(Securities Code Number: 3278)(Date of Notice) August 1, 2023
(Commencement Date of Electronic Provision Measures) July 20, 2023

To Our Unitholders
Tetsu Kawashima
Executive Director
Kenedix Residential Next Investment Corporation
2-1-6, Uchisaiwaicho, Chiyoda-ku, Tokyo

Notice Concerning the Eighth General Meeting of Unitholders
You are cordially invited to attend the Eighth General Meeting of Unitholders of Kenedix Residential
Next 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, and return it by no later than 5:00 p.m. Friday, August 18, 2023.
In addition, the Investment Corporation has established a “deemed approval” provision in Article 15 ofits 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 deemedas the unitholder’s approval of the agenda items submitted to the General Meeting of Unitholders(provided that when submitted 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.
In holding the Meeting, the Investment Corporation has taken measures to electronically provide
reference materials for the Meeting and has uploaded “Notice Concerning General Meeting ofUnitholders” on the “General Meeting of Unitholders” page on its website. Please visit and refer to thelink below.
Investment Corporation’s website:
https://www.kdr-reit.com/en/
The Investment Corporation has also uploaded its reference materials for the Meeting on the Tokyo Stock
Exchange (“TSE”) website. To access the reference materials, please visit the TSE website and search
the entity name “Kenedix Residential Next Investment Corporation” or the security code “3278,” 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― 1 ―1. Date and Time
10:30 a.m., Monday, August 21, 2023
(Attendees will be allowed into the venue from 10:00 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 Agenda:
Agenda Item No. 1: Approval of the Merger Agreement
Agenda Item No. 2: Termination of the Asset Management Agreement with Kenedix Real Estate
Fund Management, Inc.
Agenda Item No. 3: Partial amendments to the Articles of Incorporation
Agenda Item No. 4: Election of One (1) Executive Director
Agenda Item No. 5: Election of One (1) Alternate Executive Director
Agenda Item No. 6: Election of Three (3) Supervisory Directors-----------------------------------------------------------------Note:(Requests)
・ For those attending the Meeting, please present the enclosed Voting Rights Exercise Form at thereception desk.
・ Unitholders voting by proxy can vote by having another individual unitholder who holds voting rights
attend the Meeting and act as their proxies. In such a case, please submit a Power of Representation
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)
・ If neither approval nor disapproval of a proposal is indicated in a Voting Rights Exercise Form
returned to the Investment Corporation, it shall be counted 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 theMeeting, the Investment Corporation will post the relevant 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, the Investment Corporation may takemeasures in order to prevent the COVID-19 infections at the Meeting.

