Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
(Stock Exchange Code 3360)
June 11, 2019
To Shareholders with Voting Rights:
Kunihisa Furukawa, Chairman and CEO
Hirotaka Ogawa, President and COO
SHIP HEALTHCARE HOLDINGS, INC.
20-8, Kasuga 3-chome, Suita-shi, Osaka
NOTICE OF
THE 27TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 27th Annual General Meeting of Shareholders of SHIP HEALTHCAREHOLDINGS, INC. (the “Company”). The details of the meeting are as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the Voting
Rights Exercise Form or via the Internet. Please review the attached Reference Documents for the General Meetingof Shareholders, and exercise your voting rights by 5:40 p.m. on Wednesday, June 26, 2019, Japan time.
1. Date and Time:
2. Place:

Thursday, June 27, 2019, at 10 a.m. Japan time (Reception opens at 9 a.m.)
Crystal Hall, Senri Hankyu Hotel West Bldg. 2F, located at
2-1-D-1 Shinsenri Higashimachi, Toyonaka-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 27th
Fiscal Year (April 1, 2018‒March 31, 2019) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 27th Fiscal Year
(April 1, 2018‒March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Twelve (12) Directors
Proposal 2:
4. Matters Regarding This In case you are unable to attend the meeting, one (1) shareholder with voting rights
can represent you as a proxy at this meeting.
Convocation Notice
However, a document that verifies the proxy right of the person representing you
must be submitted.

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◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎ Institutional investors registered in the name of a trust and custody services bank, etc. (including a standing
proxy), may use the “Voting Rights Electronic Exercise Platform” operated by ICJ Co., Ltd., as anotherelectromagnetic method other than the use of the Internet for exercising voting rights at the General Shareholders
Meeting of the Company, provided that the shareholder has already subscribed to use of the platform.
◎ Should any revisions occur to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements for the Company,
the revisions will be posted on the Company’s website (https://www.shiphd.co.jp/en/).
◎ Of the documents that the Company needs to provide along with this convocation notice, the Notes to theConsolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements are posted on thewebsite of the Company (http://www.shiphd.co.jp/en/) pursuant to laws and the provision of Article 16 of the
Articles of Incorporation of the Company. Therefore, these matters are not included in the attached Reference
Documents for the General Meeting of Shareholders. The Consolidated Financial Statements and theNon-Consolidated Financial Statements in the attached Reference Documents for the General Meeting of
Shareholders are part of the Consolidated and Non-Consolidated Financial Statements that were audited by the
Accounting Auditor to prepare an audit report.

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Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal 1: Appropriation of Surplus
Regarding year-end dividends for the Company’s 27th fiscal year, it is proposed to pay 70 yen per share, inconsideration of its business results for the fiscal year under review, prospects for future business development
and the status of internal reserves.
(1)
(2)

(3)

Type of dividend property:
CashAllotment of dividend property to shareholders and the total amount:
70 yen per share of common stock of the Company
Total amount: 3,334,111,550 yen
Effective date of dividends from surplus:
June 28, 2019-3-

Proposal 2: Election of Twelve (12) Directors
The terms of office of all twelve (12) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of twelve (12) Directors is proposed.
The candidates are as follows:

No.

Name

1

Kunihisa Furukawa

2

Position at the Company
Chairman and CEO

Reappointment

Kenzo Konishi

Vice Chairman

Reappointment

3

Hirotaka Ogawa

President and COO

Reappointment

4

Futoshi Ohashi

Executive Vice President

Reappointment

5

Koichi Okimoto

Executive Vice President, Director

Reappointment

6

Jun Masuda

Executive Director

Reappointment

7

Hiroyuki Kobayashi

Executive Director

Reappointment

8

Hiroshi Yokoyama

Managing Director

Reappointment

9

Yasuo Izumi

Director

Reappointment

10

Seiichiro Sano

Director

Reappointment

OutsideIndependent

11

Toshio ImabeppuNew
appointment

OutsideIndependent

12

Fumiyo ItoNewappointment

OutsideIndependent

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No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
August 1992

