[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 39th 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
June 8, 2020
To Shareholders with Voting Rights:
Tetsuro Shimomura
President and CEO

Japan Asia Investment Co., Ltd.
11 Kandanishiki-cho 3-chome,
Chiyoda-ku, Tokyo, Japan

Notice of Convocation of the 39th Ordinary Shareholders’ Meeting
You are cordially invited to attend the 39th ordinary shareholders’ meeting of Japan Asia Investment
Co., Ltd. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via
the Internet. Please review the Reference Documents for the Shareholders’ Meeting hereinafter
described, and exercise your voting rights.
Please indicate your approval or disapproval on the enclosed Voting Rights Exercise Form herewith
and return it by mail that ensures that it arrives no later than 5:20 p.m., on Thursday, June 25, 2020, or
exercise your voting rights via Company’s designated site (https:// evote.tr.mufg.jp/) before 5:20 p.m.,on Thursday, June 25, 2020.
1. Date and Time:

1:30 p.m., Friday, June 26, 2020

2. Place:

Bellesalle Kudan, Sumitomo Fudosan Kudan building 3F
1-8-10 Kudan-kita, Chiyoda-ku, Tokyo, 102-0073, Japan

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

1. Business Report, Consolidated Financial Statements, and Results of
Audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee for the 39th Fiscal
Term (from April 1, 2019 to March 31, 2020)
2. Financial Statements for the 39th Fiscal Term (from April 1, 2019 toMarch 31, 2020)

Proposal to be resolved:
Proposal No.1: Election of Three (3) Directors (Excluding Directors Who Are Members of
the Audit and Supervisory Committee)
Proposal No.2: Election of One (1) Substitute Director Who Is Member of the Audit andSupervisory Committee
4. Items that have been determined upon this convocation
Please refer to the [Procedures for Exercising Voting Rights] in page 3.

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[Translation for Reference and Convenience Purposes Only]* For those attendees, please present the enclosed Voting Rights Exercise Form at the reception desk
on arrival at the meeting.
*Pursuant to the provisions of applicable laws and regulations and Article 16 of the Articles ofIncorporation of the Company, the following materials are not provided in this document but they
have been posted on the Company’s website.
Note that the following materials are audited by the accounting auditor and Audit and Supervisory
Committee as a part of the Consolidated Financial Statements and Non-Consolidated Financial
Statements with each material provided in this document.
1) Notes to Consolidated Financial Statements
2) Notes to Non-Consolidated Financial Statements* When necessary, the Company will make corrections in the documents attached to Business Report,
Consolidated Financial Statements, Financial Statements and the Reference Documents for the
Shareholders’ Meeting, and announce those corrections on the Company’s website.
* The outcomes of resolutions of the coming ordinary shareholders’ meeting will be posted on the
Company’s website after the close of the meeting.
* The Company’s website is (https://www.jaic-vc.co.jp/).
Notice concerning precautionary measures against coronavirus disease (COVID-19)
If you wish to attend the Shareholders’ Meeting in person, we ask you to check the status of thecoronavirus epidemic and your own health condition before attending, and take precautionary
measures including wearing a face mask to protect yourself and others from the disease. Please also
consider the option of exercising your voting rights at the Shareholders’ Meeting in writing or via theInternet instead of attending in person.
In the event of any major alterations to the operation of the Shareholders’ Meeting due to changes incircumstances, an announcement will be made on the Company’s website.
Other notices
The following information will not be sent by mail but posted on the Company’s website.
・Notice of Resolution of the 39th Ordinary Shareholders’ Meeting
・Summary of Q & A session at the 39th Ordinary Shareholders’ Meeting (in Japanese only)・Semi-annual newsletter for shareholders (in Japanese only. The newsletter will be expanded toinclude more information and posted on our website in late November 2020.)

