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

Securities identification code: 2120
December 6, 2022
To our shareholders:
INOUE Takashi
Representative Director
LIFULL Co., Ltd.
1-4-4 Kojimachi, Chiyoda-ku, TokyoNOTICE OF THE 28TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
We are pleased to announce the 28th Ordinary General Meeting of Shareholders of LIFULL Co., Ltd. (the“Company”), which will be held as described below.
This meeting will be a general meeting of shareholders without a fixed location ( “virtual-only general
meeting of shareholders”) pursuant to the provisions of the Company’s Articles of Incorporation. We ask thatyou please review the document “Information on Virtual-Only General Meeting of Shareholders andBusiness Strategy Presentation” described on pages 3 through 6 of the Japanese notice for details on thenecessary procedures and set-up, etc. for attendance. If you are not able to attend on the day of the meeting,or even if you are able to do so but want to avoid the inability to vote due to connection or system failures,etc., you may exercise your voting rights in advance either in writing or via the internet. We ask that you
please review the attached Reference Documents for the General Meeting of Shareholders before placing
your votes.
If you wish to vote in writing:
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it bypost to reach us no later than 5 p.m. on Wednesday, December 21, 2022 (Japan Standard Time).
If you wish to vote online:
Please access the voting website designated by the Company (https://www.web54.net) and log in with thevoting code and password on the enclosed voting form. Follow the on-screen instructions to indicate yourapproval or disapproval of the proposals by no later than 5 p.m. on Wednesday, December 21, 2022 (Japan
Standard Time).
We ask that you please check “Information on Exercising Voting Rights” described on pages 7 and 8 of theJapanese notice when you vote online.

-1-1. Date and Time: Thursday, December 22, 2022 at 10 a.m. (Japan Standard Time)* If this meeting and Business Strategy Presentation cannot be held on the above date and time due tocommunication failures, etc., they will be postponed to Friday, December 23, 2022 at 10 a.m. (Japan
Standard Time).

2. Venue:This will be a virtual-only general meeting of shareholders. We ask that you please check “Information on
Virtual-Only General Meeting of Shareholders and Business Strategy Presentation” described on pages 3
through 6 of the Japanese notice.
* Since the meeting will be held only online, no venue will be set up for shareholders to attend in person.
3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 28th Term (from October 1, 2021
to September 30, 2022), as well as the results of an audit of the Consolidated Financial Statements
by the Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 28th Term (from October 1, 2021 to September 30,
2022)

Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Partial amendments to the Articles of Incorporation

Proposal 3:

Election of eight (8) Directors

Proposal 4:

Election of one (1) Audit & Supervisory Board Member

4. Information on Exercising Voting Rights:
Please refer to pages 7 and 8 of the Japanese notice, “Information on Exercising Voting Rights.”
5. Decisions on the convocation of the meeting:(1) Method of communication for information on the proceedings of this meeting shall be via the internet.
(2) At the beginning of this meeting, a resolution will be made to allow the chairperson to decide thepostponement or resumption of this meeting in case a serious difficulty arises in its proceedings due
to communication system failures, etc. Any decision of the chairperson concerning the postponement
or resumption based on such resolution will be informed promptly to shareholders via the Company’s
Investor Relations website (https://ir.lifull.com/) together with the date and time of the postponed orresumed meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

While we focus on investments in future growth to consistently increase profits through actively developing
our businesses as well as internal reserves to enhance and strengthen our financial structure, we consider
returning profits to our shareholders to be one of our most important management policies.
In regard to dividends, our basic policy is to pay dividends flexibly according to our performance in eachfiscal year. However, if profit attributable to owners of the parent fluctuates significantly due to extraordinary
factors, we may consider that impact when determining the dividend amount.
The Company aims for a dividend payout ratio of 25% of profit attributable to owners of the parent in regard
to year-end dividends for the fiscal year under review.
We calculate the dividend per share based on the number of the outstanding shares of the Company (excluding
treasury shares) as of the last day of the fiscal year under review. In addition, we round off to the second
decimal place to even more accurately calculate the dividend payout ratio of 25%.
Year-end dividends
In light of the business results for the fiscal year under review and based on the policy above, the Company
proposes to pay a year-end dividend for the fiscal year as follows:
Type of dividend property
Cash
Allotment of dividend property and aggregate ¥2.25 per common share of the Company
amountTotal dividends: ¥296,508,600
Effective date of dividends of surplus
December 23, 2022

