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 13, 2024
(Commencement Date of Electronic Provision Measures: August 6, 2024)
To Shareholders with Voting Rights:
Toshihiko Umano
Representative Director andPresident
ERI Holdings Co., Ltd.
8-10-24 Akasaka, Minato-ku,
Tokyo, JapanNOTICE OF
THE 11th 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 11th Annual General Meeting of Shareholders of ERI Holdings Co., Ltd.
(the “Company”) will be held as described below.
You may exercise your voting rights in writing or via the internet in advance instead of attending
the General Meeting of Shareholders in person. 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
Wednesday, August 28, 2024, by following the “Guide to Exercising Voting Rights” on pages 4 and 5(available in Japanese only).
In convening this General Meeting of Shareholders, the Company has taken electronic provision
measures. Matters to be provided electronically are posted on the following website on the internet underthe “Notice of the 11th Annual General Meeting of Shareholders.”[The Company’s website]
https://www.h-eri.co.jp/en/shareholders_meeting.html
In addition to the above, the matters to be provided electronically are available on the following website
on the internet.
[Tokyo Stock Exchange website] (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (available in Japanese only)
Please access the Tokyo Stock Exchange website above, enter and search for the Company’s name or
securities code “6083,” and select “Basic information” followed by “Documents for public inspection/PR
information” to review.
[Soukai Portal] (Sumitomo Mitsui Trust Bank, Limited)https://www.soukai-portal.net (available in Japanese only)
Please scan the QR code on the enclosed voting form or access the above URL and enter your ID andpassword (please refer to the information on page 5). (available in Japanese only)-1-1. Date and Time:
2. Place:

Thursday, August 29, 2024 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 11th Fiscal Year (June 1, 2023 - May 31, 2024) 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 11th Fiscal
Year (June 1, 2023 - May 31, 2024)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Six Directors
Proposal 2:
4. Matters related to the Exercise of Voting Rights
 If neither approval nor disapproval is indicated for the proposal, your vote will be treated as anaffirmative 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.
 Pursuant to the provisions of laws and regulations and Article 17 of the Company’s Articles ofIncorporation, the following matters among the matters to be provided electronically* have been postedon the Company and the Tokyo Stock Exchange websites, as well as the Soukai Portal and are notincluded in this Notice. The Audit & Supervisory Board Members and the Accounting Auditor audited
the documents required to be audited, including the following matters.
● “The System to Ensure Appropriateness of Business and Status of Operation Thereof” in theBusiness Report● “Notes to Non-consolidated Financial Statements”● “Notes to Consolidated Financial Statements”
 Any revisions to the matters to be provided electronically will be posted on the Company and Tokyo
Stock Exchange websites and the Soukai Portal above*.
 The Cool Biz casual dress code will be adopted at the meeting. Shareholders are also encouraged todress casually when attending the meeting.
 Any future changes in the operation method before the date of this meeting will be posted on the
Company’s website above.
 We will not offer souvenirs to shareholders attending the meeting. We appreciate your understanding.
(* available in Japanese only)-2-

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

Partial Amendments to the Articles of Incorporation

1. Reasons for proposal
In order to prepare for the expansion of the Group’s business domains, new business purposes will be added
to the provisions of Article 2 (Purposes) of the current Articles of Incorporation, and change to the nameof a law and other necessary amendments will be made in line with the revisions to laws and regulations.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Purposes)
Article 2 The purpose of the Company shall be
to control and manage businessactivities of companies that engage inthe following businesses or foreigncompanies that engage in operations
analogous thereto by holding theirshares or equity interests, and engage
in new business development for suchcompanies and other business related
or incidental thereto.
1. to 2. (Omitted)
3. Evaluation for compliance with energy
consumption performance of buildings basedon the Act on the Improvement of Energy
Consumption Performance of Buildings andother business based on the same Act
4. to 9. (Omitted)(Newly established)

10. to 17. (Omitted)(Newly established)
18. to 19. (Omitted)(Amended parts are underlined.)
Proposed Amendments(Purposes)
Article 2 (No change)

1. to 2. (No change)
3. Evaluation for compliance with energy
consumption performance of buildings basedon the Act on the Improvement, etc. of Energy
Consumption Performance of Buildings andother business based on the same Act
4. to 9. (No change)
10. Surveys, diagnoses, inspections, analyses,
checks, assessments, and other business
related to or incidental to environmental
conservation and infrastructure maintenance
11. to 18. (No change)
19. Worker dispatch business20. to 21. (No change)-3-

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:

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No.

