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: 7037
Dispatch date: March 7, 2024
Start of measures for providing information in electronic format: March 1, 2024
To our shareholders:Hiroko Ikeuchi, President & CEO
teno.Holdings Company Limited
10-10, Kamigofukumachi, Hakata-ku, Fukuoka-shi

Notice of the Ninth Annual General Meeting of Shareholders
Notice is hereby given that the ninth Annual General Meeting of Shareholders of teno.Holdings Company Limited(the “Company”) will be held as detailed below.
When convening this general meeting of shareholders, the Company takes measures for providing information inelectronic format that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken), and posts this informationon the Company’s website. Please access the website using the internet address shown below to review theinformation.
Company’s website: https://www.teno.co.jp/ (in Japanese)(Please access the website above, then select from the menus in the following order: “Investor information,” “Shareinformation,” “General meeting of shareholders”)
In addition to posting items for which measures for providing information in electronic format are to be taken on theCompany’s website, we also post this information on the website of Tokyo Stock Exchange, Inc. (TSE) as follows.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the TSE website above and enter either “teno.Holdings” in the “Issue name (company name)” field orthe Company’s securities code, “7037” in the “Code” field, then execute the search. On the search result screen,
select first “Basic information” then “Documents for public inspection/PR information,” and under “File information
available for public inspection” see “Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting” to confirm the information.)
In lieu of attendance, you may exercise your voting rights by either of the following methods. We kindly ask that you
first refer to the Reference Documents for the General Meeting of Shareholders, then exercise your voting rights by6 p.m. on Thursday, March 21, 2024 (JST).
[Exercise of voting rights in writing (by post)]
Please indicate your approval or disapproval of each proposal in the Voting Rights Exercise Form sent out with thisconvocation notice, and return it so that it arrives by the voting deadline above.
[Exercise of voting rights via the internet, etc.]
Please refer to the “Exercise of Voting Rights via the Internet, etc.” (in Japanese only).
If you exercise your voting rights in duplicate both by the Voting Rights Exercise Form and via the internet, etc., thevote exercised via the internet, etc. shall prevail.

-1-1. Date and Time: Friday, March 22, 2024, 10 a.m. (JST)
2. Venue:
Tsuru Banquet Hall, fourth floor of Hotel New Otani Hakata
1-1-2, Watanabe-Dori, Chuo-ku, Fukuoka-shi
3. Purpose of the Meeting
Matters to be reported:
1. Report of the Business Report, the Consolidated Financial Statements for the Ninth Fiscal Period (fromJanuary 1, 2023 to December 31, 2023), and Audit Results Prepared by the Financial Auditor and the Audit& Supervisory Board on the Consolidated Financial Statements
2. Report of the Non-consolidated Financial Statements for the Ninth Fiscal Period (from January 1, 2023 toDecember 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Directors

If you attend the meeting, please submit the Voting Rights Exercise Form enclosed herewith to the reception desk at the entrance of themeeting hall.
If revisions to items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions
and the details of the items before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
Paper-based documents stating items for which measures for providing information in electronic format are to be taken have been sent
to shareholders who requested the delivery of paper-based documents, however those documents do not include the following items inaccordance with the provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation.
(i) “Subscription Rights to Shares,” “Status of Independent Accountants,” and “System for Ensuring the Properness of Business
Operations and Implementation of that System” as part of the Business Report.
(ii) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated FinancialStatements(iii) “Statements of Changes in Equity” and “Notes to the Non-consolidated Financial Statements” in the Non-consolidated FinancialStatements
For this reason, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements stated in theaforementioned documents constitute one part of the documents that were audited by the Financial Auditor and Audit & Supervisory
Board for preparing their respective audit reports.
Note that, for this General Meeting of Shareholders, paper-based documents stating items for which measures for providing informationin electronic format are to be taken, excluding the above items, will be delivered to all shareholders regardless of whether they havemade a request for delivery of such documents.
At the venue, each shareholder will receive a corporate gift.

