This document has been translated from the Japanese original for reference purposes only. In the event ofany 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 other forms of damages
arising from the translation.

Securities code: 9932
May 25, 2023
(Start date of Measures for Electronic Provision: May 24, 2023)
To Stockholders with Voting Rights:
Masahiro Sugimoto
President and Executive Officer
SUGIMOTO & CO., LTD
5-7-27 Itachibori, Nishi-ku, Osaka,Japan

NOTICE OF CONVOCATION OF
THE 98TH ANNUAL STOCKHOLDERS’ MEETING
Dear Stockholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 98th Annual Stockholders’ Meeting of SUGIMOTO & CO.,LTD (the “Company”). The meeting will be held for the purposes described below.
In convening this Stockholders’ Meeting, the Company has taken measures to provide the informationelectronically on the below website as the Notice of Convocation of the 98th Annual Stockholder’sMeeting and Other Matters for Electronic Provision (Matters Omitted in the Issued Written Document).
The Company’s website (https://www.sugi-net.co.jp)
In addition to the above, information is also provided on the below website.
Tokyo Stock Exchange website(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please access the above website, enter the issue name (company name) or the securities code to run asearch, and select “Basic information” and then “Documents for public inspection/PR information” toconfirm the details.
If you are unable to attend the meeting, you can exercise your voting rights in writing or byelectromagnetic means (the internet, etc.). Please review the Reference Documents for the Stockholders’Meeting shown in the matters for electronic provision and exercise your voting rights by 5:00 p.m. on
Wednesday, June 14, 2023.
1 Date and Time:Thursday, June 15, 2023 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2 Place:

Main Hall, 7th floor, Headquarters of the Company
5-7-27 Itachibori, Nishi-ku, Osaka, Japan

3 Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 98th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Accounting Auditor and the Board of Auditors of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 98th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors
Proposal 2:-1-

Proposal 3:

Election of Three (3) Auditors When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
To save resources, please bring this Notice of Convocation with you.
 Should matters for electronic provision require a revision, the details will be posted on the websites
shown above.

-2-

Reference Documents for the Stockholders’ Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company positions its dividend policy as one of the highest management priorities.
Comprehensively taking into consideration the financial position, profit level, dividend payout ratio, andother factors, the Company proposes to pay the following year-end dividends for the 98th fiscal year,with an eye on constant and stable dividend payout. Internal reserves will be used to make investments
for the future and further strengthen the corporate structure.
The annual dividend payout will be ¥65 per share, including the interim dividend of ¥30 already
distributed.
1. Matters on year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and the total amount¥35 per share of the Company’s common stock(3) Effective date of dividends of surplus
June 16, 2023

-3-

Total: ¥352,739,275

Proposal 2:

Election of Five (5) Directors

The terms of office of all five (5) Directors will expire at the conclusion of this Stockholders’ Meeting.
Accordingly, the election of five (5) Directors (of which two (2) are Outside Directors) is proposed.
The candidates for Directors are as follows.

No.

1

Name

Masahiro Sugimoto[Reappointment]

Current positions, etc. at the Company

President
Executive Officer
Sales Division Manager
Executive Director
Managing Executive Officer
Management Division Manager
Corporate Planning Department Manager
Executive Director
Executive Officer
Direct Sales Control Department Manager
Third Direct Sales Department Manager

Attendanceat theBoard ofDirectors
meetings
100.0%(16/16)100.0%(16/16)2

Masayuki Sugimoto [Reappointment]

3

Hiroyuki Imanaka[Reappointment]

4

Kamezo Miyaji[Reappointment][Outside][Independent]

Outside Director

100.0%(16/16)

5

Yuki Tsuru[Reappointment][Outside][Independent]

Outside Director

100.0%(13/13)-4-

100.0%(13/13)

No.

1

2

3

Name
(Date of birth)

Career summary(Positions, responsibilities, and significant concurrent positions)