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[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, smartphone or mobile
phone (i-mode, EZweb or Yahoo! Mobile)* only by accessing 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 a.m. and 5 a.m. Japan local time every day.
*“i-mode,” “EZweb” ,“Yahoo!” and “Yahoo! Mobile” are registered trademarks of NTT DoCoMo,
Inc., KDDI CORPORATION, Yahoo! Inc. (U.S.A.) and SoftBank Corp., respectively.
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, smartphone or mobile
phone.
(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 site
for exercising voting rights (https:// evote.tr.mufg.jp/), and follow the directions on thescreen to enter your approval or disapproval of the proposals.
2) To prevent illegal access by persons other than shareholders (impersonation) and to preventthe exercise of voting rights from falsification, shareholders who use the site for exercising
voting rights should change their temporary password upon entering the site.
3) 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) In the event that voting rights are exercised both by mail and via the Internet, the vote via theInternet shall prevail.
2) In the event that 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, smartphone and mobile phone, 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, telephone charges) shall be borne by the shareholder. If using a mobile phone, any
necessary packet transmission charges or other costs involved in use of the phone shall be borneby 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 time3

[Translation for Reference and Convenience Purposes Only]

Reference Documents for the Shareholders’ Meeting
Proposal No. 1: Election of Three (3) Directors (Excluding Directors Who Are Members of the
Audit and Supervisory Committee)
The term of office of all the three (3) 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 three (3)directors.
This proposal has been considered by the Audit and Supervisory Committee and it has no objection to
the election. Remuneration, etc. for directors who were not members of the Audit and Supervisory
Committee in the 39th Fiscal Term (from April 1, 2019 to March 31, 2020) has also been consideredby the Audit and Supervisory Committee and it has no objection to the remuneration level andstructure.

The candidates for directors are as follows:
Candidate
Name
Current Positions in
Numberthe Company

Attribute ofCandidate

Attendance at
Meetings of theBoard of Directors

1

Yoshiaki Kawamata

Chairman<Re-election><Outside><Independent>

2

Tetsuro Shimomura

President & CEO<Re-election>

17 / 17 meetings

3

Masafumi Hatta

Managing Operating
Officer in charge ofInvestment Group<Re-election>

12 / 12 meetings(Note)

17 / 17 meetings(Note)
The attendance at meetings of the Board of Directors of Mr. Masafumi Hatta is his attendance at meetings ofthe Board of Directors held after his appointment as director of the Company on June 26, 2019.

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[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 1973
January 2006

April 2008
< Re-election><Outside><Independent>

1

Yoshiaki
Kawamata(May 30, 1950)

May 2010

June 2010
June 2016
June 2016
June 2016

Attendance at
Meetings of theApril 2017
June 2017

Joined the Sanwa Bank, Limited(currently MUFG Bank, Ltd.)Managing Executive Officer, Deputy
Chief Executive, Global Business
Unit of the Bank of Tokyo-Mitsubishi
UFJ, Ltd (currently MUFG Bank,
Ltd.)
Senior Managing Executive Officer,
Chief Executive Officer for theAmericas of the company
Senior Managing Executive Officer,
Chief Executive Officer for theAmericas of the company and
Chairman of Morgan Stanley MUFG
Securities Co., Ltd.
Retired from the Bank of TokyoMitsubishi UFJ, Ltd (currently
MUFG Bank, Ltd.)
Resigned Chairman of Morgan
Stanley MUFG Securities Co., Ltd.
Outside Director of Manulife Life
Insurance Company (to present)
Outside Auditor of SANSHIN CO.,LTD.
Advisor of the Company (JAIC)
Outside Director (Chairman) of theCompany (to present)

Numberof Sharesof theCompanyHeld- shares

Board of Directors:
Significant Concurrent Positions
Outside Director of Manulife Life Insurance Company
17 / 17 meetings
Reason for nomination as candidate for outside director
As Chair of the Company’s Board of Directors, Mr. Yoshiaki Kawamata has been strengthening theeffectiveness of the deliberation of proposals by energizing discussions of the Board of Directors. We
propose that Mr. Yoshiaki Kawamata is elected as outside director so that he could provide appropriate
advice from the standpoint of adequacy on decision-making concerning business execution of theCompany based on his experience and deep insight in corporate management, as well as further vitalizing
discussions at meetings of the Board of Directors as the chairman of the Board, subject to resolution of
the Board of Directors following the conclusion of this Shareholders’ Meeting.

