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 5, 2023

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

NOTICE OF THE 27TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 27th Annual General Meeting of Shareholders of Paraca Inc.
(the “Company”). The meeting will be held for the purposes described below.
The Company, with regard to convening this general meeting of shareholders, has provided
information contained in the reference documents for the general meeting of shareholders inelectronic format (matters subject to electronic provision), and posted such information on thefollowing website on the Internet. Please access the website for your confirmation.
*The matters subject to electronic provision are only available in Japanese.

The Company’s website: https://paraca.co.jp/ir/kabunushisokai
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 Voting Rights Exercise Form and return
it so that it arrives by 6 p.m. on Tuesday, December 19, 2023.
[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 Tuesday,December 19, 2023.

- 1 -1.
2.

Date and Time:
Place:

3.

Meeting Agenda:
Matters to be reported:

Proposals to be resolved:
Proposal 1:
Proposal 2:
4.

Wednesday, December 20, 2023 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 27th Fiscal Year (October 1, 2022 to September30, 2023)

Appropriation of Surplus
Election of Seven (7) Directors

Matters to be Determined in a Convocation (Guide to Exercising Voting Rights)(1) If, when exercising voting rights in writing (by postal mail), neither approval nor
disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall bedeemed a vote of approval for Company proposals.
(2) If a shareholder exercises the voting rights more than once via the Internet, the last vote
exercised shall be deemed valid.
(3) If a shareholder exercises the voting rights in duplicate by writing (by postal mail) and via
the Internet, the voting rights exercised via the Internet shall be deemed valid regardless ofwhen the voting rights arrive at the Company.
(4) If you exercise the voting rights at the meeting by proxy, you must appoint one (1) proxy
who also has voting rights in the Company. In this case, such proxy will be required topresent your letter of proxy.

When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk.
In the event of any revision to the matters subject to electronic provision, such announcement and relevant
matters before and after the revision will be posted on the respective website on which such matters are posted.
In accordance with the amendments to the Companies Act, in principle the matters subject to electronic
provision shall be confirmed by accessing the respective website, and such matters in writing may be delivered
to only shareholders who have made a request for the delivery of such documents before the designated date.
For this meeting however, the Company has decided to uniformly deliver the Notice specifying the matterssubject to electronic provision in wiring as before, regardless of whether or not a request for delivery of thedocuments has been made.
However, “Company Structure and Policy” of the Business Report and “Non-consolidated Statement ofChanges in Equity” and “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial
Statements are not provided in the documents provided with this notice, in accordance with laws and regulations
and Article 12 of the Articles of Incorporation. The Business Report and 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 the Audit 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
64 yen per common share of Company stock
Total amount: 656,372,608 yen(3) Effective date of dividends of surplus
December 21, 2023

- 3 -Proposal 2: Election of Seven (7) Directors
The terms of office of all seven (7) Directors will expire at the conclusion of this year’s
Annual General Meeting of Shareholders. Accordingly, the Company proposes the electionof seven (7) Directors.
The candidate is as follows.
Candidate

Expected field of expertise
Name

Current positions and areas in charge at the CompanyNo.
12

3

4

5

6

7

Representative Director
Chairman[ReappoiRepresentative Director
President
General Manager ofDevelopment Divisions[Reappoi

Takanobu Himori

Outside Director(Term of office: 7 years)[ReappoiKazuki Yokoyama

Outside Director(Term of office: 6 years)[ReappoiKoichiro Sawai

Outside Director(Term of office: 2 years)[Reappoi

Yusuke Takasaka

Outside Director(Term of office: 2 years)[ReappoiYuka Saizawa

Outside Director(Term of office: 2 years)[Reappoi

Ryo Naito
So Naito

Corporate

Business

Accounting

Legal

Information

management

strategy

expertise

expertisetechnology

○○

○

○

○

○

ESG

○

ntment]ntment]ntment]ntment]ntment]ntment]ntment]OutsideOutsideOutside

Independ

Independ○○

ent
Independ

○

○

ent

○

OutsideOutside○ent

Independ

○

○

ent

[Notes common to each of the above Seven (7) candidates]
1. There is no special interest between each candidate and the Company.
2. 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, costsof lawsuits, etc. incurred by the insured due to claims for damages arising from acts done by the insured, including
Directors of the Company, as part of their duties (excluding criminal acts, etc.) with the insurance contract. If thecandidates are appointed as Directors, 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.
[Notes regarding the above five (5) candidates for Outside Directors]
1. Mr. Takanobu Himori, Mr. Kazuki Yokoyama, Mr. Koichiro Sawai, Mr. Yusuke Takasaka, and Ms. Yuka Saizawa
are candidates for Outside Directors.
2. The terms of office as Director of Mr. Takanobu Himori, Mr. Kazuki Yokoyama, Mr. Koichiro Sawai, Mr. YusukeTakasaka, and Ms. Yuka Saizawa will expire at the conclusion of this Annual General Meeting of Shareholders.
3. The Company has entered into a limited liability agreement with Mr. Takanobu Himori, Mr. Kazuki Yokoyama,
Mr. Koichiro Sawai, Mr. Yusuke Takasaka and Ms. Yuka Saizawa 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 ofthe Companies Act. If their reappointment is approved, the Company plans to renew the limited liability agreement.
4. The Company has registered Mr. Takanobu Himori, Mr. Kazuki Yokoyama, Mr. Koichiro Sawai and Ms. Yuka
Saizawa with the Tokyo Stock Exchange as independent officers specified by the exchange.
5. Ms. Yuka Saizawa’s surname in the family registry is “Kikuchi,” but she uses her maiden name “Saizawa” inpracticing as an attorney.

