Sekisui House : Notice of the 73rd Ordinary General Meeting of Shareholders

(Securities Code: 1928)Sekisui House, Ltd.

March 27, 2024

Yoshihiro Nakai

Representative Director of the Board Sekisui House, Ltd.

1-88, Oyodonaka 1-chome, Kita-ku, Osaka

NOTICE OF THE 73RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

We express our deep appreciation to each of the shareholders for your extraordinary support.

The 73rd Ordinary General Meeting of Shareholders of Sekisui House, Ltd. (the "Company" or "Sekisui House") is to be held as stated below.

Instead of attending the meeting in person, you may also review the "Reference Documents for General Meeting of Shareholders" and exercise your voting rights in writing or via the Internet by 6:00 p.m. on Wednesday, April 24, 2024. (Unless otherwise noted, all the times shown in this Notice are in Japan Standard Time.)

• 1. Date and Time:

  10:00 a.m., Thursday, April 25, 2024

• 2. Place of the Meeting:

Knowledge Capital Congrès Convention Center

Second Basement, North Building, Grand Front Osaka, 3-1 Ofuka-cho, Kita-ku, Osaka

Note:

The venue for the General Meeting of Shareholders has changed. Please ensure that you attend the correct venue.

3. Agenda:

Items for reporting:

• 1. Reports on the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial

  Statements for the 73rd fiscal year (February 1, 2023 - January 31, 2024)

• 2. Report on the Results of Audit conducted by the Accounting Auditor and the Audit and Supervisory Board with respect to the Consolidated Financial Statements for the 73rd fiscal year (February 1, 2023 - January 31, 2024)

Proposals to be tabled:

Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of 10 Directors of the Board

Proposal No. 3

Election of One Audit and Supervisory Board Member

[Translation: Please note that this document purports to be a translation from the Japanese original Notice of the 73rd Ordinary General Meeting of Shareholders of Sekisui House, Ltd. prepared for the convenience of non-Japanese readers. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Please also be advised that certain statements regarding voting procedures for domestic shareholders are not applicable to the shareholders outside Japan.]

4. Matters Subject to Measures for Electronic Provision:

When convening this Ordinary General Meeting of Shareholders, the Company takes measures for electronic provision and posts the matters subject to the measures for electronic provision on the Company's website.

< The Company's website >

URL:https://www.sekisuihouse.co.jp/company/financial/holders/shotsu/https://www.sekisuihouse.co.jp/english/company/financial/holders/meeting/

The matters subject to the measures for electronic provision are also posted on the Tokyo Stock Exchange website (Tokyo Stock Exchange Listed Company Search). Please perform a search by entering the "Sekisui House" on the "Issue name (company name)" or "1928" on the "Code," select "Basic information" and "Documents for public inspection/PR information," and view the information.

< Tokyo Stock Exchange website >

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

• ● In the event that it becomes necessary to revise any item in the matters subject to the measures for electronic provision, the revised items will be posted on each of the websites where such matters are posted.

• ● In accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company, the paper copy sent to shareholders who have requested it does not include the "Outlines of Stock Acquisition Rights" and the "System to Ensure the Due Execution of Duties and the Status of Its Implementation" in the Business Report, the "Consolidated Statements of Changes in Net Assets" and the "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements, and the "Non-Consolidated Statements of Changes in Net Assets" and the "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements of the matters subject to the measures for electronic provision. Therefore, the paper copy is part of the documents audited by the Audit and Supervisory Board Members and the Accounting Auditor when preparing the audit report.

• ● "Reference Documents for General Meeting of Shareholders" are also sent to shareholders who have not requested the paper copy.

5. Guidelines of the Exercise of Voting Rights:

Please exercise your voting rights after reviewing the "Reference Documents for General Meeting of Shareholders."

In addition to attending the General Meeting of Shareholders in person, the following two methods are available for exercising your voting rights.

In writing

Via the Internet

Exercise deadline: Votes must be received by 6:00 p.m. on Wednesday, April 24, 2024

Exercise deadline: The exercise of a voting right via the Internet, must be completed by 6:00 p.m. on Wednesday, April 24, 2024.

