December 30, 2013

To Our Investors
Naokatsu Uchida
Executive Director
Kenedix Realty Investment Corporation
2-2-9 Shimbashi, Minato-ku, Tokyo

Notice Concerning the Seventh General Meeting of Unitholders
You are cordially invited to attend the Seventh 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 Seventh General Meeting of Unitholders” mentioned below, vote on the
proposals in the enclosed Voting Rights Exercise Form, and return it by no later than 5:00 p.m. January
21, 2014 (Tuesday).
In addition, the Investment Corporation established the provision of “deemed approval” in Article 15 of
the current 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 as
unitholder approval of agenda items submitted to the General Meeting of Unitholders (when multiple
agenda items have been submitted, if any are contradictory, said agenda items shall be omitted).
2. The untiholder votes deemed as having approved agenda items according to the preceding paragraphwill be added to the votes cast by attending unitholders.
1. Date and Time 13:30 p.m., January 22, 2014 (Wednesday)
2. Place 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.)
3. Agenda of the Meeting
Resolution Agendas:
Agenda No. 1: Changes to the Articles of Incorporation
Agenda No. 2: Election of One (1) Executive Director
Agenda No. 3: Election of One (1) Alternate Executive Director
Agenda No. 4: Election of Three (3) Supervisory Directors------------------------------------------------------------------------------------------------------------------------------(Requests)
・ For those attending the meeting, please present the enclosed Voting Rights Exercise Form at thereception desk.
・ For those voting by proxy, a unitholder can vote by having another individual unitholder who holds
voting rights attend the General Meeting of Unitholders and act as proxy. In that case, please submit a1

Power of Representation Form and a Voting Rights Exercise Form at the reception 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 Meetingof Unitholders, we will post the revisions on the Investment Corporation’s website (http://www.kdxreit.com/eng).
・ After the General Meeting of Unitholders, Kenedix Real Estate Fund Management, Inc. theInvestment 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
This is to request the amendments in Articles of Incorporation as stated in “2. Details of theAmendments” below on February 3, 2014.
(1) The Investment Corporation’s name shall be changed from Kenedix Realty Investment Corporation to
Kenedix Office Investment Corporation (concerning Article 1 of the current Articles of Incorporation).
(2) The Investment Corporation’s head office location shall be changed from Minato-ku, Tokyo to Chuoku, Tokyo. (Concerning Article 3 of the current Articles of Incorporation).
(3) Since the amendment to the Act on Investment Trusts and Investment Corporations (Law No. 198,
1951; including subsequent amendments) has been enacted to implement measures for diversity incapital policy instruments of investment corporations, provisions to enable acquisition for value of theInvestment Corporation’s investment units based on agreement with unitholders without changing theexisting Articles of Incorporation shall be newly established on the condition that the amended law
shall be enforced (concerning Article 8-2 and Article 39 of the amendment draft).
(4) Tasks performed by the accounting auditor may not always be completed within three months of theend of a fiscal period. Therefore, a provision will be revised so that compensation can always be paid
after completion of the tasks (concerning Article 29 of the current Articles of Incorporation).
(5) On January 4, 2013, The Investment Trusts Association, Japan changed its structure from anincorporated association to general incorporated association. In association with this change,
corrections shall be made to the necessary (concerning Article 35-2 of the current Articles ofIncorporation).
(6) Concerning the Investment Corporation’s investment policies, the main investment target shall bechanged to offices in order to further clarify that the Investment Corporation’s policy is to build aportfolio centering on mid-sized office buildings (concerning Investment Policies Item 1 of
Attachment 1 of the current Articles of Incorporation).
(7) In addition to the above changes, expressions shall be changed and clarified, words and phrases shallbe revised, and other changes shall be made.

3

2. Details of the Amendments
Details of the amendments are as follows.
(Underlined parts are amended.)
Proposed Amendments

Current Articles of Incorporation
Article 1 (Corporate Name)The Investment Corporation shall be named Kenedix
Realty Investment Corporation.

