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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 8018)
June 5, 2024
To Shareholders with Voting Rights:
Akira Inoue, President & CEO
SANKYO SEIKO CO., LTD.

2-5-6 Azuchimachi, Chuo-ku, Osaka, JapanNOTICE OFTHE 92nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce that the 92nd Annual General Meeting of Shareholders (hereinafter the “Meeting”)
of SANKYO SEIKO CO., LTD. (hereinafter the “Company”) will be held as described below, and yourattendance is earnestly requested.
Measures for the electronic provision of information have been adopted for the Meeting, and informationconsisting of Reference Documents for the General Meeting of Shareholders, etc. (the “Electronic Provision
Measures Matters”) are posted on the Company’s Internet website.
The Company’s website:
https://www.sankyoseiko.co.jp/ir_library/1738/
The Electronic Provision Measures Matters are also posted on the website of Tokyo Stock Exchange. Please
access the website shown below (the Tokyo Stock Exchange Listed Company Search), enter “SANKYOSEIKO” in the Issue name (company name) field or the Company’s Stock Exchange Code “8018” in theCode field to search, and click on “Basic information” then “Documents for public inspection/PRinformation.” The information is posted under “Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting” in “Filed information available for public inspection.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please review the “Guide to the Exercise of Voting Rights” on page 3 for the information about the exerciseof voting rights.
If you are not able to attend the Meeting, you may exercise your voting rights in writing (by postal mail) orvia the internet so please review the attached Reference Documents for the Meeting, and exercise your voting
right by 5:30 p.m. on Thursday, June 20, 2024 (Japan time).

-1-1. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. Japan time(Reception opens at 9:00 a.m.)

2. Place:

3F HALL-A, SUNRISE Bldg.,
2-6-8, Bingomachi, Chuo-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 87th Fiscal Year (April1, 2023 - March 31, 2024)
2. Results of audits by the Accounting Auditor and the Board of Company
Auditors of the Consolidated Financial Statements for the Company’s 87thFiscal Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Six (6) Directors
Proposal 3:
Election of Two (2) Substitute Company Auditors If attending the Meeting, please submit the enclosed Voting Rights Exercise Form at reception.
 Please arrive at the venue early as reception will become crowded just before the Meeting starts.
 The Company offers souvenir to shareholder attending the meeting in person. Please note that one souvenir
is presented to a single individual shareholder attending the meeting in person regardless of the number ofVoting Rights Exercise Forms.
 If attending the Meeting by proxy, please ensure that your own Voting Rights Exercise Form anddocuments to certify authorization of the proxy are submitted at reception. (The proxy holder must be asingle individual with voting rights at the Meeting, in accordance with the provisions of Article 16 of theCompany’s Articles of Incorporation.) In accordance with laws, regulations and Article 14 of the Company’s Articles of Incorporation, the paper
copy sent to shareholders who have submitted a request for delivery of documents does not contain theitems shown below. This paper copy therefore presents only some of the documents audited by theCompany Auditors and the Accounting Auditor when preparing their respective audit reports.
(i) “Company Structure and Policies” in the Business Report;(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statement” in the Consolidated Financial Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statement” in the Non-consolidated Financial Statements
 Any amendments or corrections to the Electronic Provision Measures Matters will be posted on theCompany’s website and the website of Tokyo Stock Exchange.

-2-

Guide to the Exercise of Voting Rights
1.

Attending the Shareholders’ Meeting

The General Meeting of Shareholders will be held at 10:00 a.m. on Friday, June 21, 2024 (Japan time)
Please submit the enclosed Voting Rights Exercise Form at reception.
2.

Not attending the Shareholders’ Meeting

Voting by postal mailPlease send us the enclosed Voting Right Exercise Form indicating your approval or disapproval of each
proposal so that it is received by the deadline for the exercising voting rights. If you do not indicate yourapproval or disapproval of each proposal on the Voting Rights Exercise Form, it will be treated as a vote infavor of that proposal.
Deadline for exercising voting rights:
The Voting Form must be received by 5:30 p.m. on Thursday, June 20, 2024 (Japan time)
Voting via internet, etc.
Please input your approval or disapproval concerning each proposal via the voting website designatedby the Company referring to the “Guide to the Exercise of Voting Rights Via Internet, etc.”
Deadline for exercising voting rights:
No later than 5:30 p.m. on Thursday, June 20, 2024 (Japan time)
Handling of duplicate voting(1) In the case of duplicate voting done both via the internet, etc. and in written form, the vote placed via theinternet, etc. will be considered valid.
(2) In the case of voting twice or more via the internet, etc., the last vote will be considered valid. In the caseof duplicate voting using a personal computer and a smartphone, the last vote will be considered valid.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to appropriate surplus as follows.
The Company regards the return of profits to shareholders as a priority management issue, andadopts a policy of paying dividends stably and continuously based on corporate growth and theenhancement of shareholder returns, while also taking account of linking the business performance.
Although the Company continues to face a difficult business environment, it proposes the year-end
dividend presented below for the fiscal year under review to reward shareholders for their support, basedon a comprehensive consideration of factors such as the trend in business performance during the fiscalyear under review.
(1) Type of the dividend property
Cash(2) Matters regarding the allocation of the dividend property to shareholders and the total amountthereof¥27 per common share of the Company
Total amount: ¥1,076,843,295(3) Effective date of the dividend of surplus
June 24, 2024

