Securities code: 8892
March 11, 2020
To all shareholders:
2-10-4 Toranomon, Minato-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of 25th Regular General Meeting of Shareholders
Thank you for your ongoing support.
We request your attendance at the 25th Regular General Meeting of Shareholders. Information on
the Meeting is provided below.
If you are unable to attend, you may exercise your voting rights in either of the two ways
given below. Refer to the “Reference Documents for the General Meeting of Shareholders” inthe following pages and exercise your voting rights no later than 6:00 p.m. on Wednesday,
March 25, 2020.
[Exercising Voting Rights by Post Mail]
Give either your approval or disapproval of each agenda item in the enclosed Voting Right
Execution Form, and then return so that it will be received by the above deadline.
[Exercising Voting Rights via the Internet, etc.]
Enter your approval or disapproval of each agenda item by the above deadline.

1. Date and time
2. Location
3. Objectives
Reported items

10:00 a.m. March 26 (Thu.), 2020
8-1 Akasaka 1-chome, Minato-ku, Tokyo
Akasaka Intercity Conference the AIR, 4th Floor, Akasaka Intercity AIR
1. Term 25 (January 1 to December 31, 2019)
Contents of business reports and consolidated account statements, as wellas consolidated account statement audit reports from account auditors andthe Auditors Committee
2. Term 25 (January 1 to December 31, 2019)
Items reported in account statements-1-

Items for voting
Agenda Item 1
Agenda Item 2
Agenda Item 3
Agenda Item 4
Agenda Item 5

Disposal of surplus
Election of five directors (excluding directors who are auditor directors)
Election of three directors who are auditor directors
Election of one director as reserve auditor director to fill potential vacancy
Continuation and partial revision of performance-based stock reward
system for directors (excluding directors who are auditor directors andexternal directors)---------------------------------------------------------------------------------------------------------------------------------------------------------- Please submit the enclosed form for Exercise of Voting Right to the reception desk at the venue when you arrive.
 According to laws and ordinances, and the provision in Article 17 of our company’s Articles of Incorporation, thefollowing items are posted online on our company’s website (https://www.es-conjapan.co.jp/investor/library.php),
and therefore, are not included in the Reference Documents of this announcement.
(1) Consolidated statement of changes in net assets, (2) Notes to consolidated financial statements, (3) Statementof changes in net assets, (4) Notes to non-consolidated financial statements
Moreover, in addition to each reference document included in this announcement, of the account statements posted
online at our company’s website (https://www.es-conjapan.co.jp/investor/library.php) the consolidated accountstatements and account statements that are audited by the Auditor Committee and account auditors are the“Consolidated statement of changes in net assets” and “Notes to consolidated financial statements” of theconsolidated account statements, and “Statement of changes in net assets” and “Notes to non-consolidated financial
statements.”
 Any revisions to the reference documents for the General Meeting of Shareholders, business reports, consolidated
account statements, and statement documents will be posted on our website (https://www.es-conjapan.co.jp/).
 Exercise of a voting right by proxy shall be possible only if the person commissioned as a proxy is a shareholder
with voting rights. Furthermore, only one proxy can be used.
 No souvenirs will be provided to shareholders attending the Regular General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Agenda Items and References
Agenda Item 1

Disposal of surplus

ES-CON JAPAN Ltd. views the returning of profits to all of its shareholders as one of its main tasks,
and its basic policy is to make decisions after comprehensively taking into consideration performance,
replenishment of internal reserves, and dividend trends, etc., and to return profits to shareholders in an
ongoing and stable manner corresponding to the company’s growth potential.
Based on this policy, dividends at the end of the current term will be as follows:

1 Type of dividend assets

Items relating to allocation of
2 dividend assets toshareholders, and total
amount thereof

3

Date on which surplus
dividend takes effectCash

36 yen per share of common stock of ES-CON JAPAN Ltd.

