(Securities Code: 8963)
September 8, 2016
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 September 23, 2016 (Friday), 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:

September 26, 2016 (Monday) 10:00 a.m. (reception will open at 9:30 a.m.)

2. Venue:

Bellesalle Tokyo Nihonbashi, 5th Floor, Rooms 4 + 5Tokyo Nihonbashi Tower
2-7-1, Nihonbashi, 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-End-(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) In response to the amendment to the taxation (including the relevant laws and regulations) inrespect of the tax bearing issue in relation to the discrepancy between tax and accounting
treatment of investment corporations, the Investment Corporation will make necessary
amendment to the relevant article (Matters related to Article 17, Item 1 and Item 4.)(2) So as to establish the provisions concerning the entrustment of general administrative
services on allotment without contribution of new investment unit options and acquisition of
its own investment units, both of which are prescribed in the Act on Investment Trusts andInvestment Corporations, and, in addition, so as to clarify that the Investment Corporation
shall bear the expenses associated with the acquisition of its own investment units, theallotment without contribution of new investment unit options and the issuance ofinvestment corporation bonds, the Investment Corporation will amend the relevant articles.
(Matters related to Article 40, Paragraph 2 and Article 42, Paragraph 2, Item 1.)(3) With the consent of the asset management company, the asset management fees for theperiod from January 2013 to December 2016 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 2017 to December 2017 to theamount which is lower than the amount applicable if such reduction were not made, andwhich is equal to the amount applied for the period from January 2016 to December 2016.
Accordingly, the Investment Corporation will amend the standards concerning the amountand payment for the asset management fees for the period from January 2017 to December
2017. (Matters related to Article 41 and the Supplementary Provision.)(4) In addition, necessary additions or deletions of provisions, revision and clarification of
expressions, and other changes in the wording of the Investment Corporation's Articles ofIncorporation shall be made. (Matters related to Article 10, Paragraph 3.)

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2.

Content of Amendment

The Investment Corporation will amend part of the existing Articles of Incorporation as follows.
(The amended portions are underlined.)
Proposed Amendment
Chapter III
Investment Target and Investment Policy
Article 10
Investment Perspective(No change.)

Existing Articles of Incorporation
Chapter III
Investment Target and Investment Policy
Article 10
Investment Perspective(Omitted.)
3. The Real Estate, etc. (meaning the Specified
Assets listed in Article 11, Paragraph 1,
Items 1 through 5; hereinafter the same
excluding Article 10, Paragraph 8) and theReal Estate-Backed Securities (meaning theSpecified Assets listed in Article 11,
Paragraph 1, Items 6 through 9; hereinafter
the same) to be invested shall be the Real
Estate, etc. and the Real Estate-Backed
Securities that are expected to generate rent
income. However, if the investment in theReal 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. andthe Real Estate-Backed Securities are notexpected to generate rent income at the timeof their acquisition or from immediately
after their acquisition, such Real Estate, etc.
and Real Estate-Backed Securities shall be
included in the assets to be invested.

3. The Real Estate, etc. (meaning the Specified
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 6 through 9; hereinafter
the same) to be invested shall be the Real
Estate, etc. and the Real Estate-Backed
Securities that are expected to generate rent
income. However, if the investment in theReal 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. andthe Real Estate-Backed Securities are notexpected to generate rent income at the timeof their acquisition or from immediately
after their acquisition, such Real Estate, etc.
and Real Estate-Backed Securities shall be
included in the assets to be invested.

(Omitted below.)(No change below.)-4-

Existing Articles of Incorporation
Chapter IV
Calculation
Article 17 Policy on the Distribution of Funds
The Investment Corporation shall make
distributions of funds to unitholders or torecorded pledgees of investment units registeredor recorded in the last registry of unitholders oneach Closing Date in accordance with the policy
set forth below:(1) The distributable amount generated by theoperation of the assets by the Investment
Corporation (hereinafter referred to as the“Distributable Amount”) shall be the amountof profits calculated in compliance with theInvestment Trust Act or generally accepted
accounting practices (meaning the amountcalculated by deducting the total amount of
the investment, the investment surplus, thevaluation and conversion adjustments fromthe amount of net assets on the balance sheet
as of the Closing Date).

