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
Date issued: December 5, 2023
Start date of measures for electronic provision: November 28, 2023
To our shareholders:
INOUE Takashi
Representative Director
LIFULL Co., Ltd.
1-4-4 Kojimachi, Chiyoda-ku, TokyoNOTICE OF THE 29TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
We are pleased to announce the 29th Ordinary General Meeting of Shareholders of LIFULL Co., Ltd. (the“Company”), which will be held as described below.
As in the previous year, 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 ofIncorporation. We ask that you please review the document “Information on Virtual-Only General Meetingof Shareholders” described on pages 4 through 7 of the Japanese notice for details on the necessary
procedures and set-up, etc. for attendance.
When convening this general meeting of shareholders, the Company takes measures for providing theinformation that constitutes the content of reference documents for the shareholders meeting, etc. inelectronic format (Electronic Provision Measure Matters). This information is provided on theCompany’s Investor Relations website, so please access the following website for confirmation.
Company’s Investor Relations website:

https://ir.lifull.com/ir/ir-data/meeting/ (in Japanese)

In addition to the Company’s website, the Electronic Provision Measures Matters are also posted on
the following website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website using the internet address shown above, enter “LIFULL” in “Issue name(company name)” or the Company’s securities code “2120” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under“Documents for public inspection/PR information,” click “Click here for access” under “[Notice ofGeneral Shareholders Meeting / Informational Materials for a General Shareholders Meeting].”)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 theinability to vote due to connection or system failures, etc., you may exercise your voting rights in advanceeither in writing or via the internet. We ask that you please review the attached Reference Documents for theGeneral Meeting of Shareholders before placing your votes.

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If you wish to vote in writing:
Please indicate your approval or disapproval of the proposals on the voting form and return it by post to reachus no later than 5 p.m. on Wednesday, December 20, 2023 (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 voting form. Follow the on-screen instructions to indicate your approval ordisapproval of the proposals by no later than 5 p.m. on Wednesday, December 20, 2023 (Japan StandardTime).
We ask that you please check “Information on Exercising Voting Rights” described on pages 8 to 9 of theJapanese notice when you vote online.

-2-1. Date and Time: Thursday, December 21, 2023 at 10 a.m. (Japan Standard Time)* If this meeting cannot be held on the above date and time due to communication failures, etc., it will be
postponed to Friday, December 22, 2023 at 10 a.m. (Japan Standard Time).
2. Event Format:
This will be a virtual-only general meeting of shareholders. We ask that you please check “Information on
Virtual-Only General Meeting of Shareholders” described on pages 4 through 7 of the Japanese notice.
* Since the meeting will be held only online, there will be no venue for shareholders to attend in person.
3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 29th Term (from October 1, 2022
to September 30, 2023), 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 29th Term (from October 1, 2022 to September 30,2023)

Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Partial amendments to the Articles of Incorporation

Proposal 3:

Election of one (1) Director

Proposal 4:

Election of one (1) Audit & Supervisory Board Member

4. Information on Exercising Voting Rights:
Please refer to pages 8 to 9 of the Japanese notice, “Information on Exercising Voting Rights.”
5. Decisions on the convocation of the meeting:(1) Information on the proceedings of this meeting shall be communicated 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 dueto 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’sInvestor Relations website (https://ir.lifull.com/) together with the date and time of the postponed orresumed meeting.

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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. Additionally, tax benefits due to the reversals of losses
carried forward from the reorganization of overseas subsidiaries conducted in 2021 have been added to theamount of dividends to be distributed because the tax benefits do not involve cash outflows. Although there
were increased costs due to the additional earn-out from revisions of the mid-term business plan for FazWaz,
which has been included in the scope of consolidation since January 2023, the nature of the increase is thesame as that of a share acquisition. Therefore, an amount equivalent to the cost increase was added to theamount used for the calculation of dividends.
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 thesecond 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
Allotment of dividend property and aggregate
amountEffective date of dividends of surplus

Cash¥4.26 per common share of the Company
Total dividends: ¥545,257,836
December 22, 2023

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Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for the proposal(1) In order to prepare for the development of and provide more clarity on the Company’s various
businesses going forward, the Company proposes the addition and deletion of certain businesspurposes to Article 2 (Purpose) of the current Articles of Incorporation.
(2) The upper limit to the number of Directors specified in Article 19 (Number of Directors) of the current
Articles of Incorporation will change from eight persons to nine, increasing the number by one, tofurther strengthen the management system and respond with speed to changes in the businessenvironment.
2. Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendments(Purpose)
Article 2. (Omitted)(1)-(7)(Omitted)(8) Money lending business(9) Loan administration agency(10) Buying and selling of secondhand goods(11) Foreign exchange transactions(12) Auction business(13) Sales of and sales agency for goods and services(14) Import and export of goods and services, andimport/export agency(15) Bank agency services(16) Investment business(17) Consulting business(18) Travel agency business(19) Operation of restaurants and cafes(20) Sports business(Newly established)(21) Any other legitimate business(22) All operations incidental to the above items(Purpose)
Article 2. (Unchanged)(1)-(7)(Unchanged)(Deleted)(8) Loan administration agency(9) Buying and selling of secondhand goods(10) Foreign exchange transactions(11) Auction business(12) Sales of and sales agency for goods and services(13) Import and export of goods and services, andimport/export agency(Deleted)(14) Investment business(15) Consulting business(16) Travel agency business(17) Operation of restaurants and cafes(18) Sports business(19) Intermediary business for financial services(20) Any other legitimate business(21) All operations incidental to the above items(Number of Directors)
Article 19.
Directors of the Company shall be no more than eight innumber.

