[Translation]

This document has been translated from the Japanese original for the convenience of non-Japaneseshareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 9069
June 9, 2023
To our shareholders:
Yasuhisa Fukuda
President and Representative Director
SENKO Group Holdings Co., Ltd.
8-10, Shiomi 2-chome, Koto-ku, TokyoNOTICE OF CONVOCATION OF
THE 106th ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 106th Annual Meeting of Shareholders of SENKO Group
Holdings Co., Ltd. (the “Company”) on June 28, 2023, which will be held as described hereunder.
Information that constitutes the content of Reference Documents for the Meeting of Shareholders,etc. (items for which the measures for providing information in electronic format are to be taken)
is provided in electronic format for this Annual Meeting of Shareholders. Please access theCompany website below and review the information.
The Company’s website
https://www.senkogrouphd.co.jp/ir/stock_info/general_meeting/ (in Japanese)
Regarding items for which the measures for providing information in electronic format are to betaken, measures for providing information in electronic format are also taken in the Tokyo Stock
Exchange (TSE) website. Please access the TSE website below (Listed Company Search), andenter “SENKO Group Holdings” in “Issue name (company name)” field, or “9069” in “Code”
field, and click “Search.” Then select “Basic information” followed by “Documents for public
inspection/PR information,” and review the information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the Meeting in person, you may exercise your voting rights bypostal mail or via the Internet. Please review the attached Reference Documents for the
Meeting of Shareholders and exercise your voting rights by either of the following methodsby 6:15 p.m., Tuesday, June 27, 2023 (Japan Standard Time).
[Voting by postal mail]Please indicate your approval or disapproval of the proposals on the enclosed voting form, andreturn it by postal mail to reach us by the above deadline.
[Voting via the Internet]
Please access the website for exercising voting rights designated by the Company(https://evote.tr.mufg.jp/), which is in Japanese only, and indicate your approval or disapprovalof the proposals by the above deadline.

-1-[Translation]

Meeting Details
1. Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. (Japan Standard Time)

2. Venue:

1-30, Oyodonaka 1-chome, Kita-ku, Osaka
Umeda Sky Bldg., Tower West, F3 Stella Hall

3. Purposes:
Items to be reported:
1. Reports on the Business Report, Consolidated Financial Statements for the 106th
fiscal year from April 1, 2022 to March 31, 2023 and Reports of Audit on theConsolidated Financial Statements by Financial Auditor and the Board of
Corporate Auditors
2. Reports on the Non-Consolidated Financial Statements for the 106th fiscal year
(from April 1, 2022 to March 31, 2023)
Items to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eleven (11) Directors
Proposal 3:
Election of One (1) Corporate Auditor
Proposal 4:
Election of One (1) Substitute Corporate Auditor
Proposal 5:
Revision of Amount and Content of Stock Compensation, etc. in
Proposal 6:
Performance-linked Stock Compensation Plan
4. Other matters concerning the Meeting:Documents stating the items subject to the measures for electronic provision will be sent toshareholders who requested the delivery of paper-based documents. However, as provided forby laws and regulations and Article 16, paragraph 2 of the Company’s Articles ofIncorporation, such documents do not include the following items.
(i) “Systems necessary to ensure that the execution of duties by Directors complies with laws
and regulations and the Articles of Incorporation and other systems necessary to ensure theproperness of operations” and “Outline of the operation of the internal control systems”
described in the Business Report(ii) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated
Financial Statements” in Consolidated Financial Statements(iii) “Statements of Changes in Net Assets” and “Notes to the Non-Consolidated Financial
Statements” in Financial Statements
Accordingly, the documents that are delivered to shareholders who have made a request fordelivery of paper-based documents are part of the documents included in the scope of audits
by the Corporate Auditors and the Financial Auditor when they create their respective audit
reports.
<About electronic voting platforms>
Trust banks and other nominee shareholders (including standing proxies) who have applied in advance to
use the electronic voting platform operated by ICJ, Inc. (a joint-venture company established by Tokyo
Stock Exchange, Inc. and others) may use this platform to electronically exercise voting rights for theCompany’s Meeting of Shareholders.

-2-[Translation]

Reference Documents for the Meeting of Shareholders

Proposal 1:

Appropriation of Surplus

The Company aims to enhance the return of profit to its shareholders and maintains a basic
policy regarding the distribution of profit to pay dividends, taking into account, in addition tostable dividends, performance-linked dividends. In addition, it is necessary to secure sufficientinternal reserves for future business development and putting the Company on a firmer footing.
In accordance with those views, the Company proposes to appropriate surplus for this fiscal
year as follows:1.

2.

Matters concerning year-end dividend
In view of the Company’s performance in this fiscal year, the Company proposes to pay 17
yen per share as the year-end dividend. Combined with interim dividend of 17 yen per
share, this brings the annual dividend to 34 yen per share.
(1)

Type of dividend assets
Cash

(2)

Allocation and total amount of the dividend assets
17 yen per share of the Company’s common stock
Total amount of dividends: 2,637,093,159 yen(3)

Effective date of dividend payment
June 29, 2023

Other matters relating to the appropriation of surplus(1)

Item and amount of reduction in surplus:
General reserve

2,300,000,000 yen(2)Item and amount of increase in surplus:
Retained earnings carried forward

2,300,000,000 yen(3)Reason for such action:
To enable the implementation of flexible capital management policies such as
shareholder returns responding to changes in the business environment in the future.

-3-

[Translation]

Proposal 2:
1.

Partial Amendments to the Articles of Incorporation

Reasons for proposal
To prepare for future business expansion and diversification, the Company proposes to add
business purposes to Article 2 (Purpose) of the current Articles of Incorporation.

2.

