Securities code: 8892

ES-CON JAPAN Ltd.
Extraordinary General Meetingof Shareholders

Announcement
Date and time

10:00 a.m. November 29 (Wed.), 2023
Location

Free Space, Tokyo Head Office,
ES-CON JAPAN Ltd.
20th Floor, The Okura Prestige Tower,
2-10-4 Toranomon, Minato-ku, Tokyo,
105-0001, Japan(Differs from the location for the Regular General
Meeting of Shareholders. Please refer to the “Mapfor Extraordinary 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 Partial amendment of the Articles
of Association
Agenda Item 2 Election of six directors(excluding directors who areauditor directors)
Agenda Item 3 Election of three directors who
are auditor directors
Agenda Item 4 Appointment of account auditor
Agenda Item 5 Revised remuneration for
directors who are auditor directors
Agenda Item 6 Continuation and partial revisionof performance-linked sharebased remuneration system fordirectors (excluding directors
who are auditor directors,
external directors, and nonmanaging directors) and forexecutive directors (delegated)

Securities code: 8892
November 13, 2023
To all shareholders:
2-10-4 Toranomon, Minato-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of Extraordinary General Meeting of Shareholders
Thank you for your ongoing support.
We ask for your attendance at the Extraordinary General Meeting of Shareholders. Information on
the Meeting is provided below.
Information for this Extraordinary General Meeting of Shareholders, including reference
documents for the General Meeting of Shareholders (items provided digitally), is posted to thefollowing websites. Please go to any of these websites to review this information.
[Company website (Japanese)]https://www.es-conjapan.co.jp/investor/library.php(Go to the website above to review the Announcement of 2023 Extraordinary General Meeting of
Shareholders.)[General Meeting of Shareholders reference documents site]

https://d.sokai.jp/8892/23057115/[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 of General
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 Tuesday, November 28, 2023.

- 1 -[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.
[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.

1. Date and time
2. Location

10:00 a.m. (reception opens at 9:00 a.m.) November 29 (Wed.), 2023
Free Space, Tokyo Head Office, ES-CON JAPAN Ltd.
20th Floor, The Okura Prestige Tower, 2-10-4 Toranomon, Minato-ku, Tokyo,
105-0001, Japan* Differs from the location for the Regular General Meeting of Shareholders.
Please refer to the “Map for Extraordinary General Meeting of
Shareholders” at the end of this Announcement.)

3. Objectives
Items for voting
Agenda Item 1
Agenda Item 2
Agenda Item 3
Agenda Item 4
Agenda Item 5
Agenda Item 6

Partial amendment of the Articles of Association
Election of six directors (excluding directors who are auditor directors)
Election of three directors who are auditor directors
Appointment of account auditor
Revised remuneration for directors who are auditor directors
Continuation and partial revision of performance-linked share-based remuneration
system for directors (excluding directors who are auditor directors, external directors,
and non-managing directors) and for executive directors (delegated)

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 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.
 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

Partial amendment of the Articles of Association

1. Reason for this proposal
This proposal calls for changing the Company's accounts settlement date (the end of the fiscal year)
from December 31 to March 31, to match the fiscal year of its parent company Chubu Electric Power
Co., Inc. and to facilitate efficient business operations in areas such as management and administration
as a member of the Chubu Electric Power Group. Accordingly, Articles 12 Basis Date for General
Meeting of Shareholders, 34 Fiscal Year, 35 Basis Date for Dividends of Surplus, and 36 Interim
Dividends of the Articles of Association would be amended as necessary.
In addition, in accordance with this change in the ending date of the fiscal year, an additional provision
will provisionally be added to specify the 29th fiscal year as the 15-month period from January 1, 2023
through March 31, 2024.
2. Details of amendments
The details of the proposed amendments to the Articles of Association are as follows:(Underlined passages indicate amendments.)
Current Articles of Association

Amended Articles of Association

Articles 1-11 (text omitted)

Articles 1-11 (Unchanged)

Article 12. Basis Date for General Meeting of
Shareholders
The basis date for voting rights in the Company's
Regular General Meeting of Shareholders shall be
December 31.
2. In addition to the date set forth in the preceding
paragraph, an extraordinary basis date may be
specified and declared in advance by the Board of
Directors.

