(Securities Code: 8963) (Date of Distribution)
December 3, 2025 (Date of Commencement of Electronic Delivery Measures)
November 27, 2025
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 23rd General Unitholders MeetingInvincible Investment Corporation ("Investment Corporation") hereby notifies you of the 23rd general unitholders meeting for the Investment Corporation to be held as set out below.
You can 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 23rd 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 18, 2025 (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 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 18, 2025 (Thursday)), except as provided in Paragraph 2 of the same Article of the Articles of Incorporation, 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 Articles of Incorporation of the Investment Corporation)
Article 25 Deemed Affirmative Vote
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).
Notwithstanding the provisions of the preceding paragraph, the provisions concerning deemed affirmative vote in the preceding paragraph shall not be applicable to the resolutions of the proposals concerning any of the following items:
Dismissal of executive director or supervisory director
Consent to the termination of the asset management agreement by the Asset Manager
Termination of the asset management agreement by the Investment Corporation
Amendment to the Articles of Incorporation (which shall be limited to the addition, amendment or abolition of the provisions related to deemed affirmative vote); and
Dissolution of the Investment Corporation
The number of voting rights held by unitholders that are deemed to have voted affirmatively to the proposal pursuant to Paragraph 1 shall be included in the number of voting rights held by the unitholders in attendance at the general unitholders meeting.
In convening the general unitholders meeting, we take electronic delivery measures to provide the information contained in the reference documents, etc. for the general unitholders meeting (the matters subject to electronic delivery measures). The matters subject to electronic delivery measures are posted as "Convocation Notice for the 23rd General Unitholders Meeting" on our website. Please access our website given below to review such information. Please note that hard copies of reference
documents, etc. for the general unitholders meeting are sent to all unitholders, regardless of whether or not they have requested the delivery of hard copies.
The Investment Corporation's website
https://www.invincible-inv.co.jp/ir/meeting.html
In addition to the website given above, the matters subject to electronic delivery measures are also posted on the Tokyo Stock Exchange (TSE) website. You can access the information via the TSE website by visiting the website given below (Listed Company Search), entering issuer name (Invincible Investment Corporation) or securities code (8963) to run a search, and then choosing "Basic Information," "Documents for Public Inspection/PR Information" and "Notice of General Unitholders Meeting/Informational Materials for a General Unitholders Meeting."
TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Details
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Date and Time: December 19, 2025 (Friday) 10:00 a.m.
(reception will open at 9:30 a.m.)
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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.
- Meeting Agenda:
-End-
(Requests / Information)
◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at the venue.
◎If you return the voting form to us instead of attending the meeting and do not indicate your approval or disapproval of each proposal on the returned voting form, we will treat it as an indication of your approval.
◎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 subject to electronic delivery measures for the general unitholders meeting, such amendment will be posted on the Investment Corporation's website (https://www.invincible-inv.co.jp/) and TSE website.
◎Following the general unitholders meeting, Consonant Investment Management Co., Ltd., the Investment 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 the briefing.
◎We will not provide any gifts for unitholders who attend the general unitholders meeting. We would appreciate your understanding.
Reference Documents for the General Unitholders Meeting Proposal and Reference Matter Proposal No. 1 Partial Amendment to Articles of IncorporationOutline of Proposal and Reasons for Amendment
With the consent of Consonant Investment Management Co., Ltd, the asset management company (the "Asset Manager"), the management fee for the period from January 2013 to December 2025 have been reduced. The Investment Corporation has further obtained the consent of the Asset Manager to reduce the amount of management fee for the period from January 2026 to December 2026 to an amount which is lower than the amount that would be applicable if such reduction were not made, but higher than the amount that was applied for the period from January 2025 to December 2025 so that the amount of management fee is appropriate considering the expansion of the Investment Corporation's asset size, profit level and other factors resulting from its internal and external growth. Accordingly, the Investment Corporation will amend the standards concerning the amount and payment of the management fee for the period from January 2026 to December 2026. (Matters related to Article 41 and the Supplementary Provision.)
