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

Translation of Japanese Original

November 10, 2021

To All Concerned Parties

REIT Issuer:

Kenedix Retail REIT Corporation

Representative: Moyuru Watanabe, Executive Director

(Securities Code: 3453)

Asset Manager:

Kenedix Real Estate Fund Management, Inc.

Representative: Masahiko Tajima, President & CEO

Contact:Koichiro Nobata, Head of Strategic Planning,

Retail REIT Department

TEL:[phone]

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

Kenedix Retail REIT Corporation ("KRR" or "the Investment Corporation") announced today that its Board of Directors held a meeting today to resolve on changes to its Articles of Incorporation and the appointment of new directors.

KRR plans to hold its Fourth General Meeting of Unitholders on December 22, 2021.

The aforementioned resolutions shall take effect upon approval by the General Meeting of Unitholders. Details of the resolutions are provided below.

1. Changes to the Articles of Incorporation Reasons for the changes are as follows:
   (1) A provision is added with regard to the investment unit performance fee, which was introduced with the purpose of linking the asset management fees received by the Asset Management Company more closely with unitholder interest. By this addition, negative excess return will be carried over to one business period following the business period when the total return on the Investment Corporation's investment units falls below the total shareholder return of the Tokyo Stock Exchange REIT Total Return Index during a particular business period and the excess return on the Investment Corporation's investment units becomes a negative figure (concerning Attachment of the current Articles of Incorporation).
   (2) We will revise the relevant provisions in accordance with the changes to the fair valuation method for the securities and the rights pertaining to derivative transactions due to the publication of ASBJ Statement No. 30
   "Accounting Standard for Fair Value Measurement" and ASBJ Statement No. 10 "Accounting Standard for Financial Instruments" (including newly established or amended accounting standards, guidelines, etc. relating thereto) and other reasons (Article 36, Paragraph 1, Item 6 and Item 9 of the current Articles of Incorporation).
   (3) In addition to the above, expressions, and words and phrases will be modified and revised for the preparation of provisions, clarification of the contents of provisions, correction of errors or otherwise.
2. Appointment of Directors

Reasons for proposal of new directors are as follows:

1. This is to request the appointment of one (1) Executive Director (Candidate: Moyuru Watanabe) as of January 1, 2022 since Executive Director Moyuru Watanabe submitted his temporary resignations for adjustment of his term effective as of December 31, 2021.
2. This is to request the appointment of one (1) Alternate Executive Director (Candidate: Koichiro Nobata) in

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preparation to avoid the case of vacant or having fewer Executive Directors than that designated by relevant regulatory requirements.

1. This is to request appointments of two (2) Supervisory Directors (Candidates: Yoshitoshi Yasu and Akiko Yamakawa) as of January 1, 2022 since Supervisory Directors Yoshitoshi Yasu and Akiko Yamakawa submitted their temporary resignations for adjustment of their terms effective as of December 31, 2021.
2. This is to request the appointment of one (1) Alternate Supervisory Director (Candidate: Satoshi Hiyama) in preparation to avoid the case of vacant or having fewer Supervisory Directors than that designated by relevant regulatory requirements.

(For more details regarding the appointment of directors, please refer to the "Notice Concerning the Fourth General Meeting of Unitholders" attached.)

3. Schedule

November 10, 2021: The Board of Director's approval for resolutions to be submitted to the Fourth General Meeting of Unitholders

November 25, 2021: Notice of Convocation of the Fourth General Meeting of Unitholder (Scheduled)

December 22, 2021: Fourth General Meeting of Unitholders (Scheduled)

Attachment 1: Outline of the Changes to the Asset Management Fee Structure

Attachment 2: Notice Concerning the Fourth General Meeting of Unitholders

KRR's website address:http://www.krr-reit.com/en/

This notice is the English translation of the Japanese announcement on November 10, 2021. However, no assurance or warranties are given for the completeness or accuracy of this English translation.

