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 7, 2024
(Electronic measures provision commencement date: June 3, 2024)

To Shareholders with Voting Rights:
Hideumi Akizawa
Chief Executive Officer

WIN-Partners Co., Ltd.

Main office location: 2-2-1 Kyobashi, Chuo-ku, TokyoNOTICE OF
THE 11TH 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 11th Annual General Meeting of Shareholders of WIN-Partners Co., Ltd.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format, and matters to be provided in electronic format (“Electronic Provision
Measures Matters”) are posted on the following website on the Internet.

The Company’s website: https://www.win-partners.co.jp/en/ir/shareholdersmeeting/In addition to the above, the information is posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above-stated website, enter the Company’s name (“WIN-Partners”) or the securities
code (“3183” in half-width characters) to search, and select “Basic information,” “Documents for public
inspection/PR information,” and then “Notice of General Shareholders Meeting / Informational Materials
for a General Shareholders Meeting” in this order to confirm the information.
If you are unable to attend the meeting in person, you can exercise your voting rights either in writingor by electronic means (via the Internet, etc.). Please carefully review the Reference Documents for theGeneral Meeting of Shareholders provided in the Electronic Provision Measures Matters before exercising
your voting rights.
1. Date and Time:
2. Venue:

Thursday, June 27, 2024 at 10 a.m. Japan time (Registration starts at 9:30a.m.)“Hall 22D” TKP Garden City PREMIUM Kyobashi
22nd Floor, KYOBASHI EDOGRAND Bldg., 2-2-1 Kyobashi, Chuo-ku,
Tokyo-1-3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 11th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 11th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (Excluding Directors Who Are Audit andProposal 2:
Supervisory Committee Members)-2-◎ If you attend the meeting in person, please submit your Voting Right Exercise Form enclosedherewith at the reception desk upon your arrival to the venue. Any revisions to the Electronic
Provision Measures Matters will be posted on each website where these matters are posted.
◎ The physical document sent to shareholders does not contain the following items pursuant to laws
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-3-

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 for
its 11th 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¥50 per common share of the Company
Total amount of dividends: ¥ 1,428,111,800
Effective date of distribution of surplus
June 28, 2024-4-

Proposal 2:

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 CommitteeMembers) 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 CommitteeMembers). 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)
June 2022
Director, TESCO CO., LTD. (present)[Board of Directors meetings attended during 11th FY]

Number ofshares held inthe 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.

-5-No.

Name(Date of birth)

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

2Hiromi 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., the Company (present)
April 2016
Director, Executive Officer, and General Manager,
Sales Division, WIN INTERNATIONAL CO.,LTD.
July 2022
Director, Executive Officer, WIN
INTERNATIONAL CO., LTD. (present)[Board of Directors meetings attended during 11th FY]

Number ofshares held inthe Company

318,000

13/13[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.

-6-No.

Name(Date of birth)

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

3Yuji Akita(August 23, 1967)[Reappointment]

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, TESCOCO., LTD. (present)
April 2013
Director, Executive Officer, and General Manager,
Sales Management Dept., the Company
June 2015
Director and Executive Officer, the Company(present)
December 2018 President & CEO, Medical Collective Intelligence
Co., Ltd. (present)
July 2022
Representative Director and President, TOSAY
Medical. Co., Ltd. (present)[Board of Directors meetings attended during 11th FY]

Number ofshares held inthe Company

1,715,690

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.

-7-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 CompanyJune 2016
Director, Executive Officer; General Manager,
General Affairs Dept.; General Manager, Financeand Accounting Dept., and General Manager,
9.594
Business Implementation Dept., WIN
INTERNATIONAL CO., LTD. (present)
June 2016
Director, Executive Officer, and Deputy General
Keiji Matsumoto
Manager, General Affairs Dept., the Company(October 14, 1959)
April 2019
Director, Executive Officer, and General Manager,
Administrative Division, the Company[Reappointment]
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)
June 2022
Director, TESCO CO., LTD. (present)[Board of Directors meetings attended during 11th 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.

-8-No.

