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 8, 2021
To our shareholders:
Komori Nobuaki
Representative Director
Anicom Holdings, Inc.
8-17-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

Notice of the 21st 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 21st 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 the internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, and indicate yourapproval 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 theCompany (https://soukai.mizuho-tb.co.jp/), so that your vote is received by 6:00 p.m. on Thursday, June 24,
2021 (JST).
1. Date and Time:
2.

Venue:

Friday, June 25, 2021 at 2:00 p.m. (JST)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 2020 (from April 1, 2020 to March 31, 2021), 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 2020 (from
April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members
Measures in response to COVID-19
For this year’s General Meeting of Shareholders, we encourage shareholders to exercise voting rights inadvance in writing or via the internet instead of attending the meeting in person as much as possible, to preventthe 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
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. 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¥1.25 per common share of the Company
The total dividends will be ¥101,579,405(3) Effective date of dividends of surplus
June 28, 2021

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Proposal No. 2:

Election of Seven 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 seven Directors, including four Outside Directors.
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 Governance Committee,
which is an advisory committee to the Board of Directors of the Company, mainly comprised of Independent
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 and President Executive
Officer

Reappointment

2

Momose Yumiko

Director and Senior Managing Executive Officer

Reappointment

3

Kamei TatsuhikoDirector and Managing Executive Officer

Reappointment

4

Fukuyama ToshihikoDirector

Reappointment
OutsideIndependent

5

Inoue YukihikoDirector

Reappointment
OutsideIndependent

6

Shibusawa Ken

Director

Reappointment
OutsideIndependent

7

Tanaka Eiichi

Director

Reappointment
OutsideIndependent-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.)
2000
Established the Company
President and Representative Director
Komori Nobuaki
2017(May 2, 1969)
Director of AHB Inc (current position)[Reappointment]
2018
Director, Chairman, and Executive Officer of Anicom
1,784,500 shares
Insurance, Inc. (current position)
Number of years serving 2018
Representative Director and President Executive Officer of the
as Director
Company (current position)
20 years and 11 months 2020
Director of Anicom Specialty Medical Institute, Inc. (current
position)(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
2005
Managing Director
Momose Yumiko
2010
Managing Director of Anicom Insurance, Inc.
(September 8, 1967)2015
Senior Managing Director[Reappointment]
2018
Director and Senior Managing Executive Officer (current
848,500 shares
position)
Number of years serving
2018
Senior Managing Executive Officer
as Director
2020
Director and Senior Managing Executive Officer (current
1
position)(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 Director and Senior Managing Executive Officer, she is in charge of the humanresources, compliance, and risk management departments, contributing to strengthening the Company’s internalmanagement structure. She is also in charge of intellectual property and DX planning, contributing to promoting theGroup’s intellectual property strategy and digitalization. The Company believes that she has acquired knowledge,
experience, and judgment capabilities required for the management of the Company as an insurance company groupthrough her prior experience, and as such proposes her reappointment as Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility andsignificant concurrent positions

Joined the Financial Services Agency
Seconded to Tokyo Stock Exchange, Inc.
Returned to the Financial Services Agency
Joined the Company
Kamei TatsuhikoDirector of Celltrust Animal Therapeutics Co., Ltd.
(April 1, 1981)
Director of the Company[Reappointment]
Managing Executive Officer
6,000 shares
Director of Anicom Specialty Medical Institute, Inc. (current
Number of years serving
position)as Director
Director of SIMNET Co., Ltd. (current position)
2020
1
Director of Anicom Frontier, Inc. (current position)
2020
Director and Managing Executive Officer of the Company
2020(current position)(Responsibility)
Corporate Planning Department[Reasons for nomination as candidate for Director]
The Company proposes his reappointment as Director as he has played a central part in the management of theCompany 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 aninsurance company 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.
Joined the Bank of Japan
1975
Director-General of Administration Department
2002
Director-General of Human Resources Management
2003
Department
Director-General of Human Resources and Corporate Affairs
2004
Department
Fukuyama ToshihikoManaging
Director of the Shoko Chukin Bank, Ltd.
2006
(November 6, 1951)
Director of the Center for Financial Industry Information
2008[Reappointment]
Systems[Outside]
Representative Director and President of JAPAN
2011[Independent]
SECURITIES AGENTS, LTD.
Representative Director and Vice President of JBIS Holdings,
2011
Number of years serving
Inc.
as Director
Chairman of JAPAN SECURITIES AGENTS, LTD. (current
2012
4
position)
Representative Director and Chairman of Japan Information
2012
Processing Service Co., Ltd.
Managing Director of CAPITAL MARKET PROMOTION
2017
FOUNDATION (current position)
Outside Director of the Company (current position)
2017[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
He has experience gained from his involvement in corporate management as Representative Director and Chairmanof Japan Information Processing Service Co., Ltd., as well as experience gained through key positions successively
held at the Bank of Japan. The Company expects that he will play the role as 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.
2003
2010
2013
2016
2016
2016
2018
2018

