Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9628
June 3, 2024

Dear Shareholders,Satoshi Harishima
President and Representative Director

SAN HOLDINGS, INC.

Osaka Head Office:6-39, Tenjimbashi 4-chome, Kita-ku, Osaka-shi
Main Office:6-11, Kitahama 2-chome, Chuo-ku, Osaka-shi

Notice of the 95th Annual General Meeting of Shareholders
First, we would like to express our deepest sympathies to all those who suffered in the Noto Peninsula
Earthquake that occurred on January 1, 2024, and we wish for the earliest possible recovery of the affectedarea.
We hereby announce the 95th Annual General Meeting of Shareholders of SAN HOLDINGS, INC. (the“Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic format,
and it has posted the information on each of the following websites.
[The Company’s website]
https://www.san-hd.co.jp (in Japanese)(Please access the above website to view the information.)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/9628/teiji/ (in Japanese)(Please access the above website to view the information.)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(To access this information, access the TSE website by using the internet address given above, enter “SANHOLDINGS” in “Issue Name (company name)” or the Company’s securities code “9628” (single byte) in“Code,” and click “Search,” and then select “Basic information” and “Documents for public inspection/PR
information.” You can find the information in the “Notice of the General Meeting of
Shareholders/Informational materials for General Meeting of Shareholders” section in “Documents for public
inspection.”)If you are unable to attend the meeting, you may exercise your voting rights by electromagnetic means (via
the internet, etc.) or in writing (by mail). Please review the attached Reference Documents for the General
Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. Monday, June 24, 2024 (JST), in
accordance with the following instructions.
The Company will conduct a live webcast of this General Meeting of Shareholders. For specific details, pleaserefer to the enclosed leaflet. (This meeting will be held in Japanese only; no interpretation will be provided.)-1-

In consideration of fairness for shareholders who attend the General Meeting of Shareholders andshareholders who have difficulty attending the meeting, we will not be providing gifts at the General Meetingof Shareholders. We would like to ask for your understanding on this matter.
1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. (JST)

2. Place:

Venue: Mahoroba
Senri Kaikan, KOEKISHA CO., LTD.
3-10, Momoyamadai 5-chome, Suita-shi, Osaka

3. Purpose of the Meeting
Matters to be reported:

1.

2.
Matters to be resolved:
Proposal 1:
Proposal 2:

Business Report and Consolidated Financial Statements for the 95th
Fiscal Year (from April 1, 2023, to March 31, 2024), as well as theaudit reports of the Accounting Auditor and the Audit & Supervisory
Board for Consolidated Financial Statements
Non-consolidated Financial Statements for the 95th Fiscal Year (from
April 1, 2023, to March 31, 2024)
Appropriation of Surplus
Election of Six Directors

4. Instructions for Exercising Voting Rights(1) Exercise of voting rights by electromagnetic means (via the internet, etc.)
If you exercise your voting rights by electromagnetic means (via the internet, etc.), exercise yourvoting rights after reviewing the “Information About Exercising Your Voting Rights by
Electromagnetic Means (the Internet, Etc.)” on pages 4 to 5 by 5:30 p.m. on Monday, June 24,
2024 (JST).
(2) Exercise of voting rights in writing (by mail)(i) Please indicate your approval or disapproval of each proposal in the enclosed voting form andreturn it so that it arrives no later than 5:30 p.m. on Monday, June 24, 2024 (JST).
(ii) If you exercise your voting rights in writing (by mail) and do not indicate your approval ordisapproval of the proposals on the voting form, we will treat it as if you indicated yourapproval.
(3) If you exercise your voting rights in duplicate both via the internet, etc. and in writing (by mail),the Company will only deem your vote via the internet, etc. as valid. Also, if you exercise yourvoting rights multiple times via the internet, etc. or in duplicate both on a personal computer and asmartphone, the Company will only deem your final vote to be valid.