Details of proposed amendments
Details of the proposed amendments are as follows:(Underlined portions are amended.)
Draft revised articles of incorporation

Current Articles of Incorporation(Purposes)
Article 2
1. The purpose of the Company shall be, by owningshares or equities in companies engaged in thefollowing businesses or in foreign companies
engaged in businesses similar to the following, tomanage the business activities of such companies,etc.
(1)-(37)(Omitted)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(38)(Omitted)
2. The purpose of the Company shall be to engage inthe businesses listed in the items of the preceding
paragraph, and any and all other businesses
incidental or related thereto.

(Purposes)
Article 2
1. The purpose of the Company shall be, by owningshares or equities in companies engaged in thefollowing businesses or in foreign companies
engaged in businesses similar to the following, tomanage the business activities of such companies,etc.
(1)-(37)(Same as the present)(38) Management of nursery school, after-school care,
day-care center and other childcare facilities(39) Management of cleaning business and coin laundrybusiness(40) Work and repair of electrical equipment,waterworks facilities, consumer electronics, keys
and locks, etc.
(41) Business related to contract and guarantee of
security(42) Manufacture and sale of containers made ofsynthetic resin and other materials for food, storage,transportation, medical and other uses, andpackaging films/sheets, etc.
(43)
(Same as the present)
2. The purpose of the Company shall be to engage inthe businesses listed in the items of the preceding
paragraph, and any and all other businesses
incidental or related thereto.

-4-

[Translation]

Proposal 3:

Election of Eleven (11) Directors

At the conclusion of this Annual Meeting of Shareholders, the terms of office of all the eleven(11) Directors will expire.
Accordingly, the Company proposes the election of eleven (11) Directors including four (4)Outside Directors.
The candidates for the Directors are as follows:
No.

Name

1

Yasuhisa Fukuda

2

Noburoh Sasaki

3

Shigeru Ono

4

Yasuhiro Masuda

5

Hideki Tsutsumi

6

Kenji Sugimoto

7

Yoshiki Kanaga

8

Hiroko Ameno

9

Yasuyuki Sugiura

10

Yoko Araki

11

Fumiko Okuno

Attribute

Current positions and areas of
responsibility in the Company

President and Representative
DirectorReelection
General Manager of Strategic
Planning HQ
Director and Managing
Executive Officer
Reelection
General Manager of
Administration HQManaging Executive Officer
General Manager ofInternational Business
Promotion HQ
New candidate
Senior Manager Responsible
for ASEAN Region Sec.
Head of ASEAN Region Sec.
OfficeManaging Executive Officer
General Manager of Living
New candidate
Support Business Promotion
HQ
Managing Executive Officer
Assistant to President,
New candidate
Responsible for Special
Appointee
DirectorReelection
Responsible for Logistics
DirectorReelection
Responsible for Refrigerated& Frozen Logistics
Reelection
OutsideOutside Director
Independent
Reelection
OutsideOutside Director
Independent
Reelection
OutsideOutside Director
Independent
Reelection
OutsideOutside Director
Independent

Attendance at Boardof Directors meeting(106th fiscal year)

14/14 (100%)

13/14 (93%)–––
11/11 (100%)
11/11 (100%)
14/14 (100%)
14/14 (100%)
14/14 (100%)
14/14 (100%)

Reelection: Candidate for reelection as Director
New candidate: New candidate for Director
Outside: Candidate for Outside Director
Independent: Candidate for Independent Officer
Note: Attendance at the Board of Directors meetings by Kenji Sugimoto and Yoshiki Kanaga
refers only to the Board of Directors meetings held after their appointment on June 28,
2022.

-5-

[Translation]

No.

Name
(Date of birth)

Yasuhisa Fukuda(August 23, 1946)
1

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1969

Joined SENKO Co., Ltd.

June 1993

Director, SENKO Co., Ltd.

June 1997

Managing Director, SENKO Co., Ltd.

June 2003

Director, Vice President, SENKO Co., Ltd.

June 2004

President and Representative Director, SENKO Co., Ltd.
(present)

April 2009

General Manager of Production Management HQ,
SENKO Co., Ltd.

April 2017

Responsible for Logistics,
General Manager of Business Support Promotion HQ,
SENKO Group Holdings Co., Ltd.

October 2017

Responsible for International Business, SENKO Group
Holdings Co., Ltd.

April 2021

General Manager of Strategic Planning Office, SENKOGroup Holdings Co., Ltd. (present)

Number of theCompany’s
shares held

230,600(Important concurrent positions held in other organizations)
Director, Chairman, Senko Co., Ltd.
Representative Director, Chairman, Zenkoku Tsuun Co., Ltd.
[Reasons for nomination as the candidate for Director]
Mr. Fukuda has served as the Company’s Representative Director for many years, directing the management of the
SENKO Group as a whole and contributing to the expansion of business fields. We can expect him to use hisaccumulated experience and performance as a manager with his wealth of insight into the industry in general, andprovide strong leadership to continue to play an ample role in further growth of the SENKO Group and increasing
corporate value. We have therefore nominated him as a candidate to continue serving as a Director.

Noburoh Sasaki(March 12, 1957)
2

April 1979

Joined SENKO Co., Ltd.

April 2005

Senior Manager of Public Relations Dept., SENKO Co.,Ltd.

April 2007

General Manager of President Office, SENKO Co., Ltd.

April 2009

Executive Officer,
Responsible for Public Relations Dept., SENKO Co.,
Ltd.

October 2014

President and Representative Director, SENKO Facilities
Co., Ltd.

April 2015

Managing Executive Officer, SENKO Co., Ltd. (present)

June 2015

Director, SENKO Co., Ltd. (present)

April 2017

Responsible for PR & IR, SENKO Group Holdings Co.,Ltd.

48,500November 2017 Responsible for Real Estate Business, SENKO Group
Holdings Co., Ltd.
April 2018

President and Representative Director, SENKO Real
Estate Co., Ltd.

April 2019

General Manager of Business Support Promotion HQ,
SENKO Group Holdings Co., Ltd.