3

4

Number of theCompany’s shares
owned

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Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility andsignificant concurrent positions

Chief of Chiba Prefectural Police Headquarters
Superintendent General of Metropolitan Police Department
Inoue YukihikoDirector of Tokyo Gas Co., Ltd.
(November 4, 1937)
Chairperson of the Board of Directors of Japan Guide Dog[Reappointment]
Association (current position)[Outside]
Outside Director of ASAHI KOGYOSHA CO., LTD. (current
2006[Independent]
position)
Outside Director of Don Quijote Holdings Co., Ltd. (currently
Number of years serving 2014
Pan Pacific International Holdings Corporation) (current
as Director
position)
3
Outside Director of the Company (current position)
2018[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
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 play the role as 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.
Joined Japan Center for International Exchange
1984
Joined First Boston Corporation
1987
Shibusawa Ken
Joined J.P. Morgan Bank
1988
(March 18, 1961)
Joined J.P. Morgan Securities
1992[Reappointment]
Joined Goldman Sachs
1994[Outside]
Joined Moore Capital Management, LP.
1996[Independent]
Established Shibusawa and Company, Inc., serving as
2001
Representative Director (current position)
Number of years serving 2007
Established Commons Co., Ltd. (currently Commons AssetManagement Inc.)
as Director
Representative Director and Chairman of Commons Asset
2008
2
Management Inc. (current position)
Outside Director of the Company (current position)
2019[Reasons for nomination as candidate for Outside Director and roles expected of candidate]
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 play the role as appropriate supervisory functions based on his insight,
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.
1989
1994
2002
2003

5

6

Number of theCompany’s shares
owned

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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 andCommunications
Director-Generalfor Policy Coordination, Minister's
2008
Tanaka Eiichi
Secretariat(November 25, 1953)
Director-General of Minister's Secretariat
2010[Reappointment]
Director-General for Information and Communications Bureau
2010[Outside]Vice-Minister for Policy Coordination
2012[Independent]
Adviser of Sompo Japan Nipponkoa Insurance Inc. (currently
2013
Sompo Japan Insurance Inc.)
Number of years serving 2015
Executive Vice President of NTT Communications
as Director
Corporation
1
Director of Secure Broadcasting Authorization and Research
2019
Center (current position)
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 play the role asappropriate 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.
1978
2007

7

(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. Komori Nobuaki is planned to assume office as Director of Anicom Pafe, Inc. at conclusion of the company’s annual
general meeting of shareholders on June 28, 2021.
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 four years, Inoue Yukihiko has served as Outside Director for a period of three years, Shibusawa Ken has
served as Outside Director for a period of two years, and Tanaka Eiichi has served as Outside Director for a period of
one year. The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointment of
Fukuyama Toshihiko, Inoue Yukihiko, Shibusawa Ken and Tanaka Eiichi as Independent Officers as provided for by
the aforementioned Exchange. If their reelection is approved, the Company plans to continue to submit the notification
as Independent Officers.
4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Fukuyama Toshihiko, Inoue Yukihiko, Shibusawa Ken, and Tanaka Eiichi 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 reappointment isapproved, the Company plans to renew the aforementioned agreement with them.
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.
6. 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 21 of theBusiness Report (available in Japanese). If the appointment of the candidates for Director is approved, they will be
included in the insured of this insurance contract. In addition, the Company plans to renew the insurance contract withthe above details when it is due for renewal.

