Translation of Japanese OriginalDecember 14, 2021
To All Concerned Parties
REIT Issuer:
Kenedix Office Investment Corporation
Hiroaki Momoi, Executive Director(Securities Code: 8972)
Asset Management Company:
Kenedix Real Estate Fund Management, Inc.
Masahiko Tajima, President & CEO
Inquiries:
Hiroaki Momoi
Head of Strategic Planning,
Office REIT Department
TEL: +81-3-5157-6010

Notice Concerning Changes to the Articles of Incorporation and Appointment of Directors
Kenedix Office Investment Corporation (“the Investment Corporation”) has announced that its Board of Directors
held a meeting today and resolved to submit proposals on changes to its Articles of Incorporation and theappointment of directors to its Eleventh General Meeting of Unitholders, to be held on January 28, 2022.
The following matters shall take effect upon approval by the said General Meeting of Unitholders. Details are set
forth below.
1. Changes to the Articles of Incorporation
Reasons for changes are as follows:(1) Following changes to the method of valuing securities and rights pertaining to derivative transactions atfair value in accordance with the announced ASBJ Statement No. 30 (“Accounting Standard for
Measurement of Fair Value”) and ASBJ Statement No. 10 (“Accounting Standard for Financial
Instruments”), including the relevant newly enacted or revised accounting standards, guidance, etc., theInvestment Corporation will change the relevant provisions in its Articles of Incorporation (concerning
Attachment 2 of the current Articles of Incorporation).
(2) The following changes will be made to the Asset Management Fee payable to the Asset Management
Company (concerning Attachment 3 of the current Articles of Incorporation):(i)With regard to the Acquisition Fee, in the midst of the intense competition for acquisitions withcompetitors in the real estate market, the operational burden in terms of information-gathering,
investigation of targeted real estate to be acquired, and adjustments to the terms and conditions ofvarious contracts has increased significantly in recent times. However, the rate to be multiplied by
the acquired value for determining the Acquisition Fee has remained unchanged since theestablishment of the Investment Corporation. Accordingly, such rate will be raised from 0.5% to1.0% to bring the amount of the Acquisition Fee to a level that is commensurate with theincreased operational burden. Additionally, in consideration of the fact that there is no particulardifference in the operational burden on the Asset Management Company related to the acquisitionof real estate whether the real estate is acquired from interested parties or third parties (i.e., otherthan interested parties), the provisions on the rate applicable to acquisitions from interested parties
will be abolished in order to bring the amount of the Acquisition Fee to a level that iscommensurate with the relevant operational burden.
(ii)
With regard to the Disposition Fee, the provision on the rate of Disposition Fee, which has been
calculated by multiplying the disposition value by a rate of up to 0.5% regardless of the profit orloss from the disposition, will be abolished. A new performance-based rate will be put in place,under which a portion of final profits (if any) on disposition during the relevant business period
will be paid as the Disposition Fee. This will strengthen the alignment of interests with theUnitholders.
1(3) In addition to the above, changes to expressions and amendments to wording, such as correction of errors,
text revisions, deletion of unnecessary provisions or otherwise shall be made.

(For more details regarding changes to the Investment Corporation’s Articles of Incorporation, please referto the “Notice Concerning the Eleventh General Meeting of Unitholders”, attached hereto.)
2. Appointment of Directors
The reasons for this proposal are as follows:(1) The request for the appointment of one (1) new Executive Director (Candidate: Hikaru Teramoto) as ofFebruary 1, 2022, is because the term of office of Hiroaki Momoi as Executive Director will expire as ofJanuary 31, 2022.
(2) The request for the appointment of one (1) new Alternate Executive Director (Candidate: Hiroaki Momoi)
as of February 1, 2022 is for purposes of avoiding the situation of having a vacancy in the office of
Executive Director or of having fewer Executive Directors than the number designated by the relevant
regulatory requirements.
(3) The request for the appointment of three (3) Supervisory Directors (Candidates: Yoshihiro Morishima,
Takahiro Seki, and Akiko Tokuma [(name in family register: Akiko Iwasaki)]) as of February 1, 2022, isbecause the term of office of Shiro Toba, Yoshihiro Morishima and Takahiro Seki as Supervisory Directors
will expire as of January 31, 2022.
(For more details regarding the appointment of directors, please refer to the “Notice Concerning the
Eleventh General Meeting of Unitholders”, attached hereto.)
3. Schedule
December 14, 2021

Approval by the Board of Directors of proposals submitted to the Eleventh General
Meeting of Unitholders

December 24, 2021

Notice of Convocation of the Eleventh General Meeting of Unitholders (Scheduled)

January 28, 2021

The Eleventh General Meeting of Unitholders (Scheduled)[Attachment] Notice Concerning the Eleventh General Meeting of Unitholders
The Investment Corporation’s website: https://www.kdo-reit.com/en/
This notice is the English translation of the Japanese announcement on our website released on December 14, 2021. However,no assurance or warranties are given for the completeness or accuracy of this English translation.

