Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 7817
June 9, 2023
Start date of measures for electronic provision: June 7, 2023
To our shareholders
Tomohiko Kimura
President and Chief Executive Officer
PARAMOUNT BED HOLDINGS CO., LTD.
2-14-5 Higashisuna, Koto-ku, Tokyo, JapanNOTICE OF THE 41ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 41st Ordinary General Meeting of Shareholders of PARAMOUNT BED HOLDINGS CO., LTD. (the“Company”) will be held as described below.
Instead of attending the meeting in person, you may exercise your voting rights online or in writing (through themail). Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights as described in the Guide for Exercise of Voting Rights (in Japanese only) by 5:00 p.m., Wednesday,June 28, 2023 (Japan Standard Time).
1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m.
(Reception opens at 9:00 a.m.)
2. Venue:
Head Office, Bldg. 2, 4F
2-14-5 Higashisuna, Koto-ku, Tokyo, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 41st term (from April 1, 2022 to March 31,2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 41st term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:
Election of Five (5) Board Members (Excluding Board Members Who Are Audit andSupervisory Committee Members)
Proposal 2:
Election of One (1) Board Member Who Is an Audit and Supervisory Committee
Member
4. Other Items Relating to This Notice:(1) Approval will be assumed if you exercise your voting rights using the voting form without indicating
approval or disapproval for each proposal.
(2) Your vote via the Internet will take precedence if you exercise your voting rights both via the Internet andby returning the voting form by postal mail.
(3) Your final vote will take precedence if you exercise your voting rights via the Internet more than once.
(4) Following an amendment to the Companies Act, information contained in the Reference Documents for
the General Meeting of Shareholders (matters subject to measures for electronic provision) shall be madeavailable for verification on the websites on the following page and shall, in general, be sent as a physicalcopy only to those shareholders who have requested as such; however, for this General Meeting ofShareholders, all shareholders shall be sent a physical copy of the matters subject to measures forelectronic provision, regardless of whether a request for these documents was made.
Please note that the following matters subject to measures for electronic provision are posted on thewebsites listed in “5. Matters Concerning Measures for Electronic Provision” in accordance with the lawand with Article 14 of the Articles of Incorporation of the Company, and as such are not included in thephysical document sent to shareholders.
(i) “System for Ensuring Appropriate Business Operations” and “Overview of the Status of the Systemfor Ensuring Appropriate Business Operations” in the Business Report-1-(ii) Notes to the Consolidated Financial Statements(iii) “Balance Sheet,” “Profit and Loss Statement,” and “Statement of Changes in Shareholders’ Equity”
in the Non-Consolidated Financial Statements(iv) Auditing Report on Non-Consolidated Financial Statements
The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements
listed in this document are part of the documents audited by the Accounting Auditor and Audit andSupervisory Committee in creating audit reports.
5. Matters Concerning Measures for Electronic Provision
In convening this Shareholders’ Meeting, matters subject to measures for electronic provision are provided
electronically and are posted on the following websites online which shareholders may access to verifyinformation.
Company website:
https://www.paramountbed-hd.co.jp/ir/event/meeting (in Japanese)
Listed Company Search (Tokyo Stock Exchange)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website, enter and search for “Paramount Bed” in “Issue name (company name)” or our
securities code (7817) in “Code” and click “Basic information,” then “Documents for public inspection/PRinformation,” then “Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting” to check.)Soukai Portal (Tokyo Securities Transfer Agent)
https://www.soukai-portal.net (in Japanese)(Scan the QR code on the enclosed Voting Form or enter your ID and default password.)* QR Code is a registered trademark of Denso Wave Inc.

-Websites may be temporarily inaccessible due to scheduled maintenance or other reasons.
If you are unable to view the site, try another website or wait a while before attempting to access the site again.
In the event of any revisions to the matters subject to measures for electronic provision, the revised information will be posted on
its respective website.

Requests Regarding COVID-19 Measures・ Shareholders considering attending the General Meeting of Shareholders in person are asked to be aware of thestate of the pandemic and their own health on the day of the meeting and not take any chances if they are feelingunwell.
・ Any significant changes in the operation of the General Meeting of Shareholders due to future circumstances
will be announced on the Company’s website (https://www.paramountbed-hd.co.jp/ir/event/meeting (inJapanese)).

