Aoyama Zaisan : Notice of the 33rd Annual General Meeting of Shareholders

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: 8929 March 12, 2024

To our shareholders:

Masazumi Hasumi President

Aoyama Zaisan Networks Company, Limited

8-4-14 Akasaka, Minato-ku, Tokyo

Notice of the 33rd Annual General Meeting of Shareholders

We would like to express our deepest sympathies to all those affected by the Noto Peninsula Earthquake in January 2024, along with our sincere hopes for a speedy recovery.

We hereby announce the 33rd Annual General Meeting of Shareholders of Aoyama Zaisan Networks Company, Limited (the "Company"), which will be held as indicated below.

When convening this Annual General Meeting of Shareholders, the Company takes measures for providing information in electronic format and posts this information as "Notice of the 33rd Annual General Meeting of Shareholders" and "Matters Subject to Measures for Electronic Provision in the Notice of the 33rd Annual General Meeting of Shareholders" on the website below.

The Company's website: https://www.azn.co.jp/ir/library/shareholders/meeting.html (in Japanese)

In addition to posting on the Company's website, we also post this information on the website of Tokyo Stock Exchange, Inc. (TSE).

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Access the TSE website by using the internet address shown above, enter "Aoyama Zaisan Networks" in "Issue name (company name)" or the Company's securities code "8929" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

If you are unable to attend the meeting in person, you may exercise your voting rights by sending the enclosed voting form by postal mail or via the Internet, etc. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Wednesday, March 27, 2024 (JST).

1. Date and Time: Thursday, March 28, 2024, at 10:00 a.m. (JST) (venue opens at 9:20 a.m.)
2. Venue: Meiji Kinenkan 2F, "Hourai"

2-2-23Moto-akasaka,Minato-ku, Tokyo

3. Purpose of the Meeting Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 33rd fiscal year (from January 1, 2023 to December 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 33rd fiscal year (from January 1, 2023 to December 31, 2023)

Matters to be resolved:

Proposal No. 1 Election of Ten Directors

Proposal No. 2 Election of One Audit & Supervisory Board Member

- 1 -

4. Exercising Your Voting Rights

Please see "Exercising Your Voting Rights" on page 4.

- 2 -

• Please submit the voting form sent together with this notice at the reception on your arrival. Also, please bring this Notice of the General Meeting of Shareholders as the reference material.
• If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's website and the TSE website.
• The Company will also send paper-based documents stating matters subject to measures for electronic provision to shareholders who requested the delivery of paper-based documents. However, the following matters are excluded from these documents, as provided for by the provisions of laws and regulations and Article 14 of the Articles of Incorporation. Consequently, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements stated in the said documents are part of the documents that were included in the scope of audits by the Financial Auditor in preparing the accounting audit report, and by the Audit & Supervisory Board Members in preparing the audit report.
• • Notes to Consolidated Financial Statements
  • Notes to Non-consolidated Financial Statements
• Please note that, for this Annual General Meeting of Shareholders, the Company will send paper-based documents stating matters subject to measures for electronic provision to all shareholders (however, these documents exclude the above matters not stated in the documents sent to shareholders who requested the delivery of paper-based documents) regardless of whether they requested the delivery of such documents.

- 3 -

Exercising Your Voting Rights

Voting rights at the General Meeting of Shareholders are the rights of shareholders.

Please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting rights.

You can exercise your voting rights in the following three methods.

Attending the General Meeting of Shareholders

Please submit the voting form sent together with this notice at the reception on your arrival.

Date and time of the General Meeting of Shareholders:

Thursday, March 28, 2024, at 10:00 a.m. (JST)

Exercising your voting rights by postal mail

Please indicate your approval or disapproval of the proposals in the voting form sent together with this notice and return the form to the Company by postal mail.

Deadline for exercising voting rights:

Wednesday, March 27, 2024, at 5:30 p.m. (JST)

Exercising your voting rights via the Internet, etc.

