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 3, 2022
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 48th Annual General Meeting of Shareholders
We are pleased to announce the 48th Annual General Meeting of Shareholders of NISSHIN GROUP HOLDINGS
Company, Limited (the “Company”), which will be held as indicated below.
For the 48th Annual General Meeting of Shareholders, to prevent the spread of the novel coronavirus disease(COVID-19), you are kindly requested to refrain from attending the meeting in person on the day, and cooperate in
the exercise of voting rights beforehand in writing or by electromagnetic method (via the internet, etc.). If you
exercise your voting rights in writing or by electromagnetic method (via the internet, etc.), please review the attached
Reference Documents for General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Thursday,June 23, 2022 (JST). In addition, we will stream video on the internet so that you can watch the proceedings of themeeting.
1. Date and Time: Friday, June 24, 2022, 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 48th fiscal year (from April 1, 2021
to March 31, 2022), 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 48th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Nine Directors

1. If you attend the meeting, we request that you submit the enclosed voting form to the reception desk at the meeting.
2. Among the documents to be attached to this Notice of the Annual General Meeting of Shareholders, “Notes to Consolidated Financial
Statements” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website, (https://www.nisshinhd.co.jp/) pursuant to laws and regulations and Article 16 of the Articles of Incorporation, and thus not provided in the attacheddocuments to this notice.
Consequently, the Consolidated Financial Statements and the Non-consolidated Financial Statements stated in the documents
attached to this notice consist of part of the Consolidated Financial Statements and the Non-consolidated Financial Statements thatwere audited by the Financial Auditor in preparing the audit reports.
3. If there are any modifications to the Business Report, the Consolidated Financial Statements, the Non-consolidated Financial
Statements, and the Reference Documents for General Meeting of Shareholders, such modifications will be posted on the Company’s
website (https://www.nisshin-hd.co.jp/).

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Request for cooperation to help prevent the spread of the novel coronavirus disease (COVID-19)
We ask for the understanding and cooperation of our shareholders, and are providing the following information to
help prevent the spread of COVID-19.
[Requests to Shareholders]• Please pay attention to the status of the spread of COVID-19. Regardless of your physical condition, we strongly
recommend that you refrain from attending the meeting in person this year and exercise your voting rights
beforehand in writing or by electromagnetic method (via the internet, etc.) instead. Furthermore, we ask that
senior citizens, people with preexisting medical conditions, pregnant women and people with infants or toddlers
exercise careful judgment, and we strongly recommend that you exercise your voting rights beforehand inwriting or by electromagnetic method (via the internet, etc.).
• We ask that shareholders with symptoms such as fevers or coughing, or people who are suspected of having
symptoms related to COVID-19 refrain from attending the meeting in person. Such shareholders may be refusedentry to the venue.
• We ask that shareholders attending the meeting take precautions to prevent infection, such as wearing a facemask.
[Measures by the Company]• Shareholders may have their temperature checked at reception. Shareholders will be restricted from entering if
a fever of 37.5 degrees Celsius or higher is confirmed.
• Staff members at the General Meeting of Shareholders will check their health on the date of the meeting and will
wear face masks.
• The Company’s officers may also wear face masks.
• We ask for your cooperation in disinfecting your hands with alcohol disinfectant, which will be provided atvarious places in the venue.
• In order to minimize the risk of infection, shareholders’ seats will be placed with more space between seats thanusual.
• In order to prevent infection through hand-to-hand contact, gifts will not be provided.

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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 48th 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: ¥1,031,921,616(3) Effective date of dividends of surplus
June 27, 2022

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Proposal No. 2

Amendment to the Articles of Incorporation

1. Reason for the proposal
Accompanying the enforcement of the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of “the Act Partially Amending the Companies Act” (Act No. 70 of 2019) on
September 1, 2022, the Company proposes to make the following changes to the Articles of Incorporation, as
the system for providing informational materials for the general meeting of shareholders in electronic format
will be introduced.
(1) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph (1) of the Proposed
Amendment shall be newly established, as the Articles of Incorporation will be required to stipulate that
the Company shall take measures for electronic provision of information that is the contents of Reference
Documents for General Meeting of Shareholders.
(2) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph (2) of the Proposed
Amendment is newly established to allow the Company to limit the scope of matters to be included in the
document to be delivered to shareholders who have requested delivery of the document to the scope
specified by the applicable Ordinance of the Ministry of Justice, among the matters to be provided
electronically with respect to information that is the content of Reference Documents for General Meetingof Shareholders.
(3) Upon the introduction of the system of electronic provision of materials for the General Meeting of
Shareholders, the provision of Article 16 (Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation will nolonger be required, therefore, this provision is to be deleted.
(4) New supplementary provisions are to be established regarding the effect of the above-mentioned provisions
to be newly established and deleted. This Supplementary Provision shall be deleted after the expirationdate.
2. Contents of amendments
Contents of amendments are as follows:(Underlined parts indicate changes.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be recorded orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 16.
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-4-Current Articles of Incorporation(Newly established)(Newly established)

