(Securities code: 8707)

Date of Mailing: June 4, 2024

Start Date of Electronic Provision Measures: May 30, 2024

1-8-12 Imabashi, Chuo-ku, Osaka, JapanTO OUR SHAREHOLDERS

IwaiCosmo Holdings, Inc.

Chairman and CEO Yoshiaki Okitsu

Notice of the 85th Ordinary General Meeting of Shareholders
We are pleased to inform our shareholders of the 85th Ordinary General Meeting of Shareholders as described below. For theconvening of this Ordinary General Meeting of Shareholders, the information contained in the Reference Documents for the Ordinary
General Meeting of Shareholders, etc. is provided electronically and is posted on each of the websites on the Internet as the “Notice of
the 85th Ordinary General Meeting of Shareholders.” Please access any of the following websites to confirm the information.
 The Company’s website https://www.iwaicosmo-hd.jp/english(Please access the above website and select “Investor Relation” to confirm the information.) The Tokyo Stock Exchange’s website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the above website of the Tokyo Stock Exchange (TSE), enter the stock name (IwaiCosmo) or Stock Code (8707) tosearch for it, and select “Basic information” and “Documents for public inspection/PR information” in that order to confirm the “Noticeof General Shareholders’ Meeting /Informational Materials for a General Shareholders’ Meeting.”)

Those who are unable to attend the meeting may exercise their voting rights by an electronic method (via
the Internet, etc.) or in writing. Please exercise your voting rights by 5:00 p.m. on Thursday, June 20, 2024
by following the guidance below after examining the attached reference materials for the General Meeting of
Shareholders.

1. Date and time

10:00 a.m. on Friday, June 21, 2024 (Reception will begin at 9:00 a.m.)

2. Venue

Conference Room, 3rd floor of the Head Office of the Company
1-8-12 Imabashi, Chuo-ku, Osaka

3. Purpose of meeting
Matters to be reported

1. The Business Report and the Consolidated Financial Statements for the 85th fiscal year from April 1,
2023 through March 31, 2024, and Results of Audit by the Accounting Auditor and the Board of
Corporate Auditors on the Consolidated Financial Statements
2. The Non-Consolidated Financial Statements for the 85th fiscal year from April 1, 2023 through March
31, 2024

Matters to be resolved

Proposal 1

Election of Six (6) Directors

Proposal 2

Election of Two (2) Substitute Corporate Auditors~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
 In accordance with applicable laws and regulations and the provision of the Company’s Articles of Incorporation, the following matters
are not included in the documents sent to the shareholders who have requested delivery of documents.
• Business Report “Overview of the system and the status of operation to ensure proper business of the Company”• Consolidated financial statements: “Consolidated Statements of Changes in Equity” and “Notes to the Consolidated Financial
Statements”• Non-consolidated financial statements: “Non-consolidated Statements of Changes in Equity” and “Notes to the Non-consolidated
Financial Statements”
Please note that the above-mentioned “Consolidated Statements of Changes in Equity,” “Notes to the Consolidated Financial
Statements,” “Non-consolidated Statements of Changes in Equity” and “Notes to the Non-consolidated Financial Statements” areincluded in the consolidated financial statements and non-consolidated financial statements which were audited by the Accounting
Auditor when preparing the Accounting Audit Report and by the Corporate Auditors and the Board of Corporate Auditors when
preparing the Audit Report.
Furthermore, the above-mentioned “Overview of the system and the status of operation to ensure proper business of the Company” isincluded in the business report which was audited by the Corporate Auditors and the Board of Corporate Auditors when preparing the
Audit Report.

 If there are any revisions to the electronic provision measures matters, such revisions will be posted on each of the above-mentioned
websites.
 After the General Meeting of Shareholders is concluded, the contents of the resolutions adopted at the meeting will be posted on theabove-mentioned website of the Company.

