Sekisui House : Notice of the 74th Ordinary General Meeting of Shareholders

(Securities Code: 1928)

Sekisui House, Ltd.

March 25, 2025

Yoshihiro Nakai

Representative Director of the Board

Sekisui House, Ltd.

1-88, Oyodonaka 1-chome, Kita-ku, Osaka

NOTICE OF THE 74TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We express our deep appreciation to each of the shareholders for your extraordinary support.

The 74th Ordinary General Meeting of Shareholders of Sekisui House, Ltd. (the “Company” or “Sekisui House”) is to be held as stated below.

Instead of attending the meeting in person, you may also review the “Reference Documents for General Meeting of Shareholders” and exercise your voting rights in writing or via the Internet by 6:00 p.m. on Tuesday, April 22, 2025. (Unless otherwise noted, all the times shown

in this Notice are in Japan Standard Time.)

1. Date and Time:	10:00 a.m., Wednesday, April 23, 2025
2. Place of the Meeting:	Knowledge Capital Congrès Convention Center
	Second Basement, North Building, Grand Front Osaka, 3-1 Ofuka-cho, Kita-ku, Osaka
3. Agenda:
Items for reporting:	1. Reports on the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial
	Statements for the 74th fiscal year (February 1, 2024 – January 31, 2025)
	2. Report on the Results of Audit conducted by the Accounting Auditor and the Audit and Supervisory Board
	with respect to the Consolidated Financial Statements for the 74th fiscal year (February 1, 2024 – January
	31, 2025)
Proposals to be tabled:
Proposal No. 1	Appropriation of Surplus
Proposal No. 2	Election of 10 Directors of the Board
Proposal No. 3	Election of Two Audit and Supervisory Board Members

[Translation: Please note that this document purports to be a translation from the Japanese original Notice of the 74th Ordinary General Meeting of Shareholders of Sekisui House, Ltd. prepared for the convenience of non-Japanese readers. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Please also be advised that certain statements regarding voting procedures for domestic shareholders are not applicable to the shareholders outside Japan.]

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4. Matters Subject to Measures for Electronic Provision:

When convening this Ordinary General Meeting of Shareholders, the Company takes measures for electronic provision and posts the matters subject to the measures for electronic provision on the Company’s website.

URL:	URL:
Japanese	https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

https://www.sekisuihouse.co.jp/company/financial/holders/

shotsu/

Englishhttps://www.sekisuihouse.co.jp/english/company/financial/holders/meeting/

The matters subject to the measures for electronic provision are also posted on the Tokyo Stock Exchange website (Tokyo Stock Exchange Listed Company Search). Please perform a search by entering the “Sekisui House” on the “Issue name (company name)” or “1928” on the “Code,” select “Basic information” and “Documents for public inspection/PR information,” and view the information.

• In the event that it becomes necessary to revise any item in the matters subject to the measures for electronic provision, the revised items will be posted on each of the websites where such matters are posted.
• In accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company, the paper copy sent to shareholders who have requested it does not include the “Outlines of Share Acquisition Rights” and the “System to Ensure the Due Execution of Duties and the Status of Its Implementation” in the Business Report, the “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements, and the “Non-Consolidated Statements of Changes in Net Assets” and the “Notes to Non-Consolidated Financial Statements” in the Non- Consolidated Financial Statements of the matters subject to the measures for electronic provision. Therefore, the paper copy is part of the documents audited by the Audit and Supervisory Board Members and the Accounting Auditor when preparing the audit report.
• “Reference Documents for General Meeting of Shareholders” are also sent to shareholders who have not requested the paper copy.

5. Guidelines of the Exercise of Voting Rights:

Please exercise your voting rights after reviewing the “Reference Documents for General Meeting of Shareholders.”

In addition to attending the General Meeting of Shareholders in person, the following two methods are available for exercising your voting rights.

In writing

Exercise deadline: Votes must be received by 6:00 p.m. on Tuesday, April 22, 2025

Please see page 3 for details.

Handling of votes when voting rights are exercised more than once

Via the Internet

Exercise deadline: The exercise of a voting right via the Internet, must be completed by 6:00 p.m. on Tuesday, April 22, 2025.

Please see page 3 for details.

