グッドコムＡ（3475） – Notice of Convocation of the 16th Ordinary General Meeting of Shareholders

To Our Shareholders: Stock code: 3475 January 6, 2022 Sumitomo Fudosan Nishi-Shinjuku Building, 7-20-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo Good Com Asset Co.,Ltd. President and CEO Yoshikazu Nagashima Notice of Convocation of the 16th Ordinary General Meeting of Shareholders I would like to take this opportunity to thank you for your support of Good Com Asset Co.,Ltd . (“Good Com Asset” or the “Company”). We will hold the 16th Ordinary General Meeting of Shareholders as follows. Due to the COVID-19 pandemic, shareholders are asked not to attend the shareholders meeting and to submit your votes in writing before the meeting. Please review the Reference Documents for the General Meeting of Shareholders that follows this notice, vote on the proposals by using the enclosed Voting Form, and return it by no later than Wednesday, January 26, 2022, 6:00 p.m. Details 1. Date and Time 2. Place 3. Meeting Agenda Matters to be reported: Thursday, January 27, 2022 at 10 a.m. (Registration begins at 9 a.m.) Sumitomo Fudosan Shinjuku Grand Tower 5F, 8-17-1, Nishi-shinjuku, Shinjuku-ku, Tokyo BELLESALLE Shinjuku Grand Conference Center 1. The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the 16th Fiscal Year (November 1, 2020 – October 31, 2021) 2. The results of audits conducted by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements for the 16th Fiscal Year (November 1, 2020 – October 31, 2021) Proposals to be resolved: Proposal No. 1: Appropriation of Retained Earnings 4. Disclosure of Information Using the Internet Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Six Directors Proposal No. 4: Election of One Auditor Proposal No. 5: Election of One Substitute Auditor Proposal No. 6: Compensation for Granting Restricted Stock to the Directors (Excluding Outside Directors) In accordance with laws and regulations and Article 15 of the Good Com Asset Articles of Incorporation, the following items that are required to be provided with this shareholders meeting notice are posted on the Good Com Asset website (https://www.goodcomasset. co.jp/investors/irnews.html): information concerning share acquisition rights, etc., the system to ensure the suitability of business operations and the operational status of this system, consolidated statement of changes in equity, notes to the consolidated financial statements, non-consolidated statement of changes in equity and notes to the non-consolidated financial statements. As a result, this information is not included in this notice. Consequently, this notice includes only part of the documents that were audited by Good Com Asset’s auditors and the accounting auditor in order to prepare the audit report. Shareholders who attend the meeting will not receive any gifts from Good Com Asset. Thank you for your understanding. If any amendment is made to the Reference Documents for the General Meeting of Shareholders, the Business Report and the Consolidated and/or the Non-Consolidated Financial Statements, the amended information will be disclosed on the Good Com Asset website (https://www.goodcomasset.co.jp/investors/irnews.html). 1 Reference Documents for the General Meeting of Shareholders Proposal No. 1 Appropriation of Retained Earnings Good Com Asset determines the dividend based on results of operations and financial soundness as well as the need to retain earnings for strengthening business operations and making expenditures for growth in the future. The basic policy is to pay a dividend every fiscal year with a payout ratio of 30% as the guideline. In accordance with this policy, Good Com Asset asks shareholders to approve a year-end dividend of 43 yen per share, which is based on a comprehensive assessment of our financial position. Matters concerning year-end dividends Type of dividend: Dividend payment and total amount: Effective date of distribution of retained earnings: Cash A dividend of 43 yen per share of common stock Total amount of dividends will be 616,395,282 yen January 28, 2022 Dividend per share Yen Year-end dividends Payout ratio FY10/20 Note: The Company conducted a 2-for-1 common stock split effective on FY10/21 FY10/19 November 1, 2020. The dividend per share for FY10/19 and FY10/20 are the actual amount before the stock split. 2 Proposal No. 2 Partial Amendments to the Articles of Incorporation More items are to be added to Article 2 concerning the purposes of business activities in order to prepare for the future diversification and growth of the business operations of the Good Com Asset Group. 