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 10, 2024
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 50th Annual General Meeting of Shareholders
We are pleased to announce the 50th Annual General Meeting of Shareholders of NISSHIN GROUP HOLDINGS
Company, Limited (the “Company”), which will be held as indicated below.
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 Tuesday, June 25, 2024 (JST). In addition, we will stream video on theinternet so that you can watch the proceedings of the meeting.
1. Date and Time: Wednesday, June 26, 2024, 10:00 a.m. (JST) (Doors open at 9:00 a.m.)
2. Venue:
B1F Hall, Aioi Nissay Dowa Insurance Shinjuku Bldg.
3-25-3 Yoyogi, Shibuya-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 50th fiscal year (from April 1, 2023
to March 31, 2024), 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 50th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member
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.
(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 items subject to measures for electronic provision, the following items 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 documents that were audited by the Financial Auditor in preparing the audit reports, and the Audit & Supervisory
Board Members 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
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 50th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥23 per common share of the Company
Total payment: ¥1,078,823,004(3) Effective date of dividends of surplus
June 27, 2024

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Proposal No. 2

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate No.

Name

Current position in the Company
Representative Director and Senior
Managing Director
Representative Director and Senior
Managing Director

Attendance at Board of
Directors meetings

1

Reelection

Takashi Kamiyama

2

Reelection

Hideki Kuroiwa

3

Reelection

Takashi Sakairi

Director

12/12

4

Reelection

Katsumi Shimada

Director

12/12

5

New election

Takeshi Hioki

-

-

6

New election

Jiro Taguchi

-

-

7

8

9

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

12/12
12/12

Yasuhiko Abe

Outside Director

12/12

Ikuo Shimizu

Outside Director

12/12

Hiroko Saito

-

-4-

-

Candidate
No.

1

2

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
May 1995
Joined the Company
June 2015
Director
June 2016
Director of TADA CORPORATION (current
position)
May 2017
Director of Nissin Kanzai Co., Ltd. (current
position)
Apr. 2019
Representative Director and Senior Managing
Director of the Company (current position)
Takashi Kamiyama
14,140 shares(March 22, 1973)
Aug. 2021
Representative Director and President of ND
factor Co.,Ltd. (current position)
July 2022
Director of NISSHIN REAL ESTATE Co., Ltd.
(current position)
July 2022
Director of Nisshin Jyutaku Ryutu Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
Representative Director and President of ND factor Co.,Ltd.
Reasons for nomination as candidate for Director and overview of expected roles
Since assuming office as Director in June 2015, Takashi Kamiyama has served concurrently as Director of major groupcompanies (the Company and the group companies are hereinafter collectively, the “Group”). He has deep knowledge
and insight on a broad range regarding the Group’s business. Since April 2019, he has been dedicated to management as
the Representative Director. The Company judges he will continue to carry out his duties as Director and nominates him
as a candidate for Director.
Apr. 1985
Joined the Company
Oct. 2005
General Manager of Accounting Department
Dec. 2008
Executive Officer, and General Manager of
Accounting Department
June 2014
Director, Executive Officer, and in charge ofFinance and Accounting
Hideki Kuroiwa
48,250 sharesFeb. 2016
Managing Director, Executive Officer, and in(October 5, 1962)
charge of Administration Division
Oct. 2017
Senior Managing Director, Executive Officer,
and in charge of Administration Division
Jan. 2020
Senior Managing Director
June 2020
Representative Director and Senior Managing
Director (current position)
Reasons for nomination as candidate for Director and overview of expected roles
Hideki Kuroiwa has been involved in supervising the accounting and finance departments of the Group and hasabundant experience in overall management operations. His abundant experience and extensive insight are necessary
for the sustainable enhancement of the Company’s corporate value. The Company judges he will continue to carry out
his duties as Director and nominates him as a candidate for Director.

-5-Candidate
No.

