[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In allcases, the Japanese-language original shall prevail.

Securities Code: 3289
June 4, 2024
Date electronic provisional measures become available: May 31, 2024
Dear Shareholders:

Hironori Nishikawa

President and Representative Director

Tokyu Fudosan Holdings Corporation
Dogenzaka 1-21-1, Shibuya-ku, Tokyo, Japan

Notice of Convocationof the 11th Ordinary General Meeting of Shareholders
This is to notify you of the 11th Ordinary General Meeting of Shareholders of Tokyu Fudosan Holdings
Corporation (the “Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide mattersfor electronic provision as the “Notice of Convocation of the 11th Ordinary General Meeting of Shareholders”
and “Other Matters for Electronic Provision (Items Omitted from Paper Copy).”
The Company’s website
https://www.tokyu-fudosan-hd.co.jp/english/ir/stockandbond/generalmeeting/In addition to the above website, the Company has also disclosed matters for electronic provision on the
below website.
Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the notice, please access the above website, enter the company name or securities code (3289),
click “Search,” “Basic information,” then finally select “Documents for public inspection/PR information.”
Online convocation: https://s.srdb.jp/3289/ (available only in Japanese)
Even if you refrain from attending the meeting, you can exercise your voting rights in writing or via
the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 6:00 p.m., Japan Standard Time, on Tuesday, June 25, 2024.
1. Date and Time: Wednesday, June 26, 2024, at 10:00 a.m.
(The reception desk will open at 9:30 a.m. [scheduled])
2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan
Note: The Ordinary General Meeting of Shareholders will be live-streamed on theInternet.

- 1 -3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 11th
fiscal year (from April 1, 2023 to March 31, 2024)
2. Non-consolidated Financial Statements for the 11th 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 thirteen (13) Directors
Proposal No. 3: Election of one (1) Audit & Supervisory Board Member
Proposal No. 4: Election of one (1) Substitute Audit & Supervisory Board Member
4. Other Matters Related to the Meeting:・If you do not indicate your approval or disapproval of each agenda item on the returned Voting Rights

Exercise Form, we will assume that you have indicated your approval.

・If you exercise your voting rights multiple times via the Internet, etc., your last vote exercised will bedeemed valid.

・If you exercise your voting rights in duplicate both in writing using the Voting Rights Exercise Form andvia the Internet, etc., your last vote shall be handled as the valid exercise of your voting rights. If yourvote via the Internet, etc. and your vote in writing are received by the Company on the same day, the vote
exercised via the Internet, etc. shall be handled as the valid exercise of your voting rights.

- 2 -(Request to Shareholders)
The aforementioned guidance may be updated due to natural disasters and other factors. Please check theCompany’s website (https://www.tokyu-fudosan-hd.co.jp/) on the Internet in advance for the latest
information.
Please note that the meeting will be conducted in Japanese only without an interpreter.

- 3 -Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company regards the return of profits to shareholders to be one of its most important policies.
Under the long-term vision “GROUP VISION 2030,” it sets out “dividend payout ratio of 30% or more”
and “continuing and maintaining stable dividend payment” as our immediate policy, and works to return
profits, comprehensively taking into consideration our business results and the future businessenvironment as well as the capital requirements for medium- and long-term business development, etc.
Under this policy, the Company proposes the year-end dividend as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount17 yen per common share of the Company
Total amount of dividends:

12,236,621,607 yen* Since the Company has already paid the interim dividend of 14 yen per share, the annual dividend will amount to
31 yen per share (an increase of 7.50 yen from the 10th fiscal year).

(3) Effective date of dividends from surplus
June 27, 2024

- 4 -

Proposal No. 2: Election of thirteen (13) Directors
Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all thirteen(13) Directors will expire.
Accordingly, the Company proposes that thirteen (13) Directors be elected. If this Proposal is approved
as proposed, Independent Outside Directors who meet the Independence Standards stipulated by the
Tokyo Stock Exchange and the Company will account for more than one-third (38%) of the Directors of
the Company.
The candidates for Directors are as follows:
No.

