March 26, 2024
For Immediate Release
Company name: SEPTENI HOLDINGS CO., LTD.
Representative: Representative Director, Group President and Chief Executive Officer
Koki Sato(TSE Standard Code: 4293)

Notice of Partial Withdrawal of Agenda Item at the 33rd Ordinary General Meeting of Shareholders
SEPTENI HOLDINGS CO., LTD. (the “Company”) hereby announces that it has decided, at the meeting of the Boardof Directors held today, to partially withdraw and change “Agenda Item No.3: Election of Nine Directors” to be proposedat the 33rd Ordinary General Meeting of Shareholders (“this General Meeting of Shareholders”) to be held on March 27,2024 as described below.

1. Reason for the Change
Mr. Yusuke Asakura, a candidate for outside director (candidate number 4), offered to resign from the position ofcandidate for outside director due to his personal reasons. The Company has decided to withdraw a part of the “Agenda
Item No. 3: Election of Nine Directors” to be proposed at this General Meeting of Shareholders and change the content.

2. Details of the Change(1) The cover of the Convocation Notice<Before the change>
Agenda Item No. 3: Election of Nine Directors<After the change>
Agenda Item No. 3: Election of Eight Directors(2) Page 2 of the Convocation Notice, Matters to be resolved<Before the change>
Agenda Item No. 3: Election of Nine Directors<After the change>
Agenda Item No. 3: Election of Eight Directors(3) Page 5 to 14 of the Convocation Notice<Before the change>
Agenda Item No. 3: Election of Nine Directors
At the conclusion of this General Meeting of Shareholders, all seven directors will retire due to the expiration of theirrespective terms of office.
In that regard, the Company hereby proposes the election of nine directors, including six outside directors, increasing
the number of directors by two (including one outside director), to further enhance the corporate governance.
To establish a higher level of corporate governance, maintain sustainable growth, and enhance corporate value overthe medium- to long-term, the Company delegates as much of the decision-making and execution relating to businessexecution as possible to Group Executive Officers, and so the board of directors can perform thorough oversight of thebusiness execution of the Group Executive Officers.
The oversight function of management is continually strengthening under our board of directors whose composition
comprises a majority of outside directors.

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The Company nominates candidates for director based on a strong sense of ethics and responsibility, and theextensive knowledge and experience, as well as character, required for the Company’s management decision-making, or
the track record and insight required to enhance the oversight function of management.
In nominating candidates for director, based on the above policy, the candidates are nominated at a meeting of theboard of directors, following deliberation by the Nomination and Remuneration Advisory Committee, composed only ofoutside directors and the Group President and Chief Executive Officer.
The candidates are as follows:
Candidate No.

NameCurrent position at the Company

1

Yuichi Kouno

Group Senior Executive Officer

2

Yusuke Shimizu

Group Senior Executive Officer

3

Etsuko Okajima

Outside director

4

Yusuke Asakura

Outside director

5

Yoshiki Ishikawa

Outside director

6

Akie Iriyama

Outside director

7

Mio Takaoka

Outside director

8

Makoto Shiono

New candidate

9

Tadashi Kitahara

New candidate(Notes)
1. The name of Ms. Etsuko Okajima in the family register is Etsuko Mino.
2. Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama, Ms. Mio Takaoka, and Mr.
Makoto Shiono are candidates for outside directors.
3. Mr. Yusuke Asakura is a Founding Partner of Animal Spirits Ltd., and the Company has invested in Animal Spirits
No. 1 Investment Business Limited Partnership, which is operated by Animal Spirits No. 1 Limited Liability
Partnership, of which Animal Spirits Ltd. is a partner, as an unlimited liability partner. The amount of the investment isless than 0.09% of the total assets of the Company as of the end of the fiscal year under review.
4. Apart from what is mentioned in 3. above, there are no other special relationships between the Company and each ofthe candidates.
5. In Mr. Tadashi Kitahara’s “Profile, position and duties at the Company and Important positions held at othercompanies,” both his current positions and duties and those over the past ten years when he was an executive at theCompany’s parent company, Dentsu Group Inc., and its subsidiaries are also listed.
6. The Company has established “Independence Standards for Outside Officers”(https://www.septeniholdings.co.jp/ir/pdf/isod.pdf) (in Japanese only). There is no information showing any violationsof these standards for candidates Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama,
Ms. Mio Takaoka, or Mr. Makoto Shiono and each candidate is deemed independent.
7. With regard to the inappropriate use of expenses by the Company’s Representative Director (who is scheduled to retire
as Representative Director and Director of the Company at the conclusion of this General Meeting of Shareholders)that was discovered during the current fiscal year while Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki
Ishikawa, Mr. Akie Iriyama, and Ms. Mio Takaoka were serving as outside directors of the Company, the fivecandidates had always been providing advice and recommendations to ensure the appropriateness of the execution ofduties by directors through the board of directors. After the inappropriate use was discovered, the five candidates
recommended and confirmed measures to prevent recurrence through an investigation undertaken by the board ofcompany auditors.
8. The Company has designated Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama andMs. Mio Takaoka as independent officers in accordance with the rules of Tokyo Stock Exchange, Inc., and has
submitted a notice of designation to the Tokyo Stock Exchange. If the proposed reelection of them is approved, theCompany will continue to designate them as independent officers. Furthermore, if the proposed election of Mr.
Makoto Shiono is approved, the Company will designate him as an independent officer in accordance with the rules ofTokyo Stock Exchange, Inc., and will submit a notice of designation to the Tokyo Stock Exchange.

