[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
November 20, 2023
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 21st general meeting of unitholders (the“General Unitholders Meeting”) scheduled to be held on December 21, 2023. Details are as
follows.
The agenda explained below shall take effect with its approval by the General Unitholders
Meeting stated above.
Details1.

Main Contents and Reason for Amendments of Articles of Incorporation(1) In the course of diversifying its lenders, INV may take out loans from Shinkin (credit
unions) banks in the future. In such case, INV will be required to make equity
investments in accordance with the Shinkin Bank Act (Act No. 238 of 1951, as
amended) and therefore, equity as stipulated in the Shinkin Bank Act are to be added
to INV’s scope of asset management. (Matters related to Article 11, Paragraph 3.)(2) 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 2023 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 2024 to December 2024 to an amount which is lower than theamount that would be applicable if such reduction were not made, but higher than theamount that was applied for the period from January 2023 to December 2023 so that

This English language notice is a translation of the Japanese-language notice released on November 20, 2023 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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 andpayment of the asset management fees for the period from January 2024 to December
2024. (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 2025 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 Unitholders Meeting, the term of office ofthe directors will be two years commencing on December 21, 2023, executive director Naoki
Fukuda and supervisory director Yoshihiro Tamura represented their intention totemporarily resign from such position as of the closing of the General Unitholders Meeting.
Supervisory director Hiroyuki Fujimoto represented his intention to resign from such position
as of the closing of the General Unitholders Meeting. Therefore, INV will propose the new
appointment of one executive director and two supervisory directors to be appointed on
December 21, 2023.
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), Marika Nagasawa (new 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 20, 2023 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 21st General Unitholders Meeting

November 20, 2023
December 5, 2023
December 21, 2023

Meeting of the board of directors to approve agenda to be submitted atthe 21st General Unitholders Meeting
Convocation Notice for the 21st General Unitholders Meeting will be sent
(planned)
21st General Unitholders Meeting will be held (planned)<Attachment>
Convocation Notice for the 21st 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 20, 2023 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)(Date of Distribution)
December 5, 2023
(Date of Commencement of Electronic Delivery Measures)
November 29, 2023
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 21st General Unitholders Meeting
Invincible Investment Corporation (“Investment Corporation”) hereby notifies you of the 21st generalunitholders meeting for the Investment Corporation to be held as set out below.
If you are considering attending this general meeting of unitholders, please be mindful of the situationof the prevalence of the infection of novel coronavirus as of the date of this general unitholders meeting,as well as your own health condition until the date of the meeting. You can exercise your voting
rights by mailing the voting form enclosed hereto in advance to the general unitholders meeting,instead of attending the meeting in person. In case you exercise your voting rights in writing, pleaserefer to the reference documents for the 21st general unitholders meeting attached hereto, fill out yourvote in favor 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 20, 2023 (Wednesday).
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 20, 2023
(Wednesday)), except as provided in Paragraph 2 of the same Article of the Articles of Incorporation,
you will 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-1-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.
In convening the general unitholders meeting, we take electronic delivery measures to provide theinformation contained in the reference documents, etc. for the general unitholders meeting (the matterssubject to electronic delivery measures). The matters subject to electronic delivery measures areposted as “Convocation Notice for the 21st General Unitholders Meeting” on our website. Please
access our website given below to review such information. Please note that hard copies of reference
documents, etc. for the general unitholders meeting are sent to all unitholders, regardless of whether
or not they have requested the delivery of hard copies.
The Investment Corporation’s website
https://www.invincible-inv.co.jp/ir/meeting.html
In addition to the website given above, the matters subject to electronic delivery measures are also
posted on the Tokyo Stock Exchange (TSE) website. You can access the information via the TSE
website by visiting the website given below (Listed Company Search), entering issuer name
(Invincible Investment Corporation) or securities code (8963) to run a search, and then choosing“Basic Information,” “Documents for Public Inspection/PR Information” and “Notice of General
Unitholders Meeting/Informational Materials for a General Unitholders Meeting.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

Details
1. Date and Time:

December 21, 2023 (Thursday) 10:00 a.m.
(reception will open at 9:30 a.m.)

2. Venue:

Bellesalle Roppongi Grand Conference Center, Room C+D+E
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.
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-

-2-

(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at
the venue.
◎If you do not indicate your approval or disapproval of each proposal on the returned voting form,
we will treat it as an indication of your approval.
◎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 subject to electronic delivery
measures for the general unitholders meeting, such amendment will be posted on the Investment
Corporation’s website (https://www.invincible-inv.co.jp/).
◎Depending on situation of the prevalence of the infection of novel coronavirus in the future, we may
announce postponement of this general unitholders meeting or change of the venue or change of themeasures 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.
◎Following the general unitholders meeting, Consonant Investment Management Co., Ltd., theInvestment Corporation’s asset management company, will hold an “Asset Management Briefing”
at the same venue. Those attending the general unitholders meeting are cordially invited to thebriefing.
◎We will not provide any gifts for unitholders who attend the general unitholders meeting. We
would appreciate your understanding.