Name

Age

Current positions andresponsibilities at theCompany

Attendance at theBoard of Directors
meetings(Attendance rate)

Chairman

12 out of 12 meetings(100%)

President & CEO

12 out of 12 meetings(100%)

64

Representative Director &Executive Vice President

12 out of 12 meetings(100%)

Shohei Kimura

62

Director & Operating
Officer

12 out of 12 meetings(100%)

Reappointment

Yoichi Ota

63

Director & Operating
Officer

12 out of 12 meetings(100%)

6

Reappointment

Hiroaki Hoshino

58

Director & Operating
Officer

12 out of 12 meetings(100%)

7

Reappointment

Shinichiro Usugi

56

Director & Operating
Officer

10 out of 10 meetings(100%)

8

Reappointment

Hirofumi Nomoto

76

Director

12 out of 12 meetings(100%)

9

Reappointment
OutsideIndependent

Makoto Kaiami

72

Director

12 out of 12 meetings(100%)

10

Reappointment
OutsideIndependent

Satoshi Miura

80

Director

12 out of 12 meetings(100%)

11

Reappointment
OutsideIndependent

Tsuguhiko Hoshino

64

Director

12 out of 12 meetings(100%)

12

Reappointment
OutsideIndependent

Yumiko Jozuka

62

Director

12 out of 12 meetings(100%)

13

New candidate
OutsideIndependent

Akiko Uno

63

1

Reappointment

Kiyoshi Kanazashi

78

2

Reappointment

Hironori Nishikawa

65

3

Reappointment

Hitoshi Uemura

4

Reappointment

5

- 5 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jun.
Apr.
Apr.
Oct.
Apr.
Apr.

Kiyoshi Kanazashi(August 2, 1945; 78
years old)1

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 10 years
and 9 months(at the conclusion ofthis General Meetingof Shareholders):2

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director, Tokyu Land Corporation
President & CEO, Tokyu Land Corporation
President and Representative Director, the Company
President & CEO, the Company
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation
Apr. 2015 Chairman & Representative Director, the Company
Jun. 2015 Chairman, Tokyu Land Corporation
Apr. 2020 Chairman, the Company (current)

Number of theCompany’s
shares owned

1968
1998
2000
2002
2008
2013
2014
2014

(Significant concurrent positions outside the Company)
Director, Tokyu Corporation
Representative Director (Chairman), The Tokyu Foundation
Representative Director (Chairman), Lifelong Health and Wellness
Association

Commonshares:113,546
Potential
shares:39,025(Reasons for nomination)
Joined Tokyu Land Corporation in 1968, and has been involved in housingbusiness and so forth since then. Involved with corporate management as
President and Director of the Company from 2013 to 2015 and Chairman of
the Company since 2015. Has extensive operational experience with theGroup and insight relating to corporate management in general. Has insight
relating to environment and sustainability gained through efforts to support
an external organization that aims to realize a sustainable and lifelong
healthy society.

Apr. 1982 Joined Tokyu Land Corporation
Oct. 2013 Operating Officer, the Company
Apr. 2014 Director, Tokyu Land Corporation
Apr. 2015 Operating Officer, the Company
Apr. 2016 Senior Managing Executive Officer, the Company
Jun. 2016 Director & Senior Managing Executive Officer, the Company
Apr. 2017 Director & Operating Officer, the Company
Apr. 2017 Representative Director, Tokyu Land Corporation
Hironori Nishikawa Apr. 2020 President & CEO, the Company (current)(November 12, 1958; Apr. 2021 Chairman, Tokyu Land Corporation (current)
65 years old)
(Significant concurrent positions outside the Company)
Reappointment
Chairman, Tokyu Land Corporation
Attendance to themeetings of theBoard of Directors
12/12 (100%)(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in resort
business, the human resources division, the general administration divisionand so forth since then. Involved with corporate management as a Directorof the Company since 2016 and the President & CEO of the Company
Number of years
since 2020, and focused on promoting environmental management andin office: 8 years
digital transformation. Has extensive operational experience with the(at the conclusion of Group and insight relating to corporate management in general,
this General Meeting environment and sustainability.
of Shareholders)- 6 -Commonshares:54,375
Potential
shares:39,025

