Securities code: 8892

ES-CON JAPAN Ltd.

29th Regular General Meetingof Shareholders

Announcement

Date and time

10:00 a.m. June 25 (Tue.), 2024
Location

4-1 Mita 1-chome, Meguro-ku, Tokyo
Kaedenoma, B1, Westin Tokyo(The venue differs from the venue for the previous
Regular General Meeting of Shareholders. Pleaserefer to the “Map for General Meeting of
Shareholders” at the end of this Announcement.)

Items for voting

Smartannouncement

The important informationin this Announcement
may be viewed on
personal computers andsmartphones as well.
https://p.sokai.jp/8892/

Agenda Item 1 Disposal of surplus
Agenda Item 2 Election of six directors(excluding directors who
are auditor directors)
Agenda Item 3 Election of one director
who is auditor director
Agenda Item 4 Partial revision of
performance-based stock
reward system fordirectors (excluding
directors who are auditor
directors, external
directors, or nonexecutive directors) and(authorized) executive
managing officers

Securities code: 8892
June 10, 2024
To all shareholders:
2-10-4 Toranomon, Minato-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of 29th Regular General Meeting of Shareholders
Thank you for your ongoing support.
We request your attendance at the 29th Regular General Meeting of Shareholders. Information on
the Meeting is provided below.
Information for this General Meeting of Shareholders, including reference documents for the
General Meeting of Shareholders (items provided digitally), is posted to the following websites.
Please access any of these websites to review this information.
[Company website (Japanese)]https://www.es-conjapan.co.jp/investor/library.php(Visit the above website to review the Announcement of 2024 Regular General Meeting of
Shareholders.)[General Meeting of Shareholders reference documents site]

https://d.sokai.jp/8892/teiji/[Tokyo Stock Exchange website (TSE listed firms information service)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Visit the Tokyo Stock Exchange website above and search by entering “ES-CON JAPAN” under“Issue name (company name)” or the Company’s securities code “8892” under “Code”; first choose“Basic information,” then “Documents for public inspection/PR information,” then check “Notice ofGeneral Shareholders Meeting/Informational Materials for General Shareholders Meeting” under“Filed information available for public inspection.”)If you cannot attend, you are entitled to exercise your voting rights via the Internet or in writing (bypost) by either of the two methods given below. Refer to the “Reference Documents for the General
Meeting of Shareholders.” Note that you must exercise your voting rights no later than the end of
business hours (6:00 p.m.) on Monday, June 24, 2024.

- 1 -[Exercising Voting Rights via the Internet, etc.]
Indicate either your approval or disapproval of each agenda item on the Voting Right Execution Formsent with this Announcement, then return the form so that it is received by the above deadline.
[Exercising Voting Rights by Post Mail]
Give either your approval or disapproval of each agenda item in the enclosed Voting Right Execution
Form, and then return so that it will be received by the above deadline.
1. Date and time

10:00 a.m. (reception opens at 9:00 a.m.) June 25 (Tue.), 2024
(The date of this Regular General Meeting of Shareholders differs substantially from that of theprevious Regular General Meeting of Shareholders due to the change in the ending date of the
fiscal term of ES-CON JAPAN Ltd. from December 31 to March 31 effective with Term 29 (thecurrent term), under a resolution passed in the Extraordinary General Meeting of Shareholders held
on November 29, 2023.)

2. Location

4-1 Mita 1-chome, Meguro-ku, Tokyo
Kaedenoma, B1, Westin Tokyo* The venue differs from the venue for the previous Regular General Meeting of
Shareholders. Please refer to the “Map for General Meeting of Shareholders” at
the end of this Announcement.

3. Objectives
Reported items

Items for voting
Agenda Item 1
Agenda Item 2
Agenda Item 3
Agenda Item 4

1. Term 29 (January 1, 2023 to March 31, 2024)
Contents of business reports and consolidated account statements, as wellas consolidated account statement audit reports from account auditors andthe Auditors Committee
2. Term 29 (January 1, 2023 to March 31, 2024)
Items reported in account statements

Disposal of surplus
Election of six directors (excluding directors who are auditor directors)
Election of one director who is auditor director
Partial revision of performance-based stock reward system for directors (excluding
directors who are auditor directors, external directors, or non-executive directors)and (authorized) executive managing officers

4. Decisions related to this Announcement (exercise of voting rights)
1. When exercising voting rights in writing (by post), a Voting Right Execution
Form on which neither approval nor disapproval is indicated for an agenda
item shall be treated as indicating approval of the agenda item.
2. If voting rights have been exercised multiple times, the exercise received by
ES-CON JAPAN last shall be treated as the valid exercise of voting rights. If
exercise of voting rights via the Internet or other means and exercise of voting
rights in writing are received on the same date, the exercise of voting rights
via the Internet shall be treated as the valid exercise of voting rights.
---------------------------------------------------------------------------------------------------------------------------------------------------------- Please submit the enclosed form for Exercise of Voting Right to the reception desk at the venue when you arrive.
 Any revisions of items or information provided digitally will be announced on the above websites, together with therelevant items before and after their revision.
 Shareholders who request printed documents will be sent printed documents containing the items provided
digitally. However, pursuant to applicable laws, regulations, and the provisions of Article 17, Paragraph 2 of theCompany Articles of Association, such printed documents will not include the following items:(i) The following items from consolidated financial statements: Consolidated statement of changes in net assets andNotes to consolidated financial statements(ii) The following items from nonconsolidated financial statements: Statement of changes in net assets and Notes tonon-consolidated financial statements
Accordingly, the business report, consolidated financial statements, and nonconsolidated financial statements
contained in such documents constitute documents subject to audit by the account auditors and the Auditor
Committee when preparing the account audit report and the audit report, respectively.
 Exercise of a voting right by proxy shall be possible only if the person commissioned as a proxy is a shareholder
with voting rights. Furthermore, only one proxy can be used.
 No souvenirs will be provided to shareholders attending the Regular General Meeting of Shareholders.

