This document has been translated from part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 1879
June 7, 2023
(Starting date of the measures for electronic provision: June 2, 2023)
To Shareholders with Voting Rights:
Katsushi Takami
Representative Director andPresident
SHINNIHON CORPORATION
1-4-3 Hibino, Mihama-ku,
Chiba-shi, Chiba Prefecture, JapanNOTICE OF
THE 59TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 59th Annual General Meeting of Shareholders of SHINNIHONCORPORATION (the “Company”) will be held as described below.
The Company has taken measures for the electronic provision in convening this General Meeting of
Shareholders, and posted the matters to be provided electronically on the following website under“NOTICE OF THE 59TH ANNUAL GENERAL MEETING OF SHAREHOLDERS.”The Company’s website:
https://www.shinnihon-c.co.jp/ir/shareholders/
In addition to the above, the materials to be provided electronically are also disclosed on the following
website.
Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information thus disclosed, please access the website above, enter our company name or
securities code, click “Search,” and select “Basic information” and then “Documents for public
inspection/PR information.”
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. We ask that you review the Reference Materials for the General Meeting of Shareholders
included in the matters to be provided electronically, indicate your votes for or against each of the
proposals in accordance with the Guide to Exercising Voting Rights below, and exercise your voting
rights no later than 5:30 p.m. on Wednesday, June 28, 2023.

-1-1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time
(Reception opens at 9:30 a.m.)

2. Place:

Meeting room on 12th floor, Shinnihon Building
1-4-3 Hibino, Mihama-ku, Chiba-shi, Chiba Prefecture, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 59th Fiscal Year (April 1, 2022–March 31, 2023) and resultsof audits by the Accounting Auditor and the Audit & Supervisory Boardof the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 59th Fiscal
Year (April 1, 2022–March 31, 2023)
Proposals to be resolved:<Company proposals (Proposal 1 and Proposal 2)>
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:<Shareholder proposals (Proposal 3 and Proposal 4)>
Appropriation of Surplus
Proposal 3:
Acquisition of Treasury Shares
Proposal 4:
4. Other Matters Determined for Convocation of the General Meeting of Shareholders(1) If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form,it shall be deemed a vote of approval for the company proposals and a vote of disapproval for theshareholder proposals.
(2) If a shareholder exercises the voting rights both in writing and via the Internet, the vote via theInternet shall be deemed valid. If a shareholder exercises the voting rights more than once via theInternet, the last vote shall be deemed valid.
◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎The printed documents you have received also serves as documents containing the matters to be provided
electronically which are provided upon the request for delivery of it. Pursuant to the provisions of laws andregulations as well as Article 15 of the Company’s Articles of Incorporation, the following items are notincluded in the documents. Accordingly, such documents include part of documents audited by Audit &Supervisory Board Members and the Accounting Auditor in preparing their respective Audit Reports.
- Systems and Policies of the Company in the Business Report- Notes to Consolidated Financial Statements in the Consolidated Financial Statements- Notes to Non-consolidated Financial Statements in the Non-consolidated Financial Statements◎Any updates to the matters to be provided electronically will be posted on the relevant websites where suchmatters are posted.

-2-

Reference Materials for the General Meeting of Shareholders<Company proposals (Proposal 1 and Proposal 2)>
Proposals and Reference Matters
Proposal 1:

Appropriation of Surplus

We propose to appropriate surplus as below.
1. Matters concerning year-end dividends
Considering the need to pay stable dividends and our business results for the fiscal year underreview, we propose to increase year-end dividends as indicated below.
(1) Matters concerning dividends paid to shareholders on dividend property and total amount ofdividends¥17 per share of common stock of the Company
Total: ¥994,328,589* The annual dividend for the fiscal year under review, including the interim dividend,
will be ¥27 per share.
(2) Effective date of dividends of surplus
June 30, 2023
2. Matters concerning other appropriation of surplus
To ensure sound business development and improve our financial strength in view of the futurebusiness environment, we also propose to appropriate surplus as below.
(1) Item and amount of surplus to decrease
Retained earnings brought forward:¥10,000,000,000(2) Item and amount of surplus to increase
General reserve:¥10,000,000,000-3-Proposal 2:

Election of Nine (9) Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all nine (9) Directors
will expire. Accordingly, the Company proposes to elect nine (9) Directors.
The candidates for Director are as follows.
No.

