Notice Concerning Appointment of Directors and Statutory Auditors for the Asset Management Company

Transcription

1 Translation of Japanese Original To All Concerned Parties August 23, 2013 REIT Issuer: 2-2-9, Shimbashi, Minato-ku, Tokyo Kenedix Residential Investment Corporation Representative: Akira Tanaka, Executive Director (Securities Code Number: 3278) Asset Management Company: Kenedix Residential Partners, Inc. Representative: Akira Tanaka, President Contact: Akihiro Nakao, Director and CFO TEL Notice Concerning Appointment of Directors and s for the Asset Management Company Kenedix Residential Investment Corporation (the Investment Corporation ) announced that the Extraordinary Meeting of Shareholders of Kenedix Residential Partners, Inc. (the Asset Management Company ), the asset management company for the Investment Corporation, resolved the appointment of directors and statutory auditors of the Asset Management Company in connection with the upcoming merger (the Merger ) announced in the press release dated July 10, Details are as follows; 1. Newly Appointment of Directors (Effective as of effective date of the Merger (planned for October 1, 2013)) Director: Ryosuke Homma Director: Akira Tanaka Director: Naokatsu Uchida Director: Masahiko Tajima 2. Retirement of Directors (Effective as of the day before effective date of the Merger (planned for September 30, 2013)) Director: Akira Tanaka Director: Naoto Kojima Director: Akihiro Nakao 3. Newly Appointment of s (Effective as of effective date of the Merger (planned for October 1, 2013)) : Shintaro Kanno : Ninji Hayashi : Haruo Funabashi 4. Retirement of (Effective as of the day before effective date of the Merger (planned for September 30, 2013)) : Moyuru Watanabe 1

2 5. Brief Personal History of the Newly Appointed Directors and s Brief personal history of the newly appointed directors and statutory auditors is described in the exhibit. 6. Outlook After the appointment of directors and statutory auditors as described above, on the effective date of the Merger (planned for October 1, 2013), the following appointments will be made by the board of directors of the Asset Management Company. President and Representative Director: Ryosuke Homma COO, KDR General Manager of Fund Division: Akira Tanaka COO, KRI General Manager of Fund Division: Naokatsu Uchida Reporting and notifications with regard to the appointment of the statutory auditor will be conducted in accordance with the Financial Instruments and Exchange Law, the Building Lots and Building Transaction Business Law, and other applicable laws and regulations. 2

3 Brief Personal History of the Appointed Directors Title Name Brief Personal History President and Representative Director* Ryosuke Homma Director and COO, KDR General Manager of Fund Division * Director and COO, KRI General Manager of Fund Division * Akira Tanaka Naokatsu Uchida April 1968 April 1973 February 1979 June 1986 June 1992 September 1994 October 1996 November 2003 March 2007 March 2013 April 1987 September 2000 January 2004 September 2006 April 2008 December 2009 February 2010 August 2011 November 2011 April 1990 April 1995 April 1998 April 2005 October 2007 November 2007 June 2009 January 2010 January 2011 February 2012 March 2012 Exhibit Mitsubishi Corporation Mitsubishi Company (Thailand) Ltd. Baghdad Office, Mitsubishi Corporation Overseas Construction Department Los Angeles Office, Mitsubishi International Corporation President & CEO, MC Realty, Inc. CEO and President, Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.) CEO and President, Kenedix Advisors Co., Ltd. Chairman and Representative Director, Kenedix, Inc. Chairman and Director, Kenedix, Inc. Adviser, Kenedix, Inc (current President and Representative Director, Kenedix Real Estate Mizuho Trust & Banking Co., Ltd. (formerly Yasuda Trust & Banking Co., Ltd.) Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.) Director and COO, Kenedix Advisors Co., Ltd. Executive Officer and General Manager of Strategic Investment Department, Kenedix, Inc. Senior Executive Officer and General Manager of Strategic Investment Department, Kenedix, Inc. Director, Kenedix Asset Management, Inc. President and Representative Director, Kenedix Advisors, Inc. Director, Kenedix, Inc. Representative Director, Kenedix Residential Partners, Inc. (current Executive Director, Kenedix Residential Investment Corporation (current Director and COO, KDR General Manager of Fund Division, Kenedix Real Estate Fund Management, Inc. (planned) Kyoto Branch, Mitsubishi UFJ Trust and Banking Corporation (formerly The Mitsubishi Trust Banking Corporation) Business Development Division Real Estate Division Real Estate Project Origination Division MAC Advisers Inc. CEO, MAC Investment Management Inc. CEO, Joint Asset Management Co., Ltd. Financial Planning Division, Kenedix Office Partners, Inc. (formerly Kenedix REIT Management, Inc.) General Manager of Financial Planning Division CEO and President (current Executive Director, Kenedix Realty Investment Corporation (current Director and COO, KRI General Manager of Fund 3

