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: 8999
June 9, 2022
To our shareholders:
Yasuro Hayashi
President
Grandy House Corporation
4-3-18 Odori, Utsunomiya-shi, Tochigi

Notice of the 31st Annual General Meeting of Shareholders
We are pleased to announce the 31st Annual General Meeting of Shareholders of Grandy House Corporation (the“Company”), which will be held as indicated below.
We have decided to hold this General Meeting of Shareholders after implementing appropriate infection prevention
measures from the viewpoint of preventing the spread of the coronavirus.
From the viewpoint of preventing the spread of coronavirus, we would like to ask you to consider exercising
your voting rights by mail (in writing) or electromagnetic means (the Internet, etc.) rather than coming to thevenue on the day of the meeting. In this case, please review the Reference Documents for the General Meetingof Shareholders as described on page 2 and exercise your voting rights by 5:30 p.m. on Tuesday, June 28, 2022
(JST), in the following manner.
1. Date and Time
2. Venue

Wednesday, June 29, 2022, at 11:00 a.m. (JST) (Reception starts at 10:00 a.m.)Hotel New Itaya, 3rd floor, Tenpyo-no-Ma
2-4-6 Odori, Utsunomiya-shi, Tochigi
To prevent infection, we are considering seating layouts with space between seats, and we ask
for your understanding that we may have to move you to another venue in the same hotel if theabove-mentioned venue is full.
3. Purpose of the Meeting
Matters to be reported:
1. Reports on the Business Report and Consolidated Financial Statements for the 31st Fiscal Year (from April
1, 2021 to March 31, 2022) and the Audits Results of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. Reports on the Non-consolidated Financial Statements for the 31st Fiscal Year (from April 1, 2021 to March
31, 2022)
Matters to be resolved:
Proposal No. 1
Amendment to the Articles of Incorporation
Proposal No. 2
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Revision of the Amount and Method of Calculation of Performance-Linked
Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Payment of Retirement Bonus to Retiring Director (Excluding Directors Who Are Audit
and Supervisory Committee Members)-1-[If attending the General Meeting of Shareholders]If you plan to attend the meeting in person, please submit the enclosed voting form to the receptionist at the meeting. Please note that
persons other than shareholders who are entitled to exercise their voting rights, such as proxies or accompanying persons who are notshareholders, will not be admitted to the meeting.
[If exercising voting rights by mail (in writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return the form to us so that it arrives by
the exercise deadline.
[If exercising voting rights via electromagnetic means]
Please refer to “Exercising Voting Rights via Electromagnetic Means” on page 3 (in Japanese only) and register your approval ordisapproval of the proposals by the exercise deadline.
Any amendments to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial
Statements, and Consolidated Financial Statements will be posted on the Company’s website on the Internet (https://www.grandy.co.jp/).
(Request to Shareholders)・Shareholders who plan to attend the meeting are requested to wear masks after checking the infection situation in Japan and their own
physical condition as of the date of the meeting.
・We ask for your cooperation in disinfecting your hands before entering the venue, as alcohol disinfectant solution will be available atthe reception desk. We may also ask for your cooperation in taking your temperature using a non-contact thermometer.
・In order to prevent the spread of infection, we reserve the right to refuse admission to those who appear to be in poor health or who
do not cooperate in wearing a mask.
・Please be advised that the Company’s officers and related personnel will wear masks after checking their physical condition, including
taking their temperatures.
・If there are any major changes to the operation of the General Meeting of Shareholders due to future circumstances, we will announce
such changes on our website (https://www.grandy.co.jp/).