― 2 ―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, Kenedix Office Investment Corporation (“KDO”), the Investment Corporation and
Kenedix Retail REIT Corporation (“KRR”; and KDO, the Investment Corporation 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 KDO will be the surviving corporation and theInvestment Corporation and KRR will be the dissolving corporations in the merger (the “Merger”), andexecuted a merger agreement (the “Merger Agreement”) to that effect. All unitholders are requested toagree 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, and its economic and social activities are being
normalized. However, there are uncertain factors in the economic conditions in and outside Japansuch as changes in the global affairs, emergence of geopolitical risks and effects of economic
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 bymajor 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 for rising operational costs due to inflation and the fear forthe rise in the long-term interest rates due to future changes of the monetary policies by the Bankof Japan.
The asset management company of Each REIT, Kenedix Real Estate Fund Management, 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, and changed its corporate name tothe current name of the asset management company. Each REIT has received sponsor support from
Kenedix, Inc., the parent company of KFM, and its group companies and has achieved operational
results.
KDO was listed on the J-REIT market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock
Exchange”) in July 2005, as “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, KDO
amended its management guidelines to convert its diversified REIT into office specialized REIT in
December 2006. Moreover, KDO clarified its plan to build a portfolio centered on mid-sized officebuildings and amended its articles of incorporation to change the corporate name to the current
name of KDO in February 2014.
KDO has increased the size of its assets to 97 properties and the total acquisition price of 453.3
billion yen (excluding the silent 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 bymainly investing in and managing mid-sized office buildings in Tokyo Metropolitan Area where
economic activities are densely integrated with abundant tenant demand and rich stocks ofproperties.
The Investment Corporation 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 total acquisition price of 30.4 billion yen. In March
2018, the Investment Corporation undertook an absorption-type merger, whereby the Investment
Corporation 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 incorporation in order to add
healthcare facilities and hotels to its main investment target in addition to the existing residential
properties.
The Investment Corporation mainly invests in residential properties and healthcare facilities which― 3 ―are spaces where people live and stay. the Investment Corporation has increased the size of its assets
to 182 properties and a total acquisition price of 304.2 billion yen (as of April 30, 2023) through aperiod of approximately 11 years after it was listed, by investing in and managing the real estates
which are expected to have a strong demand from tenants or users and gain stable and lasting profitsin 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 are located within residential districts or
adjacent to major roads or streets and provide daily goods and services, and began operations witha 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 ofsupply chain such as the growth of e-commerce, add distribution centers that provide products thatcomplements 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 total acquisition price of 270.3
billion yen (as of April 30, 2023) through a period of approximately 8 years after it was listed, byinvesting in and managing shopping centers and distribution centers that are expected to contributeto improve 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 thecontinued growth of investment assets by leveraging each characteristic.
However, the real estate market’s evaluations of the mid-sized office buildings, which are KDO’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 KDO are significantly below NAV per unit due to the concern for the market
outlook regarding secondary vacancies and rent decline due to large supplies of large officebuildings, and there are limited opportunities for external growth that involve public offering.
Therefore, there are issues with ensuring continued future growth. As for the Investment
Corporation, although the Investment Corporation has conducted public offerings for fiveconsecutive years, there is the possibility that the acquisition competition may escalate and theacquisition opportunities may decrease due to the relatively stable profitability of residential
properties, and recently unit price is below NAV per unit. Moreover, the Investment Corporation’s
LTV is relatively high in the J-REIT market, and the Investment Corporation 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, andthere are issues such as limited room for the future internal growth as a whole due to the long-term
fixed rents.
Moreover, Each REIT is watching the trends of interest levels and price levels such as costs ofutilities, which may have an impact on the profitability of their portfolios in the future, and Each
REIT recognizes this situation as their common issues.
In such circumstances, Each REIT agreed to start negotiation for merger and carefully deliberated
on the issues in order to deal with the issues described above, respond flexibly to environmental
changes and attain continued growth. As a result, Each REIT came to the same conclusion that theMerger will contribute to maximize unitholders’ value by leading to the continued growth by
expanding investment target sectors, improving their presence and stability in the market byincreasing the sizes of their assets, and enabling more commitment for sustainability. Therefore, theMerger Agreement was made 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 main investment target, i.e. midsized office buildings, residential properties, healthcare facilities, and shopping centers for dailyneeds, and it will start to additionally focus on logistics facilities and hotels, in which Each REIT
has conducted only limited investments until now, to increase opportunities for acquisitions. In
addition, the Merger will enable asset reshuffling among different asset types, disposing ofproperties with less competitiveness or profitability, allow flexibly to the changes of the external
environment surrounding the real estate market, and activate the investments in the investment― 4 ―target sectors that are expected to grow, and thus leading to the improvement of portfolio
profitability. As described above, the New REIT aims to attain continued growth beyond theboundary of the strategic management for the existing specialized REIT through a strategic
management that ensures a wide range of opportunities for acquisitions and flexibility 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 (Note 1) and this will significantly improve the presencein the market and liquidity 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 JREIT market will enhance diversification and contribute 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, KDO has become the first investment corporation in
the J-REIT market to participate in GRESB Real Estate Assessment, the Investment Corporation
was the first J-REIT to issue social bonds, and KRR was the first J-REIT to introduce investment
unit performance fee. The New REIT plans to integrate and elevate expertise accumulated by Each
REIT through the Merger and aims to be a leading company in the sustainability initiatives.
Moreover, the New REIT plans to further enforce the sustainability initiatives under the
management system with a high degree of specialization and diversity by introducing a new
management fee structure that is linked to unitholder value and sustainability metric, improving
governance through the enhancement 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 “Notice Concerning Acquisition of
Properties (River City 21 East Towers II and 2 Other Properties) and Disposition of Properties(Harajuku F.F. Building and 1 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 power by 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 KDO is assumed to be the total of acquisition price of the properties in the portfolio asof April 30, 2023, plus the acquisition (scheduled) price reflecting the acquisitions 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 the Investment Corporation and KRR is considered to be the appraisal
values of the properties as of the end of the latest fiscal period (relating to the Investment Corporation,
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 theasset sizes including any properties that the other investment corporations announced the acquisitionand 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 of the effective date of the Merger. In regard to the asset size after the Merger, because itis planned that assets of the Investment Corporation and KRR will be succeeded at market price basedon the purchase method by KDO as the acquiring corporation, the asset size will not be a simple sumof the total (scheduled) acquisition price of KDO and the total appraisal values of the Investment
Corporation 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 the number of properties of
KDO, the Investment Corporation and KRR as of June 13, 2023 and reflecting the change in thenumber 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― 5 ―number of properties of the portfolio after the Merger though KDO owns its office tower and KRR
owns its retail wing respectively as of June 13, 2023. The numbers of the properties of the otherinvestment corporations in the J-REIT market is calculated based on the number of properties
including those that the other investment corporations announced acquisition and sale thereof in the
J-REIT market as of April 30, 2023. Therefore, it is not guaranteed that the portfolio 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, Paragraph 1, Article 193 of theRegulation for Enforcement of the Act on Investment Trusts and Investment Corporations(1) Matters regarding appropriateness of the merger consideration(ⅰ) Matters regarding appropriateness of provisions for total merger consideration to be delivered forthe absorption-type merger, number of investment units of the surviving corporation delivered tothe unitholders of the dissolving corporation in lieu of their investment units by the surviving
corporation for the absorption-type merger or calculation method of number of such investment
units and allocation of investment units of the surviving corporation to unitholders of the dissolving
corporation(a) Number of investment units of KDO or amount of money to be allocated for each investment unitof the Investment Corporation and KRRi) Allocation of new investment units
Investment
KDO
KRR
Corporation(Surviving(Dissolving(Dissolving
corporation in thecorporation in thecorporation in theabsorption-type
absorption-type
absorption-typemerger)merger)merger)

