Aeon Reit Investment Corp.TSE: 3292

Notice of Convocation of the 7th Unitholders Meeting

· Issued by AEON REIT Investment Corp.

[NOTICE: This Notice of Convocation is a translation of the Japanese language original for convenience purposes only, and in the event of any discrepancy, the Japanese language original shall prevail.]

(Date of Dispatch) September 25, 2025 1-14-10, Uchi-Kanda, Chiyoda-ku, Tokyo AEON REIT Investment Corporation Nobuaki Seki, Executive Director

Convocation Notice of the 7th General Unitholders Meeting

We hereby give notice of the 7th General Unitholders Meeting of AEON REIT Investment Corporation (the "Investment Corporation"), which shall be held as set out below.

Please note that if you are unable to attend in person, you may exercise your voting rights in writing. Please review the Reference Materials for the General Unitholders Meeting, indicate your vote in favor or against on the enclosed voting form and return the form to reach us no later than 5:00 P.M. on Wednesday, October 22, 2025.

In accordance with Article 93, Paragraph 1 of the Act on Investment Trust and Investment Corporations (the "Investment Trust Act"), the Investment Corporation has set forth the provisions for "Deemed Affirmative Vote" in Article 14 of its Articles of Incorporation. Therefore, please note that if you are unable to attend the General Unitholders Meeting and do not exercise your voting rights in writing, you will be deemed to have approved each of the proposals discussed at the General Unitholders Meeting, except for the cases set forth in parentheses in Paragraph 1, Paragraph 3, and Paragraph 4 of Article 14 of the Articles of Incorporation.

(Excerpt from the Investment Corporation's current Articles of Incorporation) Article 14 (Deemed Affirmative Vote)

  1. If a unitholder neither attends a general unitholders meeting nor exercises voting rights, such

    unitholder shall be deemed to have voted affirmatively to the proposal submitted to the general unitholders meeting (in the cases where more than one proposal have 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 unitholders in attendance at the general unitholders meeting.

  3. The provisions of the preceding two paragraphs shall not apply to proposals when (i) within two weeks from the date on which the Investment Corporation announces the submission of the proposals regarding the following matters to the general unitholders meeting on its website or the date on which a convenor announces the submission through a method equivalent to such, whichever date is earlier, a unitholder who continues to own 1% or more of the total number of outstanding investment units for a period of six months or longer notifies the Investment Corporation (when the convenor is one other than the executive director or the supervisory director, both the Investment Corporation and the convenor) of his or her opposition to the said proposals, or (ii) concerning the proposals regarding the following matters, the Investment Corporation has stated its opposition to the said proposals in the convocation notice or announced such on its website:

    1. Election or dismissal of executive directors, supervisory directors or accounting auditor;

    2. Execution or cancellation of the asset management agreement with the asset manager;

    3. Dissolution;

    4. Consolidation of investment units; or

    5. Exemption of liability of the executive directors, supervisory directors, or accounting auditor

  4. The provisions of Paragraphs 1 and 2 shall not be applied to proposals of amendment to the Articles of Incorporation which amends this Article.

For the convocation of the General Unitholders Meeting, measures to provide the information contained in the reference materials, etc., in electronic form for the General Unitholders Meeting (the "Matters for Electronic Provision Measures") have been taken, and such information was posted on our website and the website of the Tokyo Stock Exchange (TSE) under the title "Convocation Notice of the 7th General Unitholders Meeting." We request that you access the information by visiting the websites below.

[Our website]

https://www.aeon-jreit.co.jp/en/ir/meeting.html

[TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the information by first visiting the TSE website above, and then entering and searching for our issue name (AEON REIT Investment Corporation) or the securities code (3292). Thereafter, select "Basic information" , "Documents for public inspection/PR information" and "Notice of General Investors Meeting /Informational Materials for a General Investors Meeting."

Please note that the reference materials, for the General Unitholders Meeting are sent in paper form to all unitholders, regardless of whether the unitholders request the delivery of documents in paper form.

  1. Date: October 23, 2025 (Thursday) 10:00 am (time of commencement of reception: 9:30 am) Please note that the start time has changed from the previous general unitholders meeting.
  2. Place: 2-2-1, Kanda Nishiki-cho, Chiyoda-ku, Tokyo KANDA SQUARE 3rd Floor, SQUARE ROOM

    *Please see the site map at the end of this document.

