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 3661
June 12, 2024
To our shareholders:
Koichiro Mito
Representative Director
m-up holdings, Inc.
3-12-18, Shibuya, Shibuya-ku, Tokyo

Notice of the 20th Annual General Meeting of Shareholders
We are pleased to announce the 20th annual general meeting of shareholders of m-up holdings, Inc. (the “Company”),
which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the respective websites shown below. Please access one of these websites to review the information.
[The Company’s Website]
https://m-upholdings.co.jp/ (in Japanese)(From the above website, select “Investor Relations and Investor Information,” and then “General Meeting ofShareholders Notices.”)[Website for informational materials for the general meeting of shareholders]
https://d.sokai.jp/3661/teiji/ (in Japanese)[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “m-up holdings” in “Issue name(company name)” or the Company’s securities code “3661” in “Code,” and click “Search.” Then, click “Basicinformation” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)Please note that if you are unable to attend on the day, you may exercise your voting rights via the internet or inwriting (by postal mail), so please review the reference documents for the general meeting of shareholders andexercise your voting rights by no later than 5:00 p.m. on Wednesday, June 26, 2024.
[If exercising voting rights via the internet]
Access the website for exercising voting rights specified by the Company (https://www.web54.net) (in Japanese),
use the “voting right exercise code” and “password” displayed in the letter on the exercising of voting rights that has
been sent together with this convocation notice, and enter your support or opposition to the proposals, in accordancewith the on screen guidance, by no later than the deadline shown above.
When exercising your voting rights via the internet, please review the “Guidance on Exercising Voting Rights Viathe Internet” below.
[If exercising voting rights in writing (by postal mail)]
Please enter your support or opposition to the proposals on the attached form for exercising voting rights, and send
it to the Company so that it arrives by no later than the deadline shown above.
-1-1. Date and Time
2. Location

10:00 a.m. on Thursday, June 27, 2024
TKP Garden City Shibuya
1F Shibuya Higashiguchi Building, 2-22-3, Shibuya, Shibuya-ku, Tokyo(Please refer to the “General Meeting of Shareholders Venue Guide” provided at the end of thisdocument.)

3. Objectives
Reports
1. The business report, consolidated financial statements, and reports on the results of the auditing of theconsolidated financial statements by the accounting auditor and the Audit and Supervisory Committee forthe 20th period (from April 1, 2023 to March 31, 2024)
2. Report on the financial statements for the 20th period (from April 1, 2023 to March 31, 2024)
Resolutions
Proposals
Proposal No. 1
Election of Three Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 2
Election of Three Directors Who Are Audit and Supervisory Committee Members
4. Matters to be determined for convocation(1) If you do not indicate your support or opposition to a proposal on the form for exercising voting rights when
exercising your voting rights in writing (by postal mail), this will be handled as if you voted in support ofthe proposal.
(2) If you exercise voting rights multiply times via the internet, the votes that you made most recently shall bedeemed your actual vote.
(3) If you have exercised your voting right both via the internet and in writing (by postal mail), the votes thatyou made via the internet shall be deemed your actual vote, regardless of the date and time of arrival of yourvotes.
(4) If you will be having your voting rights exercised by proxy, please have one other shareholder with voting
rights attend the general meeting of shareholders as a proxy. However, please be advised that you will needto submit a written document certifying the right of proxy.
(5) If you intend to exercise your voting rights in a non-uniform manner, please notify the Company of this,alongside the reason, in writing or by electromagnetic means, no later than three days prior to the date of thegeneral meeting of shareholders.
When attending the meeting on the day, please give the form for exercising voting rights to the reception desk at the venue.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the websites stated above.
◎ For this general meeting of shareholders, paper-based documents stating matters for which measures for providing information inelectronic format are to be taken, will be delivered to all shareholders regardless of whether they have made a request for deliveryof such documents.
Please note that among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations
and the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents that are to bedelivered.
The Audit and Supervisory Committee and the accounting auditor have audited the documents subject to audit, including the followingmatters.
(i) “Status of Share Acquisition Rights, Etc.,” “Status of Accounting Auditor,” and “System for Ensuring the Appropriateness ofOperations and the Operating Status of This System” in the business report(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the consolidated
financial statements(iii) “Statement of Changes in Shareholder Equity” and “Individual Notes” in the financial statements◎◎

In consideration of fairness, etc., for the shareholders who attend the general meeting of shareholders and the shareholders who areunable to attend, we have made the decision to no longer provide souvenirs.