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 KDO’s investment units to be issued as a result of the Merger (the number of units
taking into account the Investment Unit Split of KDO): 2,446,037(Note 2) KDO plans to split one investment unit into 2 investment units with October 31, 2023 as the record date
for splitting the investment units and November 1, 2023 as the effective date of the split (the “Investment
Unit Split”); the allocation ratio shown above and the number of the new investment units, which KDO
will allocate and deliver, are subject to the Investment Unit Split taking effect. If 0.67 KDO’s investment
units are allocated and delivered against 1 the Investment Corporation’s investment unit and 0.84 KDO’s
investment units are allocated and delivered against 1 KRR’s investment unit on the basis of the merger
ratio before the Investment Unit Split, there will be many unitholders of the Investment Corporation andKRR being allocated fractions of less than one KDO’s investment unit. To make it possible forunitholders of the Investment Corporation and KRR to continue holding KDO’s investment units after
the Merger, a split of KDO’s investment units will be carried out before the allocation towards
unitholders of the Investment Corporation and KRR, in the ratio of two KDO’s investment units to one
KDO’s investment unit for the purpose of delivering to all unitholders of the Investment Corporation
and KRR at least one KDO’s investment unit, and 1.34 KDO’s investment unit post- Investment Unit
Split will be allocated and delivered for every one the Investment Corporation’s investment unit and1.68 KDO’s investment unit post- Investment Unit Split will be allocated and delivered every one KRR’s
investment unit.

― 6 ―ii) the Payment upon the Merger
In addition to the above mentioned investment units, KDO intends to pay unitholders of theInvestment Corporation and KRR (the unitholders stated or recorded in the final unitholders’registers of the Investment Corporation and KRR on the day before the effective date of the
Merger (excluding Each REIT and unitholders of the Investment Corporation and KRR who has
demanded the purchase of their investment units pursuant to Article 149-3 of the Act on
Investment Trusts and Investment Corporations) (excluding those who have withdrawn suchdemand for purchase) (hereinafter referred to as the “Unitholders Subject to Allocation”))), in
lieu of cash distributions (distributions of profits) for the last fiscal period of the Investment
Corporation and KRR which ends the day before the effective date of the Merger, the Payment
upon the Merger in the form of cash distributions based on distributable income of theInvestment Corporation and KRR for that same period of an amount (disregarding fractions ofa yen) which is the quotient resulting from a division of the amount of distributable income of
the Investment Corporation and KRR on the day before the effective date of the Merger by the
number of issued investment units of the Investment Corporation and KRR on that date as
reduced by the number of investment units held by unitholders other than the Unitholders Subject
to Allocation. The Payment upon the Merger will be paid within a reasonable period from theeffective date of the Merger. KRR is planning to submit a proposal for the change of the articles
of incorporation to the general meeting of unitholders scheduled on August 21, 2023 on thecondition that the Merger Agreement is approved at Each REIT’s General Meeting ofUnitholders. The proposal is to change the current 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 ofthe articles of incorporation is approved at the general meeting of unitholders, the last fiscal
period of KRR before the effective date of 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 arecord date of September 30, 2023 (as written above, the Payment upon the Merger that meetsthe distributions amount for the same period will be paid).
(b) Basis for Calculation
KDO has appointed SMBC Nikko Securities Inc. (“SMBC Nikko Securities”), the Investment
Corporation 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 hasrequested their respective financial advisors to conduct financial analysis with regard to themerger 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 the Investment Unit Split, by KDO, of one investment unit into two investment
units as mentioned above in “(a) Number of investment units of KDO or amount of money to beallocated for each investment unit of the Investment Corporation 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 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 price analysis. 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 analysis of the investment unit values based on dividends that unitholders of Each REIT are
expected to receive in the future, and for the purpose of reflecting the market values of theproperties 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 the― 7 ―Investment Corporation and KRR with the investment unit value for each investment unit of
KDO 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 statusof 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 isno 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 the assumptions and disclaimersof SMBC Nikko Securities’ analysis, please refer 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

Investment Corporation
0.66～0.69
0.57～0.95
0.45～0.96
0.56

KRR
0.79～0.82
0.70～1.16
0.68～1.20
0.66(Mitsubishi UFJ Morgan Stanley Securities)
Mitsubishi UFJ Morgan Stanley Securities conducted the analyses of the merger ratio bycomprehensively taking into account the results of the analyses based on the following four
valuation approaches. Because the investment units of Each REIT are respectively listed on theTokyo Stock Exchange, Mitsubishi UFJ Morgan Stanley Securities conducted the historical 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 of other listed
investment corporations which operate business similar to that 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 medium-and-longterm 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 theinvestment unit values reflecting the market values of Each REIT’s assets. The summary of theanalyses conducted by Mitsubishi UFJ Morgan Stanley Securities is as follows. The calculated
ranges of the merger ratio shown below are those of the Investment Corporation and KRR with
the investment unit value for each investment unit of KDO 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 and twelve-month period from June 12, 2023,
which is set as the base date for calculation, 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 a significant increase or decrease in income is expectedin Each REIT’s profit plan.
For details concerning the supplemental explanation regarding the assumptions and disclaimersof Mitsubishi UFJ Morgan Stanley Securities’ analysis, please refer to (Note 2) at the end of thissection.
Valuation Approach
Historical Unit Price Analysis
Comparable Trading Multiple Analysis
DCF Analysis
Valuation Approach