In addition to the above, there will be some formal changes such as corrections of location of references to provisions. (Matters related to Article 11, Paragraph 2)
Content of Amendment
The Investment Corporation will amend part of the existing Articles of Incorporation as follows.
(The amended portions are underlined.)
Existing Articles of Incorporation | Proposed Amendment |
Chapter III Investment Target and Investment Policy | Chapter III Investment Target and Investment Policy |
Article 11 Investment Target (Omitted.) 2. The Investment Corporation may also invest in the Specified Assets listed below for the efficient investment of funds.
3. (Omitted.) 4. The rights to be indicated on securities set forth in Article 2, Paragraph 2 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) shall, when securities indicating these rights have not been issued, be deemed as securities indicating these rights, and Paragraphs 1 through 3 shall apply. | Article 11 Investment Target (No Change.) 2. The Investment Corporation may also invest in the Specified Assets listed below for the efficient investment of funds.
|
Existing Articles of Incorporation | Proposed Amendment |
Chapter VIII Asset Manager, Asset Custodian and Administrative Agent | Chapter VIII Asset Manager, Asset Custodian and Administrative Agent |
Article 41 Standards for Amount and Payment of Asset Management Fees to Asset Manager | Article 41 Standards for Amount and Payment of Asset Management Fees to Asset Manager |
The standards for the amounts of the asset management fees to be paid to the Asset Manager shall consist of a management fee, acquisition fee, disposition fee, and merger fee, and the amounts or calculation methods thereof and time of payment of such fees shall be specifically stated below: Management Fee: The Investment Corporation shall pay the amounts 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 the relevant half accounting periods.
Acquisition Fee: (Omitted.) Disposition Fee: (Omitted.) Merger Fee: (Omitted.) | The standards for the amounts of the asset management fees to be paid to the Asset Manager shall consist of a management fee, acquisition fee, disposition fee, and merger fee, and the amounts or calculation methods thereof and time of payment of such fees shall be specifically stated below: Management Fee: The Investment Corporation shall pay the amounts 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 the relevant half accounting periods.
Acquisition Fee: (No Change.) Disposition Fee: (No Change.) Merger Fee: (No Change.) |
Supplementary Provision | Supplementary Provision |
The amendment concerning the management fee prescribed in Article 41 shall come into effect as of January 1, 2025. | The amendment concerning the management fee prescribed in Article 41 shall come into effect as of January 1, 2026. |
In order to adjust the term of office considering that pursuant to the Articles of Incorporation of the Investment Corporation, the term of office of the executive director shall be not more than two years from their respective election, and therefore if elected at this general unitholders meeting, the term of office of the executive director will be two years commencing on December 19, 2025, Naoki Fukuda, the executive director, represented his intention to temporarily resign from such position as of the closing of this general unitholders meeting and therefore the Investment Corporation will hereby propose the new appointment of one (1) executive director. In this proposal, the term of office of the executive director will be two years commencing December 19, 2025, pursuant to Article 30, Paragraph 1 of the Articles of Incorporation of the Investment Corporation.
This proposal has been submitted according to the unanimous agreement of the supervisory directors at the board of directors meeting held on November 18, 2025.
The executive director candidate is as follows.
