Please note that the following is an unofficial English translation of the Japanese original text of the Notice of Convocation of the23rd Ordinary General Meeting of Shareholders of Apaman Co., Ltd. This translation is provided for reference and convenience
purposes only and without any guarantee as to its accuracy or otherwise. In the event of any discrepancy between this translation andthe Japanese original, the latter shall prevail.

Securities Code: 8889
December 6, 2023
(Commencement of measures for electronic provision: November 30, 2023)
To Our Shareholders
Koji Omura, President and CEOApaman Co., Ltd.
1-8-1 Marunouchi, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 24th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Apaman Co., Ltd. (hereinafter the “Company”) will hold the 24th Ordinary General Meeting of Shareholders
as described below.
In convening the General Meeting of Shareholders, the Company has taken measures for electronic provisionand has posted matters subject to the measures for electronic provision as “NOTICE OF CONVOCATION OF
THE 24th ORDINARY GENERAL MEETING OF SHAREHOLDERS” on the following Company’s website.
 The Company’s website: https://apamanshop-hd.co.jp/en/ir/library/generalmeeting/In addition to the website above, these matters are also posted on the following websites.
 Net de Shoshu (online convocation) website: https://s.srdb.jp/8889 (available in Japanese only) Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website, enter the Company’s name (Apaman) or the securities code (8889), and click“Search.” Then select “Basic information” and “Documents for public inspection/PR information” toview the information.
The shareholders who are unable to attend the meeting may exercise their voting rights in writing. Please readthe Reference Documents for the General Meeting of Shareholders. You are requested to indicate your approvalor disapproval of the proposals on the enclosed Voting Rights Exercise Form and return it so that it will reach
us by 6 p.m. on Thursday, December 21, 2023, Japan time.

11. Time and Date:
2. Place:

10 a.m., Friday, December 22, 2023, Japan time
(The reception desk will open at 9 a.m.)
Room 801, 8F, TEKKO KAIKAN Building,
3-2-10 Kayabacho, Nihombashi, Chuo-ku, Tokyo

3. Objectives of the Meeting:
Reports:
1. Reports on the Business Report and the Consolidated Financial Statements, and theResults of the Audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 24th Fiscal Year (October 1,2022 to September 30, 2023)
2. Report on the Non-consolidated Financial Statements for the 24th Fiscal Year
(October 1, 2022 to September 30, 2023)
Agenda:Proposal:
Election of Four (4) Directors

1. For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk. To reduce the needfor paper documents, please bring this convocation notice with you.
2. If neither approval nor disapproval of a proposal is indicated on a Voting Rights Exercise Form, it shall be deemed anindication of approval.
3. The document delivered to shareholders also serves as a document that states the matters subject to the measures forelectronic provision, which is delivered to shareholders who have requested a paper copy of it. Please note that inaccordance with the provisions of laws and regulations as well as Paragraph 2, Article 15 of the Company’s Articles ofIncorporation, the following items are not included in it. Accordingly, the document is part of the documents auditedby the Audit & Supervisory Board Members and the Accounting Auditor in the course of preparing their respective
audit reports.
 Notes to the Consolidated Financial Statements in the Consolidated Financial Statements
 Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements
4. If any amendments are made to the matters subject to the measures for electronic provision, such amendments will be
posted on the respective websites where the matters are posted.
5. The voting results for this proposal will be disclosed on the Company’s website (https://apamanshophd.co.jp/ir/library/generalmeeting/) (available in Japanese only) instead of providing notification using a paper
document.

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Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal: Election of Four (4) Directors
The terms of office of all four (4) Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of four (4) Directors is proposed. The candidates for Director are as follows.
No.

Name(Date of birth)

Past experience, positions and responsibilities,and significant concurrent positions

One of the key people holding the Apamanshop Seminar(a voluntary research organization)
Established Apaman Co., Ltd, the President and CEO ofOctober 1999
the Company (current)
September 2005 President of Apamanshop Leasing Co., Ltd. (currentlyApaman Property Co., Ltd.)
December 2005 Chairman of SystemSoft Corporation

Number of theCompany’s shares held
(As of Sep. 30, 2023)

October 1998

Reelection

1

Koji Omura(June 29, 1965) July 2006

January 2013

Chairman and CEO of Apamanshop Network Co., Ltd.
(currently Apaman Network Co., Ltd.)
Director of SystemSoft Corporation (current)

October 2017

Chairman of Apaman Property Co., Ltd.

Common stock:
5,920,030 shares

December 2018 Chairman of Apaman Network Co., Ltd. (current)
December 2018 Director of Apaman Property Co., Ltd. (current)
Joined the Company, Deputy Executive Manager ofFranchise Operations DivisionDecember 2003 Director, Deputy Executive Manager of FranchiseOperations Division of the Company
Director, Executive Manager of Franchise Operations
July 2004
Division of the Company
Managing Director (current), Executive Manager ofOctober 2004
Franchise Operations Division of the Company
December 2005 Outside Audit & Supervisory Board Member ofReelection
SystemSoft Corporation
TakashiManaging Director, Executive Manager of System
July 2006
Kawamori
Division of the Company,(November 30,President of Apamanshop Network Co., Ltd. (currently1965)
Apaman Network Co., Ltd.),
Director, Executive Manager of Leasing Operations
Division of Apamanshop Leasing Co., Ltd. (currently
Apaman Property Co., Ltd.)Managing Director and Executive Manager of the Tokyo
June 2007
Regional Headquarters of Apamanshop Leasing Co., Ltd.
(currently Apaman Property Co., Ltd.)
December 2018 Vice Chairman of Apaman Network Co., Ltd. (current)
October 2003

2December 2018 Director of Apaman Property Co., Ltd.

3Common stock:
161,620 shares

No.

