This document has been translated from the Japanese original for reference purposes only. In the event ofany 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.

Securities code: 9274
June 7, 2024
(Start Date of Electronic Provision Measures: June 5, 2024)
To Shareholders with Voting Rights:
Madoka Tanabe
Representative Director of the Board
Chairman & Chief Executive Officer
KPP GROUP HOLDINGS CO., LTD.
6-24 Akashi-cho, Chuo-ku, TokyoNOTICE OF
THE 150TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 150th Annual General Meeting of Shareholders of KPP GROUPHOLDINGS CO., LTD. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company takes electronic provision measuresand has posted the matters subject to electronic provision on the following website on the Internet. Please
access the websites below to view the information.
The Company’s website
https://www.kpp-gr.com/ja/ir/stock/meeting.html
In addition to the Company’s website, the Company also has posted the matters subject to electronic
provision on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed
Company Search) below, enter “KPP GROUP HOLDINGS” in the issue name (company name) field or“9274” in the securities code field, and click “Search,” and then click “Basic information” and select“Documents for public inspection/PR information” and “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” to view the information.
The TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting in person, you can exercise your voting rights in writing (by mail)or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders
posted in the matters subject to electronic provision, and exercise your voting rights by 5:15 p.m. on
Wednesday, June 26, 2024, in accordance with the guidance below.

-1-1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
1-10-7 Kyobashi, Chuo-ku, Tokyo
11th Floor, AP Yaesu, KPP Yaesu Building

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements for theCompany’s 150th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 150th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:[Company proposals]
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Seven (7) Directors of the Board (Excluding Directors of theBoard Serving as Members of the Audit and Supervisory Committee)
Proposal 3:
Election of One (1) Substitute Director of the Board Serving as a Member ofthe Audit and Supervisory Committee[Shareholder proposal]
Proposal 4:
Appropriation of Surplus
*

*
*

*
*

Of the matters subject to electronic provision, the following matters are not included in the
documents delivered to shareholders who have requested such delivery, in accordance with laws,
regulations, and the Company’s Articles of Incorporation.
1) [Business Report]
 Overview of the Resolutions on the Establishment of Systems to Ensure the Properness of
Operations
 Overview of the Operation of Systems to Ensure the Properness of Operations
2) [Consolidated Financial Statements]
 Consolidated Statement of Changes in Equity
 Notes to Consolidated Financial Statements3) [Non-consolidated Financial Statements]
 Non-consolidated Statement of Changes in Equity
 Notes to Non-consolidated Financial Statements
The Accounting Auditor and the Audit and Supervisory Committee have audited the documents
subject to audit, including the above matters.
Regarding any voting right exercise form without indicating approval or disapproval, it will betreated as an approval vote for Company proposals and a disapproval vote for shareholder
proposals.
Treatment of the multiple exercise of voting rights
1) If voting rights are exercised both through post and online, the votes cast online will bedeemed valid2) If voting rights are exercised multiple times online, the most recent votes cast will be deemedvalid
Any revisions made to the matters subject to electronic provision will be posted on the
Company’s website and the website of the Tokyo Stock Exchange, together with the matters
before and after revision.
Care will be taken for shareholders’ privacy when filming the venue for the live broadcast, andonly the images presented on the screen and the area around the Directors’ seats will be filmed.
However, it may be unavoidable that some shareholders are shown in the frame, and we request
your understanding regarding this matter.

Guidance on Use of Platform for Electronic Exercise of Voting Rights (To institutional investors)
Institutional investors may use the platform for the electronic exercise of voting rights operated by ICJ,
Inc. to exercise their voting rights electronically.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Matters for Reference[Company Proposal (Proposal 1 to Proposal 3)]
Proposal 1:

Appropriation of Surplus

Regarding the appropriation of surplus, we would like to propose the following.

Matters concerning the year-end dividend

We position the return of profits to shareholders as a key issue for management, and make it ourbasic policy to continue stable dividends and increase corporate competitiveness and shareholder value
through the expansion and effective use of internal reserves. We will pay progressive dividends(maintaining or increasing the amounts of dividends) while securing the funds needed to pursue
inorganic growth through strategic M&A activities and the improvement of the Company’s financial
condition, which are objectives under the Third Medium-term Business Plan.
Under this policy, we would like to propose the year-end dividend for the 150th fiscal year of ¥11
per share as follows.
As we paid an interim dividend of ¥11 per share, the annual dividend for the 150th fiscal year willbe ¥22 per share, an increase of ¥2 per share from the previous fiscal year.
Type of dividend property
CashMatters concerning the allotment of dividend property and the total amount thereof¥11 per share of common stock of the Company
Total amount: ¥772,687,124
Date on which the dividend of surplus will become effective
June 28, 2024

-3-

Proposal 2:

Election of Seven (7) Directors of the Board (Excluding Directors of the Board Serving
as Members of the Audit and Supervisory Committee)

The terms of office of all six (6) Directors of the Board (excluding Directors of the Board serving as
Members of the Audit and Supervisory Committee) will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the election of seven (7) Directors of the Board is proposed, including two(2) Outside Directors of the Board. This represents an increase of one (1) Director of the Board to address
the globalization of management and changes in the business environment.
With respect to this proposal, the Audit and Supervisory Committee of the Company has judged that allof the candidates for Director of the Board are qualified.
The candidates for Director of the Board are as follows:

No.