- 2 -Reference Documents for the General Meeting of Shareholders
Agenda Items and References
Agenda Item 1

Disposal of surplus

ES-CON JAPAN Ltd. views the returning of profits to all of its shareholders as one of its main tasks,
and its basic policy is to make decisions after comprehensively taking into consideration performance,
replenishment of internal reserves, and dividend trends, etc., and to return profits to shareholders in an
ongoing and stable manner corresponding to the company’s growth potential.
Based on this policy, dividends at the end of the current term will be as follows:

1 Type of dividend assets

Items relating to allocation of
2 dividend assets toshareholders, and total
amount thereof

3

Date on which surplus
dividend takes effectCash

48 yen per share of common stock of ES-CON JAPAN Ltd.

4,648,700,976 yen

June 26, 2024

- 3 -

Agenda Item 2Election of six directors (excluding directors who areauditor directors)

Except for directors who are auditor directors (the same applying hereafter), the term of office will
expire for all six directors at the end of this General Meeting. We therefore propose the election of six
directors.
To ensure fairness and transparency, the selection of each candidate involved consultations with theNomination and Remuneration Advisory Committee, key members of which consist of external directors.
Moreover, regarding this agenda item, the Auditor Committee has examined each candidate and statedthat there are no issues needing to be pointed out.
Candidates are as follows:

- 4 -

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

September 2001 - Joined ES-CON JAPAN Ltd.
February 2006 - Operating Officer, ES-CON JAPAN Ltd.
March 2007 - Managing Director, ES-CON JAPAN Ltd.
November 2010 - Head of Business Division, ES-CON
JAPAN Ltd.
March 2011 - President and Representative Director,
ES-CON JAPAN Ltd. (present post)
January 2012 - Head of Tokyo Office, ES-CON JAPANLtd.
May 2013 - President and Representative Director,
ES-CON PROPERTY Ltd.
August 2013 - Head of Development Division, ES-CON
JAPAN Ltd.
July 2014 - Director, ES-CON ASSET MANAGEMENT
Ltd.
November 2014 - President and Corporate Officer,
ES-CON JAPAN Ltd. (present post)
September 2016 - Director, ES-CON LIVING SERVICE
Ltd.
July 2018 - Director, ES-CON PROPERTY Ltd.
July 2019 - Director, One’s Own House Co., Ltd.
(currently ES-CON HOME Ltd.)
July 2019 - Director, Rise Home Co., Ltd. (currently
ES-CON CRAFT Ltd.)
December 2019 - Director, ES-CON GLOBAL WORKS
Ltd.
January 2020 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)
October 2020 - Director, Ryomon Co., Ltd. (present post)
October 2021 - Director, Picasso Co., Ltd. (present post)
Director, Yuki Sangyo Co., Ltd. (present post)
January 2022 - Director, FUEL Inc.
July 2023 - Director, Shijo Omiya Building Co., Ltd.
(present post)
December 2023 – Executive Chairman, ES-CON Sports& Entertainment Ltd. (present post)

1,286,600

Reappointment

1

Candidate

Takatoshi Ito(September 1,
1971)

Reason for Candidacy as Director
Mr. Ito has handled the management of our group as the company’s President and Director,
has led the group through his strong leadership, and has contributed to development andexpansion into multiple businesses. We propose that he be reappointed as a director toallow him to continue contributing to the functional enhancements of the Board of Directors,
leveraging his track record in establishing firm management foundations and his abundant
knowledge of and experience with overall business management.

- 5 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares2

Owned

MinoruNakanishi

Reappointment(September
14, 1952)

April 1975 - Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
April 2005 - Executive Officer (Head of Osaka Branch
Office)April 2008 - Joined SOKEN Co., Ltd.
Inaugurated as Senior Managing Director
August 2011 - Joined ES-CON JAPAN Ltd.
June 2012 - Executive Officer (Head of Finance andAccounting Dept.), ES-CON JAPAN Ltd.
March 2013 - Director, ES-CON JAPAN Co., Ltd.
May 2013 - Director, ES-CON PROPERTY, Ltd.
August 2013 - Head of Management Division, ES-CON
JAPAN Ltd.
July 2014 - Director, ES-CON ASSET MANAGEMENT, Ltd.
November 2014 - Operating Officer, ES-CON JAPAN Ltd.
March 2015 - Executive Director, ES-CON JAPAN Ltd.
Managing Executive Officer, ES-CON JAPAN Ltd.
September 2016 - Director, ES-CON LIVING SERVICE
Ltd.
March 2017 - Senior Managing Director, ES-CON JAPANLtd. (present post)
Senior Executive Officer, ES-CON JAPAN Ltd.
(present post)
December 2019 - Director, ES-CON GLOBAL WORKS Ltd.
October 2020 - Director, Ryomon Co., Ltd. (present post)
October 2021 - Director, Picasso Co., Ltd. (present post)
Director, Yuki Sangyo Co., Ltd. (present post)
January 2023 – Head of Management Planning Division,
ES-CON JAPAN Ltd. (present post)
July 2023 - Director, Shijo Omiya Building Co., Ltd.
(present post)