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Apr. 1982
Jun. 2011
Oct. 2013
Apr. 2014
Apr. 2015
Apr. 2015
May 2015
Jun. 2015
Apr. 2017
Hitoshi Uemura(November 10, 1959; Apr. 2017
Apr. 2021
64 years old)3

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Director, the Company
Representative Director, Tokyu Land Corporation
Operating Officer, the Company
President & CEO, Tokyu Land Corporation
Vice President, the Company
Director & Executive Vice President, the Company
Director & Operating Officer, the Company
Vice Chairman, Tokyu Land Corporation
Representative Director & Vice President, the Company(current)(Significant concurrent positions outside the Company)-

Number of theCompany’s
shares owned

Commonshares:52,275
Potential
shares:33,200(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in realestate securitization operations, overseas business and so forth since then.
Involved with corporate management as a Director of the Company since
Number of years
2013, and served as a Representative of DX technology subsidiary sincein office: 9 years(at the conclusion of 2022. Has extensive operational experience with the Group and insight
this General Meeting relating to corporate management in general, environment, sustainability
and digital transformation.
of Shareholders)
Apr.
Oct.
Apr.
Jun.
Apr.

Shohei Kimura(June 5, 1961; 62
years old)
4

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

1984
2013
2014
2019
2022

Joined Tokyu Land Corporation
Operating Officer, the Company
Director, Tokyu Land Corporation
Director & Operating Officer, the Company (current)
President & CEO, Tokyu Community Corporation (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1984, and has been involved in theoverseas business, senior related business, finance divisions and so forthsince then. Involved with corporate management as a Director of theCompany since 2019. Has extensive operational experience with theGroup and insight relating to corporate management in general,
environment, sustainability and digital transformation.

Number of years
in office: 5 years(at the conclusion ofthis General Meetingof Shareholders)- 7 -Commonshares:
31,000Potential
shares:30,275

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Apr.
Apr.
Apr.
Jun.

5

1983
2014
2018
2019
2020

Joined Tokyu Land Corporation
Director, Tokyu Livable, Inc.
Operating Officer, the Company
President & CEO, Tokyu Livable, Inc. (current)
Director & Operating Officer, the Company (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.
Yoichi Ota
Representative Director (Chairman), The Association of Real Estate(September 9, 1960; Agents of Japan
63 years old)
Representative Director (Chairman), Real Estate Information Network forEast Japan
Reappointment(Reasons for nomination)
Attendance to the
Joined Tokyu Land Corporation in 1983, and has been involved in real
meetings of theestate brokerage business, the human resources division and so forth since
Board of Directors then. Involved with corporate management as a Director of the Company
12/12 (100%)since 2020. Has extensive operational experience with the Group andinsight relating to corporate management in general.
Number of years
in office: 4 years(at the conclusion ofthis General Meetingof Shareholders)
Apr.
Apr.
Apr.
Jun.
Apr.

1989
2018
2020
2022
2023

Number of theCompany’s
shares owned

Commonshares:31,415
Potential
shares:31,475

Joined Tokyu Land Corporation
Operating Officer, the Company
Director, Tokyu Land Corporation
Director & Operating Officer, the Company (current)
President & CEO, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation

6

Hiroaki Hoshino(September 28, 1965; (Reasons for nomination)
58 years old)
Joined Tokyu Land Corporation in 1989, and has been involved in theoffice and commercial facility business and so forth since then. Has been
Reappointment
involved in corporate management as a Director of the Company since2022. Has extensive operational experience with the Group and insightAttendance to the relating to corporate management in general, environment, sustainability
meetings of theand digital transformation.
Board of Directors
12/12 (100%)
Number of years
in office: 2 years(at the conclusion ofthis General Meetingof Shareholders)- 8 -Commonshares:
14,700Potential
shares:18,850Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Apr.
Apr.
Jun.

1991
2022
2023
2023

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Operating Officer, the Company
Director, Tokyu Land Corporation (current)
Director & Operating Officer, the Company (current)(Significant concurrent positions outside the Company)-

7(Reasons for nomination)
Joined Tokyu Land Corporation in 1991, and has been involved in theShinichiro Usugi
finance division, housing business and so forth since then. Has been
(March 18, 1968; 56 involved in corporate management as a Director of the Company since
years old)2023. Has extensive operational experience with the Group and insight
relating to corporate management in general, accounting, finance andReappointment
digital transformation.
Attendance to themeetings of theBoard of Directors
10/10 (100%)

Commonshares:11,800Potential
shares:5,400

Number of years
in office: 1 year
(at the conclusion ofthis General Meetingof Shareholders)

8

Apr.
Jun.
Jan.
Jun.
Jun.

