Financial Results (kiyaku 20241219 ENG)

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Articles of Incorporation of Investment Corporation

Invincible Investment Corporation

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Invincible Investment Corporation Articles of Incorporation

The trade name of the Investment Corporation is "Invincible Toushi Houjin" ("the Investment Corporation"), and the English name is Invincible Investment Corporation.

The purpose of the Investment Corporation is to invest its assets mainly into Specified Assets (hereinafter, as defined in Article 2, Paragraph 1 of the Act on Investment Trust and Investment Corporations (Act No. 198 of 1951, as amended (the "Investment Trust Act")).

The head office of the Investment Corporation shall be in Minato-ku, Tokyo.

The Investment Corporation shall make public notice by publication in the Nihon Keizai Shimbun.

The Investment Corporation shall not redeem investment units upon the request of unitholders.

1. The total number of investment units of the Investment Corporation authorized to be issued is 20 million units.
2. The issue price of investment units offered in Japan must account for more than 50% of the aggregate issue price of the investment units of the Investment Corporation.
3. The executive directors of the Investment Corporation may, upon obtaining the approval of the board of directors, offer investment units to be issued by the Investment Corporation for subscription to the extent the number of the offered units is within the limits prescribed in Paragraph 1. The issue price per unit for the Investment Units for Subscription (meaning the investment units allotted to persons who, in response to such offer, applied for subscription to such investment units) shall be determined on an equal basis by every issue date and shall be the price determined by the executive directors and approved by the board of directors as a fair price in light of the assets held by the Investment Corporation ("Investment Assets").

Article 6-2 Acquisition of Own Investment Units

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The Investment Corporation may, to the extent permitted by the laws and regulations, by the resolution of its board of directors, acquire its own investment units for value upon agreements with unitholders, through market transactions or through other methods set forth in the laws and regulations.

Other than as prescribed by laws and regulations or these Articles of Incorporation, the procedures for handling of investment units, including registration or recording in the registry of unitholders of the Investment Corporation and the associated fees, shall be in accordance with the investment units handling rules prescribed by the board of directors.

The minimum amount of net assets of the Investment Corporation is 50 million yen.

With the aim of achieving steady growth of the investment assets and stable income from the medium- and long-term view, the Investment Corporation shall manage its assets for the purpose of investing the assets primarily in the Real Estate and Other Assets (meaning the Real Estate and Other Assets set forth in the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations (hereinafter referred to as the "Investment Trust Act Enforcement Ordinance")).

Article 10 Investment Perspective

1. As its investment policy, the Investment Corporation shall invest in the assets in the proportion in accordance with the following policy. The Investment Corporation shall ensure that the total amount of Specified Real Estate (this means the Specified Assets acquired by the Investment Corporation that are real estate, real estate leasehold rights or surface rights, or the beneficiary interest of a trust having as trust assets real estate ownership, land leasehold rights or surface rights; the same shall apply to Paragraph 2) accounts for at least 75% of the total amount of Specified Assets held by the Investment Corporation.
2. For the investment of the Specified Assets, a comprehensive judgment shall be made based on the investment environment, after conducting detailed research regarding the relevant assets, including the investment yield anticipated from acquisition price and income projection, future prospects and stability of the site area and the periphery, and the expected sale price and the expected time to be required for possible sale in the future.
3. In the case set forth in the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (hereinafter referred to as the "Investment Trust Act Enforcement Order"), the Investment Corporation may acquire the outstanding shares or equity interests in the corporations defined in Article 221-2, Paragraph 1 of the Investment Trust Act Enforcement Ordinance (hereinafter referred to as the "Corporations Holding Overseas Real Estate") beyond the number or the amount obtained by multiplying (a) the total number or the total amount of the outstanding shares or equity interests in such Corporations Holding Overseas Real Estate (excluding the treasury shares or equity interests held by such Corporations Holding Overseas Real Estate) by (b) the rate set forth in Article 221 of the Investment Trust Act Enforcement Ordinance.
4. The Real Estate, etc. (meaning the Specified Assets listed in Article 11, Paragraph 1, Items

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1 through 8; hereinafter the same) and the Real Estate-Backed Securities (meaning the Specified Assets listed in Article 11, Paragraph 1, Items 9 through 13; hereinafter the same) to be invested shall be the Real Estate, etc. and the Real Estate-Backed Securities that are expected to generate rent income. However, if the investment in the Real Estate, etc. and the Real Estate-Backed Securities is judged to be beneficial for the asset management of the Investment Corporation in the light of the conditions of the asset management of the Investment Corporation, even if the Real Estate, etc. and the Real Estate-Backed Securities are not expected to generate rent income at the time of their acquisition or from immediately after their acquisition, such Real Estate, etc. and Real Estate-Backed Securities shall be included in the assets to be invested.