2

(Securities Code: 8972)
December 24, 2021

To Our Investors

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

Notice Concerning the Eleventh General Meeting of Unitholders
You are cordially invited to attend the Eleventh General Meeting of Unitholders 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 Meetingof Unitholders” set forth below, vote on the proposals in the enclosed Voting Rights Exercise Form, and return it
by no later than 5:00 p.m. January 27, 2022 (Thursday).
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. Accordingly, if you are unable to attend the Meeting and are unable to vote using the Voting Rights
Exercise Form, please note that you will be deemed as having attended the meeting and approved each of the agenda.
(Excerpt from the Investment Corporation’s Current Articles of Incorporation)
Article 15 (Deemed Approval)
1. A unitholder’s non-attendance at the General Meeting of Unitholders and non-voting shall be deemed as theunitholder’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 be omitted).
2. Unitholder votes that are deemed as having approved agenda items pursuant to the preceding Paragraph will be
added to the votes cast by attending unitholders.
Respectfully yours.
1. Date and Time
2:00 p.m., January 28, 2022 (Monday)(Attendees will be allowed into the venue from 1:30 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: Changes to the Articles of Incorporation
Agenda Item No. 2: Election of One (1) Executive Director
Agenda Item No. 3: Election of One (1) Alternate Executive Director
Agenda Item No. 4: Election of Three (3) Supervisory Directors

1------------------------------------------------------------------------------------------------------------------------------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 holding voting rights andattending the General Meeting of Unitholders act as their proxies. In such a case, please submit a Power ofRepresentation Form and a 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)
・ When it is necessary to revise the matters to be described in the Reference Materials for the General Meeting ofUnitholders up to the day before the General Meeting of Unitholders, we will post the revisions on theInvestment Corporation’s website (https://www.kdo-reit.com/en/).
・ The Asset Management Status Briefing that was held after the previous General Meeting of Unitholders by
Kenedix Real Estate Fund Management, Inc., the Investment Corporation’s asset management company, will
not be held this time in order to shorten the time spent by investors at the meeting venue. We appreciate yourunderstanding.
・ Please kindly note that no gifts will be handed out to investors attending the Eleventh General Meeting ofUnitholders.

2Regarding the measures to the new coronavirus infection (COVID-19)
In light of the COVID-19 infections in Japan, the Investment Corporation plans to take the following measuresin reference to the “Q&A Concerning Operation of General Meetings of Shareholders” (including subsequent
revisions) published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on April 2,
2020, in order to prevent the COVID-19 infections at the general unitholders’ meeting. The Investment
Corporation requests for the understanding and cooperation of our unitholders.
(Requests to Unitholders)・ Voting rights at the general unitholders’ meeting may also be exercised in writing. In order to reduce the risk ofinfections, those with cold-like symptoms, the elderly, those with underlying medical conditions and those whoare pregnant are recommended not to attend the general unitholders’ meeting and to exercise their voting rights
by advance mailing of the enclosed Voting Rights Exercise Form.
・ Unitholders who do not fall under the categories mentioned above are also requested to consider exercising theirvoting rights in writing in order to reduce the risk of infections.

(Requests to Unitholders who will attend)・ Please note in advance that in order to take necessary measures to prevent the COVID-19 infections, we may
restrict attendance at the meeting venue on the day of the meeting.
・ The Investment Corporation would appreciate the understanding of our unitholders that candidates for the
positions of executive director, supervisory director and alternative executive director, and the management staff
at the general unitholders’ meeting will be wearing masks and will speak with their masks on.
・ The Investment Corporation would like to ask our unitholders to wear masks to the meeting venue. and toclean hands with alcohol sanitizers at the reception desk.
・ We will conduct body temperature checks at the entrance of the meeting venue. Please note in advance thatunitholders with symptoms such as cough or temperatures of 37.5°C or higher at the time of measurement may
be refused participation at the general unitholders’ meeting.
・ Please note in advance that the management staff may approach those who seem to be unwell during the generalunitholders’ meeting and may ask them to leave their seats.
・ The Investment Corporation would appreciate your understanding that in addition to the above, necessary
measures may be taken from the perspective of maintaining order at the general unitholders’ meeting andpreventing the COVID-19 infections.