-2-

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

Election of Five (5) Board Members (Excluding Board Members Who Are Audit andSupervisory Committee Members)

At the time of the conclusion of this General Meeting, the terms of office of all five (5) Board Members (excluding
Board Members who are Audit and Supervisory Committee Members; hereafter the same shall apply in thisProposal) will expire. Therefore, the Company proposes the election of five (5) Board Members.
Moreover, although this proposal has been considered by the Audit and Supervisory Committee, it has expressed its
opinion to the effect that it has no objections.
The candidates for Board Member are as follows:No.
12345Name
Kyosuke Kimura
Tomohiko Kimura
Yosuke Kimura
Toshiyuki Hatta
Masaki Kobayashi

Reelection
Reelection
Reelection
Reelection
New election

Position and responsibilities in the Company
Chairperson
President and Chief Executive Officer
Member of the Board
Member of the Board
Corporate Officer-3-No.

Name(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1979
Aug. 1979
Oct. 1982
Sept. 1987
Apr. 1991
Apr. 1997
Apr. 200912

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Member of the Board of Paramount Bed Co., LTD.
Member of the Board of the Company
Senior Managing Director of Paramount Bed Co., LTD.
Senior Executive Director of Paramount Bed Co., LTD.
Executive Vice President of Paramount Bed Co., LTD.
President and Chief Executive Officer of Paramount Bed
Kyosuke KimuraCo., LTD.
(September 20, 1950)
1,812,987 sharesFeb. 2011
President and Chief Executive Officer of the Company
Apr. 2020
Chairperson of the Company (present position)
Reelection
Apr. 2020
Chairperson of Paramount Bed Co., LTD. (presentposition)
June 2021
Outside Member of the Board of YUASA TRADING
CO., LTD. (present position)[Significant concurrent position outside the Company]
Chairperson of Paramount Bed Co., LTD.
Outside Member of the Board of YUASA TRADING CO., LTD.
[Reasons for nomination as candidate for Board Member]
Kyosuke Kimura has been a Board Member and Representative Director of the Company and the subsidiaries of theGroup for many years and has engaged in the corporate management. The Company has selected him as a candidate
again based on his plentiful experience and achievements.
Apr. 2008
Joined Paramount Bed Co., LTD.
June 2010
Corporate Officer, Deputy Director of Business Strategy
Planning Division of Paramount Bed Co., LTD.
Apr. 2011
Corporate Officer, Director of Global Business Divisionof Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer of the Company
June 2014
Senior Corporate Officer of the Company
June2015
Memberof the Board of Paramount Bed Co., LTD.
Tomohiko Kimura
Apr.
2016
SeniorManaging
Director of Paramount Bed Co., LTD.
(July 17, 1977)
1,762,865 shares
June 2018
Senior Managing Director of the Company
Reelection
June 2019
Senior Executive Director of the Company
June 2019
Senior Executive Director of Paramount Bed Co., LTD.
Apr. 2020
President and Chief Executive Officer of the Company(present position)
Apr. 2020
President and Chief Executive Officer of Paramount BedCo., LTD. (present position)[Significant concurrent position outside the Company]
President and Chief Executive Officer of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Tomohiko Kimura has been primarily responsible for the Business Strategy Planning and Global Business Divisions. He
has worked as Senior Managing Director of Paramount Bed Co., LTD. from 2016, and has worked as Senior Managing
Director of the Company from 2018, as Senior Executive Director from 2019, and as President and Chief ExecutiveOfficer from April 2020. The Company has selected him as a candidate again based on his plentiful experience andachievements in the Group.

-4-No.

