Please note that the following is an unofficial English translation of the Japanese original text of the Notice of Convocation of the20th 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 20th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Time and Date: 10 a.m., Friday, December 20, 2019 (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 19, 2019
Contents
Notice of Convocation of the 20th Ordinary General Meeting of Shareholders
Reference Documents for the General Meeting of Shareholders

Securities Code: 8889
December 4, 2019
To Our Shareholders
Koji Omura, President and CEO
Apaman Co., Ltd.
2-6-1 Otemachi, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 20th ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 20th Ordinary General Meeting of Shareholders of Apaman Co., Ltd.,
to be held as follows.
If you are unable to attend the meeting, you may submit your votes in writing. Please read the Reference
Documents for the General Meeting of Shareholders. You are requested to indicate your approval ordisapproval of the proposals on the enclosed Voting Rights Exercise Form and return it so that it will reach
us by 6 p.m. on Thursday, December 19, 2019.
1. Time and Date:
2. Place:

10 a.m., Friday, December 20, 2019
(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 20th Fiscal Year (October 1,
2018 to September 30, 2019)
2. Report on the Non-consolidated Financial Statements for the 20th Fiscal Year
(October 1, 2018 to September 30, 2019)
Agenda:Election of Three (3) Directors
Proposal:

1. For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk. To reduce theneed for 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 amended
information 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.
Beginning with this General Meeting of Shareholders, Apaman will no longer distribute gifts to shareholders whoattend the meeting.

1Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal: Election of Three (3) Directors
The terms of office of all three (3) Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of three (3) Directors are proposed.
The candidates for Directors 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, 2019)

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

Koji Omura April 2006
1 (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.

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 CorporationTakashi
Director of ASN Network Co., Ltd. (currently ApamanApril 2006
Network Co., Ltd.)
Kawamori(November 30, July 2006
Managing Director, Executive Manager of System1965)
Division of the Company,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

2December 2018 Director of Apaman Property Co., Ltd. (current)

2Common stock:160,020 shares

No.

Name(Date of birth)

Past experience, positions and responsibilities,
and significant concurrent positions

August 1978

Joined Tatsumi Legal Institute

April 1990

Registered as an attorney

Number of theCompany’s shares held
(As of Sep. 30, 2019)

December 1991 Representative of Yujirou Takahashi Law Office

3Yujirou
Takahashi(April 29,1950)

November 2011 Representative of Legal Professional CorporationYujirou Takahashi Law Office (current)
December 2014 Outside Director of SystemSoft Corporation (current)
December 2016 Outside Director of the Company (current)

Common stock:0 shareOutside Audit & Supervisory Board Member ofAppBank Inc. (current)
September 2017 Supervisory Director of Poly Plus Investment
Corporation (current)
March 2017

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates for Directors.
2. Mr. Yujirou Takahashi is a candidate for an Outside Director. The Company has registered Mr. Takahashi as
an Independent Director as provided for in the rules of the Tokyo Stock Exchange. If he is reelected, he willcontinue to be in office as an Independent Director.
3. Reasons for nominating Mr. Takahashi as a candidate for Outside Director:
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 Company
believes that Mr. Takahashi can use this knowledge to provide a variety of opinions, shareholders are asked
to vote for Mr. Takahashi.
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.
5. SystemSoft Corporation, where Mr. Takahashi is an Outside Director, is an equity-method affiliate of theCompany.
6. Mr. Takahashi has no plan 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 and has not received asignificant amount of money or other assets from the Company or an affiliated company during the past twoyears.
7. The term of office of Mr. Takahashi as a Director of the Company will be three years at the conclusion of thisGeneral 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 stipulated
in 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