-2-

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

Election of Three Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all three Directors (excluding Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of three Directors.
As for this proposal, the Audit and Supervisory Committee has judged that all the candidates for Director are eligible.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

1

Koichiro Mito
(August 12, 1958)

2

Toshiki Fujiike(June 24, 1964)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Joined Victor Music Industry CorporationFeb. 1984
(currently JVCKENWOOD VictorEntertainment Corporation)
Joined TOSHIBA EMI Limited (currentlyAug. 1990
UNIVERSAL MUSIC LLC)
Joined Borderless Connection Co., Ltd.
June 1997(currently Unlimited Group Co., Ltd.)
July 1998
Director and President of Headwax
Organization Co., Ltd.
Aug. 2003
Director of Unlimited Group Co., Ltd.
Dec. 2004
Established the Company
DirectorOct. 2005
Representative Director (current position)
JoinedAST Research Japan Co., Ltd.
Sept. 1992
Mar. 1996

Joined AKIA Co., Ltd.

Apr. 1998

Joined Japan Scitex Co., Ltd.

Jan. 2001

Joined Commerce Center Co., Ltd.

Dec. 2004

Joined Aplix Corporation

July 2007

Joined the Company
General Manager of Accounting & Finance
Department
Director, General Manager of Accounting &Finance Department
Director in charge of General Administration(current position)

Aug. 2007
Oct. 2009-3-

Number of theCompany’s shares
owned

5,063,300 shares

460,900 shares

CandidateNo.

Name(Date of birth)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Established Yui Music Publication Co., Ltd.
Apr. 1972
Representative Director
EstablishedYui Music Studio Co., Ltd.
May 1972Representative Director
Established For Life Records, Inc.
June 1975
Representative Director and Vice President
Representative Director and President
June 1982

Board of Director of The Recording Industry
Association of Japan (RIAJ)
Established The Federation of Music Producers
Oct. 1986
JapanPresident
Established FOUNDATION FORMar. 1993
Yutaka Goto– shares
PROMOTION OF MUSIC INDUSTRY AND(March 28, 1949)
CULTURE (currently JAPAN MUSICCULTURE EXPORT)
Vice President
Representative Director of Yui Music, Co., Ltd.
Oct. 2001(current position)
Representative Director and President of FOR
Nov. 2001
LIFE MUSIC ENTERTAINMENT, INC.
(current position)
President of FOUNDATION FOR
Apr. 2013
PROMOTION OF MUSIC INDUSTRY AND
CULTURE (current position)
Outside Director of the Company (currentJune 2019position)
There is no special interest between any of the candidates for Director and the Company.
Yutaka Goto is a candidate for outside Director.
Koichiro Mito has led the management of the Company as the founder of the Company and as its Representative Director.
Based on his abundant experience and broad knowledge in overall corporate management, he has worked to enhance thecorporate value of the Company and the Group, while playing an appropriate role in the decision-making on importantmanagement issues and the supervision over business execution. Therefore, the Company proposes his reelection asDirector.
Toshiki Fujiike has abundant experience and knowledge in departments related to corporate management, and has worked
to enhance the corporate value of the Company and the Group as the person in charge of the administration departmentsof the Company and the Group, while playing an appropriate role in the decision-making on important management issues
and the supervision over business execution. Therefore, the Company proposes his reelection as Director.
Yutaka Goto has amassed abundant experience and broad discernment relating to the music industry and as a top executive,including the many years he was engaged in corporate management as a representative director at a record company,
among others, and when he was in charge of leading activities at an industry organization for musicians, composers andrights holders. Expecting him to leverage this experience and discernment to play an appropriate role with respect to themanagement of the Company and the Group, the Company proposes his reelection as outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Yutaka Goto has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Mr. Goto is approved, theCompany plans for his designation as an independent officer to continue.
At the conclusion of this meeting, Yutaka Goto’s tenure as outside Director of the Company will have been five years.
Mar. 1985

3Notes:

1.
2.
3.

4.

5.

6.

7.

Number of theCompany’s shares
owned-4-Proposal No. 2

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of three Directors who are Audit andSupervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
CandidateNo.

Name(Date of birth)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Joined GRASS Co., Ltd.
Sept. 1973
Sept. 1975
Aug. 1978

1(Newelection)Tomozumi Nagata(July 26, 1955)

June 2000

Apr. 2019

Oct. 2023
Apr. 1979
Apr. 1984
2

Kathleen H. Connelly(August 12, 1957)

June 2022

Joined Aiesu Planning Center Co., Ltd.
(currently Aiesu Co., Ltd.)
Established HOT STUFF PROMOTION Co.,Ltd.
Representative Director (current position)
Chair of All Japan Concert Promoters
Conference (currently All Japan Concert &Live Entertainment Promoters Conference)
Director of Board of Directors and Board ofCouncilors of Katayanagi Institute (currentposition)
Director and Vice President of SMASHCORPORATION (current position)
Joined SNS Records Co., Ltd.
Established TEX Agency Co., Ltd.
Representative Director (current position)
Outside Director (Audit and Supervisory
Committee Member) of the Company (currentposition)-5-

Number of theCompany’s shares
owned– shares– shares

CandidateNo.

