Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 8999
Start date of measures for electronic provision: June 7, 2023
Date of sending by postal mail: June 9, 2023
To our shareholders:
Yasuro Hayashi
President
Grandy House Corporation
4-3-18 Odori, Utsunomiya-shi, Tochigi

Notice of the 32nd Annual General Meeting of Shareholders
We are pleased to announce the 32nd Annual General Meeting of Shareholders of Grandy House Corporation (the“Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on each of the following websites. Please access any of these websites using the internet address shown
below to review the information.
The Company’s website
https://www.grandy.co.jp (in Japanese)(Please access the above website, select “Investors Relations (English)” from the menu, then “IR Library,” and review the information.)

Website for posting materials for the General Meeting of Shareholders
https://d.sokai.jp/8999/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the above TSE website, enter “Grandy House” in “Issue name (company name)” or the Company’s securities code “8999”
in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)Furthermore, if you are unable to attend the General Meeting of Shareholders in person, please review theattached Reference Documents for the General Meeting of Shareholders and exercise your voting rights inwriting or by electromagnetic means (the Internet, etc.), in accordance with the instructions (in Japanese only)
on pages 4 and 5 by 5:30 p.m. on Wednesday, June 28, 2023.
1. Date and Time
2. Venue

Thursday, June 29, 2023, at 11:00 a.m. (JST) (Reception starts at 10:00 a.m.)Hotel New Itaya, 3rd floor, Tenpyo-no-Ma
2-4-6 Odori, Utsunomiya-shi, Tochigi
To prevent infection, we are considering seating layouts with space between seats, and we ask
for your understanding that we may have to move you to another venue in the same hotel if theabove-mentioned venue is full.
3. Purpose of the Meeting
Matters to be reported:
1. Reports on the Business Report and Consolidated Financial Statements for the 32nd Fiscal Year (from April
1, 2022 to March 31, 2023) and the Audits Results of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee-1-2. Reports on the Non-consolidated Financial Statements for the 32nd Fiscal Year (from April 1, 2022 to March
31, 2023)
Matters to be resolved:
Proposal No. 1
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 2
Election of Five Directors Who Are Audit & Supervisory Committee Members
Proposal No. 3
Revision of the Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members
Proposal No. 4
Payment of Retirement Bonus to Retiring Director (Excluding Directors Who Are Audit
and Supervisory Committee Members)
4. Matters Determined in Relation to the Convocation (Instructions Concerning the Exercise of Voting Rights)(1) When voting rights have been exercised in writing (by mail), if there is no indication of a vote for or against
a proposal on the voting form, it shall be treated as an indication of a vote for the proposal.
(2) If voting rights have been exercised multiple times via the Internet, the final exercise of voting rights shallbe treated as valid.
(3) If voting rights have been exercised in duplicate via the Internet and in writing (by mail), the exercise of
voting rights via the Internet shall be treated as valid, regardless of the time and date of arrival.
(4) If exercising voting rights by proxy, one other shareholder with voting rights may attend the General Meetingof Shareholders as a proxy. Please note, however, that it is necessary to submit a document proving theauthority of the proxy.
・

If you plan to attend the meeting in person, please submit the enclosed voting form to the receptionist at the meeting.

・In accordance with the implementation of the system for providing informational materials for the General Meeting of
Shareholders in electronic format, the viewing of informational materials for the General Meeting of Shareholders by shareholders

・

has been changed from paper-based documents to viewing online, in principle.
For this General Meeting of Shareholders, regardless of whether or not shareholders have requested the delivery of paper-based
documents, the Company shall send paper-based documents containing the matters for which measures for providing informationin electronic format shall be taken to all shareholders, however the following matters shall be excluded from these paper-based
documents, pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation.
(a) “Notes to Consolidated Financial Statements”(b) “Notes to Non-consolidated Financial Statements”
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements provided in these paper-based

・

documents constitute part of the documents audited by the Financial Auditor and the Audit and Supervisory Committee when
preparing the accounting audit report and audit report, respectively.
If revisions arise to the matters for which measures for providing information in electronic format are to be taken, a notice of therevisions and the details of the matters before and after the revisions will be posted on each of the websites on page 1.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The term of office of all seven 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 of Shareholders.
Therefore, the Company proposes the election of six Directors, excluding one Director who will retire owing to the
expiration of his term of office.
The Audit and Supervisory Committee considered this proposal, and there were no objections.
The candidates for Director are as follows:
Candidate
No.