  3. Purpose of the Meeting Matters to be resolved:
Proposal No. 1: Partial Amendments to Articles of Incorporation (Part 1) Proposal No. 2: Partial Amendments to Articles of Incorporation (Part 2) Proposal No. 3: Appointment of One (1) Executive Director Proposal No. 4: Appointment of Two (2) Substitute Executive Directors Proposal No. 5: Appointment of Two (2) Supervisory Directors

End

(Requests)

If you attend the General Unitholders Meeting in person, please submit the enclosed Voting Form at thereception desk of the meeting venue.

If you do not express your approval or disapproval of any proposal on the returned voting form, you shall be deemed to have approved such proposal.

It is possible for another unitholder who holds voting rights to attend the General Unitholders Meeting as a proxy. Please have one (1) unitholder acting as your proxy submit a document evidencing authority of proxy together with the voting form at the reception desk of the meeting venue.

If the need arises to amend the Matters for Electronic Provision Measures, the announcement of amendment, and the relevant matters before and after amendment will be posted on the Investment Corporation's website and TSE website above.

After the General Unitholders Meeting closes, the meeting for reporting the performance will be held by AEON Reit Management Co., Ltd., the Investment Corporation's asset management company, at the same venue. We kindly ask that you also attend the briefing.

No gifts to unitholders will be given at the General Unitholders Meeting or the subsequent meeting for reporting the performance.

Reference Materials for the General Unitholders Meeting

Proposals and Reference Matters

Proposal No. 1 Partial Amendments to Articles of Incorporation (Part 1)
  1. Reasons for the proposal

    1. In addition to the general unitholders meetings held every two years on September 25 and without delay thereafter in accordance with the first sentence of Article 9, Paragraph 2 of the current Articles of Incorporation, this amendment stipulates the record date for unitholders who are entitled to exercise their rights at the general unitholders meeting held within three months from the end of each fiscal period set forth in Article 34 of the current Articles of Incorporation, as the last day of such fiscal period (Article 15, Paragraph 1 of the amended Articles of Incorporation [Amendment]).

    2. In promoting the diversity of borrowing sources of the Investment Corporation, in the event that the Investment Corporation obtains loans from Credit Associations or Shinkin Bank in the future, it is necessary to make contributions in accordance with the "Small and Medium-Sized Enterprise Cooperatives Act" (Act No. 181 of 1949) and the "Shinkin Bank Act" (Act No. 238 of 1951). Therefore, this amendment adds such contributions to the assets in which the Investment Corporation invests and establishes new provisions that enable the Investment Corporation to make such contributions when necessary for borrowing (Article 29, Paragraph 3, Items (10) and (11) of the amended Articles of Incorporation [Newly Added]).

  2. Proposed amendments

The proposed amendments are as follows:

(The underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Article 15 Record Date, Etc.

  1. In a case where the Investment Corporation convenes a general unitholders meeting pursuant to the provisions of the first sentence of Article 9, Paragraph 2, the Investment Corporation shall take the unitholders registered or recorded in the final registry of unitholders on the final day of July 2017 and on the final day of July every other year thereafter to be the unitholders who are entitled to vote at the relevant general unitholders meetings.

    The Investment Corporation may determine unitholders registered or recorded in the final registry of unitholders as of the record date determined by a resolution of the board of directors and announced in advance in a public notice in accordance with laws and regulations as the person who is entitled to vote at the relevant general unitholders meeting, when necessary.

  2. (Omitted)

Article 15 Record Date, Etc.

  1. The Investment Corporation shall take the unitholders registered or recorded in the final registry of unitholders on the Closing Dates as defined in Article 34 to be the unitholders who are entitled to vote at the general unitholders meetings held within three months from the respective Closing Dates.

    The Investment Corporation may determine unitholders registered or recorded in the final registry of unitholders as of the record date determined by a resolution of the board of directors and announced in advance in a public notice in accordance with laws and regulations as the person who is entitled to vote at the relevant general unitholders meeting, when necessary.

  2. (Unchanged)

Current Articles of Incorporation

Proposed Amendments

Article 29 Types, Purpose, and Scope of Assets which are Investment Target

  1. (Omitted)

  2. (Omitted)

  3. In addition to the foregoing, the Investment Corporation may invest in the following rights, etc., the acquisition of which is determined to be necessary or useful in connection with Real Estate-Related Assets, etc. or in light of the investment perspective as defined in Article 28.