1

Name

Current positions andresponsibilities at theCompany

GenderAge

Attendanceat the Boardof Directors
meetings

Madoka Tanabe

Representative Director of
the Board
Chairman & Chief Executive
Officer

Male

75

16/16
100%

2

Yasuyuki Sakata

3

Tadashi Kurihara

4

Director of the Board, Vice
President[Reappointment]

11/11
100%

Male

66

Male

68

16/16
100%

[Reappointment]

David Martin

Male

60

—

[New appointment]

5

Hervé Poncin

Male

60

—

[New appointment]

6

Tatsushi Yano

Director of the Board

Male

73

16/16
100%

7

Mina Ito

Director of the Board

Female

57

16/16
100%

Responsible for Corporate
Administration
Representative Director of
the Board
President(Sinceappointment
in June 2023)[Reappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent](Notes) 1. The candidates’ current positions and responsibilities at the Company are shown as of the dateof the preparation of this notice.
2. The candidates’ ages are shown as of the date of this General Meeting of Shareholders.
3. The candidates’ attendance at the Board of Directors meetings is for the fiscal year ended
March 31, 2024.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1971
June 2004
May 2006
June 2006
June 2008
April 2009

April 2012

June 2012

Madoka Tanabe(March 19, 1949)
1

January 2013[20 years in office][Reappointment]

April 2013

June 2013
June 2015
June 2020
October 2022

Joined former Daido Yoshiten Ltd.
Director of the Board, General Manager ofBusiness Creation Sales Div. of the Company
Chairman, Kokusai Pulp & Paper (China) Co., Ltd.
(retired from the position in April 2013)
Managing Director of the Board, General Manager
of Business Creation Sales Div. and Head of Asia
Office of the Company
Senior Managing Director of the Board, General
Manager of Business Creation Sales Div.,
supervising RISANET Sales Div. of the Company
Senior Managing Director of the Board,
supervising Corporate Planning Div., Business
Creation Sales Div., RISANET Sales Div. and
New Business Establishment Preparation Office of
the Company
Senior Managing Director of the Board,
supervising Corporate Planning Div., Business
Creation Sales Div., Development Sales Dept. and
RISANET Sales Dept. of the Company
Representative Director of the Board, Vice
President, Assistant to President, supervising
Development Sales Dept. and RISANET Sales
Dept. of the Company
Representative Director of the Board, Vice
President, Assistant to President, overseeing Paper
Raw Material Business Div. and supervising
Development Sales Dept. of the Company
Representative Director of the Board, Vice
President, Assistant to President, overseeing Paper
Raw Material Business Div., and supervising
Overseas Business Div. and Development Sales
Div. of the Company
Representative Director of the Board, President of
the Company
Representative Director of the Board, President &Chief Executive Officer of the Company
Representative Director of the Board, Chairman &Chief Executive Officer of the Company (topresent)
Director of the Board, Chairman, KOKUSAI
PULP&PAPER CO., LTD. (to present)

Number ofshares of theCompany held

70,000[Significant concurrent positions]
Director of the Board, Chairman, KOKUSAI PULP&PAPER CO.,LTD.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Madoka Tanabe has been involved in the overall management of the Company as Representative Director of
the Board since June 2012, and has extensive experience as an executive. He has promoted medium- and longterm strategy with his strong leadership, and decision-making skills, leading the Group, including in the global
expansion of its business. To achieve a sustained enhancement of the Group’s corporate value from a global
perspective, we have determined that he continues to be qualified to serve as a Director of the Board, and werequest his reelection.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1982
July 2011
July 2017
April 2020
April 2021
April 2022
April 2023

Yasuyuki Sakata(November 15, 1957)
2[1 year in office][Reappointment]

