[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
June 23, 2014
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Name of representative:
Naoki Fukuda, Executive Director
Roppongi Hills Mori Tower
6-10-1 Roppongi, Minato-ku, Tokyo, Japan(Securities code: 8963)
Asset manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, CEOContact: Akiko Watanabe, Manager(Tel. +81-3-5411-2731)

Notice concerning Issuance of New Investment Unitsand Secondary Distribution of Investment Units

Invincible Investment Corporation (INV) announced today its decision concerning the issuance of
new investment units and secondary distribution of investment units, as follows.
1. Issuance of new investment units through public offering(1)

Number ofInvestment Units tobe offered: 1,040,000 investment units(2)

Amount to be paid in: To be determined(issue value)(The amount to be paid in shall be determined at the Board of
Directors Meeting to be held on a date between July 9, 2014 andJuly 11, 2014 (“Issue Price Determination Date”). Amount to be
paid in (issue value) refers to an amount INV shall receive from
Underwriters (as defined in (5)(ii) below) as payment proceeds perinvestment unit.)(3)

Total amount to be
paid in (total issue
value): To be determined(4)

Issue price: To be determined(offer price)

The issue price concerned shall be determined at the Board of
Directors Meeting to be held on the Issue Price Determination

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

1Date, taking into consideration the level of demand and otherfactors, using as a tentative price a figure obtained by multiplying a
number between 0.90 and 1.00 by the closing price of theinvestment units of INV (investment units of INV are hereinafterreferred to as “Investment Units”) for ordinary trading at the Tokyo
Stock Exchange, Inc. (“Tokyo Stock Exchange”) on the Issue Price
Determination Date (in the event of no closing price on such date
being available, the closing price on the immediately precedingdate) (any fraction of one yen shall be rounded down to the nearest
yen).
(5)

Offering method: Investment Units shall be offered simultaneously in Japan andoverseas (the Domestic Public Offering, the Overseas Offering, theOverseas Secondary Offering mentioned in “2. Secondary offeringof Investment Units outside Japan” and the Overallotment
Secondary Offering mentioned in “3. Secondary offering ofInvestment Units” (each as defined below) shall be collectively
referred to as the “Global Offering,” for which certain of theDomestic Underwriters (as defined below) shall serve as joint
global coordinators).
(i)

Domestic public offering
Investment Units shall be offered through a public offering inJapan (“Domestic Public Offering”), and all Investment Units
for the Domestic Public Offering shall be underwritten andpurchased by certain domestic underwriters (collectively
referred to as the “Domestic Underwriters”).
Certain of the Domestic Underwriters shall serve as joint leadmanagers.

(ii)

Overseas offering
Investment Units shall be offered in overseas markets,consisting mainly of the U.S. and European markets(provided, however, that offering in the U.S. market shall be
restricted to qualified institutional buyers pursuant to Rule
144A under the U.S. Securities Act of 1933) (referred to as
the “Overseas Offering” and, together with the Domestic
Public Offering, the “Offerings”). Certain overseas
underwriters (referred to as the “Overseas Underwriters” andtogether with the Domestic Underwriters, the “Underwriters”),
shall conduct the Overseas Offering through the individual
underwriting and purchase of all the Investment Units.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

2

(iii)The total number of Investment Units to be issued in theOfferings concerned shall be 1,040,000, consisting of
585,604 units for the Domestic Public Offering and 454,396
units for the Overseas Offering, the ultimate details of whichshall be determined on the Issue Price Determination Date,taking into consideration the level of demand and otherfactors.

(6)

Details of theunderwriting
agreements: The Underwriters shall, on the payment date stated in (9)shown below, pay INV the total amount to be paid in (issue
value), and any difference between the total amount of theissue price (total offer price) and the total amount to be paid in(issue value) arising in the Offerings shall be retained by the
Underwriters. No underwriting fee shall be paid by INV to theUnderwriters.

