Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code 9788
Date of issuance: June 9, 2023
Start date of measures for electronic provision: June 7, 2023
To All Shareholders:
Kan Yoshimura, President
NAC CO., LTD.
1-25-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

Notice of Convocation of the 52nd Annual General Meeting of Shareholders
We are pleased to inform you that the 52nd Annual General Meeting of Shareholders of the NAC CO., LTD. will beheld as follows:
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject
to measures for electronic provision) in electronic format, and posts this information on either of the following
websites below.
Company website
https://www.nacoo.com/ (in Japanese)(Please access the above website and select “Investor Relations,” “Stock Information,” and “Annual General Meetingof Shareholders” from the menu.)

Shareholders’ General Meeting materials website
https://d.sokai.jp/9788/teiji/ (in Japanese)
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter “NAC CO., LTD.” in “Issue name(company name)” or the Company’s securities code “9788” in “Code,” and click “Search.” Then, click “Basicinformation” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /InformationalMaterials for a General Shareholders Meeting].”)If you cannot attend the meeting, your voting rights can be exercised in writing or via the Internet. Please
review the reference documents for the General Meeting of Shareholders below and exercise your voting rights
by no later than 5:30 p.m. on Wednesday, June 28, 2023.
1. Date and time:
2. Venue:

10:00 a.m., Thursday, June 29, 2023 (Reception starts at 9:00 a.m.)Eminence Hall, 5th floor, South Tower, Keio Plaza Hotel Tokyo
2-2-1 Nishi-Shinjuku, Shinjuku-Ku, Tokyo

3. Agenda:
Reports:
1. Business Report, Consolidated Financial Statements, and reports by the Financial Auditor and the Audit &Supervisory Board on the audit results of Consolidated Financial Statements for the 52nd fiscal year (fromApril 1, 2022 to March 31, 2023).
2. Non-consolidated Financial Statements for the 52nd fiscal year (from April 1, 2022 to March 31, 2023).
Resolutions:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members-1-

[Notes regarding the convocation]- If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on thevoting form, we will treat it as if you had indicated your approval.
- The exercising of voting rights by proxy is permitted only when another shareholder who has voting rights is delegated as proxy.
In this case, it is necessary to submit written proof of their right of proxy.
- If you exercise your voting rights both via the Internet and in writing (by mail), the vote exercised via the Internet will be treatedas valid.
- If you exercise your voting rights more than once via the Internet, the last exercise shall be deemed to be valid.

- If attending the meeting in person, please complete and submit the voting form sent with this notice at the reception desk of thevenue.
- In the event of any modification to the items subject to measures for electronic provision, a notice will be posted on each website
where the information is posted, both before and after the modification.
- For this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them. Among the items subject tomeasures for electronic provision, in accordance with the provisions of laws and regulations and Article 15 of the Company’s
Articles of Incorporation, the following items are not provided in the documents delivered to shareholders.
• “Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements• “Non-consolidated Statements of Changes in Shareholders’ Equity” and “Notes to Non-consolidated Financial Statements” inthe Non-consolidated Financial Statements
Therefore, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in the paper-based
documents are a part of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by theFinancial Auditor in preparing the Accounting Audit Report, and a part of the Consolidated Financial Statements and the Nonconsolidated Financial Statements audited by the Audit & Supervisory Board Members in preparing the Auditor’s Report.

-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The year-end dividend for the 52nd fiscal year is based on a consolidated dividend to net assets ratio within 4%(annually) and a dividend payout ratio within 100%.
(1)Type of dividend property
Cash

(2)

Allotment of dividend property and their aggregate amount¥30 per common share of the Company
Total dividends: ¥678,227,070(3)Effective date of dividends of surplus
June 30, 2023

