Notice: This document is an excerpt translation of the original Japanese document and is only for reference
purposes. In the event of any discrepancy between this translated document and the original Japanese
document, the latter shall prevail.
Securities code: 3183
June 10, 2022

To Shareholders with Voting Rights:
Hideumi Akizawa
Chief Executive Officer

WIN-Partners Co., Ltd.
Main office location: 2-2-1 Kyobashi, Chuo-ku, Tokyo
Headquarters: 2-2-1 Kyobashi, Chuo-ku, TokyoNOTICE OF
THE 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 9th Annual General Meeting of Shareholders of WIN-Partners Co., Ltd.
(the “Company”) will be held as described below.
If you are unable to attend the meeting in person, you can exercise your voting rights either in writing
or by electronic means (via the Internet, etc.). Please carefully review the Reference Documents for the
General Meeting of Shareholders provided hereafter before exercising your voting rights.

1. Date and Time:

Tuesday, June 28, 2022 at 10 a.m. Japan time (Registration starts at 9:30
a.m.)

2. Venue:“Hall 22D” TKP Garden City PREMIUM Kyobashi
22nd Floor, KYOBASHI EDOGRAND Bldg., 2-2-1 Kyobashi, Chuo-ku,
Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 9th Fiscal Year (April 1, 2021 - March 31, 2022) and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 9th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Six (6) Directors (Excluding Directors Who Are Audit andProposal 3:
Supervisory Committee Members)-1-

<Kind Reminder to our Shareholders>・ In order to mitigate the risk of spread of COVID-19, we encourage you to exercise your voting rights
in advance either in writing or by electronic means (via the Internet, etc.) instead of coming to thevenue on the day of this year’s meeting.
・ The general meeting’s organizing staff will check their body temperature and health conditions
beforehand, and keep face masks on during the meeting.
・ Alcohol-based hand sanitizer and face masks are available near the meeting reception desk for youruse.
・ We kindly request all in-person meeting attendees to bring a face mask and wear it during the meeting.
Shareholders who are unable to wear a mask may be denied entry to the venue.
・ A temperature check will be required for all meeting attendees near the entrance of the venue.
Persons with a fever or who seem unwell may be denied entering the venue.
・ For the objective of shortening the duration of this meeting in order to mitigate the risk of spread of
COVID-19, we will omit detailed explanation of the matters to be reported (including accounting
audit reports) and of the proposals. Therefore, it is recommended for all shareholders to carefully readthis notice prior to attending the meeting in person.
◎ If you attend the meeting in person, please submit your Voting Right Exercise Form enclosed
herewith at the reception desk upon your arrival to the venue. Any revisions to the Reference
Materials for the General Meeting of Shareholders, Business Report, Non-consolidated Financial
Statements, and Consolidated Financial Statements will be posted on the Company’s website(http://www.win-partners.co.jp).
◎ Of the documents to be provided in this notice of convocation, the following materials are posted
and available for your review on the Company’s website (http://www.win-partners.co.jp) pursuant tolaws and ordinances, and Article 14 of the Articles of Incorporation of the Company.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company aims to provide shareholders with stable and sustainable return of profits, while securing
adequate internal reserve for the future business expansion and enhancement of our business foundation.
In accordance with these policies, the Company proposes the following for the year-end dividends forits 9th Fiscal Year:
Type of assets to be distributed as dividends
Cash
Matters regarding the assignment of assets to be distributed as dividends and its total amount¥35 per common share of the Company
Total amount of dividends: ¥ 994,690,795
Effective date of distribution of surplus
June 29, 2022

-3-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the adoption of a system for providing materials for general
meetings of shareholders in electronic form, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 14, Paragraph 1 stipulates that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided in electronic format.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper-based format documents to be sent to shareholders who haverequested it.
(3) The provisions related to the disclosure through the Internet and deemed provision of the reference
documents for the general meeting of shareholders, etc. (Article 14 of the current Articles ofIncorporation) will no longer be required and will therefore be deleted.
(4) In accordance with the above-stated establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.
2. Details of Amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Disclosure through the Internet and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders, etc.)
Article 14 The Company may, whenconvening a general meeting of shareholders,deem that it has provided information toshareholders pertaining to matters to berecorded or presented in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theInternet in accordance with the ordinance ofthe Ministry of Justice.