Current positions and responsibilities
at the Company

Name

1

Kazuo Kanetsuna[Reappointment]

Chairman and Director

2

Katsushi Takami[Reappointment]

Representative Director, President and Chief
Executive Officer
Representative Director, Vice President andExecutive Officer

3

Masayuki Suzuki[Reappointment]

Senior General Manager, Construction Headquarters
and General Manager, Production Management
Headquarters
Director, Vice President and Executive Officer

4

Junichi Mikami

General Manager, Construction Headquarters[Reappointment]

Director, Managing Executive Officer
5

Naeki Takahashi[Reappointment]

General Manager, Management Headquarters andGeneral Manager, Corporate Planning OfficeDirector, Managing Executive Officer

6

Yasuhito Kanetsuna

7

Shinji Takahashi

8

Tatsuya Suzuki

9Koji Oshima[Reappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

General Manager, Real Estate Development
Department, Development Business Headquarters
and General Manager, Yokohama Branch
Director

Director

Director

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1964
February 1969

Kazuo Kanetsuna(March 28, 1940)
1

June 2013
April 2019
June 20192

Established Kanetsuna Komuten LLC
Representative Director and President
Reorganized Kanetsuna Komuten LLC into a jointstock corporation
Appointed Representative Director and President(the Company was renamed SHINNIHONCORPORATION in April 1972.)
Representative Director, Chairman and Executive
Officer, the Company
Director
Chairman and Director (to present)

Number ofshares of theCompany held

16

[Reason for nomination as a candidate for Director]
As the founder of the Company, Mr. Kazuo Kanetsuna has been involved in the management of the Company
for many years. We believe that he can use his experience to supervise the management of the Company. We,
therefore, nominate him as a candidate for Director.
April 1989
Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
April 2003
Joined the Company
April 2004
General Manager, Management Headquarters
June 2004
Director
June 2007
Managing Director
June 2009
Representative Director and Vice President
Katsushi Takami
Representative Director and Vice President,
April 2010
200,000
General Manager, Construction Sales Headquarters(November 21, 1964)
June 2013
Representative Director, President and Chief
Executive Officer (to present)[Significant concurrent positions]Representative Director and President, SHINNIHON COMMUNITYCORPORATION
Representative Director and President, SHINNIHON FUDOSAN
CORPORATION
Representative Director and Chairman, KEN KEN Co., Ltd.
[Reason for nomination as a candidate for Director]
Serving as President to steer the Company, Mr. Katsushi Takami is well versed in its businesses. We, therefore,
nominate him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager, Construction Department I,
Construction Headquarters
Director
June 1999
Managing Director, General Manager, Technology
June 2005
Headquarters
Managing Director, Senior General Manager,
April 2009
Construction Headquarters
September 2012 Managing Director, General Manager, Production
Management Headquarters
Masayuki Suzuki
12,336June
2013
Director, Senior Managing Executive Officer,(October 11, 1955)
General Manager, Production Management
Headquarters
June 2018
Director, Vice President and Executive Officer,
Senior General Manager, Construction
Headquarters and General Manager, Production
Management Headquarters
Representative Director, Vice President andJune 2022
Executive Officer, Senior General Manager,
Construction Headquarters and General Manager,
Production Management Headquarters (to present)[Reason for nomination as a candidate for Director]
Having been involved primarily in Construction divisions and Purchasing divisions since joining the Company,
Mr. Masayuki Suzuki is well versed in its businesses. We, therefore, nominate him as a candidate for Director.
April 1979
Joined the Company
April 2005
Executive General Manager, Construction
Department V, Construction Headquarters
June 2005
Director
April 2012
Director, General Manager, Construction
Headquarters
Junichi Mikami
10,000June
2013
Director, Managing Executive Officer, General(August 22, 1955)
Manager, Construction Headquarters
June 2018
Director, Senior Managing Executive Officer,
General Manager, Construction Headquarters
Director, Vice President and Executive Officer,
June 2022
General Manager, Construction Headquarters (topresent)[Reason for nomination as a candidate for Director]
Having been involved primarily in Construction divisions since joining the Company, Mr. Junichi Mikami iswell versed in its businesses. We, therefore, nominate him as a candidate for Director.
November 1976
April 1996

3

4

Number ofshares of theCompany held

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
June 2006
Joined the Company
June 2008
Executive Officer, General Manager, Corporate
Planning Office
Naeki Takahashi
2,700
Director, General Manager, Management
June 2010(October 29, 1966)
Headquarters and General Manager, Corporate
Planning Office
June 2014
Director, Managing Executive Officer, General
Manager, Management Headquarters, General
Manager, Corporate Planning Office (to present)[Reason for nomination as a candidate for Director]
Having been involved primarily in Management divisions since joining the Company, Mr. Naeki Takahashi iswell versed in its businesses. We, therefore, nominate him as a candidate for Director.
September 2004 Joined Nissho Iwai Real Estate Corporation(currently Sojitz Corporation)
Joined the Company
April 2007
Executive Officer, General Manager, Real Estate
April 2015
Development Department, Development Business
Headquarters
Director, Executive Officer, General Manager,
June 2018
Yasuhito Kanetsuna
Real Estate Development Department,
464(September 22, 1975)
Development Business Headquarters
Director, Managing Executive Officer, General
June 2021
Manager, Real Estate Development Department,
Development Business Headquarters
October 2021
Director, Managing Executive Officer, General
Manager, Real Estate Development Department,
Development Business Headquarters and General
Manager, Yokohama Branch (to present)[Reason for nomination as a candidate for Director]
Having been involved primarily in Development divisions since joining the Company, Mr. Yasuhito Kanetsuna
is well versed in its businesses. We, therefore, nominate him as a candidate for Director.
April 1999
Registered as an attorney
Joined Shibadaimon Law Firm (to present)
Shinji Takahashi
Director, the Company (to present)
June
2015
(June 30, 1972)—[Significant concurrent position]
Outside Director
Attorney, Shibadaimon Law Firm
April 1991