1971
2007
2008
2008
2010

Apr.
Jun.
Hirofumi Nomoto Oct.
(September 27, 1947; Apr.
76 years old)
Sep.

2011
2011
2013
2018

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 10 years
and 9 months(at the conclusion ofthis General Meetingof Shareholders)

2019

Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Representative Director & Senior Managing Director, Tokyu
Corporation
President & Representative Director, Tokyu Corporation
Director, Tokyu Land Corporation
Director, the Company (current)
Chairman of the Board & Representative Director, Tokyu
Corporation
Chairman of the Board & Representative Director, Tokyu
Corporation (current)(Significant concurrent positions outside the Company)
Chairman of the Board and Representative Director, Tokyu Corporation
Outside Director, TOEI COMPANY, LTD.
Outside Director, Mitsubishi UFJ Financial Group, Inc.
(Reasons for nomination)
Chairman of the Board and Representative Director of the Company’s
major shareholder, Tokyu Corporation. Has insight relating to corporate
management in general, environment, sustainability and digitaltransformation.

- 9 -Commonshares:38,724
Potential
shares:-Candidate
No.

9

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Apr. 1978 Appointed as a judge
Apr. 2000 Division-head Judge, Tokyo District Court
Jul. 2007 Associate Vice-Minister of Justice in charge of Litigation
Affairs, Minister’s Secretariat, the Ministry of JusticeNov. 2012 Division-head Judge, Tokyo High Court
Jul. 2014 Chief Judge, the Tokyo Family Court
Jun. 2015 Chief Judge, Tokyo District Court
Feb. 2017 Registered as attorney at law
Jun. 2017 Outside Director, FUJIFILM Holdings Corporation
Jun. 2018 Outside Audit & Supervisory Board Member, SEIREN CO.,LTD. (current)
Jun. 2018 Director, the Company (current)
Sep. 2018 Member of Otemachi Law Office (current)Jun.
2020 Outside Director, JAPAN POST HOLDINGS Co., Ltd.
Makoto Kaiami(current)(October 5, 1951; 72
years old)
(Significant concurrent positions outside the Company)
Outside Audit & Supervisory Board Member, SEIREN CO., LTD.
Reappointment
Outside Director, JAPAN POST HOLDINGS Co., Ltd.
Outside Director
Independent Officer(Reasons for nomination and expected roles)
Attendance to the The Company proposes Mr. Makoto Kaiami be elected as an Outside
Director in the hope that he will supervise the management of themeetings of theBoard of Directors Company utilizing his knowledge in corporate legal affairs, complianceand risk management gained as a judge and attorney at law and offer
12/12 (100%)
advice on the execution of duties based on his insight and opinions from aviewpoint of stakeholders. There is no legal advisory contract between the
Number of years
Company and him.
in office: 6 years(at the conclusion of As mentioned above, he possesses expert insight and many years of
this General Meeting experience as a lawyer. Thus the Company judges that he is able toappropriately perform duties as an Outside Director of the Company.
of Shareholders)- 10 -

Number of theCompany’s
shares owned

Commonshares:6,100
Potential
shares:-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

Apr. 1967 Joined Nippon Telegraph and Telephone Public Corporation
Jun. 2002 President, NIPPON TELEGRAPH AND TELEPHONE
EAST CORPORATION
Jun. 2007 President, NIPPON TELEGRAPH AND TELEPHONECORPORATION
Jun. 2012 Chairman of the Board, NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
Jun. 2016 Outside Director, The Hiroshima Bank, Ltd.
Jul. 2017 Outside Director, Nippon Life Insurance Company (current)
Oct. 2020 Outside Director (Audit & Supervisory Board member),
Hirogin Holdings, Inc. (current)
Jun. 2021 Director, the Company (current)

