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.

Securities Code: 8881
June 5, 2023
To our shareholders:
Yukiyoshi Tsutsumi,
Representative Director and President
NISSHIN GROUP HOLDINGS Company, Limited
8-1, Shinjuku 5-chome, Shinjuku-ku, Tokyo

Notice of the 49th Annual General Meeting of Shareholders
We are pleased to announce the 49th Annual General Meeting of Shareholders of NISSHIN GROUP HOLDINGS
Company, Limited (the “Company”), which will be held as indicated below.
The agenda for this General Meeting of Shareholders includes proposals made by the Company (Proposals No. 1 andNo. 2) and a proposal made by a shareholder (Proposal No. 3). The content of the proposals is described in the“Reference Documents for General Meeting of Shareholders” below. However, the Company Board of Directors
opposes Proposal No. 3 made by the shareholder. The reasons why the Company Board of Directors opposes the
proposal are given on page 7 of the “Reference Documents for General Meeting of Shareholders.”
When convening the Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information on the
Company’s website. Please access the Company’s website by using the Internet address shown below to review the
information.
The Company’s website:
https://nisshin-hd.co.jp/archives/investor_information/post-1106 (in Japanese)
Items subject to measures for electronic provision are also provided electronically on the Tokyo Stock Exchange(TSE) website. Access the Tokyo Stock Exchange (TSE) website, enter “Issue Name (NISSHIN GROUPHOLDINGS)” or “Code (8881),” select “Basic Information” and then “Documents for Public Inspection/PR
Information,” and confirm the information in “[Notice of General Shareholders Meeting /Informational Materials for
a General Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Measures have also been taken to provision information in electronic format via the following websites.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/8881/teiji/ (in Japanese)-1-

If you are unable to attend the meeting in person, you may exercise your voting rights in writing or electronically(via the internet, etc.). Please review the attached Reference Documents for General Meeting of Shareholders andexercise your voting rights by 6:00 p.m. on Friday, June 23, 2023 (JST). In addition, we will stream video on theinternet so that you can watch the proceedings of the meeting.
1. Date and Time: Monday, June 26, 2023, 10:00 a.m. (JST) (Doors open at 9:00 a.m.)
2. Venue:
Nakano Central Park Conference
10-2, Nakano 4-chome, Nakano-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 49th fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 49th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:[Company Proposal]
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Audit & Supervisory Board Members[Shareholder Proposal]
Proposal No. 3
Acquisition of treasury stock
An overview of the proposal made by the shareholder (Proposal No. 3) is provided in the “Reference Documents for
General Meeting of Shareholders” (page 7) below.
4. Matters to be determined upon convocation(1) If no indication is made regarding your vote for or against each proposal on the voting form that was returnedto the Company, it will be considered an indication that you “approve” the company’s proposals (Proposal
No. 1 and Proposal No. 2) or that you “disapprove” the proposal by the shareholder (Proposal No. 3).
(2) If you exercise your voting rights both in writing and electronically, the voting rights exercised electronicallywill be considered valid.
(3) If you exercise your voting rights more than once electronically, only the last vote will be considered valid.

1. If you attend the meeting, we request that you submit the voting form to the reception desk at the meeting. For the purpose of saving
resources, please be sure to bring this notice with you.
2. In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic provisionby accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating the items only
to shareholders who request the delivery of paper-based documents by the record date. However, for this general meeting ofshareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to allshareholders, regardless of whether or not they have requested them.
Among the measures for electronic provision, the following matters are not included in the sent documents based on the provisions
in laws and regulations and in Article 16 of the Company’s Articles of Incorporation.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements
Consequently, the Consolidated Financial Statements and the Non-consolidated Financial Statements described in this document
consist of part of the that were audited by the Financial Auditor in preparing the audit reports, and the Audit & Supervisory Board
prepared the audit reports.
3. If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted each website mentioned above.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information(Company Proposal (Proposal No. 1 and Proposal No. 2))
Proposal No. 1
Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company recognizes the return of profit to its shareholders as one of key management priorities in the company
operation.
The Company maintains a basic policy to pay appropriate dividends based on business performance while taking
into account future business development, etc. in addition to the shareholder-oriented policy and also paying attention
to internal reserves, as well as to maintain long-term stable dividends.
The Company has given consideration to matters including the above basic policy and the business performance ofthe fiscal year, and it proposes to pay year-end dividends for the 49th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥22 per common share of the Company
Total payment: ¥1,031,920,296(3) Effective date of dividends of surplus
June 27, 2023

-3-

Proposal No. 2

Election of Four Audit & Supervisory Board Members

The terms of office of all four Audit & Supervisory Board Members will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of four Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are follows:

1
2

3

4

Attendance atAttendance at
Audit &
Board of Directors
Supervisory Board
meetings
meetings

Candidate No.