-2-

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

Amendment to the Articles of Incorporation

1. Reasons for the Proposal
In accordance with the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) being enforced on September 1, 2022, thesystem for providing informational materials for the general meeting of shareholders in electronic format will be
introduced. Accordingly, the Company proposes to make the following changes to the Articles of Incorporation.
(1) As the Company will be required to establish provisions in the Articles of Incorporation to the effect thatit shall take measures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format, Article 15 (Measures, etc. for Providing
Information in Electronic Format), paragraph (1) in “Proposed amendments” will be newly created.
(2) In order to enable the Company to limit the scope of matters to be provided in paper-based documents to
be delivered to shareholders who requested the delivery of paper-based documents to the scope set forth in
the Ministry of Justice Order, from among the information that constitutes the content of reference
documents for the general meeting of shareholders, etc. for which the Company will take measures toprovide in electronic format, Article 15 (Measures, etc. for Providing Information in Electronic Format),paragraph (2) in “Proposed amendments” will be newly created.
(3) Since the provisions of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation will no longer berequired when the system for providing informational materials for the general meeting of shareholders inelectronic format is introduced, they will be deleted.
(4) Supplementary provisions regarding the effectiveness of the provisions to be established and deleted, as
described above, will be established. Furthermore, these supplementary provisions will be deleted after acertain date has elapsed.
2. Details of the Amendment
The details of the amendment are as follows:(Underlined sections indicate changed parts)
Current Articles of Incorporation

Proposed amendments

Article 15. (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)(Deleted)

When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has provided
this information to shareholders.
(Newly established)

Article 15. (Measures, etc. for Providing Information inElectronic Format)
1.

-3-

When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.

Current Articles of Incorporation

Proposed amendments
2.

Supplementary Provisions

Supplementary Provisions(Transitional Measures Concerning Limited Liability
Agreement for Outside Audit & Supervisory Board Members)(Omitted)

Among items for which the measures for providing
information in electronic format will be taken, theCompany shall not be required to provide all or some ofthose items designated by the Ministry of Justice Orderfrom statements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

(Transitional Measures Concerning Limited Liability
Agreement for Outside Audit & Supervisory Board Members)
Article 1. (Unchanged)(Newly established)

Article 2. (Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
1.

The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the Articles ofIncorporation and the establishment of Article 15(Measures, etc. for Providing Information in Electronic
Format) of the Articles of Incorporation shall become
effective from September 1, 2022.

-4-

2.

Notwithstanding the provisions of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,Etc.) shall remain effective regarding any general meetingof shareholders held on a date within six months from
September 1, 2022.

3.

The provisions of this article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The term of office of all eight Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of seven Directors, decreasing the number of Directors by one, fromthe perspective of making management more efficient in accordance with the current status of the Group.
The Audit and Supervisory Committee considered this proposal, and there were no objections.
The candidates for Director are as follows:
Candidate
No.

1

2

Name
(Date of birth)

Hiroyuki Murata(September 17, 1960)

Yasuro Hayashi(February 23, 1959)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company (Note 3))
May 1988
Dec. 1998
Sept. 2000
Feb. 2003
June 2004
Mar. 2008
Mar. 2010
Mar. 2011
Apr. 2018
Apr. 1982
Apr. 2010

June 2010
Apr. 2011
Mar. 2012
June 20133

Atsuo Saito(April 26, 1956)

Apr. 2014
Apr. 2018
Apr. 1990
Mar. 1997
June 2002
Apr. 2006
Mar. 2008
Mar. 2012
Apr. 2017
June 2020
Apr. 1979
July 2012

4

Yutaka Koiso(March 6, 1957)

June 2013
May 2014
Apr. 2016
Oct. 2019
June 2020

Joined Subaru Housing Co., Ltd.
Joined the Company
Director
Managing Director
Senior Managing Director
Director (Note 4)
Director and Vice President
President
Chairman (current position)
Joined The Ashikaga Bank, Ltd.
Joined the Company
General Manager of Finance Department,
Administration Division
Managing Director
Supervisor of Finance Department,
Administration Division
Senior Managing Director
General Manager of President’s Office
Supervisor Responsible for the Entire
Company Management
Vice President
President (current position)
Joined Elleair Paper Tech Co. Ltd.
Joined the Company
Director
Managing Director
General Administration Manager
Senior Managing Director
Vice President (current position)
General Administration Manager (current
position)
Joined The Ashikaga Bank, Ltd.
Joined the Company
Executive Officer
General Manager of Finance Department
Director
Managing Director
Supervisor of Finance Department
Senior Managing Director
Vice President (current position)
Supervisor of Finance Department (current
position)-5-

Number of theCompany’s
shares owned

197,867 shares

59,224 shares

229,109 shares

19,428 shares

Candidate
No.

