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 7, 2022
To Our Shareholders
Koji Omura, President and CEOApaman Co., Ltd.
1-8-1 Marunouchi, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 23rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

Apaman Co., Ltd. will hold the 23rd Ordinary General Meeting of Shareholders as described below.
Due to the COVID-19 crisis, shareholders are asked not to attend the shareholders meeting, regardless of yourcurrent health, and to submit your votes in writing before the meeting. Please read the Reference Documents
for the General Meeting of Shareholders. You are requested to indicate your approval or disapproval of theproposals on the enclosed Voting Rights Exercise Form and return it so that it will reach us by 6 p.m. on
Thursday, December 22, 2022.
1. Time and Date:
2. Place:

10 a.m., Friday, December 23, 2022
(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:
1. Reports on the Business Report and the Consolidated Financial Statements, and theReports:
Results of the Audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 23rd Fiscal Year (October 1,2021 to September 30, 2022)
2. Report on the Non-consolidated Financial Statements for the 23rd Fiscal Year
(October 1, 2021 to September 30, 2022)
Agenda:Partial Amendments to Articles of Incorporation
Proposal No. 1:
Election of Four (4) Directors
Proposal No. 2:
Election of One (1) Audit & Supervisory Board Member
Proposal No. 3:

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 any amendment is made to the Reference Documents for the General Meeting of Shareholders, the amended
information will be disclosed on the Apaman website (https://www.apamanshop-hd.co.jp/).
3. The voting results for this proposal will be disclosed on the Apaman website instead of providing notification using apaper document.

1Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Partial Amendments to Articles of Incorporation
1. Reasons for Proposal
The amended provisions stipulated in the proviso of Article 1 in the supplementary provision of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) became effective on September 1, 2022. Accordingly, Apaman
proposes the following amendments to the Articles of Incorporation in order to allow the electronic provision of materials
for the General Meeting of Shareholders.
(1) Article 15, Paragraph 1 of the proposed change stipulates that the Company takes the electronic provision measure for
information included in the reference documents for General Meeting of Shareholders, etc.
(2) Article 15, Paragraph 2 of the proposed change provides for limiting the scope of matters to be included in thedocument to be delivered to shareholders who have requested delivery of the document.
(3) The provision for the Internet Disclosure and Deemed Provision of Reference Documents for the Shareholders
Meeting (Article 13, Paragraph 2 of the current Articles of Incorporation) shall be deleted as it is no longer necessary.
(4) Establish supplementary provisions for transitional measures and other items in accordance with these changes.
(5) In addition, articles are re-numbered to reflect above amendments.
2. Proposed Amendment
Proposed amendments are as follows.
CurrentArticle 1 to 12 (Omitted)(Proposed amendments are underlined.)
Proposed amendments
Article 1 to 12 (Remain unchanged)(Convocation)
Article 13 The Annual General Meeting of
Shareholders shall be convened within threemonths after the close of each business year,
and an extraordinary general meeting ofshareholders shall be convened whenevernecessary.

(Convocation)
Article 13 The Annual General Meeting of
Shareholders shall be convened within threemonths after the close of each business year,
and an extraordinary general meeting ofshareholders shall be convened whenevernecessary.

2.

The Company may disclose information to
be described or indicated in the reference
documents for the General Meeting of
Shareholders, non-consolidated financial
statements, consolidated financial
statements, and business reports through theInternet in accordance with the Ordinance ofthe Ministry of Justice of Japan.

[Deleted]

Article 14 (Omitted)

Article 14 (Remain unchanged)

2Current[New addition]

Proposed amendments(Electronic Provision Measure, Etc.)
Article 15 The Company shall, when convening a
Shareholders Meeting, take the electronic
provision measure for information included in
the reference documents for General Meetingof Shareholders, etc.
2.

Among the matters subject to the electronic
provision measure, the Company may
choose not to include all or part of thematters stipulated in the Ordinance of theMinistry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

Article 16 to 39 (Articles are re-numbered, text remains
unchanged)

Article 15 to 38 (Omitted)[New addition](Supplementary Provisions)(Transitional Measures for Electronic Provision Measure,Etc.)
Article 1 Notwithstanding the provisions of the
proposed Article 15 (Electronic ProvisionMeasure, Etc.), Article 13, Paragraph 2 of thecurrent Articles of Incorporation shall remain
in force with respect to a ShareholdersMeeting to be held on or before February 28,2023.
2.