June 2023

Joined the Bank of Tokyo, Ltd. (currently MUFG
Bank)Joined Nippon Densan Corporation (currently
Nidec Corporation)
Joined the Company
Executive Officer, Head of Business Strategy
Office of the Company
Senior Executive Officer of the Company
Deputy CEO & CFO, Antalis S.A.S. (retired fromthe position in February 2024)
Managing Executive Officer of the Company
Responsible for Corporate Administration of theCompany
Managing Executive Officer, KOKUSAI
PULP&PAPER CO., LTD.
Director of the Board, Vice President, Responsible
for Corporate Administration of the Company (topresent)
Director of the Board, Vice President & Executive
Officer, KOKUSAI PULP&PAPER CO., LTD. (topresent)

Number ofshares of theCompany held

30,000[Significant concurrent positions]
Director of the Board, Vice President & Executive Officer, KOKUSAI
PULP&PAPER CO., LTD.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Yasuyuki Sakata has held various posts such as Head of Business Strategy Office of the Company and
Deputy CEO & CFO, Antalis S.A.S. and possesses extensive business experience and a proven track recordin M&A as well as management and administration at overseas subsidiaries. He has exercised his strong
leadership and decision-making skills to lead business from a global perspective. To achieve a sustained
enhancement of the Group’s corporate value, we have determined that he continues to be qualified to serve as a
Director of the Board, and we request his reelection.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1979
April 2012
June 2013
April 2014
June 2014
April 2015
June 2015
April 2016
June 2016

Tadashi Kurihara(August 20, 1955)
3

June 2017[10 years in office][Reappointment]

April 2020
June 2020
October 2022

Joined former DaiEi Papers Ltd.
Executive Officer, Deputy Regional Executive
Manager, Nagoya Branch of the Company
Senior Executive Officer, Deputy Regional
Executive Manager, Nagoya Branch of theCompany
Senior Executive Officer, Regional Executive
Manager, Nagoya Branch of the Company
Director of the Board, Managing Executive
Officer, Regional Executive Manager, Nagoya
Branch of the Company
Director of the Board, Managing Executive
Officer, Regional Executive Manager, Chubu
Branch of the Company
Director of the Board, Senior Executive Officer,
Regional Executive Manager, Chubu Branch of theCompany
Director of the Board, Senior Executive Officer,
Head of National Sales Headquarters of theCompany
Director of the Board, Managing Executive
Officer, Head of National Sales Headquarters of
the Company
Representative Director of the Board, Senior
Managing Executive Officer, overseeing Overall
Sales & Marketing and Head of National Sales
Headquarters of the Company
Representative Director of the Board, Senior
Managing Executive Officer, overseeing Overall
Sales & Marketing of the Company
Representative Director of the Board, President &Executive Officer of the Company
Representative Director of the Board, President of
the Company (to present)
Representative Director of the Board, President &Executive Officer, KOKUSAI PULP&PAPER
CO., LTD. (to present)

Number ofshares of theCompany held

30,000[Significant concurrent positions]Representative Director of the Board, President & Executive Officer,
KOKUSAI PULP&PAPER CO., LTD.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Tadashi Kurihara has been involved in the overall management of the Company as Representative Director of
the Board since June 2017, and possesses extensive experience as an executive, leading the Company’s
management with his strong leadership and decision-making skills. He has also demonstrated his abilities inpromoting new business development and the environmental business as Representative Director of the Board,
President & Executive Officer of KOKUSAI PULP&PAPER CO., LTD., one of the Group’s core operatingcompanies. To achieve a sustained enhancement of the Group’s corporate value, we have determined that hecontinues to be qualified to serve as a Director of the Board, and we request his reelection.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
September 1993
January 1997
March 2000
January 2002
May 2005
January 2006

4David Martin(June 18, 1964)

May 2012[New appointment]

July 2016

Market Manager, Avery Dennison
Director, Sales & Marketing-Aust/NZ, Avery
Dennison
Plant Manager, Peachtree City Facility USA,
Avery Dennison
Vice President & General Manager, Premium
Packaging & Pharmaceutical Division, North
America, Avery Dennison
Vice President of Sales, North America, Avery
DennisonVice President & General Manager, Australia &New Zealand, Avery Dennison
Vice President & General Manager ASEAN,
Australia & New Zealand, Avery Dennison
Chief Executive Officer, Spicers Limited (topresent)

Number ofshares of theCompany held—

[Significant concurrent positions]Chief Executive Officer, Spicers Limited[Reasons for nomination as a candidate for Director of the Board]
Mr. David Martin was appointed Chief Executive Officer (CEO) of Spicers Limited in 2016. Since then, he hasdeveloped diverse businesses through initiatives such as uncovering new markets and acquisition opportunities,
while securing the revenue sources in the core commercial print field. He possesses extensive experience at aninternational company in numerous regions and markets, and considering his achievements as an executive, he isexpected to promote globalization, create Group synergies, and boost the diversity and vitality of the Board of
Directors. For these reasons, we have determined that he is qualified to serve as a Director of the Board, and werequest his election.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
September 1986
January 1988
May 1990
May 1992
February 1994
January 1999
January 2000
March 2001