5

6

7

Notes:

Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company (Note 3))
Apr. 1992
Apr. 1997
June 2005
Mar. 2008

Number of theCompany’s
shares owned

Joined Watanabe General Construction
Joined the Company
Director
Yasushi Sayama
89,070 shares
Managing Director(October 31, 1969)
General Manager of Development Division(current position)
June 2013
Senior Managing Director (current position)
Oct. 1999
Joined the Company
Feb. 2003
Joined Houshou Kensetsu
Dec. 2003
Joined the Company
Jan. 2010
General Manager of Construction
Hideki Tani
Department, Construction Division
35,199 shares(April 15, 1973)
Apr. 2011
General Manager of Construction Division(current position)
June 2011
Director
Oct. 2013
Managing Director (current position)
Apr. 1995
Joined TOBU CONSTRUCTION Co., Ltd.
Feb. 1997
Joined the Company
Apr. 2009
General Manager of Head Office Sales
Department, Sales Division
Apr. 2011
General Manager of Sales Division (current
Masayasu Ishikawa
45,512 shares
position)(May 31, 1976)
June 2011
Director
May 2014
Managing Director
June 2016
Director
Apr. 2018
Managing Director (current position)
1. There is no special interest between any of the Director candidates and the Company.
2. In principle, Directors (excluding Directors who are Audit and Supervisory Committee Members) are appointed as
Executive Directors, and the Company’s policy is to select candidates in consideration of their abilities, qualifications,experience, track record, etc., based on the principle that the directors will supervise each other and be involved indecision-making on important matters from the standpoint of being in charge of different areas of operations.
The reasons for the election of each Director candidate are as follows.
・ Hiroyuki Murata has held various important positions since his appointment as Director in charge of sales andmarketing, and has a proven track record of expanding the Company’s business as President since 2011 and as
Chairman since April 2018, as well as excellent insight into corporate management. Therefore, we request that he beelected to continue to serve as Chairman.
・ Yasuro Hayashi has held various important positions since his appointment as Director in charge of finance, up to
Vice President, and has contributed to strengthening the Company’s management structure, as well as making efforts
in management as President since April 2018. Therefore, we request that he be elected to continue to serve as President.
・ Atsuo Saito has a proven track record of contributing to the establishment and strengthening of corporate governance,compliance, financial reporting, and other systems as a Director in charge of administration divisions, and has worked
to strengthen the Company’s management structure as Vice President since April 2017. Therefore, we request that hebe elected to continue to serve as Vice President.
・ Yutaka Koiso has a proven track record of contributing to the smooth procurement of business funds and thestrengthening of the finance department as a Director in charge of the finance department by utilizing his abundant
knowledge and experience in finance from his previous positions, and he has been working to strengthen the
Company’s management structure as Vice President since October 2019. Therefore, we request that he be elected tocontinue to serve as Vice President.
・ Yasushi Sayama has a proven track record of contributing to business expansion in the acquisition and developmentof land for sale, which is a key element of the Group’s business, as a Director in charge of the development division.
Therefore, we request that he be elected to continue to serve as Director.
・ Hideki Tani, as Director in charge of the construction division, has a proven track record of contributing to theimprovement of housing quality and performance, etc. and the establishment of a production system to accommodate
business expansion. Therefore, we request that he be elected to continue to serve as Director.

-6-

3.

4.
5.

6.