Please indicate on the enclosed voting form whether you approve or disapprove the proposals listed, and return it so that your vote is received by the exercise deadline above. If there is no indication of approval or disapproval for the proposal on the voting form, your vote for the proposal shall be counted as approval.

Please see page 3 for details.

Handling of votes when voting rights are exercised more than once

• (1) In case that a voting right is exercised both in writing and via the Internet, only the vote registered via the Internet will be recognized valid.

• (2) In case that a voting right is exercised more than once via the Internet, only the last vote will be recognized valid.

* If attending the meeting in person, please submit the enclosed voting form to the receptionist at the meeting.

* The results of the resolution at the General Meeting of Shareholders will be posted on the Company's website.

Guidelines regarding the exercise of a voting right via the Internet:

The exercise of a voting right via the Internet, must be completed by 6:00 p.m. on Wednesday, April 24, 2024

• (1) Access the website for exercising votes using QR code: i) By scanning the QR code shown on the voting form, you can log in to the website for exercising votes without the log-in ID and temporary password shown on the form.

  *The "QR code" is a registered trademark of DENSO WAVE INCORPORATED.

  ii)Please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen.

• (2) Access the website for exercising votes using the log-in ID and temporary password: i) Please access the website using the following URL.

  https://evote.tr.mufg.jp/

  • ii) Log in using the log-in ID and temporary password which are shown on the voting form and press the login button.

  • iii) Please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen.

  Depending on the Internet connection of your computer or smart phone, the website for exercising votes may not be available.

• (3) Inquiries regarding the exercise of a voting right via the Internet:

  Mitsubishi UFJ Trust and Banking Corporation

  Corporate Agency Service Support: 0120 (173) 027 *

  Business Hours: from 9:00 a.m. to 9:00 p.m. (toll free; within Japan only)

• (4) To institutional investors

  Institutional investors are entitled to use the Electronic Voting Platform operated by ICJ to electronically exercise your voting rights for this General Meeting of Shareholders.

  * The service is available in Japanese only.

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1:Appropriation of Surplus

The Company proposes to appropriate surplus as stated below.

• 1. Matters related to year-end dividends:In view of profit situation and dividend policy, the Company proposes that a year-end dividend of ¥64 per share be paid for the fiscal year under review. Since the Company paid an interim dividend of ¥59 per share on September 29, 2023, the annual dividend for the fiscal year under review totals ¥123 per share.

  • (1) Type of dividend property:

    Cash

  • (2) Matters related to the appropriation of dividend property and total amount thereof:

  ¥64 per common share of the Company

  (3) Date on which dividends take effect:

  April 26, 2024

• 2. Other matters related to the appropriation of surplus:Total amount: ¥41,479,926,208

The Company plans to make the following changes to internal reserves to strengthen the management base in preparation for active business expansion in the future.

(1) Item of surplus to be increased and amount thereof:

General reserve:	¥50,000,000,000
(2) Item of surplus to be decreased and amount thereof:
Retained earnings brought forward:	¥50,000,000,000
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(Reference)Basic Policy on Profit Distribution (Fiscal Year Ended January 31, 2024)

The Company recognizes the maximization of shareholder value as one of the most important management issues. Accordingly, the Company will not only increase earnings per share through sustainable business growth, but also promote growth investments and enhance shareholder returns, comprehensively taking into account the status of profits and cash flows in each fiscal year and future business development, among other factors. The Company will also make efforts to increase shareholder value by targeting at least a 40% average dividend payout ratio over the medium-term and establishing a minimum for annual dividends of ¥110 per share (the result for FY2022) over the term of the Sixth Mid-Term Management Plan (FY2023-FY2025) to enhance the stability of shareholder returns, as well as by acquiring its treasury stock in a flexible manner.

