This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 6083
August 12, 2022
To Shareholders with Voting Rights:
Toshihiko Umano
Representative Director andPresident
ERI Holdings Co., Ltd.
8-10-24 Akasaka, Minato-ku,
Tokyo, JapanNOTICE OF
THE 9th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 9th Annual General Meeting of Shareholders of ERI Holdings Co., Ltd.
(the “Company”) will be held as described below.
We kindly ask our shareholders to refrain from attending the General Meeting of Shareholders in person
as much as possible to prevent the spread of COVID-19 and secure the safety of our shareholders, andinstead to exercise their voting rights in writing or via the internet in advance. For shareholders who willattend the General Meeting of Shareholders, we kindly ask them to take measures to prevent infection,such as wearing a mask. Furthermore, we may take necessary measures at the venue to prevent the spreadof infection and ensure the safety of our shareholders based on the Company’s judgement. We ask for yourcooperation in this regard.
In exercising your voting rights in advance in writing or via the internet, please review the attached
Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
5:30 p.m. Japan time on Monday, August 29, 2022, by following the “Guide to Exercising Voting
Rights” on pages 3 and 4 (available in Japanese only).
1. Date and Time:
2. Place:

Tuesday, August 30, 2022 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
3rd Floor, Cosmos Hall, Toshi Center Hotel Tokyo
2-4-1 Hirakawa-cho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 9th Fiscal Year (June 1, 2021 - May 31, 2022) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 9th Fiscal
Year (June 1, 2021 - May 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Six Directors
Proposal 2:-1-

4. Matters related to the Exercise of Voting Rights
 If neither approval nor disapproval is indicated for each of the proposals, your vote will be treatedas an affirmative vote.
 If you exercise your voting rights both via the voting rights exercise form and via the internet, thevote via the internet will be deemed to be the valid vote.
 If you exercise your voting rights more than once via the internet, the last vote exercised will bedeemed to be the valid vote.
 When attending the meeting, please submit the enclosed voting rights exercise form at the receptiondesk.
 Please bring this Notice with you to the meeting to save paper resources.
 The “System to Ensure Appropriateness of Business and Status of Operation Thereof,” “Notes toConsolidated Financial Statements” and “Notes to Non-consolidated Financial Statements” to beprovided along with this Notice are posted on the Company’s website (https://www.h-eri.co.jp) on theinternet pursuant to the provisions of laws and regulations and Article 17 of the Company’s Articles ofIncorporation, and are therefore not included in the documents provided in this Notice. Therefore, thedocuments provided in this Notice are only a part of what the Audit & Supervisory Board Members andthe Accounting Auditor audited upon preparing the audit reports. Any revisions to the Reference
Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated
Financial Statements and the Consolidated Financial Statements will be posted on the Company’s
website.
 The Cool Biz casual dress code will be adopted at the meeting. Shareholders are also encouraged todress casually when attending the meeting.
 The operation of this meeting may be changed depending on the situation of COVID-19. Any suchchanges will be posted on the Company’s website (https://www.h-eri.co.jp).
 We will not offer souvenirs to shareholders attending the meeting. We appreciate your understanding.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) In order to respond to the diversification of the Group’s business, new purposes will be added tosome parts of the provisions of Article 2 (Purposes) of the current Articles of Incorporation andnecessary amendments will be made in line with the revisions to laws and regulations concerning
the long-life quality housing system.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows.
1) The proposed Article 17, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
3) The provisions related to the internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. (Article 17 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of amendments
The current Articles of Incorporation and proposed amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments(Purposes)(Purposes)
Article 2 The purpose of the Company shall be Article 2 The purpose of the Company shall be
to control and manage business activities of
to control and manage business activities ofcompanies that engage in the following
companies that engage in the following
businesses or foreign companies that engage inbusinesses or foreign companies that engage inoperations equivalent thereto by holding theiroperations equivalent thereto by holding theirshares or equity interests, and engage in newshares or equity interests, and engage in new
business development for such companies andbusiness development for such companies andother business related or incidental thereto.
other business related or incidental thereto.
1. (Omitted)
1. (No change)
2. Performance evaluation and inspection, and 2. Performance evaluation and inspection,other operations based on the Housing Quality
confirmation of structure, etc. for long-term
use and other operations based on the Housing
Assurance Act
Quality Assurance Act
3. (Omitted)
3. (No change)
4. Technical assessment and other operations(Deleted)
based on the Act Concerning the Promotion ofLong-Life Quality Housing
5. to 9. (Omitted)
4. to 8. (No change)(Newly established)
9. Investigation, survey, and technical advisory
services as well as compensation consulting
services related to public works for generalcivil engineering, agricultural engineering andforestry engineering, and other operations
related or incidental thereto
10. to 19. (Omitted)
10. to 19. (No change)-3-Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 17 The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information via the internet inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice.
(Newly established)(Newly established)