Depending on any new developments, the general unitholders’ meeting may be postponed or the meeting venue
may be changed, and the above measures may be changed. In such a case, please check the notification postedon the Investment Corporation’s website (https://www.kdo-reit.com/en/).

3

Reference Material for the General Meeting of Unitholders
Agenda and Reference Matter
Agenda Item No. 1: Changes to the Articles of Incorporation
1. Reasons for the Changes(1) Following changes to the method of valuing securities and rights pertaining to derivativetransactions at fair value in accordance with the announced ASBJ Statement No. 30 (“AccountingStandard for Measurement of Fair Value”) and ASBJ Statement No. 10 (“Accounting Standard for
Financial Instruments”), including the relevant newly enacted or revised accounting standards,
guidance, etc., the Investment Corporation will change the relevant provisions in its Articles ofIncorporation (concerning Attachment 2 of the current Articles of Incorporation).
(2) The following changes will be made to the Asset Management Fee payable to the AssetManagement Company (concerning Attachment 3 of the current Articles of Incorporation):(i)With regard to the Acquisition Fee, in the midst of the intense competition for acquisitions withcompetitors in the real estate market, the operational burden in terms of information-gathering,
investigation of targeted real estate to be acquired, and adjustments to the terms and conditionsof various contracts has increased significantly in recent times. However, the rate to be
multiplied by the acquired value for determining the Acquisition Fee has remained unchanged
since the establishment of the Investment Corporation. Accordingly, such rate will be raised
from 0.5% to 1.0% to bring the amount of the Acquisition Fee to a level that is commensuratewith the increased operational burden. Additionally, in consideration of the fact that there is no
particular difference in the operational burden on the Asset Management Company related to theacquisition of real estate whether the real estate is acquired from interested parties or third parties(i.e., other than interested parties), the provisions on the rate applicable to acquisitions frominterested parties will be abolished in order to bring the amount of the Acquisition Fee to a levelthat is commensurate with the relevant operational burden.
(ii)With regard to the Disposition Fee, the provision on the rate of Disposition Fee, which has been
calculated by multiplying the disposition value by a rate of up to 0.5% regardless of the profit
or loss from the disposition, will be abolished. A new performance-based rate will be put inplace, under which a portion of final profits (if any) on disposition during the relevant businessperiod will be paid as the Disposition Fee. This will strengthen the alignment of interests with
the Unitholders.
In
addition to the above, changes to expressions and amendments to wording, such as correction(3)of errors, text revisions, deletion of unnecessary provisions or otherwise shall be made.

4

2. Details of Amendments
Details of the amendments are as follows.
Current Articles of Incorporation
Attachment 2
Method, Criteria and Record Date for Asset Evaluation(Underlined parts indicate the amendments made.)
Proposed Amendments
Attachment 2
Method, Criteria and Record Date for Asset Evaluation

1. The Investment Corporation’s method and criteria for
asset evaluation shall be based on the type of investment
assets, as follows:(1)～(5)(Details Omitted)(6) Securities
If there is a market price for the relevant securities, suchmarket price shall be used. Securities without market priceshall be evaluated by a value that is reasonably calculated.

1. The Investment Corporation’s method and criteria for
asset evaluation shall be based on the type of investment
assets, as follows:(1)～(5)(No Change)(6) Securities
If there is a market price for the relevant securities, suchmarket price shall be used. Shares, etc. without market
price shall be evaluated by their original acquisition price.

