(Securities Code: 8963)
November 26, 2018
To Our Unitholders
Roppongi Hills Mori Tower
6-10-1, Roppongi, Minato-ku, Tokyo
Invincible Investment Corporation
Naoki Fukuda, Executive Director

Convocation Notice for the General Unitholders Meeting
Invincible Investment Corporation (“the Investment Corporation”) hereby notifies you of andrequests your attendance at the general unitholders meeting for Investment Corporation to be held as
set out below.
Please note that if you are unable to attend the meeting, you are entitled to exercise your voting
rights in writing. Please refer to the reference documents for the general unitholders meetingattached hereto, fill out your vote in favor of or against the proposals on the voting form
enclosed in order to exercise voting rights and return the voting form to us.
If you are unable to attend the general unitholders meeting and your voting form does notreach us by 5:30 p.m. on December 11, 2018 (Tuesday), you will be deemed to be in favor ofeach of the proposals at such general unitholders meeting, pursuant to Paragraphs 1 and 3 ofArticle 93 of the Act on Investment Trusts and Investment Corporations and Article 25 of theArticles of Incorporation set out below.

(Excerpt from the Articles of Incorporation of the Investment Corporation)
Article 25 Deemed Affirmative Vote
1. If a unitholder neither attends a general unitholders meeting nor exercises his or her voting
rights, such unitholder shall be deemed to have voted affirmatively for the proposal submitted
to the general unitholders meeting (in cases where more than one proposal has been submitted
and they include conflicting proposals, excluding all of those conflicting proposals).
2. The number of voting rights held by unitholders that are deemed to have voted affirmatively
to the proposal pursuant to the preceding paragraph shall be included in the number of voting
rights held by the unitholders in attendance at the general unitholders meeting.

-1-Details

1. Date and Time:

December 12, 2018 (Wednesday) 10:00 a.m.
(reception will open at 9:30 a.m.)

2. Venue:

Bellesalle Yaesu, 2nd Floor, Room A + B + C
Yaesu First Financial Building
1-3-7, Yaesu, Chuo-ku, Tokyo

3. Meeting Agenda:
Matters to be Resolved
Proposal No. 1 Partial Amendment to Articles of IncorporationProposal No. 2 Appointment of One (1) Executive Director
Proposal No. 3 Appointment of One (1) Substitute Executive Director
Proposal No. 4 Appointment of Two (2) Supervisory Directors-End-(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to the reception atthe venue.
◎If you are to exercise your voting rights by proxy, you may appoint one (1) unitholder having
voting rights and have him/her attend the general unitholders meeting as your proxy pursuant tothe Article of Incorporation of the Investment Corporation. In such case, the proxy shall submit
a document evidencing his/her authority of a proxy together with your voting form, as well as
his/her voting form at the reception desk. Please also note only unitholders having voting rights
are allowed to attend the general unitholders meeting, and that any other persons
including a person acting as a proxy that is not a unitholder or a guest of a unitholder
may not attend the general unitholders meeting.
◎Method of notification in the case of amendment to the reference documents for the generalunitholders meeting:
Please note that, if the Investment Corporation needs to amend matters stated in the reference
documents for the general unitholders meeting, such amendment will be posted on the Investment
Corporation’s website (http://www.invincible-inv.co.jp/).
◎Following the general unitholders meeting, Consonant Investment Management Co., Ltd., theInvestment Corporation’s asset management company, will hold an “Asset Management Briefing”
at the same venue. Those attending the general unitholders meeting are cordially invited to thebriefing.
◎We will not provide any gifts for unitholders who attend the general unitholders meeting. We
appreciate your understanding.

-2-Reference Documents for the General Unitholders Meeting
Proposals and Reference Matters
Proposal No. 1
1.

