Note:

This document has been translated from 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: 4809)
December 1, 2022

To Shareholders:
2-5-1, Atago, Minato-ku, TokyoParaca Inc.
So Naito, Representative Director

NOTICE OF THE 26TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 26th Annual General Meeting of Shareholders of Paraca
Inc. (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders below
and exercise your voting rights.
[Exercising Voting Rights in Writing]
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it so that it arrives by 6 p.m. on Thursday, December 15, 2022.
[Exercising Voting Rights via the Internet]
Please refer to the “Guide to Exercising Voting Rights via the Internet” and follow the instructions
on the screen to indicate your approval or disapproval of the proposals by 6 p.m. on Thursday,
December 15, 2022.
1.
2.

Date and Time:
Place:

3.

Meeting Agenda:
Matters to be reported:

Friday, December 16, 2022 at 10 a.m.
Tokyo Midtown Conference Room 7, Midtown Tower 4F
9-7-1, Akasaka, Minato-ku, Tokyo
The Business Report and Non-consolidated Financial
Statements for the Company’s 26th Fiscal Year (October 1, 2021
to September 30, 2022)

Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Three (3) Audit & Supervisory Board Members
Proposal 4: Election of One (1) Substitute Audit & Supervisory Board MemberEnd- 1 -*Information regarding measures against COVID-19
 If you plan to attend the meeting, please take care of your health and make sure you are ingood condition on the day of the meeting.
 The business briefing session will be canceled.
 We may ask you to check your body temperature and wear a mask at the entrance of thevenue.
 To secure enough space between the seats at the venue, we may allow entry on a firstcome, first-served basis and limit the number of people entering the venue.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
and the Non-consolidated Financial Statements require revisions, the revised versions will be postedon the Company’s website (https://www.paraca.co.jp/).
Among the documents to be provided with this notice, “Company Structure and Policy” of theBusiness Report and “Non-consolidated Statement of Changes in Equity” and “Notes to Nonconsolidated Financial Statements” of the Non-consolidated Financial Statements are provided on
the Company’s website (https://www.paraca.co.jp/) in accordance with laws and regulations andArticle 12 of the Articles of Incorporation and not provided in the documents provided with thisnotice. The Non-consolidated Financial Statements provided with this notice are part of documents
audited at the time of preparation of the Accounting Audit Report by Accounting Auditors and theAudit Report by the Audit & Supervisory Board.

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and reference matters
Proposal 1: Appropriation of Surplus
The Company has set a basic policy to distribute profits to shareholders while balancing
it with reinvestment based on the capital efficiency, financial soundness, and investment
environment, in order to achieve sustainable growth and improve corporate value in themedium-to-long term. Under such policy, the Company proposes to pay the following yearend dividends as follows.
(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount
62 yen per common share of Company stock
Total amount: 635,414,564 yen(3) Effective date of dividends of surplus
December 19, 2022

- 3 -Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
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, and a system for electronic provision of materials for thegeneral meeting of shareholders was introduced. Accordingly, the Company proposes tomake the following amendments to its Articles of Incorporation.
(1) Article 12 (Measures, etc. for Electronic Provision), paragraph 1 will be newly
established in accordance with the obligation to stipulate measures for electronic
provision of information contained in the reference documents for the general
meeting of shareholders, etc. in the Articles of Incorporation.
(2) Article 12 (Measures, etc. for Electronic Provision), paragraph 2 will be newly
established to limit the scope of matters to be stated in paper documents delivered toshareholders who request their delivery, among the matters included in the reference
documents for the general meeting of shareholders, etc. to be provided electronically,to the scope stipulated by the ordinances of the Ministry of Justice.
(3) The provisions of Article 12 (Online Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.) of the current Articles ofIncorporation will no longer be required after the introduction of the system forelectronic provision of materials for the general meeting of shareholders and will bedeleted.
(4) Supplementary provisions will be provided regarding the effective date, etc. of theaforementioned deletion of provisions. These supplementary provisions will bedeleted after their expiration date.

- 4 -2.

Details of the amendments
Details of the amendments are as follows.
(Amendments are underlined)
Current Articles ofIncorporation

Proposed Amendments(Online Disclosure and Deemed Provision ofReference Documents for the General Meeting ofShareholders, etc.)
Article 12 The Company, when convening ageneral meeting of shareholders, may(Deleted)

deem that it has provided shareholders
with information that should bedescribed or presented in the reference
documents for general meetings ofshareholders, Business Report, Nonconsolidated Financial Statements,and Consolidated Financial
Statements by disclosing suchinformation through the Internet, inaccordance with ordinances of theMinistry of Justice.

- 5 -Current Articles ofIncorporation

Proposed Amendments(Measures, etc. for Electronic Provision)(Newly established)

Article 12 The Company, when convening a general
meeting of shareholders, shall provide
information contained in the reference
documents for the general meeting ofshareholders in electronic format.
2The Company shall not be required to describe
all or a part of matters to be provided
electronically which are stipulated byordinances of the Ministry of Justice, in paper
documents delivered to shareholders whorequest such delivery by the record date forexercising the voting rights.