Number ofshares of theCompany held

Joined the Company
Executive Director
Masahiro Sugimoto
Managing Executive Director(December 10, 1950)
Senior Managing Executive Director
531,315President and Sales Division Manager[Reappointment]
Director, SUGIMOTO CO., LTD. (current position)
President, Executive Officer, and Sales Division
Manager, the Company (current position)[Reason for nomination as candidate for Executive Director]
Mr. Masahiro Sugimoto has a wealth of experience in and advanced knowledge on the Company’s businessactivities, which he has gained through his duties as Representative Director. He has long engaged in corporate
management since assuming the position of the Company’s Executive Director and has executed his duties
appropriately during the terms of office. The Company therefore considers that he is suitable as an Executive
Director and renominates him as a candidate for an Executive Director.
April 2008
Joined the Company
Hiroshima Office Manager
April 2013
Executive Officer and West Sales Department
April 2019
Manager
Masayuki Sugimoto
Managing Executive Officer, Management Division
April 2021
(July 31, 1984)
Manager, and SE Promotion Department
87,750June 2021
Executive Director, Managing Executive Officer,[Reappointment]
Management Division Manager, and SE Promotion
Department
April 2023
Executive Director, Managing Executive Officer,
Management Division Manager and Corporate
Planning Department Manager (current position)[Reason for nomination as candidate for Executive Director]
Mr. Masayuki Sugimoto has served as a sales office manager and a sales department manager at the Company,
is well-versed in a broad range of business fields, and has been exercising strong leadership in an ongoingcompany-wide business reform. The Company therefore considers that he is suitable as an Executive Director
and renominates him as a candidate for an Executive Director.
April 1998
Joined the Company
April 2006
Kashima Office Manager
April 2009
Sales Promotion Manager and Kashima Office
Manager
Hiroyuki Imanaka
September 2009 Executive Officer and Third Direct Sales(April 23, 1974)
Department Manager
16,851
April 2022
Executive Officer, Direct Sales Control Department[Reappointment]
Manager, and Third Direct Sales Department
ManagerJune 2022
Executive Director & Executive Officer, Direct
Sales Control Department Manager, and Third
Direct Sales Department Manager (current position)[Reason for nomination as candidate for Executive Director]
Mr. Hiroyuki Imanaka has served as a sales office manager and a sales department manager at the Company
and is well-versed in a broad range of business operations. He has made achievements in direct sales
departments in the Kanto area, the Company’s key market, and is expected to lead the entire sales operation
going forward. The Company therefore considers that he is also suitable as an Executive Director andrenominates him as a candidate for an Executive Director.
March 1974
December 1985
June 1990
June 1996
June 2000
December 2014
April 2019

-5-

No.

Name
(Date of birth)
Kamezo Miyaji(November 24, 1944)

4

5[Reappointment][Outside][Independent]

Career summary(Positions, responsibilities, and significant concurrent positions)

Number ofshares of theCompany held

Joined Takiron Corporation (currently C.I.
TAKIRON Corporation)
Director
Director and Senior Managing Executive Officer
Honorary Adviser (current position)
Outside Director, the Company (current position)

4,500

April 1967
June 1998
June 2006
June 2010
June 2011[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Kamezo Miyaji has long engaged in the management of Takiron Corporation. Based on a wealth ofexperience and broad insight, he is expected to supervise the Company’s management, give appropriate advice
on the overall corporate management, and contribute to the enhancement of corporate governance. The
Company therefore renominates him as a candidate for Outside Director.
Registered as an attorney-at-law (Joined the Tokyo
April 2000
Bar Association)
April 2011
Partner, Kyowa-Sogo Partners Law OfficeMember of Advisory Committee on Decision on
April 2015
Yuki Tsuru
Infringement (current position)(May 16, 1969)
February 2019 Specialist, Japan Customs (current position)―
External Director, Hankyu Hanshin Holdings, Inc.
June 2020[Reappointment](current position)[Outside]
June 2021
Part-time Auditor, National Institute of Technology[Independent]
and Evaluation (current position)
June 2022
Outside Director, JAMCO Corporation (current
position)
Outside Director, the Company (current position)
June 2022[Reason for nomination as candidate for Outside Director and overview of expected roles]
Ms. Yuki Tsuru has a high level of knowledge as an attorney-at-law. She is expected to give appropriate advice
to the Company’s management, especially in terms of compliance, and contribute to the enhancement ofcorporate governance. The Company therefore renominates her as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Yuki Tsuru’s name on the family register is Ms. Yuki Itami.
3. Mr. Kamezo Miyaji and Ms. Yuki Tsuru are candidates for Outside Directors. Mr. Kamezo
Miyaji and Ms. Yuki Tsuru will have served as Outside Directors of the Company for twelve(12) years and one (1) year respectively at the conclusion of this Stockholders’ Meeting.
4. Independence as candidate for Outside Director(1) Mr. Kamezo Miyaji and Ms. Yuki Tsuru neither intend to receive nor have received in thepast two (2) years a large amount of money or other forms of property (excluding
remuneration for Directors) from the Company or its specified related business operator.
(2) Neither Mr. Kamezo Miyaji nor Ms. Yuki Tsuru is a spouse, a relative within the third
degree of kinship, or what is equivalent thereto of an executive or an officer of theCompany or its specified related business operator.
(3) If Mr. Kamezo Miyaji and Ms. Yuki Tsuru are reelected, they will continue to serve as
independent directors/auditors.
5. Agreement with Outside Directors to limit liability
The Company enters into agreements with Outside Directors to limit their liability. If Mr.
Kamezo Miyaji and Ms. Yuki Tsuru are reelected, the Company intends to continue the said
agreement with them. An overview of the agreement is as follows.

