Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9310
June 6, 2024
To our shareholders
Hitoshi Ando
President and Representative Director
Japan Transcity Corporation
Kasumi 2-1-1, Yokkaichi, Mie, Japan

Notice of Convocation of the 110th Ordinary General Meeting of Shareholders
We are pleased to announce the 110th Ordinary General Meeting of Shareholders of Japan Transcity Corporation(the “Company”) will be held as set forth below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format will be taken) in electronic format, and has posted the information on
the Company’s website. Please access the following website to view the information.
The Company’s website:

https://www.trancy.co.jp (in Japanese)(From the above website, select “Investor Relations,” and then “General Meeting of Shareholders.”)
In addition to the Company’s website, the items subject to measures for electronic provision are also posted on theTokyo Stock Exchange (TSE) website.
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Japan Transcity” in “Issue name(company name)” or the Company’s securities code “9310” in “Code,” and click “Search.” Then, click “Basicinformation” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)Instead of attending the meeting in person, you may exercise your voting rights in writing on via the internet, etc.
After reviewing the Reference Documents for the General Meeting of Shareholders as set forth below, please exercise
your voting rights by no later than 5:15 p.m. on Wednesday, June 26, 2024 (Japan Standard Time).

-1-1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Large Conference Hall, 2F, Yokkaichi Port Building
Kasumi 2-1-1, Yokkaichi, Mie, Japan
3. Purpose of Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 110th Fiscal Year (from April 1, 2023 toMarch 31, 2024), as well as the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 110th Fiscal Year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1
Disposition of retained earnings
Proposal 2
Election of four Audit & Supervisory Board Members
4. Matters to be Decided at the Convocation (Information on Exercising Voting Rights)
Please refer to “the information on exercising voting rights” on the following page.

- When attending the meeting, we request that you submit the Voting Rights Exercise Form at the conference hall’s reception desk.
- If revisions to the items subject to measures for electronic provision become necessary, a notice of the revisions and the details of theitems before and after the revisions will be posted on the Company’s website and the TSE website.
- In accordance with the provisions of laws and regulations and Article 17 of the Articles of Incorporation of the Company, thefollowing items are excluded from the paper-based documents delivered to shareholders who have made a request for delivery ofsuch documents. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based
documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Accounting
Auditor when they create their respective audit reports.
・ “Consolidated Statement of Changes in Stockholders’ Equity” in the Consolidated Financial Statements and “Notes toConsolidated Financial Statements”
・ “Non-Consolidated Statement of Changes in Stockholders’ Equity” in the Non-Consolidated Financial Statements and “Notes toNon-Consolidated Financial Statements”-2-

Reference Documents for the General Meeting of Shareholders
Proposals and reference matters
Proposal 1
Disposition of retained earnings
The Company regards stable dividends as fundamental, and while preparing for future changes in the management
environment and reinforcing the Company’s financial structure, the Company has paid dividends based on a longterm, comprehensive perspective.
The Company hereby proposes the year-end dividend for the fiscal year under review as follows based on thisapproach and the Company’s desire to express its appreciation for the ongoing support of its shareholders.
Year-end dividends(1) Type of dividend property:
Cash(2) Matters related to the distribution of dividends to shareholders and the total dividend amount thereof:¥7 per share of the Company’s common stock
Total amount: ¥444,816,561
Together with the interim dividend of ¥6 per share, the total annual dividend for the fiscal year under review
becomes ¥13 per share.
(3) Effective date of dividend from retained earnings:
June 28, 2024

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Proposal 2

Election of four Audit & Supervisory Board Members

The terms of office of the four Audit & Supervisory Board Members Hisaya Ito, Akio Nagata, Tadashi Aburaya andItaru Matsumura will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company
proposes the election of four Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:CandidateNo.

Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the CompanyFeb. 1973
Mar. 1976
Aug. 1988

12

Number of sharesof the Company
ownedJoined (former) Tokai Daiichi Audit Co.
Registered as certified public accountant
Representative Partner of (former) Chuo
Shinko Audit Corporation
Aug. 2007
Representative Partner of (former) KPMG
AZSA & Co. (currently, KPMG AZSA LLC)
June 2011
Resigned from KPMG AZSA LLC
Akio Nagata
10,152 shares(September 15, 1948)
July 2011
Established Certified Public Accountant Office
June 2012
Audit & Supervisory Board Member of theCompany (current position)<Significant concurrent positions outside the Company>
Outside Director of PALEMO HOLDINGS Co., Ltd.
Outside Director (Audit and Supervisory Committee Member)of TAKEDA iP HOLDINGS CO., LTD.
[Reasons for nomination as outside Audit & Supervisory Board Member]
Akio Nagata has never been directly involved in the management of a company; however, he has specialized expertiseand experience as a certified public accountant and is also knowledgeable about finance and accounting. On this basis,
the Company has determined that he is able to appropriately fulfill his duties as outside Audit & Supervisory Board
Member, and proposes his election as an outside Audit & Supervisory Board Member.
Dec. 1971
Joined Mie Prefectural Government
June 2003
Director of Department of Regional Promotion,
Mie Prefecture
Director and President of Cyber Wave Japan
Co., Ltd.
Apr. 2005
General Manager of Department ofEnvironment and Forestry, Mie Prefecture
Tadashi Aburaya
Mar. 2007
Retired from Mie Prefectural Government
7,502 shares(March 5, 1948)
Apr. 2007
Chairman of Mie Prefecture Environmental
Conservation Agency Incorporated Foundation
July 2014
Advisor of Mie Prefecture Environmental
Conservation Agency
Mar. 2016
Resigned from Advisor of Mie Prefecture
Environmental Conservation Agency
June 2016
Audit & Supervisory Board Member of theCompany (current position)[Reasons for nomination as outside Audit & Supervisory Board Member]
Tadashi Aburaya has abundant experience and broad insight, including appointments to prominent positions in Mie
Prefecture over many years, having direct involvement in the management of a company, and following his retirement,
serving as Chairman of the Mie Prefecture Environmental Conservation Agency. The Company has determined that heis able to appropriately fulfill his duties as outside Audit & Supervisory Board Member, and proposes his election as an
outside Audit & Supervisory Board Member.

