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 9788
June 9, 2022
To All Shareholders:
Kan Yoshimura, President
NAC CO., LTD.
1-25-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

Notice of Convocation of the 51st Annual General Meeting of Shareholders
We are pleased to inform you that the 51st Annual General Meeting of Shareholders of the NAC CO., LTD. will beheld as follows:
Since voting rights can be exercised in writing or via the Internet, please review the reference documents for
the General Meeting of Shareholders below and exercise your voting rights by no later than 5:30 p.m. on
Tuesday, June 28, 2022.
1. Date and time:
2. Venue:

10:00 a.m., Wednesday, June 29, 2022 (Reception starts at 9:00 a.m.)Eminence Hall, 5th floor, South Tower, Keio Plaza Hotel Tokyo
2-2-1 Nishi-Shinjuku, Shinjuku-Ku, Tokyo

3. Agenda:
Reports:
1. Business Report, Consolidated Financial Statements, and reports by the Financial Auditor and the Audit &Supervisory Board on the audit results of Consolidated Financial Statements for the 51st fiscal year (fromApril 1, 2021 to March 31, 2022).
2. Non-consolidated Financial Statements for the 51st fiscal year (from April 1, 2021 to March 31, 2022).
Resolutions:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Payment of Bonuses to Officers
Proposal No. 3
Amendment to the Articles of Incorporation
Proposal No. 4
Election of Three Directors
Proposal No. 5
Election of One Audit & Supervisory Board Member-1-[Notes]- If attending the meeting in person, please complete and submit the enclosed voting form at the reception desk of the venue. Inaddition, the exercising of voting rights by proxy is permitted only when another shareholder who has voting rights is delegatedas proxy. In this case, it is necessary to submit written proof of their right of proxy.
- Amendments to the reference documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements, and Non-consolidated Financial Statements will be posted on the Company’s website.
- Among the documents to be provided at the time of this convocation notice, the “Consolidated Statements of Changes inShareholders’ Equity” and the “Notes to Consolidated Financial Statements” as well as the “Non-Consolidated Statements ofChanges in Shareholders’ Equity” and the “Notes to Non-consolidated Financial Statements” are posted on the Company’s website
in accordance with laws and regulations and Article 15 of the Articles of Incorporation. As a result, they are not described in thedocuments provided on the matters to be reported.
- Internet disclosures are part of the documents audited by Audit & Supervisory Board Members and Financial Auditor.
[COVID-19 countermeasures at the venue of the General Meeting of Shareholders]- If you attend the venue in person, you are asked to put on a mask and take other measures to prevent infection.
- Please be aware that, depending on the situation, Directors and Audit & Supervisory Board Members of the Company may wear
masks while making their reports or during the Q&A session at the General Meeting of Shareholders.
- The staff operating the venue will thoroughly check their own physical condition on the day, and wear masks.
- Alcohol-based disinfectants will be distributed around the venue, and we ask that attendees use them to disinfect their hands.
- In order to minimize the risk of infection, we will increase the spacing between shareholder seats.
- During the Q&A session, the microphone will be cleaned with an alcohol-based disinfectant for each person asking questions.
- The temperature of every shareholder will be taken as they enter the venue for the General Meeting of Shareholders.
Shareholders whose body temperature reads 37.5°C or higher, or shareholders who appear to be unwell, will be addressedby staff of the Company and measures to prevent infection (such as refusing the person in question entry to the venue, orinstructing them to leave the venue) may be taken. Your understanding in this matter is appreciated.
Going forward, in the event of important changes to the way this General Meeting of Shareholders is operated, details will be postedon the Company website.

Company website: https://www.nacoo.com/-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The year-end dividend for the 51st fiscal year is based on a consolidated dividend to net assets ratio within 4%(annually) and a dividend payout ratio within 100%.
(1)Type of dividend property
Cash

(2)

Allotment of dividend property and their aggregate amount¥29 per common share of the Company
Total dividends: ¥654,727,606(3)Effective date of dividends of surplus
June 30, 2022

-3-Proposal No. 2

Payment of Bonuses to Officers

The Company intends to provide bonuses to officers totaling ¥17 million, which is 1% of net income attributable toowners of the parent for the 51st fiscal year (¥15 million for Directors including ¥2 million for outside Directors, and¥2 million for Audit & Supervisory Board Members including ¥1 million for outside Audit & Supervisory BoardMembers) to a total of 13 officers, comprising nine Directors (including four outside Directors) and three Audit &Supervisory Board Members (including three outside Audit & Supervisory Board Members) as of the end of thefiscal year under review, taking into account the business performance of the 51st fiscal year.
This proposal was approved by the Board of Directors after deliberations by the Nomination and Remuneration
Advisory Committee, which consists of a total of five members, including four independent outside Directors andone independent outside Audit & Supervisory Board Member, and the details of this proposal are judged to beappropriate.
The Company would like to have the amount paid to each officer determined by the Board of Directors and Audit &Supervisory Board, respectively for the Directors and the Audit & Supervisory Board Members.