5[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 1978
April 2004

January 2006

February 2008
July 2008<Re-election>
Tetsuro Shimomura(May 26, 1955)

April 2009
June 20092
October 2011
April 2015

April 2016

Attendance at
Meetings of theBoard of Directors:
17 / 17 meetings

June 2017
January 2018
April 2018

Joined the Bank of Tokyo, Ltd.
(currently MUFG Bank, Ltd.)
General Manager, Yokohamaekimae Branch of the Bank ofTokyo Mitsubishi, Ltd (currently
MUFG Bank, Ltd.)
General Manager, China Division,
Asia Headquarters of the Bank ofTokyo-Mitsubishi UFJ, Ltd (currently
MUFG Bank, Ltd.)
Joined the Company (JAIC)
Operating Officer in charge ofGreater China of International
Business and Treasury Division of
the Company
Operating Officer in charge ofTreasury Group of the Company
Director (Treasury Group Officer /Portfolio Management Group
Officer / Relationship Management
Group Officer) of the Company
Managing Director (Division
Manager, Business Administration
Division) of the Company
Managing Director (Administration
Group Officer /New Energy
Investment Group Officer) of theCompany
Managing Director (Administration
Group Officer /New Energy
Investment Group Officer/
Investment and Business PlanningGroup Officer) of the Company
President & CEO (Equity Trading
Office Officer) of the Company
President & CEO (Investment
Group Officer / Equity Trading
Office Officer) of the Company
President & CEO (Equity Trading
Office Officer) of the Company (topresent)

Numberof Sharesof theCompany
Held

900
sharesReason for nomination as candidate for director
Mr. Tetsuro Shimomura has been nominated as director in consideration of his broad network of contacts
and overseas business experience from his previous employment as well as his track record in the
Company such as in business management, establishment of the renewable energy investment businessand his leadership as President & CEO. We propose that he is elected so that his experience andknowledge would be utilized in formulating business strategies and executing business of the Company
in order to improve the Company’s corporate value as President & CEO, subject to resolution of the Boardof Directors following the conclusion of this Shareholders’ Meeting.

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[Translation for Reference and Convenience Purposes Only]

Candidate
NumberName(Date of Birth)

Career Summary, Positions and Responsibilities
in the Company(Significant Concurrent Positions)
April 1998
April 2006

<Re-election>
Masafumi Hatta(May 3, 1974)

3

April 2010
November 2012

April 2013
April 2015
Attendance at
Meetings of theBoard of Directors:
12 / 12 meetings

June 2019
April 2020

Joined the Company (JAIC)
General Manager, Osaka
Investment Team Ⅰ of theCompany
General Manager, Osaka Branch of
the Company
Head of Preparatory Office for the
Establishment of Infrastructure,
Environment, and New Energy
divisions
Director in charge of PlanningGroup of the Company
Operating Officer in charge of New
Energy Investment Group of theCompany
Director (Operating Officer incharge of New Energy Investment
Group) of the Company
Director (Managing Operating
Officer in charge of Investment
Group) (to present)

