Note: This document is an excerpt translation of the original Japanese document and is only
for reference purpose. In the event of any discrepancy between the translation and theJapanese original, the original shall prevail. The Company assumes no responsibility
for this translation or for direct, indirect or any other forms of damage arising from thetranslations.
(Translation)
Securities Code: 3288
December 21, 2022

Notice of Convocation of the 26th Ordinary
General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support.
The 26th Ordinary General Meeting of Shareholders (the “Meeting”) ofOpen House Group Co., Ltd. (the “Company”) will be held as described below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19),
please exercise your voting rights in advance of the General Meeting of Shareholders either
in writing (by mail) or via the Internet, etc., and refrain from attending the Meeting. In thatcase, you are kindly requested to review the “Reference Documents for the General Meetingof Shareholders” which follow this notice, and exercise your voting rights by either method
described hereinafter of this notice, by 6:00 p.m., Tuesday, December 20, 2022 (JST).

Sincerely yours,
Masaaki Arai
President & CEO
Open House Group Co., Ltd.
4-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo

1

Particulars
1. Date and Time:

Wednesday, December 21, 2022, at 10:00 a.m.

2. Place:

TOKYO KAIKAN
2-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be Reported:
a. Report on the Business Report, the Consolidated Financial Statements, and the audit
reports on the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board, for the 26th Fiscal Year (from October 1, 2021 toSeptember 30, 2022)
b. Report on the Non-Consolidated Financial Statements for the 26th Fiscal Year (fromOctober 1, 2021 to September 30, 2022)

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5: Revision of Remuneration Amount for Directors
Proposal No. 6: Determination of Amount of Stock Option as Compensation to
Directors and Details.

4. Exercise of Voting Rights:(1) Exercise of Voting Rights by Mail
Please indicate your approval or disapproval of the proposals on the enclosed Voting
Rights Exercising Form and return it by mail to the Company to arrive by 6:00 p.m.,
Tuesday, December 20, 2022 (JST).
(2) Exercise of Voting Rights via the Internet, etc.
Please access the designated website for the exercise of voting rights(https://evote.tr.mufg.jp/) from any of personal computers or smartphones, and enter2

your vote for each proposal following the instructions on the screen by 6:00 p.m.,
Tuesday, December 20, 2022 (JST).
For more details, please refer to the “Guidance to the Exercise of Voting Rights via theInternet, etc.” described on pages 22.
(3) Handling of Multiple Exercise of Voting Rights
If you have exercised your voting rights both by mail and via the Internet, only theexercise of voting rights via the Internet will be valid.
If you have exercised your voting rights more than once via the Internet, only the final
exercise of the voting rights will be valid.
Notes:(1) When you attend the Meeting, you are kindly requested to present the enclosed
Voting Rights Exercising Form to the receptionist.
(2) If you intend to exercise your voting rights by proxy, one other shareholder who
possesses voting rights may attend the Meeting as your proxy. In the case of
attendance by a proxy, your Voting Rights Exercising Form, the proxy’s Voting Rights
Exercising Form and a letter of proxy must be presented to the receptionist.
(3) Of the documents required to be appended to this notice, “Basic Policy concerning
Establishment of System for Ensuring the Properness of Operations” and “Summary ofManagement Status of the System for Ensuring the Properness of Operations”, of theBusiness Report, “Notes to the Consolidated Financial Statements” of the Consolidated
Financial Statements, and “Notes to the Non-Consolidated Financial Statements” of the
Non-Consolidated Financial Statements are posted on the Company’s website(https://openhouse-group.co.jp/) in accordance with laws and regulations as well as
Article 14 of the Articles of Incorporation of the Company, and are therefore notincluded in the documents attached to this notice. These documents are part of theBusiness Report, the Non-Consolidated Financial Statements and the Consolidated
Financial Statements audited by the Accounting Auditor and the Audit & Supervisory
Board Members when they prepared the Audit & Supervisory Board’s Audit Report andAccounting Auditor’s Audit Report, respectively.
(4) If any amendment has been made to items in the Reference Documents for the
General Meeting of Shareholders, the Business Report, the Consolidated Financial
Statements or the Non-Consolidated Financial Statements, such amendment will be
posted on the Company’s website (https://openhouse-group.co.jp/).

