Securities code: 8892
March 11, 2019
To all shareholders:
4-2-5 Kandasurugadai, Chioyda-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of 24th Regular General Meeting of Shareholders
Thank you for your ongoing support.
We request your attendance at the 24th Regular General Meeting of Shareholders. Information onthe Meeting is provided below.
If you are unable to attend, you may exercise your voting rights in either of the two ways given
below. Refer to the “Reference Documents for the General Meeting of Shareholders” in the following
pages and exercise your voting rights no later than 6:00 p.m. on Monday, March 25, 2019.
[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.]
Enter your approval or disapproval of each agenda item by the above deadline.

1. Date and time
2. Location

10:00 a.m. March 26 (Tue.), 2019
8-1 Akasaka 1-chome, Minato-ku, Tokyo
Akasaka Intercity Conference the AIR, 4th Floor, Akasaka Intercity AIR* The venue of the Regular General Meeting of Shareholders has changed
since last year.
Please refer to the Map for the Regular General Meeting of Shareholders
at the end of this Notice.

3. Objectives
Reported items

1. Term 24 (January 1 to December 31, 2018)
Contents of business reports and consolidated account statements, as wellas consolidated account statement audit reports from account auditors andthe Auditors Committee
2. Term 24 (January 1 to December 31, 2018)
Items reported in account statements- 1 -Items for voting
Agenda Item 1
Agenda Item 2
Agenda Item 3
Agenda Item 4

Disposal of surplus
Partial amendment of the Articles of Association
Election of five directors (excluding directors who are auditor directors)
Election of one director as reserve auditor director to fill potential vacancy---------------------------------------------------------------------------------------------------------------------------------------------------------- Please submit the enclosed form for Exercise of Voting Right to the reception desk at the venue when you arrive.
 According to laws and ordinances, and the provision in Article 17 of our company’s Articles of Incorporation, thefollowing items are posted online on our company’s website (https://www.es-conjapan.co.jp/investor/library.php),
and therefore, are not included in the Reference Documents of this announcement.
(1) Consolidated statement of changes in net assets, (2) Notes to consolidated financial statements, (3) Statementof changes in net assets, (4) Notes to non-consolidated financial statements
Moreover, in addition to each reference document included in this announcement, of the account statements posted
online at our company’s website (https://www.es-conjapan.co.jp/investor/library.php) the consolidated accountstatements and account statements that are audited by the Auditor Committee and account auditors are the“Consolidated statement of changes in net assets” and “Notes to consolidated financial statements” of theconsolidated account statements, and “Statement of changes in net assets” and “Notes to non-consolidated financialstatements.”
 Any revisions to the reference documents for the General Meeting of Shareholders, business reports, consolidatedaccount statements, and statement documents will be posted on our website (https://www.es-conjapan.co.jp/).
 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

3Date on which surplus
dividend takes effectCash

32 yen per share of common stock of ES-CON Japan Ltd.

2,209,151,584 yen

March 27, 2019

- 3 -Agenda Item 2

Partial amendment of the Articles of Association

1. Reason for this proposal
In light of anticipated further business growth centered in the greater Tokyo area and to expand officespace and advance more multifaceted real-estate activities based in a strategic new office, Article 3 (HeadOffice Location) of the current Articles of Association will be amended from Chiyoda-ku, Tokyo to Minato-ku,Tokyo.
2. Nature of amendment
The nature of this amendment is indicated below.
(The amended passage is underlined below.)
Current Articles of Association

Proposed amendment

Articles 1-2 (Text omitted)

Articles 1-2 (Unchanged)

Article 3 (Head Office Location)
The Company's Head Office shall belocated in Chiyoda-ku, Tokyo.

Article 3 (Head Office Location)
The Company's Head Office shall belocated in Minato-ku, Tokyo.

Article 4-37 (Text omitted)

Articles 4-37 (Unchanged)(Newly added)

Addendum
The amendment to Article 3 (Head OfficeLocation) shall take effect on October 21,
2019. This Addendum shall be deleted
following the relocation of the Head Office.