2

Reference Materials for the General Meeting of Shareholders
Proposal 1: Election of Six (6) Directors
As the terms of office of all six Directors will expire upon the conclusion of this General Meeting of Shareholders, theCompany proposes to elect six Directors.
The details of the proposal were reviewed by the “Nominating and Compensation Committee,” the majority of themembers of which are Outside Directors, serving as an advisory body to the Board of Directors, and approved by
the Board of Directors.
The candidates for Directors are as follows:
No. of Candidate

1

Yoshiaki Okitsu(Date of birth: January 23, 1941)

Number of the Company’s shares owned:

30,000Reason for nomination as candidate for
DirectorMr. Yoshiaki Okitsu has led the Company as
Representative Director, contributing to theimprovement of the corporate value of the Group asa whole. Furthermore, he has extensive managerial
experience, deep insight, and sound judgment.
Based on his proven track record thus far, theCompany proposes his re-election as Director.

No. of Candidate

2

Takao Sasakawa(Date of birth: November 23, 1972)

Number of the Company’s shares owned:

266,000

Reason for nomination as a candidate for
Director

Mr. Takao Sasakawa has fulfilled his duties in an
appropriate manner, assuming responsibilities for awide range of business divisions. Presently, he isengaging in the enhancement of the Group’sbusinesses as Representative Director. Based on his
proven track record thus far, the Company proposes
his re-election as Director.

Career summary, positions, and areas of responsibility in the
Company, and important concurrent positions outside the Company
Aug. 1984 Joined Iwai Securities Co., Ltd. (currently, IwaiCosmo
Holdings, Inc.)
Jun. 1990 Director of the Company
Jun. 1991 Managing Director of the Company
Jun. 1993 Senior Managing Director, General Manager of the
Corporate Business Headquarters and the Tokyo
Headquarters of the Company
Jun. 1995 Representative Director and President of the Company
Apr. 2010 Representative Director and President of Iwai Securities
Establishment Preparation Co., Ltd.
Director and Chairman of Cosmo Securities Co., Ltd.
(currently, IwaiCosmo Securities Co., Ltd.)May 2012 Representative President of IwaiCosmo Securities Co., Ltd.
Nov. 2016 Chairman and CEO of the Company (to date)
Chairman and CEO of IwaiCosmo Securities Co., Ltd. (todate)(Important concurrent positions outside the Company)
Chairman and CEO of IwaiCosmo Securities Co., Ltd.

Career summary, positions, and areas of responsibility in the
Company, and important concurrent positions outside the Company
Nov. 2004 Joined Iwai Securities Co., Ltd. (currently, IwaiCosmo
Holdings, Inc.)
Jun. 2006 Director and General Manager of the Corporate Business
Headquarters of the Company
Apr. 2010 Director of Iwai Securities Preparation Co., Ltd.
Director of Cosmo Securities Co., Ltd. (currently,
IwaiCosmo Securities Co., Ltd.)
Director of Cosmo Enterprise Co., Ltd. (currently,
IwaiCosmo Business Service Co., Ltd.)May 2012 Director and General Manager of the Corporate Business
Headquarters and the Human
Resources Department, and responsible for the Dealing
Department of IwaiCosmo Securities Co., Ltd.
Jun. 2013 Senior Managing Director and Chief and General Managerof the Corporate Business
Headquarters, and General Manager of the Human
Resources Department of IwaiCosmo Securities Co., Ltd.
Jul. 2014 Managing Director and General Manager of the Sales
Headquarters of IwaiCosmo Securities Co., Ltd.
Jan. 2015 Senior Managing Director and Chief Manager of IwaiCosmo
Securities Co., Ltd.
Nov. 2016 President and COO of the Company (to date)President and COO of IwaiCosmo Securities Co., Ltd. (todate)
Jan. 2017 Representative Director and President of IwaiCosmo
Business Service Co., Ltd. (to date)(Important concurrent positions outside the Company)
President and COO of IwaiCosmo Securities Co., Ltd.
Representative Director and President of IwaiCosmo Business Service
Co., Ltd.

