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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6059)
June 7, 2022
To Shareholders with Voting Rights:
Takehiro Yamamoto
President and Representative Director
UCHIYAMA HOLDINGS Co., Ltd.
10-10, 2-chome, Kumamoto, Kokurakitaku, Kitakyushu, Fukuoka, JapanNOTICE OF
THE 16TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified that the 16th Annual General Meeting of Shareholders of UCHIYAMAHOLDINGS Co., Ltd. (the “Company”) will be held for the purposes as described below.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. on Wednesday, June 22, 2022, Japan time.
1. Date and Time:Thursday, June 23, 2022 at 10:00 a.m. Japan time

2. Place:

Banquet hall HISHO on the fifth floor, JR KYUSHU STATION HOTEL
KOKURA located at 1-1, 1-chome, Asano, Kokurakita-ku, Kitakyushu,
Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
16th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 16th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 7 Directors (excluding Directors Who Are Audit and Supervisory
Proposal 3:
Committee Members)
Election of 2 Directors Who Are Audit and Supervisory Committee Members
Proposal 4:

-1-

◎
◎
◎

◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
There is no distribution of souvenirs to our shareholders attending the meeting. We sincerely appreciate
your understanding.
In accordance with laws and regulations as well as Article 15 of the Articles of Incorporation of theCompany, the following items are posted on the Company’s website (http://www.uchiyama-gr.jp) andare therefore not included in the Attached Documents to this notice of convocation.
1) “Items Regarding the Company’s Stock” in the Business Report2) “Items Regarding Stock Acquisition Rights of the Company, etc.” in the Business Report
3) “Items Regarding Accounting Auditor” in the Business Report
4) “Company’s Systems and Policies” in the Business Report
5) The “Consolidated Statements of Changes in Net Assets”
6) The “Notes to the Consolidated Financial Statements”
7) The “Non-Consolidated Statements of Changes in Net Assets”
8) The “Notes to the Non-consolidated Financial Statements”
Accordingly, the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements described in the Attached Documents to this notice of convocation are part of the
documents which have been audited by Accounting Auditor and the Audit and Supervisory Committee
during the preparation of the Accounting Auditor’s Report and the Audit Report, respectively.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.uchiyama-gr.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Considering the enhancement of management structure and future business development and others, aswell as internal reserve, the Company proposes to pay the following as the year-end dividend for the fiscal year
2021:
(1) Type of dividend assets
Cash(2) Appropriation of dividend property to shareholders and total amount¥10 per share of common stock, for a total of 194,031,730 yen(3) Effective date of distribution of surplus
June 24, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reasons for proposal
1.

In accordance with the business expansion of the Company group, the amendment is to add
new business to Article 2 (Purpose) of the current Articles of Incorporation, and to rearrange
and change the order in which the business purposes are listed in each item.

2.

The amended provisions stipulated in the proviso of Article 1 of the supplementary provisionsof the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced
on September 1, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows.
(a) The proposed Article 15, Paragraph 1 provides that information contained in thereference materials for the general meeting of shareholders, etc. shall be provided
electronically.
(b) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit
the scope of matters to be included in the paper copy to be sent to shareholders who
have requested it.
(c) The provisions related to the internet disclosure and deemed provision of the referencematerials for the general meeting of shareholders, etc. (Article 15 of the current Articles
of Incorporation) will become unnecessary and will therefore be deleted.
(d) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.

(2) Details of the amendments
The Company proposes the following amendments to the current Articles of Incorporation(underlined sections indicate changes):

Current Articles of Incorporation

Proposed Amendments

Article 1 (Omitted)

Article 1 (Omitted)(Purpose)(Purpose)

Article 2 (Omitted)

Article 2 (Omitted)

1 (Omitted)

1 (Omitted)(1) - (26) (Omitted)(1) - (26) (Omitted)

2-5

2 - 4 (Omitted)(Newly established)

5 Fee-charging employment placementbusiness
6 Registration support services business
7 Vocational training business
8 Specified skilled foreign workers support
business
9 All operations incidental to each of the
above

-4-

Current Articles of Incorporation

Proposed Amendments

Article 3 – Article 14 (Omitted)

Article 3 – Article 14 (Omitted)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, etc.)
Article 15 The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference materials for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
(Newly established)(Deleted)(Measures for Electronic Provision, etc.)
Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the referencematerials for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting
rights.

