[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
November 18, 2022
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Naoki Fukuda, Executive Director(Securities code: 8963)
Asset Manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, President & CEO
Contact: Jun Komo
General Manager of Planning Department(Tel. +81-3-5411-2731)

Notice concerning Amendments of Articles of Incorporation andAppointment of Directors
Invincible Investment Corporation (“INV”) hereby announces that the Board of Directors resolved
at its meeting held today to propose the following agenda for partial amendments of Articles ofIncorporation and appointment of directors at the general meeting of unitholders (the “General
Meeting of Unitholders”) scheduled to be held on December 20, 2022. Details are as follows.
The agenda explained below shall take effect with its approval by the General Meeting ofUnitholders stated above.
Details1.

Main Contents and Reason for Amendments of Articles of Incorporation(1) As the amendments prescribed in the proviso to Article 1 of the Supplementary
Provisions of the “Act for Partial Amendment of the Companies Act” (Act No. 70 of2019) (including any amendments to the Act on Investment Trusts and Investment
Corporations, etc. relating thereto) came into effect on September 1, 2022, and the
Articles of Incorporation are deemed to have been amended on the same day toinclude provisions stating that it shall take measures to electronically deliver generalunitholders meeting reference documents, etc., a new provision shall be establishedto set forth such amendments for confirmatory purpose and also limit the scope of
items to be included in documents to be provided to unitholders that have requested
delivery of hard copies. (Matters related to Article 19-2 and the Supplementary
Provision.)(2) With the consent of Consonant Investment Management Co., Ltd., the asset

This English language notice is a translation of the Japanese-language notice released on November 18, 2022 and was prepared solely for the convenience of, andreference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions basedon their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

1management company, the asset management fees for the period from January 2013
to December 2022 have been reduced. INV has further obtained the consent of theasset management company to reduce the amount of asset management fees for theperiod from January 2023 to December 2023 to an amount which is lower than theamount that would be applicable if such reduction were not made, and which is at thesame level as the amount applied for the period from January 2022 to December 2022.
Accordingly, INV will amend the standards concerning the amount and payment of theasset management fees for the period from January 2023 to December 2023.
(Matters related to Article 41 and the Supplementary Provision.)
In addition, with the aim of setting the asset management fee to an appropriate amount,
INV and the asset management company regularly review the amount of the asset
management fee and the standards for payment. Regarding the asset management
fee for January 2024 onward, INV plan to discuss with the asset management company
so that it will be an appropriate amount in light of the future management situation.
2.

Appointment of directors
In order to adjust the term of office considering that pursuant to the Articles of Incorporation,
the term of office of the directors shall be not more than two years from their respective
election, and therefore if elected at the General Meeting of Unitholders, the term of office ofthe directors will be two years commencing on December 20, 2022, executive director Naoki
Fukuda and supervisory directors Yoshihiro Tamura and Hiroyuki Fujimoto represented
their intention to temporarily resign from such position as of the closing of the General
Meeting of Unitholders. Therefore, INV will propose the new appointment of one executive
director and two supervisory directors to be appointed on December 20, 2022.
In addition, with respect to the agenda for the appointment of Naoto Ichiki, a substituteexecutive director, INV will propose the new appointment of one substitute executive
director, in order to be prepared for the event the number of executive directors falls below
the number of executive directors as prescribed by the relevant laws and regulations.
(1) Candidate for executive director
Naoki Fukuda (current position) (Note 1)(2) Candidates for supervisory directors
Yoshihiro Tamura (current position), Hiroyuki Fujimoto (current position)(3) Candidate for substitute executive director
Naoto Ichiki (current position) (Note 2)(Note 1) The executive director candidate above is the representative director of Consonant Investment
Management Co., Ltd., with whom INV has been entering into the relevant asset managementagreement.
(Note 2) The substitute executive director candidate above is the chairman and director of Consonant
Investment Management Co., Ltd., with whom INV has been entering into the relevant asset
management agreement.