Name
(Date of birth)

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

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
August 2015
Representative Director and President of theCompany
August 2015
Director of Japan ERI Co., Ltd. (incumbent)
March 2017
Director of EPA System Inc.
November 2017 Director of Jyutaku Seinou Hyouka Center Co.,Ltd.
Akiyo Masuda
August 2018
Director of Tokyo Bldg-Tech Center Co., Ltd.
Director of ERI Solution Co., Ltd.
(July 28, 1958)
August 2020
29,400
September 2020 Director of Sakoken Co., Ltd.
[Reappointment]
June 2021
Director of Kozo Sogo Research and Development
Inc. (incumbent)
Representative Director and Chairperson of ERI
August 2021
Solution Co., Ltd.
Director and Chairperson of the Company
August 2021
(incumbent)
October 2023
Director of Asia Consultant Corporation(incumbent)
May 2024
Director and Chairperson of ERI Solution Co., Ltd.
(incumbent)
June 2024
Director of Fukuda Hydrologic Center Co., Ltd.
(incumbent)
Director of Forest Realize Co., Ltd. (incumbent)
June 2024
June 2024
Director of Hokuyou Equipment Planning Co., Ltd.
(incumbent)
Director of Kokudo Engineering Consultants. Co.,
June 2024
Ltd.(incumbent)
June 2024
Director of Douken Consultant Corporation(incumbent)
June 2024
Director of Nikken Consultant Co., Ltd.
(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.
April 2003
July 2003
May 2004

1

Number ofshares of theCompany held

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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. (incumbent)
Director of Jyutaku Seinou Hyouka Center Co.,
Ltd. (incumbent)
Director of Sakoken Co., Ltd. (incumbent)

Number ofshares of theCompany held

24,000[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 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

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]
Managing Director, Head of Corporate Planning
August 2019
Group 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 infrastructure and stock field, and assumed the position of Director of the Company in August 2017 andRepresentative Director and Vice President of the Company in August 2021.
Mr. Takenouchi has a wealth of operational experience related to the Group’s each business field 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.
August 2004
Joined Japan ERI Co., Ltd.
May 2010
Managing Director of ERI Academy Co., Ltd.
General Manager of Sapporo Branch of Japan ERI
August 2015
Co., 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)
7,900
June 2020
Executive Officer, Deputy General Manager,
Business Management Division of Japan ERI Co.,
[Reappointment]
Ltd.
Director, General Manager of BusinessAugust 2020
Management Division of Japan ERI Co., Ltd.
August 2021
Director of the Company (incumbent)
Representative Director and President of Japan ERI
August 2021
Co., 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.
November 2011
November 2011
September 2012
August 2015

3

4

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Registered as an attorney
Joined Shin-Tokyo Sohgoh Law Office
January 2006
Partner of Shin-Tokyo Law Office
June
2006
Outside Audit & Supervisory Board Member ofShinichiro Yamamiya
Japan ERI Co., Ltd.
(February 4, 1970)
October 2007
Partner of Bingham McCutchen Murase, Sakai
0
Mimura Aizawa-Foreign Law Joint Enterprise[Reappointment]
December 2013 Outside Audit & Supervisory Board Member of the[Outside]Company[Independent]
Partner of TMI Associates (incumbent)
April 2015
June 2015
Outside Audit & Supervisory Board Member ofGenki Sushi Co., Ltd.
Outside Director of the Company (incumbent)
August 2015
June 2023
Outside Audit & Supervisory Board Member ofPrudential Holding of Japan, Inc. (incumbent)[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 1993
Research Associate at College of Arts andYurika Yokoyama
Sciences, The University of Tokyo(August 8, 1962)
Associate Professor at Graduate School of Arts andApril 2009
Sciences, The University of Tokyo
0
August 2015
Professor at Graduate School of Arts and Sciences,[Reappointment]
The University of Tokyo (incumbent)[Outside]
August 2023
Outside Director of the Company (incumbent)[Independent]
April 1995

5

6

[Reason for nomination as candidate for Outside Director and summary of expected roles]
Ms. Yurika Yokoyama is an academic expert on architecture with an advanced and broad range of expertise
cultivated through architecture, urban planning, and interdisciplinary research in these fields, as well as extensive
knowledge of human resource development through college education. The Company therefore believes that it
can obtain professional and wide-ranging advice on the Group’s businesses and human resource developmentfrom her, and she can continue to strengthen the function of overseeing business execution of the Board of
Directors based on her experience as an officer and head of organizations inside and outside of the university.
Notes: 1. Mr. Shinichiro Yamamiya and Ms. Yurika Yokoyama 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 Ms. Yurika Yokoyama 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 nine years as of
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.
5. Ms. Yurika Yokoyama will have served as Outside Director of the Company for one year as of theconclusion of this Annual General Meeting of Shareholders.
6. The Company has entered into an agreement with Mr. Shinichiro Yamamiya and Ms. Yurika
Yokoyama to limit their liability for damage prescribed in Article 423, Paragraph 1 of the Companies-8-

Act pursuant to the provisions of Article 427, Paragraph 1 of the same Act. The maximum amountof liability 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 offices 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, 2024.

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■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 the 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, and 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 andits 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, finance and accounting, legal affairs, risk management, etc. serve as a basis for all businessexecutions and oversight. Human resource development skills are also important in light of the Group’s
medium- to long-term 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●

Yurika Yokoyama

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

Industryandbusiness

Businessrelated skill

●

●

●

Human
Finance andresource
accounting
development
●
●

●

●

●

●

Legal affairs
and riskmanagement

●
●

●
●

●

●

●

●

●

●

●

●

●

●
●

●

●

Note: 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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