Kenedix Office Investment : Notice Concerning Changes to the Articles of Incorporation and Appointment of Directors

Translation of Japanese Original

December 14, 2021

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.

Masahiko Tajima, President & CEO

Inquiries:

Hiroaki Momoi

Head of Strategic Planning,

Office REIT Department

TEL: +81-3-5157-6010

Notice Concerning Changes to the Articles of Incorporation and Appointment of Directors

Kenedix Office Investment Corporation ("the Investment Corporation") has announced that its Board of Directors held a meeting today and resolved to submit proposals on changes to its Articles of Incorporation and the appointment of directors to its Eleventh General Meeting of Unitholders, to be held on January 28, 2022.

The following matters shall take effect upon approval by the said General Meeting of Unitholders. Details are set forth below.

1. Changes to the Articles of Incorporation Reasons for changes are as follows:

1. Following changes to the method of valuing securities and rights pertaining to derivative transactions at fair value in accordance with the announced ASBJ Statement No. 30 ("Accounting Standard for Measurement of Fair Value") and ASBJ Statement No. 10 ("Accounting Standard for Financial Instruments"), including the relevant newly enacted or revised accounting standards, guidance, etc., the Investment Corporation will change the relevant provisions in its Articles of Incorporation (concerning Attachment 2 of the current Articles of Incorporation).
2. The following changes will be made to the Asset Management Fee payable to the Asset Management Company (concerning Attachment 3 of the current Articles of Incorporation):
3. 1. With regard to the Acquisition Fee, in the midst of the intense competition for acquisitions with competitors in the real estate market, the operational burden in terms of information-gathering, investigation of targeted real estate to be acquired, and adjustments to the terms and conditions of various contracts has increased significantly in recent times. However, the rate to be multiplied by the acquired value for determining the Acquisition Fee has remained unchanged since the establishment of the Investment Corporation. Accordingly, such rate will be raised from 0.5% to 1.0% to bring the amount of the Acquisition Fee to a level that is commensurate with the increased operational burden. Additionally, in consideration of the fact that there is no particular difference in the operational burden on the Asset Management Company related to the acquisition of real estate whether the real estate is acquired from interested parties or third parties (i.e., other than interested parties), the provisions on the rate applicable to acquisitions from interested parties will be abolished in order to bring the amount of the Acquisition Fee to a level that is commensurate with the relevant operational burden.
   2. With regard to the Disposition Fee, the provision on the rate of Disposition Fee, which has been calculated by multiplying the disposition value by a rate of up to 0.5% regardless of the profit or loss from the disposition, will be abolished. A new performance-based rate will be put in place, under which a portion of final profits (if any) on disposition during the relevant business period will be paid as the Disposition Fee. This will strengthen the alignment of interests with the Unitholders.

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1. 1. In addition to the above, changes to expressions and amendments to wording, such as correction of errors, text revisions, deletion of unnecessary provisions or otherwise shall be made.
      (For more details regarding changes to the Investment Corporation's Articles of Incorporation, please refer to the "Notice Concerning the Eleventh General Meeting of Unitholders", attached hereto.)
2. Appointment of Directors
   The reasons for this proposal are as follows:
3. 1. The request for the appointment of one (1) new Executive Director (Candidate: Hikaru Teramoto) as of February 1, 2022, is because the term of office of Hiroaki Momoi as Executive Director will expire as of January 31, 2022.
   2. The request for the appointment of one (1) new Alternate Executive Director (Candidate: Hiroaki Momoi) as of February 1, 2022 is for purposes of avoiding the situation of having a vacancy in the office of Executive Director or of having fewer Executive Directors than the number designated by the relevant regulatory requirements.
   3. The request for the appointment of three (3) Supervisory Directors (Candidates: Yoshihiro Morishima,
      Takahiro Seki, and Akiko Tokuma [(name in family register: Akiko Iwasaki)]) as of February 1, 2022, is because the term of office of Shiro Toba, Yoshihiro Morishima and Takahiro Seki as Supervisory Directors will expire as of January 31, 2022.
      (For more details regarding the appointment of directors, please refer to the "Notice Concerning the Eleventh General Meeting of Unitholders", attached hereto.)
4. Schedule
   December 14, 2021 Approval by the Board of Directors of proposals submitted to the Eleventh General Meeting of Unitholders
   December 24, 2021 Notice of Convocation of the Eleventh General Meeting of Unitholders (Scheduled)
   January 28, 2021 The Eleventh General Meeting of Unitholders (Scheduled)

[Attachment] Notice Concerning the Eleventh 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 December 14, 2022. However, no assurance or warranties are given for the completeness or accuracy of this English translation.