    (i)-(ix) (Omitted)

    (Newly established) (Newly established)

    (x)-(xii) (Omitted)

  4. (Omitted)

Article 29 Types, Purpose, and Scope of Assets which are Investment Target

  1. (Unchanged)

  2. (Unchanged)

  3. In addition to the foregoing, the Investment Corporation may invest in the following rights, etc., the acquisition of which is determined to be necessary or useful in connection with Real Estate-Related Assets, etc. or in light of the investment perspective as defined in Article 28, or when borrowing.

    (i)-(ix) (Unchanged)

    1. contributions set forth in the "Small and Medium-Sized Enterprise Cooperatives Act"

    2. contributions set forth in the "Shinkin Bank Act"

      (xii)-(xiv) (Unchanged)

  4. (Unchanged)

Proposal No. 2 Partial Amendments to Articles of Incorporation (Part 2)
  1. Reasons for the proposal

    1. This amendment changes the disposition fee for the asset manager of the Investment Corporation as necessary, to ensure consistency with the acquisition fee, taking into account changes in the real estate market environment and other factors (Article 37, Paragraph 1, Item (3) of the amended Articles of Incorporation [Amendment]).

    2. This amendment establishes a provision whereby, if the Investment Corporation merges with another investment corporation, where the asset manager conducts services in respect of such merger, such as investigating and evaluating the assets held by such other investment corporation and other matters, and thereafter the merger becomes effective, the Investment Corporation shall pay a merger fee calculated based on the appraised value of the real estate-related assets etc., held by such other investment corporation (Article 37, Paragraph 1, Item (4) of the Articles of Incorporation [Newly Added]). Additionally, with regard to the establishment of the merger fee, this amendment clarifies that no acquisition fee arises in cases of acquisition resulting from a merger (Article 37, Paragraph 1, Item (2) of the amended Articles of Incorporation [Amendment]).

    3. The amendment regarding the asset management fees described above shall take effect on February 1, 2026, which is the beginning of the fiscal period of July 2026 for the Investment Corporation. Therefore, this amendment adds the necessary provisions regarding the effective date of the amendment to the Articles of Incorporation, within the supplementary provisions. Furthermore, these provisions of the chapter shall be deleted after the amendment becomes effective(Article 42 of Chapter 9 of the amended Articles of Incorporation [Newly Added]).

  2. Proposed amendments

The proposed amendments are as follows:

(The underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Article 37 Standards for the Payment of Asset Management Fees to Asset Manager

1. The calculation method and payment timing for fees to the asset manager to which the Investment Corporation entrusts the management of its Investment Assets ( "Asset Manager") are as set forth below. The Investment Corporation shall not pay Asset Manager any fees relating to agency services or brokerage under the Building Lots and Buildings Transactions Business Act.

  1. (Omitted)

  2. Acquisition Fee

If a Real Estate-Related Asset (excluding the assets set forth in Article 29, Paragraph 1, (2), (ix); hereinafter the same in this item and the following item) or a Corporation Holding Overseas Real Estate Related Contribution is acquired by the Investment Corporation, it shall pay an acquisition fee in the amount obtained by multiplying the acquisition price (purchase price in a case of purchase, evaluation amount of the relevant Real Estate-Related Asset acquired in a case of exchange, the contribution amount in a case of capital contribution (excluding the amount of the Corporation Holding Overseas Real Estate Related

Contributions), or the Corporation Holding

Article 37 Standards for the Payment of Asset Management Fees to Asset Manager

1. The calculation method and payment timing for fees to the asset manager to which the Investment Corporation entrusts the management of its Investment Assets ( "Asset Manager") are as set forth below. The Investment Corporation shall not pay Asset Manager any fees relating to agency services or brokerage under the Building Lots and Buildings Transactions Business Act.

  1. (Unchanged)

  2. Acquisition Fee

If a Real Estate-Related Asset (excluding the assets set forth in Article 29, Paragraph 1, (2), (ix); hereinafter the same in this item and the following item) or a Corporation Holding Overseas Real Estate Related Contribution is acquired (excluding acquisitions resulting from mergers) by the Investment Corporation, it shall pay an acquisition fee in the amount obtained by multiplying the acquisition price (purchase price in a case of purchase, evaluation amount of the relevant Real Estate-Related Asset acquired in a case of exchange, the contribution amount in a case of capital contribution (excluding the amount of the

Corporation Holding Overseas Real Estate Related