Investment Corporation
0.61～0.71
0.62～0.83
0.51～0.72
0.56

KRR
0.76～0.86
0.74～1.03
0.56～0.78
0.66(Nomura Securities)
Nomura Securities adopted the following four valuation approaches to make calculations of the
Merger ratio. Because the investment units of Each REIT are respectively listed on the Tokyo
Stock Exchange and the market prices are available, Nomura Securities conducted the average― 8 ―historical unit price analysis. Because there are multiple listed investment corporations
comparable to Each REIT and analogical estimates of the investment unit values based on thecomparable investment corporations are possible, Nomura Securities also conducted thecomparable trading multiple analysis. In addition, Nomura Securities conducted DCF to reflect
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 sellingthe 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 the Investment Corporation and KRR with the investment unit
value for each investment unit of KDO as one (1).
In the average historical unit price analysis, the base date for calculation is June 12, 2023. The
simple average of the closing prices for the base date for calculation, the period of five businessdays 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 the assumptions and disclaimersof 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

Investment Corporation
0.66～0.69
0.57～0.72
0.57～0.70

KRR
0.79～0.82
0.57～0.95
0.79～1.13

0.56

0.66

(Note 1) In analyzing the above merger ratio, SMBC Nikko Securities has relied on the information provided by
Each REIT and publicly available information assuming that 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 independent valuation, appraisal, or
assessment of the assets or liabilities (including off-balance-sheet assets and liabilities and any othercontingent liabilities) of Each REIT, nor has SMBC Nikko Securities requested any such appraisal orassessment from a third-party institution. Further, SMBC Nikko Securities has assumed that the financial
projections provided by Each REIT have been prepared in a reasonable 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 as of June 12, 2023.
SMBC Nikko Securities has prepared its analysis solely for the Board of Directors of KDO for the purposeof deliberating the Merger, and the analysis may not be relied upon or used for any other purpose or by anyother third party. In addition, SMBC Nikko 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 2) In analyzing the above merger ratio, Mitsubishi UFJ Morgan Stanley Securities has relied on theinformation provided by Each REIT and publicly available information assuming that all such materials andinformation are accurate and complete, 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 the assets or liabilities (including off-balance-sheet assets
and liabilities and any other contingent 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 to reflect the best currently available estimates and judgments by the
management of Each REIT. The analysis of the above merger ratio by Mitsubishi UFJ Morgan Stanley
Securities was based on the above information that was available as of June 12, 2023.
Mitsubishi UFJ Morgan Stanley Securities has prepared its analysis solely for the Board of Directors of theInvestment Corporation for the purpose of deliberating the Merger, and the analysis may not be relied uponor 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 andall information provided to Nomura Securities are accurate and complete. Nomura Securities has notindependently verified the accuracy 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 any other contingent liabilities) of Each REIT (including analysis― 9 ―and valuation of individual assets or liabilities), nor has Nomura Securities requested any such appraisal orassessment from a third-party institution. Nomura Securities assumed that respective financial projectionsof Each REIT (including profit plans and other information) have been considered or prepared in areasonable manner based on 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 as of June 12, 2023. Nomura Securities has preparedits calculations for the sole purpose of serving as a reference for the governing body of KRR to deliberate
the 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 ofEach REIT, each future business prospect, the merits of the Merger and the result of the financial
analyses performed by respective financial advisors of Each REIT, Each REIT determined thatthe above merger ratios are fair and executed 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 theRegulation on Terminology, Forms, and Preparation Methods of Financial Statements (Ministryof Finance Order No. 59 of November 27, 1963; including subsequent amendments); and (ii)
Article 67, Paragraph 4 of the Ordinance on Accounting at Investment Corporations (Cabinet
Office Ordinance No. 47 of 2006; including subsequent amendments, “the Investment
Corporations Accounting Ordinance”) and none of them has any material interests to bedisclosed 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 (KDO: Head of Office REIT Department / the Investment Corporation:
Head of Residential REIT Department / KRR: Head of Retail REIT Department) and asset
management departments (KDO: Office REIT Department / the Investment Corporation:
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 blocktransmission of information by setting up an appropriate information wall between each of theasset management department. In addition, when it is necessary to communicate information
causing concerns over conflict of interest between each of the asset management department in
the course of assessing the Merger, such information is communicated through each of theabovementioned 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 and each of the asset
management department reported on a timely basis the status of its assessment to the Board of
Directors of Each REIT each composed of one executive director and supervisory directors(KDO: three persons / the Investment Corporation: three persons / KRR: two persons), whose
independence from the asset management company is ensured in terms of the Act on Investment
Trusts and Investment Corporations, and all material matters of its assessments weredeliberated and approved by the Board of Directors of Each REIT.
In addition, since executive directors of Each REIT concurrently serve as directors of KFM andhave a conflict of interest with KFM, they have not participated in resolutions for approval of
the Merger Agreement at meetings of the Board of Directors of Each REIT regarding theapproval of the conclusion of the Merger Agreement.
In connection with the Merger, KFM will receive management fees for the Merger andmanagement fees relating to the management after the Merger takes effect from KDO, which
will be the surviving corporation in the Merger, pursuant to the provisions of KDO’s articles ofincorporation and the asset management agreement with KDO, but the amount of both fees will