-4-

Proposal 2:

Election of Six (6) Directors

The term of office of all six (6) Directors will expire at the conclusion of the Meeting. Accordingly, theCompany proposes the election of six (6) Directors.
The candidates for Director are shown below.
Name(Age)No.

Position
President & CEO(Representative
Director)

1

Akira Inoue(61)

2

TetsujiMiyazawa(54)[Reappointment]

Director

3

Naohiko Hino
(50)

[Reappointment]

Director

4

Yuichi Nishi(49)[Reappointment]

Director

5

Machiko Nambu(71)

6

Kazufumi Hattori(70)[Reappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Responsibilities

Attendanceat Board of
Directors
meetings
100%(11 / 11)

President ofSankyo Seiko
Apparel FashionCo., Ltd.
In charge ofCorporate Strategy
Development
Office, HeadOffice Departmentof Holdings
President ofSankyo Seiko(Asia Pacific) Co.,
Ltd.

100%(9 / 9)100%(9 / 9)100%(9 / 9)

Director

100%(11 / 11)

Director

100%(11 / 11)

Notes: 1. The ages of the candidates for Director are shown as of the date of the Meeting.
2. Mr. Tetsuji Miyazawa and Mr. Yuichi Nishi serve as corporate officers at subsidiaries of theCompany. The names of the respective subsidiaries and offices are shown in theResponsibilities column to facilitate understanding.

-5-No.

1Name(Date of birth)

Akira Inoue(May 19, 1963)[Reappointment]

Career summary, positions, responsibilities,and significant concurrent positions
April 1986
April 1999
April 2001
April 2006
June 2009
December 2012
April 2013
June 2013
June 2018
June 2019
April 2020
April 2022
April 2022
June 2022
July 2022

2

Tetsuji Miyazawa(April 29, 1970)[Reappointment]

3

Naohiko Hino
(February 14, 1974)[Reappointment]

Joined the Company
President of Hong Kong Company
General Manager of Hong Kong Division
Operating Officer
Senior Operating Officer
In charge of Taipei Division
President of Sankyo Seiko (Asia Pacific) Co., Ltd.
Director
President of Sankyo Seiko Fashion Service Co.,Ltd.
Managing Director
President & COO
President of Yokohama Textile Club, Ltd. (currentposition)
Chairman of DAKS Simpson Limited (currentposition)
President & CEO of the Company (currentposition)
CEO of LEONARD Fashion SAS (currentposition)[Significant concurrent positions]
・Chairman of DAKS Simpson Limited・CEO of LEONARD Fashion SAS
・President of Yokohama Textile Club, Ltd.
Joined the Company
April 1994
Manager of Ladies Wear Division, Textile
April 2002
Company
September 2008 Transferred to Sankyo Seiko Apparel Fashion Co.,
Ltd. incorporated in a company split
General Manager of 1 Division
June 2010
Operating OfficerJune 2012
DirectorJune 2020President (current position)
April 2022
Director of the Company (current position)
June 2023[Significant concurrent position]
・President of Sankyo Seiko Apparel Fashion Co., Ltd.
Joined the Company
April 1997
Manager of Finance and Accounting Division
April 2013
(Finance Group)
General Manager in charge of Finance・
April 2018
Accounting・IT, Head Office Department ofHoldings
Operating Officer in charge of Corporate Strategy
June 2022
Development Office, Head Office Department ofHoldings
Director (current position)
June 2023
In charge of Corporate Strategy Development
Office, Head Office Department of Holdings(current position)-6-

Number ofshares of theCompany held

71,526

15,263

15,263No.

4Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

April 1998
April 2006
April 2013
April 2018
Yuichi Nishi(September 26, 1974) September 2020
[Reappointment]

April 2021
June 2023

56

Joined the Company
Manager of Hong Kong Division
General Manager
President of Sankyo Seiko (Asia Pacific) Co., Ltd.
General Manager of DAKS・License Group, Head
Office Department of Holdings
President of Sankyo Seiko (Asia Pacific) Co., Ltd.
(current position)
Director (current position)

Number ofshares of theCompany held

20,018[Significant concurrent position]
・President of Sankyo Seiko (Asia Pacific) Co., Ltd.
Joined Hyogo Prefecture Office
April 1975
Joined Kobe Harbour Circus Co., Ltd.
April 1996
DirectorOctober 1998
Director of Pasona Cruiser Co., Ltd. (now Kobe
August 1999
Cruiser Co., Ltd.)
Machiko Nambu
Director of Concerto Co., Ltd.
(September 27, 1952) April 2006
President of Kobe Cruiser Co., Ltd.
President of Concerto Co., Ltd.
April 2006
[Reappointment]
Chairman of Kobe Cruiser Co., Ltd. (currentApril 2014
[Outside]position)
Outside Auditor of Honshu-Shikoku Bridge
June 2014[Independent]
Expressway Co., Ltd. (current position)
Outside Director of Morozoff Limited
April 2015
Outside Director of the Company (current position)
June 2020
Outside Director of OM Kobe Co., Ltd. (now Kobe
April 2022
Future City Co., Ltd.) (current position)
Joined Dentsu Inc.
April 1977
General Manager of Planning Department,
March 1997
Business Promotion Office, Kansai Branch
Kazufumi Hattori
Head of Kyoto Sales Office, Kansai Branch
January 2008
Executive Officer and Deputy Branch Manager of(October 27, 1953) April 2012
Kansai Branch
Director, Member of the Board and Head of Kansai
June2013[Reappointment]
Branch[Outside]
Director, Member of the Board, Managing
January 2016
[Independent]
Executive Officer and Head of Kansai BranchManaging Executive Officer and Head of Kansai
March 2016
BranchOutside Director of the Company (current position)
June 2020

Notes: 1. There are no special interests between any of the candidates and the Company.
2. Ms. Machiko Nambu and Mr. Kazufumi Hattori are candidates for Outside Director. If theirreappointment is approved under this proposal at the Meeting, the Company intends toregister them as independent directors as designated by the Tokyo Stock Exchange.
3. Reasons for nomination, expected roles, years in office of each of the Outside Director
candidates are as follows:(1) Ms. Machiko Nambu has served as President of Kobe Cruiser Co., Ltd. and Presidentof Concerto Co., Ltd., and has been nominated as a candidate for Outside Director ofthe Company so that she can reflect the extensive experience and advanced knowledge-7-00

she has gained through her career as a corporate manager in the management of theCompany. After her appointment, she is expected to leverage the insight she hasacquired through her experience of involvement in corporate management to actively
provide advice and contribute to further enhancing the management supervision andchecking function from an objective standpoint independent of business execution. She
will have served as Outside Director for four (4) years at the conclusion of the Meeting.
(2) Mr. Kazufumi Hattori has served as Head of the Kyoto Sales Office, Kansai Branch andDirector, Member of the Board and Head of the Kansai Branch of Dentsu Inc., and has
been nominated as a candidate for Outside Director of the Company so that he canreflect the extensive experience and advanced knowledge he has gained through his
career as a corporate manager in the management of the Company. After hisappointment, he is expected to leverage the insight he has acquired through his
experience of involvement in corporate management to actively provide advice andcontribute to further enhancing the management supervision and checking function
from an objective standpoint independent of business execution. He will have served as
Outside Director for four (4) years at the conclusion of the Meeting.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has entered into agreements with Ms. Machiko Nambu and Mr. Kazufumi Hattori
to limit their liability for damages under Article 423, Paragraph 1 of the said Act. If theirreappointment is approved under this proposal, the Company intends to continue the saidagreements with them. The liability for damages under the said agreements will be limited tothe amount stipulated by laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy with aninsurance company as provided for under Article 430-3, Paragraph 1 of the Companies Act.
An overview of the said insurance policy is presented on page 24 of the Business Report(available only in Japanese). If the appointment of each candidate is approved under this
proposal, they will be insured under the said policy. The Company intends to renew the said
policy on similar terms when it comes due for renewal in May 2025.

-8-(Reference) Skills matrix of candidates for Director
The Company expects each candidate to contribute in the following fields in particular, based on theirinsight, experience, and abilities.

