82

0.57～0.95

0.70～1.16

0.45～0.96

0.68～1.20

0.56

0.66

(Mitsubishi UFJ Morgan Stanley Securities)
Mitsubishi UFJ Morgan Stanley Securities conducted the analyses of themerger ratio by comprehensively taking into account the results of theanalyses based on the following four valuation approaches. Because theinvestment units of Each REIT are respectively listed on the Tokyo Stock― 12 ―

Exchange, Mitsubishi UFJ Morgan Stanley Securities conducted thehistorical unit price analysis as a method of evaluation based on the unit
prices formed in the securities market. In addition, Mitsubishi UFJ
Morgan Stanley Securities conducted the comparable trading multiple
analysis as a method of evaluation based on investment unit values ofother listed investment corporations which operate business similar tothat of Each REIT. Moreover, Mitsubishi UFJ Morgan Stanley Securities
conducted the discounted cash flow analysis (“DCF”) as an intrinsic
method of evaluation of the investment unit values based on mediumand-long term future business activities of Each REIT. Furthermore,
Mitsubishi UFJ Morgan Stanley Securities conducted the net asset value
approach as a static method of evaluation of the investment unit values
reflecting the market values of Each REIT’s assets. The summary of theanalyses conducted by Mitsubishi UFJ Morgan Stanley Securities is asfollows. The calculated ranges of the merger ratio shown below are thoseof KDR and KRR with the investment unit value for each investment unitof the Investment Corporation as one (1).
In the historical unit price analysis, each closing price of investment units
for the one month period, three-month period, six-month period andtwelve-month period from June 12, 2023, which is set as the base date forcalculation, has been used for the analyses, after taking into account the
recent status of market transactions of the investment units of Each REIT.
In the future profit plans of Each REIT assumed in DCF by Mitsubishi
UFJ Morgan Stanley Securities, there is no fiscal year in which asignificant increase or decrease in income is expected in Each REIT’s
profit plan.
For details concerning the supplemental explanation regarding theassumptions and disclaimers of Mitsubishi UFJ Morgan Stanley
Securities’ analysis, please refer to (Note 2) at the end of this section.
Valuation Approach
Historical Unit Price
Analysis
Comparable Trading
Multiple Analysis
DCF Analysis
Valuation Approach

KDR

KRR

0.61～0.71

0.76～0.86

0.62～0.83

0.74～1.03

0.51～0.72
0.56

0.56～0.78
0.66(Nomura Securities)
Nomura Securities adopted the following four valuation approaches tomake calculations of the Merger ratio. Because the investment units ofEach REIT are respectively listed on the Tokyo Stock Exchange and the― 13 ―

market prices are available, Nomura Securities conducted the average
historical unit price analysis. Because there are multiple listed investment
corporations comparable to Each REIT and analogical estimates of theinvestment unit values based on the comparable investment corporations
are possible, Nomura Securities also conducted the comparable trading
multiple analysis. In addition, Nomura Securities conducted DCF toreflect the status of the future business activities in the calculations.
Moreover, Nomura Securities conducted the adjusted market value of net
asset value analysis to reflect the effects of selling the investment units at
the market price on the net assets in the calculations. The summary of theanalyses conducted by Nomura Securities is as follows and the calculated
ranges of the merger ratio shown below are those of KDR and KRR with
the investment unit value for each investment unit of the Investment
Corporation as one (1).
In the average historical unit price analysis, the base date for calculationis June 12, 2023. The simple average of the closing prices for the basedate for calculation, the period of five business days from the base date
for calculation, the one-month period, three-month period and six-month
period from the base date for calculation has been adopted.
In the future profit plans of Each REIT assumed in DCF by Nomura
Securities, there is no fiscal year in which a significant increase or
decrease in income is expected in Each REIT’s profit plan.
For details concerning the supplemental explanation regarding theassumptions and disclaimers of Nomura Securities’ analysis, please refer
to (Note 3) at the end of this section.
Valuation Approach
Average Historical Unit
Price Analysis
Comparable Trading
Multiple Analysis
DCF Analysis
Adjusted Market Value of
Net Asset Value Analysis

KDR

KRR

0.66～0.69

0.79～0.82

0.57～0.72

0.57～0.95

0.57～0.70

0.79～1.13

0.56

0.66

(Note 1) In analyzing the above merger ratio, SMBC Nikko Securities has relied on theinformation provided by Each REIT and publicly available information assumingthat all such materials and information are accurate and complete, without
independent verification of the accuracy or completeness of those materials andinformation. In addition, SMBC Nikko Securities did not make any independentvaluation, appraisal, or assessment of the assets or liabilities (including offbalance-sheet assets and liabilities and any other contingent liabilities) of Each
REIT, nor has SMBC Nikko Securities requested any such appraisal or assessment
from a third-party institution. Further, SMBC Nikko Securities has assumed that― 14 ―

the financial projections provided by Each REIT have been prepared in areasonable manner to reflect the best currently available estimates and judgments
by the management of Each REIT. The analysis of the above merger ratio by
SMBC Nikko Securities was based on the above information that was available asof June 12, 2023. SMBC Nikko Securities has prepared its analysis solely for the
Board of Directors of the Investment Corporation for the purpose ofdeliberating the Merger, and the analysis may not be relied upon or used for any
other purpose or by any other third party. In addition, SMBC Nikko Securities will
not provide any opinion or recommendation on voting by any of the unitholders ofEach REIT with respect to the Merger or any other proposed transaction.
(Note 2) In analyzing the above merger ratio, Mitsubishi UFJ Morgan Stanley Securities
has relied on the information provided by Each REIT and publicly available
information assuming that all such materials and information are accurate andcomplete, without independent verification of the accuracy or completeness of
those materials and information. In addition, Mitsubishi UFJ Morgan Stanley
Securities did not make any independent valuation, appraisal, or assessment of theassets or liabilities (including off-balance-sheet assets and liabilities and any othercontingent liabilities) of Each REIT, nor has Mitsubishi UFJ Morgan Stanley
Securities requested any such appraisal or assessment from a third-party institution.
Further, Mitsubishi UFJ Morgan Stanley Securities has assumed that the financial
projections provided by Each REIT have been prepared in a reasonable manner toreflect the best currently available estimates and judgments by the management ofEach REIT. The analysis of the above merger ratio by Mitsubishi UFJ Morgan
Stanley Securities was based on the above information that was available as ofJune 12, 2023.
Mitsubishi UFJ Morgan Stanley Securities has prepared its analysis solely for the
Board of Directors of KDR for the purpose of deliberating the Merger, and theanalysis may not be relied upon or used for any other purpose or by any other third
party. In addition, Mitsubishi UFJ Morgan Stanley Securities will not provide any
opinion or recommendation on voting by any of the unitholders of Each REIT
with respect to the Merger or any other proposed transaction.
(Note 3) In calculating the merger ratio, Nomura Securities has assumed that the publicly
available information and all information provided to Nomura Securities areaccurate and complete. Nomura Securities has not independently verified theaccuracy or completeness of such information. Nomura Securities did not makeany independent valuation, appraisal, or assessment of the assets or liabilities(including derivative products, off-balance-sheet assets and liabilities, and anyother contingent liabilities) of Each REIT (including analysis and valuation ofindividual assets or liabilities), nor has Nomura Securities requested any suchappraisal or assessment from a third-party institution. Nomura Securities assumed
that respective financial projections of Each REIT (including profit plans andother information) have been considered or prepared in a reasonable manner basedon the best currently available good-faith estimates and judgments by the
management of Each REIT. The calculations of Nomura Securities reflect the
information and economic terms and conditions obtained by Nomura Securities asof June 12, 2023. Nomura Securities has prepared its calculations for the sole
purpose of serving as a reference for the governing body of KRR to deliberate the― 15 ―

merger ratio.

(c)

Background to Calculations
As a result of discussions and negotiations over an extended period
comprehensively taking into consideration such factors as the financial
performance and state of the assets and liabilities of Each REIT, eachfuture business prospect, the merits of the Merger and the result of thefinancial analyses performed by respective financial advisors of Each
REIT, Each REIT determined that the above merger ratios are fair andexecuted the Merger Agreement.
The names of the financial advisors appointed by Each REIT are as
described in “(b) Basis for Calculation” above, and none of Each REIT
obtained an opinion from its own financial advisor.

(d)Relationships with the Financial Advisors
None of SMBC Nikko Securities, Mitsubishi UFJ Morgan
Stanley Securities and Nomura Securities is deemed a related party of
Each REIT pursuant to (i) Article 8, Paragraph 17 of the Regulation on
Terminology, Forms, and Preparation Methods of Financial Statements(Ministry of Finance Order No. 59 of November 27, 1963; including
subsequent amendments); and (ii) Article 67, Paragraph 4 of theOrdinance on Accounting at Investment Corporations (Cabinet Office
Ordinance No. 47 of 2006; including subsequent amendments, “theInvestment Corporations Accounting Ordinance”) and none of them has
any material interests to be disclosed with respect to the Merger.