5

6

7

Number ofshares of theCompany held

[Reason for nomination as a candidate for Outside Director and expected roles]
We nominate Mr. Shinji Takahashi as a candidate for Outside Director, expecting him to draw on his expert
knowledge and experience as an attorney to supervise management of the Company and contribute to theenhancement of corporate governance by providing advice regarding management as a whole. Although he has
never been directly involved in corporate management except serving as Outside Director, he has extensive
experience and specialized knowledge as an attorney and can provide accurate instruction and advice from an
objective standpoint. We, therefore, consider that he can perform the duties of an Outside Director
appropriately.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2005

8

9

Tatsuya Suzuki(August 1, 1955)

April 2008

Outside Director

April 2011
April 2013
July 2014
June 2022

April 2010

Employed by Chiba City
Chief, Planning Division, Planning and
Coordination Bureau, Chiba City
Assistant Director-General, Planning and
Coordination Bureau
Assistant Director-General, Urban Development
BureauDirector-General, Urban Development Bureau
Director-General, Comprehensive Policy Bureau
Deputy Mayor
Director, the Company (to present)

Number ofshares of theCompany held—

[Reason for nomination as a candidate for Outside Director and expected roles]
We nominate Mr. Tatsuya Suzuki as a candidate for Outside Director, expecting him to draw on the extensive
knowledge and experience that he has acquired through his many years of involvement in the administration of
Chiba City to supervise management of the Company and contribute to the enhancement of corporate
governance by providing advice regarding management as a whole. Although he has never been directly
involved in corporate management, he has extensive experience and specialized knowledge acquired throughhis many years of involvement in the administration of Chiba City and can provide accurate instruction andadvice from an objective standpoint. We, therefore, consider that he can perform the duties of an Outside
Director appropriately.
Joined Asahi & Co. (currently KPMG AZSA LLC)
October 1998
Seconded to the Securities and Exchange
January 2005
Surveillance Commission, Financial Services
Agency with a limited term of two years
Partner, KPMG AZSA LLC
May 2016
Representative Partner, Oshima Tax andJuly 2021
Koji Oshima
Consulting (to present)
Representative, Koji Oshima CPA Firm (to
July
2021
(May 12, 1974)—
present)
July 2021
Representative Director, OBR Corporation (toOutside Director
present)
June 2022
Director, the Company (to present)[Significant concurrent positions]Representative Partner, Oshima Tax and Consulting
Representative, Koji Oshima CPA Firm
Representative Director, OBR Corporation[Reason for nomination as a candidate for Outside Director and expected roles]
We nominate Mr. Koji Oshima as a candidate for Outside Director, expecting him to draw on his experience asa member of the Securities and Exchange Surveillance Commission and his expert knowledge and experience
as a certified public accountant and certified public tax accountant to supervise management of the Company
and contribute to the enhancement of corporate governance by providing advice regarding management as awhole.

-8-

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Mr. Shinji Takahashi, Mr. Tatsuya Suzuki, and Mr. Koji Oshima are candidates for Outside
Director. The Company plans to register them as Independent Directors as defined by the
Tokyo Stock Exchange.
3. Mr. Shinji Takahashi will have served as Outside Director for eight (8) years, and Mr. Tatsuya
Suzuki and Mr. Koji Oshima will have served as Outside Director for one (1) year at theconclusion of this Annual General Meeting of Shareholders.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has
concluded agreements with all Outside Directors to limit their liability stipulated in Article
423, Paragraph 1 of the Act. If the reappointment of Mr. Shinji Takahashi, Mr. Tatsuya
Suzuki, and Mr. Koji Oshima is approved, the Company will conclude similar liability
limitation agreements with them. The contents of these agreements will be as stated below.
 If a Director is held liable for damages to the Company as a result of negligence of his
duties, his liability shall be limited to the minimum liability amount stipulated in Article
425, Paragraph 1 of the Companies Act.
 The above limitation of liability shall only apply if the Director performs his duties thatcause the liability in good faith and with no gross negligence.
5. The Company has concluded a directors and officers liability insurance contract, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. The contract
covers legal damages and litigation expenses incurred by the insured person. All candidates
for Director will be insured under the contract. The Company plans to renew the contract
with the same contents at the next renewal.

