Notice concerning Amendments of Articles of Incorporation and Appointment of Directors（PDF:1MB）

[For Information Purpose Only.

The Japanese language press release should be referred to as the original.]

November 17, 2021

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. [phone])

Notice concerning Amendments of Articles of Incorporation and

Appointment 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 of Incorporation and appointment of directors at the general meeting of unitholders (the "General Meeting of Unitholders") scheduled to be held on December 17, 2021. Details are as follows. The agenda explained below shall take effect with its approval by the General Meeting of Unitholders stated above.

Details

1. Main Contents and Reason for Amendments of Articles of Incorporation

1. Reflecting the amendments made to the methods of evaluating market values of securities and interests in financial derivative transactions pursuant to the publication of the Accounting Standard for Fair Value Measurement (Accounting Standards Board of Japan Statement No. 30) and the Accounting Standard for Financial Instruments (Accounting Standards Board of Japan Statement No.10) (including the accounting standards and guidelines which were newly established or amended in relation thereto) and others, the Investment Corporation will amend the relevant provisions. (Matters related to Article 15, Items 6 and 9.)
2. Aiming to reflect our unitholders' intensions more directly into certain resolution matters of the general unitholders meeting (a) which resolution matters may have significant effect on the management structure of INV and the interests of our unitholders, and (b) the submission of conflicting proposals for which resolution matters will be difficult to be made due to the nature of such resolution matters, INV will add a new provision where the "Deemed Affirmative Vote" stipulated in Article 93, Paragraph 1 of the Act on Investment Trusts and Investment Corporations and in Article 25, Paragraphs 1 and 2

This English language notice is a translation of the Japanese-language notice released on November 17, 2021 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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of the existing Articles of Incorporation will not be applicable to such resolution matters. (Matters related to Article 25.)

1. 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 2021 have been reduced. INV has further obtained the consent of the asset management company to reduce the amount of asset management fees for the period from January 2022 to December 2022 to an amount which is lower than the amount that would be applicable if such reduction were not made, and which is at the same level as the amount applied for the period from January 2021 to December 2021. Accordingly, INV will amend the standards concerning the amount and payment of the asset management fees for the period from January 2022 to December 2022. (Matters related to Article 41 and the Supplementary Provision.)

2. Appointment of directors

The term of office of the executive director Naoki Fukuda and supervisory directors Yoshihiro Tamura and Hiroyuki Fujimoto will expire on December 18, 2021. Therefore, INV will submit agenda for the appointment of one executive director and two supervisory directors to be appointed on December 19, 2021, to the General Unitholders' Meeting.

In addition, with respect to the agenda for the appointment of Naoto Ichiki, a substitute executive director, INV will submit agenda for the appointment of one substitute executive director, in preparation for a situation in which the number of executive directors falls short of legal requirements.

1. Candidate for executive director
   Naoki Fukuda (current position) (Note 1)
2. Candidates for supervisory directors
   Yoshihiro Tamura (current position), Hiroyuki Fujimoto (current 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 management agreement.

(Note 2) The substitute executive director candidate above is the representative director and chairman of Consonant Investment Management Co., Ltd., with whom INV has been entering into the relevant asset management agreement.

3. Schedule of General Unitholders' Meeting

November 17, 2021 Meeting of the board of directors to approve agenda to be submitted at the general unitholders' meeting

December 1, 2021 Convocation Notice for the General Unitholders' Meeting will be sent (planned)

December 17, 2021 General Unitholders' Meeting will be held (planned)

Convocation Notice for the 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 17, 2021 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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(Securities Code: 8963)

December 1, 2021

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 ("Investment Corporation") hereby notifies you of the general unitholders meeting for the Investment Corporation to be held as set out below.

To prevent the spread of novel coronavirus infection, we would like to ask a favor of our unitholders, regardless of your health condition, by choosing to 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, please refer to the reference documents for the general unitholders meeting attached hereto, fill out your vote 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 16, 2021 (Thursday).

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 Affirmative Vote" in Article 25 of the existing Articles of Incorporation set out below. Accordingly, if you are unable to attend 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 16, 2021 (Thursday)), 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 existing 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: December 17, 2021 (Friday) 10:00 a.m. (reception will open at 9:30 a.m.)
2. Venue:Bellesalle Roppongi Grand Conference Center, Room A +B 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 the end of this notice. As part of measures to prevent infection at the venue, we will maintain physical distances between the seats for unitholders. Due to the limited capacity of space at the venue, we may not be able to secure a number of seats sufficient for all the attending unitholders. Please note that we may limit or not permit your admission to the venue if we may not secure your seat(s).

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

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(Requests)

◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at the venue.

◎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 to attend the general unitholders meeting, and that any other persons including a person acting as a proxy 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 general unitholders 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 (https://www.invincible-inv.co.jp/).

◎For preventing the spread of novel coronavirus infection, we will take measures to prevent the infection at the general unitholders meeting. For details, please refer to the "Measures to Prevent Novel Coronavirus Infection" below. In addition, depending on sudden restrictions on the use of the venue or other cause or any other changes in the circumstances in the future, we may announce postponement of this general unitholders meeting or change of the venue or change of the measures 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.

◎"Asset Management Briefing", which is usually held by Consonant Investment Management Co.,

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Ltd., the Investment Corporation's asset management company, following the general unitholders meeting at the same venue, will not be held this time to reduce our unitholders' time spent at the venue. Your understanding would be highly appreciated. Regarding our current status of asset management, please refer to the fiscal period results presentation materials, the recording of the presentation, monthly performance press release, and other information, posted on the Investment Corporation's website (https://www.invincible-inv.co.jp/).

◎We will not provide any gifts for unitholders who attend the general unitholders meeting. We would appreciate your understanding.

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