-5-Current Articles of Incorporation

Proposed Amendments(Newly established)

Supplementary Provisions

-6-

1.

The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Materials for the General Meetingof Shareholders, Etc.) of the current Articles
of Incorporation and the proposed Article 15(Measures for Electronic Provision, Etc.)
shall come into effect on the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).

2.

Notwithstanding the provisions of thepreceding paragraph, Article 15 of thecurrent Articles of Incorporation shall remain
in force with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.

3.

These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

Proposal 3:

Election of 7 Directors (excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all 7 Directors who are not Audit and Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we request the appointmentof 7 Directors who are not Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has judged that each candidate is suitable for the position of Directorof the Company based on the evaluation of their business execution, performance, etc. during the fiscal year
2021.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions
June

Number ofshares of theCompany held

1971 President and Representative Director of Uchiyama Building
Co., Ltd.
October
1984 President and Representative Director of Uchiyama Urbest Co.,
Ltd.
October
1984 Director of Bonheure Corporation
March
1987 President and Representative Director of House Twenty-twoCo., Ltd.
February
1998 Director of Kouno LLC.
December 2004 President and Representative Director of Sawayaka Club Co.,
Ltd.
October
2006 President and Representative Director of the Company
Fumiharu Uchiyama
2,104,820
1
November2009
President and Representative Director of Sawayaka Amanogawa(April 12, 1941)
Co., Ltd. (currently Sawayaka Club Co., Ltd.)
April
2021 Chairman and Representative Director of the Company (current
position)
Chairman and Representative Director of Sawayaka Club Co.,
Ltd. (current position)
Chairman and Representative Director of Bonheure Corporation(current position)(to present)[Significant concurrent positions]
Chairman and Representative Director of Sawayaka Club Co., Ltd.
Chairman and Representative Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
As a founder, the candidate has been engaged in the management of the Group for many years since its foundation and built thefoundation of the present Group. The Company expects that, for the Group to achieve further growth and development, the role tobe performed by his leadership and wealth of experience would be significant, and has thus made him again a candidate for
Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

1994 Joined Saito LLC
2002 Director of NOA LLC
2002 Director of Kouno LLC.
2002 Director of ZEN Corporation Co., Ltd.
2004 Corporate Auditor of Uchiyama Building Co., Ltd.
2005 Senior Managing Director of Bonheure Corporation
2006 Senior Managing Director of the Company
2008 Senior Managing Director and General Manager of Corporate
Planning Office of the Company
June2010 Senior Managing Director of Sawayaka Club Co., Ltd.
June
2020 Representative Senior Managing Director and General Manager
Takehiro Yamamotoof Corporate Planning Office of the Company
2
14,000(January 30, 1971)
Representative Senior Managing Director of Sawayaka Club
Co., Ltd.
April
2021 President and Representative Director of the Company (current
position)
President and Representative Director of Sawayaka Club Co.,
Ltd. (current position)
January2022 Representative Komisaris of PT.Sawayaka Fujindo Indonesia(current position)(to present)[Significant concurrent positions]
President and Representative Director of Sawayaka Club Co., Ltd.
Representative Komisaris of PT.Sawayaka Fujindo Indonesia[Reason for nomination as a candidate for Director]
As a head of the corporate planning division, the candidate has been engaged mainly in promoting IPO and medium-term
management plan as well as IR. Based on his wealth of experience and achievements, the Company expects that he is anappropriate person for Director of the Company, expecting him to contribute to enhancing the Group’s corporate value, and has
thus made him again a candidate for Director.
September 1990 Joined Uchiyama Building Co., Ltd.
June
1994 Director of AMENITY Co., Ltd.
October
1995 Director of ZEN Corporation Co., Ltd.
January
1998 Director of Uchiyama Building Co., Ltd.
November 2005 Senior Managing Director of Bonheure Corporation
Shigemi Utano
October
2006 Senior Managing Director of the Company (current position)
3
61,300(June 28, 1965)
April
2011 President and Representative Director of Bonheure Corporation(current position)(to present)[Significant concurrent positions]
President and Representative Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
The candidate serves as President and Representative Director of Bonheure Corporation, one of the principal business companiesof the Group. He has been engaged in the Real Estate Business, Karaoke Business and Restaurant Business for many years, andhas experience and achievements in these fields. The Company expects that he would continue to execute duties as a Director of
the Company appropriately, based on these experiences and insight regarding overall management, and has thus made him again
a candidate for Director.
July
March
March
March
February
November
October
March