-9-<Reference> Major areas of expertise and experience
No.

Name

Corporate
Technology
management

Accounting/ Legal/
Risk
Finance Compliance management

Sales

Marketing

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

1

Kazuo Kanetsuna〇

2

Katsushi Takami〇

3

Masayuki Suzuki

〇

〇

〇

〇

〇

4

Junichi Mikami

〇

〇

〇

〇

〇

5

Naeki Takahashi

〇

〇

〇

6

Yasuhito Kanetsuna

〇

〇

〇

7

Shinji Takahashi

〇

〇

8

Tatsuya Suzuki

〇

〇

9

Koji Oshima

〇

〇

〇

〇
〇

〇

〇

〇
〇

〇

* The table above does not indicate all capability, areas of knowledge, or areas of experience of the candidates.

- 10 -

<Shareholder proposals (Proposal 3 and Proposal 4)>
Proposal 3 and Proposal 4 were proposed by one shareholder.
Quoted below in the order of proposal are the original texts, including the titles and contents, fromthe shareholder proposals submitted by the proposing shareholder. Neither proposal in the shareholder
proposals included reasons for the proposal.
Proposal 3: Appropriation of Surplus
1. Contents of the proposal
Following the provisions of Article 453 and Article 454 of the Companies Act, ¥100 per shareof common stock shall be paid as dividends of surplus to shareholders at the end of the 59th Fiscal
Year, in addition to the appropriation of surplus proposed by the Company. The effective date of thedividends of surplus will be June 30, 2023.

<Opinion of the Board of Directors on Proposal 3>
The Board of Directors opposes this shareholder proposal.
The Company considers return of profit to shareholders over the long term as one of its prime
management policies. As such, the Company’s policy is to distribute its surplus based on its businessperformance while considering the maintenance and continuation of a stable dividend payment, andto strive to enhance the sufficiency of internal reserves to further improve our financial strength andprepare for future business development.
Under this basic policy, in Proposal 1, “Appropriation of Surplus” made by the Company, theCompany proposed to increase year-end dividends for the fiscal year ended March 31, 2023, to ¥17
per share, up by ¥5 from the start-of-year forecast, after taking into consideration the optimal balance
between growth investments in the real estate development business and enhancement of humancapital in future and shareholder returns. With the interim dividend of ¥10 yen per share, this makes
an annual dividend of ¥27 per share. Also, the Company forecasts its interim dividend to be ¥15 pershare and its year-end dividend to be ¥19 per share for the fiscal year ending March 31, 2024, making
the annual dividend for the year ¥34 per share, up by ¥7 year on year.
The world situation changes rapidly, and the business environment shows the increased
instability. Amid these circumstances, concerning this shareholder proposal of paying dividends of¥100 for the fiscal year ended March 31, 2023, in addition to those proposed by the Company in
Proposal 1, “Appropriation of Surplus,” the Company believes that it is not consistent with its basic
policies on shareholder returns as it does not take into full consideration the need to ensure financial
soundness given the risk associated with the real estate development business and continuously makegrowth investments and thus does not lead to the enhancement of the Company’s corporate value
over the long term.
For these reasons, the Board of Directors of the Company opposes this shareholder proposal.

- 11 -

Proposal 4: Acquisition of Treasury Shares
1. Contents of the proposal
Following the provisions of Article 156, Paragraph 1 of the Companies Act, the Company shallacquire its common stock in the total number of shares of up to 2,500,000 shares or for a totalacquisition cost of up to ¥2,500 million (or, the upper limit of the total acquisition cost permitted in
the Companies Act [the “Distributable Amount” defined in Article 461 of the Companies Act], if thetotal acquisition cost permitted in the Companies Act is below such an amount) by delivery of money
within 150 days after the conclusion of this Annual General Meeting of Shareholders.

<Opinion of the Board of Directors on Proposal 4>
The Board of Directors opposes this shareholder proposal.
As described in the opinion of the Board of Directors of the Company on Proposal 3, theCompany’s policy is to distribute its surplus based on its business performance while considering themaintenance and continuation of a stable dividend payment, and to strive to enhance the sufficiency
of internal reserves to further improve our financial strength and prepare for future businessdevelopment.
The Company considers the acquisition of treasury shares to be one of the ways of returning
profit to shareholders. As things stand now, however, the Company adheres to the basic policy ofreturning profit to shareholders by dividend payments for the purpose of stably returning its profit toshareholders over the long term.
For these reasons, the Board of Directors of the Company opposes this shareholder proposal.

- 12 -