(e) Measures to Ensure Fairnessi) Measures to ensure fairness in assessing the propriety of the Merger
and the merger ratio
Each REIT is entrusting its asset management functions to KFM. KFM
has organized the responsible managers (the Investment Corporation:
Head of Office REIT Department / KDR: Head of Residential REIT
Department / KRR: Head of Retail REIT Department) and asset
management departments (the Investment Corporation: Office REIT
Department / KDR: Residential REIT Department / KRR: Retail REIT
Department) consisting of different members for Each REIT
individually in assessing the Merger and providing advice and support
to the Board of Directors of Each REIT, and established a complete
system to block transmission of information by setting up an appropriate
information wall between each of the asset management department. In
addition, when it is necessary to communicate information causing
concerns over conflict of interest between each of the asset management― 16 ―

department in the course of assessing the Merger, such information iscommunicated through each of the abovementioned financial advisors
appointed by Each REIT individually, in order to prevent asset
management departments from having direct contact with each other.
In the course of assessing the Merger, each responsible manager andeach of the asset management department reported on a timely basis thestatus of its assessment to the Board of Directors of Each REIT eachcomposed of one executive director and supervisory directors (theInvestment Corporation: three persons / KDR: three persons / KRR: two
persons), whose independence from the asset management company isensured in terms of the Investment Trusts Act, and all material mattersof its assessments were deliberated and approved by the Board of
Directors of Each REIT.
In addition, since executive directors of Each REIT concurrently serve
as directors of KFM and have a conflict of interest with KFM, they havenot participated in resolutions for approval of the Merger Agreement atmeetings of the Board of Directors of Each REIT regarding the approvalof the conclusion of the Merger Agreement.
In connection with the Merger, KFM will receive management fees for
the Merger and management fees relating to the management after the
Merger takes effect from the Investment Corporation, which will be thesurviving corporation in the Merger, pursuant to the provisions of theInvestment Corporation’s articles of incorporation and the asset
management agreement with the Investment Corporation, but theamount of both fees will not be affected by the merger ratio of the
Merger.
Furthermore, the Investment Corporation appointed Anderson Mori &Tomotsune, KDR appointed Miura & Partners, and KRR appointed
Morrison & Foerster Law Offices, respectively, as its legal advisor for
the Merger, and received advice concerning the methodology andprocess relating to the procedures and decision-making process for the
Merger.
ii) Measures to ensure fairness in the calculation of the merger ratio
As described in (a) through (c) above, Each REIT has requested its
respective financial advisor to perform financial analysis in regard to
the merger ratio, and the merger ratio was determined bycomprehensively taking into account the results of such analyses
together with other factors.
In order to ensure the fairness of the Merger and for the benefit of its
unitholders, the Investment Corporation obtained from SMBC Nikko
Securities, an independent third-party financial advisor, a merger ratio― 17 ―

calculation report providing an analysis from a financial perspective
based on certain assumptions in regard to the allocation of investment
units under the Merger. Given the above, the Investment Corporation’s
Board of Directors concluded that sufficient measures have been taken
to ensure the fairness of the Merger.
In order to ensure the fairness of the Merger and for the benefit of its
unitholders, KDR obtained from Mitsubishi UFJ Morgan Stanley
Securities, an independent third-party financial advisor, a merger ratio
calculation report providing an analysis from a financial perspective
based on certain assumptions in regard to the allocation of investment
units under the Merger. Given the above, KDR’s Board of Directors
concluded that sufficient measures have been taken to ensure thefairness of the Merger.
In order to ensure the fairness of the Merger and for the benefit of its
unitholders, KRR obtained from Nomura Securities, an independent
third-party financial advisor, a merger ratio calculation reportproviding an analysis from a financial perspective based on certain
assumptions in regard to the allocation of investment units under the
Merger. Given the above, KRR’s Board of Directors concluded thatsufficient measures have been taken to ensure the fairness of the
Merger.
Each REIT did not, however, obtain written opinions (so-called“fairness opinions”) from their respective financial advisors to theeffect that the merger ratio is reasonable from a financial perspective
for their respective unitholders.
(ⅱ) Matters regarding appropriateness of provisions for unitholders’ capital of
the surviving corporation in the absorption-type merger
The amount of the total unitholders’ capital and the capital surplus of theInvestment Corporation to be increased upon the Merger shall be as follows;
provided, however, that Each REIT may change such amount upon
agreement through consultation, taking into consideration the financial
conditions of Each REIT on the day before the effective date.
(a) Unitholders’ Capital: 0 yen(b) Capital Surplus: The amount obtained by deducting the amount set
forth in (a) above from the amount of increase or
decrease in the unitholders’ equity, etc., set forthin Article 22, Paragraph 1 of the Investment
Corporations Accounting Ordinance)(2) Matters concerning the dissolving corporation in the absorption-type merger(KDR)― 18 ―

(ⅰ) Details of financial statements, asset management reports, and financial
statements of cash distributions pertaining to the final fiscal period
As described in Attachment 2 hereto.
(ⅱ) Details of material asset disposals, assumption of material debts and otherevents that materially affect the condition of assets after the last day of the
final fiscal period(a) Acquisition of assets
KDR entered into a sale and purchase agreement with KST5 Co., Ltd. dated
June 13, 2023 with respect to the acquisition of trust beneficiary interest inreal estate pertaining to one residential property (River City 21 East Towers
II), with November 1, 2023 as the scheduled acquisition date. KDR also
entered into a sale and purchase agreement with G.K. RRB dated June 13,2023 with respect to the acquisition of trust beneficiary interest in realestate pertaining to one hotel (remm roppongi building), with November 1,
2023 as the scheduled acquisition date. The execution of these acquisitions
is subject to the effectiveness of the Merger and other conditions being met.
(3) Matters concerning the dissolving corporation in the absorption-type merger(KRR)(ⅰ) Details of financial statements, asset management reports, and financial
statements of cash distributions pertaining to the final fiscal period
As described in Attachment 3 hereto.
(ⅱ) Details of material asset disposals, assumption of material debts and otherevents that materially affect the condition of assets after the last day of the
final fiscal period(a)Change of the fiscal period
In connection with the Merger, KRR has decided to submit to the general
meeting of unitholders scheduled on August 21, 2023 a proposal to amend
its articles of incorporation to change the fiscal period-ends from March 31
and September 30 (current) to April 30 and October 31. If theaforementioned amendment is approved in the general meeting ofunitholders, the last fiscal period of KRR before the effective date of the
Merger is expected to be from April 1, 2023 to October 31, 2023.

(b) Acquisition of assets
KRR entered into a sale and purchase agreement with SMFL MIRAI
Partners Company, Limited dated June 13, 2023 with respect to the― 19 ―

acquisition of trust beneficiary interest in real estate pertaining to one retailfacility (York Mart Higashi-Michinobe), with September 25, 2023 as thescheduled acquisition date.
KRR also entered into a sale and purchase agreement with SMFL MIRAI
Partners Company, Limited dated June 13, 2023 with respect to theacquisition of trust beneficiary interest in real estate pertaining to one
logistics facility (Akishima Distribution Center (Land)), with November 1,
2023 as the scheduled acquisition date. The execution of this acquisition is
subject to the effectiveness of the Merger and other conditions being met.
(4) Matters concerning the surviving corporation in the absorption-type merger(ⅰ) Details of the material asset disposals, assumption of material debts and otherevents that materially affect the condition of assets after the last day of the
final fiscal period(a) Split of investment units
The Investment Corporation decided at the Board of Directors Meeting heldon June 13, 2023, to conduct the Investment Unit Split as follows.
i)

Purpose of the Investment Unit Split
The Merger will be effected by way of an absorption-type merger with theInvestment Corporation as the surviving corporation, with KDR and KRR
having a merger ratio of 0.67 and 0.84, respectively, against one for theInvestment Corporation, before taking into account the Investment Unit
Split. However, with this merger ratio, 0.67 Investment Corporation’s
investment units will be allotted against one KDR investment unit and 0.84
Investment Corporation’s investment units will be allotted against one KRR
investment unit, resulting in a number of KDR and KRR unitholders thatwill receive Investment Corporation’s investment units of less than one unit.
For this reason, in order to enable the unitholders of KDR and KRR tocontinue to hold the Investment Corporation’s investment units after the
Merger, the Investment Corporation decided to split the Investment
Corporation’s investment units at a ratio of two investment units per one
investment unit, for the purpose of providing at least one Investment
Corporation’s investment unit to all unitholders of KDR and KRR.

ii) Method of the Investment Unit Split
The Investment Corporation will implement a two for one split of theinvestment units held by unitholders of the Investment Corporation statedor recorded on the registry of unitholders as of October 31, 2023, which isthe day before the effective date of the Merger. The Investment Unit Split― 20 ―

will take effect immediately before the Merger taking effect on November
1, 2023, which is the effective date of the Merger, provided that the merger
agreement pertaining to the Merger has not been terminated or expired by
the day before the effective date of the Merger.
(b) Disposition of assets
The Investment Corporation entered into a sale and purchase agreementwith Kenedix, Inc. dated June 13, 2023 with respect to the disposition oftrust beneficiary interest in real estate pertaining to one office building(Harajuku F.F. Building), with November 1, 2023 as the scheduled
disposition date. The Investment Corporation also entered into a sale andpurchase agreement with Kenedix, Inc. dated June 13, 2023 with respect tothe disposition of trust beneficiary interest in real estate pertaining to one
office building (KDX Nagoya Sakae Building), with November 1, 2023 as
the scheduled disposition date. The execution of these dispositions issubject to the effectiveness of the Merger and other conditions being met.