4 Division, Kenedix Real Estate Fund Management, Inc. (planned) Director Masahiko Tajima April 1988 July 1994 October 1996 June 1998 July 2000 May 2005 June 2007 February 2012 Sumitomo Mitsui Trust Bank, Ltd. (formerly The Mitsui Trust and Banking Co., Ltd.) Business Affairs Department Credit Planning Department Securities Department Structured Finance Department, Sumitomo Life Insurance Company Kenedix, Inc. General Manager of Financial Planning Division, Kenedix Office Partners, Inc. (formerly Kenedix REIT Management, Inc.) Director and General Manager of Financial Planning Division Executive Officer and General Manager of Corporate Planning Department, Kenedix, Inc. (current Director, Kenedix Fund Management, Inc. (planned) * President and Representative Director, COO, KDR General Manager of Fund Division and COO, KRI General Manager of Fund Division will be appointed by the board of directors on the effective date of the Merger (planned for October 1, 2013). Brief Personal History of the Appointed s Title Name Brief Personal History Shintaro Kanno Ninji Hayashi Haruo Funabashi October 1994 March 2001 June 2001 March 2003 April 2004 April 1977 July 1987 August 2001 April 2006 October 2007 February 2010 April 2010 July 1969 June 1988 Tohmatsu & Co. Akasaka Houwa Accounting Firm, Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.) (current Shintaro Kanno Accounting Firm (current, Kenedix Advisors Co., Ltd. (current Nissoken Architects / Engineers (formerly Nippon Sogo Architects / Engineers) Mitsubishi UFJ Trust and Banking Corporation (formerly Mitsubishi Trust and Banking Corporation) General Manager of Real Estate Trust and Custodian Service Division Kenedix, Inc. President and Representative Director, Kenedix Advisors, Inc. General Manager of General Administration and Human Resources Department, Kenedix, Inc., Kenedix, Inc. (current, Kenedix Advisors, Inc. (current, Kenedix Office Partners, Inc. (formerly Kenedix REIT Management, Inc.) (current Ministry of Finance Deputy Financial Commissioner, Ministry of Finance 4

5 May 1989 March 1995 July 1997 June 1998 June 2000 July 2001 February 2003 May 2004 October 2004 October 2004 March 2005 June 2009 Counselor, Japanese Embassy in France Commissioner, Tokyo Customs Deputy Commissioner, National Tax Administration Secretary General, Securities and Exchange Surveillance Commission Deputy Vice-Minister, National Land Agency Vice-Minister for, Ministry of Land, Infrastructure and Transport Chief Executive Officer, Sirius Institute Inc. (current Visiting Professor, Graduate School of International Corporate Strategy, Hitotsubashi University, Kenedix Office Partners, Inc. (formerly KW REIT Management, Inc.) (current, Kenedix Advisors Co., Ltd. (current, Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.) (current Director, The Dai-ichi Life Insurance Company, Limited (formerly The Dai-ichi Mutual Life Insurance Company) (current * The original Japanese version of this material is distributed today to the Kabuto Club (the press club of the Tokyo Stock Exchange), the Ministry of Land, Infrastructure and Transport Press Club, and the Ministry of Land, Infrastructure and Transport Press Club for Papers in the Construction Industry. * Website URL of the Investment Corporation: [Provisional Translation Only] English translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail. 5