10

Satoshi Miura(April 3, 1944; 80
years old)

(Significant concurrent positions outside the Company)
Outside Director, Nippon Life Insurance Company(Reasons for nomination and expected roles)
Mr. Satoshi Miura has assumed key positions at NTT group, a
Reappointment
telecommunications operator that serves public interest, and possesses
Outside Director
Independent Officer extensive experience and broad insight in management of holding
companies from a long-term and sustainable perspective, overseas
Attendance to the businesses, human resources development, labor affairs and digitaltransformation.
meetings of theBoard of Directors The Company expects that Mr. Satoshi Miura will supervise themanagement of the Company utilizing his knowledge and offer advice on
12/12 (100%)
the execution of duties based on his insight and opinions from a viewpointof stakeholders. Thus the Company proposes that Mr. Satoshi Miura be
Number of years
elected as an Outside Director.
in office: 3 years(at the conclusion ofthis General Meetingof Shareholders)- 11 -

Commonshares:8,000
Potential
shares:-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Apr. 1983 Joined the Ministry of FinanceJun. 2000 Councillor, Embassy of Japan in the UK, Ministry of Foreign
Affairs of Japan
Jul. 2011 Deputy Director General of the Minister’s Secretariat,
Ministry of FinanceJul. 2015 First Deputy Commissioner, National Tax Agency
Jun. 2016 Director General of the Tax Bureau, Ministry of FinanceJul. 2019 Commissioner, National Tax Agency
Dec. 2020 Adviser, TMI Associates (current)
Jun. 2021 Director, the Company (current)
Jun. 2021 Vice Chairman, The General Insurance Association of Japan
Tsuguhiko Hoshino(current)(November 6, 1959;
Jun. 2023 Outside Director, Aisin Corporation (current)
64 years old)11

(Significant concurrent positions outside the Company)
Reappointment
Vice Chairman, The General Insurance Association of Japan
Outside Director
Outside Director, Aisin Corporation
Independent Officer(Reasons for nomination and expected roles)
The Company expects that Mr. Tsuguhiko Hoshino will supervise themanagement of the Company utilizing his knowledge in accounting,finance, legal affairs, compliance and risk management as well as global
perspectives gained in the course of his duties at the Ministry of Financeand National Tax Agency as well as through establishment of the Financial
Number of years
Services Agency and so forth that he addressed while in office, in addition
in office: 3 years
to offering advice on the execution of duties based on his insight and(at the conclusion of
opinions from a viewpoint of stakeholders. Thus the Company proposes
this General Meetingthat Mr. Tsuguhiko Hoshino be elected as an Outside Director.
of Shareholders)
As mentioned above, he possesses expert insight and many years ofexperience as an administrative official. Thus the Company judges that heis able to appropriately perform duties as an Outside Director of theCompany.
Attendance to themeetings of theBoard of Directors
12/12 (100%)- 12 -

Number of theCompany’s
shares owned

Commonshares:2,000
Potential
shares:-Candidate
No.

Name
(Date of birth)

Yumiko Jozuka(March 19, 1962; 62
years old)

