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 7, 2023
(Date of commencement of electric provision measures: May 31, 2023)
To our shareholders:
Komori Nobuaki
Representative Director
Anicom Holdings, Inc.
8-17-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

Notice of the 23rd 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 23rd Annual General Meeting of Shareholders of Anicom Holdings,
Inc. (the “Company”) will be held as indicated below.
When convening this Annual General Meeting of Shareholders, the Company has taken measures forproviding information in electronic format (the “electronic provision measures”) and has posted matters subject
to the electronic provision measures under the title “Notice of the 23rd Annual General Meeting of Shareholders”
on the following Company website on the internet.
The Company website:
https://www.anicom.co.jp/ir/stock/shareholder/ (Japanese only)
In addition to the website shown above, the Company also has posted this information on the website ofTokyo Stock Exchange (TSE) on the internet.
The TSE website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the above website, input the issue name (Anicom) or securities code,
click “Search,” then click “Basic information,” and select “Documents for public inspection/PR information.”
If you will not attend the meeting in person, you may exercise your voting rights via the internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights, so that your vote is received by 6:00 p.m. on Thursday, June 22, 2023 (JST).
1. Date and Time:

Friday, June 23, 2023 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 2022 (from April 1, 2022 to March 31, 2023), 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 2022
(from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Six Directors
Proposal No. 3:
Election of One Audit & Supervisory Board Member-

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 the matters subject to electronic provision measures, such changes will be posted on eachwebsite where the documents are posted.

-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
a basic policy to pay ongoing and stable dividends from a medium to long-term perspective while taking into
account financial soundness and capital efficiency.
In the fiscal year under review, the first year of the Mid-term Management Plan FY2022-FY2024, we willachieve even higher corporate value in line with our management vision for the second founding period whileat the same time balancing capital, risk, and return, and gradually improve shareholder returns to achieve a
dividend payout ratio of around 20% in the fiscal year 2024. Based on careful consideration of these, theCompany plans to pay an increased year-end dividend for the fiscal year under review as follows.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of divided property and their aggregate amount¥4.00 per common share of the Company
The total dividends will be ¥324,990,736.
(3) Effective date of dividends of surplus
June 26, 2023

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Proposal No. 2:

Election of Six Directors

The terms of office of all seven Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
In that regard, the Company proposes to elect six Directors, including four Outside Directors, reducing thenumber of Directors by one in order to improve the efficiency of the management structure.
Furthermore, in regard to the appointment of candidates for Director, from the perspective of ensuring
objectivity and transparency, this was 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 was determined by the Board of Directors.
The candidates for Directors are as follows:
Candidate
No.

1

2

Name

Komori Nobuaki[Reappointment]

Momose Yumiko[Reappointment]

GenderPositions in the Company

Attendance atBoard of Directors
meetings

Male

Representative Director and President
Executive Officer

100%(14/14 times)

FemaleRepresentative Director and Vice
President Executive Officer

100%(14/14 times)

Male

Director

100%(14/14 times)

Male

Director90%(9/10 times)

Male

Director

100%(10/10 times)

Tanaka Eiichi
3[Reappointment][Outside][Independent]
Shoyama Katsuo

4[Reappointment][Outside][Independent]
David G. Litt5

[Reappointment][Outside][Independent]
Takemi Hiromitsu

100%[Reappointment]
Male
Director(10/10 times)[Outside][Independent]
Note: The attendance at Board of Directors meetings of Shoyama Katsuo, David G. Litt, and Takemi Hiromitsu covers
meetings held after they assumed office as Directors. Takemi Hiromitsu attended all four Board of Directors meetings
held before he left office as Audit & Supervisory Board Member.
6-3-

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility andsignificant concurrent positions
1992