(Amended parts are underlined.)
Proposed Amendments<Deleted>(Measures for Providing Information inElectronic Format, etc.)
Article 14 The Company shall, whenconvening a general meeting ofshareholders, provide information containedin the reference documents for the general
meeting of shareholders, etc. in electronic
format.
2. Of the items to be provided in electronic
format, the Company may choose not torecord all or part of the items stipulated by
the Ordinance of the Ministry of Justice inpaper-based documents to be delivered toshareholders who have requested thedelivery thereof by the record date forvoting rights.

<Newly Established>-4-Current Articles of Incorporation

Proposed Amendments(Supplementary Provisions)
1. The amendment to Article 14 of the Articles
of Incorporation shall come into effect as of
September 1, 2022 (hereinafter “EffectiveDate”), which is the date that the amended
provisions stipulated in the proviso of Article
1 of the supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) will take effect.
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 (Disclosure
through the Internet and Deemed Provisionof Reference Documents for the General
Meeting of Shareholders, etc.) of the current
Articles of Incorporation shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders outlined in the preceding
paragraph, whichever is later.

<Newly Established>-5-

Proposal 3:

Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the closing of this General Meeting of Shareholders. Accordingly, the Company
hereby proposes to elect six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members). The candidates are listed as follows.

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1983

1

Hideumi Akizawa(December 10, 1960)

Joined Nishimoto Trading Co. (currently CANONMEDTECH SUPPLY CORPORATION)
September 1992 Joined Takumi-Concern Co., Ltd. (currently WIN
INTERNATIONAL CO., LTD.)
General Manager, Sales Dept., Takumi-Concern
Co., Ltd.
October 1992
Representative Director, Takumi-Concern Co., Ltd.
May 1994
Representative Director and President, WIN
INTERNATIONAL CO., LTD. (present)
April 2013
Chief Executive Officer, the Company (present)[Board of Directors meetings attended during 9th FY]

Number ofshares held in
the Company

901,300

13/13[Reappointment][Reasons for proposal as a candidate for Director]
Mr. Hideumi Akizawa undertakes responsibilities in management of the Company as Chief Executive Officer.
He has a wealth of insight and experience in all aspects of management practice. The Company proposes Mr.
Akizawa as a candidate for Director as it believes that he is well qualified for playing a role in strengthening theCompany’s corporate governance and achieving the ongoing enhancement of corporate value.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1981
February 1987

2

Hiromi Mitagami(April 18, 1960)[Reappointment]

Joined NIHON MEDIX CO., LTD.
Joined Takumi-Concern Co., Ltd. (currently WIN
INTERNATIONAL CO., LTD.)
April 2000
General Manager, Medical Device Sales Dept.,
WIN INTERNATIONAL CO., LTD.
June 2000
Director, WIN INTERNATIONAL CO., LTD.
October 2006
Director, General Manager, Sales Division, WIN
INTERNATIONAL CO., LTD.
October 2007
Director, Executive Officer; General Manager,
Sales Division, and General Manager, New
Business Dept., WIN INTERNATIONAL CO.,LTD.
August 2009
Director, Executive Officer; General Manager,
Sales Division, and General Manager, Second
Sales Dept., WIN INTERNATIONAL CO., LTD.
April 2013
Director, Executive Officer, and General
Manager, Sales Management Dept., theCompany (present)
April 2016
Director, Executive Officer, and General
Manager, Sales Division, WIN
INTERNATIONAL CO., LTD. (present)[Board of Directors meetings attended during 9th FY]

Number ofshares held in
the Company

316,800

12/13[Reasons for proposal as a candidate for Director]
Mr. Hiromi Mitagami undertakes responsibilities in management of the Company as Director. He has abundant
knowledge of operations of the sales sector based on his broad experience in the field. The Company proposes
Mr. Mitagami as a candidate for Director as it believes that he is well qualified for taking part in expanding theCompany’s operations and achieving the ongoing enhancement of corporate value.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1990
March 1995

3

Yuji Akita(August 23, 1967)

Joined OBIC Co., Ltd.
Joined Arrow Japan Ltd. (currently Teleflex
Medical Japan, Ltd.)
April 1997
Joined TESCO CO., LTD.
April 2005
Managing Director, TESCO CO., LTD.
June 2006
Senior Managing Director, TESCO CO., LTD.
August 2011
Representative Director and President, TESCO
CO., LTD. (present)
April 2013
Director, Executive Officer, and General Manager,
Sales Management Dept., the Company
June 2015
Director and Executive Officer, the Company(present)[Board of Directors meetings attended during 9th FY]