FY2020

FY2021

FY2022

FY2023

Net sales (Millions of yen) Operating income (Millions of yen) Ordinary income (Millions of yen) Net income attributable to owners of parent (Millions of yen)

Net income per share (Yen)

Dividends (Yen)

Dividend payout ratio (%)

2,446,904	2,589,579	2,928,835
186,519	230,160	261,489
184,697	230,094	257,272
123,542	153,905	184,520
181.18	227.37	276.58
84.00	90.00	110.00
46.4	39.6	39.8

3,107,242

270,956

268,248

202,325

309.29 123.00

39.8

Proposal No. 2:Election of 10 Directors of the Board

The terms of office of all 10 current Directors of the Board will expire at the close of this Ordinary General Meeting of Shareholders.

The Company proposes to elect 10 Directors of the Board, including 5 Outside Directors of the Board.

The candidates for Director of the Board are as follows:

No.	Name	Gender	Current post in the Company	Number of years in office as Director of the Board (at the close of this Meeting)	Attendance at the meetings of the Board of Directors (73rd)
1	Reelection	Yoshihiro Nakai	Male	Representative Director of the Board President, Executive Officer, CEO Member, Personnel Affairs and Remuneration Committee	8 years	12/12 (100%)
2	Reelection	Yosuke Horiuchi	Male	Representative Director of the Board Vice Chairman, Executive Officer	8 years	12/12 (100%)
3	Reelection	Satoshi Tanaka	Male	Representative Director of the Board Executive Vice President, Executive Officer Member, Personnel Affairs and Remuneration Committee	4 years	12/12 (100%)
4	Reelection	Toru Ishii	Male	Director of the Board Senior Managing Officer	4 years	12/12 (100%)
5	Reelection	Hiroshi Shinozaki	Male	Director of the Board Senior Managing Officer	1 year	9/9 (100%)
6	Reelection Outside Independent Director	Yukiko Yoshimaru	Female	Outside Director of the Board Chairperson, Personnel Affairs and Remuneration Committee	6 years	12/12 (100%)
7	Reelection Outside Independent Director	Toshifumi Kitazawa	Male	Outside Director of the Board Chairperson, Board of Directors Member, Personnel Affairs and Remuneration Committee	4 years	12/12 (100%)
8	Reelection Outside Independent Director	Yoshimi Nakajima	Female	Outside Director of the Board	3 years	12/12 (100%)
9	Reelection Outside Independent Director	Keiko Takegawa	Female	Outside Director of the Board Member, Personnel Affairs and Remuneration Committee	3 years	12/12 (100%)
10	Reelection Outside Independent Director	Shinichi Abe	Male	Outside Director of the Board	2 years	12/12 (100%)

Reelection: candidate for Director of the Board to be reelected

Outside: candidate for Outside Director of the Board

Independent Director: candidate for Independent Director stipulated by the Tokyo Stock Exchange, Inc.

No.	Name	Knowledge, experiences and abilities particularly expected of each Director of the Board
Corporate management Business strategy	International business Overseas insight	Finance strategy and accounting	Technology and environment Innovation	Improvement in sociability Human resources development Diversity	Governance Risk management Compliance
1	Yoshihiro Nakai	●	●	●	●
2	Yosuke Horiuchi	●	●	●	●
3	Satoshi Tanaka	●	●	●	●	●
4	Toru Ishii	●	●	●
5	Hiroshi Shinozaki	●	●	●
6	Yukiko Yoshimaru	●	●	●	●
7	Toshifumi Kitazawa	●	●	●	●
8	Yoshimi Nakajima	●	●	●	●
9	Keiko Takegawa	●	●	●
10	Shinichi Abe	●	●	●	●

* This chart indicates certain knowledge, experiences, and abilities which the Company particularly expects each candidate to have for his/her duties,

not necessarily what each candidate currently has in fact.