213,000

Reason for Candidacy as Director
As an administrator of our company, Mr. Nakanishi has been supervising administrative
divisions including Finance/Accounting, Personnel, General Affairs, and Legal Affairs, andtook the initiative to establish a firm management foundation as a defensive keystone.
He is also involved in drafting long-term company growth and progress strategies andpromoting their implementation as Head of the Management Planning Division. It wasdetermined that he is an essential human resource for contributing to the improvement ofour company group’s corporate value, and that he will contribute to sustainableimprovement of corporate value in the future. Therefore, we propose that he be reappointed
as a director.

- 6 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares
Owned

Newly appointed 3

MitsuhikoMatsuzawa(February 19,
1965)

April 1987 - Joined Chubu Electric Power Co., Inc.
July 2014 - General Manager, Office of the Corporate
Auditor, Chubu Electric Power Co., Inc.
July 2016 - General Manager, General Affairs Division,
Gifu Branch, Chubu Electric Power Co., Inc.
Aril 2018 - General Manager, General Affairs Division,
Power Networks Company, Chubu Electric Power Co.,Inc.
April 2020 - Corporate Auditor, Chubu Electric Power Grid
Co., Inc. (present post)

0

Reason for Candidacy as Director
Mr. Matsuzawa offers a wealth of experience and a strong track record of achievement
acquired as General Manager of the Office of Corporate Auditor and General Affairs
Division General Manager with Chubu Electric Power Co., Inc. He has experience as a
Corporate Auditor of a Chubu Electric Power Co., Inc. subsidiary. We have determined thatthe capacity to apply the keen insights he offers based on his experience and track record
makes him an essential director. Thus, we propose his appointment as a director.

- 7 -Candidate
No.

Name
(Date of Birth)

Reappointment

4

AtsushiKawashima(January 4,
1959)

History and Position /Area of Responsibility in Our Company(Main Concurrent Posts)

April 1982 - Joined Mitsubishi Corporation
April 1990 - Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
June 1998 - Joined Kennedy-Wilson Japan Co., Ltd.
(currently Kenedix, Inc.)
March 2001 - Director, Kenedix, Inc.
March 2003 - Managing Director/COO, Kenedix, Inc.
October 2004 - Director, KW REIT Management, Inc.
(currently Kenedix Realty Investment Corporation)
January 2007 - Representative Director and President,
Kenedix, Inc.
Representative Director and President, Kenedix
Development Corporation
Representative Director and President, Kenedix Advisors
Corporation (currently Kenedix Realty Investment
Corporation)
December 2009 - Representative Director and President,
Kenedix Property Corporation
Representative Director and President, Kenedix AssetManagement, Inc.
May 2010 - Director, MAX-REALTY INC.
July 2010 - Director, Touchstone Holdings Co., Ltd.
March 2013 - Representative Director and President,
Kenedix, Inc.
October 2013 - Representative Director, Space Design, Inc.
August 2014 - Director, Touchstone Capital Management
Co., Ltd.
October 2014 - Director, Nippon Parking Development Co.,Ltd.
March 2016 - Director and Chairperson, Kenedix, Inc.
May 2018 - Director, SQUEEZE Co., Ltd.
March 2019 - Advisor, Kenedix, Inc. (present post)
March 2021 - Director, ES-CON JAPAN Ltd. (present post)
July 2021 - Advisor, SMBC Trust Bank Ltd. (present post)
March 2023 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)

Number ofCompany
Shares
Owned

3,000

(Main concurrent posts)
Advisor, Kenedix, Inc.
Advisor, SMBC Trust Bank Ltd.
Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Kawashima offers a wealth of experience and a strong track record of achievements
over many years leading the management of Kenedix, Inc. We have determined that thecapacity to apply the strong insights he offers makes him an essential external director.
Thus, we propose that he be appointed as an external director. He is expected to exercise
highly effective management and oversight from a perspective independent of the
management team, thereby strengthening the transparency and soundness of ES-CON
JAPAN’s management; he is also expected to contribute to decisions from an objective
and neutral standpoint, as a member of the Nomination and Remuneration Advisory
Committee, on matters such as executive compensation and the selection of candidates
for company directors. His tenure as External Director of ES-CON JAPAN Ltd. will bethree years and three months at the end of this General Meeting.