Article 1 (Corporate Name)The Investment Corporation shall be named Kenedix
Office Investment Corporation.

Article 3 (Head Office Location of Place）
The Investment Corporation locates the head office at
Minato-ward, Tokyo

Article 3（Head Office Address）
The Investment Corporation locates the head office at
Chuo-ward, Tokyo

Article 6 (Handling of Investment Units)
Regarding entering or registering onto the Investment
Corporation’s unitholders register, the exercising ofrights by unitholders and other handling procedures andfees, are based on regulatory requirements or the Articles
of Incorporation, and rules for the handling of investment
units are provided by the Board of Directors.

Article 6 (Handling of Investment Units)
Regarding entering or registering onto the Investment
Corporation’s unitholders register, the exercising ofrights by unitholders and other handling procedures andfees, are based on provided for in regulatory
requirements or the Articles of Incorporation, and rules
for the handling of investment units which are decided
by the Board of Directors.
[Note] Due to a minor amendment in Japanese,
there is no effect in English

Article 8 (Refund of Investment Units at Unitholder
Request)The Investment Corporation will not refund investment
units at the request of unitholders.

Article 8 (Refund of Investment Units at Unitholder
Request and Acquisition of Treasury Units)
1. The Investment Corporation will not refund
investment units at the request of unitholders.
2. The Investment Corporation shall be allowed toacquire for value the Investment Corporation’s
investment units based on agreement with unitholders.

(New Addition)

Article 9（Convocation）
1.
（Details Omitted）
2. Unless otherwise provided by regulatory requirements,
and with the approval of the Board of Directors, when
there is one Executive Director, said Executive Director
shall convene the General Meeting of Unitholders.
When there are two or more Executive Directors, theGeneral Meeting of Unitholders shall be convened by asingle Executive Director in accordance with the orderpredetermined by the Board of Directors.

Article 9（Convocation）
1.
（No Change）
2. Unless otherwise provided by regulatory requirements,
and with the approval of the Board of Directors, when
there is one Executive Director, said Executive Director
shall convene the General Meeting of Unitholders.
When there are two or more Executive Directors, theGeneral Meeting of Unitholders shall be convened by asingle Executive Director in accordance with the orderpredetermined by the Board of Directors.
[Note] Due to a minor amendment in Japanese,
there is no effect in English

3. In order to convene the General Meeting ofUnitholders, the date of the General Meeting ofUnitholders shall be announced by two months prior to
the date of the General Meeting of Unitholders andeach unitholder shall be notified by in writing two
weeks prior to the date of said General Meeting ofUnitholders.
However, if unitholders unanimously agree that they

3. In order to convene the General Meeting ofUnitholders, the date of the General Meeting ofUnitholders shall be announced by two months prior to
the date of the General Meeting of Unitholders andeach unitholder shall be notified by in writing two
weeks prior to the date of said General Meeting ofUnitholders.

4Current Articles of Incorporation
can exercise their voting rights at the General Meeting,convocation procedures are not then required.

Proposed Amendments

Article 11（Resolution）
A resolution of the General Meeting of Unitholders,
unless otherwise stipulated by regulatory requirements orin the Articles of Incorporation, shall be made through amajority of the voting rights held by unitholders
attending the meeting.

Article 11（Resolution）
A resolution of the General Meeting of Unitholders,
unless otherwise stipulated by regulatory requirements orin the Articles of Incorporation, shall be made through amajority of the voting rights held by unitholders
attending the meeting.
[Note] Due to a minor amendment in Japanese,
there is no effect in English

Article 14 (Exercising Electromagnetic Media Voting
Rights)
1. Voting by means of electromagnetic media has been
defined under regulatory requirements. Such voting
shall be performed, with the approval of the Investment
Corporation, by completing the Voting Rights Exercise
Form and electronically submitting it to the Investment
Corporation by the date stipulated by regulatory
requirements.

