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

August 31, 2023

To Our Shareholders:

Yoshikazu Tanaka, Chairman and CEO

GREE, Inc.

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

Notice of the 19th Ordinary General Meeting of Shareholders

The 19th Ordinary General Meeting of Shareholders of GREE, Inc. (the "Company") will be held as described below. This will be a General Meeting of Shareholders to be held at a venue unspecified. In addition, if you will not attend the meeting on the meeting date, or even if you will attend the meeting on the meeting date, you may exercise your voting rights in advance in preparation for any communication problems. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Tuesday, September 26, 2023, at 18:30 (JST).

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc., in electronic format, and posts this information as the "Notice of the 19th Ordinary General Meeting of Shareholders (matters included in paper-based documents among matters subject to measures for electronic provision)" and the "Notice of the 19th Ordinary General Meeting of Shareholders (matters excluded from paper-based documents among matters subject to measures for electronic provision)" on the Company's website and the website operated by PRONEXUS INC. below. Please access any of the websites to review the information.

The Company's website: https://corp.gree.net/jp/ja/ir/stock/meeting.html (in Japanese)

PRONEXUS website: https://d.sokai.jp/3632/teiji/ (in Japanese)

- 1 -

1. Date and Time: Wednesday, September 27, 2023, at 14:00 (JST) (accessible from 13:30.)

If the Company is unable to hold this General Meeting of Shareholders on the date and time above due to causes such as communication problems, it will be postponed to Thursday, September 28, 2023, at 13:00 (JST).

  1. Holding Method:General Meeting of Shareholders to be held at a venue unspecified (online-only General Meeting of Shareholders)
    Please attend the Meeting through our designated website.
  2. Agenda:
    Matters to be Reported:
    For the 19th fiscal year (from July 1, 2022 to June 30, 2023)
    1. The Business Report and the Consolidated Financial Statements, 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

Matters to be Resolved:

Proposal No. 1: Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 2: Election of One Director Who Is an Audit and Supervisory Committee Member

- 2 -

[Exercising voting rights via the Internet]

Please access the voting website "e-Voting" (https://evote.tr.mufg.jp/) (in Japanese) to exercise voting rights from your personal computer, smartphone, etc., then, enter your approval or disapproval of each proposal following the online instructions.

  • For shareholders who have NOT made a request for delivery of paper-based documents by the end of June 2023: They are provided under "Information on website for exercising voting rights" of the access notification (postcard) (in Japanese).
  • For shareholders who have made a request for delivery of paper-based documents by the end of June 2023: They are provided on the voting form sent with this notice.

[Exercising voting rights in writing]

If you are a shareholder who requested the delivery of paper-based documents by the end of June 2023, please indicate your approval or disapproval of each proposal on the voting form sent with this notice, and return it to us. If you are a shareholder who has NOT requested the delivery of paper-based documents by the end of June 2023 and would like to exercise your voting rights in writing, please refer to [Points to note] in "Information on website for exercising voting rights" of the access notification (postcard) (in Japanese).

==================================================================================

  • The method of communication used to send and receive information in the proceedings of the General Meeting of Shareholders shall be via the Internet.
  • 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 each website above on the Internet.
  • If you exercise your voting rights both by the voting website and in writing, ONLY the vote placed via the voting website shall be deemed effective. If you exercise your voting rights more than once via the voting website, ONLY the last vote shall be deemed effective. If you exercise your voting rights more than once in writing, ONLY the last vote shall be deemed effective. If neither approval nor disapproval of each proposal is indicated in writing, the Company will deem that you indicated your approval of the proposal.
  • Paper-baseddocuments stating the matters subject to measures for electronic provision are sent to shareholders who requested the delivery of paper-based documents by the end of June 2023, however, those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 18, Paragraph 2 of the Company's Articles of Incorporation. The documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Committee in preparing its audit report. Documents included in the scope of audits by the Financial Auditor are not included.
    The following items in the Business Report
  • Current Status of Corporate Group (partial), Issues to Be Addressed, Matters Concerning Shares of the Company, Share Acquisition Rights, etc. 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

- 3 -

  • 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
  • Upon conclusion of this General Meeting of Shareholders, results of resolutions thereof shall be posted on the Company's website, in lieu of sending a written notice of resolutions (in Japanese).

- 4 -

Reference Documents for General Meeting of Shareholders

Proposal No. 1: Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

At the conclusion of this meeting, the terms of office of all nine Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of nine Directors including three Outside Directors. The candidates for Director are as follows: The Audit and Supervisory Committee confirmed the decision policy, rationale and deliberation process regarding candidates for Director deliberated by the Nomination Committee, which is advisory body to the Board of Directors and consists of two Outside Directors, one Outside Director who is an Audit and Supervisory Committee Member, one Director, and one Director who is Chairman, for a total of five members. As a result, without objections, we have determined that each candidate is suitable as a Director.

Candidate

Name

Current position and responsibility in the

Candidate attributes

No.

Company

1

Yoshikazu Tanaka

Chairman, President and CEO, Head of DX

Business and Head of Commerce Business

Reappointed

2

Masaki Fujimoto

Senior Vice President, Chief Technology Officer,

and Head of Development

Reappointed

Senior Vice President, Chief Financial Officer,

3

Toshiki Oya

Head of Corporate Affairs, and Head of

Reappointed

Management Strategy

4

Eiji Araki

Senior Vice President and Head of Metaverse

Business

Reappointed

5

Sanku Shino

Senior Vice President and Deputy Head of

Management Strategy

Reappointed

6

Yuta Maeda

Senior Vice President, and Head of Game and

Animation Business

Reappointed

7

Takeshi Natsuno

Outside Director

Reappointed

Outside

Independent

8

Kazunobu Iijima

Outside Director

Reappointed

Outside

Independent

9

Michinori Mizuno

-

Newly

Outside

Independent

appointed

Notes: 1.

Candidate Yoshikazu Tanaka is of the parent company, etc. as stipulated in Article 2, item (iv)-2 of the Companies Act.

There is no special interest between any other candidates and the Company.

  1. Takeshi Natsuno, Kazunobu Iijima, and Michinori Mizuno are candidates for Outside Director.
  2. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph
    (1) of the Companies Act with an insurance company that covers losses from the amount of indemnification and litigation expenses incurred by the insured. However, there are certain exceptions to the policy, such as not covering losses caused by actions taken by the insured with the knowledge that they are in violation of laws and regulations. If this proposal is approved as proposed and each of the candidates is appointed, each candidate will be included as an insured in the policy.

- 5 -

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Gree Inc. published this content on 31 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2023 01:03:06 UTC.