(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.

Securities code: 2477
September 6, 2023
To Our Shareholders:
Tetsuo Watanabe
President & CEO
Temairazu, Inc.
1-21-3 Ebisu, Shibuya-ku, Tokyo

CONVOCATION NOTICE OF THE 20TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby give notice of the 20th Annual General Meeting of Shareholders of Temairazu, Inc. (the“Company”) . The meeting will be held in accordance with the details described below.
This General Meeting of Shareholders will employ electronic provisioning measures, and thefollowing websites will contain the “Convocation Notice of the 20th Annual General Meeting of Shareholders.”⚫ Company website: https://www.temairazu.co.jp/ir/news⚫ Tokyo Stock Exchange(TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the TSE website above, enter the Company name(Temairazu) or securities
code(2477) and search for the Company. Then, click “Basic information” and “Documents for
Public Inspection/PR information” tab.
If you are unable to attend the meeting, you may exercise your voting rights via the Internet or inwriting (by mail). Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 6 p.m. on Monday, September 25, 2023 (JST).
time.
1. Date and Time: Tuesday, September 26, 2023 at 10:00 a.m., Japan time (reception starts at 9:30 a.m.)
2. Place: Conference Space ABC, 5F EBISU SUBARU BUILDING “EVENT SPACE EBiS 303,”
1-20-8 Ebisu, Shibuya-ku, Tokyo, Japan
3. Meeting Agenda:
Matters to be reported: The Business Report and Non-consolidated Financial Statements for theCompany’s 20th Fiscal Year (July 1, 2022 – June 30th, 2023)
Proposals to be resolved:
Proposal 1:
Dividend of Surplus
Proposal 2:
Election of Three (3) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal 3:
Election of Three (3) Directors Who Are Audit and Supervisory Committee
Members
Proposal 4:
Election of One (1) Substitute Director Who Is Audit and Supervisory Committee
MemberGuidance for Exercising Your Voting Rights

Exercise of voting rights by attending the meeting:If you attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk on the
day of the meeting (Opens at 9:30 a.m. on Tuesday, September 26, 2023).

Exercise of voting rights by mail (in writing):
Please review the Reference Documents for the General Meeting of Shareholders and return the Voting
Rights Exercise Form with your votes by mail. The completed form must reach us by 6:00 p.m. on Monday,
September 25, 2023 (JST).

Exercise of voting rights via the Internet etc.:
Please access the website for exercising voting rights (https://www.web54.net [in Japanese only]), use the “Login
ID” and “Temporary Password” shown on the enclosed Voting Rights Exercise Form, and then indicate yourapproval or disapproval of each proposal by following the instructions on the screen. Internet voting must becompleted by 6:00 p.m. on Monday, September 25, 2023 (JST).

Please note:⚫ If you do not indicate your vote for or against each of the proposals on the Voting Rights
Exercise Form returned to us, we will treat your vote as a vote for the proposal with respect to the company
proposals.
⚫

If you cast multiple votes both via the Internet, etc., or in writing by mail, the vote submitted via theInternet, etc., shall be deemed valid.

⚫

If you vote more than once via the Internet, etc., the vote submitted last shall be deemed valid.

Reference Documents for the General Meeting of Shareholders
Proposal 1: Dividend of Surplus
The return of profit to our Shareholders is one of the top priorities for the management of the Company. Ourbasic policy for the allocation of profit is to endeavor to improve our operational results in order to achieve thecontinual and stable payment of dividends, with a target payout ratio of about 22.5%.
Based on this policy, we propose the payment of JPY 17.50 per share as the year-end dividend for the 20th fiscal
year as described below, in comprehensive consideration of the operational results for the fiscal year underreview, the stable distribution of dividends, and other factors.