2,490,029,532 yen

March 27, 2020-3-

Agenda Item 2Election of five directors(excluding directors who are auditor directors)

Except for directors who are auditor directors (the same applying hereafter), the term of office will
expire for all five directors at the end of this General Meeting. We therefore propose the election offive directors.
Moreover, regarding this agenda item, the Auditor Committee has examined each candidate, andstated that there are no issues needing to be pointed out.
Candidates are as follows:
Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

September 2001 - Joined ES-CON JAPAN Ltd.
February 2006 - Operating Officer, ES-CON JAPAN Ltd.
Takatoshi Ito(September 1,

1

1971)

March 2007 - Managing Director, ES-CON JAPAN Ltd.
November 2010 - Head of Business Division, ES-CON
JAPAN Ltd.
March 2011 - President and Representative Director,
ES-CON JAPAN Ltd. (present post)
January 2012 - Head of Tokyo Office, ES-CON JAPANLtd.
May 2013 - President and Representative Director,
ES-CON PROPERTY Ltd.
August 2013 - Head of Development Division, ES-CON
JAPAN Ltd.
July 2014 - Director, ES-CON ASSET MANAGEMENT

Reappointment

Ltd. (present post)

1,204,700

November 2014 - President and Corporate Officer,
ES-CON JAPAN Ltd. (present post)
September 2016 - Director, ES-CON LIVING SERVICE
Ltd. (present post)
July 2018 - Director, ES-CON PROPERTY Ltd. (present
post)
July 2019 - Director, One’s Own House Co., Ltd.
(currently ES-CON HOME Ltd.) (present post)
July 2019 - Director, Rise Home Co., Ltd. (currently
ES-CON CRAFT Ltd.) (present post)
December 2019 - Director, ES-CON GLOBAL WORKS
Ltd. (present post)
January 2020 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)
Reason for Candidacy as Director
As the President and Director of our company, he has been handling the management of ourcompany group, has been leading the group with his strong leadership, has contributed todevelopment and expansion into multiple businesses, has established a firm managementfoundation, and possesses abundant knowledge of overall business management. Therefore,
we propose that he be reappointed as a director so as to continue contributing to the functional
enhancement of the Board of Directors.

-4-Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1975 - Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)

MinoruNakanishi(September
14, 1952)

April 2005 - Executive Officer (Head of Osaka Branch
Office), Mizuho Trust & Banking Co., Ltd.
April 2008 - Joined SOKEN Co., Ltd.
Inaugurated as Senior Managing Director
August 2011 - Joined ES-CON JAPAN Ltd.
June 2012 - Executive Officer (Head of Finance andAccounting Dept.), ES-CON JAPAN Ltd.
March 2013 - Director, ES-CON JAPAN Co., Ltd.
May 2013 - Director, ES-CON PROPERTY, Ltd. (present
post)

2

August 2013 - Head of Management Division, ES-CON
JAPAN Ltd. (present post)
July 2014 - Director, ES-CON ASSET MANAGEMENT,

145,500

Reappointment

Ltd. (present post)
November 2014 - Operating Officer, ES-CON JAPANLtd.
March 2015 - Executive Director, ES-CON JAPAN Ltd.
Managing Executive Officer, ES-CON JAPAN Ltd.
September 2016 - Director, ES-CON LIVING SERVICE
Ltd. (present post)
March 2017 - Senior Managing Director, ES-CON JAPANLtd. (present post)
Senior Executive Officer, ES-CON JAPAN Ltd.
(present post)
December 2019 - Director, ES-CON GLOBAL WORKS
Ltd. (present post)
Reason for Candidacy as Director
As an administrator of our company, he has been supervising administrative divisions
including Finance/Accounting, Personnel, General Affairs, and Legal Affairs, and took the
initiative to establish a firm management foundation as a defensive keystone. It wasdetermined that he is an essential human resource for contributing to the improvement of ourcompany group’s corporate value, and that he will contribute to sustainable improvement ofcorporate value in the future. Therefore, we propose that he be reappointed as a director.

-5-Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1990 - Joined Hoyu Construction Co., Ltd.
January 1992 - Joined Fuji Corporation Limited

Tomohiko
Egashira(July 1,
1965)

April 2002 - Joined ES-CON JAPAN Ltd.
January 2012 - Head of Corporate Officer Division,
ES-CON JAPAN Ltd.
July 2012 - Head of Corporate Officer Tokyo Division,
ES-CON JAPAN Ltd.

3

February 2013 - Head of Corporate Officer Development
Division, ESCON JAPAN Ltd.
March 2015 - Director, ES-CON JAPAN Ltd.

