Leopalace21 : Notice of the 49th 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 10, 2022

To Our Shareholders

Bunya Miyao

Representative Director, President

and CEO

Leopalace21 Corporation

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

Notice of the 49th Ordinary General Shareholders' Meeting

We are pleased to announce that the 49th 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, June 28, 2022.

[Exercising your voting rights by in writing]

Please refer to the Reference Materials for the General Shareholders' Meeting on pages 3 to 16 of this document, 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]

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 on pages 3 to 16 of this document or the reference materials posted on the Company website, which will be accessible via the Voting Rights Exercise Site, follow the instructions 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, the voting via the Internet shall prevail.

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

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Details

1. Date and Time: June 29, 2022 (Wednesday), 10:00 a.m. (Reception will open at 9:00 a.m.)
2. Place:Conference room, Head Office, Leopalace21 Corporation

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

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 49th Fiscal Term (from April 1, 2021 to March 31, 2022)
2. Report on Non-consolidated Financial Statements for the 49th Fiscal Term (from April 1, 2021 to March 31, 2022)

Matters to be resolved:

Proposal No. 1: Partial Amendment to Articles of Incorporation (System for Electronic Provision of Informational Materials)

Proposal No. 2: Election of Ten (10) Directors

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, 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.

Up until now, it has been the Company's practice to distribute in writing the "Notice Concerning Resolutions at the Ordinary General Shareholders' Meeting" as the method of providing notification of the results of resolutions after the conclusion of the Ordinary General Shareholders' Meeting. However, starting from the 48th Ordinary General Shareholders' Meeting, the Company will post the results of resolutions on the Company's website (URL shown below), instead of providing them in writing.

We appreciate the understanding of our shareholders on this matter. http://eg.leopalace21.com/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.

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Reference Materials for the General Shareholders' Meeting

Proposal No. 1: Partial Amendment to Articles of Incorporation

(System for Electronic Provision of Informational Materials)

1. Rationale for amendment
   The Company decided on amending the Articles of Incorporation in line with the introduction of the system for electronic provision of informational materials for general shareholders' meetings in accordance with the proviso of Article 1 of the Supplementary Provision of the Act Partially Amending the Companies Act (Act No. 70 of 2019) to be enforced on September 1, 2022.
2. 1. The Company is required to state in the Articles of Incorporation the measures for electronic provision of information contained in the reference materials and other documents for the General Shareholders' Meetings. Article 14. (Measures for Electronic Provision of Information and Others), paragraph 1 in the Proposed Amendment column shall be newly established.
   2. Article 14. (Measures for Electronic Provision of Information and Others), paragraph 2 in the Proposed Amendment column shall be newly established so that the Company may restrict the scope of the items to be stated in the paper-based documents to be delivered to shareholders who have requested paper-based document delivery by the record date of voting rights among items for which the measures for electronic provision of information contained in the reference materials and other documents for the General Shareholders' Meetings are to be taken, within the scope as prescribed by the Ministry of Justice Order.
   3. With the introduction of the system for electronic provision of informational materials for the general shareholders' meetings, existing Article 14. (Disclosure of Reference Materials and Other Documents for General Shareholders' Meetings on the Internet and Deemed Provision) will become unnecessary. Existing Article 14. shall be deleted.
   4. Supplementary provisions shall be established concerning the effectiveness of the above newly introduced and deleted provisions. These supplementary provisions shall be deleted after the appropriate period has elapsed.
3. Details of amendment
   Details of the amendment are as follows:

(Proposed amendments are underlined)

Existing Articles of Incorporation

Proposed Amendment

Articles 1. - 13.

Articles 1. - 13.

(Disclosure of Reference Materials and Other

Documents for General Shareholders' Meetings on

the Internet and Deemed Provision)

Article 14.The Company, when convening a

General Shareholders' Meeting, may

consider that it has provided the

shareholders by disclosing information

on the Internet in accordance with the

applicable Ordinance of the Ministry of

Justice. The information should be

described or presented in the Reference

Materials for a General Shareholders'

Meeting, Business Reports, Financial

Statements and Consolidated Financial

Statements.

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Existing Articles of Incorporation

Proposed Amendment

(Measures for Electronic Provision of Information

and Others)

Article 14.

14.1

The Company, when convening a

General Shareholders' Meeting, shall

take measures for the electronic

provision of information contained in the

Reference Materials and Other

Documents for the General Shareholders'

Meeting.

14.2

The Company may refrain from

describing all or part of the items for

which the measures for electronic

provision of information can be taken, as

provided by the applicable Ministry of

Justice Order, in the documents to be

delivered to the shareholders who have

requested delivery of the paper-based

documents by the record date of voting

rights.

Articles 15. - 42.

Articles 15. - 42.

(Supplementary Provisions)

(Transitional Measures for Electronic Provision of

Information related to the General Shareholders'

Meetings)

Article 1.

1.1

The deletion of Article 14. of the existing

Articles of Incorporation (Disclosure of

Reference Materials and Other

Documents for General Shareholders'

Meetings on the Internet and Deemed

Provision) and the establishment of

Article 14. of the proposed amendments

(Measures for Electronic Provision of

Information and Others) shall come into

force from September 1, 2022, the

effective date (hereinafter referred to as

the "Effective Date") as provided in the

proviso of Article 1. of the Supplementary

Provisions of the Act for Partial Revision

of the Companies Act (Act No. 70 of

2019).

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Existing Articles of Incorporation

Proposed Amendment

1.2Notwithstanding the provisions of the

preceding paragraph, Article 14. of the

existing Articles of Incorporation

(Disclosure of Reference Materials and

Other Documents for General

Shareholders' Meetings on the Internet

and Deemed Provision) shall remain in

force with respect to a General

Shareholders' Meeting with a date falling

within six months from the Effective Date

as the date of the General Shareholders'

Meeting.

1.3These Supplementary Provisions shall

be deleted as of the date on which six

months have elapsed from the Effective

Date or as of the date on which three

months have elapsed from the General

Shareholders' Meeting as specified in

the preceding paragraph, whichever is

later.

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