NameAkira Inoue

Corporate
Brand Internationality
Position in the management
Finance // Overseas Governancebusiness /Company / Corporate
Accountingbusiness
Sales
strategy
President &●●●●CEOTetsuji Miyazawa

Director●

Naohiko Hino

Director●Yuichi Nishi

Director●

Machiko Nambu
Kazufumi Hattori

OutsideDirector
OutsideDirector●

HRdevelopment/ Diversity

●

●

●
●

●

●
●

●

IT / DX

●
●

●

SDGs

●
●

●

●

●

Notes: 1. The “Position in the Company” column above shows the positions to be held by candidates if
this proposal is approved as proposed.
2. This matrix does not show all of the insight, experience or abilities possessed by eachDirector.

-9-Proposal 3:

Election of Two (2) Substitute Company Auditors

The effect of the election of substitute Company Auditors Ms. Yuri Kawashima and Mr. Takaaki Niida
will expire at the conclusion of the Meeting. Accordingly, in order to prepare for a situation where thenumber of Company Auditors falls short of the number required by laws and regulations, the Company
proposes the election of two (2) substitute Company Auditors.
The candidates for substitute Company Auditor are shown below. Ms. Yuri Kawashima will be asubstitute for Mr. Takashi Shoji and Ms. Fumi Takatsuki, Outside Corporate Auditors, and Mr. Takaaki
Niida will be a substitute for Mr. Katsumi Koyama, Corporate Auditor.
The consent of the Board of Company Auditors has been obtained to this proposal.
No.

Name
(Date of birth)
Yuri Kawashima(June 4, 1978)

1

2[Reappointment][Outside][Independent]

Takaaki Niida(July 1, 1975)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
October 2004
October 2011
January 2015

Registered as Attorney at Law
Joined Oh-Ebashi LPC & Partners
Registered as Attorney at Law in the State of New
York, USA
Partner of Oh-Ebashi LPC & Partners (currentposition)[Significant concurrent position]
・Partner of Oh-Ebashi LPC & Partners
Joined the Company
April 1998
Manager of Finance and Accounting Division
April 2011
(Consolidated Accounting Group), Head Quarter
Head of Internal Control Office
April 2020
November 2021 Manager in charge of Finance・Accounting・
Legal and Related Businesses, Corporate Strategy
Development Office, Head Office Department ofHoldings
General Manager of International Accounting andApril 2023
Tax Group, Corporate Strategy DevelopmentOffice, Head Office Department of Holdings
Registered as Certified Public Tax Accountant
May 2023
General Manager of Financing and Accounting
April 2024
Group, Corporate Strategy Development Office,Head Office Department of Holdings (currentposition)

Number ofshares of theCompany held

09,641

Notes: 1. There are no special interests between Ms. Yuri Kawashima or Mr. Takaaki Niida and theCompany.
2. The number of shares of the Company held by Mr. Takaaki Niida includes shares held forhim by the employee shareholding association.
3. Ms. Yuri Kawashima is a candidate for substitute Outside Company Auditor. If her
appointment is approved under this proposal at the Meeting and she subsequently assumes
office as Corporate Auditor, the Company intends to register her as an independent auditor as
designated by the Tokyo Stock Exchange.
4. Reasons for nomination of the substitute Outside Company Auditor candidate are as follows:
Ms. Yuri Kawashima has never been directly involved in corporate management, but has
been engaged in corporate legal affairs work for many years as an Attorney at Law, and has
been nominated as a candidate for substitute Outside Company Auditor so that she can reflect
her specialized knowledge and broad practical experience in the audit and supervision of the- 10 -Company. The Company has entered into an advisory agreement with Oh-Ebashi LPC &Partners, where Ms. Kawashima holds the office of Partner, but the advisory fees paid by theCompany do not exceed 1 million yen annually, and the Company believes there is noproblem with her externality or independence.
5. If the appointment of Ms. Yuri Kawashima and Mr. Takaaki Niida is approved under thisproposal and they subsequently assume office as Company Auditors, the Company intends toenter into agreements with them to limit their liability for damages under Article 423,
Paragraph 1 of the Companies Act, in accordance with the provisions of Article 427,
Paragraph 1 of the said Act. The liability for damages under the said agreements will belimited to the amount stipulated by laws and regulations.
6. The Company has entered into a directors and officers liability insurance policy with aninsurance company as provided for under Article 430-3, Paragraph 1 of the Companies Act.
An overview of the said insurance policy is presented on page 24 of the Business Report(available only in Japanese). If the appointment of Ms. Yuri Kawashima and Mr. Takaaki
Niida is approved under this proposal and they subsequently assume office as Company
Auditors, each will be insured under the said policy. The Company intends to renew the said
policy on similar terms when it comes due for renewal in May 2025.

- 11 -