April 2022

General Manager of Administration HQ, SENKO Group
Holdings Co., Ltd. (present)[Reasons for nomination as the candidate for Director]
Mr. Sasaki has served as the officer responsible for PR & IR, the real estate business, and General Manager of BusinessSupport Promotion HQ since his appointment as Director, and has been serving as General Manager of Administration
HQ since April 2022. We can expect him to continue to play an ample role in increasing the corporate value of theCompany, utilizing his wide-ranging insight based on a wealth of business experience and achievements at theCompany. We have therefore nominated him as a candidate to continue serving as a Director.

-6-

[Translation]

No.

*3

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1988

Joined Matsushita Electric Industrial Co., Ltd. (nowPanasonic Holdings Corporation)

April 2015

General Manager of Device Solution Business Unit, thesaid company

January 2016

Joined SENKO Co., Ltd.
Officer,
Assistant to General Manager of International Business
HQ

April 2016

Executive Officer, SENKO Co., Ltd.
Head of ASEAN Region Sec. Office, Production
Management HQ,
Responsible for ASEAN Region Sec., International
Business HQ, SENKO Co., Ltd.

September 2016 President and Representative Director, SENKO(THAILAND) Co., Ltd. (present)
Shigeru Ono(September 25, 1964) April 2017
Head of ASEAN Region Sec. Office, SENKO Group
Holdings Co., Ltd. (present)
Director and Chairman, Skylift Consolidator (Pte) Ltd.
(present)
April 2018

President and Representative Director, SMI-SENKOLOGISTICS PTE., LTD.

April 2019

Managing Executive Officer, SENKO Group Holdings
Co., Ltd. (present)

April 2023

General Manager of International Business Promotion
HQ (present),
Senior Manager Responsible for ASEAN Region Sec.,SENKO Group Holdings Co., Ltd. (present)

Number of theCompany’s
shares held

12,600(Important concurrent positions held in other organizations)
President and Representative Director, SENKO (THAILAND) Co., Ltd.
Director and Chairman, Skylift Consolidator (Pte) Ltd.
[Reasons for nomination as the candidate for Director]
Mr. Ono has been responsible mainly for the ASEAN region since he joined the Company and has a wealth ofexperience and specialist knowledge in international business. In addition, since April 2023, he has been concurrently
serving as General Manager of International Business Promotion HQ, and has been leading the SENKO Group’s
international business. We can expect him to play an ample role in increasing the corporate value of the Company bypromoting overseas development as the person responsible for the SENKO Group’s international business. We havetherefore nominated him as a candidate for a new Director.

-7-

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1981

Joined Nippon Credit Bank, Ltd. (now Aozora Bank,Ltd.)

December 1997

Joined HIMARAYA Co., Ltd.,
General Manager of Corporate Planning Office

June 1998

Director, Responsible for Finance, the said company

October 2002

Joined the Center for Global Communications,International University of Japan
Executive Officer and Senior Manager Responsible for
the Corporate Planning Div., Center for Global
Communications, International University of Japan

Number of theCompany’s
shares held

November 2004 Joined Nippon Mirai Capital Co., Ltd.
Senior Director*4

March 2007

Partner, the said company

August 2013

Joined HIMARAYA Co., Ltd.,
General Manager of Management HQ

November 2013 Managing Director, General Manager of Management
Yasuhiro Masuda
HQ, the said company(September 20, 1957)
July 2015
Joined SENKO Co., Ltd.
Senior Manager, Assistant to Officer Responsible for
Living Support Business Project
April 2016

Senior Manager of Business Strategy Promotion Dept.,
Living Support Business Promotion HQ,
Senior Manager of Planning Business Promotion Dept.,
SENKO Co., Ltd.

April 2019

Executive Officer, SENKO Group Holdings Co., Ltd.

April 2020

Senior Manager of Business Strategy Promotion Dept.,
Living Support Business Promotion HQ, SENKO Group
Holdings Co., Ltd.

April 2021

Deputy General Manager of Living Support Business
Promotion HQ, SENKO Group Holdings Co., Ltd.

April 2022

Managing Executive Officer (present),
General Manager of Living Support Business Promotion
HQ, SENKO Group Holdings Co., Ltd. (present)

8,400[Reasons for nomination as the candidate for Director]
Mr. Masuda has been responsible for the living support business for many years since he joined the Company, and has
been leading the living support business of the SENKO Group as General Manager of the Living Support Business
Promotion HQ since April 2022. We can expect him to play an ample role in increasing the corporate value of theCompany by promoting business expansion as the person responsible for the SENKO Group’s living support business.
We have therefore nominated him as a candidate for a new Director.

-8-

[Translation]

No.

Name
(Date of birth)

Hideki Tsutsumi(March 13, 1961)*5

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1983

Joined Asahi Chemical Industry Co., Ltd. (now Asahi
Kasei Corp.)

April 2006

General Manager of Tenac Sales & Marketing Dept.,
Asahi Kasei Chemicals Corporation

June 2009

Senior Manager of Planning & Administration Dept., PS
Japan Corporation

April 2011

General Manager of Styrene & Nylon Intermediates
Marketing & Sales Dept., Asahi Kasei Chemicals
Corporation

October 2012

General Manager of Functional Resin Marketing & Sales
Dept., the said company

April 2015

Executive Officer, the said company

April 2016

Executive Officer, Asahi Kasei Corp.
President & Director, Asahi Kasei Europe GmbH

April 2018

Lead Executive Officer, Asahi Kasei Corp.

April 2021

Senior Executive Officer, the said company

April 2022

Responsible for Purchasing & Logistics, the said
company

April 2023

Joined SENKO Group Holdings Co., Ltd.
Managing Executive Officer (present)
Assistant to President, Responsible for Special Appointee(present)

Number of theCompany’s
shares held

0

[Reasons for nomination as the candidate for Director]
When employed for a large general chemicals manufacturer, Mr. Tsutsumi played an active role in various businessprojects in the Japanese and Asian markets, and also served in such positions as President & Director at a European
subsidiary of said company. He therefore has extensive experience and achievements. As such, we can expect him toplay an ample role in increasing the corporate value of the Company by driving the further growth of the SENKOGroup’s trading business. We have therefore nominated him as a candidate for a new Director.