Candidate No. 1	Number of years in office as Director of the Board (at the close of this Ordinary General Meeting of Shareholders)	Attendance at the meetings of the Board of Directors (FY2023)	Special interest with the Company
8 years	12/12 (attendance at the meetings of the Board of Directors: 100%)	None
Yoshihiro Nakai (April 30, 1965) (58 years old) Reelection Number of the Company's Shares owned 112,680 shares Knowledge, experiences and abilities particularly expected of each Director of the Board Corporate management / Business strategy ● International business / Overseas insight Finance strategy and accounting ● Technology and environment / Innovation Improvement in sociability / Human resources development / Diversity Governance / Risk management / Compliance ● ●	Career summary, post and responsibility in the Company Apr. 1988:Joined the Company Apr. 2014: Executive Officer, Acting Head of Corporate Management Planning Department of the Company Apr. 2016: Managing Officer of the Company, in charge of Corporate Management Planning and Accounting & Finance Apr. 2016: Director of the Board of the Company Feb. 2018: President, Representative Director of the Board of the Company Apr. 2021: Representative Director of the Board, President, Executive Officer, CEO of the Company (current position) In charge of Business Strategy Division and Division of Built-to-Order Business
Reason for election as Director of the Board In the Corporate Management Planning Division, he exercised his outstanding conceptual ability and always played a central role in formulating and implementing the Group's management strategies and plans. In particular, since assuming the post of President, he has been focusing on demonstrating the comprehensive capabilities of the Group with the Corporate Philosophy as a compass and strengthening the corporate governance structure and promoting ESG management aggressively. In the Fifth Mid-Term Management Plan, he strived to develop human resources with integrity and autonomy under the slogan of Innovation & Communication, and focused on the whole Group' working together for the common goals. As a result, the Group's performance exceeded the plan. To achieve sustainable growth and increase the corporate value of the Sekisui House Group through his strong leadership, by promoting the Sixth Mid-Term Management Plan and steadily transforming into a global company that offers integrated proposals of technologies, lifestyle design, and services based on the residential domain, under the global vision of "Make home the happiest place in the world," the Company therefore proposes to reelect him as a Director of the Board.
Candidate No. 2	Number of years in office as Director of the Board (at the close of this Ordinary General Meeting of Shareholders)	Attendance at the meetings of the Board of Directors (FY2023)	Special interest with the Company
8 years	12/12 (attendance at the meetings of the Board of Directors: 100%)	None
Yosuke Horiuchi (September 25, 1956) (67 years old) Reelection Number of the Company's Shares owned 67,700 shares Knowledge, experiences and abilities particularly expected of each Director of the Board Corporate management / Business strategy ● International business / Overseas insight Finance strategy and accounting ● Technology and environment / Innovation ● Improvement in sociability / Human resources development / Diversity Governance / Risk management / Compliance ●	Career summary, post and responsibility in the Company Apr. 1980:Joined the Company Apr. 2012: Executive Officer, Acting Head of Tokyo Sha Maison Sales Administration Headquarters of the Company Apr. 2014: Managing Officer of the Company, in charge of Sha Maison Sales (East Japan) Apr. 2016: Director of the Board of the Company Dec. 2017: Acting Head of Tokyo Sha Maison Sales Administration Headquarters, Acting Head of Condominium Headquarters Apr. 2018: Senior Managing Officer of the Company In charge of Transaction Promotion Division, Acting Head of East Japan Building Sales Administration Headquarters Aug. 2018: In charge of Transaction Promotion Division and East Japan Building Sales Administration Feb. 2020: In charge of Investor Relations Division and Transaction Promotion Division Jun. 2020: In charge of ESG Management Promotion Division, Accounting & Finance Division and Transaction Promotion Division Feb. 2021: In charge of Division of Finance and ESG and TKC Project Apr. 2021: Representative Director of the Board, Vice Chairman, Executive Officer of the Company (current position)Feb. 2022: Acting Head of ESG Management Promotion Headquarters Feb. 2023: In charge of Division of Finance and ESG (current position) Significant concurrent post of other companies President, Representative Director of the Board of Sekisui House Financial Services Co., Ltd. Vice Chairman of Japan Federation of Housing Organizations