― 21 ―

Agenda Item No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments(1) Following the Merger, the corporate name of the Investment
Corporation shall be changed (Concerning Article 1 of the current
Articles of Incorporation).
(2) In relation to the Merger, the Investment Corporation plans to split its
investment units at a ratio of two investment units per one investment
unit for the purpose of providing at least one Investment
Corporation’s investment units to all unitholders of KDR and KRR.
Since the total number of investment units issued and outstanding
will increase as a result of the unit split and the Merger, theInvestment Corporation will increase the total number of issuable
investment units (Concerning Article 5, Paragraph 1 of the current
Articles of Incorporation).
(3) The Investment Corporation will newly establish a provision toconvene the General Meeting of Unitholders on July 1, 2025 or after
such date without delay, and thereafter, on July 1 of every other year
or after such date without delay, as well as a provision to convene itat any time as required by laws and regulations or otherwise
necessary (Concerning Article 9, Paragraphs 1 and 2 of the current
Articles of Incorporation).
(4) The Investment Corporation will make the necessary changes
following the enforcement of the amendment provisions set forth in
Item 3 of the Supplementary Provisions of the “Act on Arrangementof Relevant Acts Incidental to Enforcement of the Act Partially
Amending the Companies Act” (Act No. 71 of 2019) which tookeffect on September 1, 2022, and the introduction of measures forelectronic provision of reference materials for the General Meeting ofUnitholders and other information subject to the electronic provision
measures on the same date (Concerning Article 9, Paragraphs 4 and 5of the Proposed Amendments).
(5) The Investment Corporation will newly establish a provision to theeffect that a public notice of the date of the General Meeting ofUnitholders which will be held before the elapse of 25 months fromthe date of the immediately preceding General Meeting ofUnitholders which was held pursuant to the provisions of Article 9,
Paragraph 1 of the Proposed Amendments will not be required(Concerning the proviso to Article 9, Paragraph 6 of the Proposed― 22 ―

Amendments).
(6) In order to more directly reflect the intention of the unitholders, theInvestment Corporation will newly establish a provision to the effectthat, agenda to be resolved at the General Meeting of Unitholders thathave a significant impact on the management structure of theInvestment Corporation and may affect the interests of theunitholders, shall not be subject to the deemed approval set forth in
Article 93, Paragraph 1 of the Investment Trusts Act and Article 15,
Paragraph 1 of the Articles of Incorporation (Concerning Article 15,
Paragraph 2 of the Proposed Amendments).
(7) The Investment Corporation will newly establish a provision to theeffect that the term of office of executive directors and supervisory
directors may be extended or shortened to the extent provided bylaws and regulations by resolution of the General Meeting ofUnitholders (Concerning Article 20, Paragraph 2 of the current
Articles of Incorporation).
(8) In light of the fact that the audit work will increase as the size of
assets under management expands with the implementation of the
Merger, while the role and responsibility of accounting auditor are
further increasing, the Investment Corporation will change the upper
limit of the amount of compensation for the accounting auditor inorder to make it possible to adjust the amount of compensation for theaccounting auditor to a reasonable level corresponding to the audit
work for which the accounting auditor is requested (Concerning
Article 29 of the current Articles of Incorporation).
(9) The Investment Corporation will make changes to increase themaximum amount of debt financing and issuance of investment
corporation bonds as the asset size, and the outstanding balance ofdebt financing and investment corporation bonds of the Investment
Corporation thereby will expand due to the Merger (Concerning
Article 33, Paragraph 4 of the current Articles of Incorporation).
(10) Following the Merger, the Investment Corporation will make changes
to the asset types and targeted investment area of the real estateserving as the main body of real estate-related assets and the realestate backing such assets as set forth in Attachment 1 of the Articles
of Incorporation, which are the investment targets of the Investment
Corporation (Concerning “Investment Policies”, Attachment 1 of the― 23 ―

current Articles of Incorporation).
(11) In order to further expand investment opportunities and diversify
investment methods for the Investment Corporation, the Investment
Corporation will make changes to enable investment in the rights
under the investment limited partnership agreements as provided in
Article 3, Paragraph 1 of the Limited Partnership Act for Investment(Act No. 90 of 1998; as amended), and will make necessary
amendments to the investment limitations and the methods of asset
evaluation in line with such changes (Concerning “Types, Purposes
and Scope of Specified Assets Targeted for Asset Management” and“Investment Limitations” of Attachment 1, and Attachment 2 of thecurrent Articles of Incorporation).
(12) In order to establish an asset management fee structure that is moreclosely linked to the interests of unitholders and sustainability
indicators in connection with the Merger, with respect to the fee
structure of the Asset Management Company, the Investment
Corporation will (i) reduce the rate of the Asset Management Fee I,
which is a total assets based fee, (ii) change the calculation method of
the Asset Management Fee II, which is linked to the interests ofunitholders, and establish the Investment Unit Performance Fee andabolish the Asset Management Fee III, and (iii) establish the ESG
Performance-Linked Fee, which is linked to sustainability indicators,
and amend the Adjustment Provisions and make other necessarychanges accordingly (Concerning Attachment 3 of the current
Articles of Incorporation).
(13) Since the amendments to the Articles of Incorporation set forth in (1),(2), (8), (9), (10) and (12) above shall take effect subject to theMerger taking effect, the Investment Corporation will provide to that
effect in the Supplementary Provisions (Concerning Article 39 of the
Proposed Amendments).
(14) In addition to above amendments, the Investment Corporation will
make other revisions to the wording and provisions.

― 24 ―

2. Details of Amendments
Details of the amendments are as follows.
(Underlined parts indicate the proposed amendments.)
Current Articles of Incorporation
Proposed Amendments
Article 1 (Corporate Name)
Article 1 (Corporate Name)The Investment Corporation shall be named The Investment Corporation shall be named KDX
Kenedix Office Investment Corporation.
Realty Investment Corporation.
Article 5 (Total Number of Issuable Investment
Units)
1. The total number of issuable investment
units of the Investment Corporation shall be 4
million units.
2.～3.
(Details Omitted)

Article 5 (Total Number of Issuable Investment
Units)
1. The total number of issuable investment units of
the Investment Corporation shall be 20 million
units.
2.～3.
(No Change)

Article 9 (Convocation)
1. The General Meeting of Unitholders of theInvestment Corporation shall be held morethan once every two years in principle.

Article 9 (Convocation)
1. The General Meeting of Unitholders of theInvestment Corporation shall be convened on July
1, 2025 or after such date without delay, andthereafter, on July 1 of every other year or after
such date without delay.
2. In addition to the preceding Paragraph, theGeneral Meeting of Unitholders shall be convened
at any time as required by laws and regulations orotherwise necessary.
3. Unless otherwise provided by laws andregulations, and with the approval of the Board of
Directors, when there is one executive director,
said executive director shall convene the General
Meeting of Unitholders. When there are two or
more executive directors, the General Meeting ofUnitholders shall be convened by a single
executive director in accordance with the orderpredetermined by the Board of Directors.

(Newly Established)

2. Unless otherwise provided by laws andregulations, and with the approval of the Boardof Directors, when there is one executive
director, said executive director shall convene
the General Meeting of Unitholders. When
there are two or more executive directors, theGeneral Meeting of Unitholders shall be
convened by a single executive director inaccordance with the order predetermined by
the Board of Directors.
(Newly Established)
4. When convening the General Meeting ofUnitholders, the Investment Corporation shall takemeasures for electronic provision for the referencematerials for the General Meeting of Unitholders
and other information subject to the electronic
provision measures.
― 25 ―

Current Articles of Incorporation(Newly Established)

3. In order to convene the General Meeting ofUnitholders, the date of the General Meeting ofUnitholders shall be announced by two months
prior to the date of the General Meeting ofUnitholders and each unitholder shall be
notified in writing by two weeks prior to thedate of said General Meeting of Unitholders.