- 4 -CandidateNo.

Name(Date of birth)

Number ofshares of theCareer summary, significant concurrent positions, and positions andCompany
areas in charge at the Company
held(shares)
Apr. 1979

Joined Nomura Securities Co., Ltd.

Dec. 1988

Joined Goldman Sachs

Oct. 1994

Founded Ryo Corporation

Aug. 1997

FoundedtheCompany,President

andRepresentative Director
Oct. 2009

Representative Director and President of theCompany[Reappointment]

Dec. 2015

Company

Ryo Naito(July 15, 1956)

Representative Director and Chairman of theSep. 2016

Representative

186,200
Director,

ChairmanandPresident of the Company
Nov. 20191

Representative Director and Chairman of theCompanyMar. 2021

RepresentativeDirector,

ChairmanandPresident of the Company
Nov. 2022

Representative Director and Chairman of theCompany (present)(Significant concurrent positions)―(Reasons for nomination as candidate for Director)
Since the foundation of the Company, Mr. Ryo Naito has played a central role in managing the Company as arepresentative director. He is well-versed in the Company’s business and has in-depth knowledge in corporate
management in general. The Company believes that he will contribute to the improvement of our corporate value inthe medium-to-long term and therefore proposes his reappointment as Director.

- 5 -CandidateNo.

Name(Date of birth)

Number ofshares of theCareer summary, significant concurrent positions, and positions andCompany
areas in charge at the Company
held(shares)
Apr. 2008

Joined Nomura Real Estate Development Co.,
Ltd.

Mar. 2020

Joined the Company, Manager of Sales andMarketing

Division,andDevelopment

Marketing Department[Reappointment]

Mar. 2021

Officer,General

ManagerofDevelopment Division of the Company

So Naito(April 8, 1984)

ExecutiveDec. 2021

300,600

Director and Executive Officer, General
Manager of Development Division of theCompany

Nov. 2022
2Representative

Director,President,andGeneral Manager of Development Division ofthe Company (present)(Significant concurrent positions)―(Reasons for nomination as candidate for Director)
Mr. So Naito was engaged in a wide range of development fields at Nomura Real Estate Development Co., Ltd.,
including residences, commercial and complex facilities, and has in-depth knowledge in real estate business ingeneral. Since joining the Company, he has fulfilled an appropriate role in making decisions on important matters,etc. and since assuming the post of representative director he has performed his duties in general corporate
management. The Company believes that he will contribute to the improvement of our corporate value in themedium-to-long term and therefore proposes his reappointment as Director.

- 6 -CandidateNo.

Name(Date of birth)[Reappointment]

OutsideIndepend
ent

Number ofshares of theCareer summary, significant concurrent positions, and positions andCompany
areas in charge at the Company
held(shares)
Apr. 1977

Joined Nomura Securities Co., Ltd.

Jan. 1985

Joined Morgan Guarantee, Ltd. (Tokyo office)Mar. 1986

Joined Goldman Sachs

Mar. 1997

Founded Uni Asia Finance Co., Ltd., Managing
DirectorApr. 2005

Founded Season's Consulting, Inc., CEONov. 2011

Japan For UNHCR, Secretary-general

Takanobu HimoriMar. 2012

Japan For UNHCR, Director(January 12, 1953)

Dec. 2016

Outside Director of the Company (present)

Jul. 2017

Japan For UNHCR, Executive Director

Mar. 2019Japan For UNHCR, Advisor (present)

Jan. 2021

CARE International Japan, Director (present)3―(Significant concurrent positions)Japan For UNHCR, Advisor
CARE International Japan, Director(Reasons for nomination as candidate for Outside Directors and overview of expected role)
Mr. Himori possesses a wealth of experience and expertise as a corporate manager and director and advisor of a
specified non-profit corporation and a public interest incorporated foundation. He provides valuable advice on ESG
as well as business based on his extensive insight. The Company therefore proposes his reappointment as Director.

- 7 -CandidateNo.

Name(Date of birth)

Number ofshares of theCareer summary, significant concurrent positions, and positions andCompany
areas in charge at the Company
held(shares)
Apr. 1999

Joined ACOM CO., LTD.

Dec. 2005

Joined Deloitte Touche Tohmatsu (Current
Deloitte Touche Tohmatsu LLC)

Jan. 2010

Joined AGS Consulting Co., Ltd.