Reappointment

January 2016 - Head and Corporate Officer ofDevelopment Division, ES-CON JAPAN Ltd. (present

136,000

post)
March 2017 - Managing Director, ES-CON JAPAN Ltd.
(present post)
Managing Executive Officer, ES-CON JAPAN Ltd.
(present post)
November 2017 - Head of Fukuoka Branch Office,
ES- CON JAPAN Ltd.
July 2018 - Director, ES-CON PROPERTY Ltd. (present
post)
Reason for Candidacy as Director
As the Head of the Development Division, Mr. Egashira has handled real estatedevelopments in various sectors, including condominiums, hotels, and income properties. He
brings with him a proven track record for leading the overall real estate development
business, as well as a reputation for keen judgment based on extensive experience. We
believe he is ideally suited to serve as a director, and propose his reappointment.

-6-

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

April 1986 - Joined Chubu Electric Power Co., Inc.
July 2011 - General Manager, HR/Labor and Operations
Kenji Fujita(April 14,
1963)Group, Chubu Electric Power Co., Inc.
July 2013 - General Manager, HR Division, and General
Manager, Labor and Operations Division, Chubu
Electric Power Co., Inc.
July 2014 - General Manager, Land Affairs Division,
Okazaki Branch, Chubu Electric Power Co., Inc.
April 2016 - General Manager, Land Affairs Division,
Power Networks Company, Chubu Electric Power

3,000

Co., Inc.
March 2019 - Director, ES-CON JAPAN Ltd. (present
post)

Reappointment

4

Operating Officer, ES-CON JAPAN Ltd. (present post)
Head of General Affairs Department, ES-CON JAPANLtd.
January 2020 - Head of President’s Office, ES-CON
JAPAN Ltd. (present post)
Reason for Candidacy as Director
With a wealth of experience and strong track record of achievement acquired as the HR
Division General Manager and Land Affairs Division General Manager with Chubu ElectricPower Co., Inc., Mr. Fujita plays a key role in the administration of our company as Head ofGeneral Affairs and has also contributed to the building of friendly relations with Chubu
Electric Power Co., Inc. In light of the high level of insight he possesses as a result of thisexperience and track record, it was determined that he is an essential director, so we
propose that he once again be appointed as a director.

-7-

Candidate
No.

Name
(Date of Birth)

Junya Kikuchi(October 1,

Reappointment

5

1967)

History and Position /Area of Responsibility in Our Company(Main Concurrent Posts)

October 1992 - Joined KPMG Century Auditing
Corporation (currently Ernst & Young ShinNihon
LLC)
April 1996 - Joined Hokuto Auditing Corporation(currently Gyosei & Co.)
June 2004 - Partner, Win Consulting Tax & Co. (currently
Alpha Consulting) (present post)
June 2005 - Part-time Director, Nissei Build Kogyo Co.,Ltd.
November 2009 - Part-time Director, Seiryu AssetManagement Co., Ltd. (present post)
Part-time Director, Sanai Housing Co., Ltd. (present
post)
March 2010 - Director, ES-CON JAPAN Ltd. (present
post)
January 2014 - Representative Director, Integrated
Solutions Co., Ltd.
June 2014 - Employee, Yuho Audit Corporation
Representative, NB Networks
August 2017 - Part-time Director, P-PARKINGINTERNATIONAL PTE LTD
October 2018 - Director, Space Value Holdings Co., Ltd.
(present post)
May 2019 - Employee, Yuho Audit Corporation (present
post)

Number ofCompany
Shares Owned

216,200(Main concurrent posts)
Employee, Alpha Consulting
Employee, Yuho Audit Corporation
Part-time Auditor, Seiryu Asset Management Co., Ltd.
Part-time Auditor, Sanai Housing Co., Ltd.
Director, Space Value Holdings Co., Ltd.
Reason for Candidacy as Director
Based on his abundant experience as a certified public accountant, and his specialized
knowledge due to his abundant experience and accomplishments as a long-time corporate
manager, it was determined that he is an essential director, so we propose that he bereappointed as a director.
(Note)

1. There are no special interests between these candidates and our company.
2. ES-CON JAPAN Ltd. has executed a limited liability agreement with Junya Kikuchi
as per Japan Companies Law No. 427-1. If selection of this candidate is approved,
our company plans to conclude an agreement of the same content.
The following is an overview of this agreement: In the event that a director (excluding personnel who are managing directors)
causes ESCON JAPAN Ltd. to bear liability for compensation for damages due
to his/her own negligence in the performance of his/her duties, that director shallbear the legally established minimum limit of liability.