Name

Current position in the Company

Reelection

Kiyotaka Yoshizumi

Standing Audit & Supervisory Board Member

12/12

12/12

Tetsuya Kojima

Outside Audit & Supervisory Board Member

12/12

12/12

Hirosuke Yoshino

Outside Audit & Supervisory Board Member

11/12

11/12

-

-

-

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

CandidateNo.

1

Atsuko Ohata

Name(Date of birth)

Career summary, position in the Company, and significant
Number of sharesconcurrent positions outside the Company
owned
Apr. 1981
Joined DESCENTE LTD.
May 1986
Joined the Company
Apr. 2006
General Manager of General Affairs
Department, Yokohama Branch
May 2007General Manager of General Affairs
Department (in charge of internal control)
July 2010
General Manager of Audit Office and General
Affairs Department (in charge of internal
control)
Kiyotaka Yoshizumi
21,400 shares
Sept. 2012
General Manager of General Affairs(July 10, 1958)
Department, General Manager of General
Affairs Department, Yokohama Branch,
General Manager of Audit Office of theCompany, in charge of internal control
May 2014
General Manager of Audit Office and General
Manager of General Affairs Department of
Yokohama Branch
June 2015
Standing Audit & Supervisory Board Member(current position)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Since joining the Company, he has utilized his abundant experience in the General Affairs Department and has a recordof strengthening the Company’s internal control and governance as the head of the Audit Office, and has the ability to
conduct appropriate audits. Therefore, the Company continues to nominate him as a candidate for Audit & Supervisory
Board Member.

-4-Candidate
No.

2

3

4

Notes:

1.
2.
3.

4.
5.
6.

Name
(Date of birth)

Career summary, position in the Company, and significant
Number of sharesconcurrent positions outside the Company
owned
Oct. 1989
Joined Inoue Saito Audit Corporation (currently
KPMG AZSA LLC)
Tetsuya Kojima
Dec. 1995
Opened Kojima Certified Public Accountant- shares(August 30, 1964)
Office (current position)
June 2008
Outside Audit & Supervisory Board Member of
the Company (current position)
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company expects that he will be able to completely fulfill his role as an Audit & Supervisory Board Member of theCompany based on his accounting perspective and extensive knowledge as a certified public accountant. Therefore, theCompany continues to nominate him as a candidate for Outside Audit & Supervisory Board Member. Tetsuya Kojima
has never been involved in the management of a company. However, the Company judges he will appropriately fulfill
his duties as an Outside Audit & Supervisory Board Member based on the above reasons.
Apr. 1999
Joined Starzen Co., Ltd.
Dec. 2005
Joined AZSA & Co. (currently KPMG AZSA
LLC)July 2014
Joined Shinwa Keiei Center Co., Ltd. (currently
Hirosuke Yoshino
Rengo Accounting Office)- shares(September 18, 1974)
Nov. 2014
Representative partner of Rengo Accounting
Office (current position)
June 2019
Outside Audit & Supervisory Board Member of
the Company (current position)
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company expects that he will be able to completely fulfill his role as an Audit & Supervisory Board Member of theCompany based on his accounting perspective and extensive knowledge as a certified public accountant and certified
tax accountant. Therefore, the Company continues to nominate him as a candidate for Outside Audit & Supervisory
Board Member.
Oct. 2000
Registered as an attorney at law (Tokyo Bar
Association)*
Oct. 2000
Ono Takao Law Office (currently ONO SOGO
- shares
Atsuko Ohata
LEGAL PROFESSION CORPORATION)(June 18 1971)
Jan. 2011
Etoile Law Office
May 2022
HORIZON LAW OFFICE (current position)
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company expects that she will be able to use her specialized knowledge and experience as a lawyer to provide
various guidance on Company management and the execution of duties by Directors from the perspective of legal
compliance and corporate governance. Therefore, the Company nominates her as a candidate for Outside Audit &Supervisory Board Member. Atsuko Ohata has never been involved in the management of a company. However, theCompany judges she will appropriately fulfill her duties as an Outside Audit & Supervisory Board Member based on
the above reasons.
There is no special interest between any of the candidates and the Company.
New candidates for Audit & Supervisory Board Member are indicated by an asterisk (*).
Tetsuya Kojima, Hirosuke Yoshino and Atsuko Ohata are candidates for Outside Audit & Supervisory Board Members.
The Company has submitted notification to the Tokyo Stock Exchange that Tetsuya Kojima and Hirosuke Yoshino havebeen designated as independent officers as provided for by the aforementioned exchange. The Company plans to submit
notification to the aforementioned exchange that Atsuko Ohata has been designated as an independent officer.
At the conclusion of this meeting, Tetsuya Kojima’s tenure as Audit & Supervisory Board Member of the Company will
have been 15 years.
At the conclusion of this meeting, Hirosuke Yoshino’s tenure as Audit & Supervisory Board Member of the Company will
have been four years.
If Tetsuya Kojima, Hirosuke Yoshino and Atsuko Ohata are elected, pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, the Company plans to continue to enter into an agreement with Tetsuya Kojima and Hirosuke
Yoshino to limit their liability for damages under Article 423, paragraph (1) of the Companies Act, and to enter into thesame agreement with Atsuko Ohata. Pursuant to this agreement, the defined maximum amount of liability for damages is
the minimum amount provided for under Article 425, paragraph (1) of the Companies Act.

