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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 2146)
June 7, 2024
(Start date of measures for electronic provision: May 31, 2024)
To Shareholders with Voting Rights:
Manabu Sotomura
President and Representative Director
UT Group Co., Ltd.
1-11-15 Higashi-Gotanda, Shinagawa-ku, TokyoNOTICE OF
THE 17TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
UT Group Co., Ltd. (the “Company”) would hereby like to inform you that the 17th Annual General Meeting of
Shareholders will be held for the purposes described below.
When convening this General Meeting of Shareholders (hereinafter, also referred to as “this meeting”), the Company
takes measures for providing information contained in the reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information electronically are to be taken; hereinafter also referred to as “matterssubject to measures for electronic provision”) electronically and posts the matters subject to measures for electronic
provision as “Notice of the 17th Annual General Meeting of Shareholders” on the following websites including theCompany’s website.
The Company’s website: https://www.ut-g.co.jp/english/ir/library/meeting/
Net de Shoshu (online convocation): https://s.srdb.jp/2146/ (available in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view this information on the TSE website, please enter the issue name (company name) or the Company’s stock
exchange code to search and click “Basic information.” Then select “Documents for publish inspection/PR information,”and click “Click here for access” under “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting.”
Pursuant to the provisions of the Company’s Articles of Incorporation, this General Meeting of Shareholders will be held
as a general meeting of shareholders with its venue undesignated (i.e., virtual-only meeting of shareholders). The Company
will therefore hold this meeting only via the Internet without a physical meeting location, and shareholders are kindly
requested to attend the meeting online by referring to the following Overview of the Virtual-only Meeting of Shareholders
and Operation of the Virtual-only Meeting of Shareholders (available in Japanese).
For shareholders not attending the meeting on the day or shareholders who are scheduled to attend the meeting but wish
to prepare for a communication failure or other circumstances that might occur during the meeting on the day, they can
exercise their voting rights in advance, in writing or via the Internet. Please review the attached Reference Documents for
the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Friday, June 21, 2024, Japan time.
1. Date and Time:

Saturday, June 22, 2024 at 10:00 a.m. Japan time
(Live streaming will start at 9:30 a.m. Japan time)If, due to communication failures or other circumstances, the meeting cannot beheld on the above date and time, it will be postponed to Sunday, June 23, 2024
at 10:00 a.m.

2. Method:

Virtual-only meeting of shareholders
This meeting will be held as a general meeting of shareholders with its
venue undesignated. There will be no physical meeting location where ourshareholders can attend in person.
For details on how to attend, please review the attached Overview of the
Virtual-only Meeting of Shareholders and Operation of the Virtual-only
Meeting of Shareholders (available in Japanese).

