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Partial Amendments to the Articles of Incorporation
Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Election of Three Directors Who Are Audit and Supervisory Committee Members

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: 3632

September 2, 2022

To Our Shareholders:

Yoshikazu Tanaka, Chairman and CEO

GREE, Inc.

11-1, Roppongi 6-Chome,Minato-ku, Tokyo, Japan

Notice of the 18th Ordinary General Meeting of Shareholders

You are cordially informed of the 18th Ordinary General Meeting of Shareholders of GREE, Inc. (the "Company") to be held as described below.

This General Meeting of Shareholders will be a hybrid "attendance-type" virtual meeting of shareholders, where you can attend and exercise your voting rights via the Internet. You may exercise your voting rights in advance via the Internet or in writing. In this case, please exercise your voting rights no later than 18:30 on Monday, September 26, 2022.

1. Date and Time: Tuesday, September 27, 2022 at 2 p.m. (JST) (Doors open at 1:30 p.m.)

2. Place:

Roppongi Academy Hills (Tower Hall), Roppongi Hills Mori Tower 49th Floor, 10-1, Roppongi

6-Chome,Minato-ku, Tokyo, Japan

*Please refrain from visiting the venue of the General Meeting of Shareholders to prevent the

spread of novel coronavirus (COVID-19) infection.

3. Agenda:

Matters to be Reported:

  1. The Business Report and the Consolidated Financial Statements for the 18th fiscal year (from July 1, 2021 to June 30, 2022), and the results of audits of the Consolidated Financial Statements by the Independent Auditor and the Audit and Supervisory Committee
  2. The Non-consolidated Financial Statements for the 18th fiscal year (from July 1, 2021 to June 30, 2022)

Matters to be Resolved:

Proposal No. 1:

Proposal No. 2:

Proposal No. 3:

Proposal No. 4: Determination of Amount and Details of Share-based Remuneration, etc. for Directors, etc.

Proposal No. 5: Approval of Absorption-type Company Split Agreement

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[Exercising voting rights via the Internet]

Please access the e-vote website (https://evote.tr.mufg.jp/) for exercising voting rights from your personal computer or smartphone, using the Login ID and temporary Password provided on the enclosed voting form. Then, enter your approval or disapproval of each proposal following the online instructions, upon having examined either the attached Reference Documents for General Meeting of Shareholders or the Reference Documents for General Meeting of Shareholders posted to the e-vote website for exercising voting rights.

[Exercising voting rights by postal mail]

Please review the attached Reference Documents for General Meeting of Shareholders and indicate your approval or disapproval of each proposal on the enclosed voting form, and return it to us.

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- If any changes are made to items in the Reference Documents for General Meeting of Shareholders, the Business Report, the Non- consolidated Financial Statements or the Consolidated Financial Statements, such changes will be posted on our website*.

  • Upon conclusion of this General Meeting of Shareholders, results of resolutions thereof shall be posted on our website*, in lieu of sending a written notice of resolutions.
  • If you exercise your voting rights both by the e-vote website and postal mail, ONLY the vote placed via the e-vote website shall be deemed effective.
  • If you exercise your voting rights more than once via the e-vote website, ONLY the last vote shall be deemed effective.
  • The Company has posted the Notice of Convocation of the General Meeting of Shareholders, its attached documents, and the Reference Documents for General Meeting of Shareholders on its website*, and based on laws and regulations and the provisions of Article 18 of the Company's Articles of Incorporation, the following items are not provided within the Notice of Convocation. The attached document of the Notice of Convocation is part of the Business Report audited by the Audit and Supervisory Committee when preparing the audit report.
    The following items in the Business Report
    • Current Status of Corporate Group (partial), Share Acquisition Rights, etc. of the Company, Issues to Be Addressed, Matters Concerning Shares of the Company, Matters Related to Corporate Officers (partial), Matters Related to Independent Auditor, Overview of System to Ensure Appropriate Business Operations and Operational Status Thereof, Policy Regarding the

Determination of Dividends of Surplus, etc.

The following items in the Consolidated Financial Statements

  • Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Comprehensive Income (For reference), Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows (For reference), Notes to Consolidated Financial Statements

The following items in the Non-consolidated Financial Statements

  • Non-consolidatedBalance Sheet, Non-consolidated Statement of Income, Non-consolidated Statement of Changes in Equity, Notes to Non-consolidated Financial Statements

The Audit Report

  • Independent audit report on Consolidated Financial Statements, Independent audit report on Non-consolidated Financial Statements, Audit report by Audit and Supervisory Committee
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* Website of GREE, Inc.

URL: https://corp.gree.net/jp/ja/ir/stock/meeting.html

*Note: These documents are available in Japanese only.

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Reference Documents for General Meeting of Shareholders

Proposal No. 1: Partial Amendments to the Articles of Incorporation

  1. Reasons for the proposal
    1. Amendment to Article 12 (Convocation) of the current Articles of Incorporation
      Accompanying approval of holding General Meetings of Shareholders without a fixed venue in accordance with the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts (Act No. 70 of 2021), Article 12, Paragraph 3 of the Articles of Incorporation is proposed to be added. The 17th Ordinary General Meeting of Shareholders was held as a general meeting of shareholders without a fixed venue in accordance with Article 3, Paragraph 1 of the aforementioned act.
    2. Deletion of Article 18 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and establishment of Article 18 (Measures, Etc. for Providing Information in Electronic Format) of the Articles of Incorporation
      Due to the revised provisions in the provision to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) being enforced on September 1, 2022, the Company will establish new confirmatory provisions in the Articles of Incorporation because provisions for taking measures for electronic provision of the information contained in the Reference Documents for the General Meeting of Shareholders, etc. were deemed to have been established. Furthermore, the Company will establish new provisions to limit the scope of matters to be included in the documents to be delivered to shareholders who requested the delivery of documents, delete the provisions regarding Internet disclosure and deemed provision of the Reference Documents for the General Meeting of Shareholders, etc., and establish Supplementary Provisions regarding this.
  2. Details of the amendments
    The details of the amendments are as follows:

(Underlined parts indicate changes.)

Current Articles of Incorporation

Proposed Amendments

(Convocation)

(Convocation)

Article 12 (Omitted)

Article 12 (Unchanged)

2.

(Omitted)

2.

(Unchanged)

(Newly Established)

3.

General Meetings of Shareholders of the Company

may be held at a venue unspecified.

(Internet Disclosure and Deemed Provision of Reference

Documents for the General Meeting of Shareholders, Etc.)

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Gree Inc. published this content on 30 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 01:16:19 UTC.