1. The Investment Corporation may invest in securities other than the Real Estate-Backed Securities, as well as in monetary claims and other assets, to ensure stable and efficient management of the assets in preparation for the payment of distributions or maintenance costs of the real estate, or for the management of temporal fund waiting for the acquisition of real estate. In such cases, the Investment Corporation shall make an investment taking security and liquidity into account, if the investment is judged to be beneficial considering the period and purposes of the investment in light of the conditions of the asset management of the Investment Corporation.
2. The Investment Corporation may reinvest the sales price of the investment assets, and the redemption amount, interest, trust profits, distributions and other income from the securities.
3. The Investment Corporation may conduct transactions other than those listed in Paragraph 2 through the immediately preceding paragraph when the Investment Corporation judges that it is feasible for those transactions to be conducted in light of the laws, ordinances, the rules of the Investment Trusts Association, Japan, these Articles of Incorporation and generally accepted fair practices, and that the transactions will be beneficial for the asset management of the Investment Corporation.
4. Notwithstanding the provisions from Paragraph 2 through the immediately preceding paragraph, if any unexpected event such as a sudden change of market condition trends, general economic conditions or real estate market trend occurs and the interests of unitholders are likely to be damaged, the Investment Corporation may take measures necessary to protect the interests of unitholders.

1. In accordance with the basic policy prescribed in Paragraph 9 above, the Investment Corporation shall make investments primarily in the Specified Assets listed below:

1. Real estate, real estate leasehold rights or surface rights
2. Assets listed in the immediately preceding item (1) governed by foreign laws and regulations
3. Trust beneficiary rights in real estate, real estate leasehold rights, surface rights or the assets listed in the immediately preceding item (2) (including blanket trusts in which funds incidental to the real estate are also entrusted)
4. Trust beneficiary rights in cash which aim to manage the trust assets by investing primarily in real estate, real estate leasehold rights, surface rights or the assets listed in Item (2)
5. Equity interests in contracts whereby one party makes investment in the asset management by the counterparty of assets of the kind listed in Items (1) through (4) and the counterparty manages the contribution by the first party by primarily investing it in the cited assets and distributes the profits derived from those investments (hereinafter referred to as "Equity Interests in Real Estate Anonymous Associations")

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1. 1. Trust beneficiary rights in cash which aim to manage the trust assets by investing primarily in Equity Interests in Real Estate Anonymous Associations
   2. Assets formed under foreign laws and regulations and having the same nature as the assets listed in Items (3) through (6)
   3. Shares or contributions issued by the Corporations Holding Overseas Real Estate whose assets consist entirely of real estate and monetary claims, etc. associated with such real estate (excluding those listed on foreign financial instrument exchanges and those registered, etc. on OTC financial instruments exchanges opened in foreign countries) in the case set forth in Article 194, Paragraph 2 of the Investment Trust Act.
   4. Preferred equity securities of Tokutei Mokuteki Kaisha (limited to those that aim to invest in Real Estate, etc. in .an amount exceeding one-half the value of the backing assets)
   5. Beneficiary certificates of Tokutei Mokuteki Shintaku (limited to those that aim to invest in Real Estate, etc. in an amount exceeding one-half the value of the backing assets, and excluding the assets listed in Items (3), (4), or (6))
   6. Beneficiary certificates on the investment trust (limited to those that aim to invest in Real Estate, etc. in an amount exceeding one-half the value of the backing assets)
   7. Investment securities (limited to those that aim to invest in Real Estate, etc. in an amount exceeding one-half the value of the backing assets)
   8. Assets formed under foreign laws and regulations and having the same nature as the assets listed in Items (9) through (12)
2. The Investment Corporation may also invest in the Specified Assets listed below for the efficient investment of funds.
3. 1. Securities (as defined in Article 2, Paragraph 1 of the Financial Instruments and Exchange Act and the rights deemed to be the securities in the provisions of Paragraph 2 of the same article; hereinafter the same, but excluding the assets listed in this Paragraph, Item (4) and Paragraph 3, Item (9))
   2. Monetary claims (as defined in the "Investment Trust Act Enforcement Order", and including ordinary deposits, large time deposits and negotiable deposits, but excluding the assets listed in this Paragraph, Item (5))
   3. Call loans
   4. Securities or certificates issued by foreign countries or foreign parties and having the nature of the securities or certificates listed in this Paragraph, Item (1)
   5. Monetary claims against the Corporations Holding Overseas Real Estate
   6. Trust beneficiary rights in cash which aim to manage the assets by investing in the assets listed in Items (1) through (5), and trust beneficiary rights in cash which aim to manage the assets by investing in such trust beneficiary rights
   7. Interests in financial futures
   8. Interests in financial derivative transactions
4. In addition to investment in the Specified Assets set forth in Paragraphs 1 and 2, the Investment Corporation may invest in the assets listed in the following items if such investments are necessary for investment in the Real Estate, etc.
5. 1. Trademark rights, and exclusive right to use or non-exclusive rights to use trademarks set forth in the Trademark Act (Act No. 127 of 1959, as amended) (limited to those that are incidental to the investment in the Real Estate, etc.)