1

Name
(Date of birth)

Hiroyuki Murata(September 17, 1960)
Re-election

2

Yasuro Hayashi(February 23, 1959)
Re-election

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company (Note 3))
May 1988
Dec. 1998
Sept. 2000
Feb. 2003
June 2004
Mar. 2008
Mar. 2010
Mar. 2011
Apr. 2018
Apr. 1982
Apr. 2010

June 2010
Apr. 2011
Mar. 2012
June 20133

Atsuo Saito(April 26, 1956)
Re-election

4

Yasushi Sayama(October 31, 1969)

Apr. 2014
Apr. 2018
Apr. 1990
Mar. 1997
June 2002
Apr. 2006
Mar. 2008
Mar. 2012
Apr. 2017
June 2020
Apr. 1992
Apr. 1997
June 2005
Mar. 2008

Re-election
June 2013
Apr. 2023

Joined Subaru Housing Co., Ltd.
Joined the Company
Director
Managing Director
Senior Managing Director
Director (Note 4)
Director and Vice President
President
Chairman (current position)
Joined The Ashikaga Bank, Ltd.
Joined the Company
General Manager of Finance Department,
Administration Division
Managing Director
Supervisor of Finance Department,
Administration Division
Senior Managing Director
General Manager of President’s Office
Supervisor Responsible for the Entire
Company Management
Vice President
President (current position)
Joined Elleair Paper Tech Co. Ltd.
Joined the Company
Director
Managing Director
General Administration Manager
Senior Managing Director
Vice President (current position)
General Administration Manager (current
position)
Joined Watanabe General Construction
Joined the Company
Director
Managing Director
General Manager of Development Division(current position)
Senior Managing Director
Vice President (current position)-3-

Number of theCompany’s
shares owned

230,670 shares

92,026 shares

261,909 shares

121,873 shares

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company (Note 3))
Oct. 1999
Feb. 2003
Dec. 2003
Jan. 2010

5

6

Notes:

Number of theCompany’s
shares owned

Joined the Company
Joined Houshou Kensetsu
Joined the Company
Hideki Tani
General Manager of Construction(April 15, 1973)
Department, Construction Division
35,203 shares
Apr. 2011
General Manager of Construction DivisionRe-election(current position)
June 2011
Director
Oct. 2013
Managing Director (current position)
Apr. 1995
Joined TOBU CONSTRUCTION Co., Ltd.
Feb. 1997
Joined the Company
Apr. 2009
General Manager of Head Office Sales
Department, Sales Division
Masayasu Ishikawa
Apr. 2011
General Manager of Sales Division (current(May 31, 1976)
45,513 shares
position)
Re-election
June 2011
Director
May 2014
Managing Director
June 2016
Director
Apr. 2018
Managing Director (current position)
1. There is no special interest between any of the Director candidates and the Company.
2. In principle, Directors (excluding Directors who are Audit and Supervisory Committee Members) are appointed as
Executive Directors, and the Company’s policy is to select candidates in consideration of their abilities, qualifications,experience, track record, etc., based on the principle that the directors will supervise each other and be involved indecision-making on important matters from the standpoint of being in charge of different areas of operations.
The reasons for the election of each Director candidate are as follows.
・ Hiroyuki Murata has held various important positions since his appointment as Director in charge of sales andmarketing, and has a proven track record of expanding the Company’s business as President since 2011 and as
Chairman since April 2018, as well as excellent insight into corporate management. Therefore, we request that he beelected to continue to serve as Chairman.
・ Yasuro Hayashi has held various important positions since his appointment as Director in charge of finance, up to
Vice President, and has contributed to strengthening the Company’s management structure, as well as making efforts
in management as President since April 2018. Therefore, we request that he be elected to continue to serve as President.
・ Atsuo Saito has a proven track record of contributing to the establishment and strengthening of corporate governance,compliance, financial reporting, and other systems as a Director in charge of administration divisions, and has worked
to strengthen the Company’s management structure as Vice President since April 2017. Therefore, we request that hebe elected to continue to serve as Vice President.
・ Yasushi Sayama has a proven track record of contributing to business expansion in the acquisition and developmentof land for sale, which is a key element of the Group’s business, as a Director in charge of the development division,and has worked to strengthen the Company’s management structure as Vice President since April 2023. Therefore,
we request that he be elected to continue to serve as Vice President.
・ Hideki Tani, as Director in charge of the construction division, has a proven track record of contributing to theimprovement of housing quality and performance, etc. and the establishment of a production system to accommodate
business expansion. Therefore, we request that he be elected to continue to serve as Director.
・ Masayasu Ishikawa, as Director in charge of the sales division of the Company, has a proven track record ofcontributing to the promotion of sales, as well as for his contribution to strengthening the sales management systemof the Company’s group as a whole. Therefore, we request that he be elected to continue to serve as Director.
3. Significant concurrent positions outside the company held by each candidate are as follows
・ Hiroyuki Murata concurrently serves as a Director of Ibaraki Grandy House, Gunma Grandy House, Chiba GrandyHouse, General Livtech Co., Ltd., Chuko House Information Center Co., Ltd., Grandy Reform Co., Ltd., andKanagawa Grandy House INC. (all consolidated subsidiaries of the Company).
・ Yasuro Hayashi concurrently serves as a Director of Ibaraki Grandy House, Gunma Grandy House, Chiba GrandyHouse, General Livtech Co., Ltd., Chuko House Information Center Co., Ltd., Grandy Reform Co., Ltd., andKanagawa Grandy House INC.
・ Yasushi Sayama concurrently serves as Representative Director of Welcome House Co., Ltd. (a consolidated
subsidiary of the Company).
・ Hideki Tani concurrently serves as a Representative Director of Grandy Reform Co., Ltd.