4

No. of Candidate

3

Yasuhiro Matsuura(Date of birth: May 18, 1964)

Career summary, positions, and areas of responsibility in the
Company, and important concurrent positions outside the Company
Apr. 1988
Jun. 2014
Jul. 2014

Number of the Company’s shares owned:

600

Reason for nomination as a candidate for
DirectorMr. Yasuhiro Matsuura led the Sales Headquarters
for many years and has abundant experience. Basedon his proven track record thus far, the Company
proposes his re-election as Director.

No. of Candidate

4OutsideOfficer

Yusuke Saraya(Real name: Shiro Saraya)(Date of birth: May 30, 1951)

Independent
OfficerNumber of the Company’s shares owned:
None
Number of years in office as Outside Director:
9

Reason for nomination as a candidate for
Outside Director and outline of expected
role, etc.

Mr. Yusuke Saraya has been engaged in corporate
management for many years and has abundant
experience and deep insight in many areas. He has
also appropriately supervised our management as
Outside Director since 2015. Based on his proventrack record thus far, the Company expects that Mr.
Saraya will appropriately perform a valuable
supervisory role and provide advice from neutral andobjective viewpoints, and thus it proposes his reelection as Outside Director.

No. of Candidate

5OutsideOfficer

Takako Igaki(Date of birth: October 4, 1946)(Female)Independent
OfficerJan. 2015
Jun. 2016
Jun. 2017
Jun. 2019

Joined Cosmo Securities Co., Ltd. (currently, IwaiCosmo
Securities Co., Ltd.)
Director of Iwai Cosmo Securities Co., Ltd. serving as theChief of the Kinki Block
Deputy General Manager of the Sales Headquarters of Iwai
Cosmo Securities Co., Ltd.
General Manager of the Sales Headquarters of Iwai Cosmo
Securities Co., Ltd. (to date)
Managing Director of Iwai Cosmo Securities Co., Ltd.
Director of the Company (to date)Senior Managing Director of IwaiCosmo Securities Co., Ltd.
(to date)(Important concurrent positions outside the Company)
Senior Managing Director and General Manager of the Sales
Headquarters, IwaiCosmo Securities Co., Ltd.

Career summary, positions, and areas of responsibility in the
Company, and important concurrent positions outside the Company
Jan. 1976 Joined Saraya Co., Ltd. Director and Plant Manager
Feb. 1998 Representative Director and President of Saraya Co., Ltd.
(to date)Feb. 1998 Representative Director and President of Tokyo Saraya Co.,
Ltd.
Feb. 2012 Representative Director and Chairman of Tokyo Saraya Co.,
Ltd. (to date)Jun. 2015 Outside Director of the Company (to date)(Important concurrent positions outside the Company)
Representative Director and President of Saraya Co., Ltd.
Representative Director and Chairman of Tokyo Saraya Co., Ltd.

Career summary, positions, and areas of responsibility in the
Company, and important concurrent positions outside the Company
Mar. 1991 Representative Director and President of Healthy City
Design Institute Co., Ltd. (to date)Nov. 2011 Representative Director and President of HRJ, Inc. (to date)Jun. 2021 Outside Director of the Company (to date)

Number of the Company’s shares owned:
None
Number of years in office as Outside Director:
3

Reason for nomination as a candidate for
Outside Director and outline of expected
role, etc.

Ms. Takako Igaki has been engaged in corporate
management for many years and has abundant
experience and deep insight in many areas. She has
also appropriately supervised our management as
Outside Director since 2021. Based on her proventrack record thus far, the Company expects that Ms.
Igaki will appropriately perform a valuable
supervisory role and provide advice from neutral andobjective viewpoints, and thus it proposes her reelection as Outside Director.

5(Important concurrent positions outside the Company)
Representative Director and President of Healthy City Design Institute Co.,
Ltd.
Representative Director and President of HRJ, Inc.