This English language notice is a translation of the Japanese-language notice released on November 18, 2022 and was prepared solely for the convenience of, andreference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions basedon their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

2

3.

Schedule of General Meeting of Unitholders

November 18, 2022
December 2, 2022
December 20, 2022

Meeting of the board of directors to approve agenda to be submitted at
the General Meeting of Unitholders
Convocation Notice for the General Meeting of Unitholders will be sent
(planned)
General Meeting of Unitholders will be held (planned)<Attachment>
Convocation Notice for the General Unitholders Meeting
Website of INV: https://www.invincible-inv.co.jp/en

This English language notice is a translation of the Japanese-language notice released on November 18, 2022 and was prepared solely for the convenience of, andreference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions basedon their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

3

(Securities Code: 8963)
December 2, 2022
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 (“Investment Corporation”) hereby notifies you of the generalunitholders meeting for the Investment Corporation to be held as set out below.
To prevent the spread of novel coronavirus infection, we would like to ask a favor of ourunitholders, regardless of your health condition, by choosing to exercise your voting rights bymailing the voting form enclosed hereto in advance to the general unitholders meeting, insteadof attending the meeting in person. In case you exercise your voting rights in writing, please referto the reference documents for the general unitholders meeting attached hereto, fill out your vote infavor of or against the proposal on the voting form enclosed and return the voting form to us so that
we may receive it by 5:30 pm on December 19, 2022 (Monday).
Pursuant to Paragraphs 1 and 3 of Article 93 of the Act on Investment Trusts and Investment
Corporations, the Investment Corporation has set forth the provisions regarding “Deemed AffirmativeVote” in Article 25 of the Articles of Incorporation set out below. Accordingly, if you are unable toattend the general unitholders meeting and do not exercise voting rights by means of the voting form
(including the case where your voting form does not reach us by 5:30 p.m. on December 19, 2022
(Monday)), except as provided in Paragraph 2 of the same Article of the Articles of Incorporation, youwill be deemed to have voted in favor of each of the proposals at such general unitholders meeting.
We would appreciate your understanding.
(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. Notwithstanding the provisions of the preceding paragraph, the provisions concerning
deemed affirmative vote in the preceding paragraph shall not be applicable to the resolutionsof the proposals concerning any of the following items:(1) Dismissal of executive director or supervisory director(2) Consent to the termination of the asset management agreement by the Asset Manager(3) Termination of the asset management agreement by the Investment Corporation(4) Amendment to the Articles of Incorporation (which shall be limited to the addition,
amendment or abolition of the provisions related to deemed affirmative vote); and(5) Dissolution of the Investment Corporation;
3. The number of voting rights held by unitholders that are deemed to have voted affirmatively
to the proposal pursuant to Paragraph 1 shall be included in the number of voting rights heldby the unitholders in attendance at the general unitholders meeting.

-1-

Details

1. Date and Time:

December 20, 2022 (Tuesday) 10:00 a.m.
(reception will open at 9:30 a.m.)

2. Venue:

Bellesalle Roppongi Grand Conference Center, Room A +B
Sumitomo Fudosan Roppongi Grand Tower, 9th Floor
3-2-1, Roppongi, Minato-ku, Tokyo