12

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1984 Joined the Ministry of Labour (currently the Ministry of
Health, Labour and Welfare)May 2014 Councillor, Cabinet Bureau of Personnel Affairs, Cabinet
Secretariat
Jun. 2016 Director General, Social Welfare and War Victims’ Relief
Bureau, the Ministry of Health, Labour and Welfare
Jul. 2018 Director General, the Ministry of Health, Labour and Welfare
Jul. 2019 Director General for Human Resource Development, theMinistry of Health, Labour and Welfare
Jun. 2021 Director, the Company (current)
Jun. 2021 Outside Director, SHIMIZU CORPORATION (current)
Jun. 2023 Representative Director (Chairperson), Japan Institute for
Women's Empowerment & Diversity Management (current)(Significant concurrent positions outside the Company)
Reappointment
Outside Director, SHIMIZU CORPORATION
Outside Director
Representative Director (Chairperson), Japan Institute for Women's
Independent Officer Empowerment & Diversity Management
Attendance to themeetings of theBoard of Directors
12/12 (100%)(Reasons for nomination and expected roles)
The Company expects that Ms. Yumiko Jozuka will supervise themanagement of the Company utilizing her knowledge in legal affairs,
compliance and risk management, human resources development, laboraffairs, environment and sustainability gained in the course of her duties at
Number of years
the Health, Labour and Welfare Ministry as well as through her efforts toin office: 3 years
promote the work style reform and women’s participation and(at the conclusion of advancement in the workplace that she addressed while in office, inthis General Meeting addition to offering advice on the execution of duties based on her insightof Shareholders)and opinions from a viewpoint of stakeholders. Thus the Company
proposes that Ms. Yumiko Jozuka be elected as an Outside Director.
As mentioned above, she possesses expert insight and many years ofexperience as an administrative official. Thus the Company judges that she
is able to appropriately perform duties as an Outside Director of theCompany.
Apr. 1983 Joined Shiseido Company, Limited
Jan. 2016 Center Director, Consumer Information Center, Shiseido
Japan Co., Ltd.
Jan. 2019 Department Director, Responsible for Executive and External
Relations, Shiseido Company, Limited
Mar. 2019 Audit & Supervisory Board Member (Full-time), Shiseido
Company, Limited
Jun. 2022 Outside Director, Hokuriku Electric Power Company(current)(Significant concurrent positions outside the Company)
Outside Director, Hokuriku Electric Power Company

13
Akiko Uno
(October 14, 1960,
63 years old)

Notes:

Number of theCompany’s
shares owned

Commonshares:900
Potential
shares:-Commonshares:0
Potential
shares:-(Reasons for nomination and expected roles)
The Company expects that Ms. Akiko Uno will supervise the managementof the Company utilizing her knowledge in legal affairs, compliance andrisk management, human resources development, labor affairs and digital
New candidate
transformation gained in the course of her duties at Shiseido Company,
Outside Director
Limited as well as through duties as a full-time Audit & Supervisory Board
Independent Officer Member of Shiseido Company, Limited, in addition to offering advice on
the execution of duties based on her insight and opinions from a viewpointof stakeholders. Thus the Company proposes that Ms. Akiko Uno beelected as an Outside Director.
1. Of the candidates for Directors, the positions and responsibilities of the incumbent Directors of the Company as
operating officers are as described on page 45.
2. No special interests exist between the Company and the candidates for Directors.
3. The Company plans to register Ms. Akiko Uno as an independent director with the Tokyo Stock Exchange.

- 13 -

4. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If election of the candidates for Directors is approved, they will be the insured
under the insurance contract and continue to be the insured at the next renewal.
5. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Hirofumi Nomoto, Mr. Makoto Kaiami, Mr. Satoshi Miura, Mr. Tsuguhiko Hoshino and Ms. Yumiko
Jozuka to the effect that the extent of liability provided for in Article 423, Paragraph 1 of the Companies Act
shall be limited to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. If theirreappointment is approved, the Company plans to continue the aforementioned agreement to limit liability withthem. If appointment of Ms. Akiko Uno is approved, the Company plans to enter into a similar agreement tolimit liability with her.
6. Ms. Akiko Uno is scheduled to assume office as an Outside Director at the Ordinary General Meeting of
Shareholders of OHBA CO.,LTD. scheduled for August 23, 2024.
7. The number of potential shares is the number of vested points under the stock-based compensation systemutilizing the trust as of the end of March 2024.
(Reference) Independence Standards for Independent Outside Directors
The Company deems Outside Directors to be independent when, in addition to meeting the independence standards forindependent officers stipulated by the Tokyo Stock Exchange, none of the following have applied for any of the previous
three fiscal years.
1)
2)
3)
4)
5)
6)

An executive of a business partner to which the Company’s net sales account for 2% or more of the Company’s
consolidated net sales
An executive of a business partner whose net sales to the Company account for 2% or more of the business partner’s
net sales
An executive of a lender from which the Company borrows funds that account for 2% or more of the Company’s
consolidated total assets
An executive of a major shareholder or investor of the Company with an investment ratio of 10% or more
A consultant, accounting professional, or legal professional who receives remuneration of more than 10 million yen a
year from the Company besides officer remuneration
A spouse or relative within two degrees of kinship of the Director, etc. of the Company or a consolidated subsidiary- 14 -