- 8 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

Reappointment

5

Keiko
Otsuki(August 10,
1955)

April 1979 - Joined Mitsubishi Electric Corporation
February 1985 - Joined Credit Lyonnaise Bank (currently
Credit Agricole Bank)
January 1991 - Joined Morgan Stanley Dean Witter(currently Mitsubishi UFJ Morgan Stanley Securities
Co. Ltd.)
January 1996 - Joined UBS Securities Japan (currently
UBS Securities Co., Ltd.)
January 1998 - Joined Morgan Stanley Dean Witter(currently Mitsubishi UFJ Morgan Stanley Securities
Co. Ltd.)
Vice President/Senior Analyst, Equities Research
Division
April 2003 - Joined Morgan Stanley Japan Global
Properties (currently Morgan Stanley Capital Co., Ltd.)
Executive Director
January 2008 - Joined Morgan Stanley Japan (currently
Mitsubishi UFJ Morgan Stanley Securities Co. Ltd.)Managing Director
June 2018 - Director, MRD (present post)
February 2020 - External Director, KRS Corporation(present post)
March 2021 - Director, ES-CON JAPAN Ltd. (present
post)
March 2023 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)

0

(Main concurrent posts)
Director, MRD
External Director, K.R.S. Corporation
Reason for Candidacy as External Director and Overview of Expected Roles
Ms. Otsuki offers a wealth of experience and a strong track record of achievements,
including work as a securities analyst overseas. In light of the remarkable insights she canprovide, we have determined that she is an essential external director. We propose that she
be appointed as an external director. For the reasons stated above, although the candidate
has no previous involvement in the company’s management other than as external director,
she is deemed capable of performing the duties of an external director. She is expected toexercise highly effective management and oversight from a perspective independent of the
management team, thereby strengthening the transparency and soundness of ES-CON
JAPAN’s management; she is also expected to contribute to decisions from an objective
and neutral standpoint, as a member of the Nomination and Remuneration Advisory
Committee, on matters such as executive compensation and the selection of candidates forcompany directors. Her tenure as External Director of ES-CON JAPAN Ltd. will be three
years and three months at the end of this General Meeting.

- 9 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

Reappointment

6

Hiroaki
Hattori(December 4,
1956)

April 1980 – Joined Taiyo-Kobe Bank, Ltd. (currently
Sumitomo Mitsui Banking Corporation)
April 2010 – Executive Officer/General Manager, Kobe
Corporate Sales Division, Sumitomo Mitsui Banking
Corporation
April 2012 – Managing Executive Officer, Sumitomo
Mitsui Banking Corporation
June 2015 – Representative Director/Vice-President,
Executive Officer/Vice-President, Minato Bank, Ltd.
April 2016 – Representative Director/President and CEO,
Minato Bank, Ltd.
April 2018 – Representative Director, Kansai Mirai
Financial Group, Inc.
April 2021 – Representative Director/Chairperson, Minato
Bank, Ltd.
May 2021 – Chairperson, Kobe Association of Corporate
Executives (present post)
June 2021 – External Auditor, Osaka Small and Medium
Business Investment & Consultation Co., Ltd. (present
post)
April 2022 – Director/Chairperson, Minato Bank, Ltd.
(present post)
March 2023 - External Director, ES-CON JAPAN Ltd.
(present post)
Member, Nomination and Remuneration Advisory
Committee, ES-CON JAPAN Ltd. (present post)0(Main concurrent posts)
Director/Chairperson, Minato Bank, Ltd.
External Auditor, Osaka Small and Medium Business
Investment & Consultation Co., Ltd.
Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Hattori offers a wealth of experience and an extensive track record with financial
institutions. He has played a leadership role in management as Representative
Director/President and CEO and Representative Director/Chairperson of Minato Bank, Ltd.
In light of the remarkable insights he offers from his years of experience and track record incorporate management, we have decided to nominate him as external director.
If appointed, he is expected to exercise highly effective management and oversight from aperspective independent of the management team, thereby strengthening the transparency
and soundness of ES-CON JAPAN’s management, and to contribute to decisions from an
objective and neutral standpoint, as a member of the Nomination and Remuneration
Advisory Committee, on matters such as executive compensation and the selection ofcandidates for company directors. His tenure as External Director of ES-CON JAPAN Ltd.
will be one year and three months at the end of this General Meeting.

(Note)

1. No special interests exist between the candidates and our company.
2. Mitsuhiko Matsuzawa has served as an executive at ES-CON JAPAN’s parent
company, Chubu Electric Power Co., Inc., for the past 10 years. He currently serves
as Corporate Auditor of Chubu Electric Power Grid Co., Inc., a subsidiary of theparent company. His positions and responsibilities with Chubu Electric Power and its
subsidiary over the past 10 years and at present are shown under “History andPosition/Area of Responsibility in Our Company (Main Concurrent Posts)” above.
3. Atsushi Kawashima, Keiko Otsuki and Hiroaki Hattori are candidates for external
director.
4. ES-CON JAPAN Ltd. has executed limited liability agreements with Atsushi Kawashima,
Keiko Otsuki, and Hiroaki Hattori in accordance with Article 427, Paragraph 1 of theCompanies Act of Japan. If their reappointments are approved, we plan to execute- 10 -

renewing agreements with them containing terms and conditions similar to those of theexisting agreements.
The following is an overview of these agreements:
 In the event that a director (excluding personnel who are managing directors) causes
ES-CON JAPAN Ltd. to bear liability for compensation for damages attributable tohis/her own negligence in the performance of his/her duties, that director shall bear thelegally established minimum liability.
5. The Tokyo Stock Exchange has been notified of the status of Atsushi Kawashima, Keiko
Otsuki, and Hiroaki Hattori as independent officers. If their reappointments are approved,
we plan to notify the Tokyo Stock Exchange that they will continue to serve as
independent officers.
6. ES-CON JAPAN Ltd. has concluded an executive liability insurance policy with aninsurer as stipulated in Article 430-3, Paragraph 1 of the Companies Act of Japan,
naming its directors as the insured. We plan to continue to renew this policy. If each of
the candidates is reappointed or newly appointed, he or she will continue to be thenamed insured under this policy.
This policy covers damages related to compensation for damages and litigation costs
borne by the insured for matters within the liability of directors to third parties and to
ES-CON JAPAN. It does not cover matters due to deliberate action or gross negligence.