Please refer to the “Access Map to the Venue of the General Unitholders Meeting” attached at theend of this notice. As part of measures to prevent infection at the venue, we will maintain physicaldistances between the seats for unitholders. Due to the limited capacity of space at the venue, we
may not be able to secure a number of seats sufficient for all the attending unitholders. Please
note that we may limit or not permit your admission to the venue if we may not secure your seat(s).
3. Meeting Agenda:
Matters to be Resolved
Proposal No. 1 Partial Amendment to Articles of Incorporation
Proposal 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 at
the 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 to the 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 toattend the general unitholders meeting, and that any other persons including a person acting as aproxy 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 (https://www.invincible-inv.co.jp/).
◎For preventing the spread of novel coronavirus infection, we will take measures to prevent theinfection at the general unitholders meeting. For details, please refer to the “Measures to Prevent
Novel Coronavirus Infection” below. In addition, depending on sudden restrictions on the use of
the venue or other cause or any other changes in the circumstances in the future, we may announce
postponement of this general unitholders meeting or change of the venue or change of the measures
to prevent infection at the general unitholders meeting on the Investment Corporation’s website(https://www.invincible-inv.co.jp/) and therefore we would appreciate it if you check our website
periodically.
◎“Asset Management Briefing”, which is usually held by Consonant Investment Management Co.,-2-

Ltd., the Investment Corporation’s asset management company, following the general unitholders
meeting at the same venue, will not be held this time to reduce our unitholders’ time spent at thevenue. Your understanding would be highly appreciated. Regarding our current status of asset
management, please refer to the fiscal period results presentation materials, the recording of thepresentation, monthly performance press release, and other information, posted on the Investment
Corporation’s website (https://www.invincible-inv.co.jp/ ).
◎We will not provide any gifts for unitholders who attend the general unitholders meeting. We
would appreciate your understanding.

-3-

Measures to Prevent Novel Coronavirus Infection
For preventing the spread of novel coronavirus infection, the Investment Corporation is planning totake the following measures at the general unitholders meeting by referring to the "Q&A on
Approaches to Conducting Shareholder Meetings Compiled as Measure for Addressing the Spread of
the Novel Coronavirus Disease" published by the Ministry of Economy, Trade and Industry and theMinistry of Justice on April 2, 2020 (last updated: April 28, 2020). Your understanding andcooperation would be highly appreciated.

<Requests for Unitholders>• The voting rights at this general meeting of unitholders may also be exercised in writing. To
prevent the spread of novel coronavirus infection, we would like to ask our unitholders’ favor,
regardless of your health condition, by choosing to exercise your voting rights by mailing thevoting form enclosed hereto in advance to the general unitholders meeting, instead ofattending the meeting in person.
• In particular, if you are elderly, have certain preexisting health conditions or are pregnant, pleaseconsider refraining from attending this general unitholders meeting.
• If you are considering attending this general meeting of unitholders, please be mindful of thesituation of the prevalence of the infection of novel coronavirus and the status of the administrative
agencies’ handling the infection of novel coronavirus as of the date of this general meeting ofunitholders, as well as your own health condition until the date of the meeting. We would
appreciate your most cautious judgement in deciding whether or not attending the meeting.
<Requests for Unitholders Attending the Meeting>• As part of measures to prevent infection at the venue, we will maintain physical distances
between the seats for unitholders. Due to the limited capacity of space at the venue, we may
not be able to secure a number of seats sufficient for all the attending unitholders. Please
note that we may limit or not permit your admission to the venue if we may not secure yourseat(s).
• The directors, the substitute director and the meeting staff will be wearing masks and we would
appreciate your understanding.
• The attending unitholders are requested to wear masks at the venue and to cooperate in disinfecting
your hands with the alcohol-disinfectant provided at the reception area of the venue.
• Please be advised that we will be conducting body temperature scanning at the reception area of thevenue. We may refuse entry of any unitholders who do not cooperate with such body temperaturescanning. In addition, we may ask any unitholders who have symptoms of suspected novel
coronavirus infection, such as body temperature of 37.5°C or higher or a cough to refrain from
attending this general unitholders meeting.
• Please be advised that the meeting staff may request any attending unitholder to leave the venue if
he or she appears to be in poor health condition during the general unitholders meeting.
• “Asset Management Briefing” by the asset management company of the Investment Corporation
will not be held this time to reduce our unitholders’ time spent at the venue. Your understanding
would be highly appreciated. Regarding our current status of asset management, please refer tothe fiscal period results presentation materials, the recording of the presentation, monthly
performance press release, and other information, posted on the Investment Corporation’s website(https://www.invincible-inv.co.jp/ ).
• In addition to the above, we may take any other measures necessary for maintaining the order of thegeneral unitholders meeting and preventing infection of the novel coronavirus at the meeting.
Your understanding and cooperation would be highly appreciated.