- 4 -Agenda Item 3

Election of five directors(excluding directors who are auditor directors)

Except for directors who are auditor directors (the same applying hereafter), the term of office will
expire for all four directors at the end of this General Meeting.
To further enhance the monitoring and oversight functions of the Board of Directors, we propose
increasing the number of directors by one through the election of five directors.
Moreover, regarding this agenda item, the Auditor Committee has examined each candidate, andstated that there are no issues needing to be pointed out.
Candidates are as follows:
Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our CompanyCompany(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.
Takatoshi Ito(September 1,1971)

November 2010 - Head of Business Division, ES-CON
JAPAN Ltd.
March 2011 - President and Representative Director, ESCON JAPAN Ltd. (present post)

Reappointment

1January 2012 - Head of Tokyo Office, ES-CON JAPANLtd.
May 2013 - President and Representative Director, ESCON PROPERTY Ltd.

972,000

August 2013 - Head of Development Division, ES-CON
JAPAN Ltd.
July 2014 - Director, ES-CON ASSET MANAGEMENTLtd. (present post)
November 2014 - President and Corporate Officer, ESCON JAPAN Ltd. (present post)
September 2016 - Director, ES-CON LIVING SERVICE
Ltd. (present post)
July 2018 - Director, ES-CON PROPERTY Ltd. (presentpost)
Reason for Candidacy as Director
As the President and Director of our company, he has been handling the management of ourcompany group, has been leading the group with his strong leadership, has contributed todevelopment and expansion into multiple businesses, has established a firm managementfoundation, and possesses abundant knowledge of overall business management. Therefore,
we propose that he be reappointed as a director so as to continue contributing to the functional
enhancement of the Board of Directors.

- 5 -Candidate

NameHistory 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.

MinoruNakanishi(September14, 1952)(currently Mizuho Trust & Banking Co., Ltd.)
April 2005 - Executive Officer (Head of Osaka BranchOffice)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. (present2post)
August 2013 - Head of Management Division, ES-CON

142,400

Reappointment

JAPAN Ltd. (present post)
July 2014 - Director, ES-CON ASSET MANAGEMENT,Ltd. (present post)
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. (present post)
March 2017 - Senior Managing Director, ES-CON JAPANLtd. (present post)
Senior Executive Officer, ES-CON JAPAN 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. It wasdetermined that he is an essential human resource for contributing to the improvement of ourcompany group’s corporate value, and that he will contribute to sustainable improvement ofcorporate 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

April 1990 - Joined Hoyu Construction Co., Ltd.

Tomohiko
Egashira(July 1,1965)

January 1992 - Joined Fuji Corporation Limited
April 2002 - Joined ES-CON JAPAN Ltd.
January 2012 - Head of Corporate Officer Division,
ES-CON JAPAN Ltd.
July 2012 - Head of Corporate Officer Tokyo
Division, ES-CON JAPAN Ltd.

3February 2013 - Head of Corporate Officer
Development Division, ESCON JAPAN Ltd.
March 2015 - Director, ES-CON JAPAN Ltd.

Reappointment

January 2016 - Head and Corporate Officer ofDevelopment Division, ES-CON JAPAN Ltd. (present122,500post)
March 2017 - Managing Director, ES-CON JAPAN Ltd.
(present post)
Managing Executive Officer, ES-CON JAPAN Ltd.
(present post)
November 2017 - Head of Fukuoka Branch Office, ESCON JAPAN Ltd. (present post)
July 2018 - Director, ES-CON PROPERTY Ltd. (presentpost)
Reason for Candidacy as Director
As the Head of the Development Division, Mr. Egashira has handled real estatedevelopments in various sectors, including condominiums, hotels, and income properties. Hebrings with him a proven track record for leading the overall real estate development
business, as well as a reputation for keen judgment based on extensive experience. We
believe he is ideally suited to serve as a director, and propose his reappointment.

- 7 -CandidateNo.

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

Name(Date of Birth)

Number ofCompany
Shares Owned

October 1992 - Joined KPMG Century Auditing
Corporation (currently Ernst & Young ShinNihon LLC)
Junya Kikuchi(October 1,1967)

April 1996 - Joined Hokuto Auditing Corporation(currently Gyosei & Co.)
June 2004 - Employee, WIN Consulting (present post)
June 2005 - Part-time Director, Nissei Build Kogyo
Co., Ltd. (present post)
November 2009 - Part-time Director, Seiryu AssetManagement Co., Ltd. (present post)
Part-time Director, Sanai Housing Co., Ltd.
(present post)
March 2010 - Director, ES-CON JAPAN Ltd.
(present post)

4January 2014 - Representative Director, IntegratedSolutions Co., Ltd. (present post)
June 2014 - Representative employee, Yuho Audit

Reappointment

Corporation (present post)
Representative, NB Networks (present post)