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
17th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 17th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Partial Amendment to the Articles of Incorporation
Proposal 1:
Election of Two (2) Directors (Excluding Directors Who Are Audit &Proposal 2:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Proposal 3:
Members
4. Matters omitted from The amended Companies Act requires that the matters subject to measures for
written documents due electronic provision be viewed on each website in principle and delivered inwriting only to those shareholders who requested by the record date that it be
to measures fordelivered on paper. However, for this meeting, the Company decided to deliverelectronic provision:
the written documents (paper copy) stating the matters subject to measures forelectronic provision to all shareholders regardless of their request for thedelivery of the written documents.
Of the matters subject to measures for electronic provision, those listed below
are therefore not included in the written documents delivered to shareholders inaccordance with the provisions of laws, regulations, and the Company’s Articles
of Incorporation.
The documents subject to review by the Accounting Auditor and the Audit &Supervisory Committee include the following matters.
◆The following items from the Business Report:
Status of Business in the Fiscal Year Under Review*1, Trends in Assets andIncome, Issues to Be Addressed, Principal Businesses, Principal Business
Locations, Employees, Major Lenders, Other Important Matters Concerning theCurrent State of the Corporate Group, Shares, Share Acquisition Rights, Other
Important Matters Related to the Company’s Stock, Company Officers*2,
Accounting Auditor, Systems to Ensure Proper Business Operation and Status
of Operation, (Reference) Initiatives to Strengthen Corporate Governance,
Policy Regarding Decisions on Dividends of Surplus, etc.
◆The following items from the Consolidated Financial Statements:
Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated
Statement of Changes in Shareholders’ Equity, Notes to the Consolidated
Financial Statements◆The following items from the Non-consolidated Financial Statements:
Non-consolidated Balance Sheet, Non-consolidated Statement of Income,Non-consolidated Statement of Changes in Shareholders’ Equity, Notes to the
Non-consolidated Financial Statements◆The following items from the audit reports:
Accounting Auditor’s Report on the Consolidated Financial Statements,
Accounting Auditor’s Report on the Non-consolidated Financial Statements,
Audit Report by the Audit & Supervisory Committee*1 Business Progress and Results, from Status of Business in the Fiscal Year Under Review,are presented on the aforementioned websites.
*2 Overview of Liability Limitation Agreement and Status of Activities of Outside Officers
during the Fiscal Year Under Review and Summary of Duties Performed Relating to
Their Expected Roles, from Company Officers, are presented on the aforementioned
websites.

 If circumstances arise that require revisions to the matters subject to measures for electronic provision, the Company
will post the matters before and after the revisions on the following websites.
The Company’s website: https://www.ut-g.co.jp/english/ir/library/meeting/
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Net de Shoshu (online convocation): https://s.srdb.jp/2146/ (available in Japanese) To prepare for a communication failure that may cause a significant disruption to the meeting proceedings, a resolution
will be passed at the beginning of this meeting to allow the Chair of the meeting to decide to postpone or continue themeeting. If, upon such resolution, the Chair decides to postpone or continue the meeting, the postponed or continued
meeting will be held on Sunday, June 23, 2024 at 10:00 a.m. Japan time. In such case, the Company will promptly post a
notice to that effect on the Company’s website.

Reference Documents for the General Meeting of Shareholders
Proposal 1: Partial Amendment to the Articles of Incorporation
The amendment of the Company’s Articles of Incorporation is proposed, as described below.
1. Reasons for the proposal
Effective April 1, 2024, in order to accelerate decision-making and strengthen business execution functions in promoting
the Rolling Plan of the Fourth Medium-Term Business Plan, the Company has changed its management structure to a
two-representative director structure.
In connection therewith, in order to ensure the mobility of the management, the current Articles of Incorporation, whichauthorize President and Director to act as Convocator and Chairman at general meetings of shareholders and meetings of theBoard of Directors, shall be amended to that effect that said authority is to be granted to Representative Director in lieu ofPresident and Director, and the same provision of Article 14, Paragraph 1 shall also apply to Article 14, Paragraph 2 of the
Articles of Incorporation in the event of a vacancy in the office of Representative Director.

2. Details of the amendment
The details of the amendment are shown below.
Current Articles of Incorporation(Convocator and Chairman)
Article 14. Unless otherwise provided by laws andregulations, President and Director selected inadvance by resolution of the Board of Directors
shall convene and chair general meetings ofshareholders.

(Amended portions are underlined)
Proposed Amendments(Convocator and Chairman)
Article 14. Unless otherwise provided by laws andregulations, Representative Director selected inadvance by resolution of the Board of Directors
shall convene and chair general meetings ofshareholders.

(2) In the event of an accident as a result of
which President and Director is not able tofulfill this duty, a director selected inaccordance with the order of priority
previously determined by the Board of
Directors shall convene and chair the general
meeting of shareholders.

(2) In the event of a vacancy or an accident as aresult of which Representative Director is notable to fulfill this duty, a director selected inaccordance with the order of priority previously
determined by the Board of Directors shallconvene and chair the general meeting ofshareholders.

