To Our shareholders
Security Code: 8897
June 5, 2024
(Date of commencement of electronic provision measures: June 3, 2024)
Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, JapanMIRARTH HOLDINGS, Inc.
Kazuichi Shimada, President and Representative Director, CEO

Notice of the 52nd Ordinary General Meeting of Shareholders
MIRARTH HOLDINGS, Inc. (the “Company”) announces that it will hold the 52nd Ordinary General Meeting of Shareholders
as described below.
In convening the General Meeting of Shareholders, measures are taken to provide information that constitutes the content ofreference documents, etc. for the general meeting of shareholders in electronic format (matters concerning the measures forelectronic provision). Please visit the Company’s website below for the information.
The Company’s website

https://mirarth.co.jp/ir/procedure/

As the information is also posted on the website of the Tokyo Stock Exchange (TSE) as stated below, in addition to the website
above, please access the TSE website (Listed Company Search), enter and search for the name of the stock (MIRARTHHOLDINGS, Inc.) or securities code, and select “Basic Information” or “Documents for public inspection/PR information” toexamine the information.
Tokyo Stock Exchange website

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

You may exercise your voting rights in advance in writing or via the internet in lieu of voting in person at the meeting. After
reviewing the reference documents for the general meeting of shareholders that are included in the matters concerning themeasures for electronic provision, please exercise your voting rights following the instructions below no later than 6:00 p.m.
on Tuesday, June 25, 2024 (Japan time).
This General Meeting of Shareholders will be streamed live via the Internet, so that shareholders who are unable to attend themeeting in person can also view the meeting. Please see the “Information on Live Streaming via the Internet” below for moredetails.
Date and Time:
10:00 a.m. on Wednesday, June 26, 2024 (reception starts at 9:30 a.m.)
Place of the Meeting:Tekko Conference Room, 4th Fl., South Tower, Tekko Building,
1-8-2, Marunouchi, Chiyoda-Ku, Tokyo
Purpose of the Meeting Matters for Reporting: (1) Business report and the Consolidated Financial Statements, for the
52nd Fiscal Year (from April 1, 2023 to March 31, 2024), as well as
the audit reports of the Accounting Auditor and the Audit &Supervisory Board for Consolidated Financial Statements.
(2) Non-Consolidated Financial Statements for the 52nd Fiscal Year(from April 1, 2023 to March 31, 2024).
Matters for Resolution: Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven (7) Directors
Proposal 3: Election of Three (3) Auditors
Proposal 4: Election of One (1) Substitute Auditor* If there are any changes to the matters concerning the measures for electronic provision, we will post the corrections on our website and the TSE
website.
* No gifts will be offered to shareholders on the day of the meeting. Thank you for your understanding.

―1―Documents that will be issued to shareholders who requested the delivery of documents
Among the matters concerning the measures for electronic provision, the following matters are not stated in the documents delivered to shareholders
who requested the delivery of documents, in accordance with laws and regulations and the provisions of the Articles of Incorporation of the Company.
Auditors and Accounting Auditors have audited the documents subject to audit including the following.
● Business Report: Status of Stock Acquisition Rights and Necessary Systems to Ensure Appropriate Operations and Status of Operations of the
Systems● Consolidated Financial Statements: Consolidated Statements of Changes in Shareholders’ Equity and Notes to Consolidated Financial Statements● Non-Consolidated Financial Statements: Non-Consolidated Statements of Changes in Shareholders’ Equity and Notes to Non-Consolidated Financial
Statements

Information on Live Streaming via the Internet
Please access the following URL from your PC or smartphone and enter your login ID and password to view the live streaming.

Delivery start date and time: Wednesday, June 26, 2024 10:00 a.m.
Login URL: https://v.sokai.jp/8897/2024/mirarth/(Login ID: the shareholder number printed on the voting forms Password: the shareholder’s postal code)● We will make every effort not to show the shareholders attending the meeting, but they may be seen due to unavoidable circumstances.
● Please note that video and audio may be disturbed, or transmission may be interrupted, depending on the Internet communication environment andother factors.
● Depending on your device or network environment, you may not be able to view the live streaming.
● As the live streaming is for viewing only, we will not be able to take your questions or accept your exercise of your voting rights.
● The provision of login IDs and passwords to third parties, the recording or duplication of video or audio of live streaming, and the provision of suchinformation to third parties are prohibited.

Contact for inquiries regarding live streaming connections
Telephone: 0120-970-835
Operating hours: 9:00-12:00, Wednesday, June 26 (Available only on the day of the General Meeting of Shareholders)―2―Reference Documents for the General Meeting of Shareholders
Proposals and Reference Issues
Proposal 1:

Appropriation of Surplus

The Company considers that returning its profits to shareholders is one of its most important management
issues, and on the basis of maintaining stable dividends, the Company would like to pay the year-end dividend
for the fiscal year under review in light of the business development planned for the future.