Number ofshares held in
the Company[Reappointment]

1,714,990

13/13[Reasons for proposal as a candidate for Director]
Mr. Yuji Akita undertakes responsibilities in management of the Company as Director. He has abundant
knowledge of operations of the sales sector based on his broad experience in the field. The Company proposes
Mr. Akita as a candidate for Director as it believes that he is well qualified for taking part in expanding theCompany’s operations in the Tohoku region and achieving the ongoing enhancement of corporate value.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
March 1981

4

Number ofshares held in
the Company

Joined Nishimoto Trading Co. (currently CANONMEDTECH SUPPLY CORPORATION)
April 2009
Representative Director and President, ELK
Corporation (currently CANON MEDTECH
SUPPLY CORPORATION)
November 2012 Representative Director and President, Canon
Lifecare Solutions Inc. (currently CANONMEDTECH SUPPLY CORPORATION)
March 2015
Director and Councilor, Canon Lifecare Solutions
Inc.
November 2015 Joined WIN INTERNATIONAL CO., LTD.
November 2015 Assignment to the Company; Corporate Advisor,
the Company
April 2016
Deputy General Manager, General Affairs Dept.,
the Company
June 2016
Director, Executive Officer; General Manager,
General Affairs Dept.; General Manager,
7,394
Finance and Accounting Dept., and General
Manager, Business Implementation Dept., WIN
INTERNATIONAL CO., LTD. (present)
Keiji Matsumoto
June 2016
Director, Executive Officer, and Deputy General(October 14, 1959)
Manager, General Affairs Dept., the Company
April 2019
Director, Executive Officer, and General Manager,[Reappointment]
Administrative Division, the Company
March 2020
Director, Executive Officer; General Manager,
Administrative Division, and General Manager,
General Affairs Dept., the Company
October 2020
Director, Executive Officer; General Manager,
Administrative Division; General Manager,
General Affairs Dept., and General Manager,
System Development Office, the Company(present)[Board of Directors meetings attended during 9th FY]
13/13[Reasons for proposal as a candidate for Director]
Mr. Keiji Matsumoto undertakes responsibilities in management of the Company as Director. He has abundant
knowledge of operations of the administrative sector based on his broad experience in the field. The Company
proposes Mr. Matsumoto as a candidate for Director as it believes that he is well qualified for taking part infacilitating the Company’s administrative procedures and achieving the ongoing enhancement of corporate value.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
March 1972

5

Registered as Certified Public Accountant of Japan
Established Shingo Majima CPA Accounting
OfficeSeptember 1975 Joined New York Office of Peat Marwick Mitchell& Co. (currently KPMG LLP)
March 1981
Registered as US CPA (New York State)
September 1987 Partner, KPMG LLP
April 2006
Professor, Faculty of Commerce, Chuo University
May 2007
Outside Director, Aderans Holdings Co., Ltd.
(currently Aderans Company Limited)
June 2012
Outside Director, WIN INTERNATIONAL CO.,LTD.
Shingo Majima
April 2013
Outside Director, the Company (present)(September 24, 1946) June 2013
Outside Audit & Supervisory Board Member,
ITOCHU Corporation (present)
May 2017
Executive Trustee, Chuo University[Reappointment][Board of Directors meetings attended during 9th FY]

Number ofshares held in
the Company

—

13/13
[Reasons for proposal as a candidate for Outside Director and summary of expected roles]
Mr. Shingo Majima has never been involved in corporate management except serving as Outside Director;
however, he has considerable knowledge and experience in finance and accounting acquired through his career
as a university professor and as a certified public accountant. Therefore, the Company proposes Mr. Majima as a
candidate for Outside Director as it believes that he is well qualified for taking part in strengthening theCompany’s management oversight functions and achieving the ongoing enhancement of corporate value.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)

Number ofshares held in
the Company

April 1998

6

Lecturer, Department of Economics, Wako
University
April 2006
Lecturer, Graduate School of Medical and Dental
Sciences, Tokyo Medical and Dental University
April 2014
Chairman, General Accounting Public
Procurement Committee, Ministry of Health,Labour and Welfare (present)
October 2017
Department Chair, Department of Economics andbusiness, Wako University
July 2018
President, Wako University
May 2019
Corporate Advisor, the Company
June 2019
Internal Control Manager, Soka Municipal
Hospital
Kenjiro Ide
April
2020
Professor, Department of Accounting and(December 17, 1966)
Finance, Faculty of Global Business, Showa
Women’s University (present)[Reappointment]
June 2020
Outside Director, the Company (present)[Board of Directors meetings attended during 9th FY]