Partial Amendment to Articles of Incorporation

Outline of Proposal and Reasons for Amendment(1) In order to clarify that the definition of “distributable amount” to be generated by theoperation of the assets by the Investment Corporation is identical to the “profits” stipulated
in the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, asamended), the Investment Corporation will add certain words necessary for such clarification
to the relevant article. (Matters related to Article 17, Item 1)(2) In view of growing importance of the roles and responsibilities of the independent auditor,and taking into consideration the fact that the volume of the audit work is increasing due toexpansion of the Investment Corporation’s asset size resulting from its internal and external
growth and other factors, the Investment Corporation will amend the maximum amount ofremuneration payable to its independent auditor so that the Investment Corporation may pay
a reasonable amount of remuneration to its independent auditor based on the volume of theaudit work requested by the Investment Company to its independent auditor. (Matters related
to Article 39)(3) With the consent of the asset management company, the asset management fees for theperiod from January 2013 to December 2018 have been reduced. The Investment
Corporation has further obtained the consent of the asset management company to reduce theamount of asset management fees for the period from January 2019 to December 2019 to an
amount which is lower than the amount that would be applicable if such reduction were notmade but higher than the amount that was applied in 2018 so that the amount of asset
management fees are appropriate considering the expansion of the Investment Corporation’s
asset size, profit level and other factors resulting from its internal and external growth.
Accordingly, the Investment Corporation will amend the standards concerning the amountand payment of the asset management fees for the period from January 2019 to December
2019. (Matters related to Article 41 and the Supplementary Provision.)(4) In addition, necessary revision and clarification of expressions, and other changes in thewording of the Investment Corporation’s Articles of Incorporation shall be made.

-3-2.

Content of Amendment

The Investment Corporation will amend part of the existing Articles of Incorporation as follows.

Existing Articles of Incorporation
Chapter IV
Calculation
Article 17 Policy on the Distribution of Funds
The Investment Corporation shall make
distributions of funds to unitholders or torecorded pledgees of investment units registeredor recorded in the last registry of unitholders oneach Closing Date in accordance with the policy
set forth below:(1) The distributable amount generated by theoperation of the assets by the Investment
Corporation (hereinafter referred to as the“Distributable Amount”) shall be theamount of profits calculated in compliancewith the Investment Trust Act or generallyaccepted accounting practices.

(2)
(3)
(4)
(5)
(6)

(Omitted.)(Omitted.)(Omitted.)(Omitted.)(Omitted.)

Chapter VII
Independent Auditor
Article 39 Standards for Payment of
Remuneration to Independent
Auditor
1. Remuneration for the independent auditor
shall be determined by the board of
directors within the maximum amount of
15 million yen per accounting period
subject to audit. The payment shall bemade within three months after theInvestment Corporation’s receipt of a claim
for remuneration from the independent
auditor which claim shall be made after theInvestment Corporation’s receipt of anaudit report from the independent auditor,
by remittance into the bank accountdesignated by the independent auditor.
(Omitted below.)
Chapter VIII
Asset Management Company, Asset
Custodian and Administrative Agent
Article 41 Standards for Amount and Paymentof Asset Management Fees to Asset(The amended portions are underlined.)
Proposed Amendment
Chapter IV
Calculation
Article 17 Policy on the Distribution of Funds
The Investment Corporation shall make
distributions of funds to unitholders or torecorded pledgees of investment units registeredor recorded in the last registry of unitholders oneach Closing Date in accordance with the policy
set forth below:(1) The distributable amount generated by theoperation of the assets by the Investment
Corporation (hereinafter referred to as the“Distributable Amount”) shall be theamount of profits (as stipulated in Article
136, Paragraph 1 of the Investment Trust
Act) calculated in compliance with theInvestment Trust Act or generally accepted
accounting practices.
(2) (No Change.)(3) (No Change.)(4) (No Change.)(5) (No Change.)(6) (No Change.)
Chapter VII
Independent Auditor
Article 39 Standards for Payment ofRemuneration to Independent
Auditor
1. Remuneration for the independent auditor
shall be determined by the board ofdirectors within the maximum amount of
25 million yen per accounting period
subject to audit. The payment shall bemade within three months after theInvestment Corporation’s receipt of a claim
for remuneration from the independent
auditor which claim shall be made after theInvestment Corporation’s receipt of anaudit report from the independent auditor,
by remittance into the bank accountdesignated by the independent auditor.
(No change below.)
Chapter VIII
Asset Management Company, Asset
Custodian and Administrative Agent
Article 41 Standards for Amount and Paymentof Asset Management Fees to Asset-4-

Existing Articles of Incorporation
Management Company
The standards for the amounts of the asset
management fees to be paid to the AssetManagement Company shall consist of amanagement fee, acquisition fee and disposition
fee and the amounts or calculation methods
thereof and time of payment of such fees shall be
specifically stated below:
Asset Management Fee:The Investment Corporation shall pay theamounts in (1) and the sum of the amounts in (2)below every half accounting period within six
months after the last day of each of the relevanthalf accounting periods.
(1) With respect to the period in and afterJanuary 2018 to December 2018, as thefees for every half accounting period (threemonths), an amount not exceeding thelower of either (A) the amount calculated
by multiplying the total amount of therelevant assets recorded as of the end of therelevant half accounting period by 0.4%,
and then dividing by 4 (disregarding any
amounts less than one yen) or (B)137,500,000 yen: and(2) With respect to the period in and afterJanuary 2019, as the monthly fees, thehigher of either (A) the amount calculated
by multiplying the total amount of therelevant assets recorded as of the end ofeach relevant month by 0.4%, and thendividing by 12 (disregarding any amounts
less than one yen) or (B) 25,000,000 yen.