-5-

Reference:
Expertise and experience expected of Directors and Audit & Supervisory Board Members (skills matrix)
If Proposal No. 2 is approved as proposed at this General Meeting of Shareholders, the composition of the directors
and auditors and the skill matrix specifically expected of each of them are as follows. Please note that it does not
represent all of the knowledge and experience that each of them possesses.

Name

Yukiyoshi Tsutsumi
Takashi Kamiyama

Hideki Kuroiwa

Post

Representative Director
and President
Representative Director
and Senior Managing
Director
Representative Director
and Senior Managing
Director

Areas particularly anticipated from Directors and Audit & Supervisory Board
Members
Finance
Real
ESG
Legal risk
Corporate
Personnel
andInnovaestate
Sustainmanagemanageand laboraccounttion
construcability
ment
ment
ing
tion
●

●

●

●

●

●

●

●

●

●

●

●

Takashi Sakairi

Director

●

●

●

●

Toshiya Sato

Director

●

●

●

●

Katsumi Shimada

Director

●

●

●

●

Yoshio Aoshima

Outside Director●

Yasuhiko Abe

Outside Director

Ikuo Shimizu

Outside Director

Kiyotaka Yoshizumi

Tetsuya Kojima

Hirosuke Yoshino

Atsuko Ohata

●

●
●

●

Standing Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
Member

●

●
●

●

●

●

●

●

●

-6-

●

●

●

Shareholder Proposal (Proposal No. 3):
Proposal No. 3 is based on a proposal made by a shareholder.
The number of voting rights of the shareholder (one person) making the proposal is 4,700.
Proposal No. 3

Acquisition of treasury stock

Pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, within 150 days from the conclusion ofthis Ordinary General Meeting of Shareholders, 3,000,000 shares of the Company’s common stock shall be acquired
through the delivery of cash, up to a total acquisition price of 1,500 million yen (however, if the total acquisition
price permissible under the Companies Act falls below this amount (“Distributable Amount” stipulated in Article 461of the Companies Act), the upper limit of the total acquisition price permissible under the Companies Act).
Note:

The outline of this proposal is as stated in the original text. The shareholder making the proposal did notstate the reason for the proposal.

Opinion of the Board of Directors on Proposal No. 3[Opinion]
The Company Board of Directors opposes Proposal No. 3.
The Company recognizes the return of profit to its shareholders as one of key management priorities in the company
operation. The Company maintains a basic policy to pay appropriate dividends based on business performance while
taking into account future business development, etc. and paying attention to internal reserves in addition to theshareholder-oriented policy, as well as to maintain long-term stable dividends.
Even during the period when the Group’s business performance deteriorated as a result of being affected by outside
factors, such as the bursting of Japan’s bubble economy and 2008 global financial crisis in wake of the Lehman
Brothers collapse, the Company continued to pay dividends and was able to realize the return of profit to its
shareholders as it secured sufficient internal reserves.
In the current situation in which global affairs are changing rapidly and complexly, risks in the business environment
are increasing, and future uncertainties are increasing, the Company believes that it is necessary to secure capital for
growth investments for the enhancement of long-term corporate value, and sufficient internal reserves in light of
uncertainties in the business environment in order to for the Group to flexibly respond to environmental changes andwork for sustainable growth, and to realize the long-term return of profits to its shareholders. At this General Meetingof Shareholders, the Company plans to make a proposal regarding dividends that takes into consideration the policy
below.
On the other hand, this shareholder proposal proposes the acquisition of treasury stock totaling 6% or more of theCompany’s total number of issued shares in addition to the dividend proposal considered by the Company. If this
proposal is approved, it will be difficult to secure capital for strategic investments for the Company’s sustainablegrowth, and there is a possibility that the Company’s capability to respond to business risks will be weakened.
Furthermore, not only is the Company unsure whether or not this shareholder proposal was proposed from theperspective of realizing the long-term, stable return of profits to shareholders, but even if this shareholder proposal
is hastily approved, the Company believes that the effects will be temporary and limited.
As this shareholder proposal is not in accordance with the Company’s basic policy for shareholder returns and does
not lead to the enhancement of medium- to long-term corporate value, the Company believes that it may become asituation that fails to provide benefits to shareholders.
For the above reasons, the Company Board of Directors opposes the proposal by the shareholder.

-7-