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

(2) through (3)(2) through (3)(Omitted.)(No change.)(4) Distributions in excess of the amount of
profitIf the Investment Corporation determines it
to be appropriate by taking into accounttrends in the economic environment, the realestate market, the leasing market, the realestate investment trust market and othermarkets or the impact that the Investment
Corporation’s asset acquisition and financing
activities may have on the amount of
distribution per unit or if the Investment
Corporation can avoid being imposed oftaxation such as corporate tax, etc. thereon,
the Investment Corporation may, incompliance with the provisions of theInvestment Trust Act, make distributions offunds in excess of the Distributable Amount,as a refund of the investment, to unitholders,by adding an amount determined by theInvestment Corporation, up to the amountprescribed in the rules of the Investment
Trusts Association, Japan, pursuant to thecalculation statement concerning the
distribution of funds that has been approved
under the Investment Trust Act.

(4) Distributions in excess of the amount of
profitIf the Investment Corporation determines it
to be appropriate by taking into accounttrends in the economic environment, the realestate market, the leasing market, the realestate investment trust market and othermarkets or the impact that the Investment
Corporation’s
asset
acquisition
andfinancing activities may have on the amountof distribution per unit or if the Investment
Corporation can avoid being imposed oftaxation such as corporate tax, etc. thereon,
the Investment Corporation may, incompliance with the provisions of theInvestment Trust Act, make distributions offunds in excess of the Distributable Amountto unitholders, by adding an amountdetermined by the Investment Corporation,
up to the amount prescribed in the rules of
the Investment Trusts Association, Japan,
pursuant to the calculation statement
concerning the distribution of funds that has
been approved under the Investment Trust
Act.

(Omitted below.)(No change below.)-5-

Existing Articles of Incorporation
Chapter VIII
Asset Manager, Asset Custodian and
Administrative Agent
Article 40 Entrustment of Management andCustodyofAssetsandAdministrative Services(Omitted.)

Proposed Amendment
Chapter VIII
Asset Manager, Asset Custodian and
Administrative Agent
Article 40 Entrustment of Management andCustodyofAssetsandAdministrative Services(No change.)

2. Among the General Administrative Services
to be entrusted following the incorporation ofthe
Investment
Corporation,
theadministrative services relating to theofferings of any investment units andinvestment corporation bonds to be issued by
the Investment Corporation for subscription,
the preparation and maintenance of a registryof unitholders and a registry of investment
corporation bonds, and other administrative
services relating to the registry of unitholders
and the registry of investment corporation
bonds, administrative services relating to theissuance of investment unit certificates andinvestment corporation bonds certificates,
and administrative services relating to theholders of investment corporation bonds shallbe entrusted upon each offering to an
administrative agent determined by the boardof directors, and a relevant generaladministrative services agreement shall be
executed.

2. Among the General Administrative Services
to be entrusted following the incorporation of
the Investment Corporation, (i) the
administrative services relating to theofferings of any investment units andinvestment corporation bonds to be 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 maintenance of a registry of
new investment unit options, a registry ofunitholders and a registry of investment
corporation bonds, and other administrative
services relating to the registry of new
investment unit options, the registry ofunitholders and the registry of investment
corporation bonds, (iii) the administrative
services relating to the issuance of new
investment
unit
optioncertificates,
investment unit certificates and investment
corporation bonds certificates, (iv) the
administrative services relating to the holdersof new investment unit options and theholders of investment corporation bonds, and(v) the administrative services relating to theacquisition of its own investment units andother administrative services set forth in
Article 169 of the Ordinance for
Enforcement of the Act on Investment Trusts
and Investment Corporations shall be
entrusted upon each offering to an
administrative agent determined by the boardof directors, and a relevant generaladministrative services agreement shall be
executed.

