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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6059)
June 9, 2020
To Shareholders with Voting Rights:
Fumiharu Uchiyama
President and Representative Director
UCHIYAMA HOLDINGS Co., Ltd.
10-10, 2-chome, Kumamoto, Kokurakita-ku,
Kitakyushu, Fukuoka, JapanNOTICE OF
THE 14TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 14th Annual General Meeting of Shareholders of UCHIYAMAHOLDINGS Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Tuesday, June 23, 2020, Japan time.
1. Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. Japan time

2. Place:

Banquet hall HISHO on the fifth floor, JR KYUSHU STATION HOTEL
KOKURA located at 1-1, 1-chome, Asano, Kokurakita-ku, Kitakyushu,Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
14th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by theAccounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 14th Fiscal Year(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 7 Directors (excluding Directors Who Are Audit and Supervisory
Proposal 3:
Committee Members)
Election of 1 Director Who Is an Audit and Supervisory Committee Member
Proposal 4:-1-◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
◎ In accordance with laws and regulations as well as Article 15 of the Articles of Incorporation of theCompany, the following items are posted on the Company’s website (http://www.uchiyama-gr.jp) andare therefore not included in the Attached Documents to this notice of convocation.
1) “Items Regarding the Company’s Stock” in the Business Report2) “Items Regarding Stock Acquisition Rights of the Company, etc.” in the Business Report
3) “Items Regarding Accounting Auditor” in the Business Report
4) “Company’s Systems and Policies” in the Business Report
5) The “Consolidated Statements of Changes in Net Assets”
6) The “Notes to the Consolidated Financial Statements”
7) The “Non-Consolidated Statements of Changes in Net Assets”
8) The “Notes to the Non-consolidated Financial Statements”
Accordingly, the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements described in the Attached Documents to this notice of convocation are part of thedocuments which have been audited by Accounting Auditor and the Audit and Supervisory Committee
during the preparation of the Accounting Auditor’s Report and the Audit Report, respectively.
◎ Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.uchiyama-gr.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Considering the enhancement of management structure and future business development and others, aswell as internal reserve, the Company proposes to pay the following as the year-end dividend for the fiscalyear 2019:(1) Type of dividend assets
Cash(2) Appropriation of dividend property to shareholders and total amount¥5 per share of common stock, for a total of 97,015,865 yen(3) Effective date of distribution of surplus
June 25, 2020

Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reason for proposal
The Company proposes newly establishing the post of Chairman in order to further enhance thefunction of management systems in the future.
(2) Detail of the amendments
The Company proposes the following amendments to the current Articles of Incorporation(underlined sections indicate changes).
Current Articles of Incorporation

Proposed Amendments

Article 1 – Article 21 (Omitted)

Article 1 – Article 21 (Unchanged)(Representative Directors and Directors with Special Titles)
Article 22(Omitted)
1. - 2.
(Omitted)
3. The Board of Directors may, by its resolution,
appoint a President Director, and as necessary,
appoint a few number of Vice President
Directors, Senior Managing Directors andManaging Directors.

(Representative Directors and Directors with Special Titles)
Article 22 (Unchanged)
1. - 2.
(Unchanged)
3. The Board of Directors may, by its resolution,
appoint a President Director, and as necessary,
appoint a Chairman Director, and a few numberof Vice President Directors, Senior ManagingDirectors and Managing Directors.

Article 23 – Article 45 (Omitted)

Article 23 – Article 45 (Unchanged)-3-Proposal 3:

Election of 7 Directors (excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all 9 Directors who are not Audit and Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we request the appointmentof 7 Directors who are not Audit and Supervisory Committee Members.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:No.

