Industrial & Infrastructure Fund Investment : Convocation notice

Attachment

(TSE code: 3249) October 7, 2022

To our unitholders

7-3 Marunouchi 2-chome,Chiyoda-ku, Tokyo Tokyo Building

Industrial & Infrastructure Fund Investment Corporation

Executive Director Kumi Honda

Notice of Convocation of the 9th General Meeting of Unitholders

We hereby give notice of the 9th General Meeting of Unitholders of the Industrial & Infrastructure Fund Investment Corporation ("IIF" or the "Investment Corporation"), which will be held as follows.

Unitholders may exercise their voting rights in writing at the 9th General Meeting of Unitholders. Unitholders who wish to exercise their voting rights in writing should refer to the Explanatory Memorandum on the General Meeting of Unitholders at the end of this notice. After reading the Explanatory Memorandum, please fill out your vote on the enclosed Voting Rights Exercise Form and return the same so that we receive it by 5:30 pm, Thursday, October 27, 2022.

In accordance with the provisions of Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations, the Investment Corporation has set forth provisions regarding "Deemed Approval" in Article 41 of its current Articles of Incorporation. Accordingly, the number of voting rights of unitholders who do not attend the meeting and do not exercise voting rights by means of the Voting Rights Exercise Form shall be included in the number of voting rights of unitholders present, and they shall be deemed to approve the proposals for resolution submitted to the general meeting of unitholders. We ask that you pay due consideration to this point.

Excerpt from the Investment Corporation's Articles of Incorporation Article 41 Deemed Approval

1. Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights are deemed to approve the proposals for resolution (excluding any proposals with purposes that conflict with each other in the case that multiple proposals are submitted) submitted to the general meeting of unitholders.
2. The number of voting rights of unitholders deemed to approve the proposals for resolution pursuant to the provisions of Article 41.1 are included in the number of voting rights of unitholders present.

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		Details
1．Time and Date: 11 am, Friday, October 28, 2022
	(Reception scheduled to open at 10:30 am)
2．Place:	7-12 Marunouchi 1-chome,Chiyoda-ku, Tokyo
	Station Conference Tokyo "Room 602" (6th Floor of Sapia Tower)
3．Objectives of the general meeting of unitholders:
Matters for Resolution
	Resolution Proposal 1 - Partial amendments of the Articles of Incorporation
	Resolution Proposal 2	- Appointment of one (1) executive director
	Resolution Proposal 3	- Appointment of three (3) supervisory directors
	Resolution Proposal 4	- Appointment of two (2) alternate executive directors

When you attend the meeting, please hand in the enclosed Voting Rights Exercise Form to the reception desk at the meeting venue.

When a proxy attends the meeting, since it is possible for one (1) other unitholder who holds voting rights to attend the general meeting of unitholders as a proxy, the proxy shall hand in the proxy form together with the Voting Rights Exercise Form to the reception desk at the meeting venue.

In addition, please note that a person other than a unitholder who is entitled to exercise his/her voting rights, such as a proxy who is not a unitholder and accompanying person, cannot enter the meeting venue.

Please be advised that if we need to revise any matters in the Explanatory Memorandum on the General Meeting of Unitholders during the period up until the day prior to the meeting, we will post any such revisions on our website (https://www.iif-reit.com/).

Based on the status of the infection in Japan of the novel coronavirus, IIF will take measures to prevent the infection at the general meeting of unitholders. For details, please refer to the following "Measures to Prevent Novel Coronavirus Infection". In addition, depending on changes in the circumstances in the future, IIF may announce postponement of the general meeting of unitholders, change in the venue or the measures to prevent infection at the general meeting of unitholders on the IIF's website (https://www.iif-reit.com/).

The briefing session on the status of the managed assets held by KJR Management, the asset management company which manages IIF's assets following the conclusion of the general meeting of unitholders, has been decided not to be held for the purpose of reducing the time spent on the venue for unitholders to prevent infection of the novel coronavirus as much as possible. Your understanding of our situation is highly appreciated.

Please note that the notification of resolution, which was previously sent to unitholders after the general meeting of unitholders, is going to be posted on the IIF's website (https://www.iif-reit.com/) instead of being sent in writing.

Souvenirs for unitholders who attend the general meeting of unitholders are not prepared.

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Measures to Prevent Novel Coronavirus Infection

In light of the status of the infection of novel coronavirus in Japan, the Investment Corporation plans to take the following measures to prevent the infection of novel coronavirus at the general meeting of unitholders by referring to the " Q&A on Approaches to Conducting Shareholder Meetings Compiled as Measure for Addressing the Spread of the Novel Coronavirus Disease " (including subsequent amendments) published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on April 2, 2020. Your understanding and cooperation are highly appreciated.

• The voting rights at this general meeting of unitholders may also be exercised in writing. From the viewpoint of ensuring the safety of unitholders and preventing the infection of novel coronavirus, unitholders are requested to refrain from attending the general meeting of unitholders as much as possible, regardless of your health, and to exercise your voting rights by posting the enclosed voting card in advance.
• In particular, you should consider not attending the general meeting of unitholders for the elderly, those with underlying diseases, and those who are pregnant.