(Convocator and Chairman of meetings of theBoard of Directors)
Article 23. Except as otherwise provided by law,
President and Director shall convene andchair meetings of the Board of Directors. In
the event of a vacancy or an accident in theoffice of President and Director, a director
selected in accordance with the order ofpriority previously determined by the Boardof Directors shall convene and chair the
meeting of the Board of Directors.

(Convocator and Chairman of meetings of theBoard of Directors)
Article 23. Except as otherwise provided by law,
Representative Director shall convene and chairmeetings of the Board of Directors. In the eventof a vacancy or an accident in the office ofRepresentative Director, a director selected inaccordance with the order of priority previously
determined by the Board of Directors shallconvene and chair the meeting of the Board of
Directors.

Proposal 2: Election of Two (2) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
The terms of office of all two (2) Directors (excluding Directors who are Audit & Supervisory Committee Members;
the same applies hereinafter in the proposal) will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of two (2) Directors is proposed.
The candidates are as follows.
The candidates have been deliberated on and approved by the Nomination and Compensation Committee. In addition,
the Audit & Supervisory Committee expressed its opinion that the nomination procedure was appropriate and that all the
candidates for Directors were suitable for their position.

No.

Attendance atmeetings of the Years in office
Current position at the Company
Board ofas a Director
Directors

Name

1

Yoichi Wakayama

Reappointment

Chairman and
Representative Director

16/16 meetings(100%)

17 years

2

Manabu Sotomura

Reappointment

President and Representative
Director

16/16 meetings(100%)

5 years(Notes)1.

2.

The Company has entered into a directors and officers liability insurance contract with an insurance company. Each candidate
appointed as a Director will be included as an insured person under the insurance contract, which the Company intends to renew withthe equivalent contents in July 2024.
There are no special interests between Mr. Yoichi Wakayama or Mr. Manabu Sotomura and the Company.

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Joined Temporary Center Inc.
Joined Crystal Co., Ltd.
Established Seibu Corporation
Senior Managing Director
Yoichi Wakayama
Established Aim CIC Company
April 1995
(February 23, 1971)
President and Representative Director
9,031,178
President and Representative Director of Nihon Aim Co., Ltd.
Reappointment
July 1996(currently UT Aim Co., Ltd.)
President and Representative Director of the Company
April 2007
Chairman and Representative Director of the Company (current
April 2024
position)[Reasons for selection as a candidate for Director and expected roles]
Mr. Yoichi Wakayama has adequate experience and deep insight accumulated as a corporate manager for many years, since
the establishment of the Company. He has been leading the development of the Group’s business while demonstratingstrong leadership for continuous growth of the Group. He was selected as a candidate for Director with the expectation that
he will leverage his past experience in formulating the next medium-term business plan and management policies to realize
UT Group’s long-term management vision for the fiscal year ending March 31, 2030.
Joined Recruit Co., Ltd.
April 1991
General Manager of HR Headquarters, Integrated Planning
April 2002
Department, Recruit Co., Ltd.
General Manager of HR Department and General Manager ofApril 2006
General Affairs Department, Recruit Co., Ltd.
Company Officer of HR Company, New Graduates Planning
April 2011
Section, Recruit Co., Ltd.
Corporate Officer of BELLSYSTEM24, Inc.
May 2012
Managing Corporate Officer of BELLSYSTEM24, Inc.
March 2014
Corporate Officer of BELLSYSTEM24 Holdings, Inc.
March 2014
Joined the Company; Senior Executive Officer, General
June 2017Manager of President’s Office of the Company
Auditor of UT Life Support Co., Ltd.
July 2017
Director of the Company
June 2019
Senior Executive Officer, Division Manager of the Management
April 2020
Reformation Division of the Company
Manabu Sotomura
Director of UT Construction Co., Ltd.
April
2020
(January 21, 1968)
12,299Director of UT Technology Co., Ltd.
April 2021
Reappointment
Director of UT Aim Co., Ltd.
April 2022
Executive Officer, Division Manager of the Manufacturing
April 2023
Business Division, the Area Strategy Business Division, theStrategic Investment Business Division and the Service
Development Division of the Company (current position)
Representative Director of UT Aim Co., Ltd. (current position)
April 2023
Representative Director of UT Connect Co., Ltd (current
April 2023
position)
Director of UT SURI-EMU Co., Ltd. (current position)
April 2023
Director of FUJITSU UT Co., Ltd.
April 2023
Director of UT FSAS CREA Co., Ltd.
April 2023
Director of UT Construction Co., Ltd.
April 2023
Director of UT Toshiba Co., Ltd.
April 2023
President and Representative Director of the Company (current
April 2024
position)
Director, UT Partners Co., Ltd. (current position)
April 2024
[Reasons for selection as a candidate for Director and expected roles]
As Director in charge of all business divisions of the Company, Mr. Manabu Sotomura has leveraged his abundant sales
experience and knowledge of overall management to contribute to management of the Company’s operating companies. He
was selected as a candidate for Director with the expectation that he will leverage this experience to head the business,
improve the quality of dispatch services through the establishment of a service base and business foundation, achieve the
Fourth Medium-Term Business Plan, and strengthen the organizational capability.
October 1989
September 1991
May 1994