-6-(1) Liability for damages to the Company caused by an Outside Director’s negligence of duties
will be limited to the minimum amount prescribed by laws and regulations.
(2) The above limitation to liability applies only when the Outside Director performed the duty
that caused the liability in good faith and without gross negligence.

-7-

Proposal 3:

Election of Three (3) Auditors

The terms of office of all three (3) Auditors will expire at the conclusion of this Stockholders’ Meeting.
Accordingly, the election of three (3) Auditors is proposed.
The Board of Auditors has already consented to this proposal.
The candidates for Auditors are as follows.
No.

Name
(Date of birth)
Teruyuki Aotani(July 27, 1963)

Career summary(Positions and significant concurrent positions)
April 1986
April 2010
April 2016

Number ofshares of theCompany held

Joined The Fuji Bank, Limited (currently Mizuho
Bank, Ltd.)
General Manager, Ikeda Branch, Mizuho Bank, Ltd.
Deputy Manager, Loan Department, Mizuho Bank,
Ltd.
General Manager, Executive Officer, Osaka Branch,
Mizuho Servicing Co., Ltd. (current position)―

1[New appointment][External][Independent]

2[Reason for nomination as candidate for External Auditor]
Mr. Teruyuki Aotani has served at financial institutions for many years, held important positions as an
executive officer of Mizuho Servicing Co., Ltd. and has a wealth of experience and deep insight in a wide rangeof fields. The Company therefore considers that he is suitable as an External Auditor and nominates him as a
candidate for an External Auditor.
Registered with Osaka Bar Association
Mr. Junnosuke Ban April 1978
Established Ban Law Office(June 15, 1943)
July 1985
June 2003
Auditor, the Company (current position)―[Reappointment][External][Independent]

3[Reason for nomination as candidate for External Auditor]
Mr. Junnosuke Ban has no direct experience in corporate management, however he is a publicly licensed
attorney and has expertise in the field. The Company therefore considers that he is suitable as an External
Auditor and nominates him as a candidate for an External Auditor.
April 1967
Joined the Osaka Regional Taxation Bureau
Sotoji Umeno
Head of Higashiyama Tax Office
July 2007(January 24, 1949)
Registered as a licensed tax accountant (current
August 2008
position)[Reappointment]
Auditor, the Company (current position)
June 2011[External][Independent]

July 2017[Reason for nomination as candidate for External Auditor]
Mr. Sotoji Umeno has no direct experience in corporate management, however he is a publicly licensed tax
accountant and has expertise in the field. The Company therefore considers that he is suitable as an External
Auditor and nominates him as a candidate for an External Auditor.

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Teruyuki Aotani, Mr. Junnosuke Ban and Mr. Sotoji Umeno are candidates for External
Auditors.
Mr. Junnosuke Ban will have served twenty (20) years and Mr. Sotoji Umeno will have
served twelve (12) years as External Auditors of the Company at the conclusion of thisStockholders’ Meeting.

-8-―3. Independence as candidate for External Auditor(1) Independence as candidate for External Auditor(i) Mr. Teruyuki Aotani and Mr. Junnosuke Ban neither intend to receive nor havereceived in the past two (2) years a large amount of money or other forms ofproperty (excluding remuneration for Auditors) from the Company or its specified
related business operator.
(ii) Neither Mr. Teruyuki Aotani nor Mr. Junnosuke Ban is a spouse, a relative within
the third degree of kinship, or what is equivalent thereto of an executive or an
officer of the Company or its specified related business operator.
(iii) The Company has designated Mr. Junnosuke Ban and Mr. Sotoji Umeno as
independent directors/auditors under the rules of the Tokyo Stock Exchange. If they
are reelected, they will continue to serve as independent directors/auditors. If Mr.
Teruyuki Aotani is elected, the Company intends to designate him as an independent
director/auditor under the rules of the Tokyo Stock Exchange.
(2) Reasons why the Company believes the candidate can fulfil their duties as an External
AuditorMr. Teruyuki Aotani has held important positions as an executive officer of Mizuho
Servicing Co., Ltd. and has a wealth of experience and deep insight in a wide range offields. The Company therefore considers that he is suitable as an External Auditor.
Mr. Junnosuke Ban and Mr. Sotoji Umeno has no direct experience in corporate
management, however they are a publicly licensed attorney and publicly licensed tax
accountant, respectively and have expertise in their respective fields. The Company
therefore considers that they are suitable as External Auditors.
4. Agreement with External Auditor to limit liability
The Company enters into agreements with External Auditors to limit their liability. If Mr.
Junnosuke Ban and Mr. Sotoji Umeno are elected, the Company intends to continue the said
agreement with them. If Mr. Teruyuki Aotani is elected, the Company intends to enter into thesaid agreement with him. An overview of the agreement is as follows.
(1) Liability for damages to the Company caused by an External Auditor’s negligence of duties
will be limited to the minimum amount prescribed by laws and regulations.
(2) The above limitation to liability applies only when the External Auditor performed the duty
that caused the liability in good faith and without gross negligence.