(Newly established)(Supplementary provisions)(Transitional measures for electronic provision of materials
for the general meeting of shareholders)(Newly established)

Article 1

Article 12 (Online Disclosure and Deemed
Provision of Reference Documents for theGeneral Meeting of Shareholders, etc.) willremain effective for the general meeting ofshareholders to be held within six months from
September 1, 2022.

2The provisions of this Article will be deleted on
the day when six months have passed from
September 1, 2022 or when three months havepassed from the date of the general meeting ofshareholders described in the preceding
paragraph, whichever is later.

- 6 -Proposal 3: Election of three (3) Audit & Supervisory Board Members
The terms of office of all three (3) Audit & Supervisory Board Members will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Accordingly, theCompany proposes the election of three (3) Audit & Supervisory Board Members.
The candidates are as follows. The Company has obtained approval for this proposal fromthe Audit & Supervisory Board.
CandidateNo.

Name(Date of birth)

Career summary, significant concurrent positions,and positions at the Company
Oct. 1991

Number ofshares of theCompany
held

Joined Ota Showa Audit Corporation(present Ernst & Young ShinNihon LLC)

Mar. 1995

Registered as Certified Public Accountant

Feb. 1997

Joined Nippon Investment Finance Co.,
Ltd. (present Daiwa Corporate
Investment Co., Ltd.)[Reappointment]
Satoru Hirosawa

July 2000

Established BI Network Co., Ltd.

(July 17, 1964)June 2009

Established Hirosawa Certified Public

8,600 shares

Accountant OfficeMay 2012

1

Joined the Company; in charge of internalaudit

Dec. 2014

Full-time Audit & Supervisory Board
Member, the Company (present)(Significant concurrent positions)―(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Mr. Hirosawa currently advises the Company to ensure validity and appropriateness of decisionmaking at the Board of Directors and Audit & Supervisory Board from the professional viewpoint
as Certified Public Accountant. The Company therefore proposes his reappointment as Audit &Supervisory Board Member.

- 7 -Candidate
No.

Name(Date of birth)

Career summary, significant concurrent positions,and positions at the Company
Apr. 1989

Number ofshares of theCompany
held

Joined Ota Showa Audit Corporation(present Ernst & Young ShinNihonLLC)

Aug. 1991

Registered as Certified Public
Accountant[Reappointment]

Oct. 1993

Joined Business Brain Showa-Ota Inc.

[Outside]

Apr. 1997

Established Endo Certified Public
Accountant Office; Representative[Independent]
Shusuke Endo
(November 6, 1964)
2Feb. 2002

4,000 shares

Representative Director and President,
Elzeus Co., Ltd. (present)

June 2013Partner, Shinjyuku Audit Corporation

Dec. 2014

Audit & Supervisory Board Member,the Company (present)

Jan. 2020

Representative Director and President,Logicost Inc. (present)(Significant concurrent positions)Representative Director and President, Elzeus Co., Ltd.
Representative Director and President, Logicost Inc.
(Reasons for nomination as candidate for Outside Audit & Supervisory Board Member)
Mr. Endo currently advises the Company to ensure validity and appropriateness of decisionmaking at the Board of Directors and Audit & Supervisory Board from the professional viewpoint
as Certified Public Accountant. The Company therefore proposes his reappointment as Audit &Supervisory Board Member.

- 8 -CandidateNo.

Name(Date of birth)

Career summary, significant concurrent positions,and positions at the Company
July 1971

Joined Ministry of Transport

July 2001

Director-General, Road Transport

Number ofshares of theCompany
heldBureau, Ministry of Land,
Infrastructure, Transport and Tourism
July 2003

Vice-Minister, Ministry of Land,Infrastructure, Transport and Tourism

Aug. 2005[Reappointment][Outside][Independent]

Transport and Tourism
Oct. 2007

Full-time Adviser, All Nippon Airways
Co., Ltd. (present ANA Holdings Inc.)

June 2011

Hayao HoraRepresentative Director, Senior

1,200 shares

Executive Vice President, All Nippon(November 1, 1947)
3

Left Ministry of Land, Infrastructure,

Airways Co., Ltd. (present ANAHoldings Inc.)
Apr. 2014

Full-time Adviser, ANA Holdings Inc.

Dec. 2018

Audit & Supervisory Board Member,the Company (present)

Feb. 2020

Representative Director, President andExecutive Officer, Skymark Airlines
Inc. (present)(Significant concurrent positions)Representative Director, President and Executive Officer, Skymark Airlines Inc.
(Reasons for nomination as candidate for Outside Audit & Supervisory Board Member)
Mr. Hora has served many years at the Ministry of Land, Infrastructure, Transport and Tourism
and, after retirement, worked as executive at business companies. He possesses rich experienceand extensive insight. He currently advises the Company to ensure validity and appropriatenessof decision-making at the Board of Directors and Audit & Supervisory Board. The Company
therefore proposes his reappointment as Audit & Supervisory Board Member.
(Notes)

1. Mr. Shusuke Endo and Mr. Hayao Hora are candidates for Outside Audit & Supervisory
Board Members.
2. There is no special interest between each candidate and the Company.
3. The Company has entered into a limited liability agreement with Mr. Satoru Hirosawa, Mr.
Shusuke Endo, and Mr. Hayao Hora to limit their liabilities for damages under Article 423,
paragraph 1 of the Companies Act to the minimum liability amount specified in Article 425,
paragraph 1 of the Companies Act. If their reappointment is approved, the Company plans torenew the limited liability agreement.
4. Mr. Shusuke Endo is currently Outside Audit & Supervisory Board Member at the Company,and his term of office will be eight (8) years at the conclusion of this Annual General Meetingof Shareholders.

