This document has been translated from part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 1879
June 7, 2022
To Shareholders with Voting Rights:
Katsushi Takami
Representative Director andPresident
SHINNIHON CORPORATION
1-4-3 Hibino, Mihama-ku,
Chiba-shi, Chiba Prefecture, JapanNOTICE OF
THE 58TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 58th Annual General Meeting of Shareholders of SHINNIHONCORPORATION (the “Company”) will be held as described below.
As you can exercise your voting rights in writing, we ask that you review the attached Reference
Materials for the General Meeting of Shareholders, indicate your votes for or against each of the
proposals using the enclosed Voting Rights Exercise Form, and submit it by mail so that it can reach us
no later than 5:30 p.m. on Tuesday, June 28, 2022.
In order to prevent the spread of COVID-19, we request that shareholders refrain from attending themeeting whenever possible, and exercise their voting rights in advance by mail.
1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time
(Reception opens at 9:30 a.m.)

2. Place:

Meeting room on 12th floor, Shinnihon Building
1-4-3 Hibino, Mihama-ku, Chiba-shi, Chiba Prefecture, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 58th Fiscal Year (April 1, 2021–March 31, 2022) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 58th Fiscal
Year (April 1, 2021–March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Retirement Benefits for a Retiring Director
Proposal 4:-1-◎ We ask that shareholders attending the meeting in person take into consideration the state of the
COVID-19 pandemic and their own health as of the date of the General Meeting of Shareholders, andthat they take measures to prevent the infection of COVID-19, such as wearing a mask. Please bringthe enclosed Voting Rights Exercise Form with you and submit it at the reception desk.
◎ Our executives attending the meeting and the operating staff will wear masks. We may take othermeasures to prevent the spread of COVID-19 (which include requesting that shareholders use alcohol
sanitizer while at the site, restricting access of persons with fevers, coughs, or other symptoms,
ejecting persons with said symptoms, etc.). We would appreciate your cooperation.
◎ Please be aware that in order to reduce the risk of infection through physical contact, attendees will not
be presented with gifts.
◎ In the event that future conditions cause significant changes in the operation of the General Meeting of
Shareholders, or if there are any revisions to the Reference Materials for the General Meeting of
Shareholders, by the day before the General Meeting of Shareholders, we will issue notice in writingby mail or on our website (http://www.shinnihon-c.co.jp/).

-2-

Reference Materials for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of Surplus

We propose to appropriate surplus as below.
1. Matters concerning year-end dividends
Considering the need to pay stable dividends and our business results for the fiscal year underreview, we propose to increase year-end dividends as indicated below.
(1) Matters concerning dividends paid to shareholders on dividend property and total amount ofdividends¥12 per share of common stock of the Company
Total: ¥701,518,608* The annual dividend for the fiscal year under review, including the interim dividend,
will be ¥21 per share.
(2) Effective date of dividends of surplus
June 30, 2022
2. Matters concerning other appropriation of surplus
To ensure sound business development and improve our financial strength in view of the futurebusiness environment, we also propose to appropriate surplus as below.
(1) Item and amount of surplus to decrease
Retained earnings brought forward:¥10,000,000,000(2) Item and amount of surplus to increase
General reserve:¥10,000,000,000-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The proviso of Article 1 of the supplementary provisions of the “Act Partially Amending theCompanies Act” (Act No. 70 of 2019) stipulates systems for electronically providing information
contained in the reference materials for general meetings of shareholders. The provision stipulating
systems for electronic provision of reference materials for the general meetings of shareholders will
come into effect on September 1, 2022. Accordingly, the Company proposes to add provisions forelectronically providing information contained in the reference materials for general meetings ofshareholders to its Articles of Incorporation and provisions for allowing the Company to limit thescope of information to be contained in printed documents to be sent to shareholders who haverequested it.
The current provisions regarding the internet disclosure and deemed provision of referencematerials for general meetings of shareholders will no longer be necessary, so they will be removed,and supplemental provisions regarding the effective date of these changes, etc., will be added.
2. Reasons of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
Article 15
The Company may, when convening ageneral meeting of shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the reference materials for thegeneral meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

-4-(Amended parts are underlined.)
Proposed Amendments(Deleted)

Current Articles of Incorporation

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 15
The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the referencematerials for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