Name(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions
June

Number ofshares of theCompany held

1971 President and Representative Director of Uchiyama BuildingCo., Ltd.
October
1984 President and Representative Director of Uchiyama Urbest Co.,
Ltd.
October
1984 Director of Bonheure Corporation
March
1987 President and Representative Director of House Twenty-twoCo., Ltd.
February
1998 Director of Kouno LLC.
Fumiharu Uchiyama
12,154,217
December 2004 President and Representative Director of Sawayaka Club Co.,(April 12, 1941)
Ltd. (current position)
October
2006 President and Representative Director of the Company (currentposition)
November 2009 President and Representative Director of Sawayaka Amanogawa
Co., Ltd. (currently Sawayaka Club Co., Ltd.)(to present)[Significant concurrent positions]
President and Representative Director of Sawayaka Club Co., Ltd.
[Reason for nomination as a candidate for Director]
As a founder, the candidate has been engaged in the management of the Group for many years since its foundation and built thefoundation of the present Group. The Company has determined that, for the Group to achieve further growth and development,
the role to be performed by his leadership and wealth of experience would be significant, and has thus made him again acandidate for Director.
September 1990 Joined Uchiyama Building Co., Ltd.
June
1994 Director of AMENITY Co., Ltd.
October
1995 Director of ZEN Corporation Co., Ltd.
January
1998 Director of Uchiyama Building Co., Ltd.
November 2005 Senior Managing Director of Bonheure Corporation
Shigemi Utano
October
2006 Senior Managing Director of the Company (current position)
266,483(June 28, 1965)
April
2011 President and Representative Director of Bonheure Corporation(current position)(to present)[Significant concurrent positions]
President and Representative Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
The candidate serves as President and Representative Director of Bonheure Corporation, one of the principal business companiesof the Group. He has been engaged in the Real Estate Business, Karaoke Business and Restaurant Business for many years, andhas experience and achievements in these fields. The Company has determined that he would continue to execute duties as aDirector of the Company appropriately, based on these experiences and insight regarding overall management, and has thus madehim again a candidate for Director.

-4-No.

Name(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

1994 Joined Saito LLC
2002 Director of NOA LLC
2002 Director of Kouno LLC.
2002 Director of ZEN Corporation Co., Ltd.
2004 Corporate Auditor of Uchiyama Building Co., Ltd.
2005 Senior Managing Director of Bonheure Corporation (currentposition)
2006 Senior Managing Director of the Company
Takehiro Yamamoto October
319,783(January 30, 1971) March
2008 Senior Managing Director and General Manager of Corporate
Planning Office of the Company (current position)
June
2010 Senior Managing Director of Sawayaka Club Co., Ltd. (currentposition)(to present)[Significant concurrent positions]
Senior Managing Director of Bonheure Corporation
Senior Managing Director of Sawayaka Club Co., Ltd.
[Reason for nomination as a candidate for Director]
As a head of the corporate planning division, the candidate has been engaged mainly in promoting IPO and medium-term
management plan as well as IR. Based on his wealth of experience and achievements, the Company has determined that he is anappropriate person for Director of the Company for enhancing the Group’s corporate value, and has thus made him again acandidate for Director.
March2002 Office Manager of Social Welfare Corporation Sawayaka
October
2006 Director of the Company (current position)
Nobuyuki Yoshioka March
2007 Director of Sawayaka Club Co., Ltd. (current position)
426,620(January 2, 1956)(to present)[Significant concurrent positions]
Director of Sawayaka Club Co., Ltd.
[Reason for nomination as a candidate for Director]
The candidate has been engaged in the Nursing Care Business, one of the Group’s principal segments, for many years. As he is acertified Long-Term Care Support Specialist and has a wealth of work experience and professional knowledge in the field oflong-term care, the Company has determined that he would continue to appropriately execute duties as a Director of theCompany, and has thus made him again a candidate for Director.
August2003 Joined Kouno LLC.
June2005 Director of Sawayaka Club Co., Ltd. (current position)
Kenji Kawamura
October
2006 Director of the Company (current position)
517,920(to present)(August 30, 1961)[Significant concurrent positions]
Director of Sawayaka Club Co., Ltd.
[Reason for nomination as a candidate for Director]
The candidate has been engaged in the Nursing Care Business, one of the Group’s principal segments, for many years. Inaddition, he has a wealth of working experience at medical institutions, along with broad knowledge and expertise covering bothfields of long-term care and medical care. Drawing on these experiences and achievements, the Company has determined that hewould continue to appropriately execute duties as a Director of the Company, and has thus made him again a candidate forDirector.
July
March
March
March
February
November-5-No.

