Securities code: 4310
June 5, 2023
(Start date of electronic provisioning measures: May 26, 2023)

Notice of Convocation of the 23rd Annual General Meeting of Shareholders
Dear Shareholders:

We would hereby like to inform you that the 23rd Annual General Meeting of Shareholders will be held
as follows.
The Notice of the General Meeting of Shareholders is provided electronically, and matters concerning
the electronic provision are posted on the following website.
The Company’s web site
https://www.dreamincubator.co.jp/ir/shareholder_meeting/
The Tokyo Stock Exchange, Inc. web site
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
To view information regarding the convocation of the General Meeting of Shareholders, please visit thewebsite above, enter/search the name of the Company or its securities code, and choose “Basic information,”“Documents for public inspection / PR information.”

If you are unable to attend, you may exercise your voting rights in writing or via the Internet. Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by 6:00 p.m. on Monday, June 19, 2023.

Yours faithfully

Tetsuro Harada
Representative Director and CEO
Dream Incubator Inc.
3-2-6 Kasumigaseki, Chiyoda-ku, Tokyo, Japan

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1

Date and Time

Tuesday, June 20, 2023, at 2:00 p.m.
31Builedge Kasumigaseki Plaza Hall

2

Venue

Kasumigaseki Building, First Floor
3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo, Japan
Items to be reported
1. Business Report, Consolidated Financial Statements for the 23rd Fiscal Year (from April 1,
2022 to March 31, 2023), as well as Auditing Reports on Consolidated Financial Statements
by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 23rd Fiscal Year (from April 1, 2022 to March

3

Agenda31, 2023)

Items to be resolved
Proposal 1

Election of Four Directors Who Are Not Audit and Supervisory Committee
Members

Proposal 2

Election of One Director Who Is an Audit and Supervisory Committee Member

Proposal 3

Payment of Directors’ Bonuses▍ If there is no indication of your vote for or against the proposal in the Voting Rights Exercise Form, your vote shall be treated as approvalof the proposal.
▍ If you have exercised your voting rights multiple times on the Internet, the final vote will be taken as valid.
▍ If you have exercised your voting rights both in writing and via the Internet, those exercised via the Internet will be taken as valid.
▍ If you plan to attend the meeting in person, please submit the Voting Rights Exercise Form to the receptionist at the meeting.
▍ If there are any amendments to the matters concerning the electronic provision, we will post the corrections on each website.
▍ Out of the matters subject to measures for electronic convocation, systems to ensure adequacy of business and overview of theiroperational status in the business report, consolidated and non-consolidated statements of changes in net assets, and notes to theconsolidated and non-consolidated financial statements are listed on the Company’s internet website in accordance with law and with
Article 15 of the Articles of Incorporation. The notes can be viewed online and, therefore, are not included in this notice. Accordingly , thereference materials for electronic convocation are a portion of the business report, consolidated and non-consolidated financial statements
audited by the Audit and Supervisory Board Members in the formulation of the Audit Report.

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Election of Four Directors Who Are Not
Audit and Supervisory Committee Members

Proposal 1

The term of office of all (four) of the Company’s directors (excluding directors who are Audit and Supervisory Committee
members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this general meeting. Accordingly, werequest the election of four directors. With regard to this proposal, the Audit and Supervisory Committee has expressed its opinion
that all of the director candidates are qualified and capable of fulfilling the roles expected of directors.
Director candidates are as follows.

No.

Name

Age

Current Position,
Responsibility

Attendance at Boardof Directors
Meetings

1

Takayuki
Miyake53

Representative
Director,
President& COO

100%(12/12)

Reelection

Executive
officer—2

Kyohei
Hosono50

Director, Vice
President& COO

100%(12/12)

Reelection

Executive
officer—3

TetsuroHarada57

Representative
Director & CEO,
Chairman of theBoard of Directors

100%(12/12)

Reelection

Executive
officer—

4

Tsutomu
Fujita63

Director

100%(12/12)

Reelection

Outsidedirector

Independent
director-3-

Attributes of Director Candidates

1

Takayuki Miyake (Born April 24, 1970; age 53)