Proposed Amendments(Deleted)(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may elect not toinclude all or the part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date for voting
rights.
Supplementary Provisions
1. The deletion of Article 17 (Internet Disclosure
and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the current Articles ofIncorporation and the establishment of Article
17 (Measures for Electronic Provision, Etc.) in
the proposed amendment shall come into effecton September 1, 2022, the date of enforcementof the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 17 of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

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Proposal 2:

Election of Six Directors

The terms of office of all six Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of six Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Career summary and positions, responsibilities,
and significant concurrent positions at the Company
April 2003
July 2003
May 2004

1

Number ofshares of theCompany held

Joined Japan ERI Co., Ltd.
Executive Officer of Japan ERI Co., Ltd.
Representative Director and President of Japan
Housing Warranty Co., Ltd. (currently ERI
Solution Co., Ltd.)
June 2005
Director of Japan ERI Co., Ltd.
August 2012
Representative Senior Executive Director of JapanERI Co., Ltd.
August 2012
Director of ERI Solution Co., Ltd.
December 2013 Representative Senior Executive Director, Head ofCorporate Planning Group of the Company
Akiyo Masuda
August 2015
Representative Director and President of the(July 28, 1958)
Company
28,300August 2015
Director of Japan ERI Co., Ltd. (incumbent)[Reappointment]
March 2017
Director of EPA System Inc.
November 2017 Director of Jyutaku Seinou Hyouka Center Co.,Ltd.
August 2018
Director of Tokyo Bldg-Tech Center Co., Ltd.
August 2020
Director of ERI Solution Co., Ltd.
September 2020 Director of Sakoken Co., Ltd.
June 2021
Director of Kozo Sogo Research and Development
Inc. (incumbent)
August 2021
Representative Director and Chairperson of ERI
Solution Co., Ltd. (incumbent)
August 2021
Director and Chairperson of the Company(incumbent)[Reason for nomination as candidate for Director]
Mr. Akiyo Masuda has been engaged in corporate planning and management of Japan ERI Co., Ltd., a corebusiness company, and has also served as Representative Director and President of a subsidiary as well as
Representative Director and President of the Company.
Mr. Masuda has a wealth of operational experience related to the Group’s business in general and broad
knowledge of management. The Company therefore believes that he can continue to sufficiently fulfill his role inimportant decision-making and oversight of business execution of the Board of Directors.

-5-

No.

Name
(Date of birth)

Career summary and positions, responsibilities,
and significant concurrent positions at the Company
January 2002
November 2002
April 2003
June 2005
June 2009
August 2012

Toshihiko Umano(March 15, 1964)[Reappointment]2

December 2013
August 2015
August 2015
August 2021
August 2021
August 2021
September 2021
September 2021

Joined Japan ERI Co., Ltd.
Executive Officer of Japan ERI Co., Ltd.
Senior Executive Officer of Japan ERI Co., Ltd.
Director of Japan ERI Co., Ltd.
Managing Director of Japan ERI Co., Ltd.
Representative Senior Executive Director of JapanERI Co., Ltd.
Representative Senior Executive Director of theCompany
Director of the Company
Representative Director and President of Japan ERICo., Ltd.
Representative Director and President of theCompany (incumbent)
Director of Tokyo Bldg-Tech Center Co., Ltd.
(incumbent)
Representative Director and Chairperson of JapanERI Co., Ltd. (incumbentt)Director of Jyutaku Seinou Hyouka Center Co.,
Ltd. (incumbent)
Director of Sakoken Co., Ltd. (incumbent)

Number ofshares of theCompany held

23,800[Reason for nomination as candidate for Director]
Mr. Toshihiko Umano has served as Representative Director and President of Japan ERI Co., Ltd., a core businesscompany, and assumed the position of Representative Director and President of the Company in August 2021.
Mr. Umano has a wealth of operational experience related to the Group’s core business and broad knowledgeof management. The Company therefore believes that he can continue to sufficiently fulfill his role in important
decision-making and oversight of business execution of the Board of Directors.

-6-

No.

