Leopalace21 : Notice of the 47th Ordinary General Shareholders' Meeting

English Translation of Original Japanese

This is a translation of the original notice in Japanese. In the event of any discrepancy, the original notice in Japanese shall prevail.

Although the consolidated and non-consolidated financial statements in Japanese were audited, their English translation was not audited.

Securities Code No. 8848

June 30, 2020

To Our Shareholders

Bunya Miyao

President and CEO

Leopalace21 Corporation

2-54-11 Honcho, Nakano-ku, Tokyo

Notice of the 47th Ordinary General Shareholders' Meeting

We are pleased to announce that the 47th Ordinary General Shareholders' Meeting of Leopalace21 Corporation ("the Company") will be held as described below.

If you will not be attending the meeting in person you can still exercise your voting rights by either of the following methods. Please exercise your voting rights beforehand by either of the following methods no later than 6:00 p.m. on Tuesday, July 21, 2020.

[Exercising your voting rights by proxy]

The Company's preference is for you to exercise your voting rights by proxy. Please refer to pages 3 to 12 of the Reference Materials for the General Shareholders' Meeting and Reference Materials for the Solicitation of Proxy Voting, indicate "for" or "against" for each proposal shown on the enclosed Proxy Voting Form and return it in time for delivery by the deadline mentioned above.

In addition, if you exercise your voting rights by proxy and also by the Voting Rights Exercise Form or via the Internet, etc., the voting by proxy shall prevail.

In the event that no indication of "for" or "against" has been made, this shall be treated as the intent of approval.

[Exercising your voting rights by the Voting Rights Exercise Form]

Please refer to pages 3 to 12 of the Reference Materials for the General Shareholders' Meeting and Reference Materials for the Solicitation of Proxy Voting, indicate "for" or "against" for each proposal shown on the enclosed Voting Rights Exercise Form and return it in time for delivery by the deadline mentioned above.

In the event that no indication of "for" or "against" has been made, this shall be treated as the intent of approval.

[Exercising your voting rights via the Internet, etc.]

Please access the Voting Rights Exercise Site (https://www.web54.net), which is designated by the Company. Enter the "Voting Rights Exercise Code" and "Password" noted on the enclosed Voting Rights Exercise Form, examine the Reference Materials for the General Shareholders' Meeting and Reference Materials for the Solicitation of Proxy Voting on pages 3 to 12 of this document or the reference materials posted on the Company website, which will be accessible via the Voting Rights Exercise Site, follow theinstructions on the screen, and indicate "for" or "against" for each proposal.

In addition, if you exercise your voting rights both by the Voting Rights Exercise Form and via the Internet, etc., the voting via the Internet, etc. shall prevail.

If you exercise your voting rights multiple times via the Internet, etc., the voting exercised last shall prevail.

Details

1. Date and Time:

July 22, 2020 (Wednesday), 10:00 a.m. (Reception will open at 9:00 a.m.)

(The Ordinary General Shareholders' Meeting for this fiscal year was originally scheduled to be held at the end of June. However, due to the delay in the closing of accounts caused by the effects of the novel coronavirus disease (COVID-19), it has been rescheduled to this date.)

• 2. Place:

  Conference room, Head Office, Leopalace21 Corporation

  2-54-11 Honcho, Nakano-ku, Tokyo

  Please note that the venue has changed from last time, so be sure to use the correct address.

• 3. Agenda for the Meeting Matters to be reported:

  • 1. Report on the Business Report, Consolidated Financial Statements, and Results of Audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 47th Fiscal Term (from April 1, 2019 to March 31, 2020)

  • 2. Report on Non-consolidated Financial Statements for the 47th Fiscal Term (from April 1, 2019 to March 31, 2020)

  Matters to be resolved:

Proposal No. 1:	Election of Nine (9) Directors
Proposal No. 2:	Election of Two (2) Audit & Supervisory Board Members
Proposal No. 3:	Election of a Substitute Audit & Supervisory Board Member

Note: For those attending the meeting in person, please present the enclosed Voting Rights Exercise Form at the reception desk.

Should any amendments be made to the Reference Materials for the General Shareholders' Meeting and Reference Materials for the Solicitation of Proxy Voting, the Business Report, Non-consolidated Financial Statements or Consolidated Financial Statements, such amendments will be posted on the Company website (please refer to the URL below).

If you wish your proxy to attend the meeting, the proxy shall be limited to one other shareholder who has the voting right of the Company. In this case, you should submit the letter of attorney and your own Voting Rights Exercise Form evidencing the proxy's authority to represent. Please note that anyone other than a shareholder (e.g., non-shareholding proxy, person accompanying the shareholder) will not be allowed to attend the meeting.