1. Reasons for proposal 2. Proposed amendments The proposed amendments are as follows. Current Articles of Incorporation Proposed amendments Underlined parts are amended. (Purpose) (Purpose) Article 2 The purposes of the Company are to engage in the following business activities. Article 2 The purposes of the Company are to engage in the following business activities. (1) Real estate transactions, exchanges and leasing, brokerage services for these activities, and real estate ownership, management and use (2) to (8) (Remain unchanged) (9) Asset management of investment funds, mutual fund operations and planner for the establishment of investment funds in accordance with laws concerning mutual funds and investment funds (10) Investment operations for securitized real estate instruments, bonds, securities and other financial assets (11) to (12) (Remain unchanged) (13) Investment advisory and agency operations in accordance with the Financial Instruments and Exchange Act (14) Monetary loans, loan guarantees and other financial services (15) to (18) (Remain unchanged) (19) Provision of solution services that use artificial intelligence (20) Research and development activities concerning artificial intelligence (21) Data analysis business (22) to (24) (Remain unchanged) (1) Real estate transactions, exchanges and leasing, brokerage services for these activities, and real estate ownership, management and use (2) to (8) (Omitted) (Newly established) (Newly established) (9) to (10) (Omitted) (Newly established) (Newly established) (11) to (14) (Omitted) (Newly established) (Newly established) (Newly established) (15) to (17) (Omitted) 3 Proposal No. 3 Election of Six Directors The terms of office of all five (5) directors will expire at the conclusion of this General Meeting of Shareholders. The election of six (6) directors, including three (3) outside directors, is proposed for the purpose of strengthening management. The candidates for directors are as follows: No. Name Age Gender responsibilities at Good Attribute Current positions and Com Asset 52 Male President and CEO Reelection 35 Male Administration Division and Reelection Managing Director General Manager of Manager of General Affair and Personnel Division Managing Director General Manager of Real Estate Division and Manager of Development Division 45 Male Reelection 22/22 times (100.0%) 48 Male Outside director 49 Female Outside auditor Attendance at the Board of Directors meetings 22/22 times (100.0%) 22/22 times (100.0%) 22/22 times (100.0%) 22/22 times (100.0%) Reelection Outside Independent New appointment Outside Independent New appointment Outside Independent 1 2 3 4 Yoshikazu Nagashima Maoki Higashi Shutaro Morimoto Shoji Matsuyama 5 Kaoru Oda 6 Mikiharu Noma 47 Male – – Reelection Candidate for reelection New appointment Candidate for new appointment Candidate for outside director Outside Independent Candidate who meets the Company’s standards for independence Note: The ages of these candidates are as of this General Meeting of Shareholders. 4 Yoshikazu Nagashima No. 1 No. of shares held: Term of office as director: Attendance at the Board of Directors meetings: 3,925,300 shares 13 years and 6 months 22/22 times Date of Birth: December 5, 1969 Past experience and positions and responsibilities August 1993 July 2004 Joined Toshin World Co., Ltd. (currently Toshin Partners., Co., Ltd.) Director, Manager of Sales Department of Toshin World Co., Ltd. July 2008 March 2015 May 2017 Reelection December 2004 Joined Approad Co., Ltd. as Manager of Sales Department November 2005 Joined Good Com Asset as Manager of Sales Division President and CEO of Goodcom Co. Ltd. (to present) May 2006 President and CEO of Good Com Asset (to present) Representative and CEO of Taiwan Good Com., Ltd. (to present) Representative and CEO of Shanghai Good Com Business Consulting Co., Ltd. (to present) Capital Support Consulting Co., Ltd. (to present) February 2020 President and CEO of September 2020 Director of Room Bank Insure Co., Ltd. (to present) Significant concurrent positions President and CEO of Goodcom Co. Ltd.; Representative and CEO of Shanghai Good Com Business Consulting Co., Ltd.; Director of Room Bank Insure Co., Ltd.; President and CEO of Capital Support Consulting Co., Ltd.; Representative and CEO of Taiwan Good Com., Ltd. Reasons for nomination as a candidate for director As the president and CEO of Good Com Asset for many years, Mr. Nagashima has extensive experience and accomplishments in the Company’s business fields and is believed to have the skills to properly conduct business operations and oversee the performance of the directors. As a result, he is a candidate for reelection as a director. Maoki Higashi Date of Birth: July 23, 1986 Past experience and positions and responsibilities No. of shares held: Term of office as director: Attendance at the Board of Directors meetings: 600 shares 8 years 22/22 times 20,700 shares 6 years 24/24 times No. 2 Reelection January 2014 March 2005 March 2006 January 2013 January 2014 March 2015 Joined Approad Co., Ltd. Joined Good Com Asset Executive Officer, General Affairs and Personnel Education Group Leader, Administration Division of Good Com Asset Director of Goodcom Co. Ltd. (to present) Director, Executive Officer, Manager of General Affairs and Personnel Education Division of Good Com Asset Director of Taiwan Good Com., Ltd. (to present) General Manager of Administration Division and Manager of General Affair and Personnel Division of Good Com Asset January 2017 Director, General Manager of Administration Division and Manager of General Affair and Personnel Division of Good Com Asset Director of Shanghai Good Com Business