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: 8715
June 10, 2020
To our shareholders:
Komori Nobuaki
Representative Director
Anicom Holdings, Inc.
8-17-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

Notice of the 20th Annual General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
We would like to inform you that the 20th Annual General Meeting of Shareholders of Anicom Holdings,
Inc. (the “Company”) will be held as indicated below.
If you will not attend the meeting in person, you may exercise your voting rights in writing or via theinternet. Please review the attached Reference Documents for the General Meeting of Shareholders, andindicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company by postal mail, or exercise your voting rights via the website for exercising voting rights
designated by the Company (https://soukai.mizuho-tb.co.jp/), so that your vote is received by 6:00 p.m. on
Wednesday, June 24, 2020 (JST).
1. Date and Time:Thursday, June 25, 2020 at 2:00 p.m. (JST)

2. Venue:

BELLESALLE Shinjuku Grand Conference Center
5th floor, Sumitomo Fudosan Shinjuku Grand Tower
8-17-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

3. Purpose of the Meeting:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the fiscal
year 2019 (from April 1, 2019 to March 31, 2020), and the results of audit of
the Consolidated Financial Statements by the Financial Auditor and the
Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the fiscal year 2019 (from
April 1, 2019 to March 31, 2020)
Matters to be resolved:
Appropriation of Surplus
Proposal No. 1
Election of Seven Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member
Proposal No. 3


Measures in response to COVID-19
For this year’s General Meeting of Shareholders, we encourage shareholders to exercise voting rights
in advance in writing or via the internet instead of attending the meeting in person as much as
possible, to prevent the spread of COVID-19.
We ask for your cooperation if measures to prevent infection are taken at the venue of the General
Meeting of Shareholders.

-If you attend the meeting in person, you are kindly requested to submit the enclosed voting form at the reception.
If any changes are made to items in the Reference Documents for General Meeting of Shareholders, Business
Report, Non-Consolidated Financial Statements or Consolidated Financial Statements, such changes will be posted
immediately on the Company’s website (https://www.anicom.co.jp/)-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority and makes it abasic policy to pay ongoing and stable dividends from a medium to long-term perspective while taking into
account financial soundness and capital efficiency. As a result of a verification based on these factors, theCompany proposes to pay a year-end dividend for the fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of divided property and their aggregate amount¥5 per common share of the Company
The total dividends will be ¥101,090,195(3) Effective date of dividends of surplus
June 26, 2020-2-

Proposal No. 2:

Election of Seven Directors

The terms of office of all four Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
In that regard, the Company proposes to increase the number of Directors by three and elect seven
Directors to further strengthen the management structure.
Furthermore, in regard to the appointment of candidates for Director, from the perspective of ensuring
objectivity and transparency, this is deliberated by the Nomination, Compensation, and GovernanceCommittee, which is an advisory committee to the Board of Directors of the Company, mainly comprised ofIndependent Outside Officers, and is determined by the Board of Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Position in the Company