Article 15 (Deemed Approval)
1.
(Details Omitted)(Newly Established)

Proposed Amendments
5. The Investment Corporation may omit all or partof the matters for which the electronic provision
measures are taken, which are stipulated in theRegulation for Enforcement of the Investment
Trusts Act from the documents to be delivered tothe unitholders who have requested the delivery by
the record date for the voting rights.
6. In order to convene the General Meeting ofUnitholders, the date of the General Meeting ofUnitholders shall be announced by two months
prior to the date of the General Meeting ofUnitholders and each unitholder shall be notified
in writing or by electromagnetic means as requiredby laws and regulations by two weeks prior to thedate of said General Meeting of Unitholders.
Provided, however, that such announcement shallnot be required for the General Meeting ofUnitholders to be held before the elapse of 25months from the date of the immediately preceding
General Meeting of Unitholders which was held
pursuant to the provisions of Paragraph 1 above.
Article 15 (Deemed Approval)
1.
(No Change)
2. Notwithstanding the provisions of the preceding
Paragraph, deemed approval in the provisions of
the preceding Paragraph shall not apply to theresolutions on agenda items under Article 104,
Paragraph 1 (Dismissal of Officers and Accounting
Auditors), Article 140 (Revising the Articles ofIncorporation) (limited to the formulation, revision
or abolition of provisions concerning deemed
approval), Article 143, item 3 (Dissolution),
Article 205, Paragraph 2 (Consent to Cancellationof Entrustment Contracts for Asset Management)
or Article 206, Paragraph 1 (Cancellation of
Entrustment Contracts for Asset Management) of
the Investment Trusts Act.

― 26 ―

Current Articles of Incorporation
2. Unitholder votes that are deemed as having
approved agenda items pursuant to thepreceding Paragraph will be added to the votes
cast by attending unitholders.

Proposed Amendments
3. Unitholder votes that are deemed as having
approved agenda items pursuant to the provisionsof Paragraph 1 will be added to the votes cast byattending unitholders.

Article 20 (Directors’ Election and Term of
Office)1.
(Details Omitted)
2. The term of office of the Directors shall not
exceed two years from the time of theirelection. However, the term of office of a
Director elected to fill a vacancy or to increase
the number of Directors shall be the same as
the remaining term of the predecessor or theother incumbents.

Article 20 (Directors’ Election and Term of Office)3.

(Details Omitted)

Article 29 (Basis of the Accounting Auditor’sCompensation)
The compensation of the accounting auditor
shall not exceed 15 million yen for each fiscal
period that is subject to audit and shall be an
amount approved by the Board of Directors.
The compensation shall be paid no later thanthe last day of the month following the monthincluding receiving date of all audit reports
required by the Investment Trusts Act and otherlaws and regulations for the relevant fiscal
period.
Article 33 (Debt Financing and Investment
Corporation Bond Issue Limit)
1.～3.
(Details Omitted)
4. The maximum amount of debt financing andissuance of investment corporation bonds shallbe 1 trillion yen each, and the total amountthereof shall not exceed 1 trillion yen.

1.
(No Change)
2. The term of office of the Directors shall not
exceed two years from the time of their election.
Provided, however, this shall not preclude theshortening or extension of the term of office by aresolution of the General Meeting of Unitholders
to the extent prescribed by laws and regulations. In
addition, the term of office of a Director elected tofill a vacancy or to increase the number of
Directors shall be the same as the remaining termof the predecessor or the other incumbents.
3.
(No Change)
Article 29 (Basis of the Accounting Auditor’sCompensation)
The compensation of the accounting auditor shallnot exceed 30 million yen for each fiscal periodthat is subject to audit and shall be an amountapproved by the Board of Directors. The
compensation shall be paid no later than the last
day of the month following the month including
receiving date of all audit reports required by theInvestment Trusts Act and other laws andregulations for the relevant fiscal period.
Article 33 (Debt Financing and Investment
Corporation Bond Issue Limit)
1.～3.
(No Change)
4. The maximum amount of debt financing andissuance of investment corporation bonds shall be
2 trillion yen each, and the total amount thereof
shall not exceed 2 trillion yen.

― 27 ―

Current Articles of Incorporation
Article 35 (Cash Distributions Policies)
The Investment Corporation shall, in principle,
make distributions based on the following
policies:(1)～(4)(Details Omitted)(5) Regulations of the Investment Trusts
Association
In addition to Items (1) through (4), theInvestment Corporation shall comply with theregulations of the Investment Trusts
Association and other rules and regulations
when distributing cash.
(Newly Established)

Proposed Amendments
Article 35 (Cash Distributions Policies)
The Investment Corporation shall, in principle,
make distributions based on the following policies:(1)～(4)(No Change)(5) Regulations of the Investment Trusts
Association
In addition to Items (1) through (4), the Investment
Corporation shall comply with the regulations of
the Investment Trusts Association, and other rules
and regulations when distributing cash.
[Note] Due to a minor amendment in Japanese,
there is no effect in English.
Article 39 (Effect of Amendments of the Articles
of Incorporation)
The amendments to the Articles of Incorporation
pertaining to Articles 1, 5, 29 and 33, the“Investment Policies” in Exhibit 1, and Exhibit
3 shall take effect on the effective date of theabsorption-type merger pursuant to the merger
agreement dated June 13, 2023 between theInvestment Corporation, Kenedix Residential Next
Investment Corporation and Kenedix Retail REIT
Corporation, in which the Investment Corporation
shall be the surviving corporation, and Kenedix
Residential Next Investment Corporation and
Kenedix Retail REIT Corporation shall be thedissolving corporations. Such amendments shall be
subject to the merger taking effective. This
Paragraph shall be deleted after the amendments to
the Articles of Incorporation will take effectpursuant to this Paragraph.

Attachment 1
Asset Management Target and Policies

Attachment 1
Asset Management Target and Policies

Investment Policies

Investment Policies― 28 ―

Current Articles of Incorporation
1.When the Investment Corporation invests inReal Estate-related Assets (as defined in
Paragraph 4 under the subheading “Types,
Purposes and Scope of Specified Assets
Targeted for Asset Management” below; thesame shall apply hereafter), real estates serving
as the main body of Real Estate-related Assets
and real estate backing such assets shall be
primarily used for office buildings. Targeted
investment areas shall primarily be the Tokyo
Metropolitan Area (refers to principal urban
areas in Tokyo, Kanagawa, Saitama and Chiba
Prefectures) and Other Regional Areas (refers
to major urban cities throughout local regions,
including government-designated cities).
2.～3.
(Details Omitted)

Proposed Amendments
1.When the Investment Corporation invests in Real
Estate-related Assets (as defined in Paragraph 4
under the subheading “Types, Purposes and Scope ofSpecified Assets Targeted for Asset Management”
below; the same shall apply hereafter), the realestates serving as the main body of Real Estaterelated Assets and real estate backing such assets
shall be used for various purposes such as officebuildings, residential properties, retail facilities,
healthcare facilities, logistics facilities, hotels andothers without limiting the use. The targeted
investment area shall be in Japan.

2.～3.

(No Change)

Types, Purposes and Scope of Specified Assets Types, Purposes and Scope of Specified Assets
Targeted for Asset Management
Targeted for Asset Management
1.～3.
(Details Omitted)
4. In addition to the Real Estate Equivalents
and Securities Backed by Real Estate (Theseassets and Real Estate, etc. shall hereafter becollectively referred to as “Real Estate-related
Assets.”) detailed in the preceding two
paragraphs, the Investment Corporation shallalso be able to invest in the Specified Assets
listed in the following items:(1)～(8)(Details Omitted)(Newly Established)

5.

(Details Omitted)

Investment Limitations

1.～3.
(No Change)
4. In addition to the Real Estate Equivalents andSecurities Backed by Real Estate (These assets andReal Estate, etc. shall hereafter be collectively
referred to as “Real Estate-related Assets.”)
detailed in the preceding two paragraphs, theInvestment Corporation shall also be able to invest
in the Specified Assets listed in the following
items:(1)～(8)(No Change)(9) Rights pursuant to the investment limited
partnership agreements stipulated in Article 3,
Paragraph 1 of the Limited Partnership Act for
Investment (Act No. 90 of 1998, as amended)(“LPS Equity Interest”)
5.
(No Change)
Investment Limitations― 29 ―

Current Articles of Incorporation
1. The Investment Corporation shall invest in
the securities and monetary claims listed in
Paragraph 4 of “Types, Purposes and Scope ofSpecified Assets Targeted for AssetManagement” above with an emphasis on
safety and liquidity, and shall not invest solely
for the purpose of actively acquiring
investment profits.
2.～4.
(Details Omitted)

Proposed Amendments
1. The Investment Corporation shall invest in the
securities (excluding LPS Equity Interest) andmonetary claims listed in Paragraph 4 of “Types,
Purposes and Scope of Specified Assets Targeted
for Asset Management” above with an emphasison safety and liquidity, and shall not invest solely
for the purpose of actively acquiring investment
profits.
2.～4.
(No Change)

Purposes and Scope of Lease of Incorporated Purposes and Scope of Lease of Incorporated
AssetsAssets(Details Omitted)(No Change)

Attachment 2
Method, Standard and Reference Date for
Asset Evaluation
1. The method and standard for asset
evaluation of the Investment Corporation shallbe set out for each type of investment assets, as
follows:(1)～(3)(Details Omitted)(4) Equity in tokumei-kumiai relating to realestateEquity in tokumei-kumiai consisting of assets
falling in the category of the preceding items
above shall be appraised in accordance with themethods specified in each item. If the assets arefinancial assets, they shall be evaluated based
upon generally accepted corporate accounting
practices. After these measures are taken,
liabilities shall be deducted from the total valueof these assets to calculate the amount inproportion to the equity in the relevant
tokumei-kumiai share, and that amount shall be
the valuation.