-4-In addition, depending on sudden restrictions on the use of the venue, or other cause or other changes
in the circumstances in the future, we may announce the postponement of this general unitholders
meeting, change of the venue or change of the above measures on the Investment Corporation’s
website (https://www.invincible-inv.co.jp/) and we would appreciate it if you check our website
periodically.

-5-

Reference Documents for the General Unitholders Meeting
Proposal and Reference Matter
Proposal No. 1 Partial Amendment to Articles of Incorporation
1.

Outline of Proposal and Reasons for Amendment(1) As the amendments prescribed in the proviso to Article 1 of the Supplementary Provisions of
the “Act for Partial Amendment of the Companies Act” (Act No. 70 of 2019) (including any
amendments to the Act on Investment Trusts and Investment Corporations, etc. relating
thereto) came into effect on September 1, 2022, and the Articles of Incorporation of theInvestment Corporation are deemed to have been amended on the same day to include
provisions stating that it shall take measures to electronically deliver general unitholders
meeting reference documents, etc., a new provision shall be established to set forth such
amendments for confirmatory purpose and also limit the scope of items to be included in
documents to be provided to unitholders that have requested delivery of hard copies.
(Matters related to Article 19-2 and the Supplementary Provision.)(2) With the consent of Consonant Investment Management Co., Ltd, the asset managementcompany (the “Asset Manager”), the asset management fees for the period from January 2013
to December 2022 have been reduced. The Investment Corporation has further obtained theconsent of the Asset Manager to reduce the amount of asset management fees for the period
from January 2023 to December 2023 to an amount which is lower than the amount that would
be applicable if such reduction were not made, and which is at the same level as the amountapplied for the period from January 2022 to December 2022. Accordingly, the Investment
Corporation will amend the standards concerning the amount and payment of the asset
management fees for the period from January 2023 to December 2023. (Matters related to
Article 41 and the Supplementary Provision.)

-6-

2.

Content of Amendment

The Investment Corporation will amend part of the existing Articles of Incorporation as follows.
(The amended portions are underlined.)
Existing Articles of Incorporation
Chapter V
General Unitholders Meeting(Newly Established)(Newly Established)

Proposed Amendment
Chapter V
General Unitholders Meeting
Article 19-2 Electronic Delivery Measures,etc.
1. Upon convening a general unitholders
meeting, the Investment Corporation shalluse electronic delivery measures toprovide the contents of general unitholders
meeting reference documents, etc.
2. Of the items prescribed in the Enforcement
Ordinance of the Investment Trust Act tobe so delivered electronically, theInvestment Corporation may omit all or
any of these items from documents to bedelivered to unitholders that haverequested the delivery of hard copies on or
before the record date for entitlement tovoting rights.

-7-

Existing Articles of Incorporation
Chapter VIII
Asset Manager, Asset Custodian and
Administrative Agent
Article 41 Standards for Amount andPayment of Asset Management
Fees to Asset Manager
The standards for the amounts of the asset
management fees to be paid to the AssetManager shall consist of a management fee,acquisition fee and disposition fee and theamounts or calculation methods thereof and timeof payment of such fees shall be specificallystated 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 2022 to December 2022, 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 2023, 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
Chapter VIII
Asset Manager, Asset Custodian and
Administrative Agent
Article 41 Standards for Amount andPayment of Asset Management
Fees to Asset Manager
The standards for the amounts of the asset
management fees to be paid to the AssetManager shall consist of a management fee,acquisition fee and disposition fee and theamounts or calculation methods thereof and timeof payment of such fees shall be specificallystated 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 2023 to December 2023, 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 2024, 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 Provision

Supplementary Provision
Article 1
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2023.