-8-Agenda Item 3

Election of three directors who are auditor directors

The term of office will expire for all three directors who are auditor directors at the end of this
General Meeting. We therefore propose the election of three directors who are auditor directors.
Moreover, this agenda item has been approved by the Auditors Committee. The reserve auditor
director candidate is as follows:
Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

New appointment

1

Masayoshi
Nishitake(September 9,
1962)

April 1986 - Joined Daiwa Bank, Limited (currently
Resona Bank, Limited)
November 2005 - General Manager, Sales Dept. No.1,
Kameido Branch and Kinshicho Branch, Resona
Bank, Limited
June 2007 - Branch Manager, Kitakyushu Branch,Resona Bank, Limited
July 2010 - General Manager, Sales Dept. No.3,
Ueno/Nippori Area, Resona Bank, Limited
October 2012 - Head, Payment Solution Section,
Corporate Solution Sales Dept., Resona Bank,
LimitedApril 2018 - Executive Officer and General Manager,
Product Development Sales Dept., Resona Kessai
Service Co., Ltd. (present post)

0

Reason for Candidacy as External Director
Mr. Nishitake has a wealth of experience and strong track record of achievement acquired
at a financial institution. In light of the high level of insight he thereby possesses, it wasdetermined that he is an essential external director, so we propose that he be appointed as
an external director. Although the candidate has had no previous involvement in thecompany’s management other than as an external director, he is deemed capable ofperforming the duties of an external director for the reasons stated above.

-9-

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1986 - Joined KPGM Asahi Shinwa Accounting,
Inc. (currently KPMG AZSA LLC)
HirotoMizobata(July 31, 1963)

March 1988 - Registered as a certified public accountant
December 1991 - Registered as a tax accountant
March 1992 - Representative, Mizobata CPA Office(present post)
March 2015 - Auditor, ES-CON JAPAN Ltd.
June 2015 - External Director (Auditor Director), Yamaki
Co., Ltd. (present post)

Reappointment

2

External Director, Kyocera Corporation (present post)

3,700

March 2016 - Director (Auditor Director), ES-CON
JAPAN Ltd. (present post)
January 2020 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)(Main concurrent posts)
Representative, Mizobata CPA Office
External Director (Auditor Director), Yamaki Co., Ltd.
External Director, Kyocera Corporation
Reason for Candidacy as External Director

With his wealth of experience and wide-ranging insights gained as a certified public
accountant, tax accountant, and corporate manager, he is able to provide
appropriate advice concerning our business activities and our overall management.
We therefore deem that he is able to properly carry out his duties as an external
director. Although he is currently an external director of the company (auditor
director), his term of office as an external director of the company (auditor director)
will extend four years from the end of this General Meeting.

- 10 -

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

Tadashi
FukudaNew appointment

3(March 4,
1953)

April 1986 - Registered as lawyer
Joined Daiichi Law Office (Currently Daiichi Law
Office, P.C.)
June 2000 - External Auditor, Shinyei Kaisha
December 2012 - External Auditor, ES-CON JAPAN Ltd.
June 2015 - External Director, Shinyei Kaisha
External Auditor, EXEDY Corporation (present post)
March 2016 - External Auditor, ES-CON JAPAN Ltd.
Executive Partner, Daiichi Law Office, P.C. (present
post)June 2016 - External auditor, Mitsubishi Tanabe Pharma
Corporation (present post)0(Main concurrent posts)
Representative, Mizobata CPA Office
External Director (Auditor Director), Yamaki Co., Ltd.
External Director, Kyocera Corporation
Reason for Candidacy as Reserve Director

The reason for nominating Tadashi Fukuda as an external director is that he has awealth of experience as a lawyer and extensive expertise, which will be reflected inmanagement of ES-CON JAPAN Ltd. The candidate does not have previous
experience other than contributing to the company as an external director, but it has
been decided that he is capable of performing the duties of an external director forthe reasons stated here.
(Note)