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(List of Requests)
 When attending the meeting, please submit the enclosed voting form at the reception desk.
 If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on each of the above websites.
 For this General Meeting of Shareholders, the Company will deliver paper-based documents stating the items subject tomeasures for electronic provision to all shareholders whether they have requested delivery or not. However, the following
items subject to measures for electronic provision are omitted from the paper-based documents to be delivered inaccordance with the provisions of laws and regulations and Article 17 paragraph 2 of the Company’s Articles ofIncorporation: Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial
Statements.
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board Members in preparing the Audit Report include the Notes to theConsolidated Financial Statements and the Notes to the Non-consolidated Financial Statements posted on each of thewebsites mentioned above in addition to the documents attached to this Notice of Convocation.
As COVID-19 has been reclassified to Category 5 from Category 2 equivalent under the Infectious Diseases Act andeconomic and social activities are returning to normal, the Company’s measures against infection at this General
Meeting of Shareholders will be as follows. We ask for the understanding and cooperation of all shareholders attending
the meeting.
- Wearing a mask or not is left to the discretion of each shareholder attending the meeting.
- Management staff members may wear a mask.
- Alcohol-based sanitizer to sanitize your hands may be provided at the reception.
- Shareholders may be requested to check they have no symptoms. If you have symptoms, such as fever or cough, pleaserefrain from attending the meeting.
 Should there be any significant changes regarding the holding or operation of the General Meeting of Shareholders due tofuture circumstances, the revised versions will be published in writing or will be posted on the Company’s website(https://www.san-hd.co.jp). Please check what the status is before coming.

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Information About Exercising Your Voting Rights by Electromagnetic Means (the Internet, Etc.)
When exercising your voting rights by electromagnetic means (via the internet, etc.), please note the following
items.
1. Exercising Your Voting Rights via the Internet, etc.
(1) Website for exercising voting rights
Exercising your voting rights via the internet, etc. may be conducted only by accessing thefollowing website, which is designated by the Company.
Website for exercising voting rights: https://www.web54.net(2) How to exercise your voting rights(i) Voting by computer
Please access the above website; enter the “voting rights exercise code” and “password” thatare stated on the enclosed voting form; and follow the instructions on the screen to enter yourapproval or disapproval.
(ii) Voting by smartphone
Please scan the “voting website QR code” on the enclosed voting form, and enter yourapproval or disapproval on the voting-by-smartphone website, which does not require
entering a “voting rights exercise code” or “password.”
Note that changing your vote once you have executed your voting rights requires re-scanning
the QR code and entering the “voting rights exercise code” and “password” stated on yourvoting form.
(3) The handling of voting rights(i) Your voting rights must be exercised by 5:30 p.m. on Monday, June 24, 2024 (JST). It is
recommended to vote at an early stage.
(ii) If you exercise your voting rights in duplicate both via the internet, etc. and in writing (bymail), the Company will only deem your vote via the internet, etc. valid. Also, if you exercise
your voting rights multiple times via the internet, etc. or in duplicate both on a personal
computer and a smartphone, the Company will only deem your final vote to be valid.
(iii) All fees payable to internet service providers and telecommunication carriers (such as
connection fees) for accessing the voting website are to be borne by shareholders.
(iv) You may not be able to use the voting rights exercise website depending on the internet
environment, etc. of your computer or smartphone.
(4) The handling of passwords and voting rights exercise codes(i) The password is important information for identifying each person is a qualified shareholder
with voting rights. Therefore, please handle your password as carefully as you handle yourseal and PIN numbers.
(ii) The password will become unavailable if you input the wrong data a certain fixed number oftimes. To issue a new password, follow the instructions on the screen.
(iii) The voting rights code that is listed on the enclosed voting form can only be used for this
General Meeting of Shareholders.
(5) Contact information for inquiries about the operation of computers, etc.
(i) If you have any technical inquiries regarding the operation of a PC, etc. for voting on this site,please contact the following:
Dedicated phone line for Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank,
Limited[Telephone number] 0120-652-031 (Business hours: 9:00 a.m. – 9:00 p.m. (JST))-4-

(ii) If you have any other inquiries, please contact the following:a
Shareholders with accounts at securities companies
Please contact your securities company.
b
Shareholders without accounts at securities companies (shareholders with special accounts)
Stock Transfer Agency Business Planning Department, Sumitomo Mitsui Trust Bank,
Limited[Telephone number] 0120-782-031 (Business hours: 9:00 a.m. – 5:00 p.m. (JST), excluding
weekends and holidays)
2. Electronic Voting Platform
Nominee shareholders, such as trust and custody services banks (including standing proxies), may apply
in advance to use the Electronic Voting Platform operated by ICJ Inc., a joint venture company foundedby Tokyo Stock Exchange, Inc. and other entities. In this case, such shareholders can use the ICJ
platform in addition to the exercise of voting rights via the internet, etc. in 1. above as a means toexercise their voting rights by electromagnetic means at the General Meeting of Shareholders of theCompany.