(7)

Subscription unit

: One unit or more in multiples of one unit

(8)

Subscription period: From the Japanese business day immediately following the Issue
Price Determination Date to the second Japanese business day
following the Issue Price Determination Date

(Domestic Public
Offering)
(9)

(10）

Payment date

: A date between July 16, 2014 and July 18, 2014 date which shallbe five Japanese business days after the Issue Price
Determination Date

Delivery date

: The Japanese business day immediately following the payment
date

(11)

The Board of Directors Meeting to be held in the future shall determine the issue price (offer
price), the amount to be paid (issue value), the ultimate breakdown of the number of
Investment Units for the Domestic Public Offering and for the Overseas Offering and anyother matter required for the issuance of the new Investment Units.

(12)

Among the above-mentioned items, the Domestic Public Offering-related matters shall be
subject to the securities registration under the Financial Instruments and Exchange Act
becoming effective.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

32.

Secondary offering of Investment Units outside Japan(1)

Seller： Infinite Value Investment Ltd.

(2)

Number ofInvestment Units tobe offered in thesecondary offering： 70,151 Investment Units
The above-mentioned number of Investment Units to be offered in
the secondary offering outside Japan (“Overseas Secondary
Offering”) is subject to change.
The number of Investment Units to be offered in the Overseas
Secondary Offering shall be determined at a Board of Directors
Meeting to be held on the Issue Price Determination Date, taking
into consideration the level of demand and other factors.

(3)

Offer price： To be determined(To be determined at the Board of Directors Meeting to be held on
the Issue Price Determination Date. The offer price shall beidentical to the issue price (offer price) for the Offerings)(4)

Total offer value： To be determined(5)

Offering method： Investment Units shall be offered, consisting mainly of the U.S. andEuropean markets (provided, however, that offering in the U.S.
market shall be restricted to qualified institutional buyers pursuant
to Rule 144A under the U.S. Securities Act of 1933). Overseas
Underwriters shall conduct the Overseas Secondary Offering
through the individual underwriting and purchase of all theInvestment Units.

(6)

In the event the Offerings are suspended, the Overseas Secondary Offering shall also be
suspended.

(7)

The offer price and other matters required for the Overseas Secondary Offering shall be
determined at a Board of Directors Meeting to be held in the future.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

43. Secondary offering of Investment Units (overallotment secondary offering) (please see “Reference”
below)(1)

Seller： A Domestic Underwriter(2)

Number ofInvestment Units tobe offered in thesecondary offering： 55,507 Investment Units

Offer price： To be determined(3)

The above-mentioned number of Investment Units to be offered in
the secondary offering is the number of Investment Units to beoffered in an overallotment secondary offering that will be
conducted by a Domestic Underwriter (the “Overallotment
Secondary Offering”), taking into consideration the level of demandand other factors in the Domestic Public Offering. The
above-mentioned number of Investment Units in the secondaryoffering is the maximum number of Investment Units to be offeredin the Overallotment Secondary Offering, and, depending on thelevel of demand and other factors, such number may decrease or
such Overallotment Secondary Offering itself may not take place atall. The number of Investment Units to be offered in theOverallotment Secondary Offering shall be determined at a Boardof Directors Meeting to be held on the Issue Price Determination
Date, taking into consideration the level of demand and otherfactors in the Domestic Public Offering.
(To be determined at the Board of Directors Meeting to be held on
the Issue Price Determination Date. The offer price shall beidentical to the issue price (offer price) for the Domestic Public
Offering)(4)

Total offer value： To be determined(5)

Offering method： Apart from the Domestic Public Offering, one of the Domestic
Underwriters shall offer Investment Units in the secondary offering
up to a maximum of 55,507 units to be borrowed from Rayo Godo
Kaisha (“Rayo”), a holder of Investment Units (such borrowed
Investment Units shall be referred to as “Borrowed Units”), taking
into consideration the level of demand and other factors in theDomestic Public Offering.

(6)

Subscription unit

： One unit or more in multiples of one unit

(7)

Subscription period： Identical to the subscription period for the Domestic Public Offering(8)

Delivery date

： Identical to the delivery date for the Domestic Public Offering(9)

In the event the Domestic Public Offering is suspended, the Overallotment Secondary
Offering shall also be suspended.