-3-

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) In the course of diversifying its lenders, the Investment Corporation may take out loans from
Shinkin (credit unions) banks in the future. In such case, the Investment Corporation will be
required to make equity investments in accordance with the Shinkin Bank Act (Act No. 238
of 1951, as amended) and therefore, equity as stipulated in the Shinkin Bank Act are to be
added to the Investment Corporation’s scope of asset management. (Matters related to
Article 11, Paragraph 3.)(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 2023 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 2024 to December 2024 to an amount which is lower than the amount that would
be applicable if such reduction were not made, but higher than the amount that was applied forthe period from January 2023 to December 2023 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, theInvestment Corporation will amend the standards concerning the amount and payment of theasset management fees for the period from January 2024 to December 2024. (Matters related
to Article 41 and the Supplementary Provision.)

-4-

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 III
Investment Target and Investment Policy
Article 11 Investment Target(Omitted.)3.

Proposed Amendment
Chapter III
Investment Target and Investment Policy
Article 11 Investment Target(No Change.)

In addition to investment in the 3.
Specified Assets set forth in Paragraphs
1 and 2, the Investment Corporation may
invest in the assets listed in the following
items if such investments are necessary
for investment in the Real Estate, etc.

In addition to investment in theSpecified Assets set forth in Paragraphs
1 and 2, the Investment Corporation may
invest in the assets listed in the following
items if such investments are necessary
for investment in the Real Estate, etc.

(1) through (13) (Omitted.)(1) through (13) (Omitted.)(14) (Newly Established)(14) Equity as stipulated in the Shinkin
Bank Act (Act No. 238 of 1951, as
amended)(Omitted below.)(No Change below.)-5-

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 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.

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 2024 to December 2024, 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)225,000,000 yen: and(2) With respect to the period in and afterJanuary 2025, 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

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, 2024.

-6-

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 21, 2023, Naoki Fukuda,
the executive director, represented 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 21, 2023, 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 20, 2023.
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)

Number ofInvestment
Corporation
Units Held0

Notes:
1.
Naoki Fukuda, the executive director candidate above, is the representative director of
-7-

2.
3.

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 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.

-8-

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 21, 2023. 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 20, 2022 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 20, 2023.
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:Tokyo Gas Real Estate Investment Advisors
Co., Ltd.) as Representative Director & Chief
Operating Officer
Joined Simplex Investment Advisors Inc.
(Current: Mizuho Realty One Co., Ltd.) as
Representative Director, Chairman & CEO
Representative Director, Chairman & CEO of
Simplex Real Estate Management Inc. (Current:
Mizuho Real Estate Management Co., Ltd.)
Director of Simplex REIT Partners Inc.
(Current: Mizuho REIT Management Co., Ltd.)
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 a
-9-

2.

resolution of the board of directors of the Investment Corporation prior to the candidate’s
assumption of office as the 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, 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.

- 10 -

Proposal No. 4 Appointment of Two (2) Supervisory Directors
Hiroyuki Fujimoto, the supervisory director, represented his intention to resign from such position asof the closing of this general unitholders meeting. Moreover, in order to adjust the term of officeconsidering that pursuant to the Articles of Incorporation of the Investment Corporation, the term ofoffice of the supervisory directors shall be not more than two years from their respective election, andtherefore if elected at this general unitholders meeting, the term of office of the supervisory director
will be two years commencing on December 21, 2023, Yoshihiro Tamura, the supervisory director,
represented his intention to temporarily resign from such position as of the closing of this generalunitholders meeting and therefore 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 21, 2023, pursuant to Article 30, Paragraph 1 of
the Articles of Incorporation of 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

Feb. 2011

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 KPMG AZSA LLC

Dec. 2019

Registered as Certified Public Accountant

Feb. 2021

Joined Avantia GP (current position)

Nov. 2021

Established Marika Nagasawa Accounting
Firm (current position)

Oct. 20111

Yoshihiro
Tamura(Born on
August 20,
1965)

Sep. 2013

Aug. 2017
Dec. 20182

MarikaNagasawa(Born on July12, 1985)

Number ofInvestment
Corporation
Units Held00Notes:
1.
There is no special interest between the supervisory director candidates above and theInvestment Corporation.
2.
Of the supervisory director candidates above, Yoshihiro Tamura is currently serving as thesupervisory director of the Investment Corporation and supervising the whole performance of
duties by the Investment Corporation’s Executive Director.
3.
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- 11 -

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. Of the above supervisory director candidates, Yoshihiro Tamura is currently
counted as the insured party of the relevant liability insurance contract as the existingsupervisory director, and will continue to be counted as the insured party of the subject
liability insurance contract in the event he assumes the office of supervisory director under
this proposal. In addition, of the above supervisory director candidates, Marika Nagasawa
will be newly counted as the insured party of the subject liability insurance contract in theevent she assumes the office of supervisory director under this proposal. Moreover, when
the contract term of the insurance contract expires, the Investment Corporation will re-executea 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- 12 -

Memo- 13 -

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

Bellesalle Roppongi Grand Conference Center, Room C + D + E
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 Sta.

Access from Roppongi-Itchome 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.
- 14 -