(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.

Securities code: 6947
Delivery date: June 7, 2024
Start date of Measures for Electronic Provision: May 31, 2024
To Our Shareholders
Jinya Katsube, President and Representative Director
ZUKEN Inc.
2-25-1, Edahigashi Tsuzuki-ku, Yokohama
NOTICE OF THE 48TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you that the 48th Ordinary General Meeting of Shareholders of Zuken Inc. (“Zuken” or the“Company”) to be held as follows.
Reference documents for this shareholders meeting (“Electronic Provision Measures Matters”) can be viewed using
the internet on the following websites. Please use any of these websites to view this information.
Zuken website
https://ir.zuken.co.jp/en/news/(Please visit the above website for more information.)
Tokyo Stock Exchange website (Listed company information service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(After accessing the Tokyo Stock Exchange website, enter Zuken in the company name box or 6947 in thesecurities code box and click search. Select Basic Information and then Documents for public inspection/PRinformation. Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting are in the filed information available for public inspection section.)
If you are unable to attend the meeting, you may exercise your voting rights via the internet or in writing by 5:45
p.m. on Wednesday, June 26, 2024. Please read the Reference Documents for the General Meeting of Shareholders
before exercising your voting rights.
Exercise of voting rights via the internet
Please refer to the Guide to the Exercise of Voting Rights via Internet and enter your approval or disapproval for anagenda item by the above deadline.
Exercise of voting rights in writing
Please indicate your approval or disapproval for an agenda item on the enclosed voting rights exercise form andreturn the form to us by the above deadline.

11. Time and Date:

10 a.m., Thursday, June 27, 2024

2. Place:

Zuken Hall, 1F, Head Office/Central Research Facility
2-25-1, Edahigashi Tsuzuki-ku, Yokohama

3. Objectives of the Meeting:
Reports:
1. Reports on the Business Report and the Consolidated Financial Statements, andthe Results of the Audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Board for the 48th Fiscal Year
(April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 48th Fiscal Year
(April 1, 2023 to March 31, 2024)
Agenda:Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Five (5) Directors
Proposal No. 3:
Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4:
Election of One (1) Substitute Audit & Supervisory Board Member
4. Matters to be Decided upon Convocation(1) Votes left blank for one or more agenda items will be counted as “for” votes.
(2) If you vote both in writing (by post) and via the internet, only the internet voting will be valid.
(3) If you vote more than once via the internet, only your last vote will be valid.

◎ For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk.
◎ Under the amendment to the Companies Act, only shareholders who have accessed Zuken’s website andTokyo Stock Exchange website to confirm the Electronic Provision Measures Matters in principle and who
have made a written request by the record date will be sent a document containing the Electronic Provision
Measures Matters. However, at this shareholders meeting, the relevant document will be sent uniformly
regardless of whether or not a request for delivery of the document has been made. In accordance withlaws and regulations and the Articles of Incorporation of the Company, the following items are notincluded in the relevant document. The Audit & Supervisory Board members and the accounting auditor
have audited the Reference Documents, including the following items.
・ Corporate Structure and Policy in the Business Reports
・ Notes to the Consolidated Financial Statements
・ Notes to the Non-consolidated Financial Statements◎ If there are revisions to the Electronic Provision Measures Matters, notification of the revisions and theinformation before and after revisions will be posted on the aforementioned websites.

2Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
Distributing profits to shareholders is one of the highest management priorities of Zuken. The basic policy is to pay
a stable dividend that incorporates factors including our business performance and operating conditions.
Regarding the business performance for the fiscal year ended March 31, 2024, the Zuken Group achieved record
highs in sales, operating profit and ordinary profit for three consecutive fiscal years. Upon having considered ourfinancial condition and business results, we propose the year-end dividend and the appropriation of retained earnings
for the 48th fiscal year as follows:
Regarding the year-end dividend, we plan to pay a year-end dividend of 30 yen per share, an increase of 5 yen fromthe previous fiscal year's 25 yen.
1. Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Matters concerning allotment of dividend property and total amount to be distributed
A dividend of 30 yen per share of the Zuken common shares
Total dividends:
667,493,820 yen
With the interim dividend of 25 yen per share, this will result in a total dividend of 55 yen per share for thefiscal year ended March 31, 2024.
(3) Effective date of the distribution of retained earnings
June 28, 2024
2. Matters concerning the appropriation of retained earnings(1) Item and amount of decrease in surplus
General reserve:

1,600,000,000 yen(2) Item and amount of increase in surplus
Retained earnings brought forward:

1,600,000,000 yen

3Proposal No. 2: Election of Five (5) Directors
The terms of office of all five (5) Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, election of five (5) Directors is proposed.
The candidates for Directors are as follows.
If this proposal is approved as proposed, there will be two Independent Outside Directors out of five Directors,
including one female Director.
No.