Matters related to year-end dividends

1
2

Type of dividend property:

CashAllotment of dividend property to shareholders and total amount:¥18 per share of the Company’s common stock
Total amount:¥1,981,751,274
The total dividend per share for the fiscal period will be ¥24, together with ¥6 interim dividend per share.

3

Effective date of the dividends of surplus:

June 27, 2024

―3―

Proposal 2:

Election of Seven (7) Directors

The term of office of all the Directors (6 Directors) will expire at the conclusion of this General Meeting of
Shareholders. The Company proposes adding one (1) to the number of Directors to strengthen the
management system and electing seven (7) Directors, including four (4) Outside Directors.
The candidates for director are as follows.
No.

Name
For

1 reelection Kazuichi Shimada

Positions and responsibility in the Company(Age: 58)

Representative Director, Group CEO, Group COO andPresident Executive Officer

2Forelection

Daisuke Nakamura(Age: 56)

Managing Director/Executive Officer

3Forelection

Shoichi Akisawa(Age: 59)

Executive Officer

4 reelection Keiko Yamahira(Age: 63)

OutsideDirector

Independent
Director
officer(Age: 62)

OutsideDirector

Independent
Director
officerForFor

5 reelection Naohito Yamagishi
6For
election

Kaname Uchida(Age: 70)

OutsideDirector

Independent―
officer

7

For
election

Yuko Kanamaru(Age: 44)

OutsideDirector

Independent―
officer―4―No. 1

Career summary, positions and responsibility:
May 1987

Kazuichi Shimada(Date of birth: December 4,
1965; Age: 58)
For reelection

Number of the Company’s
shares held:
1,008,400

Joined Takara Leben Co., Ltd. (nowApril 2014
Representative Director, President,
known as MIRARTH HOLDINGS,
Chief Executive Officer (CEO), Chief
Inc.)
Operating Officer (COO), and Chief
June 1998
Director and General Manager ofFinancial Officer (CFO), Takara Leben
Development Department, Takara
Co., Ltd.
Leben Co., Ltd.
April 2019
Representative Director, President, andJune 2000
Managing Director, General Manager
Chief Executive Officer (CEO), Takara
of Development Division, andLeben Co., Ltd.
General Manager of Development
June 2019
Representative Director, Chief
Department and Construction
Executive Officer (CEO), andDepartment of Head Office, Takara
President Executive Officer, Takara
Leben Co., Ltd.
Leben Co., Ltd.
June 2006
Representative Director, Executive
October 2022
Representative Director, Group CEO,
Vice President, and General Manager
Group COO and President Executiveof Development Division, Takara
Officer, MIRARTH HOLDINGS, Inc.
Leben Co., Ltd.
(present)
April 2012
Representative Director, Executive
Representative Director, Chief
Vice President, Chief Operating
Executive Officer (CEO), andOfficer (COO), Chief Financial
President Executive Officer, Takara
Officer (CFO), and General Manager
Leben Co., Ltd. (present)of General Planning Division, Takara
Leben Co., Ltd.
[Significant concurrent holding of positions] Representative Director, Chief Executive Officer (CEO), andPresident Executive Officer, Takara Leben Co., Ltd. (scheduled toretire on June 17, 2024)
Director and Vice Chairman, Takara Leben Co., Ltd. (scheduled totake office as of June 17, 2024)
Reasons for nomination of the candidate for Director
Mr. Kazuichi Shimada has demonstrated strong leadership in directing the Company’s management andcontributed to the enhancement of corporate value since he assumed the office as President and Representative
Director of the Company in April 2014. The Company expects that he will continue to play an appropriate role inthe sustainable growth and overall management of the Group in the future, and therefore nominates him as a
candidate for reappointment as Director.

―5―No. 2Career summary, positions and responsibility:
April 1991

Joined The Taiheiyo Bank Ltd.
April 2021
Executive Officer and General(present Sumitomo Mitsui Banking
Manager of 1st Corporate Sales
Corporation)
Department, Sumitomo Mitsui Banking
Daisuke Nakamura
April 2014
Manager of Tokorozawa Corporate
Corporation
Business Office, Sumitomo Mitsui
April 2023
Managing Executive Officer and(Date of birth: February 12,
Banking Corporation
Deputy Responsible Officer of
1968; Age: 56)
April 2016
General Manager of Corporate
Wholesale Division, Sumitomo Mitsui
Strategy Department, Sumitomo
Banking Corporation
For election
Mitsui Banking Corporation
Managing Executive Officer andApril 2017Manager of Nihonbashi Higashi
Assistant General Manager ofCorporate Business Office, Sumitomo
Wholesale Business Division,
Number of the Company’s
Mitsui Banking Corporation
Sumitomo Mitsui Financial Group Inc.
shares held:
April 2019
Manager of 1st Sales Department,
May 2024
Managing Director/Executive Officer,‒
Kanda Corporate Business Office,
MIRARTH HOLDINGS, Inc. (present)
Sumitomo Mitsui Banking
Corporation
April 2020
Executive Officer and Manager of 1st
Sales Department, Kanda Corporate
Business Office, Sumitomo Mitsui
Banking Corporation[Significant concurrent holding of positions] Director and Senior Executive Officer, Takara Leben Co., Ltd.
(scheduled to take office as of June 17, 2024)
Reasons for nomination of the candidate for Director
Mr. Daisuke Nakamura has extensive experience in financial institutions and deep insight about management.
The Company considers him to be an appropriate human resource for business execution aiming for thesustainable growth and medium- to long-term improvement of corporate value and therefore nominates him as a
candidate for appointment as Director.

