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, 2019
To our shareholders:Nobuaki Komori
Representative Director
Anicom Holdings, Inc.
8-17-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo

Notice of the 19th Annual General Meeting of Shareholders
You are cordially invited to attend the 19th Annual General Meeting of Shareholders of Anicom Holdings, Inc. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet.
Please review the attached Reference Documents for General Meeting of Shareholders, and indicate your approvalor 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 Friday, June 21, 2019 (JST).

1. Date and Time: Monday, June 24, 2019, 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 2018 (from April 1,2018 to March 31, 2019), 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 2018 (from April 1, 2018 to March 31,
2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Four Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member
Proposal No. 5
Election of One Substitute Director-

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, NonConsolidated Financial Statements or Consolidated Financial Statements, such changes will be posted immediately on the
Company’s website (http://www.anicom.co.jp/).

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Reference Documents for 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 accountfinancial soundness and capital efficiency. As a result of a verification based on these factors, the Company
proposes to pay a year-end dividend for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥5 per common share of the Company
The total dividends will be ¥101,047,925
Effective date of dividends of surplus
June 25, 2019-2-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
A new article shall be established allowing for deemed provision of the Reference Documents for General
Meeting of Shareholders, etc. through disclosure via the internet in accordance with an Ordinance of the
Ministry of Justice in light of the spread of the internet, and as a result, the articles following Article 15 in thecurrent Articles of Incorporation shall be renumbered.
2. Details of the amendments
The details of the amendments are as follows.
It should be noted that the amendments to the Articles of Incorporation shall enter into effect upon the
conclusion of this general meeting.
Current Articles of Incorporation
Article 1. to Article 14. <Omitted><Newly established>

Article 15. to Article 50. <Omitted>(Amendments are indicated by underlining.)
Proposed Amendments
Article 1. to Article 14. <Unchanged>(Internet Disclosure of Reference Documents for General
Meeting of Shareholders, etc. and Deemed Provision)
Article 15.
The Company can deem that information related to matters thatshould be stated or indicated in the Reference Documents for
General Meeting of Shareholders, Business Report, NonConsolidated Financial Statements, or Consolidated Financial
Statements (including the Accounting Audit Report and Audit
Report related to the Consolidated Financial Statements) whenconvening the General Meeting of Shareholders have been
provided to shareholders through disclosure using the internet
in accordance with the provisions of the Ordinance of the
Ministry of Justice.
Article 16. to Article 51. <Unchanged>-3-

Proposal No. 3

Election of Four 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 the election of four 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 anadvisory 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
Name
No.
1
Nobuaki Komori

Position in the Company
Representative Director

2Toshihiko Fukuyama

Director

3

Yukihiko Inoue

Director

4

Ken Shibusawa–

Candidate
No.

Name(Date of birth)

Career summary, position, and responsibility in the Company
1992

2000
Nobuaki Komori(May 2, 1969)
Reappointment

1

Number of years serving as
Director
18 years and 11 months

2017
2018
2018

Joined Tokio Marine & Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.)
Established the Company
President and Representative Director
Director of AHB Inc (current position)
Director, Chairman, and Executive Officer ofAnicom Insurance, Inc. (current position)
Representative Director of the Company(current position)

Reappointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New election
OutsideIndependent

Number of theCompany’s shares
owned

558,500 shares(Responsibility)
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’s 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 sufficientknowledge and experience related to the non-life insurance business.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company
1975
2002
2003

2

Number of theCompany’s shares
ownedJoined The Bank of Japan
Director-General of Administration Department
Director-General of Human Resources
Management Department
2004
Director-General of Human Resources andCorporate Affairs Department
2006
Managing Director of The Shoko Chukin Bank,
Ltd.
2008
Director of The Center for Financial Industry
Information Systems
Toshihiko Fukuyama
2011
Representative Director and President of(November 6, 1951)
JAPAN SECURITIES AGENTS, LTD.
Reappointment
2011
Representative Director and Vice President of
Outside–JBIS Holdings, Inc.
Independent
2012
Chairman of JAPAN SECURITIES AGENTS,
LTD. (current position)
Number of years serving in post
2012
Representative Director and Chairman of Japan
2
Information Processing Service Co., Ltd.
2017
Managing Director of CAPITAL MARKETPROMOTION FOUNDATION (current
position)
2017
Outside Director of the Company (current
position)[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 held at
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.

