Securities code: 8892
March 9, 2017
To all shareholders:
4-2-5 Kandasurugadai, Chioyda-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of 22nd Regular General Meeting of Shareholders
Thank you for your ongoing support. We would like to request your attendance at the 22ndRegular General Meeting of Shareholders, which is to be held as outlined below.
If you are unable to attend, you can exercise your voting right using one of the following twomethods. Therefore, please consider the included “Reference Documents for the General
Meeting of Shareholders” and exercise your voting right by the end of our business hours(6:00 p.m.) on Thursday, March 23, 2017.
[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

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

10:00 a.m. March 24th (Fri), 2017
3-1-3 Azuchimachi, Chuo-ku, Osaka-shi, Osaka-fu
Viale Hall, 4th Floor, Viale Osaka(Please refer to the “General Meeting of Shareholders Venue Map” provided at
the end of this document.)
1. Term 22 (January 1 to December 31, 2016)
Contents of business reports and consolidated account statements, as wellas consolidated account statement audit reports from account auditors andthe Auditors Committee
2. Term 22 (January 1 to December 31, 2016)
Items reported in account statements
Disposal of surplus
Election of five Directors (Excluding directors who are Auditor Directors)
Election of one Director as an Auditor Director who can fill a vacancy－1－--------------------------------------------------------------------------------------------------------------------------------------------------------■ 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 (http://www.es-conjapan.co.jp/ir/library/), andtherefore, 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)Statement of 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 (http://www.es-conjapan.co.jp/ir/library/), 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-consolidatedfinancial 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 (http://www.esconjapan.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.

After the General Meeting of Shareholders, a violin concert is planned at the same hall for theenjoyment of our stockholders. We invite you to attend. For more details, please see theenclosed attachment.

－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

2

Items relating to allocation ofdividend assets toshareholders, and total
amount thereof

3

Date on which surplus
dividend takes effectCash

15 yen per normal share in ES-CON JAPAN Ltd.

1,017,011,805 yen

March 27, 2017

－3－Agenda Item 2Election of five Directors(Excluding directors who are Auditor Directors)

The term of office will expire for all six Directors (excluding Directors who are Auditor Directors. The
same shall apply hereafter in this agenda item.) at the end of this General Meeting. Therefore, we
propose the election of five 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 CompanyCompany(Main Concurrent Posts)

Shares OwnedSeptember 2001 - Joined ES-CON JAPAN Ltd.
February 2006 - Operating Officer, ES-CON JAPAN Ltd.
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 JAPAN Ltd.
May 2013 - President and Representative Director,
ES-CON PROPERTY Ltd. (present post)
August 2013 - Head of Development Division,
ES-CON JAPAN Ltd.
July 2014 - Director, ES-CON ASSET MANAGEMENTLtd. (present post)
November 2014 – President and Corporate Officer,
ES-CON JAPAN Ltd. (present post)September 2016 – Director, ES-CON LIVING SERVICE
Ltd. (present post)

990,800

Reappointment

1

Takatoshi Ito(September 1,1971)

Reason for Candidacy as Director
As the President and Director of our company, he has been handling the management ofour company group, has been leading the group with his strong leadership, has contributed
to development and expansion into multiple businesses, has established a firmmanagement foundation, 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.

MinoruNakanishi(September14, 1952)(currently Mizuho Trust & Banking Co., Ltd.)
April 2005 - Executive Officer (Head of Osaka Branch Office)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.

2

March 2013 - Director, ES-CON JAPAN Co., Ltd.
May 2013 - Director, ES-CON PROPERTY, Ltd. (present post)

Reappointment

August 2013 - Head of Management Division,

63,700ES-CON JAPAN Ltd. (present post)
July 2014 - Director, ES-CON ASSET MANAGEMENT,Ltd. (present post)
November 2014 – Operating Officer, ES-CON JAPAN Ltd.
March 2015 - Executive Director, ES-CON JAPAN Ltd.
(present post)
Managing Executive Officer, ESCON JAPAN Ltd.
(present post)
September 2016 – Director, ES-CON LIVING SERVICE
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 was determined that he is an essential
human resource for contributing to the improvement of our company group’s corporate value, and that
he will contribute to sustainable improvement of corporate value in the future. Therefore, we proposethat he be reappointed as a Director.
April 1990 - Joined Hoyu Construction Co., Ltd.

3

TomohikoEgashira(July 1,1965)

January 1992 - Joined Fuji Corporation Limited
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,Reappointment

ES-CON JAPAN Ltd.
February 2013 - Head of Corporate Officer Development

65,000

Division, ESCON JAPAN Ltd.
March 2015 –Director, ES-CON JAPAN Ltd. (present post)
January 2016 – Head of Corporate Officer Development
Division, ESCON JAPAN Ltd. (present post)

Reason for Candidacy as Director
As an Administrator of our company’s development business, he has been handling the multifaceted
development business of our company’s real-estate business including condominiums, hotels, andincome properties, and he has specialized knowledge based on his accomplishments and broad
experience where he took the lead of the whole development business. Because of this, it wasdetermined that he is an essential director, so 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

September 2001 - Joined ES-CON JAPAN Ltd.