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1. Rights to use the source of a hot spring as prescribed by the Hot Springs Act (Act No. 125 of 1948, as amended) and facilities related to such hot spring (limited to those that are incidental to the investment in the Real Estate, etc.)
2. Carbon dioxide equivalent quotas or other similar assets or emission rights (including emission rights for greenhouse gases) based on the Act on Promotion of Global Warming Countermeasures (Act No. 117 of 1998, as amended)
3. Copyrights as defined in the Copyright Act (Act No. 48 of 1970, as amended)
4. Investment interests in partnerships (limited to those established by contributing real estate, lease of real estate, surface right or easement and aiming to lease, operate or manage these assets) as defined in Article 667 of the Civil Code (the "Civil Code") (Act No. 89 of 1896, as amended)
5. Movables (as defined in the Civil Code)
6. Easement
7. Specified equity as defined in Article 2, Paragraph 6 of the Act Concerning the Securitization of Assets (Act No. 105 of 1998, as amended)
8. Shares (including other equity interests but excluding those falling under any of the foregoing items) issued by domestic or foreign corporations which are formed solely to operate asset management of assets in foreign countries
9. In addition to Items (1) through (9) above, other rights the acquisition of which are necessary or useful, in connection with investments in the Real Estate, etc. or the Real Estate-Backed Securities
10. Trust beneficiary rights in cash which aim to manage the trust assets by investing in those listed in Items (1) through (10) of this paragraph
11. Title as a member of limited liability company set forth in the Companies Act (Act No. 86 of 2005)
12. Title of fund contributor set forth in the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 of 2006) (including claims for return of the funds)
13. Equity as stipulated in the Shinkin Bank Act (Act No. 238 of 1951, as amended)

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 12 Restrictions on Investment

1. The Investment Corporation shall not actively invest in securities or monetary claims prescribed in Paragraph 2, Items (1) and (2) of the immediately preceding article, and shall make investment taking security and liquidity of investment or relevancy with the Specified Assets listed in Paragraph 1 of the immediately preceding article into consideration.
2. The Investment Corporation may acquire interests in financial futures set forth in Paragraph 2, Item (7) of the immediately preceding article and interests in financial derivative transactions set forth in Paragraph 2, Item (8) of the immediately preceding article only for the purpose of hedging against interest rate risk and other risks arising from the liabilities of the Investment Corporation.

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1. With regard to real estate owned by the Investment Corporation, for the purpose of gaining return, the Investment Corporation may enter into lease agreements with third parties and lease the real estate, or enter into management agreements with third parties and entrust the management of the real estate. With regard to the real estate related to trust beneficiary interests that are backed by real estate and owned by the Investment Corporation, the Investment Corporation may cause the trustee of the trust to enter into lease agreements with third parties and lease the real estate, or, after borrowing such real estate from the trustee, enter into management agreements with third parties and entrust the management of the real estate.
2. When leasing real estate prescribed in the immediately preceding paragraph, the Investment Corporation may receive or deliver security deposits, guaranty deposits and other similar monies (the "Security Deposits"); the Investment Corporation may invest such received Security Deposits in accordance with the provisions of the investment policy of the Investment Corporation.
3. The Investment Corporation may loan or lease the Specified Assets owned by the Investment Corporation (except those listed in Paragraph 1) for the purpose of promoting the management of the assets if the market for such transactions is generally recognized to widely exist. In such case, the transactions shall be made by sufficiently taking into account the risks associated with the relevant transactions.