3

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

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of the mostimportant management issues. The Company’s basic dividend policy is to provide yearended dividends to shareholders considering various factors in a comprehensive manner,
including maintenance of stable dividends and future business development.
Based on this dividend policy, the Company proposes the year-ended dividends of 67
yen per common share for the 26th Fiscal Year.
As a result, the annual dividends for the 26th Fiscal Year, including the interim dividend(50 yen per share), will be 129 yen per share.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount
Dividends per common share
Total amount of dividends

67 yen8,072,455,805 yen(3) Effective date of distribution of surplus
December 22, 2022

4

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for Proposed Amendments
Since the revised provisions stipulated in a proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes making the following changes to
its Articles of Incorporation in preparation for the introduction of the system for provisionin electronic format of materials for a General Meeting of Shareholders.
(1) Article 14, paragraph 1 in the “Proposed Amendments” below will stipulate that theCompany shall take measures for provision in electronic format of the information
contained in the reference documents, etc. for the General Meeting of Shareholders.
(2) Article 14, paragraph 2 in the “Proposed Amendments” below will establish theprovision to limit the scope of the matters to be listed in the paper-based
documents to be delivered to shareholders who requested the delivery of paperbased documents.
(3) Since the provisions concerning Internet Disclosure and Deemed Provisions of Reference
Documents for General Meeting of Shareholders (Article 14 of the current Articles ofIncorporation) will no longer be required, they will be deleted.
(4) Accompanying the aforementioned new additions and deletions, supplementaryprovisions regarding the effective date, etc. will be established.
2. Details of the Proposed Amendments
The details of the proposed amendments are as follows:5

(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provisions of(deleted)

Reference Documents for General Meeting of
Shareholders).
Article 14

In convening a general meetingof shareholders, the Company may deemthat the information relating to thematters to be stated or indicated in thereference documents for the general
meeting of shareholders, business
reports, financial statements andconsolidated financial statements shallhave been provided to the shareholders
when such information is disclosed
through the internet pursuant to the
Ministry of Justice Ordinances.
(New)(Measures for Provision in Electronic Format,
etc.)
Article 14

In convening a general meetingof shareholders, the Company shall takemeasures for provision in electronic
format in relation to the information
constituting the contents of the reference
documents, etc. for the general meetingof shareholders.
2 Of the matters for which the measures forprovision in electronic format will betaken, the Company may omit to list all orpart of the matters as stipulated in the
Ordinance of the Ministry of Justice in
written documents that will be delivered
to shareholders who have requested
delivery of written documents by therecord date for voting rights.
(New)(Transitional Measures Concerning Measuresfor Provision in Electronic Format, etc.)
Article 1 of Supplementary Provision:

Article14 of the current Articles of Incorporation(Internet Disclosure and Deemed
Provisions of Reference Documents for
General Meeting of Shareholders) shallremain in effect with respect to a general
meeting of shareholders to be held within
the period of six (6) months from
September 1, 2022.

6

2 This Supplementary Provision shall bedeleted on the date when six (6) months
have elapsed from September 1, 2022, or
three (3) months have elapsed from thedate of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is the later.

7

Proposal No. 3:

Election of Nine (9) Directors

At the conclusion of this Meeting, the terms of office of all nine (9) Directors will expire.
Therefore, the Company proposes the election of nine (9) Directors.
The candidates for Directors are as follows:
No.

1

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

Number ofCompany’s
Shares Held

October
1987 Joined Unihouse Incorporated
September 1997 President & CEO of the Company (current
position)
September 2000 Director of Souken Build Ltd. (currently, OpenHouse Development Co., Ltd.)
August2007 Director of IB Net Co., Ltd.
Masaaki Arai
September 2010 Director of Open House Realty & Investments,
43,737,200
Inc.
(October 29, 1965)
October
2011 Director of OH Real Estate Management Co.,
Ltd. (currently, Open House Real Estate Co.,Ltd.)
January
2015 Director of Asakawa Home Co., Ltd. (currently,
Open House Architect Co., Ltd.)
October
2018 Director of HAWK ONE CORPORATION＜Reasons for election as a candidate for Directors＞
As the founder of the Company, Mr. Masaaki Arai has demonstrated strong leadership and led
development of our group’s business. He has thorough knowledge of the real estate industry andhas been deeply engaged in decision-making concerning business execution as Representative
Director by leveraging his deep insight and excellent management ability. In addition, he has been
making steady efforts to various types of business challenges. Therefore, the Company appointed
him since he will be able to continue to execute his duties as Director appropriately in the future
as well.