-3-

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for the proposal(1) Changes concerning introduction of measures for electronic provision of Reference Documents for
the General Meeting of Shareholders, etc.
The revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) were enforced on September 1, 2022.
The Company proposes to make the following changes to its Articles of Incorporation with theintroduction of a system for providing informational materials for the General Meeting of Shareholders
in electronic format.
(i) The Company will newly establish Article 15 (Measures for electronic provision of Reference
Documents for the General Meeting of Shareholders, etc.) paragraph 1 of the proposed
amendment, as the Company is obliged to stipulate in its Articles of Incorporation that
information that constitutes the contents of the Reference Documents for the General Meeting of
Shareholders, etc. will be provided electronically.
(ii) The Company will newly establish Article 15 (Measures for electronic provision of Reference
Documents for the General Meeting of Shareholders, etc.) paragraph 2 of the proposed
amendment, so that the Company will be able to limit the scope of the items to be stated in paperbased documents delivered to shareholders who request the delivery of paper-based documents,
among the items of information that constitutes the content of Reference Documents for the
General Meeting of Shareholders, etc. to be provided in electronic format, to the scope stipulatedby the regulations of the Ministry of Justice.
(iii) The Company will delete the provision of Article 15 (Internet disclosure and deemed provisionof Reference Documents for the General Meeting of Shareholders, etc.) of the current Articles ofIncorporation, as it will no longer be required once a system for providing informational materials
for the general meeting of shareholders in electronic format is introduced.
(iv) The Company will newly establish supplementary provisions regarding the effectiveness of theabove mentioned provision to be deleted. The supplementary provisions shall be deleted after the
expiration date.
(2) Increase in the upper limit to the number of Directors
The Company will change the upper limit to the number of Directors specified in Article 19 (Number
of Directors) of the current Articles of Incorporation from seven persons to eight, increasing thenumber by one, to further strengthen the management system and respond with speed to changes inthe business environment.
2. Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendments(Internet disclosure and deemed provision of Reference
Documents for the General Meeting of Shareholders, etc.)
Article 15.
Upon convening a general meeting of shareholders, theCompany may deem that the information on items required
to be stated or presented in the Reference Documents for the
General Meeting of Shareholders, business reports, nonconsolidated financial statements and consolidated financial
statements has been provided to the shareholders when suchinformation is disclosed through a method that uses theinternet pursuant to the Ministry of Justice Order.

(Deleted)-4-Current Articles of Incorporation

Proposed amendments(Newly established)(Measures for electronic provision of Reference Documents
for the General Meeting of Shareholders, etc.)
Article 15.
1. Upon convening a general meeting of shareholders, theCompany shall take measures to electronically provide
information that constitutes the contents of the Reference
Documents for the General Meeting of Shareholders, etc.
2. Among items to be provided electronically, the Company
may exclude all or some of the items stipulated in the
Ministry of Justice Order in the documents delivered toshareholders who have requested paper-based documents.

(Number of Directors)
Article 19.
Directors of the Company shall be no more than seven in
number.
(Newly established)(Number of Directors)
Article 19.
Directors of the Company shall be no more than eight innumber.
(Supplementary provisions)
Article 1.
1. The following provisions shall remain in effect until thedate of the last general meeting of shareholders held
within six months from September 1, 2022.
Upon convening a general meeting of shareholders, theCompany may deem that the information on items
required to be stated or presented in the Reference
Documents for the General Meeting of Shareholders,business reports, non-consolidated financial statements
and consolidated financial statements has been provided
to the shareholders when such information is disclosed
through a method that uses the internet pursuant to the
Ministry of Justice Order.
2. These supplementary provisions shall be deleted on thedate stipulated in the preceding paragraph.

