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 3, 2021

Notice of Convocation of the 25th Ordinary
General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support.
The 25th Ordinary General Meeting of Shareholders (the “Meeting”) of Open House 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 on pages 2 and 3 of this notice, by 6:00 p.m., Tuesday, December 21, 2021 (JST).

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

1

Particulars
1. Date and Time:

Wednesday, December 22, 2021, at 10:00 a.m.

2. Place:

RIHGA Royal Hotel Tokyo
104-19, Totsuka-machi 1-chome, Shinjuku-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 25th Fiscal Year (from October 1, 2020 to September
30, 2021)
b. Report on the Non-Consolidated Financial Statements for the 25th Fiscal Year (fromOctober 1, 2020 to September 30, 2021)

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

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 21, 2021 (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 enter
your vote for each proposal following the instructions on the screen by 6:00 p.m.,
Tuesday, December 21, 2021 (JST).
For more details, please refer to the “Guidance to the Exercise of Voting Rights via theInternet, etc.” described on pages 17 and 18.
(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.

2

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 Reportand Accounting 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 most importantmanagement issues. The Company’s basic dividend policy is to provide year-ended
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 62 yen
per common share for the 25th Fiscal Year.
As a result, the annual dividends for the 25th Fiscal Year, including the interim dividend (50yen per share), will be 112 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

62 yen7,819,040,658 yen(3) Effective date of distribution of surplus
December 23, 2021

4

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for Proposed Amendments(1) With the transition to a holding company structure, the Company will change its
trade name, stipulated in Article 1 of the current Articles of Incorporation, to “OpenHouse Group Co., Ltd.”(2) The Company will change Article 2 of the current Articles of Incorporation to add
purposes of business in preparation for future business development.
(3) In order to further strengthen the management structure, the Company will increase
the maximum number of Directors as stipulated in current Article 19 by four (4), fromeight (8) to twelve (12).
(4) The amendment of Article 1 of the Articles of Incorporation shall take effect, subject
to the absorption-type company split coming into effect as condition precedent
thereto, upon the effective date of the absorption-type company split (January 1,
2022 scheduled).
The amendments to Articles 2 and 19 of the Articles of Incorporation shall take effect at
the conclusion of this General Meeting of Shareholders.

2. Details of the Proposed Amendments
The details of the proposed amendments are as follows:(Amended parts are underlined.)
Current Articles of Incorporation
Chapter 1

Proposed Amendments

General Provisions

Chapter 1

General Provisions(Name of the Company)(Name of the Company)

Article 1.

Article 1.

The name of the Company shall be Open

The name of the Company shall be OpenHouse Kabushiki Kaisha and shall be written in

House Group Kabushiki Kaisha and shall be

English as Open House Co., Ltd.

written in English as Open House Group Co.,Ltd.

(Purpose)(Purpose)

Article 2.

（Omitted）

Article 2.

（Unchanged）(1)～(14)（Omitted）(1)～(14)（Unchanged）(15) Business relating to sport, travel, housing(15) Business relating to entertainment ofaccommodation, eating and drinking, andsport, travel, sightseeing,entertainment;

accommodation, eating and drinking,etc.

5Current Articles of Incorporation

Proposed Amendments(Newly established)(16) Planning, designing, producing, sales, andimport/export of goods(16) ～ (19)2.

(Omitted)(17) ～ (20)

(Omitted)

2.

(Unchanged)(Unchanged)

Chapter IV Directors and Board of Directors

Chapter IV Directors and Board of Directors(Number of Directors)(Number of Directors)

Article 19.

Article 19.

The number of Directors of the Company shall

The number of Directors of the Company shallnot be more than eight (8).

not be more than twelve (12).

(Newly established)

Effective Date
Article 1 of Supplementary Provision: The

amendment of Article 1 of the Articles ofIncorporation (Name of the Company) shalltake effect on the effective date, subject
to the absorption-type company split,
based on the absorption-type company
split agreement dated November 12,2021 between the Company and OpenHouse Preparation Co., Ltd. This
supplementary provision shall be deleted
once the effective date has passed.