8

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

2

Number ofCompany’s
Shares Held1988 Joined Recruit Cosmos Co., Ltd. (currently,
Cosmos Initia Co., Ltd.)
June
1989 Co-founder and Director of Intelligence, Ltd.
(currently, PERSOL CAREER CO., LTD.)
April
1999 President, CEO of Intelligence, Ltd. (currently,
PERSOL CAREER CO., LTD.)May
2008 Chairperson of Japan Staffing Services
Association
December 2008 Advisor of Intelligence, Ltd. (currently, PERSOLCAREER CO., LTD.)
January
2009 Director of Art Craft Science KK
April
2009 Chairperson and Representative Director of Art
Craft Science KK
June
2009
Outside Director of Payroll Inc.
Kazuhiko Kamata
127,300
August2009 Outside Director of I am Inc. (currently,(November 8, 1965)
Interworks, Inc.)
March
2014 Outside Director of Fullcast Holdings Co., Ltd.
September 2015 Outside Director of Trust Tech Inc.
December 2015 Director, Executive Vice President of theCompany (current position)
December 2016 Director of Open House Architect Co., Ltd.
(current position)May
2018 Outside Director of PR TIMES Inc. (current
position)
October
2021 Representative Director of Open House
Preparation Co., Ltd. (currently, Open House
Co., Ltd.) (current position)
December 2021 Director of Open House Real Estate Co., Ltd.
(current position)＜Reasons for election as a candidate for Directors＞
Mr. Kazuhiko Kamata has been engaged in the management as Director and Vice-President, andcontributed to the growth of the Company and the improvement of medium-and-long term
corporate value thorough management and development of human resources based on his broad
experience and high performance cultivated by involvement of intensive business management,
especially deep insight and experience in the area of human resource management. In addition,
he has been making steady efforts to various types of business challenges, and therefore theCompany appointed him since he will be able to continue to execute his duties as Director
appropriately in the future as well.

9

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

1998

June
AugustDecember
December

2000
2009
2010
2012

October

2014

Joined Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
Joined Starbucks Coffee Japan, Ltd.
Joined the Company
CEO of Open House Realty & Investments, Inc.
Director of Open House Realty & Investments,
Inc. (current position)
Executive Officer, General Manager ofCorporate Planning Division of the Company

December 2015
December 2016

5

Number ofCompany’s
Shares HeldManaging Director of the Company
Audit & Supervisory Board Member of OpenHouse Architect Co., Ltd.
Director of OH Real Estate Management Co.,
Ltd. (currently, Open House Real Estate Co.,
Kotaro WakatabiLtd.) (current position)
259,800
Director of IB Net Co., Ltd. (current position)(January 24, 1976)
April
2018 Managing Director, Managing Executive
Officer, Head of Administration Division andCorporate Planning Division, of the Company
October
2018 Audit & Supervisory Board Member of HAWKONE CORPORATION
October
2019 Director of HAWK ONE CORPORATION(current
position)June2020 Director of PRESSANCE CORPORATION Co.,
Ltd. (current position)
October
2021 Director of Open House Preparation Co., Ltd.
(currently, Open House Co., Ltd.) (current
position)
December 2021 Senior Managing Director and CFO of theCompany (current position)＜Reasons for election as a candidate for Directors＞
Mr. Kotaro Wakatabi has been served as Head of Administration Division and Corporate Planning
Division of the Company. He has abundant experience and knowledge of business management,
and has performed his jobs and duties in appropriate and fair manner. Therefore, the Company
appointed him since he will be able to continue to execute his duties as Director appropriately inthe future as well, by leveraging his experience and performance for the continued growth of theCompany’s group and the improvement of medium-and-long term corporate value.

10

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

3

1985

Number ofCompany’s
Shares Held

Joined Sumitomo Bank, Ltd. (currently,
Sumitomo Mitsui Banking Corporation)
July
2000 Joined usen Corp. (currently, USEN
Corporation)
July
2004 Seconded to Media K.K.
September 2005 Joined and Head of Administration Division of
the Company
December 2005 Director and Head of Administration Divisionof the Company
August2007 Audit & Supervisory Board Member of IB Net
Co., Ltd.
September
2009
Senior Managing Director of the Company
Hitoshi Imamura(current position)
2,004,000(May 29, 1962)
Director of Open House Development Co., Ltd.
September 2010 CEO of Open House Realty & Investments, Inc.
November 2010 Director of IB Net Co., Ltd.
December 2010 Director of Open House Realty & Investments,
Inc. (current position)May
2011 Senior Managing Director, Head of
Administration Division of the Company
October
2011 Representative Director of OH Real EstateManagement Co., Ltd. (currently, Open House
Real Estate Co., Ltd.)
January
2015 Director of Asakawa Home Co., Ltd. (currently,
Open House Architect Co., Ltd.)＜Reasons for election as a candidate for Directors＞
Mr. Hitoshi Imamura has been served as Head of Administration Division, and contributed to thegrowth of the Company’s group and the improvement of medium-and-long term corporate value
by leveraging his abundant experience and deep knowledge accumulated by financial affairs. In
addition, he has been undertaking a planning of new project and a promotion of businessstrategy, and therefore, the Company appointed him since he will be able to continue to execute
his duties as Director appropriately in the future as well.