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions
AugustJune
OctoberJune

Number ofshares of theCompany held

2003 Joined Kouno LLC.
2005 Director of Sawayaka Club Co., Ltd.
Director of the Company
2006
Kenji Kawamura*4
16,000
Director (Audit and Supervisory Committee Member) of the2021(August 30, 1961)
Company (current position)
Corporate Auditor of Sawayaka Club Co., Ltd. (current position)
Corporate Auditor of Bonheure Corporation (current position)[Reason for nomination as a candidate for Director]
The candidate has been engaged in the Nursing Care Business, one of the Group’s principal segments, for many years. In
addition, he has a wealth of working experience at medical institutions, along with broad knowledge and expertise covering bothfields of long-term care and medical care. Drawing on these experiences and achievements, the Company has determined that hewould appropriately execute duties as a Director of the Company, and has thus made him a new candidate for Director.
May
1996 Joined Bonheure Corporation
March
2002 Director of NOA LLC
March
2002 Director of Kouno LLC.
March
2002 Director of ZEN Corporation Co., Ltd.
November 2005 Managing Director of Bonheure Corporation
Koji Futamura
5
31,0002010 Director of the Company (current position)(January 15, 1976) June
April
2011 Senior Managing Director of Bonheure Corporation (current
position)(to present)[Significant concurrent positions]
Senior Managing Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
The candidate has been engaged in the Karaoke Business and Restaurant Business, the Group’s principal segments, for many
years. He is well-versed in the store operation of karaoke and restaurant, and has a wealth of experience and achievements. The
Company expects that he would continue to appropriately execute duties as a Director of the Company, and has thus made him
again a candidate for Director.
December 1994 Joined Uchiyama Urbest Co., Ltd. (currently Bonheure
Corporation)
October
2006 General Manager of Accounting Department of the Company(current position)
June
2021 Director of the Company (current position)
Koujiro Kubota
Director of Sawayaka Club Co., Ltd. (current position)
66,000(February 7, 1966)
Director of Bonheure Corporation (current position)(to present)[Significant concurrent positions]
Director of Sawayaka Club Co., Ltd.
Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
The candidate, who currently serves as General Manager of Accounting Department, has acquired a wealth of experience and awide range of knowledge through his involvement with the Real Estate Business and the Nursing Care Business since joining theCompany. In addition, the Company expects that he would implement the Company’s corporate philosophy accurately, fairly andefficiently and contribute to maintaining the soundness of the Company and improving the medium-to-long-term corporate value,and has thus made him again a candidate for Director.
February
1964 Joined Kokurakita Welfare Office, Kitakyushu City OfficeMarch2000 Joined Incorporated Foundation Kitakyushu Water and Sewerage
Itsuo Yada
Association
7―
2008 Corporate Auditor of the Company(February 12, 1940) June
June2014 Director of the Company (current position)(to present)[Reason for nomination as a candidate for Outside Director and overview of expected roles]
Although the candidate has not been involved in corporate management except as an outside officer in the past, he has a wealth ofexperience at the Kitakyushu City Office and is particularly well-versed in welfare administration at the Kokurakita Welfare
Office. The Company has determined that his personality and views will allow him to appropriately execute duties, and thus
made him again a candidate for Outside Director. After his election, he is expected to appropriately execute duties as an Outside
Director by utilizing his expertise in welfare administration gained at the Kokurakita Welfare Office.

