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: 7817
June 9, 2021
To our shareholders:
Tomohiko Kimura
President and Chief Executive Officer
PARAMOUNT BED HOLDINGS CO., LTD.
2-14-5 Higashisuna, Koto-ku, Tokyo, JapanNOTICE OF THE 39TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 39th Ordinary General Meeting of Shareholders of PARAMOUNT BED HOLDINGS CO., LTD. (the“Company”) will be held as described below.
In order to avoid the risk of the novel coronavirus disease (COVID-19), the Company requests the shareholders not
to attend the General Meeting of Shareholders in person unless absolutely necessary, and exercise their voting
rights in writing (by mail) or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights as described in Guide for exercise of voting rights, etc. (in Japanese only) by 5:00 p.m., Monday, June 28,
2021 (Japan Standard Time).
1. Date and Time: Tuesday, June 29, 2021 at 10:00 a.m. (Japan Standard Time)(Reception opens at 9:00 a.m.)
2. Venue:
Head Office, Bldg. 2, 4F
2-14-5 Higashisuna, Koto-ku, Tokyo, Japan-

Taking fairness to all shareholders into consideration, we have resolved to cease distributing gifts to shareholders attending theGeneral Meeting of Shareholders.
We appreciate your kind understanding.

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 39th term (from April 1, 2020 to March 31,2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 39th term (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Proposal 1:
Election of Five (5) Board Members (Excluding Board Members Who Are Audit andSupervisory Committee Members)
Proposal 2:
Determination of Remuneration to Grant Restricted Shares to Board Members(Excluding Board Members Who Are Audit and Supervisory Committee Members andOutside Board Members)
4. Other Items Relating to This Notice:(1) Approval will be assumed if you exercise your voting rights using the voting form without indicating
approval or disapproval for each proposal.
(2) Your vote via the Internet, etc. will take precedence if you exercise your voting rights both via the Internet,
etc. and by returning the voting form by postal mail.
(3) Your final vote will take precedence if you exercise your voting rights via the Internet, etc. more than once.
(4) Among the documents that should be submitted with this Notice, based on laws and regulations and Article
14 of the Articles of Incorporation, the following items are on the Company’s website(https://www.paramountbed-hd.co.jp) so they are not listed in the documents attached to this Notice.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-Consolidated Financial Statements-1-

Therefore, the documents attached to this Notice are a part of the Consolidated Financial Statements or
Non-Consolidated Financial Statements that were audited by the Accounting Auditor and Audit andSupervisory Committee in preparing audit reports.
- In the event that amendments are made to the Reference Documents for the General Meeting of Shareholders, Business Report,
Non-Consolidated Financial Statements or Consolidated Financial Statements, the amended versions will be made available on the
Company website (https://www.paramountbed-hd.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Election of Five (5) Board Members (Excluding Board Members Who Are Audit andSupervisory Committee Members)

At the time of the conclusion of this General Meeting, the terms of office of all five (5) Board Members (excluding
Board Members who are Audit and Supervisory Committee Members; hereafter the same shall apply in this
Proposal) will expire. Therefore, the Company proposes the election of five (5) Board Members.
Moreover, although this proposal has been considered by the Audit and Supervisory Committee, it has expressed its
opinion to the effect that it has no objections.
The candidates for Board Member are as follows:
No.
1
2
3

Kyosuke Kimura
Tomohiko Kimura
Izumi Sato

Name
Reelection
Reelection
Reelection

4

Toshiyuki Hatta

Reelection

5

Yosuke Kimura

Reelection

Position and responsibilities, etc. in the Company
Chairperson
President and Chief Executive Officer
Senior Managing Director
Member of the Board, General Manager of General Affairs
Department
Member of the Board, General Manager of Finance Department
and Information System Department

-3-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1979
Aug. 1979
Oct. 1982
Sept. 1987
Apr. 1991
Apr. 1997
Apr. 2009