(Reference) List of Skills of Candidates for Directors

Under its long-term management policy and Medium-Term Management Plan, the Company aims to realize its ideal vision of“Create value for the future,” and build a solid and distinctive business portfolio. The Company is working on generating
unique values, with “Environmental management” and “Digital transformation” as its company-wide policies.
The Company has adopted a system of a company with Audit & Supervisory Board, and the Board of Directors of theCompany is required of the effectiveness as a supervisory body, as well as playing a role of a decision-making body
regarding important execution of duties. The Company, therefore, believes that the Board of Directors should be comprisedof members with skills needed to promote its long-term management policy and Medium-Term Management Plan, while
paying attentions to diversity. The Company lists the following specific seven items as favorable skills to be possessed in the
Board of Directors as a whole: “Corporate management,” “Environment/sustainability,” “Accounting/finance,” “Legalaffairs/compliance/risk management,” “Global,” “Personnel/labor,” and “Digital transformation (DX).” Those skills are taken
into account in the course of the candidate selection by the Company.
If the Proposal No. 2 is approved as proposed, the skills of candidates that fall under the relevant items are as presented in thetable below.
Expertise and experience
Name

Inside/OutsideSex

Corporate
management

Environment/sustainability

KiyoshiKanazashi

InsideMale●●

Hironori
Nishikawa

InsideMale●●

Hitoshi Uemura

InsideMale●●

Shohei Kimura

InsideMale●●

Yoichi Ota

InsideMale●

Hiroaki
HoshinoInsideMale●

Shinichiro
Usugi

InsideMale●

Hirofumi
NomotoInsideMale●●

Makoto Kaiami

Outside(Independent)

Male

Satoshi Miura

Outside(Independent)

Male

●

●

Tsuguhiko
HoshinoOutside(Independent)

Male

Yumiko Jozuka

Outside(Independent)

FemaleAkiko Uno

Outside(Independent)

FemaleAccounting/finance

Legal affairs/
compliance/riskmanagement

Global●Personnel/labor

●
●

●

DX

●
●

●

●
●

●

●

●

●

●

●
●
●
●

●
●

●

●

●

●
●

●

●
●

●

●

(Reference) Policies and procedures for nominating candidates for Directors
In nominating candidates for Directors, the Company nominates personnel on the premise that they have the appropriate
character and knowledge, as well as no health issues that would impede them from executing their duties.
The nomination of candidates also takes into consideration an overall balance to ensure that the Board of Directors reflects
diversity.
Candidates nominated for Directors from within the Company are also deemed to have insight and judgment capabilities witha view to achieving the management indicators and other objectives set out in the medium- and long-term management plan,etc.
In nominating candidates for Outside Directors, the Company nominates personnel who have extensive experience in theirprofessional fields, including management, legal affairs, finance, and accounting, and who are able to raise issues and engage
in discussions over growth strategies and the enhancement of corporate governance from an independent perspective, while
maintaining a sensible and objective viewpoint.
Furthermore, in nominating management team members and candidates for Directors, decisions are made by the Board of
Directors after deliberation by the Nomination and Compensation Committee.

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Proposal No. 3:

Election of one (1) Audit & Supervisory Board Member

Upon the conclusion of this Ordinary General Meeting of Shareholders, the term of office of Audit &Supervisory Board Member Mr. Kazuo Mochida will expire.
Accordingly, the Company proposes to elect one (1) Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to the submissionof this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company
Apr.
Apr.
Apr.
Apr.

Number oftheCompany’s
shares owned

1989
2021
2022
2024

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Operating Officer, the Company
Full-time Audit & Supervisory Board Member, Tokyu Land
Corporation (current)
Apr. 2024 Audit & Supervisory Board Member, Tokyu Livable, Inc.
(current)
Apr. 2024 Audit & Supervisory Board Member, Tokyu Housing Lease
Corporation (current)(Significant concurrent positions outside the Company)(Reasons for nomination)
Joined Tokyu Land Corporation in 1989, and has been involved in the
housing business, office and commercial facility business, real estate
securitization operations, and the human resource division, etc. The
Akiko Enokido
Company proposes that Ms. Akiko Enokido be elected as an Audit &(October 9, 1965; 58 years old) Supervisory Board Member so that her many years of operational experience
with the Group and broad insight relating to corporate management in
New candidate
general may be reflected in the surveillance system of the Company.