-3-Proposal No. 2Election of Five Directors

The term of office of five Directors including Kan Yoshimura, Naoki Oba, Hiroaki Kumamoto, Kenichi Miyajima,and Yuko Nakahata, will expire at the conclusion of this General Meeting of Shareholders. In that regard, theCompany proposes the election of five Directors to be reappointed to further enhance the management system of theCompany. Moreover, this proposal was considered by the Nomination and Remuneration Advisory Committee,
which reported that there were no particular matters that needed to be raised.
The candidates for Director are as follows:
Number of theCareer summary, and position and responsibility
Company’s sharesin the Companyowned(Significant concurrent positions outside the Company)
Apr. 1984
Joined the Company
Nov. 2003
Executive Officer, in charge of Rental Business
Division, General Manager of the Second
Kan Yoshimura
Branch(May 8, 1961)
Jun. 2005
Director
Jun. 2011
Managing Director, General Manager ofReelection
Housing Business Division
57,431
Tenure as Director
Jun. 2013
Senior Managing Director
18 yearsJun. 2014
Director and Vice President, Group Chief
Attendance at Board of
Operating Officer
Directors meetings
Jun. 2015
President (current position)
13/13[Significant concurrent positions outside the Company]
Director of J-wood Co., Ltd.
Director of KDI CORPORATION
Reasons for nomination as candidate for Director
Kan Yoshimura is familiar with all of the Company’s core businesses, and since his appointment as President of theCompany in 2015, he has always demonstrated outstanding management skills as a top management in developing andsolidifying the Company’s foundation for sustainable growth. As a Director, he has fulfilled appropriate decisionmaking and oversight of the execution of duties for important matters in overall management. As a result, the Company
requests his appointment as a Director because it judges that he is indispensable to the Company’s management in thefuture.
1. There is no special interest between the candidate for Director and the Company.
2. The number of shares owned is as of March 31, 2023. In addition, the number of shares owned includes the portion heowns in the NAC Officer Stock Ownership Plan.

CandidateNo.

1

Notes:

Name(Date of birth)-4-

Number of theCareer summary, and position and responsibility
Company’s sharesin the Companyowned(Significant concurrent positions outside the Company)
May 2002
Joined the Company
Apr. 2013Executive Officer, General Manager ofConstruction Consulting Division
Apr. 2014
Executive Officer and General Manager of East
Naoki Oba
Japan Sales Division of Leohouse Co., Ltd.
(September 15, 1969)
Jun. 2015
Director and General Manager of East Japan
Sales Division of Leohouse Co., Ltd.
Reelection
Jan. 2018
Executive Officer, General Manager ofCorporate Business Strategy Division
20,829Tenure as Director
Jul. 2019
Senior Executive Officer, General Manager of
2 years
Construction Consulting Division
Attendance at Board ofMay 2020
Senior Executive Officer, Representative ofDirectors meetings
Construction Consulting Company (current13/13position)
Jun. 2021
Director (current position)[Significant concurrent positions outside the Company]
Director of NAC HAUS Partner Co. Ltd.
Reasons for nomination as candidate for Director
Naoki Oba has led sales management in the Construction Consulting Business and has made a number of important
contributions to strengthening the business foundation, including contributing to the improvement of businessperformance. Based on his abundant experience and track record, he can make appropriate decisions and perform duties
on important matters in overall management as a Director, and he can be expected to contribute to the growth and valueenhancement of the Group. Therefore, the Company requests that he be elected as a Director.
1. There is no special interest between the candidate for Director and the Company.
2. The number of shares owned is as of March 31, 2023. In addition, the number of shares owned includes the portion heowns in the NAC Officer Stock Ownership Plan.

CandidateNo.

2

Notes:

Name(Date of birth)-5-

CandidateNo.

3

Notes:

1.
2.
3.

4.

Number of theCareer summary, and position and responsibility
Company’s sharesin the Companyowned(Significant concurrent positions outside the Company)
Apr. 1993
Joined The Sumitomo Bank, Limited (currentlySumitomo Mitsui Banking Corporation)
Oct. 1997
Joined Chuo Audit Corporation
Jul. 2004
Joined PricewaterhouseCoopers Hong Kong
Aug. 2007
Joined PwC Advisory LLC
Dec. 2011
Representative Director and President of Global
Japan Consulting Co., Limited (currentposition)
Hiroaki Kumamoto(November 5, 1968)
Oct. 2012CEO of Global Japan Consulting Limited(Hong Kong corporation) (current position)
Reelection
Dec. 2012
Director of Global Japan AAP Consulting
OutsidePrivate Limited (Indian corporation) (currentIndependentposition)
May 2016
Representative Director and President of GlobalTenure as Director
Japan Network Limited (current position)
4 years
Jun. 2019
Outside Director of the Company (currentAttendance at Board ofposition)
Directors meetings[Significant concurrent positions outside the Company]
13/13
Representative Director and President of Global Japan
Consulting Co., Limited
CEO of Global Japan Consulting Limited (Hong Kongcorporation)
Director of Global Japan AAP Consulting Private Limited(Indian corporation)
Representative Director and President of Global Japan Network
LimitedReasons for nomination as candidate for outside Director and overview of expected roles
The Company requests the election of Hiroaki Kumamoto as an outside Director because it has judged that he hasabundant experience and extensive knowledge as a certified public accountant and consultant and that his external
perspectives based on his advanced expertise and abundant experience will benefit efforts to enhance the Company’s
management structure and to secure the diversity of the Board of Directors.
There is no special interest between the candidate for Director and the Company.
Hiroaki Kumamoto is a candidate for outside Director.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Hiroaki Kumamoto to limit liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability shall be the amount stipulated by law.
If the reappointment of Hiroaki Kumamoto is approved at this meeting, the Company plans to renew said agreement withHiroaki Kumamoto.
The Company has submitted notification to Tokyo Stock Exchange that Hiroaki Kumamoto has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Mr. Kumamoto is approved, theCompany plans for his designation as an independent officer to continue.
Name(Date of birth)-6-Candidate
No.