Name(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 2013
June 201534

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Corporate Officer, Deputy Director of TechnicalEngineering Division of Paramount Bed Co., LTD.
Apr. 2017
Corporate Officer, Director of Technical Engineering
Division of Paramount Bed Co., LTD.
June 2017
Member of the Board, Director of Technical Engineering
Division of Paramount Bed Co., LTD.
Apr. 2018
Member of the Board, Executive Director of Financeand System Administration Division of Paramount Bed
Yosuke KimuraCo., LTD. (present position)(October 10, 1980)
747,123 shares
June 2019
Corporate Officer, General Manager of Finance
Department and Information System Department of theReelection
Company
June 2020
Chief Financial Officer and Member of the Board,
General Manager of Finance Department andInformation System Department of the Company
July 2022
Chief Financial Officer and Member of the Board of theCompany (present position)[Significant concurrent position outside the Company]
Member of the Board, Executive Director of Finance and System
Administration Division of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Yosuke Kimura has been primarily responsible for the Technical Engineering, and Finance and System Administration
Divisions. He has worked as Corporate Officer and a Board Member of Paramount Bed Co., LTD. from 2015 and 2017,
respectively, and has worked as Corporate Officer and a Board Member of the Company from 2019 and 2020,
respectively. The Company has selected him as a candidate again based on his experience and achievements in theGroup.
Apr. 1984
Joined Paramount Bed Co., LTD.
June 2011
Corporate Officer, General Manager of Human Resource
Department and Public and Investor RelationsDepartment of Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer, General Manager of Human Resource
Department and Public and Investor Relations
Department of the Company
June 2018
Corporate Officer, General Manager of General Affairs
Department and Human Resource Department of theCompany
June 2018
Corporate Officer, Executive Director of Administration
Toshiyuki Hatta
Division of Paramount Bed Co., LTD.
(December 21, 1961)
9,351 shares
June 2019
Member of the Board, General Manager of General
Reelection
Affairs Department and Human Resource Department ofthe Company
June 2019
Member of the Board, Executive Director ofAdministration Division of Paramount Bed Co., LTD.
(present position)
July 2020
Member of the Board, General Manager of General
Affairs Department of the Company
July 2022
Member of the Board of the Company (present position)[Significant concurrent position outside the Company]
Member of the Board, Executive Director of Administration Division ofParamount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Toshiyuki Hatta has been primarily responsible for the Human Resource, and Public and Investor Relations
Departments. He has worked as Corporate Officer of the Company and Paramount Bed Co., LTD. from 2011, and has
worked as a Board Member from 2019. The Company has selected him as a candidate again based on his plentiful
experience and achievements in the Group.

-5-No.

Name(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1995
Dec. 2012
Apr. 2017

5

Notes:

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
President of Paramount Bed (Thailand) Co., Ltd.
Member of the Board of Paramount Bed (China) Co.,Ltd.
Jan. 2018
Member of the Board, Executive Sales Director ofShanghai Representative Office of Paramount Bed(China) Co., Ltd.
Masaki Kobayashi(August 4, 1972)
June 2021Corporate Officer, Deputy Executive Director of
1,096 shares
Corporate Planning Division of Paramount Bed Co.,
New election
LTD.
June 2022
Corporate Officer of the Company (present position)
June 2022
Member of the Board, Chief Strategy Officer ofParamount Bed Co., LTD. (present position)[Significant concurrent position outside the Company]
Member of the Board, Chief Strategy Officer of Paramount Bed Co.,LTD.
[Reasons for nomination as candidate for Board Member]
Masaki Kobayashi has been primarily responsible for the Sales, Global Business, and Corporate Planning Divisions, hasserved as President of an overseas subsidiary since 2012, Corporate Officer of Paramount Bed Co., LTD. since 2021,and Corporate Officer of the Company and Member of the Board of Paramount Bed Corporation since 2022. TheCompany has selected him as a candidate based on his plentiful experience and achievements in the Group.
1. There is no special interest between each of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 ofthe Companies Act with an insurance company. The policy covers a certain amount of losses in cases where an insured
bears expenses of litigation arising from the performance of duties as a director or officer and pays an amount ofindemnification or settlement money to a third party or company.
The insureds in the directors and officers liability insurance policy are Board Members, Auditors, and Corporate Officersof the Company and its subsidiaries, and the premiums for all insureds are fully borne by the Company. If the election ofeach candidate is approved, each of them will continue to be included in the policy as an insured. The Company plans torenew the policy with the same details during their terms of office.