・ Masayasu Ishikawa, as Director in charge of the sales division of the Company, has a proven track record ofcontributing to the promotion of sales, as well as for his contribution to strengthening the sales management systemof the Company’s group as a whole. Therefore, we request that he be elected to continue to serve as Director.
Significant concurrent positions outside the company held by each candidate are as follows
・ Hiroyuki Murata concurrently serves as a Director of Ibaraki Grandy House, Gunma Grandy House, Chiba GrandyHouse, General Livtech Co., Ltd., Chuko House Information Center Co., Ltd., Grandy Reform Co., Ltd., andKanagawa Grandy House INC. (all consolidated subsidiaries of the Company).
・ Yasuro Hayashi concurrently serves as a Director of Ibaraki Grandy House, Gunma Grandy House, Chiba GrandyHouse, General Livtech Co., Ltd., Chuko House Information Center Co., Ltd., Grandy Reform Co., Ltd., andKanagawa Grandy House INC.
・ Yutaka Koiso concurrently serves as a Director of Kanagawa Grandy House INC. (a consolidated subsidiary of theCompany).
・ Yasushi Sayama concurrently serves as Representative Director of Welcome House Co., Ltd. (a consolidated
subsidiary of the Company).
Hiroyuki Murata served as President of Ibaraki Grandy House from November 2007 to March 2010, and was appointed
as a Director in order to devote himself full-time to his duties.
The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3 of the Companies Act, which insures Directors (including Directors who are Audit and Supervisory
Committee Members), Audit & Supervisory Board Members, and Executive Officers of the Company and its subsidiaries,
and a summary of the contents of such insurance policy is shown on page 15 (in Japanese only) of the Business Report. If
each of the candidates is appointed as a Director under this proposal, the insurance policy will expire during his term ofoffice, but the Company intends to continue to conclude an equivalent corporate officers’ liability insurance policy
insuring all of the candidates.
The number of the Company’s shares owned is the number of shares as of March 31, 2022.

-7-

[Reference]
Skills Matrix of Directors (Including Directors Who Are Audit and Supervisory Committee Members)Expertise and experience
Corporate
management
Organizational
operation

Sales
Sales
strategies

Hiroyuki Murata●●

Yasuro Hayashi●●

Atsuo Saito●

Yutaka Koiso●●

Yasushi Sayama

●

●

●

Hideki Tani

●

●

●

Masayasu Ishikawa

●

●

●

Name

Technology/quality
Finance
Development
Accounting

Internal
Humancontrols
resources
ESG
Risk
development
Sustainability
management Personnel/labor
Legal affairs
affairs

●
●
●

●
●

●

●

●

●

●

Hajime Yuzawa(Audit andSupervisory
Committee
Member)●●Hajime Ito*
(Audit andSupervisory
Committee
Member)

●

●

●

●

Takehiko
Kobayashi*(Audit andSupervisory
Committee
Member)(*)
Independent Outside Director-8-

Proposal No. 3

Revision of the Amount and Method of Calculation of Performance-Linked Remuneration for
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
With regard to remuneration, etc. for Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same shall apply hereinafter in this proposal (excluding independent Outside Directors)) of theCompany, at the 30th Annual General Meeting of Shareholders held on June 29, 2021, approval was received for the
introduction of performance-linked remuneration and for a total annual amount of remuneration, consisting of fixed
remuneration and performance-linked remuneration, of an annual amount not exceeding 450 million yen (notincluding salary as an employee for Directors serving concurrently as employees).
In order to ensure an even higher level of objectivity and transparency for performance-linked remuneration to which
performance for each fiscal year from the fiscal year ending March 2023 applies, the Company requests approval to
make the amount of performance-linked remuneration an amount not exceeding 50 million yen out of the annual
amount not exceeding 450 million yen as well as to change the method of calculation (including the payment
standard) as described below (the method of calculation prior to the change, etc. is as presented in “3. Company
Officers, (4) Remuneration for Directors, e. Policy for determining the details of officer remuneration” on page 18of the Business Report) (in Japanese only).
The overview of the details of the policy for determining the details of individual remuneration for Directors of theCompany is as presented in “3. Company Officers, (4) Remuneration for Directors, e. Policy for determining thedetails of officer remuneration” on pages 17 to 18 of the Business Report (in Japanese only). On the condition of it
being approved and adopted, the Company plans to change paragraph d in this proposal, which pertains toperformance-linked remuneration in the said policy, etc. However, the Company believes that these details areappropriate as they ensure an even higher level of objectivity and transparency, such as by making the individual
amount paid through the introduction of points per position more objective and adding performance in the previous
fiscal year through the introduction of point value, and because this proposal was determined after listening to theopinions of the independent Outside Directors.
The Audit and Supervisory Committee considered this proposal, and there were no objections.
The current number of Directors is eight, and if Proposal No. 2 is approved in its original form, the number of
Directors will be seven.
(Method of calculating the amount of performance-linked remuneration)
The payment shall be made to Executive Directors, excluding Outside Directors and Audit and Supervisory
Committee Members.
Individual amount to be paid to each Director =Points per position (Representative Directors will have
Representative Director points added) × performanceachievement payment factor × point value[Points per position and Representative Director points]
Points per position
SeniorChairmanPresident
Vice PresidentManaging
50
40
30
20

