Invesco Office J REIT : Notice concerning the Statement of Opinion (Support) on Tender Offer by Invesco Group

For Translation Purposes Only

June 17, 2021

For Immediate Release

Issuer of real estate investment trust securities: Invesco Office J-REIT, Inc.

6-10-1, Roppongi, Minato-ku, Tokyo

Ryukichi Nakata, Executive Director

(TSE code: 3298)

Asset Management Company:

Invesco Global Real Estate Asia Pacific, Inc. Yasuyuki Tsuji, Representative in Japan

Inquiries: Hiroto Kai, Head of Portfolio Management Department TEL. [phone]

Notice concerning the Statement of Opinion (Support) on Tender Offer by Invesco Group

Invesco Office J-REIT, Inc. (hereinafter referred to as the "Investment Corporation") hereby announces that, the Investment Corporation has resolved, at the Board of Directors meeting held today, to support the tender offer (hereinafter referred to as the "Tender Offer") by IRE IOJ Godo Kaisha (hereinafter referred to as "IRE IOJ") and MAR IOJ Godo Kaisha (hereinafter referred to as "MAR IOJ"), (hereinafter referred to collectively or individually as the "Tender Offeror(s)") for all of the issued and outstanding investment units of the Investment Corporation (hereinafter referred to as the "Investment Units") and to make the statement to recommend that the unitholders of the Investment Units tender their units through the Tender Offer.

The above resolution by the Board of Directors of the Investment Corporation is made on the assumption that the Tender Offerors plan to acquire all of the Investment Units through the Tender Offer and series of procedures thereafter (excluding the Investment Units owned by the Investment Corporation in treasury, if any), and that the Investment Units is scheduled to be delisted.

1. Overview of Tender Offerors (IRE IOJ)

(1)	Name	IRE IOJ Godo Kaisha
(2)	Address	6-10-1, Roppongi, Minato-ku, Tokyo
(3)	Title/Name of	Executive Officer Takeshi Nakamura
Representative
	Description of	Acquire and own the investment units of the Investment Corporation,
(4)	and control and manage the business activities of the Investment
Businesses
	Corporation after completion of the Tender Offer.
(5)	Capital Amount	JPY 100,000
(6)	Date of	May 25, 2021
Incorporation
	Major Unitholder
(7)	and Ownership	IRE IOJ Ippan Shadan Hojin (Note)
	Ratio
(8)	Relationship between the Investment Corporation and the Tender Offeror
	Capital	Not applicable.
	Relationship
	Personnel	Not applicable.
	Relationship
	Business	Not applicable.
	Relationship
	Whether the	Not applicable.
		1

	Offeror falls
	under Related
	Party
(Note)	IRE IOJ is a godo kaisha, and the capital contribution from IRE IOJ Ippan Shadan Hojin is JPY 100,000. The managing
	member of the IRE IOJ is IRE IOJ Ippan Shadan Hojin.

(MAR IOJ)

(1)	Name	MAR IOJ Godo Kaisha
(2)	Address	6-10-1, Roppongi, Minato-ku, Tokyo
(3)	Title/Name of	Executive Officer Toshiaki Takahashi
Representative
	Description of	Acquire and own the investment units of the Investment Corporation,
(4)	and control and manage the business activities of the Investment
Businesses
	Corporation after completion of the Tender Offer.
(5)	Capital Amount	JPY 100,000
(6)	Date of	May 25, 2021
Incorporation
	Major Unitholder
(7)	and Ownership	MAR IOJ Ippan Shadan Hojin (Note)
	Ratio
(8)	Relationship between the Investment Corporation and the Tender Offeror
	Capital	Not applicable.
	Relationship
	Personnel	Not applicable.
	Relationship
	Business	Not applicable.
	Relationship
	Whether the
	Offeror falls	Not applicable.
	under Related
	Party
(Note)	MAR IOJ is a godo kaisha, and the capital contribution from MAR IOJ Ippan Shadan Hojin is JPY 100,000. The
	managing member of the MAR IOJ is MAR IOJ Ippan Shadan Hojin.