-9-[Translation]

No.

Name
(Date of birth)

Kenji Sugimoto(March 14, 1967)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1989

Joined SENKO Co., Ltd.

April 2011

Branch Manager of Kanagawa Branch, SENKO Co., Ltd.

April 2013

President and Representative Director, Kanagawa Senko
Transport Co., Ltd.

April 2015

President and Representative Director, Senko A Line
Amano Co., Ltd.

April 2017

Executive Officer, SENKO Co., Ltd.

April 2019

Managing Executive Officer,
General Manager of Business Policy Promotion HQ,
Responsible for Safety, Quality and Environment,
Responsible for Constructing Regional Logistics
Network, the said company

June 2019

Director,
Responsible for Constructing Nationwide Logistics
Network, the said company

April 2020

Senior Managing Executive Officer,
Responsible for Business Administration,
Senior Manager of DX Promotion Dept., the said
company

December 2020

Senior Manager of Warehouse Business Promotion Div.,the said company

April 2021

Responsible for Human Resources, the said company

April 2022

President and Representative Director, the said company(present)

June 2022

Director (present),
Responsible for Logistics, SENKO Group Holdings Co.,
Ltd. (present)

6

Number of theCompany’s
shares held

50,455(Important concurrent positions held in other organizations)
President and Representative Director, SENKO Co., Ltd.
[Reasons for nomination as the candidate for Director]
Mr. Sugimoto has been responsible for the logistics business for many years since he joined the Company, and has
extensive experience and achievements. In addition, since April 2022, he has been leading the SENKO Group’s
logistics business as President and Representative Director of SENKO Co., Ltd. We can expect him to play an ample
role in increasing the corporate value of the Company by promoting further growth of the SENKO Group’s logistics
business. We have therefore nominated him as a candidate to continue serving as a Director.

- 10 -

[Translation]

No.

Name
(Date of birth)

Yoshiki Kanaga(December 25, 1959)
7

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1982

Joined SENKO Co., Ltd.

April 2007

Branch Manager of Hiroshima Branch, SENKO Co., Ltd.

April 2009

Senior Manager of Human Resources Dept., SENKO
Co., Ltd.

April 2013

Executive Officer, Responsible for Business
Administration, General Manager of Strategic Planning
Office, SENKO Co., Ltd.

June 2013

Director, SENKO Co., Ltd.

October 2014

Senior Manager of Business Administration Dept.,
SENKO Co., Ltd.

April 2015

Managing Executive Officer, Responsible for 3PL
Business, General Manager of Logistics Sales HQ,
SENKO Co., Ltd.

April 2017

Director and Managing Executive Officer, SENKO Co.,Ltd.

April 2018

Executive Vice President,
Responsible for Sales, the said company

December 2018

General Manager of Housing Logistics Sales HQ,
Senior Manager of Housing Logistics Sales Development
Div., the said company

April 2021

Vice President and Director, Runtec Corporation

April 2022

President and Representative Director, the said company(present)

June 2022

Director (present),
Responsible for Refrigerated & Frozen Logistics,
SENKO Group Holdings Co., Ltd. (present)

Number of theCompany’s
shares held

58,800(Important concurrent positions held in other organizations)
President and Representative Director, Runtec Corporation[Reasons for nomination as the candidate for Director]
Mr. Kanaga has served as head of the human resources, strategic planning, and sales divisions since he joined theCompany, and has extensive experience and achievements. In addition, since April 2022, he has contributed to the
expansion of the refrigerated and frozen logistics business as President and Representative Director of Runtec
Corporation. We can expect him to play an ample role in increasing the corporate value of the Company by promoting
further growth of the Senko Group’s refrigerated and frozen logistics business in future. We have therefore nominatedhim as a candidate to continue serving as a Director.

- 11 -

[Translation]

No.

Name
(Date of birth)

Hiroko Ameno(August 10, 1971)
8

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 2005

Associate Professor, Department of Commerce at Seinan
Gakuin University

April 2007

Associate Professor, Faculty of Commerce at Kansai
University

June 2011

Director, SENKO Co., Ltd. (present)

April 2012

Professor, Faculty of Commerce at Kansai University(present)

June 2020

Outside Director, DAIHATSU DIESEL MFG. CO., LTD(present)

December 2020

Board of Education Member, Suita City Board of
Education (present)

June 2022

Outside Auditor, Honshu-Shikoku Bridge Expressway
Company Limited (present)

Number of theCompany’s
shares held

4,800

(Important concurrent positions held in other organizations)
Professor, Faculty of Commerce at Kansai University
Outside Director, DAIHATSU DIESEL MFG. CO., LTD
Board of Education Member, Suita City Board of Education
Outside Auditor, Honshu-Shikoku Bridge Expressway Company Limited[Reasons for nomination as the candidate for Outside Director and outline of expected roles]
Ms. Ameno has specialist knowledge and experience as a university professor. Therefore, we have nominated her as a
candidate to continue serving as an Outside Director so that this can be utilized in the Company’s management. We
can expect her to play an ample role in advising and supervising business operations by providing objective and expert
opinions, utilizing her insight as a university professor.