Please enter your approval or disapproval of the proposals following instruction described on the next page (available in Japanese only).

Deadline for exercising voting rights:

Wednesday, March 27, 2024, at 5:30 p.m. (JST)

If neither approval nor disapproval of the proposals is indicated on the voting form in case of exercising your voting rights by postal mail, the Company will deem that you indicated your approval of the proposals. If you exercise your voting rights both by postal mail and via the Internet, etc., the vote via the Internet, etc. will be deemed valid. If you exercise your voting rights via the Internet, etc. more than once, the last vote will be deemed valid.

- 4 -

Reference Documents for General Meeting of Shareholders

Proposal No. 1 Election of Ten Directors

The terms of office of all nine Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of ten Directors (three of whom are outside Directors).

The candidates for Director are as follows:

Candidate	Name	Current Position	Attribution
No.
1	Masazumi Hasumi	President	Reelection
2	Masayuki Yagi	Director	Reelection
3	Takeshi Matsuura	Director	Reelection
4	Takaomi Ogawa	Director	Reelection
5	Shintaro Hashiba	Director	Reelection
6	Shinji Shimane	Director	Reelection
7	Michihiro Nagasaka	Director	Reelection
			Reelection
8	Haruo Shimada	Director	Outside
			Independent
			Reelection
9	Keiji Watanabe	Director	Outside
			Independent
			New election
10	Madoka Mori	Director	Outside
			Independent
Reelection: Candidate for reelected Director
New election: Candidate for newly elected Director
Outside: Candidate for outside Director
Independent: Independent officer as provided for by Stock Exchange, etc.

- 5 -

Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company's shares
No.	(Date of birth)		Company
	owned
		Aug. 1983	Joined Aoyama Audit Corporation (current:
			PricewaterhouseCoopers Japan LLC)
		Nov. 1991	Joined Yamada & Partners Accounting Office
			(current: Yamada & Partners Certified Public
			Tax Accountants' Co.) and BDO Sanyu & Co.
		Dec. 1996	Representative Director of Proggest Co., Ltd.
			(company name changed to Proggest Holdings,
			Ltd. in July 2005)
		July 2001	Director of TFR Sogo Kenkyusho
		July 2005	Representative Director of Proggest Co., Ltd.
			(current: Aoyama Zaisan Investments Co., Ltd.)
		Sept. 2008	Director of the Company
		Oct. 2008	President
		Mar. 2009	Director of Funai Estate Co., Ltd. (current:
			Aoyama Estate Co., Ltd.)
		Oct. 2010	Director of KRF Corporation (current: Aoyama
			Estate Co., Ltd.)
		Jan. 2011	President and Executive Officer of the
			Company
		Jan. 2011	Managing Director of Aoyama Wealth
			Management Pte. Ltd. (current position)
		June 2012	Outside Director of UKAI CO., LTD.
		Oct. 2013	Director of Nihon Shisan Soken Co., Ltd.
		Oct. 2013	President of Aoyama Zaisan Networks USA,
			Inc.
		Mar. 2014	President of the Company (current position)
	Masazumi Hasumi	Aug. 2016	President of Business Succession Navigator
1	(December 7, 1956)		Corporation (current: Next Navi, Inc.)	2,509,061 shares
	Reelection	Feb. 2017	Representative Director of Aoyama Investment
			Partners No.1 Co., Ltd.
		June 2017	Director of Nihon Shisan Soken Co., Ltd.
			(formerly Nihon Shisan Soken Consultant Inc.)
		June 2017	Director of PT. Aoyama Zaisan Networks
			Indonesia (current position)
		Mar. 2018	Chairman of Nihon Shisan Soken Co., Ltd.
			(current position)
		Dec. 2019	Chairman of Aoyama Zaisan Networks Kyushu,
			Co., Ltd.
		Sept. 2020	Representative Director and Chairman of
			Specified Joint Real Estate Enterprise Council
			(current position)
		Oct. 2020	Representative Director of Aoyama Financial
			Service Co., Ltd.
		Jan. 2021	Representative Director of Aoyama Family
			Office Service Co., Ltd. (current position)
		June 2022	Director of Next Navi, Inc. (current position)
		(Significant concurrent positions outside the Company)
		Chairman of Nihon Shisan Soken Co., Ltd.
		Managing Director of Aoyama Wealth Management Pte. Ltd.
		Director of Next Navi, Inc.
		Director of PT. Aoyama Zaisan Networks Indonesia
		Representative Director of Aoyama Family Office Service Co.,
		Ltd.
		Representative Director and Chairman of Specified Joint Real
		Estate Enterprise Council