11

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April
2002
December 2002

4

Number ofCompany’s
Shares Held

Joined the Company
Joined Souken Build Co., Ltd (currently, OpenHouse Development Co., Ltd.)
December 2006 Representative Director of Open House
Development Co., Ltd. (current position)
December 2010 Director of the Company
2016 Representative Director of OH Real Estate
Ryosuke Fukuoka April
878,300
Management Co., Ltd. (currently, Open House(May 22, 1978)
Real Estate Co., Ltd.) (current position)
January
2018 Director, Business Manager of Open House
Architect Co., Ltd.
April
2018 Director, Managing Executive Officer of theCompany
December 2021 Director, Senior Managing Executive Officer of
the Company (current position)＜Reasons for election as a candidate for Directors＞
Mr. Ryosuke Fukuoka has been served as Representative Director of the Company’s consolidated
subsidiary. He has abundant experience and deep knowledge of real estate industry, and has
performed his jobs and duties in an appropriate manner, and has contributed to the business results.
Therefore, the Company appointed him since he will be able to continue to execute his duties as
Director appropriately in the future as well, by leveraging his experience and performance for thecontinued growth of the Company’s group and the improvement of medium-and-long term
corporate value.

12

No.

6

7

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

1985

April

1976

Number ofCompany’s
Shares Held

Joined Sumitomo Bank, Limited (currently,
Sumitomo Mitsui Banking Corporation)
April
2009 General Manager, Planning Dept., Treasury Unitof Sumitomo Mitsui Banking Corporation
April
2013 Executive Officer and General Manager,
Planning Dept., Treasury Unit of Sumitomo
Mitsui Banking Corporation
April
2015 Managing Executive Officer, Deputy Head ofTreasury Unit of Sumitomo Mitsui Banking
Corporation
Hiroshi Munemasa April
2018 Senior Managing Executive Officer, Head of
1,200
Treasury Unit of Sumitomo Mitsui Banking(February 1, 1962)
Corporation
Senior Managing Executive Officer, Head of
Global Markets Business Unit of Sumitomo
Mitsui Financial Group, Inc.
April
2020 Advisor of Sumitomo Mitsui Banking
Corporation
March
2021 Advisor of the Company
June2021 Outside Director of Future Venture Capital Co.,Ltd.
December 2021 Director of the Company (current position)＜Reasons for election as a candidate for Directors＞
Mr. Hiroshi Munemasa possesses a wealth of experience in practical operations and a high levelof abilities and knowledge acquired through many years of involvement in a wide range ofactivities in market sales and business planning in the financial market. The Company appointed
him since he will be able to continue to execute his duties as Director appropriately in the future
as well, by contributing to the management of the Group through financial market analysis
and financial strategy planning.
Joined Saitama Bank, Ltd. (currently, Resona
Bank, Ltd.)
June
2006 Representative Director, Deputy President ofResona Bank, Ltd.
June
2009 Executive Vice President, Director, General
Manager of Office Leasing and Development
Division, in charge of Residential Business
Department of Daiei Real Estate &Development Co., Ltd.
Hitoshi Ishimura
June
2010 President and Representative Director of Daiei(May 19, 1953)
Real Estate & Development Co., Ltd.
June
2014 President, Representative Director and Chief
Executive Officer of Daiei Real Estate &Development Co., Ltd. (current position)
December 2015 Outside Director of the Company (current
position)June
2018 Outside Director of Regional Economy
Vitalization Corporation of Japan (current
position)＜Reasons for election as a candidate for Outside Directors＞
Mr. Hitoshi Ishimura has provided advice and recommendations to ensure adequacy andappropriateness of decision-making of the Board of Directors from an independent standpoint
based on his abundant experience and superior insight as business manager at financial
institutions and real estate companies. Therefore, the Company appointed him since he will beable to continue to execute his duties as Director appropriately in the future as well.

