[Translation for Reference and Convenience Purposes Only]
Please note that the following is an unofficial English translation and summary of Japanese
Notice of Convocation of the 43rd Ordinary Shareholders’ Meeting of Japan Asia Investment
Co., Ltd. The Company provides this translation for your reference and convenience purposes
only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail.
Securities Code: 8518
Date of dispatch: June 10, 2024
Commencement date of electronic provision measures: June 5, 2024
To Shareholders with Voting Rights:
Tetsuro Shimomura
President and CEO

Japan Asia Investment Co., Ltd.
3-2-4 Kudan-kita, Chiyoda-ku, Tokyo,Japan

Notice of Convocation of the 43rd Ordinary Shareholders’ Meeting
You are hereby informed that the 43rd ordinary shareholders’ meeting of Japan Asia Investment
Co., Ltd. (the “Company”) will be held as described below.
Please review the Reference Documents for the Shareholders’ Meeting hereinafter describedand exercise your voting rights. If you are unable to attend the meeting, you can exercise yourvoting rights via the Internet or in writing.
When you exercise your voting rights via the Internet, please refer to “Procedure for Exercising
Voting Rights via the internet” on page 4 and exercise your voting rights before 5:20 p.m., on Tuesday,June 25, 2024. When you exercise your voting rights in writing, please indicate your approval ordisapproval on the enclosed Voting Rights Exercise Form herewith and return it by mail so that it
arrives no later than 5:20 p.m., on Tuesday, June 25, 2024.
1. Date and Time:

1:30 p. m., Wednesday, June 26, 2024

2. Place:

Automobile Kaikan Building 2nd Floor, Large Conference Room
4-8-13 Kudanminami, Chiyoda-ku, Tokyo, 102-0074, Japan

3. Agenda of the Meeting:
Matters to be reported:

1. Business Report, Consolidated Financial Statements, and Results ofAudits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee for the 43rd Fiscal
Term (from April 1, 2023 to March 31, 2024)
2. Financial Statements for the 43rd Fiscal Term (from April 1, 2023 toMarch 31, 2024)

Proposal to be resolved:
Proposal: Election of Four (4) Directors (Excluding Directors Who Are Members of the Auditand Supervisory Committee)

1[Translation for Reference and Convenience Purposes Only]
4. Items that have been determined upon this convocation

1) If you exercise your voting rights in writing and do not indicate your approval or disapproval on
the Voting Rights Exercise Form, it is deemed that you indicate your approval.

2) If you exercise your voting rights multiple times via the Internet, the most recent vote shall bedeemed valid.

3) If you exercise your voting rights both via the Internet and in writing, the vote via the Internet
shall be deemed valid.

When convening this shareholders’ meeting, the Company provides Reference Documents and otherinformation (matters to be provided in electronic format) for this ordinary shareholders’ meeting inelectronic format and posts them on the following websites (in Japanese only). Please access one of
the websites and check the information.
The Company’s website: https://www.jaic-vc.co.jp/* Please access the Company's website above and select "Materials for the 43rd Ordinary
Shareholders’ Meeting".
Shareholders’ meeting material website: https://d.sokai.jp/8518/teiji/
JPX website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show* Please access the JPX website above, and search for the information by entering "Japan Asia
Investment" in the "Issue name (company name)" or "8518" in the "Code", select "Basic information"and select "Documents for public inspection/PR Information" link.
Please check the " Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting" column in the "Filed information available for public inspection".
* If you attend the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk on arrival at the meeting.
*In the event of any amendment to the matters provided in electronic format, the Company will
announce the amendment and post the amended version on each of above website.
* In accordance with the enforcement of the electronic provision system, the Company considered
posting materials for the Shareholders' Meeting on the Company's website and delivering only asimple convocation notice to shareholders. However the Company delivers a document stating thematters to be provided in electronic format at this shareholders’ meeting, regardless of whether or
not a request for delivery of documents in paper-based format. In the future, the Company willconsider how to deliver the information to shareholders, considering the spread of the electronic
provision system. In accordance with the relevant laws and regulations and the provisions of Article
16 of the Article of Incorporation of the Company, the following matters are not stated in documents
delivered to shareholders.
1) Matters Regarding the Company’s Stock Acquisition Rights
2) The Systems to Ensure Properness of the Company’s Businesses2[Translation for Reference and Convenience Purposes Only]3) The operation status of “The Systems to Ensure Properness of the Company’s Businesses”
4) Notes to Consolidated Financial Statements
5) Notes to Non-Consolidated Financial Statements
Of the above, 1), 2) and 3) are audited by the Audit and Supervisory Committee as a part ofBusiness Report with each material provided in this document.
Of the above, 4) and 5) are audited by the accounting auditor and the Audit and Supervisory
Committee as a part of the Consolidated Financial Statements and Non-Consolidated Financial
Statements with each material provided in this document.
* The outcomes of resolutions of this shareholders’ meeting will be posted on the Company’s website
after the close of the meeting.
* In the event of any major alterations to the operation of the Shareholders’ Meeting, the Company will
announce the details on the Company’s website.

