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 other formsof damages arising from the translation.

Securities code: 1879
June 5, 2024
(Starting date of the measures for electronic provision: June 4, 2024)
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 60TH 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 60th 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 60TH 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 26, 2024.

-1-1. Date and Time:Thursday, June 27, 2024 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 60th Fiscal Year (April 1, 2023–March 31, 2024) 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 60th Fiscal
Year (April 1, 2023–March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of Three (3) Audit & Supervisory Board Members
Proposal 3:
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.
(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
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¥38 per share of common stock of the Company
Total: ¥2,222,610,462* The annual dividend for the fiscal year under review, including the interim dividend,
will be ¥53 per share.
(2) Effective date of dividends of surplus
June 28, 2024
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:¥8,000,000,000(2) Item and amount of surplus to increase
General reserve:¥8,000,000,000-3-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[Reappointment]

General Manager, Construction Headquarters
Director, Senior 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
joint-stock 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
April 2010
Representative Director and Vice President,
200,000
GeneralManager, 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
November 1976
April 1996

3

4

Number ofshares of theCompany held

Joined the Company
General Manager, Construction Department I,
Construction Headquarters
June 1999
Director
June 2005
Managing Director, General Manager, Technology
Headquarters
April 2009Managing Director, Senior General Manager,
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
June 2022
Representative Director, Vice President andExecutive 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
June 2022
Director, Vice President and Executive Officer,
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.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1991

5

6

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
June 2006
Joined the Company
June 2008
Executive Officer, General Manager, Corporate
Planning Office
June 2010
Director, General Manager, Management
Headquarters
and General Manager, Corporate
Naeki Takahashi
2,700
Planning
Office(October 29, 1966)
June 2014
Director, Managing Executive Officer, General
Manager, Management Headquarters, General
Manager, Corporate Planning Office
June 2023
Director, Senior Managing Executive Officer,
General Manager, Management Headquarters,
General Manager, Corporate Planning Office (topresent)[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)
April 2007
Joined the Company
April 2015
Executive Officer, General Manager, Real Estate
Development Department, Development Business
Headquarters
June 2018
Director, Executive Officer, General Manager,
Yasuhito Kanetsuna
Real Estate Development Department,
464(September 22, 1975)
Development Business Headquarters
June 2021
Director, Managing Executive Officer, General
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
June 2015
Director, the Company (to present)(June 30, 1972)—
Outside Director

7[Significant concurrent position]
Attorney, Shibadaimon Law Firm

[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. He has neverbeen directly involved in corporate management except serving as Outside Director, but for the reasons statedabove, we 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. He has never been directly involved incorporate management, but for the reasons stated above, we consider that he can perform the duties of an
Outside Director appropriately.
October 1998
Joined Asahi & Co. (currently KPMG AZSA LLC)
January 2005
Seconded to the Securities and Exchange
Surveillance Commission, Financial Services
Agency with a limited term of two years
May 2016
Partner, KPMG AZSA LLC
July 2021
Representative Partner, Oshima Tax and
Koji Oshima
Consulting (to present)
July 2021
Representative, Koji Oshima CPA Firm (to(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 nine (9) years, and Mr. Tatsuya
Suzuki and Mr. Koji Oshima will have served as Outside Director for two (2) years 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 thecandidates.

- 10 -

Proposal 3:

Election of Three (3) Audit & Supervisory Board Members

At the conclusion of this General Meeting of Shareholders, the terms of office of three (3) Audit &Supervisory Board Members—Hidenori Kameoka, Osamu Kimura and Naoaki Yoshikawa—will expire.
Accordingly, the Company proposes to elect three (3) Audit & Supervisory Board Members.
The Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Member are as follows.
No.

Name

1

Hidenori Kameoka

2

Osamu Kimura

3

Naoaki Yoshikawa

Current positions at the Company[Reappointment][Reappointment][Outside][Reappointment][Outside]

Full-time Audit & Supervisory Board Member
Audit & Supervisory Board Member
Audit & Supervisory Board Member- 11 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
April 1984

1

2

Number ofshares of theCompany held

Joined Aoki Corporation (currently Asunaro Aoki
Construction Co., Ltd.)
September 2005 Joined the Company
Hidenori Kameoka—
April 2008
General Manager, Finance Department,(April 3, 1961)
Management Headquarters
June 2016
Full-time Audit & Supervisory Board Member (topresent)[Reason for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Hidenori Kameoka is well versed in the Company’s financial operations and has excellent personality andinsight, as well as a remarkable track record as an Audit & Supervisory Board Member of the Company. We,
therefore, nominate him as a candidate for Audit & Supervisory Board Member.
April 1981
Joined The Chiba Bank, Ltd.
June 2010
Executive Officer, General Manager of Branch
Support Department, The Chiba Bank, Ltd.
June 2012
Director and Managing Executive Officer, The
Chiba Bank, Ltd.
Osamu Kimura
June 2014
Director and Senior Executive Officer, Head of(June 3, 1957)—
Business Promotion Management Division, The
Chiba Bank, Ltd.
OutsideJune 2016
Representative Director and Deputy President, The
Chiba Bank, Ltd.
June 2019
President, Chibagin Securities Co., Ltd.
June 2020
Audit & Supervisory Board Member, the Company(to present)[Reason for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Osamu Kimura has been involved in management of other companies for many years. He has abundant
experience and broad insight as a business executive, and his personality and insight are excellent. We,
therefore, nominate him as a candidate for Outside Audit & Supervisory Board Member.

- 12 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1975

3

Administration and Legal Division, Planning and
Administration Department, Sapporo Regional
Taxation Bureau
July 2013
District Director, Hagi Tax Office, Hiroshima
Regional Taxation Bureau
July 2015
Director, Information Technology Division, First
Naoaki Yoshikawa
Large Enterprise Department, Tokyo Regional(February 1, 1957)—
Taxation Bureau
July 2016
District Director, Kashiwa Tax OfficeOutsideAugust 2017
Representative, Naoaki Yoshikawa Tax
Accountant Office (to present)
June 2021
Audit & Supervisory Board Member, the Company(to present)[Significant concurrent position]
Representative, Naoaki Yoshikawa Tax Accountant Office[Reason for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Naoaki Yoshikawa has expert knowledge, experience, etc. developed through his career as a certified
public tax accountant, and his personality and insight are excellent. We, therefore, nominate him as a candidate
for Outside Audit & Supervisory Board Member.

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Mr. Osamu Kimura and Mr. Naoaki Yoshikawa are candidates for Outside Audit &Supervisory Board Member.
3. Mr. Osamu Kimura will have served as Outside Audit & Supervisory Board Member for four(4) years, and Mr. Naoaki Yoshikawa will have served as Outside Audit & Supervisory Board
Member for three (3) years at the conclusion 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 Audit & Supervisory Board Members to limit their liability
stipulated in Article 423, Paragraph 1 of the Act. If this proposal is approved, the Company
will conclude the liability limitation agreements with Mr. Hidenori Kameoka, Mr. Osamu
Kimura, and Mr. Naoaki Yoshikawa. The contents of these agreements will be as stated below.
 If an Audit & Supervisory Board Member is held liable for damages to the Company as aresult 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 Audit & Supervisory Board
Member performs his duties that cause the liability in good faith and with no grossnegligence.
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 Audit & Supervisory Board Member will be insured under the contract. The Company
plans to renew the contract with the same contents at the next renewal.

- 13 -