- 6 -

Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company's shares
No.	(Date of birth)		Company
	owned
	Reasons for nomination as candidate for Director
	Serving as President of the Company, Mr. Hasumi has extensive experience as a corporate manager and a high level of
	knowledge about the Company's business activities. Since he has implemented his duties of determining the
	Company's important issues and supervising Directors and Executive Officers in performing their duties in an
	appropriate, fair and efficient manner, he is expected to continue his contribution to strengthening the governance
	system. Accordingly, the Company judged that he is proper for the status as its Director and appointed him as a
	candidate for Director.
		Apr. 1990	Joined Murakami Corporation
		Sept. 1991	Joined the Company
		Jan. 2005	Executive Officer, Manager of Individual Asset
			Consulting Department
		Mar. 2006	Director, Executive Officer, Manager of First
			Business Department
		Oct. 2013	Director of Nihon Shisan Soken Co., Ltd.
		Mar. 2014	Director, Managing Executive Officer, General
			Manager of Business Division of the Company
		Dec. 2014	Director of Aoyama Wealth Management Pte.
			Ltd. (current position)
		June 2017	Director of Nihon Shisan Soken Co., Ltd.
			(formerly Nihon Shisan Soken Consultant Inc.)
			(current position)
		Dec. 2017	Director of Aoyama Investment Partners No.1
	Masayuki Yagi		Co., Ltd.
	(April 24, 1967)	June 2021	Director of Business Succession Navigator	155,699 shares
	Reelection		Corporation (current: Next Navi, Inc.)
2		Jan. 2022	Director, Managing Executive Officer, and
		General Manager of Administration Division of
			the Company
		Mar. 2022	Director of Aoyama Estate Co., Ltd. (current
			position)
		Mar. 2022	Director of Aoyama Zaisan Investments Co.,
			Ltd. (current position)
		Jan. 2024	Director, Managing Executive Officer, General
			Manager of Consulting Headquarters of the
			Company (current position)
		(Significant concurrent positions outside the Company)
		Director of Nihon Shisan Soken Co., Ltd.
		Director of Aoyama Zaisan Investments Co., Ltd.
		Director of Aoyama Wealth Management Pte. Ltd.
		Director of Aoyama Estate Co., Ltd.
	Reasons for nomination as candidate for Director
	Serving as Director, Managing Executive Officer, and General Manager of Consulting Headquarters of the Company,
	Mr. Yagi directs and supervises overall sales division using his extensive experience and a high level of knowledge. As
	he has experience and knowledge in all aspects of the Company's management and sales, he is expected to continue his
	contribution to the long-term improvement of the enterprise value and strengthening the governance system, the
	Company judged that he is proper for the status as its Director and appointed him as a candidate for Director.

