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.

Securities Code: 7059
June 4, 2024
(Start date of measures for electronic provision: May 30, 2024)
To our shareholders:
Kosuke Kiyokawa,
Chief Executive Officer
COPRO-HOLDINGS. Co., Ltd.
3-28-12 Meieki, Nakamura-ku, Nagoya-City, Aichi
Prefecture

Notice of the 18th Annual General Meeting of Shareholders
We are pleased to announce the 18th Annual General Meeting of Shareholders of COPRO-HOLDINGS. Co., Ltd.
(the “Company”), which will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing informationthat constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation as “Notice of the 18th Annual General Meeting of Shareholders” on the Company’s website. Please
access the Company’s website by using the Internet address shown below to review the information.
The Company’s website: https://www.copro-h.co.jp/ir/stockbond/meeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s website, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information fromthe latter website, access the TSE website (Listed Company Search) by using the Internet address shown below,
enter the issue name (company name) or securities code, and click “Search,” and then click “Basic information”
and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Instead of attending the meeting, you may exercise your voting rights in writing (via postal mail) or via theInternet. To do so, please review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights in accordance with the attached “Guidance for Exercising Voting Rights (inJapanese only),” by no later than 6:00 p.m. on Thursday, June 20, 2024 (JST).
1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)2. Venue:
Meeting room in the conference hall, Dai Nagoya Building, 5th Floor
3-28-12 Meieki, Nakamura-ku, Nagoya-City, Aichi Prefecture
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 18th period (April 1, 2023 to March 31,2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Auditors
2. Non-consolidated Financial Statements for the 18th period (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Five Directors
4. Decisions for Convocation of the Meeting(1) In the event that you exercise your voting rights in writing (via postal mail), if no indication of approval ordisapproval is made for each proposal, each shall be treated as an indication of approval.

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(2)

In principle, you are to check items subject to measures for electronic provision by accessing either of thewebsites mentioned above, and we have decided to deliver paper-based documents stating the items only
to shareholders who request the delivery of paper-based documents by the record date. However, for thisGeneral Meeting of Shareholders, we have delivered paper-based documents stating the items subject tomeasures for electronic provision to all shareholders, regardless of whether or not they have requested
them. Among the items subject to measures for electronic provision, in accordance with the provisions oflaws and regulations and the Articles of Incorporation of the Company, the following items are notprovided in the paper-based documents delivered to shareholders.
1) Notes to the Consolidated Financial Statements; 2) Notes to the Non-consolidated Financial Statements.
The Auditors and the Accounting Auditor have audited the documents subject to audit, including theitems above.

-When attending the meeting, please submit the Voting Rights Exercise 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 the items
before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.

-2-Information for the Live Streaming of the 18th Annual General Meeting of Shareholders
The General Meeting of Shareholders is going to be live streamed via the Internet on the day of the meeting forshareholders to view at home.
To access the live stream of the meeting, please use the Engagement Portal online shareholders’ meeting website.
*This website will be available to the public from the time you receive this Notice to June 21, 2024.
1. Date and Time of the Live Stream of the Meeting
From 10:00 a.m. on Friday, June 21, 2024 (JST) to the end of the meeting* The viewing screen will become accessible about 30 minutes before the start time on the day of the meeting.
* We will notify you on the Company’s website, etc. if we are unable to conduct the live streaming due tounavoidable circumstances.
2. How to Log In to the Engagement Portal Online Shareholders’ Meeting Website
Please refer to the back of the Voting Rights Exercise Form sent out with this Notice and log in using one of thefollowing methods depending on the terminal you use.
*If you have lost the Voting Rights Exercise Form, you can request a re-issuance of the form by referring to[Inquiries about this website] shown on page 4 of this Notice. However, please note that we may not be able toreissue it depending on the timing of your request, for example, if your request is received about less than one
week prior to the date of the meeting.
(1) By scanning QR code (for smartphones, tablets, etc.)
Scan the QR code printed on the back of the Voting Rights Exercise Form with your smartphone or otherdevice.
In this way, you do not need to enter your login ID or password.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
(2) By using an individual login ID and password (for computers, etc.)
1)

Access the following URL and enter the login ID and password shown on the back of the Voting Rights
Exercise Form.
URL https://engagement-portal.tr.mufg.jp/ (in Japanese)2)
3)

Read the terms of use and tick the box of I agree to the terms of use.
Click on the login button.

3. How to Watch the Live Stream of the Meeting:After logging in to Engagement Portal, the website for online shareholders’ meetings, follow the instruction
below.
* You may test your viewing environment from this website in advance, so please take advantage of this service.
1)
2)

Click the Watch Live on the Day button on the screen after logging in.
Read the terms of use with regard to the watching of the live stream of the meeting, then tick the box of I
agree to the terms of use, and click the Watch button.