Consulting Co., Ltd. (to present) February 2020 Director of Capital Support May 2017 Consulting Co., Ltd. (to present) September 2020 Director of Room Bank Insure Co., Ltd. (to present) January 2021 Managing Director, General Manager of Administration Division and Manager of General Affair and Personnel Division of Good Com Asset (to present) September 2015 Director, Executive Officer, Significant concurrent positions Director of Goodcom Co. Ltd.; Director of Shanghai Good Com Business Consulting Co., Ltd.; Director of Room Bank Insure Co., Ltd.; Director of Capital Support Consulting Co., Ltd.; Director of Taiwan Good Com., Ltd. Reasons for nomination as a candidate for director After assignments at Good Com Asset in the sales and administration divisions, Mr. Higashi was elected a director in 2015 as the executive for administration. Due to his extensive experience and knowledge in this field, he is a candidate for reelection as a director. 5 No. 4 Reelection Outside Independent No. 3 Shutaro Morimoto Date of Birth: December 2, 1976 Past experience and positions and responsibilities No. of shares held: Term of office as director: Attendance at the Board of Directors meetings: 26,800 shares 7 years and 3 months 22/22 times April 1999 December 2005 February 2010 Joined Nihon Housing Co., Ltd. Joined Mebius Brain Co., Ltd. Joined Tokyo City-Development Co., Ltd. May 2018 September 2011 Joined Good Com Asset March 2013 August 2019 Director, General Manager of Real Estate Division and Manager of Development Division of Good Com Asset Director of Shanghai Good Com Business Consulting Co., Ltd. (to present) Reelection October 2014 January 2017 Executive Officer, Manager of Real Estate Division of Good Com Asset Director, Executive Officer, Manager of Real Estate Division of Good Com Asset Director, Manager of Real Estate Division of Good Com Asset September 2019 Director of Taiwan Good September 2020 Director of Room Bank Insure Com., Ltd. (to present) Co., Ltd. January 2021 Managing Director, General Manager of Real Estate Division and Manager of Development Division of Good Com Asset (to present) Significant concurrent positions Director of Taiwan Good Com., Ltd.; Director of Shanghai Good Com Business Consulting Co., Ltd. Reasons for nomination as a candidate for director After assignments at Good Com Asset in the real estate division, Mr. Morimoto was elected a director in 2014 as the executive for real estate business. Due to his extensive experience and knowledge in this field, he is a candidate for reelection as a director. Shoji Matsuyama Date of Birth: May 4, 1973 Past experience and positions and responsibilities October 1997 April 2001 July 2006 August 2007 June 2008 June 2009 Joined Asahi Audit Corporation (currently KPMG AZSA LLC) Registered as a certified public accountant Established Matsuyama Certified Public Accounting Office as Representative (to present) Established Asunaro & Co. as Representative (to present) Outside Auditor of Plat’Home Co.,Ltd. (to present) Outside Auditor of Seven Seas Holdings Co., Ltd. (currently FRACTALE Corporation) No. of shares held: Term of office as outside director: Attendance at the Board of Directors meetings: 75,400 shares 4 years 22/22 times October 2009 Outside Auditor of Good Com January 2016 Outside Director of G Three Asset January 2018 Outside Director of Good Com Holdings CORPORATION (member of the Audit and Supervisory Committee) (to present) Asset (to present) Outside Director of FRACTALE Corporation (member of the Audit and Supervisory Committee) (to present) Outside Director of TENMA CORPORATION (to present) June 2018 June 2020 Significant concurrent positions Representative of Matsuyama Certified Public Accounting Office, Representative of Asunaro & Co. Reasons for nomination as a candidate for outside director and expected roles Although Mr. Matsuyama has no experience in corporate management other than as an outside director, Good Com Asset believes that he can use his extensive knowledge of Good Com Asset business operations due to his many years of experience as an auditor at the Company. In addition to his knowledge and experience in the field of accounting and finance as a certified public accountant, Mr. Matsuyama has experience as a director of other companies. He is expected to use this knowledge and experience for the oversight of the management of Good Com Asset and is therefore a candidate for reelection as an outside director. No. 6 5 New appointment Outside Independent No. 6 New appointment Outside Independent Kaoru Oda Date of Birth: May 13, 1972 Past experience and positions and responsibilities April 2005 March 2012 October 2001 Joined Asahi Audit Corporation (currently KPMG AZSA LLC) Registered as a certified public accountant Corporate Outside Auditor of AltPlus Inc. Significant concurrent positions Corporate Outside Auditor of Kaizen Platform, Inc. No. of shares held: Term of office as outside director: Attendance at the Board of Directors meetings: – shares – years 22/22 times October 2015 Outside Auditor of LMG, Inc. (currently Lovable Marketing Group, Inc.) (to present) Corporate Outside Auditor of Kaizen