Hervé Poncin(February 26, 1964)
5[New appointment]

June 2002
April 2007
June 2009
June 2017

Renault Automation Germany
Senior Consultant, Arthur Andersen & Cie
Manager, Large Accounts, Apple FranceMarketing
European Marketing Director, Large Accounts BU,Apple Europe
Marketing Director, Arjomari Diffusion
Managing Director, Arjomari Diffusion
Director, Print Services, European BU, Antalis
S.A.S.
Group Marketing and Purchasing Director, Antalis
S.A.S.
Managing Director Western Europe, Antalis S.A.S.
Executive Vice President, Antalis S.A.S.
Chief Operating Officer, Antalis S.A.S.
Chief Executive Officer, Antalis S.A.S. (to present)

Number ofshares of theCompany held—

[Significant concurrent positions]Chief Executive Officer, Antalis S.A.S.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Hervé Poncin served as the Director of Print Services at the Antalis Group’s European business, Group
Marketing and Purchasing Director, and Managing Director of France, Benelux, and Western Europe, before being
appointed Executive Vice President of Antalis in 2007, Chief Operating Officer in June 2009, and Chief Executive
Officer in June 2017. The Antalis Group’s businesses span a broad scope, focused on Europe and the Americas.
As Chief Executive Officer of the Antalis Group, Mr. Hervé Poncin has a track record of actively driving thetransformation of the business portfolio while securing revenue in the commercial print field, and he is expected
to promote globalization, create Group synergies, and boost the diversity and vitality of the Board of Directors.
For these reasons, we have determined that he is qualified to serve as a Director of the Board, and we request hiselection.

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1974
June 2003
April 2006
June 2006
June 2010
June 2012

Tatsushi Yano
(June 21, 1951)
6[5 years in office][Reappointment][Outside][Independent]

June 2016
June 2018
June 2019
November 2019

Joined Tomen Corporation
Executive Officer, General Manager of North
America, Tomen Corporation
Director, Sanyo Chemical Industries, Ltd.
Director and Executive Officer, Sanyo Chemical
Industries, Ltd.
Director and Managing Executive Officer, Sanyo
Chemical Industries, Ltd.
Director and Senior Managing Executive Officer,
Sanyo Chemical Industries, Ltd.
Company Advisor, Sanyo Chemical Industries,
Ltd.
Retired from Sanyo Chemical Industries, Ltd.
Outside Director of the Board of the Company (topresent)
Outside Director, MANI, INC. (to present)

Number ofshares of theCompany held—

[Significant concurrent positions]
Outside Director, MANI, INC.

[Reasons for nomination as a candidate for Outside Director of the Board and outline of expected roles]
Mr. Tatsushi Yano has held officer positions along with experience in overseas business for many years at
operating companies (a trading company and a manufacturer), and has abundant experience with M&A, postmerger integration (PMI), business reorganization, and restructuring. At meetings of the Board of Directors, heactively provides advice on all aspects of management from a global perspective. He can be expected to continue
to provide advice on strengthening governance and management and supervise our business execution, therefore,
we request his election as a candidate for Outside Director of the Board.

- 10 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
June 1996
January 2004
January 2020
May 2020
June 2020
June 2021

Mina Ito(March 2, 1967)7[3 years in office][Reappointment][Outside][Independent]

June 2022
April 2024

Joined Baker & McKenzie
Partner, Baker & McKenzie
Special Advisor, Baker & McKenzie (to present)
Established and became CEO of ZENMONDO
Co., Ltd. (to present)
Outside Corporate Auditor, C’BON COSMETICS
Co., Ltd. (to present)
Outside Director of the Board and Member of the
Audit and Supervisory Committee of the Company
Outside Director of the Board of the Company (topresent)
Outside Director, DyDo GROUP HOLDINGS,
INC. (to present)

Number ofshares of theCompany held—

[Significant concurrent positions]
Special Advisor, Baker & McKenzie
CEO, ZENMONDO Co., Ltd.,
Outside Corporate Auditor, C’BON COSMETICS Co., Ltd.
Outside Director, DyDo GROUP HOLDINGS, INC.

[Reasons for nomination as a candidate for Outside Director of the Board and outline of expected roles]
Ms. Mina Ito is well-versed in corporate law in general as an international attorney and has extensive experiencein M&A, global business strategy, and management support. She possesses a track record as a company ownerwith a mission to help solve global social issues and has actively provided advice on overall management from a
global perspective at the Board of Directors meetings. She can be expected to continue to strengthen the Group’s
corporate governance and to utilize her experience etc. in its management, therefore, we request her election as a
candidate for Outside Director of the Board.