[Notes regarding the participation via the Internet]-Watching the live stream via the Internet is not considered attendance at the General Meeting of Shareholders under the Companies
Act. For this reason, shareholders will not be able to ask questions, exercise their voting rights, or submit motions via the Internet
as they may at the General Meeting of Shareholders.
- To exercise your voting rights, please note the deadline for exercise and either send the Voting Rights Exercise Form by postal mail,submit your vote via the Internet as explained elsewhere in this notice, or attend the meeting by proxy, conferring authority ofrepresentation thereto by a letter of proxy or other means.

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--In consideration of the privacy of the shareholders in attendance, filming at the venue will be limited to the area around thechairperson’s and officers’ seats, but there may be unavoidable cases where shareholders in attendance may be filmed. Please
understand this in advance.
Please note that participation in the General Meeting of Shareholders via the Internet is limited to the shareholders themselves, andproxy participation is not permitted.
Please note that video and audio problems may occur depending on the terminal used (depending on the model, performance, etc.)
or the Internet communication environment (connection status, communication speed, etc.).
Secondary use of the live-streamed video of this General Meeting of Shareholders, such as publication on social media, is strictly
prohibited.
Communication costs and other charges for viewing the live stream will be borne by each shareholder.

Recommended system requirements:
The following are recommended system requirements for the Engagement Portal online shareholders’ meetingwebsite.
PCWindowsOS

Browser*Latest version of each

Windows 10or later
Google Chrome,
Microsoft Edge(Chromium)

Macintosh
MacOS X 10.13(High Sierra)or later
Safari,
Google Chrome

Mobile device
iPhoneAndroid

iPadOS 14.0
or later

iOS 14.0 or later

Android 9.0 or later

Safari

Safari

Google Chrome

iPad(Even in the above environment, the system may not work properly depending on the communication environmentor terminal.)[Inquiries about this website]
Phone number: 0120-676-808 (toll free; in Japan only)
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division(Weekdays from 9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays, national holidays, etc.; on the day of theGeneral Meeting of Shareholders, from 9:00 a.m. to the end of the meeting)-4-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company recognizes return to shareholders as a top priority management issue and returns profits throughdividends in principal. Our basic policy is to maintain stable dividends, responding to profit growth that is achievedby proactive investment, without a reduction in dividends during the period for the medium-term management plan
“COPRO Group Build the Future 2027” (from the fiscal year ended March 31, 2023 to the fiscal year ending
March 31, 2027), with a target dividend payout ratio of 50% or more on a consolidated basis.
As we project further earnings growth in the next fiscal year, and are making solid progress toward exceeding theperformance targets of the medium-term management plan, we have decided to pay a commemorative dividend of
5 yen per share as part of the year-end dividend for the fiscal year ended March 31, 2024, to commemorate the 5thanniversary of our listing on March 19, 2024, and to express our gratitude to all of our shareholders for their
ongoing support. Therefore, together with an ordinary dividend of 30 yen per share, the Company proposes to pay
year-end dividends for the fiscal year as shown below.
Although the annual dividends cannot be simply calculated due to the two-for-one stock split implemented on
October 1, 2023, as a reference value based on the number of shares after the stock split, the annual dividends will
be 50 yen per share, an increase of 25 yen per share compared to the previous fiscal year.
1)
2)

3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount35 yen per share of the Company’s common shares
Total dividends: 667,915,850 yen
Effective date of dividends of surplus
June 24, 2024

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Proposal No. 2:

Election of Five Directors

The terms of office of all five Directors will expire at the conclusion of this meeting.
Regarding the director system, the Board of Directors is composed of human resources with the abundantexperience, deep knowledge, and high level of expertise required by the Company, and candidates for director are
determined by the Board of Directors upon passing through the review and reporting of theNomination/Remuneration Committee, which is objective and has independence from the management team.
Therefore, the Company proposes the election of five Directors, including two outside Directors.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1998
May 1999
Sept. 1999
Apr. 2000
Apr. 2001
May 2004
May 2006
Oct. 2006

Kosuke Kiyokawa(October 16, 1977)
May 2015
Reelection
1
Apr. 2020
Apr. 2021
Apr. 2021
Oct. 2021

Joined Kenso Kogyo co.ltd.
Joined Nikko CSS Co., Ltd. (currently
TechnoPro Construction, Inc.)
Nagoya Sales Office Manager
Osaka Sales Office Manager
Shinjuku Sales Office Manager
President
President, Crystal Staff Co., Ltd.
Established Trusty Crew Co., Ltd. (currentlythe Company)
Chief Executive Officer, the Company (topresent)
President, COPRO-ENGINEERD. Co., Ltd.
(new split company, currently COPROCONSTRUCTION. Co., Ltd.) (to present)
President, COPRO GLOBALS PTE. LTD.
(overseas local subsidiary)
Director, ATMOS Co., LTD. (currently COPROTECHNOLOGY. Co., Ltd.) (to present)
President, COPRO VIETNAM Co., LTD.
(overseas local subsidiary) (to present)
President, VALUE ARK CONSULTING Co.,
LTD. (absorbed and merged, currently COPROTECHNOLOGY. Co., Ltd.)

