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 30, 2024
To Stockholders with Voting Rights:
Masayuki Sugimoto
Representative Director andPresident Executive Officer
SUGIMOTO & CO., LTD
5-7-27 Itachibori, Nishi-ku, Osaka,Japan

NOTICE OF CONVOCATION OF
THE 99TH 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 99th 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 99th 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/for_investors/meeting.html)
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
Thursday, June 20, 2024.
1 Date and Time:

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

2 Place:

The Ball Room, 10th floor, Hotel Hanshin Osaka
5-6-16 Fukushima, Fukushima-ku, Osaka, JapanThe venue has been changed from the previous year.
Please refer to the “Map of the venue for the 99th Annual Stockholders’Meeting” at the end of this notice.

3 Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 99th Fiscal Year (April 1, 2023 - March 31, 2024) 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 99th Fiscal
Year (April 1, 2023 - March 31, 2024)-1-

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors
Proposal 3:◼ 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.
◼ The following are not included in the documents delivered to shareholders in accordance with relevantlaws and regulations and Article 15 of the Articles of Incorporation of the Company.
Therefore, the documents are part of the materials audited by Auditors and the Accounting Auditor in
preparing their audit reports.
(1) Principal Lines of Business, Major Offices and Outlets, Status of Employees, Principal Lenders
and Amount of Borrowings, Important Matters on the Current State of the Corporate Group,
Matters on Share Acquisition Rights of the Company, Matters on Outside Officers, Status of the
Accounting Auditor, Systems and Policies of the Company, and Basic Policy for Control of theCompany in the Business Report(2) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements in
the Consolidated Financial Statements(3) Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial
Statements in the Non-consolidated Financial Statements-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 99th 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 ¥70 per share, including the interim dividend of ¥35 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 24, 2024

-3-

Total: ¥352,737,525

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for proposal
To prepare for future diversification of business activities, the Company proposes to make thefollowing addition to Article 2 (Purpose) of the current Articles of Incorporation.

2.

Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Purpose)
Article 2 The purpose of the Company shall be toengage in the following businesses.
(1) through (10) [Omitted][Newly established][Newly established][Newly established](11) All other work incidental to theabove items(Amended parts are underlined.)
Proposed Amendments(Purpose)
Article 2 The purpose of the Company shall be toengage in the following businesses.
(1) through (10) [Unchanged](11) Development, sale, andmaintenance of software and systems;
sale of communication equipment;(12) Consulting about overall corporate
management;(13) Maintenance and management as well
as cleaning of machines andequipment within the plants; and(14) All other work incidental to theabove items-4-

Proposal 3:

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.

Name

1

Masayuki Sugimoto [Reappointment]2Masahiro Sugimoto3

Current positions, etc. at the Company

Attendanceat theBoard ofDirectors
meetings

Representative Director and President
Executive Officer
Corporate Strategy Division Manager

100%(16/16)[Reappointment]

Executive Chairman

100%(16/16)Hiroyuki Imanaka[Reappointment]

Director and Managing Executive Officer
Sales Division Manager

100%(16/16)

4

Yuki Tsuru[Reappointment][Outside][Independent]

Outside Director

100%(16/16)

5

Haruyuki Yoshida[New appointment][Outside]—[Independent]

—

-5-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Joined the Company
Executive Officer and West Sales Department
Manager
April 2021
Managing Executive Officer, Management Division
Manager, and SE Promotion Department
June
2021
Executive Director, Managing Executive Officer,
Masayuki Sugimoto
Management Division Manager, and SE Promotion(July 31, 1984)
87,750Department
June 2023
President, Executive Officer, Management Division[Reappointment]
Manager, and Corporate Planning Department
ManagerJune 2023
Director, SUGIMOTO CO., LTD. (current position)
Representative Director and President Executive
April 2024
Officer, and Corporate Strategy Division Manager,
the Company (current position)[Reason for nomination as candidate for Director]
Mr. Masayuki Sugimoto is well-versed in a broad range of business fields through his duties as Representative
Director, and has been exercising strong leadership in an ongoing company-wide business reform. The
Company therefore considers that he is suitable as a Director and renominates him as a candidate for a Director.
March 1974
Joined the Company
December 1985 Executive Director
June 1990
Managing Executive Director
Masahiro Sugimoto
Senior Managing Executive Director
June 1996(December 10, 1950)
531,315
June 2000
President and Sales Division Manager
December 2014 Director, SUGIMOTO CO., LTD.
[Reappointment]
April 2019
President, Executive Officer, and Sales Division
Manager, the Company
June 2023
Executive Chairman (current position)
April 2008
April 2019

1

2

[Reason for nomination as candidate for Director]
Mr. Masahiro Sugimoto has a wealth of experience in and advanced knowledge on the Company’s businessactivities.
He has long engaged in corporate management since assuming the position of the Company’s Director and has
executed his duties appropriately during the terms of office. The Company therefore considers that he is suitable
as a Director and renominates him as a candidate for a Director.