Attachment 2
Method, Standard and Reference Date for Asset
Evaluation
1. The method and standard for asset evaluation of
the Investment Corporation shall be set out foreach type of investment assets, as follows:(1)～(3)(No Change)(4)Equity in tokumei-kumiai relating to real estateand LPS Equity Interest
Equity in tokumei-kumiai or LPS Equity Interest
consisting of assets falling in the category of thepreceding items above shall be appraised inaccordance with the methods specified in each
item. If the assets are financial assets, they shall be
evaluated based upon generally accepted corporate
accounting practices. After these measures aretaken, liabilities shall be deducted from the total
value of these assets to calculate the amount inproportion to the equity in the relevant tokumeikumiai share or the amount in proportion to theequity in the relevant LPS Equity Interest share,
and that amount shall be the valuation.

― 30 ―

Current Articles of Incorporation(5) Beneficial interest in a money trust whose
purpose is to invest the trust property mainly in
Equity in tokumei-kumiai relating to real estate
Equity in tokumei-kumiai that are trust assets
shall be appraised in accordance with thepreceding item. If the trust assets are financial
assets, they shall be evaluated based upongenerally accepted corporate accounting
practices. After these measures are taken,
liabilities shall be deducted from the total valueof these assets to calculate the amount inproportion to the share of the relevant trust
beneficiary interests, and that amount shall be
the valuation.

Proposed Amendments(5)Beneficial interest in a money trust whose
purpose is to invest the trust property mainly in
Equity in tokumei-kumiai relating to real estate or
LPS Equity Interest
Equity in tokumei-kumiai or LPS Equity Interest
that are trust assets shall be appraised inaccordance with the preceding item. If the trust
assets are financial assets, they shall be evaluatedbased upon generally accepted corporate
accounting practices. After these measures aretaken, liabilities shall be deducted from the total
value of these assets to calculate the amount inproportion to the share of the relevant trust
beneficiary interests, and that amount shall be thevaluation.
(6)～(10)(No Change)
2.If an evaluation is made using a method different
from the preceding Paragraph for the purpose ofstating the value in the asset management reports,
etc., the evaluation shall be made as follows.

(6)～(10)(Details Omitted)
2. If an evaluation is made using a method
different from the preceding Paragraph for the
purpose of stating the value in the asset
management reports, etc., the evaluation shallbe made as follows.
(1)(Details Omitted)(1)― 31 ―(No Change)Current Articles of Incorporation(2) Beneficial interest in a trust in which realestate, real estate leasehold rights, land rights,
or easements are entrusted, and Equity in
tokumei-kumiai relating to real estate
In the case where the constituent assets of thetrust property or Equity in tokumei-kumiai
consisting of assets falling in the category of
the preceding items above shall be appraised inaccordance with the methods specified in thepreceding item. If the assets are financial
assets, they shall be evaluated based upongenerally accepted corporate accounting
practices. After these measures are taken,
liabilities shall be deducted from the total valueof these assets to calculate the amount inproportion to the share of the relevant trust
beneficiary interests or the amount inproportion to the equity in the relevant
tokumei-kumiai share, and that amount shall be
the valuation.
Attachment 3
Asset Management Fees Payable to the AssetManagement Company

Proposed Amendments(2) Beneficial interest in a trust in which realestate, real estate leasehold rights, land rights oreasements are entrusted, Equity in tokumei-kumiai
relating to real estate, and LPS Equity Interest
In the case where the constituent assets of the trust
property, Equity in tokumei-kumiai or LPS Equity
Interest consisting of assets falling in the categoryof the preceding items above shall be appraised inaccordance with the methods specified in thepreceding item. If the assets are financial assets,
they shall be evaluated based upon generally
accepted corporate accounting practices. Afterthese measures are taken, liabilities shall be
deducted from the total value of these assets tocalculate the amount in proportion to the share of
the relevant trust beneficiary interests, the amountin proportion to the equity in the relevant tokumeikumiai share or amount in proportion to the equity
in the relevant LPS Equity Interest share, and thatamount shall be the valuation.
Attachment 3
Asset Management Fees Payable to the AssetManagement Company

The asset management fees that the Investment
Corporation pays to the Asset Management
Company for the management of assets
comprise Asset Management Fees I, II and III,Acquisition Fees, Disposition Fees and Merger
Fees. The actual amount or calculation method,and date of payment of the aforementioned fees
shall be as follows. The Investment
Corporation shall transfer the amount of theaforementioned fees (including consumption
tax and local consumption tax) to the accountspecified by the Asset Management Company.

The asset management fees that the Investment
Corporation pays to the Asset Management
Company for the management of assets comprise
Asset Management Fees I and II, ESG
Performance-Linked Fees, Investment Unit
Performance Fees, Acquisition Fees, Disposition
Fees and Merger Fees. The actual amount or
calculation method, and date of payment of theaforementioned fees shall be as follows. The
Investment Corporation shall transfer the amountof the aforementioned fees (including consumption
tax and local consumption tax) to the accountspecified by the Asset Management Company.
(1) Asset Management Fee I(1) Asset Management Fee I― 32 ―

Current Articles of Incorporation
The Asset Management Fee I shall be theamount arrived at when the amount of total
assets is multiplied by 0.13% (rounded down to
the nearest one yen).
The payment date of the Asset Management
Fee I shall be within the relevant fiscal period.
(2) Asset Management Fee II
The Asset Management Fee II shall be obtainedby multiplying the distributions per unit before
the deduction of Asset Management Fees II and
III by 23,000 (rounded down to the nearest oneyen).
The payment date of the Asset Management
Fee II shall be within one month from the datewhen the Board of Directors approved thefinancial statements, etc. for the relevant fiscal
period.

Proposed Amendments
The Asset Management Fee I shall be the amountarrived at when the amount of total assets is
multiplied by 0.12% (rounded down to the nearest
one yen).
The payment date of the Asset Management Fee I
shall be within the relevant fiscal period.
(2) Asset Management Fee II
The Asset Management Fee II shall be obtained bymultiplying (i) the distributable amount after the
deduction of gain on sale calculated for each
Settlement Date by (ii) earnings per unit after the
deduction of gain on sale and (iii) 0.002%(rounded down to the nearest one yen).
The payment date of the Asset Management Fee II
shall be within one month from the date when the
Board of Directors approved the financial
statements, etc. for the relevant fiscal period.

― 33 ―

Current Articles of Incorporation
Proposed Amendments(3) Asset Management Fee III(Deleted)
The Asset Management Fee III shall beobtained by subtracting (ii) simple average ofdistributions per unit before the deduction ofAsset Management Fees II and III for the mostrecent four fiscal periods from (i) the
distributions per unit before the deduction ofAsset Management Fees II and III, andmultiplying by (iii) the number of outstanding
investment units for the relevant fiscal period,
and then multiplying by (iv) 10.0% (rounded
down to the nearest one yen); provided,
however, that if the amount calculated bysubtracting (ii) simple average of distributions
per unit before the deduction of AssetManagement Fees II and III for the most recent
four fiscal periods from (i) the distributions perunit before the deduction of Asset Management
Fees II and III does not exceed zero, the AssetManagement Fee III shall be zero.
The payment date of the Asset Management
Fee III shall be within one month from the datewhen the Board of Directors approved thefinancial statements, etc. for the relevant fiscal
period.
(Newly Established)(3) ESG Performance-Linked Fee― 34 ―

Current Articles of Incorporation

Proposed Amendments
The ESG Performance-Linked Fee shall beobtained by multiplying the amount of total assets
by a multiplying factor determined based on thetable below and 0.004% (rounded down to thenearest one yen). Provided, however, that if amultiplying factor cannot be obtained because theassessment is not carried out or the assessment
criteria, etc. is changed at the discretion of theassessment organization, the multiplying factor
shall be 1.0. On the other hand, if the multiplying
factor cannot be obtained due to the circumstanceof the Investment Corporation such as notparticipating in the assessment, the multiplying
factor shall be 0.8. Even if the GRESB Real Estate
Assessment is abolished, if there are indicators thatcan be objectively judged as replacement,
including the case where the name of theassessment is only changed, the multiplying factor
shall be determined using such indicators, and if
there are not such indicators, the multiplying factor
shall be 1.0 in the calculation for the time being.
The payment date of the ESG Performance-Linked
Fee shall be within the relevant fiscal period.
GRESB
★
★
★
★
★
Real Estate★
★
★
★
Assessment
★
★
★
★
★
★
Multiplying 0.8
0.9
1.0
1.1
1.2
Factor*The multiplying factor is determined based on the
GRESB Real Estate Assessment on the Settlement
Date of the immediately preceding fiscal period.

