Sun Frontier Fudousan : Notice of the 24th Annual General Meeting of Shareholders

Note: This document has been translated from the Japanese original for reference only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sun Frontier Fudosan Co., Ltd. Assumes no responsibility for this translation, and also for the damages directly, indirectly or other forms arising from the translation.

(Stock Exchange Code 8934)

June 5, 2023

To Shareholders with Voting Rights:

Sun Frontier Fudousan Co., Ltd.

Seiichi Saito, President and Representative Director

2-2, Yurakucho 1-chome,Chiyoda-ku, Tokyo

NOTICE OF

THE 24th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders,

We would like to express our appreciation for your continued support and patronage.

Please be informed that the 24th Annual General Meeting of Shareholders of Sun Frontier Fudosan Co., Ltd. (the "Company") will be held for purposes as described below.

For the convocation of this General Meeting of Shareholders, electronic provision of information (materials subject to electronic provision), which is the contents of the Reference Documents, etc., has been implemented and posted on the following websites. Please access them to check the related information.

The Company's website :https://www.sunfrt.co.jp/

(Please access the above website and select "Investor Relation" and "General Meeting of Shareholders " from the menu in this order.)

The materials subject to electronic provision also posted on the following website. Please check it too.

Please access TSE website (TSE Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

(Please access the above TSE website (TSE Listed Company Search), enter the name of the stock (Sun Frontier Fudousan Co., Ltd.) or securities code (8934), select "Basic information", "Documents for public inspection/PR information", then check "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" section of "Filed information available for public inspection".

In lieu of attending the meeting, you may exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents listed in the "materials subject to electronic provision" and exercise your voting rights in accordance with the "Guide for Exercising Voting Rights" on page 3 by 6:00 p.m. on Monday, June 26, 2023 (JST).

Information of the 24th Annual General Meeting of Shareholders

1.	Date	2:30 p.m. (JST) on Tuesday, June 27, 2023
		(The hall is scheduled to be opened at 1:30 pm.)
2.	Location	Pulp & Paper Building, 2nd Floor #Phoenix Hall 2nd Floor
		3-9-11, Ginza, Chuo-ku, Tokyo
3.	Agenda	Materials to be	1. Business Report, Consolidated Financial Statements, and the Results of
		reported	Audits of the Consolidated Financial Statements by the Accounting Auditors
			and the Audit & Supervisory Committee Board for 24th Fiscal Year (April 1,
			2022 to March 31, 2023)
			2. Non-consolidated Financial Statements for 24th Fiscal Year (April 1, 2022
			to March 31, 2023)
		Materials to be	Proposal	Election of Eight (8) Directors who are not Audit & Supervisory
		resolved		Committee Members

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• Other Decisions Regarding the General Meeting of Shareholders

• "Social gathering with Shareholders", which was previously held before the pandemic of COVID-19, will resume this year. We look forward to your participation.
• In order to provide information promptly, the contents of this notice are disclosed on the Company's website prior to the shipment of this notice.
• There are no souvenirs available for shareholders attending the General Meeting of Shareholders. Thank you for your understanding.
• When you attend the meeting, you will be kindly requested to present the enclosed Voting Rights Exercise Form at the reception.
• If the Shareholders is willing to exercise the voting rights by proxy, only 1 person per 1 shareholder who has voting rights may attend the General Meeting of Shareholders as a proxy. In this case, please submit a document certifying the authority of representation such as a power of attorney to the Company. (Poxy who is not a shareholder and accompanying persons are not allowed to attend the General Meeting of Shareholders.)
• If you exercise your voting rights both on the Voting Rights Exercise Form and via the Internet, the vote exercised via the Internet will be deemed valid.
• If the voting rights are exercised for multiple times via the Internet, the last vote exercised will be treated as valid.
• If you do not indicate your approval or disapproval of the proposal on the Voting Rights Exercise Form, it will be treated as a manifestation of your approval.
• The Shareholders who requested for documents delivery will receive this notice with materials subject to electronic provision. However, in accordance with laws and regulations and the provisions of Article 16 of the Company's Articles of Incorporation, the following materials are not stated in the document. Furthermore, the materials stated in the documents delivered to the shareholders who requested for documents delivery are a part of Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee in preparing the Audit Report, and a part of Consolidated Financial Statements and Non-consolidated Financial Statements, audited by the Accounting Auditor in preparing the Accounting Audit Report.
• 1. "Matters related to the Company's share acquisition rights, etc." and "System for Ensuring Proper Business Operations and Overview of Operation Status" in Business Report
  2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the
     Consolidated Financial Statements
  3. "Non-ConsolidatedStatement of Changes in Equity" and "Notes to Non-Consolidated Financial Statements" in
     Non-consolidated Financial Statements