-4-

4. Hiroyuki Murata served as President of Ibaraki Grandy House from November 2007 to March 2010, and was appointed
as a Director in order to devote himself full-time to his duties.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3 of the Companies Act, which insures Directors (including Directors who are Audit and Supervisory
Committee Members), Audit & Supervisory Board Members, and Executive Officers of the Company and its subsidiaries,
and a summary of the contents of such insurance policy is shown on page 29 (in Japanese only) of the Business Report. If
each of the candidates is appointed as a Director under this proposal, the insurance policy will expire during his term ofoffice, but the Company intends to continue to conclude an equivalent corporate officers’ liability insurance policy insuring
all of the candidates.
6. The number of the Company’s shares owned is the number of shares as of March 31, 2023.

-5-

Proposal No. 2

Election of Five Directors Who Are Audit & Supervisory Committee Members

The term of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this General Meeting of Shareholders. Therefore, the Company proposes the election of five Directors
who are Audit and Supervisory Board Members, increasing the number of Outside Directors by two in order tostrengthen corporate governance to further ensure the fairness and transparency of management.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

1

Name
(Date of birth)

Hajime Yuzawa(May 10, 1953)
Re-election

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company (Note 4))
Oct. 1992
May 2000
June 2003
July 2008
May 2010

June 2010
June 2012
June 2015

Takehiko Kobayashi(April 24, 1955)
2

Re-election
OutsideIndependent
Chikara Chikami(February 12, 1957)

3

4

5

Notes:

New appointment
OutsideIndependent
Toru Yoshino(November 4, 1971)
New appointment
OutsideIndependent

Dec. 1985

June 2017
Apr. 1979
Mar. 1982
July 1995
July 2002
July 2019
Jan. 2009

Joined Tochigi Teleservice Corporation
Joined the Company
Director
Managing Director
Director
Representative Director and President,
General Livtech Co., Ltd.
Retired from the Company (Note 5)
Standing Audit & Supervisory Board
Member of the Company
Director who is Audit & Supervisory
Committee Member (current position)
Registered as certified tax accountant
Established Takehiko Kobayashi Certified
Public Tax Accountant Office (current
position)
Director who is Audit & Supervisory
Committee Member (current position)
Joined Showa Audit Corporation (currently
Ernst & Young ShinNihon LLC)
Registered as a certified public accountant
Partner
Senior Partner
Established Chikara Chikami Certified
Public Accountant Office (current position)
Registered as an attorney at law
Joined Hajime Ito Law Office (currently
Imaizumi Law Office) (current position)

155,640 shares

30,000 shares--

Joined Shin Nihon & Co. (currently Ernst &Young ShinNihon LLC)
May 2006
Registered as a certified public accountant
Sept. 2017
Established Akifumi Morita Certified Public
Accountant Office (current position)
Dec. 2017
Registered as certified tax accountant
1. There is no special interest between any of the candidates and the Company.
2. Takehiko Kobayashi, Chikara Chikami, Toru Yoshino, and Akifumi Morita are candidates for Outside Director.
3. In principle, the Company’s policy is to appoint candidates for Directors who are Audit & Supervisory Committee
Members from among those who have significant expertise in corporate management or who have experience participatingin corporate management in the capacity of Director, etc., and who have excellent character and insight and are suitablefor participating in decision-making on important management matters and for supervising and auditing the execution ofduties by Directors.
The reasons for the selection of each candidate for Director and a summary of the roles expected of candidates for Outside
Directors are as follows.
・ Hajime Yuzawa has a track record of conducting strict and fair audits as a Director who is a full-time Audit &Supervisory Committee Member, and his experience as a Director in charge of the finance division makes him suitable
Akifumi Morita(September 4, 1977)
New appointment
OutsideIndependentOct. 2002

Number of theCompany’s
shares owned

-6-

4.