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(Securities Code: 8972)

December 24, 2021

To Our Investors

Hiroaki Momoi

Executive Director

Kenedix Office Investment Corporation

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

Notice Concerning the Eleventh General Meeting of Unitholders

You are cordially invited to attend the Eleventh 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. January 27, 2022 (Thursday).

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. 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.

Respectfully yours.

1. Date and Time
   2:00 p.m., January 28, 2022 (Monday)
   (Attendees will be allowed into the venue from 1:30 p.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: Changes to the Articles of Incorporation
   Agenda Item No. 2: Election of One (1) Executive Director
   Agenda Item No. 3: Election of One (1) Alternate Executive Director
   Agenda Item No. 4: Election of Three (3) Supervisory Directors

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Note:

(Requests)

• For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk.
• Unitholders voting by proxy can vote by having another individual unitholder who holding voting rights and attending the General Meeting of Unitholders 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)

• When it is necessary to revise the matters to be described in the Reference Materials for the General Meeting of Unitholders up to the day before the General Meeting of Unitholders, we will post the revisions on the Investment Corporation's website (https://www.kdo-reit.com/en/).
• The Asset Management Status Briefing that was held after the previous General Meeting of Unitholders by Kenedix Real Estate Fund Management, Inc., the Investment Corporation's asset management company, will not be held this time in order to shorten the time spent by investors at the meeting venue. We appreciate your understanding.
• Please kindly note that no gifts will be handed out to investors attending the Eleventh General Meeting of Unitholders.

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Regarding the measures to the new coronavirus infection (COVID-19)

In light of the COVID-19 infections in Japan, the Investment Corporation plans to take the following measures in reference to the "Q&A Concerning Operation of General Meetings of Shareholders" (including subsequent revisions) published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on April 2, 2020, in order to prevent the COVID-19 infections at the general unitholders' meeting. The Investment Corporation requests for the understanding and cooperation of our unitholders.

(Requests to Unitholders)

• Voting rights at the general unitholders' meeting may also be exercised in writing. In order to reduce the risk of infections, those with cold-like symptoms, the elderly, those with underlying medical conditions and those who are pregnant are recommended not to attend the general unitholders' meeting and to exercise their voting rights by advance mailing of the enclosed Voting Rights Exercise Form.
• Unitholders who do not fall under the categories mentioned above are also requested to consider exercising their voting rights in writing in order to reduce the risk of infections.

(Requests to Unitholders who will attend)

• Please note in advance that in order to take necessary measures to prevent the COVID-19 infections, we may restrict attendance at the meeting venue on the day of the meeting.
• The Investment Corporation would appreciate the understanding of our unitholders that candidates for the positions of executive director, supervisory director and alternative executive director, and the management staff

at the general unitholders' meeting will be wearing masks and will speak with their masks on.

・ The Investment Corporation would like to ask our unitholders to wear masks to the meeting venue. and to clean hands with alcohol sanitizers at the reception desk.

• We will conduct body temperature checks at the entrance of the meeting venue. Please note in advance that unitholders with symptoms such as cough or temperatures of 37.5°C or higher at the time of measurement may be refused participation at the general unitholders' meeting.
• Please note in advance that the management staff may approach those who seem to be unwell during the general unitholders' meeting and may ask them to leave their seats.
• The Investment Corporation would appreciate your understanding that in addition to the above, necessary measures may be taken from the perspective of maintaining order at the general unitholders' meeting and preventing the COVID-19 infections.

Depending on any new developments, the general unitholders' meeting may be postponed or the meeting venue may be changed, and the above measures may be changed. In such a case, please check the notification posted on the Investment Corporation's website (https://www.kdo-reit.com/en/).

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