Please note that the following is an unofficial English translation of the Japanese original text of the Notice of Convocation of the21st Ordinary General Meeting of Shareholders of Apaman Co., Ltd. This translation is provided for reference and convenience
purposes only and without any guarantee as to its accuracy or otherwise. In the event of any discrepancy between this translation andthe Japanese original, the latter shall prevail.

Apaman Co., Ltd.
Securities code: 8889

NOTICE OF CONVOCATION OF
THE 21st ORDINARY GENERAL MEETING OF SHAREHOLDERS

Time and Date: 10 a.m., Friday, December 25, 2020 (The reception desk will open at 9 a.m.)
Place:

Room 801, 8F, TEKKO KAIKAN Building,
3-2-10 Kayabacho, Nihombashi, Chuo-ku, Tokyo

Deadline for voting by using the Voting Rights Exercise Form:

6 p.m., Thursday, December 24, 2020
Contents
Notice of Convocation of the 21st Ordinary General Meeting of Shareholders
Reference Documents for the General Meeting of Shareholders

Request to shareholders
Shareholders are asked to submit votes prior to the shareholders meeting and to refrain from attending the meeting inperson for safety during the COVID-19 crisis.
The location, starting time and other items concerning this meeting may be changed due to unavoidable circumstances
depending on upcoming events involving this crisis. If there are any changes, this information will be posted on theApaman website (http://www.apamanshop-hd.co.jp/). Shareholders are asked to check this website frequently for any
notices of changes involving the shareholders meeting.

No gifts for shareholders
Apaman will not distribute gifts to shareholders who attend this shareholders meeting. Thank you for yourunderstanding concerning this change.

Securities Code: 8889
December 9, 2020
To Our Shareholders
Koji Omura, President and CEO
Apaman Co., Ltd.
2-6-1 Otemachi, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 21st ORDINARY GENERAL MEETING OF SHAREHOLDERS

Apaman Co., Ltd. will hold the 21st Ordinary General Meeting of Shareholders as described below.
Due to the COVID-19 crisis, shareholders are asked not to attend the shareholders meeting, regardless of yourcurrent health, and to submit your votes in writing before the meeting. Please read the Reference Documents
for the General Meeting of Shareholders. You are requested to indicate your approval or disapproval of theproposals on the enclosed Voting Rights Exercise Form and return it so that it will reach us by 6 p.m. on
Thursday, December 24, 2020.
1. Time and Date:
2. Place:

10 a.m., Friday, December 25, 2020
(The reception desk will open at 9 a.m.)
Room 801, 8F, TEKKO KAIKAN Building,
3-2-10 Kayabacho, Nihombashi, Chuo-ku, Tokyo

3. Objectives of the Meeting:
1. Reports on the Business Report and the Consolidated Financial Statements, and theReports:
Results of the Audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 21st Fiscal Year (October 1, 2019
to September 30, 2020)
2. Report on the Non-consolidated Financial Statements for the 21st Fiscal Year
(October 1, 2019 to September 30, 2020)
Agenda:Election of Four (4) Directors
Proposal:

1. For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk. To reduce the needfor paper documents, please bring this convocation notice with you.
2. If any amendment is made to the Reference Documents for the General Meeting of Shareholders, the amendedinformation will be disclosed on the Apaman website (http://www.apamanshop-hd.co.jp/).
3. The voting results for this proposal will be disclosed on the Apaman website instead of providing notification using apaper document.

1Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal: Election of Four (4) Directors
The terms of office of three (3) Directors will expire at the conclusion of this General Meeting of Shareholders.
Shareholders are asked to approve the proposal for the election of four (4) Directors, which includes the addition of one
Outside Director in order to strengthen the management oversight function of the Board of Directors. The candidates forDirectors are as follows.
No.

Name(Date of birth)

Past experience, positions and responsibilities,
and significant concurrent positions

Number of theCompany’s shares held
(As of Sep. 30, 2020)

One of the key people holding the Apamanshop Seminar(a voluntary research organization)
Established Apaman Co., Ltd. (the “Company”), theOctober 1999
President and CEO of the Company (current)
September 2005 President of Apamanshop Leasing Co., Ltd. (currentlyApaman Property Co., Ltd.)
December 2005 Chairman of SystemSoft Corporation
October 1998

Reelection

1Koji Omura(June 29, 1965)

January 2013

President of ASN Network Co., Ltd. (currently Apaman
Network Co., Ltd.)
Chairman and CEO of Apamanshop Network Co., Ltd.
(currently Apaman Network Co., Ltd.)
Director of SystemSoft Corporation (current)

October 2017

Chairman of Apaman Property Co., Ltd.