5.
6.
7.

8.

9.

for the supervision of business execution. Therefore, we request that he be elected to serve as a Director who is an
Audit & Supervisory Committee Member.
・ Takehiko Kobayashi has long provided general management guidance to numerous companies as a certified tax
accountant, and we expect him to use his knowledge and experience to supervise and advise the Directors in theexecution of their duties, including from a tax and accounting perspective, and to be involved in and supervise
decisions on nominations and compensation, etc. of Directors from an objective and neutral standpoint. Therefore, werequest that he be elected to continue to serve as an Outside Director.
Although he has no direct experience of being involved in management, he is well versed in corporate management
as a certified tax accountant and has sufficient insight into corporate governance, and we believe that he will be able
to appropriately execute his duties as an Outside Director.
・ Chikara Chikami has long been engaged in corporate audits as a certified public accountant, and possesses abundant
knowledge and expertise related to corporate finance and accounting. We expect him to use his knowledge andexperience to supervise and advise the Directors in the execution of their duties, including from an accounting
perspective, and to be involved in and supervise decisions on nominations and compensation, etc. of Directors froman objective and neutral standpoint. Therefore, we request that he be elected to serve as an Outside Director.
Although he has no direct experience of being involved in management, he is well versed in corporate finance andaccounting as a certified public accountant and also has sufficient insight into corporate governance, and we believethat he will be able to appropriately execute his duties as an Outside Director.
・ Toru Yoshino has a wide range of legal knowledge and experience through his activities as an attorney-at-law, and we
expect him to use his knowledge and experience to supervise and advise the Directors on the execution of their duties,
especially from the perspective of compliance, and to be involved in and supervise decisions on nominations,compensation, etc. of Directors from an objective and neutral standpoint. Therefore, we request that he be elected toserve as an Outside Director.
Although he has no direct experience of being involved in management, he is well versed in corporate legal affairs as
an attorney-at-law and has sufficient insight into corporate governance, and we believe that he will be able toappropriately execute his duties as an Outside Director.
・ Akifumi Morita has been engaged in corporate accounting audits as a certified public accountant, and possesses
abundant knowledge and expertise related to corporate finance and accounting. We expect him to use his knowledge
and experience to supervise and advise the Directors in the execution of their duties, including from an accounting
perspective, and to be involved in and supervise decisions on nominations and compensation, etc. of Directors froman objective and neutral standpoint. Therefore, we request that he be elected to serve as an Outside Director.
Although he has no direct experience of being involved in management, he is well versed in corporate finance andaccounting as a certified public accountant and also has sufficient insight into corporate governance, and we believethat he will be able to appropriately execute his duties as an Outside Director.
Significant concurrent positions held by each candidate are as follows.
・ Hajime Yuzawa concurrently serves as an Audit & Supervisory Board Member of Ibaraki Grandy House, Gunma
Grandy House, Chiba Grandy House, Chuko House Information Center Co., Ltd., Grandy Reform Co., Ltd., General
Livtech Co., Ltd., Kanagawa Grandy House INC., and Welcome House Co., Ltd. (all consolidated subsidiaries of theCompany).
Resigned from concurrently serving as a Director of the Company in order to devote himself full-time to the duties ofPresident and Representative Director of General Livtech Co., Ltd., a consolidated subsidiary of the Company.
Takehiko Kobayashi is currently a Director who is an Audit & Supervisory Committee Member of the Company, and his
term of office will be six years at the conclusion of this General Meeting of Shareholders.
The Company has entered into a limited liability agreement with Takehiko Kobayashi pursuant to Article 427, Paragraph
1 of the Companies Act. The maximum amount of liability under such agreement is the minimum liability limit stipulated
in Article 425, Paragraph 1 of the Companies Act, and if his reappointment is approved, the Company intends to continue
such agreement with him. In addition, if Chikara Chikami, Toru Yoshino, and Akifumi Morita are appointed as Directors
who are Audit and Supervisory Committee Members, the Company intends to conclude a limited liability agreement witheach of them pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability for Directors
who are Audit and Supervisory Committee Members under such agreement shall be the minimum liability limit stipulated
in Article 425, Paragraph 1 of the Companies Act.
The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3 of the Companies Act, which insures Directors (including Directors who are Audit and Supervisory
Committee Members), Audit & Supervisory Board Members, and Executive Officers of the Company and its subsidiaries,
and a summary of the contents of such insurance policy is shown on page 29 (in Japanese only) of the Business Report. If
each of the candidates is appointed as a Director under this proposal, the insurance policy will expire during his term ofoffice, but the Company intends to continue to conclude an equivalent corporate officers’ liability insurance policy insuring
all of the candidates.
The Company has submitted notification to the Tokyo Stock Exchange that Takehiko Kobayashi has been designated as
an independent officer as provided for by the aforementioned exchange. If the reelection of Takehiko Kobayashi is-7-