1. There are no special interests between this candidate and our company.
2. Mr. Nishitake, Mr. Mizobata and Mr. Fukuda are candidates for external director.
3. Mr. Mizobata and Mr. Fukuda have served as non-managing directors of ES-CON
JAPAN Ltd. (auditors) in the past.
4. Mr. Fukuda served as an external director at Shinyei Kaisha until June 2017. Afterhe left that post, it was revealed that improper business had been conducted at aconsolidated subsidiary of that company while he served in that post. He was notaware of this misconduct until it was revealed, but he has cautioned the companyof the importance of legal compliance at day-to-day meetings of the board of
directors.
5. ES-CON JAPAN Ltd. has executed a limited liability agreement with Mr. Mizobata
in accordance with Japan Companies Law No. 427-1. If his appointment isapproved, ES-CON JAPAN Ltd. will maintain such an agreement with him undersimilar terms. If the appointments of Mr. Nishitake and Mr. Fukuda are approved,
ES-CON JAPAN Ltd. will execute limited liability agreements with them undersimilar terms.
The following is an overview of this agreement: In the event that a director (excluding personnel who are managing directors)
causes ES-CON JAPAN Ltd. to bear liability for compensation for damages due
to his/her own negligence in the performance of his/her duties, that director shallbear the legally established minimum limit of liability.
6. ES-CON JAPAN Ltd. has notified the Tokyo Stock Exchange that Mr. Mizobata is
an independent officer. If his election is approved, we plan to notify the Tokyo
Stock Exchange that he will continue to serve as an independent officer.
Mr. Fukuda meets the requirements for independent officer prescribed by the
Tokyo Stock Exchange. If his election is approved, we plan to appoint him as anindependent officer.

- 11 -

Agenda Item 4Election of one director as reserve auditor director to fillpotential vacancy

In order to prevent the number of auditors from falling below the legally established requirement, we
propose the election of one director as reserve auditor director to fill potential vacancy.
Moreover, this agenda item has been approved by the Auditors Committee.
The reserve auditor director candidate is as follows:
Name(Date of Birth)Tomonao Iechika(May 7, 1976)

History and Position(Main Concurrent Posts)

October 2005 - Registered as lawyer
Joined Daiichi Law Office (Currently Daiichi Law Office,
P.C.)
July 2010 - Dispatched to the Inspection Bureau, Financial
Services Agency
January 2015 - Partner, Daiichi Legal Professional
Corporation (present post)

Number ofCompany Shares
Owned

31,300(Main concurrent posts)
Partner, Daiichi Legal Professional Corporation
Reason for Candidacy as Reserve Director

The reason for nominating Tadashi Fukuda as an external director is that he has a wealth ofexperience as a lawyer and extensive expertise, which will be reflected in management of ESCON JAPAN Ltd. The candidate does not have previous experience other than contributing to
the company as an external director, but it has been decided that he is capable of performing
the duties of an external director for the reasons stated here.

Note: 1. There are no special interests between this candidate and our company.
2. Mr. Iechika is a candidate for deputy external director.
3. If the appointment of Mr. Iechika is approved and he is elected to the position of director who isalso a member of the Auditor Committee, ES-CON JAPAN Ltd. will execute a limited liability
agreement with him in accordance with Japan Companies Law No. 427-1.
The following is an overview of this agreement: In the event that a director (excluding personnel who are managing directors)
causes ES-CON JAPAN Ltd. to bear liability for compensation for damages due tohis/her own negligence in the performance of his/her duties, that director shall bear
the legally established minimum limit of liability- 12 -

Agenda Item 5

Continuation and partial revision of performance-based stock reward
system for directors (excluding directors who are auditor directors andexternal directors)