-4-

Proposal No. 3

Amendment to the Articles of Incorporation

1. Reasons for the Amendment
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for theintroduction of the system for providing informational materials for the General Meeting of Shareholders inelectronic format.
(1) Article 15, paragraph 1 in proposed amendments below will stipulate that the Company shall take measuresfor providing information that constitutes the content of reference documents for the General Meeting ofShareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in proposed amendments below will establish the provision to limit the scope of theitems to be stated in the paper-based documents to be delivered to shareholders who requested the delivery ofpaper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required,
they will be deleted.
(4) Accompanying the aforementioned new establishment and deletion, supplementary provisions regarding theeffective date, etc. will be established.
2. Details of the Amendment
The details of the amendment are as follows.
(Underlined text denotes amended sections.)
Proposed amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, Etc.)
Article 15
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 Meetingof Shareholders, 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.

-5-(Deleted)Current Articles of Incorporation
(New)

(New)

Proposed amendments(Measures for Providing Information in Electronic Format, Etc.)
Article 15
1. 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.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by theMinistry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paper-based documents by the record date ofvoting rights.
Supplementary Provisions
1. The deletion of Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the current Articles of Incorporationand the addition of the new Article 15 (Measures forProviding Information in Electronic Format, Etc.) shall beeffective from September 1, 2022, the date of enforcement ofthe revised provisions provided for in the proviso to Article 1of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,Article 15 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting ofShareholders, Etc.) of the pre-amended Articles ofIncorporation shall remain effective in regard to any General
Meeting of Shareholders held on a date within six months
from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the General
Meeting of Shareholders in the preceding paragraph,
whichever is later.

-6-

Proposal No. 4

Election of Three Directors

The term of office of three Directors including Hironari Kawakami, Yuichiro Koiso, and Kazuyoshi Wakimoto, will
expire at the conclusion of this General Meeting of Shareholders. In that regard, the Company proposes the electionof three Directors to be reappointed to further enhance the management system of the Company. Moreover, thisproposal was considered by the Nomination and Remuneration Advisory Committee, which reported that there wereno particular matters that needed to be raised.
The candidates for Director are as follows:
Number of theCareer summary, and position and responsibility
Company’s sharesin the Companyowned(Significant concurrent positions outside the Company)
Jun. 2012
Joined the Company
Apr. 2013
Senior Executive Officer, General Manager of
Administrative Division of Business SupportCompanyApr. 2014
Managing Executive Officer
Jun. 2014
Director (current position)
Apr. 2016
General Manager of Business Support Division
Hironari Kawakami(current position)(October 28, 1965)
Feb. 2021
Representative of Beauty and Health BusinessCompany (current position)
Reelection
Jun. 2021
Representative of Housing Sales Business
24,173Company (current position)
Tenure as DirectorJul.
2021
SeniorManaging
ExecutiveOfficer(current8 years
position)
Attendance at Board of[Significant concurrent positions outside the Company]
Directors meetings
President and Representative Director of JIMOS Co., Ltd.
13/13
President and Representative Director of NAC life partners Co.,Ltd.
Director of J-wood Co., Ltd.
Director of KDI CORPORATION
Director of Good Life Business Support Inc.
Director of TOREMY Co., Ltd.
Audit & Supervisory Board Member of ACE HOME Co., Ltd.
Reasons for nomination as candidate for Director
Hironari Kawakami has fulfilled his duties in supervising management as the person responsible for the Corporate
Division, and has strived to strengthen the management structure of the Group as a whole, as well as promoting
financial and other strategies. By leveraging this highly specialized knowledge and experience on the management ofthe Company, we believe he is capable of continuing to strengthen the management structure of the Company, and of
executing his duties as a Director and making appropriate decisions with regard to important matters in overallmanagement. Therefore, the Company requests that he be elected as a Director.
1. There is no special interest between the candidate for Director and the Company.
2. The number of shares owned is as of March 31, 2022. In addition, the number of shares owned includes the portion heowns in the NAC Officer Stock Ownership Plan.

Candidate
No.