1

2

Number of theCompany’s shares
ownedJoined Tokio Marine & Fire Insurance Co., Ltd. (currently
Tokio Marine & Nichido Fire Insurance Co., Ltd.)
Komori Nobuaki
2000
Established the Company(May 2, 1969)
President and Representative Director[Reappointment]
2017
Director of AHB Inc (current position)
2018
Director, Chairman, and Executive Officer of Anicom
Number of years serving
Insurance, Inc. (current position)
1,667,800 sharesas Director:
2018
Representative Director and President Executive Officer of the
22 years and 11 months
Company (current position)
2020
Director of Anicom Specialty Medical Institute, Inc. (current
Attendance at Board of
position)
Directors meetings:
2021
Director of Anicom Pafe, Inc. (current position)
14/14 times (100%)(Responsibility)
Executive Manager, Internal Audit Office[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.
1991
Joined Tokio Marine & Fire Insurance Co., Ltd. (currently
Tokio Marine & Nichido Fire Insurance Co., Ltd.)
2000
Joined the Company
2003
Director
Momose Yumiko
2005
Managing Director(September 8, 1967)
2010
Managing Director of Anicom Insurance, Inc.
[Reappointment]
2015
Senior Managing Director
2018
Director and Senior Managing Executive Officer (current
Number of years serving
position)
851,800 sharesas Director:
2018
Senior Managing Executive Officer
3
2020
Director and Senior Managing Executive Officer
Attendance at Board of2022
Representative Director and Vice President Executive Officer
Directors meetings:(current position)
14/14 times (100%)(Responsibility)
Compliance Promotion Department, Risk Management Department,
Human Resources Management Department, Intellectual Property
Department, DX Planning Department[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 Representative Director and Vice President Executive Officer, she is in charge ofthe human resources, compliance, and risk management departments, contributing to strengthening the Company’s
internal management structure. She is also in charge of intellectual property and DX planning, contributing topromoting the Group’s intellectual property strategy and digitalization. As she has acquired knowledge, experience,and judgment capabilities required for the management of the Company as an insurance company group through herprior experience, the Company proposes her election as Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility andsignificant concurrent positions

Number of theCompany’s shares
ownedJoined the Ministry of Posts and Telecommunications
Director-General of the Radio Department,
Telecommunications Bureau, Ministry of Internal Affairs andTanaka Eiichi
Communications(November 25, 1953)
Director-General for Policy Coordination, Minister's
2008[Reappointment]
Secretariat[Outside]
Director-General of Minister's Secretariat
2010[Independent]
Director-General for Information and Communications Bureau
2010
Vice-Minister for Policy Coordination
2012–
Number of years serving
Adviser of Sompo Japan Nipponkoa Insurance Inc. (currently2013
as Director:
Sompo Japan Insurance Inc.)
3
Executive Vice President of NTT Communications
2015
Corporation
Attendance at Board of 2019
Director of Secure Broadcasting Authorization and Research
Directors meetings:
Center
14/14 times (100%)
Audit & Supervisory Board Member of GC Story co., ltd.
2019
(current position)
Outside Director of the Company (current position)
2020[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
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 perform anappropriate supervisory function while utilizing his specialized knowledge, cultivated through his prior experience, forthe management of the Company, and provide valuable proposals at the Board of Directors, and as such proposes hiselection as Outside Director.
Joined ASAHI BREWERIES, LTD. (currently Asahi Group
1978
Holdings, Ltd.)
Shoyama Katsuo
Senior Officer and General Manager of Higashi-kanto
2008(February 21, 1955)
Regional Headquarters[Reappointment]
Corporate Officer and General Manager of Chugoku Regional
2011[Outside]
Headquarters[Independent]
President and Representative Director of LB Co., Ltd.
2013
Senior Managing Director of Asahi Group Foods, Ltd.
2016–
Number of years serving
President and Representative Director
2017
as Director:
Company Friend of Asahi Group Holdings, Ltd. (current
2021
1
position)
Outside Director of KAMEDA SEIKA CO., LTD. (current
2022
Attendance at Board of
position)
Directors meetings:
Outside Director of the Company (current position)
2022
9/10 times (90%)
1978
2007

3

4

[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
He has a wealth of experience and insight in corporate management and the food business, having served in various
important positions at ASAHI BREWERIES, LTD. and other companies and as President and Representative
Director of Asahi Group Foods, Ltd. Based on such experience and insight, the Company expects that he will
provide advice and guidance on the Company’s management, including the various business projects undertaken by
the Group, and that he will perform an appropriate supervisory function, and as such proposes his election as Outside
Director.

-5-

Candidate
No.