1

2

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Member of the Board of Paramount Bed Co., LTD.
Member of the Board of the Company
Senior Managing Director of Paramount Bed Co., LTD.
Senior Executive Director of Paramount Bed Co., LTD.
Executive Vice President of Paramount Bed Co., LTD.
Kyosuke Kimura(September 20, 1950)
President and Chief Executive Officer of Paramount Bed
1,814,950 sharesCo., LTD.
Reelection
Feb. 2011
President and Chief Executive Officer of the Company
Apr. 2020
Chairperson of the Company (present position)
Apr. 2020
Chairperson of Paramount Bed Co., LTD. (present
position)[Significant concurrent position outside the Company]
Chairperson of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Kyosuke Kimura has been a Board Member and Representative Director of the Company and the subsidiaries of theGroup for many years and has engaged in the corporate management. The Company has selected him as a candidate
again based on his plentiful experience and achievements.
Apr. 2008
Joined Paramount Bed Co., LTD.
June 2010
Corporate Officer, Deputy Director of Business Strategy
Planning Division of Paramount Bed Co., LTD.
Apr. 2011
Corporate Officer, Director of Global Business Divisionof Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer of the Company
June 2014
Senior Corporate Officer of the Company
June 2015
Member of the Board of Paramount Bed Co., LTD.
Tomohiko Kimura
Apr. 2016
Senior Managing Director of Paramount Bed Co., LTD.
(July 17, 1977)
1,747,898 shares
June 2018
Senior Managing Director of the Company
Reelection
June 2019
Senior Executive Director of the Company
June 2019
Senior Executive Director of Paramount Bed Co., LTD.
Apr. 2020
President and Chief Executive Officer of the Company(present position)
Apr. 2020
President and Chief Executive Officer of Paramount Bed
Co., LTD. (present position)[Significant concurrent position outside the Company]
President and Chief Executive Officer of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Tomohiko Kimura has been primarily responsible for the Business Strategy Planning and Global Business Divisions. He
has worked as Senior Managing Director of Paramount Bed Co., LTD. from 2016, and has worked as Senior Managing
Director of the Company from 2018, as Senior Executive Director from 2019, and as President and Chief Executive
Officer from April 2020. The Company has selected him as a candidate again based on his plentiful experience andachievements in the Group.

-4-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1980
Apr. 20093

4

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Corporate Officer, Director of Sales Division of
Paramount Bed Co., LTD.
June 2010
Member of the Board, Director of Sales Division of
Paramount Bed Co., LTD.
Oct. 2011
Member of the Board of the Company
June 2013
Senior Managing Director of the Company
June 2013
Senior Managing Director, Director of Sales Division of
Izumi Sato
Paramount Bed Co., LTD.
(March 24, 1958)
12,654 shares
Apr. 2015
Senior Managing Director, General Manager ofCorporate Planning Department of the Company
Reelection
Apr. 2015
Senior Managing Director of Paramount Bed Co., LTD.
Oct. 2015
Senior Managing Director of the Company (present
position)
Apr. 2020
Senior Managing Director and Chief Strategy Officer ofParamount Bed Co., LTD. (present position)[Significant concurrent position outside the Company]
Senior Managing Director and Chief Strategy Officer of Paramount Bed
Co., LTD.
[Reasons for nomination as candidate for Board Member]
Izumi Sato has been primarily responsible for the Sales and Corporate Planning Divisions, and from 2010 he has
worked as a Board Member of Paramount Bed Co., LTD., from 2011 he has worked as a Board Member of theCompany and from 2013 he has worked as Senior Managing Director. The Company has selected him as a candidate
again based on his plentiful experience and achievements in the Group.
Apr. 1984
Joined Paramount Bed Co., LTD.
June 2011
Corporate Officer, General Manager of Human Resource
Department and Public and Investor Relations
Department of Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer, General Manager of Human Resource
Department and Public and Investor Relations
Department of the Company
June 2018
Corporate Officer, General Manager of General Affairs
Department and Human Resource Department of theCompany
Toshiyuki Hatta
June 2018
Corporate Officer, Executive Director of Administration(December 21, 1961)
Division of Paramount Bed Co., LTD.
3,200 shares
June 2019
Member of the Board, General Manager of General
Reelection
Affairs Department and Human Resource Department of
the Company
June 2019
Member of the Board, Executive Director of
Administration Division of Paramount Bed Co., LTD.
(present position)
July 2020
Member of the Board, General Manager of General
Affairs Department of the Company (present position)[Significant concurrent position outside the Company]
Member of the Board, Executive Director of Administration Division of
Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Toshiyuki Hatta has been primarily responsible for the Human Resource and Public and Investor Relations
Departments. He has worked as Corporate Officer of the Company and Paramount Bed Co., LTD. from 2011, and has
worked as a Board Member from 2019. The Company has selected him as a candidate again based on his plentiful
experience and achievements in the Group.