Article 12. Basis Date for General Meeting of
Shareholders
The basis date for voting rights in the
Company's Regular General Meeting of
Shareholders shall be March 31.
2. In addition to the date set forth in the preceding
paragraph, an extraordinary basis date may be
specified and declared in advance by the Board of
Directors.

Articles 13-33 (text omitted)

Articles 13-33 (Unchanged)- 3 -Current Articles of Association

Amended Articles of Association

Article 34. Fiscal Year
The Company’s fiscal year shall be the period of
one year from January 1 through December 31 ofeach year.

Article 34. Fiscal Year
The Company’s fiscal year shall be the periodof one year from April 1 through March 31 of eachyear.

Article 35. Basis Date for Dividends of Surplus
The basis date for the payment of year-end
dividends by the Company shall be December 31 ofeach year.

Article 35. Basis Date for Dividends of Surplus
The basis date for the payment of year-end
dividends by the Company shall be March 31 ofeach year.

Article 36. Interim Dividends
The Company may, by resolution of the Board of
Directors, pay interim dividends based on the basis
date of June 30 of each year.

Article 36. Interim Dividends
The Company may, by resolution of the Boardof Directors, pay interim dividends based on thebasis date of September 30 of each year.

Article 37. (text omitted)

Article 37. (Unchanged)

(New)

(New)

(Additional provision)(Provisional measures related to changes
affecting the fiscal year)
Article 1
Notwithstanding the provisions of Article 34
Fiscal Year, the 29th fiscal year shall be the 15month period from January 1, 2023 through March
31, 2024. Article 35 Basis Date for Dividends ofSurplus of the amended Articles of Association
shall apply to the 29th fiscal year.
This Article shall be deleted after the end of the
29th fiscal year.

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

Following the approval of Agenda Item 1, “Partial Amendment of the Articles of Association,” the 29th
fiscal year shall be the 15-month period from January 1, 2023 through March 31, 2024. Once the partial
amendment of the Articles of Association takes effect, the terms of office of all six directors (hereinafter inthis Agenda Item, this does not include directors who are auditor directors) will expire. Thus, we propose
the election of six directors. Should this proposal be approved, the term of office of each director will
extend until the end of the Regular General Meeting of Shareholders scheduled to be held in June 2024.
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:

- 5 -

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)

1,285,400

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.

- 6 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

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,

2

MinoruNakanishi(September

Reappointment

14, 1952)

Ltd.
November 2014 - Operating Officer, ES-CON JAPAN Ltd.
March 2015 - Executive Director, ES-CON JAPAN Ltd.
Managing Executive Officer, ES-CON JAPAN Ltd.

211,700

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)

Reason for Candidacy as Director
As an administrator of our company, he has been supervising administrative divisions
including Finance/Accounting, Personnel, General Affairs, and Legal Affairs, and took the
initiative to establish a firm management foundation as a defensive keystone. He also
currently serves as Head of the Management Planning Division, a post in which he drafts
and steadily executes growth strategies for the long-term progress of the Company. It has
been determined that he is an essential human resource who contributes to the group’s
corporate value and will continue to contribute to sustainable improvement of corporate
value in the future. Therefore, we propose that he be reappointed as a director.

- 7 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1986 - Joined Chubu Electric Power Co., Inc.
July 2011 - General Manager, HR/Labor andOperations Group, Chubu Electric Power Co., Inc.
July 2013 - General Manager, HR Division, andGeneral Manager, Labor and Operations Division,
Chubu Electric Power Co., Inc.
July 2014 - General Manager, Locations Division,
Okazaki Branch, Chubu Electric Power Co., Inc.
April 2016 - General Manager, Locations Division, Power

Kenji Fujita(April 14,

Reappointment

3

1963)

