[For Information Purpose Only]
November 21, 2017
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: Jun Komo
General Manager of Planning Department(Tel. +81-3-5411-2731)

Notice concerning Amendments of Articles of Incorporation and Appointment 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 ofArticles of Incorporation and appointment of directors at the General Meeting of Unitholders
scheduled to be held on December 21, 2017. 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) Pursuant to the provisions of the Ordinance for Enforcement of the Act on Investment
Trusts and Investment Corporations (Order of the Prime Minister’s Office No. 129 of2000, as amended), a new provision will be added to clarify that INV may acquire all ora majority of the outstanding shares or equity interests of the Corporations Holding
Overseas Real Estate. (Matters related to Article 10, Paragraph 3.)(2) In order for INV to be able to (a) invest in real estate outside of Japan when it isdetermined as contributing to the enhancement of unitholder’s value and to the extent
permissible under its basic policy of asset management, and (b) choose from various
schemes in investing in real estate outside of Japan, (i) real estate governed by foreignlaws and regulations, (ii) assets equivalent to trust beneficiary rights, etc. which areformed under foreign laws and regulations and (iii) shares or contributions issued by the
Corporations Holding Overseas Real Estate, etc., will be added to the classes of theinvestment assets of INV and the relevant provisions will be amended accordingly.
(Matters related to Article 11.)This English language notice is a translation of the Japanese-language notice released on November 21, 2017 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(3) In order to provide flexibility upon the timing of payment of remuneration to the
independent auditor, the relevant provision will be amended so that the payment of
remuneration will be made within three months after INV’s receipt of a claim for
remuneration which claim shall be made after INV’s receipt of an audit report from theindependent auditor.(Matters related to Article 39, Paragraph 1.)(4) Certain amendments will be made as necessary to clarify that (a) the acquisition fee andthe disposition fee will be accrued even when INV acquires or disposes trust beneficiaryinterests and other assets backed by the Real Estates, etc. and (b) only a portion of thepurchase price and the disposition price which is contributed or received by INV shall becounted in the calculation of the acquisition fee and the disposition fee. (Matters related
to Article 41.)
(5) With the consent of Consonant Investment Management Co., Ltd, the asset
management company, the asset management fees for the period from January 2013 to
December 2017 have been reduced. INV has further obtained the consent of the asset
management company to reduce the amount of asset management fees for the period
from January 2018 to December 2018 to an amount which is lower than the amount thatwould be applicable if such reduction were not made but higher than the amount that
was applied in 2017 so that the amount of asset management fees are appropriate
considering the expansion of INV’s asset size, profit level and other factors resulting
from its internal and external growth. Accordingly, INV will amend the standards
concerning the amount and payment of the asset management fees for the period fromJanuary 2018 to December 2018. (Matters related to Article 41 and the Supplementary
Provision.)(6) In addition, necessary revision and clarification of expressions, other changes in thewording and adjustments in the numbering of the articles and paragraphs of INV’ s
Articles of Incorporation shall be made.
2.

Appointment of directors
The executive director Naoki Fukuda, supervisory director Takashi Takahashi andsupervisory director Hiroyuki Fujimoto represent their intention to temporarily resign fromtheir respective positions as of the closing of the General Unitholders’ Meeting. Therefore,
INV will submit agenda for the appointment of one executive director and two supervisory
directors to be appointed on December 21, 2017, to the General Unitholders’ Meeting.
In addition, with respect to the agenda for the appointment of Christopher Reed, asubstitute executive director, in preparation for a situation in which the number of executive
directors falls short of legal requirements, INV will submit agenda for the appointment of
one substitute executive director.
(1) Candidate for executive director
Naoki Fukuda (current position) (Note)(2) Candidates for supervisory directors
Takashi Takahashi (current position), Hiroyuki Fujimoto (current position)(3) Candidate for substitute executive director
Christopher Reed (current position)(Note) The executive director candidate above is the representative director ofConsonant Investment Management Co., Ltd., with whom the relevant asset
management agreement was executed by INV.