Article 14 Borrowing and Issues of Investment Corporation Bonds

1. For the purpose of contributing to the efficient asset management and stability of asset management, the Investment Corporation may borrow funds or issue investment corporation bonds (including short-term investment corporation bonds, the same applying hereinafter) to be used for the acquisition of assets, repairs, the payment of distributions, funds necessary for management of the Investment Corporation or the repayment of debts.
2. The maximum amount of borrowing and of issuance of investment corporation bonds shall be five hundred billion yen as the upper limit respectively and the total of the two may not exceed five hundred billion yen.
3. Borrowing can only be made only from qualified institutional investors as prescribed by the Financial Instruments and Exchange Act (limited to institutional investors as prescribed by Article 67-15 of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended)).
4. In the event prescribed in Item 1, the Investment Corporation may provide investment assets as collateral.

1. The methods of evaluating the assets of the Investment Corporation shall be provided as follows according to the classification of the investment assets.

1. Real estate, real estate leasehold rights or surface rights

An evaluation shall be made for the value obtained by deducting the accumulated depreciation amount from the acquisition price.

Depreciation shall be calculated on a straight-line basis for the building and the facilities; provided, however, that if the straight-line method becomes inappropriate due to any justifiable reason, the Investment Corporation may change the method to a different method for the calculation of the depreciation of the facilities, as long as it can reasonably be determined that no problems will arise from the perspective of the protection of the unitholders.

1. Trust beneficiary interests in real estate, real estate leasehold rights or surface rights
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The value shall be calculated by evaluating the value of the portion of the trust beneficiary interest based on the value obtained by subtracting the total amount of trust liabilities from the total amount of trust assets after, in the case where the trust assets are the assets listed in the immediately preceding item, evaluating the trust assets by the method stated in the immediately preceding item, and, in the case where the trust assets are financial assets, evaluating the trust assets in accordance with generally accepted corporate accounting practices.

1. Trust beneficiary interests in cash which aim to manage the trust assets by investing primarily in real estate, real estate leasehold rights or surface rights

The value shall be calculated by evaluating the value of the portion of the trust beneficiary interest based on the value obtained by subtracting the total amount of trust liabilities from the total amount of trust assets after, in the case where the trust assets are composed of the assets listed in Item (1), evaluating the trust assets by the method stated in Item (1) above, and, in the case where the trust assets are composed of financial assets, evaluating the trust assets in accordance with generally accepted corporate accounting practices.

(4) Equity Interests in Real Estate Anonymous Associations

An evaluation shall be made by evaluating the value of the portion of the equity interests in the anonymous associations based on the value obtained by subtracting the total amount of anonymous association liabilities from the total amount of anonymous association assets after, in the case where the assets of the anonymous associations are composed of the assets listed in Items (1) through (3) above, evaluating the assets of the anonymous associations respectively as stated in Items(1) through (3) above, and, in the case where the assets of the anonymous associations are composed of financial assets, evaluating the assets of the anonymous associations in accordance with generally accepted corporate accounting practices.

1. Trust beneficiary interests in cash which aim to manage the assets by investing in Equity Interests in Real Estate Anonymous Associations

The value shall be obtained by subtracting the total amount of trust liabilities from the total amount of trust assets after evaluating the value of the equity interests in anonymous associations which are trust assets by the method stated in the immediately preceding item, and multiplied by the proportion of interests in such trust assets.

(6) Securities

If securities are classified as held-to-maturity debt securities (manki-hoyu-mokuteki- no-saiken), the evaluation shall be made at the acquisition costs. However, if such debt securities are acquired at prices lower or higher than their face values (saiken- kingaku) and the nature of the difference between the acquisition cost and the face value is deemed to be an interest rate adjustment, the value shall be calculated based on the amortized cost method. If securities are classified as the shares in subsidiaries or affiliated companies, the evaluation shall be made at the acquisition costs. If securities are classified as the other securities, the evaluation shall be made at the market values. However, in case of shares, or financial instruments without market prices, the evaluation shall be made at the acquisition costs.

(7) Trust beneficiary interests in cash

An evaluation shall be made by evaluating the total amount of trust assets after evaluating the trust assets components in accordance with the above.

(8) Monetary claims

The value shall be calculated by deducting any allowance for bad debt from the

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acquisition price; provided, however, that if the monetary claims were acquired at a price lower or higher than their face value and the difference between the acquisition price and their face value can be considered to be an interest adjustment, the value shall be calculated by deducting the allowance for bad debt from the value calculated by the amortized cost method.

