Ｃａｓａ（7196） – Notice of the 9th Annual General Meeting of Shareholders

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: 7196 April 8, 2022 To our shareholders: Seigo Miyaji Representative Director and President Casa Inc. 2-6-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo Notice of the 9th Annual General Meeting of Shareholders We are pleased to announce the 9th Annual General Meeting of Shareholders of Casa Inc. (the “Company”), which will be held as indicated below. In order to prevent the spread of the novel coronavirus disease (COVID-19), we ask that shareholders refrain from attending the General Meeting of Shareholders in person, if at all possible and exercise their voting rights in writing or via the internet and other means in advance. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 6:00 p.m. on Tuesday, April 26, 2022 (JST). 1. Date and Time: Wednesday, April 27, 2022, at 10:00 a.m. (JST) 2. Venue: (Reception will open at 9:15 a.m.) Conference Center, Bellesalle Shinjuku Grand, 5F Sumitomo Fudosan Shinjuku Grand Tower 8-17-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 3. Purpose of the Meeting: Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 9th fiscal year (from February 1, 2021 to January 31, 2022), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board 2. The Non-consolidated Financial Statements for the 9th fiscal year (from February 1, 2021 to January 31, 2022) Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 Appropriation of Surplus Amendment to the Articles of Incorporation Election of Two Directors – 1 – – – For those attending the meeting on the day, please submit the enclosed voting form at the reception desk. – The following items have been posted on the Company’s website (URL: https://www.casa-inc.co.jp/ir/en/), in accordance with the provisions of relevant laws and regulations and Article 17 of the Articles of Incorporation. As a consequence, the relevant documents are not included in this attached documents. (1) Notes to Consolidated Financial Statements (2) Notes to Non-consolidated Financial Statements Consequently, the documents attached to this notice consist of part of the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Financial Auditor or the Audit & Supervisory Board Members in preparing financial audit report or audit report. If there are any amendments to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and/or Non-consolidated Financial Statements, such amendments will be announced on the Company’s website (URL: https://www.casa-inc.co.jp/ir/en/). – We do not prepare gifts for shareholders who will attend the General Meeting of Shareholders. We greatly appreciate your understanding. – We ask that shareholders attending the meeting bring and wear masks. – We will take your temperature at the entrance of the venue, and people who are found to have fevers, people who appear to be unwell, and people who have returned from travelling abroad within the past three days may be refused entry. – We will have fewer chairs than normal at the meeting because we will need to space them out to help prevent the spread of infection. As a result, it is possible that not everyone who comes to the meeting will be able to enter the venue. We appreciate your understanding. – Staff members at the General Meeting of Shareholders will also be wearing masks and have their health checked. Information About Business Briefing Session The Company is holding a Business Briefing Session after this General Meeting of Shareholders at the same venue. We would like to explain our recent management status and future outlook as well as answer your inquiries. Please note that we may cancel the session depending on the future spread of the COVID-19. If any matters arise regarding the cancellation of the Business Briefing Session or changes in the way this General Meeting of Shareholders will be run, you will be informed on the Company’s website (URL: https://www.casa-inc.co.jp/ir/en/). – 2 – Reference Documents for the General Meeting of Shareholders Appropriation of Surplus Proposal No. 1 The Company places the improvement of corporate value through business expansion as the most important policy, and regards the return of profits to shareholders as an important management issue. The Company has given consideration to matters including the business performance, the financial status of the current fiscal year and future business development and other factors, and it proposes to pay year-end dividends for the current fiscal year as follows: Year-end dividends (1) Type of dividend property Cash (2) Allotment of dividend property and their aggregate amount ¥30.00 per common share of the Company Total dividends: ¥301,498,620 (3) Effective date of dividends of surplus April 28, 2022 – 3 – Amendment to the Articles of Incorporation Proposal No. 2 Accompanying the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the system for providing reference documents for the general meeting of shareholders, etc. for the general meeting of shareholders in electronic format will be introduced. Accordingly, the Company proposes to make the following changes to its Articles of Incorporation. 1. Reasons for the proposal (1) Article 17, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. (2) Article 17, paragraph 2 in “Proposed Amendments” below will allow the Company to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents to the scope of items designated by the Ministry of Justice Order. (3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. will no longer be required, Article 17 of the current Articles of Incorporation will be deleted. (4) Supplementary provisions regarding the effectiveness of the aforementioned new establishment and deletion will be established. These supplementary provisions shall be deleted after the date determined therein. 2. Details of the amendment Current Articles of Incorporation Proposed Amendments Article 17. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. Article 17. (Measures for Providing Reference Documents for the General Meeting of Shareholders, Etc. in Electronic Format) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may take the position of not being required to state all or some of those items designated by the Ministry of Justice Order in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. – 4 – Current Articles of Incorporation Proposed Amendments Supplementary Provisions Article 1. 1. The deletion of the provision of Article 17 of the Articles of Incorporation before amendment and the establishment of the provision of Article 17 of the Articles of Incorporation after amendment shall be effective from September 1, 2022. 