approved, the Company plans for his designation as independent officer to continue. In addition, if the elections of Chikara
Chikami, Toru Yoshino, and Akifumi Morita are approved, the Company intends to designate them as independent officers.
10. The number of the Company’s shares owned is the number of shares as of March 31, 2023.

-8-

[Reference] Skills Matrix of Directors
・ If Proposal No. 1 and Proposal No. 2 are approved in their original form at this General Meeting of Shareholders,
the skills matrix of Directors will be as follows.
Expertise and experience
CorporateNamemanagement
Organizational
operation

Sales
Sales
strategies

Technology/quality
Finance
Development
Accounting

Internal

Humancontrols
Risk

resourcesdevelopment

management Personnel/labor
Legal affairs
affairs

ESG
Sustainability

Hiroyuki Murata

●

●

●

Yasuro Hayashi●●

Atsuo Saito●

Yasushi Sayama

●

●

●

●

Hideki Tani

●

●

●

●

Masayasu Ishikawa

●

●

●

●
●

●

Hajime Yuzawa(Audit andSupervisory

●

●

●

●

●

●

●

●

●

●

●

Committee
Member)Takehiko
Kobayashi*(Audit andSupervisory
Committee
Member)Chikara Chikami*(Audit andSupervisory●

Committee
Member)Toru Yoshino*(Audit andSupervisory
Committee
Member)Akifumi Morita*(Audit andSupervisory
Committee(*)

Member)Independent Outside Director

-9-

●

●

●

●

Proposal No. 3

Revision of the Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members
At the 24th Annual General Meeting of Shareholders held on June 26, 2015, the remuneration amount for Directors
who are Audit and Supervisory Committee Members of the Company was resolved as an annual amount notexceeding 30 million yen, and this resolution has remained in place until the present. Taking into consideration
various circumstances, such as the fact that if Proposal No. 2 “Election of Five Directors Who Are Audit &Supervisory Committee Members” is approved in its original form, the number of Directors who are Audit andSupervisory Committee Members will increase by two, the Company proposes to revise the remuneration amountfor Directors who are Audit and Supervisory Committee Members to an annual amount not exceeding 50 million yen.
This proposal was decided by the Board of Directors meeting after listening to the opinions of the independent
Outside Directors while taking into consideration the duties and responsibilities of Audit and Supervisory Committee
Members and the increase in the number of members of the Audit and Supervisory Committee, and the Company
believes that this proposal is appropriate. The overview of the content of the policies for determining the content of
individual remuneration, etc., for Directors of the Company is provided on pages 30 to 33 of the Business Report (inJapanese only).
The current number of Directors who are Audit and Supervisory Committee Members is three (including two Outside
Directors), and if Proposal No. 2 is approved in its original form, the number of Directors who are Audit andSupervisory Committee Members will be five (including four Outside Directors).

- 10 -

Proposal No. 4

Payment of Retirement Bonus to Retiring Director (Excluding Directors Who Is an Audit andSupervisory Committee Member)
The Company proposes to pay a retirement bonus within an appropriate range to Yutaka Koiso, who will retire as
Director owing to the expiration of his term of office at the conclusion of this General Meeting of Shareholders, inorder to reward him for his service while in office, in line with certain standards of the Company.
Furthermore, the Company proposes that the specific amount, timing and method of payment, and other details bedelegated to the Board of Directors.
This proposal has been determined by the Board of Directors in accordance with policies and internal regulations
related to determining the content of individual remuneration, etc., for Directors set forth by the Board of Directors
in advance, and the Company has thus judged that it is appropriate. The overview of the content of the policies fordetermining the content of individual remuneration, etc., for Directors of the Company is provided on pages 30 to 33
of the Business Report (in Japanese only).
In addition, the Audit and Supervisory Committee considered this proposal, and there were no objections.
The career summary of the retiring Director is as follows:
Name

Yutaka Koiso

Career summary
June 2013

Director of the Company

May 2014
Apr. 2016

Managing Director
Senior Managing Director

Oct. 2019

Vice President (current position)- 11 -