―6―No. 3Career summary, positions and responsibility:
April 1988

Joined Towa Real Estate
December 2014
Development Co., Ltd. (present
Mitsubishi Estate Residence Co., Ltd.) June 2016
Representative Director, Atech Co.,Ltd.
Director, Intus Co., Ltd.
June 2019
Corporate Officer, PacificManagement Co., Ltd. (present
Pacific Holdings Co., Ltd.)
Representative Director, Pacific
April 2020
Realty Co., Ltd.
Representative Director, Pacific
Properties Investment Co., Ltd.
General Manager of Strategic
April 2021
Business Department, Star Mica Co.,Ltd.
Director and General Manager ofStrategic Business Division, Star Mica October 2022
Co., Ltd.
Representative Director, FanInvestment Co., Ltd. (present Star
Mica Property Co., Ltd.)

Representative Director, Star Mica Co.,
Ltd.
Representative Director, Rising Force
Shoichi Akisawa
May 1997
Corporation (present Daitokentaku
Asset Solution Co., Ltd.)(Date of birth: May 10, 1965;
January 2002
Director and Executive Officer andAge: 59)
February 2004
Executive General Manager of
Investment and Development Division,
For election
MIRARTH HOLDINGS, Inc.
June 2008
Director, Managing Executive Officer
and Executive General Manager of
Number of the Company’sJune 2008
Investment and Development Division,
shares held:
MIRARTH HOLDINGS, Inc.
162,300
January 2011
Director, Managing Executive Officer
and Executive General Manager of
Investment and Development Division,
February 2012
MIRARTH HOLDINGS, Inc.
Executive Officer, MIRARTHHOLDINGS, Inc. (present)
February 2012
Representative Director, Chief
Operating Officer (COO), and Vice
President Executive Officer, Takara
Leben Co., Ltd. (present)[Significant concurrent holding of positions] Representative Director, Chief Operating Officer (COO), and Vice
President Executive Officer, Takara Leben Co., Ltd. (scheduled toretire on June 17, 2024)
Representative Director and President Executive Officer, Takara
Leben Co., Ltd. (scheduled to take office as of June 17, 2024)
Reasons for nomination of the candidate for Director
Since his appointment as Director of the Company in June 2019, Mr. Shoichi Akisawa has been contributing to
the enhancement of the Company’s corporate value as a Director and Executive Officer of the Company. The
Company nominates him as a candidate for Director because of his performance, talent, experience in the realestate industry for many years and abundant knowledge in corporate management as well as his excellent characterand insight.

―7―

Career summary, positions and responsibility:

No. 4

April 1983

Keiko Yamahira

April 2010

(Date of birth: November 30, June 2011
1960; Age: 63)
For reelection

OutsideDirector

Independent
officerNumber of the Company’s
shares held:‒

June 2012
June 2013

Joined Kubota House Co. Ltd.
(present Sanyo Homes Corporation)
Executive Officer, Sanyo Homes
Corporation
Director and Managing
Director/Executive Officer, Sanyo
Homes Corporation
Director, Sanyo Reform Co., Ltd.
(concurrent)
Director, Senior Managing Director,
and Executive Officer, Sanyo Homes
Corporation
Director, SunAdvance, Inc.
(concurrent)
Director, Sanyo Homes Community
Corporation (concurrent)

June 2015
April 2017
June 2019

June 2021

June 2022

Director, President, and Executive
Officer, Sanyo Homes Corporation
Representative Director and Chairman,
Sanyo Homes Community Corporation
Outside Director, Joshin Denki Co.,
Ltd. (present)
Outside Director, Fujitec Co., Ltd.
Outside Director, Takara Leben Co.,
Ltd. (now known as MIRARTHHOLDINGS, Inc.) (present)
Outside Director, Shinagawa
Refractories Co., Ltd. (present)[Significant concurrent holding of positions] Outside Director, Joshin Denki Co., Ltd.
Outside Director, Shinagawa Refractories Co., Ltd.
Outside Director, Maruichi Steel Tube LTD. (scheduled to take office
as of June 25, 2024)
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Ms. Keiko Yamahira has extensive experience and broad knowledge as a business manager in the real estateindustry. Therefore, the Company believes that she will contribute to the improvement of its supervisory functions
and nominates her as a candidate for appointment as an Outside Director. If elected as an Outside Director, Ms.
Yamahira is expected to advise the Group on promoting sustainable growth, the increase of its corporate value
over medium- to long-term and the developing management policies and strategies from a broad perspective,
including her insight into corporate management and diversity. She is also expected to fulfill her duties, including
appropriate evaluation and supervision of operations, through her role in decisions on the remuneration, election
and dismissal of Directors as a member of the remuneration advisory committee and nomination advisorycommittee.