Reelection

Number of Company shares held: 87,600 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1995 Joined the Ministry of International Trade and Industry(now the Ministry of Economy, Trade and Industry)
Jul. 2001 Joined A.T. Kearney
Jun. 2004 Joined Dream Incubator
Nov. 2004 Manager
Oct. 2009 Executive Officer (current position)
Jun. 2019 Director
Jun. 2020 Representative Director & COO, Business Production Department
Jun. 2021 Representative Director, President & COO (current position)

Reasons for Selection as a Candidate for Director
Mr. Takayuki Miyake assumed the position of Executive Officer of the Company in 2009. As officer in charge of the Business
Production Department, he has contributed to the establishment and development of our unique consulting services, producing new
businesses and industries. He assumed the position of Representative Director and President in 2021, and has promoted efforts tostrengthen the Company’s earnings base, with a focus on producing businesses. We have determined that his extensive work
experience and high level of management insight are necessary to continuously enhance the Group’s corporate value going forward,
and we request his continued election as a Director.

2

Kyohei Hosono(Born April 28, 1973; age 50)

Reelection

Number of Company shares held: 38,300 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1996 Joined the Overseas Economic Cooperation Fund(now the Japan Bank for International Cooperation)
Aug. 1998 Studied abroad at St. Petersburg State University
May 2000 Masters of Public Administration, University of Michigan
Oct. 2005 Joined Dream Incubator
Aug. 2007 Manager
Oct. 2009 Managing Director in Charge of Asia
Oct. 2012 Executive Officer (current position)
Jun. 2019 Director
Jun. 2020 Representative Director & COO, Incubation Department
Jun. 2021 Director & COO (current position)

Reasons for Selection as a Candidate for Director
Mr. Kyohei Hosono was responsible for producing global businesses that bridge Japan and other parts of Asia by supporting
large corporations in their Asian expansion strategies and fostering investment geared toward Asia. In addition, as the officer incharge of the Incubation Department, he helped to cultivate development in innovative venture companies and growth businesses.
We have determined that his extensive work experience and high level of management insight are necessary to continuously
enhance the Group’s corporate value going forward, and we request his continued election as a Director.

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3

Tetsuro Harada(Born September 22, 1965; age 57)

Reelection

Number of Company shares held: 54,300 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981
Apr. 1990
May 1996
Oct. 2000
Jan. 2003
Jun. 2006
Nov. 2017
Jun. 2018
Jun. 2020
Oct. 2020
Jun. 2021

Joined the Japan Maritime Self-Defense Force
Joined Nippon Life Insurance Company
Received MBA from the University of California, Berkley
Joined Dream Incubator
Manager
Executive Officer (current position)
Director, ipet Insurance Co., Ltd.
Director, Dream Incubator
Representative Director & CEO (current position)
Director, ipet Holdings, Inc. (Audit and Supervisory Committee member)
Director, ipet Holdings, Inc.

Reasons for Selection as a Candidate for Director
In 2006, Mr. Tetsuro Harada assumed the position of Executive Officer in charge of the Corporate Department. Since then, he
has directed all aspects of the Company's business administration and human resources and general affairs, helping to improve thesoundness and transparency of the Company's management. Since assuming the position of Representative Director and CEO in
2020, he has striven to enhance governance as Chairman of the Board of Directors. We have determined that his high level ofmanagement insight and experience are necessary to continuously enhance the Group’s corporate value going forward, and werequest his continued election as a Director.

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4

Tsutomu Fujita(Born March 2, 1960; age 63)

Reelection

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1982
Oct. 1997
Sep. 2000
Nov. 2010
Jun. 2016
Apr. 2017
Jul. 2017
Sep. 2019
Jun. 2020
Jun. 2021
Jun. 2021
Apr. 2022
Jun. 2022
Jun. 2023

