(Securities Code: 8972)
December 13, 2019

To Our Investors
Jiro Takeda
Executive Director
Kenedix Office Investment Corporation
2-1-6 Uchisaiwaicho, Chiyoda-ku, Tokyo

Notice Concerning the Tenth General Meeting of Unitholders
You are cordially invited to attend the Tenth General Meeting of Unitholders of Kenedix Office
Investment Corporation (“the Investment Corporation”). The Meeting will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing. Please review the“Reference Material for the General Meeting of Unitholders” mentioned below, vote on the proposals in
the enclosed Voting Rights Exercise Form, and return it by no later than 5:00 p.m. January 24, 2020
(Friday).
In addition, the Investment Corporation established the provision of “deemed approval” in Article 15 of
the 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 voteusing the Voting Rights Exercise Form, please be aware that you will be deemed as having attended andapproved each agenda.
(Excerpt from the Investment Corporation’s Current Articles of Incorporation)
Article 15 (Deemed Approval)
1. Unitholder non-attendance at the General Meeting of Unitholders and non-voting shall be deemed as
unitholder approval of agenda items submitted to the General Meeting of Unitholders (when multiple
agenda items have been submitted, if any are contradictory, said agenda items shall be omitted).
2. The unitholder votes deemed as having approved agenda items according to the preceding Paragraphwill be added to the votes cast by attending unitholders.
1. Date and Time
10:00 a.m., January 27, 2020 (Monday)(start accepting 9:30 a.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 Agendas:
Agenda No. 1: Changes to the Articles of Incorporation
Agenda No. 2: Election of One (1) Executive Director
Agenda No. 3: Election of One (1) Alternate Executive Director
Agenda No. 4: Election of Three (3) Supervisory Directors1---------------------------------------------------------------------------------------- --------------------------------------(Requests)
・ For those attending the meeting, please present the enclosed Voting Rights Exercise Form at thereception desk.
・ For those voting by proxy, a unitholder can vote by having another individual unitholder who holds
voting rights attend the General Meeting of Unitholders and act as proxy. In that case, please submit aPower of Representation Form and a Voting Rights Exercise Form at the reception desk.
・ Upon attendance, once again please bring this notice for resource-saving.
(Information)
・ When it is necessary to revise the matters to be described in the Reference Materials for the General
Meeting of Unitholders by the day before the General Meeting of Unitholders, we will post therevisions on the Investment Corporation’s website (https://www.kdo-reit.com/en/).
・ After the General Meeting of Unitholders, Kenedix Real Estate Fund Management, Inc., theInvestment Corporation’s asset management company, plans to present the Asset Management StatusBriefing.

2Reference Material for the General Meeting of Unitholders
Agenda and Reference Matter
Agenda No. 1: Changes to the Articles of Incorporation
1. Reasons for the Changes(1) With regard to asset management fees to the Asset Management Company, the Investment
Corporation shall newly establish the necessary provisions concerning Merger Fees in the eventthat the Investment Corporation conducts a merger, the Asset Management Company surveys andappraises some assets held by other investment corporations and conducts other business relating
to a merger (concerning Attachment 3 of the current Articles of Incorporation).
(2) In addition to the above, expression changes and text revisions shall be made due to a change innotation of date from Japanese calendar to western one and so on.
2. Details of Amendments
Details of amendments are as follows.
(Underlined parts are amended.)
Proposed Amendments

Current Articles of Incorporation
Attachment 3
Asset Management Fees tothe Asset Management Company

Attachment 3
Asset Management Fees tothe Asset Management Company

The asset management fees that the Investment
Corporation pays to the Asset Management Company forthe management of assets are comprised of AssetManagement Fees I, II and III, Acquisition Fees, andDisposition Fees. The actual amount, calculation method,and date of payment of aforementioned fees shall be asfollows. 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 are comprised of AssetManagement Fees I, II and III, Acquisition Fees,Disposition Fees and Merger Fees. The actual amount,calculation method, and date of payment ofaforementioned fees shall be as follows. The Investment
Corporation shall transfer an amount equivalent to theaforementioned fees including consumption taxes to theaccount specified by the Asset Management Company.