2. Notwithstanding the provision of the preceding paragraph, Article 17 of the Articles of Incorporation before amendment shall remain effective regarding any general meeting of shareholders held on a date within six months from September 1, 2022. 3. The provisions in this Article shall be deleted on the date when six months have elapsed from September 1, 2022, or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 5 – 1 2 Reelection New election Election of Two Directors Proposal No. 3 The term of office of Director Yusuke Takasugi will expire at the conclusion of this meeting. Therefore, the Company proposes the election of two Directors increasing the number of Directors by one to further enhance the management system. The candidates for Director are as follows: Candidate No. Position in the Company Name Yusuke Takasugi Director and General Manager of Administration Department Reelection Ichiro Kashima Executive Officer and General Manager of Customer Management Department New election Candidate for Director to be reelected Candidate for Director to be newly elected Candidate No. Name (Date of birth) [Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company] Number of the Company’s shares owned Dec. 2004 Joined KPMG AZSA & Co. (currently KPMG AZSA LLC) Dec. 2009 Registered as a certified public accountant 1 2 Yusuke Takasugi (November 1, 1974) Reelection Attendance at Board of Directors meetings 19/19 Feb. 2014 Mar. 2015 Joined Investors Co., Ltd. (currently Robot Home, Inc.) Executive Officer and General Manager of Administration Division Mar. 2018 Managing Director, CFO and General Manager of Administration 36,200 shares Division Mar. 2020 Executive Officer and General Manager of Administration Department of the Company Apr. 2020 Director and General Manager of Administration Department (current position) Sep. 2021 Director of Along with inc. (current position) Reasons for nomination as candidate for Director Yusuke Takasugi possesses abundant experience and insight in the finance and accounting departments. He has contributed to strengthening the financial base as Director in charge of finance department of the Company. Therefore, the Company continues to nominate him as a candidate for Director for the further growth and development of the Company. Apr. 1999 Joined Sunx Co., Ltd. Apr. 2005 Joined WIDE CO., LTD. June 2007 Joined Re-plus Inc. Ichiro Kashima (May 22, 1974) New election Oct. 2008 Joined RentGo Guarantee Inc. (former Casa Inc.) June 2019 Executive Officer and General Manager of Customer Management Department of the Company (current position) 1,500 shares Reasons for nomination as candidate for Director Ichiro Kashima possesses abundant experience and insight in the customer management department and he has extensive know-how in the area of receivables management. He has contributed to controlling credit risk and curtailing indemnification claims as the person in charge of the customer management department. Therefore, the Company nominates him as a candidate for Director for the further growth and development of the Company. Notes: 1. There is no special interest between any of the candidates and the Company. 2. The Company has taken out a directors and officers liability insurance policy with an insurance company as provided for in Article 430-3, paragraph (1) of the Companies Act. The policy covers damages, such as compensation for damage, settlement money and legal costs, arising when an insured receives a claim for compensation for harm or loss from breach of duty based on their position, act in breach of trust, negligence of duty, etc. The candidate who is currently Director is included as an insured in the policy. If each of the candidates for Director is elected, each of them will be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. 3. As provided for in the Company’s Articles of Incorporation, the term of office of Ichiro Kashima will be until the terms of office of the other currently serving Directors expire. – 6 – (Reference) Management Structure and Skills Matrix After Approval of Proposal No. 3 Name Position Outside Experience and expertise Corporate management Financial accounting Legal/ compliance IT/ technology Sales/ marketing Internal control/risk management Seigo Miyaji Yusuke Takasugi Yutaka Matsumoto Ichiro Kashima Representative Director and President Director and General Manager of Administration Department Director and General Manager of Sales Department Director and General Manager of Customer Management Department Aiichiro Uchikomi Kazuhiro Shimada Director Director Yoshi Ebisawa Ryoichi Miyazaki Satoshi Hirota Standing Audit & Supervisory Board Member Audit & Supervisory Board Member Audit & Supervisory Board Member Experience/expertise forming reason for selection Item ● ● ● ● ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Corporate management Financial accounting Legal/compliance Internal control/ risk management IT/technology Sales/marketing Reason for selection We require Directors, etc. who possess the capability and corporate management experience todemonstrate foresight regarding the uncertain future and make appropriate, speedy and resolute decisionsin the significantly changing business environment and in order to formulate sustainable growth strategiesand achieve growth for the Company in the medium to long term. We require Directors, etc. who possess sound knowledge and experience in the fields of finance and accounting in order to prepare accurate financial reports and construct a solid financial base, promotegrowth investment aimed at the sustainable enhancement of corporate value, and formulate financialstrategies to achieve robust returns to shareholders. We require Directors, etc. who possess the knowledge and experience in legal compliance necessary for alisted company and for the field of business the Company operates in, which has a strong social nature. Fundamental to the sustainable enhancement of corporate value is the establishment of appropriateinternal control, and we require Directors, etc. who possess sound knowledge and experience in the fieldsof corporate governance and risk management in order to improve effectiveness of management oversightin the Board of Directors. We require Directors, etc. who possess insight into technological development in order to promoteimproved business efficiency through technological advancement, provide advanced-level services to stakeholders, and realize even more stable operation of security measures and systems. We require Directors, etc. who possess insight and experience in sales and marketing in order to expand the business base centered on the property management market and provide highly convenient products tothe self-managing landlord market and to tenants. – 7 –