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Proposal 1: Appropriation of Surplus
The Company proposes the appropriation of the surplus as follows.
The Company considers the return of profits to shareholders to be one of the most important management
issues, and it has a policy of returning profits to shareholders through dividends while comprehensively taking
into account consolidated business results, financial conditions, securing internal reserves for investments inmedium- to long-term growth, financial soundness, etc.
In accordance with this policy, the Company proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividendsi) Type of dividend property
To be paid in cashii)

Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥12 per common share of the Company.
In this event, the total dividends will be ¥248,068,944.
The Company conducted a 2-for-1 common stock split on October 1, 2023. The paid interim dividend(¥23 per share) whose record date was September 30, 2023, is equivalent to ¥11.50 per share after thestock split. Together with the year-end dividend, this would make the annual dividend of ¥23.50 per
share for the current fiscal year, which is an increase of ¥1.50 compared to the previous fiscal year.

iii) Effective date of dividends of surplus
The effective date of dividends will be June 26, 2024.

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Proposal 2: Election of Six Directors
At the conclusion of this shareholders meeting, the terms of office of all six Directors will expire.
Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:
No.

Name (date of birth)

Career summary, and position and responsibilities in the Company(significant concurrent positions outside the Company)
Apr. 1986
July 1994

Yuichi Noro
(August 30, 1962)
1

Joined American Life Insurance Company
Temporarily transferred to AIG Marketing (AIG
Company, Ltd.)
Temporarily transferred to AIG Star Life Insurance Co.,
Apr. 2001
Ltd.
General Manager of Customer Strategy Department ofJune 2004
American Life Insurance Company
Joined the Company
Apr. 2006
Executive Officer, Assistant Manager of Strategic
Marketing Planning Department
Director, Assistant Manager of Strategic Marketing
June 2007
Planning Department
Managing Director, General Manager of Strategic
June 2008
Marketing Planning Department and General Manager ofTokyo Branch
Senior Managing Director in charge of Information
June 2009
System, General Manager of Strategic Marketing
Planning Department and General Manager of Tokyo
BranchDirector and Vice President in charge of Information
June 2011
System and Strategic Marketing Planning
June 2013
Vice President and Representative Director
Apr. 2016
President and Representative Director
Apr. 2019
Chairman and Representative Director (current position)(Significant concurrent positions outside the Company)
Chairman and Representative Director of KOEKISHA CO., LTD.
Chairman and Representative Director of Life Forward CO., LTD.

Number of theCompany
shares owned

112,300[Reasons for nomination as candidate for Director]
Mr. Yuichi Noro, a candidate for Director, has led the management of our group towards the enhancement ofcorporate value as President and Representative Director since April 2016, as Chairman and Representative Director
since April 2019, as Chairman and Representative Director of Life Forward CO., LTD. since April 2020, and as
Chairman and Representative Director of KOEKISHA CO., LTD. since April 2023. The Company requests hiselection in order to utilize his abundant experience and insights in the management of our group.

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No.

Name (date of birth)

Career summary, and position and responsibilities in the Company(significant concurrent positions outside the Company)

Joined Recruit Computer Print Co., Ltd. (now Recruit Co.,Ltd.)
Apr. 1999
Joined the Company
Oct. 2003
Assistant Manager of Osaka Sales Department
Apr. 2005
Executive Officer
Director in charge of subsidiaries and associates
June 2006(KOEKISHA CO., LTD., SOU-SEN CORPORATION)Managing Director in charge of subsidiaries andJune 2007
associates (KOEKISHA CO., LTD., SOU-SENCORPORATION)
Senior Managing Director in charge of Procurement
June
2009
Satoshi Harishima
Administrative Department and Project Management(September 25, 1962)
Director and Vice President in charge of Human
June 2011
Resources and Procurement
Vice President and Representative Director in charge ofJune 2013
Internal Control and ComplianceApr. 2015
Vice President and Representative Director
Apr. 2019
President and Representative Director (current position)(Significant concurrent positions outside the Company)
President and Representative Director of KOEKISHA CO., LTD.
Chairman and Director of EXCEL SUPPORT SERVICE CO., LTD.
Director of SOU-SEN CORPORATION

Number of theCompany
shares owned

Apr. 1987

2

368,100[Reasons for nomination as candidate for Director]
Mr. Satoshi Harishima, a candidate for Director, has been contributing to the promotion of our group’s management
and sales strategies as Vice President and Representative Director since June 2013, as President and Representative
Director of the major subsidiary KOEKISHA CO., LTD. since April 2016, and as President and Representative
Director of the Company since April 2019. The Company requests his election in order to utilize his abundant
experience and insights in the management of our group.

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No.