Number of theCompany’s shares
owned

10,828,790 shares

Reasons for nomination as candidate for Director
Kosuke Kiyokawa has served as Chief Executive Officer since the Company’s founding in October 2006, and throughits listing, etc. he has driven an increase in awareness of the Company and growth in business performance. He
possesses extensive knowledge and experience as a manager, and is an appropriate person to contribute to thesustainable growth of the Company. For this reason, the Company proposes his reelection as Director.

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CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyApr. 2001
Dec. 2001
May 2006
Nov. 2006

Kazumi Ogai
(September 1, 1980)
Reelection
2

Apr. 2008
July 2011
Aug. 2013
May 2015

Nov. 2016
June 2018
June 2021
July 2021
Apr. 2024

Joined Impress Corporation
Joined Nikko CSS Co., Ltd. (currently
TechnoPro Construction, Inc.)
Joined Say There Co., Ltd.
Nagoya branch manager
Joined Trusty Crew Co., Ltd. (currently theCompany)
Construction Division Manager
Nagoya branch manager
Osaka branch manager
DirectorDirector, COPRO-ENGINEERD. Co., Ltd.
(new split company, currently COPROCONSTRUCTION. Co., Ltd.)
Director and General Manager of BusinessHeadquarters, the Company
Executive Director and General Manager ofBusiness Headquarters
Managing Director
Director, ATMOS Co., LTD. (currently COPROTECHNOLOGY. Co., Ltd.) (to present)
Managing Director and General Manager of
Administration Headquarters, the Company (topresent)
Director, COPRO CONSTRUCTION. Co., Ltd.
(to present)

Number of theCompany’s shares
owned

46,320 shares

Reasons for nomination as candidate for Director
Kazumi Ogai is an appropriate person to contribute to the sustainable growth of the Company, including his trackrecord as manager of sales departments, his demonstration of strong leadership in all operations, his promotion ofbusiness strategy as Director of consolidated subsidiary ATMOS Co., LTD. (currently COPRO TECHNOLOGY. Co.,Ltd.) from July 2021, and his overseeing of the Company’s administrative departments from April 2024. For thisreason, the Company proposes his reelection as Director.

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CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 2006
Mar. 2008
Feb. 2011
May 2013
Jan. 2016

Yusuke Koshikawa(October 15, 1985)

June 2016
Nov. 2016

Reelection
3Mar. 2017

Apr. 2020
Apr. 20214

Joined Style Factory KABES Co., Ltd.
Joined Trusty Crew Co., Ltd. (currently theCompany)
Nagoya branch manager
Tokyo metropolitan area manager
General Manager of Recruitment StrategyHeadquarters, COPRO-ENGINEERD. Co.,
Ltd. (new split company, currently COPROCONSTRUCTION. Co., Ltd.)
Executive Officer and Manager of Recruitment
Strategy Headquarters, the Company
Executive Officer and General Manager ofRecruitment Strategy Headquarters
Director and General Manager of Recruitment
Strategy Headquarters
Director, COPRO-ENGINEERD. Co., Ltd.
Director and General Manager of Human
Resources Strategy Headquarters, the Company
Director (to present)
Director and General Manager of Sales
Headquarters, COPRO-ENGINEERD. Co.,
Ltd. (to present)

Number of theCompany’s shares
owned

106,868 shares

Reasons for nomination as candidate for Director
Yusuke Koshikawa has overseen sales departments of consolidated subsidiary COPRO-ENGINEERD. Co., Ltd.
(currently COPRO CONSTRUCTION. Co., Ltd.) since April 2021, in addition to promoting recruitment strategies asDirector since March 2017 after having been appointed person in charge of sales departments, and is an appropriate
person to contribute to the sustainable growth of the Company. For this reason, the Company proposes his reelection asDirector.
Apr. 1984
Joined Automobile Nippon Newspaper Co.,Ltd.
Apr. 1987
Joined Logistics Industry Newspaper Co., Ltd.
Apr. 1989
Joined CORE Co., Ltd.
July 1994
Registered as a labor and social security
attorney
Norio Hayama
Established HAYAMA Social Insurance Labor(July 8, 1959)
and Social Security Attorney Office (currently– shares
Labor and Social Insurance Corporation
Reelection
HAYAMA Office)OutsideHead of office (to present)
Independent
Apr. 2007
Specified Social Insurance Labor Consultant
Nov. 2014
Outside Auditor, TOUMEI Co., LTD. (topresent)
Aug. 2016
Outside Auditor, SharingTechnology Inc.
June 2018
Outside Director, the Company (to present)
Reasons for nomination as candidate for outside Director and summary of expected roles
Norio Hayama is qualified as a Specified Social Insurance Labor Consultant, and in order for him to provide advice on
the Company’s management from an expert perspective, mainly based on his expertise and extensive achievements inlabor relations, the Company proposes his reelection as outside Director. In addition, should he be appointed, it isexpected that he will be involved in the selection of candidate officers of the Company and the determination of officer
remuneration, etc., from an independent perspective as a member of the Nomination/Remuneration Committee. Norio
Hayama has never been involved in the management of a company except as an outside officer. However, the Company
judges he will appropriately fulfill his duties as an outside Director based on the above reasons.

