[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
September 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 Issuance of New Investment Unitsand Secondary Distribution of Investment Units

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

Number ofInvestment Units tobe offered: 887,959 investment units(2)

Amount to be paid

: To be determined(issue value)(The amount to be paid shall be determined at the Board of
Directors Meeting to be held on Wednesday, October 4, 2017 or
Thursday, October 5, 2017 (the “Issue Price Determination Date”).
Amount to be paid (issue value) refers to an amount which INV
shall receive from the Underwriters (as defined in (5)(ii) below) as
payment proceeds for the investment units).

(3)

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

Issue price: To be determined(offer price)

The issue price (offer price) shall be determined at the Board ofThis English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States. Not for publication, distribution or release, directly or indirectly in or into the United States of America.

1

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

Offering method: Investment Units shall be offered simultaneously in Japan andoverseas (the Domestic Public Offering, the Overseas Offering, theOverallotment Secondary Offering mentioned in “2. Secondaryoffering of Investment Units (overallotment secondary offering)”(each as defined below) shall be collectively referred to as the“Global Offering,” for which certain of the Underwriters (as defined
below) shall serve as joint global coordinators).
(i)

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

(ii)

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

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

2

(iii)The total number of Investment Units to be issued in theOfferings shall be 887,959, consisting of 515,017 units for theDomestic Public Offering and 372,942 units for the Overseas
Offering, the ultimate details of which shall be determined on
the Issue Price Determination Date, taking into consideration
the level of demand and other factors.

(6)

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

(7)

Subscription unit

: One unit or more in multiples of one unit

(8)

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

(Domestic Public
Offering)(9)

Payment date

: A business day during the period from Thursday, October 12, 2017
to Friday, October 13, 2017 which shall be five business days after
the Issue Price Determination Date.

(10)

Delivery date

: The following business day of the Payment Date as specified in (9)above.

(11)

The issue price (offer price), the amount to be paid (issue value), the final breakdown of thenumber of Investment Units for the Domestic Public Offering and for the Overseas Offeringand any other matter required for the issuance of the new Investment Units shall be
determined at a future Board of Directors Meeting .

(12)

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

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

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

Seller:A Domestic Underwriter(2)

Number ofInvestment Units tobe offered in thesecondary offering:

44,398 Investment Units

Offer price:(3)

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

Total offer value:

To be determined(5)

Offering method:

Apart from the Domestic Public Offering, one of the Domestic
Underwriters shall offer Investment Units in the secondary offering
up to a maximum of 44,398 units to be borrowed from Calliope
Godo Kaisha (“Calliope”), a holder of Investment Units (suchborrowed Investment Units shall be referred to as the “Borrowed
Units”), taking into consideration the level of demand and otherfactors in the Domestic Public Offering.

(6)

Subscription unit:

One unit or more in multiples of one unit

(7)

Subscription period:

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

Delivery date:

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

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

(10)

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

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

4

(11)

3.

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

Number ofinvestment units tobe offered:

44,398 Investment Units(2)

Amount to be paid:

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

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

Allottee and number :of investment units tobe allotted

A Domestic Underwriter: 44,398 units(5)

Subscription unit:

One unit or more in multiples of one unit

(6)

Subscription period:

Tuesday, October 31, 2017:

Wednesday, November 1, 2017

(Subscription date)(7)

Payment date

(8)

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

(9)

The amount to be paid (issue value) and any other matter required for the issuance of thesenew Investment Units through third-party allotment (the “Third-Party Allotment”) shall be
determined at a future Board of Directors Meeting.

(10)

In the event the Overallotment Secondary Offering is suspended, the Third-Party Allotment
shall also be suspended.

(11)