―8―No. 5Career summary, positions and responsibility:
April 1986
April 1990

Joined the National Police Agency
August 2010
Chief, Wakayama Prefectural Police
Chief, Investigation Division 2,
Headquarters
Criminal Investigation Department,
August 2012
Chief of Police, Kanagawa Prefectural
Naohito Yamagishi
Kagawa Prefectural Police
Police Headquarters
Headquarters
August 2013
Director, Driver’s License Division,(Date of birth: August 5, 1961;
August 1991
Chief, First Public Safety Division,
Traffic Bureau, National Police
Age: 62)
Security Department, Saitama
AgencyOutsidePrefectural Police Headquarters
June 2014
Deputy Director of the Imperial Guard
For reelection
Director
August 1993
Assistant Director, Traffic Regulation
Headquarters
Division, Traffic Bureau, National
February 2016
Chief, Niigata Prefectural Police
Independent
Police Agency
Headquarters
officer
August 1994
Assistant Director, Road Policy
March 2018
Director, International Police Center,
Division, Bureau of Public Roads,
Japan National Police Academy, andMinistry of Construction (present
Deputy Director-General,
Number of the Company’s
Ministry of Land, Infrastructure,
Commissioner General of the National
shares held:
Transport and Tourism)
Police Agency (responsible for
3,500
September 1996 Assistant Director, Driver’s License
measures for crime victims)
Division, Traffic Bureau, National
January 2019
Chief, Hokkaido Prefectural Police
Police Agency
Headquarters
August 1998
Chief of Police, Nara Prefectural
August 2020
Resignation
Police Headquarters
January 2021
Advisor, Mitsui Sumitomo Insurance
August 2000
Director, Security Department, Hyogo
Co., Ltd.
Prefectural Police Headquarters
June 2022
Outside Director, Takara Leben Co.,
August 2002
Security Division Director, Security
Ltd. (now known as MIRARTH
Bureau, National Police Agency
HOLDINGS, Inc.) (present)
August 2004
Security Services Bureau (Cabinet
December 2022 Advisor, Japan Contractors Association
Intelligence and Research Office),of Traffic Signs and Lane Marking
National Police Agency
May 2023
Executive Director, Japan Contractors
September 2006 Director, Security Department,
Association of Traffic Signs and Lane
Kanagawa Prefectural Police
Marking (present)
Headquarters
June 2023
Auditor (part-time), UTMS Society ofAugust 2008
HR, Ministry of Internal Affairs andJapan (present)
Communications, and Pension BureauCounsellor[Significant concurrent holding of positions] Executive Director, Japan Contractors Association of Traffic Signs
and Lane Marking
Auditor (part-time), UTMS Society of Japan
Reasons for nomination as a candidate for Outside Director and overview of expected roles
While not previously involved in the Company’s management, Mr. Naohito Yamagishi has expertise andextensive experience developed over many years in the National Police Agency and an established occupational
track record and experience at the Ministry of Construction (current Ministry of Land, Infrastructure Transport
and Tourism). Therefore, the Company believes that he will contribute to the improvement of the transparency
and supervisory functions of the Board of Directors and nominates him as a candidate for reappointment as an
Outside Director. If elected as an Outside Director, Mr. Yamagishi is expected to provide the Group with opinions
and advice on the Company’s management policies and strategies from the penetrating insight and expertise hehas based on the above experience and job experience at police headquarters across Japan and broad perspectives
on legal compliance, risk management, and other areas. He is also expected to fulfill his duties, including theappropriate evaluation and supervision of operations, through decisions on the remuneration and election anddismissal of Directors in the remuneration advisory committee and nomination advisory committee.