(1)～(5)(Details Omitted)(1)～(5)(Newly Established)(6) Merger Fee
In the event that the Investment Corporation merges withanother investment corporation, and the AssetManagement Company surveys and appraises someassets held by such other investment corporation andconducts other business relating to the merger, and themerger takes effect, the amount of the Merger Fee shallbe paid by multiplying the appraisal value of real estaterelated assets held by the other investment corporation at
the effective date of the merger and a rate of up to 1.0%
(rounded down to the nearest one yen).
The payment date of the Merger Fee shall be within threemonths from the effective date of merger.

(6) Adjustment Provisions(Details Omitted)(7) Meaning of Terms
The terms set forth below in this Attachment shall havethe following meanings.
①～⑫(Details Omitted)(Newly Established)(7) Adjustment Provisions(No Change)(8) Meaning of Terms
The terms set forth below in this Attachment shall havethe following meanings.
①～⑫(No Change)⑬“Merger” is a general term for consolidation-typemerger and absorption-type merger.

3(No Change)

Agenda No. 2: Election of One (1) Executive Director
This is to request the appointment of one Executive Director as of February 1, 2020 since Jiro Takeda hasoffered to expediently resign from Executive Director as of January 31, 2020, in order to adjust the termof office.
Concerning Agenda No. 2, the term of office of an Executive Director shall be two years, commencing
February 1, 2020 as stipulated under Article 20, paragraph 2 of the current Articles of Incorporation.
Agenda No. 2 was unanimously approved for submission by all Supervisory Directors of the Investment
Corporation at a Board of Directors meeting held on December 13, 2019.
The candidate for the Executive Director position is as follows
Name(Birth Date)

Brief Personal History

April 1993
August 2000
October 2002
May 2005
May 2014
Jiro Takeda(March 8, 1969)

March 2017

April 2018

1.

2.

3.
4.

The Sumitomo Trust and Banking Co., Ltd.
Sanko Estate Co., Ltd.
GMAC Commercial Mortgage Japan, K. K.
Vice President, Asset Management Division,
Hudson Japan K. K.
Head of Fund Management Team 1, FundManagement Department, Kenedix, Inc.
Head of Planning Division, Office REIT
Department, Kenedix Real Estate FundManagement, Inc.
Director and COO, Head of Office REIT
Department,
Kenedix Real Estate Fund Management, Inc.
(current position)
Executive Director, Kenedix Office Investment
Corporation (current position)

Number of theInvestment
Corporation’sInvestment
Units Hold0 Unit

Corporate names are in principle stated at that time. With regards to the Investment Corporation,
corporate names are stated at that time of the inaugurations and current ones are noted in brackets.
The same shall apply hereinafter.
The abovementioned Executive Director candidate is currently the Director and COO, Head of Office
REIT 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 theabove.
The abovementioned Executive Director candidate is currently executing the overall business of theInvestment Corporation as the Executive Director of the Investment Corporation.

4

Agenda No. 3: Election of One (1) Alternate Executive Director
This is to request the appointment of one Alternate Executive Director in preparation to avoid the case ofhaving a vacancy of or fewer Executive Directors than those designated by the relevant regulatory
requirements. Furthermore, the period during which the resolution on the appointment of one Alternate
Executive Director under this Agenda remains effective shall be until January 31, 2022, when the term ofoffice of the Executive Director under Agenda No. 2 expires, pursuant to the provisions in the text ofArticle 20, paragraph 3, subject to approval for Agenda No. 2.
Allow us to be able to cancel the appointment by the resolution of a Board of Directors meeting about
effect of appointment of an Alternate Executive Director only before the inauguration.
Agenda No. 3 was unanimously approved for submission by all Supervisory Directors of the Investment
Corporation at a Board of Directors meeting held on December 13, 2019.
The candidate for the Alternate Executive Director position is as follows.
Name(Birth Date)

