February 24, 2012
To Our Investors
Taisuke Miyajima
Executive Director
Kenedix Realty Investment Corporation
2-2-9 Shimbashi, Minato-ku, Tokyo
Notice Concerning the Sixth General Meeting of Unitholders
You are cordially invited to attend the Sixth General Meeting of Unitholders of Kenedix Realty 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 Documents for the Sixth General Meeting of Unitholders” mentioned below, vote on theproposals in the enclosed Voting Rights Exercise Form, and return it by no later than 5:00 p.m. March 14,
2012 (Wednesday).
In addition, the Investment Corporation established the provision of “deemed approval” in Article 15 of thecurrent Articles of Incorporation pursuant to Article 93.1, of the Investment Trust and Investment Corporation
Law. Accordingly, if you are unable to attend the Meeting and are unable to vote using the Voting Rights
Exercise Form, please be aware that you will be deemed as having attended and approved 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 asunitholder approval of agenda items submitted to the General Meeting of Unitholders (when multipleagenda items have been submitted, if any are contradictory, said agenda items shall be omitted).
2. The untiholder votes deemed as having approved agenda items according to the preceding paragraph will
be added to the votes cast by attending unitholders.
1. Date and Time
2. Place

3. Agenda of the Meeting
Resolution Agendas:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:

10:00 a.m., March 15, 2012 (Thursday)
2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo
Tokyo Stock Exchange Group, Inc. 2F, Tosho Hall
(Please refer to the map at the end of this notice for directions. Moreover,please note that the venue has changed from last time.)

Changes to the Articles of Incorporation
Election of One (1) Executive Director
Election of One (1) Non-Statutory Executive Director
Election of Three (3) Supervisory Directors1

(Requests)
・ For those attending the meeting, please present the enclosed Voting Rights Exercise Form atthe reception desk.
・ For those voting by proxy, a unitholder can vote by having another individual unitholder whoholds voting rights attend the General Meeting of Unitholders and act as proxy. In that case,please submit a Power of Representation Form and a Voting Rights Exercise Form at thereception desk.
(Information)
・ Method of Revising the Reference Materials of the General Meeting of Unitholders
When it is necessary to revise agendas contained in the Reference Materials of the General
Meeting of Unitholders, we will post the revisions on the Investment Corporation’s website(http://www.kdx-reit.com/).
・ After the General Meeting of Unitholders, Kenedix REIT Management, Inc., the Investment
Corporation’s asset management company, plans to present the Asset Management Status
Briefing.

2Reference Material for the General Meeting of Unitholders

Agenda and Reference Items
Agenda No. 1: Changes to the Articles of Incorporation
1. Reasons for the Changes(1) At the Fifth General Meeting of Unitholders held on January 20, 2011, changes were made to the Articlesof Incorporation in order to prepare for future implementation of the tax revisions with the following
intentions: “One of the requirements of the Special Taxation Measures Law for investment corporations tobe able to deduct distributions paid as expenses (so-called conduit requirements) is the requirement
concerning the offering of investment units mainly in the domestic market (hereafter, the ‘More than 50%
Domestic Offering Requirement for Investment Units’). A new provision will be added in order to enable
the Investment Corporation to offer investment units in a manner that satisfies the More than 50%
Domestic Offering Requirement for Investment Units after revisions have been made to tax laws, in theevent that, the tax laws are revised with the objective to make it unnecessary to offer more than 50% of
the issue price in Japan each time investment units are offered, to mean that more than 50% of the sum of
the issue price of investment units issued and outstanding and the issue price of the investment units to be
newly issued at the concerned offering are to be offered within Japan.” As the change to the More than
50% Domestic Offering Requirement for Investment Units was made in the tax revisions for fiscal 2011,
corrections shall be made to the necessary terminology and provisions on replacement terms shall bedeleted as they have become unnecessary (Article 5 (2) of the current Articles of Incorporation).
(2) Concerning the period during which a resolution on the appointment of non-statutory directors remains
effective, necessary provisions shall be newly established to make the period identical to the terms ofoffice of executive director or supervisory directors for whom the non-statutory directors are appointed(Article 20-3 of the amendment draft).
(3) Corrections shall be made to the necessary terminology in order to clarify the handling of The Investment
Trusts Association, Japan after it becomes a public interest incorporated association as planned (Article
35 (2) of the amendment draft.)(4) Other corrections shall be made to the necessary terminology in line with the abovementioned changes.
2. Details of the Amendments
Details of the amendments are as follows. (Underlined parts are amended.)
Current Articles of Incorporation
CHAPTER 2 – INVESTMENT UNITS