-5-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 2013
June 2015

5

Notes:

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Corporate Officer, Deputy Director of TechnicalEngineering Division of Paramount Bed Co., LTD.
Apr. 2017
Corporate Officer, Director of Technical Engineering
Division of Paramount Bed Co., LTD.
June 2017
Member of the Board, Director of Technical Engineering
Division of Paramount Bed Co., LTD.
Apr. 2018
Member of the Board, Executive Director of Financeand System Administration Division of Paramount Bed
Yosuke KimuraCo., LTD. (present position)(October 10, 1980)
738,678 shares
June 2019
Corporate Officer, General Manager of FinanceReelection
Department and Information System Department of theCompany
June 2020
Chief Financial Officer and Member of the Board,
General Manager of Finance Department andInformation System Department of the Company(present position)[Significant concurrent position outside the Company]
Member of the Board, Executive Director of Finance and System
Administration Division of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Board Member]
Yosuke Kimura has been primarily responsible for the Technical Engineering and Finance and System Administration
Divisions. He has worked as Corporate Officer and a Board Member of Paramount Bed Co., LTD. from 2015 and 2017,
respectively, and has worked as Corporate Officer and a Board Member of the Company from 2019 and 2020,
respectively. The Company has selected him as a candidate again based on his experience and achievements in theGroup.
1. There is no special interest between each of the candidates and the Company.
2. The Company implemented a two (2)-for-one (1) share split of its common shares, effective from April 1, 2021. The
number of the Company’s shares owned by the candidates for Board Member after the share split is stated.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers a certain amount of losses in cases where an insured bears expenses of litigation arising from the performance of
duties as a director or officer and pays an amount of indemnification or settlement money to a third party or company.
The insureds in the directors and officers liability insurance policy are Board Members and Corporate Officers of theCompany and its subsidiaries, and the premiums for all insureds are fully borne by the Company. If the reelection ofeach candidate is approved, each of them will continue to be included in the policy as an insured. The Company plans torenew the policy with the same details during their terms of office.

-6-

Proposal 2:

Determination of Remuneration to Grant Restricted Shares to Board Members (Excluding
Board Members Who Are Audit and Supervisory Committee Members and Outside Board
Members)

Remuneration, etc. paid to the Company’s Board Members (excluding Board Members who are Audit andSupervisory Committee Members) in the amount of not more than 500,000,000 yen per year (excluding employee
salaries of Board Members who concurrently serve as employees) was approved at the 34th Ordinary General
Meeting of Shareholders held on June 29, 2016. The Company hereby requests approval for the payment of new
remuneration intended to grant restricted shares to Board Members (excluding Board Members who are Audit andSupervisory Committee Members and Outside Board Members; the “Eligible Members”) separately from the
maximum amount of remuneration stated above in order to provide the Eligible Members an incentive tosustainably increase the Company’s corporate value and to further promote shared value between shareholders andthem.
The total amount of the monetary remuneration to be paid to the Eligible Members of the Company for the purposeof granting them restricted shares based on this proposal will be not more than 200,000,000 yen per year as an
amount that is deemed reasonable in light of the aforementioned purposes. The specific amount for each Eligible
Member and the time of payment, etc., shall be determined by resolution of the Board.
Currently, there are five (5) Board Members (excluding Board Members who are Audit and Supervisory Committee
Members). If Proposal 1 is approved and adopted as presented, there will continue to be five (5) Board Members(excluding Board Members who are Audit and Supervisory Committee Members).
Furthermore, the Eligible Members shall pay all monetary remuneration claims that arise under this proposal in theform of property contributed in kind, in accordance with the resolution of the Board of the Company, and shall, in
return, receive common shares of the Company that shall be issued or disposed of by the Company. The total
number of those common shares of the Company to be issued or disposed of shall be not more than 100,000 shares
per year (however, if, on or after the day on which this proposal is approved and adopted, the Company performs ashare split (including allotment of shares without contribution) or a reverse share split of its common shares, or any
other reason arises necessitating an adjustment to the total number of common shares of the Company to be issued
or disposed of as restricted shares, the relevant total number shall be reasonably adjusted). The amount to be paid inper share shall be determined by the Board based on the closing price of the Company’s common shares on theTokyo Stock Exchange on the business day immediately before each date of resolution by the Board (if there is no
closing price on such date, the closing price on the closest preceding trading day) within the extent that will not be
particularly advantageous to the Eligible Members. For such issuance or disposal of the common shares of theCompany, an agreement on allotment of restricted shares that includes the following details (the “Allotment
Agreement”) shall be entered into between the Company and each Eligible Member.
(1)