Proposed Amendments(Supplementary Provisions)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1.
1 The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) and the establishment of Article 16(Measures, etc. for Providing Information in Electronic
Format) of the Articles of Incorporation shall effective asof September 1, 2022.
2 Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from September 1, 2022.
3 The provisions of this Article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

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Proposal No. 3

Election of Nine Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. Director Homare Morioka
retired due to resignation from his post as of September 30, 2021. Therefore, the Company proposes the election ofnine Directors.
The candidate for Director is as follows:
Candidate No.

Name

Current position in the Company

1

Reelection

Yukiyoshi Tsutsumi

2

Reelection

Takashi Kamiyama

3

Reelection

Hideki Kuroiwa

4

Reelection

Takashi Sakairi

Director

11/11

5

Reelection

Toshiya Sato

Director

11/11

6

New election

Katsumi Shimada-

Yoshio Aoshima

Outside Director

11/11

Yasuhiko Abe

Outside Director

9/9

Ikuo Shimizu

-

-

7

8

9

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Representative Director and President

Attendance atBoard of Directors
meetings

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

11/11
11/11
11/11

-

-6-

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
ownedJan. 1986
Joined the Company
Nov. 2000
Executive Officer and General Manager ofDevelopment Business Department
Dec. 2002
Director, Executive Officer, and General
Manager of Development Business Department
May 2004
Director, Managing Executive Officer, andGeneral Manager of Development Business
Department
June 2006
Director, Managing Executive Officer, and in
charge of Development Business
Apr. 2007
Director, Managing Executive Officer, and in
Yukiyoshi Tsutsumi
145,340 sharescharge of Development Business and Design(July 3, 1958)
July 2007
Director, Senior Managing Executive Officer,
and in charge of Development Business andDesignJune 2014
Representative Director, Senior Managing
Director, and in charge of Development
Business and Design
Apr. 2017
Representative Director and Vice President
Feb. 2019
Representative Director, President and Chief
Executive Officer
Jan. 2020
Representative Director and President (current
position)
Reasons for nomination as candidate for Director and overview of expected roles
As Yukiyoshi Tsutsumi has abundant experience and a track record in the development business field, and is alsofamiliar with the specifics of the real estate securitization business, the Company expects that he will be responsible forthe management of the Company as Representative Director. Therefore, the Company continues to nominate him as a
candidate for Director.
July 2005
Director of Hirakawa Country Club Co., Ltd.
(current ND factor Co.,Ltd.)May 2015
Representative Director and President of
Hirakawa Country Club Co., Ltd. (current ND
factor Co.,Ltd.)
Takashi Kamiyama
14,140 shares(March 22, 1973)
June 2015
Director of the Company
Apr. 2019
Representative Director and Senior Managing
Director (current position)
Aug. 2021
Representative Director and President of ND
factor Co.,Ltd. (current position)
Reasons for nomination as candidate for Director and overview of expected roles
Being in charge of the management of Group companies, Takashi Kamiyama has keen insight based on his track record
and wide range of experience, having led the golf business with strong leadership, and has capabilities appropriate as
Director of the Company. Therefore, the Company continues to nominate him as a candidate for Director.

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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
owned
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
44,250 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 division of the Company and its groupcompanies (collectively, the “Group”) and has abundant experience in overall management operations, as well as
extensive insight appropriate as Director of the Company. Therefore, the Company continues to nominate him as a
candidate for Director.
Mar. 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
9,400 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
Takashi Sakairi has extensive insight and capabilities appropriate as Director of the Company because he has abundant
experience and a track record in the sales field as Representative Director and President of NISSHIN REAL ESTATE
Co., Ltd. Therefore, the Company continues to nominate him as a candidate for Director.

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Candidate
No.

