Translation of Japanese Original
January 12, 2021
To All Concerned Parties
REIT Issuer:
Kenedix Office Investment Corporation
Jiro Takeda, Executive Director(Securities Code: 8972)
Asset Management Company:
Kenedix Real Estate Fund Management, Inc.
Masahiko Tajima, President & CEO
Inquiries:
Hiroaki Momoi
Head of Planning Division
Office REIT Department
TEL: +81-3-5157-6010

Announcement Concerning Changes in Parent Companies (Specified Related Corporation)of the Asset Management Company
Kenedix Real Estate Fund Management, Inc. (“the Asset Management Company”) to which Kenedix Office Investment
Corporation (“the Investment Corporation”) entrusts the management of assets, hereby announces the following changes (“theChanges”) in the parent companies (specific related corporations), effective January 15, 2021.

1.

Background of the Changes(1) As announced in the “Announcement of Receipt of Opinion in Support of the Tender Offer for the Shares of AssetManagement Company’s Parent Company (Specified Related Corporation)” released on November 20, 2020, SMFLMIRAI Partners Company, Limited, a wholly-owned subsidiary of Sumitomo Mitsui Financing and Leasing
Company, Limited, is expected to acquire 62.35% of shares outstanding in Kenedix, Inc. (“KDX”), 100% owner ofthe Asset Management Company, through a tender offer (“the Tender Offer”) conducted on November 24, 2020 via
its wholly-owned subsidiary SMFL MIRAI Partners Investment 2 Co., Ltd. (“the Tender Offeror”) to be settled onJanuary 15, 2021, for the purpose of taking KDX private.
(2) Settlement of the Tender Offer is planned for January 15, 2021, at which time, the Tender Offeror will hold 62.35%
of shares outstanding in KDX and the Tender Offeror, SMFL MIRAI Partners Company, Limited and Sumitomo
Mitsui Financing and Leasing Company, Limited will become the parent company (specified related corporation) ofthe Asset Management Company.
(Note)

2.

The Tender Offeror plans to make a demand that KDX convenes an extraordinary meeting of shareholders (“the Extraordinary Meetingof Shareholders”) with agenda items including a consolidation (“the Consolidation”) of common shares in KDX (“KDX Shares”) basedon Article 180 of the Companies Act as well as an amendment to the Articles of Incorporation abolishing the stipulation on trading unitof shares contingent on the realization of the Consolidation, and will vote in favor of these agenda items at the Extraordinary Meetingof Shareholders. As of the publication of this announcement, the consolidation ratio for KDX Shares has yet to be decided, but a ratio isscheduled to be set to ensure that the holdings of all KDX shareholders who did not tender their shares will be reduced to less than one
share, so that all KDX shares (excluding treasury shares) are held by only the Tender Offeror and ARA REAL ESTATE INVESTORSXVIII PTE. LTD.

Scheduled Date of the Changes(1) Date of change in the parent company (specified related corporation)
January 15, 2021
(2) Date of notification to the Prime Minister
January 15, 2021

13.

Overview of the Company to Become the Parent Company (Specified Related Corporation)
Name
SMFL MIRAI Partners Investment 2 Co., Ltd.
Location
5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Representative
Hiroyasu Komiya, Representative Director
Business description
Acquisition and holding of shares in Kenedix, Inc.
Paid-in capital
500,000 yen (As of January 12, 2021)
Establishment
July 30, 2020
Net Assets
Not applicable (Note)
Total Assets
Not applicable (Note)
Major shareholder andshareholding ratio
SMFL MIRAI Partners Company, Limited
100.0%(As of January 12, 2021)
Relationship between the Investment Corporation/Asset Management Company and the parent company(specified related corporation)
There is no capital relationship to note between the parent company (specified relatedcorporation) and the Investment Corporation/Asset Management Company as ofCapital relationshiptoday. However, it will be the Asset Management Company’s parent company
indirectly holding 62.35% of the Asset Management Company’s outstanding shares
after the Changes.
There is no personnel relationship to note between the parent company (specifiedPersonnel relationshiprelated corporation) and the Investment Corporation/Asset Management Company asof today.
There is no business relationship to note between the parent company (specifiedBusiness relationshiprelated corporation) and the Investment Corporation/Asset Management Company asof today.
The parent company (specified related corporation) does not fall under the category ofRelated parties
related parties of the Investment Corporation as of today.
(Note) We have received an explanation from SMFL MIRAI Partners Investment 2 Co., Ltd. that it is not possible todisclose the figures because the business year has not ended since its establishment.
NameLocation
RepresentativeBusiness description

SMFL MIRAI Partners Company, Limited
5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Tatsurou Terada, President
1. Real estate business
2. Environmental and energy business3. Other
4. Services relating to above-mentioned businesses
200 million yen (as of January 12, 2021)
October 1, 20189,854 million yen (as of March 31, 2020)
884,021 million yen (as of March 31, 2020)

Paid-in capital
Establishment
Net assets
Total assets
Major shareholder andshareholding ratio
Sumitomo Mitsui Finance and Leasing Company, Limited
100.0%(As of January 12, 2021)
Relationship between the Investment Corporation/Asset Management Company and the parent company(specified related corporation)
There is no capital relationship to note between the parent company (specified relatedcorporation) and the Investment Corporation/Asset Management Company as of
Capital relationshiptoday. However, it will be the Asset Management Company’s parent company
indirectly holding 62.35% of the Asset Management Company’s outstanding shares
after the Changes.
One of the officers and employees of the Asset Management Company is seconded
Personnel relationshipfrom the parent company (specified related corporation) as of today.