1. In case that a voting right is exercised both in writing and via the Internet, only the vote registered via the Internet will be recognized valid.
2. In case that a voting right is exercised more than once via the Internet, only the last vote will be recognized valid.
• If attending the meeting in person, please submit the enclosed voting form to the receptionist at the meeting.
• The results of the resolution at the General Meeting of Shareholders will be posted on the Company’s website.

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Guidelines regarding the exercise of a voting right in writing:

Votes must be received by 6:00 p.m. on Tuesday, April 22, 2025

Please indicate on the enclosed voting form whether you approve or disapprove the proposals listed, and return it so that your vote is received by the exercise deadline above. If there is no indication of approval or disapproval for the proposal on the voting form, your vote for the proposal shall be counted as approval.

Please indicate your approval or disapproval of each proposal here.

For Proposal 1,
if you approve	mark ○ in the 賛 column
if you disapprove	mark ○ in the 否 column
For Proposals 2 and 3,
if you approve all candidates	mark ○ in the 賛 column
if you disapprove all candidates	mark ○ in the 否 column

if you disapprove some of the candidates mark ○ in the 賛 column and enter the candidate number of each candidate you disapprove of.

Guidelines regarding the exercise of a voting right via the Internet:

The exercise of a voting right via the Internet, must be completed by 6:00 p.m. on Tuesday, April 22, 2025

1. Access the website for exercising votes using QR code:
1. By scanning the QR code shown on the voting form, you can log in to the website for exercising votes without the log-in ID and temporary password shown on the form.
   *The “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
2. Please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen.
2. Access the website for exercising votes using the log-in ID and temporary password:
1. Please access the website using the following URL.

https://evote.tr.mufg.jp/

1. Log in using the log-in ID and temporary password which are shown on the voting form and press the login button.
2. Please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen.

Depending on the Internet connection of your computer or smart phone, the website for exercising votes may not be available.

1. Inquiries regarding the exercise of a voting right via the Internet:

Mitsubishi UFJ Trust and Banking Corporation

Corporate Agency Service Support: 0120 (173) 027 *

Business Hours: from 9:00 a.m. to 9:00 p.m. (toll free; within Japan only)

1. To institutional investors
   Institutional investors are entitled to use the Electronic Voting Platform operated by ICJ to electronically exercise your voting rights for this General Meeting of Shareholders.
• The service is available in Japanese only.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1: Appropriation of Surplus

The Company proposes to appropriate surplus as stated below.

1. Matters related to year-end dividends:

In view of profit situation and dividend policy, the Company proposes that a year-end dividend of ¥71 per share be paid for the fiscal year under review. Since the Company paid an interim dividend of ¥64 per share on September 30, 2024, the annual dividend for the fiscal year under review totals ¥135 per share.

1. Type of dividend property: Cash
2. Matters related to the appropriation of dividend property and total amount thereof:

¥71 per common share of the Company

Total amount: ¥46,026,950,184

1. Date on which dividends take effect: April 24, 2025

2. Other matters related to the appropriation of surplus:

The Company plans to make the following changes to internal reserves to strengthen the management base in preparation for active business expansion in the future.

1. Item of surplus to be increased and amount thereof:

General reserve:	¥83,000,000,000
(2) Item of surplus to be decreased and amount thereof:
Retained earnings brought forward:	¥83,000,000,000

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(Reference) Basic Policy on Profit Distribution (Fiscal Year Ended January 31, 2025)

The Company recognizes the maximization of shareholder value as one of the most important management issues. Accordingly, the Company will not only increase earnings per share through sustainable business growth, but also promote growth investments and enhance shareholder returns, comprehensively taking into account the status of profits and cash flows in each fiscal year and future business development, among other factors.

The Company will also make efforts to increase shareholder value by targeting at least a 40% average dividend payout ratio over the medium-term and establishing a minimum for annual dividends of ¥110 per share (the result for FY2022) over the term of the Sixth Mid-Term Management Plan (FY2023–FY2025) to enhance the stability of shareholder returns, as well as by acquiring its treasury stock in a flexible manner.