―9―No. 6Career summary, positions and responsibility:
April 1978

Joined Bureau of Public Roads,
July 2014
Councillor, Cabinet Secretariat andMinistry of Construction (present
Director-General, Regional
Ministry of Land, Infrastructure,
Revitalization Bureau, Cabinet
Kaname UchidaTransport and Tourism)
Secretariat
Director of Policy Division, Policy
January 2015
Councillor, Cabinet Secretariat and(Date of birth: June 14, 1954; July 2004
Bureau, Ministry of Land,
Director-General, Regional
Age: 70)
Infrastructure, Transport and Tourism
Revitalization, Cabinet Secretariat
Outside(MLIT)(Councillor, Cabinet Secretariat andFor election
Director
August 2005
Director of General Affairs Division,
Director of the Promotion Office for
Policy Bureau, MLIT
Industrial Heritage Registration as a
Independent
July 2006
Director of General Affairs Division,
World Heritage Site, Cabinet
officer
Minister’s Secretariat, and Deputy
Secretariat)
Director-General, Minister’s
Also Director, Regional Revitalization
Secretariat (Minister’s Secretariat),
Promotion Office, Cabinet Office
Number of the Company’s
MLIT
July 2015
Resignation
shares held:
July 2007
Deputy Director-General, Minister’s November 2015 Vice Chairman and Managing Director,‒
Secretariat (Policy Bureau), MLIT
The Real Estate Companies
July 2009
Deputy Director-General, Minister’s
Association of Japan
Secretariat, MLIT
April 2017
Visiting professor at Reitaku
August 2010
Director-General, Land and Water
University (present)
Bureau, MLIT
July 2023
Advisor, The Real Estate Companies
July 2011
Director-General, Land Economy and
Association of Japan (present)
Construction Industries Bureau, MLIT July 2023
Chairman, Land Institute of Japan
July 2012
Vice-chairman, the Urban(present)
Renaissance Agency[Significant concurrent holding of positions] Visiting professor at Reitaku University
Advisor, The Real Estate Companies Association of Japan
Chairman, Land Institute of Japan
Reasons for nomination as a candidate for Outside Director and overview of expected roles
While not previously involved in management of any company, Mr. Kaname Uchida has extensive experienceand insights about a wide range of subjects in the real estate industry and an established occupational track recordand experience at the Ministry of Construction (current Ministry of Land, Infrastructure, Transport and Tourism).
The Company expects that he will make a significant contribution to the management of the Group as an Outside
Director and nominates him as a candidate for Outside Director. If elected as an Outside Director, Mr. Uchida is
expected to advise the Group on the promotion of sustainable growth, the increase of its corporate value over the
medium- to long-term and the development of management policies and strategies, using his deep insight andexpertise based on his experience. He is also expected to fulfill his duties, including appropriate evaluation andsupervision of operations, through his role in decisions on the remuneration, election and dismissal of Directors
as a member of the remuneration advisory committee and the nomination advisory committee.

―10―No. 7

Career summary, positions and responsibility:
October 2006

Registered as lawyer with the Tokyo July 2022
Outside Auditor, Aculys Pharma, Inc.
Bar Association
Joined(present)
Mori Hamada & Matsumoto
January 2023
Partner lawyer, Gaien Partners
Yuko Kanamaru
May 2012
Completed Law School, University of(present)
California, Los Angeles
February 2023
Outside Auditor, Bleaf Co., Ltd.
(Date of birth: August 25, 1979;
August 2012
Joined Rajah & Tann Asia
(present)
Age: 44)(Singapore)
June 2023
Outside Director (Audit andOutsideAugust 2013
Seconded to Sumitomo ElectricSupervisory Committee member), AI
For election
Director
Industries, Ltd.
Inc. (present)
April 2018
Part-time lecturer, Keio University
July 2023
Outside Director (Audit andIndependent
Law School (International
Supervisory Committee member),officer
Commercial Arbitration)
HEROZ, Inc. (present)
January 2018
Partner lawyer, Mori Hamada &Matsumoto
Number of the Company’s[Significant concurrent holding of positions] Partner lawyer, Gaien Partners
shares held:
Outside Auditor, Aculys Pharma, Inc.
‒
Outside Auditor, Bleaf Co., Ltd.
Outside Director (Audit and Supervisory Committee member), AI Inc.
Outside Director (Audit and Supervisory Committee member),
HEROZ, Inc.
Reasons for nomination as a candidate for Outside Director and overview of expected roles
While not previously involved in management of any company other than her service as an Outside Director, Ms.
Yuko Kanamaru has expertise, extensive experience, and an established track record as a lawyer qualified in Japan
and New York, USA that has worked in Japan and overseas. Therefore, the Company believes that she willcontribute to the improvement of the transparency and supervisory functions of the Board of Directors andnominates her as a candidate for appointment as an Outside Director. If elected as an Outside Director, Ms.
Kanamaru is expected to advise the Group and provide opinions from a broad perspective, including her sharp
insight and expertise as a lawyer and her perspective from a position of diversity. She is also expected to fulfill
her duties, including the appropriate evaluation and supervision of operations, through her involvement indecisions on the remuneration, election and dismissal of Directors as a member of the remuneration advisorycommittee and the nomination advisory committee.
(Note 1) The information contained in these reference documents for the general meeting of shareholders is as of the date of creation of them (May 13,2024). However, the age of each candidate is as of the time of conclusion of the general meeting of shareholders. The number of shares of theCompany held by each candidate is as of March 31, 2024.
(Note 2) There are no special interests between each candidate for Director and the Company.
(Note 3) Ms. Keiko Yamahira, Mr. Naohito Yamagishi, Mr. Kaname Uchida and Ms. Yuko Kanamaru are candidates for Outside Director. Ms. Keiko
Yamahira and Mr. Naohito Yamagishi have been reported as independent officers pursuant to the provisions of Tokyo Stock Exchange, Inc.
If elected as proposed, they will continue to serve as independent officers. If Mr. Kaname Uchida and Ms. Yuko Kanamaru are elected as
proposed, they will serve as new independent officers.
(Note 4) Ms. Keiko Yamahira is currently the Company’s Outside Director and will have served as Outside Director for three years upon the conclusionof this Ordinary General Meeting of Shareholders.
(Note 5) Mr. Naohito Yamagishi is currently the Company’s Outside Director and will have served as Outside Director for two years upon the conclusionof this Ordinary General Meeting of Shareholders.
(Note 6) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company concludes a contract with Ms. Keiko Yamahira and
Mr. Naohito Yamagishi to limit their liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act. Based on the contract, their
liability is limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act, and if the reappointmentof Ms. Yamahira and Mr. Yamagishi is approved, the contract with them will be continued. If Mr. Kaname Uchida and Ms. Yuko Kanamaru
are appointed, the Company will sign equivalent contracts with them to limit their liability.
(Note 7) The Company signs a directors and officers liability insurance policy as specified in paragraph 1, Article 430-3 of the Companies Act to coverdamage such as compensation and legal expenses if a damage compensation claim is filed against the insured for his/her acts in the performanceof his/her duties. The information on the liability insurance policy other than the above is contained in the “matters related to the directors andofficers liability insurance policy” of the business report. The candidates will be insured through the insurance policy if they take office as
Director. In March 2025, the Company will renew the insurance policy with the same terms and conditions.