Numberof Sharesof theCompanyHeld

3,300
sharesReason for nomination as candidate for director
Since joining the Company, Mr. Masafumi Hatta has gained experience and track record in venture
investments. He has also been contributing significantly to the stabilization of the Company’s
performance in recent years by working on investments in mega solar projects and other projects,
leveraging his network and knowledge gained in venture investments. Currently, He is working to diversify
the businesses by launching new projects. In light of this track record, we considered Mr. Hatta to havea proven track record and ability as a director and nominated him as candidate for director. We proposethat Mr. Hatta is elected so that he could improve the Company’s corporate value by carrying out his duty
as a director to supervise total investment operation and to support the President and CEO.
Notes:
1. There is no special interest relationship between any of the candidates and the Company.
2. Mr. Yoshiaki Kawamata is a candidate for an outside director.
3. Mr. Yoshiaki Kawamata is an Outside Director of the Company and he will have served three (3) years as an
Outside Director at the conclusion of this shareholders’ meeting.
4. The Company entered into a liability limitation agreement with Mr. Yoshiaki Kawamata pursuant to theprovision in Article 427(1) of the Companies Act. The maximum amount of liability under this agreement shallbe the amount prescribed in Article 425(1) of the Companies Act. The Company plans to continue the said
agreement if his re-election is approved.
5. Mr. Yoshiaki Kawamata meets the criteria for independence of outside directors set out by the Company, as
described on pages 9 and 10. The Company designates the person as its independent officer under the rules ofTokyo Stock Exchange and reports such designation to Tokyo Stock Exchange.
The Company plans to continue designate the person as its independent officer under the rules of Tokyo Stock
Exchange and report such designation to Tokyo Stock Exchange if his re-election is approved.
6. The attendance at meetings of the Board of Directors of Mr. Masafumi Hatta is his attendance at meetings ofthe Board of Directors held after his appointment as director of the Company on June 26, 2019.

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[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Election of One (1) Substitute Director Who Is Member of the Audit andSupervisory Committee
The Company proposes to elect one (1) substitute director who is member of the Audit andSupervisory Committee in preparation for filling a vacancy in the number of directors who aremembers of the Audit and Supervisory Committee stipulated in the laws and regulations.
The Audit and Supervisory Committee has previously given its consent for the election. This
proposal has been considered by each director who is member of the Audit and Supervisory
Committee and each director has no objection to the election.
The candidate for the substitute director who is member of the Audit and Supervisory Committee isas follows:
Number of
Shares of
Name
Career Summary, Positions in the Company
the(Date of Birth)(Significant Concurrent Positions)Company
Held
April 1996
Joined Emori Kawamori Atsumi Law Office
December 2000
Founded Tokyo Green Law Office aslawyer (to present)<Outside>
April 2006
Outside corporate auditor of the Company<Independent>- shareJune 2015
Retired from outside corporate auditor of the
Ken KudoCompany(April 23, 1965)
Significant Concurrent Positions
Lawyer of Tokyo Green Law Office
Reason for nomination as candidate for outside director
Although the candidate has not participated in the management of a company in the past, except inservice as an outside corporate auditor, from the standpoint of a lawyer experienced in corporate
legal affairs, he is expected to provide appropriate advice from the perspective of validity andappropriateness in the Company’s decision-making process regarding business execution.
Notes:
1. The above candidate has no special interest in the Company.
2. No contract is concluded by and between Tokyo Green Law Office and the Company.
3. Mr. Ken Kudo is candidate for a substitute director (outside director) who is member of the Audit andSupervisory Committee of the Company.
4. If he is elected and assumes office as director who is member of the Audit and Supervisory Committee, theCompany plans to enter into a liability limitation agreement with him pursuant to the provision in Article 427(1) of
the Companies Act. The maximum amount of liability under this agreement shall be the amount prescribed in
Article 425(1) of the Companies Act.
5. Mr. Ken Kudo meets the criteria for independence of outside directors set out by the Company, as described on
pages 9 and 10. The Company plans to designate Mr. Ken Kudo as its independent officer under the rules ofTokyo Stock Exchange and to report such designation to Tokyo Stock Exchange if he is elected and assumes
office as director who is member of the Audit and Supervisory Committee.

