Hoosiers : Notice of the 10th 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Stock Code: 3284 June 5, 2023 (Commencement date of measures for electronic provision: May 26, 2023)

To Our Shareholders

Eiichi Ogawa

President and Representative Director,

Executive Officer

Hoosiers Holdings CO., Ltd.

2-3, Marunouchi 2-chome,Chiyoda-ku,

Tokyo

Notice of the 10th Annual General Meeting of Shareholders

We are pleased to announce that the 10th Annual General Meeting of Shareholders of Hoosiers Holdings ("the Company") will be held as described below.

The Company has taken measures for electronic provision for the convocation of this General Meeting of Shareholders, and the matters subject to measures for electronic provision are posted as "Notice of the 10th Annual General Meeting of Shareholders" on the following website on the Internet.

<_companye28099_s website="">https://www.hoosiers.co.jp/en/ir/meeting.html

The matters subject to measures for electronic provision are also posted on the Tokyo Stock Exchange (TSE) website. Please access the TSE website (Listed Company Search), enter "Hoosiers Holdings" in the Issue name (company name) field or "3284" in the Code field, search, and select "Basic information" and then "Documents for public inspection/PR information" to check the available content.

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

We have decided to hold the General Meeting of Shareholders while taking appropriate measures to prevent the spread of COVID-19 at the venue. However, we kindly request shareholders to carefully consider their attendance in person, taking into account the current infection situation and their health conditions. The meeting will be streamed live via the internet. So please make use of this option to view the proceedings of the meeting. Please be aware that shareholders who choose to view the live stream will not be able to participate in the resolutions on the day or ask questions during the deliberations.

In case you will refrain from attending the meeting in person, please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision, and exercise your voting rights by 6:00 p.m. on Thursday, June 22, 2023 (JST).

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1. Date and Time: Friday, June 23, 2023, 10:00 a.m. (The reception desk will open at 9:30 a.m.)

2. Venue:	Rooms A, B, C, Bellesalle Yaesu, 2nd Floor, Yaesu First Financial Building,
	3-7, Yaesu 1-chome,Chuo-ku, Tokyo

3. Objectives of Meeting

Matters to be reported: 1. Report of the Business Report, the Consolidated Financial Statements, and

Audit Reports of the Accounting Auditor and the Audit & Supervisory Committee for the Consolidated Financial Statements for the 10th Fiscal Year (from April 1, 2022 to March 31, 2023)

2. Report of the Non-consolidated Financial Statements for the 10th Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Four (4) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

Proposal 3: Election of One (1) Substitute Director who is an Audit & Supervisory Committee Member

• When attending the meeting in person, please hand in the enclosed voting form at the reception desk at the meeting venue. Also, please be sure to bring this notice to the meeting for use as a meeting agenda.
• Please understand that the Company's attendees will be lightly dressed (in Cool Biz) for power saving.
• If any revisions are made to the matters subject to measures for electronic provision, the details of such revisions will be posted on each website on which the matters are posted.

The Company's website (https://www.hoosiers.co.jp/)

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal 1: Appropriation of Surplus

The Company proposes year-end dividends for the 10th Fiscal Year as follows, comprehensively taking into consideration the performance in the current fiscal year, our business environments in the future, internal reserves for continuous growth of our business, and other factors.

1. Type of dividend property To be paid in cash
2. Items on allocation of dividend property to shareholders and its total amount 28 yen per common share of the Company

Total

1,006,594,764 yen

(Reference)

The annual amount of dividends including interim dividends is 52 yen per share.

1. Effective date of dividends of surplus June 26, 2023

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Proposal 2: Election of Four (4) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

The terms of office for all of the current five (5) Directors (excluding Directors who are Audit & Supervisory Committee Members) will expire at the conclusion of this Annual Meeting of Shareholders. Therefore, the Company requests the election of four (4) Directors (excluding Directors who are Audit & Supervisory Committee Members; including two (2) Outside Directors).

Each candidate for Director (excluding Directors who are Audit & Supervisory Committee Members) was determined by the Board of Directors based on the report of the Nominating and Remuneration Advisory Committee.

With regard to this proposal, the Audit & Supervisory Committee has determined that each candidate has been elected in accordance with the Criteria for Election of Directors and is suitable as a Director of the Company.

The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows.

Candidate		Name	Current position at the	Number of the Board of
No.		Company	Directors meetings attended
			Chairman and
1	Re-election	Tetsuya Hirooka	Representative Director,	100% (13/13)
			Executive Officer
2	Re-election	Eiichi Ogawa	President and Representative	100% (13/13)
Director, Executive Officer
	Re-election
3	Outside	Masatoshi An	Outside Director	100% (13/13)
	Independent
	Re-election
4	Outside	Shoji Tsuboyama	Outside Director	100% (13/13)
	Independent

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				Number
	Name			of the
Candidate No.	Brief profile, position, responsibility, and significant concurrent positions	Company's
(date of birth)
			shares
				owned
		Apr. 1987	Joined Recruit Cosmos Co., Ltd. (currently Cosmos Initia Co.,
			Ltd.)
		Dec. 1994	Established Hoosiers Limited (currently Hoosiers Corporation)
			President	8,922,700
	Tetsuya Hirooka	Apr. 2013	President and Representative Director, the Company
	shares
	(June 25, 1963)	May 2017	Director, Hoosiers Asia Pacific Pte. Ltd. (incumbent)
1		Oct. 2021	Director, Hoosiers Real Estate (Thailand) Co., Ltd. (incumbent)
Fiscal 2022	Apr. 2022	Chairman and Representative Director, Executive Officer, the
		Company (incumbent)
Re-election	Reasons for nomination as a candidate for Director
Board of Directors
	meetings>	Tetsuya Hirooka is the founder of the Company and the Group companies, has led the
	management of the Company and the Group companies for nearly 30 years as a Director,
	13/13 100%
	has extensive experience and wide-ranging insight in corporate management and the real
		estate business in general, and the Company has judged that he can be expected to
		continue to fulfill an appropriate role in the overall management of the Company. The
		Company has therefore nominated him as a candidate for Director.
		Apr. 1988	Joined Recruit Cosmos Co., Ltd. (currently Cosmos Initia Co.,
			Ltd.)
		July 2001	Joined Hoosiers Corporation
		Feb. 2002	Director, Hoosiers Corporation
		July 2009	Representative Director, A-one corporation co., Ltd.
		Apr. 2015	Member of the Board of Directors, KK Harakosan (currently	57,200
	Eiichi Ogawa		REVOLUTION CO., LTD.)
		shares
	(December 6,	Apr. 2016	Director, Hoosiers Corporation
	1964)	Apr. 2017	President and Representative Director, Hoosiers Corporation
		(incumbent)
2
	June 2019	Director, the Company
	Fiscal 2022
	Apr. 2022	President and Representative Director, Executive Officer, the
Re-election
	Board of Directors		Company (incumbent)
	Reasons for nomination as a candidate for Director
	meetings>	Eiichi Ogawa has extensive experience and wide-ranging insight in the fields of planning
	13/13 100%
	and development, architectural design, and business promotion, and has served as an
		officer of several companies, including Hoosiers Corporation, a Group company. The
		Company has judged that he can contribute to the decision-making of important
		management matters, the supervision of business execution, and the further reinforcement
		of corporate governance of the Group. The Company has therefore nominated him as a
		candidate for Director.

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