Dec. 2010

Registered as certified public accountantMay 2011

Registered as certified tax accountant

Jan. 2015

Founded Accelerator Alliance Accounting
Office[Reappointment]

OutsideIndepend
ent

representativeFeb. 2015

Auditor of Nihon-houki-joho Inc. (presentAskPro Inc.) (present)

Kazuki Yokoyama

Jun. 2015

Director (Audit and Supervisory Committee

6,000Member) of ZOOM CORPORATION(August 28, 1976)(present)
Jan. 2016

Founded Accelerator AllianceCo.,

Ltd.

(present Accelerator Consulting Co., Ltd.)
4

Representative Director (present)
Dec. 2017

Outside Director of the Company (present)

Jan. 2020

Founded Accelerator Tax Corporation
Representative partner

Jul. 2020(present)

Founded Accelerator Audit Corporation
Representative partner(present)(Significant concurrent positions)Certified public accountant, representative partner of Accelerator Audit Corporation
Certified tax accountant representative partner of Accelerator Tax Corporation
Representative director of Accelerator Consulting Corporation
Auditor of AskPro Inc.
Director (Audit and Supervisory Committee Member) of ZOOM CORPORATION(Reasons for nomination as candidate for Outside Directors and overview of expected role)
Mr. Yokoyama possesses a wealth of knowledge and experience accumulated as a certified public accountant and acertified tax accountant and has advised the Company from an objective standpoint that is independent from themanagement. The Company therefore proposes his reappointment as Director.

- 8 -CandidateNo.

Name(Date of birth)

Number ofshares of theCareer summary, significant concurrent positions, and positions andCompany
areas in charge at the Company
held(shares)
Apr. 1982

Joined Nippon Telegraph and Telephone Public
Corporation (present Nippon Telegraph and[Reappointment]

Independ
OutsideentTelephone Corporation)
Jul. 1992

Inc. (present NTT DOCOMO, INC.)

Koichiro Sawai(February 17, 1957)

Joined NTT Mobile Communications Network,Jul. 2007

―Joined FeliCa Networks, Inc.
Executive Vice President

Dec. 2021
5

Outside Director of the Company (present)(Significant concurrent positions)―(Reasons for nomination as candidate for Outside Directors and overview of expected role)
Mr. Sawai had served as Executive Vice President of FeliCa Networks, Inc. for more than a decade and has in-depth
knowledge in information and communication technologies including mobile payment. He has instructed and advised
the Company about its medium-to-long term business strategy based on such knowledge and experience from anobjective standpoint that is independent from the management. The Company therefore proposes his reappointment
as Director.

[Reappointment]

Apr. 1988

Joined ITOCHU Corporation

Apr. 2016

General Manager of Construction & Realty
Department No.1, ITOCHU Corporation

OutsideYusuke Takasaka(October 2, 1964)

Apr. 2021

Deputy Chief Operating Officer, Construction& Real Estate Division, ITOCHU Corporation

Dec. 2021

Outside Director of the Company (present)

Apr. 2022

Chief Operating Officer, Construction & Real
EstateDivision,

ITOCHU―Corporation(present)6(Significant concurrent positions)Chief Operating Officer, Construction & Real Estate Division, ITOCHU Corporation(Reasons for nomination as candidate for Outside Directors and overview of expected role)
Mr. Takasaka has worked at ITOCHU Corporation for many years and striven to improve the profitability andexpand business areas of its Construction & Real Estate Division. Based on such knowledge and experience, he has
instructed and advised us about our medium-to-long term business strategy. The Company proposes his
reappointment as Director to further improve its corporate value by strengthening the collaboration with ITOCHU
Corporation with which the Company maintains a capital and business partnership. Mr. Takasaka has never been
involved in corporate management directly, but for the above reasons the Company judges that he can appropriately
perform his duties as Outside Director.

- 9 -CandidateNo.

Name(Date of birth)

Number ofshares of theCareer summary, significant concurrent positions, and positions andCompany
areas in charge at the Company
held(shares)
Dec. 2010[Reappointment]

OutsideIndepend
ent

Yuka SaizawaAssociation)
Jan. 2011

Joined Asahi Law Offices (present)

Sep. 2018

Member,CommitteeofComprehensive

Support Center for Elderly People and People(Surname in the family register:Kikuchi)―with Disabilities, Daini Tokyo Bar Association(February 21, 1985)(present)
Dec. 2021

7

Registered as an attorney (Daini Tokyo Bar

Outside Director of the Company (present)(Significant concurrent positions)
Attorney of Asahi Law Offices(Reasons for nomination as candidate for Outside Directors and overview of expected role)
Ms. Saizawa possesses a wealth of knowledge and experience accumulated as attorney-at-law. By utilizing suchknowledge and experience, she has instructed and advised the Company especially about strengthening its corporate
governance from an objective standpoint that is independent from the management. The Company therefore proposes
her reappointment as Director. Ms. Saizawa has never been involved in corporate management, but for the above
reasons the Company judges that she can appropriately perform her duties as Outside Director.

- 10 -