-6-Proposal 2:

Election of One (1) Board Member Who Is an Audit and Supervisory Committee Member

As of March 31, 2023, Director Masaki Sato, an Audit and Supervisory Committee member, has resigned, thus
stepping down from this position. Therefore, the Company requests the election of one (1) Board Member who isan Audit and Supervisory Committee Member. The term of the newly appointed Board Member who is an Audit
and Supervisory Committee Member will be until the expiration of the term of office of Masaki Sato, who has
resigned, as stipulated in the Company’s Articles of Incorporation.
In addition, this proposal has obtained the consent of the Audit and Supervisory Committee.
Candidates for the role of Board Members who are Audit and Supervisory Committee Members are as follows.
NameKazuo Takahashi

Position and responsibilities in the Company
New election–-7-Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1982
Apr. 2007

Number of theCompany’s shares
ownedJoined Daiwa Securities Co. Ltd.
Senior Managing Director of Daiwa Securities SMBC Co.,
Ltd. (currently Daiwa Securities Co. Ltd.)
Apr. 2010
Executive Managing Director of Daiwa Securities CapitalMarkets Co., Ltd. (currently Daiwa Securities Co. Ltd.)
Apr. 2012
Member of the Board and Executive Managing Director ofDaiwa Securities Co. Ltd.
Apr. 2013
Member of the Board and Senior Executive Managing
Kazuo Takahashi
Director of Daiwa Securities Co. Ltd.
(January 8, 1960)- shares
Apr. 2017
Corporate Executive Officer and Deputy President of Daiwa
Securities Group Inc.
New election
Representative Director and Deputy President of Daiwa
Securities Co. Ltd.
June 2017
Member of the Board, Corporate Executive Officer andDeputy President of Daiwa Securities Group Inc.
June 2020
Corporate Executive Officer and Deputy President of Daiwa
Securities Group Inc.
Apr. 2022
Advisor of Daiwa Securities Co. Ltd.
Mar. 2023
Retired as Advisor at Daiwa Securities Co. Ltd.
[Reasons for nomination as candidate for Outside Board Member who is an Audit and Supervisory Committee Member and outline
of expected roles]
Kazuo Takahashi has extensive experience in the corporate sector at financial institutions as well as extensive experience and deep
insight as an executive manager, which we believe will serve the management of the Company well and further strengthen ourcorporate governance system. For these reasons, the Company has nominated him as an Outside Board Member who is an Audit andSupervisory Committee Member.
Notes: 1. There is no special interest between Kazuo Takahashi and the Company.
2. Kazuo Takahashi is a candidate for Outside Board Member.
3. If the appointment of Kazuo Takahashi is approved, the Company plans to enter into a limited liability agreement basedon Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation regarding the liability
for damages under Article 423, Paragraph 1 of the Companies Act, limiting liability to the minimum liability amountspecified in Article 425, Paragraph 1 of the Companies Act.
4. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 ofthe Companies Act with an insurance company. The policy covers a certain amount of losses in cases where an insured
bears expenses of litigation arising from the performance of duties as a director or officer and pays an amount ofindemnification or settlement money to a third party or company.
The insureds in the directors and officers liability insurance policy are Board Members, Auditors, and Corporate Officersof the Company and its subsidiaries, and the premiums for all insureds are fully borne by the Company. If the election of
the candidate is approved, he will be included in the policy as an insured. The Company plans to renew the policy withthe same details during their terms of office.
5. Kazuo Takahashi is a candidate for Independent Officer as stipulated by the Tokyo Stock Exchange.

-8-[Reference]
List of Board Members if Proposals 1 and 2 are Approved and Their Skill Matrix
A list of members of the Board and the Audit and Supervisory Committee if Proposals 1 and 2 are approved andadopted and their expertise are as follows.
The areas of expertise that are particularly expected based on each Board Member and candidate for Board
Member’s experience to date are marked with ●. Note that the matrix does not show all insight or experiences theymay have.
Name

Kyosuke
KimuraTomohiko
KimuraYosukeKimuraToshiyuki
Hatta
Masaki
Kobayashi

Position in the Company

Corporate
management,
businessstrategyChairperson●

President and Chief
Executive Officer●

Board Member

Finance,accounting

Production,technology,
quality

Legal affairs,
compliance●●

Board Member

●
●

●

●

●

●

●

-9-●

●
●

KenjiOuchi

Global●●Board Member

Board Member(Full-time Audit andSupervisory CommitteeMember)
Outside Board Member
Yukari Oka (Audit and SupervisoryCommittee Member)
Outside Board Member
Yoshikazu(Audit and Supervisory
GotoCommittee Member)
Outside Board Member
Kazuo(Audit and Supervisory
Takahashi Committee Member)

Humanresources,
labor, talentdevelopment●