Reason for election as Director of the Board In the business field based on "Sha-Maison" rental housing, he has contributed to the development of the three- and four-story rental housing market by leading the area marketing strategy that is dedicated to responding to the local tenant market. He has also promoted the expansion of the customer base through means such as strengthening the corporate real estate (CRE) and public real estate (PRE) businesses with a focus on corporate customers. He is working to enhance the Group's social value through collaboration with diverse stakeholders as the Chairperson of the ESG Promotion Committee, which includes outside members. He also has received a high evaluation from outside the company for proactive disclosure of information including ESG-related information. In addition, since assuming the post of Representative Director of the Board in 2021, he has served in a key position at the industry group and contributed to realizing a more comfortable housing life. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, build on its achievements as a leading company in ESG management, and strongly promote the strengthening of financial base and the enhancement of information disclosure, the Company proposes to reelect him as a Director of the Board.
Candidate No. 3	Number of years in office as Director of the Board (at the close of this Ordinary General Meeting of Shareholders)	Attendance at the meetings of the Board of Directors (FY2023)	Special interest with the Company
4 years	12/12 (attendance at the meetings of the Board of Directors: 100%)	None
Satoshi Tanaka (February 27, 1958) (66 years old) Reelection Number of the Company's Shares owned 37,600 shares Knowledge, experiences and abilities particularly expected of each Director of the Board Corporate management / Business strategy ● International business / Overseas insight ● Finance strategy and accounting Technology and environment / Innovation ● Improvement in sociability / Human resources development / Diversity Governance / Risk management / Compliance ● ●	Career summary, post and responsibility in the Company Apr. 1981:Joined MITSUI & CO., LTD. Apr. 2004: Apr. 2007: General Manager of Investor Relations Division of MITSUI & CO., LTD. General Manager of Corporate Planning & Strategy Division of MITSUI & CO., LTD. July 2010: Deputy General Manager of Consumer Service Business Unit of MITSUI & CO., LTD. Apr. 2011: Executive Officer; General Manager of Consumer Service Business Unit of MITSUI & CO., LTD. Apr. 2013: Managing Officer; General Manager of Consumer Service Business Unit of MITSUI & CO., LTD. Apr. 2015: Apr. 2017: June 2017: Senior Managing Officer; President of Asia Pacific Business Unit of MITSUI & CO., LTD. and President of MITSUI & CO. (ASIA PACIFIC) PTE. LTD. Vice President & Executive Officer; CAO (Chief Administrative Officer); CIO (Chief Information Officer); CPO (Chief Privacy Officer) of MITSUI & CO., LTD. Representative Director; Vice President and Executive Officer of MITSUI & CO., LTD. June 2019: Counselor of MITSUI & CO., LTD. Mar. 2020: Apr. 2020: Outside Director of Kuraray Co., Ltd. (current position) Outside Director of the Board of the Company Jan. 2021: Outside Director of IHH Healthcare Berhad (current position) Apr. 2021: Representative Director of the Board, Executive Vice President, Executive Officer of the Company In charge of Division of Administration and Human Resources (current position) Significant concurrent post of other companies Outside Director of Kuraray Co., Ltd. Outside Director of IHH Healthcare Berhad
Reason for election as Director of the Board Having held key positions in a major general trading company, he has domestic and international management experience, as well as knowledge and experience in the energy and consumer service sectors. He served as the Representative Director of the Board, Vice President & Executive Officer of the trading company from 2017 to 2019, where he was the officer responsible for the corporate staff divisions, including the positions of CAO, CIO, and CPO. He assumed the position of Outside Director of the Board of the Company in 2020. Since assuming the position of Representative Director of the Board, Executive Vice President, Executive Officer in 2021, he has been in charge of the Division of Administration and Human Resources, responsible for promoting human resource strategies such as supporting employees' self-directed career development and ensuring diversity among core human resources through initiatives such as mid-career recruitment. He has also made various efforts to strengthen the effectiveness of the risk management system as the Chairperson of the Risk Management Committee. To achieve sustainable growth and increase the corporate value of the Sekisui House Group based on his extensive knowledge as a manager and his activities and contributions as an Outside Director of the Board of the Company, especially in practicing human capital management from a global perspective and promoting the strengthening of the effectiveness of corporate governance and risk management system, the Company proposes to reelect him as a Director of the Board.

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