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Existing Articles of Incorporation
Article 41 Standards for Amount and Paymentof Asset Management Fees to AssetManager
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 therelevant half accounting periods.
(1) With respect to the period in and afterJanuary 2016 to December 2016, as the feesfor every half accounting period (threemonths), an amount not exceeding the lowerof either (A) the amount calculated bymultiplying the total amount of the relevant
assets recorded as of the end of the relevant
half accounting period by 0.4%, and thendividing by 4 (disregarding any amounts lessthan one yen) or (B) 125,000,000 yen: and(2) With respect to the period in and afterJanuary 2017, as the monthly fees, the higherof either (A) the amount calculated bymultiplying the total amount of the relevant
assets recorded as of the end of each relevant
month by 0.4%, and then dividing by 12(disregarding any amounts less than one yen)or (B) 25,000,000 yen.

Proposed Amendment
Standards for Amount and Paymentof Asset Management Fees to AssetManager
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 therelevant half accounting periods.
(1) With respect to the period in and afterJanuary 2017 to December 2017, as the feesfor every half accounting period (threemonths), an amount not exceeding the lowerof either (A) the amount calculated bymultiplying the total amount of the relevant
assets recorded as of the end of the relevant
half accounting period by 0.4%, and thendividing by 4 (disregarding any amounts lessthan one yen) or (B) 125,000,000 yen: and(2) With respect to the period in and afterJanuary 2018, as the monthly fees, the higherof either (A) the amount calculated bymultiplying the total amount of the relevant
assets recorded as of the end of each relevant
month by 0.4%, and then dividing by 12(disregarding any amounts less than one yen)or (B) 25,000,000 yen.

(Omitted below.)(No change below.)

Article 41-7-

Existing Articles of Incorporation
Chapter IX
OtherArticle 42 Payment
ofMiscellaneous
Expenses
1. The Investment Corporation shall assume alltaxes on the investment assets, miscellaneous
expenses incurred by the administrative
agent, the asset custodian or the AssetManager in performing administrative work
entrusted by the Investment Corporation andinterest in arrears or damages pertaining toadvances, upon request for the payment
thereof.
2. In addition to the preceding paragraph, theInvestment Corporation shall assume thefollowing expenses:(1) Expenses related to the issuance ofinvestment units;

Proposed Amendment
Chapter IX
OtherArticle 42 Payment
ofMiscellaneous
Expenses
1. The Investment Corporation shall assume alltaxes on the investment assets, miscellaneous
expenses incurred by the administrative
agent, the asset custodian or the AssetManager in performing administrative work
entrusted by the Investment Corporation andinterest in arrears or damages pertaining toadvances, upon request for the payment
thereof.
2. In addition to the preceding paragraph, theInvestment Corporation shall assume thefollowing expenses:(1) Expenses related to the issuance ofinvestment units and investment corporation
bonds, the acquisition of its own investment
units, and the allotment without contributionof new investment unit options;(Omitted below.)(No change below.)

Supplementary Provision
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2016.

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

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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 August 23, 2016.
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 December 18, 2015 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 August 23, 2016.
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)

Apr. 2008

Oct. 1996
2

Hiroyuki
Fujimoto(Born onMarch 31,1970)

Apr. 1999
Aug. 2001
Dec. 2004
Sep. 2005
Feb. 2010

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- 11 -

Access Map to the Venue of the General Unitholders Meeting

Venue:

Bellesalle Tokyo Nihonbashi 5th floor, Rooms Nos. 4 and 5
Tokyo Nihonbashi Tower
2-7-1, Nihonbashi, Chuo-ku, Tokyo, Japan
Phone: 03-3510-9236 (main)(Access from the nearest stations)- Directly connected to the B6 exit of “Nihonbashi” Station (Tokyo Metro Tozai Line, Tokyo
Metro Ginza Line and Toei Subway Asakusa Line)-

3-minute walk from the B6 exit of “Mitsukoshimae” Station (Tokyo Metro Hanzomon Line)-

6-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.

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