1

Komori Nobuaki

Representative Director

Reappointment

2

Fukuyama ToshihikoDirector

Reappointment
OutsideIndependent

3

Inoue YukihikoDirector

Reappointment
OutsideIndependent

4

Shibusawa Ken

Director

Reappointment
OutsideIndependent

5

Tanaka Eiichi-

New Appointment
OutsideIndependent

6

Momose YumikoSenior Managing Executive Officer

New Appointment

7

Kamei TatsuhikoManaging Executive Officer

New Appointment-3-

Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company
1992

1

2

Number of theCompany’s shares
ownedJoined Tokio Marine & Fire Insurance Co., Ltd. (currently
Tokio Marine & Nichido Fire Insurance Co., Ltd.)
2000
Established the Company
Komori Nobuaki
President and Representative Director(May 2, 1969)2017
Director of AHB Inc (current position)[Reappointment]
2018
Director, Chairman, and Executive Officer of Anicom
495,800 shares
Insurance, Inc. (current position)
Representative Director of the Company (current position)
Number of years serving 2018as Director(Responsibility)
19 years and 11 months Executive Manager, Internal Audit Office[Significant concurrent positions outside the Company]
Director, Chairman, and Executive Officer of Anicom Insurance, Inc.
Director of AHB Inc[Reasons for nomination as candidate for Director]
He is the Company’s founder and has supervised the management of the Group overall and driven its business as theRepresentative Director since its foundation in 2000. The Company proposes his election as Director due to his wide
range of knowledge, experience, and judgment capabilities required for corporate management, in addition to
sufficient knowledge and experience related to the non-life insurance business.
Joined the Bank of Japan
1975
Director-General of Administration Department
2002
2003
Director-General of Human Resources Management
Department
2004
Director-General of Human Resources and Corporate Affairs
Department
2006
Managing Director of the Shoko Chukin Bank, Ltd.
2008
Director of the Center for Financial Industry Information
Fukuyama Toshihiko
Systems(November 6, 1951)
Representative Director and President of JAPAN2011[Reappointment]
SECURITIES AGENTS, LTD.
[Outside]
Representative Director and Vice President of JBIS Holdings,
2011[Independent]
Inc.
Chairman of JAPAN SECURITIES AGENTS, LTD. (current
Number of years serving 2012
position)as Director
Representative Director and Chairman of Japan Information
2012
3
Processing Service Co., Ltd.
Managing Director of CAPITAL MARKET PROMOTION
2017
FOUNDATION (current position)
Outside Director of the Company (current position)
2017[Significant concurrent positions outside the Company]
Managing Director of CAPITAL MARKET PROMOTIONFOUNDATION
Chairman of JAPAN SECURITIES AGENTS, LTD.
[Reasons for nomination as candidate for Outside Director]
He has experience gained from his involvement in corporate management as Representative Director and Chairman ofJapan Information Processing Service Co., Ltd., as well as experience gained through key positions successively heldat the Bank of Japan. The Company expects that he will fulfill appropriate supervisory functions while utilizing his
specialized knowledge, cultivated through his prior experience, for the management of the Company, and provide
valuable proposals at the Board of Directors, and as such proposes his reappointment as Outside Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company

Chief of Chiba Prefectural Police Headquarters
Superintendent General of Metropolitan Police Department
Director of Tokyo Gas Co., Ltd.
Inoue Yukihiko
Chairperson of the Board of Directors of Japan Guide Dog(November 4, 1937)
Association (current position)[Reappointment]
2006
Outside Director of ASAHI KOGYOSHA CO., LTD.
[Outside](current position)[Independent]
Outside Director of Don Quijote Holdings Co., Ltd. (currently
2014
Pan Pacific International Holdings Corporation) (current
Number of years serving
position)
Outside Director of the Company (current position)
as Director
20182[Significant concurrent positions outside the Company]
Chairperson of the Board of Directors of Japan Guide Dog Association
Outside Director of ASAHI KOGYOSHA CO., LTD.
Outside Director of Pan Pacific International Holdings Corporation[Reasons for nomination as candidate for Outside Director]
He has experience in key positions such as Superintendent General of Metropolitan Police Department in addition to
key positions such as Chairperson of the Board of Directors of Japan Guide Dog Association (currently engaged). The
Company expects that he will fulfill appropriate supervisory functions while utilizing his specialized knowledge,
cultivated through his prior experience, for the management of the Company, and provide valuable proposals at theBoard of Directors, and as such proposes his reappointment as Outside Director.
Joined Japan Center for International Exchange
1984
Joined First Boston Corporation
1987
Joined J.P. Morgan Bank
1988
Joined J.P. Morgan Securities
1992
Shibusawa Ken
1994
Joined Goldman Sachs(March 18, 1961)
Joined Moore Capital Management, LP.
1996[Reappointment]
Established Shibusawa and Company, Inc., serving as
2001[Outside]
Representative Director (current position)[Independent]
2007
Established Commons Co., Ltd. (currently Commons AssetManagement Inc.)
Number of years serving 2008
Representative Director and Chairman of Commons AssetManagement Inc. (current position)
as Director
Outside Director of the Company (current position)
2019
1[Significant concurrent positions outside the Company]
Representative Director of Shibusawa and Company, Inc.
Representative Director and Chairman of Commons Asset Management
Inc.
[Reasons for nomination as candidate for Outside Director]
He has abundant international experience, insight of ESG investing and SDGs, fostered through experience of active
engagement with companies in relation to securities and asset management services at financial institutions for many
years. The Company expects that he will fulfill appropriate supervisory functions based on his insight, cultivatedthrough his prior experience, for the management of the Company, and provide valuable proposals at the Board of
Directors, and as such proposes his reappointment as Outside Director.
1989
1994
2002
2003