Keiko Akashi(December16, 1963)

February 2005 - Head of Sales Integration Dept.,
Residential Development Division, ES-CON JAPAN Ltd.
March 2007 - Head of Business Management Office,
ES-CON JAPAN Ltd.
March 2010 - Director, ES-CON JAPAN Ltd. (present post)
November 2010 - Head of Management Dept.,
ES-CON JAPAN Ltd. (present post)
March 2011 - Head of Business Management Dept.,

4ES-CON JAPAN Ltd.
February 2013 - Head of Planning and Sales Dept.,

259,200

Reappointment

ES-CON JAPAN Ltd.
May 2013 - Director, ES-CON PROPERTY Ltd. (present post)
August 2013 - Head of Planning and Sales Dept.,
November 2014 – ES-CON JAPAN, Ltd.
Operating Officer
March 2015 - ES-CON JAPAN, Ltd.
Executive Director (present post);
ES-CON JAPAN, Ltd. Managing Executive Officer(present post)
September 2016 – President and Representative Director,
ES-CON LIVING SERVICE Ltd. (present post)

Reason for Candidacy as Director
As the Administrator of our company’s Sales Planning Division, she has been handlingsales of condominiums, has taken the lead in the real-estate business, which is our corebusiness, and has specialized knowledge based on broad experience including being
President of ES-CON LIVING SERVICE Ltd., which was established during the previous
consolidated accounting fiscal year and was established to improve the real-estate
operation business, and which is one of the business growth strategies for the next stage ofour company group. Therefore, it was determined that she is an essential Director and we
propose that she be reappointed as a Director.

－6－CandidateNo.

Name(Date of Birth)

Reappointment

5

Junya Kikuchi(October 1,1967)

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 – Representative Director, WIN Consulting(present post)
June 2005 - Director, Nissei Build Kogyo Co., Ltd.
(present post)
November 2009 - Auditor, Seiryu Asset Management Co.,
Ltd. (present post)
Auditor, Sanai Housing Co., Ltd. (present post)
March 2010 - Director, ES-CON JAPAN Ltd.
(present post)
February 2013 – Director, NB Construction Co., Ltd.
(present post)
January 2014 – Representative director, IntegratedSolutions Co., Ltd. (present post)
June 2014 – Representative employee, Hoyu Certified
Public Accountant Office (current post)
Representative, NB Networks (current post)

Number ofCompany
Shares Owned

213,400(Main concurrent posts)
Representative director, WIN Consulting Co., Ltd.
Representative employee, Tomodomo Audit Corporation
Representative director, Integrated Solutions Co., Ltd.
Representative director, NB Networks Co., Ltd.
Director, Nissei Build Kogyo Co., Ltd.
Auditor, Seiryu Asset Management Co., Ltd.
Auditor, Sanai Housing Co., Ltd.
Auditor, NB Construction 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. 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, ourcompany 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 shall bear the legally
established minimum limit of liability.

－7－Agenda Item 3

Election of one Director to be Deputy Auditor

In order to prevent the number of Auditors from falling below the legally established requirement, wepropose the election of one Deputy Auditor.
Moreover, this agenda item has been approved by the Auditors Committee.
The Deputy Auditor candidate is as follows:
Name(Date of Birth)History and Position(Main Concurrent Posts)

Tadashi Fukuda (b.
March 4, 1953)

April 1986 – Registered as lawyer
Joined Daiichi Law Office(Currently Daiichi Law Office, P.C.)
December 2012 – Outside Auditor, ES-CON JAPAN Ltd.
June 2015 – Outside Director, SHINYEI KAISHA(present post)
Outside Auditor, EXEDY Corporation (present post)
March 2016 – Outside Auditor, ES-CON JAPAN Ltd.
Executive Partner, Daiichi Law Office, P.C. (present post)
Jun 2016 – Outside auditor, Mitsubishi Tanabe Pharma
Corporation (present post)

Number ofCompany Shares
Owned0(Main concurrent post)
Outside Director, SHINYEI KAISHA
Outside Auditor, EXEDY Corporation
Executive Partner, Daiichi Law Office, P.C.
Outside auditor, Mitsubishi Tanabe Pharma
Corporation

Note: 1. There are no special interests between this candidate and our company.
2. Tadashi Fukuda is a candidate for deputy Outside Auditor.
3. The reason for nominating Tadashi Fukuda as a deputy Outside Auditor is that he has awealth of experience as a lawyer and extensive expertise, which will be reflected in audits
for ES-CON JAPAN Ltd. The candidate does not have previous experience other thancontributing to the company as an Outside Director, but it has been decided that he iscapable of performing the duties of an Outside Director for the reasons stated here.
4. If Tadashi Fukuda is elected to the position of Director who is a member of the Auditor
Committee, ES-CON JAPAN Ltd. will execute a limited liability agreement with him in
accordance with Article 427, Paragraph 1 of the Companies Act.
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 shall bear the legally
established minimum limit of liability.

－8－