Matters related to year-end dividends(1) Assets subject to dividend: Cash
(2) Allotment of dividend to the shareholders and its total amount:
JPY 17.50 per 1 common share of the Company
Total amount of dividend: JPY 113,389,465
As a result, the total dividend for this period shall be JPY 30.50 per share, including JPY 13 per share forthe first half of the period that has already been paid as an interim dividend.
(3) Date of which the distribution of the surplus will be effective: September 27, 2023

Proposal 2: Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The terms of office of two (2) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this General Meeting of Shareholders. Therefore, in order to further
strengthen management structure of the Company the Company proposes to increase the number of Directors(excluding Directors who are Audit and Supervisory Committee Members) be increased by one and that thefollowing three (3) candidates be elected as Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The candidates for director are as shown below.
The Audit and Supervisory Committee expressed no objection to this proposal.
No.

Name
(Date of birth)1

TetsuoWatanabe

Reappointed(Oct 16, 1971)

Career summary(Position and responsibilities at the Company and other current key positions)Apr 1998

Joined CSK Venture Capital Co., Ltd.

Aug 2003

Founded Hikaku.com Corp. (currently Company)

President & CEO of the Company (current)
・No. of Company shares owned: 3,873,000
・Tenure: 20 years
・Status of attendance to Board of Directors meeting: 18/18< Reasons for selecting the candidate >Tetsuo Watanabe established the Company in Aug 2003 and assumed the position ofRepresentative Director. Since then, he has been appropriately fulfilling his role in making
decisions on important management matters and executing business operations for many
years. He is expected to continue to make appropriate management decisions and contributeto the enhancement of the Company's corporate value, and we therefore request his
continued election as a director.

No.

Name
(Date of birth)

2
Newlyappointed

ToshioNakano(Mar 6, 1987)

Career summary(Position and responsibilities at the Company and other current key positions)Apr 2011

Joined SMBC Nikko Securities Inc.

Jun 2020

Joined Study Valley Inc.

Mar 2021

Joined Wovn Technologies, Inc.

Jun 2022

Joined the Company as Corporate Administration
Department Manager

Sep 2022

Executive Officer and Corporate Administration
Department Manager of the Company

Jul 2023

Corporate Administration Department Manager

Aug 2023
Corporate Planning Division Manager (current)
・No. of Company shares owned: 145< Reasons for selecting the candidate >Toshio Nakano has extensive experience and knowledge in broad aspects of corporate
operations, especially on finance and M&A, in addition to a successful track record at theCompany as the Corporate Administration Department manager. He is expected tocontribute to the sustainable enhancement of the Company's corporate value, and his
appointment is therefore requested.

No.

Name
(Date of birth)

3
Reappointed

Kazuo
Suzuki(Aug 4, 1972)

Career summary(Position and responsibilities at the Company and other current key positions)Apr 1998

Registered as a lawyer (Daini Tokyo Bar Association)

Apr 1998

Lawyer at Fujimitsu & Suzuki Law Office

Sep 2010

Outside Director of the Company (current)

Jun 2021

Audit and Supervisory Board Member of Tsukasa Rubber And
Electric Material Co., Ltd. (current)

Nov 2021

Audit and Supervisory Board Member of CELLPOLE
INDUSTRIES, CO., LTD (current)

・No. of Company shares owned: ・Status of attendance to Board of Directors meeting: 18/18
・Tenure: 13 years< Material concurrent positions at other corporations, etc. >Audit and Supervisory Board Member of Tsukasa Rubber And Electric Material Co., Ltd.
Audit and Supervisory Board Member of CELLPOLE INDUSTRIES, CO., LTD< Reasons for selecting the candidate and expected roles >Kazuo Suzuki has broad insight with legal knowledge developed as an attorney-at-law, andwe believe that he will be able to continue to appropriately perform his duties as an outside
director. Although he has no direct experience of being involved in corporate management
other than as an outside officer, we request his appointment in the expectation that he will
apply his knowledge and experience to the supervision of the Company's management froma standpoint independent of the management team that conducts the Company's business.
Notes:
1. There is no special interest between the candidates and the Company.
2. Kazuo Suzuki is a candidate for outside director and he is currently outside director of the Company. The
number of years since his appointment as an outside director of the Company will be 13 years at theconclusion of this Ordinary General Meeting of Shareholders. Company has designated Kazuo Suzuki as
independent director based on the regulations of the Tokyo Stock Exchange, Inc., and has notified theexchange of the same. If his reappointment is approved, the Company will continue to appoint him as anindependent director.
3. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into a contract
for limitation of damage liability prescribed in Article 423, Paragraph 1 of the Companies Act with Kazuo
SUZUKI, setting forth that the maximum extent of the damage liability payable thereunder should be
10,000,000 JPY or the amount set forth in Article 425, Paragraph 1 of the Companies Act whichever is higher.
If his reappointment is approved, this contract will continue to be in effect.
4. Mr. Tetsuo Watanabe is a major shareholder of the Company and constitutes a parent company, etc. as definedin Article 2-4-2 of the Companies Act.