- 11 -

Agenda Item 3

Election of one director who is auditor director

The term of office of Tomohiko Wakayama, one of four directors who are auditor directors, will expire at
the end of this General Meeting. We propose the appointment of one auditor director.
This agenda item has been approved by the Auditors Committee.
Candidate is as follows:
Name

History and Position /Number of(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1985 – Joined Chubu Electric Power Co., Inc.
July 2010 – General Manager, Budget Group, Accounting
Division, Chubu Electric Power Co., Inc.
November 2011 – Seconded to Toenec Corporation while
affiliated with the Group Business Promotion Division,
Chubu Electric Power Co., Inc.
July 2013 – General Manager, Fuels Division, Chubu ElectricPower Co., Inc.
October 2013 – Seconded to Chubu Electric Power Australia
Tomohiko
Wakayama(March 30,
1963)

Pty Ltd while affiliated with the Fuels Division, Chubu
Electric Power Co., Inc.
July 2016 – General Manager, Business Strategy Office,0

Sales Company, Chubu Electric Power Co., Inc.
April 2018 - General Manager, General Affairs Division, Sales
Company, Chubu Electric Power Co., Inc.
June 2019 – Auditor, Cenergy Co.
June 2022 – Auditor, CEPO Handa Biomass Power Co.,
Ltd. , Auditor, CS Aqua Co., Ltd. , Auditor, Nakao
Geothermal Power Generation Corporation
March 2023 - Director (Auditor Director), ES-CON JAPANLtd.
June 2023 - Director (Full-Time Auditor Director), ES-CON

JAPAN Ltd. (present post)
Reason for Candidacy as Director
Mr. Wakayama has accumulated a wealth of experience and built a strong track record as
General Manager, General Affairs Division, Sales Company, General Manager, Business
Strategy Office, Sales Company, and General Manager, Fuels Division of Chubu Electric Power
Co., Inc. His experience as an auditor of four member companies of the Chubu Electric PowerGroup gives him wide-ranging knowledge on matters related to management oversight. We havechosen to nominate him for reappointment as a director capable of serving as an auditor director
with the experience required to offer effective insights on company audits.
(Note)

1. No special interests exist between the candidates and our company.
2. Tomohiko Wakayama has been an executive of ES-CON JAPAN’s parent company,
Chubu Electric Power Co., Inc., for the past 10 years. His positions andresponsibilities with Chubu Electric Power over the past 10 years are shown under“History and Position/Area of Responsibility in Our Company (Main Concurrent
Posts)” above.
3. ES-CON JAPAN Ltd. has executed a limited liability agreement with Tomohiko- 12 -

Wakayama in accordance with Article 427, Paragraph 1 of the Companies Act of Japan.
If his reappointment is approved, we plan to renew the agreement based on terms andconditions similar to those of the existing agreement.
The following is an overview of these agreements:
 In the event that a director (excluding personnel who are managing directors) causes
ES-CON JAPAN Ltd. to bear liability for compensation for damages attributable tohis/her own negligence in the performance of his/her duties, that director shall bear thelegally established minimum liability.
4. ES-CON JAPAN Ltd. has concluded an executive liability insurance policy with aninsurer as stipulated in Article 430-3, Paragraph 1 of the Companies Act of Japan,
naming its directors as the insured. We plan to continue to renew this policy. If each of
the candidates is reappointed or newly appointed, he or she will continue to be thenamed insured under this policy.
This policy covers damages related to compensation for damages and litigation costs
borne by the insured for matters within the liability of directors to third parties and to
ES-CON JAPAN. It does not cover matters due to deliberate action or gross negligence.

- 13 -

Agenda Item 4

Partial revision of performance-based stock reward
system for directors (excluding directors who are auditor
directors, external directors, or non-executive directors)and (authorized) executive managing officers

1. Reason for proposal, background, and purpose of revisionThis agenda item requests approval for the continuation and partial revision of the performance-based
stock reward system (“system” hereinafter) for directors (excluding directors who are auditor directors,
external directors, or non-executive directors) and (authorized) executive managing officers of ES-CON
JAPAN adopted starting with the fiscal year ended December 2015. Details of the system would be
entrusted to the Board of Directors within the framework under 2 below.
This revision is intended to further improve business results over the medium to long term and tostrengthen awareness of contributions that strengthen corporate value by clarifying the relationshipbetween compensation of beneficiaries and ES-CON JAPAN’s business performance and share value, sothat beneficiaries share with shareholders not merely the benefits of rising share prices but the risks offalling share prices. It is also intended to incentivize sustained growth in corporate value by issuing tobeneficiaries during their terms in office shares of stock with transfer restrictions until the retirement or
resignation of the beneficiary. This agenda item is considered to be appropriate for these purposes.
For more information on the existing system, see the following news releases: “Notice on Introduction of
Performance-Based Stock Reward System,” announced February 13, 2015; “Notice on Continuation andPartial Revision of Performance-Based Stock Reward System,” announced January 30, 2020; “(Revised)Partial Amendment to the 'Notice on Continuation and Partial Revision of Performance-Based Stock
Reward System,” announced March 13, 2020; “Notice on Partial Revision of Performance-Based Stock
Reward System for Directors,” announced February 24, 2021; and “Notice of Partial Revision of
Performance-Based Stock Reward System for Directors,” announced August 29, 2023.
Plans call for continuing to exclude from director compensation addressed by this system the employee
salary portion of compensation paid to directors serving concurrently in posts as employees. Assuming that
Agenda Item 2 is approved as proposed, the number of directors and (authorized) executive managing
officers of ES-CON JAPAN eligible for this system will be four.
2. Details of revisions to this system
Conditional on approval by this General Meeting of Shareholders, this system as it currently stands will
be revised with respect to the following points:(Major revisions from the current system)
Item
Name
Beneficiaries

