[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 7, 2024
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 107th ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 107th Annual Meeting of Shareholders of SENKO GroupHoldings Co., Ltd. (the “Company”) on June 26, 2024, 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 theMeeting of Shareholders and exercise your voting rights by either of the following methodsby 6:15 p.m., Tuesday, June 25, 2024 (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.

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Meeting Details
1. Date and Time:

Wednesday, June 26, 2024 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 107th
fiscal year from April 1, 2023 to March 31, 2024 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 107th fiscal year
(from April 1, 2023 to March 31, 2024)
Items to be resolved:
Appropriation of Surplus
Proposal 1:
Disposalof Treasury Shares Through Third-Party Allotment for theProposal 2:
Purpose of Supporting Social Contribution Activities of SENKOMIRAI Foundation
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 FinancialStatements” in Non-Consolidated 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.
Institutional investors may use the electronic voting platform for institutional investors operated
by ICJ, Inc.

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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.

2.

Matters concerning year-end dividend
In view of the Company’s performance in this fiscal year, the Company proposes to pay 19
yen per share as the year-end dividend. Combined with interim dividend of 19 yen per
share, this brings the annual dividend to 38 yen per share.
(1)

Type of dividend assets
Cash

(2)

Allocation and total amount of the dividend assets
19 yen per share of the Company’s common shares
Total amount of dividends: 2,951,617,529 yen(3)

Effective date of dividend payment
June 27, 2024

Other matters relating to the appropriation of surplus
(1)
(2)
(3)

Item and amount of reduction in surplus:
General reserve

700,000,000 yen

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

700,000,000 yen

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.

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Proposal 2:
1.

Disposal of Treasury Shares Through Third-Party Allotment for the Purposeof Supporting Social Contribution Activities of SENKO MIRAI Foundation

The establishment of the Foundation and its purpose
With the aim of being a corporate group that creates future trends, the SENKO Group isdeveloping businesses that support peoples’ lives in a wide range of business domains,such as trading & commerce, living support, business support and products, with thelogistics business at its core. In building these businesses, we considered that personnel
development must be the most important factor and we opened a comprehensive training
facility, Crefeel Koto, in Shiga Prefecture in 1996. We have been dedicated to theimprovement of our technologies, quality, productivity, etc., mainly in the logistics
business sites. Furthermore, we stated our mission to “foster people” in the SENKOGroup’s corporate philosophy formulated in 2017 and opened an in-house university,SENKO University, in order to develop management-level and highly professional humanresources, among others. In this way, we have been focusing on human resource education.
In Japan, the birthrate is declining and students are expected to play increasingly importantroles as the future leaders of the country and companies, whereas it is a fact that there aremany students who have difficulty attending school for financial reasons.
In the light of this situation, the Company established SENKO MIRAI Foundation (the“Foundation”) on April 1, 2024. By providing scholarships to support outstanding students
who aspire to study, the Foundation will carry out activities that will lead to thedevelopment of excellent human resources who will contribute to the future of Japan andthe development of the diverse industries to which the SENKO Group belongs. The
Foundation’s activities will nurture the SENKO Group’s future employees, contribute toour business activities, and gain the credibility and support of our stakeholders by fulfilling
our social responsibility to develop the next generation of human resources. Thus, theCompany believes that these activities will contribute to the sustainable growth of theSENKO Group and enhance its corporate value over the medium to long term.

2.

Disposal of treasury shares
The Company had considered supporting school attendance by making donations and othercontributions rather than through the Foundation, however, since the Company has been
maintaining stable dividend for many years, the allocation of treasury shares to theFoundation will enable them to obtain stable funds as dividends. Therefore, the Company
would like to dispose of treasury shares at a particularly favorable amount to be paidthrough the method of a third-party allotment to the Foundation.

3.

Rationality of disposal conditions, etc.
In order for the Foundation to conduct their activities in a long-term and stable manner, theCompany believes that the number of treasury shares to be disposed of, which is the sourceof their activities, is reasonable. The Company also believes that the number of issuance ofthe shares is reasonable because the impact of the disposal of treasury shares on thesecondary market will be insignificant since it is unlikely that the shares will flow out tothe stock market in the course of contributions to the Foundation.
In addition, since the size of the dilution with the disposal of treasury shares is small,which is 0.95% of the total number of issued shares (0.97% of the total number of voting
rights of 1,550,390, both rounded to two decimal places), the Company believes that theimpact on the stock market will be insignificant.

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[Translation]

As stated above, the SENKO Group’s activities through the Foundation will lead to theenhancement of the SENKO Group’s corporate value and the Company judges that it will
be more effective than the dilution caused by the disposal of treasury shares.
Furthermore, because it is stipulated in the Articles of Incorporation of the Foundation thatthe voting rights attached to shares held by the Foundation shall not be exercised, thevoting rights of the Company’s shares to be held by the Foundation as a result of thedisposal of treasury shares will not be exercised. As such, the Company believes that there
will be virtually no impact on the percentage of voting rights.
For the reasons stated above, the Company believes that the amount to be paid of 1 yen pershare is appropriate for the aforementioned purpose and objectives regarding theFoundation, and the Company requests approval for the delegation of the decision on theoffering terms to the Board of Directors of the Company regarding the disposal of treasury
shares through a third-party allotment in accordance with the provisions of Articles 199
and 200 of the Companies Act.
Details of treasury shares to be disposed of(i) Class and number of shares to bedisposed ofCommon shares: 1,500,000 shares(ii) Lower limit of amount to be paid

1 yen per share(iii) Total amount to be paid

1,500,000 yen(iv) Disposal method

Disposal through third-party allotment(v) Disposal recipient

SENKO MIRAI Foundation(vi) Date of disposal

Undetermined(vii) Delegation of decisions

In addition to the matters set forth above, all other mattersnecessary to determine the offering terms of the disposal oftreasury shares shall be decided by a resolution of the Board ofDirectors of the Company.

Overview of the Foundation(i) Name

SENKO MIRAI Foundation(ii) Founder

SENKO Group Holdings Co., Ltd.

(iii) Representative Director

Shinzo Yoshimura(iv) Activities

Grant-type scholarships for undergraduate and graduate students
Other matters required to achieve the objectives of theFoundation(v) Funds for the activities

Approx. 45 million yen per year

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