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No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company
1989
1994

3

4

Notes:

Number of theCompany’s shares
owned

Chief of Chiba Prefectural Police Headquarters
Superintendent General of Metropolitan Police
Department
2002
Director of Tokyo Gas Co., Ltd.
2003
Chairperson of the Board of Directors of Japan
Guide Dog Association (current position)
Yukihiko Inoue
2006
Outside Director of ASAHI KOGYOSHA CO.,
(November 4, 1937)
LTD. (current position)
Reappointment
2014
Outside Director of Don Quijote Holdings Co.,
Outside–Ltd. (currently Pan Pacific International
Independent
Holdings Corporation) (current position)
2018
Outside Director of the Company (current
Number of years serving in post
position)
1[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.
1984
Joined Japan Center for International Exchange
1987
Joined First Boston Corporation
1988
Joined J.P. Morgan Bank
1992
Joined J.P. Morgan Securities
1994
Joined Goldman Sachs
1996
Joined Moore Capital Management, LP.
2001
Established Shibusawa and Company, Inc.,
Ken Shibusawa
serving as Representative Director (current(March 18, 1961)
position)–
New election
2007
Established Commons Co., Ltd. (currently
OutsideCommons Asset Management Inc.)
Independent
2008
Representative Director and Chairman ofCommons Asset Management Inc. (current
position)[Significant concurrent positions outside the Company]
Representative Director of Shibusawa and Company, Inc.
Representative Director and Chairman of Commons AssetManagement 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 appointment as outside Director.
1. There is no special interest between any of the candidates for Director and the Company.
2. Toshihiko Fukuyama, Yukihiko Inoue, and Ken Shibusawa are candidates for outside Director. At the conclusion of thisannual general meeting of shareholders, Toshihiko Fukuyama has served as outside Director for a period of two years,
Yukihiko Inoue has served as outside Director for a period of one year. Ken Shibusawa is a new candidate. If this
proposal is approved and adopted and they are elected as outside Directors, the Company plans to submit notification to
Tokyo Stock Exchange, Inc. concerning their appointment as independent officers as provided for by the aforementioned
exchange.

-6-3. 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 Toshihiko Fukuyama and Yukihiko Inoue 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 the reappointment of Toshihiko Fukuyama and Yukihiko
Inoue is approved, the Company plans to renew the aforementioned agreement with them. If the election of Ken
Shibusawa is approved, the Company plans to enter into the same limited liability agreement with him.

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Proposal No. 4

Election of One Audit & Supervisory Board Member

The terms of office of Audit & Supervisory Board Member Kuniyuki Suda will expire at the conclusion of thisannual 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, from theperspective of ensuring objectivity and transparency, this is deliberated by the Nomination, Compensation, andGovernance 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:
Name(Date of birth)

Career summary and position in the Company
1968

Number of theCompany’s shares
ownedJoined Tokio Marine & Fire Insurance Co., Ltd. (currently
Tokio Marine & Nichido Fire Insurance Co., Ltd.)
1992
Manager of Reserve Funds Operations Department
1996
Manager of Accounting Department
Kuniyuki Suda
1998
Director and Delegated Manager of Accounting Department(March 17, 1945)
2000
Audit & Supervisory Board Member (Full-Time) of Tokio
Reappointment
Marine & Fire Insurance Co., Ltd.
Outside–2008
Supervisor of Office of Audit Committee of Japan Post
Independent
Insurance Co., Ltd.
2012
Auditor of NPO Institute of Intelligence Studies (current
Number of years serving in post
position)
4
2015
Audit & Supervisory Board Member of the Company(current position)[Significant concurrent positions outside the Company]
Auditor of NPO Institute of Intelligence Studies
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company proposes the election of Kuniyuki Suda as outside Audit & Supervisory Board Member so that his many years ofexperience and considerable knowledge concerning finance and accounting developed through about 40 years of work at Tokio
Marine & Nichido Fire Insurance Co., Ltd.
(Notes) 1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. Kuniyuki Suda is a candidate for outside Audit & Supervisory Board Member. The Company has submitted notification
to Tokyo Stock Exchange, Inc. concerning his appointment as an independent officer as provided for by the
aforementioned exchange. If the reelection of Kuniyuki Suda is approved, the Company plans for his appointment as anindependent officer to continue.
3. Limited liability agreements with outside Audit & Supervisory Board Member
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Kuniyuki Suda 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, and if the reappointment of Kuniyuki Suda is approved, the Company plans torenew the aforementioned agreement with him.

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Proposal No. 5

Election of One Substitute Director

As there is planned to be only one inside Director, Nobuaki Komori, the Company requests approval for theelection of one substitute Director in preparation for cases where he becomes unavailable.
Furthermore, in regard to the appointment of the candidate for substitute 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 candidate for substitute Director is as follows:
Name(Date of birth)

Career summary, position, and responsibility in the Company
2003
2010
2013
2016
2016

Tatsuhiko Kamei(April 1, 1981)

2016
2016
2018
2018

Joined 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
Director of Anicom Frontier, Inc.
Managing Executive Officer of the Company (current
position)
Director of Anicom Specialty Medical Institute, Inc. (current
position)

Number of theCompany’s shares
owned

1,500 shares(Responsibility)
Corporate Planning Department, Healthy Lifespan Extension Department[Significant concurrent positions outside the Company]
Director of Anicom Specialty Medical Institute, Inc.
Director of Celltrust Animal Therapeutics Co., Ltd.
Reasons for nomination as candidate for substitute Director
The Company proposes his appointment as substitute 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, in addition to his specialized knowledge
and experience cultivated through his experience working at the Financial Services Agency and the Tokyo Stock Exchange, Inc.
Note: There is no special interest between the candidate and the Company.

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