Before revision
Officer share trust
Directors (excluding auditor
directors, external directors, or
non-executive directors) and(authorized) executive managing
officers of ES-CON JAPANGranting of sharesin ES-CON
JAPAN to ESCON JAPAN’s
directors

Upon the resignation from theirposts as Directors (excluding
auditor directors, external
directors, and non- executive
directors) and (authorized)
executive managing officers of
ES-CON JAPAN- 14 -

After revision(RS-issuance) officer share trust
Directors (excluding auditor directors,
external directors, non-executive directors,
and nonresidents of Japan) and(authorized) executive managing officers(excluding nonresidents of Japan) of ESCON JAPAN (“directors”; the same
hereinafter, except as specified otherwise)
Except in certain cases, following thefinalization of results for the final fiscal termof the target period, shares in ES-CON
JAPAN shall be granted in accordance withpoints awarded after the conclusion of atransfer restriction agreement. (Restrictions
on transfer shall be lifted upon resignationfrom any and all posts of Company director
and other positions.)3. Overview of the Revised System(1) Overview of the System
The System is an incentive system whereby ES-CON JAPAN contributes money to establish a trust(“Trust”; the trust agreement concluded with Resona Bank, Ltd. to establish the Trust is referred to as
the “Trust Agreement” hereinafter) (the upper limit of which is as per (6) below), with the Trust acquiring
shares in ES-CON JAPAN with applicable funds as capital, and shares of ES-CON JAPAN being
granted to ES-CON JAPAN’s directors through the Trust in accordance with the performanceachievement rates and other relevant factors based on stock ownership regulations established by the
ES-CON JAPAN Board of Directors (“officer stock ownership regulations” hereinafter).
Moreover, in principle, the shares will be granted to the director of ES-CON JAPAN after the
finalization of business results for the final fiscal term of the target period. If the director receives shares
during the term of office, any transfer of the shares shall be restricted until the resignation of the director
from any and all posts of Company director (“resignation of director” hereinafter) based on the
conclusion of a transfer restriction agreement between ES-CON JAPAN and the director before they
are granted. (See (9) and 4 below for more information.)(2) System beneficiaries
Directors of ES-CON JAPAN(3) Target period following the revision of the system
The first target period following the revision of the system will be three fiscal years from the fiscal
year closing at the end of March 2025 until the fiscal year closing at the end of March 2027 (“first target
period” hereinafter).
Target periods starting after the end of the first target period correspond to the fiscal years of themedium-term management plans.
(4) Establishment of trust associated with System operations
ES-CON JAPAN shall establish and manage the following trust for operating the System based ona mutual agreement with the trustee:① Resolutions passed at the general② Change in officer stock ownership regulations
meeting of shareholders⑧ Conclusion of transfer-restriction agreement④ Payment③ Amendment oftrust agreement
Addition of funds totrust④ Shares in ESCON JAPAN

④ Shares in ESCON JAPAN④ Payment

Stock Market⑤ Dividends[Trust settlor]
ES-CON JAPAN[Trustee]
Resona Bank
[Re-trust beneficiary]
Custody Bank of Japan, Ltd.

[Beneficiaries]
ES-CON JAPAN’s
Directors
Securities company
Ordinaryaccount

Dedicatedaccount⑧ Release of transfer
restrictions⑧ Granting of shares of
ES-CON JAPAN⑥ Non-exercise of voting rights[Trust administrator]① ES-CON JAPAN shall obtain a resolution for approval at the General Meeting of Shareholders
concerning the continuation and partial revision of the System.
② ES-CON JAPAN shall change officer stock ownership regulations within the scope approved at
the General Meeting of Shareholders.
③ ES-CON JAPAN shall change the existing trust agreement and add funding within the scope- 15 -