― 35 ―

Current Articles of Incorporation(Newly Established)(4) Acquisition Fee(Details Omitted)(5) Disposition Fee(Details Omitted)(6) Merger Fee

Proposed Amendments(4) Investment Unit Performance Fee
The Investment Unit Performance Fee shall be an
amount calculated for each Settlement Date inaccordance with the following formula (rounded
down to the nearest one yen).
The payment date of the Investment Unit
Performance Fee shall be within the relevant fiscal
period.
<Formula>
total assets x (1+ excess return on investment unitsof the Investment Corporation) x 0.001%
Provided, however, that with respect to theInvestment Unit Performance Fee for the fiscal
period that includes the effective date of theabsorption-type merger pursuant to the merger
agreement dated June 13, 2023 between theInvestment Corporation, Kenedix Residential Next
Investment Corporation and Kenedix Retail REIT
Corporation, in which the Investment Corporation
shall be the surviving corporation, and Kenedix
Residential Next Investment Corporation and
Kenedix Retail REIT Corporation shall be thedissolving corporations (the “Merger”), 0 shall be
multiplied in lieu of 0.001%.
(5) Acquisition Fee(No Change)(6) Disposition Fee(No Change)(7) Merger Fee(Details Omitted)(7) Adjustment Provisions(No Change)(8) Adjustment Provisions― 36 ―

Current Articles of Incorporation① When the Investment Corporation has
acquired treasury investment units and holds
treasury investment units that are notdisposed of or are not retired at the
Settlement Date pertaining to the fiscal
period in which the Investment Corporation
has acquired such treasury investment units,
in calculating the distributions per unit before
the deduction of Asset Management Fees II
and III, the number of outstanding investment
units for the relevant Settlement Date shall becalculated as the number calculated bysubtracting the treasury investment units heldby the Investment Corporation.
② When the Investment Corporation’s
investment units have been split and thenumber of outstanding investment units has
increased, in calculating the distributions perunit before the deduction of AssetManagement Fees II and III on and after theeffective date of such split of investment
units, it shall be adjusted by multiplying by
the split ratio.
③ When the Investment Corporation’s
investment units have been split and thenumber of outstanding investment units has
increased, in calculating the simple averageof distributions per unit before the deductionof Asset Management Fees II and III for themost recent four fiscal periods on and after
the effective date of such split of investment
units, the distributions per unit before thededuction of Asset Management Fees II and
III for each fiscal period shall be adjusted
pursuant to the provisions of the above ②
on the assumption that the investment unit
spilt conducted during the most recent four
fiscal periods including the fiscal period inwhich the effective date falls has come into
effect on the first day of the first fiscal periodof the relevant four fiscal periods.

Proposed Amendments① When the Investment Corporation has
acquired treasury investment units and holds
treasury investment units that are not disposed ofor are not retired at the Settlement Date
pertaining to the fiscal period in which theInvestment Corporation has acquired suchtreasury investment units, in calculating theearnings per unit after the deduction of gain on
sale, the number of outstanding investment units
for the relevant Settlement Date shall becalculated as the number calculated bysubtracting the treasury investment units held by
the Investment Corporation.
② When the Investment Corporation’s
investment units have been split and the numberof outstanding investment units has increased, in
calculating the earnings per unit after the
deduction of gain on sale on and after theeffective date of such split of investment units, it
shall be adjusted by multiplying by the split
ratio.

― 37 ―(Deleted)

Current Articles of Incorporation④When the rights offering was made and thenumber of outstanding investment units has
increased, in calculating the distributions perunit before the deduction of AssetManagement Fees II and III on and after theissue date related to such rights offering, it
shall be adjusted by multiplying the ratio of
allocation without contribution.
(Newly Established)⑤When the rights offering was made and thenumber of outstanding investment units has
increased, in calculating the simple averageof distributions per unit before the deductionof Asset Management Fees II and III for themost recent four fiscal periods on and after
the issue date related to such rights offering,the distributions per unit before the deductionof Asset Management Fees II and III for eachfiscal period shall be adjusted pursuant to theprovisions of the above ④
on theassumption that the rights offering madeduring the most recent four fiscal periods
including the fiscal period in which the issue
date falls was made on the first day of thefirst fiscal period of the relevant four fiscal
periods.

Proposed Amendments③When the rights offering was made and thenumber of outstanding investment units has
increased, in calculating the earnings per unit
after the deduction of gain on sale on and after
the issue date related to such rights offering, it
shall be adjusted by multiplying the ratio of
allocation without contribution.
④When the split of the investment units of theInvestment Corporation was made and thenumber of outstanding investment units has
increased, in calculating the excess return on theinvestment units of the Investment Corporation
on and after the effective date of the split of theinvestment units, the final price at the time on
and after the effective date of the split shall be
adjusted by multiplying the split ratio.
⑤When the rights offering was made and thenumber of outstanding investment units has
increased, in calculating the excess return on theinvestment units of the Investment Corporation
on and after the issue date related to such rights
offering, the final price at the time after the rights
offering shall be adjusted by multiplying theratio of allocation without contribution.

― 38 ―

Current Articles of Incorporation(Newly Established)(8) Meaning of Terms

Proposed Amendments⑥ When the specific fiscal period of theInvestment Corporation exceeds or falls short of
6 months due to a change in the fiscal period set
forth in Article 34 or for any other reason, (i) the
Asset Management Fee I, ESG PerformanceLinked Fee and Investment Unit PerformanceFee shall be calculated on an annual basis of
0.24%, 0.008% and 0.002%, respectively, withan adjustment to be calculated on a daily basis
based on the actual number of days in therelevant fiscal period with 365 days per year
(rounded down to the nearest one yen), and (ii)the earnings per unit after the deduction of gainon sale in the Asset Management Fee II shall becalculated by adjusting it to the amountreasonably calculated as earnings per unit after
the deduction of gain on sale on the assumptionthat the relevant fiscal period is six months,
based on the actual number of days in the fiscal
period.
(9) Meaning of Terms― 39 ―

Current Articles of Incorporation① “Total assets” means total assets stated in
the balance sheet (limited to that approved
pursuant to the provisions of Article 131,
Paragraph 2 of the Investment Trusts Act) for
the Investment Corporation ’ s Settlement
Date immediately prior to the first day of the
fiscal period that is subject to AssetManagement Fee I for each fiscal period.

(Newly Established)

Proposed Amendments① “Total assets” means total assets (less anamount equal to unamortized positive goodwill)stated in the balance sheet (limited to thatapproved pursuant to the provisions of Article
131, Paragraph 2 of the Investment Trust Act; thesame shall apply hereafter) for the Investment
Corporation’s Settlement Date immediately prior
to the first day of the fiscal period that is subject
to Asset Management Fees for each fiscal period.
Provided, however, that in relation to thecalculation of the Asset Management Fee I for
the fiscal period that includes the effective dateof the Merger, it shall mean the total amount ofassets stated in the balance sheet of theInvestment Corporation for the Settlement Date
immediately preceding the first day of therelevant fiscal period, plus the appraised value
based on the appraisal by a real estate appraiser
with the price as of October 31, 2023 for the realestate, etc. owned by Kenedix Residential Next
Investment Corporation and Kenedix Retail
REIT Corporation.
② “Distributable amount after the deduction ofgain on sale” means the amount after
compensating the amount of loss carriedforward, if any, in the net income before tax (theamortization of goodwill shall be added and thegain on negative goodwill shall be excluded)
before the deduction of the Asset Management
Fee II (including non-deductible consumption
taxes related to the Asset Management Fee II)
after deduction of the final gain on sale for the
relevant fiscal period, which is calculated foreach fiscal period of the Investment Corporation
subject to the Asset Management Fee II, in
accordance with generally accepted corporate
accounting practices.