This English language notice is a translation of the Japanese-language notice released on November 21, 2017 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 Unitholders’ Meeting

November 21, 2017
December 5, 2017
December 21, 2017

Meeting of the board of directors to approve agenda to be submitted at
the general unitholders’ meeting
Notice of Convocation of General Unitholders’ Meeting will bedispatched (planned)
General Unitholders’ Meeting will be held (planned)<Attachment>
Convocation Notice for the General Unitholders’ Meeting

Website of INV: http://www.invincible-inv.co.jp/eng

This English language notice is a translation of the Japanese-language notice released on November 21, 2017 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 5, 2017
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 the Investment Corporation to beheld 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 or against the proposals on the voting form enclosed
herewith for exercising 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 5:00 p.m. on December 20, 2017 (Wednesday), 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 the
Articles 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.

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Details

1. Date and Time:

December 21, 2017 (Thursday) 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 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-EndPlease note that the venue for the meeting is different from the one for the previous meeting andplease refer to the “access map” attached in the end of this notice so that you may come to thecorrect venue for the meeting.

(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at
the venue.
◎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.

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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) Pursuant to the provisions of the Ordinance for Enforcement of the Act on Investment Trusts
and Investment Corporations (Order of the Prime Minister’s Office No. 129 of 2000, as
amended), a new provision will be added to clarify that the Investment Corporation may
acquire all or a majority of the outstanding shares or equity interests of the Corporations
Holding Overseas Real Estate. (Matters related to Article 10, Paragraph 3.)(2) In order for the Investment Corporation to be able to (a) invest in real estate outside of Japan
when it is determined as contributing to the enhancement of unitholder’s value but to theextent permissible under its basic policy of asset management, and (b) choose from various
schemes in investing in real estate outside of Japan, (i) real estate governed by foreign laws
and regulations, (ii) assets equivalent to trust beneficiary rights, etc. which are formed under
foreign laws and regulations and (iii) shares or contributions issued by the Corporations
Holding Overseas Real Estate, etc., will be added to the classes of the investment assets of
the Investment Corporation and the relevant provisions will be amended accordingly.
(Matters related to Article 11.)(3) In order to provide flexibility upon the timing of payment of remuneration to the
independent auditor, the relevant provision will be amended so that the payment of
remuneration to the independent auditor will be made within three months after theInvestment Corporation’s receipt of a claim for remuneration from the independent auditor
which claim shall be made after the Investment Corporation’s receipt of an audit report fromthe independent auditor.(Matters related to Article 39, Paragraph 1.)(4) Certain amendments will be made as necessary to clarify that (a) the acquisition fee and thedisposition fee will be accrued even when the Investment Corporation acquires or disposes
trust beneficiary interests and other assets backed by the Real Estates, etc. and (b) only aportion of the purchase price and the disposition price which is contributed or received by
the Investment Corporation shall be counted in the calculation of the acquisition fee and thedisposition fee. (Matters related to Article 41.)
(5) With the consent of the asset management company, the asset management fees for theperiod from January 2013 to December 2017 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 2018 to December 2018 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 2017 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 2018 to December
2018. (Matters related to Article 41 and the Supplementary Provision.)(6) In addition, necessary revision and clarification of expressions, other changes in the wording
and adjustments in the numbering of the articles and paragraphs of the Investment
Corporation’ s Articles of Incorporation shall be made.

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2.

Content of Amendment

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

Existing Articles of Incorporation
Chapter III
Investment Target and Investment Policy
Article 9
Basic Investment Policy
With the aim of achieving steady growth of theinvestment assets and stable income from themedium- and long-term view, the Investment
Corporation shall manage its assets for the
purpose of investing the assets primarily in theReal Estate and Other Assets (meaning the Real
Estate and Other Assets set forth in the
Ordinance for Enforcement of the Act on
Investment Trusts and Investment Corporations).

Article 10 Investment Perspective(Omitted.)(New establishment)

3.

The Real Estate, etc. (meaning theSpecified Assets listed in Article 11,
Paragraph 1, Items 1 through 5; hereinafter
the same) and the Real Estate-Backed
Securities (meaning the Specified Assets
listed in Article 11, Paragraph 1, Items 6through 9; hereinafter the same) to beinvested shall be the Real Estate, etc. andthe Real Estate-Backed Securities that are
expected to generate rent income.