Proposed Amendments
CHAPTER 2 – INVESTMENT UNITS

Article 5 (Total Number of Issuable Investment Units)(1) (Details Omitted)(2) The ratio of the total issue price of authorizedinvestment units in Japan to the total issue price ofArticle 5 (Total Number of Issuable Investment Units)(1) (No Change)(2) The ratio of the total issue price of authorized
investment units in Japan to the total issue price of3Current Articles of Incorporation
investment units issued by the Investment Corporation
shall exceed 50%. Moreover, in the event that therequirement stipulated by Special Taxation Measures
Law (Law No. 26 of 1957; including subsequent
revisions) (hereafter “Special Taxation Measures Law”),
which states that a majority of an offering of investment
units needs to be made in Japan, is revised, theInvestment Corporation shall re-interpret this paragraphin line with the articles and paragraphs if and after the sa(3) (Details Omitted).
CHAPTER 4 – EXECUTIVE DIRECTORS,SUPERVISORY DIRECTORS AND BOARD OF
DIRECTORS

Proposed Amendments
investment units issued by the Investment Corporation
shall exceed 50%.

Article 20 (Directors’ Election and Term of Office)(1)-(2) (Details Omitted)(New Addition)

Article 20 (Directors’ Election and Term of Office)(1)-(2) (No Change)(3) The period during which a resolution on theappointment of non-statutory directors remains effective
shall be until the term of office ends for the concerned
directors who were appointed at the General Meeting ofUnitholders that made the said resolution (or, if they
were not appointed at the said General Meeting ofUnitholders, at the latest General Meeting of Unitholders
in which they were appointed). However, the period may
be shortened if so resolved at a General Meeting ofUnitholders.

(3) (No Change)
CHAPTER 4 – EXECUTIVE DIRECTORS,SUPERVISORY DIRECTORS AND BOARD OF
DIRECTORSCHAPTER 8 – DEBT FINANCING ANDINVESTMENT CORPORATION BOND ISSUESCHAPTER 8 – DEBT FINANCING ANDINVESTMENT CORPORATION BOND ISSUES

Article 33 (Debt Financing and Investment Corporation
Bond Issue Limit)(1) With the goal of securing stable profits and thesustained growth of managed assets, the Investment
Corporation shall be able to execute debt financing andissue Investment Corporation bonds (includes short-term
investment corporation bonds, the same shall apply
hereafter). When the Investment Corporation borrows
funds, lenders shall be limited to qualified institutional
investors (However, it will be limited to those stipulated

Article 33 (Debt Financing and Investment Corporation
Bond Issue Limit)(1) With the goal of securing stable profits and thesustained growth of managed assets, the Investment
Corporation shall be able to execute debt financing andissue Investment Corporation bonds (includes short-term
investment corporation bonds, the same shall applyhereafter). When the Investment Corporation borrows
funds, lenders shall be limited to qualified institutional
investors (limited to institutional investors as designated4Current Articles of Incorporationin Article 67-15 of the Special Taxation Measures Law.)
as defined in Article 2, Paragraph 3.1 of the FinancialInstruments and Exchange Law.

(2)-(4) (Details Omitted)

Proposed Amendments
in Article 67-15 of the Special Taxation Measures Law(Act No. 26 of 1957, as amended (hereafter, the “Special
Taxation Measures Law”)) as defined in Article 2,Paragraph 3.1 of the Financial Instruments and ExchangeLaw.
(2)-(4) (No Change)

CHAPTER 9 – CALCULATIONCHAPTER 9 – CALCULATION

Article 35 (Cash Distribution Policies)(1) (Details Omitted)(2) Distribution of Money in Excess of Earnings
When the Investment Corporation’s distributable amountis less than 90% of distributable earnings, or when theInvestment Corporation determines that it is appropriate,
the Investment Corporation shall, using the amountestablished under the rules of the Investment TrustAssociation, Japan (hereafter, the “Investment TrustAssociation”) as a limit, be able to distribute a
self-determined amount of money in excess of earnings.
However, in such cases, and if the amount of the cash
distribution does not fulfill the requirements of thespecial tax exception for investment corporations, theInvestment Corporation shall be able to distribute a
self-determined amount with the objective of fulfilling
said requirements.