(10)

The offer price and other matters required for the Overallotment Secondary Offering shall be
determined at a Board of Directors Meeting to be held in the future.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

5

(11)

4.

The above-mentioned items shall be subject to the securities registration under the Financial
Instruments and Exchange Act becoming effective.
Issuance of new investment units through third-party allotment： 55,507 Investment Units(1)

Number ofinvestment units tobe offered(2)

Amount to be paid in ： To be determined(issue value)(To be determined at the Board of Directors Meeting to be held on
the Issue Price Determination Date. The amount to be paid in(issue value) shall be identical to the amount to be paid in (issue
value) for the Domestic Public Offering)： To be determined(3)

Total amount to be
paid in (total issue
value)(4)

Allottee and number ： A Domestic Underwriter: 55,507 units
of investment units tobe allotted(5)

Subscription unit

： One unit or more in multiples of one unit

(6)

Subscription period： August 12, 2014

(Subscription date)： August 13, 2014

(7)

Payment date

(8)

Investment units for which no application for subscription has been made during thesubscription period (subscription date), mentioned in (6) shown above, shall not be issued.

(9)

The amount to be paid in (issue value) and any other matter required for the issuance of
these new investment units through third-party allotment (“the Third-Party Allotment
Concerned”) shall be determined at a Board of Directors meeting to be held in the future.

(10)

In the event overallotment secondary offering is suspended, the issuance of new investment
units through the Third-Party Allotment Concerned shall also be suspended.

(11)

Each of the items above shall be subject to securities registration under the Financial
Instruments and Exchange Act becoming effective.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

6

<Reference>
1. Overallotment Secondary Offering and related matters(1)
Taking into consideration the level of demand and other factors in the Domestic Public
Offering, one of the Domestic Underwriters (the “Selling Domestic Underwriter”) may conduct
a secondary offering in Japan of Investment Units, using a maximum of 55,507 units to beborrowed from Rayo, a holder of Investment Units (the “Overallotment Secondary Offering”).
The above number of Investment Units to be offered in the Overallotment Secondary Offeringis the maximum number of Investment Units for the secondary offering. Depending on thelevel of demand and other factors, such number of Investment Units to be offered may
decrease, or the Overallotment Secondary Offering itself may not take place at all.
In relation to the Overallotment Secondary Offering, INV’s Board of Directors Meeting, held on
June 23, 2014, adopted a resolution to issue 55,507 new Investment Units through athird-party allotment to the Selling Domestic Underwriter, with August 13, 2014 as thepayment date, for the purpose of allowing the Selling Domestic Underwriter to acquire
investment units required for returning the borrowed investment units.
Additionally, during the period from the date following the last subscription period date for theDomestic Public Offering and the Overallotment Secondary Offering until August 8, 2014 (the“Syndicate Cover Transaction Period”), the Selling Domestic Underwriter may purchase, on
the Tokyo Stock Exchange, Investment Units in a quantity up to the number of Investment
Units offered in the Overallotment Secondary Offering for the purpose of returning the
Borrowed Units (such purchases, each a “Syndicate Cover Transaction”). All the Investment
Units purchased by the Selling Domestic Underwriter through such Syndicate CoverTransactions will be used for returning the Borrowed Units. During the Syndicate CoverTransaction Period, the Selling Domestic Underwriter may, based on its own judgment, notcarry out any Syndicate Cover Transactions or may conduct Syndicate Cover Transactions in
an amount less than the number of Investment Units offered in the Overallotment Secondary
Offering.
In addition, the Selling Domestic Underwriter may engage in stabilizing transactions inconnection with the Domestic Public Offering and the Overallotment Secondary Offering, andmay use all or part of the Investment Units purchased through such stabilizing transactions toreturn the Borrowed Units.
As for the number of investment units to be determined by subtracting the number ofinvestment units purchased through the Syndicate Cover Transaction and stabilizing
transaction, to be used for returning the borrowed investment units, from the number ofinvestment units offered in the overallotment secondary offering, the Domestic Underwriterintends to acquire such number of Investment Units through accepting the allotment under theThird-Party Allotment Concerned.
Consequently, there may be cases where there will be no subscription for whole or part of theinvestment units to be issued through the Third-Party Allotment Concerned, resulting in acommensurate shortfall in the ultimate number of investment units to be issued through theThird-Party Allotment Concerned, due to forfeiture, or there may be cases where such
issuance itself will not take place at all.
(2)
The transactions described above will be conducted by the Selling Domestic Underwriter
upon consultation with the other domestic joint lead managers.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