Proposal 3: Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect three (3)Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee expressed no objection to this proposal.
The candidates for directors who are Audit and Supervisory Committee members are as shown below.
No.
Name
Career summary(Date of birth) (Position and responsibilities at the Company and other current key positions)
YoshiroApr 1969
Joined The Mitsubishi Trust and Banking Corporation
1
Nagamata(Currently Mitsubishi UFJ Trust and Banking Corporation)
Re(Jun 25,
May 1994 General Manager of Chicago Branch of The Mitsubishi Trust
appointed
1946)
and Banking
Jun 1996

General Manager & Agent of Los Angels Agency of The
Mitsubishi Trust and Banking

Aug 1998

General Manager of International Operations Division of
Mitsubishi Trust and Banking

Apr 2000Full-Time Audit & Supervisory Board Member of The Master
Trust Bank of Japan, Ltd

Jul 2007

Chief Manager of The Master Trust Bank of Japan, Ltd

Nov 2007

Joined Link Trust Ltd.

Jan 2008

Full-Time Audit & Supervisory Board Member of Link TrustLtd.

Sep 2009

Outside Full-Time Audit & Supervisory Board Member of theCompany

Sep 2021

Outside Director (Full-Time Audit and Supervisory

Committee member) of the Company (current)
・No. of Company shares owned: ・Status of attendance to Board of Directors meeting: 18/18
・Status of attendance to Audit and Supervisory Committee meeting: 17/17< Reasons for selecting the candidate and expected roles >Yoshiro Nagamata has many years of experience as a full-time Audit & Supervisory Board
member of the Company and another company, and also has deep knowledge andunderstanding of the Company's management and business operations in general. We expect
him to conduct audits and supervision from a fair and universal perspective based on his
experience and knowledge, etc. Therefore, request his continued election as a director
serving as a member of the Audit and Supervisory Committee.

No.

Name
(Date of birth)2
Reappointed

Yuki
Yamamoto(Oct 12, 1971)

Career summary (Position and responsibilities at the Company and othercurrent key positions)Apr 1994

Joined Nippon Express Co., Ltd

Oct 2001

Joined Arthur Andersen Tax Firm (currently KPMG Tax
Corporation)

Jun 2004

Registered as a certified tax accountant

Oct 2005

Joined SUMITOMO LIFE INSURANCE COMPANY

May 2007

Representative Director of Lhoze Consulting Ltd. (current)

May 2007

Founded Yuki Yamamoto Certified Public Tax Accountant
Office, Director (current)

Sep 2009

Outside Audit & Supervisory Board Member of the Company

Jun 2020

Director of 21 LADY Co., Ltd.

Sep 2021

Outside Director (Audit and Supervisory Committee
member) of the Company (current)

Jul 2022
Director of TRIAD co., ltd (current)
・No. of Company shares owned: ・Status of attendance to Board of Directors meeting: 18/18
・Status of attendance to Audit and Supervisory Committee meeting: 17/17< Material concurrent positions at other corporations, etc. >Representative Director of Lhoze Consulting Ltd.
Representative Director of Yuki Yamamoto Certified Public Tax Accountant OfficeDirector of TRIAD co., ltd< Reasons for selecting the candidate and expected roles >Yuki Yamamoto possesses a high degree of expertise and broad insight as a tax accountant.
He also has extensive management experience, including serving as a director in an industry
different from ours while managing his own company. We expect that his experience andknowledge will be utilized to strengthen the auditing and supervisory functions of our Boardof Directors, and therefore we request his continued election as a director serving as amember of the Audit and Supervisory Committee.