3

Notes:

1.
2.
3.

4.

5.

6.

7.
8.

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
ResearchSupporterofNational
Institutefor
Apr. 1997
Environmental Studies, the Environment
AgencyResearch Associate at the School of Technology
July 1997of Gunma University
Lecturer at Graduate School of Agricultural andSept. 1999
Life Sciences, The University of Tokyo
European Commission, Joint Research Centre,Nov. 2003
(Ispra, Italy), Overseas Research Fellowships of
Ministry of Education, Culture, Sports, Scienceand Technology
Lecturer at Institute of Industrial Science, TheMar. 2009
University of Tokyo
Part-time officer, Secretariat of Council forApr. 2009
Science and Technology, Cabinet Office
Associate Professor at Institute of Industrial
Jan. 2012
Kazuo Oki– shares
Science, The University of Tokyo(May 23, 1968)
Seniorofficer,
SecretariatofCouncilfor
June 2012
Science, Technology and Innovation, Cabinet
OfficeProject Associate Professor of Institute ofApr. 2018
Industrial Science, The University of TokyoApr. 2019
Professor of Nagamori Institute of Actuators,
Kyoto University of Advanced Science
Apr. 2019
Project Professor of Institute of Industrial
Science, The University of Tokyo (currentposition)
Apr. 2020
Professor of Faculty of Engineering, Kyoto
University of Advanced Science (currentposition)
Outside Director (Audit and Supervisory
June 2021
Committee Member) of the Company (currentposition)
There is no special interest between any of the candidates for Director and the Company.
Tomozumi Nagata, Kathleen H. Connelly, and Kazuo Oki are candidates for outside Director.
Tomozumi Nagata possesses management experience in the entertainment industry, and the Company expects that he will
provide advice based on his in-depth insight related to sustainability and his practical experience. Therefore, the Company
judges that he will perform his role as an outside Director objectively.
Kathleen H. Connelly possesses abundant experience and a high level of insight from serving as a top executive for many
years in the entertainment industry. The Company, in wishing to promote sustainable growth of the Group and enhance
the corporate value over the medium to long term, judges that she will contribute to the effective strengthening of thedecision-making and supervisory functions of the Company’s Board of Directors, particularly from the perspective ofpromoting diversity, based on global viewpoints.
Kazuo Oki possesses advanced expert knowledge from his engagement in research and teaching as a professor at theInstitute of Industrial Science, The University of Tokyo and at Kyoto University of Advanced Science. The Company
therefore believes that he will provide appropriate supervision and advice with regard to the management of the Group
going forward, particularly with respect to technical aspects. He has never been directly involved in the management of acompany. However, the Company judges that he will perform his role as an outside Director objectively from a fair andneutral standpoint.
The Company has submitted notification to the Tokyo Stock Exchange that Kathleen H. Connelly and Kazuo Oki havebeen designated as independent officers as provided for by the aforementioned exchange. If their reelections are approved,
the Company plans for their designation as independent officers to continue.
If the election of Tomozumi Nagata is approved, the Company plans to designate him as an independent officer as providedfor by the Tokyo Stock Exchange.
At the conclusion of this meeting, Kathleen H. Connelly’s tenure as outside Director of the Company will have been twoyears, and Kazuo Oki’s tenure as outside Director of the Company will have been three years.
Name(Date of birth)-6-

<Reference: Skill Matrix of the Board of Directors after the General Meeting of Shareholders>
The skill matrix of the Board of Directors when Proposals No. 1 and No. 2 are approved as originally proposed is asfollows:
Particularly expected knowledge and experience by theCompany

Attribute

Name
Director

Audit andCorporate

Supervi-manage-Financeandment/and

Human

Manage-Account-

resourcementing

develop-sory
Committee

Indepen-

Gender/dence

Nationali-(outside)tyMemberKoichiro Mito○

Toshiki Fujiike○

Yutaka Goto○

Tomozumi Nagata○

Kathleen H. Connelly
Kazuo Oki

Personnel

strategy

ment

○

○

control

Sustaina-

manag-

andbility/

ement

Gover-

ESG

nance

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Internal
Risk

○

○
○

○

○

○

○
○

* Appropriate review of each item will be carried out in response to changes in the Company’s businesscharacteristics and business environment.

-7-