-9-

[Reference] Guidelines for Election and Independence of External Officers
Article 1 (Purpose)
The purpose of these guidelines is to set criteria for election and independence of Outside Directors andExternal Auditors of the Company.
Article 2 (Outside Directors)
Outside Directors are elected from persons who satisfy the conditions set forth in the following items,
regardless of gender or nationality.
(i) A person who has a sincere personality; a high level of insight and skills; and broad knowledge
and experience, as well as accomplishments in the area of expertise, that bring in diverse
perspectives into the Company’s Board of Directors(ii) A person who does not fall under any of the grounds for disqualification of directors set forth in
the items of Article 331, paragraph 1 of the Companies Act(iii) A person who satisfies the requirements for Outside Directors set forth in Article 2, item (xv) of
the Companies Act
Article 3 (External Auditor)
External Auditors are elected from persons who satisfy the requirements set forth in the following
items, regardless of gender or nationality.
(i) A person who has a sincere personality; a high level of insight and skills; and an advanced level ofexpertise and a wealth of experience, especially in such fields as law, accounting, and corporate
management(ii) A person who does not fall under any of the grounds for disqualification of company auditors, set
forth in the items of Article 331, paragraph 1 of the Companies Act and applied mutatis mutandis
pursuant to Article 335 of the same Act(iii) A person who satisfies the requirements for Outside Company Auditors set forth in Article 2, item(xvi) of the Companies Act
Article 4 (Independence of Outside Officers)(1) An Outside Director or an External Auditor (hereinafter collectively referred to as an “Outside
Officer”) of the Company who does not fall under any of the following items are considered as
independent.
(i) A major stockholder (holding 10% or more of the total voting rights as of the last day of the fiscal
year ended most recently) of the Company or an executive thereof(ii) An entity for which the Company is a major business partner or an executive thereof(iii) A major business partner of the Company or an executive thereof(iv) The accounting auditor of the Company or its consolidated subsidiary, or an employee, etc. thereof
who is in charge of audit of the Company or its consolidated subsidiary- 10 -

(v) An attorney-at-law, a judicial scrivener, a patent attorney, a certified public accountant, aconsultant, etc. who receives money or other forms of property worth more than ¥10 million peryear from the Company, excluding officer remuneration (In the case where an organization, suchas a corporation or a partnership, receives the said property, a person who belongs to anorganization where the property received from the Company accounts for more than 2% of theorganization’s annual income)(vi) A principal lender to the Company (a lender whose name is listed as a principal lender in theBusiness Report for the fiscal year ended most recently) or an executive thereof(vii) A person who receives donation worth more than ¥10 million per year from the Company (In thecase where an organization, such as a corporation or a partnership, receives the said donation, an
executive of an organization where the donation received from the Company accounts for morethan 2% of the organization’s annual income)(viii)A person who fell under any of (i) to (vii) above in the past three (3) years(ix) A relative within the second degree of kinship of an entity listed in any of (i) to (viii) above(limited to an important entity)(x) A relative within the second degree of kinship of a director, an executive officer, a manager, an
employee, or an accounting advisor (including an employee who performs its duties if theaccounting advisor is a corporation) of the Company or its subsidiary(xi) A relative within the second degree of kinship of a person who was a director, an executive officer,
a manager, an employee, or an accounting advisor (including an employee who performs its duties
if the accounting advisor is a corporation) of the Company or its subsidiary in the past three (3)years(xii) Beyond what is provided for in the preceding items, a person who has a special reason, such as apotential conflict of interest with the Company, that prevents him/her from fulfilling an
independent Outside Officer’s duties(2) An Outside Officer considered as independent based on this Article shall notify the Company
immediately when he/she ceases to be independent.
(3) In this Article, being a major business partner means that business transactions exceed 2% ofconsolidated net sales (consolidated gross profit in the case of the Company) for the fiscal year ended
most recently.

- 11 -

[Reference] Expected Composition of the Board of Directors After the Approvalof Proposal No. 2
Knowledge, experience, and skills of Directors
Corporate
Personnel/Labor/
management/
HR development
Corporate strategy

Legal affairs/
Compliance

Sales/Marketing

○

○

○

Masayuki Sugimoto

○

○

○

Hiroyuki Imanaka

○

Name

Masahiro Sugimoto

Kamezo Miyaji○○

IT/Digital

○

○

○

○
○

Yuki Tsuru- 12 -○