- 11 -

Notes: 1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate is the number at the time when
this notice was prepared.
3. The number of years in office is the number of years as of the conclusion of this General Meetingof Shareholders.
4. The total number of years in office as an Outside Director of the Board has been shown for Ms.
Mina Ito, including one year in office as an Outside Director of the Board serving as a Memberof the Audit and Supervisory Committee from June 29, 2021 to June 29, 2022.
5. Pursuant to the provision of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into a limited liability agreement with Mr. Tatsushi Yano and Ms. Mina Ito to limit their
liability prescribed in Article 423, Paragraph 1 of the said Act. Under this agreement, the limit of
their liability for damages is the minimum liability prescribed by Article 425, Paragraph 1 of thesaid Act. The Company will continue the said agreement with them if their reelection is approved.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and theoutline of the said agreement is as described in the Business Report (Japanese only). If thecandidates are elected and assume office as Directors of the Board (excluding Directors of theBoard serving as Members of the Audit and Supervisory Committee), they will be insured under
the said insurance agreement. The Company intends to renew the said insurance agreement under
the same terms at the time of the next renewal.
7. Mr. Tatsushi Yano and Ms. Mina Ito meet the requirements for independent officers provided forby the Tokyo Stock Exchange, and the Company will continue to register them as independent
officers with the said Exchange if their reelection is approved.
8. On March 14, 2024, when Mr. Tatsushi Yano and Ms. Mina Ito, candidates for Outside Directorof the Board, were in office as Outside Directors of the Board, the Company was issued with asurcharge payment order and its consolidated subsidiary KOKUSAI PULP&PAPER CO., LTD.
was issued with a cease and desist order from the Japan Fair Trade Commission regarding a
violation of the Antimonopoly Act in connection with a bid for the Official Gazette Paper orderedby the National Printing Bureau. Neither Mr. Tatsushi Yano nor Ms. Mina Ito were aware of theviolation until it was discovered. They regularly express the need for thorough compliance atmeetings of the Board of Directors, and since the violation came to light, they have fulfilled theirduties by providing advice and expressing opinions on issues including the thoroughinvestigation of causes, the establishment of measures to prevent recurrence, and theimprovement of internal rules.

- 12 -

Proposal 3:

Election of One (1) Substitute Director of the Board Serving as a Member of the Audit
and Supervisory Committee

To prepare for a situation where the number of Directors of the Board serving as Members of the Audit
and Supervisory Committee fails to satisfy the number prescribed by laws and regulations, the election of
one (1) Substitute Director of the Board serving as a Member of the Audit and Supervisory Committee is
proposed.
Mr. Akihiro Hirokawa, a candidate for Substitute Director of the Board serving as a Member of the
Audit and Supervisory Committee, shall assume office if the number of Directors of the Board serving as
Members of the Audit and Supervisory Committee fails to satisfy the number prescribed by laws andregulations, and his term of office shall expire when the term of office of the retiring Director of the Board
serving as a Member of the Audit and Supervisory Committee expires. The resolution on this proposal
shall be effective until the beginning of the next Annual General Meeting of Shareholders.
With respect to this proposal, the Audit and Supervisory Committee has given its approval.
The candidate for Substitute Director of the Board serving as a Member of the Audit and Supervisory
Committee is as follows:
Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1968
July 2000
July 2002

Akihiro Hirokawa(May 1, 1949)(75 years old)

July 2005
July 2006[Male]
July 2007
July 2008
September 2009
June 2012

Co-ordination Division, Management and Coordination Department, Sapporo Regional Taxation
BureauDeputy District Director, in charge of corporation
taxation and liquor tax, Yotsuya Tax OfficeSpecial Examiner, First Large Enterprise
Examination Department, Tokyo Regional
Taxation Bureau
Chief Litigation Officer, First Large Enterprise
Examination Department, Tokyo Regional
Taxation Bureau
Chief Director, Third Large Enterprise
Examination Department, Tokyo Regional
Taxation Bureau
Deputy Assistant Regional Commissioner, Third
Large Enterprise Examination Department, Tokyo
Regional Taxation Bureau
District Director, Kanda Tax Office
Established and became director of certified tax
accountant office (to present)
Outside Corporate Auditor, ADVAN GROUP CO.,LTD. (retirement planned in June 2024)

Number ofshares of theCompany held—

[Significant concurrent positions]
Director, Hirokawa Certified Tax Accountant Office[Reasons for nomination as a candidate for Substitute Outside Director of the Board serving as a Member of the
Audit and Supervisory Committee and outline of expected roles]
Mr. Akihiro Hirokawa is a certified tax accountant and is well-versed in accounting and taxation because of his
experience as a special examiner, etc. He can be expected to utilize his abundant experience in the audit structureof the Company. Therefore, we propose his appointment as a Substitute Outside Director of the Board serving as
a Member of the Audit and Supervisory Committee.