1

2

Number ofshares of theCompany held

Founder and President of SHIP Corporation (currently theCompany)
November 1992 President of GREEN HOSPITAL SUPPLY, INC. (Absorbedby the Company through a merger on March 31, 2002)
June 2014
Chairman and CEO of the Company (to present)
Kunihisa Furukawa [Significant concurrent positions]
1,236,800(April 27, 1945) ・Chairman and CEO of GREEN HOSPITAL SUPPLY, INC.
・Chairman of CENTRAL UNI CO., LTD.
・Chairman of SEIKO MEDICAL, INC.
・Chairman of SHIP HEALTHCARE ESTATE, INC.
・Chairman of Nisseichozai, Inc.
・Chairman of GREEN PHARMACY Co., Ltd.
[Reasons for nominating the candidate for Director]
Kunihisa Furukawa has been involved in the Company’s management as founder and Chairman of the Company
and possesses ample insight and extensive professional experience regarding the industry and overall corporate
management. The Company reappoints Mr. Furukawa, expecting him to continue to help improve performance of theoverall SHIP HEALTHCARE Group (the “Group”), ensure governance and lead further development of the Group.
April 1980
Joined Konishi Medical Instruments Co., Ltd.
April 1991
Director of Konishi Medical Instruments Co., Ltd.
August 1996
Managing Director of Konishi Medical Instruments Co.,
Ltd.
October 1997
President of Konishi Medical Instruments Co., Ltd.
August 2007
Chairman and Director of Konishi Medical Instruments Co.,Ltd.
Kenzo Konishi
September 2007 Representative Director and CEO of Konishi Kyowa
796,000(July 9, 1957)
Holding Corporation
September 2010 Representative Director, CEO and COO of Konishi Kyowa
Holding Corporation
June 2016
Vice Chairman of the Company (to present)[Significant concurrent positions]
・Chairman of Konishi Medical Instruments Co., Ltd.
・Chairman of Kyowairiki Co., Ltd.
[Reasons for nominating the candidate for Director]
Kenzo Konishi possesses extensive experience in managing Konishi Medical Instruments Co., Ltd., which has an
approximately 70-year corporate history since establishment. He also has profound knowledge related to the industry
and network. The Company reappoints Mr. Konishi, expecting him to utilize experience as Representative Director,
CEO and COO of Konishi Kyowa Holding Corporation to continue to create synergies throughout the Group and leadfurther development of the Group.

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No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
November 1992

3

Number ofshares of theCompany held

Joined GREEN HOSPITAL SUPPLY, INC. (Absorbed by
the Company through a merger on March 31, 2002)
Director of GREEN HOSPITAL SUPPLY, INC.
January 1993
Joined SHIP Corporation (currently the Company)
Director and General Manager, Consulting Services
Department of SHIP Corporation
April 2004
Executive Director and General Manager, Corporate
Planning Office of the Company
April 2008
Executive Director and General Manager, Administration
Division of the Company
April 2009
Executive Director, General Manager, Administration
Hirotaka Ogawa
Division, and General Manager, Information System
331,500(January 14, 1958)
Department of the Company
October 2009
Director and General Manager, Business Management
Office of the Company
June 2012
Executive Vice President, Director and General Manager,
Business Management Office of the Company
June 2014
President and COO of the Company (to present)[Significant concurrent positions]
・President and COO of GREEN HOSPITAL SUPPLY, INC.
・President of SHIP HEALTHCARE ESTATE, INC.
・President of KITA OSAKA ESTATE, INC.
・President of SHIP HEALTHCARE ESTATE EAST, INC.
[Reasons for nominating the candidate for Director]
Hirotaka Ogawa has assumed various positions including General Manager, Corporate Planning Office; General
Manager, Administration Division; General Manager, Information System Department; General Manager, Business
Management Office; and Executive Vice President of the Company, and currently he is involved in the Company’s
management as President. Mr. Ogawa possesses ample insight and professional experience related to the industry andoverall corporate management. The Company reappoints Mr. Ogawa, expecting him to continue to help improve theGroup’s performance and lead further development of the Group.

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No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
June 1987
May 2000
May 2003

Futoshi Ohashi(May 10, 1964)
4

Joined F&S UNI MANAGEMENT CO., LTD.
Director of F&S UNI MANAGEMENT CO., LTD.
Representative Director and Senior Managing Executive
Officer of F&S UNI MANAGEMENT CO., LTD.
May 2006
President of F&S UNI MANAGEMENT CO., LTD.
January 2007
Director of CENTRAL UNI CO., LTD.
October 2009
Director of the Company
June 2012
Executive Director and General Manager, Information
Strategy Office of the Company
June 2014
Executive Vice President of the Company (to present)[Significant concurrent positions]
・Chairman of F&S UNI MANAGEMENT CO., LTD.
・President & Representative Director of AKISHIMA INTERNATIONALJUSTICE PFI・Chairman of Chain Management Co., Ltd.