(The amended portions are underlined.)
Proposed Amendment
Chapter III
Investment Target and Investment Policy
Article 9
Basic Investment Policy
With the aim of achieving steady growth of theinvestment assets and stable income from themedium- and long-term view, the Investment
Corporation shall manage its assets for the
purpose of investing the assets primarily in theReal Estate and Other Assets (meaning the Real
Estate and Other Assets set forth in the
Ordinance for Enforcement of the Act on
Investment Trusts and Investment Corporations(hereinafter referred to as the “Investment Trust
Act Enforcement Ordinance”)).
Article 10 Investment Perspective(No change.)
3. In the case set forth in the Order for
Enforcement of the Act on Investment
Trusts and Investment Corporations(hereinafter referred to as the “Investment
Trust Act Enforcement Order”), theInvestment Corporation may acquire theoutstanding shares or equity interests in thecorporations defined in Article 221-2,
Paragraph 1 of the Investment Trust Act
Enforcement Ordinance (hereinafterreferred to as the “Corporations Holding
Overseas Real Estate”) beyond the number
or the amount obtained by multiplying (a)the total number or the total amount of theoutstanding shares or equity interests insuch Corporations Holding Overseas Real
Estate (excluding the treasury shares or
equity interests held by such Corporations
Holding Overseas Real Estate) by (b) therate set forth in Article 221 of theInvestment Trust Act Enforcement
Ordinance.
4. The Real Estate, etc. (meaning theSpecified Assets listed in Article 11,
Paragraph 1, Items 1 through 8; hereinafter
the same) and the Real Estate-Backed
Securities (meaning the Specified Assets
listed in Article 11, Paragraph 1, Items 9through 13; hereinafter the same) to beinvested shall be the Real Estate, etc. andthe Real Estate-Backed Securities that are
expected to generate rent income.

-4-

Existing Articles of Incorporation
However, if the investment in the Real
Estate, etc. and the Real Estate-Backed
Securities is judged to be beneficial for theasset management of the Investment
Corporation in the light of the conditions of
the asset management of the Investment
Corporation, even if the Real Estate, etc.
and the Real Estate-Backed Securities are
not expected to generate rent income at thetime of their acquisition or fromimmediately after their acquisition, such
Real Estate, etc. and Real Estate-Backed
Securities shall be included in the assets to
be invested.
4. (Omitted.)
5. (Omitted.)
6. (Omitted.)
7. (Omitted.)
Article 11 Investment Target
1. In accordance with the basic policy
prescribed in Article 9 above, theInvestment Corporation shall makeinvestments primarily in the Specified
Assets listed below:(Omitted.)(New establishment)(2) Trust beneficiary rights in real estate, realestate leasehold rights or surface rights(including blanket trusts in which funds
incidental to the real estate are also
entrusted)(3) Trust beneficiary rights in cash which aim
to manage the trust assets by investing
primarily in real estate, real estate leasehold
rights or surface rights(4) Equity interests in contracts whereby one
party makes investment in the asset
management by the counterparty of assetsof the kind listed in Items (1) through (3)and the counterparty manages thecontribution by the first party by primarily
investing it in the cited assets anddistributes the profits derived from thoseinvestments (hereinafter referred to as“Equity Interests in Real Estate
Anonymous Associations”)(5) (Omitted.)(New establishment)

Proposed Amendment
However, if the investment in the Real
Estate, etc. and the Real Estate-Backed
Securities is judged to be beneficial for theasset management of the Investment
Corporation in the light of the conditions of
the asset management of the Investment
Corporation, even if the Real Estate, etc.
and the Real Estate-Backed Securities are
not expected to generate rent income at thetime of their acquisition or fromimmediately after their acquisition, such
Real Estate, etc. and Real Estate-Backed
Securities shall be included in the assets to
be invested.
5. (No change.)
6. (No change.)
7. (No change.)
8. (No change.)
Article 11 Investment Target
1. In accordance with the basic policy
prescribed in Article 9 above, theInvestment Corporation shall makeinvestments primarily in the Specified
Assets listed below:(No change.)(2) Assets listed in the immediately preceding
item (1) governed by foreign laws andregulations(3) Trust beneficiary rights in real estate, realestate leasehold rights, surface rights or theassets listed in the immediately preceding
item (2) (including blanket trusts in whichfunds incidental to the real estate are also
entrusted)(4) Trust beneficiary rights in cash which aim
to manage the trust assets by investing
primarily in real estate, real estateleasehold rights, surface rights or the assets
listed in Item (2)(5) Equity interests in contracts whereby one
party makes investment in the asset
management by the counterparty of assetsof the kind listed in Items (1) through (4)and the counterparty manages thecontribution by the first party by primarily
investing it in the cited assets anddistributes the profits derived from thoseinvestments (hereinafter referred to as“Equity Interests in Real Estate
Anonymous Associations”)(6) (No change.)(7) Assets formed under foreign laws andregulations and having the same nature as-5-