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

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

5

<Reference>
1. Overallotment Secondary Offering and related matters(1)
Taking into consideration the level of demand and other factors in the Domestic Public
Offering, one of the Domestic Underwriters (the “Selling Domestic Underwriter”) may conduct
the Overallotment Secondary Offering of Investment Units in Japan, using a maximum of
44,398 units to be borrowed from Calliope, a holder of Investment Units. The above numberof Investment Units to be offered in the Overallotment Secondary Offering is the maximum
number of Investment Units for the secondary offering. Depending on the level of demand andother factors, such number of Investment Units to be offered may decrease, or theOverallotment Secondary Offering itself may not take place at all.
In relation to the Overallotment Secondary Offering, INV’s Board of Directors, on Thursday,
September 21, 2017, adopted a resolution to issue 44,398 new Investment Units through athird-party allotment to the Selling Domestic Underwriter, on Wednesday, November 1, 2017as the payment date, for the purpose of allowing the Selling Domestic Underwriter to acquire
Investment Units required for returning the borrowed Investment Units.
Additionally, during the period from the date following the last subscription period date for theDomestic Public Offering and the Overallotment Secondary Offering until Friday, October 27,
2017 (the “Syndicate Cover Transaction Period”), the Selling Domestic Underwriter may
purchase, on the Tokyo Stock Exchange, Investment Units in a quantity up to the number of
Investment Units offered in the Overallotment Secondary Offering for the purpose of returning
the Borrowed Units (each such purchase, a “Syndicate Cover Transaction”). All theInvestment Units purchased by the Selling Domestic Underwriter through such Syndicate
Cover Transactions will be used for returning the Borrowed Units. During the Syndicate CoverTransaction Period, the Selling Domestic Underwriter may, based on its own judgment, notcarry out any Syndicate Cover Transactions or may conduct Syndicate Cover Transactions in
an amount less than the number of Investment Units offered in the Overallotment Secondary
Offering.
In addition, the Selling Domestic Underwriter may engage in stabilizing transactions inconnection with the Domestic Public Offering and the Overallotment Secondary Offering, andmay use all or part of the Investment Units purchased through such stabilizing transactions toreturn the Borrowed Units.
As for the number of Investment Units to be determined by subtracting the number of
Investment Units purchased through the Syndicate Cover Transaction and stabilizing
transaction, to be used for returning the borrowed Investment Units, from the number of
Investment Units offered in the Overallotment Secondary Offering, the Domestic Underwriterintends to acquire such number of Investment Units through accepting the allotment under theThird-Party Allotment.
Consequently, there may be cases where there will be no subscription for whole or part of theInvestment Units to be issued through the Third-Party Allotment, resulting in a commensurate
shortfall in the ultimate number of Investment Units to be issued through the Third-Party
Allotment, due to forfeiture, or there may be cases where such issuance itself will not takeplace at all.
(2)
The transactions described above will be conducted by the Selling Domestic Underwriter
upon consultation with the other domestic joint lead managers.

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

6

2.

Change in the number of Investment Units outstanding after the issuance of the new
Investment Units
Current number of Investment Units outstanding:
3,860,824
Increase in the number of Investment Units outstanding due to the :issuance of new Investment Units through the Offerings
887,959
Total number of Investment Units outstanding after the issuance of :new Investment Units through the Offerings
4,748,783
Increase in the number of Investment Units outstanding through the :issuance of new Investment Units through the Third-Party Allotment
44,398 (Note)
Total number of Investment Units outstanding after the issuance of :new Investment Units through the Third-Party Allotment
4,793,181 (Note)(Note) Represents the case where the Domestic Underwriter has applied for all the Investment
Units to be issued through the Third-Party Allotment, resulting in the issuance of such
Investment Units

3.

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

4.

Amount of funds to be raised, use of proceeds and scheduled timing of expenditure(1)

Amount of funds to be raised (estimated net proceeds)
Up to JPY 41.5 billion (Note)(Note) Amount of funds to be raised (estimated net proceeds) is total amount of proceeds fromthe Domestic Public Offering (JPY 22.9 billion), the Overseas Offering (JPY 16.6
billion) and the maximum proceeds from the issuance of new Investment Units throughthe Third-Party Allotment (JPY 1.9 billion). The above figures are the estimatescalculated based on the closing price of the ordinary trading at the Tokyo Stock
Exchange on Thursday, September 14, 2017.

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

7

(2)

Specific use of proceeds and scheduled timing of expenditure
INV will use the proceeds from the Domestic Public Offering (JPY 22.9 billion) and theOverseas Offering (JPY 16.6 billion) to fund its acquisition of specified assets (the “AnticipatedAcquisition”) announced in “Notice concerning Acquisition and Sale of Assets” dated July 25,2017 and “Notice concerning Acquisition of Assets and Entering into Leasing Contract” and“Notice concerning Acquisition of Asset (preferred equity interest)” dated today. The remainderof the proceeds from the Domestic Public Offering and the Overseas Offering, if any, will be
retained as cash reserve to fund for the future acquisitions.
Even in the case that the funds to be raised through the Domestic Public Offering (JPY 22.9
billion), the Overseas Offering (JPY 16.6 billion) and the borrowings announced in the press
release entitled “ Notice concerning Debt Financing” as of today (JPY 22,993 million)(collectively referred to the “Funds from the Domestic Public Offering and Other”) do not reachthe total price for the Anticipated Acquisition, the maximum proceeds from the issuance of new
Investment Units through the Third-Party Allotment (JPY 1.9 billion) will be applied to cash
reserves which were used to fund the Anticipated Acquisition. (i) The any remainder of theproceeds from the Third-Party Allotment after such application or (ii) all of the proceeds fromthe Third-Party Allotment where the Funds from the Domestic Public Offering and Other reachthe total price for the Anticipated Acquisition will be retained as cash reserve to fund for the
future acquisition.
(Note) The above figures are the estimates calculated based on the closing price of theordinary trading at Tokyo Stock Exchange on Thursday, September 14, 2017.

5.

Designation of allottee
Not applicable

6. Others (Restrictions on sale and additional issuance)
With respect to the Global Offering, Calliope and Rayo Godo Kaisha shall reach an(1)agreement not to sell, without prior written consent of the joint global coordinators, any
Investment Units held since before the Global Offering, during the period from the Issue Price
Determination Date to a date 90 days from the delivery date (except for Calliope where
Investment Units are lent to a Domestic Underwriter for the purpose of Overallotment
Secondary Offering).
(2)

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

(3)

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

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

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

8