― 10 ―

not be affected by the merger ratio of the Merger.
Furthermore, KDO appointed Anderson Mori & Tomotsune, the Investment Corporation
appointed Miura & Partners, and KRR appointed Morrison & Foerster Law Offices,
respectively, as its legal advisor for the Merger, and received advice concerning themethodology and process 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 wasdetermined by comprehensively taking into account the results of such analyses together withother factors.
In order to ensure the fairness of the Merger and for the benefit of its unitholders, KDO
obtained from SMBC Nikko 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,
KDO’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, theInvestment Corporation obtained from Mitsubishi UFJ Morgan Stanley Securities, an
independent third-party financial advisor, a merger ratio calculation report providing ananalysis from a financial perspective based on certain assumptions in regard to the allocationof investment units under the Merger. Given the above, the Investment Corporation’s Boardof 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, KRR
obtained from Nomura 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,
KRR’s Board of Directors concluded that sufficient measures have been taken to ensure thefairness of the Merger.
Each REIT did not, however, obtain written opinions (so-called “fairness opinions”) fromtheir respective financial advisors to the effect that the merger ratio is reasonable from afinancial perspective for their respective unitholders.
(ⅱ) Reason for selecting money as part of the merger consideration
After the Merger, in lieu of cash distributions (distribution of profit) with respect to the final fiscal
period of the Investment Corporation’s or KRR’s, both ending the day before the effective date of
the Merger, the surviving corporation, KDO, will, within a reasonable period after the effective dateof the Merger, make a Payment Upon the Merger based on the distributable amount of either theInvestment Corporation or KRR whichever is applicable, to the relevant Unitholders Subject to
Allocation, in an amount equivalent to the relevant cash distribution for the above mentioned fiscal
period (the payment will be the amount of distributable profit of the Investment Corporation or thatof KRR whichever is applicable, as of the day immediately prior to the effective date of the Merger
divided by the relevant number of investment units that is obtained by deducting (a) the number ofinvestment units held by the unitholders other than the relevant Unitholders Subject to Allocationfrom (b) the total number of investment units already issued and outstanding of the Investment
Corporation or KRR, applicable, as of the day immediately prior to the effective date of the Merger(rounded down to the nearest yen).)(ⅱi) Matters regarding appropriateness of provisions for unitholders’ capital of the surviving corporationin the absorption-type merger
The amount of the total unitholders’ capital and the capital surplus of KDO 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.

― 11 ―

(a) Unitholders’ Capital: 0 yen(b) Capital Surplus: The amount obtained by deducting the amount set forth in (a) above fromthe amount of increase or decrease in the unitholders’ equity, etc., set
forth in Article 22, Paragraph 1 of the Investment Corporations
Accounting Ordinance)(2) Matters to be referred to regarding merger consideration(ⅰ) Provisions of the articles of incorporation of the surviving corporation
As described in Attachment 2 hereto; provided, however, KDO is planning to hold a general
meeting of unitholders and seek its unitholders’ approval for the proposal to amend its articles ofincorporation as described in Attachment 3 hereto, which was separately agreed upon by KDO,
the Investment Corporation and KRR, dated as of the effective date of the Merger, on the condition
that the Merger takes effect.
(ⅱ) Matters concerning the method of realizing the investment units to be delivered as merger
consideration(a) Market where such investment units are traded
real estate investment trust securities market, the Tokyo Stock Exchange(b) Companies which engages as an intermediary, agency, or agent in the transaction of suchinvestment units
The securities companies, etc. which are trading participants or members of the securities exchangementioned in (a) above.
(iii) Matters concerning the market price of the investment units to be delivered as merger consideration
KDO’s highest and lowest monthly unit prices (closing prices) for the last six months are as follows
MonthHighest price(yen)
Lowest price(yen)Jan. 2023

Feb. 2023

Mar. 2023

Apr. 2023

May 2023

Jun. 2023

318,000

319,500

321,000

314,500

316,000

347,500

302,500

310,000

301,000

294,500

298,100

300,500(3) Matters concerning Financial Statements, etc.
(i) Matters concerning the surviving corporation in the absorption-type merger (KDO)ⅰ) Details of financial statements, asset management reports, and financial statements of cash
distributions pertaining to the final fiscal period
As described in Attachment 4 hereto.
ⅱ) Details of material asset disposals, assumption of material debts and other events that materiallyaffect the condition of assets after the last day of the final fiscal period(a) Split of investment units
KDO decided at the Board of Directors Meeting held on 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 KDO as the surviving
corporation, with the Investment Corporation and KRR having a merger ratio of 0.67 and 0.84,
respectively, against one for KDO, before taking into account the Investment Unit Split. However,with this merger ratio, 0.67 KDO’s investment unit will be allotted against one the Investment
Corporation’s investment unit and 0.84 KDO’s investment unit will be allotted against one KRR’s
investment unit, resulting in a number of unitholders of the Investment Corporation and KRR thatwill receive KDO’s investment unit of less than one unit. For this reason, in order to enable theunitholders of the Investment Corporation and KRR to continue to hold at least one KDO’s
investment unit after the Merger, KDO decided to split KDO’s investment units at a ratio of two― 12 ―