1. Reasons for the proposal and why the reward is deemed appropriate
With this agenda item, we are asking for the approval of the continuation and partial revision of theperformance-based stock reward system (hereinafter the “System”) for ES-CON JAPAN’s directors(excluding directors who are auditor directors and external directors) (hereinafter the “Directors”)
introduced from fiscal 2015.
The System was introduced with the aim of further clarifying remuneration for Directors and therelationship between ES-CON JAPAN’s performance and stock price, with Directors not only benefitingfrom a rise in stock price but also sharing the same risks as shareholders in relation to declines in stock
price, thereby increasing awareness of the effects medium- to long-term performance has on corporate
value. We therefore believe that such remuneration is appropriate.
Specifically, we request approval of the payment to Directors of performance-based stock rewards inaddition to and separate from the maximum amount of compensation for Directors approved at the 21stRegular General Meeting of Shareholders held on March 25, 2016 (annual amount of no more than 400
million yen).
Note that we would like the amount of a compensation for Directors to not include the employee salaries
they continue to receive for their concurrent roles as employees. If Agenda Item 2 is approved andadopted without modification, the number of Directors subject to this agenda item will be four.
2. Continuation of the System
The System is an incentive system by which ES-CON JAPAN contributes money to a trust (hereinafter
the “Trust”) (the upper limit of which is as per section 3. (2) below), with the Trust acquiring shares of
ES-CON JAPAN using the applicable money as capital. Shares of ES-CON JAPAN or money
equivalent to the fair market value of shares of ES-CON JAPAN (hereinafter “shares etc. of ES-CON
JAPAN”) will be granted to Directors through the Trust in accordance with factors such as the level of
performance achieved.
3. Partial Revision to the System(1) Target period after the continuation of the System
ES-CON JAPAN obtained approval for the introduction of the System with a target period of fivefiscal years from the fiscal year closing at the end of December 2015 until the fiscal year closing at
the end of December 2019 at the 20th Regular General Meeting of Shareholders held on March 20,
2015, and again obtained approval for the System at the 21st Regular General Meeting of
Shareholders held on March 25, 2016, coinciding with ES-CON JAPAN’s transition to a company
with an audit committee.
ES-CON JAPAN will implement the System in a continuous manner by contributing additional
money on the condition that approval is obtained at the General Meeting of Shareholders. In the
System, the target period of ES-CON JAPAN’s third medium-term management plan “IDEAL to
REAL 2022” (hereinafter the “third medium-term management plan”) comprised of the period
lasting three fiscal years from the fiscal year closing at the end of December 2020 until the fiscal
year closing at the end of December 2022, as well as each subsequent period of three fiscal years(hereinafter respectively referred to as “target periods”), has been set as the target period.
(2) Amount of money contributed to the Trust
ES-CON JAPAN will contribute money with an upper limit of 330 million yen (Note), calculated bymultiplying 110 million yen per fiscal year by the target period, to the Trust as funds for acquisitionof shares of ES-CON JAPAN to grant shares, etc. of ES-CON JAPAN to ES-CON JAPAN’s
directors, on the condition that approval is obtained at the General Meeting of Shareholders.
Moreover, after the expiration of the first target period and until the end of the System, ES-CON
JAPAN shall make additional contributions not exceeding the amount calculated by multiplying 110
million yen per fiscal year by the target period in each target period.
However, when making contributions or additional contributions, when there are residual company
shares (excluding items for which granting to ES-CON JAPAN’s directors has not been completedwith shares of ES-CON JAPAN in proportion to the number of points assigned to ES-CON
JAPAN’s directors in each target period) and money (hereinafter collectively referred to as “residual
shares, etc. immediately before the start of the target period”), the total amount of the residual
shares, etc. immediately before the start of the target period and the amount of the trust money
which will be additionally contributed shall be within the range of the upper limit of the trust money
approved at the General Meeting of Shareholders.