-4-Candidate
No.

Name
(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1991
June 2010

34Notes:

1.
2.
3.

4.

5.

6.

Number of sharesof the Company
ownedJoined the Company
Seconded to YOKKAICHI KAIUN CO., LTD.;
Executive Director of YOKKAICHI KAIUN*CO., LTD.
Katsuya Moroi
19,934 shares
June 2015
General Manager of Affiliated Business Dept.
(July 19, 1966)of the Company
June 2018
General Manager of Personnel Dept. (currentposition)[Reasons for nomination as Audit & Supervisory Board Member]
Katsuya Moroi has abundant experience and broad insight, including working for many years in the Company’s
Administration Headquarters and involvement in general management operations including finance and accounting
operations at a subsidiary. On this basis, the Company has determined that he is able to appropriately fulfill his duties as
Audit & Supervisory Board Member, and proposes his election as an Audit & Supervisory Board Member.
Apr. 1983Registered as an attorney at law (Mie BarAssociation)
Apr. 1983
Joined (former) Wato Law Office (currently,*Suwa Law Office)Tomokazu Ito
0 shares(May 25, 1955)
Apr. 2000
Director of Suwa Law Office (current position)<Significant concurrent positions outside the Company>
Director of Suwa Law Office[Reasons for nomination as outside Audit & Supervisory Board Member]
Tomokazu Ito has never been directly involved in the management of a company; however, he has abundant experienceand broad insight as a director of a law office and is also knowledgeable about corporate legal affairs. On this basis, theCompany has determined that he is able to appropriately fulfill his duties as outside Audit & Supervisory BoardMember, and proposes his election as an outside Audit & Supervisory Board Member.
There are no special conflicts of interest between any of the candidates and the Company.
Asterisks (*) denote new candidates for election as Audit & Supervisory Board Member.
Akio Nagata, Tadashi Aburaya, and Tomokazu Ito are candidates for outside Audit & Supervisory Board Member.
Moreover, the Company has notified the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. of thedesignation of Akio Nagata and Tadashi Aburaya as independent officers, according to the standards stipulated by theaforementioned exchanges.
Tomokazu Ito also satisfies the conditions for independent officer stipulated by the two exchanges, and the Company
intends to notify the exchanges of his designation as independent officer.
The Company has entered into limited liability agreements with Akio Nagata and Tadashi Aburaya as stipulated by Article
427, paragraph (1) of the Companies Act. The limit of the liabilities in these agreements is the amount stipulated by law,and the Company intends to renew these agreements if the reelection of both candidates is approved. In addition, theCompany intends to enter into the same limited liability agreement with Tomokazu Ito if his election is approved.
The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, Paragraph 1 of the Companies Act. The policy covers losses and court costs incurred from claims fordamages arising due to acts (including failure to act) by the insured based on their position, including Audit & Supervisory
Board Members of the Company. If the candidates assume office as Audit & Supervisory Board Members, they will be
included as insureds in the policy. In addition, the Company plans to renew the policy with the same terms when it isrenewed. Moreover, the full amount of the insurance premium for the policy will be borne by the Company.
Akio Nagata and Tadashi Aburaya currently serve as outside Audit & Supervisory Board Members of the Company, andtheir tenures will have been 12 years and eight years, respectively, at the conclusion of this General Meeting ofShareholders.

-5-<Reference> Skill Matrix
The following table shows the composition of Board of Directors if Proposal 2 is approved and adopted as originallyproposed at this General Meeting of Shareholders, and the skills possessed by each Director and Audit & Supervisory
Board Member.

NameHitoshi Ando

Personnel,
Labor
Legal, Risks
Management Sales and Finance andaffairs, andandand Strategy Marketing Accounting
Human
Facilities
resourcesdevelopment〇

IT andDigital〇

Toyohisa Ito

Director〇〇

Ken Ogawa〇〇Nagayasu
Toyoda〇〇〇〇〇〇

HikoshiTakeuchi〇〇

Ayako Deguchi〇

Audit &Supervisory
Board Member〇

Sustainability〇〇

Nagahisa
Kobayashi

Ryuichi Yasuoka

Global〇〇〇Akio Nagata〇

Tadashi Aburaya〇〇〇

Katsuya Moroi〇〇

Tomokazu Ito〇〇

* Of the skills possessed by each person, two to three (maximum of three) particularly strong skills are presented.

-6-〇