	FY2021	FY2022	FY2023	FY2024
Net sales	2,589,579	2,928,835	3,107,242	4,058,583
(Millions of yen)
Operating profit	230,160	261,489	270,956	331,366
(Millions of yen)
Ordinary profit	230,094	257,272	268,248	301,627
(Millions of yen)
Profit attributable to	153,905	184,520	202,325	217,705
owners of parent
(Millions of yen)
Profit per share	227.37	276.58	309.29	335.95
(Yen)
Dividends	90.00	110.00	123.00	135.00
(Yen)
Dividend payout	39.6	39.8	39.8	40.2
ratio (%)

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Proposal No. 2: Election of 10 Directors of the Board

The terms of office of all 10 current Directors of the Board will expire at the close of this Ordinary General Meeting of Shareholders. The Company proposes to elect 10 Directors of the Board, including 5 Outside Directors of the Board.

The candidates for Director of the Board are as follows:

Number of

Attendance at

years in office as

the meetings

Current post in the

Director of the

No.

Name

Gender

of the Board

Company, etc.

Board

of Directors

(at the close of

(74th)

this Meeting)

Representative Director of

the Board

President, Executive

13/13

1

Reelection

Yoshihiro Nakai

Male

Officer, CEO

9 years

(100%)

Member, Personnel Affairs

and Remuneration

Committee

Representative Director of

the Board

Executive Vice President,

13/13

2

Reelection

Satoshi Tanaka

Male

Executive Officer

5 years

(100%)

Member, Personnel Affairs

and Remuneration

Committee

Director of the Board

13/13

3

Reelection

Toru Ishii

Male

5 years

Senior Managing Officer

(100%)

Director of the Board

13/13

4

Reelection

Hiroshi Shinozaki

Male

2 years

Senior Managing Officer

(100%)

5

Yasushi Omura

Male

Managing Officer (Note)

–

–

New Election

Outside Director of the

Reelection

Board

13/13

6

Outside

Yukiko Yoshimaru

Female

Chairperson, Personnel

7 years

(100%)

Affairs and Remuneration

Independent Director

Committee

Outside Director of the

Reelection

Board

Toshifumi

Chairperson, Board of

12/13

7

Outside

Male

Directors

5 years

Kitazawa

(92%)

Member, Personnel Affairs

Independent Director

and Remuneration

Committee

Reelection

Outside Director of the

13/13

8

Outside

Yoshimi Nakajima

Female

4 years

Board

(100%)

Independent Director

Reelection

Outside Director of the

13/13

9

Outside

Shinichi Abe

Male

3 years

Board

(100%)

Independent Director

New Election

10

Yukiko Kuroda

Female

–

–

–

Outside

Independent Director

Reelection: candidate for Director of the Board to be reelected

New Election: candidate for Director of the Board to be newly elected

Outside: candidate for Outside Director of the Board

Independent Director: candidate for Independent Director stipulated by the Tokyo Stock Exchange, Inc. (Note) He is scheduled to assume the position of Senior Managing Officer as of April 1, 2025.

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		Knowledge, experiences and abilities particularly expected of each Director of the Board
						Improvement
		Corporate	International		Technology and	in sociability	Governance
No.	Name	management	business	Finance
environment	Human	Risk
				strategy and
					resources	management
		Business	Overseas	accounting
		Innovation	development
		strategy	insight		Compliance
						Diversity
1	Yoshihiro Nakai	●		●		●	●
2	Satoshi Tanaka	●	●	●		●	●
3	Toru Ishii	●	●			●
4	Hiroshi Shinozaki	●			●		●
5	Yasushi Omura	●			●		●
6	Yukiko Yoshimaru	●	●			●	●
7	Toshifumi Kitazawa	●	●	●			●
8	Yoshimi Nakajima	●	●	●		●
9	Shinichi Abe	●	●		●	●
10	Yukiko Kuroda	●	●			●	●

• This chart indicates certain knowledge, experiences, and abilities which the Company particularly expects each candidate to have for his/her duties, not necessarily what each candidate currently has in fact.