1Name
(Date of birth)

Past experience, positions and responsibilities(Significant concurrent positions)
Dec. 1976
Established Zukei Shori Gijutsu Kenkyusho Inc.
(Currently Zuken Inc.)
Makoto Kaneko
President and Representative Director(Mar. 15, 1945)
Apr. 2020
Chairman and CEO (Current)
Jan. 1982
Jan. 1984

23

Jinya Katsube(Oct. 13, 1942)

Jun. 1995

Senior Managing Director and General Manager ofBusiness Administration Division, Overseas Business
Division and Technology Division
Senior Managing Director

Jun. 2004
Apr. 2020

COO and Representative Director
President and COO (Current)

Mar. 1991
Apr. 2001
Jan. 2004

Joined the Company
General Manager of General Affairs Department
General Manager of General Affairs and Human
Resources Department

Apr. 2005

General Manager of Finance and Administration
Division
Director and General Manager of Finance andAdministration Division
Managing Director and General Manager of Financeand Administration DivisionJun. 2016
Apr. 2020
Apr. 2024

2,226,531

Joined the Company as General Manager of Sales
Department
Director and General Manager of Sales Division

Apr. 1999

Yoshikazu Soma Jun. 2005
(Jan. 15, 1960)

Number of theCompany’s shares held

Executive Vice President and Director and General
Manager of Finance and Administration Division
Representative Director and Executive Vice President(Current)

464,10015,000No.

Name(Date of birth)

4Takashi Sano
(Apr. 3, 1948)

Past experience, positions and responsibilities(Significant concurrent positions)Oct. 1973
Joined Arthur Andersen
Feb. 1979
Joined NEMIC-LAMBDA K.K.
Mar. 1979
Registered as a CPA
Jun. 1986
President of NEMIC-LAMBDA Singapore PTE. LTD.
Dec. 1992
Joined Inoue Saito Eiwa Audit Corporation
Aug. 1997
Representative Partner of Asahi Audit Corporation
Dec. 2007
Established Sano CPA Office as President (Current)
Jun. 2011
Audit & Supervisory Board Member of the CompanyJun. 2014
Director of the Company (Current)(Significant concurrent positions)
President of Sano CPA Office-Oct. 2000
5WakanaTakahara*(Mar. 26, 1973)

Registered as an attorney at law (Admitted to Tokyo
Bar Association)
Joined Arai Sogo Law Offices (Current)(Significant concurrent positions)
Attorney

Number of theCompany’s shares held-Notes: 1. No material conflict of interest exists between the Company and any of the above candidates.
2. From the perspectives on the right person in the right place, the Company appoints as Directors a wellbalanced group of individuals with deep knowledge, abundant experience, and high skills in each of the fields
of sales, technology, business administration, and overseas operations, as well as outstanding personalqualities and insights. Each candidate has knowledge, experience, ability and other skills in the above fields
necessary in light of the Company’s management strategy.
3. The asterisk mark (*) indicates a candidate to be newly elected as Director.
4. Ms. Wakana Takahara’s name on her family register is Wakana Nonaka.
5. Mr. Takashi Sano and Ms. Wakana Takahara are candidates for Outside Directors.
6. Reasons for nominating Mr. Takashi Sano and Ms. Wakana Takahara as candidates for Outside Directors andsummary of expected roles
1) Mr. Takashi Sano has a wealth of experience as a top corporate management as well as professional
knowledge and experience cultivated for many years as a certified public accountant. The Company
proposes the election of Mr. Sano as an Outside Director to leverage his knowledge and experience in its
management. If he is elected, the Company expects him to provide advice for the selection of candidates forDirectors and the determination of Directors’ remuneration, etc. in an independent position as a member of
the Nomination and Remuneration Committee.
2) Ms. Wakana Takahara has not directly been involved in company management in the past, but has a wealthof professional knowledge and experience cultivated for many years as a lawyer. The Company proposes
the election of Ms. Takahara as an Outside Director to leverage her knowledge and experience in its
management. If she is elected, the Company expects her to provide advice for the selection of candidates
for Directors and the determination of Directors’ remuneration, etc. in an independent position as a memberof the Nomination and Remuneration Committee.
7. The term of office of Mr. Takashi Sano as an Outside Director of the Company will be about ten years. TheCompany has registered Mr. Sano as an Independent Director as provided for the rules of the Tokyo StockExchange.
8. If Ms. Wakana Takahara is elected, the Company plans to register her as an Independent Director as provided
for the rules of the Tokyo Stock Exchange.