3

4

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
ownedMar. 1990
Joined the Company
Oct. 2010
General Manager of Sales Department 2,
Yokohama Branch
June 2013
Executive Officer, and General Manager ofSales Department 2, Yokohama Branch
May 2014
Executive Officer, and General Manager ofSales Department 1, Yokohama BranchOct. 2014
Executive Officer, General Manager of
Yokohama Branch, and General Manager ofSales Department 1, Yokohama Branch
Takashi Sakairi
10,400 shares(April 5, 1967)
June 2015
Director, Executive Officer, and General
Manager of Yokohama Branch
Feb. 2019
Representative Director and President of
NISSHIN REAL ESTATE SALES Co., Ltd.
(currently NISSHIN REAL ESTATE Co., Ltd.)(current position)
Jan. 2020
Director of the Company (current position)(Significant concurrent positions outside the Company)
Representative Director and President of NISSHIN REALESTATE Co., Ltd.
Reasons for nomination as candidate for Director and overview of expected roles
Since joining the Company, Takashi Sakairi has been involved in the sales departments for a long time and has alsosupervised the sales departments. This abundant experience and knowledge are necessary for the enhancement of theGroup’s corporate value. The Company judges he will continue to carry out his duties as Director and continues tonominate him as a candidate for Director.
Mar. 1988
Joined the Company
May 2009
Director of Nisshin Jyutaku Ryutu Co., Ltd.
(currently Nisshin Kanzai Co., Ltd.)
Apr. 2016
Managing Director of Nissin Kanzai Co., Ltd.
June 2021
Representative Director and Senior Managing
Director
Katsumi Shimada
28,980 shares(October 16, 1966)
Oct. 2021
Representative Director and President (current
position)
June 2022
Director of the Company (current position)(Significant concurrent positions outside the Company)
Representative Director and President of Nissin Kanzai Co.,Ltd.
Reasons for nomination as candidate for Director and overview of expected roles
Katsumi Shimada has served as Director of a Group company since 2009, in charge of leasing management andbuilding management, and currently serves as Representative Director of Nissin Kanzai Co., Ltd. His abundant
experience and knowledge in the management businesses are necessary for the enhancement of the Group’s corporate
value. The Company judges he will continue to carry out his duties as Director and continues to nominate him as a
candidate for Director.

-6-

Candidate
No.

5

6

7

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
ownedMar. 1998
Joined the Company
Apr. 2017
Executive Officer, and General Manager ofGeneral Affairs Department, and General
Manager of General Affairs Department of
Yokohama Branch
Jan. 2020
General Manager of Planning & Administration
Department*
Jan. 2020
Director, Executive Officer, and General
Takeshi Hioki
22,520 shares
Manager of General Affairs Department of(September 8, 1961)
NISSHIN REAL ESTATE Co., Ltd.
Aug. 2022
President and Representative Director,
NISSHIN FUDOSAN Investment Advisors,
Inc. (current position)(Significant concurrent positions outside the Company)
President and Representative Director, NISSHIN FUDOSAN
Investment Advisors, Inc.
Reasons for nomination as candidate for Director and overview of expected roles
Since joining the Company, Takeshi Hioki has gained abundant work experience and achievements in the Accounting
Department, General Affairs Department and other administration departments. In addition, he has served as
Representative Director of a Group company since August 2022, playing an important role in the management of theGroup.
Based on the above, he is expected to contribute to the enhancement of the Group’s corporate value by utilizing his
management experience and his abundant knowledge and experience regarding the Group’s business. Therefore, theCompany nominates him as a candidate for Director.
Apr. 1986
Joined TADA CORPORATION
Apr. 2013
General Manager of Sales Department,
Business Division 1
Apr. 2020
Executive Officer, General Manager ofPlanning & Sales Division*
Jiro Taguchi
Apr. 2023
Director and General Manager of Business- shares(May 20, 1963)
Planning Division
Apr. 2024
Managing Director and General Manager ofBusiness Planning Division (current position)(Significant concurrent positions outside the Company)
Managing Director of TADA CORPORATION
Reasons for nomination as candidate for Director and overview of expected roles
Jiro Taguchi was engaged in sales department operations after joining TADA CORPORATION, from 2020 he shifted toplanning and sales, and from 2023 he shifted to business planning, and currently he oversees the Business Planning
Division as Managing Director. Based on his abundant experience and knowledge in the construction business, theCompany nominates him as a candidate for Director because he is deemed to be an appropriate person to enhance theGroup’s corporate value.
Sept. 2008
Registered as an attorney at law (Tokyo Bar
Association)
Sept. 2008
Tokyo Green Law Office
Apr. 2016
Representative of ABE LAW OFFICE (current
Yasuhiko Abe
position)- shares(March 10, 1977)
June 2021
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Representative of ABE LAW OFFICE
Reasons for nomination as candidate for outside Director and overview of expected roles
Yasuhiko Abe is familiar with corporate legal affairs and the industry as an attorney at law, and he is expected tocontribute to strengthening the Company’s compliance by providing suggestions and advice from an independent
standpoint. Therefore, the Company continues to nominate him as a candidate for outside Director. Yasuhiko Abe has
never been involved in the management of a company, except as an outside officer. However, the Company judges hewill appropriately fulfill his duties as an outside Director based on the above reasons.