Networks Company, Chubu Electric Power Co., Inc.
March 2019 - Director, ES-CON JAPAN Ltd. (present
post)
Operating Officer, ES-CON JAPAN Ltd. (present post)

4,900

Head of General Affairs Department, ES-CON JAPANLtd.
January 2020 - Head of President’s Office, ES-CON
JAPAN Ltd.
October 2022 – Head of Compliance Office, ES-CON
JAPAN Ltd. (present post)
January 2023 – Head of Management Division, ES-CON
JAPAN Ltd. (present post)
March 2023 – Director, ES-CON GLOBAL WORKS Ltd.
July 2023 – Head of President’s Office, ES-CON JAPANLtd. (present post)

Reason for Candidacy as Director
Mr. Fujita offers a wealth of experience and a strong track record of achievement acquired
as HR Division General Manager and Locations Division General Manager with Chubu
Electric Power Co., Inc. He plays a key role not just in the administration of our company as
Head of General Affairs Department, Head of President’s Office, and Head of theCompliance Office, but in ESG management. He is currently promoting comprehensive
compliance management within the company. He also currently serves as Head of theManagement Division, a post in which he is responsible for overall management, including
personnel, general affairs, and legal affairs, and plays an important role in building strong
management foundations to ensure the Company’s continuing existence. We propose that
he be reappointed as director in light of the remarkable insights he offers based on his
experience and track record.

- 8 -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 – External 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 andneutral 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 be two years and eightmonths at the end of this Extraordinary 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

Keiko

Reappointment

5

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 twoyears and eight months at the end of this Extraordinary General Meeting.

- 10 -

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

6

Hiroaki
Hattori(December 4,

Reappointment

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
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 based on his years of experience and trackrecord in corporate management, we propose that he be reappointed as an external
director. If appointed, he is expected to exercise highly effective management and oversightfrom a perspective independent of the management team, thereby strengthening thetransparency and soundness of ES-CON JAPAN’s management, and to contribute todecisions from an objective and neutral standpoint, as a member of the Nomination andRemuneration Advisory Committee, on matters such as executive compensation and theselection of candidates for company directors. His tenure as External Director of ES-CON
JAPAN Ltd. will be eight months at the end of this Extraordinary General Meeting.

(Note)

1. No special interests exist between the candidates and our company.
2. Kenji Fujita has been an executive of ES-CON JAPAN’s parent company, Chubu
Electric Power Co., Inc., for the past 10 years. His positions and responsibilities with
Chubu Electric Power over the past 10 years are indicated 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 concluded limited liability agreements with Atsushi
Kawashima, Keiko Otsuki, and Hiroaki Hattori in accordance with Article 427, Paragraph
1 of the Companies Act of Japan. If their reappointments are approved, we plan toconclude renewed limited liability agreements with them containing terms and conditions
similar to those of the existing agreements.

- 11 -

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 Company has notified the Tokyo Stock Exchange of Atsushi Kawashima's, Keiko
Otsuki's, and Hiroaki Hattori's status as independent officers. If their reappointments areapproved, 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.

- 12 -

Agenda Item 3

Election of three directors who are auditor directors

Following the approval of Agenda Item 1, “Partial Amendment of the Articles of Association,” the 29th
fiscal year will be a 15-month period. Once the partial amendment of the Articles of Association takes effect,
the terms of office of three directors who are auditor directors will expire. Thus, we propose the election of
three directors who are auditor directors. Should this proposal be approved, the term of office of eachdirector who is an auditor director will extend until the end of the Regular General Meeting of Shareholders
scheduled to be held in June 2025.
This agenda item has been approved by the Auditors Committee.
Candidates are as follows:
Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