April 2006
July 2006

Common stock:
4,985,460 shares

December 2018 Chairman of Apaman Network Co., Ltd. (current)
December 2018 Director of Apaman Property Co., Ltd. (current)
Joined the Company, Deputy Executive Manager ofFranchise Operations DivisionDecember 2003 Director, Deputy Executive Manager of FranchiseOperations Division of the Company
Director, Executive Manager of Franchise Operations
July 2004
Division of the Company
Managing Director (current), Executive Manager ofOctober 2004
Franchise Operations Division of the Company
December 2005 Outside Audit & Supervisory Board Member ofSystemSoft Corporation
Reelection
Director of ASN Network Co., Ltd. (currently ApamanApril 2006
Takashi
Network Co., Ltd.)
Kawamori
Managing Director, Executive Manager of System(November 30, July 2006
Division of the Company,1965)
President of Apamanshop Network Co., Ltd. (currentlyApaman Network Co., Ltd.),
Director, Executive Manager of Leasing Operations
Division of Apamanshop Leasing Co., Ltd. (currentlyApaman Property Co., Ltd.)Managing Director and Executive Manager of the Tokyo
June 2007
Regional Headquarters of Apamanshop Leasing Co., Ltd.
(currently Apaman Property Co., Ltd.)
December 2018 Vice Chairman of Apaman Network Co., Ltd. (current)
October 2003

2

December 2018 Director of Apaman Property Co., Ltd.

2

Common stock:160,020 shares

No.

Name
(Date of birth)

Past experience, positions and responsibilities,
and significant concurrent positions

August 1978

Joined Tatsumi Legal InstituteApril 1990

Registered as an attorney

Number of theCompany’s shares held
(As of Sep. 30, 2020)

December 1991 Representative of Yujirou Takahashi Law Office
Reelection

3YujirouTakahashi(April 29,1950)

November 2011 Representative of Legal Professional Corporation
Yujirou Takahashi Law Office (current)
December 2014 Outside Director of SystemSoft Corporation (current)

Common stock:0 shareDecember 2016 Outside Director of the Company (current)
Outside Audit & Supervisory Board Member ofAppBank Inc. (current)
September 2017 Supervisory Director of Poly Plus Investment
Corporation
Registered as a certified tax accountant
August 1996
March 2017Newappointment

4Akihito
Watanabe(February 17,1964)July 2002

Representative of Watanabe Liesenberg Tax
Accountants’ Corporation (current)

December 2015 Outside Audit & Supervisory Board Member of Waqoo,
Inc. (current)
April 2017

Outside Audit & Supervisory Board Member of NAPS
Inc. (current)

July 2017

Head of Tokyo Certified Public Tax Accountants’
Association Omori branch (current)

Common stock:0 shareNotes: 1. No material conflict of interest exists between the Company and any of the above candidates for Directors.
2. Mr. Yujirou Takahashi and Mr. Akihito Watanabe are candidates for Outside Directors. The Company hasregistered Mr. Takahashi as an Independent Director as provided for in the rules of the Tokyo Stock
Exchange. If he is reelected, he will continue to be in office as an Independent Director. If Mr. Watanabe iselected, the Company plans to designate him an Independent Director as provided for in the rules of theTokyo Stock Exchange.
3. Reasons for nominating Mr. Takahashi and Mr. Watanabe as candidates for Outside Directors:
Mr. Takahashi has no direct involvement in corporate management other than as an outside officer. However,
he has acquired extensive knowledge of legal matters from his experience as an attorney. Since the Companybelieves that Mr. Takahashi can use this knowledge to provide a variety of opinions, shareholders are asked tovote for Mr. Takahashi.
Mr. Watanabe has no direct involvement in corporate management other than as an outside officer. However,
the Company believes that he can use his knowledge and experience as a tax accountant and administrative
scrivener to provide suitable guidance concerning management. As a result, shareholders are asked to vote forMr. Watanabe.
4. The other significant positions of Mr. Takahashi are representative attorney of the Legal Professional
Corporation Yujirou Takahashi Law Office, Outside Director of SystemSoft Corporation and Outside Audit &Supervisory Board Member of AppBank Inc. The other significant positions of Mr. Watanabe arerepresentative of Watanabe Liesenberg Tax Accountants’ Corporation, and head of Tokyo Certified Public Tax
Accountants’ Association Omori branch.
5. SystemSoft Corporation, where Mr. Takahashi is an Outside Director, is an equity-method affiliate of theCompany.
6. Mr. Takahashi and Mr. Watanabe have no plans to receive a significant amount of money or other assets(excluding remuneration as a Director or in a similar role) from the Company or an affiliated company andhave not received a significant amount of money or other assets from the Company or an affiliated company
during the past two years.
7. The term of office of Mr. Takahashi as a Director of the Company will be four years at the conclusion of this
General Meeting of Shareholders.
8. Paragraph 2, Article 24 of the Company’s Articles of Incorporation provides for signing contracts withDirectors (except directors with executive duties at the Company) to limit liabilities for damages as stipulatedin Paragraph 1, Article 423 of the Companies Act. However, the Company has not concluded and has nointention to conclude limited liability contracts stipulated in Paragraph 1, Article 427 of the Companies Act.
3