-7-

Candidate
No.

8

9

Notes:

1.
2.
3.

4.
5.
6.

7.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
Apr. 1978
Joined Ministry of Construction (currently
Ministry of Land, Infrastructure, Transport andTourism)
July 2008
Deputy Director General, Kinki Regional
Development Bureau, Ministry of Land,
Infrastructure, Transport and Tourism
Apr. 2011
Managing Director of Real Estate Transaction
Ikuo Shimizu- shares
Improvement Organization(May 4, 1954)
June 2015
Senior Managing Director of Japan Associationof Home Suppliers
June 2022
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Chairman of Japan Compensation Consultant Association
Reasons for nomination as candidate for outside Director and overview of expected roles
Ikuo Shimizu has gained abundant experience and extensive insight into the real estate and construction industries, inwhich the Group operate, through his various positions at government agencies, and he provides useful advice andsuggestions regarding the execution of the Company’s operations from an objective and neutral standpoint and from a
professional perspective based on his knowledge. The Company expects him to play an appropriate role in supervising
the execution of the Company’s business operations, etc. Therefore, the Company continues to nominate him as a
candidate for outside Director. Ikuo Shimizu has never been involved in the management of a company. However, theCompany judges he will appropriately fulfill his duties as an outside Director based on the above reasons.
Apr. 1983
Joined Towa Real Estate Co., Ltd. (currently
Mitsubishi Estate Residence Co., Ltd.)
Apr. 2004
Professor, Department of Real Estate Sciencesof Meikai University
Apr. 2015
Professor, Faculty of Global, Regional, and*Urban Studies, International College of Arts
Hiroko Saito- sharesand Sciences of Yokohama City University(September 29, 1960)
Apr. 2019
Professor, School of International Liberal Artsof Yokohama City University (current position)(Significant concurrent positions outside the Company)
Professor, School of International Liberal Arts of Yokohama
City University
Reasons for nomination as candidate for outside Director and overview of expected roles
Hiroko Saito has extensive knowledge and abundant insight as an expert on housing and real estate accumulated
through research activities over many years. The Company believes that this knowledge and insight will be reflected in
the Board of Directors of the Company and that she will play a sufficient role as outside Director in making decisions
on important matters pertaining to the Company’s management and supervising the execution of business. Therefore,
the Company proposes her election as outside Director. Hiroko Saito has never been involved in the management of acompany. However, the Company judges she will appropriately fulfill her duties as an outside Director based on theabove reasons.
There is no special interest between any of the candidates and the Company.
New candidates for Director are indicated by an asterisk (*).
Yasuhiko Abe, Ikuo Shimizu and Hiroko Saito are candidates for outside Director. The Company has submitted
notifications to the Tokyo Stock Exchange that Yasuhiko Abe and Ikuo Shimizu have been designated as independent
officers as provided for by the aforementioned exchange. The Company plans to submit a notification to theaforementioned exchange that Hiroko Saito has been designated as an independent officer.
At the conclusion of this meeting, Yasuhiko Abe’s tenure as outside Director of the Company will have been three years.
At the conclusion of this meeting, Ikuo Shimizu’s tenure as outside Director of the Company will have been two years.
If Yasuhiko Abe, Ikuo Shimizu and Hiroko Saito 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 Yasuhiko Abe and Ikuo Shimizu tolimit their liability for damages under Article 423, paragraph (1) of the Companies Act, and to enter into same agreementwith Hiroko Saito. 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.
Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. Under the policy, all of the Directors are included as the insureds.
The policy covers losses incurred in cases where an insured is liable for damages arising from their performance of duties-8-

(unless a coverage exclusion in the insurance policy is applied). If each candidate is elected and assumes office as Director,
they will be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew thepolicy with the same terms.