Number ofshares of theCompany held

600

[Reasons for nominating the candidate for Director]

5

Futoshi Ohashi possesses extensive knowledge related to intra-hospital logistics of medical consumables andinformation systems and a track record in corporate management. The Company reappoints Mr. Ohashi, expecting
him to continue to lead further development by increasing the number of contracts, improving operations and creatingsynergies with other business departments.
January 1993
Director of SHIP Corporation (currently the Company)
January 1993
Director and General Manager, Chugoku Sales Department
of GREEN HOSPITAL SUPPLY, INC. (Absorbed by theCompany through a merger on March 31, 2002)
April 2004
Director, Managing Executive Officer and General Manager,
Chugoku Business Department of the Company
April 2008
Managing Director and General Manager, Group Companies
Control Department of the Company
October 2009
Director and General Manager, Group Companies Control
Office of the Company
Koichi Okimoto
281,500
June
2014
Executive Director and General Manager, Group Companies(September 13, 1957)
Control Office of the Company
June 2016
Executive Vice President, Director and General Manager,
Group Companies Control Office of the Company (topresent)[Significant concurrent positions]
・President of Nisseichozai, Inc.
・Chairman of SHIP HEALTHCARE PHARMACY EAST CO., LTD.
・President of SHIP HEALTHCARE FOOD, INC.
・President of Green Life, Co., LTD.
・President of Green Life East Co., Ltd.
[Reasons for nominating the candidate for Director]
Koichi Okimoto possesses ample experience and knowledge in ensuring the governance of and creating synergies
among Group companies and launching new businesses. The Company reappoints Mr. Okimoto, expecting him tolead further development of the Group as it expands by ensuring governance and creating synergies.

-7-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 2001
June 2001
June 2005

6

7

Number ofshares of theCompany held

Joined Chain Management Co., Ltd.
Representative Director of Chain Management Co., Ltd.
Executive Vice President, Director of CENTRAL UNI CO.,LTD.
Jun Masuda
June 2006
President of CENTRAL UNI CO., LTD. (to present)
227,000(March 18, 1968)
October 2009
Executive Director of the Company (to present)[Significant concurrent positions]
・President of CENTRAL UNI CO., LTD.
・President of Yamada Shadowless Lamp Co., Ltd.
[Reasons for nominating the candidate for Director]
Jun Masuda possesses ample experience and knowledge in the industry mainly about medical carefacilities/equipment such as medical care gas supply systems and surgery room interiors. The Company reappoints Mr.
Masuda, expecting him to continue to lead the development of new and attractive products, help improve the Group’s
performance and lead the further development of the Group.
May 1994
Joined GREEN HOSPITAL SUPPLY, INC. (Absorbed by
the Company through a merger on March 31, 2002)
General Manager, Medical System Department of GREENHOSPITAL SUPPLY, INC.
April 2002
Director and General Manager, Sales Division of theCompany
April 2003
Director, General Manager, Sales Division, and General
Manager, Medical System Sales Department of theCompany
March 2004
Director, Managing Executive Officer; General Manager,
Sales Division; and General Manager, Total Pack System
Hiroyuki Kobayashi
Business Division of the Company
232,100(June 21, 1957)
April 2005
Director, Managing Executive Officer, General Manager,
Sales Division, and General Manager, Metropolitan Area
Business Department of the Company
April 2008
Executive Director; General Manager, Sales Division; andGeneral Manager, Tokyo Branch Office of the Company
October 2009
Director of the Company
June 2014
Executive Director of the Company (to present)[Significant concurrent positions]
・President of Osaka Advanced Medical Imaging Center・Managing Director of GREEN HOSPITAL MYANMAR, LIMITED・Executive Chairman of SHIP AICHI MEDICAL SERVICE, LTD.
[Reasons for nominating the candidate for Director]
Hiroyuki Kobayashi possesses ample experience in sales activities as General Manager of the Sales Division of theCompany and has produced a track record in launching businesses overseas. The Company reappoints Mr. Kobayashi,
expecting him to continue to lead the further development of the Group through global business expansion.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
January 1993
June 1997