Name
(Date of birth)6

Number of theCompany’s shares
owned

Judicial Clerk to the Chief Judge Alfred T. Goodwin of the
U.S. Court of Appeals for the Ninth Circuit
Admission to the State Bar of California
1989
Judicial Clerk to Justice Anthony M. Kennedy of the U.S.
1990
Supreme Court
Admission to the District of Columbia Bar
1991
Joined O’Melveny & Myers LLP, Partner
1991
Number of years serving–
Joined Morrison & Foerster LLP, Partner
2007
as Director:
CEO and Representative Director, Deneb Renewable Energy
2012
1
KK
Professor, Keio University Law School (current position)
2015
Attendance at Board of 2020
Joined O’Melveny & Myers LLP, Foreign lawyer (current
Directors meetings:
position)
10/10 times (100%)
Outside Director of the Company (current position)
2022[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
He has a wealth of experience and expertise in the field of international legal affairs as a professor of Keio University
Law School and as a foreign lawyer, as well as knowledge in the areas of corporate management and the SDGs,
including serving as a Representative Director of a renewable energy company. Based on his experience, knowledge
and insight, the Company expects that he will provide appropriate advice to the Company’s management, and that hewill perform an appropriate supervisory function, and as such proposes his election as Outside Director.
Joined Japan Development Bank (currently Development
1975
Bank of Japan)
MBA, University of Rochester, USA
1982
Takemi Hiromitsu
Harvard Business School, USA
1998(December 16, 1952)
Completed Advanced Management Program[Reappointment]
Vice Director of Research Institute of Capital Formation,
2001
Development Bank of Japan[Outside]
Executive Officer of ShinGinko Tokyo, Limited (currently
2004[Independent]
Kiraboshi Bank, Ltd.)
Professor of Graduate School of Accounting & Finance, Chiba
2006–
University of Commerce (Field of academic interests:
Number of years serving
Corporate governance and corporate finance)
as Director:
PhD in Policy Studies, Graduate School of Policy Studies,
2007
1
Chiba University of Commerce
Outside Audit & Supervisory Board Member of the Company
2017
Attendance at Board of 2022
Outside Director of the Company (current position)
Directors meetings:
Emeritus and Visiting Professor of Graduate School of2023
10/10 times (100%)
Accounting & Finance, Chiba University of Commerce (Fieldof academic interests: Corporate governance, business ethics,
finance, and economics) (current position)[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
He has a wealth of experience, track record and insights about corporate governance and corporate finance, supported
by his deep academic knowledge. He also has the experience of being involved in the management of a financial
institution. The Company expects that he will put his wide-ranging experience, track record and insights to use for theCompany’s management and that he will perform as appropriate supervisory functions, and as such proposes hiselection as Outside Director.
David G. Litt
(October 10, 1962)[Reappointment][Outside][Independent]

5

Career summary, position, responsibility andsignificant concurrent positions
1988(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. Tanaka Eiichi, Shoyama Katsuo, David G. Litt, and Takemi Hiromitsu are candidates for Outside Director. At theconclusion of this Annual General Meeting of Shareholders, Tanaka Eiichi will have served as Outside Director for aperiod of three years, and Shoyama Katsuo, David G. Litt, and Takemi Hiromitsu will have served as Outside Directors
for a period of one year. The Company has submitted a notification to Tokyo Stock Exchange, Inc. concerning theappointments of Tanaka Eiichi, Shoyama Katsuo, David G. Litt, and Takemi Hiromitsu as Independent Officers asprovided for by the aforementioned Exchange. If their reelections are approved, the Company plans to notify them again
as Independent Officers.
3. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreementwith Tanaka Eiichi, Shoyama Katsuo, David G. Litt, and Takemi Hiromitsu 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
the minimum liability amount provided for by Article 425, paragraph 1 of the same Act, and if their reelections areapproved, the Company plans to renew the aforementioned agreement with them.
4. 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.

-6-

5.

The Company has entered into a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, paragraph 1 of the Companies Act. Details of the contract are as described on page 24 of theBusiness Report (available in Japanese). If the elections of the candidates for Director are approved, they will be includedin the insured of this insurance contract. In addition, the Company plans to renew the insurance contract with the above
details when it is due for renewal.