Yasuyuki Sugiura(September 25, 1953)
9

April 1978

Joined Mitsubishi Corporation

April 2009

Senior Vice President, the said company

April 2013

Executive Vice President, the said company
Director, President, Mitsubishi Corporation (Americas)

April 2016

Advisor, Mitsubishi Corporation (present)

June 2017Managing Director, Toyo Bunko (The Oriental Library)(present)
Director, SENKO Group Holdings Co., Ltd. (present)

June 2021

Outside Member of the Board, SEIKAGAKUCORPORATION (present)

May 2022

Director, The American Studies Foundation (present)

3,000(Important concurrent positions held in other organizations)Managing Director, Toyo Bunko (The Oriental Library)
Outside Member of the Board, SEIKAGAKU CORPORATION
Director, The American Studies Foundation
Advisor, Mitsubishi Corporation[Reasons for nomination as the candidate for Outside Director and outline of expected roles]
Mr. Sugiura has a wealth of experience and achievements in the trading, finance and international fields, as well as
wide-ranging knowledge and insight. Therefore, we have nominated him as a candidate to continue serving as an
Outside Director so that these can be utilized in the Company’s management. We can expect him to play an ample rolein advising and supervising business operations by providing opinions from objective and diverse perspectives,
utilizing his wealth of knowledge on management.

- 12 -

[Translation]

No.

Name
(Date of birth)

Yoko Araki(July 4, 1957)
10

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1982

Joined Internal Medicine Class, Keio University Schoolof Medicine

January 1992

Studied abroad at University of California San Francisco

April 2002

Director, Tokyo Health Management Center, NTT East
Metropolitan Area Health Management Center

April 2006

Director, Araki Occupational Health Consultancy(present)

Number of theCompany’s
shares held

9,300

September 2008 Specially-Appointed Professor, Support Office forFemale Researchers, Tokyo Medical and Dental
University
June 2019

Director, SENKO Group Holdings Co., Ltd. (present)(Important concurrent positions held in other organizations)
Director, Araki Occupational Health Consultancy[Reasons for nomination as the candidate for Outside Director and outline of expected roles]
Ms. Araki has specialist knowledge and experience as a medical doctor as well as insight regarding the promotion ofhealth and so forth. Therefore, we have nominated her as a candidate to continue serving as an Outside Director so thatthese can be utilized in the Company’s management. We can expect her to play an ample role in advising andsupervising business operations by providing advice on the Company’s health management and work-style reform
based on her knowledge of health promotion in particular, while also providing opinions from an objective and expert
perspective.
August 1992

Bronze medal in solo and duet synchronized swimming,
Barcelona Olympics

September 1994 Silver medal in solo and duet synchronized swimming,bronze medal as a team, World Championships in Rome

Fumiko Okuno(April 14, 1972)
11

January 1995

Retired from professional swimming, Sportscommentator (present)

April 2012

Member, Central Council for Education, Ministry of
Education, Culture, Sports, Science and Technology

April 2014

Athlete Committee Member, Japan Swimming
Federation (present)

April 2015

Visiting Professor, Biwako Seikei Sport College (present)

June 2020

Committee Member, Kyoto City Board of Education(present)

April 2021

Visiting Professor, Osaka University of Economics

June 2021

Director, SENKO Group Holdings Co., Ltd. (present)

April 2022

Special Visiting Professor, Osaka Seikei University(Director, Institute for Sports Innovation) (present)

July 2022

Artistic Swimming Technical Committee Member,World Aquatics (present)

600(Important concurrent positions held in other organizations)Sports commentator
Athlete Committee Member, Japan Swimming Federation
Visiting Professor, Biwako Seikei Sport College
Committee Member, Kyoto City Board of Education
Special Visiting Professor, Osaka Seikei University (Director, Institute forSports Innovation)
Artistic Swimming Technical Committee Member, World Aquatics[Reasons for nomination as the candidate for Outside Director and outline of expected roles]
Ms. Okuno has a wealth of experience and wide-ranging knowledge from her career as a top athlete, as well as having
worked as a sports commentator and visiting professor, etc. Therefore, we have nominated her as a candidate tocontinue serving as an Outside Director so that her insights can be utilized in the Company’s management. We can
expect her to play an ample role in advising and supervising business operations by providing opinions from objective
and diverse perspectives while also providing advice on the Company’s health management, cultural and sporting
activities.

- 13 -

[Translation]

Notes:

1. New candidates are marked with an asterisk (*).
2. There are no special interests between any of the candidates and the Company.
3. Ms. Hiroko Ameno, Mr. Yasuyuki Sugiura, Ms. Yoko Araki and Ms. Fumiko Okuno are candidates for
Outside Directors.
4. Ms. Hiroko Ameno is a current Outside Director of the Company, and her term of office as an Outside
Director will be twelve (12) years at the conclusion of this Annual Meeting of Shareholders.
5. Mr. Yasuyuki Sugiura is a current Outside Director of the Company, and his term of office as an Outside
Director will be six (6) years at the conclusion of this Annual Meeting of Shareholders.
6. Ms. Yoko Araki is a current Outside Director of the Company, and her term of office as an Outside
Director will be four (4) years at the conclusion of this Annual Meeting of Shareholders.
7. Ms. Fumiko Okuno is a current Outside Director of the Company, and her term of office as an Outside
Director will be two (2) years at the conclusion of this Annual Meeting of Shareholders.
8. Ms. Fumiko Okuno’s name in her family register is Fumiko Asahara.
9. The Company has entered into a directors and officers liability insurance policy with an insurancecompany with all Directors as insureds. The policy covers losses that may arise from Directors, who are
the insureds, assuming responsibility for the execution of their duties or receiving claims related to the
pursuit of such responsibility. If each candidate is elected a Director, such candidate will become an
insured under this policy, and the Company plans to renew the insurance policy during their terms ofoffice.
10. The Company has entered into a limited liability agreement with Ms. Hiroko Ameno, Mr. Yasuyuki
Sugiura, Ms. Yoko Araki and Ms. Fumiko Okuno. The purpose of this agreement is to limit liability as
provided for in Article 423, paragraph (1) of the Companies Act. The maximum liability amount shall be
the amount stipulated in applicable laws and regulations. If the reelection of them is approved, theCompany will continue the said agreements.
11. The Company has submitted an Independent Officer Notification Form to register Ms. Hiroko Ameno, Mr.
Yasuyuki Sugiura, Ms. Yoko Araki and Ms. Fumiko Okuno as Independent Officers at Tokyo Stock
Exchange, Inc. If the proposal of reelection is approved, the Company will notify them as Independent
Officers, continuously.