No. of Candidate

6OutsideOfficer

Junko Takechi(Date of birth: December 28, 1971)(Female)Independent
OfficerNumber of the Company’s shares owned:
None
Number of years in office as Outside Director: One

Reason for nomination as a candidate for
Outside Director and outline of expected
role, etc.

Ms. Junko Takechi has expertise and abundant
experience as an attorney at law. She has also
appropriately supervised our management as
Outside Director since 2023. Based on her proventrack record thus far, the Company expects that Ms.
Takechi will provide us with advice from a legal pointof view, and thus it proposes her re-election as
Outside Director.

Career summary, positions, and areas of responsibility in the
Company, and important concurrent positions outside the Company
Apr. 1999
Jan. 2006
Jun. 2014
Oct. 2021
Jun. 2023

Registered as an attorney at law (Osaka Bar Association)
Joined Midosuji Low Firm (Currently, Midosuji LPC)
Partner, Midosuji LPC (to date)Outside Director of Furusato Industries, Ltd.
Outside Director of Maruka Furusato Corporation (to date)Outside Director of the Company (to date)(Important concurrent positions outside the Company)
Partner, Midosuji LPC
Outside Director of Maruka Furusato Corporation(Notes)
1. In order to secure fairness, objectivity and transparency in terms of procedures concerning the nomination, compensation, etc. of
directors, the Company has established the “Nominating and Compensation Committee,” the majority of the members of which are
Outside Directors, serving as an advisory body to the Board of Directors and aiming to improve corporate governance.
2. There are no special interests between the Company and any candidate.
3. Mr. Yusuke Saraya, Ms. Takako Igaki and Ms. Junko Takechi are candidates for Outside Directors. They satisfy the requirements forindependent directors based on the regulations of the TSE. Once they are elected as proposed, the Company intends to notify theTSE of the re-election of Mr. Yusuke Saraya, Ms. Takako Igaki and Ms. Junko Takechi as Independent Officers.
4. The Company has entered into a contract with Mr. Yusuke Saraya, Ms. Takako Igaki and Ms. Junko Takechi to limit the liability fordamages provided for in Article 423, paragraph 1 of the Companies Act, based on the provisions of the Articles of Incorporation. The
maximum amount of liability for damages under such contracts is the amount stipulated in the relevant law. If their elections areapproved at the General Meeting of Shareholders, the Company intends to extend these limited liability contracts.
5. The Company has entered into Director Liability Insurance with an insurance company under Article 430-3, paragraph 1 of theCompanies Act, under which all Directors and Corporate Auditors are insured. If an insured person is subject to a claim for damages,
including any compensation for damage or legal expenses, any such amount will be covered by the Director Liability Insurance. The
six (6) director candidates will be classified as insured persons under such insurance contracts.
6. The 266,000 shares owned by Takao Sasakawa are held by his asset management company.

[Reference] Skill Matrix for Directors and Corporate Auditors
The skill matrix for Directors and Corporate Auditors is as follows if Proposal 1 is approved as proposed in theoriginal content.
Name

Position in the
Company

Yoshiaki Okitsu
Takao Sasakawa

Management

Securities
business

Chairman and CEOPresident and COOAttributes

Yasuhiro Matsuura Director

Legalbusiness

Finance &accounting

Yusuke Saraya

Director[Outside Officer] [Independent
Officer]

Takako Igaki

Director[Outside Officer] [Independent
Officer] (Female)Junko Takechi

Director[Outside Officer] [Independent
Officer] (Female)

Toshiharu Takeuchi

Full-time Corporate
AuditorSaeko Kuwaki

Corporate Auditor[Outside Officer] [Independent
Officer] (Female)

Hiroshi Morimoto

Corporate Auditor[Outside Officer] [Independent
Officer]