(7)

(7)

(Details Omitted)(No Change)(8) Rights relating to derivative transactions① Claims and liabilities due to transactions in respectof derivatives listed on the financial instruments
exchange
To be evaluated by the value calculated based on the
final price of the relevant financial instruments
exchange (i.e., closing price, and if there is no closing
price, the indicative price (i.e., the lowest publicizedbearish price or the highest publicized bullish price,
and if both are publicized, the median rate of thetwo)). If there is no closing price as of the relevantdate, the value shall be evaluated based on the final
price as of the most recent date.
② Claims and liabilities due to transactions of nonlisted derivatives without the quotation of a financial
instruments exchange
Value shall be calculated by a reasonable method of
calculation that is equivalent to the determination ofmarket price. Value shall be evaluated based on
acquisition value only when it is deemed to be
exceedingly difficult to calculate a fair evaluation
price.
③ Notwithstanding the above, hedge accounting may
be applied for transactions recognized as hedgetransactions in accordance with generally accepted
corporate accounting practices.

(8) Rights relating to derivative transactions① Claims and liabilities due to transactions ofderivatives shall be evaluated by the actual cash
value thereof(9)～(10)2.～3.

(9)～(10)
2.～3.

(Deleted)② Notwithstanding the above, hedge accounting may
be applied for transactions recognized as hedgetransactions in accordance with generally accepted
corporate accounting practices.

(Details Omitted)(Details Omitted)

5(No Change)(No Change)Current Articles of Incorporation
Attachment 3
Asset Management Fees Payable to
the Asset Management Company

Proposed Amendments
Attachment 3
Asset Management Fees Payable to
the Asset Management Company

The asset management fees that the Investment
Corporation pays to the Asset Management Company forthe management of assets comprise Asset Management
Fees I, II and III, Acquisition Fees, Disposition Fees andMerger Fees. The actual amount, calculation method, anddate of payment of the aforementioned fees shall be as
follows. The Investment Corporation shall transfer anamount equivalent to the aforementioned fees (including
consumption taxes) to the account specified by the AssetManagement Company.

The asset management fees that the Investment
Corporation pays to the Asset Management Company forthe management of assets comprise Asset Management
Fees I, II and III, Acquisition Fees, Disposition Fees andMerger Fees. The actual amount, calculation method, anddate of payment of the aforementioned fees shall be as
follows. The Investment Corporation shall transfer anamount equivalent to the aforementioned fees (including
consumption taxes) to the account specified by the AssetManagement Company.

(1)～(3)(Details Omitted)(4) Acquisition Fee
If the Investment Corporation acquires any specified
assets, the amount of Acquisition Fee payable shall be theacquisition value (excluding national and local
consumption taxes and any acquisition-related costs)
multiplied by 0.5% (rounded down to the nearest one yen).
In addition, in the case of an acquisition of any specified
assets from interested parties (as provided for in theregulations regarding transactions with interests of theAsset Management Company), the amount of Acquisition
Fee payable shall be the acquisition value (excluding
national and local consumption taxes and any acquisitionrelated costs) multiplied by 0.25% (rounded down to thenearest one yen).
The payment date of the Acquisition Fee shall be within
one month from the date of acquisition of the relevant
assets by the Investment Corporation.

(1)～(3)(No Change)(4) Acquisition Fee
If the Investment Corporation acquires any specified
assets, the amount of Acquisition Fee payable shall be theacquisition value (excluding national and local
consumption taxes and any acquisition-related costs)
multiplied by 1.0% (rounded down to the nearest one yen).

The payment date of the Acquisition Fee shall be within
one month from the date of acquisition of the relevant
assets by the Investment Corporation.

(5) Disposition Fee
If the Investment Corporation disposes of any specified
assets, the amount of Disposition Fee payable shall be thedisposition value (excluding national and local
consumption taxes and any disposition-related costs)
multiplied by a rate not exceeding 0.5% (rounded down to
the nearest one yen).

(5) Disposition Fee
If the Investment Corporation disposes of any specified
assets during a business period, and the final gain on saleis realized during the relevant business period as a result
thereof, the amount of Disposition Fee payable in respectof the relevant business period shall be the final gain onsale multiplied by 10.0% (rounded down to the nearest oneyen). If no final gain on sale is realized during the relevantbusiness period, the Disposition Fee shall be nil.

The Disposition Fee shall be paid within one month fromthe date of disposition of the relevant assets by theInvestment Corporation.

The Disposition Fee shall be paid within one month fromthe approval of the Board of Directors for the financial
statements of the relevant business period.

