Kenedix Office Investment : Notice Concerning Approval of the Merger Agreement, Partial Amendments to the Articles of Incorporation and Appointments of Directors

Translation of Japanese Original

July 19, 2023

To All Concerned Parties:

REIT Issuer:

Kenedix Office Investment Corporation

Hiroaki Momoi, Executive Director

(Securities Code: 8972)

Asset Management Company:

Kenedix Real Estate Fund Management, Inc.

Hikaru Teramoto, President & CEO

Inquiries:

Tomoya Shigaki

Head of Strategic Planning,

Office REIT Department

TEL: [phone]

Notice Concerning Approval of the Merger Agreement,

Partial Amendments to the Articles of Incorporation and Appointments of Directors

Kenedix Office Investment Corporation (the "Investment Corporation") hereby announces that it has resolved at the Board of Directors Meeting held today to submit proposals concerning the approval of the merger agreement, partial amendments to the Articles of Incorporation, and appointment of Directors at its Twelfth General Meeting of Unitholders scheduled to be held on August 22, 2023.

Unless otherwise specified, the resolutions will take effect upon approval by the General Meeting of Unitholders.

1. Approval of the Merger Agreement
   As described in the press release "Notice Concerning Execution of the Merger Agreement by and among Kenedix Office Investment Corporation, Kenedix Residential Next Investment Corporation and Kenedix Retail REIT Corporation" dated June 13, 2023, the Investment Corporation, Kenedix Residential Next Investment Corporation ("KDR") and Kenedix Retail REIT Corporation ("KRR") have resolved to undertake an absorption-type merger, with November 1, 2023 as the effective date, whereby the Investment Corporation will be the surviving corporation and KDR and KRR will be the dissolving corporations in the merger (the "Merger"), and have also executed a merger agreement (the "Merger Agreement") on June 13, 2023.
   All unitholders are requested to agree to the purpose for the Merger and approve the Merger Agreement.
   (For details concerning the Merger Agreement, please refer to "Notice Concerning the Twelfth General Meeting of Unitholders" attached to this press release as Attachment.)
2. Partial Amendments to the Articles of Incorporation Reasons for the amendments are as follows.
   (Unless otherwise specified, the clause numbers of the Articles of Incorporation indicated in this section refer to the numbers of the current Articles of Incorporation.)
3. 1. Following the Merger, the corporate name of the Investment Corporation shall be changed (Concerning Article 1).
   2. In relation to the Merger, the Investment Corporation plans to split its investment units at a ratio of two investment units per one investment unit for the purpose of providing at least one Investment Corporation's investment units to all unitholders of KDR and KRR. Since the total number of investment units issued and outstanding will increase as a result of the unit split and the Merger, the Investment Corporation will increase the total number of issuable investment units (Concerning Article 5, Paragraph 1).
   3. The Investment Corporation will newly establish a provision to convene the General Meeting of Unitholders on July 1, 2025 or after such date without delay, and thereafter, on July 1 of every other year or after such date without delay, as well as a provision to convene it at any time as required by laws and regulations or otherwise necessary (Concerning Article 9, Paragraphs 1 and 2).
   4. The Investment Corporation will make the necessary changes following the enforcement of the amendment 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 the Companies Act" (Act No. 71 of 2019) which took effect on September 1, 2022, and the introduction of 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 4 and 5 of the Proposed Amendments).

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1. The Investment Corporation will newly establish a provision to the effect that a public notice of the date of the General Meeting of Unitholders which will be held before the elapse of 25 months from the date of the immediately preceding General Meeting of Unitholders which was held pursuant to the provisions of Article 9, Paragraph 1 of the Proposed Amendments will not be required (Concerning the proviso to Article 9, Paragraph 6 of the Proposed Amendments).
2. In order to more directly reflect the intention of the unitholders, the Investment Corporation will newly establish a provision to the effect that agenda to be resolved at the General Meeting of Unitholders that have a significant impact on the management structure of the Investment Corporation and may affect the interests of the unitholders shall not be subject to the deemed approval set forth in Article 93, Paragraph 1 of the Investment Trusts Act and Article 15, Paragraph 1 of the Articles of Incorporation (Concerning Article 15, Paragraph 2 of the Proposed Amendments).
3. The Investment Corporation will newly establish a provision to the effect that the term of office of executive directors and supervisory directors may be extended or shortened to the extent provided by laws and regulations by resolution of the General Meeting of Unitholders (Concerning Article 20, Paragraph 2).
4. In light of the fact that the audit work will increase as the size of assets under management expands with the implementation of the Merger, while the role and responsibility of accounting auditor are further increasing, the Investment Corporation will change the upper limit of the amount of compensation for the accounting auditor in order to make it possible to adjust the amount of compensation for the accounting auditor to a reasonable level corresponding to the audit work for which the accounting auditor is requested (Concerning Article 29).
5. The Investment Corporation will make changes to increase the maximum amount of debt financing and issuance of investment corporation bonds as the asset size, and the outstanding balance of debt financing and investment corporation bonds of the Investment Corporation thereby will expand due to the Merger (Concerning Article 33, Paragraph 4).
6. Following the Merger, the Investment Corporation will make changes to the asset types and targeted investment area of the real estate serving as the main body of real estate-related assets and the real estate backing such assets as set forth in Attachment 1 of the Articles of Incorporation, which are the investment targets of the Investment Corporation (Concerning "Investment Policies", Attachment 1).
7. In order to further expand investment opportunities and diversify investment methods for the Investment Corporation, the Investment Corporation will make changes to enable investment in the rights under the investment limited partnership agreements as provided in Article 3, Paragraph 1 of the Limited Partnership Act for Investment (Act No. 90 of 1998; as amended), and will make necessary amendments to the investment limitations and the methods of asset evaluation in line with such changes (Concerning "Types, Purposes and Scope of Specified Assets Targeted for Asset Management" and "Investment Limitations" of Attachment 1, and Attachment 2).
8. In order to establish an asset management fee structure that is more closely linked to the interests of unitholders and sustainability indicators in connection with the Merger, with respect to the fee structure of the Asset Management Company, the Investment Corporation will (i) reduce the rate of the Asset Management Fee I, which is a total assets based fee, (ii) change the calculation method of the Asset Management Fee II, which is linked to the interests of unitholders, and establish the Investment Unit Performance Fee and abolish the Asset Management Fee III, and (iii) establish the ESG Performance-Linked Fee, which is linked to sustainability indicators and amend the Adjustment Provisions and make other necessary changes accordingly (Concerning Attachment 3).
9. Since the amendments to the Articles of Incorporation set forth in (1), (2), (8), (9), (10) and (12) above shall take effect subject to the Merger taking effect, the Investment Corporation will provide to that effect in the Supplementary Provisions (Concerning Article 39 of the Proposed Amendments).
10. In addition to above amendments, the Investment Corporation will make other revisions to the wording and provisions.
    (For details concerning the partial amendments to the Articles of Incorporation, please refer to "Notice Concerning the Twelfth General Meeting of Unitholders" attached to this press release as Attachment)

