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: 8881
June 5, 2020
To our shareholders:
Yukiyoshi Tsutsumi,
Representative Director and President
NISSHIN GROUP HOLDINGS Company, Limited
8-1, Shinjuku 5-chome, Shinjuku-ku, Tokyo

Notice of the 46th Annual General Meeting of Shareholders
You are cordially invited to attend the 46th Annual General Meeting of Shareholders of NISSHIN GROUPHOLDINGS Company, Limited (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 exercise your voting
rights by 6:00 p.m. on Wednesday, June 24, 2020 (JST).
1. Date and Time: Thursday, June 25, 2020, 10:00 a.m. (JST) (Doors open at 9:00 a.m.)
2. Venue:
Nakano Central Park Conference
10-2, Nakano 4-chome, Nakano-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 46th fiscal year (from April 1,
2019 to March 31, 2020), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 46th fiscal year (from April 1, 2019 to March 31,
2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors

1. If you attend the meeting, we request that you submit the enclosed voting form to the reception desk at the meeting.
2. Among the documents to be provided with this notice, the items below are posted on the Company’s website (https://www.nisshinhd.co.jp/) pursuant to laws and regulations, as well as Article 16 of the Articles of Incorporation.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements
3. We will post any modification to the Business Report, the Consolidated Financial Statements, the Non-consolidated Financial
Statements, and the Reference Documents for General Meeting of Shareholders on the Company’s website (https://www.nisshinhd.co.jp/).

-1-

Request for cooperation to help prevent the spread of the novel coronavirus disease (COVID-19)
We ask for the understanding and cooperation of our shareholders, and are providing the following information to
help prevent the spread of COVID-19.
[Requests to Shareholders]• Please pay attention to the status of the spread of COVID-19. Regardless of your physical condition, we
strongly recommend that you refrain from attending the meeting in person this year and exercise your voting
rights beforehand in writing or via the internet instead. Furthermore, we ask that senior citizens, people withpreexisting medical conditions, pregnant women and people with infants or toddlers exercise careful judgment,
and we strongly recommend that you exercise your voting rights beforehand in writing or via the internet.
• We ask that shareholders with symptoms such as fevers or coughing, or people who are suspected of having
symptoms related to COVID-19 refrain from attending the meeting in person. Such shareholders may berefused entry to the venue.
• We ask that shareholders attending the meeting take precautions to prevent infection, such as wearing a facemask.
[Measures by the Company]• Shareholders may have their temperature checked at reception. Shareholders will be restricted from entering if
a fever of 37.5 degrees Celsius or higher is confirmed.
• Staff members at the General Meeting of Shareholders may wear face masks after having their health checkedon the date of the meeting.
• The Company’s officers may also wear face masks.
• We ask for your cooperation in disinfecting your hands with alcohol disinfectant, which will be provided atvarious places in the venue.
• In order to minimize the risk of infection, shareholders’ seats will be placed with more space between seats
than usual.
• In order to prevent infection through hand-to-hand contact, gifts will not be provided.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company has given consideration to matters including continuation of stable dividends and the businessperformance of the fiscal year, and it proposes to pay year-end dividends for the 46th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥18 per common share of the Company
Total payment: ¥844,302,384(3) Effective date of dividends of surplus
June 26, 2020-3-

Proposal No. 2

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate No.
1
2
3
4
5
6
7
8

9

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Name

Current position in the Company

Attendance atBoard ofDirectors
meetings
12/12
12/12
12/12
12/12
12/12
12/12
12/12

Kazuo Kamiyama
Yukiyoshi Tsutsumi
Takashi Kamiyama
Hideki Kuroiwa
Takashi Sakairi
Toshiya Sato
Homare Morioka

Representative Director and Chairman
Representative Director and President
Representative Director and Senior Managing Director
Senior Managing Director
Director
Director
Director

Yoshio Aoshima

Outside Director

12/12

Masato Tamura

Outside Director

12/12

-4-

Candidate
No.