― 40 ―

Current Articles of Incorporation
Proposed Amendments② “Distributions per unit before the ③ “Earnings per unit after the deduction of gain
deduction of Asset Management Fees II and on sale” means the amount calculated using theIII” means the amount calculated using the following formula for each of the Investment
following formula for each of the Investment Corporation’s fiscal periods that is subject toCorporation’s fiscal periods that is subject to Asset Management Fee II (rounded down to the
Asset Management Fees II or III (rounded nearest one yen):<Formula>
down to the nearest one yen):
Earnings per unit after the deduction of gain on<Formula>
Distributions per unit before the deduction of sale = A/BAsset Management Fees II and III = A/B
A: Distributable amount after the deduction of
A: When there is a loss carried forward, the gain on sale calculated for each Settlement Dateamount calculated by subtracting the loss B: The number of outstanding investment units
carried forward from net income for the at the relevant Settlement Dateperiod before the deduction of AssetManagement Fees II and III for the relevant
fiscal period
B: The number of outstanding investment
units at the Settlement Date for the relevant
fiscal period(Deleted)③ “Net income for the period before thededuction of Asset Management Fees II andIII” means the net income for the period
before taxes and before the deduction ofAsset Management Fees II and III of eachfiscal period of the Investment Corporation
subject to Asset Management Fees II and III,as calculated pursuant to generally accepted
corporate accounting practices (including
consumption taxes that are not subject todeduction for the relevant fees).
④(Details Omitted)④(No Change)(Deleted)⑤ “Simple average of distributions per unit
before the deduction of Asset Management
Fees II and III for the most recent four fiscal
periods” means the distributions per unit
before the deduction of Asset Management
Fees II and III for the most recent four fiscal
periods including each of the Investment
Corporation’s fiscal period that is subject toAsset Management Fee III simply averaged
for each of the relevant fiscal periods.
― 41 ―

⑥
⑦
⑧
⑨
⑩
⑪
⑫
⑬

Current Articles of Incorporation(Details Omitted)(Details Omitted)(Details Omitted)(Details Omitted)(Details Omitted)(Details Omitted)(Details Omitted)(Details Omitted)(Newly Established)

Proposed Amendments⑤(No Change)⑥(No Change)⑦(No Change)⑧(No Change)⑨(No Change)⑩(No Change)⑪(No Change)⑫(No Change)⑬ “Excess return on the investment units of theInvestment Corporation” means the amountcalculated in accordance with the following
formula for each fiscal period of the Investment
Corporation subject to the Investment Unit
Performance Fee.
<Formula>
The excess return on the investment units of theInvestment Corporation shall be A-B.
A: {(Number of additional investment units
purchased through reinvestment of dividends forthe fiscal period immediately preceding the firstday of the relevant fiscal period of theInvestment Corporation +1) x the final price(meaning the closing price, and if there is no
closing price, the indicative price (the lowest ask
price or the highest bid price published; if bothare published, the middle rate of the two prices);hereafter the same shall apply in this ⑬) of theinvestment units on the last business day of theprevious fiscal period / the final price of theinvestment units as of the last business day of theperiod before the previous fiscal period -1} x 100
B: {The final price of the TSE REIT Index
including dividends (“TSE REIT Index(Including Dividends)”) published by Tokyo
Stock Exchange, Inc. (“TSE”) on the lastbusiness day of the previous fiscal period / TSE
REIT Index (Including Dividends) on the lastbusiness day of the period before the previous
fiscal period -1} x 100― 42 ―

Current Articles of Incorporation(Newly Established)

Proposed Amendments
Provided, however, that if the final price of the
TSE REIT Index (Including Dividends) cannot
be obtained due to reasons such as the fact that
the TSE REIT Index (Including Dividends) is not
published by TSE, the final price of the TSE
REIT Index (Including Dividends) shall becalculated using the value calculated by theInvestment Corporation in accordance with thecalculation method of the TSE REIT Index(Including Dividends) published at the latest
time of the relevant fiscal period.
⑭“Final price” means the closing price or, if
there is no closing price, the indicative price (thelowest ask price or the highest bid pricepublished; if both are published, the middle rateof the two prices).

― 43 ―

Agenda Item No. 3: Election of One (1) Executive Director
This is to request to once again appoint one Executive Director as of the effective
date of the Merger subject to the Merger taking effect, because Executive
Director Hiroaki Momoi has tendered his resignation as of the end of the day
before the effective date of the Merger in order to adjust his term of office subject
to the Merger taking effect.
Concerning Agenda Item No. 3, the term of office of an Executive Director shallbe from the effective date of the Merger until the end of July, 2025, as stipulated
in the proviso of Article 20, Paragraph 2 of the amended Articles of Incorporation.
Agenda Item No. 3 was unanimously approved for submission by all Supervisory
Directors of the Investment Corporation at a Board of Directors meeting held on
July 19, 2023.
The candidate for the Executive Director position is as follows.
Name(Birth Date)

Main Brief Personal History(Corporate names are based on the names of therelevant corporations at the relevant point in time.)
April 1999

Hiroaki Momoi(December 17, 1975)

Nippon Life Insurance
Company
May 2008
Secured Capital Japan Co., Ltd.
August 2014
Kenedix, Inc.
Seconded to Kenedix Real Estate
Fund Management, Inc.
April 2018
Head of Planning Division,
Office REIT Department,
Kenedix Real Estate FundManagement, Inc.
November 2021 Head of Strategic Planning,
Office REIT Department andGeneral Manager (Office REIT)
of Strategic Planning
Department, Kenedix Real
Estate Fund Management, Inc.
November 2021 Executive Director, Kenedix
Office Investment Corporation
May 2022
Head of Strategic Planning,
Office REIT Department andHead (Office REIT) of Strategic
Planning Department, Kenedix
Real Estate Fund Management,
Inc.
January 2023
Executive Director, Kenedix
Office Investment Corporation(current position)

Number of theInvestment
Corporation’s
Investment
Units Held

― 44 ―

0 unitJanuary 2023

Director, Chief Operating
Officer and Head of Office
REIT Department, Kenedix
Real Estate Fund Management,
Inc. (current position)

・Corporate names are in principle based on the names of the relevant corporations at therelevant point in time. The same shall apply hereinafter.
・The abovementioned Executive Director candidate is currently Director, Chief
Operating Officer and Head of Office REIT Department of Kenedix Real Estate FundManagement, Inc., with which the Investment Corporation has concluded the AssetManagement Agreement.
・There is no special interest between the Investment Corporation and the candidate otherthan as stated above.
・The abovementioned Executive Director candidate is currently executing overallbusiness operations of the Investment Corporation as the Executive Director of theInvestment Corporation.
・The Investment Corporation has concluded an officers’ liability insurance contract withan insurance company pursuant to Article 116-3, Paragraph 1 of the Investment Trusts
Act, and the Investment Corporation will compensate for damages, litigation expenses,
and other damages incurred by the insured as a result of receiving a claim for damages
arising from an act performed by the insured in connection with his or her business as an
officer of the Investment Corporation to the extent provided in the insurance contract.
The abovementioned Executive Director candidate is currently included as an executive
director among the insureds under the relevant insurance contact, and in the event thatthe abovementioned Executive Director candidate is appointed as executive director,
such candidate shall be once again included among the insureds under the relevant
insurance contract. In addition, it is intended that upon the expiration of the relevant
insurance contract, the same type of contract will be entered into again.

― 45 ―

Agenda Item No. 4: Election of One (1) Alternate Executive Director
This is to request the new appointment of one Alternate Executive Director as ofthe effective date of the Merger, subject to the Merger taking effect, in order toavoid a situation where there is a vacancy in the office of Executive Director or asituation where there are fewer Executive Directors than the number designatedby the relevant regulatory requirements.
Furthermore, the period during which the resolution on the appointment of one
Alternate Executive Director under this Agenda Item remains effective shall befrom the effective date of the Merger (being the date of appointment of the
Executive Director under Agenda Item No. 3) until the end of July, 2025, when
the term of office of the said Executive Director expires, pursuant to theprovisions in the text of Article 20, Paragraph 3 of the Articles of Incorporation,subject to approval being obtained for Agenda Item No. 3.
The Investment Corporation may cancel the appointment of an Alternate
Executive Director by a resolution of the Board of Directors meeting only before
the inauguration.
Agenda Item No. 4 was unanimously approved for submission by all Supervisory
Directors of the Investment Corporation at a Board of Directors meeting held on
July 19, 2023.
The candidate for the Alternate Executive Director position is as follows.

Name(Birth Date)

Main Brief Personal History(Corporate names are based on the names of therelevant corporations at the relevant point in time.)

Number of theInvestment
Corporation’s
Investment
Units Held

Moyuru Watanabe(March 23, 1971)

April 1994
The Bank of Tokyo, Ltd.
December 1997 Seconded to Ministry ofInternational Trade and Industry
April 2004
Y's Therapeutics Co., Ltd.
April 2006
New City Corporation
December 2008 Kenedix, Inc.
May 2011
Head of Finance & Accounting
Department of Kenedix, Inc.
October 2013
Auditor, Space Design Inc.
March 2014
Auditor, Kenedix Property
Management, Inc.
March 2015
Executive Officer, Head of Finance& Accounting Department ofKenedix, Inc.
July 2015
Auditor, Kenedix Engineering, Inc.

0 unit― 46 ―

June 2017
June 2018

Auditor, Bit Realty, Inc.
Auditor, Kenedix Investment
Partners, Inc.
February 2020 Head of Retail REIT Department,
Kenedix Real Estate FundManagement, Inc.
February 2020 Executive Director, Kenedix Retail
REIT Corporation (current position)
March 2020
Director, Chief Operating Officer
and Head of Retail REIT
Department, Kenedix Real Estate
Fund Management, Inc. (current
position)・The abovementioned Alternate Executive Director candidate is currently Director, Chief
Operating Officer and Head of Retail REIT Department of Kenedix Real Estate FundManagement, Inc., with which the Investment Corporation has concluded the AssetManagement Agreement.
・There is no special interest between the Investment Corporation and the candidate otherthan as stated above.
・The abovementioned Alternate Executive Director candidate is currently executing
overall business operations of KRR as the Executive Director of KRR.
・The Investment Corporation has concluded an officers’ liability insurance contract withan insurance company pursuant to Article 116-3, Paragraph 1 of the Investment Trusts
Act, and the Investment Corporation will compensate for damages, litigation expenses,
and other damages incurred by the insured as a result of receiving a claim for damages
arising from an act performed by the insured in connection with his or her duties as an
officer of the Investment Corporation to the extent provided in the insurance contract. In
the event that the candidate is appointed as executive director, such candidate shall be
newly included among the insureds under the relevant insurance contract. In addition, it
is intended that upon the expiration of the applicable insurance contract, the same typeof contract will be again entered into again.