No.

Name
(Date of birth)

3
Reappointed

Tomohiro
Suzaki(Aug 3, 1970)

Career summary (Position and responsibilities at the Company and othercurrent key positions)
Jul 2006

Director, I-Calling Ltd.

Sep 2011

Outside Director of the Company

Mar 2012

Audit & Supervisory Board Member of TechnoBlood Inc.
(current)

Nov2013

Outside Director of Japan Business Innovation Inc. (JBI Inc.)

Dec 2015

Representative Director of 4Cs Holdings Co., Ltd.

Aug 2017

Representative Director of Cure Co., Ltd.

Dec 2018

Representative Director of FAVORINA Co., Ltd.

Dec 2018

Representative Director of SCIENCE BEAUTE Co., Ltd.

Mar 2020

Director of Meritech Co., Ltd.

Apr 2020

Outside Audit & Supervisory Board Member of Alterbooth Inc.

Oct 2020

Audit & Supervisory Board Member of Marimo Co., Ltd.
(current)

May 2021

Director of Alterbooth Inc.

May 2021

Outside Director of Alba Link Co., Ltd.(current)

Sep 2021

Outside Director (Audit and Supervisory Committee
member) of the Company(current)

Jan 2022

Outside Audit & Supervisory Board Member of GROWTH
POWER Inc. (current)

Apr 2022
Representative Director of I-Calling Ltd. (current)
・No. of Company shares owned: ・Status of attendance to Board of Directors meeting: 18/18
・Status of attendance to Audit and Supervisory Committee meeting: 16/17< Material concurrent positions at other corporations, etc. >Representative Director of I-Calling Ltd.
Audit & Supervisory Board Member of TechnoBlood Inc.
Audit & Supervisory Board Member of Marimo Co., Ltd.
Outside Director of Alba Link Co., Ltd.
Outside Audit & Supervisory Board Member of GROWTH POWER Inc.
< Reasons for selecting the candidate and expected roles >Tomohiro Suzaki has extensive experience and broad insight as a director and Audit andSupervisory Committee member at other companies. We expect that these abundant andwide-ranging insights, knowledge and experience will be utilized to strengthen the
Company's auditing and supervisory functions, and therefore we request his continued
election as a director serving as a member of the Audit and Supervisory Committee.
Notes:
1. There is no special interest between the candidates and the Company.
2. Yoshiro Nagamata, Yuki Yamamoto and Tomohiro Suzaki are candidates for outside directors who aremembers of Audit and Supervisory Committee.
3. Yoshiro Nagamata, Yuki Yamamoto and Tomohiro Suzaki are currently outside directors who are members of
Audit and Supervisory Committee of the Company. The number of years since their appointment as an outside
directors who are members of Audit and Supervisory Committee of the Company will be 2 years at theconclusion of this Ordinary General Meeting of Shareholders. Yoshiro Nagamata and Yuki Yamamoto had
served as Audit & Supervisory Board Member and Tomohiro Suzaki had served as outside director of theCompany previously.
4. Company has designated Yoshiro Nagamata, Yuki Yamamoto and Tomohiro Suzaki as independent directors
based on the regulations of the Tokyo Stock Exchange, Inc., and has notified the exchange of the same. If theirreappointment is approved, the Company will continue to appoint them as independent directors.
5. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into a contract
for limitation of damage liability prescribed in Article 423, Paragraph 1 of the Companies Act with Yoshiro
Nagamata, Yuki Yamamoto and Tomohiro Suzaki, setting forth that the maximum extent of the damage
liability payable thereunder should be 10,000,000 JPY or the amount set forth in Article 425, Paragraph 1 of
the Companies Act whichever is higher. If his reappointment is approved, this contract will continue to be ineffect.