Article 35 (Cash Distribution Policies)(1) (No Change)(2) Distribution of Money in Excess of Earnings
When the Investment Corporation’s distributable amountis less than 90% of distributable earnings, or when theInvestment Corporation determines that it is appropriate,
the Investment Corporation shall, using the amountestablished under the rules of the Investment Trust
Association, Japan (including the entity after becoming apublic interest incorporated association if the Association
becomes one; hereafter, the “Investment TrustAssociation”) as a limit, be able to distribute a
self-determined amount of money in excess of earnings.
However, in such cases, and if the amount of the cash
distribution does not fulfill the requirements of thespecial tax exception for investment corporations, theInvestment Corporation shall be able to distribute a
self-determined amount with the objective of fulfilling
said requirements.
(3)-(5) (No Change)(3)-(5) (Details Omitted)

5Agenda No. 2: Election of One (1) Executive Director
This is to request the appointment of one executive director as of March 16, 2012, as Taisuke Miyajima, thecurrent executive director, has offered to resign from office as of March 15, 2012. Concerning Agenda No. 2,
the term of office of Executive Directors shall be two years, commencing March 16, 2012, the date of election,
as stipulated under Article 20.2 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 February 2, 2012.
The candidate for the Executive Director position is as follows.
Name
Brief Personal History(Birth Date)
April 1990
Joined Mitsubishi UFJ Trust and Banking Corporation, Kyoto Branch(formerly The Mitsubishi Trust Banking Corporation)
April 1995
Transferred to Business Development Division
April 1998
Transferred to Real Estate Division
Transferred to Real Estate Project Origination Division
Naokatsu Uchida April 2005
October 2007
Joined MAC Advisers Inc.
(DecemberNovember 2007
Joined MAC Investment Management Inc.as a CEO23, 1967)
June 2009
Joined Joint Asset Management Co., Ltd. as a CEOJanuary 2010
Joined Kenedix REIT Management, Inc., Financial Planning Division
January 2011
Assigned as a Senior Manager of Financial Planning Division
February 2012
Assigned as a CEO and President (current position)
1. The candidate does not hold any of the Investment Corporation’s investment units.
2. The abovementioned executive director candidate is currently the President and CEO of the Kenedix REITManagement, Ltd., which the Investment Corporation has concluded an Asset Management Agreement.

6Agenda No. 3: Election of One (1) Substitute Executive Director
This is to request the appointment of one non-statutory executive director in order to avoid the case ofhaving fewer executive directors than that designated by relevant regulatory requirements, as the resolution on
the appointment of Yoshihiro Sogou, the current non-statutory executive director, shall become void as of thecommencement of the Sixth General Meeting of Unitholders. Furthermore, if Agenda No. 1 is approved andresolved, the period during which the resolution on the appointment of one non-statutory executive director
under this Agenda remains effective shall be until March 15, 2014, when the term of office of the executiveofficer under Agenda No. 2 expires, pursuant to the provisions in the text of Article 20 (3) after making thechanges under Agenda No. 1.
Agenda No. 3 was unanimously approved for submission by all Supervisory Directors of the Investment
Corporation at a Board of Directors meeting held on February 2, 2012.
The candidate for the Substitute Executive Director position is as follows.
NameBrief Personal History(Birth Date)
Joined Mitsubishi UFJ Trust and Banking Corporation
April 1988
(formerly The Mitsubishi Trust Banking Corporation)
April 1989
Toray Industries, Inc.
December 1994
INTEC INC.
March 2003
Right Management Japan Inc.（formerly Right Management Consultants
Japan Inc.）
December 2004
Joined Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.)
External assignment as a Manager of Business Administration Division,Yoshihiro Sogou
Kenedix REIT Management, Inc.
(SeptemberApril 2005
Transferred to Kenedix REIT Management, Inc.
30, 1965)
October 2009
Assigned as General Manager, Business Administration Division
August 2011
Assigned as General Manager of Business Administration Division,Kenedix Residential Partners, Inc.
November 2011
Transferred to Kenedix, Inc.
External assignment as General Manager of Business Administration
Division, Kenedix REIT Management, Inc. (current position)
External assignment as General Manager of Business Administration
Division, Kenedix Residential Partners, Inc. (current position)
1. The candidate holds two of the Investment Corporation’s investment units.
2. There is no conflict of interest between the Investment Corporation and the candidate.