3[Translation for Reference and Convenience Purposes Only][Procedures for Exercising Voting Rights]<Procedure for Exercising Voting Rights via the Internet>
If exercising voting rights via the Internet, please review the following and exercise your voting rights
accordingly.
(1) Web Site for Exercising Voting Rights

1) Voting rights may be exercised over the Internet via personal computer or smartphone only byaccessing the Web Site the Company has designated for exercising voting rights(https://evote.tr.mufg.jp/). However, access to the Web Site is not available between 2:30
a.m. and 4:30 a.m. Japan local time every day.

2) Depending on the Internet connectivity environment and mobile devices, some shareholders
may not be able to exercise their voting rights via a personal computer or smartphone.
(2) Method of Exercising Voting Rights via the Internet

1) Use the login ID and temporary password that are shown in the voting form on the Web Sitefor exercising voting rights (https://evote.tr.mufg.jp/) and follow the directions on thescreen to enter your approval or disapproval of the proposals.

2) Each notice of convocation for the Shareholders’ Meeting will contain a new login ID andtemporary password.
(3) Handling of Cases Involving the Overlapping Exercise of Voting Rights

1) If voting rights are exercised both via the Internet and by mail, the vote via the Internet shallprevail.

2) If voting rights are exercised multiple times via the Internet, the most recent vote shall prevail.
In the event of the overlapping exercise of voting rights via personal computer andsmartphone, the most recent vote shall prevail.
(4) Fees Arising from Accessing the Site for Exercising Voting Rights
Any fees that arise from accessing the site for exercising voting rights (e.g., internet connection
charges etc.) shall be borne by the shareholder.
(5) Electronic Voting Platform
Institutional investors can use the Electronic Voting Platform operated by ICJ Co., Ltd.
For Questions Concerning Systems and Other Matters:
Mitsubishi UFJ Trust & Banking Co., Ltd.
Securities Agent Division (Help Desk)
Tel.: 0120-173-027 (toll-free)
Hours of Operation: 9 a.m.–9 p.m. Japan local time4[Translation for Reference and Convenience Purposes Only]

Reference Documents for the Shareholders’ Meeting
Proposal: Election of Four (4) Directors (Excluding Directors Who Are Members of the Auditand Supervisory Committee)
The term of office of all the two (2) directors (excluding directors who are members of the Audit andSupervisory Committee; the same applies hereafter in this Proposal) will expire on conclusion of thecoming ordinary shareholders’ meeting. Accordingly, the Company proposes to elect four (4) directors.
To strongly promote the revitalization of the Company's business, we will renew the directors otherthan the Audit and Supervisory Committee members. We will nominate a representative director
candidate who is familiar with investment business. In addition, we will nominate candidates for theBoard of Directors who are qualified to formulate business, financial, and organizational strategies, aswell as to supervise investment activities.
Furthermore, at the board of directors meeting held on May 24, 2024, the Company resolved to issue
new shares through third-party allotment to Governance Partners ASIA investment limited partnership,of which Governance Partners Co., Ltd. is the general partner. Mr. Shun Maruyama, a candidate fordirectors, is the representative director of Governance Partners Co., Ltd. The issuance of such newshares is conditional on his election as a director of the Company at this general meeting.
This proposal has been considered by the Audit and Supervisory Committee and it has no objection tothe election. Remuneration, etc. for directors who were not members of the Audit and Supervisory
Committee in the 43rd Fiscal Term (from April 1, 2023 to March 31, 2024) has also been consideredby the Audit and Supervisory Committee and it has no objection to the remuneration level andstructure.

5

[Translation for Reference and Convenience Purposes Only]
The candidates for directors are as follows:
Candidate
NumberName

Current Positions in
the Company

Attribute ofCandidate

Attendance atMeetings of theBoard of Directors

1

Shun Maruyama

Advisor<Newly appointed>-<Newly appointed>-<Newly appointed>-<Newly appointed>-

2Tokuhito Hashi

3

Kenji Kishimoto

4

Kazuhiro Kawauchi

Senior Managing
Executive Officer incharge of SpecialMissionRepresentative
Director of Asian
Market Planning Co.,Ltd.
Senior Executive
Officer in charge ofAdministration Group
Representative
Director of JAIC
Business ServiceCo., Ltd.