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Proposal No. 3:

Election of One Audit & Supervisory Board Member

The term of office of the Audit & Supervisory Board Member Suda Kuniyuki will expire at the conclusionof this Annual General Meeting of Shareholders. In that regard, the Company proposes to elect 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 the Company, mainlycomprised 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:
Candidate
No.

Name(Date of birth)

Career summary, position, responsibility andsignificant concurrent positions

Number of theCompany’s shares
ownedJoined National Tax Agency
Consul of Consulate-General of Japan in Hong Kong
Director of International Operations Division of National Tax
AgencyVisiting scholar at New York University School of Law
2003
Deputy Commissioner (International Affairs) of National Tax
2004
AgencyAoyama Keiji
Professor (tax law) at Graduate School of Business Sciences,
2006(February 2, 1949)
University of Tsukuba[New Appointment]–
Project Leader of International Taxation Committee of2009[Outside]
Keidanren the 21st Century Public Policy Institute (current[Independent]
position)
Professor (tax law) at Graduate School of Accountancy,
2012
WASEDA University
Tax advisor of Nomura Institute of Estate Planning (current
2019
position)
Outside Auditor of Genesis Healthcare Co. (current position)
2019
Visiting professor at Graduate School of Accounting &2020
Finance, Chiba University of Commerce (current position)[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
He has considerable knowledge in corporate accounting and taxation developed over his long years of service with the
National Tax Agency in various areas of tax administration. He has also made outstanding achievements in education,
research, and social contribution activities, and is highly regarded as a leading expert in the field of international
taxation. The Company proposes his election as an Outside Audit & Supervisory Board Member so that he can utilize
his specialized knowledge, experience, and profound insight to strengthen the Company’s auditing system.
1973
1987
1998

1

(Notes)1. There are no special interests between Aoyama Keiji and the Company.
2. Aoyama Keiji is a candidate for Outside Audit & Supervisory Board Member. He is a new candidate. Although he has
no direct experience in corporate management other than as an outside corporate auditor, we believe he can appropriately
perform his duties for the above reasons. If his election is approved, the Company plans to designate him as a new
Independent Officer and submit a notification to Tokyo Stock Exchange, Inc. concerning his appointment as provided
for by the aforementioned Exchange.
3. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company plans to enter into anagreement with Aoyama Keiji, if his election is approved, to limit his liability for damages under Article 423, paragraph
1 of the Companies Act. The maximum amount of liability for damages under this agreement is the minimum liability
amount provided for by Article 425, paragraph 1 of the same Act.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, paragraph 1 of the Companies Act. Details of the contract are as described on page 24 of theBusiness Report (available in Japanese). If the election of Aoyama Keiji is approved, he will be included in the insuredof this insurance contract. In addition, the Company plans to renew the insurance contract with the above details when
it is due for renewal.

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(Reference) Expertise and Experience of Outside Directors and Outside Audit & Supervisory Board Members(including the Candidates) (Skill Matrix)
Corporate
Management