Platform, Inc. (to present) July 2018 January 2019 Outside Auditor of Good Com Asset (to present) Reasons for nomination as a candidate for outside director and expected roles Although Ms. Oda has no experience in corporate management other than as an outside director, she has experience as a Good Com Asset auditor and professional knowledge and considerable experience concerning audits as a certified public accountant. She is expected to use this professional knowledge and experience for improving the oversight of the management of Good Com Asset and is therefore a candidate for election as an outside director. No. of shares held: Term of office as outside director: Attendance at the Board of Directors meetings: – shares – years – times Mikiharu Noma Date of Birth: November 6, 1974 Past experience and positions and responsibilities April 2002 Lecturer of Faculty of Commerce, Yokohama City University April 2018 October 2003 Associate Professor of Faculty of Commerce, Yokohama City University October 2004 Assistant Professor of Graduate April 2007 School of International Corporate Strategy, Hitotsubashi University Associate Professor of Graduate School of International Corporate Strategy, Hitotsubashi University Outside Director of BANDAI NAMCO Holdings Inc. (to present) Significant concurrent positions June 2016 April 2019 June 2019 June 2021 Associate Professor of Graduate School of Business Administration, Hitotsubashi University Professor of Graduate School of Business Administration, Hitotsubashi University (to present) Outside Auditor of Nice Holdings, Inc. (currently Nice Corporation) (to present) Outside Director of NIHON CHOUZAI Co., Ltd. (to present) Professor, Graduate School of Business Administration, Hitotsubashi University Reasons for nomination as a candidate for outside director and expected roles Although Mr. Noma has no experience in corporate management other than as an outside director, he has experience involving research and teaching at the graduate school level in the fields of finance, accounting, and the assessment and management of corporate value. He is the head of the Corporate Reporting Laboratory of the Ministry of Economy, Trade and Industry and has expertise in the fields of investor engagement and ESG management. Mr. Noma is expected to use this academic knowledge and experience for strengthening the oversight of management and increasing corporate value and is therefore a candidate for election as an outside director. 7 Notes: 1. There is no material conflict of interest between the Company and any of these director candidates. 2. Mr. Matsuyama, Ms. Oda and Mr. Noma are candidates to be outside directors and meet the Company’s standards for independence. Ms. Oda is currently an outside auditor of the Company and she plans to resign as an outside auditor at the end of this shareholders meeting. 3. Mr. Matsuyama is currently an outside director of the Company who will finish his fourth year as an outside director 4. Ms. Oda is currently an outside auditor of the Company who will finish her third year as an outside auditor at the at the end of this shareholders meeting. end of this shareholders meeting. 5. The Company has entered into an agreement with Mr. Matsuyama in accordance with Paragraph 1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph 1, Article 423 of this act. The contractual limit on liabilities will be the amount specified by laws and regulations. If Mr. Matsuyama is reelected, the Company plans to extend the agreement. There is an agreement with Ms. Oda as an outside auditor to limit liabilities for damages to the Company. If Ms. Oda is elected a director, the Company plans to have a similar contractual agreement with Ms. Oda as an outside director. In addition, if Mr. Noma is elected a director, the Company also plans to have a similar contractual agreement with Mr. Noma as an outside director. 6. Pursuant to Paragraph 1, Article 430-3 of the Companies Act, the Company has purchased insurance policies concerning the liability of directors and auditors. The policies cover damages due to demands concerning the obligation to fulfill responsibilities involving the performance of the duties of directors and auditors insured by these policies. However, damages resulting from an action taken with the awareness that the action violates a law or regulation are exempt from this coverage. Director candidates who are elected by shareholders will be covered by this liability insurance. The Company pays the entire cost of these policies and plans to renew these policies under the same terms. 7. The Company has designated Mr. Matsuyama as an independent officer in accordance with Tokyo Stock Exchange provisions and notified the Tokyo Stock Exchange of this designation. If he is reelected, the Company plans to designate him an independent officer and submit notification of this status. 8. The Company has designated outside auditor Ms. Oda as an independent officer in accordance with Tokyo Stock Exchange provisions and notified the Tokyo Stock Exchange of this designation. If she is elected, the Company plans to designate her an independent officer and submit notification of this status. 