KDX Realty Investment Corporation
Result of the 13th General Meeting of Unitholders Resolution (Reference) (July 25, 2025)
Content of Resolution
Agenda Item No. 1: Partial Amendments to the Articles of Incorporation
Amendments to specific clauses of the Articles of Incorporation are proposed.
Agenda Item No. 2: Election of One (1) Executive Director
Hiroaki Momoi is appointed as Executive Director.
Agenda Item No. 3: Election of Four (4) Supervisory Directors
Satoru Yamanaka, Akiko Yamakawa, Osamu Utsunomiya and Akiko Tokuma are appointed as Supervisory Directors.
Number of Voting Rights Relating to the Declaration in Favor and Opposition Regarding the Matters to be Resolved and Result of Resolution
Matters to be Resolved
Number in Favor
Number in Opposition
Ratio in Favor (%)
Result of Resolution
Agenda Item No. 1
3,957,848
71,847
97.99
Approved
Agenda Item No. 2
Hiroaki Momoi
3,572,827
456,903
88.45
Approved
Agenda Item No. 3
Satoru Yamanaka
3,617,535
412,158
89.56
Approved
Akiko Yamakawa
4,024,844
4,849
99.64
Approved
Osamu Utsunomiya
4,023,907
5,786
99.62
Approved
Akiko Tokuma
4,024,710
4,983
99.64
Approved
Note 1: Total number of voting rights that can be exercised at the General Meeting of Unitholders is 4,039,198. The total number of voting rights which have been confirmed to be in favor for the respective proposals among those exercised in advance up until the day before the General Meeting of Unitholders and those exercised by unitholders in attendance, plus the number of voting rights deemed to be in favor under the provisions concerning deemed affirmative votes (Note), is divided by the total number of voting rights of unitholders in attendance (including attendance by deemed affirmative votes (Note)), which is 4,039,198, and rounded to the second decimal place.
Note 2: Agenda Item No. 1 should be supported by attending unitholders who hold a majority of the issued units, and is approved with the support of at least two-thirds of the voting rights of attending unitholders (including attendance by deemed affirmative votes (Note)).
Note 3: Agenda Item No. 2 and No. 3 are approved with the majority support of the voting rights of attending unitholders (including attendance by deemed affirmative votes (Note)).
Handling of the Number of Voting Rights for Attending Unitholders who could not Confirm their Support or Opposition
Resolution was made by totaling the prior exercise of support and opposition on the day before the General Meeting of Unitholders and attending unitholders that could be confirmed with respect to their support and opposition, and the voting rights regarded as compatible by the application of the provisions regarding deemed affirmative vote (Note). Since the passage or denial of the matters become clear, the number of voting rights among the unitholders attending at the day of the General Meeting of Unitholders does not confirm the support, opposition or abstention and are not added to the number of voting rights.
Note: Based on the Act on Investment Trusts and Investment Corporations, Article 93 (1), deemed affirmative vote is defined as below in the Articles of Incorporation, Article 15.
Article 15 (Deemed Approval)
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).
Notwithstanding the provisions of the preceding Paragraph, deemed approval in the provisions of the preceding Paragraph shall not apply to the resolutions on agenda items under Article 104, Paragraph 1 (Dismissal of Officers and Accounting Auditors), Article 140 (Revising the Articles of Incorporation) (limited to the formulation, revision or abolition of provisions concerning deemed approval), Article 143, item 3 (Dissolution), Article 205, Paragraph 2 (Consent to Cancellation of Entrustment Contracts for Asset Management) or Article 206, Paragraph 1 (Cancellation of Entrustment Contracts for Asset Management) of the Investment Trusts Act.
Unitholder votes that are deemed as having approved agenda items pursuant to the provisions of the Paragraph 1 will be added to the votes cast by attending unitholders.