approved at the General Meeting of Shareholders.
④ The Trust shall acquire shares in ES-CON JAPAN through the stock market or by other means orby underwriting ES-CON JAPAN’s disposal of treasury shares using the funds entrusted in (3)above.
⑤ Dividends shall be paid on shares in ES- CON JAPAN under the Trust in the same manner as forother shares in ES-CON JAPAN.
⑥ Voting rights shall not be exercised during the trust term with regard to shares in ES-CON JAPAN
under the Trust.
⑦ During the trust term, ES-CON JAPAN directors will be granted points in accordance with theirpositions and performance achievement rates based on the stipulations of the officer stock
ownership regulations in (2) above. Shares in ES-CON JAPAN will be granted after the finalizationof business results for the final fiscal term of the target period to directors who have fulfilled certain
beneficiary requirements stipulated in the officer stock ownership regulations (including conclusionof the transfer restriction agreement under 8 below) at the number corresponding to the numberof points assigned. The shares will be managed in dedicated accounts opened with securities
companies.
⑧ In principle, a transfer restriction agreement between ES-CON JAPAN and the director designating
as the transfer restricted period the period from the date of the grant to the resignation from thepost of Company director of ES-CON JAPAN shall lift transfer restrictions on shares granted at thetime at which the beneficiary resigns from the post of Company director (ES-CON JAPAN shallobtain gratis any shares for which transfer restrictions were not lifted.)(5) Trust term
From April 1, 2015, to the closing of the Trust (No specific closing date is determined for the trust
term of the Trust. The Trust shall survive for as long as the System continues. The System shall end
due to the delisting of shares in ES-CON JAPAN or the abolishment of officer stock ownershipregulations.)(6) Funds contributed to the Trust
ES-CON JAPAN will contribute to the Trust funds to the limit calculated by multiplying 150 million
yen per fiscal year by the number of fiscal years in the target period (450 million yen* in the first target
period of three fiscal years) as funds for acquisition of shares in ES-CON JAPAN to grant shares of
ES-CON JAPAN to ES-CON JAPAN’s directors.
Moreover, following the expiration of the first target period and until the end of the System, ES-CON
JAPAN in each target period shall make additional contributions not exceeding the amount calculated
by multiplying the above amount by the number of years in the target period.
However, when making contributions or additional contributions, when there exist residual company
shares (excluding items for which granting to ES-CON JAPAN’s directors has not been completed withshares in ES-CON JAPAN in proportion to the number of points assigned to ES-CON JAPAN’s directors
in each target period) and money (hereinafter collectively referred to as “residual shares” immediately
before the start of the target period”), the total value of the residual shares immediately before the startof the target period and the amount of the trust funds to be additionally contributed must fall below theupper limit for trust funds approved at the General Meeting of Shareholders.
*The funds to be allocated to trust expenses for the Trust and for the cost of system operations, such as trust
fees, will not count toward the upper limit of the funds for acquisition of shares in ES-CON JAPAN mentioned
above. Additional funding may be provided, where necessary.

(7) Calculation method and upper limit of number of shares to be granted to ES-CON JAPAN’s directors
After the continuation of the System, consolidated operating income and total shareholder return(TSR) shall be adopted as the method for calculating the number of shares in ES-CON JAPAN to be
granted to ES-CON JAPAN’s directors. The goal is to provide incentives for achieving sustained growthand setting as clear indicators from the viewpoint of shareholders the return of profits to shareholders
and enhancements in corporate value. Specifically, ES-CON JAPAN will assign points (“annually
granted points”) in accordance with the achievement of goals for consolidated operating income(“performance-based coefficient (1) (*1)”), based on the number of standard shares for each position
stipulated at the beginning of the fiscal year ending March 2025. Annually granted points assigned tothe subject parties will be accumulated (“cumulative granted points during the target period”) in the- 16 -

performance for the fiscal year ending March 2027. The obtained points (“granted points ultimately
determined”) are calculated by multiplying the cumulative granted points during the target period by aperformance-based coefficient determined by the Board of Directors following deliberation by the
Nomination and Remuneration Advisory Committee, based on the rate of deviation between ES-CON
JAPAN’s TSR and the growth rate of the TSE Real Estate TOPIX (“performance-based coefficient (2)(*2)”). The points are converted at a rate of one company share for every 10 points when granting
shares. However, when a stock split, free stock allocation or reverse stock split, etc. has been carriedout with regards to the shares in ES-CON JAPAN after the approval of this proposal, the conversion
rate shall be adjusted appropriately in accordance with the relevant rates and other relevant factors
The number of points awarded during each target period shall not exceed the value obtained bymultiplying 1.1 million points (110,000 shares) per fiscal year by the number of fiscal years included in
the target period (3.3 million points [330,000 shares] in the first three-year target period).
Point calculation formulas(Annual)Number of points awarded per year = base number of shares per position * performance-based coefficient ①(After end of target period)
Assigned points ultimately determined – cumulative number of points assigned during target period *performance-based coefficient ②*1 Performance-based coefficient ①: rate of achievement of goal on consolidated
operating income
Rate of achievement of goal on
consolidated operating income

Performance-based
coefficient

Less than 100%0.0

100% or more but less than 110%1.0

110% or more but less than 120%

1.2

Less than 120%

1.5

*2 Performance-based coefficient ②: Rate of deviation between ES-CON JAPAN’s TSR
and the growth rate of the TSE Real Estate TOPIX
To be determined by the Board of Directors following deliberation by the
Nomination and Remuneration Advisory Committee, based on thefollowing table
Rate of deviation

Performance-based
coefficient

Less than 60%

0.5

60% or more but less than 80%

0.7

80% or more but less than 90%

0.9

90% or more

1.0(8) Method of acquisition of shares in ES-CON JAPAN by the Trust
The Trust shall acquire shares in ES-CON JAPAN through financial instrument exchange or othermarkets or by the method of underwriting ES-CON JAPAN’s disposal of treasury shares within theupper limit of the amount of money to be contributed in to the Trust in (6) and (7) above.
(9) Granting of shares in ES-CON JAPAN to ES-CON JAPAN’s directors
In principle, shares in ES-CON JAPAN will be issued in accordance with the granted points ultimately
determined under this revised system via beneficiary finalization procedures stipulated in the officer
stock ownership regulations when the beneficiary conditions established in those regulations, including
the conclusion of a transfer restriction agreement as described under 4 below, are satisfied following
finalization of business results for the finial fiscal year in the target period.
However, if an ES-CON JAPAN director resigns during the target period or plans to resign after theend of the target period but before the shares are granted, the beneficiary condition of conclusion of a