- 7 -

Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company's shares
No.	(Date of birth)		Company
	owned
		Apr. 1991	Joined Daiwa House Industry Co., Ltd.
		May 1995	Joined Nissho Iwai Real Estate Corp. (current:
			Sojitz Corporation)
		Oct. 2000	Joined the Company
		Jan. 2005	Executive Officer, Manager of Real-estate
			Department
		Jan. 2006	President of Funai Estate Co., Ltd. (current:
			Aoyama Estate Co., Ltd.)
		Mar. 2007	Director, Executive Officer, Manager of Sixth
			Business Department of the Company
		Oct. 2010	Representative Director of KRF Corporation
			(current: Aoyama Estate Co., Ltd.) (current
			position)
		Mar. 2016	Director of Nihon Shisan Soken Co., Ltd.
		Mar. 2016	Director, Managing Executive Officer, General
			Manager of Real-estate Division of the
			Company
		June 2017	Director of Shinsei Aoyama Partners Co., Ltd.
	Takeshi Matsuura		(current position)
	June 2017	Director of Nihon Shisan Soken Co., Ltd.
	(May 6, 1965)	95,604 shares
		(formerly Nihon Shisan Soken Consultant Inc.)
	Reelection
		(current position)
		June 2017	Director of PT. Aoyama Zaisan Networks
3			Indonesia (current position)
	July 2017	Director of Aoyama Zaisan Networks USA,
			Inc.
		July 2017	Director of Proggest Co., Ltd. (current: Aoyama
			Zaisan Investments Co., Ltd.) (current position)
		Jan. 2022	Director, Managing Executive Officer, and
			General Manager of Real-estate Division
			(current position)
		Mar. 2023	Director of Aoyama Financial Service Co., Ltd.
			(current position)
		(Significant concurrent positions outside the Company)
		Representative Director of Aoyama Estate Co., Ltd.
		Director of Nihon Shisan Soken Co., Ltd.
		Director of Shinsei Aoyama Partners Co., Ltd.
		Director of PT. Aoyama Zaisan Networks Indonesia
		Director of Aoyama Zaisan Investments Co., Ltd.
		Director of Aoyama Financial Service Co., Ltd.
	Reasons for nomination as candidate for Director
	Serving as Director, Managing Executive Officer, and General Manager of Real-estate Division of the Company, Mr.
	Matsuura performs his duties appropriately, using his extensive experience and a high level of knowledge to supervise
	the Company's Real-estate Division. He is also in charge of the provision of profitable real estate in Japan and abroad
	and the regional revitalization business, which leads to contribution to regional economies. As he is expected to
	continue his contribution to the long-term improvement of the enterprise value and strengthening the governance
	system, the Company judged that he is proper for the status as its Director and appointed him as a candidate for
	Director.

- 8 -

Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company's shares
No.	(Date of birth)		Company
	owned
		Apr. 1991	Joined Chiba Nichirei Service Co., Ltd.
		Sept. 1992	Joined Takano Yasuo Zeirishi Jimusho (current:
			Zeimu Sogo Tax Corporation)
		Oct. 1995	Joined Fudosan Kaikei Sogo Center (current:
			Nihon Shisan Soken Co., Ltd.)
		Aug. 2003	Director of Funai Zaisan Consultants Keiyo
			Co., Ltd. (current: Nihon Shisan Soken Co.,
			Ltd.)
		Jan. 2009	Director of Nihon Shisan Soken Consultant Inc.
			(current: Nihon Shisan Soken Co., Ltd.)
		Dec. 2009	President of Funai Zaisan Consultants Keiyo
			Co., Ltd. (current: Nihon Shisan Soken Co.,
			Ltd.)
		Oct. 2013	Executive Officer, General Manager of NSS
	Takaomi Ogawa		Division of the Company
	Mar. 2016	Director, Executive Officer, General Manager	154,468 shares
	(June 12, 1972)
		of NSS Division
	Reelection
	June 2017	President of Nihon Shisan Soken Co., Ltd.
			(formerly Nihon Shisan Soken Consultant Inc.)
4			(current position)
		Apr. 2020	Representative Director of Nitto Fudosan Co.,
			Ltd. (current position)
		Jan. 2022	Director, Managing Executive Officer in charge
			of Consulting Business and General Manager of
			NSS Division of the Company (current
			position)
		Mar. 2022	Director of Aoyama Financial Service Co., Ltd.
			(current position)
		(Significant concurrent positions outside the Company)
		President of Nihon Shisan Soken Co., Ltd.
		Representative Director of Nitto Fudosan Co., Ltd.
		Director of Aoyama Financial Service Co., Ltd.
	Reasons for nomination as candidate for Director
	Mr. Ogawa serves not only as Director, Managing Executive Officer and General Manager of NSS Division of the
	Company, but also as President of Nihon Shisan Soken Co., Ltd., a subsidiary, contributing to the expansion of business
	performance of the Group using his extensive experience. As he has knowledge, experience and expertise in all aspects
	of the Company's consulting business and is expected to continue his contribution to the Company's business
	performance and strengthening the governance system, the Company judged that he is proper for the status as its
	Director and appointed him as a candidate for Director.