(End)

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[Translation for Reference and Convenience Purposes Only](Reference)
Criteria for Independence of Outside Directors
The Company’s Board of Directors defines criteria for independence of its outside directors as follows
and regards those who meet all these criteria as being independent. When selecting candidates forindependent outside directors, the Board of Directors seeks to nominate persons who can contributeto frank and lively discussions at meetings of the Board of Directors, pursuant to the Company’s
criteria for the nomination of directors.
(1) Relationship with the Group
Outsider director must be neither an executive director, operating officer, nor employee of the Group(Note 1)
(2) Relationship as main shareholder
Outside directors must not fall under any of the following categories:
1) The main shareholder of the Company (Note 2), or the executor of the business of companies andother entities which are currently main shareholders of the Company (Note 3)2) The executor of the business of other companies of which the Group is currently the main
shareholder(3) Relationship as client
Outside director must not fall under any of the following categories:
1) A person who is the main (Note 4) client of the Group, or the executer of the business of companies
and other entities which are currently the main clients of the Group2) A person who currently has the Group as a main client or the executor of the business ofcompanies and other entities which have the Group as a main client3) A lawyer, certified public accountant or tax accountant, or other consultants who receive a large
amount of (Note 6) cash or other properties from the Group except executive remuneration, or aperson who belongs to companies or other entities which receive a large amount of the said cash orother properties
4) A person who receives a large amount (Note 7) of donations from the Group, or the executor of thebusiness of companies and other entities which receive a large amount of the said donation.
(4) Auditing company
Outside director must not be a certified public accountant who, as a partner or a non-partner of theauditing company which currently provides service to the Group, actually engages in the business
relating to the Group.
(5) Relationship through mutual appointment
Outside director must not be a business executor who belongs to the company in which the Group’sbusiness executor serves as an outside director or auditor.

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[Translation for Reference and Convenience Purposes Only](6) Handling of persons who fell under the categories in the past
Outside director must have no record of having fallen under the above (1) category in the past ten
years (excluding the period in which he/she was a non-executor if any) and under the (2) to (5)categories in the past five years.
(7) Handling of close relatives
A spouse or relative within two degrees of kinship of the person, or a person who shares the same
livelihood with the person must not fall under any of the following categories (expect for insignificant(Note 8) persons):
1) A person who have fallen under the above (1) category at present or in the past five years
2) A person who fall under the above (2) to (5) categories at present(8) Outside director must have no risk of having substantial conflicts of interest with entire generalshareholders of the Company on a permanent basis.
(Note 1) The Company or the Company’s current subsidiaries (including funds recognized as
subsidiaries)(Note 2) A shareholder who directly or indirectly owns 10% or more of the total voting rights(Note 3) An executive director, executive officer, director, operating officer, or a person in an
equivalent position as these positions, and employee(Note 4) ・The Group’s sales to the client on average over the last three fiscal years of the Group are
2% or more of the consolidated operating revenue for the most recent fiscal year of theGroup.
・The Group’s outstanding borrowings or fund investments from the client for the most recent
fiscal year of the Group are 2% or more of the consolidated total assets for the most recent
fiscal year of the Group.
(Note 5) ・The client’s sales to the Group for the most recent fiscal year of the client are 2% or moreof the consolidated operating revenue for the most recent fiscal year of the client.
・The client’s outstanding borrowings, corporate bonds, or fund investments from the Groupfor the most recent fiscal year of the client are 2% or more of the consolidated total assets forthe most recent fiscal year of the client.
(Note 6) Based on average amount of the past three fiscal years of the Group, for individuals, amountof 10 million yen or more per year, and for companies and other entities, amount of 2% ormore of the consolidated sales for the most recent fiscal year of the companies and otherentities(Note 7) Based on average amount of the past three fiscal years of the Group, amount of 10 million
yen or more per year, or amount of 2% or more of the consolidated sales of the most recent
fiscal year of companies and other entities(Note 8) An executive director, executive officer, operating officer, or an employee who is in a senior
executive position such as manager, or higher(End)

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