Name (Date of Birth) | Career Summary, Status of Significant Concurrent Positions and Position and Responsibility in the Investment Corporation | Number of Investment Corporation Units Held | |
Naoki Fukuda (Born on July 23, 1962) | Apr. 1985 | Joined The Dai-ichi Mutual Life Insurance Company (current name: The Dai-ichi Life Insurance Company, Limited) | 0 |
Apr. 1998 | Seconded to Dai-ichi Life Capital Properties, Inc. as President | ||
Apr. 2000 | Manager, Investment Affiliated Enterprises Department of The Dai-ichi Mutual Life Insurance Company | ||
Apr. 2004 | Deputy General Manager, Real Estate Department, Real Estate Planning Group of the same | ||
Apr. 2006 | Seconded to Dai-ichi Life International (U.S.A.), INC. as President | ||
Apr. 2008 | Seconded to Japan Excellent Asset Management Co., Ltd. as a Director and Manager of the Real Estate Investment Division | ||
Apr. 2011 | Seconded to SOHGO HOUSING CO., Ltd. as an Executive Officer | ||
Apr. 2012 | Joined Prologis, Inc. as a Senior Vice President and Finance Director, Asia | ||
Apr. 2013 | Joined Fortress Real Estate (Asia) GK (current name: Fortress Investment Group (Japan) GK) as a Managing Director | ||
Apr. 2013 | Advisor, Consonant Investment Management Co., Ltd. | ||
May 2013 | Seconded to Calliope Godo Kaisha | ||
May 2013 | Seconded to Consonant Investment Management Co., Ltd. as President and CEO (current position) | ||
Jun. 2013 | Executive Director of Invincible Investment Corporation (current position) | ||
Notes:
Naoki Fukuda, the executive director candidate above, is President and CEO 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.
The executive director candidate above is currently serving as the executive director of the Investment Corporation and managing the whole business of the Investment Corporation.
The Investment Corporation has entered into a director and other officer liability insurance contract with an insurance company as stipulated in Article 116-3, Paragraph 1 of the Act on Investment Trusts and Investment Corporations. The liability insurance contract covers, up to certain coverage, the loss that is the damages and litigation expenses, incurred by the insured party as a consequence of being claimed for payment of the damages due to the actions taken by the insured party in connection with its duties as a director of the Investment Corporation. The above executive director candidate is currently counted as the insured party of the subject liability insurance contract as the existing executive director, and will continue to be counted as the insured party of the relevant liability insurance contract in the event he assumes the office of executive director under this proposal. In addition, when the contract term of the subject insurance contract expires, the Investment Corporation will re-execute a contract having the same terms and conditions as the current contract.
In order to be prepared for the event in which the number of the Investment Corporation's executive directors falls below the number required by laws and regulations, the Investment Corporation will propose the appointment of two (2) substitute executive directors as of December 19, 2025. If this proposal is approved, the order of priority for the appointment of executive director shall be as follows: Naoto Ichiki as the first priority and Christopher Reed as the second priority. In this proposal, the resolution regarding the appointment of two substitute executive directors will be effective until the term of office of the executive director in Proposal No. 2 expires, pursuant to Article 30, Paragraph 2 of the Articles of Incorporation of the Investment Corporation.
Please note that the resolution regarding the appointment of Naoto Ichiki and Christopher Reed as the substitute executive directors made at the general unitholders meeting held on December 19, 2024 will be void on condition that this proposal be duly approved at this meeting. In addition, this proposal has been submitted according to the unanimous agreement of the supervisory directors at the board of directors meeting held on November 18, 2025.
The substitute executive director candidates are as follows.
