[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 10, 2022
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 105th ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 105th Annual Meeting of Shareholders of SENKO GroupHoldings Co., Ltd. (the “Company”) on June 28, 2022, which will be held as described hereunder.
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 theMeeting of Shareholders and exercise your voting rights by either of the following methodsby 6:15 p.m., Monday, June 27, 2022 (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.
Meeting Details
1. Date and Time:

Tuesday, June 28, 2022 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 105thfiscal year from April 1, 2021 to March 31, 2022 and Reports of Audit on theConsolidated Financial Statements by Financial Auditor and the Board ofCorporate Auditors
2. Reports on the Non-Consolidated Financial Statements for the 105th fiscal year
(from April 1, 2021 to March 31, 2022)-1-

[Translation]

Items to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Two (2) Directors
Proposal 3:
4. Other matters concerning the Meeting:
Included in the documents to our shareholders that should be provided by the Company
when providing this Notice of Convocation are the notes to consolidated financial statements(Japanese only) and the notes to non-consolidated financial statements (Japanese only). As
provided for by laws and regulations and Article 16 of the Company’s Articles ofIncorporation, these documents are posted on the Company’s website(https://www.senkogrouphd.co.jp/ir/stock_info/general_meeting/) and are not included asaccompanying material to this document.
As a result, the accompanying material to this document includes one part of the materials thatare the target of the audit by the Financial Auditor and the Corporate Auditors.

<About electronic voting platforms>
Trust banks and other nominee shareholders (including standing proxies) who have applied in advance touse 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.

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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.

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.

2.

(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: 2,545,405,410 yen(3)Effective date of dividend payment
June 29, 2022

Other matters relating to the appropriation of surplus(1)

Item and amount of reduction in surplus:
Retained earnings carried forward

550,000,000 yen(2)Item and amount of increase in surplus:
General reserve

550,000,000 yen(3)Reason for such action:
This is to strengthen the management foundation in preparation for future businessdevelopment.

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Proposal 2:
1.

Partial Amendments to the Articles of Incorporation

Reasons for proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes toits Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the meeting of shareholders in electronic format.

2.

(1)

Article 16, paragraph 1 in “Proposed amendments” below will stipulate that theCompany shall take measures for providing information that constitutes the content ofreference documents for the meeting of shareholders, etc. in electronic format.

(2)

Article 16, paragraph 2 in “Proposed amendments” below will establish the provision tolimit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents.

(3)

Since the provisions for Internet Disclosure and Deemed Provision of Reference
Documents for the Meeting of Shareholders, Etc. (Article 16 of the current Articles ofIncorporation) will no longer be required, they will be deleted.

(4)

Accompanying the aforementioned establishment and deletion of provisions,
supplementary provisions regarding the effective date, etc. will be established.

Details of proposed amendments
Details of the proposed amendments are as follows:(Underlined portions are amended.)
Proposed amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of ReferenceDocuments for the Meeting of Shareholders, Etc.)
Article 16 When the Company convenes a meeting ofshareholders, if it discloses information that is to
be stated or presented in the reference documents
for the meeting of shareholders, business report,
non-consolidated financial statements andconsolidated financial statements through theInternet in accordance with the provisions
prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided
this information to shareholders.

(Newly established)(Deleted)(Measures, etc. for Providing Information in ElectronicFormat)
Article 16
1 When the Company convenes a meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

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Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)
1 The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for theMeeting of Shareholders, Etc.) in the pre-amended
Articles of Incorporation and the establishment of thenew Article 16 (Measures, etc. for Providing
Information in Electronic Format) in the amended
Articles of Incorporation shall be effective from the dateof enforcement of the revised provisions provided for inthe proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as the “Date ofEnforcement”).
2 Notwithstanding the provision of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain effective regarding any
meeting of shareholders held on a date within six
months from the Date of Enforcement.
3 These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date ofEnforcement or three months have elapsed from the dateof the meeting of shareholders in the preceding
paragraph, whichever is later.

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[Translation]

Proposal 3:
Election of Two (2) Directors
As Directors Mr. Kenichi Shiraki and Mr. Kazuhiro Yamanaka will retire due to resignation atthe conclusion of this Annual Meeting of Shareholders, the Company proposes the election oftwo (2) Directors as their substitutes.
The terms of office of Directors elected as substitutes will be until the expiration date of theother incumbent Directors’ terms of office in accordance with the provisions of the Company’sArticles of Incorporation.
The candidates for the Directors are as follows: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 ofBusiness Policy Promotion HQ, Responsible for Safety,
Quality and Environment, Responsible for Constructing
Regional Logistics Network, SENKO Co., Ltd.

June 2019

Director, Responsible for Constructing Nationwide
Logistics Network, SENKO Co., Ltd.

April 2020

Senior Managing Executive Officer, Responsible for
Business Administration, Senior Manager of DX
Promotion Dept., SENKO Co., Ltd.

December 2020

Senior Manager of Warehouse Business Promotion Div.,SENKO Co., Ltd.

April 2021

Responsible for Human Resources, SENKO Co., Ltd.
(present)

April 2022

President and Representative Director, SENKO Co., Ltd.
(present)1

Number of theCompany’s
shares held

41,855(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 inincreasing 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 for a new Director.

-6-[Translation]No.

Name(Date of birth)

Yoshiki Kanaga(December 25, 1959)
2Career 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, SENKO
Co., Ltd.

December 2018

General Manager of Housing Logistics Sales HQ, Senior
Manager of Housing Logistics Sales Development Div.,SENKO Co., Ltd.

April 2021

Director and Vice President, Runtec Corporation

April 2022

President and Representative Director, Runtec
Corporation (present)

Number of theCompany’s
shares held

54,100(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 theexpansion 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 for a new Director.
Notes:

1. Mr. Kenji Sugimoto and Mr. Yoshiki Kanaga are new candidates for Director.
2. There are no special interests between any of the candidates and the Company.
3. 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 arethe insureds, assuming responsibility for the execution of their duties or receiving claims related to thepursuit of such responsibility. If each candidate is elected a Director, such candidate will become aninsured under this policy, and the Company plans to renew the insurance policy during their terms ofoffice.

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