- 9 -

Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company's shares
No.	(Date of birth)		Company
	owned
		Apr. 1987	Joined The Kyowa Bank, Ltd. (current: Resona
			Bank, Limited)
		Aug. 2013	Director, Deputy Division Manager of
			Marketing Division, General Manager of
			Business Development Department of J-COM
			Co., Ltd. (current: LIKE, Inc.)
		May 2014	Director of J-COM Holdings Co., Ltd. (current:
			LIKE, Inc.)
		May 2014	President and Representative Director of
			Sunrise Villa Co., Ltd. (current: LIKE Care,
			Inc.)
		Nov. 2015	Joined the Company
		Jan. 2017	Executive Officer, Manager of Management
			Planning Department
		Aug. 2017	Director of Aoyama Estate Co., Ltd. (current
			position)
		Aug. 2017	Commissioner of PT. Aoyama Zaisan Networks
			Indonesia (current position)
		Aug. 2017	Auditor of Aoyama Investment Partners No.1
			Co., Ltd.
		Oct. 2017	Director of Nihon Shisan Soken Co., Ltd.
			(formerly Nihon Shisan Soken Consultant Inc.)
	Shintaro Hashiba		(current position)
	(March 22, 1964)	Mar. 2020	Director, Executive Officer, General Manager	29,007 shares
	Reelection		of Administration Division of the Company
		Apr. 2020	Director of Nitto Fudosan Co., Ltd. (current
5			position)
		Jan. 2021	Director of Aoyama Family Office Service Co.,
			Ltd. (current position)
		Jan. 2022	Director, Managing Executive Officer, and
			General Manager of Planning and Development
			Division of the Company
		Mar. 2022	Director of Aoyama Zaisan Networks Kyushu,
			Co., Ltd. (current position)
		Mar. 2022	Representative Director of Aoyama Financial
			Service Co., Ltd. (current position)
		May 2023	Director, Managing Executive Officer, and
			General Manager of Corporate Finance
			Division of the Company (current position)
		(Significant concurrent positions outside the Company)
		Director of Nihon Shisan Soken Co., Ltd.
		Director of Aoyama Estate Co., Ltd.
		Director of Aoyama Family Office Service Co., Ltd.
		Representative Director of Aoyama Financial Service Co., Ltd.
		Commissioner of PT. Aoyama Zaisan Networks Indonesia
		Director of Nitto Fudosan Co., Ltd.
		Director of Aoyama Zaisan Networks Kyushu, Co., Ltd.
	Reasons for nomination as candidate for Director
	Serving as Director, Managing Executive Officer, and General Manager of Corporate Finance Division of the Company,
	Mr. Hashiba directs and supervises accounting, business development and management planning divisions using his
	extensive experience and a high level of knowledge. As he is expected to continue his contribution to expanding the
	Company's performance and strengthening the governance system using his extensive experience and knowledge, the
	Company judged that he is proper for the status as its Director and appointed him as a candidate for Director.

- 10 -