Joined Yamaichi Securities Co., Ltd.
Joined Merrill Lynch Asset Management
Joined Nikko Salomon Smith Barney Securities Ltd. (now Citigroup Global Markets Japan Inc.)
Director & Vice Chairman
Advisor, Citigroup Global Markets Japan (current position)
Adjunct Professor, School of Business Administration, Hitotsubashi University (current position)
Representative, Hitotsubashi University Graduate School Fintech Research Forum (current position)
Director, HOUSE DO Co., Ltd. (now &Do Holdings Co., Ltd.)
Outside Director, RIZAP Group, Inc. (current position)
Outside Director, Dream Incubator (current position)
Outside Director, ZUU Co., Ltd. (current position, scheduled to resign on Jun.28,2023)
Visiting Professor, School of Business Administration, Hitotsubashi University (current position)
Representative Director & President, Strategy Advisors Co., Ltd. (current position)
Outside Audit, ITOCHU Corporation（to be appointed on June 23, 2023)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
Mr. Tsutomu Fujita has gained extensive experience and insight in corporate management through such roles as Advisor (andformerly Vice Chairman) of Citigroup Global Markets Japan, serving as Outside Director to multiple companies, and his position as
Adjunct Professor in the School of Business Administration at Hitotsubashi University. Based on this background, he has helped tostrengthen the Company’s governance by supervising its management and providing accurate and meaningful advice on the
Company’s overall management. Through such efforts, we expect that he will continue contributing toward the enhancement of theGroup’s corporate value, and we therefore request his continued appointment.
Notes: 1. No special-interest relationships exist between the individual candidates and the Company.
2. Mr. Tsutomu Fujita is a candidate for outside director. As he satisfies the requirements for an independent director as stipulated by the Tokyo Stock
Exchange, Inc., if Mr. Fujita assumes the position of outside director, we intend to provide notice that he is an independent director.
3. Mr. Tsutomu Fujita is currently an outside director of the Company. At the conclusion of this general meeting, his period of tenure will be two years.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Tsutomu Fujita to limit his
liability for damages as provided for by Article 423, Paragraph 1 of the Companies Act. If Mr. Fujita performs his duties in good faith and withoutgross negligence, his maximum liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations. If his
reelection is approved, the Company intends to continue this agreement with him.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act
with an insurance company. If the individual candidates are elected and assume their positions as directors, the Company plans to include them as
insured parties under this insurance policy. For details of the insurance policy, see “Business Report, 4. Matters concerning Company Officers, (3)Overview of Details of Directors and Officers Liability Insurance Policy” in this convocation notice.

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Election of One Director Who Is an
Audit and Supervisory Committee Member

Proposal 2

The term of office for one director who is an Audit and Supervisory Committee member, namely Yuriya Komatsu, will expire at
the conclusion of this general meeting. Accordingly, we request the election of one director who is an Audit and Supervisory
Committee member. The Audit and Supervisory Committee has approved this proposal.
The candidate for director who is an Audit and Supervisory Committee member is as follows.

No.

Name

Age

Current Position,
Responsibility

Attendance atBoard ofDirectors
Meetings

Attendance at
Audit
and Supervisory
Committee
Meetings

92%(11/12)100%(12/12)Attributes of Director
Candidates

Director,
1

Yuriya Komatsu

60

Audit andSupervisory

Reelection

Outsidedirector—

Committee member

1

Yuriya Komatsu (Born October 18, 1962; age 60)

Reelection

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1986
Apr. 1988
Apr. 1990
May 1996
Dec. 1999
Sep. 2000
Nov. 2004
Jun. 2006
Jul. 2010
Aug. 2010
Aug. 2012
Jan. 2013
Oct. 2014
Jun. 2017
Jul. 2020
Jun. 2021
Jun. 2021
Jun. 2022
Jan. 2023