Name (date of birth)

Career summary, and position and responsibilities in the Company(significant concurrent positions outside the Company)

Number of theCompany
shares owned

Joined Taisho Marine System Development Company,
Limited (now MS&AD Systems Co., Ltd.)Mar. 1997
Joined American Life Insurance Company
May 2006
Joined the Company
Assistant Manager of Strategic Marketing Planning
Apr. 2008
Department
Executive Officer, Assistant Manager of Strategic
June 2009Marketing Planning Department
Managing Executive Officer, General Manager ofJune 2010
Strategic Marketing Planning Department
Senior Managing Executive Officer, General Manager ofApr. 2016
Information System Division
Director in charge of Information System Division,
June 2017
General Manager of Information System Division
Director in charge of Information System Division,
Apr. 2018
General Manager of Information System Division, andInformation System Department
Director, Senior Managing Executive Officer in charge ofApr. 2019
Information System Department
In charge of Marketing Planning Department, General
Manager of Marketing Planning Department, in charge ofSystem & Operation Department, and General Manager ofSystem & Operation Department
Director, Senior Managing Executive Officer supervising
Apr. 2023
and in charge of Marketing Planning Department, System& Operation Department and Information System
Department, and General Manager of Marketing Planning
Department (current position)(Significant concurrent positions outside the Company)
President and Representative Director of Life Forward CO., LTD.

61,900

Apr. 1988

Yasuko Miyajima(March 5, 1966)

3[Reasons for nomination as candidate for Director]
Ms. Yasuko Miyajima, a candidate for Director, has been in charge of the information system department and themarketing planning department of a subsidiary as Director since June 2017. She has also been in charge of themarketing planning and system & operation departments of the Company as Director and Senior Managing
Executive Officer since April 2019 and has been promoting the Life Ending Support Business as the President andRepresentative Director of Life Forward CO., LTD. since April 2020. The Company requests her election in order toutilize her abundant experience and achievements in the management of our group.

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No.

Name (date of birth)

Career summary, and position and responsibilities in the Company(significant concurrent positions outside the Company)
Apr. 1994
May 1998
Sept. 2000
Apr. 2017
Apr. 2018
Apr. 2019

Yoshiyuki Yokota(March 6, 1972)

4

Joined Gaeart Kumagai Co., Ltd. (now Gaeart Co., Ltd.)
Joined PACIFIC CONSULTANTS CO., LTD.
Joined the Company
General Manager of Accounting Department
General Manager of Human Resources Department
Executive Officer, General Manager of Corporate
Planning Department
Executive Officer in charge of Accounting Department
Apr. 2021(Financial Planning), Human Resources Department(Human Resources Planning), Corporate Planning
Department, and General Manager of Corporate Planning
Department
Director, Executive Officer in charge of Accounting
June 2021
Department (Financial Planning), Human Resources
Department (Human Resources Planning), Corporate
Planning Department, and General Manager of Corporate
Planning Department
Director, Executive Officer supervising General Affairs
Apr. 2023
Department and Human Resources Department,
supervising and in charge of Accounting Department, incharge of Corporate Planning Department, and General
Manager of Corporate Planning Department (current
position)(Significant concurrent positions outside the Company)
Director of Life Forward CO., LTD.
Director of GRAN CEREMO TOKYO CO., LTD.

Number of theCompany
shares owned

21,800[Reasons for nomination as candidate for Director]
Mr. Yoshiyuki Yokota, a candidate for Director, has served as General Manager of the Accounting Department sinceApril 2017, General Manager of the Human Resources Department since April 2018, Executive Officer, General
Manager of the Corporate Planning Department since April 2019, as well as concurrently Director of Life Forward
CO., LTD. since April 2020. Since April 2021, he has been in charge of the Company’s Accounting Department(Financial Planning), Human Resources Department (Human Resources Planning), and Corporate Planning
Department as Executive Officer. He is also serving as Director of GRAN CEREMO TOKYO CO., LTD., a joint
venture newly established in April 2022. The Company requests his election in order to utilize his abundant
experience and achievements in the management of our group.

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No.

Name (date of birth)

Career summary, and position and responsibilities in the Company(significant concurrent positions outside the Company)
Apr. 1981
Oct. 2013
Dec. 2014

Kaoru Yokomise
Apr. 2018(November 19, 1957)
Oct. 2019
June 2021
5

June 2022

Joined Kao Soap Co., Ltd. (now Kao Corporation)
General Manager of Sustainability Promotion Department,
Corporate Communications Division
General Manager of Indirect Material Department,
Procurement Division
Joined the Consumer Affairs Agency
Assistant Director for Policy Planning to Director of the
Cabinet OfficeOutside Director (Audit and Supervisory Committee
Member) of Matsuda Sangyo Co., Ltd.
Outside Director of the Company (current position)