-9-

(Notes)
1. The candidate marked with asterisk (*) is newly appointed.
Mr. Kenji Kawamura is currently serving as a Director who is an Audit and Supervisory Committee Member and will
resign the position of Director who is an Audit and Supervisory Committee Members at the conclusion of this Annual
General Meeting of Shareholders on the condition that his election of Director (excluding Directors who are Audit andSupervisory Committee Members) is approved.
2. There are no special interests between each candidate for Director and the Company.
3. Mr. Itsuo Yada is a candidate for Outside Director. Furthermore, the Company has designated him as an Independent
Director as stipulated by the Tokyo Stock Exchange, and has submitted him to the aforementioned Exchange.
4. Under Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Mr. Itsuo Yada
to limit the liability for damages of Article 423, Paragraph 1 of the Companies Act. The limit of liability for damages
under the agreement is the amount set forth by laws and regulations. If this proposal is approved at this General Meeting,
the Company plans to continue with the agreement with Mr. Itsuo Yada.
5. Mr. Itsuo Yada is currently Outside Director of the Company. The term of office of Mr. Itsuo Yada as Outside Director
will be 8 years at the close of this General Meeting.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company. The
insurance covers expenses for litigation such as derivative lawsuits and legal damages to be borne by insureds. Eachcandidate will be insured under the insurance contract. The Company plans to renew the contract with the same details
at the next renewal.
7. The number of shares of the Company held by each candidate for Director does not include shares held under the
Uchiyama Holdings Officer Shareholding Association.

- 10 -

Proposal 4:

Election of 2 Directors Who Are Audit and Supervisory Committee Members

Mr. Kenji Kawamura is currently serving as a Director who is an Audit and Supervisory Committee
Member and will resign the position of Director who is an Audit and Supervisory Committee Member at theconclusion of this Annual General Meeting of Shareholders on the condition that his election as Director(excluding Directors who are Audit and Supervisory Committee Members) is approved. In addition, the termof office of Mr. Yasuo Kamio will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, we request the appointment of 2 Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Name(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

2002 Office Manager of Social Welfare Corporation Sawayaka
2006 Director of the Company (current position)*1
24,7002007 Director of Sawayaka Club Co., Ltd. (current position)(to present)[Reason for nomination as a candidate for Director]
The candidate has been engaged in the Nursing Care Business, one of the Group’s principal segments, for many years. As he is acertified Long-Term Care Support Specialist and has a wealth of work experience and professional knowledge in the field of
long-term care, the Company has determined that based on his experience and achievements, he would be able to adequately
fulfill the duties of Director who is an Audit and Supervisory Committee Member of the Company, and has thus made him a new
candidate for Director who is an Audit and Supervisory Committee Member.
October
1994 Joined Century Audit Corporation (currently KPMG AZSA
LLC)
January
2013 Joined Kamio and Partners
January
2013 Established Kamio Yasuo CPA Office (current position)
August2015 Representative member, Kamio and Partners (current position)May2019 Corporate Auditor of KYOKUTO Co., Ltd. (current position)
Yasuo Kamio
2
8,000
June
2020 Director (Audit and Supervisory Committee Member) of the(December 17, 1967)
Company (current position)(to present)[Significant concurrent positions]Representative, Kamio Yasuo CPA Office
Representative member, Kamio and Partners
Corporate Auditor of KYOKUTO Co., Ltd.
[Reason for nomination as a candidate for Outside Director and overview of expected roles]
The candidate has past experience of serving at a major auditing company as a certified public accountant, and has a high level ofviews and experiences. He has also been involved in practice of corporate accounting for many years, therefore, although he does
not have experience of being directly involved in corporate management, the Company has determined that he would be able tocontinue to adequately fulfill the duties of Outside Director who is an Audit and Supervisory Committee Member of theCompany, and has thus made him again a candidate. After his appointment, the Company expects that he will utilize his expertisein accounting as a certified public accountant and tax accountant to perform the duties of Outside Director who is an Audit andSupervisory Committee Member.
Nobuyuki Yoshioka(January 2, 1956)