Financial
Affairs/
Accounting/
Finance

Human
Resource
Management

Risk
Management

●

●

●

Shoyama Katsuo

●

●

●

David G. Litt●Takemi Hiromitsu●

R&D/
Life Science

Internationalism

Director

Tanaka Eiichi

Legal Affairs/
Compliance●

Audit & Supervisory Board Member

●

●

●

●

●

Iwamoto Koichiro●

Ito Koichi

Aoyama Keiji

●

●

●

-9-

●

●

(Reference) Policy for Appointment of Directors and Audit & Supervisory Board Members
The Company selects highly knowledgeable executives and others in a wide range of fields to enable discussion of
the Group’s management strategies and issues from objective and multifaceted perspectives. The Group Basic Policy
on Corporate Governance defines the policy for the appointment of Directors and Audit & Supervisory Board
Members as follows.
Requirements for the Appointment of Directors
1. Directors of the Company and Anicom Insurance, Inc. shall possess a good understanding of each company’sbusiness type, the extensive knowledge needed for corporate management, and sufficient judgment
capabilities to decide on important matters of business execution as members of each company’s Board of
Directors.
2. Outside Directors of the Company and Anicom Insurance, Inc. shall, in addition to fulfilling the requirements
stipulated in the previous paragraph, possess a high level of insight and abundant experience in fields such as
corporate management, financial services, finance and accounting, legal affairs, internal controls including
legal compliance, technological innovation, and human resources management (HRM). In principle, Outside
Directors must meet the standards for independence set forth in Article 14.
3. Directors who are also engaged in the day-to-day management of Anicom Insurance, Inc. shall, in addition to
fulfilling the requirements stipulated in Paragraph 1 above, possess the “knowledge and experience to carryout business management of an insurance company in an appropriate, fair and efficient manner” prescribedunder Article 8-2 of the Insurance Business Act, as well as “sufficient social credibility.”
Requirements for the Appointment of Audit & Supervisory Board Members
1. Audit & Supervisory Board Members of the Company and Anicom Insurance, Inc. shall be capable of
ensuring sound and sustainable corporate growth and contributing to the establishment of an excellent
corporate governance system to respond to social trust by engaging in high-quality audit and supervision,
based on a consideration of factors such as their professional capability as Audit & Supervisory Board
Members, their previous achievements and experience, etc.
2. Outside Audit & Supervisory Board Members of the Company and Anicom Insurance, Inc. shall, in addition
to fulfilling the requirements stipulated in the previous paragraph, possess a high level of insight andabundant experience in fields such as corporate management, financial services, finance and accounting, legal
affairs, internal controls including legal compliance, technological innovation, and human resourcesmanagement (HRM). In principle, Outside Audit & Supervisory Board Members must meet theindependence standards set forth in Article 14.
3. Audit & Supervisory Board Members of Anicom Insurance, Inc. shall, in addition to fulfilling therequirements stipulated in the two preceding paragraphs, possess the “knowledge and experience to supervise
the execution of duties of directors of an insurance company in an appropriate, fair, and efficient manner”
prescribed under Article 8-2 of the Insurance Business Act, as well as “sufficient social credibility.”- 10 -

(Reference) Independence Standards for Outside Officers
In accordance with the requirements and standards set forth by financial instrument exchanges, the Group Basic
Policy on Corporate Governance stipulates the following Independence Standards for Outside Officers.
The Company’s Outside Directors and Outside Audit & Supervisory Board Members shall be determined to be
independent of the Company if they correspond to none of the following.
(i) Persons in an executive position at the Company or a subsidiary of the Company(ii) Persons who have been in an executive position at the Company or a subsidiary of the Company during thepast ten (10) years(iii) Persons for whom the Company or Anicom Insurance, Inc. is a major trading partner (a trading partner forwhich the transaction amount with the Company or Anicom Insurance, Inc. was equivalent to at least 2% ofconsolidated net sales in the most recent fiscal year) or persons in an executive position at such anorganization(iv) Persons who are major trading partners of the Company or Anicom Insurance, Inc. (trading partners forwhich the transaction amount with the Company or Anicom Insurance, Inc. was equivalent to at least 2% ofconsolidated net sales of the Company in the most recent fiscal year) or persons in an executive position atsuch a major trading partner(v) Persons who are major lenders, such as financial institutions, upon which the Group depends for financing to
an extent that makes them indispensable and irreplaceable, or persons in an executive position at such amajor lender(vi) Persons in an executive position at an incorporated organization, association, or other organization thatreceives donations from the Company or Anicom Insurance, Inc. and has received such donations exceedinga certain amount (10 million yen or 2% of the total income of the organization during the most recent fiscal
year, whichever is higher) during the most recent fiscal year(vii) Persons who are the spouse or relative within the third degree of kinship of a Director, Audit & Supervisory
Board Member, or Executive Officer of the Company or one of its subsidiaries(viii) Persons who receive compensation apart from officers’ compensation in the capacity of a consultant,accountant, attorney, or other specialist, and have received such compensation exceeding a certain amount(10 million yen or 2% of the total income of the incorporated organization, association, or other organization
to which the specialist belongs, during the most recent fiscal year, whichever is higher) during the mostrecent fiscal year(ix) Persons who, as of the end of the most recent fiscal year, hold, or are in an executive position at anorganization that holds, at least 10% of all shareholder voting rights in the Company- 11 -