- 13 -

Notes: 1. The Company has entered into an advisory agreement with the Hirokawa Certified Tax
Accountant Office represented by the candidate, however, the annual consulting fee paid by
the Company to the Office is less than ¥10 million, and the Company has determined that it
does not affect his independence, based on the Company’s “Criteria for Determining theIndependence of Outside Directors of the Board.”
2. If Mr. Akihiro Hirokawa assumes the office of Director of the Board serving as a Member ofthe Audit and Supervisory Committee, the Company will enter into a limited liability
agreement with him to limit his liability prescribed in Article 423, Paragraph 1 of theCompanies Act, pursuant to the provision of Article 427, Paragraph 1 of the said Act. The
maximum amount of liability for damages pursuant to the agreement shall be the minimum
amount set forth in Article 425, Paragraph 1 of the said Act
3. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and theoutline of the said agreement is as described in the Business Report (Japanese only). If Mr.
Akihiro Hirokawa is elected as a Substitute Director of the Board serving as a Member of the
Audit and Supervisory Committee and assumes office as a Member of the Audit andSupervisory Committee, he will be insured under the said insurance agreement. The Company
intends to renew the said insurance agreement under the same terms at the time of the next
renewal.
4. Although Mr. Akihiro Hirokawa has not been involved in corporate management other thanby serving as an outside director or outside corporate auditor in the past, we have determinedthat he can be expected to adequately perform his duties as an Outside Director of the Board
as described in “Reasons for nomination as a candidate for Substitute Outside Director of theBoard serving as a Member of the Audit and Supervisory Committee and outline of expectedroles.”
5. Mr. Akihiro Hirokawa meets the requirements for independent officers provided for by the
Tokyo Stock Exchange, and the Company will register him as an independent officer with thesaid Exchange if he assumes office as a Director of the Board serving as a Member of the Audit
and Supervisory Committee.

- 14 -

Reference: Composition of the Board of Directors after this Annual General Meeting of Shareholders

Knowledge, experience, and expertise of Directors of the Board
Name

Madoka Tanabe

Yasuyuki Sakata

GenderPositions andresponsibilities

Representative
Director of the Board
Male
Chairman & Chief
Executive Officer
Representative
Director of the Board
Male
President & Chief
Operating Officer

Corporate
management

Internationality

Businessstrategy

●

●

●

●

●

●

Tadashi Kurihara Male Director of the Board●

David Martin

Male Director of the Board●

Hervé Poncin

Male Director of the Board

Tatsushi Yano
Mina Ito

Yuzo Tomita

Shoko Kataoka

Keigo Omi

Outside Director of
the Board
Outside Director of
Femalethe Board
Director of the Board
Member of the Audit
Maleand Supervisory
Committee
Outside Director of
the Board
Female Member of the Audit
and Supervisory
Committee
Outside Director of
the Board
Male Member of the Audit
and Supervisory
Committee
Male

Finance/
AccountingLegalaffairs/
Riskmanagement

ESG/
Sustainability

IT/
Digital●Human
Resources/
Labor

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

* This skills matrix does not represent all of the knowledge, experience, and expertise of each Director of the Board.

- 15 -

Reference: The Company has established its own “Criteria for Determining theIndependence of Outside Directors of the Board.”[Criteria for Determining the Independence of Outside Directors of the Board]
If an Outside Director of the Board of the Company or a candidate for such a position does not
fall under any of the following items, the Company determines that he/she has sufficient
independence.
1. A related party of the GroupA business executor (Note 1) of the Group (Note 2)
A non-executive Director of the Board or Auditor of the Group
2. A related party of a business partner
A business partner of the Group whose amount of transactions with the Group in the mostrecent fiscal year exceeds 2% of the Company’s annual consolidated net sales, or a businessexecutor thereof
A party whose business partner is the Group whose amount of transactions with the Groupin the most recent fiscal year exceeds 2% of that party’s annual consolidated net sales, or abusiness executor thereof
A major lender (Note 3) of the Group or a business executor thereof
3. A related party who receives donations or assistance from the GroupA business executor of an entity that receives donations or assistance from the Groupexceeding ¥10 million per year in the most recent fiscal year
4. A shareholder relationshipA current major shareholder of the Company (who owns 10% or more of the Company’s
voting rights) or a business executor thereof
5. An outside professional
A certified public accountant who is the Accounting Auditor of the Group, or a partner or
employee of the auditing firm that conducts accounting audits of the GroupA certified public accountant, attorney, tax accountant or other consultant who does not fallunder 1. above and who receives more than ¥10 million per year in cash or other financial
benefits from the Group other than officers’ compensation
A party who belongs to an auditing firm, law office, tax accountant corporation, consulting
firm or other professional advisory firm that receives a payment from the Group exceeding
2% of its annual consolidated net sales
6. A party who fell under the items above in the past
A party who fell under item 1. above at least once in the past
A party who fell under any of the items 2. through 5. above at any point in the past threeyears
7. A relative
A spouse or a relative within the second degree of kinship of a party (limited to an importantparty (Note 4)) listed in 1. through 6. above(Note 1) A business executor refers to an executive director, executive officer, generalmanager, or other employee.
(Note 2) The Group refers to the Company and its subsidiaries.
(Note 3) A major lender refers to a principal lender listed in the notice of a general meetingof shareholders of the Company.
(Note 4) An important party refers to a director, auditor, executive officer and employee ator above the position of general manager, or their equivalent.