-5-

Proposal 3:

Election of eight (8) Directors

At the conclusion of this meeting, the terms of office of all seven (7) Directors shall expire. Therefore, theCompany proposes the election of eight (8) Directors, increasing the number of Directors by one (1), tofurther strengthen the management structure and respond promptly to changes in the business environment,
subject to the approval of Proposal 2, “Partial amendments to the Articles of Incorporation,” as originallyproposed.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibilities in the Company

Candidate attributes

1

INOUE Takashi

Representative Director, President andManaging Officer

Re-election

2

ITO Yuji

Director, Managing Officer and General
Manager of LIFULL HOME'S Business
Department

Re-election

3

YAMADA Takashi

Director, Managing Officer, Head of AI
Strategy Office
Head of LIFULL HOME'S Business
Department Product Planning #2 Division
Head of LIFULL HOME'S Business
Department, Management OfficeRe-election

4

KOBAYASHI Masatada

Outside Director

Re-election
Candidate for Outside Director

5

NAKAO Ryuichiro

Outside Director

Re-election
Independent Officer
Candidate for Outside Director

6

OKUBO Kazutaka

Outside Director

Re-election
Independent Officer
Candidate for Outside Director

7

KIMURA Naonori–

New Election
Independent Officer
Candidate for Outside Director

8

SHIMIZU Tetsuro–

New Election
Independent Officer
Candidate for Outside Director-6-Candidate
No.

Name
(Date of birth)

INOUE Takashi(November 23, 1968)
Re-election
1

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1991

Joined Recruit Cosmos Co., Ltd. (currently
Cosmos Initia Co., Ltd.)

Apr. 1992

Transferred to Recruit Co., Ltd. (currently
Recruit Holdings Co., Ltd.)

Jul. 1995

Founded Next Home Co.

Mar. 1997

Established the Company, Representative
Director

Mar. 2014

Representative Director of Next Wisdom
Foundation (current position)

Oct. 2018

Representative Director, President andManaging Officer (current position)

Jun. 2019

Representative Director of PEACE DAY(current position)

Oct. 2021

Representative Director of Nasucon Valley
Council (current position)

Number ofshares of theCompany owned

27,941,000
shares(Significant concurrent positions outside the Company)
Representative Director of Next Wisdom Foundation
Representative Director of PEACE DAY
Representative Director of Nasucon Valley Council
Reasons for nomination as candidate for Director
INOUE Takashi is the founder of the Company and has served as CEO since founding the Company. He plays
an important role in the growth of the Group by demonstrating strong leadership in determining andimplementing management policies and business strategies with his extensive experience and knowledge ofthe real estate industry and internet-based services. The Company proposes his election as Director, because
we judge that we can expect him to continue contributing to sustainable improvement in the corporate valueof the Company in the future.

ITO Yuji(November 19, 1982)

Apr. 2006

Joined the Company

Apr. 2015

Managing Officer and Head of HOME’S
Business Department, Rental and Sale
DivisionsApr. 2016

Managing Officer and Head of HOME'S
Business Department, New UX Development
Division

Apr. 2018

Managing Officer, Deputy General Manager
of LIFULL HOME'S Business Department
and Head of New UX Development Division

Oct. 2018

Managing Officer, Deputy General Manager
of LIFULL HOME'S Department and Headof Sale and New UX Development Divisions

Oct. 2019

Managing Officer and General Manager of
LIFULL HOME’S Department (current
position)

Re-election
2

13,500 shares

Reasons for nomination as candidate for Director
ITO Yuji has been involved in various markets, such as those of the Rental and Sale divisions, since he joined
the Company in April 2006. Currently, he oversees the LIFULL HOME'S Business Department, the corebusiness of the Company. The Company proposes his election as Director, because we judge that we can
expect him to continue contributing to sustainable improvement in the corporate value of the Company in the
future.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1992

Joined Bab-Hitachi Business Corporation(currently Hitachi Information Engineering
Ltd.)

Jan. 1996

Joined Eto Soft Office Ltd.

Mar. 2000

Joined the Company

Apr. 2010

Managing Officer, Deputy General Manager
of HOME'S Business Department and Headof Product Development Division

Apr. 2014

Managing Officer and General Manager of
HOME'S Business Department

Jun. 2014

Director, Managing Officer and General
Manager of HOME'S Business Department

Apr. 2017

Director, Managing Officer, General
Manager of LIFULL HOME'S Business and
LIFULL Technology Platform Departments
Authorized Representative of Vietnam
Creative Consulting Co., Ltd. (currently
LIFULL TECH VIETNAM COMPANY
LIMITED) (current position)

Oct. 2018

Director, Managing Officer, General
Manager of LIFULL Technology Platform
Department and Head of AI Strategy Office

Oct. 2019

Director, Managing Officer, Head of LIFULL
HOME'S Department Product Management
Office and AI Strategy Office