6

Current Articles of Incorporation(6)～(7)(Details Omitted)(8) Meaning of Terms
The terms set forth below in this Attachment shall have thefollowing meanings.
①～②(Details Omitted)③ “Net income for the period before payment of AssetManagement Fees II and III” means the net income forthe period before taxes and before payment of AssetManagement Fees II and III of each business period of
the Investment Corporation for which AssetManagement Fees II and III, as calculated pursuant togenerally accepted corporate accounting practices(including consumption taxes that are not subject todeduction for the relevant fees), are payable; provided,
however, that the net income for the period before
payment of Asset Management Fees II and III for thebusiness period before the day immediately prior to
May 1, 2018 shall mean net income before taxes andbefore payment of Asset Management Fee II for the
relevant business period (including consumption taxes
that are not subject to deduction for the relevant fees).
④～⑥(Details
Omitted)⑦ “The date of disposition of the relevant assets by theInvestment Corporation” means the effective date of thetransfer of ownership and other rights regarding thespecified assets subject to Disposition Fee.

⑧～⑬

Proposed Amendments(6)～(7)(No Change)(8) Meaning of Terms
The terms set forth below in this Attachment shall havethe following meanings.
①～②(No Change)③ “Net income for the period before payment of AssetManagement Fees II and III” means the net income forthe period before taxes and before payment of AssetManagement Fees II and III of each business period of
the Investment Corporation for which AssetManagement Fees II and III, as calculated pursuant togenerally accepted corporate accounting practices(including consumption taxes that are not subject todeduction for the relevant fees).

④～⑥(No Change)⑦ “Final gain on sale” mean the amount calculated bydeducting (ii) from (i) below if, during the businessperiod in which the date of disposition of specified
assets by the Investment Corporation occurred, (i) the
total disposition value of the specified assets disposedof during the relevant business period (excluding
national and local consumption taxes and dispositionrelated costs) exceeds (ii) the total book value
immediately prior to the effective date of the transfer ofownership and other rights of each of the specified
assets that are disposed of during the relevant businessperiod.
⑧～⑬(No Change)(Details Omitted)

7Agenda Item No. 2: Election of One (1) Executive Director
This is to request the appointment of one Executive Director as of February 1, 2022 because Hiroaki Momoi’s termof office as Executive Director will expire as of January 31, 2022.
Concerning Agenda Item No. 2, the term of office of an Executive Director shall be two years, commencing February
1, 2022 as stipulated under Article 20, paragraph 2 of the current Articles of Incorporation.
Agenda Item No. 2 was unanimously approved for submission by all Supervisory Directors of the Investment
Corporation at a Board of Directors meeting held on December 14, 2021.
The candidate for the Executive Director position is as follows
Name(Birth Date)

Main Brief Personal History

April 1994
July 2000
April 2001
September 2007
June 2010
June 2012

August 2012

October 2013

February 2014
Hikaru Teramoto(November 5, 1970)

March 2017
March 2017
March 2017
September 2017
September 2017
October 2017
March 2019
August 2021

The Sakura Bank, Limited
Sakura Securities, Co., Ltd.
Daiwa Securities SMBC Co. Ltd.
Goldman Sachs Japan Co., Ltd.
Goldman Sachs Realty Japan, Ltd.
Section Head of Finance, Financial
Planning Department, Kenedix REITManagement, Inc
Director, Head of Financial Planning
Department, Kenedix REIT Management,
Inc.
Head of Planning Division, KRI Fund
Department, Kenedix Real Estate FundManagement, Inc.
Head of Planning Division, Office REIT
Department, Kenedix Real Estate FundManagement, Inc.
Head of Corporate Planning Department,
Kenedix, Inc.
Director, Japan Senior Living Partners Co.,
Ltd. (part-time)
Director, CRE REIT Advisers, Inc. (parttime)
Director, Kenedix Property Management,
Inc. (part-time)
Director, Kenedix Engineering, Inc. (parttime)
Director, CRE, Inc. (part-time)
Executive Officer, Head of Corporate
Planning Department, Kenedix, Inc.
General Manager, Corporate Department,
Kenedix Real Estate Fund Management,
Inc.