Joined Nomura Securities Co., Ltd.
Joined Credit Suisse Trust and Banking Co., Ltd.
Joined SPARX Asset Management Co., Ltd. (now SPARX Group Co., Ltd.)
Joined The Dreyfus Corporation
Joined Fiduciary Trust Company International
Joined IntellAsset, Inc.
Joined Worldeye Capital Inc.
Joined Olympus Capital Holdings Asia
Joined Daiwa Quantum Capital Limited
Executive Officer, Otsuka Chemical Co., Ltd.
Advisor, DWANGO Co., Ltd.
Advisor, Otsuka Chemical (current position)
Executive Officer & CFO, DWANGO
Director, KADOKAWA DWANGO CORPORATION(now KADOKAWA CORPORATION)
Director, DWANGO
Executive Officer, KADOKAWA DWANGO CORPORATION(now KADOKAWA CORPORATION)
Director, NTN Corporation (current position)
Outside Director, Dream Incubator (current position)
Managing Director, IA Partners Inc.
Outside Director, Daicel Corporation (current position)
Director, IA Partners Inc. (current position)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
Ms. Yuriya Komatsu possesses extensive experience at financial institutions and business companies, experience in promoting
women’s participation in the workforce, and broad knowledge of accounting and finance. Based on her wealth of experience andprofessional knowledge accumulated to date, we expect her to supervise the Company’s management and provide related advice.
In addition, we anticipate that she will utilize her experience and insight in auditing the Company’s management. Accordingly, werequest her election as an outside director who is an Audit and Supervisory Committee member.
Notes: 1. No special-interest relationships exist between Ms. Yuriya Komatsu and the Company.
2. Ms. Yuriya Komatsu is a candidate for outside director. As she satisfies the requirements for an independent director as stipulated by the Tokyo Stock
Exchange, Inc., if Ms. Komatsu assumes the position of outside director, we intend to provide notice that she is an independent director.
3. Ms. Yuriya Komatsu is currently an outside director who is an Audit and Supervisory Committee member of the Company. At the conclusion of thisgeneral meeting, her period of tenure will be two years.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Ms. Yuriya Komatsu to limit her
liability for damages as provided for by Article 423, Paragraph 1 of the Companies Act. If Ms. Komatsu performs her duties in good faith and withoutgross negligence, her maximum liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations. If
her reelection is approved, the Company intends to continue this agreement with her.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act
with an insurance company. If Ms. Yuriya Komatsu is elected and assumes her position as director who is an Audit and Supervisory Committee
member, the Company plans to include her as an insured party under this insurance policy. For details of the insurance policy, see “Business Report, 4.
Matters concerning Company Officers, (3) Overview of Details of Directors and Officers Liability Insurance Policy.” in this convocation notice.

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Expected Management Structure if
Proposals 1 and 2 Are Approved

Reference

Under the medium-term management plan, we aim to realize our mission statement of “changing societies and creating
businesses” while simultaneously enhancing corporate value. To promote and maintain governance over the medium-term plan, theBoard of Directors will adopt a monitoring model.
We appoint directors with broad experience in management, as well as expertise, knowledge, and experience in various fields toimprove the effectiveness of the Board of Directors.
We believe it is particularly important for the Company’s directors to have experience in the following areas.

Skills and Experience

Description

Corporate management

General experience, knowledge, and governance experience related to the management oflisted companies

Capital markets

Experience and knowledge of investing in listed companies and responding to shareholders
and investors

Finance and accounting

Knowledge of finance and accounting and experience in formulating financial strategies,
including growth investments and shareholder return strategies

Legal and risk management Specialized knowledge and experience in corporate legal, regulatory and risk management
Consulting

Consulting experience and management experience in the consulting businessGovernment, international

Experience in government, related organizations, and international organizations working toinstitutions

resolve social issues through industry

GlobalManagement experience in a global company or business experience outside Japan

Areas of Particular Expertise and Experience
Name

Position

OutsideIndependent

Corporate

CapitalFinance andManagement

Markets

Accounting

Legal and
Risk

Government,
Consulting International

Management

Takayuki Miyake

Representative
Director, President

Yes

Yes

Yes

Kyohei Hosono

Director, Executive
Vice President

Yes

Yes

Yes

Tetsuro Harada

Director, Chairmanof the Board

Yes

Tsutomu Fujita

Director

Soichiro Uno

Yuriya Komatsu

Sakon Uda

Director, Audit andSupervisory
Committee member
Director, Audit andSupervisory
Committee member
Director, Audit andSupervisory
Committee member

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

GlobalInstitutions

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Note: The above skills matrix is a list of skills and areas of expertise that we specifically expect from each candidate. This table does not represent all of theknowledge and experience that each person possesses.