2. Purchase Price

JPY 22,750 per investment unit

3. Details of, and Grounds and Reasons for, Opinion Regarding Tender Offer

1. Details of Opinion Regarding Tender Offer

The Investment Corporation has resolved, at the Board of Directors meeting held today, based on the grounds and reasons stated in "(2) Grounds and Reasons for Opinion Regarding Tender Offer" below, to make the statement to support the Tender Offer and to recommend that the unitholders of the Investment Units tender their units through the Tender Offer.

The resolution by the Board of Directors of the Investment Corporation above has been resolved by the method described under "(III) Unanimous Approval by All Non-Interested Supervisory Directors of Investment Corporation" of "(5) Measures to Ensure Fairness and Measures to Avoid Conflicts of Interest" below.

(2) Grounds and Reasons for Opinion Regarding Tender Offer

Of the grounds and reasons for the opinion regarding the Tender Offer, the description of the Tender Offerors is based on the explanation received from the Tender Offerors.

(I) Overview of Tender Offer

The Tender Offerors are each a limited liability company (godo kaisha) established on May 25, 2021 for the purpose of acquiring and owning Investment Units listed on the J-REIT market of Tokyo Stock Exchange Inc. (hereinafter referred to as the "Tokyo Stock

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Exchange"). Each of IRE IOJ and MAR IOJ was established by the investments of their respective executive members, IRE IOJ ISH and MAR IOJ ISH, each of which has entered into an asset management agreement with Invesco Global Real Estate Asia Pacific, Inc. (hereinafter referred to as the "Asset Management Company"), which belongs to the Invesco Group (Note 1). Each of IRE IOJ ISH and MAR IOJ ISH are general incorporated associations established with funds contributed by the Asset Management Company and their members are third parties that are independent from the Invesco Group. MAR IOJ is considering changing its asset manager to a third-party asset management company after the completion of the Tender Offer, but as of the date hereof, details of such change (including the new asset manager) have not been determined.

As of the date hereof, the Tender Offerors do not own any Investment Units. Invesco Investments (Bermuda) Ltd. (hereinafter referred to as the "IIBL"), which belongs to the Invesco Group, owns 624,651 Investment Units (ownership ratio (Note 2): 7.10%) as of the date hereof, and Invesco decided, on June 15, 2021, to cause IIBL to tender all of its Investment Units in the Tender Offer . The Tender Offerors executed a tender agreement dated June 15, 2021 with IIBL (hereinafter referred to as the "Tender Agreement"), and in that agreement, IIBL agreed to tender all of the Investment Units it owns in the Tender Offer (for details, see "4. Matters Related to Important Agreements Concerning Tender Offer among Tender Offerors and the Unitholders and/or Directors of Investment Corporation").

(Note 1) "Invesco" or the "Invesco Group" means Invesco Ltd., a publicly owned company whose shares are listed on the New York Stock Exchange and is a constituent of the S&P 500 index, which is a representative stock price index of the United States, and its direct and indirect subsidiaries. The same applies hereinafter. As stated above, the Invesco Group, through IIBL, owns Investment Units equivalent to the ownership ratio of 7.10%, and the Asset Management Company, which is part of the Invesco Group, has entered into an asset management agreement with the Investment Corporation. With respect to the outline of the Invesco Group and its business activities, see "(a) Background of Decision to Implement Tender Offer " in "(II) Background, Purpose, and Decision-Making Process Leading to Decision to Implement Tender Offer, and Management Policy After Tender Offer " below. The capital relationship between the Tender Offerors and the Invesco Group is summarized below.

(Note 2) "Ownership ratio" means the ratio (rounded to two decimal places; the same applies to all ratios unless stated otherwise) of Investment Units held to the total number of outstanding Investment Units as of April 30, 2021 (8,802,650 Investment Units) as stated in the "Summary of Financial Results (REIT) for the Fiscal Period Ended April 30, 2021" announced on June 15, 2021. The same applies hereinafter.

