Ebara Jitsugyo : Notice of Convocation Annual General Meeting 2023

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: 6328) March 8, 2023 Start date of electronic provision measures: March 2, 2023

To our shareholders:

Toshinori Yoshida

Representative Director, President, Executive Officer & COO

EBARA JITSUGYO CO., LTD.

7-14-1 Ginza, Chuo-ku, Tokyo

Notice of the 84th Annual General Meeting of Shareholders

We are pleased to announce the 84th Annual General Meeting of Shareholders of EBARA JITSUGYO CO., LTD. (the "Company"), which will be held as described below.

When convening this general meeting of shareholders, the Company takes electronic provision measures for information contained in the reference documents, etc. for the general meeting of shareholders (matters subject to electronic provision measures), and posts this information on websites. Please access one of the following websites to review the information.

The Company's website: https://www.ejk.co.jp/ir/news.html (in Japanese only)

(Please access the above website and review the Notice of Convocation Annual General Meeting 2023 dated March 2, 2023.)

Website containing materials for the general meeting of shareholders: https://d.sokai.jp/6328/teiji/ (in Japanese only)

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

(Access the TSE website by using the Internet address shown above, enter "EBARA JITSUGYO" in "Issue name (company name)" or the Company's securities code "6328" 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 will not attend the meeting in person, you may exercise your voting rights via the Internet, etc. or in writing (by mail). In that case, please review the Reference Documents for General Meeting of Shareholders, and vote according to the "Information on Exercising Voting Rights" (in Japanese only) by 5:30 p.m. on Wednesday, March 22, 2023 (JST).

1. Date and Time: Thursday, March 23, 2023, at 10:00 a.m. (JST) (Reception will open at 9:30 a.m.)
2. Venue: 6-14-10 Ginza, Chuo-ku, Tokyo

"Sakura," 2F, Courtyard by Marriott Ginza Tobu Hotel

3. Purpose of the Meeting Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 84th fiscal year (from January 1, 2022 to December 31, 2022), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee
2. Report on the Non-consolidated Financial Statements for the 84th fiscal year (from January 1, 2022 to December 31, 2022)
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Matters to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Four Directors (Excluding Audit and Supervisory Committee Members)

Proposal No. 3 Revision of Remuneration Amount under Restricted Share-based Remuneration System

Proposal No. 4 Acquisition of Treasury Shares

Proposal No. 5 Amendment to the Articles of Incorporation Concerning the Number of Outside Directors The outlines regarding the shareholder proposals (Proposal 3 to Proposal 5) are as stated in the attached "Reference Documents for General Meeting of Shareholders."

• When attending the meeting in person, please hand in the voting form at the reception desk at the meeting venue.
• If revisions to the matters subject to electronic provision measures arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's aforementioned website, the website containing materials for the general meeting of shareholders and the Tokyo Stock Exchange website.
• In accordance with the revisions to the Companies Act, matters subject to electronic provision measures in principle are to be checked by accessing one of the aforementioned websites and paper-based documents will be only delivered to those shareholders who have made a request before the record date for delivery of paper-based documents. However, for this General Meeting of Shareholders, regardless of any request made for delivery of paper-based documents, documents stating matters subject to electronic provision measures will be delivered without exception to shareholders regardless of whether they have made a request for delivery of such documents or not.
  Among the matters subject to electronic provision measures, in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered to shareholders.
• 1. Notes to the Consolidated Financial Statements
  2. Notes to the Non-consolidated Financial Statements

Therefore, Consolidated Financial Statements and Non-consolidated Financial Statements provided in such documents constitute part of the documents included in the scope of audits over the course of the preparation of the accounting audit report and audit report by the Financial Auditor and the Audit and Supervisory Committee, respectively.

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Highlights of initiatives for corporate governance

1. Capital policy and shareholder returns [Basic Policy]

• Continuously implement stable dividends with a target consolidated payout ratio of 35%.
• As one means of returning profits to shareholders, the Company will flexibly purchase its own shares, taking

into consideration such factors as demand for funds and stock price levels. [Action in 2022]

1. • Although the Company posted a decreased profit for the fiscal year ended December 31, 2022, giving importance to providing stable dividends, the Company decided on paying the same amount as the fiscal year ended December 31, 2021 of ¥85 per share. Based on this, the consolidated payout ratio will be 48%.
   • At its Board of Directors Meeting, the Company resolved to acquire up to 500,000 treasury shares, which is 4.07% of the total issued shares, with a total acquisition value of up to ¥1,000 million, and by December 31, 2022, the Company had acquired 143,300 treasury shares at a value of ¥326 million.
   • Cancelled 500,000 shares of the Company's shares on November 30, 2022 (3.72% of total number of issued shares before cancellation).
2. Reduction of cross-shareholdings
3. • As of December 31, 2021, the Company's cross-shareholdings were eight issues other than unlisted shares, valued at ¥2,260 million (equivalent to 11.8% of consolidated net assets as of December 31, 2021). However, as of December 31, 2022, the Company had sold four issues on the market. As a result, cross-shareholdings other than unlisted shares as of December 31, 2022 were four issues, valued at ¥1,537 million (equivalent to 8.3% of consolidated net assets as of December 31, 2022).
4. Composition of the Board of Directors
5. • As part of the process of strengthening the monitoring function of the Board of Directors, the Company appointed Independent Outside Director Mr. Noboru Tachibana to serve as Chairman of the Board of Directors.
   • At the Annual General Meeting of Shareholders held in March 2022, Ms. Aki Shimizu was elected as Independent Outside Director and the ratio of Independent Outside Director increased from three in eight to four in nine Directors, including a female Director.

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Reference Documents for General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

The Company pursues a balance between financial soundness, capital efficiency, and profit returns, while aiming to expand profits by making capital investments for new business development, growth investment such as business alliances and M&As, and improving profitability, aiming to improve shareholder value. The Company also recognizes that returning profits to shareholders is a significant management issue.

Regarding year-end dividends for the current fiscal year and other appropriation of surplus, the Company proposes the following, having given consideration to business performance for the current fiscal year and future business development.

1. Year-enddividends

1. Type of dividend property Cash
2. Allotment of dividend property and their aggregate amount ¥42.50 per common share of the Company
   Total dividends: ¥518,677,820
   As the Company has already paid an interim dividend of ¥42.50 per share, the annual dividend for the fiscal year will be ¥85 per share.
3. Effective date of dividends of surplus March 24, 2023

1. Other appropriation of surplus

1. Item of surplus to be increased and amount of increase General reserve: ¥1,000,000,000
2. Item of surplus to be decreased and amount of decrease Retained earnings brought forward: ¥1,000,000,000

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Proposal No. 2 Election of Four Directors (Excluding Audit and Supervisory Committee Members)

The terms of office of all four Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting.

In that regard, the Company proposes the election of four Directors.

In addition, the Company's Audit and Supervisory Committee has judged each candidate to be an appropriate nomination for the position of Director of the Company for this proposal.

The candidates for Director are as follows:

	Candidate No.	Name	Position in the Company
	1		Hisashi Suzuki	Representative Director, Chairman & CEO
			Reelection
				Representative Director, President, Executive Officer & COO,
	2		Toshinori Yoshida	Supervising Administration, Supervising the Company's
			Reelection
				Products
				Director, Senior Managing Executive Officer, Supervising
	3		Takashi Ishii	Reelection
		Sales
				Director, Managing Executive Officer, Head of Planning &
	4		Shuji Ohno	Reelection
		Strategy Office

Reelection Candidate for Director to be reelected

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