(Newly established)(Supplementary provisions)
1. The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and theestablishment of the proposed Article 15(Measures for Electronic Provision, Etc.)
shall come into effect on September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of the current
Articles of Incorporation shall remain inforce with respect to a general meeting ofshareholders to be held on a date up to theend of February 2023.
3. These supplementary provisions shall bedeleted on March 1, 2023 or after the lapseof three months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

(Newly established)-5-

Proposal 3:

Election of Nine (9) Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all thirteen (13)Directors will expire. Accordingly, the Company proposes to elect nine (9) Directors, including two (2)new Directors.
In order to achieve sustainable growth and medium- to long-term improvements in corporate value,
the Company has decided to dramatically change the composition of the Board of Directors so that it canbetter focus on decision-making and supervision of management.
Through this revision, the Company will strengthen the Board’s management supervision functions
and accelerate its decision-making.
The Company, therefore, requests reducing the number of Inside Directors by five (5) to a total ofsix (6) Directors and electing three (3) Outside Directors, including two (2) new Outside Directors. The
total number of Directors will be nine (9). If this proposal is approved as proposed, the Company will
designate three (3) of the Directors as Independent Directors as stipulated by the Tokyo Stock Exchange,
and Independent Directors will account for at least one-third of its Directors.
The candidates for Director are as follows.
No.

Current positions and responsibilities
at the Company

Name

1

Kazuo Kanetsuna[Reappointment]

Chairman and Director

2

Katsushi Takami[Reappointment]

Representative Director, President and Chief
Executive Officer

3

Masayuki Suzuki[Reappointment]

Director, Vice President and Executive Officer
Senior General Manager, Construction Headquarters
and General Manager, Production Management
Headquarters

4

Junichi Mikami[Reappointment]

Director, Senior Managing Executive Officer
General Manager, Construction Headquarters

5

Naeki Takahashi[Reappointment]

Director, Managing Executive Officer
General Manager, Management Headquarters andGeneral Manager, Corporate Planning Office[Reappointment]

Director, Managing Executive Officer
General Manager, Real Estate Development
Department, Development Business Headquarters
and General Manager, Yokohama Branch

6

Yasuhito Kanetsuna

7

Shinji Takahashi

8

Tatsuya Suzuki

9Koji Oshima[Reappointment][Outside]
Director[Independent][New appointment][Outside][Independent][New appointment][Outside][Independent]

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1964
February 1969

Kazuo Kanetsuna(Match 28, 1940)
1

June 2013
April 2019
June 20192

Established Kanetsuna Komuten LLC
Representative Director and President
Reorganized Kanetsuna Komuten LLC into a jointstock corporation
Appointed Representative Director and President(the Company was renamed SHINNIHONCORPORATION in April 1972.)
Representative Director, Chairman and Executive
Officer, the Company
Director
Chairman and Director (to present)

Number ofshares of theCompany held

16

[Reason for nomination as a candidate for Director]
As the founder of the Company, Mr. Kazuo Kanetsuna has been involved in the management of the Company
for many years. We believe that he can use his experience to supervise the management of the Company. We,
therefore, nominate him as a candidate for Director.
April 1989
Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
April 2003
Joined the Company
April 2004
General Manager, Management Headquarters
June 2004
Director
June 2007
Managing Director
April 2008
Managing Director, Deputy General Manager,
Construction Sales Headquarters
June 2009
Representative Director and Vice President
Katsushi Takami
200,000
April
2010
Representative Director and Vice President,(November 21, 1964)
General Manager, Construction Sales Headquarters
June 2013
Representative Director, President and Chief
Executive Officer (to present)[Significant concurrent positions]Representative Director and President, SHINNIHON COMMUNITYCORPORATION
Representative Director and President, SHINNIHON FUDOSAN
CORPORATION
Representative Director and Chairman, KEN KEN Co., Ltd.
[Reason for nomination as a candidate for Director]
Serving as President to steer the Company, Mr. Katsushi Takami is well versed in its businesses. We, therefore,
nominate him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
November 1976
April 1996