1

2

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
ownedMar. 1975
Established the Company, Representative
Director and President
Nov. 2000
Representative Director, President and Chief
Executive Officer
May 2004
Representative Director, Chairman and Chief
Executive Officer
Mar. 2008
Representative Director, Chairman, President
and Chief Executive Officer
Kazuo Kamiyama
Nov. 2011
Representative Director, Chairman and Chief
1,407,180 shares(January 8, 1946)
Executive Officer
Jan. 2020
Representative Director and Chairman (current
position)(Significant concurrent positions outside the Company)
Honorary Chairman of Japan Association of Home Suppliers
Representative Director of Enudhifakuta, Co., Ltd.
Representative Director and President of NISSHINCORPORATION USA, INC.
Reasons for nomination as candidate for Director
Kazuo Kamiyama has abundant experience and extensive insight as a manager, has demonstrated his abilities toactively interact in the industry and the business world, and has experience and capabilities appropriate as Director of
the Company. Therefore, the Company continues to nominate him as a candidate for Director.
Jan. 1986
Joined the Company
Nov. 2000
Executive Officer, and General Manager ofDevelopment Business Department
Dec. 2002
Director, Executive Officer, and General
Manager of Development Business Department
May 2004
Director, Managing Executive Officer, andGeneral Manager of Development Business
Department
June 2006
Director, Managing Executive Officer, and in
charge of Development Business
Apr. 2007
Director, Managing Executive Officer, and in
Yukiyoshi Tsutsumi
141,540 sharescharge of Development Business and Design(July 3, 1958)
July 2007
Director, Senior Managing Executive Officer,
and in charge of Development Business andDesignJune 2014
Representative Director, Senior Managing
Director, and in charge of Development
Business and Design
Apr. 2017
Representative Director and Vice President
Feb. 2019
Representative Director, President and Chief
Executive Officer
Jan. 2020
Representative Director and President (current
position)
Reasons for nomination as candidate for Director
As Yukiyoshi Tsutsumi has abundant experience and a track record in the development business field, and is alsofamiliar with the specifics of the real estate securitization business, the Company expects that he will be responsible forthe management of the Company as Representative Director. Therefore, the Company continues to nominate him as a
candidate for Director.

-5-Candidate
No.

3

4

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
July 2005
Director of Hirakawa Country Club Co., Ltd.
July 2014
General Manager of Forest Oaks Country Club,Inc.
July 2014
General Manager of Hunter’s Creek Golf
Course, Inc. (current position)
Takashi Kamiyama
14,140 shares(March 22, 1973)
May 2015
Representative Director and President of
Hirakawa Country Club Co., Ltd.
June 2015
Director of the Company
Apr. 2019
Representative Director and Senior Managing
Director (current position)
Reasons for nomination as candidate for Director
Being in charge of the management of Group companies, Takashi Kamiyama has keen insight based on his track record
and wide range of experience, having led the golf business with strong leadership, and has capabilities appropriate as
Director of the Company. Therefore, the Company continues to nominate him as a candidate for Director.
Apr. 1985
Joined the Company
Oct. 2005
General Manager of Accounting Department
Dec. 2008
Executive Officer, and General Manager of
Accounting Department
June 2014
Director, Executive Officer, and in charge of
Hideki Kuroiwa
40,050 shares
Finance and Accounting(October 5, 1962)
Feb. 2016
Managing Director, Executive Officer, and in
charge of Administration Division
Oct. 2017
Senior Managing Director, Executive Officer,
and in charge of Administration Division
Jan. 2020
Senior Managing Director (current position)
Reasons for nomination as candidate for Director
Hideki Kuroiwa has been involved in supervising the accounting and finance division of the Company and its groupcompanies (collectively, the “Group”) and has abundant experience in overall management operations, as well as
extensive insight appropriate as Director of the Company. Therefore, the Company continues to nominate him as a
candidate for Director.

-6-

Candidate
No.

5

6

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
ownedMar. 1990
Joined the Company
Oct. 2010
General Manager of Sales Department 2,
Yokohama Branch
June 2013
Executive Officer, and General Manager ofSales Department 2, Yokohama Branch
May 2014
Executive Officer, and General Manager ofSales Department 1, Yokohama BranchOct. 2014
Executive Officer, General Manager of
Yokohama Branch, and General Manager ofSales Department 1, Yokohama Branch
Takashi Sakairi
8,400 shares(April 5, 1967)
June 2015
Director, Executive Officer, and General
Manager of Yokohama Branch
Feb. 2019
Representative Director and President of
NISSHIN REAL ESTATE SALES Co., Ltd.
(currently NISSHIN REAL ESTATE Co., Ltd.)(current position)
Jan. 2020
Director of the Company (current position)(Significant concurrent positions outside the Company)
Representative Director and President of NISSHIN REALESTATE Co., Ltd.
Reasons for nomination as candidate for Director
Takashi Sakairi has extensive insight and capabilities appropriate as Director of the Company because he has abundant
experience and a track record in the sales field as Representative Director and President of NISSHIN REAL ESTATE
Co., Ltd. Therefore, the Company continues to nominate him as a candidate for Director.
Apr. 1977
Joined Fuwa Construction, Co., Ltd.
Apr. 1988
Joined the Company
Oct. 1990
Seconded to Nisshin Construction, Co., Ltd.
July 2002
General Manager of Design Department
May 2004
Director, and General Manager of Design
Department
Apr. 2007
General Manager of Design Department of theCompany
Toshiya Sato
June 2011
Representative Director and Senior Managing
93,000 shares(August 1, 1958)
Director of TADA CORPORATION
July 2011
Executive Officer, and General Manager of
Design Department of the Company
June 2014
Director (current position)
June 2018
Representative Director and President of TADA
CORPORATION (current position)(Significant concurrent positions outside the Company)
Representative Director and President of TADA
CORPORATION
Reasons for nomination as candidate for Director
Having been involved for many years in the design operations of the Company, Toshiya Sato has abundant experienceand a track record, and he has been in charge of the overall management as Representative Director at TADA
CORPORATION. He has insight and capabilities appropriate as Director of the Company. Therefore, the Company
continues to nominate him as a candidate for Director.