• As part of measures to prevent infection at the venue on the day of the event, the distance between the seats to be prepared for unitholders is expected to be wide, and there is a possibility that a sufficient number of seats will not be secured. Please note that in the unlikely event that a seat cannot be prepared, we may limit your admission to the venue.
• The candidates for directors, alternate directors and the meeting staffs will be wearing masks.
• Unitholders are requested to attend the venue with a mask on and to cooperate in disinfection of your hands with the alcohol-disinfectant provided in the reception area.
• Please be advised that we will be conducting body temperature scanning at the reception area of the venue. We may refuse entry for unitholders who do not cooperate. Unitholders who have symptoms suspected of novel coronavirus infection, such as fever of 37.5°C or higher or cough, may refuse entering the venue.
• Please be aware that the meeting staffs may make a request to leave your seat for those who seem to be in poor health condition during the general meeting of unitholders.
• The briefing session by the asset management company of the Investment Corporation will not be held for the purpose of shortening the time spent on the venue by unitholders to prevent infection of the novel coronavirus as much as possible. Your understanding of our situation is highly appreciated.
• Souvenirs for unitholders who attend the unitholders meeting are not prepared.
• In addition to the above, we may take necessary measures from the viewpoint of maintaining order at the general meeting of unitholders and preventing infection. Your understanding and cooperation are highly appreciated.

In addition, depending on changes in the circumstances in the future, we may announce postponement of the unitholders meeting, change in the venue or change of the above measures on the IIF's website (https://www.iif-reit.com/).

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Explanatory Memorandum on the General Meeting of Unitholders

Matters for Resolution and Explanatory Notes

Resolution Proposal 1 - Partial amendments of the Articles of Incorporation

1. Reasons for amendments

1. Pursuant to the revision of the "Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities", the name of the law aforesaid shall be changed to "Act on Special Measures Concerning Promoting Utilization of Electricity from Renewable Energy Sources", and the numbering of the cited articles shall be also adjusted to match the revised articles of the law aforesaid (relating to Article 11, Paragraph 1 (7) of the Articles of Incorporation).
2. The necessary amendments relating to the method of asset evaluation shall be made following the application of the Accounting Standards for Financial Instruments (ASBJ Statement No. 10 (revised) (including any accounting standards and implementation guidance newly established or revised relating there to) (relating to Article 18 (4)(ii), (7) and (8) of the Articles of Incorporation).
3. The necessary amendments relating to the distribution policy of IIF shall be made to make cash distributions in excess of profits, in principle, each fiscal period on a continuing basis. However, that when IIF determines it to be inappropriate, taking into account the economic environment, trends in the real estate market and the leasing market, etc., the condition of its assets and its financial condition, etc., IIF shall not make cash distributions in excess of profit (relating to Article 25, Paragraph 2 of the Articles of Incorporation).
4. Pursuant to Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations, IIF has established provisions, in the current Article 41 of the Articles of Incorporation, to the effect that if a unitholder does not attend a unitholders' meeting and does not exercise their voting right, a unitholder is deemed to vote in favor of proposals submitted at the unitholders' meeting (in case that more than one proposal are submitted and these proposals are in conflict with each other there proposals are excluded) ("Deemed Approval"). However, regarding a proposal likely to have a significant impact on unitholders' interests or IIF's governance structure, etc., a new provision not to apply the "Deemed Approval" to certain proposals shall be added in order to more directly and accurately reflect the intention of unitholders (relating to Article 41, Paragraph 3 of the Articles of Incorporation).
5. The amendments relating to the asset management fees for the asset management company shall be made as follows (relating to the Schedule 1, of the Articles of Incorporation 1, (2) and (3) ) ;
6. • As part of the management strategy for its properties, IIF may itself become the ordering party for the expansion or redevelopment of its properties. The necessary amendments hereby shall be made to clarify that the acquisitions of all or part of a building through the implementation of expansion or redevelopment by IIF be subject to the fees for the acquisition of assets (hereinafter referred to as "Asset Acquisition Fees").
   • IIF may invest in equity interests in silent partnership and other investment vehicles in accordance with the Articles of Incorporation. The necessary amendments hereby shall be made to improve incentives for the asset management company by adding and including real estate-related assets stipulated in Article 11, Paragraph 1, (2) of the Articles of Incorporation to the specified assets subject to Asset Acquisition Fees, the fees for disposal of assets and the merger fees.
7. In addition to the above, the adjustments of definition terms and the lexical corrections shall be made.

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2. Details of amendments

The details of amendments are as follows. (The amended parts are underlined.)

Current Articles	Proposed Amendment
Article 11 Subject of Asset Management	Article 11 Subject of Asset Management
1. The Investment Corporation may invest in	1. The Investment Corporation may invest in
the Specified Assets described below in	the Specified Assets described below in
accordance with the basic policy in Article 10.	accordance with the basic policy in Article 10.
(a) ~ (f) (Omission)	(a) ~ (f) (As it is now)
(g) Renewable electric energy-generating	(g) Renewable electric energy-generating
facilities prescribed in Article 2, Paragraph 3of	facilities prescribed in Article 2, Paragraph 2of
the Act on Special Measures Concerning the	the Act on Special Measures Concerning the
Procurementof Renewable Electric Energy (Act	Promoting Utilizationof Renewable Electric
No. 108 of 2011, as amended; excluding those	Energy (Act No. 108 of 2011, as amended;
facilities related to real estate) (hereinafter	excluding those facilities related to real estate)
referred to as the "Renewable Electric Energy-	(hereinafter referred to as the "Renewable
Generating Facilities")	Electric Energy-Generating Facilities")
(h) ~ (i) (Omission)	(h) ~ (i) (As it is now)
2.~ 7. (Omission)	2. ~ 7. (As it is now)

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