13

-

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

8

1996

Number ofCompany’s
Shares Held

Registered as a practicing attorney
Joined Kamibayashi Law Office
April2003 Joined Cast Law Firm (currently, Uryu & Itoga
Law Firm)
June2003 Partner of Uryu & Itoga Law Firm (current
position)
September 2005 Outside Audit & Supervisory Board Member of
Yuko Omae
Revamp Corporation
July
2006
Director of Ai-Port Station (Specified non-profit(February 17, 1966)
organization)
July
2012 Auditor of Ai-Port Station (current position)
June
2020 Councilor of Tonegawa, Arakawa source of ariver area measures fund (Public Interest
Incorporated Foundation) (current position)
December 2020 Outside Director of the Company (current
position)＜Reasons for election as a candidate for Outside Directors＞
Ms. Yuko Omae supervises and advises the Board of Directors to ensure the adequacy andappropriateness of its decision-making based on her extensive experience and wide range of
insight as an attorney-at-law. Therefore, the Company appointed since she will be able tocontinue to execute her duties as Director appropriately in the future as well. Although Ms. Yuko
Omae has not been involved in corporate management other than in the position of an outside
officer, the Company appointed her since she will be able to execute her duties as Outside
Director of the Company for the aforementioned reasons.

14

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April
April

8

Number ofCompany’s
Shares Held

1986
1990

Joined Japan Airlines Co., Ltd.
Anchor of the news show, Morning Wide (NHKG)
April
1998 Anchor of the news show, World Business
Satellite (TV Tokyo)
Interviewer on TV program “Maoko Kotani’s
KANDAN” (Broadcast Satellite [BS] Japan)
April2005 Advisor of Japan Association for the World
Food Programme
April2013 World Economic Forum, International MediaCouncil member
April2014 Anchor of the nightly news program “Nikkei
Maoko Kotani
Plus 10” (Broadcast Satellite [BS] Japan
April
2015
Moderator of annual OECD Forum(March 4, 1965)
June
2018 Director of TOYOTA Mobility Foundation(general incorporated foundation)
March2020 Anchor of “Nikkei Special - The future SDGs
changes” (Broadcast Satellite [BS] TV Tokyo)
December 2020 Outside Director of the Company (current
position)June
2021 Outside Director of Polaris Capital Group Co.,
Ltd. (current position)
April
2022 Outside Director of HITOWA Holdings Co., Ltd.
(current position)
Director of Japan Association for the World
Food Programme (current position)＜Reasons for election as a candidate for Outside Directors＞
Ms. Maoko Kotani has served as a broadcaster for TV news and informational programs for many
years and has a great deal of experience and broad knowledge developed by dealing with a wide
range of issues related to politics, economics, international relations, societies and so on. She has
been provided useful advice on the Company’s management and sustainability as well as toappropriately supervise the execution of its business operations. Based on the above reasons, theCompany appointed her since she will be able to execute the duties of an Outside Director.

Notes: 1.
The name of Ms. Yuko Omae in the family register is Yuko Mukaida.
2. No special interest exists between the Company and each candidate.
3. Mr. Hitoshi Ishimura, Ms. Yuko Omae and Ms. Maoko Kotani are candidates for Outside
Directors.
4. Mr. Hitoshi Ishimura is currently Outside Director of the Company, and the term in his office as
Outside Director will be seven (7) years upon the conclusion of the Meeting. Ms. Yuko Omae
and Ms. Maoko Kotani are currently Outside Director of the Company, and the term in theiroffice as Outside Director will be two (2) years upon the conclusion of the Meeting.
5. Pursuant to Articles 427, Paragraph 1 of the Companies Act, the Company has entered into theagreement with Mr. Hitoshi Ishimura, Ms. Yuko Omae and Ms. Maoko Kotani to limit the liability
under Article 423, Paragraph 1 of the Companies Act. The limit of liability under the agreement
is the minimum liability amount stipulated by laws and regulations or five million (5,000,000)
yen, whichever is higher. If the reelection of Mr. Hitoshi Ishimura, Ms. Yuko Omae and Ms.
Maoko Kotani is approved, the Company plans to continue the said agreement with them.
6. The Company has notified the Tokyo Stock Exchange, Inc. (“TSE”) of Mr. Hitoshi Ishimura, Ms.
Yuko Omae and Ms. Maoko Kotani as independent officers in accordance with TSE provisions. If
their reelection is approved, the Company plans to continue to designate them as independent
officers.

15

7. The Company has taken out directors and officers liability insurance, as stipulated in Article
430-3, Paragraph 1 of the Companies Act, with each candidate who are serving as current
Directors as the insured. The insured person in this insurance policy shall receive compensation
for their liability borne from performance of their duties or for their liability arising from claimsin pursuit of that liability. If the reappointment of the candidate is approved, the Company will
include the candidate as an insured person under the insurance contract. The Company plans torenew this insurance policy during the term of office.