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Attachment 1

Changes of fee structure

Revise to increase the linkage between unitholder returns and the asset management fee

• Partial revision to the calculation method of the investment unit performance fee, which KRR first adopted in the J-REITsector
• Revised the method of calculation to factor in a case where KRR's investment unit prices underperform the TSE REIT Index

Revisions to the investment unit performance fee

	Before the change		After the change
Positive			KRR's excess return x Market capitalization x 0.1%
KRR's excess return x Market capitalization x 0.1%		If the previous period's excess return is negative, the excess return is offset by
excess return
		the previous period's negative performance figures
Negative	No investment unit performance fee is generated		No investment unit performance fee is generated
excess return		Negative performance figures are caried over to the next period

Investment unit performance fee estimates retroactively calculated based on the revisions

Fiscal periods for calculation

Percentage change of investment unit prices of KRR (a)

Percentage change of the TSE REIT Index (b)

Vs. TSE REIT Index Performance (a)-(b)

Rates for calculating fee (current)

Rates for calculating fee (after the change）

Business Period for Realizing Fee

10th 11th 12th

Mar. 2020 Sep. 2020 Mar. 2021

-41.2% 42.5% 30.6%

-25.3% 10.6% 18.9%

-15.9% 31.9% 11.7%

0.0% 31.9% 11.7%

0.0% 16.0% 11.7%

11th 12th 13th

(mn)
30.0						26			30%
20.0									20%
					13	13	13
10.0									10%
5	5
0.0		0	0	0	0				0%
	9th	10th	11th	12th	13th
-10.0									-10%
-20.0									-20%

Investment unit performance fee		Investment unit performance fee
(current, left axis)		(estimate after change, left axis)

Note 1 : Dividends are considered in the calculation of investment unit performance fee.

Note 2 : The changes of fee structure is subject to condition precedents including approval by the General Meeting of Unitholders to be held on December 22, 2021.

Excess return	Excess return
(current, right axis)	(estimate after change, right axis)

November 25, 2021

To Our Investors

Moyuru Watanabe, Executive Director

Kenedix Retail REIT Corporation

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

Notice Concerning the Fourth General Meeting of Unitholders

You are cordially invited to attend the Fourth General Meeting of Unitholders of Kenedix Retail REIT Corporation ("the Investment Corporation"). The Meeting will be held as described below.

Voting rights at the general unitholders' meeting may also be exercised in writing. If you prefer to exercise your voting rights in writing, please review the "Reference Material for the General Meeting of Unitholders" attached below, vote on the proposals in the enclosed Voting Rights Exercise Form, and return it by no later than Tuesday, December 21, 2021, 5:00 p.m.

In addition, the Investment Corporation established the provision of "deemed approval" in Article 15 of the current Articles of Incorporation pursuant to Article 93, Paragraph 1, of the Investment Trusts and Investment Corporations 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. Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights shall be deemed to approve the proposals for resolution (excluding any proposals with purposes that conflict with each other in the case that multiple proposals are submitted) submitted to the general meeting of unitholders.
2. The number of voting rights of unitholders deemed to approve the proposals for resolution pursuant to the preceding Paragraph shall be included in the number of voting rights of unitholders present.

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1. Date and Time
   Wednesday, December 22, 2021, 2:00 p.m. (start accepting 1:30 p.m.)
2. Place
   2-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
   Iino Building 4F, Iino Hall & Conference Center Room A1+A2+A3
3. Agenda of the Meeting Resolution Agendas:
   Agenda No. 1: Partial Changes to 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 Two (2) Supervisory Directors
   Agenda No. 5: Election of One (1) Alternate Supervisory Director

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(Requests)

• For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk.
• For those voting by proxy, a unitholder can vote by having another unitholder who holds voting rights attend the General Meeting of Unitholders and act as proxy. In that case, the proxy shall submit a Power of Representation Form and a Voting Rights Exercise Form at the reception desk.
• Upon attendance, please bring this notice for resource-saving.

(Information)

• When it is necessary to revise agendas contained in the Reference Materials for the General Meeting of Unitholders, we will post the revisions on the Investment Corporation's website (https://www.krr- reit.com/en/).
• KRR would appreciate your understanding that in order to shorten the time unitholders spend at the venue, Kenedix Real Estate Fund Management, Inc., the asset management company for the Investment Corporation, has decided not to hold the "the Asset Management Status Briefing", which was previously held after the General Meeting of Unitholders.
• There will be no gift prepared for unitholders who attend the General Meeting of Unitholders. We would like to ask for your kind understanding.

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