-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profit to its shareholders as a key management priority and maintains a policy to
pay dividends on a continual and stable basis while striving to strengthen the financial structure in preparation for
future business development.
In accordance with the above basic policy, the Company proposes a year-end dividend for the current fiscal year of¥9 per share.
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥9 per common share of the Company
Total payment: ¥41,117,184
Effective date of dividends of surplus
March 25, 2024-3-Proposal No. 2

Election of Four Directors

The terms of office of all four Directors will expire at the conclusion of this General Meeting of Shareholders. In thatregard, the Company proposes the election of four Directors.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)1

Hiroko Ikeuchi(April 2, 1959)
Reappointment2

Motoshi Okada(June 11, 1974)
Reappointment

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompany (Significant concurrent positions outside theownedCompany)
Apr. 1981
Joined Jardine Matheson and Company
Sept. 1996
Representative of Hanamurasaki, a lunch box
shop established as a sole proprietorship
July 1999
President & CEO of Do It Ltd. (currentlyteno.CORPORATION, LTD.)
Dec. 2015
President & CEO of the Company (currentposition)
Feb. 2016
President & CEO of teno.Support Company
LimitedDec. 2020
Representative Director of Office PaletteCompany Limited (current position)
2,209,100 sharesJan. 2022
Representative Director of FORTE CO. LTD.
(current position)
June 2022
Director, Audit and Supervisory Committee
Member of SAIBU GAS HOLDINGS CO.,LTD. (current position)
Nov. 2022
Director of teno.CORPORATION, LTD.
Nov. 2022
Representative Director of Homemade
Cooking, Co., Ltd. (current position)
Jan. 2023
Director of Safety Japan Risk Management Co.,
Ltd. (current position)
Apr. 2023
President & CEO of teno.CORPORATION,LTD. (current position)
Apr. 2002
Joined KOKUSAI Securities Co., Ltd.
(currently Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)
Oct. 2005
Joined Mizuho Bank, Ltd.
Sept. 2017
Joined ABN Advisors Co., Ltd.
Oct. 2021
Joined the Company
Department General Manager assigned toManagement Division- sharesNov. 2021
General Manager of Management Division
Mar. 2022
Director and General Manager of ManagementDivision (current position)
Nov. 2022
Director of Homemade Cooking, Co., Ltd.
(current position)
Jan. 2023
Director of Safety Japan Risk Management Co.,
Ltd. (current position)-4-Candidate
No.

34Notes:

1.
2.
3.
4.