The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2022.

-8-

Existing Articles of Incorporation(Newly Established)

Proposed Amendment
Article 2
1. The amendments to Article 19-2 shall not
apply to the general unitholders meetings to
be held within six months from September 1,
2022 (hereinafter referred to as the"Enforcement Date") on which theamendments prescribed in the proviso to
Article 1 of the Supplementary Provisions of
the “Act for Partial Amendment of theCompanies Act” (Act No. 70 of 2019) cameinto effect.
2. The provisions of this Article shall be deleted
on the day six months have elapsed from the
Enforcement Date.

-9-Proposal No. 2 Appointment of One (1) Executive Director
In order to adjust the term of office considering that pursuant to the Articles of Incorporation of theInvestment Corporation, the term of office of the executive director shall be not more than two years
from their respective election, and therefore if elected at this general unitholders meeting, the term ofoffice of the executive director will be two years commencing on December 20, 2022, Naoki Fukuda,
the executive director, represents his intention to temporarily resign from such position as of theclosing of this general unitholders meeting and therefore the Investment Corporation will hereby
propose the new appointment of one (1) executive director. In this proposal, the term of office of theexecutive director will be two years commencing December 20, 2022, pursuant to Article 30,
Paragraph 1 of the Articles of Incorporation of the Investment Corporation.
This proposal has been submitted according to the unanimous agreement of the supervisory directors
at the board of directors meeting held on November 18, 2022.
The executive director candidate is as follows.

Name(Date of Birth)

Career Summary, Status of Significant Concurrent
Positions and Position and Responsibility in theInvestment Corporation
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 AffiliatedEnterprises Department of The Dai-ichi
Mutual Life Insurance Company
Deputy General Manager, Real Estate
Department, Real Estate Planning Groupof the 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)

Notes:- 10 -

Number ofInvestment
Corporation
Units Held

0

1.

2.
3.

Naoki Fukuda, the executive director candidate above, is the representative director ofConsonant Investment Management Co., Ltd., with whom the relevant asset managementagreement was executed by the Investment Corporation. Other than the above, there is no
special interest between the candidate and the Investment Corporation.
The executive director candidate above is currently serving as the executive director of theInvestment Corporation and managing the whole business of the Investment Corporation.
The Investment Corporation has entered into a director and other officer liability insurance
contract with an insurance company as stipulated in Article 116-3, Paragraph 1 of the Act on
Investment Trusts and Investment Corporations. The liability insurance contract covers, up
to certain coverage, the loss that is the damages and litigation expenses, incurred by the
insured party as a consequence of being claimed for payment of the damages due to the actions
taken by the insured party in connection with its duties as a director of the Investment
Corporation. The above executive director candidate is currently counted as the insured
party of the subject liability insurance contract as the existing executive director, and willcontinue to be counted as the insured party of the relevant liability insurance contract in theevent he assumes the office of executive director under this proposal. In addition, when thecontract term of the subject insurance contract expires, the Investment Corporation will reexecute a contract having the same terms and conditions as the current contract.

- 11 -

Proposal No. 3 Appointment of One (1) Substitute Executive Director
In order to be prepared for the event the number of the Investment Corporation’s executive directors
falls below the number of executive directors as prescribed by the relevant laws and regulations, theInvestment Corporation will propose the appointment of one (1) substitute executive director as ofDecember 20, 2022. In this proposal, the resolution regarding the appointment of one substituteexecutive director will be effective until the term of office of the executive director in Proposal No. 2
expires, pursuant to Article 30, Paragraph 2 of the Articles of Incorporation of the Investment
Corporation.
Please note that the resolution regarding the appointment of Naoto Ichiki as the substitute executive
director made at the general unitholders meeting held on December 17, 2021 will be void on condition
that this proposal be duly approved at this meeting. In addition, this proposal has been submitted
according to the unanimous agreement of the supervisory directors at the board of directors meeting
held on November 18, 2022.
The substitute executive director candidate is as follows.