April 1986 - Joined Daiwa Bank, Ltd. (now Resona Bank
Co., Ltd.)
November 2005 – General Manager of Sales Dept. I,
Kameido Branch/Kinshicho Branch, Resona Bank
Co., Ltd.
June 2007 – General Manager of Kitakyushu Branch,Resona Bank Co., Ltd.
July 2010 – General Manager of Sales Dept. III,
Ueno/Nippori Area, Resona Bank Co., Ltd.
October 2012 – General Manager of Settlement Solutions
Office, Corporate Solutions Sales Division, Resona
Bank Co., Ltd.
April 2018 – Operating Officer/General Manager of
Product Development Sales Division, Resona Kessai
Service Co., Ltd.
March 2020 – External Director (Full-time Auditor
Director), ES-CON JAPAN Ltd. (present post)
Member, Nomination and Remuneration Advisory
Committee

5,000Reappointment

1

Masayoshi
Nishitake(September
9, 1962)

Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Nishitake offers a wealth of experience and an extensive track record with financial
institutions. In light of his remarkable insights based on his experience and track record, theCompany deems him to be an essential external director. We propose that he bereappointed as external director. While he lacks previous experience in contributing to the
management of ES-CON JAPAN other than as an external director, the Company has
decided that he is capable of performing the duties of an external director as describedabove. His tenure as External Director (Auditor Director) of ES-CON JAPAN Ltd. will havebeen three years and eight months at the end of this Extraordinary General Meeting.

- 13 -

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares
Owned

Reappointment

2

HirotoMizobata(July 31,
1963)

April 1986 – Joined KPMG Asahi Shinwa Accounting, Inc.
(now KPMG AZSA LLC)
March 1988 – Registered as Certified Public Accountant
December 1991 – Registered as Licensed Tax
Accountant
March 1992 – Representative, Mizobata Certified Public
Accountant Office (present post)
March 2015 – External Auditor, ES-CON JAPAN Ltd.
June 2015 – External Director (Auditor Director), Yamaki
Co., Ltd. (present post)
External Director, Kyocera Corporation
March 2016 – External Director (Auditor Director), ESCON JAPAN Ltd. (present post)
January 2020 – Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd.

10,400(Main concurrent posts)
Representative, Mizobata Certified Public Accountant
OfficeExternal Director (Auditor Director), Yamaki Co., Ltd.
Reason for Candidacy as External Director and Overview of Expected Roles
As a Certified Public Accountant, Certified Tax Accountant, and manager with experience
as representative director of a company not listed in the career history above, Mr. Mizobata
brings to bear wide-ranging experience and keen judgment across a wide range of issues.
He has provided apt counsel to further ES-CON JAPAN’s business activities and overallmanagement. We propose that he be reappointed as external director based on ourconviction that Mr. Mizobata will effectively fulfill the above duties of External Director. His
tenure as External Director (Auditor Director) of ES-CON JAPAN will have been sevenyears and eight months at the end of this Extraordinary General Meeting.

- 14 -

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

SharesOwned

3

Tadashi
Fukuda(March 4,

Reappointment

1953)

April 1986 – Registered as an attorney at law
Joined Daiichi Law Office (now Daiichi Law Office, P.C.)
June 2000 – External Auditor, Shinyei Kaisha
December 2012 – External Auditor, ES-CON JAPAN Ltd.
June 2015 – External Director, Shinyei Kaisha
External Auditor, EXEDY Corporation (present post)
March 2016 – External Auditor, ES-CON JAPAN Ltd.
Executive Partner, Daiichi Law Office, P.C. (present
post)June 2016 – External auditor, Mitsubishi Tanabe Pharma
Corporation (present post)
March 2020 – External Director (Auditor Director), ESCON JAPAN Ltd. (present post)
Member, Nomination and Remuneration Advisory
Committee

2,300(Main concurrent posts)
Executive Partner, Daiichi Law Office, P.C.
External auditor, EXEDY Corporation(Notes) 1.
2.
3.
4.

5.

6.

Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Fukuda offers a wealth of experience in corporate law as a lawyer and broad-based
expertise, both of which contribute to the management of ES-CON JAPAN Ltd. While helacks previous experience in involvement in the management of ES-CON JAPAN otherthan as an external director, we propose that he be reappointed as he is capable ofperforming the duties of an external director, as described above. His tenure as External
Director (Auditor Director) of ES-CON JAPAN Ltd. will have been three years and eightmonths at the end of this Extraordinary General Meeting.
No conflicts of interest exist between any of the above candidates and our company.
Masayoshi Nishitake, Hiroto Mizobata, and Tadashi Fukuda are candidates forExternal Director.
Hiroto Mizobata and Tadashi Fukuda have served in the past as non-managing
Directors (External Auditors) of ES-CON JAPAN.
ES-CON JAPAN Ltd. has concluded limited liability agreements with Masayoshi
Nishitake, Hiroto Mizobata, and Tadashi Fukuda in accordance with Article 427,
Paragraph 1 of the Companies Act of Japan. If the reappointments of Masayoshi
Nishitake, Hiroto Mizobata, and Tadashi Fukuda are approved, we plan to conclude
renewed agreements with them containing terms and conditions similar to those of
the existing agreements.
The following is an overview of these agreements:
In the event that a director (excluding personnel who are managing directors) is
responsible for circumstances generating liabilities for ES-CON JAPAN Ltd. withrespect to compensation for damages attributable to his/her own negligence in theperformance of his/her duties, that director shall bear no more than the legally
established minimum liability.
The Company has notified the Tokyo Stock Exchange of Hiroto Mizobata's andTadashi Fukuda's status as independent officers. If their reappointments areapproved, we plan to notify the Tokyo Stock Exchange that they will continue toserve as independent officers.
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.
This policy names Company directors and executive officers as the insured. We plan
to continue renewing this policy. If the appointment of the above candidates isapproved, they will be the named 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.

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Agenda Item 4

Appointment of account auditor

Following the approval of Agenda Item 1, “Partial Amendment of the Articles of Association,” the 29th
fiscal year will be a 15-month period. Once the partial amendment of the Articles of Association takes effect,
the term of office of the account auditor will expire. Thus, we propose the reappointment of the accountauditor BDO Sanyu & Co. Should this proposal be approved, the term of office of each the account auditor
will extend until the end of the Regular General Meeting of Shareholders scheduled to be held in June 2024.
The content of this Agenda Item was determined by the Auditors Committee.
The Auditors Committee has chosen BDO Sanyu & Co. as a candidate account auditor based oncomprehensive consideration of matters such as the reliability of its organization and governance systems
as an account auditor, its systems in place to ensure audit quality, including those related to its
independence, its specialized business expertise, the reasonability and validity of its practical audit plans
and audit costs, and its audit track record.
The candidate account auditor is outlined below.

Name
Main office
Representative
Capital (investment)
Clients
Staff

History(As of September 30, 2023)
BDO Sanyu & Co.
15 Floor, STEC Bldg., 24-1 Nishi-Shinjuku 1-chome, Shinjuku-ku, Tokyo
Tomohiro Koto, Managing Partner
JPY93 million
214 firms
46 partners, 123 CPAs, 116 other specialists,
37 other administrative personnel
October 1986 Sanyu & Co. established
January 1996 Business alliance formed with BDO Binder BV (now BDO
International Limited)
April 1996
Renamed BDO Sanyu & Co.

Note: BDO Sanyu & Co. has served as the Company's account auditor continuously since its appointment in the fiscal year ended
January 2000 (fifth fiscal year).

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Agenda Item 5

Revised remuneration for directors who are auditor
directors

Following the approval of Agenda Item 1, “Partial Amendment of the Articles of Association,” the 29th
fiscal year will be a 15-month period. Since the amounts of remuneration of directors who are auditor
directors are projected to exceed the maximum of 50 million yen per year (single fiscal year) as determinedin the 21st Regular General Meeting of Shareholders held March 25, 2016, and in light of recent economic
and other conditions, we propose revising the remuneration amounts of directors who are auditor directors
to no more than 100 million yen per year.
This Agenda Item was finalized by the Board of Directors following deliberation by the Nomination andRemuneration Advisory Committee and is considered appropriate in light of matters such as the scale of
the Company's businesses, its executive remuneration system and payment levels, the current number of
executives, and the future outlook.
If Agenda Items 1 and 3 are approved as proposed, the number of directors who are auditor directors
subject to this Agenda Item will be four directors.
This Agenda Item is conditional on the enactment of the revisions to the Articles of Association proposed
in Agenda Item 1, “Partial Amendment of the Articles of Association.”- 17 -