Candidate Number | Name (Date of Birth) | Career Summary and Status of Significant Concurrent Positions | Number of Investment Corporation Units Held | |
1 | Naoto Ichiki (Born on July 10, 1960) | Apr. 1983 | Joined McKinsey & Company Tokyo Branch | 0 |
Aug. 1990 | Joined Morgan Guaranty Trust, Tokyo Branch | |||
Jun. 1996 | Seconded to Morgan Trust Bank as Head of Real Estate Japan | |||
May.1998 | Seconded to JPMorgan Securities as Head of Real Estate Finance Asia | |||
Aug. 2006 | Joined Babcock & Brown Co., Ltd. (Current: Tokyo Gas Real Estate Investment Advisors Co., Ltd.) as Representative Director & Chief Operating Officer | |||
Feb. 2012 | Joined Simplex Investment Advisors Inc. (Current: Mizuho Realty One Co., Ltd.) as Representative Director, Chairman & CEO | |||
Mar. 2012 | Representative Director, Chairman & CEO of Simplex Real Estate Management Inc. (Current: Mizuho Real Estate Management Co., Ltd.) | |||
May 2012 | Director of Simplex REIT Partners Inc. (Current: Mizuho REIT Management Co., Ltd.) | |||
Mar. 2016 | Joined KK PICONT as Chief Financial Officer | |||
Nov. 2018 | Joined Fortress Investment Group Japan GK as a Managing Director (current position) | |||
Dec. 2018 | Seconded and appointed as Chairman of Consonant Investment Management Co., Ltd. | |||
Apr. 2024 | Chairman and Director and Head of the New REIT Preparation Office of Consonant Investment Management Co., Ltd (current position) | |||
Candidate Number | Name (Date of Birth) | Career Summary and Status of Significant Concurrent Positions | Number of Investment Corporation Units Held | |
2 | Christopher Reed (Born on August 2, 1970) | Jan. 2001 | Joined Prospect Asset Management, Inc. | 0 |
Mar. 2001 | Seconded to PROSPECT Corporation Ltd. as a Director | |||
Apr. 2006 | Joined the same as a Director | |||
Sep. 2012 | Joined Fortress Real Estate (Asia) GK (currently Fortress Investment Group (Japan) GK) as a Director (current position) | |||
Oct. 2012 | Advisor, Consonant Investment Management Co., Ltd. | |||
May 2013 | Director (part-time), Consonant Investment Management Co., Ltd. (current position) | |||
Notes:
Naoto Ichiki, the substitute executive director candidate above, is the Chairman and Director and Head of the New REIT Preparation Office 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.
Christopher Reed, the substitute executive director candidate above, is the 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.
The appointment of the candidates as the substitute executive director may be cancelled by a resolution of the board of directors of the Investment Corporation prior to the candidate's assumption of office as the executive director.
The Investment Corporation has entered into a director and other officer liability insurance contract with an insurance company as stipulated in Article 116-3, Paragraph 1 of the Act on Investment Trusts and Investment Corporations. The liability insurance contract covers, up to certain coverage, the loss that is the damages and litigation expenses, etc. incurred by the insured party as a consequence of being claimed for payment of the damages due to the actions taken by the insured party in connection with its duties as a director of the Investment Corporation. The above substitute executive director candidates will be counted as the insured parties of the subject liability insurance contract in the event they assume the office of executive director. In addition, when the term of the insurance contract expires, the Investment Corporation will re-execute a contract having the same terms and conditions as the current contract.
In order to adjust the term of office considering that pursuant to the Articles of Incorporation of the Investment Corporation, the term of office of the supervisory directors shall not be more than two years from their respective election, and therefore if elected at this general unitholders meeting, the term of office of the supervisory director will be two years commencing on December 19, 2025, Yoshihiro Tamura and Marika Nagasawa, the supervisory directors, represented their intention to temporarily resign from such positions as of the closing of this general unitholders meeting and therefore the Investment Corporation will hereby propose the new appointment of two (2) supervisory directors. In this proposal, the terms of office of the supervisory directors will be two years commencing December 19, 2025, pursuant to Article 30, Paragraph 1 of the Articles of Incorporation of the Investment Corporation.
The supervisory director candidates are as follows.