3

These supplementary provisions shall bedeleted on the later of either March 1, 2023
or the day on which three (3) months elapse
from the day of the Shareholders Meeting set
forth in the preceding paragraph.

Proposal No. 2: 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 are proposed. The candidates for Directors 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 “Company”), theOctober 1999
President and CEO of 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, 2022)

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:4,001,060 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. (currentlyApaman 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.

4

Common stock:160,820 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, 2022)

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 shareOutside Audit & Supervisory Board Member ofAppBank Inc. (current)
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

4Akihito
Watanabe(February 17,1964)

June 2021

Common stock:0 shareManaging 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 Directors.
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 Directors. 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 Directors 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 tax accountant and administrative
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 and suggestions,mainly from the perspective of finance and accounting, based on his extensive experience and expertise as atax accountant and administrative scrivener.
6. The other significant positions of Mr. Takahashi are representative attorney of the Legal Professional
Corporation Yujirou Takahashi Law Office and Outside Director of SystemSoft Corporation. The other5

significant positions of Mr. Watanabe are representative of Watanabe Liesenberg Tax Accountants’
Corporation, and Managing Director of Tokyo Certified Public Tax Accountants’ Association.
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 years.
9. The term of office of Mr. Takahashi as a Director of the Company will be six years at the conclusion of this
General Meeting of Shareholders.
10. The term of office of Mr. Watanabe as a Director of the Company will be two years at the conclusion of this
General Meeting of Shareholders.
11. Paragraph 2, Article 24 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 as
stipulated 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 430-2of the Companies Act. The Company has no intention to conclude these contracts.
12. The Company has signed liability insurance agreements with an insurance company for all Directors andAudit & Supervisory Board Members of the Company as stipulated in Paragraph 1, Article 430-3 of theCompanies Act. Under this insurance contract, compensation for legal damages due to the performance ofduties and dispute costs incurred by insured will be covered, and the Company paid the entire 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 policy. The insurance policy isscheduled to be renewed with the same terms and conditions at the next renewal.

6Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Takaaki Yamazaki will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed.
This proposal has received the consent of the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Reelection

Takaaki Yamazaki(October 19, 1953)

Past experience, positions and responsibilities,
and significant concurrent positions)
April 1976

Joined Kyuei Yoko Co., Ltd.

February 1996

Manager, Sendai Branch Sales Department of Kyuei
Yoko Co., Ltd.

November 2001

Assistant General Manager, Tokyo Branch Sales
Department of Kyuei Yoko Co., Ltd.

July 2010

Deputy General Manager, Tokyo Branch and Sales
Promotion Department of Kyuei Yoko Co., Ltd.

December 2018

Full-time Audit & Supervisory Board Member of theCompany (current)

Number of theCompany’s shares held
(As of Sep. 30, 2022)

Common stock:0 shares

Notes: 1. No material conflict of interest exists between the Company and Mr. Takaaki Yamazaki.
2. Paragraph 2, Article 31 of the Company’s Articles of Incorporation provides for signing contracts with Audit& Supervisory Board Members to limit liabilities for damages as stipulated in Paragraph 1, Article 423 ofthe Companies Act. However, the Company has not concluded and has no intention to conclude limited
liability contracts stipulated in Paragraph 1, Article 427 of the Companies Act. The Company also has notconcluded liability compensation contracts with Audit & Supervisory Board Members as stipulated inParagraph 1, Article 430-2 of the Companies Act. The Company has no intention to conclude thesecontracts.
3. The Company has signed liability insurance agreements with an insurance company for all Directors andAudit & Supervisory Board Members of the Company as stipulated in Paragraph 1, Article 430-3 of theCompanies Act. Under this insurance contract, compensation for legal damages due to the performance ofduties and dispute costs incurred by insured will be covered, and the Company paid the entire insurance
premium. In the event that the candidate for Audit & Supervisory Board Member is elected and assumes
office as Audit & Supervisory Board Member, the Audit & Supervisory Board Member is scheduled to
become insured under the relevant insurance policy. The insurance policy is scheduled to be renewed withthe same terms and conditions at the next renewal.

7