― 47 ―

Agenda Item No. 5: Election of Four (4) Supervisory Directors
This is to request the new appointments of four Supervisory Directors as of theeffective date of the Merger, subject to the Merger taking effect, as two
Supervisory Directors, Yoshihiro Morishima and Takahiro Seki, have tendered
their resignation as of the end of the day before the effective date of the Merger,
subject to the Merger taking effect, and also given that Supervisory Director
Akiko Tokuma has tendered her resignation as of the end of the day before theeffective date of the Merger, subject to the Merger taking effect, in order toadjust her term of office.
In this Agenda Item, the term of office of Supervisory Directors shall be from theeffective date of the Merger until the end of July 2025, as stipulated in the proviso
of Article 20, Paragraph 2 of the amended Articles of Incorporation.
The candidates for the four Supervisory Director positions are as follows.
Number of theMain Brief Personal History
Investment
Candidate
Name(Corporate names are based on the names of the
Corporation’sNo.
(Birth Date)relevant corporations at the relevant point in
Investment
time.)
Units Held
April 1996
Director, Tokuma Consulting
K.K.
October 1998
Chuo Audit Corporation
April 2002
Registered as a certified
public accountant
August 2007
Ernst & Young ShinNihon
October 2010
Tokuma Certified Public
Accountants’ Office (current
Akiko Tokuma
position)(Name on family register:1
0 unitAkiko Iwasaki)
February 2011 Registered as a certified(November 14, 1973)
public tax accountant
January 2015
Tokuma Tax Accountants’
Corporation
November 2020 Partner of Tokuma Tax
Accountants’ Corporation
February 2022 Supervisory Director, Kenedix
Office Investment Corporation(current position)― 48 ―

April 2022

April 2022

Representative Partner ofTokuma Tax Accountants’
Corporation (current
position)
Representative Director,
Tokuma Consulting K.K.
(current position)― 49 ―

Number of theMain Brief Personal History
Investment
Candidate
Name(Corporate names are based on the names of the
Corporation’sNo.
(Birth Date)relevant corporations at the relevant point in
Investment
time.)
Units Held
April 1986
Technical Official,
Ministry of Health andWelfareMay 1986
Registered the license in
the medical register
June 1996
Director, Programme on
Technology Transfer,
Western Pacific Regional
Office (WPRO), World
Health Organization(WHO)
August 2002
Director-General, Healthand Welfare, Okayama
Prefecture
July 2004
Director, Clinical training
for physicians office,Medical Professions
Osamu Utsunomiya
20 unitDivision, Health Policy(September 28, 1960)
Bureau, Ministry of Health,Labour and Welfare
April 2009
Visiting Professor, Keio
University School of
Medicine (current position)
September 2009 Director, Division of the
Health for the Elderly,
Health and Welfare Bureau
for the Elderly, Ministry of
Health, Labour andWelfareSeptember 2012 Director, Medical
Economics Division,
Health Insurance Bureau,
Ministry of Health, Labourand Welfare― 50 ―

July 2014

Director-General, Planningand Strategy Bureau andDirector-General,
International Health
Cooperation, National
Center for Global Healthand Medicine
June 2016
Director-General, Narita
Airport Quarantine Station,
Ministry of Health, Labourand Welfare
July 2017
Minister's Secretariat forEnvironmental Health andFood Safety, Minister’s
Secretariat, Ministry of
Health, Labour andWelfareJuly 2018
Director-General of HealthService Bureau, Ministryof Health, Labour andWelfareJuly 2019
Retired from Ministry of
Health and Welfare
October 2019
Vice Chairman, Medical
Corporation KEN-IKU
KAIMay 2020
Director, Japan Associationof Rehabilitation Hospitaland Institution
June 2021
Director, Japan
Architectural Hygiene
Management Education
CenterNovember 2021 Supervisory Director,
Kenedix Residential Next
Investment Corporation(current position)― 51 ―

July 2023

Chairman, Japan
Architectural Hygiene,
Management Education
Center (current position)― 52 ―

Candidate
No.

3

Number of theInvestment
Main Brief Personal History
Name(Corporate names are the names of the relevant Corporation’s(Birth Date)corporations at the relevant point in time.)
Investment
Units Held
April 1999
Registered as a lawyer (Daiichi Tokyo Bar Association)
April 1999
Komatsu Koma & Nishikawa
Law Office
April 2000
Freshfields Bruckhaus
Deringer LLP
July 2017
Member of the Basic Subcommittee of Labour
Policy Council, Ministry of
Akiko Yamakawa
0 unit(April 5, 1973)
Health, Labour and Welfare(current position)
September 2017 Partner, Vanguard Lawyers
Tokyo (current position)
July 2018
Supervisory Director, Kenedix
Retail REIT Corporation(current position)
June 2020
Outside Auditor, TIS Inc.
(current position)― 53 ―

Number of theMain Brief Personal History
Investment
Candidate
Name(Corporate names are based on the names of the
Corporation’sNo.
(Birth Date)relevant corporations at the relevant point in
Investment
time.)
Units Held
April 1978
Sumitomo Life Insurance
Company
July 1987
Seconded to Sumitomo Life
Realty (N.Y.), Inc. as Vice
President and Los Angeles
Branch Manager
April 1994
Assistant General Manager,
Real Estate Department,
Sumitomo Life Insurance
Company
October 1997
Personal Loan Division
Chief, Personal Loan
Department (Head Office),the same
April 2000
Senior Assistant General
Manager, Real Estate
Department, the same
Satoru Yamanaka
4
May 2001
0 unitSeconded to Nippon Building(February 13, 1954)
Fund Management, Ltd. as
Director and Chief Operating
Officer
April 2006
General Manager, Real Estate
Department, Sumitomo Life
Insurance Company
January 2007
Executive Director and SeniorVice President, New City
Corporation
September 2008 Representative Director &President, LaSalle Investment
Advisors K.K.
May 2010
Advisor, Canal Investment
Trust Co., Ltd.
October 2010
Managing Director, Heiwa
Real Estate AssetManagement Co., Ltd.
― 54 ―

June 2016

Managing Director andInvestment Management
Division General Manager,
the same
July 2018
President and Representative
Director, MUL Realty
Advisers Company Limited
November 2018 Executive Officer, MULPrivate REIT Inc.
・There is no special interest between the Investment Corporation and the four candidates.
・The abovementioned Supervisory Director candidate, Akiko Tokuma, is currently
supervising the overall exercise of duties of the Investment Corporation’s Executive
Director.
・The abovementioned Supervisory Director candidate, Osamu Utsunomiya, is currently
supervising the overall exercise of duties of KDR’s Executive Director as Supervisory
Director of KDR, which is one of the parties of the Merger.
・The abovementioned Supervisory Director candidate, Akiko Yamakawa, is currently
supervising the overall exercise of duties of KRR’s Executive Director as Supervisory
Director of KRR, which is one of the parties of the Merger.
・The Investment Corporation has concluded an officers’ liability insurance contract withan insurance company pursuant to Article 116-3, Paragraph 1 of the Investment Trusts
Act, and the Investment Corporation will compensate for damages, litigation expenses,
and other damages incurred by the insured as a result of receiving a claim for damages
arising from an act performed by the insured in connection with his or her duties as an
officer of the Investment Corporation to the extent provided in the insurance contract.
The abovementioned Supervisory Director candidate, Akiko Tokuma, is currently
included among the insureds under the relevant insurance contract as supervisory
director, and in the event such candidate is appointed as supervisory director, she willcontinue to be included among the insureds under the relevant insurance contract. In
addition, in the event that the abovementioned Supervisory Director candidates, Osamu
Utsunomiya, Akiko Yamakawa, and Satoru Yamanaka are appointed as supervisory
directors, such candidates shall be newly included among the insureds under the
relevant insurance contract. It is intended that upon the expiration of the applicableinsurance contract, the same type of contract will be entered into again.

― 55 ―

Reference Matter
Rules and regulations identified under “Deemed Approval,” as stipulated under
Article 93, Paragraph 1 of the Investment Trusts Act and Article 15 of the current
Articles of Incorporation, will not apply to any agendum submitted to the General
Meeting of Unitholders if such agendum conflict in intent with any otheragendum. The Investment Corporation believes that Agenda Item No. 1 throughNo. 5 do not conflict in intent.

― 56 ―