3

4

Number of theCompany’s shares
owned

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company

Joined the Ministry of Posts and Telecommunications
Director-General of the Radio Department,
Telecommunications Bureau, Ministry of Internal Affairs andCommunications
Director-General for Policy Coordination, Minister's
2008
Secretariat
Director-General of Minister's Secretariat
2010
2010
Director-General for Information and Communications
Tanaka Eiichi
Bureau(November 25, 1953)
Vice-Minister for Policy Coordination2012[New Appointment]
Adviser of Sompo Japan Nipponkoa Insurance Inc. (currently
2013[Outside]
Sompo Japan Insurance Inc.)
Executive Vice President of NTT Communications[Independent]
2015
Corporation
Director of Secure Broadcasting Authorization and Research
2019
Center (current position)
Audit & Supervisory Board Member of GC Story co., ltd.
2019
(current position)[Significant concurrent positions outside the Company]
Director of Secure Broadcasting Authorization and Research Center
Audit & Supervisory Board Member of GC Story co., ltd.
[Reasons for nomination as candidate for Outside Director]
He has held key positions successively at the Ministry of Posts and Telecommunications and the Ministry of Internal
Affairs and Communications. Moreover, he has been involved in corporate management at NTT Communications
Corporation while also being deeply involved in initiatives that combine business with SDGs. With growing
expectations for corporate contribution to SDGs as a background, the Company expects that he will fulfill appropriate
supervisory functions while utilizing his specialized knowledge, cultivated through his prior experience, for the
management of the Company, and provide valuable proposals at the Board of Directors, and as such proposes his
appointment as Outside Director.
Joined Tokio Marine & Fire Insurance Co., Ltd. (currently
1991
Tokio Marine & Nichido Fire Insurance Co., Ltd.)
Joined the Company
2000
Director
2003
Managing Director
2005
2010
Managing Director of Anicom Insurance, Inc.
Senior Managing Director
2015
Momose Yumiko
Director and Senior Managing Executive Officer (current
2018(September 8, 1967)
208,800 shares
position)[New Appointment]
Senior Managing Executive Officer of the Company (current
2018
position)(Responsibility)
Compliance Promotion Department, Risk Management Department,
Human Resources Management Department[Significant concurrent positions outside the Company]
Director and Senior Managing Executive Officer of Anicom Insurance,
Inc.
[Reasons for nomination as candidate for Director]
She is one of the Company’s founding members and has been involved in the overall management of the Group since
its foundation in 2000. Currently, as a Senior Managing Executive Officer, she is in charge of the human resources,
compliance, and risk management departments, contributing to strengthening the Company’s internal management
structure. The Company believes that she has acquired knowledge, experience, and judgment capabilities required forthe management of the Company as an insurance company group through her prior experience, and as such proposes
her appointment as Director.
1978
2007

5

6

Number of theCompany’s shares
owned

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company

Number of theCompany’s shares
ownedJoined the Financial Services Agency
Seconded to Tokyo Stock Exchange, Inc.
Returned to the Financial Services Agency
Joined the Company
Director of Celltrust Animal Therapeutics Co., Ltd. (current
position)
Director of the Company
2016
Director of Anicom Frontier, Inc.
2016
Managing Executive Officer of the Company (current
2018
position)
Kamei TatsuhikoDirector of Anicom Specialty Medical Institute, Inc. (current
2018(April 1, 1981)
1,500 shares
position)[New Appointment]
Director of SIMNET Co., Ltd. (current position)
2020
Director of Anicom Frontier, Inc. (current position)
2020(Responsibility)
Corporate Planning Department, Healthy Lifespan Extension
Department[Significant concurrent positions outside the Company]
Director of Celltrust Animal Therapeutics Co., Ltd.
Director of Anicom Specialty Medical Institute, Inc.
Director of SIMNET Co., Ltd.
Director of Anicom Frontier, Inc.
[Reasons for nomination as candidate for Director]
The Company proposes his appointment as Director as he has played a central part in the management of the Company
as the officer responsible for the Corporate Planning Department after joining the Company and has acquired
knowledge, experience, and judgment capabilities required for the management of the Company as an insurancecompany group, in addition to his specialized knowledge and experience cultivated through his experience working at
the Financial Services Agency and the Tokyo Stock Exchange, Inc.
2003
2010
2013
2016
2016