Existing Articles of Incorporation(New establishment)(6) (Omitted.)(7) Beneficiary certificates of Tokutei
Mokuteki Shintaku (limited to those that
aim to invest in Real Estate, etc. in an
amount exceeding one-half the value of thebacking assets, and excluding the assets
listed in Items (2), (3), or (5))(8) (Omitted.)(9) (Omitted.)(New establishment)

2. The Investment Corporation may also invest
in the Specified Assets listed below for theefficient investment of funds.
(1) Securities (as defined in Article 2, Paragraph
1 of the Financial Instruments and Exchange
Act and the rights deemed to be thesecurities in the provisions of Paragraph 2 ofthe same article; hereinafter the same)(2) Monetary claims (as defined in the “Orderfor Enforcement of the Act on Investment
Trusts and Investment Corporations”, andincluding ordinary deposits, large time
deposits and negotiable deposits)(3) (Omitted.)(New establishment)(New establishment)(4) Trust beneficiary rights in cash which aim
to manage the assets by investing in theassets listed in Items (1) through (3), andtrust beneficiary rights in cash which aim to

Proposed Amendment
the assets listed in Items (3) through (6)(8) Shares or contributions issued by the
Corporations Holding Overseas Real Estate
whose assets consist entirely of real estateand monetary claims, etc. associated withsuch real estate (excluding those listed on
foreign financial instrument exchanges andthose registered, etc. on OTC financial
instruments exchanges opened in foreigncountries) in the case set forth in Article
194, Paragraph 2 of the Investment TrustAct.
(9) (No change.)(10) Beneficiary certificates of Tokutei
Mokuteki Shintaku (limited to those that
aim to invest in Real Estate, etc. in an
amount exceeding one-half the value of thebacking assets, and excluding the assets
listed in Items (3), (4), or (6))(11) (No change.)(12) (No change.)(13) Assets formed under foreign laws andregulations and having the same nature as
the assets listed in Items (9) through (12)
2. The Investment Corporation may also invest
in the Specified Assets listed below for theefficient investment of funds.
(1) Securities (as defined in Article 2,
Paragraph 1 of the Financial Instruments
and Exchange Act and the rights deemed tobe the securities in the provisions ofParagraph 2 of the same article; hereinafter
the same, but excluding the assets listed inthis Paragraph, Item (4) and Paragraph 3,
Item (9))(2) Monetary claims (as defined in the“Investment Trust Act Enforcement
Order”, and including ordinary deposits,large time deposits and negotiable deposits,
but excluding the assets listed in thisParagraph, Item (5))(3) (No change.)(4) Securities or certificates issued by foreigncountries or foreign parties and having thenature of the securities or certificates listed
in this Paragraph, Item (1)(5) Monetary claims against the Corporations
Holding Overseas Real Estate(6) Trust beneficiary rights in cash which aim
to manage the assets by investing in theassets listed in Items (1) through (5), andtrust beneficiary rights in cash which aim-6-Existing Articles of Incorporation
manage the assets by investing in such trust
beneficiary rights(5) (Omitted.)(6) (Omitted.)

Proposed Amendment
to manage the assets by investing in such
trust beneficiary rights(7) (No change.)(8) (No change.)3.

3. In addition to investment in the Specified
Assets set forth in Paragraphs 1 and 2, theInvestment Corporation may invest in theassets listed in the following items if suchinvestments are necessary for investment in
the Real Estate, etc.
(1)~(7) (No change.)(8) Specified equity as defined in Article 2,
Paragraph 6 of the Act Concerning the
Securitization of Assets (Act No. 105 of
1998, as amended)(9) Shares (including other equity interests but
excluding those falling under any of theforegoing items) issued by domestic or
foreign corporations which are formed
solely to operate asset management ofassets in foreign countries(10) In addition to Items (1) through (9) above,other rights the acquisition of which arenecessary or useful, in connection withinvestments in the Real Estate, etc. or theReal Estate-Backed Securities(11) Trust beneficiary rights in cash which aim
to manage the trust assets by investing in
those listed in Items (1) through (10) of thisparagraph(12) (No change.)(13) (No change.)(No change below.)
Article 12 Restrictions on Investment(No change.)
2. The Investment Corporation may acquireinterests in financial futures set forth inParagraph 2, Item (7) of the immediately
preceding article and interests in financial
derivative transactions set forth inParagraph 2, Item (8) of the immediately
preceding article only for the purpose ofhedging against interest rate risk and otherrisks arising from the liabilities of theInvestment Corporation.
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