-6-

No.

3

4

Name
(Date of birth)

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

Number ofshares of theCompany held

Joined the Company
April 1998
September 2009 Executive Officer and Third Direct Sales
Department Manager
Executive Officer, Direct Sales Control Department
April 2022
Manager, and Third Direct Sales Department
Hiroyuki Imanaka
Manager(April 23, 1974)
Executive Director & Executive Officer, Direct
June 2022
16,851
Sales Control Department Manager, and Third[Reappointment]
Direct Sales Department Manager
Executive Director, Managing Executive Officer,
June 2023
Sales Division Manager, and Third Direct Sales
Department Manager
April 2024
Executive Director, Managing Executive Officer,
and Sales Division Manager (current position)[Reason for nomination as candidate for 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 a Director and renominates him as a
candidate for a Director.
April 2000
Registered as an attorney-at-law (Joined the Tokyo
Bar Association)
April 2011
Partner, Kyowa-Sogo Partners Law Office
April 2015
Member of Advisory Committee on Decision on
Infringement
Yuki Tsuru
February 2019 Specialist, Japan Customs(May 16, 1969)
June 2020
External Director, Hankyu Hanshin Holdings, Inc.
―
(current position)[Reappointment]
June 2021
Part-time Auditor, National Institute of Technology[Outside]and Evaluation (current position)[Independent]
June 2022
Outside Director, JAMCO Corporation (current
position)
Outside Director, the Company (current position)
June 2022
June 2023
Director (Audit and Supervisory Committee
Member), ARE Holdings, Inc. (current position)[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.

-7-

No.

Name
(Date of birth)

Number ofshares of theCompany held

Joined Kubota Corporation
Executive Officer
Managing Executive Officer―
Senior Managing Executive Officer[New appointment]
Advisor[Outside]
Outside Director, Okada Aiyon Corporation (current[Independent]
position)[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Haruyuki Yoshida has long engaged in the management of Kubota 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 nominates him as a candidate for Outside Director.
Haruyuki Yoshida(March 27, 1959)

5

Career summary(Positions, responsibilities, and significant concurrent positions)
April 1981
April 2013
January 2017
January 2019
January 2022
June 2023

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. Ms. Yuki Tsuru and Mr. Haruyuki Yoshida are candidates for Outside Directors. Ms. Yuki
Tsuru will have served as Outside Director of the Company for two (2) years at theconclusion of this Stockholders’ Meeting.
4. Independence as candidate for Outside Director(1) Ms. Yuki Tsuru and Mr. Haruyuki Yoshida 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 Ms. Yuki Tsuru nor Mr. Haruyuki Yoshida 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 Ms. Yuki Tsuru is reelected, she will continue to serve as an independent director/auditor.
If Mr. Haruyuki Yoshida is elected, the Company intends to designate him as anindependent director/auditor under the rules of the Tokyo Stock Exchange.
5. Agreement with Outside Directors to limit liability
The Company enters into agreements with Outside Directors to limit their liability. If Ms.
Yuki Tsuru is reelected, the Company intends to continue the said agreement with her. If Mr.
Haruyuki Yoshida is elected, the Company intends to enter into the said agreement with him.
An overview of the agreement is as follows.
(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.
6. Directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act to coverlegal damages and litigation expenses to be borne by the insured. Each candidate will be
included in the insured under the said contract.
In addition, the Company plans to renew the insurance contract with the same contents at thenext renewal.

-8-[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-9-(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.

- 10 -

[Reference] Expected Composition of the Board of Directors After the Approvalof Proposal 3
Knowledge, experience, and skills of Directors
Name

Corporate
Personnel/Labor/
management/
HR development
Corporate strategy

Legal affairs/
Compliance

Sales/Marketing

IT/Digital○

Masayuki Sugimoto

○

○

○

○

Masahiro Sugimoto

○

○

○

○

○

Hiroyuki Imanaka○○

Yuki Tsuru

Haruyuki Yoshida

○

○

○

- 11 -○