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								Number of years in office as
								Director of the Board	Attendance at the meetings of	Special interest with the
								(at the close of this Ordinary	the Board of Directors
								Company
								General Meeting of	(FY2024)
		Candidate No.
				Shareholders)
	1
							13/13
								9 years	(attendance at the meetings	None
								of the Board of Directors:
										100%)
		Yoshihiro Nakai	Career summary, post and responsibility in the Company
								Apr. 1988:	Joined the Company
								Apr. 2014:	Executive Officer, Acting Head of Corporate Management Planning Department
									of the Company
								Apr. 2016:	Managing Officer of the Company, in charge of Corporate Management Planning
									and Accounting & Finance
								Apr. 2016:	Director of the Board of the Company
		(April 30, 1965)			Feb. 2018:	President, Representative Director of the Board of the Company
		(59 years old)			Apr. 2021:	Representative Director of the Board, President, Executive Officer, CEO of the
			Reelection
								Company (current position)
		Number of the Company’s Shares
			owned				In charge of Business Strategy Division and Division of Built-to-Order Business
		138,180 shares			Significant concurrent post of other companies
		Knowledge, experiences and abilities		Vice Chairman of Japan Federation of Housing Organizations
		particularly expected of each Director
			Reason for election as Director of the Board
			of the Board
					In the Corporate Management Planning Division, he exercised his outstanding conceptual
		Corporate management /		●		ability and always played a central role in formulating and implementing the Group’s
		Business strategy
					management strategies and plans. Since assuming the post of President, he has been focusing
		International business /				on demonstrating the comprehensive capabilities of the Group with the Corporate Philosophy
		Overseas insight				as a compass and strengthening the corporate governance structure and promoting ESG
		Finance strategy and		●	management aggressively.
		accounting
					Striving to develop human resources with integrity and autonomy under the slogan of
		Technology and environment				Innovation & Communication and focusing on the whole Group’ working together for the
		/ Innovation				common goals, he has been promoting the basic policy of “stable growth in Japan and
		Improvement in sociability /		●	proactive growth overseas” set forth in the Sixth Mid-Term Management Plan through his
		Human resources		strong leadership. To achieve sustainable growth and increase the corporate value of the Sekisui
		development / Diversity				House Group,	by accelerating	the Group’s challenges including the U.S. homebuilding
		Governance / Risk
			●	business and firmly transforming into a global company that offers integrated proposals of
		management / Compliance
					technologies, lifestyle design, and services based on the residential domain, under the global
								vision of “Make home the happiest place in the world,” the Company therefore proposes to
								reelect him as a Director of the Board.

8

Number of years in office as

Director of the Board

Attendance at the meetings of

Special interest with the

(at the close of this Ordinary

the Board of Directors

Company

General Meeting of

(FY2024)

Candidate No.

Shareholders)

2

13/13

5 years

(attendance at the meetings

None

of the Board of Directors:

100%)

Satoshi Tanaka

Career summary, post and responsibility in the Company

Apr. 1981:

Joined MITSUI & CO., LTD.

Apr. 2004:

General Manager of Investor Relations Division of MITSUI & CO., LTD.

Apr. 2007:

General Manager of Corporate Planning & Strategy Division of MITSUI & CO.,

LTD.

Jul. 2010:

Deputy General Manager of Consumer Service Business Unit of MITSUI & CO.,

LTD.

Apr. 2011:

Executive Officer; General Manager of Consumer Service Business Unit of

(February 27, 1958)

MITSUI & CO., LTD.

Apr. 2013:

Managing Officer; General Manager of Consumer Service Business Unit of

(67 years old)

MITSUI & CO., LTD.

Reelection

Apr. 2015:

Senior Managing Officer; President of Asia Pacific Business Unit of MITSUI &

Number of the Company’s Shares

owned

CO., LTD. and President of MITSUI & CO. (ASIA PACIFIC) PTE. LTD.

Apr. 2017:

Vice President & Executive Officer; CAO (Chief Administrative Officer); CIO

54,200 shares

(Chief Information Officer); CPO (Chief Privacy Officer) of MITSUI & CO., LTD.

Knowledge, experiences and abilities

particularly expected of each Director

Jun. 2017:

Representative Director; Vice President and Executive Officer of MITSUI & CO.,

of the Board

LTD.

Corporate management /

●

Jun. 2019:

Counselor of MITSUI & CO., LTD.