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transfer restriction agreement shall not be satisfied; shares in ES-CON JAPAN in this case are granted
through beneficiary finalization procedures in accordance with the total of the points awarded added
to those awarded based on this system before the revision (total number of points assigned under thissystem before and after revision are referred to hereinafter as “total number of points assigned”). In
such cases, shares in ES-CON JAPAN equivalent to 70% of the total number of points assigned basedon the System before the revision and the number of granted points ultimately determined based on
the System after the revision will be granted to ES-CON JAPAN’s directors. For shares in ES- CON
JAPAN equivalent to 30% of the total points, funds equivalent to the fair market value of shares in ESCON JAPAN will be granted in place of shares in ES-CON JAPAN, thereby securing funds for tax
payments. In addition, in the event of certain cases, including the death of an ES-CON JAPAN director
during the target period or an ES-CON JAPAN director reasonably being expected to become anonresident of Japan due to an overseas job posting or other reasons, no transfer restriction agreement
shall be concluded; funds equivalent to the fair market value of all shares in ES-CON JAPAN equivalent
to the total number of points assigned shall be paid instead. Furthermore, the total amount of sharesin ES-CON JAPAN equivalent to the total number of points assigned will be granted to directors who
retire at their own convenience.
(10) Exercise of voting right of shares in ES-CON JAPAN within the Trust
To secure the independence of ES-CON JAPAN’s management from the Trust, voting rights
pertaining to shares in ES-CON JAPAN shall not be exercised, without exception.
(11) Handling of dividends of shares in ES-CON JAPAN within the Trust
Dividends pertaining to shares in ES-CON JAPAN within the Trust shall be received by the Trust andused for trust-related expenses, including the acquisition of shares in ES-CON JAPAN and trust fees.
When the Trust closes, the dividends remaining in the Trust will be granted to beneficiaries of the
System in office at that point in time by proportionally dividing the dividends in accordance with theaccumulated points of each individual or donated to public interest corporations.
(12) Handling at the closing of the Trust
The Trust shall be closed if shares in ES-CON JAPAN are delisted or the officer stock ownershipregulations are abolished.
Of the residual assets of the Trust in the event that it is closed (excluding shares to be granted todirectors in office at the time of the closing of the Trust with the possibility of fulfilling the beneficiary
requirements), shares in ES-CON JAPAN shall be cancelled or donated to public interest corporations
based on a resolution of the Board of Directors, after all of the shares in ES-CON JAPAN have beenacquired by ES-CON JAPAN at no cost. Of the residual assets of the Trust when it is closed, money
shall be paid to the beneficiaries of the System who are in office at that point in time by proportionallydividing the money in accordance with the accumulated points of each individual, or donated to public
interest corporations.
4. Transfer restriction agreements on shares in ES-CON JAPAN granted to ES-CON JAPAN directors
If it has been determined that ES-CON JAPAN directors will receive shares in ES-CON JAPAN during
their terms in office, they will, before the granting of such shares in ES-CON JAPAN, conclude with ESCON JAPAN a transfer restriction agreement (“transfer restriction agreement” hereinafter) containing thefollowing terms and conditions. (ES-CON JAPAN directors may be granted shares in ES-CON JAPANconditional on having concluded the transfer restriction agreement.)
However, if certain requirements of the officer stock ownership regulations are satisfied at the time of
granting the shares, shares in ES-CON JAPAN may be granted without concluding the transfer restriction
agreement. (See 3 (9) above for more information.)① ES-CON JAPAN directors may not transfer, pledge as security, or otherwise dispose of shares in ESCON JAPAN granted under this System to any third party during the period from the date they were
granted to the resignation from any position as an ES-CON JAPAN director (hereinafter, this includes
the death of the director) (“transfer restricted period” hereinafter).

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② The transfer restrictions will be lifted immediately following the resignation of an ES-CON JAPAN
director during the transfer restricted period due to the expiration of the term of office or other valid
reason for all subject shares held by the ES-CON JAPAN director.
③ ES-CON JAPAN will obtain the subject shares gratis in certain situations.
④ During the transfer restricted period, if the decision is made at the ES-CON JAPAN General Meetingof Shareholders or by the Board of Directors to approve a merger agreement or other reorganizationin which ES-CON JAPAN will be the company extinguished, transfer restrictions of shares held by ESCON JAPAN directors may be lifted, by resolution of the ES-CON JAPAN Board of Directors, at the
point in time immediately before the business day immediately preceding the effective date of suchreorganization.
To ensure that shares in ES-CON JAPAN subject to transfer restrictions under the transfer restriction
agreement may not be transferred, pledged as security, or otherwise disposed of during the transfer
restricted period, they will be managed during the transfer restricted period in dedicated accounts opened
by ES-CON JAPAN directors with securities companies. Additionally, the provisions of the transfer
restriction agreement shall apply to methods of indication of intent and notification under the transfer
restriction agreement, methods of amending the transfer restriction agreement, and other matters as
determined by the Board of Directors.

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