Proposal No. 4:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to continuously keep a statutory minimum number of Audit & Supervisory Board
Members, the Company proposes the election of one (1) Substitute Audit & Supervisory
Board Member.
The election under this resolution may be cancelled, before she assumes the office, by
the resolution of the Board of Directors, subject to the approval of the Audit & Supervisory
Board.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for Substitute Audit & Supervisory Board Member is as follows:

Name(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

October

2003

October2004

Number ofCompany’s
Shares Held

Registered as a practicing attorney
Joined Tokyo Ginza Law office

Joined Ogasawara International Immigration
Lawyer Office
October
2005 Joined Sakamoto Mabuchi Law Office (current
position)
Akiko Mabuchi
September 2008 Outside Audit & Supervisory Board Member of
REALIT Co., Ltd.
(June 18, 1974)
June
2013 Outside Audit & Supervisory Board Member ofJapan Asset Marketing Co., Ltd.
June
2014 Outside Director of Japan Asset Marketing Co.,
Ltd.
June
2017 Outside Director (Audit & Supervisory
Committee Member) of the Japan Asset
Marketing Co., Ltd.
＜Reasons for election as a candidate for Substitute Outside Audit & Supervisory Board Members＞
Ms. Akiko Mabuchi has a wealth of experience as an attorney at law and insight into corporate
legal affairs through her work as an outside corporate auditor. Although Ms. Akiko Mabuchi has
not been involved in corporate management other than in the position of an outside officer, theCompany appointed her since she will be able to execute her duties as Audit & Supervisory Board
Member appropriately for the aforementioned reasons.
Notes: 1. No special interest exists between the Company and the candidate.
2. Ms. Akiko Mabuchi is a candidate for Substitute Outside Audit & Supervisory Board Member.

16

3. If Ms. Akiko Mabuchi assumes the office of Outside Audit & Supervisory Board Member, theCompany plans to enter into an agreement with her, in accordance with Article 427, Paragraph
1 of the Companies Act, to limit the liability under Article 423, Paragraph 1 of the Companies
Act to the minimum liability amount stipulated by laws and regulations or five million(5,000,000) yen, whichever is higher.
4. Ms. Akiko Mabuchi satisfies the requirement for independent officers in accordance with theregulations of the TSE. If Ms. Akiko Mabuchi assumes the office of Outside Audit & Supervisory
Board Member, the Company plans to notify the TSE of her as an independent officer inaccordance with the TSE regulations.
5. The Company has taken out directors and officers liability insurance, as stipulated in Article 4303, Paragraph 1 of the Companies Act, with each candidate who are serving as current Audit &Supervisory Board Members as the insured. The insured person in this insurance policy shallreceive compensation for their liability borne from performance of their duties or for their
liability arising from claims in pursuit of that liability. If Ms. Akiko Mabuchi is approved as Audit& Supervisory Board Member, the Company will include her as an insured person under the
insurance contract.

Proposal No. 5:

Revision of Remuneration Amount for Directors

The total amount of remuneration for Directors of the Company was resolved to be up to
1,500 million yen per year (of which, up to 200 million yen per year is for Outside Directors)(excluding employee’s salary portion) at the 24th Ordinary General Meeting of Shareholders
held on December 23, 2020, and has remained unchanged to date.
However, in order to enable flexible operation of remuneration payment responding tochanges in business management environment in the future (for example, remuneration
payment which would further link with performance), the Company proposes to change thetotal amount of remuneration per fiscal year for Directors to be up to 2,000 million yen a
year (of which, up to 200 million yen per year is for Outside Directors) (excluding
employee’s salary portion).
This proposal was resolved by the Board of Directors, while comprehensively taking into
account the Company’s business scale, executive compensation system, the current numberof directors, and future trends, and the Company considers this proposal to be appropriate.
Currently, there are nine (9) Directors (including three (3) Outside Directors).

If Proposal

No.3 is approved as proposed, the number of Directors will be nine (9) Directors (including
three (3) Outside Directors) as it is at present.

17

Proposal No. 6:

Determination of Amount of Stock Option as Compensation to

Directors and Details
The Company would like to issue stock options as compensation to Directors (excluding
Outside Directors) as follows, in order for Directors to further share the benefits and risks ofstock price fluctuations with shareholders and increase Directors’ motivation to contributeto the increase of stock prices and the enhancement of corporate value.
As such, the Company proposes to issue stock options as compensation to Directors
separately from compensation to Directors in Proposal No. 5, and hereby requests Shareholders’approval. The stock option will have limitations that the amount of compensation related toshare options as stock option to Directors per business year is up to a maximum of 300 million
yen and that the number of share options to be issued to Directors per business year is up to a
maximum of 1,200 (100 shares for one share option).
Subject to the approval of this proposal, the Company will abolish the compensation to
Directors (excluding Outside Directors) related to restricted stocks (up to 200 million yen peryear), which was approved at the 21st Ordinary General Meeting of Shareholders held on
December 20, 2017, and the Company will not newly allot such restricted stocks.