2Business relationship
Related parties

NameLocation
Representative
Business description

There is no business relationship to note between the parent company (specifiedrelated corporation) and the Investment Corporation/Asset Management Company asof today.
The parent company (specified related corporation) does not fall under the category ofrelated parties of the Investment Corporation as of today.
Sumitomo Mitsui Finance and Leasing Company, Limited
3-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Makoto Horie, Chairman of the Board
Masaki Tachibana, President
1. Leasing and installment sales of a variety of equipment and machinery2. Loans and factoring
3. Other
4. Services relating to above-mentioned businesses
15,000 million yen (as of January 12, 2021)
February 1963
735,542 million yen (as of March 31, 2020)
6,378,701 million yen (as of March 31, 2020)

Paid-in capital
Establishment
Net assets
Total assets
Major shareholder andSumitomo Mitsui Financial Group, Inc.
50.0%
shareholding ratio
Sumitomo Corporation
50.0%(As of January 12, 2021)
Relationship between the Investment Corporation/Asset Management Company and the parent company(specified related corporation)
There is no capital relationship to note between the parent company (specified relatedcorporation) and the Investment Corporation/Asset Management Company as of
Capital relationshiptoday. However, it will be the Asset Management Company’s parent company
indirectly holding 62.35% of the Asset Management Company’s outstanding shares
after the Changes.
One of the officers and employees of the Asset Management Company is seconded
Personnel relationshipfrom SMFL MIRAI Partners Company, Limited, which is a wholly owned subsidiaryof the parent company (specified related corporation) as of today.
There is no business relationship to note between the parent company (specifiedBusiness relationshiprelated corporation) and the Investment Corporation/Asset Management Company asof today.
The parent company (specified related corporation) does not fall under the category ofRelated parties
related parties of the Investment Corporation as of today.
4.

Number of the Asset Management Company’s Shares (Number of Voting Rights) Held by the Parent Company(Specified Related Corporation) and Percentage of Total Number of Voting Rights of All Stockholders(1) SMFL MIRAI Partners Investment 2 Co., Ltd.
Attributes

Directly held
portionNumber of voting rights
Indirectly held
portionTotalRanking

Before theChangesNot applicable0(0.00%)1(0.00%)1(0.00%)Not applicable

After theChanges

Parent company(specified relatedcorporation)0(0.00%)1,375,267(62.35%)

1,375,267(62.35%)

Not applicable3(2) SMFL MIRAI Partners Company, Limited
Attributes

Directly held
portionNumber of voting rights
Indirectly held
portionTotalRanking

Before theChanges

Not applicable0(0.00%)1(0.00%)1(0.00%)Not applicable

After theChanges

Parent company(specified relatedcorporation)0(0.00%)1,375,267(62.35%)

1,375,267(62.35%)

Not applicable(3) Sumitomo Mitsui Financing and Leasing Company, Limited
Attributes

5.

Directly held
portionNumber of voting rights
Indirectly held
portionTotalRanking

Before theChanges

Not applicable0(0.0%)

1(0.00%)1(0.00%)Not applicable

After theChanges

Parent company(specified relatedcorporation)0(0.00%)1,375,267(62.35%)

1,375,267(62.35%)

Not applicable

Future Outlook(1) Change in asset management agreement of the Investment Corporation
There is no change as of today.
(2) Change in structure of the Asset Management Company
There is no change as of today.
(3) Change in decision-making structure for investment management
There is no change as of today.
(4) Change in rules on compliance and interested parties, etc.
There is no change as of today.
(5) Change in investment policies
There is no change as of today.
(6) Change in agreements with sponsors, etc.
There is no change as of today.
(7) Expectations of continuance of listing of the Investment CorporationListing will be continued.
(8) Future policies, etc.
There is no change to present policies.

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Furthermore, necessary filings and other arrangements will be made regarding the Changes pursuant to the provisions of theFinancial Instruments and Exchange Act, the Building Lots and Buildings Transaction Business Act and other relevant laws
and regulations.

Attached Material
Reference Material

Relationship Diagram Before and After the Changes

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 January 12, 2021. However, no assurance orwarranties are given for the completeness or accuracy of this English translation.

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[Reference Material] Relationship Diagram Before and After the Changes(Before the Changes)(After the Changes)

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