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompany (Significant concurrent positions outside theownedCompany)
Apr. 1966
Joined Toyota Motor Co., Ltd. (currentlyToyota Motor Corporation)
June 1996
Member of the Board of Directors
June 1998
Director, Member of the Board of Toyota Motor
Kyushu, Inc.
June 2001
Managing Director of Toyota MotorCorporationAkiyoshi Watanabe
June 2002
President, Member of the Board of Directors of- shares(August 10, 1942)
Toyota Motor Kyushu, Inc.
Reappointment
June 2008
Chairman, Member of the Board of Directors
June 2009
Outside Director of Kyushu Electric Power
Company, Incorporated
June 2011
Advisor of Toyota Motor Kyushu, Inc.
June 2011
Outside Director of Kyudenko Corporation
Oct. 2017
Outside Director of the Company (currentposition)
Apr. 2000
Joined Mitsui & Co., Ltd.
Feb. 2008
Joined Kaho Musen Co., Ltd. (currently
GooDay Co., Ltd.)
June 2011
President and Representative Director of EKJapan Co., Ltd.
May 2016
Chairman and Representative Director (currentposition)
June 2016
President and Representative Director of Kaho
Takashi Yanase
Musen Holdings Co., Ltd. (current position)(April 17, 1976)- shares
Reappointment
June 2016
President and Representative Director of
GooDay Co., Ltd. (current position)
Apr. 2017
President and Representative Director of KahoEnterprise Inc. (current position)
Mar. 2020
Outside Director of the Company (currentposition)
July 2023
Representative Director of KAHO PARTSCENTER CO., LTD. (current position)
There is no special interest between any of the candidates and the Company.
The number of the Company’s shares owned by President & CEO, Ms. Hiroko Ikeuchi, includes the number of shares
held by her asset management company, Mugen Co., Ltd.
Mr. Akiyoshi Watanabe and Mr. Takashi Yanase are candidates for outside Director.
Matters regarding the candidates for outside Director are as follows:
1) About independent officers
The Company has submitted notification to Tokyo Stock Exchange and Fukuoka Stock Exchange that Mr. Akiyoshi
Watanabe and Mr. Takashi Yanase have been designated as independent officers as provided for by the aforementionedexchanges. If the reappointment of Mr. Watanabe and Mr. Yanase is approved, the Company plans for their designation
as independent officers to continue.
2) The Company has entered into limited liability agreements with Mr. Akiyoshi Watanabe and Mr. Takashi Yanase,pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, to limit the amount of liability fordamages provided by Article 423, paragraph (1) of the Act. Pursuant to these agreements, the defined maximum
amount of liability for damages is the minimum liability amount provided for under Article 425, paragraph (1) of theCompanies Act. If the reappointment of Mr. Watanabe and Mr. Yanase is approved, the Company plans to renew theseagreements with them.
3) Reasons for nominating Mr. Akiyoshi Watanabe and Mr. Takashi Yanase as candidates for outside Director are as
follows:
Mr. Watanabe has extensive experience and broad discernment as a corporate manager. The Company judges he will
be appropriate as an outside Director of the Company.
Mr. Yanase has extensive experience cultivated as a corporate manager and a high level of discernment regarding ITand data utilization. The Company judges he will be appropriate as an outside Director of the Company.
Name(Date of birth)-5-4) Expected roles of Mr. Akiyoshi Watanabe and Mr. Takashi Yanase as candidates for outside Director are as follows:
The Company expects that Mr. Watanabe will utilize his extensive experience and broad discernment as a corporate
manager and conduct highly effective supervision of the Company’s management by appropriately evaluating theCompany’s business performance, etc. from an independent and objective standpoint, based on his experience anddiscernment as an expert in management cultivated through his career, and by appropriately reflecting such evaluationin the human resources of the top management.
The Company expects that Mr. Yanase will provide meaningful advice on the management of the Company, which is
improving the ICT environment of nursery care, based on his own knowledge of management in general, including
the improvement of operational efficiency.
If both of them are elected, the Company expects that they will be involved as members of the Nomination andRemuneration Committee of the Company, from an objective and neutral standpoint, in the establishment of thegovernance system through the appointment of candidates for the Company’s officers and decisions regarding officer
remuneration, etc.
5. Mr. Akiyoshi Watanabe is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure
will have been six years and five months.
Mr. Takashi Yanase is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will
have been four years.
6. The Company has entered into a directors and officers liability insurance (D&O insurance) contract with an insurancecompany as provided for in Article 430-3, paragraph (1) of the Companies Act, naming its Directors, Audit & Supervisory
Board Members, and the officers of its subsidiaries as the insured. If each candidate under this proposal is elected andassumes office as Director, he/she will be insured under such insurance contract. In addition, the Company plans to renew
the insurance contract under the same terms and conditions at the next renewal.
(i) Overview of insurable events covered
This insurance contract covers damages that may occur due to an insured officer, etc. being held liable for theexecution of his/her duties or being subject to claims related to the pursuit of such liability.
(ii) Insurance premiums
Insurance premiums shall be borne in full by the Company.

(Reference) The following table shows the expertise and experience (skill matrix) of the candidates for Director.
Position

Name

HirokoIkeuchi
Motoshi
Director
Okada
Akiyoshi
Outside Director
Watanabe
Takashi
Outside Director
YanasePresident & CEOCorporate
ManagementBusiness●●

Internal
Finance &Industry
Control &Diversity
Accounting
Knowledge
Governance

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●-6-M&A●

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HR &Labor
Affairs

DX●