Name(Date of birth)

Past experience, positions, responsibilities at the Companyand significant concurrent positions

Number ofshares of theCompany held

1996 Joined Bonheure Corporation
2002 Director of NOA LLC
2002 Director of Kouno LLC.
2002 Director of ZEN Corporation Co., Ltd.
2005 Managing Director of Bonheure Corporation
Koji Futamura
634,3212010 Director of the Company (current position)(January 15, 1976)
2011 Senior Managing Director of Bonheure Corporation (currentposition)(to present)[Significant concurrent positions]
Senior Managing Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
The candidate has been engaged in the Karaoke Business and Restaurant Business, the Group’s principal segments, for manyyears. He is well-versed in the store operation of karaoke and restaurant, and has a wealth of experience and achievements. TheCompany has determined that he would continue to appropriately execute duties as a Director of the Company, and has thus
made him again a candidate for Director.
February
1964 Joined Kokurakita Welfare Office, Kitakyushu City OfficeMarch2000 Joined Incorporated Foundation Kitakyushu Water and Sewerage
Association
Itsuo Yada
7
1,920
(February 12, 1940) June2008 Corporate Auditor of the CompanyJune
2014 Director of the Company (current position)(to present)[Reason for nomination as a candidate for Outside Director]
The candidate has a wealth of experience at the Kitakyushu City Office and is particularly well-versed in welfare administration
at the Kokurakita Welfare Office, and the Company has determined that his personality and views will allow him to appropriately
execute duties, and proposes his election as Outside Director. Furthermore, although he has not been involved in corporate
management outside of roles as Outside Officer in the past, due to the above reasons, the Company has determined that he would
appropriately execute duties as an Outside Director, and has thus made him again a candidate.
MayMarch
March
March
November
JuneApril(Notes)
1. There are no special interests between each candidate for Director and the Company.
2. Mr. Itsuo Yada is a candidate for Outside Director. Furthermore, the Company has designated him as an Independent
Director as stipulated by the Tokyo Stock Exchange, and has submitted him to the aforementioned Exchange.
3. Under Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Mr. Itsuo Yadato limit the liability for damages of Article 423, Paragraph 1 of the Companies Act. The limit of liability for damages
under the agreement is the amount set forth by laws and regulations. If this proposal is approved at this General
Meeting, the Company plans to continue with the agreement with Mr. Itsuo Yada.
4. Mr. Itsuo Yada is currently Outside Director of the Company. The term of office of Mr. Itsuo Yada as Outside Director
will be 6 years at the close of this General Meeting.
5. The number of shares of the Company held by candidates for Director is the effective number of shares held, which
includes shares held individually under the Uchiyama Holdings Officer Shareholding Association.

-6-Proposal 4:

Election of 1 Director Who Is an Audit and Supervisory Committee Member

With a view to enhancing the supervisory function of business execution and the monitoring ofmanagerial execution, etc., we request the appointment of 1 Director who is an Audit and Supervisory
Committee Member.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions, responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

1994 Joined Century Audit Corporation (currently KPMG AZSALLC)
January2013 Joined Kamio and Partners
January
2013 Established Kamio Yasuo CPA Office (current position)
August2015 Representative member, Kamio and Partners (current position)
Yasuo Kamio―May
2019 Corporate Auditor of KYOKUTO Co., Ltd. (current position)(December 17, 1967)(to present)[Significant concurrent positions]Representative, Kamio Yasuo CPA Office
Representative member, Kamio and Partners
Corporate Auditor of KYOKUTO Co., Ltd.
[Reason for nomination as a candidate for Outside Director]
The candidate has past experience of serving at a major auditing company as a certified public accountant, and has a high level ofviews and experiences. He has also been involved in practice of corporate accounting for many years, therefore, although he does
not have experience of being directly involved in corporate management, the Company has determined that he would be able toadequately fulfill the duties of Outside Director who is an Audit and Supervisory Committee Member of the Company, and has
thus made him a candidate.
October(Notes)
1. Mr. Yasuo Kamio is a new candidate for Director who is an Audit and Supervisory Committee Member.
2. There are no special interests between Mr. Yasuo Kamio and the Company.
3. Mr. Yasuo Kamio is a candidate for Outside Director.
4. If Mr. Yasuo Kamio is elected, under Article 427, Paragraph 1 of the Companies Act, the Company plans to conclude
an agreement with him to limit the liability for damages of Article 423, Paragraph 1 of the Companies Act. The limit ofliability for damages under the agreement is the amount set forth by laws and regulations.
5. If Mr. Yasuo Kamio is elected, the Company plans to designate him as an Independent Director as stipulated by theTokyo Stock Exchange, and submit him to the aforementioned Exchange.

-7-