―11―

(Reference) Directors’ Skill Matrix
If Proposal 2 is approved as proposed at this General Meeting of Shareholders, the skills of Directors will be as shown below. Items in which each
Director is considered to have a particular “strength” are marked with “”.
Name

Title

Kazuichi Representative Director and CEO and
Shimada President Executive Officer

Corporate
management

Financialaffairs andaccounting

Legal affairs
and riskmanagement

Sales andmarketing

Personnel
and labor
management



○

○

○

○



○



○

○



○

○

Daisuke Director, CFO, Managing
Nakamura Director/Executive Officer
ShoichiAkisawa

Director (in charge of real estatesegment)

Keiko
Outside Director
Yamahira
NaohitoOutside Director
YamagishiKanameUchidaOutside Director

Yuko
Outside Director
Kanamaru―12―Globalbusiness

Nomination
Committee

Remuneration
Committee

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

IT

○
○

Proposal 3:

Election of Three (3) Auditors

At the conclusion of this General Meeting of Shareholders, the term of office of Auditor Yuko Miura will
expire, and Auditor Makoto Endo and Auditor Asami Honma will resign. Therefore, the Company proposes
the election of three (3) auditors.
The consent of the Audit & Supervisory Board has been obtained regarding this proposal.
The candidate for auditor is as follows.
No. 1

Career summary and positions:
December 2005

Joined ChuoAoyama Audit
Corporation (present
PricewaterhouseCoopers Japan LLC)
Registered as Certified Public
Accountant
Joined Novartis Pharma K.K.
Standing Auditor, Studist Corporation
Established Yuko Miura CPA Office,Representative (present)
Full-time Outside Auditor,
MIRARTH HOLDINGS, Inc.
(present)

October 2020

Auditor, Nikko Takara Corporation
Co., Ltd. (present Leben Home Build
Co., Ltd.) (present)
Yuko Miura
May 2008
Auditor, Takara Leben Realnet Co.,Ltd.
(Date of birth: March 10, 1984;
February 2012
March 2022
Outside Auditor, Monstarlab Holdings
Age: 40)
June 2019
Inc. (present)
OutsideJune 2019
June 2022
Auditor, Leben Zestock Co., Ltd.
For reelection
Director(present)
June 2020
October 2022
Auditor, Takara Leben Co., Ltd.
Independent(present)
officer
December 2023 Outside Auditor, PACIFICCONSULTANTS CO., LTD. (present)[Significant concurrent holding of positions] Auditor, Takara Leben Co., Ltd.
Number of the Company’s
Auditor, Leben Home Build Co., Ltd. (scheduled to retire on May 24,
shares held:
2024)‒
Auditor, Leben Zestock Co., Ltd.
Auditor, Takara Leben Realnet Co., Ltd. (scheduled to take office asof May 31, 2024)
Outside Auditor, Monstarlab Holdings Inc.
Outside Auditor, PACIFIC CONSULTANTS CO., LTD.
Reasons for nomination of the candidate for Outside Auditor
Ms. Yuko Miura has been involved in audit corporations and business companies as a certified public accountant(CPA), and the Company nominates her as a candidate for reappointment as Outside Auditor to have her highlevels of expertise developed as a CPA reflected in the Company’s audits.