- 14 -

[Translation]

Proposal 4:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Mr. Yasushi Matsutomo will expire at the conclusionof this Annual Meeting of Shareholders. Accordingly, the Company proposes the election of
one (1) Corporate Auditor.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate
Auditors.
The candidate for the Corporate Auditor is as follows:
Name(Date of birth)

Shinichiro Kohara(January 9, 1962)

Career summary, positions in the Company,
and important concurrent positions
April 1985

Joined Chisso Corporation

July 2005

General Manager of Alcoholic Solvent Department,
Chemicals Division, the said company

October 2008

Assistant Planning Member, Corporate Strategic
Planning Department, the said company

April 2010

Assistant Planning Member, Solar Development Office,the said company

June 2012

President and Chief Executive Officer, CG ESTER
Corporation

June 2016

General Manager of Sales Department, Chemicals
Division, JNC CORPORATION

April 2017

General Manager of Chemicals Division, the said
company

April 2021

General Manager of Purchasing & Logistics Department,
the said company

April 2023

Assistant General Manager of Corporate Strategic
Planning Department, the said company (present)

Number of theCompany’s
shares held

0

[Reasons for nomination as the candidate for Corporate Auditor]
Mr. Kohara has a wealth of experience and achievements as well as wide-ranging knowledge
and insight into corporate management, among other things. We believe he willappropriately fulfill his duties as a Corporate Auditor from an independent standpoint basedon such experience and so forth and nominate him as a candidate as an Outside Corporate
Auditor.
Notes:

1. Mr. Shinichiro Kohara is a new candidate for Corporate Auditor.
2. There are no special interests between the candidate and the Company.
3. Mr. Shinichiro Kohara is a candidate for Outside Corporate Auditor.
4. The Company has entered into a directors and officers liability insurance policy with an insurancecompany with all Corporate Auditors as insureds. The policy covers losses that may arise from Corporate
Auditors, who are the insureds, assuming responsibility for the execution of their duties or receiving claims
related to the pursuit of such responsibility. If Mr. Shinichiro Kohara is elected a Corporate Auditor, hewill become an insured under this policy, and the Company plans to renew the insurance policy during his
term of office.
5. Mr. Shinichiro Kohara satisfies the requirements for an Independent Officer as provided for by Tokyo
Stock Exchange, Inc., and if his election is approved, the Company plans to designate him as an
Independent Officer.
6. Although the Company has business relationships with JNC Group, the transaction amount in FY2022 isless than 1% of the Company’s consolidated net sales.

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[Translation](Reference) Skills Matrix
The following illustrates skills possessed by Directors and Corporate Auditors, provided that the Proposal
3 and 4 are approved as originally proposed.

Director

Position

Name

Human
Corporate
Legal/
Independent management resource/
Finance/risk/strategic personnel accounting
outsidemanagement
planning development

Yasuhisa Fukuda〇〇

Noburoh Sasaki〇〇

Shigeru Ono〇

Yasuhiro Masuda〇

Hideki Tsutsumi〇

Kenji Sugimoto

〇

〇

〇

Yoshiki Kanaga

〇

〇

〇

〇

〇

〇

〇

Hiroko Ameno
Yasuyuki Sugiura
Yoko Araki
Fumiko Okuno

★
★
★
★

Corporate
AuditorMasanobu Uenaka

Shinichiro Kohara

IT/DX

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

★

Sustainability(ESG+H)〇

Masami Washida

Yoshiro Okano
Note:

〇

Global

〇

〇
〇

★

〇

〇

The list above does not represent all the knowledge, experiences, abilities, etc. of each person.

- 16 -

[Translation]

Proposal 5:

Election of One (1) Substitute Corporate Auditor

The validity of election of Mr. Keiichiro Yoshimoto, who was elected as a Substitute Corporate
Auditor at the 102nd Annual Meeting of Shareholders held on June 26, 2019, will expire as ofcommencement of this Annual Meeting of Shareholders. Accordingly, in order to prepare for a
possible situation in which the number of Corporate Auditor falls below the number required bylaws and regulations, the Company again proposes the election of one (1) Substitute Corporate
Auditor.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate
Auditors.
The candidate for the Substitute Corporate Auditor is as follows:
Name(Date of birth)

Keiichiro Yoshimoto(February 27, 1953)

Notes:

Career summary, positions in the Company,
and important concurrent positions
April 1975

Joined Chisso Corporation

June 2005

General Manager of General Affairs Department,
Minamata Headquarters, the said company

April 2013

Assistant to General Manager of Minamata Headquarters,
the said company

June 2013

Full-time Corporate Auditor, SENKO Co., Ltd.

Number of theCompany’s
shares held

0

[Reasons for nomination as the candidate for Substitute Outside Corporate Auditor]
Mr. Yoshimoto has a wealth of experience and achievements as well as wide-ranging
knowledge and insight into corporate management, among other things. We believe he canappropriately fulfill his duties as a Corporate Auditor from an independent standpoint basedon such experience, etc. gained as an Outside Corporate Auditor of the Company andnominate him again as the candidate for Substitute Outside Corporate Auditor.

1. There are no special interests between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company
with all Corporate Auditors as insureds. The policy covers losses that may arise from Corporate Auditors,
who are the insureds, assuming responsibility for the execution of their duties or receiving claims related tothe pursuit of such responsibility. If Mr. Keiichiro Yoshimoto takes office as a Corporate Auditor, suchcandidate will become an insured under this policy.
3. If Mr. Keiichiro Yoshimoto takes office as an Outside Corporate Auditor, the Company intends to register
him as an independent officer with Tokyo Stock Exchange, Inc.

- 17 -

[Translation]

Proposal 6:

1.