9. Mr. Noma meets the independence requirements of the Tokyo Stock Exchange. If he is elected, the Company plans to designate him an independent officer and submit notification of this status. 8 Proposal No. 4 Election of One Auditor Ms. Kaoru Oda will resign at the end of this General Meeting of Shareholders. Accordingly, the election of one (1) auditors is proposed. This proposal has received the consent of the Board of Auditors. The candidates for auditor is as follows: Naomi Sugawara Date of Birth: September 9, 1978 Age: 43 Gender: Female No. of shares held: Term of office as outside auditor: Attendance at the Board of Directors meetings: Attendance at the Board of Auditors meetings: – shares – years – times – times Past experience and positions December 2010 Registered as an attorney at law December 2010 April 2017 Joined Iwamoto and Sato Law Office Joined Nara Law Office Established Miminashiyama Law Office March 2018 May 2012 July 2015 Visiting researcher of Research Center of Therapeutic Jurisprudence, Seijo University (to present) Joined Tamanomori Law Office (to present) Significant concurrent positions Attorney of Tamanomori Law Office Reasons for nomination as a candidate for outside auditor Ms. Sugawara has considerable professional knowledge and expertise as an attorney. She is a candidate for election as an outside auditor in order to use this knowledge and experience for increasing the transparency of management and strengthening the framework for auditing activities. Although Ms. Sugawara has no experience in corporate management, Good Com Asset believes that the qualifications outlined in the preceding paragraph make her suitable for performing the duties of an outside auditor. New appointment Outside Independent Notes: 1. There is no material conflict of interest between Ms. Sugawara and the Company. 2. Ms. Sugawara is a candidate to be an outside auditor and meet the Company’s standards for independence. 3. If Ms. Sugawara becomes an auditor, the Company will enter into an agreement with her in accordance with Paragraph 1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph 1, Article 423 of this act. The contractual limit on liabilities will be the amount specified by laws and regulations. 4. Pursuant to Paragraph 1, Article 430-3 of the Companies Act, the Company has purchased insurance policies concerning the liability of directors and auditors. The policies cover damages due to demands concerning the obligation to fulfill responsibilities involving the performance of the duties of directors and auditors insured by these policies. However, damages resulting from an action taken with the awareness that the action violates a law or regulation are exempt from this coverage. The auditor candidate who is elected by shareholders will be covered by this liability insurance. The Company pays the entire cost of these policies and plans to renew these policies under the same terms. 5. Ms. Sugawara meets the independence requirements of the Tokyo Stock Exchange. If she is elected, the Company plans to designate her an independent officer and submit notification of this status. 9 Proposal No. 5 Election of One Substitute Auditor To prepare for a contingency in which the number of auditors falls below the statutory requirement, we propose the election of one (1) substitute auditor in advance. This proposal has received the consent of the Board of Auditors. The candidate for substitute auditor is as follows: Masatoshi Yasuda Date of Birth: June 19, 1967 Age: 54 Gender: Male No. of shares held: – shares Past experience and positions April 1990 Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.) March 2017 November 2004 Representative Director of December 2018 October 2011 March 2020 September 2012 Representative Partner of Kyowa Yasuda Co., Ltd. (currently YASUDA MANAGEMENT) (to present) Outside Auditor of G-FACTORY CO.,LTD. Yasuda AM Partners GK (to present) Significant concurrent positions Outside Director of G-FACTORY CO.,LTD. President and CEO of TORANOMON ASSET MANAGEMENT CO.,LTD. (to present) Outside Director of G-FACTORY CO.,LTD. (member of the Audit and Supervisory Committee) (to present) Representative Director of YASUDA MANAGEMENT; Representative Partner of Yasuda AM Partners GK; President and CEO of TORANOMON ASSET MANAGEMENT CO.,LTD. New appointment Outside Independent Reasons for nomination as a candidate for substitute outside auditor Mr. Yasuda has many years of experience in corporate management and experience working at financial institutions. Due to his knowledge concerning finance and accounting, Good Com Asset believes that he is qualified as an auditor to oversee management and perform auditing duties. As a result, he has been selected as a substitute outside auditor candidate. Notes: 1. Mr. Yasuda is the representative director of YASUDA MANAGEMENT and the Company has a contract with this company to receive business support services. 2. Mr. Yasuda is a candidate to be a substitute outside auditor and meets the Company’s standards for independence. 