Trust banks and other nominee shareholders (including standing proxies) who have applied in advance to use the electronic voting platform operated by ICJ, Inc. (a joint-venture company established by Tokyo Stock Exchange, Inc. and others) may use this platform other than voting via the Internet to electronically exercise voting rights for the Company's General Shareholders' Meeting.

https://www.leopalace21.co.jp/ir/stocks/meeting.html

On the day of the General Shareholders' Meeting, we invite all shareholders to dress casually.

Please be advised in advance that no gifts will be distributed to attending shareholders, and no social function will be held after the conclusion of the General Shareholders' Meeting.

Reference Materials for the General Shareholders' Meeting and

Reference Materials for the Solicitation of Proxy Voting

1. Solicitor for Proxy Voting

Bunya Miyao President and CEO Leopalace21 Corporation

2. Proposals and Matters for Reference

Proposal No. 1: Election of Nine (9) Directors

The term of office of all twelve (12) Directors will expire at the conclusion of this Ordinary General Shareholders' Meeting. In that regard, it is proposed that nine (9) Directors (of which six (6) will be Outside Directors) be elected.

The candidates for Director are as follows:

[Reference] Structure of the Board of Directors after the General Shareholders' Meeting

If all candidates are elected as Directors, the Board of Directors will consist of nine (9) Directors: three (3) Executive Directors and six (6) Outside Directors with the latter being the majority.