1

2

Number ofshares of theCompany held

Proposal 3: Election of Three (3) Directors Who Are Audit & Supervisory Committee Members
The terms of office of all four (4) Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of three (3) Directors who are Audit & Supervisory Committee Members is proposed.
The candidates are as follows.
The candidates have been deliberated on and approved by the Nomination and Compensation Committee.

No.

Attendance atYears in officemeetings of the
as a Director or
Current position at the Company
Board ofAuditorDirectors

Name

OutsideDirector who is an Audit &16/16 meetings
Supervisory Committee Member(100%)

6 years

Koichi Shima

Reappointment
OutsideIndependent

Director who is an Audit &16/16 meetings
Supervisory Committee Member(100%)

2 years

Takako Hayashi

New appointment
OutsideIndependent

1

Taisuke Igaki

2

3

Reappointment

-

-

-

(Notes)
1.

2.

3.

4.

Subject to the approval of the election of Mr. Taisuke Igaki and Mr. Koichi Shima as Outside Directors who are Audit& Supervisory Committee Members, the Company intends to continue the agreements with each of them to limit their
liability for damages as Outside Directors under Article 423, Paragraph 1 of the Companies Act to the amountstipulated by laws and regulations. Furthermore, subject to the approval of the election of Ms. Takako Hayashi as an
Outside Director who is an Audit & Supervisory Committee Member, the Company intends to enter into a similar
agreement with her.
Mr. Koichi Shima satisfies the qualification for the Independent Officer stipulated by the Tokyo Stock Exchange. The
Company has appointed him as an Independent Officer and submitted a notification of their appointments to the
Exchange. Subject to the approval of his election, the Company intends to continue his appointment as an Independent
Officer. Furthermore, Ms. Takako Hayashi also satisfies the qualification for the Independent Officer, and subject to theapproval of her election as an Outside Director, the Company intends to appoint her as an Independent Officer
stipulated by the Tokyo Stock Exchange and submit a notification of her appointment.
The Company has entered into a directors and officers liability insurance contract with an insurance company. Eachcandidate appointed as an Outside Director who is an Audit & Supervisory Committee Member will be included as aninsured person under the insurance contract, which the Company intends to renew with the equivalent contents in July2024.
Mr. Taisuke Igaki and Mr. Koichi Shima will have served as Outside Directors who are Audit & Supervisory
Committee Members for two years at the conclusion of this Annual General Meeting of Shareholders.

No.