Article 14 (Exercising Electromagnetic Media Voting
Rights)
1. Voting by means of electromagnetic media has been
defined under regulatory requirements. Such voting
shall be performed, with the approval of the Investment
Corporation, by completing the Voting Rights Exercise
Form and electronically providing it to the Investment
Corporation by the date stipulated by regulatory
requirements.

2.

（Details Omitted）

2.

（No Change）

Article 20（Directors’ Election and Term of Office）
1.～2.
（Details Omitted）
3. The period during which a resolution on theappointment of alternate 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 ofUnitholders in which they were appointed). However,the period may be shortened if so resolved at a General
Meeting of Unitholders.

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

Article 21 (Payment basis for Executive Director’scompensation）(Details Omitted)

Article 21 (Regarding Payment basis for Executive
Director’s compensation）(No Change)

Article 23 (Convene and Chair）
1. Unless otherwise provided by regulatory requirements,
when there is one Executive Director, said Executive
Director shall convene and chair the Board of Directors
Meeting. When there are two or more Executive
Directors, the Board of Directors shall be convened andchaired by a single Executive Director in accordancewith the order predetermined by the Board of Directors.

Article 23 (Convene and Chair）
1. Unless otherwise provided by regulatory
requirements, when there is one Executive Director,
said Executive Director shall convene and chair the
Board of Directors Meeting. When there are two or
more Executive Directors, the Board of Directors
shall be convened and chaired by a single Executive
Director in accordance with the order predeterminedby the Board of Directors.
[Note] Due to a minor amendment in Japanese,
there is no effect in English

2.

2.

(Details Omitted)

5(No Change)Current Articles of Incorporation
Article 26 (Rules of the Board of Directors)
Issues taken up by the Board of Directors shall be
stipulated in accordance with regulatory requirements
and the Articles of Incorporation, as well as the stipulated
requirements of the Board of Directors.

Proposed Amendments
Article 26 (Rules of the Board of Directors)
Issues taken up by the Board of Directors shall be
stipulated in accordance with regulatory requirements
and the Articles of Incorporation, as well as the stipulated
requirements of the Board of Directors.
[Note] Due to some minor amendment in Japanese,
there is no effect in English

Article 28 (Term of Accounting Auditors)
1.
(Details Omitted)
2. Unless otherwise resolved at the General Meeting ofUnitholders in the preceding paragraph, it shall beconsidered that Accounting Auditors have beenreelected at the General Meeting of Unitholders.

Article 28 (Term of Accounting Auditors)
1.
(No Change)
2. Unless otherwise resolved at the General Meeting ofUnitholders in the preceding paragraph, it shall beconsidered that Accounting Auditors have beenreelected at the General Meeting of Unitholders.
[Note] Due to a minor amendment in Japanese,
there is no effect in English

Article 29 (Basis of The Accounting Auditor’scompensation)
The Accounting Auditor’s compensation shall be no
more than ¥15 million for each fiscal period that is
subject to audit and shall be an amount approved by the
Board of Directors. The compensation shall be paid
within three months after the end of the relevant fiscal
period.

Article 29 (Basis of The Accounting Auditor’scompensation)
The Accounting Auditor’s compensation shall be no
more than ¥15 million for each fiscal period that is
subject to audit and shall be an amount approved by the
Board of Directors. The compensation shall be paid
within one month after receiving all audit reports
required by the Investment Trust Law and otherregulatory requirements for the relevant fiscal period.