- 13 -

(Note) The money to be allocated to trust expenses for the Trust and expenses for system
operation such as trust fee will not be included in 330 million yen, which is the upper limit of
the funds for acquisition of shares of ES-CON JAPAN mentioned above, and additional
contribution of necessary money can be made.
(3) Calculation method and upper limit of number of shares to be granted to ES-CON JAPAN’s
directors
After the continuation of the System, consolidated operating income and total shareholder return(TSR) shall be adopted as the method for calculating the number of shares of ES-CON JAPAN to
be granted to ES-CON JAPAN’s directors, with an aim to provide incentive for business execution
conscious of sustainable growth and setting as clear indicators from the viewpoint of shareholders
the return of profits to shareholders and enhancement of corporate value. Specifically, ES-CON
JAPAN will assign points (hereinafter the “annually assigned points”) in accordance with the statusof achievement of the goal on consolidated operating income (hereinafter the “performance-based
coefficient (1) (*1)”) based on the number of standard shares for each position stipulated at the
beginning of the fiscal year in the third medium-term management plan, and the annually assigned
points assigned to the subject parties will be accumulated (hereinafter the “cumulative assigned
points during the target period”) in the performance for the fiscal year ending December 2022, thefinal fiscal year in the third medium-term management plan. The obtained points (hereinafter the“assigned points ultimately decided”) will be calculated by multiplying the cumulative assigned
points during the target period by the rate of deviation between ES-CON JAPAN’s TSR and theTSE First Section Real Estate TOPIX (hereinafter the “performance-based coefficient (2) (*2)”)during the period of the third medium-term management plan. The points are converted at a rate of
one company share for every 10 points when granting shares. However, when a stock split, freestock allocation or reverse stock split, etc. has been carried out with regards to the shares of ESCON JAPAN after the approval of this proposal, the conversion rate shall be adjusted appropriately
in accordance with the relevant rate, etc. The upper limit per fiscal year of the number ofcumulative points assigned to ES-CON JAPAN’s directors shall be 1,100,000 points (110,000
shares). The upper limit of the number of shares of ES-CON JAPAN acquired by the Trust in eachtarget period is 3,300,000 points (330,000 shares), which is equivalent to the number calculated bymultiplying the upper limit of the number of annually assigned points by three, the number of fiscal
years during the target period.
(*1) Performance-based coefficient (1) will be determined within the range between 0.0 and 1.5 inaccordance with the achievement rate of the forecast operating income on a consolidated
basis.
(*2) Performance-based coefficient (2) will be determined within the range between 0.5 and 1.0 bycomparing ES-CON JAPAN’s TSR with the TSE First Section Real Estate TOPIX during thetarget period and based on the rate of deviation between them.
(4) Method of share acquisition by means of the Trust
The acquisition of shares of ES-CON JAPAN by the Trust is scheduled to be made through thedisposal of treasury shares or from the stock market within the range of the upper limit of theamount of trust money and the number of acquired shares in 3. (2) and (3) above.
(5) Granting of shares of ES-CON JAPAN to ES-CON JAPAN’s directors
When the directors of ES-CON JAPAN fulfill beneficiary requirements, payment of money will also
be made as follows in addition to the granting of shares made previously.
Accordingly, shares of ES-CON JAPAN equivalent to 70% of the total number of points assigned
based on the System before the revision and the number of assigned points ultimately decided
assigned based on the System after the revision will be granted to ES-CON JAPAN’s directors. As
for shares of ES-CON JAPAN equivalent to 30% of the total points, the money equivalent to the fairmarket value of shares of ES-CON JAPAN will be granted instead of shares of ES-CON JAPANfrom the perspective of securing funds for tax payment. In addition, as for the total amount ofshares of ES-CON JAPAN equivalent to the total number of points assigned based on the Systembefore the revision and the number of assigned points ultimately decided assigned based on the
System after the revision, money equivalent to the fair market value of shares of ES-CON JAPANwill be granted instead of shares of ES-CON JAPAN to the heir in the case the director of ES-CON
JAPAN passes away during the trust term. Furthermore, the total amount of shares of ES-CON
JAPAN equivalent to the total number of points assigned based on the System before the revisionand the number of assigned points ultimately decided assigned based on the System after therevision will be granted to directors who will retire at their own convenience.

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4. Overview of the System after Revision(1) Overview of the System
The System is an incentive system in which ES-CON JAPAN contributes money to the Trust (theupper limit of which is as per section 3. (2) above), with the Trust acquiring shares of ES-CON
JAPAN with the applicable money as capital, and shares, etc. of ES-CON JAPAN being granted to
ES-CON JAPAN’s directors through the Trust in accordance with the performance achievement
rate, etc.
Moreover, the shares, etc. will be granted to the director of ES-CON JAPAN when the said director
retires from the position of director.
(2) System beneficiaries
Directors of ES-CON JAPAN (excluding external directors and auditors)(3) Target period
Three fiscal years from the fiscal year closing at the end of December 2020 until the fiscal year
closing at the end of December 2022 and each subsequent period of three fiscal years.
(4) Establishment of the trust associated with operation of the System
ES-CON JAPAN shall establish and operate the following trust for operating the System based on
mutual agreement with the trustee.
(1) Resolutions of general meeting of shareholders[Trust settlor]
ES-CON JAPAN(3) Change inthe trustagreement
and entrustmentof additionalmoney(4) Shares of
ES-CON JAPAN(4) Shares of
ES-CON JAPAN(4) Payment of the
price