investment units per one investment unit, for the purpose of providing at least one KDO’s
investment unit to all unitholders of the Investment Corporation and KRR.
ii) Method of the Investment Unit Split
KDO will implement a two for one split of the investment units held by unitholders of KDO statedor recorded on the registry of unitholders as of October 31, 2023, which is the day before theeffective date of the Merger. The Investment Unit Split will take effect immediately before theMerger 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
KDO entered into a sale and purchase agreement with Kenedix, Inc. dated June 13, 2023 withrespect to the disposition of trust beneficiary interest in real estate pertaining to one office building(Harajuku F.F. Building), with November 1, 2023 as the scheduled disposition date. KDO also
entered into a sale and purchase 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 executionof these dispositions is subject to the effectiveness of the Merger.
(ii) Matters concerning the dissolving corporation in the absorption-type merger (KRR)i) Details of material asset disposals, assumption of material debts and other events that materially affectthe condition of assets after the last day of the final fiscal period(a) Change of the fiscal period
In connection with the Merger, KRR is planning 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 of unitholders, the last fiscal periodof 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 acquisition of trust beneficiary interest in real estate
pertaining to one retail facility (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 the acquisition of trust beneficiary interest in realestate 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 theeffectiveness of the Merger.
(iii) Matters concerning the dissolving corporation in the absorption-type merger (the Investment
Corporation)ⅰ) Details of the material asset disposals, assumption of material debts and other events that materiallyaffect the condition of assets after the last day of the final fiscal period(a) Acquisition of assets
The Investment Corporation entered into a sale and purchase agreement with KST5 Co., Ltd. dated
June 13, 2023 with respect to the acquisition of trust beneficiary interest in real estate pertaining
to one residential property (River City 21 East Towers II), with November 1, 2023 as the scheduledacquisition date. the Investment Corporation 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 real

― 13 ―

estate pertaining to one hotel (remm roppongi building), with November 1, 2023 as the scheduledacquisition date. The execution of these acquisitions is subject to the effectiveness of the Merger.

― 14 ―

Agenda Item No. 2: Termination of the Asset Management Agreement with Kenedix Real Estate FundManagement, Inc.
In connection with the Merger, the Investment Corporation will terminate the asset managementagreement with KFM as of the effective date of the Merger on the condition that the Merger takes effect.
All unitholders are requested to agree to the termination.
KDO has executed an asset management agreement with KFM. After the Merger, KDO plans to continue
entrusting its asset management functions to KFM.
Agenda Item No. 2 is on the condition that the Merger takes effect.

― 15 ―

Agenda Item No. 3: Partial Amendments to the Articles of Incorporation
1. Reasons for Amendments(1) The Investment Corporation will make the necessary changes following the enforcement of theamendment provisions set forth in Item 3 of the Supplementary Provisions of the “Act on
Arrangement of Relevant Acts Incidental to Enforcement of the Act Partially Amending theCompanies Act” (Act No. 71 of 2019) which took effect on September 1, 2022, and the introductionof measures for electronic provision of reference materials for the General Meeting of Unitholders
and other information subject to the electronic provision measures on the same date (Concerning
Article 9, Paragraphs 3 and 4 of the Proposed Amendments).
(2) As the calculation method of the Asset Management Fee II under the current Articles of Incorporation
is based on the assumption of a six-month fiscal period, Agenda Item No. 3 proposes to add a newprovision regarding adjustment in order to neutralize the influence when the operating period
becomes different from six months (Concerning Attachment of the current Articles of Incorporation).
If the number of days in the 24th fiscal period becomes 92 days as a result of the completion of the
Merger, the Asset Management Fee II for the 24th fiscal period after this adjustment will be theamount to be calculated in accordance with the following formula (rounded down to the nearest one
yen).
<Formula>
Distributable amount x profit per unit before the deduction of Asset Management Fees II / 92 x 184 x
0.00145％(3) In order to have the amendments to the Articles of Incorporation set forth in (2) above take effect on
August 1, 2023, which is the first day of its 24th fiscal period, the Investment Corporation will
stipulate so in the Supplementary Provisions of its Articles of Incorporation (Concerning Chapter 11
and Article 41 of the Proposed Amendments).
2. Proposed Changes to the Articles of Incorporation
Details of the changes are as follows.
(Proposed changes are underlined.)
Current Articles of Incorporation
Article 9 (Convocation and Holding)
1.- 2. (Details omitted)

Proposed Changes
Article 9 (Convocation and Holding)
1.-2. (No change)― 16 ―

Current Articles of Incorporation

Proposed Changes
3. When convening the General Meeting ofUnitholders, the Investment Corporation shalltake measures for electronic provision for thereference materials for the general meeting ofunitholders and other information subject to theelectronic provision measures.
4. The Investment Corporation may omit all orpart of the matters for which the electronic
provision measures are teken, which are
stipulated in the Regulation for Enforcement of
the Investment Trusts Act from the documents to
be delivered to the unitholders who haverequested the delivery.