6

Proposal No. 3: Election of Nine (9) Directors
At the conclusion of this Meeting, the terms of office of all eight (8) Directors will expire.
Therefore, subject to the approval of Proposal No. 2 “Partial Amendments to the Articles ofIncorporation,” the Company proposes to increase the number of Directors by one (1) inorder to establish a management structure in preparation for the holding company
structure, and 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 (incumbent)
September 2000 Director of Souken Build Ltd. (currently, OpenHouse Development Co., Ltd.) (incumbent)
August2007 Director of IB Net Co., Ltd. (incumbent)
September 2010 Director of Open House Realty & Investments,
Inc.
Masaaki Arai
October
2011 Director of OH Real Estate Management Co.,
45,500,000
Ltd. (currently, Open House Real Estate Co.,
(October 29, 1965)
Ltd.) (incumbent)
January
2015 Director of Asakawa Home Co., Ltd. (currently,
Open House Architect Co., Ltd.) (incumbent)
September 2016 Manager of Open House Texas Realty &Investments LLC
October
2018 Director of HAWK ONE CORPORATION(incumbent)＜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.

7

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 Established 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.)
January2009
Director of Art Craft Science KK
Kazuhiko Kamata
April
2009 Representative Director and Chairman of the123,200(November 8, 1965)
Board of Art Craft Science KK
June2009 Outside Director of Payroll Inc.
August2009 Outside Director of I am Inc. (currently,
Interworks, Inc.)
March
2014 Outside Director of Fullcast Holdings Co., Ltd.
September 2015 Outside Director of Trust Tech Inc.
December 2015 Executive Vice President of the Company(incumbent)
December 2016 Director of Open House Architect Co., Ltd.
(incumbent)May
2018 Outside Director of PR TIMES Inc. (incumbent)＜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.

8

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 General Manager of Administration
Division of the Company
December 2005 Director and General Manager of
Administration Division of the Company
August2007 Audit & Supervisory Board Member of IB Net
Co., Ltd.
September 2009 Senior Managing Director of the Company(incumbent)
Hitoshi Imamura
Director of Open House Development Co., Ltd.
2,004,000(incumbent)(May 29, 1962)
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. (incumbent)May
2011 Senior Managing Director, General Manager 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.)
September 2016 Manager of Open House Texas Realty &Investments LLC (incumbent)＜Reasons for election as a candidate for Directors＞
Mr. Hitoshi Imamura has been served as general manager of Administration Division, andcontributed to the growth of the Company’s group and the improvement of medium-and-longterm corporate value by leveraging his abundant experience and deep knowledge accumulated byfinancial affairs. In addition, he has been undertaking a planning of new project and a promotionof business strategy, 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.

9

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. (incumbent)
Ryosuke Fukuoka December 2010 Director of the Company
876,900
April
2016 Representative Director of OH Real Estate(May 22, 1978)
Management Co., Ltd. (currently, Open House
Real Estate Co., Ltd.) (incumbent)
January
2018 Director, Business Manager of Open House
Architect Co., Ltd. (incumbent)
April
2018 Director, Senior Executive Officer of theCompany (incumbent)＜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 businessresults. 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 andperformance for the continued growth of the Company’s group and the improvement of mediumand-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

5

1998

Number ofCompany’s
Shares Held

Joined Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)June
2000 Joined Starbucks Coffee Japan, Ltd.
August2009 Joined the Company
December 2010 CEO of Open House Realty & Investments, Inc.
December 2012 Director of Open House Realty & Investments,
Inc. (incumbent)
October
2014 Executive Officer, Manager of Corporate
Planning Division of the Company
December 2015 Managing Director, Executive Officer, General
Manager of Corporate Planning Division of theCompany
September 2016 Manager of Open House Texas Realty &Investments LLC (incumbent)
December 2016 Audit & Supervisory Board Member of OpenHouse Architect Co., Ltd. (incumbent)
Kotaro Wakatabi
256,900
Director of OH Real Estate Management Co.,
(January 24, 1976)
Ltd. (currently, Open House Development Co.,
Ltd.) (incumbent)
Director of IB Net Co., Ltd. (incumbent)
April
2018 Managing Director, Senior Executive Officer,
General Manager of Administration Division
and Corporate Planning Division, of theCompany
October
2018 Audit & Supervisory Board Member of HAWKONE CORPORATION
October
2019 Director of HAWK ONE CORPORATION(incumbent)June2020 Director of PRESSANCE CORPORATION Co.,
Ltd. (incumbent)July2021 Managing Director, Senior Executive Officer,
General Manager and CFO of the Company(incumbent)＜Reasons for election as a candidate for Directors＞
Mr. Kotaro Wakatabi has been served as General Manager of Administration Division andCorporate Planning Division of the Company. He has abundant experience and knowledge ofbusiness 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 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.