Revision of Amount and Content of Stock Compensation, etc. in
Performance-linked Stock Compensation Plan

Reasons why the revision of the Plan is reasonable
At the 100th Annual Meeting of Shareholders held on June 28, 2017 and the 101st Annual
Meeting of Shareholders held on June 27, 2018, approval was obtained for the introduction
and revision of the content of the performance-linked stock compensation plan (the “Plan”)
for the Directors (excluding Outside Directors and Directors that are non-residents of Japan(“Non-resident Directors”)) of the Company and major Group subsidiaries (“Eligible
Subsidiaries,” or “Eligible Companies” in referring to the Company and Eligible
Subsidiaries; “Eligible Directors” in referring to Directors of the Company and Directors of
the Eligible Subsidiaries) and the Plan is still in place today.
The three fiscal years (fiscal year ended March 31, 2021 to the fiscal year ended March 31,2023) covered by the Plan have now ended. The Company proposes to revise the period
covered by the plan, etc. and to continue the Plan, with the aim of further heightening
awareness of Directors’ contribution to improving the Company’s business performanceand increasing its corporate value over the medium to long-term, and to promote flexible
Group-wide management in accordance with the Company’s medium-term business plan.
The revision of the Plan aims to heighten awareness among Directors with respect to theircontributing to improving the Senko Group’s business performance and increasing its
corporate value over the medium to long term based on the Company’s “Policies Relating
to the Determination of the Content of Compensations of Individual Directors,” and after
deliberation by the Nomination and Compensation Advisory Committee, the majority ofmembers of which are Outside Directors, the Board of Directors passed a resolution on thedetails of the revision. Accordingly, the Company believes it reasonable to adopt therevision.
If Proposal 3, “Election of Eleven (11) Directors” is approved as proposed, the number of
the Company’s Directors eligible for the Plan will be seven (7).

2.

Content, etc. after revision of the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan under which the Company’s stock shall be acquired
through a trust using money contributed by each Eligible Company, and the Company’s
stock and an amount of money equivalent to the converted value of the Company’s stock(the “Company’s Stock, etc.”) shall be granted and paid (“grant, etc.”) to the Eligible
Directors based on factors such as their positions and achievement of performance targets.
(Details as provided in (2) below and thereafter.)i. Individuals eligible for being granted, etc. theCompany’s Stock, etc. subject to this proposal• Directors of the Company (excluding Outside
Directors and Non-resident Directors)• Directors of Eligible Subsidiaries (excluding
Outside Directors and Non-resident Directors)

ii. Maximum monetary amount to be contributed by the Company and maximum number of shares of theCompany’s stock to be acquired by the eligible Directors, and effect thereof on the total number of issued
shares of the Company’s stock subject to this proposal
Maximum amount of money contributed by theCompany (details as provided in (2) below)- 18 -

Amount calculated by multiplying ¥307 million
by the number of years of the applicable period(of which, the Company’s portion amounts to¥57 million multiplied by the number of years of
the applicable period)
However, for the Applicable Period starting fromthis fiscal year, a total of ¥1,228 million for thefour (4) fiscal years (of which, the Company’s

[Translation]

portion amounts to ¥228 million)
Methods for acquiring the Company’s stock and the
maximum number of the Company’s Stock, etc. tobe acquired by the Eligible Directors (details asprovided in (3) below)









Number of shares calculated by multiplying
363,000 shares by the number of years of theapplicable period (of which, the Company’s
portion amounts to 68,000 shares multiplied by
the number of years of the applicable period)
However, a maximum of 1,452,000 shares forthe four fiscal years that make up the applicable
period starting from this fiscal year (of which,
the Company’s portion amounts to 272,000
shares)The percentage of the maximum number of
363,000 shares of the Company’s Stock, etc. tobe granted, etc. to Directors each fiscal year to
the total number of shares issued by theCompany (as of March 31, 2023; after deducting
treasury stock) is approximately 0.2%
The Company’s stock will be acquired from thestock market and/or from the Company (disposalof treasury stock)iii. Content of criteria for achievement of
performance targets (details as provided in (3)below)



Varies from 0% to 150% based on degree ofachievement of performance targets with respect
to the Company’s consolidated ordinary profit,
ordinary profit by departments, ROE, ESGrelated non-financial indicators, etc.

iv. Timing of granting, etc. the Company’s Stock, etc.
to the Eligible Directors (details as provided in (4)below)

In principle, after the end of the applicable period
covered by the Plan

(2) Maximum amount of moneys contributed by each Eligible Company
The Plan in principle applies to the fiscal years encompassing the medium-term businessplan adopted by the Company (the period encompassed by the Plan to be implemented fromthis fiscal year shall be the four (4) fiscal years running from the fiscal year ending March
31, 2024 to the fiscal year ending March 31, 2027, which is the remaining period of thecurrent medium-term business plan, and if the trust period is extended as described below,
the Plan shall apply to the fiscal year corresponding to the subsequent medium-termbusiness plan; “Applicable Period.”).
The Company shall contribute the amount of money contributed as compensation to
Directors of the Company during the Applicable Period together with the amount of money
contributed by Eligible Subsidiaries to Directors of the Eligible Subsidiaries during theApplicable Period as compensation and ¥307 million multiplied by the number of years of
the Applicable Period (¥1.228 million for the four (4) fiscal years of the Applicable Period
starting in this fiscal year), of which the Company’s portion of the contribution shall be a
maximum of ¥57 million multiplied by the number of years of the Applicable Period (¥228
million for the four (4) fiscal years of the Applicable Period starting in this fiscal year), andthe Company shall establish a trust (the “Trust”) that has a trust period equivalent to theApplicable Period, with Eligible Directors who fulfill the beneficiary requirements acting
as beneficiaries thereto. The Trust shall purchase shares of the Company’s stock on thestock market and/or from the Company (through disposal of treasury shares) using thetrusted moneys in accordance with instructions of the trust administrator. The respective
Eligible Companies shall assign points to the Eligible Directors during the trust period(details as provided in (3) below), and the Trust shall grant, etc. the Company’s Stock, etc.
At the expiration of the trust period, the Trust may be continued by modifying the trust
agreement and entrusting additional money in lieu of establishing a new trust. In suchcases, the new Applicable Period shall be the number of years corresponding to themedium-term business plan that the Company has formulated at that time and the trust- 19 -