Article 35 (Cash Distribution Policies)(1)(Details Omitted)(2) Distribution of Money in Excess of Earnings
When the Investment Corporation determines that it isappropriate, the Investment Corporation shall, using theamount established under the rules of the Incorporated
Investment Trust Association, Japan (including the entity
after becoming a general incorporated association if the
Association becomes one; hereafter, the “Investment
Trust Association”) as a limit, be able to distribute a selfdetermined 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 selfdetermined amount with the objective of fulfilling said
requirements.
(3)～(5)（Details Omitted）

Article 35 (Cash Distribution Policies)(1)(No Change)(2) Distribution of Money in Excess of Earnings
When the Investment Corporation determines that it isappropriate, the Investment Corporation shall, using theamount established under the rules of the General
Incorporated Investment Trust Association, Japan(general incorporated association: hereafter, the“Investment Trust Association”) as a limit, be able to
distribute a self-determined amount of money in excessof earnings. However, in such cases, and if the amount of
the cash distribution does not fulfill the requirements ofthe special tax exception for investment corporations, theInvestment Corporation shall be able to distribute a selfdetermined amount with the objective of fulfilling said
requirements.

(New Addition)

Article 39 (Effectuation of Amendments)
The newly established provision in Article 8-2, which
newly stipulates in the Articles of Corporation that theInvestment Corporation can acquire the treasury units byshowing such cases and being added beforehand, shall beeffective as of the date of enforcement of an amendmentof the Investment Trusts Act.

6(3)～(5)(No Change）

Current Articles of Incorporation

Proposed Amendments

Attachment 1
Asset Management Target and Policies

Attachment 1
Asset Management Target and Policies

Asset Management Basic Policies(Details Omitted)

Asset Management Basic Policies(No Change)

Investment Policies
1. Investment Corporation invests in real estate-related
assets, real estate serving as the main body of realestate-related assets and real estate backing such
assets shall be primarily used for office buildings,
residential properties and retail properties. Targeted
investment areas shall primarily be the Tokyo
Metropolitan Area (principal urban areas in Tokyo,
Kanagawa, Saitama and Chiba Prefectures) and
Other Regional Areas (major urban cities throughout
local regions, including government-designatedcities).

Investment Policies
1. Investment Corporation invests in real estate-related
assets, real estate serving as the main body of realestate-related assets and real estate backing such
assets shall be primarily used for office buildings.
Targeted investment areas shall primarily be theTokyo Metropolitan Area (principal urban areas inTokyo, Kanagawa, Saitama and Chiba Prefectures)and Other Regional Areas (major urban cities
throughout local regions, including governmentdesignated cities).

2.
3.

(Details Omitted)
The Investment Corporation shall manage its assets
so that specified real estate (refers to real estate, realestate leasehold rights or land rights, or to trust
beneficiary interests in entrusted real estate
ownership, land leasehold rights and land rights)
accounts for more than 75% of the total value of
specified assets acquired by the Investment
Corporation.

4.

(Details Omitted)

2.
3.

4.

(No Change)
The Investment Corporation shall manage its assets
so that specified real estate (refers to real estate, realestate leasehold rights or land rights, or to trust
beneficiary interests in entrusted real estate
ownership, land leasehold rights and land rights)
accounts for more than 75% of the total value of
specified assets acquired by the Investment
Corporation.
[Note] Due to a minor amendment in Japanese,
there is no effect in English(No Change)

Types, Purposes and Scope of Specified Assets Targeted
for Investment

Types, Purposes and Scope of Specified Assets Targeted
for Investment

1 .～2. (6)(Details Omitted)(7) Equity holdings relating to agreements underwhich one party to the agreement makes contributions
for the purpose of investment in assets set forth in all
items above. Such investment is to be performed by
the other party to the agreement, which utilizes suchcontributions primarily to manage investments in the
aforementioned assets and distributes profits arisingfrom such investment (such holdings hereafter referred
to as “equity in tokumei-kumiai relating to real estate”)(8)(Details Omitted)
3.～5.
(Details Omitted)
Investment Limitations
1. (Details Omitted)
2. The Investment Corporation shall implement
investment in rights concerning derivatives
transactions contained in the abovementioned “Types,
Purposes and Scope of Specified Assets Targeted forInvestment” Paragraph 4. (7), only for the purpose ofhedging risks of interest-rate fluctuation and otherrisks concerning the Investment Corporation’s