5

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
The terms of office of two Audit & Supervisory Board Members Mr. Fusao Wada and Mr. Yoshinobu Maeba will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of two (2) Audit &Supervisory Board Members is proposed.
This proposal has received the consent of the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows.
No.

12Name(Date of birth)

Fusao Wada
(Apr. 23, 1949)

Yasutoyo
Takada*(Jul. 6, 1967)

Past experience and positions
Number of the(Significant concurrent positions)Company’s shares heldDec. 1976
Joined the CompanyJan. 1984
Director, General Manager of TechnologyDepartment and Engineering Department
Apr. 1984
Director and General Manager of Technology
660,000Division
Apr. 1999
Director (CTO)
Jun. 2001
Full-time Audit & Supervisory Board Member(Current)
Apr. 1990
Joined Nippon Life Insurance Company
Mar. 2018
Executive Officer and Advisor of Finance＆Investment Planning Dept. of Nippon Life Insurance
Company(Managing Director, Member of the Board of Nissay
Asset Management Corporation)
Mar. 2020
Executive Officer and Advisor of Group Business
Dept. of Nippon Life Insurance Company(Representative Director and Senior Managing
Executive Officer of TAIJU LIFE INSURANCECOMPANY LIMITED)Mar. 2022
Managing Executive Officer and General Manager ofCorporate Promotion Dept. of Nippon Life Insurance
CompanyApr. 2024
Representative Director and Executive Vice Presidentof Corporate-pension Business Service (Current)(Significant concurrent positions)Representative Director and Executive Vice President of Corporatepension Business Service

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates.
2. The asterisk mark (*) indicates a candidate to be newly elected as Audit & Supervisory Board Member.
3. Mr. Yasutoyo Takada is a candidate for Outside Audit & Supervisory Board Member.
4. Reasons for nominating Mr. Yasutoyo Takada as a candidate for an Outside Audit & Supervisory BoardMember
Mr. Yasutoyo Takada possesses extensive knowledge and experience in investment management and risk
management, cultivated over many years at a life insurance company. The Company proposes the election ofMr. Takada as an Outside Audit & Supervisory Board Member to leverage his corporate management
expertise in our audit operations as well.
5. The Company plans to register Mr. Yasutoyo Takada as an Independent Audit & Supervisory Board Member
as provided for the rules of the Tokyo Stock Exchange.

6

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
To be prepared for an insufficient number of Audit & Supervisory Board Members as prescribed by laws andregulations, the Company proposes to the election of the following candidate for substitute Audit & Supervisory
Board Member in advance.
The effect of this election may be cancelled by the resolution of a Board of Directors with the consent of the Audit& Supervisory Board only before the candidate assumes office as a substitute Audit & Supervisory Board Member.
This proposal has received the consent of the Audit & Supervisory Board.
The candidate for the substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Apr. 1998

Akio Tate(Jan. 6, 1972)

Mar. 2020

Past experience and positions(Significant concurrent positions)Registered as an attorney at law (Admitted toTokyo Bar Association)
Joined Arai Sogo Law Offices (Current)

Number of theCompany’s shares held

Audit & Supervisory Board Member of theCompany(Significant concurrent positions)
AttorneyNotes: 1. No material conflict of interest exists between the Company and the above candidate.
2. Mr. Akio Tate is a candidate for the substitute Outside Audit & Supervisory Board Member.
3. Reasons for nominating Mr. Akio Tate as a candidate for the substitute Outside Audit & Supervisory BoardMember
Mr. Akio Tate has not directly been involved in company management in the past, but has a wealth ofprofessional knowledge and experience on corporate legal affairs as a lawyer. The Company proposes theelection of Mr. Tate as an Outside Audit & Supervisory Board Member to leverage his knowledge andexperience in its audit operations.

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