Skillset Matrix of the Board of Directors

Attribute

Expertise, Experience, and Knowledge

Name

Executive position

Nomina- tion and

Corporate

Corporate rehabili- tation

Sales and market-ing

Quality

Account- ing and tax affairs

Finance

IR

Global

Audit

Independency

Compensa-

Age

Gender

manage-

and

manage-

Legal

tion Committee

ment

business restruc-turing

ment

1

Bunya Miyao

President and CEO Chairman of the Board of Directors

Member

60

Male







2

Shigeru Ashida

Director and Managing Executive Officer

56

Male







3

Mayumi Hayashima

Director and Executive Officer

47

Female







4

Tadashi Kodama

Director

Lead Independent Outside

Chairman

72

Male







5

Tetsuji Taya

Director

Independent Outside

Member

56

Male













6

Hisafumi Koga

Director

Outside

Member

72

Male





7

Kazuyasu Fujita

Director

Independent Outside

Member

74

Male











8

Yutaka Nakamura

Director

Independent Outside

Member

61

Male



9

Akira Watanabe

Director

Independent Outside

Member

73

Male









Candidate number	Name (Date of birth)	Career summary, and positions and duties in the Company (Significant concurrent positions)	Number of the Company's shares held
1	To be re-elected Bunya Miyao (April 14, 1960) Attendance at the Board of Directors meetings: 33/33 Term of office: 4 years	April 1983 June 1990 Joined Nakamichi Leasing Co., Ltd. Joined Leopalace21 Corporation September 2000 Deputy Manager of the Financial Department, Leopalace21 Corporation July 2008 General Manager of the Resort Business Headquarters, Leopalace21 Corporation July 2010 General Manager of the Management Planning Department, Leopalace21 Corporation July 2012 April 2013 Administrative Officer, Leopalace21 Corporation Executive Officer, Leopalace21 Corporation June 2016 Director and Executive Officer, Leopalace21 Corporation May 2017 Representative in charge of the Management Planning Department, the Public Relations Department, Leopalace21 Corporation April 2018 Director and Managing Executive Officer, Leopalace21 Corporation Representative in charge of Management Planning and Investor Relations, Leopalace21 Corporation May 2019 President and CEO, Leopalace21 Corporation (incumbent) June 2019 Chief of the Business Operation Headquarters, Leopalace21 Corporation (incumbent)Significant concurrent positions Director, Leopalace Guam Corporation	7,000 shares
	Reason for nomination as a candidate for Director Mr. Bunya Miyao is fulfilling an appropriate role as Representative Director by taking important management decisions and supervising business execution, etc. Moreover, he possesses knowledge about the Company's growth strategy and business promotion gained through his experience overseeing the overall business of the Group as President and CEO, and he has strong leadership and decisiveness. It is judged that he can apply these to push through fundamental structural reforms and guide the execution of the Company's business to realize early recovery of its social trust and business performance which were undermined by the problem concerning construction defects. Therefore, the Company has nominated him once more as a candidate for Director.
2	To be re-elected Shigeru Ashida (June 16, 1964) Attendance at the Board of Directors meetings: 26/26 Term of office: 1 year	April 1988 Joined Leopalace21 Corporation November 2003 Deputy Manager of the Financial Department, Leopalace21 Corporation April 2010 General Manager of the Management Planning Department, Leopalace21 Corporation May 2012 General Manager of the Business Planning Department, Leopalace21 Corporation April 2013 April 2014 Administrative Officer, Leopalace21 Corporation Executive Officer, Leopalace21 Corporation June 2019 Director and Managing Executive Officer, Leopalace21 Corporation (incumbent) Chief of the Emergency Headquarters for Construction Defects, Leopalace21 Corporation (incumbent)Significant concurrent positions President and CEO, Leopalace Power Corporation	13,100 shares
	Reason for nomination as a candidate for Director Mr. Shigeru Ashida is fulfilling an appropriate role as Director by taking important management decisions and supervising business execution, etc. Moreover, he possesses knowledge about the Company's growth strategy and business promotion and decisiveness, gained through his experience such as overseeing the new business development department and, as Managing Executive Officer, handling the problem concerning construction defects. It is judged that he can apply these to push through fundamental structural reforms and guide the execution of the Company's business to realize early recovery of its social trust and business performance which were undermined by the problem concerning construction defects. Therefore, the Company has nominated him once more as a candidate for Director.
Candidate number	Name (Date of birth)	Career summary, and positions and duties in the Company (Significant concurrent positions)	Number of the Company's shares held
3	To be re-elected Mayumi Hayashima (April 26, 1973) Attendance at the Board of Directors meetings: 25/26 Term of office: 1 year	April 1996 Joined Leopalace21 Corporation April 2009 Deputy General Manager of the Eastern Japan Corporate Sales Department, Leasing Sales Section 3, Leasing Business Division, Leopalace21 Corporation July 2010 General Manager of the Corporate Sales Department, Eastern Japan Section 2, Leasing Business Division, Leopalace21 Corporation April 2014 General Manager of the Corporate Business Promotion Department, Leopalace21 Corporation April 2015 April 2018 Administrative Officer, Leopalace21 Corporation Executive Officer, Leopalace21 Corporation June 2019 Director and Executive Officer, Leopalace21 Corporation (incumbent) Chief of the Compliance Management Headquarters, Chief Legal Officer (CLO), Leopalace21 Corporation June 2020 Chief of the Compliance Promotion Headquarters, Chief Legal Officer (CLO), Leopalace21 Corporation (incumbent)	5,500 shares
	Reason for nomination as a candidate for Director Ms. Mayumi Hayashima is fulfilling an appropriate role as Director by taking important management decisions and supervising business execution, etc. Moreover, she possesses knowledge about the Company's growth strategy, business promotion and compliance gained through her experience conducting cross-sectional measures, overseeing sales departments and, as Executive Officer, overseeing legal compliance department. It is judged that she can apply these to push through fundamental structural reforms and guide the execution of the Company's business to realize early recovery of its social trust and business performance which were undermined by the problem concerning construction defects. Therefore, the Company has nominated her once more as a candidate for Director.
4	To be re-elected Outside Director Independent Officer Tadashi Kodama (November 11, 1947) Attendance at the Board of Directors meetings: 30/33 Term of office: 4 years	April 1970 Joined The Dai-Tokyo Fire & Marine Insurance Co., Ltd. (now Aioi Nissay Dowa Insurance Co., Ltd.) June 2001 Director, Aioi Insurance Co., Ltd. (now Aioi Nissay Dowa Insurance Co., Ltd.) April 2002 Managing Director, Aioi Insurance Co., Ltd. April 2003 Senior Managing Director, Aioi Insurance Co., Ltd. April 2004 Representative Director, President, Aioi Insurance Co., Ltd. April 2010 Representative Director, Vice Chairman of the Board of Directors, Aioi Insurance Co., Ltd. April 2010 Representative Director, Executive Officer, MS&AD Insurance Group Holdings, Inc. October 2010 Representative Director, Vice Chairman of the Board of Directors, Aioi Nissay Dowa Insurance Co., Ltd. June 2011 Director, Vice Chairman of the Board of Directors, Aioi Nissay Dowa Insurance Co., Ltd. June 2012 Senior Advisor, Aioi Nissay Dowa Insurance Co., Ltd. June 2015 Retired from Aioi Nissay Dowa Insurance Co., Ltd. June 2016 Outside Director, Leopalace21 Corporation (incumbent)	10,400 shares
	Reason for nomination as a candidate for Outside Director Mr. Tadashi Kodama fulfills an appropriate role as Outside Director in supervising the business execution of the Company by actively providing advice from an independent and fair perspective during the Board of Directors meetings and other meetings. He also serves as chairman of the Nomination and Compensation Committee, thereby increasing the transparency and objectivity of officer election and remuneration decision procedures. Moreover, he has served in important positions at a large non-life insurance company, and he possesses keen insight accumulated through his career as a senior manager of a listed company and deep knowledge and experience in corporate management. For this reason, it is judged that he can make a contribution based on his experience and knowledge regarding growth strategy and business promotion in pushing through fundamental structural reforms and in efforts to realize early recovery of the Company's social trust and business performance which were undermined by the problem concerning construction defects, and he can play a role in supervising business execution in the Board of Directors from an independent and fair perspective. Therefore, the Company has nominated him once more as a candidate for Outside Director.