1.～2. (6)(No Change)(7) Equity holdings relating to agreements underwhich one party to the agreement makes contributions
for the purpose of investment in assets set forth in all
items. Such investment is to be performed by the otherparty to the agreement, which utilizes suchcontributions primarily to manage investments in the
aforementioned assets and distributes profits arisingfrom such investment (such holdings hereafter referred
to as “equity in tokumei-kumiai relating to real estate”)(8)(No Change)
3.～5.
(No Change)
Investment Limitations
1. (No Change)
2. The Investment Corporation shall implement
investment in rights concerning derivatives transactions
contained in the abovementioned “Types, Purposes andScope of Specified Assets Targeted for Investment”
Paragraph 4. (7), only for the purpose of hedging risks
of currency exchange risks, interest-rate fluctuation andother risks concerning the Investment Corporation’s

7Current Articles of Incorporation
liabilities.

Proposed Amendments
liabilities.

Attachment 2
Methods, Criteria and Base Date of Appraisal
1.(1)～(2)(Details Omitted)(3) Trust beneficiary interests in cash for the purpose ofinvesting assets in trust, primarily in real estate, realestate leasehold rights, land rights or easements
Trust assets consisting of assets falling in the categoryof Item (1) above, shall be appraised in accordancewith the criteria contained in Item (1). If the trust
assets are financial assets, they shall be evaluatedbased upon generally accepted corporate accounting
practices. After these measures are taken, liabilities
shall be deducted from the total value of these assets
to calculate the amount in proportion to the share of
the relevant trust beneficiary interests, and the amountshall be appraised.
(4) Equity in tokumei-kumiai related to real estate
Equity in tokumei-kumiai related to real estate
consisting of assets falling in the category of theprevious items above shall be appraised inaccordance with the methods stipulated in each item.
If the assets are financial assets, they shall be
evaluated based upon generally accepted corporate
accounting practices. After these measures are taken,
liabilities shall be deducted from the total value ofthese assets to calculate the amount in proportion to
the equity in the relevant tokumei-kumiai, and theamount shall be appraised.
(5)～(7)(Details Omitted)(8) Rights concerning derivatives transactions① Claimable assets and liabilities resulting fromderivatives transactions listed on the exchange market
Valuation made by calculating a price based on theclosing price (closing price, if no closing price exists,then the quoted price <the lowest published offering
price or highest bid price, and if both have been
published, then the median price>) of the relevant stock
exchange will be applied.

② Claimable assets and liabilities resulting fromderivatives transactions with no financial
exchange market.
Price calculated using a reasonable method
pursuant to the market price. When thecalculation of a fair price is deemed extremely
difficult, valuation shall be based on theacquisition price.
③(Details Omitted)(9)(Details Omitted)(10) Others

8

Attachment 2
Methods, Criteria and Base Date of Appraisal
1. (1)～(2)(No Change)(3) Trust beneficiary interests in cash for the purpose ofinvesting assets in trust, primarily in real estate, realestate leasehold rights, land rights or easements
Trust assets falling in the category of Item (1) above,
shall be appraised in accordance with the criteria
contained in Item (1). If the trust assets are financial
assets, they shall be evaluated based upon generally
accepted corporate accounting practices. After thesemeasures are taken, liabilities shall be deducted fromthe total value of these assets to calculate the amountin proportion to the share of the relevant trust
beneficiary interests, and the amount shall beappraised.
(4) Equity in tokumei-kumiai related to real estate
Equity in tokumei-kumiai related to real estate
consisting of assets falling in the category of theprevious items above shall be appraised inaccordance with the methods stipulated in each item.
If the assets are financial assets, they shall be
evaluated based upon generally accepted corporate
accounting practices. After these measures are taken,
liabilities shall be deducted from the total value ofthese assets to calculate the amount in proportion to
the equity in the relevant tokumei-kumiai share andthe amount shall be appraised.
(5)～(7)(No Change)(8) Rights concerning derivatives transactions① Claimable assets and liabilities resulting fromderivatives transactions listed on the financial
instruments and exchange market
Valuation made by calculating a price based on theclosing price (said to be closing price, if no closing priceexists, then the quoted price <the lowest publishedoffering price or highest bid price, and if both have been
published, then the median price>) of the relevant stock
exchange will be applied. If there is no closing price on
the date, valuation made by calculating a price based on
the closing price of the most recent preceding day fromsuch date will be applied.
② Claimable assets and liabilities resulting fromunlisted derivatives transactions with no financial
instruments and exchange market.
Price calculated using a reasonable method
pursuant to the market price. When thecalculation of a fair price is deemed extremely
difficult, valuation shall be based on theacquisition price.
③(No Change)(9)(No Change)(10) Others