Name(Date of Birth)

Career Summary and Status of Significant Concurrent
PositionsApr. 1983
Aug. 1990
Jun. 1996
May.1998
Aug. 2006

Naoto Ichiki(Born on July 10,
1960)

Feb. 2012
Mar. 2012
May 2012
Mar. 2016
Nov. 2018
Dec. 2018

Joined McKinsey & Company Tokyo Branch
Joined Morgan Guaranty Trust, Tokyo
BranchSeconded to Morgan Trust Bank as Head ofReal Estate Japan
Seconded to JPMorgan Securities as Head ofReal Estate Finance Asia
Joined Babcock & Brown Co., Ltd. (Current:
Spring Investment Co., Ltd.) as
Representative Director & Chief Operating
OfficerJoined Simplex Investment Advisors Inc. as
Representative Director, Chairman & CEO
Representative Director, Chairman & CEO of
Simplex Real Estate Management Inc.
Director of Simplex REIT Partners Inc.
Joined KK PICONT as Chief Financial
OfficerJoined Fortress Investment Group Japan GK
as a Managing Director (current position)
Seconded and appointed as Chairman ofConsonant Investment Management Co., Ltd.
(current position)

Number ofInvestment
Corporation
Units Held0

Notes:
1.
Naoto Ichiki, the substitute executive director candidate above, is the Chairman and Directorof Consonant Investment Management Co., Ltd., with whom the relevant asset managementagreement was executed by the Investment Corporation. Other than the above, there is no
special interest between the candidate and 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.
2.
The Investment Corporation has entered into a director and other officer liability insurance- 12 -

contract with an insurance company as stipulated in Article 116-3, Paragraph 1 of the Act on
Investment Trusts and Investment Corporations. The liability insurance contract covers, up
to certain coverage, the loss that is the damages and litigation expenses, etc. incurred by the
insured party as a consequence of being claimed for payment of the damages due to the actions
taken by the insured party in connection with its duties as a director of the Investment
Corporation. The above substitute executive director candidate will be counted as theinsured parties of the subject liability insurance contract in the event he assumes the office ofexecutive director. In addition, when the term of the insurance contract expires, theInvestment Corporation will re-execute a contract having the same terms and conditions as
the current contract.

- 13 -

Proposal No. 4 Appointment of Two (2) Supervisory Directors
In order to adjust the term of office considering that pursuant to the Articles of Incorporation of theInvestment Corporation, the term of office of the supervisory directors shall be not more than two
years from their respective election, and therefore if elected at this general unitholders meeting, theterm of office of the supervisory directors will be two years commencing on December 20, 2022,
Yoshihiro Tamura and Hiroyuki Fujimoto, the supervisory directors, represent their intentions totemporarily resign from such positions as of the closing of this general unitholders meeting andtherefore the Investment Corporation will hereby propose the new appointment of two (2) supervisory
directors. In this proposal, the terms of office of the supervisory directors will be two years
commencing December 20, 2022, pursuant to Article 30, Paragraph 1 of the Articles of Incorporationof the Investment Corporation.
The supervisory director candidates are as follows.