(Number of Directors)
Article 19.
Directors of the Company shall be no more than nine innumber.

-5-Proposal 3:

Election of one (1) Director

The Company proposes the election of one (1) Director, 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. SHISHIDO Kiyoshi currently serves as an Outside Audit & Supervisory Board Member of theCompany (full-time), and at the conclusion of this annual meeting of shareholders, he will resign from hisposition as an Audit & Supervisory Board Member.
The candidate for Director is as follows:
Name(Date of birth)

SHISHIDO Kiyoshi(December 24, 1956)
New election

Career summary, and position and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1980

Joined Mitsubishi Corporation

Jan. 1998

General Manager of Motor Vehicle Dept. of Mitsubishi
International Steel Inc. (U.S.)

Mar. 2006

Chief Executive Officer of Vitamin C60 BioResearch
Corporation

May 2007

Specially Appointed Professor of Tokyo Institute ofTechnology

Aug. 2007

General Manager of Technology & Business
Development Dept. of Mitsubishi Corporation

Jan. 2011

Member of the Board and Executive Officer in charge ofStrategy Planning of Trility Pty Ltd (Australia)

Apr. 2016

General Manager in charge of audits of Global
Environmental & Infrastructure Business Group ofMitsubishi CorporationJun. 2016

Outside Audit & Supervisory Board Member of theCompany (full-time) (current position)

Number ofshares of theCompany owned

15,100 shares

Reasons for nomination as candidate for Director
SHISHIDO Kiyoshi has held positions as an executive director and representative director of the Mitsubishi Corporationand its affiliated companies, has abundant experience as a corporate manager and is familiar with global business. He hasalso served as an Outside Audit & Supervisory Board Member of the Company (full-time) since June 2016 and isfamiliar with the Company’s businesses. He has given proper advice to managers from his practical perspective and has
been overseeing the execution of business. The Company proposes his election as Director, because we would like tomake maximum use of his advice and recommendations based on his abundant insight related to global business andgovernance to achieve our management strategies.
Notes:

1. There is no special interest between SHISHIDO Kiyoshi and the Company.
2. The Company has entered into a limited liability agreement which limits liability for damages prescribed in Article
423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the Companies
Act with SHISHIDO Kiyoshi. 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 in performing their duties, is theminimum liability amount provided for under Article 425, paragraph 1 of the Companies Act. If the election ofSHISHIDO Kiyoshi is approved, he will assume the office of Executive Director, and the said limited liability
agreement will be terminated at the conclusion of this annual meeting of shareholders.
3. 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 SHISHIDO Kiyoshi is approved, he will be insured under the said insurance contract. In addition, the said
insurance contract will be renewed under the same terms and conditions upon its subsequent renewal.

-6-Proposal 4:

Election of one (1) Audit & Supervisory Board Member

At the conclusion of this meeting, Audit & Supervisory Board Member SHISHIDO Kiyoshi 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)

OHSUMI Shoko(August 8, 1972)
New election

Career summary and position in the Company(Significant concurrent positions outside the Company)
Aug. 1996

Joined Igawa Audit Corporation

Sept. 1997

Joined Pasona Inc.

Sept. 2008

Joined the Company

Apr. 2009

General Manager of Administration Division andFinancial Department

Apr. 2014

Head of the Internal Audit Office

Apr. 2018

General Manager of Internal Control

Dec. 2019

General Manager of Internal Control and Head of theInternal Audit Office (current position)

Number ofshares of theCompany owned– shares

Reasons for nomination as candidate for Audit & Supervisory Board MemberSince joining the Company in September 2008, OHSUMI Shoko has served as a person in charge of the Financial
Department, and has supervised the Internal Audit Office and Internal Control Department. She, therefore, has extensive
knowledge related to finance, accounting, and governance. The Company proposes her election as an Audit &Supervisory Board Member to make use of her expertise and experience to improve Company audits.
Notes:

1. There is no special interest between OHSUMI Shoko and the Company.
2. 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 OHSUMI Shoko is approved, the Company plans to enter into the said limited
liability agreement with her.
3. 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 OHSUMI Shoko is approved, she will be insured under the said insurance contract. In addition, the said
insurance contract will be renewed under the same terms and conditions upon its subsequent renewal.
4. The name on the family register of OHSUMI Shoko is ARAI Shoko.

-7-[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 YujiPosition inthePractice ofManagement
Company
corporate
experience(scheduled) philosophy*
Representative
Director,●●
Chairperson
Representative
Director,
President,●●
Managing
Officer

Skills and experience
Global●Sustainability Real estate●Director●●

SHIMIZU
TetsuroDirector●●

YAMADA
Takashi

Director,
Managing
Officer●●KOBAYASHIMasatada

OutsideDirector●●

NAKAO
Ryuichiro

OutsideDirector●

●

●

OKUBO
Kazutaka

OutsideDirector●●●

KIMURA
Naonori

OutsideDirector●●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*Corporate philosophy

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Legal
Accounting/Technology affairs/Risk
Financemanagement

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M&A

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SHISHIDO
Kiyoshi

OHSUMI ShokoFinancialsector

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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 Directors, candidate for Director, Audit &Supervisory Board Members and candidate for Audit & Supervisory Board Member.

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