Current Articles of Incorporation
Unless otherwise provided for in the above, appraisal
values shall be calculated in accordance with thevaluation rules stipulated in the Investment Trust Law
and by the Investment Trusts Association, or inaccordance with generally accepted corporate accounting
practices.
2. In the event that evaluation methods different fromthose in the preceding paragraph are used whendescribing values in the Asset Management Report orother materials, such values shall be calculated asfollows.

Proposed Amendments
Unless otherwise provided for in the above each items,
appraisal values shall be calculated in accordance withthe valuation rules stipulated in the Investment Trust
Law and by the Investment Trusts Association, or inaccordance with generally accepted corporate accounting
practices.
2. In the event that evaluation methods different fromthose in the preceding paragraph are used whendescribing values in the Asset Management Report orother materials, such values shall be calculated asfollows.

(1)(Details Omitted)(2) Trust beneficiary interest in real estate, real estateleasehold rights, land rights or easements and equity in
tokumei-kumiai related to real estate
Trust assets or equity in tokumei-kumiai related toreal estate consisting of assets falling in the categoryof Item 2. (1) above shall be in accordance withvaluation methods outlined in the previous item.
Financial assets shall be valued in accordance withgenerally accepted corporate accounting practices.
After these measures are taken, liabilities shall be
deducted from the total value of these assets tocalculate the amount in proportion to the equity in therelevant tokumei-kumiai or the amount in proportion
to the equity in the trust beneficiary interests, and theamount shall be appraised.

(1)(No Change)(2) Trust beneficiary interest in real estate, real estateleasehold rights, land rights or easements and equity in
tokumei-kumiai related to real estate
Trust assets or equity in tokumei-kumiai related toreal estate consisting of assets falling in the categoryof Item 2. (1) above shall be in accordance withvaluation methods outlined in the previous item.
Financial assets shall be valued in accordance withgenerally accepted corporate accounting practices.
After these measures are taken, liabilities shall be
deducted from the total value of these assets tocalculate the amount in proportion to the equity in therelevant trust beneficiary interests or the amount inproportion to the equity in the tokumei-kumiai, andthe amount shall be appraised

Attachment 3
ASSET MANAGEMENT FEES TO THE ASSETMANAGEMENT COMPANY

Attachment 3
ASSET MANAGEMENT FEES TO THE ASSETMANAGEMENT COMPANY

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

The asset management fees that the Investment
Corporation pays to the Asset Management Company forthe management of assets are comprised of AssetManagement Fees I and II, Acquisition Fees, andDisposition Fees. The actual amount, calculation method,and date of payment of aforementioned fees shall be as
follows. The Investment Corporation shall transfer anamount equivalent to the aforementioned fees including
consumption taxes to the account specified by the AssetManagement Company.
[Note] Due to a minor amendment in Japanese,
there is no effect in English(1) ~ (4)(No Change)(1) ~ (4) (Details Omitted)

9Agenda No. 2: Election of One (1) Executive Director
This is to request an appointment of 1 executive director as of February 3, 2014, since Executive
Director Naokatsu Uchida has offered to expediently resign from office as of February 2, 2014, in orderto adjust the term of office. Concerning Agenda No. 2, the term of office of executive directors shall be
two years, commencing February 3, 2013, the date of election, as stipulated under Article 20.2 of thecurrent Articles of Incorporation.
Agenda No. 2 was unanimously approved for submission by all supervisory directors of the Investment
Corporation at a Board of Directors meeting held on December 12, 2013.
The candidate for the Executive Director position is as follows
Name（Birth Date）

Brief Personal History (Then-Corporate names etc.,)

April 1990

Number of theInvestment
Corporation’s
investment units
hold.