Number ofshares of theCompany held

Joined SHIP Corporation (currently the Company)
Director and General Manager, Osaka Sales Department,
Medical Imaging Business Department of the Company
April 2001
Joined FUJIFILM Medical Nishi Nihon Co., Ltd. (currently
FUJIFILM Medical Co., Ltd.)
September 2007 Joined the Company
Hiroshi Yokoyama
General Manager, Corporate Planning Office of the100,500(April 8, 1958)
Company
June 2008
Director and General Manager, Corporate Planning Office of
8
the Company
June 2014
Managing Director and General Manager, Corporate
Planning Office of the Company
June 2016
Managing Director and General Manager, Secretariat officeof the Company (to present)[Reasons for nominating the candidate for Director]
Hiroshi Yokoyama possesses ample experience and knowledge in Group governance, investor relations and public
relations, etc. as General Manager, Corporate Planning Office, and General Manager, Secretariat office of theCompany. The Company reappoints Mr. Yokoyama, expecting him to continue to play a role as an open-minded
contact point with external individuals and organizations as the Group achieves well-balanced growth.
April 1981
Joined Toshiba Medical Corporation
April 1985
Joined KYOWAIRIKI CO., LTD.
February 1997
Managing Director of Kyowairiki Co., Ltd.
February 1998
Executive Director of Kyowairiki Co., Ltd.
February 2001
President of Kyowairiki Co., Ltd.
Yasuo Izumi
August 2007
Chairman and Director of Kyowairiki Co., Ltd.
99,500(October 18, 1958) September 2007 Director and COO of Konishi Kyowa Holding Corporation
September 2010 Chairman of Kyowairiki Co., Ltd.
9
September 2010 Director and CSO of Konishi Kyowa Holding Corporation
June 2016
Director of the Company (to present)[Significant concurrent positions]
・President of Konishi Kyowa Holding Corporation[Reasons for nominating the candidate for Director]
Yasuo Izumi has ample experience in corporate management at Hiroshima-based Kyowairiki Co., Ltd. as well as
profound knowledge and network in the industry mainly in the Chugoku region of Japan. The Company reappoints
Mr. Izumi, expecting him to continue to lead the further development of the Group by creating synergies throughout
the Group.
April 1977
Joined SANYO Electric Co., Ltd.
April 2005
Executive Officer of SANYO Electric Co., Ltd.
April 2007
CEO of SANYO Electric Co., Ltd.
June 2007
President of SANYO Electric Co., Ltd.
Seiichiro Sano
April 2011
Senior Managing Executive Officer of Panasonic－(November 20, 1952)
Corporation
June 2012
Senior Audit & Supervisory Board Member of Panasonic
Corporation
10
June 2016
Advisor of Panasonic Corporation
June 2017
Director of the Company (to present)[Reasons for nominating the candidate for Outside Director]
Seiichiro Sano assumed various positions such as President of SANYO Electric Co., Ltd., and Senior Managing
Executive Officer, Senior Audit & Supervisory Board Member and Advisor of Panasonic Corporation, and possesses
profound insight and extensive experience in corporate management. The Company reappoints Mr. Sano as Outside
Director, expecting him to utilize his knowledge and experience for the Company’s management and participate in the
Company’s management from a fair and neutral standpoint.

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No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1981
August 2002
July 2004