(New)

(New)

(New)
(New)

Attachment
Asset Management Fee to the Asset Management
Company(1) - (6) (Details omitted)(7) Adjustment clause(i) – (v) (Details omitted)(New)(8) (Details omitted)

Chapter 11 Supplementary Provisions
Article 41 (Effective Date of the Changes)
The changes to the Articles of Incorporation
described in the following Attachment shall beeffective for the 24 th fiscal period of theInvestment Corporation (that is the fiscal period
commencing on August 1, 2023.)
Attachment
Asset Management Fees Payable to the AssetManagement Company(1) - (6) (No change)(7) A adjustment clause(i) – (v) (No change)
If the fiscal period of the Investment
Corporation is longer or shorter than six months,
in calculating its profit per unit before deducting
the Asset Management Fee II, the profit per unit
before deducting the Asset Management Fee II
shall be divided by the actual number of days in
the relevant fiscal period and multiplied by theactual number of days from the first day of therelevant fiscal period to the day of six months
later.
(8) (No change)― 17 ―

Agenda Item No. 4: Election of One (1) Executive Director
This is to request to once again appoint one Executive Director as of November 1, 2023 in case theMerger does not take effect for any reason, as the term of office of Executive Director Tetsu Kawashima
will expire on October 31, 2023.
Concerning Agenda Item No. 4, the term of office of an Executive Director shall be two years from
November 1, 2023, as stipulated in Article 19, Paragraph 2 of the current Articles of Incorporation.
Agenda Item No. 4 was unanimously approved for submission by all Supervisory Directors of theInvestment Corporation at a Board of Directors meeting held on July 19, 2023.
The candidate for the Executive Director position is as follows.
Name(Date of birth)

Career summary (company names reflect company name as of thedate indicated)

Pacific Management Corporation
Pacific Commercial Corporation
Japan REIT Advisors Co., Ltd
Strategic Investment Department, Kenedix, Inc.
Seconded to Kennedy Wilson MultifamilyManagement Group, LLC
August 2018 General Manager of Business Development
Department, Kenedix, Inc.
February 2019 President, Kenedix Westwood, LLC
December 2020 General Manager of Business Development
Department, Kenedix, Inc.
Tetsu Kawashima
March 2021
Deputy Head of Residential REIT Department,
Kenedix Real Estate Fund Management, Inc.
(August 11, 1979)
August 2021 Head of Residential REIT Department, Kenedix
Real Estate Fund Management, Inc.

Number of Investment
Corporation’s
investment units held

April 2006
March 2009
December 2010
September 2011
February 2017

0 units

November 2021 Director, Chief Operating Officer (COO) andHead of Residential REIT Department, Kenedix
Real Estate Fund Management, Inc. (current
position)
November 2021 Executive Director, Kenedix Residential Next
Investment Corporation (current position)

・The abovementioned Executive Director candidate is currently Director, Chief Operating Officer and Head of
Residential 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 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 Trusts 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 his or her business as an officer of the Investment Corporation to the extent provided in the insurance contract.
The abovementioned Executive Director candidateis currently included as an executive officer among the insureds
under the relevant insurance contract, and in the event that the abovementioned Executive Director candidate isappointed as 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 relevant insurance contract, the same
type of contract will be entered into again.

― 18 ―

Agenda Item No. 5: Election of One (1) Alternate Executive Director
This is to request the new appointment of one Alternate Executive Director as of November 1, 2023 inorder to avoid a situation 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,
in case the Merger does not take effect for any reason.
Furthermore, the period during which the resolution on the appointment of one Alternate Executive
Director under Agenda Item No. 5 remains effective shall be from November 1, 2023 (being the date of
appointment of the Executive Director under Agenda Item No. 4) until the end of October, 2025, when
the term of office of the said Executive Director expires, pursuant to the provisions in the text of Article
19, Paragraph 3 of the Articles of Incorporation, subject to approval being obtained for Agenda Item No.
4.
The Investment Corporation may cancel the appointment of an Alternate Executive Director by aresolution of the Board of Directors meeting only before the inauguration.
Agenda Item No. 5 was unanimously approved for submission by all Supervisory Directors of theInvestment Corporation at a Board of Directors meeting held on July 19, 2023.
The candidate for Alternate Executive Director is as follows.
Name(Date of birth)

Career summary (company names reflect company name as of thedate indicated)
April 2002
April 2005
August 2011

August 2013
Michiru Nagamata(December 7,
1978)

April 2018
January 2022

January 2023

Machida Branch, Sumitomo Mitsui Banking
Corporation
Kenedix REIT Management Corporation
Transferred to Kenedix, Inc.
Seconded to Kenedix Reit Management
Corporation
Joined Prologis, Inc.
Seconded to Prologis REIT Management
Corporation
Mitsubishi Jisho Investment Advisors, Inc.
Joined Kenedix, Inc.
Seconded to REIT, Kenedix Real Estate FundManagement, Inc.
Head of Strategic Planning, Residential REIT
Department and Head of Strategic Planning
Department (In charge of Residential REIT),
REIT, Kenedix Real Estate Fund Management,
Inc. (current position)

Number of Investment
Corporation’s
investment units held

0 units

・The abovementioned Alternate Executive Director candidate is currently Head of Strategic Planning, Residential
REIT Department and Head of Strategic Planning Department (In charge of Residential REIT) 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 Trusts 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 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 theapplicable insurance contract, the same type of contract will be again entered into again.