11

No.

Name
(Date of Birth)

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

April

6

1985

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
April2018 Senior Managing Executive Officer, Head of(February 1, 1962)
Treasury Unit of Sumitomo Mitsui Banking
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 (incumbent)
June
2021 Outside Director of Future Venture Capital Co.,
Ltd. (incumbent)＜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 contribute to the management of the Group in future throughfinancial market analysis and financial strategy planning, in particular, and hereby nominates him
as a candidate for Director.

12

No.

Name
(Date of Birth)

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

April

7

No.

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 &Hitoshi Ishimura
Development Co., Ltd.
(May 19, 1953)
June
2010 President and Representative Director of Daiei
Real Estate & Development Co., Ltd.
June
2014 President, Representative Director and Chief
Executive Officer of Daiei Real Estate &Development Co., Ltd. (incumbent)
December 2015 Outside Director of the Company (incumbent)
June
2018 Outside Director of Regional Economy
Vitalization Corporation of Japan (incumbent)＜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.

Name(Date of Birth)

1976

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

April

8

Number ofCompany’s
Shares Held

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 (incumbent)
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 (incumbent)June2020 Councilor of Tonegawa, Arakawa source of ariver area measures fund (Public Interest
Incorporated Foundation) (incumbent)
December 2020 Outside Director of the Company (incumbent)＜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 that she will be able to continue
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, theCompany appointed her since she will be able to execute her duties as Outside Director of theCompany for the aforementioned reasons.

13

Name
(Date of Birth)

No.

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

April
April

8

Number ofCompany’s
Shares Held

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 (incumbent)
April2013 World Economic Forum, International MediaCouncil member
Maoko Kotani
April
2014 Anchor of the nightly news program “Nikkei(March 4, 1965)
Plus 10” (Broadcast Satellite [BS] Japan
April
2015 Moderator of annual OECD Forum
April
2015 Director of TOYOTA Mobility Foundation(general incorporated foundation)(incumbent)
March2020 Anchor of “Nikkei Special - The future SDGs
changes” (Broadcast Satellite [BS] TV Tokyo)(incumbent)
December 2020 Outside Director of the Company (incumbent)
June
2021 Outside Director of Polaris Capital Group Co.,
Ltd. (incumbent)＜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 selected as a candidate Outside Director to provide useful advice on the Company’s
management and sustainability as well as to appropriately supervise the execution of its business
operations. Based on the above reasons, the Company appointed her since she will be able toexecute the duties of an Outside Director.

Notes: 1.
2.
3.
4.
5.

6.

7.

8.

1986
1990

* denotes new candidate for Directors.
The name of Ms. Yuko Omae in the family register is Yuko Mukaida.
No special interest exists between the Company and each candidate.
Mr. Hitoshi Ishimura, Ms. Yuko Omae and Ms. Maoko Kotani are candidates for Outside
Directors.
Mr. Hitoshi Ishimura is currently Outside Director of the Company, and the term in his office as
Outside Director will be six (6) years upon the conclusion of the Meeting. Ms. Yuko Omae andMs. Maoko Kotani are currently Outside Director of the Company, and the term in their office as
Outside Director will be one (1) year upon the conclusion of the Meeting.
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.
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.
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 incumbent
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 claims

14

in pursuit of that liability. If the reappointment or election of the candidate is approved, theCompany will include the candidate as an insured person under the insurance contract. The
Company plans to renew this insurance policy during the term of office.

15

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)

OctoberNumber ofCompany’s
Shares Held

2003

Registered as a practicing attorney
Joined Tokyo Ginza Law office
October
2004 Joined Ogasawara International Immigration Lawyer
OfficeOctober
2005 Joined Sakamoto Mabuchi Law Office (incumbent)
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, the Company
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.
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 incumbent 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.

16

<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.
(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”.)
・ 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”.
17

・ 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.

18