8

Number of theInvestment
Corporation’s
Investment
Units Hold0 UnitNovember 2021

•
•

•
•

Director and COO, Head of Office REIT
Department, Head of Corporate
Department, Kenedix Real Estate FundManagement, Inc. (current position)
Corporate names are in principle based on the names of the relevant corporations at the relevant point in time.
The same shall apply hereinafter.
The abovementioned Executive Director candidate is currently the Director and COO, Head of Office REIT
Department, and Head of Corporate Department of Kenedix Real Estate Fund Management, Inc., with which
the Investment Corporation has concluded the Asset Management Agreement.
There is no special interest between the Investment Corporation and the candidate other than as stated above.
The Investment Corporation has concluded an officers' liability insurance contract with an insurance company
pursuant to Article 116-3, Paragraph 1 of the Act on Investment Trust and Investment Corporation, and theInvestment 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 its business as an officer of the Investment Corporation to the extent provided in the insurance contract. In
the event that the abovementioned Executive Director candidate is appointed as executive director, suchcandidate shall be 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 type of contract will be entered into again.

9Agenda Item No. 3: Election of One (1) Alternate Executive Director
This is to request the appointment of one Alternate Executive Director as of February 1, 2022 in order to avoid asituation where there is a vacancy in the office of Executive Director or a situation where there are fewer Executive
Directors than the number designated by 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 be from February 1, 2022 (being the date of appointment of the Executive Director under Agenda Item No. 2)
until January 31, 2024, when the term of office of the said Executive Director expires, pursuant to the provisions in
the text of Article 20, paragraph 3 of the current Articles of Incorporation, subject to approval being obtained for
Agenda Item No. 2.
The Investment Corporation may cancel the appointment of an Alternate Executive Director by a resolution of theBoard of Directors meeting only before the inauguration.
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 December 14, 2021.
The candidate for the Alternate Executive Director position is as follows.
Name(Birth Date)

Brief Personal History

April 1999
May 2008
August 2014

Number of theInvestment
Corporation’s
Investment
Units Hold

Nippon Life Insurance Company
Secured Capital Japan Co., Ltd.
Kenedix, Inc., seconded to Kenedix Real
Estate Fund Management, Inc.
Manager of Planning Division, Office
REIT Department and Finance &Accounting Department, Kenedix Real
Estate Fund Management, Inc.
January 2017
Senior Manager of Planning Division,
Office REIT Department and Finance &Accounting Department, Kenedix RealHiroaki Momoi
0 Unit(December 17, 1975)
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 and General Manager (OfficeREIT) of Strategic Planning Department,
Kenedix Real Estate Fund Management,
Inc. (current position)
November 2021 Executive Director, Kenedix Office
Investment Corporation (current position)• The abovementioned Alternate Executive Director candidate is currently Head of Strategic Planning, Office
REIT Department and General Manager (Office REIT) of Strategic Planning Department of Kenedix Real Estate
Fund Management, Inc., with which the Investment Corporation has concluded the Asset Management
Agreement.
• There is no special interest between the Investment Corporation and the candidate other than as stated above.
• The abovementioned Alternate Executive Director candidate is currently executing the overall business
operations of the Investment Corporation as the Executive Director of the Investment Corporation.
10

•The Investment Corporation has concluded an officers' liability insurance contract with an insurance company
pursuant to Article 116-3, Paragraph 1 of the Act on Investment Trust and Investment Corporation, and theInvestment Corporation will compensate for damages, litigation expenses, and other damages incurred by the
insured that may result from any 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 Alternate Executive Director candidate is currently included as an executive director under
the relevant insurance contract, and in the event that the abovementioned Alternate Executive Director candidate
is appointed as an executive director, such candidate shall continue to be 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 type of contract will be again entered into again.

11

Agenda Item No. 4: Election of Three (3) Supervisory Directors
This is to request the appointments of three Supervisory Directors as of February 1, 2022 because the terms of officeof Shiro Toba, Yoshihiro Morishima and Takahiro Seki as Supervisory Directors will expire as of January 31, 2022.
Concerning Agenda Item No. 4, the term of office of Supervisory Directors shall be two years commencing February
1, 2022 as stipulated under Article 20, paragraph 2 of the current Articles of Incorporation.
The candidates for the three Supervisory Director positions are as follows.
CandidateNo.