Proposal 4: Election of One (1) Substitute Director Who Is Audit and Supervisory Committee
MemberTo prepare for the case where the number of Directors who are Audit and Supervisory Committee Members fall
below the number required by laws and regulations, the Company proposes the election of one Substitute Director
who is Audit and Supervisory Committee Member.
The Audit and Supervisory Committee expressed no objection to this proposal.
The candidate for Substitute Directors who is Audit and Supervisory Committee Member is as shown below.
Name(Date of birth)

Career summary(Position and responsibilities at the Company and other current key positions)

Kazuo
Suzuki(Aug 4, 1972)

Apr 1998

Registered as a lawyer (Daini Tokyo Bar Association)

Apr 1998

Lawyer at Fujimitsu & Suzuki Law Office

Sep 2010

Outside Director of the Company (current)

Jun 2021

Audit and Supervisory Board Member of Tsukasa Rubber And ElectricMaterial Co., Ltd. (current)

Nov 2021

Audit and Supervisory Board Member of CELLPOLE INDUSTRIES,
CO., LTD (current)

・No. of Company shares owned: < Material concurrent positions at other corporations, etc. >Audit and Supervisory Board Member of Tsukasa Rubber And Electric Material Co., Ltd.
Audit and Supervisory Board Member of CELLPOLE INDUSTRIES, CO., LTD< Reasons for selecting the candidate >Kazuo Suzuki has broad insight with legal knowledge developed as an attorney-at-law, and we believethat he will be able to continue to appropriately perform his duties as an outside director. We expect that
his experience and knowledge will be utilized to strengthen the auditing and supervisory functions of our
Board of Directors, and therefore we request his election as a Substitute Directors who is Audit andSupervisory Committee Member.
Notes:
1. There is no special interest between the candidate and the Company.
2. Kazuo Suzuki is a candidate for outside director and he is currently outside director of the Company. The
number of years since his appointment as an outside director of the Company will be 13 years at theconclusion of this Ordinary General Meeting of Shareholders.
3. If Proposal 2 is approved and resolved as proposed, the candidate will assume the office of a Director(Excluding Directors who are Audit and Supervisory Committee Members), but if the number of incumbent
Directors who are Audit and Supervisory Committee Members fall below the number required by laws andregulations, he will resign as Director (Excluding Director who is Audit and Supervisory Committee Member)and assume the office of Director who is Audit and Supervisory Committee Member. Company has designatedKazuo Suzuki as independent director based on the regulations of the Tokyo Stock Exchange, Inc., and has
notified the exchange of the same. If he assumes the office of Directors who are Audit and Supervisory
Committee Member, the Company will continue to appoint him as an independent director.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into a contract
for limitation of damage liability prescribed in Article 423, Paragraph 1 of the Companies Act with Kazuo
Suzuki, setting forth that the maximum extent of the damage liability payable thereunder should be 10,000,000
JPY or the amount set forth in Article 425, Paragraph 1 of the Companies Act whichever is higher. If heassumes the office of Directors who is Audit and Supervisory Committee Member, this contract will continue
to be in effect.

< Reference >Composition of officers and Skill Matrix(expected after the conclusion this General Meeting)
Name

Positions held at theCompany (planned)

TetsuoWatanabePresident &CEOToshioNakanoDirector

Kazuo
Suzuki

OutsideDirector

Yoshirou
Nagamata

OutsideDirector

Independent Nomination
andDirectors Compensation Corporate
Management
Committee●

Expertise & Experience
Financial
Accounting●●●
Audit andSupervisory
Committee
Member(Full-time)●

Finance/M&A

Sales &
MarketingIT/
Technology

●

●

●

●

●

●

●

Legal/
Risk
Management

Global●(Chairperson)●

Yuki
Yamamoto

OutsideDirector

Audit andSupervisory
Committee
Member●●Tomohiro
Suzaki

OutsideDirector

Audit andSupervisory
Committee
Member

●

●

●

●

●

●

●

●
●