215,500

August 2017 - Part-time Director, P-PARKINGINTERNATIONAL PTE LTD (present post)
October 2018 - Director, Space Value Holdings Co.,
Ltd. (present post)(Main concurrent posts)
Employee, WIN Consulting
Representative Employee, Yuho Audit Corporation
Representative Director, Integrated Solutions Co., Ltd.
Representative Director, NB Networks Co., Ltd.
Part-time Director, Nissei Build Kogyo Co., Ltd.
Part-time Auditor, Seiryu Asset Management Co., Ltd.
Part-time Auditor, Sanai Housing Co., Ltd.
Part-time Director, P-PARKING INTERNATIONAL PTELTDDirector, Space Value Holdings Co., Ltd.
Reason for Candidacy as Director
Based on his abundant experience as a certified public accountant, and his specialized
knowledge due to his abundant experience and accomplishments as a long-time corporate
manager, it was determined that he is an essential director, so we propose that he bereappointed as a director.

- 8 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in OurCompany

Company (Main Concurrent Posts)

Shares Owned

April 1986 - Joined Chubu Electric Power Co., Inc.

New appointment

5July 2011 - General Manager, HR/Labor andKenji Fujita(April 14,1963)

Operations 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,0Okazaki Branch, Chubu Electric Power Co., Inc.
April 2016 - General Manager, Locations Division,
Power Networks Company, Chubu Electric Power
Co., Inc.
Reason for Candidacy as Director
Based on his expertise and achievements as the HR Division General Manager andLocations Division General Manager within Chubu Electric Power Co., Inc., it was determinedthat he is an essential director, so we propose that he be appointed as a director.

(Note)

1. There are no special interests between these candidates and our company.
2. ES-CON JAPAN Ltd. has executed a limited liability agreement with Junya Kikuchi
as per Japan Companies Law No. 427-1. If selection of this candidate is approved,
our company plans to conclude an agreement of the same content.
The following is an overview of this agreement.
 In the event that a director (excluding personnel who are managing directors)
causes ESCON JAPAN Ltd. to bear liability for compensation for damages due
to his/her own negligence in the performance of his/her duties, that director shallbear the legally established minimum limit of liability.

- 9 -Agenda Item 4Election of one director as reserve auditor director to fillpotential vacancy

In order to prevent the number of auditors from falling below the legally established requirement, we
propose the election of one director as reserve auditor director to fill potential vacancy.
Moreover, this agenda item has been approved by the Auditors Committee. The reserve auditor
director candidate is as follows:
Name(Date of Birth)

Tadashi Fukuda(March 4, 1953)

History and Position(Main Concurrent Posts)

April 1986 - Registered as lawyer Joined Daiichi Law Office(Currently Daiichi Law Office, P.C.)
December 2012 - External Auditor, ES-CON JAPAN Ltd.
June 2015 - External Auditor, EXEDY Corporation (presentpost)
March 2016 - External Auditor, ES-CON JAPAN Ltd.
Executive Partner, Daiichi Law Office, P.C. (present post)
Jun 2016 - External auditor, Mitsubishi Tanabe Pharma
Corporation (present post)

Number ofCompany Shares
Owned0(Main concurrent post)
Executive Partner, Daiichi Law Office, P.C.
External auditor , EXEDY Corporation
External auditor, Mitsubishi Tanabe Pharma Corporation
Reason for Candidacy as Reserve Director
The reason for nominating Tadashi Fukuda as an external director is that he has a wealth of experience
as a lawyer and extensive expertise, which will be reflected in management of ES-CON JAPAN Ltd. The
candidate does not have previous experience other than contributing to the company as an external
director, but it has been decided that he is capable of performing the duties of an external director for thereasons stated here.
Note: 1. There are no special interests between this candidate and our company.
2. Tadashi Fukuda is a candidate for deputy external auditor.
3. Tadashi Fukuda has served as a non-managing director of ES-CON JAPAN Ltd. (auditor) inthe past.
4. If Tadashi Fukuda's appointment is approved and he is elected to the position of director who
is also a member of the Auditor Committee, ES-CON Japan Ltd. will execute a limited liability
agreement with him in accordance with Article 427, Paragraph 1 of the Companies Act.
The following is an overview of this agreement.
 In the event that a director (excluding personnel who are managing directors) causes ES-CON
Japan Ltd. to bear liability for compensation for damages due to his/her own negligence in theperformance of his/her duties, that director shall bear the legally established minimum limit ofliability.

- 10 -