In addition to investment in the Specified
Assets set forth in Paragraphs 1 and 2, theInvestment Corporation may invest in theassets listed in the following items if suchinvestments are necessary for investment in
the Real Estate, etc.
(1)~(7) (Omitted.)(8) Specified equity as defined in Article 2,
Paragraph 6 of the Act Concerning the
Securitization of Assets(New establishment)(9) In addition to Items (1) through (8) above,other rights the acquisition of which arenecessary or useful, in connection withinvestments in the Real Estate, etc. or theReal Estate-Backed Securities(10) Trust beneficiary rights in cash which aim
to manage the trust assets by investing in
those listed in Items (1) through (9) of thisparagraph(11) (Omitted.)(12) (Omitted.)(Omitted below.)
Article 12 Restrictions on Investment(Omitted.)
2. The Investment Corporation may acquireinterests in financial futures set forth inParagraph 2, Item (5) of the immediately
preceding article and interests in financial
derivative transactions set forth inParagraph 2, Item (6) of the immediately
preceding article only for the purpose ofhedging against interest rate risk and otherrisks arising from the liabilities of theInvestment Corporation.
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-7-

Existing Articles of Incorporation
directors within the maximum amount of
15 million yen per accounting period
subject to audit. The payment shall bemade within three months from the Closing
Date by remittance into the bank accountdesignated by the independent auditor.

(Omitted below.)
Chapter VIII
Asset Management Company, Asset
Custodian and Administrative Agent
Article 40 Entrustment of Management andCustody of Assets andAdministrative Services(Omitted.)
2. Among the General Administrative
Services to be entrusted following theincorporation of the Investment
Corporation, (i) the administrative services
relating to the offerings of any investment
units and investment corporation bonds tobe issued by the Investment Corporation
for subscription, and the allotment without
contribution of new investment unit
options, (ii) the administrative services
relating to the preparation and maintenanceof a registry of new investment unit
options, a registry of unitholders and aregistry of investment corporation bonds,
and other administrative services relating to
the registry of new investment unit options,the registry of unitholders and the registryof investment corporation bonds, (iii) the
administrative services relating to theissuance of new investment unit option
certificates, investment unit certificates andinvestment corporation bonds certificates,(iv) the administrative services relating to
the holders of new investment unit options
and the holders of investment corporation
bonds, and (v) the administrative services
relating to the acquisition of its own
investment units and other administrative
services set forth in Article 169 of theOrdinance for Enforcement of the Act on
Investment Trusts and Investment
Corporations shall be entrusted upon eachoffering to an administrative agent
determined by the board of directors, and a

Proposed Amendment
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.
(No change below.)
Chapter VIII
Asset Management Company, Asset
Custodian and Administrative Agent
Article 40 Entrustment of Management andCustody of Assets andAdministrative Services(No change.)
2. Among the General Administrative
Services to be entrusted following theincorporation of the Investment
Corporation, (i) the administrative services
relating to the offerings of any investment
units and investment corporation bonds tobe issued by the Investment Corporation
for subscription, and the allotment without
contribution of new investment unit
options, (ii) the administrative services
relating to the preparation and maintenanceof a registry of new investment unit
options, a registry of unitholders and aregistry of investment corporation bonds,
and other administrative services relating
to the registry of new investment unit
options, the registry of unitholders and theregistry of investment corporation bonds,(iii) the administrative services relating to
the issuance of new investment unit option
certificates, investment unit certificates andinvestment corporation bonds certificates,(iv) the administrative services relating to
the holders of new investment unit options
and the holders of investment corporation
bonds, and (v) the administrative services
relating to the acquisition of its own
investment units and other administrative
services set forth in Article 169 of theInvestment Trust Act Enforcement
Ordinance shall be entrusted upon eachoffering to an administrative agent
determined by the board of directors, and a
relevant general administrative services-8-