Name
(Date of birth)
Kenichi Miyajima(March 16, 1955)
Reelection
OutsideIndependent

4

Notes:

1.
2.
3.

4.

Career summary, and position and responsibility
in the Company(Significant concurrent positions outside the Company)
May 1990
Joined Duskin Co., Ltd.
Jun. 2004
Director of Duskin Co., Ltd.
Jun. 2018
Director, Executive Vice President & Operating
Officer of Duskin Co., Ltd.
Jun. 2020
Resigned from Duskin Co., Ltd.
Jun. 2021
Outside Director of the Company (currentposition)[Significant concurrent positions outside the Company]
Outside Director of Arai Shoji Co., Ltd.

Number of theCompany’s sharesowned-Tenure as Director
2 years
Attendance at Board ofDirectors meetings
13/13
Reasons for nomination as candidate for outside Director and overview of expected roles
The Company requests the election of Kenichi Miyajima as outside Director because it has judged that he will be able
to contribute to strengthening the Company’s business promotion and implementing the capital and business alliancewith Duskin Co., Ltd. using the perspective of an outside Director because he has experience as an officer of DuskinCo., Ltd. and he has a wide range of insight into overall management.
There is no special interest between the candidate for Director and the Company.
Kenichi Miyajima is a candidate for outside Director.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Kenichi Miyajima to limit liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability shall be the amount stipulated by law. If the reappointment of Kenichi Miyajima is approved at thismeeting, the Company plans to renew said agreement with Kenichi Miyajima.
The Company has submitted notification to Tokyo Stock Exchange that Kenichi Miyajima has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Mr. Miyajima is approved, theCompany plans for his designation as an independent officer to continue.

-7-

CandidateNo.

5Notes:

1.
2.
3.

4.

Number of theCareer summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1994
Joined Flash Co., Ltd.
Jun. 1995
Joined Backs Group Inc.
Mar. 2002
President and Representative Director of SmartYuko Nakahata
Inc.
(September 22, 1973)
Mar. 2005
President and Representative Director of Partir
Inc.
Reelection
Aug. 2010
Joined Honor Circle HK Limited
OutsideJun. 2016
CAO of fast value global inc.
IndependentApr. 2018
Outside Director of AMAGASA Co., Ltd.
Jun. 2019
Outside Director of KOURAKUEN
Tenure as Director
HOLDINGS CORPORATION
2 years
Jun. 2021
President and Representative Director of
Attendance at Board of
SustainaSeed Inc. (current position)
Directors meetings
Jun.
2021
OutsideDirector of the Company (current13/13position)[Significant concurrent positions outside the Company]
President and Representative Director of SustainaSeed Inc.
Reasons for nomination as candidate for outside Director and overview of expected roles
Ms. Yuko Nakahata has abundant experience and broad knowledge as a President and Representative Director andoutside Director of multiple companies. The Company requests the election of Ms. Nakahata as an outside Director
because it judged that her external perspectives based on her high level of expertise and abundant experience will
benefit efforts to enhance the Company’s management structure and to secure the diversity of the Board of Directors.
There is no special interest between the candidate for Director and the Company.
Yuko Nakahata is a candidate for outside Director.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Yuko
Nakahata to limit liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability shall be the amount stipulated by law. If the reappointment of Yuko Nakahata is approved at this meeting, theCompany plans to renew said agreement with Yuko Nakahata.
The Company has submitted notification to Tokyo Stock Exchange that Yuko Nakahata has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Ms. Nakahata is approved, theCompany plans for her designation as an independent officer to continue.
Name(Date of birth)-8-Proposal No. 3