-9-Proposal No. 3

Election of One Audit & Supervisory Board Member

Mr. Kiyotaka Yoshizumi will resign from his position as Audit & Supervisory Board Member at the conclusion ofthis General Meeting of Shareholders, and the Company proposes the election of one (1) Audit & Supervisory Board
Member to fill his vacancy. The term of office of the incoming Audit & Supervisory Board Member will expire when
the original term of the resigning Audit & Supervisory Board Member expires in accordance with the Company’s
Articles of Incorporation.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant Number of sharesconcurrent positions outside the Company
ownedMar. 1988
Joined the Company
Oct. 2005
General Manager of Secretarial Office
Oct. 2011
Executive Officer and General Manager of Secretarial
OfficeJune 2015
Executive Officer, General Manager of Audit Office andGeneral Manager of Compliance OfficeJan. 2020
Director, Executive Officer, General Manager of Audit
Shigeru Hojo
47,460 shares
Office and General Manager of Compliance Office of(March 30, 1959)
NISSHIN REAL ESTATE Co., Ltd.
Aug. 2022
General Manager of General Affairs Department, General
Manager of Audit Office and General Manager ofCompliance Office of NISSHIN REAL ESTATE Co., Ltd.
Apr. 2024
General Manager of Audit Office and General Manager ofCompliance Office of NISSHIN REAL ESTATE Co., Ltd.
(current position)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Shigeru Hojo has long been engaged in internal audits and internal control-related work as the General Manager of the Audit Officeof the Company and its subsidiaries, and has contributed to the strengthening of the governance system of the entire Group. The
Company nominates him as a candidate for corporate auditor because it believes that this abundant experience and knowledge will
enable him to appropriately perform his duties as an Audit & Supervisory Board Member of the Group.
Notes: 1. There is no special interest between the candidate and the Company.
2. Shigeru Hojo is a new candidate for Audit & Supervisory Board Member.
3. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. Under the policy, all of the Audit & Supervisory Board Members
are included as the insureds. The policy covers losses incurred in cases where an insured is liable for damages arising fromtheir performance of duties (unless a coverage exclusion in the insurance policy is applied). If Shigeru Hojo is elected andassumes office as Audit & Supervisory Board Member, he will be included as an insured in the policy. In addition, when
the policy is renewed, the Company plans to renew the policy with the same terms.

- 10 -

Reference:
Expertise and experience expected of Directors and Audit & Supervisory Board Members (skills matrix)
If Proposal No. 2 and No. 3 are 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 thatit does not represent all of the knowledge and experience that each of them possesses.

Name

Takashi Kamiyama
Hideki Kuroiwa

Position in the
Company (planned)

Representative Director
and President
Representative Director
and Senior Managing
Director

Areas particularly anticipated from Directors and Audit & Supervisory Board
Members
Real
Finance
Corporate
Legal risk
ESG
estateInnovaand
Personnel
managemanageSustainconstruction
accountand labor
ment
ment
ability
tion
ing
●

●

●

●

●

●
●

●

Takashi Sakairi

Director

●

●

●

●

Katsumi Shimada

Director

●

●

●

●

Takeshi Hioki

Director●●

Jiro Taguchi

Director●●

Yasuhiko Abe

Outside Director

Ikuo Shimizu

Outside Director

●

●

●

Hiroko Saito

Outside Director

●

●

●

Shigeru Hojo

Tetsuya Kojima

Hirosuke Yoshino

Atsuko Ohata

●
●

●
●

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

●

●

●

●

●

●

- 11 -●●●●●