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Proposal 2: Election of Two (2) Substitute Corporate Auditors
The Company proposes to elect two (2) Substitute Corporate Auditors in preparation for a case where the number of
the Company’s corporate auditors falls short of the number required by laws and regulations. Among the twocandidates for the Substitute Corporate Auditors, Mr. Yoshihiro Mitani is a substitute for Mr. Toshiharu Takeuchi,
Corporate Auditor, and Mr. Koji Okano is a substitute for Ms. Saeko Kuwaki or Mr. Hiroshi Morimoto, Outside
Corporate Auditors.
The Company has obtained the consent of the Board of Corporate Auditors for the proposal.
The candidates for the Substitute Corporate Auditors are as follows:
No. of Candidate

1

Yoshihiro Mitani(Date of birth: June 18, 1960)

Career summary and positions in the Company, and importantconcurrent positions outside the Company
Apr. 1979
Jun. 2004

Number of the Company’s shares owned:

1,000

May 2012
Jun. 2017

Reason for nomination as a candidate for
Substitute Corporate Auditor

Since he joined the Company, Mr. Yoshihiro Mitani
has been engaged in sales administration, andfinance- and accounting-related duties, thus having
wide-ranging experience and knowledge of corporate
administration and finance and accounting. He has
also previously served as a Corporate Auditor for
one term (four years). Therefore, the Company
proposes his election as Substitute Corporate
Auditor.

OutsideOfficer

Koji Okano(Date of birth: October 13, 1978)

Independent
OfficerNumber of the Company’s shares owned:(Important concurrent positions outside the Company)
General Manager, Finance Department of IwaiCosmo Securities Co., Ltd.

Career summary and positions in the Company, and importantconcurrent positions outside the Company

No. of Candidate

2Jun. 2021

Joined Osakaya Securities Co., Ltd. (currently, IwaiCosmo
Securities Co., Ltd.)
General Manager, Accounting Department of Cosmo
Securities Co., Ltd. (currently, IwaiCosmo Securities Co.,Ltd.)
Deputy General Manager, Finance Department of
IwaiCosmo Securities Co., Ltd.
Corporate Auditor of the Company
Corporate Auditor of IwaiCosmo Securities Co., Ltd.
Corporate Auditor of IwaiCosmo Business Service Co., Ltd.
General Manager, Finance Department of IwaiCosmo
Securities Co., Ltd. (to date)

Dec. 2008
Jan. 2009
Jan. 2017
Jun. 2023

Registered as an attorney at law (Osaka Bar Association)
Joined Midosuji LPC
Partner, Midosuji LPC (to date)Outside Director, Eidai Co., Ltd. (to date)

None

Reason for nomination as a candidate for
Substitute Outside Corporate Auditor

Mr. Koji Okano has expertise and abundant
experience as an attorney at law. Based on his
proven track record thus far, the Company expects
that Mr. Okano will provide us with advice from alegal point of view, and thus it proposes his election
as Substitute Outside Corporate Auditor.

(Important concurrent positions outside the Company)
Partner, Midosuji LPC
Outside Director, Eidai Co., Ltd.

(Notes)1. There are no special interests between the Company and any candidate.
2. Mr. Koji Okano is a candidate for Substitute Outside Corporate Auditor.
3. Once Mr. Koji Okano takes office as Corporate Auditor, the Company intends to notify the Tokyo Stock Exchange of his
status as an Independent Officer under its regulations.
4. Once Mr. Koji Okano takes office as Corporate Auditor, the Company intends to enter into a contract with him, limiting
liability for damages provided for in Article 423, paragraph 1 of the Companies Act to the amount stipulated under Article
425, paragraph 1 of the same Act.
5. The Company has entered into Director Liability Insurance with an insurance company under Article 430-3, paragraph 1of the Companies Act, under which all Directors and Corporate Auditors are insured. If an insured person is subject to aclaim for damages, including any compensation for damage or legal expenses, any such amount will be covered by the
Director Liability Insurance. Once Mr. Yoshihiro Mitani and Mr. Koji Okano take office as Corporate Auditors, both ofthem will be included in the insured under the relevant insurance agreement.
End of Document7