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Proposal 3

Payment of Directors’ Bonuses

In accordance with our medium-term management plan announced in May 2022, we are currently promoting structural reforms tofocus our resources on our Business Production business, while appropriately harvesting from our Incubation business. In the fiscal
year ended March 31, 2023, we recorded an extraordinary gain of approximately 18.4 billion yen on the sale of ipet Holdings, Inc.,
which pushed companywide profit to a new record high. As previously announced, we have decided to return 10.0 billion yen in
profits to our shareholders to reward them for their support to date
At the same time, due to the nature of our business as a professional consulting firm, we consider human resources as our primary
growth driver. In addition to returning profits to shareholders, we have adopted a remuneration strategy that shares a portion of our
profits with our directors and employees to ensure we can continue to secure and retain top talent. In light of the significant onetime capital gains recorded in the fiscal year ended March 31, 2023, we would like to pay, in accordance with the aforementioned
policy, 407 million yen in cash bonuses to three directors who were not members of the Audit and Supervisory Committee(excluding outside directors) at the end of said fiscal year.
Of this amount, 240 million yen exceeds the limit on annual cash remuneration (300 million yen) for directors who are not membersof the Audit and Supervisory Committee, resolved at the 16th Annual General Meeting of Shareholders on June 13, 2016. We
therefore request special approval for the payment of an additional 240 million yen (the portion exceeding the annual remuneration
limit) to be paid as bonuses to the three aforementioned directors.
We also request that decisions on specific amounts of remuneration to be paid to each director are left to the discretion of the Boardof Directors.
In its consideration of directors’ bonuses and the proposal in question, the Board of Directors has consulted with the Nomination
and Compensation Committee, which is composed of a majority of outside directors, in accordance with our Policy for Determining
Executive Remuneration, etc., and determined that the proposed bonuses are appropriate based on recommendations of thecommittee. In addition, our Audit and Supervisory Committee examined the proposal in advance, and expressed the opinion that the
proposal is appropriate. For our Policy for Determining Executive Remuneration, etc., see “Business Report, 4. Matters concerning
Company Officers, (4) Amounts for Director Remuneration, etc.” in this convocation notice.

[Reference] Our View on Calculation of Bonuses
As competition for human resources intensifies within the consulting industry, it is essential for us to secure top talent and provide
remuneration levels and structures that motivate our personnel in order to sustainably improve our corporate value through our
mission statement of “changing societies and creating businesses.”
Our business structure to date has been underpinned by two pillars: the Business Production business (consulting) and the
Incubation business (venture investment and development). Our remuneration model reflects this hybrid structure. In the Business
Production business, we derive remuneration from annual profits. In the Incubation business, however, we handle a large number oflong-term development projects that can take up to 10 years to generate investment returns. Due to the extremely high volatility
inherent in the Incubation business, the total remuneration amounts we can pay are generally subdued until substantial profits canbe realized.
Accordingly, when significant capital gains are generated, in addition to returning profit to shareholders, we believe it is importantto provide appropriate remuneration with the aims of ensuring our remuneration remains competitive by offsetting past subdued
remuneration, and increasing the motivation of directors and employees to help improve medium- to long-term earnings
performance and corporate value.
The bonuses linked to recent earning performance, including the extraordinary gain recorded on the sale of shares in ipet Holdings,
Inc., were evaluated based on the perspective above while taking into account factors such as historical earnings contributions by all
employees including directors (factoring in contributions to profit and to the building and strengthening of managementfoundations), position, responsibilities, tenure, and subdued remuneration in the past.
With regard to director’s bonuses, we have set a coefficient for performance-linked remuneration based on our Policy for
Determining Executive Remuneration, etc. However, applying this coefficient directly to overall profits, including the
aforementioned one-time extraordinary gain, would have lifted the bonuses to excessive levels. We have therefore made certain
adjustments to reduce the amounts and arrive at appropriate levels, taking into consideration job responsibilities, industry
remuneration standards, and a balance with the remuneration of senior management.

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