Agenda Item 6

Continuation and partial revision of performance-linked
share-based remuneration system for directors (excluding
directors who are auditor directors, external directors, andnon-managing directors) and for executive directors(delegated)

1. Reasons for the proposal, and background and objectives of revisions
This proposal calls for the continuation and partial revision of the performance-linked share-based
remuneration system (“System” hereinafter) for Company directors (excluding directors who are auditor
directors, external directors, or non-managing directors) and for executive directors (delegated) (“Directors”
hereinafter refers to all such directors, except as noted otherwise), adopted in FY2015.
The System was introduced to further clarify remuneration for Directors and the relationship between ESCON JAPAN’s performance and stock price, with Directors not only benefiting from a rise in stock price but
also sharing in the same risks as shareholders in relation to drops in stock price, thereby heightening
awareness of the importance of contributing to performance and corporate value over the medium and longterm. We consider this System to be appropriate for these purposes.
The System was revised in part in the 26th Regular General Meeting of Shareholders held March 26,
2021. We ask for your approval for reviewing and partially amending the details of the System in accordancewith the change in the Company's accounts settlement date from December to March upon approval of
Agenda Item 1, “Partial Amendment of the Articles of Association.” This will involve no change in the
maximum number of shares of Company stock to be awarded to Directors, which is 110,000 shares.
Refer to the following news releases for information concerning the previous details of this System:“Notice on Introduction of Performance-Based Stock Reward System,” released February 13, 2015, “Noticeon Continuation and Partial Revision of Performance-Based Stock Reward System,” released January 30,
2020,” (Revised) Partial Amendment to the Notice on Continuation and Partial Revision of PerformanceBased Stock Reward System,” released March 13, 2020, and “Notice on Continuation and Partial Revisionof Performance-Based Stock Reward System,” released February 24, 2021.
Plans call for amounts of director remuneration to continue to exclude the employee salary portions paid
to directors serving concurrently in employee positions. The number of Directors subject to this proposal
will be four Directors upon the approval of Agenda Item 2.

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2. Details of revisions to the System
The existing System would be revised as follows:
Item

Before revision

After revision

Period subject toSystemThree fiscal years from the fiscal
year ending December 31, 2021
through the fiscal year ending
December 31, 2023 and eachsubsequent period of three fiscal
years

Three fiscal years from the fiscal
year ending December 31, 2021
through the fiscal year ending March
31, 2024 and each subsequent
period of three fiscal years

Method for
calculating
number of sharesof ES-CON
JAPAN stock to
be granted toeligible persons

Consolidated operating income andtotal shareholder return (TSR) shallbe used as indicators in calculations.
ES-CON JAPAN will assign points inaccordance with the status ofachievingthetargetannualconsolidated operating income basedon the number of standard shares foreach position stipulated at the
beginning of the fiscal year ending
December 31, 2021. Annual points
assigned annually to the parties inquestion will accrue during the fiscal
year ending December 31, 2023.
Points will be calculated bymultiplying the cumulative annual
assigned points by the rate ofdeviation between ES-CON JAPAN’s
TSR and the growth rate of the TSEFirst Section Real Estate TOPIX.

Consolidated operating income andtotal shareholder return (TSR) shallbe used as indicators in calculations.
ES-CON JAPAN will assign points inaccordance with the status ofachievingthetargetannualconsolidated operating income basedon the number of standard shares foreach position stipulated at the
beginning of the fiscal year ending
December 31, 2021. Annual points
assigned annually to the parties inquestion will accrue during the fiscal
year ending March 31, 2024. Points
will be calculated by multiplying the
cumulative annual assigned points by
the rate of deviation between ESCON JAPAN’s TSR and the TSE
Prime Market Real Estate TOPIX.

Contribution amounts and limits on points assigned per fiscal year will remain unchanged.

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