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No. 2Career summary and positions:
April 1987

Joined Kyowa Bank, Ltd. (present
April 2021
Seconded to Resona Asset
Resona Bank, Limited)Management Co., Ltd.
Manager, Gumyoji Branch, Resona
Executive Officer, General Manager of
Masaki Kimura April 2006
Bank, Limited
Operations, in charge of IT Strategy
Auditor, Internal Auditing
Department, and in charge of(Date of birth: June 11, 1964; April 2008
Department, Resona Holdings, Inc.
Operational Risk Management
Age: 60)
July 2008
Senior Auditor, Internal Auditing
Department
OutsideDepartment, Resona Holdings, Inc.
October 2021
Transferred to Resona Asset
For election
Director
July 2011
Group Leader, Trust Business
Management Co., Ltd.
Management Department, Resona
Executive Officer, General Manager ofIndependent
Bank, Limited
Operations, in charge of IT Strategy
officer
October 2016
Manager, Operation Management
Department, and in charge of
Office, Resona Bank, Limited
Operational Risk Management
April 2017Manager, Trust Management Office,Department
Number of the Company’s
Resona Bank, Limited
April 2024
Joined Resona Bank, Limited (present)
shares held:
January 2020
Seconded to Resona Asset
Seconded to Resona Asset‒Management Co., Ltd.
Management Co., Ltd.
General Manager of Operational Risk
Advisor (present)
Management[Significant concurrent holding of positions] Resona Bank, Limited (scheduled to retire on June 25, 2024)
Seconded to Resona Asset Management Co., Ltd.
Advisor (scheduled to retire on June 25, 2024)
Reasons for nomination of the candidate for Outside Auditor
Mr. Masaki Kimura has worked at financial institutions for many years and will be a candidate for an Outside
Auditor to apply his rich experience, track record, broad knowledge, and insight to the audit operation of theCompany.

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Career summary and positions:No. 3April 1984
July 2005

Akihito Watanabe(Date of birth: December 3,
1961; Age: 62)
For election

OutsideDirector

Independent
officerNumber of the Company’s
shares held:‒

Joined The Shoko Chukin Bank, Ltd. June 2012
Chief, Compliance Department, The
Manager, Fukushima Branch, The
Shoko Chukin Bank, Ltd.
Shoko Chukin Bank, Ltd.
December 2013 Manager, Credit Management
July 2007
Manager, Niigata Branch, The Shoko
Division, The Shoko Chukin Bank,
Chukin Bank, Ltd.
Ltd.
July 2010
Counselor, General Affairs
August 2015
Managing Executive Officer, The
Department, The Shoko Chukin Bank,
Shoko Chukin Bank Institute Of
Ltd.
Commerce, Industry & Economics,
July 2011
Counselor, Business Promotion
LTD.
Department, The Shoko Chukin Bank, April 2019
Managing Executive Officer, SHOKOLtd.
CHUKIN LEASE CO., LTD. (present)[Significant concurrent holding of positions] Managing Executive Officer, SHOKO CHUKIN LEASE CO., LTD.
(scheduled to retire on May 31, 2024)
Reasons for nomination of the candidate for Outside Auditor
Mr. Akihito Watanabe has worked at financial institutions for many years and will be a candidate for an Outside
Auditor to apply his rich experience, track record, broad knowledge, and insight to the audit operation of theCompany.

(Note 1) The information contained in these reference documents for the general meeting of shareholders is as of the date of creation of them (May 13,2024). However, the age of each candidate is as of the time of conclusion of the general meeting of shareholders. The number of shares of theCompany held by each candidate is as of March 31, 2024.
(Note 2) There are no special interests between each candidate and the Company.
(Note 3) Each candidate is a candidate for outside auditor. Ms. Yuko Miura has been reported as independent officer pursuant to the provisions of Tokyo
Stock Exchange, Inc. If elected as proposed, she will continue to serve as independent officer. If Mr. Masaki Kimura and Mr. Akihito Watanabe
are elected as proposed, they will serve as new independent officers.
(Note 4) Ms. Yuko Miura is currently the Company’s Outside Auditor and will have served as Outside Auditor for four years upon the conclusion ofthis Ordinary General Meeting of Shareholders.
(Note 5) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company concludes a contract with Ms. Yuko Miura to limit
her liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act. Based on the contract, her liability is limited to the minimum
amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act, and if the reappointment of Ms. Miura is approved, the contract
with her will be continued. If Mr. Masaki Kimura and Mr. Akihito Watanabe are appointed, the Company will sign equivalent contracts withthem to limit their liability.
(Note 6) The Company signs a directors and officers liability insurance policy as specified in paragraph 1, Article 430-3 of the Companies Act to coverdamage such as compensation and legal expenses if a damage compensation claim is filed against the insured for his/her acts in the performanceof his/her duties. The information on the liability insurance policy other than the above is contained in the “matters related to the directors andofficers liability insurance policy” of the business report. The candidates will be insured through the insurance policy if they take office as
Auditor. In March 2025, the Company will renew the insurance policy with the same terms and conditions.
(Note 7) Mr. Masaki Kimura works for Resona Bank, Limited, a lender of the Company. However, the Company’s borrowings from Resona Bank
accounts for approximately 2.47% of its total borrowings (as of March 31, 2024). The Company therefore considers that this fact does notaffect his independence.
(Note 8) Mr. Akihito Watanabe was manager of the credit management division of The Shoko Chukin Bank, Ltd., a lender of the Company. However,
the Company’s borrowings from The Shoko Chukin Bank accounts for 1.32% of its total borrowings (as of March 31, 2024). Additionally, Mr.
Watanabe retired as manager of the credit management division more than eight years ago. The Company therefore considers that this fact
does not affect his independence.