3. Mr. Yasuda meets the independence requirements of the Tokyo Stock Exchange. If he is elected, the Company plans to designate him an independent auditor and submit notification of this status. 4. If Mr. Yasuda becomes an auditor, the Company will enter into an agreement with him in accordance with Paragraph 1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph 1, Article 423 of the same Act. The contractual limit on liabilities will be the amount specified by laws and regulations. 5. Pursuant to Paragraph 1, Article 430-3 of the Companies Act, the Company has purchased insurance policies concerning the liability of directors and auditors. The policies cover damages due to demands concerning the obligation to fulfill responsibilities involving the performance of the duties of directors and auditors insured by these policies. However, damages resulting from an action taken with the awareness that the action violates a law or regulation are exempt from this coverage. If Mr. Yasuda is elected an auditor, he will be covered by this liability insurance. 10 Reference Independence criteria for independence of outside directors and auditors Good Com Asset designates an outside director or auditor or a candidate for either of these positions as independent if, following an examination performed within reasonable limits, none of the following items is applicable. 1. Employment at the Good Com Asset Group Currently employed or employed within the past 10 years as a manger (note 1) at Good Com Asset or a subsidiary or affiliated company 2. Involvement with a company where a Good Com Asset manager is a director or auditor Currently a manager at a company where a manager of Good Com Asset is a director or auditor 3. Significant business relationship An individual who has a significant business relationship (note 2) with the Good Com Asset Group or is a manager of activities involving a significant business relationship or who was associated with a cross-shareholding company of the Good Com Asset Group. An individual who effectively owns 10% or more of total voting rights of Good Com Asset or a manager of an entity that owns 10% or more of total voting rights An individual who is employed at the auditing company that audits the Good Com Asset financial statements An individual or member of an organization that receives significant payments o r other compensation (note 3) from the Good Com Asset Group, other than compensation as a director or auditor, for services or consulting as an attorney, certified public accountant, tax accountant, judicial scrivener, patent attorney, consultant or other role An individual who receives significant donations (note 4) from the Good Com Asset Group or is a member of an organization that receives these donations 4. Major shareholder 5. Accounting auditor 6. Professional services 7. Recipient of donations 8. Related party in the past 9. Close relatives An individual to whom any of items 2 through 7 have applied during the past three years An individual within two generations of a family member to whom any of items 1 through 8 apply Notes: 1. A manager is a director, executive or employee who conducts business operations. 2. A significant business relationship is a relationship with an individual or company where the Good Com Asset Group accounted for at least 5% of consolidated sales in the most recent fiscal year. 3. Significant payments or other compensation by the Good Com Asset Group is a total of 10 million yen or more or an amount equal to at least 5% of the consolidated sales of the organization receiving the payments or other compensation in the most recent fiscal year. 4. A significant donation is a total of 10 million yen or more or an amount equal to at least 5% of the consolidated sales of the organization receiving the donation in the most recent fiscal year. 11 Skill matrix for directors and auditors If shareholders approve Proposals 3 and 4 at this General Meeting of Shareholders, the skill matrix concerning the professional skills and experience of the directors and auditors will be as follows. Name Category Independence Outside Gender Corporate management Real estate Finance/ accounting Legal affairs Finance Sustainability Professional skills and experience Yoshikazu Nagashima Maoki Higashi Shutaro Morimoto Shoji Matsuyama Kaoru Oda Mikiharu Noma Hironori Mukae Soichiro Akimoto Naomi Sugawara Director Director Director Outside Director Outside Director Outside Director Outside Auditor Outside Auditor Outside Auditor ● ● ● ● ● ● Male Male Male Male Female Male Male Female ● ● ● Male ● Human resource/ labor ● ● ● ● ● ● ● ● ● ● ● ● ● 12 Granting Restricted Stock to the Directors (Excluding Proposal No. 6 Outside Directors) At the 7th Ordinary General Meeting of Shareholders held on January 31, 2013, approval was received for the amount of remuneration, etc. for the directors of the Company to be 200 million yen or less per year (not including employee salaries for directors who serve concurrently as employees). Directors who are eligible to receive restricted stock (all directors other than outside directors) are to receive restricted stock as compen sation that is separate from the amount approved by shareholders. The purpose is to give