Name(Birth Date)

Brief Personal History

The Mitsubishi Trust and Banking
Corporation, Machida Branch
July 1977
Transferred to Real Estate Division
October 1982
Transferred to Gotanda Branch
January 1985
Transferred to Shibuya Branch
March 1985
Registered as a real estate appraiser
February 1992 Transferred to Real Estate Division
February 1994 Transferred to Takamatsu Branch as aVice President
External assignment to Ryoushin
October 1996
Jyutaku Hanbai Kabushikigaisha as
an Executive Director / Senior Sales
Director
February 1999 General Manager, Tokyo Business
Division VI, The Mitsubishi Trustand Banking Corporation
October 2000
Transferred to Real Estate Appraisal
Yoshihiro Morishima
Division as a General Manager(January 24, 1951)
April 2001
Guest Professor, Faculty of Real
Estate Sciences / Department of Real
Estate Sciences, Meikai University
April 2002
Transferred to Real Estate Consulting
Division as a General Manager, The
Mitsubishi Trust and Banking
Corporation
September 2003 Left The Mitsubishi Trust andBanking Corporation
Adviser, Tokyo Association of Real
April 2006
Estate Appraisers (current position)
April 2011
Officer, Morishima Consulting Officeof Real Estate
March 2012
Supervisory Director, Kenedix Realty
Investment Corporation (currently
Kenedix Office Investment
Corporation) (current position)
February 2014 Representative Director, Y.K. Island
Forest (current position)

Number of theInvestment
Corporation’s
Investment
Units Hold

April 1974

1

12

0 UnitCandidate
No.

Name
(Birth Date)

Brief Personal History

June 20142

3

External Auditor, Dreamvisor
Holdings, Inc. (current position)
September 2016 Adviser, Housing Improvement &Development Corporation
Foundation (current position)
October 2016
Officer, Morishima Consulting Officeof Real Estate (current position)
April 2019
Adviser, Yonden Business Co.,Inc.
(current position)
April 1989
Goldman Sachs (Japan) Corp.
April 1990
S.G.Warburg Securities (Japan) Inc.
January 1991
Left S.G.Warburg Securities (Japan)
Inc.
April 1997
Registered as a member of Tokyo Bar
Association
Associate, Law Offices of Kataoka &Kobayashi
November 2000 Executive Officer and Head of Legal
Takahiro Seki
Office, GE Fleet Services
Corporation(June 19, 1966)
May 2001
Director and Head of Legal Office,
GE Fleet Services Corporation
February 2002 Associate, Miyakezaka Sogo Law
Offices
June 2002
Partner, Miyakezaka Sogo Law
Offices (current position)
February 2014 Supervisory Director, Kenedix Office
Investment Corporation (current
position)
March 1996
Director, Tokuma Consulting K.K.
(current position)
October 1998
Chuo Audit Corporation
March 2002
Registered as a certified public
accountant
Akiko Tokuma(Name on
August 2007
Ernst & Young ShinNihon
family register: October 2010
Tokuma Certified Public
Akiko Iwasaki)
Accountants’ Office (current(November 14, 1973)
position)
February 2011 Registered as a certified public tax
accountant
January 2015
Tokuma Tax Accountants’
Corporation (current position)

Number of theInvestment
Corporation’s
Investment
Units Hold13

0 Unit0 UnitCandidate
No.

•
•
•

Name
(Birth Date)

Brief Personal History

Number of theInvestment
Corporation’s
Investment
Units Hold

November 2020 Employee of Tokuma Tax
Accountants’ Corporation (current
position)
There is no special interest between the Investment Corporation and the three candidates.
The abovementioned Supervisory Director candidates, Yoshihiro Morishima and Takahiro Seki, are currently
supervising the overall exercise of duties of the Investment Corporation’s Executive Director.
The Investment Corporation has concluded an officers' liability insurance contract with an insurance company
pursuant to Article 116-3, Paragraph 1 of the Act on Investment Trust and Investment Corporation, and theInvestment Corporation will compensate for damages, litigation expenses, and other damages incurred by the
insured that may result from any 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.
Two of the abovementioned Supervisory Director candidates, Yoshihiro Morishima and Takahiro Seki, arecurrently included among the insureds under the relevant insurance contract as supervisory directors, and in theevent such candidates are appointed as supervisory directors, they will continue to be included among theinsureds under the relevant insurance contract. In addition, in the event that one of the abovementioned
Supervisory Director candidates, Akiko Tokuma, is appointed as supervisory director, such candidate shall be
newly included among the insureds under the relevant insurance contract. It is intended that upon the expirationof the applicable insurance contract, the same type of contract will be entered into again.

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Reference Matter
Rules and regulations identified under “Deemed Approval,” as stipulated under Article 93, paragraph 1 of the Act
on Investment Trusts and Investment Corporations 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 anyother agendum. The Investment Corporation believes that Agenda 1 through 4 do not conflict in intent.

15