[Translation]

period of the Trust shall be extended to a period equal to the new trust period. For eachtrust period extended, new contributions shall be made to the Company consisting ofmoney within the range approved by resolution of the respective annual meetings ofshareholders of the Eligible Subsidiaries. Furthermore, the Company shall entrust no morethan ¥307 million multiplied by the number of years in the Applicable Period in money to
the Trust, which consists of the money additionally contributed by the Company and themoney contributed by the Eligible Subsidiaries, and the respective Eligible Companies shallcontinue assigning points and granting, etc. the Company’s Stock, etc. to the Eligible
Directors during the ongoing and extended trust period. However, in cases where such
additional contributions are to be made, when there are any shares of the Company’s stock(excluding shares of the Company’s stock equivalent to points that have been assigned to
the Eligible Directors yet to be granted, etc.; “Residual Shares”) and money remaining in
the trust property (“Residual Shares, etc.” together with Residual Shares) as of the last dayof the trust period prior to the extension, the sum total of the Residual Shares, etc. and trust
funds additionally contributed shall amount to no more than ¥307 million multiplied by the
number of years in the said new Applicable Period.
(3) Method of calculating and maximum number of the Company’s Stock, etc. granted,
etc. to the Eligible Directors
On a certain date each year during a trust period, the Eligible Directors shall be assigned aprescribed number of points (the “Award Points”) based on factors such as their positions
and achievement of performance targets. In addition, as a general rule one (1) share of theCompany’s Stock, etc. shall be granted, etc. for each one (1) point assigned, based on theaccumulated number of points that have been assigned, immediately subsequent to theApplicable Period (the “Accumulated Points”). However, if a share split, reverse share split
or any other such event occurs during the trust period with respect to the Company’s stock,then the Company shall adjust the number of shares of the Company’s stock to be granted
per one (1) point, based on the ratio of such share split or reverse share split, or otherwise,
involving the Company’s stock.
* The performance-linked benchmarks shall be set within the range of 0% to 150% basedlargely on the degree to which the quantitative performance targets have been achieved,in terms of the consolidated ordinary profit, ordinary profit by departments, ROE, ESGrelated non-financial indicators, etc. In addition, the performance-linked benchmarks tobe emphasized in the medium-term business plan shall be set for each Applicable Period.
The maximum total number of points to be assigned to Eligible Directors in eachApplicable Period shall be 363,000 points multiplied by the number of years in the
Applicable Period (of which, the total number of points to be assigned to the Company’s
Directors in each Applicable Period shall be 68,000 points multiplied by the number ofyears in the Applicable Period). In addition, the number of shares of the Company’s stock
granted to the Eligible Directors for an Applicable Period (including the number of sharesof the Company’s stock paid for with money equivalent to the converted value) shall be thenumber of shares equivalent to the number of points (“Maximum Number of Shares
Granted”). Therefore, the Maximum Number of Shares Granted for the four (4) fiscal years
that encompass the Applicable Period starting from this fiscal year shall be 1,452,000
shares.
This maximum number of shares granted is set with reference to the most recent shareprice, etc., based on the maximum amount of the Trust money as described in (2) above,and if the Trust is continued as described in (2) above, the Maximum Number of Shares
Granted for the new Applicable Period shall be 363,000 shares multiplied by the number ofyears of the new Applicable Period.

- 20 -

[Translation](4) Timing of granting, etc. the Company’s Stock, etc. to the Eligible Directors
The Eligible Directors who have fulfilled the beneficiary requirements shall be granted, etc.
the Company’s Stock, etc. from the Trust after the end of the Applicable Period, thenumber of which is to be calculated on the basis of (3) above.
At that time, such Eligible Directors shall be granted the Company’s stock of a number
equivalent to 50% of the Accumulated Points from a trust (fractional shares of less than one
share unit shall be rounded up), and such Eligible Directors shall receive payment of moneyfrom the Trust equivalent to the converted value upon being converted into cash within the
Trust, with respect to the remaining Company’s stock.
Also, in the event that an Eligible Director resigns during the trust period (excluding
voluntary resignation and dismissal on the basis of legitimate grounds for dismissal), such
Eligible Director shall be granted shares of the Company’s stock (fractional shares of lessthan a share unit shall be rounded up) of a number equivalent to 50% of the Accumulated
Points accumulated up to the date of such Eligible Director’s resignation, and such Eligible
Director shall receive payment of money equivalent to the converted value upon being
converted into cash within the Trust, with respect to the remaining Company’s stock.
In the event that any such Eligible Director becomes a Non-resident Director during theApplicable Period, such Eligible Director shall receive payment of money equivalent to theconverted value, upon being converted into cash within the Trust, with respect to shares of
the Company’s stock of a number equivalent to the Accumulated Points calculated at thetime of his or her resignation.
In addition, in the event of death of an Eligible Director during the trust period, shares of
the Company’s stock of a number equivalent to the Accumulated Points calculated at thetime of death shall be converted into cash within the Trust, and the heir of such Eligible
Director shall receive payment of such amount of money equivalent to the converted valueof such stock.
(5) Exercising voting rights related to the Company’s stock under the Trust
Voting rights related to the Company’s stock under the Trust may not be exercised during
the trust period to ensure neutrality of the Company’s management.
(6) Other details of the Plan
Other details of the Plan shall be determined by the Board of Directors each time the Trustis established, the trust agreement is modified, or additional contributions are made to theTrust.

- 21 -