1Notes:Name(Date of birth)-7-Number of theCareer summary, and position and responsibility
Company’s sharesin the Companyowned(Significant concurrent positions outside the Company)
Jan. 2013
Joined the Company
Yuichiro Koiso
Apr. 2013
Managing Executive Officer, General Manager(April 12, 1959)of CreCla Business Division of Delivery
Business Company
Reelection
Apr. 2014
Representative of CreCla Business Company(current position)
11,226
Tenure as Director
Jun. 2014
Director (current position)
8 years
Jul. 2021
Senior Managing Executive Officer (currentAttendance at Board ofposition)
Directors meetings[Significant concurrent positions outside the Company]
13/13
President and Representative Director of ACC Co., Ltd.
Reasons for nomination as candidate for Director
Yuichiro Koiso has made a number of important contributions to strengthening the business foundations of the CreClaBusiness, improving performance through such measures as directing the operation of affiliated stores and managementof sales. Based on his abundant experience and track record, he can make appropriate decisions and supervise theexecution of duties on important matters in overall management as a Director, and he can be expected to contribute to
the growth and value enhancement of the Group. Therefore, the Company requests that he be elected as a Director.
1. There is no special interest between the candidate for Director and the Company.
2. The number of shares owned is as of March 31, 2022. In addition, the number of shares owned includes the portion heowns in the NAC Officer Stock Ownership Plan.

CandidateNo.

2

Notes:

Name(Date of birth)-8-Number of theCareer summary, and position and responsibility
Company’s sharesin the Companyowned(Significant concurrent positions outside the Company)
Apr. 1984
Joined the Company
Apr. 2010
Executive Officer, Head of the Operations
Office, Operations Department, CreCla
Kazuyoshi WakimotoBusiness Division(July 12, 1961)
Jan. 2011
Deputy General Manager, Rental Business
Division
Reelection
Apr. 2012
General Manager of With Business
13,406
Apr. 2016
Senior Executive Officer, Representative ofTenure as Director
Rental Business Company (current position)
6 years
Jun. 2016
Director (current position)
Attendance at Board ofJul.
2019
Managing Executive Officer (current position)
Directors meetings[Significantconcurrentpositions outside the Company]
13/13
President and Representative Director of Good Life BusinessSupport Inc.
Director of Earnest Co., Ltd.
Reasons for nomination as candidate for Director
Since joining the Company in April 1984, Kazuyoshi Wakimoto has contributed to its expansion through the Rental
Business and the CreCla Business, and as its Representative he has led the core business of Rental Business Company
since April 2016, and helped enhance corporate value. The Company judges that he is an appropriate person to drive thefurther growth and development of the Company, and therefore requests that he be elected as a Director.
1. There is no special interest between the candidate for Director and the Company.
2. The number of shares owned is as of March 31, 2022. In addition, the number of shares owned includes the portion heowns in the NAC Officer Stock Ownership Plan.

CandidateNo.

3Notes:Name(Date of birth)-9-Proposal No. 5

Election of One Audit & Supervisory Board Member

The term of office of Toru Owada will expire at the conclusion of this General Meeting of Shareholders. In thatregard, the Company proposes the election of one Audit & Supervisory Board Member to be reappointed to further
enhance the management system of the Company.
Moreover, this proposal was considered by the Nomination and Remuneration Advisory Committee, which reported
that there were no particular matters that needed to be raised. In addition, the consent of the Audit & Supervisory
Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Members is as follows:
Name(Date of birth)

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

Joined SHIMIZU CORPORATIONIn charge of Planning management Department,
Tokyo Metropolitan Area Business Headquarters
Jun.
2002
In
charge of Bangkok Sales Office (Overseas
ReelectionBranch)
OutsideJan. 2008
Joined Fukuda Tax Office
IndependentAug. 2009
Joined YCA Tax OfficeTenure as Director
Dec. 2012
Joined Nishi Akira Tax Office
4 years
Jun. 2017
Representative Partner of Ai Tax Firm
Attendance at Board of Directors Jun. 2018
Audit & Supervisory Board Member of themeetings
Company (current position)
13/13
Mar. 2020
Representative of Toru Owada Tax Office (currentAttendance at Audit & Supervisory
position)
Board meetings[Significant concurrent positions outside the Company]
7/7
Representative of Toru Owada Tax Office
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Due to his extensive experience as a tax accountant, Toru Owada not only has plentiful insights into corporate management based on
his knowledge of the field of taxation but has also provided appropriate advice and supervision to the Company. Based on this theCompany judges that he will execute his duties as outside Audit & Supervisory Board Member appropriately, and again nominatedhim as a candidate for outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. Toru Owada is a candidate for outside Audit & Supervisory Board Member.
3. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with ToruOwada to limit liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability shall be the amount stipulated by law. If the appointment of Toru Owada is approved at this meeting, the Companyplans to renew said agreement with Toru Owada.
4. The Company has submitted notification to Tokyo Stock Exchange that Toru Owada has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Mr. Owada is approved, theCompany plans for his designation as an independent officer to continue.
Toru Owada(March 8, 1974)

Apr. 1996
Nov. 2000

Number of theCompany’s shares
owned- 10 -