Proposed Amendment
Management Company
The standards for the amounts of the asset
management fees to be paid to the AssetManagement Company shall consist of amanagement fee, acquisition fee and disposition
fee and the amounts or calculation methods
thereof and time of payment of such fees shallbe specifically stated below:
Asset Management Fee:The Investment Corporation shall pay theamounts in (1) and the sum of the amounts in (2)below every half accounting period within six
months after the last day of each of the relevant
half accounting periods.
(1) With respect to the period in and afterJanuary 2019 to December 2019, as thefees for every half accounting period (threemonths), an amount not exceeding thelower of either (A) the amount calculated
by multiplying the total amount of therelevant assets recorded as of the end of therelevant half accounting period by 0.4%,
and then dividing by 4 (disregarding any
amounts less than one yen) or (B)150,000,000 yen: and(2) With respect to the period in and afterJanuary 2020, as the monthly fees, thehigher of either (A) the amount calculated
by multiplying the total amount of therelevant assets recorded as of the end ofeach relevant month by 0.4%, and thendividing by 12 (disregarding any amounts
less than one yen) or (B) 25,000,000 yen.

Acquisition Fee:
(Omitted.)

Acquisition Fee:
(No Change.)

Disposition Fee:
(Omitted.)

Disposition Fee:
(No Change.)

Supplementary ProvisionThe amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2018.

Supplementary Provision
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2019.

-5-Proposal No. 2

Appointment of One (1) Executive Director

Since Naoki Fukuda, the executive director, represents his intention to temporarily resign from such
position as of the closing of this general unitholders meeting, the Investment Corporation will hereby
propose the new appointment of one (1) executive director.
In addition, this proposal has been submitted according to the unanimous agreement of thesupervisory directors at the board of directors meeting held on November 12, 2018.
The executive director candidate is as follows.

Name(Date of Birth)

Career Summary
Apr. 1985

Apr. 1998
Apr. 2000

Apr. 2004

Apr. 2006
Apr. 2008
Naoki Fukuda(Born on July 23,1962)

Apr. 2011
Apr. 2012
Apr. 2013

Apr. 2013
May 2013
May 2013

Jun. 2013

Joined The Dai-ichi Mutual Life Insurance
Company (current name: The Dai-ichi Life
Insurance Company, Limited)
Seconded to Dai-ichi Life Capital
Properties, Inc. as PresidentManager, Investment Affiliated Enterprises
Department of The Dai-ichi Mutual Life
Insurance Company
Deputy General Manager, Real Estate
Department, Real Estate Planning Group ofthe same
Seconded to Dai-ichi Life International(U.S.A.), INC. as President
Seconded to Japan Excellent AssetManagement Co., Ltd. as a Director andManager of the Real Estate Investment
Division
Seconded to SOHGO HOUSING CO., Ltd.
as an Executive Officer
Joined Prologis, Inc. as a Senior Vice
President and Finance Director, Asia
Joined Fortress Real Estate (Asia) GK(current name: Fortress Investment Group(Japan) GK) as a Managing Director
Advisor, Consonant Investment
Management Co., Ltd.
Seconded to Calliope Godo Kaisha
Seconded to Consonant Investment
Management Co., Ltd. as President andCEO (current position)
Executive Director of Invincible Investment
Corporation (current position)

Number ofInvestment
Corporation
Units Held0Notes:
1.
The executive director candidate above is the representative director of Consonant
Investment Management Co., Ltd., with whom the relevant asset management agreement
was executed by the Investment Corporation. Other than the above, there is no special
interest between the candidate and the Investment Corporation.
2.
The executive director candidate above is currently serving as the Executive Director of theInvestment Corporation and managing the whole business of the Investment Corporation.
-6-

Proposal No. 3

Appointment of One (1) Substitute Executive Director

In order to be prepared in the event the number of the Investment Corporation’s executive directors
falls below the number of executive directors as prescribed by laws and regulations, the Investment
Corporation will propose the appointment of one (1) substitute executive director.
Please note that the resolution regarding the appointment of Christopher Reed as the substituteexecutive director made at the general unitholders meeting held on December 21, 2017 will be voidon condition that this proposal be duly approved at this meeting.
In addition, this proposal has been submitted according to the unanimous agreement of thesupervisory directors at the board of directors meeting held on November 12, 2018.
The substitute executive director candidate is as follows.