Name
(Date of birth)

Career summary and positions, responsibilities,
and significant concurrent positions at the Company
November 2011
November 2011
September 2012
August 2015

3

4

Number ofshares of theCompany held

Joined Japan ERI Co., Ltd.
Director of ERI Solution Co., Ltd.
Managing Director of ERI Solution Co., Ltd.
Executive Officer, Head of Corporate PlanningGroup of the Company
August 2017
Director, Head of Corporate Planning Group of the
Tetsuji Takenouchi
Company
November 2017 Director, Head of Corporate Planning Group and(April 8, 1964)
10,200
Head of Investor Relations and Public Relations
Group of the Company[Reappointment]
August 2019
Managing Director, Head of Corporate PlanningGroup and Head of Investor Relations and Public
Relations Group of the Company
August 2021
Director of EPA System Inc. (incumbent)
August 2021
Representative Director and Vice President, Headof Corporate Planning Group of the Company(incumbent)[Reason for nomination as candidate for Director]
Mr. Tetsuji Takenouchi has served as Managing Director of ERI Solution Co., Ltd., which is responsible for theGroup’s growth field, and assumed the position of Director of the Company in August 2017 and Representative
Director and Vice President of the Company in August 2021. Mr. Takenouchi has a wealth of operational
experience related to the Group’s main business field and broad knowledge of management. The Company
therefore believes that he can continue to sufficiently fulfill his role in important decision-making and oversightof business execution of the Board of Directors.
August 2004
Joined Japan ERI Co., Ltd.
May 2010
Managing Director of ERI Academy Co., Ltd.
August 2015
General Manager of Sapporo Branch of Japan ERICo., Ltd.
November 2017 Representative Director and President of Jyutaku
Seinou Hyouka Center Co., Ltd.
Takehiro Shoji
November
2017
Executive Officer of the Company(October 12, 1964)
6,700
June 2020
Executive Officer, Deputy General Manager,
Business Management Division of Japan ERI Co.,
[Reappointment]
Ltd.
August 2020
Director, General Manager of Business
Management Division of Japan ERI Co., Ltd.
August 2021
Director of the Company (incumbent)
August 2021
Representative Director and President of Japan ERICo., Ltd. (incumbent)[Reason for nomination as candidate for Director]
Mr. Takehiro Shoji has served as Representative Director and President of Jyutaku Seinou Hyouka Center Co.,
Ltd., which mainly handles detached houses that are one of the Group’s core businesses, and assumed the position
of Representative Director and President of Japan ERI Co., Ltd., a core business company, in August 2021. Mr.
Shoji has a wealth of operational experience related to the Group’s core business and broad knowledge ofmanagement. The Company therefore believes that he can continue to sufficiently fulfill his role in important
decision-making and oversight of business execution of the Board of Directors.

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No.

Name
(Date of birth)

Career summary and positions, responsibilities,
and significant concurrent positions at the Company
April 1995

January 2006
Shinichiro Yamamiya June 2006
(February 4, 1970)
October 2007

5

[Reappointment][Outside][Independent]

December 2013
April 2015
June 2015
August 2015

6

Number ofshares of theCompany held

Registered as an attorney
Joined Shin-Tokyo Sohgoh Law OfficePartner of Shin-Tokyo Law OfficeOutside Audit & Supervisory Board Member ofJapan ERI Co., Ltd.
Partner of Bingham McCutchen Murase, Sakai
Mimura Aizawa-Foreign Law Joint Enterprise
Outside Audit & Supervisory Board Member of theCompany
Partner of TMI Associates (incumbent)
Outside Audit & Supervisory Board Member ofGenki Sushi Co., Ltd.
Outside Director of the Company (incumbent)