Stock Market(2) Change in officer stock
ownership regulations[Beneficiaries]
ES-CON JAPAN’s Directors(6) Granting of shares, etc.
of ES-CON JAPAN[Trustee]
Resona Bank
(4) Payment of the price[Trust administrator](5) No exercise of voting rights(1) ES-CON JAPAN shall obtain a resolution for approval at the General Meeting of
Shareholders concerning continuation and partial revision of the System.
(2) ES-CON JAPAN shall change officer stock ownership regulations within the scope
approved by the General Meeting of Shareholders.
(3) ES-CON JAPAN shall change the existing trust agreement and entrust additional money
within the scope approved by the General Meeting of Shareholders.
(4) The Trust shall acquire shares of ES-CON JAPAN through the stock market, etc. or by themethod of underwriting ES-CON JAPAN’s disposal of treasury shares by using money
entrusted in (3) above.
(5) Voting rights shall not be exercised during the trust term with regard to shares of ES-CON
JAPAN under the Trust.
(6) During the trust term, the beneficiaries will be assigned points in accordance with theposition and the performance achievement rate of the beneficiaries based on the
stipulations of the officer stock ownership regulations in (2) above. Shares, etc. of ES-CON
JAPAN will be granted to directors who have fulfilled the beneficiary requirements
stipulated in the officer stock ownership regulations to a certain degree, including when adirector resigns, at the number in accordance with the number of points assigned.

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(5) Trust term
From April 1, 2015, to the closing of the Trust (No specific closing date is determined for the trust
term of the Trust and the Trust shall continue as long as the System continues. The System shallend due to delisting of shares of ES-CON JAPAN or abolishment, etc. of the officer stock
ownership regulations.)(6) Upper limit of money and the number of shares to be contributed by ES-CON JAPANAs described in 3. (2) and (3) above.
(7) Method of acquisition of shares of ES-CON JAPAN by the Trust
The Trust shall acquire shares of ES-CON JAPAN through financial instrument exchange markets,
etc. or by the method of underwriting ES-CON JAPAN’s disposal of treasury shares within theupper limit of the amount of money to be contributed in to the Trust in (6) above.
(8) Calculation method and upper limit of number of shares of ES-CON JAPAN to be granted tobeneficiaries
As described in 3. (3) above.
(9) Timing of granting of shares of ES-CON JAPAN to beneficiaries
When a director of ES-CON JAPAN resigns and has fulfilled the beneficiary requirements, there
shall be granting of the number of shares, etc. of ES-CON JAPAN in accordance with the total
number of the points assigned based on the System before the revision and the number ofassigned points ultimately decided assigned based on the System after the revision, at the time ofretirement by means of the prescribed beneficiary definition procedure.
(10) Exercise of voting right of shares of ES-CON JAPAN within the Trust
Voting rights pertaining to shares of ES-CON JAPAN within the Trust shall not be exercised without
any exception in order to secure independence of ES-CON JAPAN’s management from the Trust.
(11) Handling of dividends of shares of ES-CON JAPAN within the Trust
Dividends pertaining to shares of ES-CON JAPAN within the Trust shall be received by the Trust,and used for trust-related expenses such as acquisition of shares of ES-CON JAPAN and trust
fees, etc. Moreover, when the Trust closes, it is planned that the dividends remaining in the Trust
are to be granted to beneficiaries of the System who are in office at that point in time byproportionally dividing the dividends in accordance with the accumulated points of each individual
or donated to public interest corporations.
(12) Handling at the closing of the Trust
The Trust shall be closed in the event the shares of ES-CON JAPAN are delisted or the officer
stock ownership regulations are abolished, etc.
Of the residual assets of the Trust when it is closed (excluding shares planned to be granted todirectors in office at the time of the closing of the Trust with the possibility of fulfilling the beneficiary
requirements), shares of ES-CON JAPAN shall be cancelled or donated to public interest
corporations based on a resolution of the board of directors, after all of the shares of ES-CON
JAPAN having been acquired by ES-CON JAPAN at no cost. Of the residual assets of the Trustwhen it is closed, money shall be paid to the beneficiaries of the System who are in office at thatpoint in time by proportionally dividing the money in accordance with the accumulated points ofeach individual or donated to public interest corporations.

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