Election of Two Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Member Akiko Endo will expire at the conclusion of this General
Meeting of Shareholders. In addition, the term of office of Audit & Supervisory Board Member Tetsuji Endo will
resign at the conclusion of this General Meeting of Shareholders. Therefore, in order to further strengthen theCompany’s management structure, the Company requests the election of two new Audit & Supervisory BoardMembers. The term of office of the substitute Audit & Supervisory Board Members will expire upon the expiry ofthe term of office of the retiring Audit & Supervisory Board Members, in accordance with Article 29 of theCompany’s Articles of Incorporation.
Moreover, this proposal was considered by the Nomination and Remuneration Advisory Committee, which reported
that there were no particular matters that needed to be raised. In addition, the consent of the Audit & Supervisory
Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
CandidateNo.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Nov. 1989
Apr. 2013

1Notes:Number of theCompany’s shares
ownedJoined the Company
Administrative Manager, Business Management
Office, Duskin Business Division, Delivery
Business Company
Aug. 2015
Head of Rental Business Management Office,Masahiro Uruma
Rental Business Company(April 2, 1964)
Apr. 2018
Deputy General Manager, Internal Audit268
Department, Business Support Division
New election
Apr. 2022
General Manager, Internal Audit Department,Business Support Division (current position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of J-wood Co., Ltd.
Audit & Supervisory Board Member of KDI CORPORATION
Audit & Supervisory Board Member of Earnest Co., Ltd.
Reasons for nomination as candidate for Audit & Supervisory Board Member
Masahiro Uruma is responsible for the internal auditing of the Group after serving as the head of the administrative
division of the Rental Business, which is the Company’s core business. The Company has elected Masahiro Uruma as acandidate for a Full-time Audit & Supervisory Board Member because it judged that his extensive knowledge of theGroup’s diverse businesses will enable him to fully exercise his supervisory and auditing functions as an Audit &Supervisory Board Member and contribute to the growth of the Group and the enhancement of its corporate value.
1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. The number of shares owned is as of March 31, 2023. In addition, the number of shares owned includes the portion heowns in the NAC Employee Stock Ownership Plan.

-9-Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 20092

Notes:

1.
2.
3.

4.

Number of theCompany’s shares
ownedAdmitted to the bar (Daiichi Tokyo BarAssociation)
Apr. 2009
Joined Tokio Marine & Nichido Fire InsuranceCo., Ltd.
Jul. 2011
Joined Law Offices SIGMA Kojimachi
Jul. 2014
Partner, Law Offices SIGMA Kojimachi
Jan. 2016
Outside Audit & Supervisory Board Member ofWellone’s, Inc. (current position)
Hiromune Matsuo
Oct. 2019
Outside Audit & Supervisory Board Member of(June 20, 1980)
Sanntsu Corporation (current position)
May 2022
Registered as a tax accountant
New election
Mar. 2023
Representative Partner, Law Offices SIGMA
OutsideKojimachi (current position)
Independent
May 2023
Outside Audit & Supervisory Board Member ofCyclers Co., Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Partner, Law Offices SIGMA Kojimachi
Outside Audit & Supervisory Board Member of Wellone’s, Inc.
Outside Audit & Supervisory Board Member of SanntsuCorporationOutside Audit & Supervisory Board Member of Cyclers Co.,Ltd.
Reasons for nomination as candidate for outside Audit & Supervisory Board MemberHiromune Matsuo is a licensed attorney-at-law and licensed tax accountant. The Company has elected Hiromune
Matsuo as a candidate for an Audit & Supervisory Board Member because it judged that he will contribute tostrengthening the Company’s auditing system and corporate governance by reflecting his wide range of knowledge
from corporate legal affairs to taxation in the Company’s audits from an objective standpoint.
There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
Hiromune Matsuo is a candidate for outside Audit & Supervisory Board Member.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company will enter into an agreement withHiromune Matsuo to limit liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability shall be the amount stipulated by law.
The Company has notified the Tokyo Stock Exchange that it intends to designate Hiromune Matsuo as an independent
officer because he meets the requirements of independent officer as stipulated by the Exchange.

- 10 -