-7-

Candidate
No.

7

8

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
Apr. 1985
Joined Tama Cargo Distribution Center Co.,Ltd.
Dec. 1986
Joined the Company
Apr. 1999
General Manager of Leasing Department
June 2005
Representative Director and President ofNisshin Jyutaku Ryutu Co., Ltd. (currently
Homare Morioka
Nisshin Kanzai Co., Ltd.)41,620 shares(October 23, 1964)
June 2014
Director of the Company (current position)
Apr. 2016
Representative Director and President ofNisshin Kanzai Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Representative Director and President of Nissin Kanzai Co.,Ltd.
Reasons for nomination as candidate for Director
Serving as Representative Director of a Group company, Homare Morioka has deep knowledge and insight on a broad
range regarding the Group business, and the Company expects that he will demonstrate his abilities in promoting theGroup business as Director of the Company. Therefore, the Company continues to nominate him as a candidate for
Director.
Apr. 1970
Joined Homatsu Densan Co., Ltd.
Sept. 1994
Director, and General Manager of Sales
Department
Apr. 1996
Managing Director
Yoshio Aoshima
7,800 shares
Apr. 2000
Senior Managing Director(February 18, 1948)
Apr. 2006
Senior Advisor of Panasonic Consumer
Marketing Co., Ltd.
June 2015
Outside Director of the Company (current
position)
Reasons for nomination as candidate for outside Director
Yoshio Aoshima has provided useful advice on the overall management of the Company based on his abundant
experience and extensive insight as a member of the management who served as Director of Homatsu Densan Co., Ltd.
for many years. The Company expects that he will contribute to the enhancement of the governance based on his
abundant experience. Therefore, the Company continues to nominate him as a candidate for outside Director.

-8-

CandidateNo.

9Notes:

Name(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
July 1971
Joined Ministry of Construction (currently
Ministry of Land, Infrastructure, Transport andTourism)
July 1997
Assistant Commissioner in charge of Major
Metropolitan Areas Development Bureau of
National Land Agency (currently Ministry ofLand, Infrastructure, Transport and Tourism)
July 1998
Managing Director of Japan Parking Facilities
Promotion Organization
June 2002
Managing Director (Representative Director
Masato Tamura
and President) of West Japan Construction– shares(August 3, 1946)
Surety Co., Ltd.
July 2006
Senior Managing Director of Japan Associationof Housing Construction (currently Japan
Association of Home Suppliers)
June 2016
Outside Director of Seikitokyukogyo Co., Ltd.
(current position)
June 2016
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Outside Director of Seikitokyukogyo Co., Ltd.
Reasons for nomination as candidate for outside Director
As Masato Tamura has successively served for a long period in important posts at the Ministry of Construction, theNational Land Agency, etc., he has expertise on the real estate and construction industries to which the Group belongs,
and the Company expects that he will adequately fulfill his duty as outside Director of the Company. Therefore, theCompany continues to nominate him as a candidate for outside Director.
1. There is no special interest between any of the candidates and the Company.
2. Yoshio Aoshima and Masato Tamura are candidates for outside Director. The Company has submitted notification to theTokyo Stock Exchange that Yoshio Aoshima and Masato Tamura have been designated as independent officers asprovided for by the aforementioned exchange.
3. At the conclusion of this meeting, Yoshio Aoshima’s tenure as outside Director of the Company will have been five
years.
4. At the conclusion of this meeting, Masato Tamura’s tenure as outside Director of the Company will have been four years.
5. If Yoshio Aoshima and Masato Tamura are elected, the Company plans to enter into an agreement with each of them tolimit their liability for damages due to a failure to perform their duties pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is the amountprovided for by laws and regulations.
The aforementioned limitation of liability shall apply only when the outside Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liability.
6. The number of the Company’s shares owned by candidates for Director is current as of March 31, 2020.

-9-