- 9 -5. Mr. Hayato Hora is currently Outside Audit & Supervisory Board Member at the Company,and his term of office will be four (4) years at the conclusion of this Annual General Meetingof Shareholders.
6. The Company has registered Mr. Shusuke Endo and Mr. Hayato Hora with the Tokyo Stock
Exchange as independent officers specified by the exchange.
7. The Company has entered into a directors’ and officers’ liability insurance contract pursuant
to provisions of Article 430-3, paragraph 1 of the Companies Act with an insurance company
and shall cover liabilities for damages, costs of lawsuits, etc. incurred by the insured due toclaims for damages arising from acts done by the insured, including Audit & Supervisory
Board Members of the Company, as part of their duties (excluding criminal acts, etc.) with theinsurance contract. If the candidates are appointed as Audit & Supervisory Board Members,
they will be included in the insured of the insurance contract. The Company plans to renew
the insurance contract with the same details at the next renewal.

- 10 -

Proposal 4: Election of one (1) Substitute Audit & Supervisory Board Member
To prepare for the event that the number of Audit & Supervisory Board Members falls
below the number required by laws and regulations, the Company proposes the election ofone (1) Substitute Audit & Supervisory Board Member in advance under provisions ofArticle 329, paragraph 3 of the Companies Act.
The effectiveness of the election of Substitute Audit & Supervisory Board Member may
be canceled based on resolution of the Board of Directors and with the consent of the Audit& Supervisory Board, provided that such cancellation occurs prior to the assumption ofoffice. The candidate is as follows. The Company has obtained approval for this proposal
from the Audit & Supervisory Board.
Name(Date of birth)

Kentaro Shibata

Career summary, significant concurrent positions,and positions at the Company
Oct. 2001

Registered as attorney; T. Hasegawa & Co.,
Law Offices

Oct. 2006
Feb. 2014

Nagashima Ohno & Tsunematsu
Established Shibata, Suzuki & Nakada; Partner

Oct. 2015(present)
Supervisory Director, LaSalle Logiport REIT

Aug. 2017(present)
Outside Director, Towa Engineering

Mar. 2021

Corporation (present)
Outside Director, Ise Chemicals Corporation(June 23, 1975)

Number ofshares of theCompany
held―(present)(Significant concurrent positions)
Attorney-at-Law, Shibata, Suzuki & Nakada
Supervisory Director, LaSalle Logiport REIT
Outside Director, Towa Engineering Corporation
Outside Director, Ise Chemicals Corporation(Reasons for nomination as candidate for Substitute Audit & Supervisory Board Member)
Mr. Shibata possesses rich experience and expert knowledge as attorney-at-law. The Company expects
him to reflect them in audit of the Company as Outside Audit & Supervisory Board Member and proposes
his election as Substitute Audit & Supervisory Board Member.
Mr. Shibata has never been involved in corporate management except by serving as outside officer, but
the Company judges that he can appropriately perform duties as Outside Audit & Supervisory BoardMember for the above reasons.
(Notes)

1. Mr. Kentaro Shibata is a candidate for Substitute Audit & Supervisory Board Member.
2. There is no special interest between Mr. Kentaro Shibata and the Company.
3. If Mr. Kentaro Shibata is appointed as Audit & Supervisory Board Member, the Company plansto enter into a limited liability agreement with him to limit his liabilities for damages under Article
423, paragraph 1 of the Companies Act to the minimum liability amount specified in Article 425,
paragraph 1 of the Companies Act.

- 11 -4. Mr. Kentaro Shibata meets the requirements for independent officer specified by the Tokyo Stock
Exchange. If Mr. Kentaro Shibata is appointed as Audit & Supervisory Board Member, theCompany plans to register him as independent officer with the Tokyo Stock Exchange.
5. The Company has entered into a directors’ and officers’ liability insurance contract pursuant toprovisions of Article 430-3, paragraph 1 of the Companies Act with an insurance company andshall cover liabilities for damages, costs of lawsuits, etc. incurred by the insured due to claims fordamages arising from acts done by the insured, including Audit & Supervisory Board Membersof the Company, as part of their duties (excluding criminal acts, etc.) with the insurance contract.
If Mr. Kentaro Shibata is appointed as Audit & Supervisory Board Member, he will be includedin the insured of the insurance contract. The Company plans to renew the insurance contract withthe same details at the next renewal.

End- 12 -