3

4

Number ofshares of theCompany held

Joined the Company
General Manager, Construction Department I,
Construction Headquarters
June 1999
Director
June 2005
Managing Director, General Manager, Technology
Headquarters
April 2009Managing Director, Senior General Manager,
Construction Headquarters
Masayuki Suzuki
12,336
September 2012 Managing Director, General Manager, Production(October 11, 1955)
Management Headquarters
June 2013
Director, Senior Managing Executive Officer,
General Manager, Production Management
Headquarters
June 2018
Director, Vice President and Executive Officer,
Senior General Manager, Construction
Headquarters and General Manager, Production
Management Headquarters (to present)[Reason for nomination as a candidate for Director]
Having been involved primarily in Construction divisions and purchasing divisions since joining the Company,
Mr. Masayuki Suzuki is well versed in its businesses. We, therefore, nominate him as a candidate for Director.
April 1979
Joined the Company
April 2005
Executive General Manager, Construction
Department V, Construction Headquarters
June 2005
Director
April 2009
Director, Deputy General Manager, Construction
Headquarters
April 2011
Director, Senior Deputy General Manager,
Junichi Mikami
10,000Construction
Headquarters(August 22, 1955)
April 2012
Director, General Manager, Construction
Headquarters
June 2013
Director, Managing Executive Officer, General
Manager, Construction Headquarters
June 2018
Director, Senior Managing Executive Officer,
General Manager, Construction Headquarters (topresent)[Reason for nomination as a candidate for Director]
Having been involved primarily in Construction divisions since joining the Company, Mr. Junichi Mikami iswell versed in its businesses. We, therefore, nominate him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1991

5

6

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
June 2006
Joined the Company
June 2008
Executive Officer, General Manager, Corporate
Planning Office
Naeki Takahashi
June 2010
Director, General Manager, Management
2,700(October 29, 1966)
Headquarters and General Manager, Corporate
Planning Office
June 2013
Director, Executive Officer
June 2014
Director, Managing Executive Officer, General
Manager, Management Headquarters and General
Manager, Corporate Planning Office (to present)[Reason for nomination as a candidate for Director]
Having been involved primarily in management divisions since joining the Company, Mr. Naeki Takahashi iswell versed in its businesses. We, therefore, nominate him as a candidate for Director.
September 2004 Joined Nissho Iwai Real Estate Corporation(currently Sojitz Corporation)
April 2007
Joined the Company
April 2015
Executive Officer, General Manager, Real Estate
Development Department, Development Business
Headquarters
June 2018
Director, Executive Officer, General Manager,
Yasuhito Kanetsuna
Real Estate Development Department,
464(September 22, 1975)
Development Business Headquarters
June 2021
Director, Managing Executive Officer, General
Manager, Real Estate Development Department,
Development Business Headquarters
October 2021
Director, Managing Executive Officer, General
Manager, Real Estate Development Department,
Development Business Headquarters and General
Manager, Yokohama Branch (to present)[Reason for nomination as a candidate for Director]
Having been involved primarily in development divisions since joining the Company, Mr. Yasuhito Kanetsuna
is well versed in its businesses. We, therefore, nominate him as a candidate for Director.
April 1999
Registered as an attorney
Joined Shibadaimon Law Firm (to present)
Shinji Takahashi
June 2015
Director, the Company (to present)(June 30, 1972)—
Outside Director

7[Significant concurrent position]
Attorney, Shibadaimon Law Firm

[Reason for nomination as a candidate for Outside Director and expected roles]
We nominate Mr. Shinji Takahashi as a candidate for Outside Director, expecting him to draw on his expert
knowledge and experience as an attorney to supervise management of the Company and contribute to theenhancement of corporate governance by providing advice regarding management as a whole. Although he has
never been directly involved in corporate management except serving as Outside Director, he has extensive
experience and specialized knowledge as an attorney and can provide accurate instruction and advice from an
objective standpoint. We, therefore, consider that he can perform the duties of an Outside Director
appropriately.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2005

Tatsuya Suzuki(August 1, 1955)

April 2008
April 2010

New appointment
Outside Director
89April 2011
April 2013
July 2014
March 2022

Employed by Chiba City
Chief, Planning Division, Planning and
Coordination Bureau, Chiba City
Assistant Director-General, Planning and
Coordination Bureau
Assistant Director-General, Urban Development
BureauDirector-General, Urban Development Bureau
Director-General, Comprehensive Policy Bureau
Deputy Mayor
Retired as Deputy Mayor