the directors a greater incentive to achieve the sustained growth of corporate value and to align the interests of the directors with those of shareholders. Consequent ly, the Company asks shareholders to approve this proposal. The compensation to be paid by granting restricted stock to the eligible directors based on this proposal, which is in the form of monetary compensation claims, is 60 million yen or less per year. The amount will be appropriated based on the purposes of granting restricted stock and the number of shares of restricted stock to be granted will be determined by the Board of Directors. If Proposal 3 is approved as proposed, there will be six directors, including three outside directors, resulting in three directors eligible to receive restricted stock. Furthermore, based on a resolution approved by the Board of Directors of the Company, the eligible directors will make in-kind contributions of all monetary compensation claims provided under this Proposal and will, in return, receive newly issued or existing common shares of the Company. The total number of new or existing common shares of the Company to be distributed through this process will be no more than 50,000 shares per year. The amount per share paid by eligible directors is the closing price of Good Com Asset stock on the Tokyo Stock Exchange on the business day prior to the day of the corresponding Board of Directors resolution (if there was no trading of Good Com Asset stock on that day, the nearest prior day). The Company and the eligible directors will sign restricted stock allocation contracts concerning the distribution of new or existing shares and th e payment of monetary claims as in-kind contributions. These contracts will include the following terms. (1) Transfer restriction period Eligible directors are prohibited from transferring, submitting as collateral or disposing in any other way Good Com Asset shares received through an allocation based on the contract for a period of 40 years beginning on the day these shares were received (the transfer restriction period). (2) Resignation or retirement of a director When an eligible director resigns or retires as a director, the Company will acquire with no compensation the restricted stock held by that individual except when an eligible director leaves the Board of Directors for a reason recognized as legitimate by the Board of Directors, such as the end of the term of office, death or some other reason. (3) Cancellation of the transfer restrictions Irrespective of the provisions of the preceding item (1), the Company will end the stock transfer restrictions upon the completion of the transfer restriction period if, during this period, the eligible director was continuously a director of the Company or in some other position at the Company prescribed by the Board of Directors. However, if an eligible director leaves the Board of Directors due to the end of a term of office, death or some other reason recognized as legitimate by the Board of Directors as stated in the preceding item (2), the Board of Directors may make a reasonable adjustment as needed regarding the cancelation of the stock transfer restrictions with regard to the number of shares and the timing of the cancelation. Furthermore, when these restrictions are canceled, immediately afterward, the Company will acquire at no cost all of that individual’s remaining shares of restricted stock for which the stock transfer restrictions were not canceled. 13 (4) Measures in the event of a reorganization or similar action Irrespective of the provisions in the preceding item (1), in the event that, during the transfer restriction period, a resolution is approved at the Company’s General Meeting of Shareholders (or Board of Directors meeting if the approval of shareholders is not required) for a merger in which the Company is dissolved, an exchange of stock in which the Company becomes a wholly owned subsidiary, or a transfer of stock or some other reorganization, the Board of Directors can approve a resolution to cancel the stock transfer restrictions prior to the date of the reorganization becomes effective. This cancelation applies to a reasonable number of the shares of restricted stock as determined based on the period beginning on the first day of the transfer restriction period and ending on the day the reorganization was approved. Furthermore, in the event of this cancelation, the Company will acquire at no cost all of the restricted stock for which the transfer restrictions were not canceled immediately after the cancelation of the stock transfer restrictions. (5) Other matters determined by the Board of Directors The method for declarations of intentions and notifications in the restricted stock allocation contract, the method for revising this contract, and any other matters determined by the Board of Directors are included in the restricted stock allocation contract. (Reference) If Proposal 6 is approved with no changes, the Company plans to allocate restricted stock to directors of subsidiaries in the same manner as for the allocation of restricted stock to eligible directors of the Company. 14