Brief Personal History

Number of theInvestment
Corporation’sInvestment
Units Hold

Nippon Life Insurance Company
Secured Capital Japan Co., Ltd.
Kenedix, Inc., seconded to Kenedix Real
Estate Fund Management, Inc.
Hiroaki Momoi
Planning Division, Office REIT Department
0 Unit(December 17, 1975)
and Finance & Accounting Department
April 2018
Head of Planning Division, Office REIT
Department, Kenedix Real Estate FundManagement, Inc. (current position)
1. The abovementioned Alternate Executive Director candidate is currently the Head of Planning
Division, Office REIT Department of Kenedix Real Estate Fund Management, Inc., with which theInvestment Corporation has concluded the Asset Management Agreement.
2. There is no special interest between the Investment Corporation and the candidate other than theabove.
April 1999
May 2008
August 2014

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Agenda No. 4: Election of Three (3) Supervisory Directors
This is to request appointments of three Supervisory Directors as of February 1, 2020 since Shiro Toba,
Yoshihiro Morishima and Takahiro Seki have offered to expediently resign from Supervisory Directors asof January 31, 2020, in order to adjust the term of office.
Concerning Agenda No. 4, the term of office of Supervisory Directors shall be two years commencing
February 1, 2020 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
October 1989
March 1993
January 1997
May 2002
April 2004

1Shiro Toba
(March 21, 1967)January 2005

May 2005

June 2019

April 1974
July 1977
October 1982
January 1985
March 1985
February 1992
February 1994
2Yoshihiro Morishima(January 24, 1951)

October 1996

February 1999
October 2000
April 2001

Chuo Shinko Audit Corporation
Registered as a Japanese certified
public accountant
Established Toba Public Accounting
Office (current position)
Registered as a Japanese certified tax
accountant
Director, Majestec Corporation(current position)
Representative Director, Minori
Accounting Co., Ltd. (currentposition)
Supervisory Director, Kenedix
Realty Investment Corporation(currently Kenedix Office
Investment Corporation) (currentposition)
External Director, Chilled & Frozen
Logistics Holdings Co.,Ltd. (currentposition)
The Mitsubishi Trust and Banking
Corporation, Machida BranchTransferred to Real Estate Division
Transferred to Gotanda BranchTransferred to Shibuya Branch
Registered as a real estate appraiser
Transferred to Real Estate Division
Transferred to Takamatsu Branch as aVice President
External assignment to Ryoushin
Jyutaku Hanbai Kabushikigaisha as
an Executive Director / Senior Sales
Director
General Manager, Tokyo Business
Division VI, The Mitsubishi Trustand Banking Corporation
Transferred to Real Estate Appraisal
Division as a General Manager
Guest Professor, Faculty of RealEstate Sciences / Department of Real
Estate Sciences, Meikai University

6

Number of theInvestment
Corporation’sInvestment
Units Hold0 Unit

0 UnitCandidate
No.

Name(Birth Date)

Brief Personal History
April 2002

2Transferred 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
Yoshihiro Morishima
Investment Corporation (currently(January 24, 1951)
Kenedix Office InvestmentCorporation) (current position)
February 2014 Representative Director, Y.K. Island
Forest (current position)
June 2014
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)

Number of theInvestment
Corporation’s
Investment
Units Hold

April 1989
April 1990
January 1991

0 UnitGoldman Sachs (Japan) Corp.
S.G.Warburg Securities (Japan) Inc.
Left S.G.Warburg Securities (Japan)
Inc.
April 1997Registered as a member of Tokyo Bar
AssociationAssociate, Law Offices of Kataoka &Kobayashi
November 2000 Executive Officer and Head of Legal
Office, GE Fleet Services
Takahiro Seki
30 UnitCorporation(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 (currentposition)
1. There is no special interest between the Investment Corporation and the candidates.
2. The abovementioned Supervisory Director candidates are currently supervising the overall exercise ofduties of the Investment Corporation’s Executive Director.

7Reference Matter
Regarding agendas to be submitted to the General Meeting of Unitholders, rules and regulations
identified in “Deemed Approval,” which are stipulated under Article 93, paragraph 1 of the Act on
Investment Trusts and Investment Corporations and Article 15 of the current Articles of Incorporation,
shall not be applied to any of the agendas concerned if there are agendas that are, in intent, conflictingwith each other. The Investment Corporation believes that Agendas 1 through 4 do not present any
conflict in intent.

8