0[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Shinichiro Yamamiya has a high level of expertise as an attorney and broad knowledge of corporate
management cultivated through his professional practice in areas including corporate legal affairs and businessrestructuring. The Company therefore believes that he can continue to strengthen the function of overseeing
business execution of the Board of Directors and provide advice from a wide range of perspectives.
April 1983
Joined Nikken Sekkei Ltd
August 1991
Joined BCG JapanHis last post at BCG Japan was Partner andManaging Director
July 2008
Professor at Graduate School of International
Corporate Strategy, Hitotsubashi University
Hiroshi Kanno
June
2011
Outside Director of OMRON Healthcare Co., Ltd.
(November 14, 1958)(incumbent)
April 2012
Head of Graduate School of International
0[Reappointment]
Corporate Strategy, Hitotsubashi University[Outside]
June 2014
Outside Director of WOWOW INC.
[Independent]
June 2015
Outside Audit & Supervisory Board Member of
STANLEY ELECTRIC CO., LTD. (incumbent)
March 2016
Outside Director of MODEC, Inc.
September 2016 Professor at Graduate School of Business
Administration, Waseda University (incumbent
August 2017
Outside Director of the Company (incumbent)[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Hiroshi Kanno has a wealth of experience as a business consultant and a high level of expertise and broad
knowledge of corporate management as a scholar engaged in the study of corporate strategy planning. The
Company therefore believes that he can continue to strengthen the function of overseeing business execution of
the Board of Directors and provide advice from a wide range of perspectives.
Notes: 1. Mr. Shinichiro Yamamiya and Mr. Hiroshi Kanno are candidates for Outside Director.
2. There is no relationship of special interest between each candidate for Director and the Company.
3. The Company has registered Mr. Shinichiro Yamamiya and Mr. Hiroshi Kanno as independent
officers set forth by the rules of the Tokyo Stock Exchange. If their election as Director is approvedat this General Meeting of Shareholders, the Company plans to maintain their registration as
independent officers.
4. Mr. Shinichiro Yamamiya will have served as Outside Director of the Company for seven years asof the conclusion of this Annual General Meeting of Shareholders. Mr. Yamamiya had also served
as Outside Audit & Supervisory Board Member of the Company and Japan ERI Co., Ltd.

-8-

5. Mr. Hiroshi Kanno will have served as Outside Director of the Company for five years as of theconclusion of this Annual General Meeting of Shareholders.
6. The Company has entered into an agreement with Mr. Shinichiro Yamamiya and Mr. Hiroshi Kanno
to limit their liability for damage prescribed in Article 423, Paragraph 1 of the Companies Act
pursuant to the provisions of Article 427, Paragraph 1 of the same Act. The maximum amount ofliability for damage under the agreement is 7 million yen or the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act, whichever is higher. If their election as Director isapproved at this General Meeting of Shareholders, the agreement will continue to be in effect.
7. The Company has entered into a directors and officers liability insurance contract with an insurancecompany. The contract covers damage that may arise due to the insured assuming liability for their
execution of duties, or receiving a claim for the pursuit of such liability. If the candidates assume
their respective office of Director, each of them will be insured under the contract. The Company
also plans to renew the contract with the same content at the next renewal.
8. The number of shares of the Company held indicates that as of May 31, 2022.

-9-

■Reference: Skills Matrix of the Board of Directors
The following table shows the knowledge, experience and expertise that the Company particularly expects
the candidates for Director and Audit & Supervisory Board Member to possess.
[Views on the skills of Directors and Audit & Supervisory Board Members]
The Group is a corporate group whose core consists of third-party professional institutions mainly engaged
in the field of architecture. Accordingly, for the Board of Directors to appropriately fulfill its roles, theBoard of Directors as a whole must possess the skills required in light of the Group’s business content,
business development, governance system, among other aspects. First of all, it is necessary for Directors
and Audit & Supervisory Board Members to be familiar with the Group’s business content and its nature,and to have knowledge about business-related technologies to appropriately make decisions on and oversee
the Company’s important business execution. In addition, skills related to corporate management, financeand accounting, legal affairs, risk management, etc. serve as a basis for all business executions andoversight. Human resource development skills are also important, in light of the Group’s medium- to longterm management plan, management strategy, management issues and other factors.
The Company considers that the candidates for Director and the incumbent Audit & Supervisory
Board Members as a whole have a good balance of such knowledge, experience and expertise, and are also
adequate in terms of size.
Position and title
Corporate(tentative formanagement
candidates)
Director andAkiyo Masuda●
Chairperson
Representative
Toshihiko Umano
Director and●President
Representative
Tetsuji Takenouchi Director and Vice●
President
Name

Takehiro Shoji

Director●

Shinichiro
Yamamiya

Outside Director●

Hiroshi Kanno

Outside Director●

Audit &
Supervisory
Board Member
Audit &
Shigeru Kato
Supervisory
Board Member
Outside Audit &Hiroshi Ohta
Supervisory
Board Member
Outside Audit &Masaru Nishimura
Supervisory
Board Member

Shunsuke Doyama

Note:

●

Industryandbusiness

Businessrelated skill

●

●

●

Human
Finance andresource
accounting
development
●
●

●

●

●

●

Legal affairs
and riskmanagement

●
●

●
●

●
●
●

●

●

●
●
●

●

●

The above table does not show all knowledge, experience and expertise of each candidate for
Director and Audit & Supervisory Board Member.

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