Existing Articles of Incorporation
relevant general administrative services
agreement shall be executed.
Article 41 Standards for Amount and Paymentof Asset Management Fees to AssetManagement 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 relevant
half accounting periods.
(1) With respect to the period in and afterJanuary 2017 to December 2017, 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)125,000,000 yen: and(2) With respect to the period in and afterJanuary 2018, 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:
If the Investment Corporation acquires any Real
Estate, etc., and other underlying Real Estate,etc., by which other assets, including trust
beneficiary interests, are backed, which aretargeted for asset investment, the Investment
Corporation shall pay an amount not exceeding
0.5% of the purchase price thereof (excluding anamount equivalent to the consumption tax
thereon relevant to the building) within threemonths from the end of the month in which thedate of acquisition of such assets falls.

Proposed Amendment
agreement shall be executed.
Article 41

Standards for Amount and Paymentof Asset Management Fees to AssetManagement 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 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.
Acquisition Fee:
If the Investment Corporation acquires any Real
Estate, etc., and other assets, including trust
beneficiary interests, which are backed by any
Real Estate, etc., which are targeted for asset
investment, the Investment Corporation shall
pay an amount not exceeding 0.5% of theamount contributed by the Investment
Corporation among the purchase price thereof(excluding an amount equivalent to theconsumption tax thereon relevant to thebuilding) within three months from the end of
the month in which the date of acquisition ofsuch assets falls.

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Existing Articles of Incorporation
Disposition Fee:
If the Investment Corporation disposes of any
Real Estate, etc., and other underlying Real
Estate, etc., by which other assets, including
trust beneficiary interests, are backed, which aretargeted for asset investment, the Investment
Corporation shall pay an amount not exceeding
0.5% of the disposition price thereof (excluding
an amount equivalent to the consumption tax
thereon relevant to the building) within threemonths from the end of the month in which thedate of disposition of such assets falls.

Supplementary Provision
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2017.

Proposed Amendment
Disposition Fee:
If the Investment Corporation disposes of any
Real Estate, etc., and other assets, including
trust beneficiary interests, which are backed by
any Real Estate, etc., which are targeted for
asset investment, the Investment Corporation
shall pay an amount not exceeding 0.5% of theamount received by the Investment
Corporation among the disposition pricethereof (excluding an amount equivalent to theconsumption tax thereon relevant to thebuilding) within three months from the end of
the month in which the date of disposition ofsuch assets falls.
Supplementary Provision
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2018.

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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 21, 2017.
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 of
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)

Number ofInvestment
Corporation
Units Held0

Notes:
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.
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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 September 26, 2016 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 21, 2017.
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 Corporation
Ltd. 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 (current
position)
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.

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Proposal No. 4

Appointment of Two (2) Supervisory Directors

Since Takashi Takahashi and Hiroyuki Fujimoto, the supervisory directors, represent their intention
to temporarily resign from such positions as of the closing of this general unitholders meeting, theInvestment Corporation will hereby propose the new appointment of two (2) supervisory directors.
The supervisory director candidates are as follows.

Candidate
Number1

Name(Date of
Birth)

TakashiTakahashi(Born onApril 9, 1952)

Career Summary
Apr. 1983

Registered as lawyer

Apr. 1986

Founded Takahashi Takashi Law Firm
(current name: Ocean General Law
office) (current occupation)
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)

Apr. 2008

Oct. 1996

Apr. 1999
Aug. 2001

2

Hiroyuki
Fujimoto(Born onMarch 31,1970)

Dec. 2004
Sep. 2005
Feb. 2010

Jan. 2017
Jul. 2017

Note:

Number ofInvestment
Corporation
Units Held00

The supervisory director candidates above are currently serving as the Supervisory Directorsof the Investment Corporation and supervising the whole performance of duties by theInvestment Corporation’s Executive Director.

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.
Please note that none of the proposals from Proposal 1 to Proposal 4 above constitutes a conflicting
proposal.

End of document- 13 -

Memo- 14 -

Access Map to the Venue of the General Unitholders Meeting
Venue:

Bellesalle Yaesu 2nd floor, Room A + B + C
Yaesu 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 Marunouchi
Line)

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.
In Nihonbashi area there is Bellesalle Tokyo Nihonbashi in addition to Bellesalle Yaesu, so pleasebe careful not to make a mistake.

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