Name
(Date of birth)

Taisuke Igaki(May 4, 1973)

October 2001
October 2001
January 2008
June 2013

Number ofshares of theCompany held

Registered as an attorney
Joined Kitahama Law Office
Registered as an attorney in New York State, USA
Joined Nishimura & Asahi LPC
LPC Partner (current position)

Outside Director of the Company
Outside Auditor of en-japan inc.
Outside Director of en-japan inc.
OutsideOutside Director (Audit and Supervisory Committee
Member) of en-japan inc. (current position)
June 2022
Outside Director who is an Audit & Supervisory Committee
Member of the Company (current position)[Reasons for selection as a candidate for Outside Director who is an Audit & Supervisory Committee Member, andexpected roles]
Mr. Taisuke Igaki has actively provided advice and suggestions within the Company from the perspectives ofcompliance and corporate governance, leveraging his wealth of experience in all legal matters, including cross-bordertransactions, M&A, corporate rehabilitation and litigations. He was selected as a candidate for Outside Director who is
an Audit & Supervisory Committee Member with the expectation that he will continue to leverage this experience tocontribute to the growth and risk management of the Company.
Reappointment

1

Past experience, positions and responsibilities at the Company
and significant concurrent positions

June 2018
June 2018
June 2020
June 2022(Note) Mr. Taisuke Igaki serves as Outside Director of en-japan inc. The Company pays fees for advertisement placement, etc. toen-japan inc. in relation to personnel recruitment. However, the amount of these transactions during the fiscal year underreview accounted for less than 1% of the total of the Company’s consolidated cost of sales and selling, general andadministrative expenses. In addition, Mr. Taisuke Igaki serves as LPC Partner of Nishimura & Asahi LPC. The Company
pays outsourcing fees, etc. to Nishimura & Asahi LPC and a foreign joint business in relation to legal consultation. However,
the amount of these transactions during the fiscal year under review accounted for less than 1% of the total of the Company’s
consolidated cost of sales and selling, general and administrative expenses.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

May 1983

2

Joined Japan Recruit Center Co., Ltd. (currently Recruit
Holdings Co., Ltd.)
July 1997
Director, Recruit From A Co., Ltd. (currently Recruit Co.,Ltd.)
April 2003
Corporate Executive Officer, Recruit Co., Ltd. (currently
Recruit Holdings Co., Ltd.)
April 2008
President and Representative Director, Recruit Media
Communications Co., Ltd. (currently Recruit Co., Ltd.)
June 2010
Standing Member of the Audit & Supervisory Board,
Koichi Shima
Recruit Co., Ltd. (currently Recruit Holdings Co., Ltd.)(December 5, 1957)
September 2016 Outside Director, Ligua, Inc. (current position)
Reappointment
June 2018
Part-time Director, The Salt Industry Center of Japan
Outside(current position)
October 2019
Outside Director (Audit and Supervisory Committee
Independent
Member), Nippon Denkai, Ltd. (current position)
May 2020
Outside Director, Kitanotatsujin Corporation (current
position)
June 2020
Outside Director, COSMOS INITIA Co., Ltd. (current
position)
September 2020 Outside Director (Audit and Supervisory Committee
Member), GREE, Inc. (current position)
June 2022
Outside Director who is an Audit & Supervisory
Committee Member of the Company (current position)[Reasons for selection as a candidate for Outside Director who is an Audit & Supervisory Committee Member, andexpected roles]
Mr. Koichi Shima has provided various advice and suggestions within the Company, leveraging his knowledge andexperience in a broad range of fields including human resources, general affairs, marketing, sales company
management, internal and external public relations, advertising, brand management, IR, finance, legal affairs, andcompliance. He was selected as a candidate for Outside Director who is an Audit & Supervisory Committee Memberin the expectation that he will leverage this knowledge and experience to contribute to the achievement of theCompany’s growth and vision.