7

(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. Komori Nobuaki will assume the office of Director of Anicom Specialty Medical Institute, Inc. at the conclusion of its
Annual General Meeting of shareholders to be held on June 25, 2020.
3. Fukuyama Toshihiko, Inoue Yukihiko, Shibusawa Ken, and Tanaka Eiichi are candidates for Outside Director. At theconclusion of this Annual General Meeting of Shareholders, Fukuyama Toshihiko has served as Outside Director for aperiod of three years, Inoue Yukihiko has served as Outside Director for a period of two years, and Shibusawa Ken has
served as Outside Director for a period of one year. Tanaka Eiichi is a new candidate. The Company has submitted
notification to Tokyo Stock Exchange, Inc. concerning the appointment of Fukuyama Toshihiko, Inoue Yukihiko, andShibusawa Ken as Independent Officers as provided for by the aforementioned Exchange. If their reelection isapproved, the Company plans to continue to submit the notification as Independent Officers. If the election of Tanaka
Eiichi is approved, the Company plans to designate him as a new Independent Officer and notify the aforementioned
exchange.
4. Limited liability agreements with outside Director
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Fukuyama Toshihiko, Inoue Yukihiko, and Shibusawa Ken to limit their liability for damages under Article 423,
paragraph 1 of the Companies Act. The maximum amount of liability for damages under this agreement is theminimum liability amount provided for by Article 425, paragraph 1 of the same Act, and if the reappointment of
Fukuyama Toshihiko, Inoue Yukihiko, and Shibusawa Ken is approved, the Company plans to renew the
aforementioned agreement with them. If the election of Tanaka Eiichi is approved, the Company plans to enter into thesame limited liability agreement with him as well.
5. The number of the Company’s shares owned by Momose Yumiko is the number of stocks actually owned by her,including stocks owned as regulated marketable securities in trust.

-7-

Proposal No. 3:

Election of One Audit & Supervisory Board Member

The terms of office of Audit & Supervisory Board Member Suda Kazuo will expire at the conclusion ofthis General Meeting of Shareholders. In that regard, the Company proposes the election of one Audit &Supervisory Board Member.
Furthermore, in regard to the appointment of the candidate for Audit & Supervisory Board Member, fromthe perspective of ensuring objectivity and transparency, this is deliberated by the Nomination,
Compensation, and Governance Committee, which is an advisory committee to the Board of Directors of theCompany, mainly comprised of Independent Outside Officers, and is determined by the Board of Directors.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this
proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company

Number of theCompany’s
shares owned

1974

Joined Tokio Marine & Fire Insurance Co., Ltd. (currently Tokio
Marine & Nichido Fire Insurance Co., Ltd.)
2005
Director and Vice President of Tokio Marine Seguradora S.A.
2009
Joined Anicom Insurance, Inc.
2011
Director of the Company
Audit & Supervisory Board Member of Celltrust Animal
2016
Therapeutics Co., Ltd. (current position)
2016
Full-Time Audit & Supervisory Board Member of the Company
Suda Kazuo(current position)(April 21, 1949)
2019
Audit & Supervisory Board Member of Anicom Pafe, Inc.
[Reappointment](current position)
2019
Audit & Supervisory Board Member of Anicom Frontier, Inc.
Number of years
1,200 shares(current position)
serving as Audit &Audit & Supervisory Board Member of Anicom Specialty
Supervisory Board 2019
Medical Institute, Inc. (current position)
Member
2020
Audit & Supervisory Board Member of SIMNET Co., Ltd.
4
(current position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Celltrust Animal Therapeutics Co., Ltd.
Audit & Supervisory Board Member of Anicom Pafe, Inc.
Audit & Supervisory Board Member of Anicom Frontier, Inc.
Audit & Supervisory Board Member of Anicom Specialty Medical Institute, Inc.
Audit & Supervisory Board Member of SIMNET Co., Ltd.
[Reasons for nomination as candidate for Audit & Supervisory Board Member]
The Company proposes the election of Suda Kazuo as Audit & Supervisory Board Member because he has sufficientexperience and knowledge related to the non-life insurance business based on his many years of service at non-life
insurance companies, in addition to a wide range of practical experience related to the business management of the Groupas Director and General Manager of the Corporate Planning Department of the Company, and the Company also expects
his considerable knowledge related to finance and accounting to be utilized in the audit system of the Company.
(Note) There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.

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