-6

[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 2001

July 2006<Newly appointed >Shun Maruyama(April 18, 1978)
1

July 2011
November 2016
December 2017

Attendance at

March 2024

Joined Sanwa Research Institute,
Inc. (currently Mitsubishi UFJ
Research & ConsultingCorporation), Economist
Joined Credit Suisse First Boston
Securities Company (currently UBSGroup AG), Strategist
Joined BNP Paribas Securities Co.,
Ltd., Chief Strategist of Japan
Equities
Governance Partners Co., Ltd.
Representative Director (to present)
Joined Japan Post Capital Co., Ltd.,Managing Director
Advisor of the Company (JAIC) (topresent)

Numberof Sharesof theCompany
Held- shares

Meetings of theBoard of Directors:-Significant Concurrent Positions
Representative Director ofGovernance Partners Co., Ltd.

Reason for nomination as candidate for director
Based on his background, Mr. Shun Maruyama has a wide range of knowledge and experience in theinvestment business, and he is expected to lead the revitalization and sustainable growth of the Company
through a new business strategy.
Governance Partners Co., Ltd., of which Mr. Shun Maruyama is the representative director, is the generalpartner of the investment limited partnership Governance Partners Management Fund, which is thelargest shareholder of the Company. Therefore, he is also expected to contribute to the enhancement of
the Company's corporate value and shareholder value from the perspective of shareholders.
If he will be elected as a director, he will assume the position of representative director of the Company,
subject to a resolution by the Board of Directors after the conclusion of the Annual General Meeting.

7

[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 1981
August 2000
June 2007
April 2013
December 2013
April 2017

<Newly appointed >Tokuhito Hashi(September 4, 1957)
2

July 2021
April 2023

December 2023
February 2024
Attendance atMeetings of theBoard of Directors:-Joined the Bank of Tokyo, Ltd.
(currently MUFG Bank, Ltd.)
Joined Vision Capital Corporation
Joined Palace Capital Co., Ltd.
President & CEO of the company
Director of Asian Market PlanningCo., Ltd.
Joined the Company (JAIC),
Executive Officer in charge ofBusiness Development Group ofthe Company
Senior Executive Officer deputycharge of Business Development
Group of the Company
Senior Executive Officer in chargeof Business Solution Group anddeputy charge of BusinessDevelopment Group of theCompany
Senior Managing Executive Officerin charge of Special Mission of theCompany (to present)
Representative Director of Asian
Market Planning Co., Ltd. (topresent)

Numberof Sharesof theCompany
Held- shares

Significant Concurrent Positions
Representative Director of Asian
Market Planning Co., Ltd.

Reason for nomination as candidate for director
Mr. Tokuhito Hashi has a lot of experience in buyout investments, and has knowledge and experience incorporate organizational management through PMI (Post Merger Integration: a series of processes thatare conducted after the completion of an M&A with the aim of maximizing the impact of integration). We
expect him to embody initiatives for the revitalization and sustainable growth of the Company under thenew business strategy, and we also expect him to support the Representative Director.

8[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 1993

<Newly appointed >Kenji Kishimoto(December 2, 1969)

November 2005
June 2012

April 2013

3May 2015
Attendance atApril 2016

Meetings of theBoard of Directors:-August 2023

Joined Daiwa Bank, Ltd. (currentlyResona Bank, Inc.)
Joined the Company (JAIC)
Deputy General Manager,
Corporate Planning &Administration Department of theCompany
Representative Director of JAIC
Business Service Co., Ltd. (topresent)
Senior Director, Administration
Group of the Company
Executive Officer in charge ofAdministration Group of theCompany
Senior Executive Officer in chargeof Administration Group of theCompany (to present)

Numberof Sharesof theCompany
Held

3,900
sharesReason for nomination as candidate for director
As the Executive Officer in charge of Administration Group, Mr. Kenji Kishimoto has experience informulating and implementing the Company's revitalization plan and negotiating with financial institutions
over the years. We expect him to use his experience to formulate and execute financial and organizational
strategies and supervise business execution (investment activities).