Oct. 2020

Director, Managing Officer, Head of AI
Strategy Office and Head of LIFULL
HOME'S Department Product Planning #2
Division

Oct. 2021

Director, Managing Officer, Head of AI
Strategy Office, Head of LIFULL HOME'S
Department Product Planning #2 Division
and General manager and Head of LIFULL
HOME'S Department Management Office(current position)

YAMADA Takashi(October 16, 1973)
Re-election
3

Number ofshares of theCompany owned

163,200 shares(Significant concurrent positions outside the Company)
Authorized Representative of LIFULL TECH VIETNAMCOMPANY LIMITED
Reasons for nomination as candidate for Director
YAMADA Takashi has been involved in the development of the Company’s in-house services as a systemengineer since he joined the Company in March 2000. Currently, he oversees the AI Strategy Office andProduct Planning #2 Division of the LIFULL HOME'S Business Department, two major divisions of theCompany. The Company proposes his election as Director, because we judge that we can expect him tocontinue contributing to sustainable improvement in the corporate value of the Company in the future.

-8-

Candidate
No.

Name
(Date of birth)

KOBAYASHI Masatada(June 8, 1971)
Re-election
Outside4

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1994

Joined Dai Nippon Printing Co., Ltd.

Apr. 1997

Joined MDM, Inc. (currently Rakuten Group,
Inc.)

Apr. 2006

Managing Executive Officer (current
position)

May 2016

Chairman of Taiwan Rakuten Ichiba, Inc.
(current position)

Dec. 2019

Outside Director of the Company (current
position)

Number ofshares of theCompany owned– shares(Significant concurrent positions outside the Company)
Managing Executive Officer of Rakuten Group, Inc.
Reasons for nomination as candidate for Outside Director
KOBAYASHI Masatada has worked at Rakuten Group, Inc. for many years since its foundation, serving in a
succession of posts such as executive and director at the firm and its affiliates. The Company proposes hiselection as Outside Director, because we would like to make maximum use of his advice andrecommendations based on his abundant insight as a company manager to achieve our management
strategies.

NAKAO Ryuichiro(May 15, 1964)
Re-election
OutsideIndependent5

Apr. 1989

Joined Recruit Co., Ltd. (currently Recruit
Holdings Co., Ltd.)

Apr. 2006

Company Partner of Corporate Strategy
OfficeApr. 2007

Corporate Executive Officer of Recruit
Sumai Company

Apr. 2013

President and Representative Director of
Recruit Technologies Co., Ltd. (currently
Recruit Co., Ltd.)

Apr. 2017

Vice President of Recruit Works Institute,
Recruit Holdings Co., Ltd.

Jun. 2017

Outside Director of TABIKOBO Co., Ltd.
(current position)

Jan. 2019

CEO & Founder of Nakao Management
Institute Inc. (current position)

Dec. 2019

Outside Director of the Company (current
position)Jul. 2022

Outside Director of ZUU Co., Ltd. (current
position)– shares(Significant concurrent positions outside the Company)
Outside Director of TABIKOBO Co., Ltd.
CEO & Founder of Nakao Management Institute Inc.
Outside Director of ZUU Co., Ltd.
Reasons for nomination as candidate for Outside Director
NAKAO Ryuichiro worked at Recruit Holdings Co., Ltd. and its affiliates serving in a succession of posts
such as executive and representative director, so he has expertise and experience in a wide variety of areas
including business development, marketing, organizational invigoration and KPI management, in addition to
being familiar with the housing and technology sectors. The Company proposes his election as Outside
Director, because we would like to make maximum use of his advice and recommendations based on his
abundant insight to achieve our management strategies.

-9-Candidate
No.

Name
(Date of birth)

OKUBO Kazutaka(March 22, 1973)
Re-election
OutsideIndependent

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Nov. 1995

Joined Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)

Apr. 1999

Registered as certified public accountant

Oct. 2003

Director of ShinNihon Integrity Assurance
Inc. (currently Ernst & Young Sustainability
Co., Ltd.)