Candidate
NumberName(Date of
Birth)

Career Summary, Status of Significant Concurrent
Positions and Position and Responsibility in theInvestment Corporation
Apr. 1996

Oct. 20111

Yoshihiro
Tamura(Born on
August 20,
1965)

Sep. 2013

Aug. 2017

Dec. 2018
Oct. 1996
Apr. 1999
Aug. 2001

2

Hiroyuki
Fujimoto(Born onMarch 31,1970)

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

Registered as lawyer (Tokyo Bar
Association)
Joined Shiba-Daimon Law Office (current
position)
Statutory Auditor of BEQONEPARTNERS.Inc. (current position)
Special Committee Member of Dispute
Reconciliation Committee for Nuclear
Damage Compensation, Ministry of
Education, Culture, Sports, Science andTechnology (current position)
OutsideMemberofCompliance
Committee, Mi-Casa Asset Management
Inc.
Supervisory Director of Invincible
Investment Corporation (current position)
Joined Deloitte Touche Tohmatsu (current
name: Deloitte Touche Tohmatsu LLC)
Registered as Certified Public Accountant
Founded CPA Fujimoto Office (current
occupation)
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)

Number ofInvestment
Corporation
Units Held00Notes:
1.
There is no special interest between the supervisory director candidates above and theInvestment Corporation.
- 14 -

2.

3.

The supervisory director candidates above are currently serving as the supervisory director of
the Investment Corporation and supervising the whole performance of duties by theInvestment Corporation’s Executive Director.
The Investment Corporation has entered into a director and other officer liability insurance
contract with an insurance company as stipulated in Article 116-3, Paragraph 1 of the Act on
Investment Trusts and Investment Corporations. The liability insurance contract covers, up
to certain coverage, the loss that is the damages and litigation expenses, incurred by the
insured party as a consequence of being claimed for payment of the damages due to the actions
taken by the insured party in connection with its duties as a director of the Investment
Corporation. The above supervisory director candidates are currently counted as the insured
parties of the relevant liability insurance contract as the existing supervisory directors, andwill continue to be counted as the insured parties of the subject liability insurance contract inthe event they assume the office of supervisory directors under this proposal. In addition,
when the contract term of the insurance contract expires, the Investment Corporation will to
re-execute a contract having the same terms and conditions as the current contract.

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 the
Articles of Incorporation of the Investment Corporation shall not be applicable with respect to any ofsuch conflicting proposals. In addition, pursuant to the provisions of Paragraph 2 of the same Article,
the "Deemed Affirmative Vote" provision stipulated in Paragraph 1 of the same Article shall not apply
to the proposals stipulated in each item of Paragraph 2 of the same Article.
Please note that none of the proposals from Proposal 1 to Proposal 4 above constitutes a conflicting
proposal.

End of document- 15 -

Memo- 16 -

Access Map to the Venue of the General Unitholders Meeting
Venue
Address &Phone
TheNearestStations

Bellesalle Roppongi Grand Conference Center, Room A + B
Sumitomo Fudosan Roppongi Grand Tower 9F
3-2-1, Roppongi, Minato-ku, Tokyo, Japan
TEL: 03-5545-1722
Roppongi-itchome Station on Tokyo Metro Namboku Line (Directly connected to
the West Gate) *Most recommended station to accessRoppongi Station on Toei Ooedo Line (7-minute walk from the No. 5 exit)
Roppongi Station on Tokyo Metro Hibiya Line (8-minute walk from the No. 3 exit)

Access from Roppongi-Itchome Sta.

Access from Roppongi Sta.
➊Go out of Roppongi Station on Tokyo
Metro Hibiya Line at exit No. 3, turn rightand go along Roppongi Street.
➋Go out of Roppongi Station on Toei Ooedo
Line at exit No. 5 and go along Roppongi
Street.
➌Go past the Convenience store (Seven
Eleven) and cross the road at the first traffic
light. Ride down the front escalator, turn rightand go straight. Then you will arrive at theentrance to the building of the venue.
Directly connected to the building that thevenue locates from the West Gate of
Roppongi-itchome Station*There is no parking lot available at the venue. Please refrain from coming by car.
*The venue of the General Unitholders Meeting may change due to sudden restrictions on the useof the venue or otherwise, so please visit the Investment Corporation’s website(https://www.invincible-inv.co.jp/) prior to coming to the venue.
We will not provide any gifts for unitholders who attend the meeting.
We would appreciate your understanding.
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