Joined The Mitsubishi Trust Banking Corporation,
Kyoto Branch
April 1995
Transferred to Business Development Division
April 1998
Transferred to Real Estate Division
April 2005
Transferred to Real Estate Project Origination Division
October 2007
Joined MAC Advisers Inc.
November 2007
Joined MAC Investment Management Inc.as a CEO
June 2009
Joined Joint Asset Management Co., Ltd. as a CEO
January 2010
Joined Kenedix REIT Management, Inc., Financial
Naokatsu Uchida
0 UnitPlanning Division(December 23, 1967)
January 2011
Assigned as a Senior Manager of Financial Planning
Division
February 2012
Assigned as a CEO and President
March 2012
Executive Director of Kenedix Realty Investment
Corporation (current position)
October 2013
Director and COO, KRI General Manager of Fund
Division of Kenedix Real Estate Fund Management,
Inc. (current position)
1. The abovementioned executive director candidate is currently the Director and COO, KRI General
Manager of Fund Division of Kenedix Real Estate Fund Management, Inc., which the Investment
Corporation has concluded an Asset Management Agreement.
2. There is no conflict of interest between the Investment Corporation and the candidate other than above
mentioned.
3. The abovementioned executive director candidate is currently executing the overall business of theInvestment Corporation as an executive director of the Investment Corporation.

10

Agenda No.3: Election of One (1) Alternate Executive Director
This is to request the appointment of one alternate executive director in preparation to avoid the case of
vacant or having fewer executive directors than that designated by relevant regulatory requirements.
Furthermore, the period during which the resolution on the appointment of one alternate executive
director under this Agenda remains effective shall be until February 2, 2016, when the term of office ofthe executive officer under Agenda No. 2 expires, pursuant to the provisions in the text of Article 20 (3).
Agenda No. 3 was unanimously approved for submission by all supervisory directors of the Investment
Corporation at a Board of Directors meeting held on December12, 2013.
The candidate for the Alternate Executive Director as follows.
Name（Birth Date）

Brief Personal History (Then-Corporate names etc.,)

April 1994
October 1996
January 1998
August 1998
July 2000

Number of theInvestment
Corporation’s
investment units
hold.

Joined The Sakura Bank, Ltd., Kannai BranchTransferred to Yokohama BranchTransferred to Personal Planning Division
Transferred to Shiba Branch
External assignment to Sakura Securities Co., Ltd.,
Structured Finance Division
April 2001
External assignment to Daiwa Securities SMBC
Co., Ltd.(Later employment transferred), Structured
Finance Department
August 2004
Transferred to Corporate Planning Department
July 2006
Transferred to Corporate Finance Department 1
Hikaru Teramoto
September 2007 Joined Goldman Sachs Japan Co., Ltd., Investment
0 Unit(November 5, 1970）
Banking Division
June 2010
Joined Goldman Sachs Realty Japan Co., Ltd.,
Disposition and Sourcing
June 2012
Joined Kenedix, Inc.
Temporary transferred to Kenedix REITManagement, Inc., General Manager of Financial
Planning Division
August 2012
Director and General Manager of Financial
Planning Division
October 2013
Kenedix Real Estate Fund Management, Inc.,
General Manager of Planning Department KRI
Fund Division (current position)
1. The abovementioned alternate executive director candidate is currently the General Manager of Planning
Department KRI Fund Division of Kenedix Real Estate Fund Management, Inc., which the Investment
Corporation has concluded an Asset Management Agreement.
2. There is no conflict of interest between the Investment Corporation and the candidate other than above
mentioned.

