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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6059)
June 10, 2024
(Starting date of the measures for electronic provision: June 4, 2024)
To Shareholders with Voting Rights:
Takehiro Yamamoto
President and Representative Director
UCHIYAMA HOLDINGS Co., Ltd.
10-10, 2-chome, Kumamoto, Kokurakita-ku,Kitakyushu, Fukuoka, JapanNOTICE OF
THE 18TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified that the 18th Annual General Meeting of Shareholders of UCHIYAMAHOLDINGS Co., Ltd. (the “Company”) will be held for the purposes as described below.
The Company has taken measures for the electronic provision of materials for this General Meeting ofShareholders and posted the matters to be provided electronically on the following website as “Notice of the18th Annual General Meeting of Shareholders” (in Japanese only).
The Company’s website: https://uchiyama-gr.jp/In addition to the above, the materials to be provided electronically are disclosed on the following website.
Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information thus disclosed, please access the above website, search for us by entering ourcompany name or stock exchange code, and select “Basic information” and then “Documents for public
inspection/PR information.”
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. on Tuesday, June 25, 2024, Japan time.
1. Date and Time:

Wednesday, June 26, 2024 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
18th Fiscal Year (April 1, 2023 - March 31, 2024) 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 18th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation-1-Proposal 3:
Proposal 4:

Election of 6 Directors (excluding Directors Who Are Audit and Supervisory
Committee Members)
Election of 2 Directors Who Are Audit and Supervisory Committee Members◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
◎ If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shallbe deemed a vote of approval for the proposal.
◎ There is no distribution of souvenirs to our shareholders attending the meeting. We sincerely appreciate
your understanding.
◎ Any updates to the matters to be provided electronically will be posted on the relevant websites.
◎ Numbering of the items on the documents that have been sent is identical to that on the matters to beprovided electronically.

-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 fiscal year
2023:
(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 97,200,165 yen(3) Effective date of distribution of surplus
June 27, 2024

-3-Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reasons for proposal
In accordance with the business expansion of the Company group, the amendment is to add a businesspurpose to Article 2 (Purpose) of the current Articles of Incorporation.
(2) Details of the amendments
The Company proposes the following amendments to the current Articles of Incorporation (underlinedsections indicate changes):
Current Articles of Incorporation
Article 1 (Omitted)(Purpose)
Article 2 (Omitted)
1 - 9 (Omitted)(Newly established)

Article 1

Proposed Amendments(Unchanged)(Purpose)
Article 2(Unchanged)
1 - 8 (Unchanged)
9 Non-life insurance agency business
10 All operations incidental to each of theabove-4-Proposal 3:

Election of 6 Directors (excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all 6 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 6 Directors who are not Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has judged that each candidate is suitable for the position of Directorof the Company based on the evaluation of their business execution, performance, etc. during the fiscal year2023.
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 Building
Co., Ltd.
October
1984 President and Representative Director of Uchiyama Urbest Co.,
Ltd. (currently Bonheure Corporation)
October
1984 Director of Bonheure Corporation
March
1987 President and Representative Director of House Twenty-twoCo., Ltd.
February
1998 Director of Kouno LLC.
December 2004 President and Representative Director of Sawayaka Club Co.,
Ltd.
October
2006 President and Representative Director of the Company
Fumiharu Uchiyama
1
1,999,317
November2009 President and Representative Director of Sawayaka Amanogawa(April 12, 1941)
Co., Ltd. (currently Sawayaka Club Co., Ltd.)
April
2021 Chairman and Representative Director of the Company (currentposition)
Chairman and Representative Director of Sawayaka Club Co.,
Ltd. (current position)
Chairman and Representative Director of Bonheure Corporation(current position)(to present)[Significant concurrent positions]
Chairman and Representative Director of Sawayaka Club Co., Ltd.
Chairman and Representative Director of Bonheure Corporation[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 expects that, for the Group to achieve further growth and development, the role tobe performed by his leadership and wealth of experience would be significant, and has thus made him again a candidate forDirector.