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Proposal 4:

Election of One (1) Substitute Auditor

The effective tenure of the substitute auditor, Mr. Masanori Otsubo, who was elected at the 51st Ordinary
General Meeting of Shareholders held on June 23, 2023, will expire at the beginning of this General Meeting.
In preparation for the case where the number of members of the Audit & Supervisory Board falls short of thenumber stipulated in laws and ordinances, the Company would like to request the election of one substituteauditor.
The consent of the Audit & Supervisory Board has been obtained regarding this proposal.
The candidate for substitute auditor is as follows.
Career summary and positions:

Makoto Endo
(Date of birth: September 2,
1955; Age: 68)
Independent
officer

OutsideAuditorNumber of the Company’s
shares held:‒

April 1978

Joined The Shoko Chukin Bank
October 2011
Managing Director, Shoko Chukin(present The Shoko Chukin Bank,
Card Co., Ltd
Ltd.)
June 2018
Full-time Auditor, Takara Leben Co.,
July 1999
Manager, Kurume Branch, The Shoko
Ltd. (now known as MIRARTH
Chukin BankHOLDINGS, Inc.) (present)
July 2001
Inspector, Inspection Department, The June 2018
Auditor, Leben Zestock Co., Ltd.
Shoko Chukin Bank
June 2018
Auditor, Takara Asset Management
July 2003
Chief, Fund and Securities Operation
Co., Ltd. (present MIRARTH Asset
Section, The Shoko Chukin BankManagement Inc.)
March 2004
Chief, Treasury & Capital Markets
May 2022
Auditor, Leben Trust Co., Ltd.
Operations Department, The Shoko(present)
Chukin Bank
October 2022
Auditor, Takara Leben Co., Ltd.
August 2006
Manager, International Division, The(present)
Shoko Chukin Bank
January 2023
Auditor, Takara Asset Management
August 2007
Temporary transfer to Polymatech
Co., Ltd. (present MIRARTH AssetCo., Ltd.
Management Inc.) (present)
September 2010 Transfer to Polymatech Co., Ltd.
[Significant concurrent holding of positions] Auditor, Takara Leben Co., Ltd. (scheduled to retire on June 26, 2024)
Auditor, Leben Trust Co., Ltd. (scheduled to retire on June 26, 2024)
Auditor, MIRARTH Asset Management Inc. (scheduled to retire on
June 26, 2024)
Auditor, Leben Home Build Co., Ltd. (scheduled to take office as of
May 24, 2024)
Reasons for nomination of the candidate for Substitute Outside Auditor
Mr. Makoto Endo has worked at financial institutions and business enterprises for many years. The Company
expects that he will apply his rich experience, track record, broad knowledge, and insight in the audit system of
the Company.

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(Note 1) The information contained in these reference documents for the general meeting of shareholders is as of the date of creation of them (May 13,2024). However, the age is as of the time of conclusion of the general meeting of shareholders. The number of shares of the Company held is
as of March 31, 2024.
(Note 2) There are no special interests between Mr. Makoto Endo and the Company.
(Note 3) Mr. Makoto Endo is a candidate for substitute outside auditor.
(Note 4) Mr. Makoto Endo is currently the Company’s Outside Auditor and will have served as Outside Auditor for six years upon the conclusion ofthis Ordinary General Meeting of Shareholders. He will resign as an Auditor at the conclusion of this Ordinary General Meeting of Shareholders.
(Note 5) If Mr. Endo becomes an Auditor, he will be an independent officer.
(Note 6) If Mr. Makoto Endo assumed the office of Auditor, the Company will conclude a contract to limit his liabilities as stipulated in Article 423,
Paragraph 1 of the Companies Act with him to set the limit of his liabilities to the minimum liability amount stipulated in Article 425, Paragraph
1 of the said Act pursuant to the provisions of Article 427, Paragraph 1 of the said Act.
(Note 7) The Company signs a directors and officers liability insurance policy as specified in paragraph 1, Article 430-3 of the Companies Act to coverdamage such as compensation and legal expenses if a damage compensation claim is filed against the insured for his/her acts in the performanceof his/her duties. The information on the liability insurance policy other than the above is contained in the “matters related to the directors andofficers liability insurance policy” of the business report. Mr. Endo will be insured through the insurance policy if he takes office as an Auditor.
In March 2025, the Company will renew the insurance policy with the same terms and conditions.

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