7

2.

Change in the number of Investment Units outstanding after the issuance of the new
Investment Units
Current number of Investment Units outstanding
1,573,179
Increase in the number of Investment Units outstanding due to theissuance of new Investment Units through the Offerings
1,040,000
Total number of Investment Units outstanding after the issuance of
new Investment Units through the Offerings
2,616,179
Increase in the number of investment units outstanding through theissuance of new investment units through the Third-Party Allotment
Concerned
55,507 (Note)
Total number of investment units outstanding after the issuance of
new investment units through the Third-Party Allotment Concerned
2,668,686 (Note)(Note) Represents the case where the Domestic Underwriter concerned has applied for all theinvestment units to be issued through the Third-Party Allotment Concerned, resulting in
the issuance of such investment units

3.

Objective and rationale for the issuance
After considering the market conditions and other factors, INV decided to issue new Investment
Units with the objective of achieving higher portfolio returns, increased financial position
stability and continuous growth of distributions per unit, through the acquisition of new specified
assets (these assets fall under the category of such asset as set forth in Article 2, Paragraph 1of the Act on Investment Trusts and Investment Corporations).

4.
Amount of funds to be raised, use of proceeds and scheduled timing of expenditure(1) Amount of funds to be raised (estimated net proceeds)
Up to JPY 23.8 billion (Note)(Note) Amount of funds to be raised (estimated net proceeds) (JPY 23.8 billion) = total amountof proceeds from the Domestic Public Offering (JPY 12.7 billion), the Overseas Offering(JPY 9.9 billion) and maximum proceeds from the issuance of new investment units
through the Third-Party Allotment Concerned (JPY 1.2 billion).
(2)

Specific use of proceeds and scheduled timing of expenditure
INV will use the proceeds from the Domestic Public Offering (JPY 12.7 billion) and theOverseas Offering (JPY 9.9 billion) to fund its acquisition of new specified assets announced
in “Notice concerning Acquisition of Assets and Entering into Leasing Contract” dated today.
The maximum proceeds from the issuance of new investment units through the Third-Party
Allotment Concerned (JPY 1.2 billion) will be retained as cash reserve to fund for the future
repayment of borrowings.
(Note) The above figures are the estimates calculated based on the closing price of theordinary trading at Tokyo Stock Exchange on June 11, 2014.

5.

Designation of allottee
Not applicableThis English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

8

6.
Others (Restrictions on sale and additional issuance)
With respect to the Global Offering, Calliope Godo Kaisha and Rayo shall reach an(1)agreement not to sell, without prior written consent of the joint global coordinators, any
Investment Units held since before the Global Offering, during the period from the Issue Price
Determination Date to a date 180 days from the delivery date (except for Rayo where
investment units are lent to a Domestic Underwriter for the purpose of Secondary Offering by
the Overallotment).
(2)

With respect to the Global Offering, INV shall reach an agreement not to issue, without priorwritten consent of the joint global coordinators, any Investment Units during the period fromthe Issue Price Determination Date to a date 90 days from the delivery date (except for theissuance of Investment Units through the offering concerned, the third-party allotment
concerned and investment unit split).

(3)

For (1) and (2) above, the joint global coordinators retain the right to terminate part or all of theaforementioned agreement and to shorten the restriction period concerned.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The transaction concerned does not involve any public offering of
securities in the United States.

9