Name(Date of birth)

Past experience, positions and responsibilities,
and significant concurrent positions

August 1978

Joined Tatsumi Legal Institute

April 1990

Registered as an attorney

Number of theCompany’s shares held
(As of Sep. 30, 2023)

December 1991 Representative of Yujirou Takahashi Law Office
Reelection

3Yujirou
Takahashi(April 29,1950)

November 2011 Representative of Legal Professional Corporation
Yujirou Takahashi Law Office (current)
December 2014 Outside Director of SystemSoft Corporation (current)
December 2016 Outside Director of the Company (current)

Common stock:0 shares

Outside Audit & Supervisory Board Member ofAppBank Inc.
September 2017 Supervisory Director of Poly Plus Investment
Corporation
Registered as a certified tax accountant
August 1996
March 2017

Representative of Watanabe Liesenberg Tax
Accountants’ Corporation (current)
December 2015 Outside Audit & Supervisory Board Member of Waqoo,Inc. (current)
Outside Audit & Supervisory Board Member of NAPS
April 2017
Inc. (current)
December 2020 Outside Director of the Company (current)
July 2002

Reelection

4

AkihitoWatanabe(February 17,1964)

June 2021

Common stock:0 shares

Managing Director of Tokyo Certified Public Tax
Accountants’ Association (current)

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates for Director.
2. Reasons for nominating Mr. Koji Omura as a candidate for Director:
Mr. Omura is the founder of the Company and has led the management of the Group as Representative
Director for many years, demonstrating strong leadership. The Company believes that his extensive
experience and knowledge of the industry and corporate management are indispensable for the managementof the Group and the improvement of the corporate value, and therefore shareholders are asked to continue tovote for Mr. Omura as a Director.
3. Reasons for nominating Mr. Takashi Kawamori as a candidate for Director:
Mr. Kawamori has held key positions in the sales division for many years, and has led the growth of theentire Group. With his extensive experience, and in-depth knowledge of the industry and personalconnections, the Company believes that he can be expected to contribute to the further growth of the entire
Group in the future, and therefore shareholders are asked to continue to vote for Mr. Kawamori as a Director.
4. Mr. Yujirou Takahashi and Mr. Akihito Watanabe are candidates for Outside Director. The Company hasregistered Mr. Takahashi and Mr. Watanabe as Independent Directors as provided for in the rules of the Tokyo
Stock Exchange. If they are reelected, they will continue to be in office as Independent Directors.
5. Reasons for nominating Mr. Takahashi and Mr. Watanabe as candidates for Outside Director and their
expected roles:
Mr. Takahashi has no direct involvement in corporate management other than as an outside officer. However,
he has acquired extensive knowledge of legal matters from his experience as an attorney. Since the Company
believes that Mr. Takahashi can use this knowledge to provide a variety of opinions, shareholders are asked tovote for Mr. Takahashi. The Company expects him to play an appropriate role in ensuring the adequacy andappropriateness of decision-making at the Company, mainly by providing supervision and advice onmanagement issues, etc., based on his extensive knowledge and broad insight as an attorney.
Mr. Watanabe has no direct involvement in corporate management other than as an outside officer. However,
the Company believes that he can use his knowledge and experience as a certified tax accountant andadministrative scrivener to provide suitable guidance concerning management. As a result, shareholders are
asked to vote for Mr. Watanabe. The Company expects him to play a role in providing appropriate advice andsuggestions, mainly from the perspective of finance and accounting, based on his extensive experience andexpertise as a certified tax accountant and administrative scrivener.
6. The other significant positions of Mr. Takahashi are representative of the Legal Professional CorporationYujirou Takahashi Law Office and Outside Director of SystemSoft Corporation. The other significant
4positions of Mr. Watanabe are representative of Watanabe Liesenberg Tax Accountants’ Corporation,Managing Director of Tokyo Certified Public Tax Accountants’ Association, Outside Audit & Supervisory
Board Member of Waqoo, Inc., and Outside Audit & Supervisory Board Member of NAPS Inc.
7. SystemSoft Corporation, where Mr. Takahashi is an Outside Director, is an equity-method affiliate of theCompany.
8. Mr. Takahashi and Mr. Watanabe have no plans to receive a significant amount of money or other assets(excluding remuneration as a Director or in a similar role) from the Company or an affiliated company andhave not received a significant amount of money or other assets from the Company or an affiliated company
during the past two (2) years.
9. The term of office of Mr. Takahashi as a Director of the Company will be seven (7) years at the conclusionof this General Meeting of Shareholders.
10. The term of office of Mr. Watanabe as a Director of the Company will be three (3) years at the conclusion ofthis General Meeting of Shareholders.
11. Paragraph 2, Article 25 of the Company’s Articles of Incorporation provides for signing contracts withDirectors (except Directors with executive duties at the Company) to limit liabilities for damages asstipulated in Paragraph 1, Article 423 of the Companies Act. However, the Company has not concluded
limited liability contracts stipulated in Paragraph 1, Article 427 of the Companies Act. The Company also
has not concluded liability compensation contracts with Directors as stipulated in Paragraph 1, Article 430-2
of the Companies Act. The Company has no intention to conclude these contracts.
12. The Company has signed a directors and officers liability insurance agreement with an insurance company
as stipulated in Paragraph 1, Article 430-3 of the Companies Act. Under this insurance contract, personal
damages incurred by the insureds and certain expenses incurred by the Company in the event of a claim fordamages arising out of the insureds’ performance of duties will be covered, and the Company bears theentire insurance premium. In the event that each candidate for Director is elected and assumes office as
Director, all Directors are scheduled to become insured under the relevant insurance agreement. The
insurance agreement is scheduled to be renewed with the same terms and conditions at the next renewal.

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