11

Agenda No.4: Election of Three (3) Supervisory Directors
This is to request an appointment of 3 supervisory directors as of February 3, 2014, as Kimio Kodama,the current supervisory director, has offered to resign from office as of February 2, 2014. Furthermore, as
Shiro Toba and Yoshihiro Morishima, the current supervisory directors, have respectively offered to
expediently resign from office as of February 2, 2014 in order to align the expiration date of their tenurewith the new executive director, since the expiration dates are currently different.
Concerning Agenda No. 4, the term of office of supervisory directors shall be two years commencing
February 3, 2014, the date of election, as stipulated under Article 20.2 of the current Articles ofIncorporation.
The candidates for the three Supervisory Director positions are as follows.
CandidateNo.

Name（Birth Date）

Brief Personal History (Then-Corporate names etc.,)

October 1989
March 1993
January 1997
May 2002
April 2004
1

Shiro Toba
（March 21, 1967）

January 2005
March 2005
May 2005
October 2005
April 1974

2

YoshihiroMorishima(January 24, 1951)

July 1977
October 1982
January 1985
March 1985
February 1992
February 1994
October 1996

February 1999

October 2000

Joined Chuo Shinko Audit Corporation)
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
Directorof
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)
Joined The Mitsubishi Trust Banking
Corporation, Machida BranchTransferred to Real Estate Division
Transferred to Gotanda BranchTransferred to Shibuya Branch
Became licensed real estate appraiser
Transferred to Real Estate Division
Transferred to Takamatsu Branch as a Vice
President
External assignment to Ryoushin Jyutaku
Hanbai Kabushikigaisha as an Executive
Director / Senior Sales Director
Assigned as a General Manager of Tokyo
Business Division VI, The Mitsubishi Trust
Banking Corporation
Transferred to Real Estate Appraisal
Division as a General Manager

12

Number of theInvestment
Corporation’s
investment units
hold.

0 Unit0 UnitCandidate
No.

Name
（Birth Date）

Brief Personal History (Then-Corporate names etc.,)

April 2001

April 2002

October 2003
April 2006

Number of theInvestment
Corporation’s
investment units
hold.

Guest Professor of Faculty of Real Estate
Sciences Department of Real Estate
Sciences, Meikai University,(current
position)Transferred to Real Estate Consulting
Division as a General Manager, he
Mitsubishi Trust Banking Corporation
Assigned as a Specialized General Manager,
Real Estate Consulting Division
Adviser of Tokyo Association of Real
Estate Appraisers (current position)

April 20113

Officer of Morishima Real Estate Consulting
Office (Current Position)
March 2012
Supervisory Director of Kenedix Realty
Investment Corporation (current position)
Joined Goldman Sachs(Japan) Corp.
April 1989
April 1990
Joined S.G.Warburg Securities (Japan) Inc.
January 1991
Left S.G.Warburg Securities (Japan) Inc.
April 1997
Became a member of Tokyo Bar Association
Law Offices of Kataoka & Kobayashi
Associate
November
2000
Assigned as an Executive Officer and
Takahiro Seki
0 UnitHead of Legal Office,(June 19, 1966)
GE Fleet Services Corporation
May 2001
Assigned as a director and Head of Legal
OfficeFebruary 2002
Became Miyakezaka Sogo Law Offices
Associate
June 2002
Became Partner (Current Position)
1. There is no conflict of interest between the Investment Corporation and the candidates.
2. The abovementioned supervisory director candidates, Shiro Toba and Yoshihiro Morishima both of them
are currently supervising the overall exercise of duties of the Investment Corporation’s executive director

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 15 of the current Articles of Incorporation, shall not be applied to any of the agendas
concerned if there are agendas that are, in intent, conflicting with each other. The Investment
Corporation believes that Agendas 1 through 4 do not present any conflict in intent.

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