An Eligible Member shall not transfer, create a security interest on, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement (the “Allotted Shares”) during the period
between the date of issue of restricted shares and the date on which the Eligible Member loses the position of
the Company’s Board Member and Executive Director or any other position specified by the Board of theCompany (the “Restriction Period”) (the “transfer restrictions”).

(2)

If an Eligible Member loses any of the positions mentioned in (1) above before the expiration of the period
separately specified by the Board of the Company (the “Service Period”), the Company shall automaticallyacquire the Allotted Shares without contribution unless there is any reason the Board of the Company deems
justifiable.

(3)

The Company shall lift the transfer restrictions of all of the Allotted Shares upon expiration of the Restriction
Period, on the condition that the Eligible Member has remained in the position of the Company’s Board
Member and Executive Director or any other position specified by the Board of the Company throughout theService Period. However, if the Eligible Member loses any of the positions mentioned in (1) above before theexpiration of the Service Period due to the reason the Board of the Company deems justifiable, which isdesignated in (2) above, the Company shall rationally adjust the number of the Allotted Shares on which thetransfer restrictions are to be lifted, and the timing of lifting as needed.

-7-

(4)

The Company shall automatically acquire without contribution the Allotted Shares on which the transfer
restrictions have not been lifted at the expiration of the Restriction Period in accordance with the provision of(3) above.

(5)

If, during the Restriction Period, matters relating to a merger agreement in which the Company is thedisappearing company, a share exchange agreement or share transfer plan in which the Company becomes awholly owned subsidiary, or other reorganization, etc. are approved at the Company’s General Meeting of
Shareholders (or at a meeting of its Board in cases where approval at the Company’s General Meeting of
Shareholders is not required in relation to the reorganization, etc.), the Company shall lift the transfer
restrictions on the Allotted Shares with the number of shares that is reasonably determined prior to the date on
which the reorganization, etc. becomes effective, by resolution of the Board of the Company.

(6)

In cases specified in (5) above, the Company shall automatically acquire without contribution the Allotted
Shares on which the transfer restrictions have still not been lifted as of the time immediately after the transfer
restrictions were lifted in accordance with the provision of (5) above.

(7)

The method for expressing intentions and giving notifications in the Allotment Agreement, the method foramending the Allotment Agreement, and other matters to be determined by the Board shall be laid out in the
Allotment Agreement.

The Company established the basic policy pertaining to the details of remuneration, etc. for individual Board
Members at the meeting of the Board held on February 3, 2021, and changed the details at the meeting of the Board
held on May 13 of the same year. The grant of the Allotted Shares under this proposal is in line with the policy.
Even if this proposal is approved, the Company does not plan to change the policy. As stated above, the amount tobe paid in for the Allotted Shares shall be an amount within the extent that will not be particularly advantageous.
Given that the maximum number of the Allotted Shares to be granted under this proposal accounts for 0.16 percentof the total number of shares issued (1.61 percent of the total number of shares issued if the maximum number ofthe Allotted Shares are granted over ten (10) years), which means the rate of dilution is low, the Company has
determined that the grant of the Allotted Shares is reasonable.
Moreover, although this proposal has been considered by the Audit and Supervisory Committee, it has expressed its
opinion to the effect that it has no objections.

-8-