7Agenda No. 4: Election of Three (3) Supervisory Directors
This is to request the reappointment of two supervisory directors as of March 16, 2012, as Kimio Kodama
and Shiro Toba, the current supervisory directors, have respectively offered to expediently resign from office
as of March 15, 2012 in order to align the expiration date of their tenure with the new executive director,
since the expiration dates are currently different.
The current two supervisory directors have supervised the executive director's execution of duties fromtheir professional perspectives in law and accounting as an attorney and a certified public accountant.
However, to reinforce the supervisory system by making it possible to supervise the executive director'sexecution of duties from the professional perspective of real estate transactions, the Investment Corporation isto request the additional appointment of a new supervisory director and increase the number of its supervisory
directors by one.
Concerning Agenda No. 4, the term of office of Supervisory Directors shall be two years commencing
March 16, 2012, the date of election, as stipulated under Article 20.2 of the current Articles of Incorporation.

1

The candidates for the three Supervisory Director positions are as follows.
Name
Brief Personal History(Birth Date)
Admitted to the Japanese bar (general practitioner of Japanese law)
April 1963
Established Hanzomon Sogo Law Office (formerly Towa Law Office)April 1966
(current position)
Kimio Kodama
Director of Kyoritsu Women’s Educational Institution (current position)
July 1997(January 24, 1937)
Supervisory Director of Kenedix Realty Investment Corporation
May 2005(current position)
Selected as a member of Tokyo Metropolitan Public Safety Commission
July 2008(current position)
October 19892Shiro Toba
(March 21, 1967)

March 1993
January 1997
May 2002
April 2004
January 2005
March 2005
May 2005
October 2005

Joined Misuzu Audit Corporation (formerly Chuo Shinko AuditCorporation)
Became a Japanese certified public accountant
Established Toba Public Accounting Office (current position)
Became a Japanese certified tax accountant
Director of Majestec Corporation (current position)
Representative Director of Minori Accounting Co., Ltd. (current position)
Director of BTK Solution Co., Ltd. (current position)
Supervisory Director of Kenedix Realty Investment Corporation(current position)
Director of MACC (current position)

8Name(Birth Date)

3

Brief Personal History
April 1974

Joined Mitsubishi UFJ Trust and Banking Corporation, Machida Branch(formerly The Mitsubishi Trust Banking Corporation)

July 1977

Transferred to Real Estate Division

October 1982

Transferred to Gotanda Branch

January 1985

Transferred to Shibuya Branch

March 1985

Registered as the Real estate appraiser

February 1992

Transferred to Real Estate Division

February 1994

Transferred to Takamatsu Branch as a Vice President

October 1996

External assignment to Mitsubishi UFJ Real Estate Services Co., Ltd.
(formerly Ryoushin Jyutaku Hanbai Kabushikigaisha) as
an Executive Director / Senior Sales DirectorYoshihiro
Morishima(January 24, 1951) February 1999

Assigned as a General Manager of Tokyo Business Division VI,
Mitsubishi UFJ Trust and Banking Corporation (formerly The Mitsubishi
Trust Banking Corporation)

October 2000

Transferred to Real Estate Appraisal Division as a General Manager

April 2001

Guest Professor of Faculty of Real Estate Sciences Department of Real
Estate Sciences, Meikai University,(current position)

April 2002

Transferred to Real Estate Consulting Division as a General Manager

October 2003

Assigned as a Specialized General Manager, Real Estate Consulting
Division

Adviser of Tokyo Association of Real Estate Appraisers(current position)
1. None of the candidates holds the Investment Corporation’s investment units.
2. There is no conflict of interest between the Investment Corporation and the candidates.
April 2006

Reference Material
Regarding agendas to be submitted to the General Meeting of Unitholders, rules and regulations identified
in “Deemed Acceptance,” which are stipulated under Article 93.1 of the Investment Trust Law and Article 15of the current Articles of Incorporation, shall not be applied to any of the agendas concerned if there areagendas that are, in intent, conflicting with each other. The Investment Corporation believes that Agendas 1
through 4 do not present any conflict in intent.

9