Feb. 2005

Managing Director

Jun. 2006

Partner of Ernst & Young ShinNihon LLC

Jul. 2012

Senior Partner

Feb. 2016

Senior Managing Director and General
Manager of ERM Department

Jun. 2019

President and Representative Director of
Okubo Associates Inc. (current position)
Outside Audit & Supervisory Board Memberof SEGA SAMMY HOLDINGS INC.
(current position)
Outside Director of Sun Frontier FudousanCo., Ltd. (current position)

Aug. 2019

Project Professor of Graduate School ofMedia and Governance of Keio University(current position)

Sept. 2019

Outside Audit & Supervisory Board Memberof BrainPad Inc. (current position)

Dec. 2019

Outside Director of the Company (current
position)

Feb. 2020

Outside Director of SALA Corporation(current position)

Jun. 2020

Outside Director of The Shoko Chukin Bank,
Ltd. (current position)

Jun. 2020

Outside Director of Musashi Seimitsu
Industry Co., Ltd. (current position)

Nov. 2020

Representative Director and President of SS
Dnaform Co., Ltd. (current position)

6

Number ofshares of theCompany owned

7,400 shares(Significant concurrent positions outside the Company)
President and Representative Director of Okubo Associates
Inc.
Outside Audit & Supervisory Board Member of SEGASAMMY HOLDINGS INC.
Outside Director of Sun Frontier Fudousan Co., Ltd.
Outside Audit & Supervisory Board Member of BrainPad
Inc.
Outside Director of SALA Corporation
Outside Director of The Shoko Chukin Bank, Ltd.
Outside Director of Musashi Seimitsu Industry Co., Ltd.
Representative Director and President of SS Dnaform Co.,Ltd.
Reasons for nomination as candidate for Outside Director
OKUBO Kazutaka is not only familiar with governance and finance with his auditing experience as acertified public accountant at a major auditing firm, but also has abundant expertise and experience in thefields of compliance and CSR, having served in succession as an expert committee member at various
government offices and as secretary of business circles. The Company proposes his election as Outside
Director, because we would like to make maximum use of his advice and recommendations based on his
abundant insight to achieve our management strategies.

- 10 -

Candidate
No.

Name
(Date of birth)

KIMURA Naonori(July 8, 1968)

7

New election
OutsideIndependent

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Dec. 1988

Founded a venture company

Jun. 1998

Solution specialist at NCR Japan, Ltd.

Sept. 2001

Consultant at Towers Perrin Tokyo OfficeJan. 2004

Manager of Arthur D. Little Japan-Tokyo

Nov. 2007

Director of Industrial Growth Platform, Inc.

Jan. 2012

Partner and Managing Director (current
position)

Apr. 2013

Professor at Graduate School of Managementof GLOBIS University (current position)

Dec. 2016

Executive Officer of IGPI (Shanghai) Ltd.

Jun. 2017

Outside Director of Sanden Holdings
Corporation
Outside Director of Molten Corporation(current position)

Jan. 2019

Chairman and President of IGPI (Shanghai)Ltd. (current position)

Jun. 2021

Outside Director of Relia, Inc. (current
position)Aug. 2022

Adjunct Professor of Graduate School of
Leadership and Innovation of Shinzenkan
University (current position)

Number ofshares of theCompany owned– shares(Significant concurrent positions outside the Company)
Partner and Managing Director of Industrial Growth
Platform, Inc.
Outside Director of Relia, Inc.
Reasons for nomination as candidate for Outside Director
KIMURA Naonori has been involved in the fields of management reform and business strategies for many
years, serving in a succession of posts as an executive for domestic and overseas businesses. Therefore, we
believe he has extensive knowledge and experience in overall corporate management. The Company proposes
his election as Outside Director, because we would like to make maximum use of his advice andrecommendations based on his abundant insight to achieve our management strategies.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1990

Joined The Long-Term Credit Bank of Japan,
Limited (currently Shinsei Bank, Limited)

Dec. 2001

Joined IY Bank Co., Ltd. (currently Seven
Bank, Ltd.)

Feb. 2006

Joined Rakuten, Inc. (currently Rakuten
Group, Inc.)

Dec. 2009

Seconded to bitWallet Inc. (currently
Rakuten Edy Inc.)

Mar. 2012

Joined Shinsei Bank, Limited, General
Manager of Retail Business Division

May 2015

Executive Officer and Head of Retail
Banking Sub-Group of Individual Group

Apr. 2016

Managing Executive Officer, Head of
Individual Business and in charge of Group
Business Strategy (Secondary)May 2019

Chairman of the Board of Financial Japan
Co., Ltd.