9[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 1986
July 1991
April 2015
December 2017

<Newly appointed >Kazuhiro Kawauchi(May 8, 1962)

February 2020
June 2020
December 2020
January 2022

4

January 2023

March 2023
May 2024

Attendance at
Meetings of theBoard of Directors:-Numberof Sharesof theCompany
Held

Joined Kyowa Hakko Kirin Co., Ltd.
(currently Kyowa Kirin Co., Ltd.)
Head office Bio-Products Division ofthe company
Deputy Director, Corporate
Planning and Strategy Departmentof the company
Joined GNI Group Ltd., Head ofBusiness Planning Department
Joined Bloom Technology Corp.
Joined Napajen Pharm. Inc., Headof Business Development
Joined Symbio Pharmaceutical Ltd.,
Head of Business Development
Joined Knowledge Palette, Inc., incharge of Business Development
Re-joined GNI Group Ltd.,
Executive Officer & CBDO (Chief
Business Development Officer) (topresent)
Director of MICREN HealthcareCo., Ltd. (to present)
Advisor of Governance Partners
Co., Ltd. (to present)- sharesSignificant Concurrent Positions
Executive Officer & CBDO of GNI
Group Ltd.
Director of MICREN HealthcareCo., Ltd.
Advisor of Governance Partners
Co., Ltd.

Reason for nomination as candidate for director
In addition to being an advisor of Governance Partners Co., Ltd., Mr. Kazuhiro Kawauchi has a lot ofexperience in the the biotechnology (drug discovery) and is currently Executive Officer & CBDO of GNI
Group Ltd. We expect him to use his experience to explore our business opportunities and formulate ourbusiness strategy from a professional perspective, not only in the biotechnology (drug discovery) but alsoin the healthcare field widely.
Notes:
1. Mr. Shun Maruyama is the representative director of Governance Partners Co., Ltd., which operates a businesslike the Company. Therefore, there is a cooperative relationship between Governance Partners Co., Ltd. andthe Company in terms of investment and support for investees.
2. There is no special interest relationship between the candidates other than Mr. Shun Maruyama and theCompany.
3. The Company entered a Directors and Officers Liability Insurance Contract as prescribed in Article 430-3(1) of
the Companies Act with an insurance company. The outline of the contents of the insurance contract is that theinsurance company covers damages that may arise from the insured being liable for the performance of his or
her duties or receiving a claim for the pursuit of such liability. The scope of insured persons under said
insurance contracts is the Company's directors, directors and corporate auditors of the Company's subsidiaries,
and persons dispatched by the Company as outside officers of companies other than the subsidiaries (including10

[Translation for Reference and Convenience Purposes Only]
those who held office during the current fiscal year), and the insured persons are not responsible for insurancepremiums. If the election of the director candidates is approved and they assume office, they will be included inthe insureds of the said insurance contract. The said insurance contract is planned to be renewed with thesame details at the next renewal.

(End)

11

[Translation for Reference and Convenience Purposes Only](Reference) Skillset Matrix of the Board of Directors
After the approval of the agenda and the resolution of the Board of Directors after the conclusion of the General
Meeting, the gender, attributes, expertise, and experience of the Company's directors will be as follows.
Position / Name/ Gender

Attribute

Expertise/Experiences

Corporatemanagement /Management
strategy

Sales /
MarketingInternational
work
experience /Overseas
workexperience

Representative
Director,
President CEO
Shun
Maruyama[Male]○○○○

Board Director,
SeniorManaging
Executive
Officer COO
Tokuhito
Hashi[Male]○○○○

Board Director,
Managing
Executive
Officer CFO
Kenji
Kishimoto[Male]

Personnel /Labor /Humanresourcesdevelopment○

Board Director,
Executive
Officer
Kazuhiro
Kawauchi[Male]○○

Board Director
Chair of Audit& Supervisory
CommitteeKazunori
Omori[Male]○○

Board Director
Member of
Audit &Supervisory
Committee
Harumi
Katagiri[Female]Outside/Independent

Board Director
Member of
Audit &Supervisory
Committee
Ken Kudo[Male]

Outside/Independent

Finance /Financing

Accounting○

Law / Risk
management

○

○

○

○

12

[Translation for Reference and Convenience Purposes Only]
In addition, the gender, attributes, expertise, and experience of the Company's executive officers otherthan those listed above as of June 26, 2024 are as follows.
Position / Name/ GenderManaging
Executive
Officer CIO
Masafumi
Hatta[Male]Executive
Officer
MiyukiMaruyama[Female]Executive
Officer
Vice CIO
Shigenori Ishio[Male]
Executive
Officer
Hiromichi
Shibata[Male]

Attribute

Expertise/Experiences

Corporate
management /Management
strategy

Sales /
Marketing○○International
work
experience /Overseas
workexperience

Personnel /Labor /
Human
resourcesdevelopment

Finance /Financing

Accounting○○○○○○(End)13

Law / Risk
management