Name(Date of Birth)

Career Summary
Jan. 2001
Mar. 2001

Christopher Reed
(Born on August 2,1970)

Apr. 2006
Sep. 2012

Oct. 2012
May 2013

Note:

Joined Prospect Asset Management, Inc.
Seconded to PROSPECT CorporationLtd. as a Director
Joined the same as a Director
Joined Fortress Real Estate (Asia) GK(current name: Fortress Investment
Group (Japan) GK) as a director (currentposition)
Advisor, Consonant Investment
Management Co., Ltd.
Director (part-time) of the same
(current position)

Number ofInvestment
Corporation Units
Held0

The substitute executive director candidate above is a director of Consonant Investment
Management Co., Ltd., with whom the relevant asset management agreement was executedby the Investment Corporation.
The appointment of the candidate as the substitute executive director may be cancelled by aresolution of the board of directors of the Investment Corporation prior to the candidate’s
assumption of office as the executive director.

-7-Proposal No. 4

Appointment of Two (2) Supervisory Directors

Since Hiroyuki Fujimoto, the supervisory director, represents his intention to temporarily resignfrom such position as of the closing of this general unitholders meeting, and Takashi Takahashi, thesupervisory director, represents his intention to resign from such position as of the closing of thisgeneral unitholders meeting, the Investment Corporation will hereby propose the new appointmentof two (2) supervisory directors.
The supervisory director candidates are as follows.

Candidate
NumberName(Date ofBirth)

Career SummaryOct. 1996
Apr. 1999
Aug. 2001

1

HiroyukiFujimoto(Born onMarch 31,1970)

Dec. 2004
Sep. 2005
Feb. 2010
Jan. 2017
Jul. 2017

Apr. 1996

2

YoshihiroTamura(Born on
August 20,1965)

Oct. 2011
Sep. 2013

Aug. 2017

Note:

Joined Deloitte Touche Tohmatsu (current
name: Deloitte Touche Tohmatsu LLC)
Registered as Certified Public Accountant
Founded CPA Fujimoto Office (currentoccupation)
Registered as tax accountant
Supervisory Director of LCP Investment
Corporation
Supervisory Director of Invincible
Investment Corporation (current position)
Outside Auditor of BRYCEN Co., Ltd.
(current position)
Outside Director, Audit & Supervisory
Committee Member of NEO
MARKETING INC. (current position)
Registered as lawyer (Tokyo BarAssociation)
Joined Shiba-Daimon Law Office (currentposition)
Statutory Auditor of BEQONEPARTNERS.Inc. (current position)
Special Committee Member of Dispute
Reconciliation Committee for Nuclear
Damage Compensation, Ministry ofEducation, Culture, Sports, Science andTechnology (current position)
OutsideMemberofCompliance
Committee, Mi-Casa Asset Management
Inc.

Number ofInvestment
CorporationUnits Held00

Of the supervisory director candidates above, Hiroyuki Fujimoto is currently serving as theSupervisory Director of the Investment Corporation and supervising the whole performanceof duties by the Investment Corporation’s Executive Director.

-8-Reference Matter
If there are conflicting proposals among the proposals to be submitted to this general unitholders
meeting, the provision “Deemed Affirmative Vote” prescribed in Article 25, Paragraph 1 of theArticles of Incorporation of the Investment Corporation shall not be applicable with respect to any ofsuch conflicting proposals.
Please note that none of the proposals from Proposal 1 to Proposal 4 above constitutes a conflicting
proposal.

End of document-9-Memo- 10 -Access Map to the Venue of the General Unitholders Meeting
Venue:

Bellesalle Yaesu 2nd floor, Room A + B + CYaesu First Financial Building
1-3-7, Yaesu, Chuo-ku, Tokyo, Japan
Phone: 03-3548-3770 (main)(Access from the nearest stations)- Directly connected to the A7 exit of “Nihonbashi” Station (Tokyo Metro Tozai Line, Tokyo
Metro Ginza Line and Toei Subway Asakusa Line)-3-minute walk from the Yaesu north exit of “Tokyo” Station (JR and Tokyo Metro MarunouchiLine)

Note:As traffic will be heavy and parking lots will be crowded in this area on the day of themeeting, it is recommended you do not come by car.

Please be careful not to visit Bellesalle Tokyo Nihonbashi in the neighborhood.

- 11 -