Candidate Number | Name (Date of Birth) | Career Summary, Status of Significant Concurrent Positions and Position and Responsibility in the Investment Corporation | Number of Investment Corporation Units Held | |
1 | Yoshihiro Tamura (Born on August 20, 1965) | Apr. 1996 | Registered as lawyer (Tokyo Bar Association) Joined Shiba-Daimon Law Office (current position) | 0 |
Oct. 2011 | Statutory Auditor of BEQONE PARTNERS.Inc. (current position) | |||
Sep. 2013 | Special Committee Member of Dispute Reconciliation Committee for Nuclear Damage Compensation, Ministry of Education, Culture, Sports, Science and Technology | |||
Aug. 2017 | Outside Member of Compliance Committee, Mi-Casa Asset Management Inc. (currently Daiwa Real Estate Asset Management Co. Ltd) | |||
Dec. 2018 | Supervisory Director of Invincible Investment Corporation (current position) | |||
Apr. 2025 | Temporary Commissioner of Kanto Shinetsu Local Pension Record Correction Council (current position) | |||
2 | Marika Nagasawa (Born on July 12, 1985) | Feb. 2011 | Joined KPMG AZSA LLC | 0 |
Dec. 2019 | Registered as Certified Public Accountant | |||
Feb. 2021 | Joined Avantia GP (part-time since January 2025) (current position) | |||
Nov. 2021 | Established Marika Nagasawa Accounting Firm (current position) | |||
Dec. 2023 | Supervisory Director of Invincible Investment Corporation (current position) | |||
Notes:
There is no special interest between the supervisory director candidates above and the Investment Corporation.
The supervisory director candidates above are currently serving as the supervisory director of the Investment Corporation and supervising the whole performance of duties by the Investment Corporation's Executive Director.
The Investment Corporation has entered into a director and other officer liability insurance contract with an insurance company as stipulated in Article 116-3, Paragraph 1 of the Act on Investment Trusts and Investment Corporations. The liability insurance contract covers, up to certain coverage, the loss that is the damages and litigation expenses, incurred by the insured party as a consequence of being claimed for payment of the damages due to the actions
taken by the insured party in connection with its duties as a director of the Investment Corporation. The above supervisory director candidates are currently counted as the insured party of the relevant liability insurance contract as the existing supervisory director, and will continue to be counted as the insured party of the subject liability insurance contract in the event he assumes the office of supervisory director under this proposal. Moreover, when the contract term of the insurance contract expires, the Investment Corporation will re-execute a contract having the same terms and conditions as the current contract.
Reference MatterIf 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 of such conflicting proposals. In addition, pursuant to the provisions of Paragraph 2 of the same Article, the "Deemed Affirmative Vote" provision stipulated in Paragraph 1 of the same Article shall not apply to the proposals stipulated in each item of Paragraph 2 of the same Article.
Please note that none of the proposals from Proposal 1 to Proposal 4 above constitutes a conflicting proposal.
End of document
Memo
Access Map to the Venue of the General Unitholders MeetingVenue | Bellesalle Roppongi Grand Conference Center, Room A + B |
Address & Phone | Sumitomo Fudosan Roppongi Grand Tower 9F 3-2-1, Roppongi, Minato-ku, Tokyo, Japan TEL: 03-5545-1722 |
The Nearest Stations | Roppongi-itchome Station on Tokyo Metro Namboku Line (Directly connected to the West Gate) *Most recommended station to access Roppongi Station on Toei Ooedo Line (7-minute walk from the No. 5 exit) Roppongi Station on Tokyo Metro Hibiya Line (8-minute walk from the No. 3 exit) |
Access from Roppongi Sta.
➊Go out of Roppongi Station on Tokyo Metro Hibiya Line at exit No. 3, turn right and go along Roppongi Street.
➋Go out of Roppongi Station on Toei Ooedo Line at exit No. 5 and go along Roppongi Street.
➌Go past the Convenience store (Seven Eleven) and cross the road at the first traffic light. Ride down the front escalator, turn right and go straight. Then you will arrive at the entrance to the building of the venue.
Directly connected to the building that the venue locates from the West Gate of Roppongi-itchome Station
Access from Roppongi-Itchome Sta.
*There is no parking lot available at the venue. Please refrain from coming by car.
*The venue of the General Unitholders Meeting may change due to sudden restrictions on the use of the venue or otherwise, so please visit the Investment Corporation's website (https://www.invincible-inv.co.jp/) prior to coming to the venue.
We will not provide any gifts for unitholders who attend the meeting.
We would appreciate your understanding.