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<After the change>
Agenda Item No. 3: Election of Eight Directors
At the conclusion of this General Meeting of Shareholders, all seven directors will retire due to the expiration of theirrespective terms of office.
In that regard, the Company hereby proposes the election of eight directors, including five outside directors,increasing the number of directors by two (including one outside director), to further enhance the corporate governance.
To establish a higher level of corporate governance, maintain sustainable growth, and enhance corporate value overthe medium- to long-term, the Company delegates as much of the decision-making and execution relating to businessexecution as possible to Group Executive Officers, and so the board of directors can perform thorough oversight of thebusiness execution of the Group Executive Officers.
The oversight function of management is continually strengthening under our board of directors whose composition
comprises a majority of outside directors.
The Company nominates candidates for director based on a strong sense of ethics and responsibility, and theextensive knowledge and experience, as well as character, required for the Company’s management decision-making, orthe track record and insight required to enhance the oversight function of management.
In nominating candidates for director, based on the above policy, the candidates are nominated at a meeting of theboard of directors, following deliberation by the Nomination and Remuneration Advisory Committee, composed only ofoutside directors and the Group President and Chief Executive Officer.
The candidates are as follows:
Candidate No.

Name

Current position at the Company

1

Yuichi Kouno

Group Senior Executive Officer

2

Yusuke Shimizu

Group Senior Executive Officer

3Etsuko Okajima

Outside director

deletedeletedelete

5

Yoshiki Ishikawa

Outside director

6Akie Iriyama

Outside director

7

Mio Takaoka

Outside director

8Makoto Shiono

New candidate

9

Tadashi Kitahara

New candidate(Notes)1. The name of Ms. Etsuko Okajima in the family register is Etsuko Mino.
2. Ms. Etsuko Okajima, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama, Ms. Mio Takaoka, and Mr. Makoto Shiono arecandidates for outside directors.
3. delete
4. There are no other special relationships between the Company and each of the candidates.
5. In Mr. Tadashi Kitahara’s “Profile, position and duties at the Company and Important positions held at othercompanies,” both his current positions and duties and those over the past ten years when he was an executive at theCompany’s parent company, Dentsu Group Inc., and its subsidiaries are also listed.
6. The Company has established “Independence Standards for Outside Officers”(https://www.septeniholdings.co.jp/ir/pdf/isod.pdf) (in Japanese only). There is no information showing any violationsof these standards for candidates Ms. Etsuko Okajima, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama, Ms. Mio Takaoka, orMr. Makoto Shiono and each candidate is deemed independent.

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7. With regard to the inappropriate use of expenses by the Company’s Representative Director (who is scheduled to retire
as Representative Director and Director of the Company at the conclusion of this General Meeting of Shareholders)that was discovered during the current fiscal year while Ms. Etsuko Okajima, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama,and Ms. Mio Takaoka were serving as outside directors of the Company, the four candidates had always been
providing advice and recommendations to ensure the appropriateness of the execution of duties by directors throughthe board of directors. After the inappropriate use was discovered, the four candidates recommended and confirmed
measures to prevent recurrence through an investigation undertaken by the board of company auditors.
8. The Company has designated Ms. Etsuko Okajima, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama and Ms. Mio Takaoka as
independent officers in accordance with the rules of Tokyo Stock Exchange, Inc., and has submitted a notice ofdesignation to the Tokyo Stock Exchange. If the proposed reelection of them is approved, the Company will continue
to designate them as independent officers. Furthermore, if the proposed election of Mr. Makoto Shiono is approved,
the Company will designate him as an independent officer in accordance with the rules of Tokyo Stock Exchange, Inc.,and will submit a notice of designation to the Tokyo Stock Exchange.

*The description of each candidates’ birth date, profile, position and duties, the number of years in office, the numberof attendance to the board of directors meetings and the number of the Company’s common shares held, reasons fornomination as candidate for director, reasons for nomination as candidate for outside director and outline of expectedroles, important positions held at other companies, the candidates’ portraits and Notes 9 to 12 are omitted.

3. Treatment of Exercise of Voting Rights on this Agenda Item
With regard to the exercise of voting rights of this agenda item at this General Meeting of Shareholders, only theexercise of voting rights with respect to eight candidates for directors after the partial withdrawal will be treated as effective.
In addition, with respect to the proxy that the shareholders have already sent, the Company will treat only the exercise ofvoting rights with respect to the eight candidates for directors after the partial withdrawal as effective.
The Convocation Notice has already been printed and shipped, so the notice that will be delivered to shareholders andthat disclosed on the website on February 28, 2024 will be before the modification. Thank you for your understanding.

■Contact Information
IR Department, CEO OfficeE-mail: ir@septeni-holdings.co.jp

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