The stock option is in compliance with policies related to determination of details ofcompensation to each Director, which were resolved by the Board of Directors on
September 29, 2022, and was resolved by the Nomination and Compensation Committee. It
was determined in comprehensive consideration of various factors including Directors'
execution of operation and contribution to the Company, and we consider that the detailsof the stock option are appropriate.
Currently, there are nine (9) Directors (including three (3) Outside Directors). If Proposal 3
is approved as proposed, the number of Directors will also be nine (9) Directors (including
three (3) Outside Directors) as it is at present.

1. Class and Number of Shares for Share Options
The class of shares for share options is common stock, and the number of shares foreach share option (hereinafter referred to as the "Number of Shares Granted") is 100. The
Company's common stock is with full voting rights. They are corporate standard shareswith no restrictions on rights, and the share unit is 100 shares.
However, with regard to the Company's common stock, if the Company implements
stock splits (including allotment of shares without contribution related to the common
stock; the same applies to stock splits hereinafter.) or stock consolidation after the day of18allotting share options (hereinafter referred to as the "Day of Allotment"), the Number of
Shares Granted is adjusted by using the following formula and any figure less than one
share as a result of the adjustment is rounded down.
Number of Shares Granted after adjustment = Number of Shares Granted before
adjustment × split/consolidation ratio
In additional to the above, if a compelling reason that make it necessary to adjust the
Number of Shares Granted arises, the Company's Board of Directors may adjust the
Number of Shares Granted within a reasonable extent. Any figure less than one share as aresult of the above-mentioned adjustment is rounded down.
2. The Value of Property to Be Contributed When Share Options Are Exercised
The value of property to be contributed when share options are exercised is calculated by
setting the amount per share, which is issued by exercising such share options, as one (1)yen, which is then multiplied by the Number of Shares Granted.
3. Exercise Period of Share Options
The exercise period of share options is from the next day of the "Day of Allotment" to theperiod determined by the Company's Board of Directors within a range of 30 years(hereinafter referred to as the "Exercise Period"); provided, however, that if the final day of
the Exercise Period falls upon a holiday of the Company, the business day immediately
preceding the day is the final day.
4. Conditions for the Exercise of Share Options(1) Within the Exercise Period, share option holders may exercise share options only in a
lump-sum manner, for 30 days (if the 30th day falls upon a Company holiday, thebusiness day immediately preceding the day) from the day following the day whenshare option holders lose their positions in the Company (Directors, Auditors, orExecutive Officers) as of the Day of Allotment.
(2) If a share option holder dies by the day on which three years have elapsed from theDay of Allotment, succession by inheritance of share options is not accepted.
(3) If a share option holder dies on or after the day on which three years have elapsed
from the Day of Allotment, only one of successors of the share option holder(hereinafter referred to as the "Successor to Rights") may succeed to such shareoptions. The Successor to Rights may exercise share options only in a lump-sum
manner by the day on which six months have elapsed from the date of death of the19share option holder or the day of expiration of the Exercise Period, whichever isearlier. If the Successor to Rights dies, his or her heir cannot further succeed theshare options.
(4) If the Company's total number of issued shares exceeds the total number ofauthorized shares at that point in time by exercising share options, such shareoptions can't be exercised.
(5) Less than one share option cannot be exercised.

5. Restrictions on the Acquisition of Share Options by Transfer
Acquisition of share options by transfer requires an approval by a resolution of theCompany's Board of Directors.
6. Acquisition of Share Options(1) The Company may acquire share options free of charge on a day to be separately
determined by the Board of Directors, if any of the following agenda items i) to v) isapproved at the General Meeting of Shareholders (or the Company's Board of
Directors, when no resolution at the General Meeting of Shareholders is required).
i)

Approval of a merger agreement in which the Company becomes an absorbed
companyii ) Approval of a split agreement or a split plan in which the Company becomes a
split companyiii) Approval of a share exchange agreement or a share transfer plan in which theCompany becomes a wholly owned subsidiaryiv) Approval of amendment of the articles of incorporation to specify the necessity ofacquiring the Company's approval concerning acquisition of shares by transfer
applicable to all shares issued by the Companyv)