- 16 -

Reference: Policy on cross-shareholdings and their reduction
The Company’s basic policy on cross-shareholdings is to sell these shareholdings in an appropriate
and timely manner, taking into account the market environment and share price trends. However,each year, the Board of Directors conducts a quantitative verification of whether the dividends
and associated revenues received from each shareholding exceed the cost of capital (WACC), fromquantitative perspectives such as return/risk-based economic rationality and profitability, with aconsideration of the cost of capital, as well as qualitative perspectives such as the maintenanceand enhancement of smooth and favorable business relationships with the investee companies andtheir group companies. The Company maintains shareholdings found to be reasonable based on
this verification.
During the fiscal year ended March 31, 2024, the Company reduced the number of its crossshareholdings by one, achieving a reduction for the fifth consecutive fiscal year. Including thisshareholding, the Company sold a total of approximately ¥1,100 million in cross-held shares.
However, the balance sheet carrying amount increased by approximately ¥4,900 million due tothe effect of a rise in share prices, and the ratio of cross-shareholdings to consolidated net assets
increased year on year to 24.0%.
The Company will continue to verify its cross-shareholdings and engage in reducing them.

Listed shares held for purposes other than pure investment (year-end)

Number of cross-shareholdings
Balance sheet carrying amount(million yen) (1)Consolidated net assets(million yen) (2)Ratio (%) (1) ÷ (2)FY2018FY2019FY2020

FY2021

FY2022

FY2023

54

49

45

43

42

41

18,06814,19114,80813,89814,754

19,66850,22547,27743,581

56,37467,80881,900

36.0

30.0

34.0

24.7

21.8

24.0

- 17 -

[Shareholder Proposal]
Proposal 4 has been submitted by a single shareholder.
The Company’s Board of Directors opposes this proposal for the reasons described below.
Proposal 4:

Appropriation of Surplus

1. Title of the proposal
Appropriation of Surplus
2. Details of the proposal(1)

Type of dividend property
Cash

(2)

Matters concerning the allotment of dividend property and the total amount thereof
It is proposed to pay a dividend per common share equal to ¥10,500 million minus the sum of
the total dividend proposed by the Board of Directors under its proposal for the appropriation of
surplus, as passed by the 150th Annual General Meeting of Shareholders, ¥805 million, which is
the total amount of the interim dividend for the fiscal year ended March 31, 2024, and ¥2,072
million, which is the total amount of the share repurchases implemented from November 15,
2023 to March 31, 2024, then divided by the number of shares eligible for dividends as of thevoting rights record date for the Company’s 150th Annual General Meeting of Shareholders.
If the profit attributable to owners of parent for the fiscal year ended March 31, 2024
(hereinafter referred to as the “Profit Result”) differs from ¥10,500 million, the figure of ¥10,500
million above shall be replaced with the Profit Result.
The total amount of the dividend shall be equal to the dividend per common share multipliedby the number of shares eligible for dividends as of the voting rights record date for theCompany’s 150th Annual General Meeting of Shareholders.

(3)

Date on which the dividend of surplus will become effective
The day following the date of convocation of the Company’s 150th Annual General Meeting of
Shareholders.