3. Appointment of Directors

Reasons for the appointments are as follows.

1. This is to request to once again appoint one Executive Director (candidate: Hiroaki Momoi) as of the effective date of the Merger subject to the Merger taking effect, because Executive Director Hiroaki Momoi has tendered his resignation as of the end of the day before the effective date of the Merger in order to adjust his term of office subject to the Merger taking effect.
2. This is to request the new appointment of one Alternate Executive Director (candidate: Moyuru Watanabe) as of the effective date of the Merger, subject to the Merger taking effect, in order to avoid a situation where there is a vacancy in the office of Executive Director or a situation where there are fewer Executive Directors

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than the number designated by the relevant regulatory requirements.

1. This is to request the new appointments of four Supervisory Directors (candidates: Akiko Tokuma (Note 1), Osamu Utsunomiya (Note 2), Akiko Yamakawa (Note 3) and Satoru Yamanaka) as of the effective date of the Merger, subject to the Merger taking effect, as two Supervisory Directors, Yoshihiro Morishima and Takahiro Seki, have tendered their resignation as of the end of the day before the effective date of the Merger, subject to the Merger taking effect, and also given that Supervisory Director Akiko Tokuma has tendered her resignation as of the end of the day before the effective date of the Merger, subject to the Merger taking effect, in order to adjust her term of office.
   (For details concerning the appointment of directors, please refer to "Notice Concerning the Twelfth General Meeting of Unitholders" attached to this press release as Attachment.)
   (Note 1) Akiko Tokuma is currently supervising the overall exercise of duties of the Investment Corporation's Executive Director.
   (Note 2) Osamu Utsunomiya is currently supervising the overall exercise of duties of KDR's Executive Director as Supervisory Director of KDR, which is one of the parties of the Merger.
   (Note 3) Akiko Yamakawa is currently supervising the overall exercise of duties of KRR's Executive Director as Supervisory Director of KRR, which is one of the parties of the Merger.

4. Schedule

July 19, 2023 Board of Directors to approve the proposals to be submitted to the General Meeting of Unitholders

August 1, 2023 Delivery of the Notice Concerning the Twelfth General Meeting of Unitholders (scheduled) August 22, 2023 General Meeting of Unitholders (scheduled)

• Notice Concerning the Twelfth General Meeting of Unitholders

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 July 19, 2023. However, no assurance or warranties are given for the completeness or accuracy of this English translation.

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(Securities Code: 8972) (Date of Notice) August 1, 2023 (Commencement Date of Electronic Provision Measures) July 20, 2023

To Our Unitholders

Hiroaki Momoi

Executive Director

Kenedix Office Investment Corporation

2-1-6 Uchisaiwaicho, Chiyoda-ku, Tokyo

Notice Concerning the Twelfth General Meeting of Unitholders

You are cordially invited to attend the Twelfth General Meeting of Unitholders of Kenedix Office 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. Monday, August 21, 2023.

In addition, the Investment Corporation has established a "deemed approval" provision in Article 15 of its current Articles of Incorporation pursuant to Article 93, paragraph 1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951; as amended, "the Investment Trusts Act").

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 deemed as 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

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"Notice Concerning General Meeting of Unitholders" on the "General Meeting of Unitholders" page on its website. Please visit and refer to the link below.

Investment Corporation's website: https://www.kdo-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 Office Investment Corporation" or the security code "8972," 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)

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