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The Tender Offerors decided to implement the Tender Offer on June 17, 2021 as part of a series of transactions (collectively, the "Transaction") for the purpose of acquiring and owning all the Investment Units listed on the J-REIT market of the Tokyo Stock Exchange (excluding the Investment Units owned by the Investment Corporation in treasury (if any)) and thereafter taking the Investment Corporation private with a tender offer price of JPY 22,750 (hereinafter referred to as the "Tender Offer Price"). Further, as stated in "(a) Background of Decision to Implement Tender Offer" in "(II) Background, Purpose, and Decision-Making Process Leading to Decision to Implement Tender Offer, and Management Policy After Tender Offer" below, the Tender Offer was considered and is implemented by the Tender Offerors following a tender offer for Investment Units launched by investment vehicles (Note 3) (collectively, hereinafter referred to as the "Starwood") formed, managed, and operated by investment funds belonging to the Starwood Capital Group (hereinafter referred to as the "Starwood Tender Offer"). (Note 4)

(Note 3) Collectively and individually, 101 Investment Limited Partnership, SDSS Investco Limited, SDSS K Investco Limited, SSF U.S. Investco S, L.P., SSF U.S. Investco C, L.P., and SOF-11 International Investco Limited.

(Note 4) According to the tender offer report submitted by Starwood to the Director of the Kanto Local Finance Bureau on June 16, 2021, the Starwood Tender Offer was unsuccessful and expired because the total number of Tendered Investment Units (348,378 units) did not reach the minimum number of investment units to be purchased (3,877,247 units).

The Tender Offerors' objective is to privatize the Investment Corporation, and the Tender Offerors plan on implementing a series of procedures (hereinafter referred to as the "Squeeze-Out Procedures") to make the Tender Offerors the only unitholders of the Investment Corporation, as set forth in "(4) Plan for Post-Tender Offer Restructuring, Etc. (i.e. Matters Regarding Two-Step Acquisition)" below. As described below, in order to maximize the possibility of privatization through the Squeeze-Out Procedures, as well as to respect the outcome of the decision of the General Unitholders of the Investment Corporation (defined below) to tender their investment units and to ensure fairness of the procedures of the Transaction while taking into account the attributes of the unitholders of the Investment Corporation, the minimum number of Investment Units to be purchased has been set at 4,761,794 Investment Units (ownership ratio: 54.10%) (excluding the 624,651 Investment Units (ownership ratio: 7.10%) that IIBL agreed in the Tender Agreement to tender in the Tender Offer, equivalent to 4,137,143 Investment Units (ownership ratio: 47.00%) in the Tender Offer, and if the total number of Investment Units tendered in the Tender Offer (hereinafter referred to as the "Tendered Investment Units") falls short of the minimum number of Investment Units to be purchased (4,761,794 Investment Units; excluding the Investment Units owned by IIBL, 4,137,143 Investment Units), the Tender Offerors will not purchase any of the Tendered Investment Units.

On this point, according to the amended tender offer registration statement submitted by Starwood on May 10, 2021 and the amended tender offer registration statement submitted by Starwood on June 1, 2021, Starwood determined that 25.61% of the Investment Corporation's unitholders are ETFs (exchange traded funds) that are managed with the aim of tracking indices such as investment unit price indices that hold Investment Units and other passive index managed funds (hereinafter referred to as the "Index Funds") (Note: 5) and other unitholders that are expected to not tender their Investment Units in the Tender Offer because, in principle, under their investment policies, they are managed with the aim of tracking certain indices other than indices that are market benchmarks (for example, funds that make investment decisions based on independent indices, and together with the Index Funds, the "Index Funds, Etc."), and based on the assumption that there are only around 6,024,553 Investment Units (ownership ratio: 68.44%) that are owned by unitholders (excluding Starwood) that will decide whether to tender their Investment Units in the Tender Offer based on a determination of whether the terms of the Starwood Tender Offer are appropriate, and while the minimum number of Investment Units to be purchased was initially set at 5,344,355 units (ownership ratio: 60.71%) (together with the Investment Units owned by Starwood, 5,868,434 Investment Units (ownership ratio: 66.67%)), that was reduced to 4,341,133 Investment Units (ownership ratio: 49.32%) (together with the Investment Units owned by Starwood, 4,865,212 Investment Units (ownership ratio: 55.27%)) on May 10, 2021, and that was further reduced to 3,877,247 Investment Units (ownership ratio: 44.05%) (together with the Investment Units owned by Starwood, 4,401,326 Investment Units (ownership ratio: 50.00%)) on June 1, 2021.