This proposal is submitted independently and in addition to any proposal for the appropriation of surplus
submitted by the Company’s Board of Directors to the 150th Annual General Meeting of Shareholders.
3. Reason for the proposal
This proposal is intended to bring the total payout ratio [Total Payout Ratio: 100×(dividends paid +expenditure for the repurchase of shares)÷profit] to 100%.
On March 31, 2023, the Tokyo Stock Exchange issued a notice regarding “Action on Cost of CapitalConscious Management and Other Requests” (hereinafter referred to as the “Notice”). The Tokyo Stock
Exchange presented its view that “a PBR below 1 is one indication that the company has not achieved
profitability that exceeds its cost of capital, or that investors are not seeing enough growth potential,” andrequested listed companies to actively implement “actions that can be considered important for achieving
management that is conscious of cost of capital and stock price.”
After the Notice was issued, the Company also declared (at the financial results briefing for the fiscal
year ended March 31, 2023, held on June 7, 2023) that it would aim for a PBR above 1. However, theCompany’s PBR as of March 31, 2024 is 0.79,* lower than the PBR of 0.85 on March 31, 2023, when
the Notice was issued. Over that period, the Nikkei 225 index rose 44.0% from 28,041 yen to 40,369 yen,providing an optimal environment for improving PBR. The Company nonetheless experienced a criticaldecline in PBR, necessitating urgent and radical countermeasures to prevent any further destruction ofshareholder value.

- 18 -

As PBR is an indicator calculated by dividing share price by book value per share (hereinafterreferred to as “BPS”), it must be improved by either raising the share price or reducing BPS. Given thefact that PBR declined despite an optimal environment for raising the share price, it is not realistic toattempt to improve PBR by raising the share price alone. It is also vital to reduce BPS. In fact, during theperiod described above, the decline in PBR was attributable to a 20.6% increase in BPS from 783.65 yen
to 944.75 yen, despite a 10.7% rise in the Company’s share price from 670 yen to 742 yen. In this context,
maintaining the current level of shareholder returns will only lead to the accumulation of net assets, afurther decrease in the already-low PBR, and the continuing destruction of shareholder value.
Meanwhile, under its Third Medium-term Business Plan, the Company targets the improvement offinancial health through the accumulation of internal reserves (an equity ratio of 25.0% or more by thefiscal year ending March 31, 2025), and some resistance to the idea of reducing net assets isunderstandable.
Considering these circumstances, it is proposed to aim for a total payout ratio of 100% as a temporary
measure until the PBR is brought back above 1. In recent years, several companies have adopted thetemporary measure of increasing the total payout ratio to 100%, and the share prices of these companies
have risen significantly. Even if it does not actually reduce net assets, the implementation of this proposal
is expected to improve PBR by preventing the further accumulation of net assets and boosting the shareprice in the context of high shareholder returns.
*The PBR shown above is calculated using BPS as of the end of the previous fiscal year (March 31,2023). It should be noted that PBR calculated using BPS as of the end of the most recent fiscal quarter(December 31, 2023) is 0.68, representing a further decline.
[Note from the Company: The proposal above has been reproduced verbatim from the document submitted
by the shareholder.]- 19 -

Opinion of the Company’s Board of Directors:
The Company’s Board of Directors opposes this proposal.
Reason for opposing the proposal:
We have consistently explained the Company’s basic policy to boost corporate competitiveness andshareholder value through dividends and flexible share buybacks, to enhance shareholder returns andcapital efficiency while securing the funds needed to pursue inorganic growth through strategic M&A
activities and the improvement of the Company’s financial condition, which are objectives under the Third
Medium-term Business Plan.
The policy we have announced to aim for a PBR exceeding 1 is based on the belief that sustainable growthis the way to raise the share price and achieve these objectives. The Company achieves revenue exceeding
the cost of capital, an objective highlighted by the Tokyo Stock Exchange, and we perceive the lack of a
sufficient rise in the share price as a message from the market that we must continue to invest in growth.
There is therefore no change in our policy to allocate cash to investment in growth, next fiscal year andbeyond. We will also push ahead with the repayment of interest-bearing liabilities and the accumulation ofinternal reserves to ensure financial soundness.
We continue to increase the amounts of dividends paid as shareholder returns, which have risen from ¥10
per share in the fiscal year ended March 31, 2021, to ¥14 per share, ¥20 per share, and ¥22 per share(planned) in the fiscal years ended March 31, 2022, 2023, and 2024, respectively. For the fiscal year ending
March 31, 2025, we plan to add a special dividend of ¥5 per share, to celebrate the 100th anniversary of
the Company’s founding, for total dividends of ¥28 per share. In the fiscal year ended March 31, 2024, we
implemented share buybacks (3,000,000 shares, equivalent to 4.2% of the total number of issued shares,
excluding treasury shares) which, together with dividends, amounted to a total payout ratio of 34.4%.
In this way, our policy is to allocate retained earnings towards investment in growth and human resources
to enhance the Company’s corporate value, as well as ensuring financial soundness and distributing
dividends. We consider that all of these are vital for medium- and long-term growth.
We therefore believe that this proposal, which targets a total payout ratio of 100%, is incompatible with
the Company’s policy on shareholder returns and will not help to achieve the Company’s aim of enhancing
corporate value in the medium to long term.
For this reason, the Company’s Board of Directors opposes the proposal.

- 20 -