― 19 ―

Agenda Item No. 6: Election of Three (3) Supervisory Directors
This is to request to once again appoint three Supervisory Directors as of November 1, 2023 in case theMerger does not take effect for any reason, as the term of office of Osamu Chiba, Satoshi Ogawa, andOsamu Utsunomiya, the three supervisory directors, will expire on October 31, 2023.
In Agenda Item No. 6, the term of office of Supervisory Directors shall be two years from November 1,
2023, as stipulated in Article 19, Paragraph 2 of the current Articles of Incorporation.
The candidates for the Supervisory Directors positions are as follows.
Candidate No.

1

Number of Investment
Career summary (company names reflect company name as of the
Corporation’s investment
date indicated)
units held
April 1987
Mitsubishi Corporation
April 2003
Legal Training and Research Institute of Japan
Supreme Court of Japan
October 2004 Admitted to the Japanese Bar (Daini Tokyo
Bar Association), Akebono Law Office(current position)
October 2006 Guest Professor, Toin University of Yokohama
Law School
April 2010
Associate Professor, Toin University ofOsamu Chiba
Yokohama Law School
0 units(October 24, 1963) November 2011 Supervisory Director, Kenedix Residential
Investment Corporation (current position)
June 2016
Outside Corporate Auditors, Maruzen Foods
Corporation (current position)
June 2017
Outside Director, Imagica Robot Holdings Inc.
(current position)
April 2020
Vice President, Daini Tokyo Bar Association
Name(Date of birth)

September 2022 Outside Director, TAUNS Laboratories, Inc.
(current position)― 20 ―

October 1989
March 1993

2

Chuo Shinko Audit Corporation
Became a Japanese certified public
accountant
January 1998 Established the Ogawa Certified Public
Accountant Office (current position)
April 1998
Became a Japanese certified tax accountant
November 2011 Supervisory Director, Kenedix Residential
Investment Corporation (current position)
Satoshi Ogawa
October 2014 Representative, G.K. Mercury Consulting(October 24, 1965)(current position)
December 2015 Corporate Auditor, Ooedo-Onsen
Monogatari Co., Ltd. (current position)
June 2017
Corporate Auditor, Ooedo-Onsen
Monogatari Group Co., Ltd.
September 2018 Corporate Auditor, Ooedo-Onsen
Monogatari Hotels & Resorts Co., Ltd.
(current position)― 21 ―

0 units

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)(Manila), World Health Organization (WHO)August 2002
Director-General, Health and Welfare, Okayama
Prefecture
July 2004
Director, Clinical training for physicians
office, Medical Professions Division, Health
Policy Bureau, Ministry of Health, Labour andWelfareApril 2009
Visiting Professor, Keio University School of
Medicine (current)
September 2009 Director, Division of the Health for the Elderly,
Health and Welfare Bureau for the Elderly,
Ministry of Health, Labour and Welfare
September 2012 Director, Medical Economics Division, Health
Insurance Bureau, Ministry of Health, Labour
Osamu Utsunomiya
and Welfare
30 units
July
2014
Director-General, Planning and Strategy and(September 28,
1960)
Director-General, International Health
Cooperation, National Center for Global Healthand Medicine
June 2016
Director-General, Narita Airport Quarantine
Station, Ministry of Health, Labour and Welfare
July 2017
Minister's Secretariat, for Environmental Healthand Food Safety, Minister's Secretariat, Ministryof Health, Labour and Welfare
July 2018
Director-General, Health Service Bureau
General, Ministry of Health, Labour and Welfare
July 2019
Retirement from Ministry of Health and Welfare
October 2019 Vice President, Medical Corporation KEN-IKU
KAI (current)
May 2020
Director, Japan Association of Rehabilitation
Hospital and Institution (current position)
June 2021
Director, Japan Architectural Hygiene
Management Education Center (current position)
November 2021 Supervisory Director, Kenedix Residential Next
Investment Corporation (current position)
・There is no special interest between the Investment Corporation and the three candidates. The candidate forsupervisory director, Osamu Utsunomiya, will be proposed for election as a candidate for supervisory director of
KDO at the general meeting of unitholders of KDO to be held on August 22, 2023, subject to the Merger becoming
effective.
・The three abovementioned Supervisory Director candidates are currently supervising the overall exercise of dutiesof the Investment Corporation’s Executive Director as Supervisory 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 Trusts and Investment Corporations, 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 his or her duties as an officer of the Investment Corporation to the extent provided in the insurance contract.
The three abovementioned Supervisory Director candidates are currently included among the insureds under the
relevant insurance contract as supervisory director, and in the event such three candidates are appointed assupervisory director, they will continue to be included among the insureds under the relevant insurance contract.

― 22 ―

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 ofIncorporation, will not apply to any agendum submitted to the General Meeting of Unitholders if suchagendum conflict in intent with any other agendum. The Investment Corporation believes that Agenda
Item No. 1 through No. 6 do not conflict in intent.
End― 23 ―