Notes:

1.
2.
3.

Commonshares:12,120No special interests exist between the Company and the candidate for Audit & Supervisory Board Member.
Ms. Akiko Enokido’s name on the family register is Akiko Hoshina.
The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If Ms. Akiko Enokido assumes the office of Audit & Supervisory Board
Member, she will be the insured under the insurance contract. At the next renewal, she will continue to be theinsured under the insurance contract if she assumes the office of Audit & Supervisory Board Member.

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(Reference)
If Proposal No. 3 is approved as proposed, the Company’s Audit & Supervisory Board will be configured
as presented in the table below.
Attendance at the
Attendance at the
Audit &
Board of Directors
SupervisoryName
Agemeetings
Board meetings(Attendance rate)(Attendance rate)
10 out of 10
10 out of 10
meetings
meetings
60
Current
Masaoki Kanematsu(100%)(100%)
58
New candidate
Akiko Enokido
12 out of 12
12 out of 12
meetings
meetings
53
Current
Outside/Independent Katsunori Takechi(100%)(100%)
Current

Outside/Independent

Takahiro Nakazawa

66

12 out of 12
meetings(100%)

12 out of 12
meetings(100%)* The above attendance rates for current Audit & Supervisory Board Members reflect FY2023 results.

(Reference) Policies for nominating candidates for Audit & Supervisory Board Members
In nominating candidates for Audit & Supervisory Board Members, the Company nominates personnel who
have the appropriate character and knowledge required for auditing, as well as no health issues that would
impede them from executing their duties after obtaining the consent of the Audit & Supervisory Board.

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Proposal No. 4:

Election of one (1) Substitute Audit & Supervisory Board Member

To provide for a case in which the number of Audit & Supervisory Board Members falls short of thenumber stipulated by laws and regulations, the Company proposes to elect one (1) substitute Outside
Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to the submissionof this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company

Number of theCompany’s
shares owned

Dec. 1986 Registered as attorney at law
Dec. 1986 Joined Naritomi & Partners
Jul. 2004 Established Marunouchi Minami Law Office, assumed
position as Partner (current)
Apr. 2005 Vice-president, Dai-Ichi Tokyo Bar Association
Apr. 2011 Auditor, Japan Federation of Bar Associations
Apr. 2012 Auditor, Japan Intellectual Property Arbitration Center
Jun. 2018 Substitute Audit & Supervisory Board Member, the Company(current)
Apr. 2020 Managing Director, Japan Federation of Bar Associations(Significant concurrent positions outside the Company)-

Ryo Nagao(May 4, 1957; 67 years old)
Outside Audit & Supervisory
Board Member
Independent Officer

Notes:(Reasons for nomination)
The Company proposes Mr. Ryo Nagao as a candidate for substituteOutside Audit & Supervisory Board Member so that his expert insight andhis extensive experience in laws and ordinances, such as company law, andthe legislative system as a whole, may be reflected in the surveillancesystem of the Company. There is no legal advisory contract between the
Company and him.
As mentioned above, he has assumed key positions in associations such as
the Japan Federation of Bar Associations. Thus the Company judges that
he is able to appropriately perform duties as an Outside Audit &Supervisory Board Member of the Company.

Commonshares:0

1. No special interests exist between the Company and the candidate for substitute Audit & Supervisory Board
Member.
2. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, the Company intends toregister Mr. Ryo Nagao as Independent Director with Tokyo Stock Exchange.
3. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If Mr. Ryo Nagao assumes the office of Outside Audit and Supervisory Board
Member, he will be the insured under the insurance contract. At the next renewal, he will continue to be theinsured under the insurance contract if he assumes the office of Outside Audit and Supervisory Board Member.
4. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, in accordance with
Article 427, Paragraph 1 of the Companies Act, the Company intends to enter into an agreement with him to theeffect that the extent of liability provided for in Article 423, Paragraph 1 of the Companies Act shall be limited
to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act.

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