—

13/13
[Reasons for proposal as a candidate for Outside Director and summary of expected roles]
Mr. Kenjiro Ide has never been involved in corporate management except serving as Outside Director; however,
he has considerable knowledge and experience in management and accounting acquired through his career as auniversity professor, in addition to having abundant knowledge regarding health care services. The Company
proposes Mr. Ide as a candidate for Outside Director as it believes that he is well qualified for taking part instrengthening the Company’s management oversight functions and achieving the ongoing enhancement ofcorporate value.

Notes: 1. There are no conflicts of interest between the Company and each of the above-listed candidates
for Director.
2. Special notes regarding the candidates for Outside Director
Among the candidates for Director, Mr. Shingo Majima and Mr. Kenjiro Ide are candidates for
Outside Director.
(1) Term of office of Mr. Shingo Majima
The term of office of Mr. Shingo Majima as Outside Director will have been nine (9) years
and two (2) months as of the closing of this General Meeting of Shareholders.
(2) Term of office of Mr. Kenjiro Ide
The term of office of Mr. Kenjiro Ide as Outside Director will have been two (2) years asof the closing of this General Meeting of Shareholders.
(3) Matters regarding limited liability agreement signed between the Company and each of thecandidates for Outside Director
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with each of Mr. Shingo Majima and Mr. Kenjiro
Ide to limit their liability for damages as outlined under Article 423, Paragraph 1. The
amount of liabilities under this agreement is capped at the minimum liability amount asprovided in Article 425, Paragraph 1. In the event where the reappointment of thesecandidates is approved, the Company intends to continue the limited liability agreementwith both of them.
(4) Independent Officer
The Company has registered both Mr. Shingo Majima and Mr. Kenjiro Ide as Independent
Officers with the Tokyo Stock Exchange. In the event where the reappointment of thesecandidates is approved, the Company intends to continue their designation as Independent
Officers.

- 11 -

3. The summary of the Audit and Supervisory Committee’s opinions on the election of Directors
is as follows.
The Candidate Reviewing Committee examines whether each candidate is qualified for serving
as Director based on various factors including his/her knowledge, experience, and abilities. In
addition, one member of the Audit and Supervisory Committee participates in meetings of the
Candidate Reviewing Committee as its member. Upon consideration of the results of the study
and deliberation by the Candidate Reviewing Committee, the Audit and Supervisory
Committee expresses its opinion that the nomination procedures were conducted appropriately,and each of the candidates is qualified for serving as Director of the Company.
4. The Company has entered into a directors and officers liability insurance agreement with aninsurance company to cover any damages and legal expenses incurred as a result of derivative
lawsuits brought by shareholders, lawsuits brought by the Company, and lawsuits brought bya third party. The insurance premiums for all insureds shall be fully borne by the Company.
The candidates are covered under said insurance policy as insureds. The Company intends torenew the policy as-is at the time of the next policy renewal.

- 12 -

[Reference: Director Skills Matrix]
Name

HideumiAkizawa

Position andResponsibilities
Chief
Executive
Officer

Hiromi
Director
Mitagami
Yuji Akita Director
Keiji
Director
MatsumotoShingoMajimaOutsideDirector

Independent(Outside)

Kenjiro Ide

OutsideDirector

Independent(Outside)

Yoichi
Nakata

Asaka
Kanda

Yasuo
Kikuchi

Director(Full-time
Audit andSupervisory
Committee
Member)OutsideDirector(Audit and Independent
Supervisory (Outside)
Committee
Member)OutsideDirector(Audit and Independent
Supervisory (Outside)
Committee
Member)Legal Affairs, HR, Labor
Corporate Finance and Compliance, Management, Sales andManagement Accounting
and Risk
and TalentMarketingManagement Development

M&A

○

○

○

○
○
○

○
○

○

○

HealthCare International
Policy

○

○
○

○

○
○

○

○

○

(Note) The above-listed skills do not represent all skills, experience, abilities, and other knowledge andqualities possessed by each Director.

- 13 -