1. Interests in financial futures and interests in financial derivative transactions
2. 1. Claims and obligations from financial futures and financial derivative transactions shall be evaluated at the market values.
   2. Notwithstanding the above, hedge accounting may be applicable to those transactions that are deemed as hedge transactions under generally accepted corporate accounting practices. However, for those transactions that satisfy the criteria for special treatment for interest rate swaps set forth in the Financial Instruments Accounting Standards, such special treatment for interest rate swaps may be applied.
3. Others
4. 1. If not provided for in the above, evaluations shall be made for the value calculated pursuant to the evaluation rules of the Investment Trusts Association, Japan, or the value calculated under generally accepted corporate accounting practices.
   2. If asset evaluation methods are to be used in order to disclose values in asset management reports, evaluation shall be made in the following manner:
   3. 1. Real estate, real estate leasehold rights and surface rights
         In principle, for the value based on the appraisal by a real estate appraiser or inspection value.
      2. Trust beneficiary rights in real estate, surface rights or land leasehold rights and Equity Interests in Real Estate Anonymous Associations
         In the case where the trust assets or the assets of anonymous associations are composed of assets listed in (a) above, evaluations shall be made by the method described in (a) above and in the case where the trust assets or the assets of anonymous associations are composed of financial assets, evaluations shall be made by calculating the amount equivalent to the Equity Interests in Real Estate Anonymous Associations or the amount equivalent to the equity interests in trust beneficiary rights obtained by subtracting the total amount of liabilities from the total amount of assets after evaluating the assets in accordance with generally accepted corporate accounting practices.
5. The reference dates for asset evaluations shall, in principle, be the end of each fiscal period stipulated in Article 16.

The fiscal period of the Investment Corporation shall be the six-month periods from January 1 to the last day of June and from July 1 to the last day of December of each year (the last day of each fiscal period shall be hereinafter referred to as the "Closing Date").

Article 17 Policy on the Distribution of Funds

The Investment Corporation shall make distributions of funds to unitholders or to recorded pledgees of investment units registered or recorded in the last registry of unitholders on each Closing Date in accordance with the policy set forth below:

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1. The distributable amount generated by the operation of the assets by the Investment Corporation (hereinafter referred to as the "Distributable Amount") shall be the amount of profits (as stipulated in Article 136, Paragraph 1 of the Investment Trust Act) calculated in compliance with the Investment Trust Act or generally accepted accounting practices.
2. The amount of distributions shall, in principle, be an amount determined by the Investment Corporation (but shall not, in any case, be greater than the Distributable Amount), which shall exceed 90% of the distributable profit (hereinafter referred to as the "Distributable Profit") (however, if there is a change in the method of calculation due to amendments to laws and regulations, then the amount as calculated after such change), as defined in Article 67-15, Paragraph 1 of the Special Taxation Measures Act; provided, however, that if any tax losses arise or if no profits have been recorded for tax purposes due to tax losses carried forward, the foregoing shall not apply and the amount of distribution shall be an amount reasonably determined by the Investment Corporation. Furthermore, the Investment Corporation may set aside funds for long-term repair reserves, reserves for payment, reserves for distribution and similar reserves and provisions, which are necessary to maintain or increase the value of its assets.
3. The amount of profit that is not allocated to distributions and retained shall be invested in accordance with the investment target and investment policy of the Investment Corporation.
4. Distributions in excess of the amount of profit
   If the Investment Corporation determines it to be appropriate by taking into account trends in the economic environment, the real estate market, the leasing market, the real estate investment trust market and other markets or the impact that the Investment
   Corporation's asset acquisition and financing activities may have on the amount of distribution per unit or if the Investment Corporation can avoid being imposed of taxation such as corporate tax, etc. thereon, the Investment Corporation may, in compliance with the provisions of the Investment Trust Act, make distributions of funds in excess of the Distributable Amount to unitholders, by adding an amount determined by the Investment Corporation, up to the amount prescribed in the rules of the Investment Trusts Association, Japan, pursuant to the calculation statement concerning the distribution of funds that has been approved under the Investment Trust Act.
5. Method for distribution of funds

Distributions of funds shall be in cash and shall be made to unitholders or to recorded pledgees of investment units registered or recorded in the last registry of unitholders as of the Closing Date in accordance with the number of investment units owned by the unitholder or the number of investment units subject to the recorded investment unit pledge.

1. Period of exclusion of action for distributions
   Once three full years have elapsed from the date of the start of the payment of a distribution to unitholders or recorded pledgees of investment units, the Investment Corporation will no longer be obligated to make the payment of such distribution. No interest shall accrue on unpaid distributions.

1. Except as otherwise prescribed by laws and regulations, general unitholders meetings shall be convened, pursuant to the resolution of the board of directors, by the executive director in the case where there is one executive director, and by one executive director, in accordance with the order prescribed in advance by the board of directors, in the case where there are two or more executive directors.
2. General unitholders meetings of the Investment Corporation shall, in principle, be held no

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