11

12

Joined Ministry of Health and WelfareCounsellor of Cabinet Secretariat
Director, Employees’ Health Insurance Division of Ministryof Health, Labour and Welfare
July 2008
Director, Accounts Division of Ministry of Health, Labourand Welfare*Toshio Imabeppu
July 2013
Director-General, Pharmaceutical and Food Safety Bureau－(July 13, 1956)of Ministry of Health, Labour and Welfare
July 2014
Director-General, Statistics and Information Policy of
Ministry of Health, Labour and Welfare
October 2015
Retired from Director-General, Statistics and Information
Policy of Ministry of Health, Labour and Welfare
June 2016
Advisor of Sompo Risk Management Inc.
[Reasons for nominating the candidate for Outside Director]
Toshio Imabeppu assumed various positions such as Director-General, Pharmaceutical and Food Safety Bureau, andDirector-General, Statistics and Information Policy of Ministry of Health, Labour and Welfare, and possesses
expertise and experience in social welfare, etc. The Company newly appoints Mr. Imabeppu as Outside Director,
expecting him to utilize his knowledge and experience for the Company’s management and participate in the
Company’s management from a fair and neutral standpoint.
April 1979
Joined National Kyoto Hospital
April 2006
Nursing Specialist, Kinki Group, Headquarters of
National Hospital Organization
April 2008
Senior Nursing Specialist, National Hospitals Division,
Health Policy Bureau of Ministry of Health, Labour andWelfareApril 2009
General Manager, Service Safety Section, Medical
Department, Headquarters of National Hospital
Organization*Fumiyo Ito－(August 3, 1957)
April 2011
General Manager, Nursing Department of
National Cerebral and Cardiovascular Center
April 2016
General Manager, Nursing Department, Osaka Medical
Center of National Hospital Organization
March 2019
Retired from Osaka Medical Center of National Hospital
Organization
April 2019
Joined Rakuwakai Health Care System
General Manager, Recruitment and Education Department,
Headquarters of Rakuwakai (to present)[Reasons for nominating the candidate for Outside Director]
Fumiyo Ito assumed various positions such as Senior Nursing Specialist, National Hospitals Division, Health Policy
Bureau of Ministry of Health, Labour and Welfare, General Manager, Nursing Department of National Cerebral andCardiovascular Center and General Manager, Nursing Department, Osaka Medical Center of National Hospital
Organization, and possesses profound insight and extensive experience as a nursing manager. The Company newly
appoints Ms. Ito as Outside Director, expecting her to utilize her knowledge and experience for the Company’s
management and participate in the Company’s management from a fair and neutral standpoint.
(Notes)
1.
2.
3.

4.

* indicates a newly nominated candidate for Outside Director.
There is no special interest between each candidate and the Company.
Seiichiro Sano, Toshio Imabeppu and Fumiyo Ito are candidates for Outside Director and Independent
Officer, who has no risk of having a conflict of interest with general shareholders, as stipulated by Tokyo
Stock Exchange, Inc.
Independence as Outside Director and liability limitation agreement with the Outside Directors(1) Independence of the candidates for Outside Director
1) Seiichiro Sano’s term of office as Outside Director of the Company will be two years at theconclusion of this Annual General Meeting of Shareholders.
2) Neither Seiichiro Sano, Toshio Imabeppu nor Fumiyo Ito is in charge of business execution or an- 10 -

officer of specified related business entities of the Company and has not been so for the past five
years.
3) Neither Seiichiro Sano, Toshio Imabeppu nor Fumiyo Ito plans to receive a large amount ofmoney or other assets from the Company or specified related business entities of the Company
nor has he/she received such for the past two years.
4) Neither Seiichiro Sano, Toshio Imabeppu nor Fumiyo Ito is the spouse, blood relative within thethird degree of kinship or any equivalent person of a person in charge of business execution or
officer of the Company or specified related business entities of the Company.
5) For the past two years, neither Seiichiro Sano, Toshio Imabeppu nor Fumiyo Ito has been aperson in charge of business execution at a corporation of which the Company assumed rights andliabilities via a merger, an absorption-type company split, an incorporation-type company split ora business transfer right before such mergers, etc.
(2) Facts pertaining to the occurrence of the improper execution of duties while in office, preventive
measures taken against and ways to deal with the same after their occurrence
Not applicable(3) Limited Liability Agreements with Outside Directors
In an attempt to secure capable personnel as Outside Directors, the Company specifies in the Articles
of Incorporation that it can conclude agreements with Outside Directors to limit their liability fordamages to a certain amount. In accordance with this provision, the Company concluded a Limited
Liability Agreement with Seiichiro Sano, a candidate for Outside Director. If the reappointment of thecandidate is approved, the Company intends to renew the said agreement with him.
In addition, if the election of Toshio Imabeppu and Fumiyo Ito, candidates for Outside Director, isapproved at this Annual General Meeting of Shareholders, the Company intends to conclude said
agreements with them.
An outline of the Agreement is as follows.
・In the event damages are incurred to the Company by negligence committed on the part of an
Outside Director in the performance of duties, if the Outside Director has acted in good faith and is
not grossly negligent in the performance of duties, the amount of liability shall be limited to theamount stipulated in Article 425, Paragraph 1 of the Companies Act.

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