-8-Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the CompanyApr. 1980

5Notes:Number of theCompany’s shares
ownedJoined Toyota Motor Sales Co., LTD. (currentlyToyota Motor Corporation)
Sept. 2001
Project Manager, Organization for Small &Medium Enterprises and Regional Innovation,
JAPAN
Sept. 2003
President, T-Hands On Investment. Inc (toMasashi Fujimakipresent)(April 3, 1955)
Dec. 2005
Outside Director, Nextage Co., Ltd.
May 2006
Outside Director, inb Planning Co., ltd.
200,000 shares
Reelection
Jan. 2007
Outside Auditor, oh Niwa ya Co., Ltd.
OutsideOutside Auditor, D-e Tech Corporation
IndependentAug. 2007
Outside Auditor, M2soft Japan Co., Ltd.
Nov. 2007
Outside Director, Binos Corporation
Jan. 2009
Outside Director, Pitmedia Marketings, Inc.
June 2013
Outside Director, Mortgage Service Japan
Limited.
June 2020
Outside Director, the Company (to present)
Reasons for nomination as candidate for outside Director and summary of expected roles
Masashi Fujimaki has extensive achievements and insight as a company manager, and in order for him to provide
advice on matters such as management decisions within the Company and the supervision of the execution of businessbased on his experience, the Company proposes his reelection as outside Director. In addition, should he be appointed,
it is expected that he will be involved in the selection of candidate officers of the Company and the determination ofofficer remuneration, etc., from an independent perspective as a member of the Nomination/Remuneration Committee.
1. There is no special interest between any of the candidates and the Company.
2. The number of shares owned by each candidate is the number of shares as of the end of the current fiscal year (March 31,2024).
3. The number of shares owned by Kosuke Kiyokawa includes the number of shares owned by RITAMEKO. Co., Ltd., his
asset management company.
4. Kosuke Kiyokawa is a parent company, etc. as defined in Article 2, item (iv)-2 of the Companies Act.
5. Norio Hayama and Masashi Fujimaki are candidates for outside Directors.
6. Norio Hayama and Masashi Fujimaki are currently outside Directors of the Company, and at the conclusion of thismeeting, their tenure as outside Director will have been six years and four years respectively.
7. The Company has reported Norio Hayama and Masashi Fujimaki as independent officers to the Tokyo Stock Exchange
and the Nagoya Stock Exchange, as specified by both exchanges, and if they are reelected as Directors, the Company
intends to continue to report them as independent officers.
8. The Company has concluded an agreement with Norio Hayama and Masashi Fujimaki to limit their liability for damages
specified in Article 423, paragraph (1) of the Companies Act, as stipulated in Article 427, paragraph (1) of theCompanies Act. The limit on liability for damages under the agreement is the minimum amount of liability specified inArticle 425, paragraph (1) of the Companies Act. If they are reelected as Directors, the Company intends to continue thisagreement.
9. The Company has concluded a directors and officers liability insurance policy as provided for in Article 430-3,paragraph (1) of the Companies Act with an insurance company. The legal compensation for damages and litigation
expenses of covered parties, including the Directors of the Company, will be covered by this insurance policy. If thecandidates are elected as Directors, they will be included in the persons covered by the insurance contract. The
Company intends to renew this insurance policy with the same content at the time of the next renewal.

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(Reference)
Expertise and Experience of Candidates for Director (Skills Matrix)
The skills (insight and experience) available to the Board of Directors if Proposal No. 2 is approved and adopted
shall be as shown below.
Key Insight and Experience in Group Management
Position

Name

Affiliation

CorporateManagement

●

Sales

Recruitmentand Human
ResourcesDevelopment

M&A,PMI

●

●

●

Chief
Executive
Officer

Kosuke Kiyokawa

Managing
Director

Kazumi Ogai●●

Director

Yusuke Koshikawa●●

Director

Norio Hayama

OutsideIndependent●

Director

Masashi Fujimaki

OutsideIndependent●- 10 -

Compliance,
Risk
Management,
Finance

●

●

●

●

Sustainability(ESG)●●●