• Information for Website Posting

• Any changes in the operation of the General Meeting of Shareholders will be posted on the Company's website at the following URL. (https://www.sunfrt.co.jp/)
• If there are any amendments made to the materials subject to electronic provision, such amendments will be posted on the respective websites listed.

• Information for Preliminary Questions

To Shareholders who Has Questions

If the Shareholders have any opinions or questions regarding the agenda of this Annual General Meeting of Shareholders, please feel free to contact us. The Company plans to answer in advance the questions from the Shareholders which are

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regarding the agenda of this Annual General Meeting of Shareholders, and the Company confirmed that are with high interests from shareholders and able to be answered. For the convenience of preparation, we would appreciate your cooperation in sending and reaching the questions by the following methods, date and time.

(Address) Corporate Planning Division of Sun Frontier Fudousan Co., Ltd.

(Address) 1-2-2 Yurakucho, Chiyoda-ku, Tokyo 100-0006

(Email)[e-mail]

Deadline

6:00 p.m. on Wednesday, June 21, 2023

• Please note that we do not promise to answer all questions we receive.
• Please note that we will not be able to answer the questions individually.
• Questions that did not be answered at the General Meeting of Shareholders will be used for future reference.

Guide for Exercising Voting Rights

There are three ways to exercise the voting rights.

Please review the Reference Documents of the materials subject to electronic provision and exercise your voting rights.

Exercise the voting rights in writing

Please indicate your approval or disapproval of the proposals in the enclosed Voting Rights Exercise Form and send back to us.

Expiration Date

By 6:00 p.m. on Monday,

June 26, 2023

Exercise the voting rights via

the Internet, etc.

Please review the information on page 5 of this notice, access the website for exercising voting rights from a smartphone or a computer, and indicate your approval or disapproval of the proposals.

Expiration Date

By 6:00 p.m. on Monday,

June 26, 2023

Exercise the voting rights by

attending on the day

Please bring and submit the enclosed Voting Rights Exercise Form to the reception desk when attending.

Date

2:30 p.m. on Tuesday,

June 27, 2023

• Shareholders who are willing to exercise the voting rights by proxy, may delegate the person who is also a shareholder and with the voting rights in accordance with the provisions of Article 18 of the Company's Articles of Incorporation. However, the Shareholders shall submit a document certifying the authority of representation.

Please indicate your approval or disapproval of the proposals here.

Proposal
Approve everyone	≫	Circle the "賛"
Disapprove everyone	≫	Circle the "否"
Against some candidates	≫	Circle the "賛".
		And write down the number
		of the candidate you oppose

For institutional investors

You can exercise your voting rights by electromagnetic means from the "Electronic Voting RightsExercise Platform" operated by ICJ, Inc.

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Guide for Exercising the Voting Rights via Internet, etc.

How to read QR code by smartphone

"Smart Exercise"

This is a method to log-in to the website of exercising voting right without entering the code and password.

1 Please read the QR code at the bottom right of the Voting Rights Exercise Form.

• "QR code" is a registered trademark of DENSO WAVE
  INCORPORATED.

2 Please follow the instructions on the screen to indicate your approval and disapproval.

Shareholders could exercise the voting rights by

"Smart Exercise" only one time. Shareholders who is willing to change the vote, please access the website for PC, enter the code and password written on the Voting Rights Exercise Form to log-in,and exercise the votingrights again.

• Reading the QR code again could bring you tothe website for PC too.