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Although the Tender Offerors have not verified the accuracy and reasonableness of Starwood's analysis, they are aware that a certain percentage of the Unitholders of the Investment Corporation are Index Funds, Etc. that are not expected to tender their Investment Units in the Tender Offer regardless of the terms of the Tender Offer. If the number of Investment Units equivalent to two-thirds of the ownership ratio that can ensure the implementation of the Squeeze-Out Procedures through the exercise of voting rights by only the Tender Offerors is set as the minimum number of Investment Units to be purchased, the Tender Offerors believe it cannot be denied that the Transaction might not be effected, even if more than two-thirds of the Unitholders support the Transaction, since some of the unitholders will not tender their investment units in the Tender Offer for the reasons stated above regardless of whether or not they support the Tender Offer.

At the same time, given that the purpose of the Transaction is to take the Investment Corporation private, the Tender Offerors believe it is important to ensure fairness of the procedures for the Tender Offer, and from that perspective, the Tender Offerors believe the Transaction should be conditioned on tendering at least the number of Investment Units that exceeds the majority of the total Investment Units held by the General Unitholders of the Investment Corporation (a so-called majority of minority condition), so the Tender Offerors believed it would be desirable if the Transaction were conditioned on the tendering of a number of Investment Units that is equal to or greater than 4,713,651 Investment Units, which is the number of Investment Units obtained by adding the number of Investment Units held by IIBL (624,651 units) to 4,089,000 Investment Units, which is the number of Investment Units obtained by adding one Investment Unit to the number of Investment Units obtained by dividing by two the number of Investment Units obtained by deducting the number of Investment Units held by IIBL (624,651 units) from the total number of Investment Units issued by the Investment Corporation (8,802,650 units). Based on such consideration, the Tender Offerors set the minimum number of Investment Units to be purchased in the Tender Offer at 4,761,794 units (shareholding ratio: 54.10%) (excluding the Investment Units owned by IIBL, 4,137,143 Investment Units (ownership ratio: 47.00%)). Even if the Tender Offerors own less than two-thirds of the total voting rights following the successful completion of the Tender Offer, they intend to continue with the privatization of the Investment Units, and the Tender Offerors plan on holding the Extraordinary Unitholders Meeting (as defined in "(4) Plan for Post-Tender Offer Restructuring, Etc. (i.e. Matters Regarding Two-Step Acquisition)") and referring approval for the Squeeze-Out Procedures including the proposal for the consolidation of the Investment Units, and the Tender Offerors also consider acquiring Investment Units by way of on-market transactions and off-market bilateral transactions to the extent and under the method permitted by laws and regulations before the record date of the Extraordinary Unitholders Meeting in light of circumstances such as the holding of Investment Units by the Tender Offerors at that time and the composition of the other unitholders, in order to increase the certainty of the implementation of the Squeeze-Out Procedures. Even if the Squeeze-Out Procedures are not approved at the Extraordinary Unitholders Meeting, the Tender Offerors intend to take measures aimed at the privatization of the Investment Units including the acquisition of Investment Units on the market, with a view to eventually acquiring all Investment Units (excluding the Investment Units owned by the Investment Corporation in treasury), but the details of that have not been determined at this point.

(Note 5): According to the amended tender offer registration statement submitted by Starwood on May 10, 2021, passive index fund means a fund, the aim of which is to guarantee a rate of return on par with the market average, by investing with the objective of linking investment results to an index, such as the share price index, which is the benchmark for the market for the assets that are invested in, such as shares.

The Tender Offerors have not set a maximum number of Investment Units to be purchased as the purpose of the Tender Offer is to acquire all Investment Units (excluding the Investment Units owned by the Investment Corporation in treasury (if any)) and to take the Investment Corporation private. In the event the total number of Tendered Investment Units is equal to or exceeds the minimum number of Investment Units to be purchased (4,761,794 Investment Units; excluding the Investment Units owned by IIBL, 4,137,143 Investment Units), the Tender Offerors will purchase all of the Tendered Investment Units. The Tender Offerors will each purchase Tendered Investment Units, with IRE IOJ purchasing the number equivalent to 50% of the Tendered Investment Units, and MAR IOJ purchasing the number equivalent to 50% of the Tendered Investment Units (however, if there is a fraction resulting in the number of Tendered Investment Units purchased by each Offeror, the number of

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