Approval of amendment of the articles of incorporation to specify the necessity ofacquiring the Company's approval concerning acquisition of shares by transfer
applicable to classes of shares subject to share options, or to specify theacquisition of all such shares subject to share options by the Company based on a
resolution by the General Meeting of Shareholders(2) If share option holders do not meet conditions to exercise share options due to theabove-mentioned provisions of "4. Conditions for the Exercise of Share Options," the20Company may acquire such share options without compensation on the day
separately determined by the Company's Board of Directors.
7. Amount paid for share options
Amount paid for share options shall be fairly assessed, calculated based on the BlackScholes model on the Day of Allotment of share options; provided, however, that, theCompany provides those to whom share options are allotted with monetarycompensation equivalent to total amount paid for the share options and offsets theirright to seek monetary compensation and payment obligations for amount paid for theshare options.
8. Other Details Related to Public Offering of Share Options
Other details of share options are determined by the Board of Directors, which
determines subscription requirements of the share options.
(Reference)

After the conclusion of this General Meeting of Shareholders, the Company will allot
share options same as the above-mentioned ones to the Company's Executive Officers.

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<Guidance to the Exercise of Voting Rights via the Internet, etc.>
1. If you exercise your voting rights via the Internet, please confirm the following
guidance before doing so. If you attend the meeting, you do not need to mail the
Voting Rights Exercise Form or exercise your voting rights via the Internet.
(1) Website for the Exercise of Voting Rights(a) Exercise of your voting rights via the Internet is only available by accessing thedesignated website for the exercise of voting rights (https://evote.tr.mufg.jp/)
from any of personal computers or smartphones. (Please note that the website
is not available from 2:00 a.m. to 5:00 a.m. every day.)(b) Exercise of your voting rights via personal computers or smartphones may not
be available depending on your internet environment: e.g., when you use afirewall, etc. for internet connection; when antivirus software is installed; when aproxy server is used; and when TLS encrypted communication is not designated.
(c) Although voting rights may be exercised via the Internet until 6:00 p.m.,
Tuesday, December 21, 2021 (JST), please exercise your voting rights ahead oftime and contact the Help Desk as shown below if you have any inquiries.
(2) How to Exercise Voting Rights via the Internet(a) By personal computers
・Please access the website for the exercise of voting rights(https://evote.tr.mufg.jp/), enter the “Login ID” and “Temporary Password”
shown on the attached Voting Rights Exercise Form and follow the instruction
on the screen to register your vote for or against the proposals.

・To prevent unauthorized access from persons other than shareholders(“spoofing”) and falsification of voting details, shareholders will be required tochange the “Temporary Password” on the website for the exercise of voting
rights.

・A new “Login ID” and “Temporary Password” will be issued for each General
Meeting of Shareholders.
株主総会の招集の都度、新しい「ログインID」及び「仮パスワード」をご通知いたします。

(b) By smartphones
・

By scanning the QR code for login shown on the attached Voting Rights
Exercise Form, you can automatically access the designated website for the
exercise of voting rights and exercise your voting rights. (You do not need toenter the “Login ID” and “Temporary Password”.)

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・

For security purposes, exercise your voting rights by scanning the QR code isavailable only once. After the second time, you will need to enter the “Login
ID” and “Temporary Password”.

・

Depending on your device model of smartphone, you may not be able tologin using the QR code. When you cannot login using the QR code, please
exercise your voting rights by personal computers as indicated in (2) (a)above.
※QR code is a registered trademark of DENSO WAVE CORPARATION.

(3) Multiple Exercise of Voting Rights(a) If you have exercised your voting rights both by mailing the Voting Rights
Exercise Form and via the Internet, only the exercise of voting rights via theInternet will be valid.
(b) If you have exercised your voting rights more than once via the Internet, only
the final exercise of the voting rights will be valid. If you have exercised yourvoting rights via personal computer and smartphone redundantly, only the final
exercise of the voting rights will be valid.
(4) Costs of Using the Website for the Exercise of Voting Rights
Any costs including Internet connection fees that might be required to accessthe website for the exercise of voting rights shall be borne by the shareholder. In
addition, if you use a mobile phone, etc., fees such as packet communicationfees.
For inquiries about the system and other matters, contact :Securities Business Division (Help Desk),
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (toll-Free within Japan)
Hours: 9:00 a.m. - 9:00 p.m. (Japan Time)

2. Electronic Voting Platform
When you apply for the use of “Electronic Voting Platform” operated by ICJ, Inc. in advance,
you may use such platform as a method of exercising your voting rights by electromagnetic
means for the Company’s General Meeting of Shareholders, other than the exercise of
voting rights via the Internet as described in item 1 above.

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