Number ofshares of theCompany held—

[Reason for nomination as a candidate for Outside Director and expected roles]
We nominate Mr. Tatsuya Suzuki as a candidate for Outside Director, expecting him to draw on the extensive
knowledge and experience that he has acquired through his many years of involvement in the administration of
Chiba City to supervise management of the Company and contribute to the enhancement of corporate
governance by providing advice regarding management as a whole. Although he has never been directly
involved in corporate management, he has extensive experience and specialized knowledge acquired throughhis many years of involvement in the administration of Chiba City and can provide accurate instruction andadvice from an objective standpoint. We, therefore, consider that he can perform the duties of an Outside
Director appropriately.
October 1998
Joined Asahi & Co. (currently KPMG AZSA LLC)
January 2005
Seconded to the Securities and Exchange
Surveillance Commission, Financial Services
Agency with a limited term of two years
May 2016
Partner, KPMG AZSA LLC
Koji Oshima
July 2021
Representative Partner, Oshima Tax and(May 12, 1974)
Consulting (to present)
July 2021
Representative, Koji Oshima CPA Firm (to—present)
New appointment
July 2021
Representative Director, OBR Corporation (toOutside Director
present)[Significant concurrent positions]Representative Partner, Oshima Tax and Consulting
Representative, Koji Oshima CPA Firm
Representative Director, OBR Corporation[Reason for nomination as a candidate for Outside Director and expected roles]
We nominate Mr. Koji Oshima as a candidate for Outside Director, expecting him to draw on his experience asa member of the Securities and Exchange Surveillance Commission and his expert knowledge and experience
as a certified public accountant and certified public tax accountant to supervise management of the Company
and contribute to the enhancement of corporate governance by providing advice regarding management as awhole.

- 10 -

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Mr. Shinji Takahashi, Mr. Tatsuya Suzuki, and Mr. Koji Oshima are candidates for Outside
Director. The Company plans to register them as Independent Directors as defined by the
Tokyo Stock Exchange.
3. Mr. Shinji Takahashi will have served as Outside Director for seven (7) years at theconclusion of this Annual General Meeting of Shareholders.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has
concluded agreements with all Outside Directors to limit their liability stipulated in Article
423, Paragraph 1 of the Act. If the reappointment of Mr. Shinji Takahashi is approved, theCompany will extend the liability limitation agreement with him. If the appointment of Mr.
Tatsuya Suzuki and/or Mr. Koji Oshima is approved, the Company will conclude similar
liability limitation agreements with them. The contents of these agreements will be as statedbelow.
 If a Director is held liable for damages to the Company as a result of negligence of his
duties, his liability shall be limited to the minimum liability amount stipulated in Article
425, Paragraph 1 of the Companies Act.
 The above limitation of liability shall only apply if the Director performs his duties thatcause the liability in good faith and with no gross negligence.
5. The Company has concluded a directors and officers liability insurance contract, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. The contract
covers legal damages and litigation expenses incurred by the insured person. All candidates
for Director will be insured under the contract. The Company plans to renew the contract
with the same contents at the next renewal.

- 11 -

<Reference> Major areas of expertise and experience
No.

Name

Corporate
Technology
management

Accounting/ Legal/
Risk
Finance Compliance management

Sales

Marketing

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

1

Kazuo Kanetsuna〇

2

Katsushi Takami〇

3

Masayuki Suzuki

〇

〇

〇

〇

〇

4

Junichi Mikami

〇

〇

〇

〇

〇

5

Naeki Takahashi

〇

〇

〇

6

Yasuhito Kanetsuna

〇

〇

〇

7

Shinji Takahashi

〇

〇

8

Tatsuya Suzuki

〇

〇

9

Koji Oshima

〇

〇

〇

〇
〇

〇

〇

〇
〇

〇

* The table above does not indicate all capability, areas of knowledge, or areas of experience of the candidates.

- 12 -

Proposal 4:

Retirement Benefits for a Retiring Director

In reward for the service rendered by Mr. Mitsuo Imai, who retired as Director on July 31, 2021, theCompany proposes to pay him retirement benefits in accordance with its criteria. The amount of theretirement benefits is to be within the scope set forth in said criteria. The Company requests that the
specific amount of the retirement benefits, the timing of payment, the method to pay the benefits, andother matters be left to the discretion of the Board of Directors. The retirement benefits for the retired
Directors were decided in accordance with the policy for deciding on remuneration for Directors decided
on by the Board of Directors, as stated in page 9 of this notice of convocation (available in Japaneseonly), and the contents of these retirement benefits are appropriate.
The career summary of the retired Director is as follows.
Name

Mitsuo Imai

June 2001
June 2005
June 2013
July 2021

Career summary
Director, the Company
Managing Director
Director, Senior Managing Executive Officer
Resigned as Director, Senior Managing Executive
Officer- 13 -