Name(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1998

5Lecturer, Department of Economics, WakoUniversity
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
April 2020Professor, Department of Accounting and Finance,
Faculty of Global Business, Showa Women’sUniversity
Kenjiro Ide
June 2020
Outside Director, the Company (present)(December 17, 1966) April 2023
Professor for Medical and Healthcare
Management, Graduate School of Social Sciences,[Reappointment]
Department of Professional Business (Master ofBusiness Administration), University of Hyogo[Outside](present)[Independent]
May 2024
Councilor, University of Occupational andEnvironmental Health, Japan (present)[Board of Directors meetings attended during 11th FY]

Number ofshares held inthe Company—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; however, he has considerable knowledge andexperience in management and accounting acquired through his career as a university professor, in addition tohaving 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 in strengthening the Company’s
management oversight functions 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)
May 1979

6

Etsuko Takamura(August 16, 1954)[Reappointment][Outside][Independent]

Residency, Department of Ophthalmology, Tokyo
Women’s Medical University, School of Medicine
June 1998
Assistant professor (currently Associate professor),
Department of Ophthalmology, Tokyo Women’s
Medical University, School of Medicine
November 2010 Clinical professor, Department of Ophthalmology,
Tokyo Women’s Medical University, School ofMedicine
April 2014
Auditor, Japanese Ocular Allergy Society)
April 2018
Professor, Department of Ophthalmology, Tokyo
Women’s Medical University, School of Medicine
April 2020
Part-time engagement, Department ofOphthalmology, Tokyo Women’s MedicalUniversity, School of Medicine (present)
June 2020
Distinguished Member, Japanese Society ofAllergology (present)
September 2021 Advisor, Japanese Society for Sjogren’s Syndrome(present)
June 2023
Outside Director, the Company (present)
January 2024
Councilor, Japanese Ocular Allergy Society(present)[Board of Directors meetings attended during 11th FY]
10/10

Number ofshares held in
the Company—[Reasons for proposal as a candidate for Outside Director and summary of expected roles]
Ms. Etsuko Takamura has never been involved in corporate management; however, she has knowledge andexperience acquired through her career as a university professor, in addition to having abundant knowledge
regarding health care. The Company proposes Ms. Takamura as a candidate for Outside Director as it believes
that she is well qualified for taking part in strengthening the Company’s management oversight functions andachieving the ongoing enhancement of corporate value.

Notes: 1. There are no conflicts of interest between the Company and each of the above-listed candidatesfor Director.
2. Special notes regarding the candidates for Outside Director(1) Term of office
The term of office of Mr. Kenjiro Ide as Outside Director will have been four (4) years asof the closing of this General Meeting of Shareholders. The term of office of Ms. Etsuko
Takamura as Outside Director will have been one (1) year as of the closing of this General
Meeting of Shareholders.
(2) 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 Mr. Kenjiro Ide and Ms. Etsuko Takamura
to limit their liability for damages as outlined under Article 423, Paragraph 1. The amountof liabilities under this agreement is capped at the minimum liability amount as provided
in Article 425, Paragraph 1. In the event where the reappointment of Mr. Kenjiro Ide andMs. Etsuko Takamura is approved, the Company intends to continue the limited liability
agreement with them.
(3) Independent Officer
The Company has registered Mr. Kenjiro Ide and Ms. Etsuko Takamura as IndependentOfficers with the Tokyo Stock Exchange. In the event where their reappointment isapproved, the Company intends to continue their designation as Independent Officers.

- 10 -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. Inaddition, one member of the Audit and Supervisory Committee participates in meetings of theCandidate 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.

- 11 -[Reference] Director Skills Matrix (In the event where proposals are approved as originally proposed)
Name

HideumiAkizawa

Current Position andResponsibilities
Chief
Executive
Officer

Hiromi
Director
Mitagami
Yuji Akita Director
Keiji
Director
Matsumoto
Kenjiro Ide Director[Outside][Independent]

EtsukoDirector
Takamura[Outside][Independent]

Yoichi
NakataDirector

AsakaKanda

Director

Yasuo
Kikuchi

Director[Full-time][Audit andSupervisory
Committee
Member][Outside][Independent][Audit andSupervisory
Committee
Member][Outside][Independent][Audit andSupervisory
Committee
Member]Legal Affairs, HR, Labor
Corporate Finance and Compliance, Management, Sales andand Risk
MarketingManagement Accounting
and TalentManagement Development

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○
○
○

○
○
○

○

○

M&A

Health Care
Policy

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

- 12 -