Jun. 2019

Representative Director, President and CEOof APLUS FINANCIAL Co., Ltd.
Representative Director and President,
President and Executive Officer and CEO of
APLUS CO., Ltd.
Representative Director, President and CEOof APLUS Personal Loan Co., Ltd.

SHIMIZU Tetsuro(October 11, 1967)8

New election
OutsideIndependent
Apr. 2021

Chief Officer, Head of Individual Business
Unit, Senior Officer of Group Corporate
Planning and Finance and in charge ofsustainability planning of Group Corporate
Planning Division of Shinsei Bank, Limited

Jul. 2021

Representative Director, President and CEOof Shinsei Financial Co., Ltd.

Jul. 2021

Outside Director of Kotora Co., Ltd. (current
position)

Apr. 2022

Group Chief Sustainability Officer of Shinsei
Bank, Limited

Aug. 2022

Representative Partner of T2PLUS G.K.
(current position)

Sept. 2022

Senior Executive Director of Strategic
Planning Office of Monex Group, Inc.
(current position)

Number ofshares of theCompany owned

1,000 shares(Significant concurrent positions outside the Company)
Senior Executive Director of Monex Group, Inc.
Reasons for nomination as candidate for Outside Director
SHIMIZU Tetsuro has experience working in the financial industry for many years, serving in a succession of
posts as director in the same industry. The Company proposes his election as Outside Director, because wewould like to make maximum use of his advice and recommendations based on his wealth of financial
knowledge and insight cultivated throughout his career to achieve our management strategies.
Notes:

1. The candidates for Director have the following relationships of special interest in the Company:
KOBAYASHI Masatada is a Managing Executive Officer of Rakuten Group, Inc. which owns 23,797,100 sharesof the Company (18.06% of all issued shares of the Company, excluding treasury shares). The Company has abusiness relationship mainly concerning orders for advertising and publicity with this firm and firms in its group.
2. There is no special interest between any other candidates for Director and the Company.
3. KOBAYASHI Masatada, NAKAO Ryuichiro, OKUBO Kazutaka, KIMURA Naonori and SHIMIZU Tetsuro are
candidates for Outside Director.
4. KOBAYASHI Masatada, NAKAO Ryuichiro and OKUBO Kazutaka are currently Outside Directors of theCompany, and their terms of office as Outside Directors at the conclusion of this meeting will have been three
years.

- 12 -

5. The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointment of
NAKAO Ryuichiro and OKUBO Kazutaka as independent officers as provided for by the aforementioned
exchange and the Company plans to continue to appoint them as independent officers if their re-election isapproved. Furthermore, KIMURA Naonori and SHIMIZU Tetsuro satisfy the requirements for an independent
officer as provided for by Tokyo Stock Exchange, Inc., and the Company plans to appoint them as independent
officers if their election is approved.
6. The Company’s Articles of Incorporation stipulate that the Company may enter into a limited liability agreement
which limits liability for damages prescribed in Article 423, paragraph 1 of the Companies Act, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act, and the Company has entered into limited liability
agreements with KOBAYASHI Masatada, NAKAO Ryuichiro and OKUBO Kazutaka. Pursuant to this agreement,
the defined maximum amount of liability for damages, if they have acted in good faith and without grossnegligence in performing their duties, is the minimum liability amount provided for under Article 425, paragraph
1 of the Companies Act. If their re-election is approved, the Company plans to continue said limited liability
agreements with them. If the election of KIMURA Naonori and SHIMIZU Tetsuro is approved, the Company alsoplans to enter into limited liability agreements with the same content with both.
7. The Company has entered into a liability insurance contract for directors and officers as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company. The contract will compensate for losses
such as the damages and legal costs, etc. incurred by the insured, including officers of the Company. If the electionof the candidates is approved, every such candidate will be included as the insured of the said insurance contract.
In addition, the said insurance contract will be renewed under the same terms and conditions upon its subsequent
renewal.

- 13 -

Proposal 4:

Election of one (1) Audit & Supervisory Board Member

At the conclusion of this Ordinary General Meeting of Shareholders, Audit & Supervisory Board Member
HANAI Takeshi will resign. Therefore, the Company proposes the election of one (1) Audit & Supervisory
Board Member. The consent of the Audit & Supervisory Board has been obtained for the submission of this
proposal. The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1984

Joined The Dai-Ichi Kangyo Bank, Limited (currently
Mizuho Bank, Ltd.)May 2004

Deputy General Manager of Business Solution
Department of Mizuho Bank, Ltd.