How to enter the code and password to

exercise the voting rights

Website of exercising	https://soukai.mizuho-tb.co.jp/
voting rights

1 Please access the website for exercising the voting rights.

Please click "次へすすむ".

2 Please enter the code written on the Voting Rights Exercise Form.

Please enter the " 議決

権行使コード".

Please click "次へ".

3 Please enter the password written on the Voting Rights Exercise Form.

Please enter the " 初期

パスワード".

Please reset the password.

Please click "登録".

4 Please follow the instructions on the screen to indicate your approval and disapproval.

If there is any questions regarding	Internet Help Dial of Mizuho Trust & Banking Co., Ltd.
the exercising of voting rights,	(TEL) 0120-768-524
please contact the address on the right side.	(Conncted from 9 a.m. to 9 p.m. except for New Year Holidays)

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Proposal Election of Eight (8) Directors who are not Audit & Supervisory Committee Member

The terms of office of all eight (8) Directors who are not Audit & Supervisory Committee Member will expire at the conclusion of this general meeting of shareholders. Accordingly, the election is proposed. This proposal was discussed in the Audit & Supervisory Committee, and there were not particular opinions expressed.

The candidates for Directors who are not Audit & Supervisory Board Member are as follows.

Candidate

Candidate

Attendance Rate

Name

Current Positions and Responsibilities

of

Board of

No.

Attributes

Directors

1

Tomoaki Horiguchi

Chairman Representative Director

94%

(16 of 17

Reappointment

meetings attended)

2

Seiichi Saito

President Representative Director

100%

(17 of 17

Reappointment

President Executive Officer

meetings attended)

Vice President Director

3

Izumi Nakamura

Vice President Executive Officer

100%

(17 of 17

Reappointment

General Manager of Entrusted Asset

meetings attended)

Management Division

Senior Managing Director

4

Yasushi Yamada

Senior Managing Executive Officer

100%

(17 of 17

Reappointment

General Manager of Business

meetings attended)

Development Division

Director / Executive Officer

100%

(17 of 17

5

Mitsuhiro Ninomiya

General Manager of Administration

Reappointment

meetings attended)

Division and General Affairs Division

Director / Executive Officer

100%

(17 of 17

6

Kenji Honda

General Manager of Asset

Reappointment

meetings attended)

Management Division

Reappointment

100%

7

Kazutaka Okubo

Outside Director

(17 of 17

Outside

meetings attended)

Independent

Reappointment

8

Keiichi Asai

Outside Director

100%

(17 of 17

Outside

meetings attended)

Independent

(Notes) 1. There are no special interests between each candidate and the Company.

1. Mr. Kazutaka Okubo and Mr. Keiichi Asai are candidates for Outside Directors.
2. The term of office of Mr. Kazutaka Okubo as Outside Director of the Company is 4 years at the conclusion of this general meeting of shareholders.
3. The term of office of Mr. Keiichi Asai as Outside Director of the Company is 1 year at the conclusion of the shareholders' general meeting.
4. The Company has entered into a Liability Limitation Agreement with Mr. Kazutaka Okubo and Mr. Keiichi Asai pursuant to the provisions of Article 427 Paragraph 1 of Companies Act and the provisions of the Company's Articles of Incorporation so that they may fully perform the expected role as an Outside Director. The maximum amount of liability for damages under the agreement is the amount stipulated by laws and regulations. If they are elected as Directors, the Company plans to continue the agreement.
5. The Company has designated Mr. Kazutaka Okubo and Mr. Keiichi Asai as independent officers under the provisions of the Tokyo Stock Exchange, Inc. where has notified. If they are elected as Directors, the Company plans to continue designating them as independent officers.
6. The Company has entered into an Officers' Liability Insurance Agreement with all Director as insured persons. Any damage that may arise from the fact that the Director as insured person is responsible for the performance of his / her duties or from receiving a claim for pursuing such responsibility will be compensated. If each candidate is reappointed as a Director, he / she will become an insured person. The Agreement will be renewed with the same contents when the term coming. The outline of the Agreement is as stated in the "Outline of Officers' Liability Insurance Agreement" of the Business Report.

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