5

6

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
Apr. 1977
Joined Fuwa Construction, Co., Ltd.
Apr. 1988
Joined the Company
Oct. 1990
Seconded to Nisshin Construction, Co., Ltd.
July 2002
General Manager of Design Department
May 2004
Director, and General Manager of Design
Department
Apr. 2007
General Manager of Design Department of theCompany
Toshiya Sato
June 2011
Representative Director and Senior Managing
94,100 shares(August 1, 1958)
Director of TADA CORPORATION
July 2011
Executive Officer, and General Manager of
Design Department of the Company
June 2014
Director (current position)
June 2018
Representative Director and President of TADA
CORPORATION (current position)(Significant concurrent positions outside the Company)
Representative Director and President of TADA
CORPORATION
Reasons for nomination as candidate for Director and overview of expected roles
Having been involved for many years in the design operations of the Company, Toshiya Sato has abundant experienceand a track record, and he has been in charge of the overall management as Representative Director at TADA
CORPORATION. He has insight and capabilities appropriate as Director of the Company. Therefore, the Company
continues to nominate him as a candidate for Director.
Apr. 1985
Joined Toppan Printing Co., Ltd.
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
28,480 shares
Katsumi Shimada
Director(October 16, 1966)
Oct. 2021
Representative Director and President (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
Serving as Representative Director of a Group company, Katsumi Shimada has deep knowledge and insight on a broad
range regarding the Group business, and the Company expects that he will demonstrate his abilities in promoting theGroup business as Director of the Company. Therefore, the Company nominates him as a candidate for Director.

-9-Candidate
No.

7

8

9

Notes:

1.
2.
3.

4.
5.
6.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
Number of sharesand significant concurrent positions outside the Company
owned
Apr. 1970
Joined Homatsu Densan Co., Ltd.
Sept. 1994
Director, and General Manager of Sales
Department
Apr. 1996
Managing Director
Yoshio Aoshima
7,000 shares
Apr. 2000
Senior Managing Director(February 18, 1948)
Apr. 2006
Senior Advisor of Panasonic Consumer
Marketing Co., Ltd.
June 2015
Outside Director of the Company (current
position)
Reasons for nomination as candidate for outside Director and overview of expected roles
Yoshio Aoshima has provided useful advice on the overall management of the Company based on his abundant
experience and extensive insight as a member of the management who served as Director of Homatsu Densan Co., Ltd.
for many years. The Company expects that he will contribute to the enhancement of the governance based on his
abundant experience. Therefore, the Company continues to nominate him as a candidate for outside Director.
Sep. 2008
Registered as an attorney at law (Tokyo Bar
Association)
Sep. 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 has contributed tostrengthening 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 he willappropriately fulfill his duties as an outside Director based on the above reasons.
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,- shares
Ikuo Shimizu
Infrastructure, Transport and Tourism(May 4, 1954)
Apr. 2011
Managing Director of Real Estate Transaction
Improvement Organization
June 2015
Senior Managing Director of Japan Associationof Home Suppliers
Reasons for nomination as candidate for outside Director and overview of expected roles
Ikuo Shimizu is expected to play an important role in determining important management matters and supervising theexecution of business at the company. The Company has therefore nominated him as a candidate for outside Director,
because he has extensive experience through various duties at government offices and has broad insight into the realestate and construction industries to which the Group is affiliated. Ikuo Shimizu has never been involved in the
management of a company. However, the Company judges he will appropriately fulfill his duties as an outside Director
based on the above reasons.
There is no special interest between any of the candidates and the Company.
New candidates for Director are indicated by an asterisk (*).
Yoshio Aoshima, Yasuhiko Abe and Ikuo Shimizu are candidates for outside Director. The Company has submitted
notification to the Tokyo Stock Exchange that Yoshio Aoshima and Yasuhiko Abe have been designated as independent
officers as provided for by the aforementioned exchange. The Company have also submitted notification to theaforementioned exchange that Ikuo Shimizu has been designated as an independent officer.
At the conclusion of this meeting, Yoshio Aoshima’s tenure as outside Director of the Company will have been sevenyears.
At the conclusion of this meeting, Yasuhiko Abe’s tenure as outside Director of the Company will have been one year.
If Yoshio Aoshima, Yasuhiko Abe and Ikuo Shimizu 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 Aoshima and Abe to limit their- 10 -

liability for damages under Article 423, paragraph (1) of the Companies Act, and to enter into same agreement with
Shimizu. Pursuant to this agreement, the defined maximum amount of liability for damages is the minimum amountprovided for under Article 425, paragraph (1) of the Companies Act.

- 11 -

Reference:
Expertise and experience expected of Directors and Audit & Supervisory Board Members (skills matrix)
If Proposal No. 3 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
Jusaburo Fujioka
Tetsuya Kojima

Hirosuke Yoshino

●

●
●

●

Standing Audit &Supervisory Board
MemberAudit & Supervisory
Board Member
Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
Member●●●●- 12 -

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●

●

●

●

●

●

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