Business strategy

Mar. 2020:

Outside Director of Kuraray Co., Ltd. (current position)

International business /

●

Overseas insight

Apr. 2020:

Outside Director of the Board of the Company

Finance strategy and

●

Jan. 2021:

Outside Director of IHH Healthcare Berhad (current position)

accounting

Apr. 2021:

Representative Director of the Board, Executive Vice President, Executive Officer

Technology and environment

/ Innovation

of the Company

Improvement in sociability /

●

In charge of Division of Administration and Human Resources (current position)

Human resources

development / Diversity

(See Note 1 below.)

Governance / Risk

●

management / Compliance

Significant concurrent post of other companies

Outside Director of Kuraray Co., Ltd.

Outside Director of IHH Healthcare Berhad

Reason for election as Director of the Board

Having held key positions in a major general trading company, he has domestic and international management experience, as well as knowledge and experience in the energy and consumer service sectors. He served as the Representative Director of the Board, Vice President & Executive Officer of the trading company for two years from 2017, where he was the officer responsible for the corporate staff divisions, including the positions of CAO, CIO, and CPO.

He assumed the position of Outside Director of the Board of the Company in 2020. Since assuming the position of Representative Director of the Board, Executive Vice President, Executive Officer in 2021, he has been in charge of the Division of Administration and Human Resources, responsible for promoting human resource strategies such as supporting employees’ self-directed career development and ensuring diversity among core human resources through initiatives such as mid-career recruitment. He has also made various efforts to strengthen the effectiveness of the risk management system as the Chairperson of the Risk Management Committee.

To achieve sustainable growth and increase the corporate value of the Sekisui House Group based on his extensive knowledge as a manager and efforts to strategically control growth investment and capital efficiency, practice human capital management with a focus on global expansion, and strengthen the effectiveness of corporate governance and risk management system, the Company proposes to reelect him as a Director of the Board.

9

Number of years in office as

Director of the Board

Attendance at the meetings of

Special interest with the

(at the close of this Ordinary

the Board of Directors

Company

General Meeting of

(FY2024)

Candidate No.

Shareholders)

3

13/13

5 years

(attendance at the meetings

None

of the Board of Directors:

100%)

Toru Ishii

Career summary, post and responsibility in the Company

Apr. 1990:

Joined the Company

May 2012:

Head of Development Department of the Company

Apr. 2014:

Executive Officer, Acting Head of Development Department of the Company

Apr. 2016:

Managing Officer of the Company

Feb. 2019:

In charge of Development Business, Acting Head of International Business

Department

Feb. 2020:

In charge of Development and Condominiums Businesses, Acting Head of

(November 3, 1966)

International Business Department

(58 years old)

Apr. 2020:

Senior Managing Officer of the Company (current position)

Reelection

In charge of Development, Condominiums, and International Businesses

Number of the Company’s Shares

Apr. 2020:

Director of the Board of the Company (current position)

owned

Feb. 2021:

In charge of Division of Development Business (current position)

44,966 shares

May 2024:

Acting Head of International Business Headquarters (current position)

Knowledge, experiences and abilities

particularly expected of each Director

Reason for election as Director of the Board

of the Board

Since joining the Company, he has experienced sales planning work in the urban development business

Corporate management /

●

and engaged in developing new markets such as the hotel development business and the office

Business strategy

development business. Since 2012, he has been in charge of the development business, focusing on

International business /

●

human resources development and demonstrating the comprehensive capabilities of the Group. In

Overseas insight

international business in particular, he has focused on achieving a balance between investment and

Finance strategy and

accounting

return, while realizing M&As mainly in the U.S., which greatly contributed to the achievement of the

Technology and environment

Fifth Mid-Term Management Plan. He has been steadily promoting enhancement of the business

/ Innovation

foundation in new markets and development of the organizational structure.

Improvement in sociability /

●

He has strongly led “proactive growth overseas” through the creativity and courage he has

Human resources

development / Diversity

demonstrated in pioneering new markets and accomplished making M.D.C Holdings, Inc., a leading

Governance / Risk

homebuilder for the U.S. homebuilding business, a wholly owned subsidiary in April 2024. To achieve

management / Compliance

sustainable growth and increase the corporate value of the Sekisui House Group by enhancing

the diversity of the international business areas, which have made significant progress, and further

strengthening the governance structure through proper implementation of the integration process, the

Company proposes to reelect him as a Director of the Board.

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