Number of theCompany
shares owned

0[Reasons for nomination as candidate for outside Director and overview of expected roles]
Ms. Kaoru Yokomise, a candidate for outside Director, promoted ESG management at a major detergent
manufacturer and has practical experience in the field of consumer administration. We nominated her for election
because we believe that her deep knowledge and abundant experience will be useful in the management of theCompany. In addition, if the candidate is elected, the Company plans for her to be involved in selecting candidates
for the Company’s officers and determining remuneration, etc. of officers from an objective and neutral standpoint
as a member of the Nomination Committee and a member of the Remuneration Committee.
Ms. Kaoru Yokomise does not have past experience of involvement in company management other than as an
outside Director; however, for the abovementioned reasons, we judge that she is able to execute her duties as outside
Director appropriately.

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No.

Name (date of birth)

Career summary, and position and responsibilities in the Company(significant concurrent positions outside the Company)
Apr. 1977
Oct. 2000
Apr. 2001

Norio Tomono(June 24, 1954)

June 2007
Jan. 2012
Feb. 20136

Sept. 2017
Aug. 2019
June 2023

Joined Chiyoda Life Insurance Company (now The
Gibraltar Life Insurance Co., Ltd.)
General Manager of the Trustee’s OfficeDirector, General Manager of Profit Center of AIG StarLife Insurance Co., Ltd.
President and Representative Director
Director and Deputy Chairman of The Gibraltar Life
Insurance Co., Ltd.
President and COO of AIG Fuji Life Insurance Company,
Ltd.
President and CEO of FWD Fuji Life Insurance
Company, Ltd. (now FWD Life Insurance Company, Ltd.)
President, CEO and Country Manager
Outside Director of the Company (current position)

Number of theCompany
shares owned

0[Reasons for nomination as candidate for outside Director and overview of expected roles]
Mr. Norio Tomono, a candidate for outside Director, successively served as President of life insurance companies.
We nominated him for election because we believe that his high level of insight and abundant experience as amanager will be particularly useful in the management of the Company. In addition, if the candidate is elected, theCompany plans for him to be involved in selecting candidates for the Company’s officers and determining
remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination Committee
and a member of the Remuneration Committee.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Kaoru Yokomise and Norio Tomono are candidates for outside Director.
3. The name of Yasuko Miyajima, a candidate for Director, in the family register is Yasuko Izawa.
4. Matters concerning Kaoru Yokomise, a candidate for outside Director, are as follows:(1) She is currently an outside Director of the Company, and her term of office as an outside Director will be twoyears at the conclusion of this General Meeting of Shareholders.
(2) The Company has registered her as an independent Director in accordance with the provisions of the Tokyo
Stock Exchange and will continue to register her as an independent Director in the event that this proposal isapproved and she assumes the office of outside Director.
5. Matters concerning Norio Tomono, a candidate for outside Director, are as follows:(1) He is currently an outside Director of the Company, and his term of office as an outside Director will be one year
at the conclusion of this General Meeting of Shareholders.
(2) The Company has registered him as an independent Director in accordance with the provisions of the Tokyo
Stock Exchange and will continue to register him as an independent Director in the event that this proposal isapproved and he assumes the office of outside Director.
6. Limited liability agreement with outside Directors
The Company has entered into an agreement with Kaoru Yokomise and Norio Tomono, pursuant to Article 427,
Paragraph 1 of the Companies Act, to limit their liability for damages under Article 423, Paragraph 1 of the sameact. If the reappointment of Kaoru Yokomise and Norio Tomono is approved, the Company intends to continue theagreement.
The overview of the limited liability agreement is as follows.
In the event that a Director causes damage to the Company by neglecting his/her duties, if he/she does so without
knowledge and is not grossly negligent in performing his/her duties, he/she shall be liable to the Company fordamages up to ¥1 million or the minimum liability amount provided for in Article 425, Paragraph 1 of theCompanies Act, whichever is higher, and shall be excused for damages in excess thereof.
7. Directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company that includes all the officers (Directors, Audit &Supervisory Board Members, Executive Officers and other important employees under the Companies Act) of theCompany and its subsidiaries as the insured. The Company plans to renew the insurance policy with the same terms
in November 2024. If the election of each candidate in this proposal is approved and they assume office as Directors,
they will continue to be insured by this policy.
The overview of the directors and officers liability insurance policy is as follows.
This insurance policy covers the losses and such costs of the insured as related litigation expenses incurred fromclaims for damages arising from acts (including nonfeasance) carried out by the insured as officers or persons of acertain position in the Company, and the full amounts of premiums for all who are insured are borne by theCompany.

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