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Proposal No. 3:

Election of Two Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Iwamoto Koichiro and Takemi Hiromitsu will
expire at the conclusion of this General Meeting of Shareholders. In that regard, the Company proposes theelection of two Audit & Supervisory Board Members.
Furthermore, in regard to the appointment of the candidates 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 candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)Iwamoto Koichiro(February 4, 1967)[Reappointment][Outside][Independent]

12Career summary, position andsignificant concurrent positions
1996
2005
2007
2008

Registered as attorney-at-law; joined Miyoshi & Associates
Law Firm
Opened Iwamoto Takaku & Watanabe Law Office
Audit & Supervisory Board Member of QLC corporation
Outside Audit & Supervisory Board Member of the Company(current position)
Audit & Supervisory Board Member of Anicom Insurance, Inc.
Opened the Rights Law and Patent Offices, Partner Lawyer
Audit & Supervisory Board Member of Anicom Capital, Inc.
Lawyer of Iwamoto Law Office (current position)

Number of theCompany’s shares
owned

-

Number of years serving 2008
as Audit & Supervisory 2011
2015
Board Member
12 years and 10 months 2018
[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
As an attorney-at-law, he has specialized knowledge and wide-ranging experience about law. In order to put his
insights to use for the Company’s audit system, the Company proposes his reappointment as Outside Audit &Supervisory Board Member. He will have served as the Company’s Outside Audit & Supervisory Board Member for
12 years and 10 month at the conclusion of this General Meeting of Shareholders. He has been engaged in the audit of
the Company as Outside Audit & Supervisory Board Member before it went public, and has a deep understanding of
its management philosophy and operations. As it will be highly beneficial for the Company to be able to takeadvantage of his experience and understanding for audits and he will have no conflict of interest with generalshareholders, the Company decided to reappoint him as a candidate for Outside Audit & Supervisory Board Member.
He has not been directly involved in company management other than in the capacity as Outside Officer, but, as an
attorney-at-law, is well versed in corporate legal affairs. The Company thus believes he can appropriately perform
duties as Outside Audit & Supervisory Board Member of the Company.
Joined Japan Development Bank (currently Development
1975
Bank of Japan)
MBA, University of Rochester, USA
1982
Takemi Hiromitsu
Completed Advanced Management Program, Harvard
1998(December 16, 1952)
Business School, USA
Vice Director of Research Institute of Capital Formation,
2001[Reappointment]
Development Bank of Japan[Outside]
Executive Officer of ShinGinko Tokyo, Limited (currently
2004[Independent]
Kiraboshi Bank, Ltd.)
Professor of Graduate School of Accounting & Finance,
2006
Chiba University of Commerce (Field of academic interests:
Number of years serving
Corporate governance and corporate finance) (current
as Audit & Supervisory
position)
Board Member
PhD, Graduate School of Policy Studies, Chiba University of2007
4Commerce
Outside Audit & Supervisory Board Member of the Company(current position)[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
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. In order to put them to use for the Company’s audit system, the Company proposes his reappointment as
Outside Audit & Supervisory Board Member.
2017(Notes)1. There are no special interests between any of the candidates for Audit & Supervisory Board Member and the Company.
2. Iwamoto Koichiro and Takemi Hiromitsu are candidates for Outside Audit & Supervisory Board Member. At theconclusion of this Annual General Meeting of Shareholders, Iwamoto Koichiro has served as Outside Audit &Supervisory Board Member for a period of 12 years and 10 months, and Takemi Hiromitsu has served as Outside Audit& Supervisory Board Member for a period of four years. The Company has submitted notification to Tokyo Stock
Exchange, Inc. concerning the appointment of Iwamoto Koichiro and Takemi Hiromitsu as Independent Officers as

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3.

4.

provided for by the aforementioned Exchange. If their reelection is approved, the Company plans to continue to submit
the notification as Independent Officers.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Iwamoto Koichiro and Takemi Hiromitsu to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for by Article 425, paragraph 1 of the same Act, and if their reappointment is approved, the Company plans torenew the aforementioned agreement with them.
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 21 of theBusiness Report (available in Japanese). If the appointment of the candidates for Audit & Supervisory Board Member
is approved, they will be included in the insured of this insurance contract. In addition, the Company plans to renew theinsurance contract with the above details when it is due for renewal.

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