Managing

No position

Representative
Director points

15

12

10

[Performance achievement payment factor]
50% to 70% or 70% to 130% or 130% to 150% or
Achievement rate
50% or less
150% or more
less
less
less
Payment factor
0.0
0.5
1.0
1.5
2.0
Note:
Achievement rate = consolidated ordinary income for the target fiscal year ÷ initial consolidated ordinary income forecast
announced in the financial results, etc.
If either or both of “consolidated ordinary income for the target fiscal year” and “initial consolidated ordinary income
forecast announced in the financial results, etc.” are 0 or loss, the payment factor will be 0.

-9-[Point value]
・ Point value is determined by multiplying the basic point value (10,000 yen) by the point adjustment factor.
Change in forecast
50% or less
50% to 70% or less 70% to 90% or less
90% or morebusiness performance
Point adjustment
56810factorNote:

Change in forecast business performance = initial consolidated ordinary income forecast announced in the financial results,
etc. ÷ consolidated ordinary income for the fiscal year preceding the target fiscal year
If “consolidated ordinary income for the fiscal year preceding the target fiscal year” is 0 or a loss, the point adjustment factor
will be 10.

<Payment standard>・
If the results for consolidated ordinary income for the target fiscal year fall under ¥1.0 billion, performancelinked remuneration will not be paid.
・
If there is a change in position during the period for execution of duties (including appointment andretirement of Representative Directors), the Director’s points per position (Representative Directors will
have Representative Director points added; the same shall apply hereinafter) will be the sum of the number
points calculated using the method in a. below plus the number of points calculated using the method in b.
below.
a.
Points in accordance with length in position prior to change
Points per position prior to change × (Number of months in position prior to change ÷ Number ofmonths in period for execution of duties)b.
Points in accordance with length in position after change
Points per position after change × (Number of months in position after change ÷ Number of months
in period for execution of duties)
Notes: 1. Points calculated using both a. and b. shall be rounded to the nearest number.
2. Positions after the change will be applied for months with changes to positions.

- 10 -

Proposal No. 4

Payment of Retirement Bonus to Retiring Director (Excluding Directors Who Are Audit andSupervisory Committee Members)
Director Kazuhisa Hayashi will retire owing to the expiration of his term of office at the conclusion of this General
Meeting of Shareholders. Accordingly, in order to reward him for his service while in office, the Company proposes
to pay a retirement bonus within an appropriate range, in line with certain standards of the Company.
Furthermore, the Company proposes that the specific amount, timing and method of payment, and other details bedelegated to the Board of Directors.
This proposal has been determined by the Board of Directors in accordance with policies and internal regulations
related to determining the content of individual remuneration, etc., for Directors set forth by the Board of Directors
in advance, and the Company has thus judged that it is appropriate. The overview of the content of the policies fordetermining the content of individual remuneration, etc., for Directors of the Company is provided on pages 17 to 18
of the Business Report (in Japanese only).
In addition, the Audit and Supervisory Committee considered this proposal, and there were no objections.
The career summary of the retiring Director is as follows:
Name
Kazuhisa Hayashi

Career summary
June 2013
May 2014
Apr. 2022

Director of the Company
Managing Director
Director (current position)- 11 -