(Note) Mr. Koichi Shima serves as Outside Director (Audit and Supervisory Committee Member) of Nippon Denkai, Ltd. The Grouphas recorded business transactions with Nippon Denkai, Ltd. However, the amount of these transactions during the fiscal year
under review accounted for less than 1% of the total of the Company’s consolidated net sales.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

Joined Japan Export Bank (currently Japan Bank forInternational Cooperation)
December 1992 Joined Newmarket Inc.
April 1985

April 1994

Manager, Sales Planning Section, Newmarket Inc.

April 1998

Joined JACCS Total Service Co., Ltd.

October 2000

Call Center Manager, The Gallup Organization Japan Ltd.

April 2002

Project Manager, The Gallup Organization Japan Ltd.
Executive Director of Operations in Asia, The Gallup
Organization Japan Ltd.
Joined SBI Shinsei Bank, Limited
Deputy Manager responsible for Planning andDevelopment, Human Resources Division, SBI Shinsei
Bank, Limited
Deputy General Manager, Human Resources Division, SBI
Shinsei Bank, Limited
General Manager, Human Resources Division, SBI Shinsei
Bank, Limited
Senior Officer in charge of Human Resources, Executive
Officer and General Manager, Human Resources Division,
SBI Shinsei Bank, Limited
Chief Officer in charge of Human Resources, Managing
Executive Officer, SBI Shinsei Bank, Limited
Executive Advisor, Sumitomo Mitsui Banking Corporation

October 2004
January 2007
Takako Hayashi(September 19, 1962)

July 2013

New appointment
OutsideApril 2016
April 2017

Independent

3

April 2018
April 2020
October 2022-

October 2022

Executive Advisor, Sumitomo Mitsui Financial Group, Inc.
ISO TC260 Japan Review Committee Member (current
April 2023
position)
Executive Officer, Sumitomo Mitsui Financial Group,
April 2024
Inc.(current position)
April 2024
Managing Executive Officer, Sumitomo Mitsui Card
Company, Limited (current position)[Reasons for selection as a candidate for Outside Director who is an Audit & Supervisory Committee Member, andexpected roles]
Ms. Takako Hayashi has held important positions in several companies based on her wealth of knowledge andexperience in the area of human resources. She was selected as a candidate for Outside Director who is an Audit &Supervisory Committee Member in the expectation that she will leverage this knowledge and experience to provide
advice and suggestions on our human resources system that forms the foundation of the Company's business.
(Note) Ms. Takako Hayashi serves as an Executive Officer of Sumitomo Mitsui Financial Group. The Group has recorded funds
borrowing transactions with Sumitomo Mitsui Banking Corporation, a subsidiary of Sumitomo Mitsui Financial Group,
Inc. However, the amount borrowed from Sumitomo Mitsui Banking Corporation at the end of the fiscal year underreview accounted for less than 5% of the total of the Company’s consolidated assets. Sumitomo Mitsui Banking
Corporation is a lender among the several others of the Company, not the lender on which the Company relies to theextent that it is irreplaceable in the funding of the Company. In addition, she is also a Managing Executive Officer of
Sumitomo Mitsui Card Company, Limited. The Company pays credit card usage fees, etc. to Sumitomo Mitsui Card
Company, Limited, but the amount of these transactions during the fiscal year under review accounted for less than 1% of
the total of the Company’s consolidated cost of sales and selling, general and administrative expenses.

- 10 -

(Reference)
Skills Matrix of the Board of Directors and the Audit & Supervisory Committee(If Each Candidate Is Appointed at this General Meeting of Shareholders)
Attributes●●

Taisuke Igaki
Koichi Shima●

Takako Hayashi

●

●
●

●

- 11 -

Legal and risk management

Directors who
are Audit &Supervisory
Committee
Members●

Finance and accounting●●

Personnel and humanresources development●

Business development

Manabu Sotomura

M&A

Human resources business●

Global businessCorporate management●

Gender: female

Yoichi Wakayama

Independent

Chairman and
Representative
Director
President andRepresentative
Director

Required experience and expertise

●

●
●

●

●
●
●

●

●