Jan. 2009

General Manager of Takadanobaba Branch

Jun. 2011

General Manager of Marunouchi-Chuo Corporate
Department

NISHIGAKI Atsushi(September 30, 1961)

Jan. 2013

Adviser of Shibuya-Chuo Division No.2

Aug. 2013

New election
OutsideIndependent

Director and General Manager of Planning Division of
OHBA Co., Ltd.

Jun. 2016

Managing Director, CFO and General Manager ofPlanning Division

Aug. 2020

Managing Director and in charge of internal control

Aug. 2022

Outside Director of Japan Urban Planning Co., Ltd.
(current position)

Number ofshares of theCompany owned– shares

Outside Director of Kinki Toshi-Seibi Co., Ltd. (current
position)
Oct. 2022

Adviser in charge of corporate planning at Tokyo Urban
Planning Development Corporation (current position)

Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
NISHIGAKI Atsushi has many years of experience working in the financial industry, serving in a succession of posts as
executive and director at construction consulting companies. The Company proposes his election as Outside Audit &Supervisory Board Member to make use of his wealth of financial knowledge and insight cultivated throughout his careerin its management oversight and auditing.
Notes:

1. There is no special interest between NISHIGAKI Atsushi and the Company.
2. NISHIGAKI Atsushi is a candidate for Outside Audit & Supervisory Board Member.
3. NISHIGAKI Atsushi satisfies the requirements for an independent officer as provided for by Tokyo Stock
Exchange, Inc., and the Company plans to appoint him as an independent officer if the election is approved.
4. The Company’s Articles of Incorporation stipulate that the Company may enter into a limited liability agreement
which limits liability for damages prescribed in Article 423, paragraph 1 of the Companies Act, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act. Pursuant to this agreement, the defined maximum
amount of liability for damages, if the relevant person has acted in good faith and without gross negligence inperforming their duties, is the minimum liability amount provided for under Article 425, paragraph 1 of theCompanies Act. If the election of NISHIGAKI Atsushi is approved, the Company plans to enter into the said
limited liability agreement with him.
5. The Company has entered into a liability insurance contract for directors and officers as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company. The contract will compensate for losses
such as the damages and legal costs, etc. incurred by the insured, including officers of the Company. If the electionof NISHIGAKI Atsushi is approved, he will be included as the insured of the said insurance contract. In addition,
the said insurance contract will be renewed under the same terms and conditions upon its subsequent renewal.

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[Reference] Skill Matrix if Proposal 3 and Proposal 4 are approved
The skills and experience of the Company’s Directors and Audit & Supervisory Board Members are as
follows:
Name

INOUE Takashi

ITO Yuji
YAMADA
Takashi

Skills and experience

Position intheCompany

Practice ofManagement
corporate
experiencephilosophy*

Representative
Director,
President andManaging
Officer
Director,
Managing
Officer
Director,
Managing
Officer

●

●

●

●

●

●

Global●Sustainability Real estate

●

●

●

NAKAO
Ryuichiro

OutsideDirector

●

●

●

OKUBO
Kazutaka

OutsideDirector●●●

KIMURA
Naonori

OutsideDirector●●

SHIMIZU
TetsuroOutsideDirector

●

●

●

●

*Corporate philosophy

●

●

●

●

●

●
●

●
●

●

●
●

●

●

●
●

M&A

●

OutsideDirector

Outside Audit& Supervisory
Board Member(Full-time)
Outside Audit
NAKAMORI& Supervisory
MakikoBoard Member
Outside Audit
MATSUSHIMA& Supervisory
Kie
Board Member
Outside Audit
NISHIGAKI& Supervisory
Atsushi
Board Member

●

Legal
Accounting/Technology affairs/Risk
Financemanagement●

KOBAYASHI
Masatada

SHISHIDO
KiyoshiFinancialsector

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

Credo: Altruism
Management philosophy:

●

●
●

●

●

Create a society where everyone can attain “comfort” and “happiness”
through continuous social innovations(Note) The above list does not include all expertise and experience of the respective candidates for Directors, Audit &Supervisory Board Members and candidate for Outside Audit & Supervisory Board Members.

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