March
OctoberMarch- 11 -

(Notes)
1. The candidate marked with asterisk (*) is newly appointed.
2. There are no special interests between the candidates for Directors who are Audit and Supervisory Committee Members
and the Company.
3. If this proposal is approved at this Annual General Meeting of Shareholders, under Article 427, Paragraph 1 of theCompanies Act, the Company plans to conclude an agreement with Mr. Nobuyuki Yoshioka to limit the liability fordamages of Article 423, Paragraph 1 of the Companies Act. The limit of liability for damages under the agreement is theamount set forth by laws and regulations.
4. Under Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Mr. Yasuo Kamio
to limit the liability for damages of Article 423, Paragraph 1 of the Companies Act. The limit of liability for damages
under the agreement is the amount set forth by laws and regulations. If this proposal is approved at this General Meeting,
the Company plans to continue with the agreement with Mr. Yasuo Kamio.
5. Mr. Yasuo Kamio is a candidate for Outside Director who is an Audit and Supervisory Committee Member. The term ofoffice of Mr. Yasuo Kamio as Outside Director who is an Audit and Supervisory Committee Member will be 2 years.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company. The
insurance covers expenses for litigation such as derivative lawsuits and legal damages to be borne by insureds. Eachcandidate will be insured under the insurance contract. The Company plans to renew the contract with the same details
at the next renewal.
7. Mr. Yasuo Kamio is a candidate for Outside Director who is an Audit and Supervisory Committee Member. The
Company has submitted him to the Tokyo Stock Exchange as an Independent Director as stipulated by the Exchange.
8. The number of shares of the Company held by each candidate for Director who is an Audit and Supervisory Committee
Member does not include shares held under the Uchiyama Holdings Officer Shareholding Association.

- 12 -

[Reference]
Expertise and experience of the candidates for the Company’s Directors (Skill Matrix)(Assuming that the election of each candidate for Director is approved at the General Meeting of Shareholders)
Name

GenderCurrent Position

Date ofAppointment as
Director

Corporate
management
and Business
Strategy

Corporate
GovernanceInsideFumiharu Uchiyama

MaleChairman and Representative Director

October 2, 2006

〇

〇

2

InsideTakehiro Yamamoto

Male

President and Representative Director

October 2, 2006

〇

〇

3

InsideShigemi Utano

Male

Senior Managing Director

October 2, 2006

〇

〇

4

InsideKenji Kawamura

Male

Director

June 23, 2022

〇

〇

5

InsideKoji Futamura

Male

Director

June 28, 2010

〇

〇

6

InsideKoujiro Kubota

Male

Director

June 24, 2021

〇

〇

7

OutsideItsuo Yada

Male

Outside Director

June 26, 2014

〇

〇

8

InsideNobuyuki Yoshioka

MaleJune 23, 2022

〇

〇

9

OutsideMamoru Sumikawa

MaleJune 27, 2017

〇

〇

10

OutsideShinichiro Kishimoto

Male

June 27, 2017

〇

〇

11

OutsideYasuo Kamio

Male

June 24, 2020

〇

〇

No.

Category

1

Director (Audit and Supervisory
Committee Member)
OutsideDirector(AuditandSupervisory Committee Member)
OutsideDirector(AuditandSupervisory Committee Member)
OutsideDirector(AuditandSupervisory Committee Member)- 13 -

Human Resource
Development

Sales andMarketingCustomer
Satisfaction

M&A

〇

〇

〇

〇

〇

〇

〇

〇

〇

3

〇

〇

〇

〇

〇

4

〇

〇

〇

5

〇

〇

〇

〇

〇

〇

No.

Finance andaccounting

Legal affairs

1
2

6

〇

〇

7

〇

8

〇

〇

Audit andSupervisory

〇

〇

〇

〇

〇

9

〇

〇

〇

10

〇

〇

〇

11

〇

〇

〇

- 14 -