-5-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
2006 Senior Managing Director of the Company
2008 Senior Managing Director and General Manager of Corporate
Planning Office of the Company
June2010 Senior Managing Director of Sawayaka Club Co., Ltd.
June
2020 Representative Senior Managing Director and General Manager
Takehiro Yamamotoof Corporate Planning Office of the Company
218,154(January 30, 1971)
Representative Senior Managing Director of Sawayaka ClubCo., Ltd.
April
2021 President and Representative Director of the Company (currentposition)
President and Representative Director of Sawayaka Club Co.,
Ltd. (current position)
January2022 Representative Komisaris of PT.Sawayaka Fujindo Indonesia(current position)(to present)[Significant concurrent positions]
President and Representative Director of Sawayaka Club Co., Ltd.
Representative Komisaris of PT.Sawayaka Fujindo Indonesia[Reason for nomination as a candidate for Director]
After being engaged mainly in promoting IPO and medium-term management plan, as well as IR, as a head of the corporate
planning division, the candidate has served as President and Representative Director of the Company since April 2021. Based on
his wealth of experience and achievements, the Company expects that he is an appropriate person for Director of the Company
who will contribute to enhancing the Group’s corporate value, and has thus made him again a candidate 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 UtanoOctober
2006 Senior Managing Director of the Company (current position)
364,748(June 28, 1965)
April
2011 President and Representative Director of Bonheure Corporation(current position)(to present)[Significant concurrent position]
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 expects that he would continue to execute duties as a Director ofthe Company appropriately, based on these experiences and insight regarding overall management, and has thus made him again
a candidate for Director.
July
March
March
MarchFebruary
November
OctoberMarch-6-No.

Name(Date of birth)

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

Number ofshares of theCompany heldAugustJune
OctoberJune2003 Joined Kouno LLC.
2005 Director of Sawayaka Club Co., Ltd.
2006 Director of the Company
2021 Director (Audit and Supervisory Committee Member) of theCompanyKenji Kawamura
Corporate Auditor of Sawayaka Club Co., Ltd.
417,661(August 30, 1961)
Corporate Auditor of Bonheure CorporationJune
2022 Director of the Company (current position)
Director of Sawayaka Club Co., Ltd. (current position)(to present)[Significant concurrent position]
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 appropriately execute duties as a Director of the Company, and has thus made him again a candidate for Director.
May
1996 Joined Bonheure Corporation
March
2002 Director of NOA LLC
March
2002 Director of Kouno LLC.
March
2002 Director of ZEN Corporation Co., Ltd.
November 2005 Managing Director of Bonheure Corporation
Koji Futamura
533,356
2010 Director of the Company (current position)(January 15, 1976) JuneSeniorManagingDirectorofBonheureCorporation(currentApril2011position)(to present)[Significant concurrent position]
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 expects that he would continue to execute duties as a Director of the Company appropriately, and has thus made him
again a candidate for Director.
December 1994 Joined Uchiyama Urbest Co., Ltd. (currently BonheureCorporation)
October
2006 General Manager of Accounting Department of the Company(current position)
June
2021 Director of the Company (current position)
Koujiro Kubota
6
Director of Sawayaka Club Co., Ltd. (current position)
7,482(February 7, 1966)
Director of Bonheure Corporation (current position)(to present)[Significant concurrent positions]
Director of Sawayaka Club Co., Ltd.
Director of Bonheure Corporation[Reason for nomination as a candidate for Director]
The candidate, who currently serves as General Manager of Accounting Department, has acquired a wealth of experience and awide range of knowledge through his involvement with the Real Estate Business and the Nursing Care Business since joining theCompany. In addition, the Company expects that he would implement the Company’s corporate philosophy accurately, fairly andefficiently and contribute to maintaining the soundness of the Company and improving the medium-to-long-term corporate value,and has thus made him again a candidate for Director.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. The Company has entered into a directors and officers liability insurance contract with an insurance company. The
insurance covers expenses for litigation such as derivative lawsuits and legal damages to be borne by insureds. Eachcandidate will be insured under the insurance contract. The Company plans to renew the contract with the same details
at the next renewal.
3. The number of shares of the Company held by each candidate for Director does not include shares held under theUchiyama Holdings Officer Shareholding Association.

-7-Proposal 4:

Election of 2 Directors Who Are Audit and Supervisory Committee Members

The terms of office of Directors who are Audit and Supervisory Committee Members, Mr. Nobuyuki
Yoshioka and Mr. Yasuo Kamio, will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, we request the appointment of 2 Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:No.

Name(Date of birth)

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

Number ofshares of theCompany held

2002 Office Manager of Social Welfare Corporation Sawayaka
2006 Director of the Company
2007 Director of Sawayaka Club Co., Ltd.
2022 Director (Audit and Supervisory Committee Member) of theNobuyuki Yoshioka
Company (current position)
126,818(January 2, 1956)
Corporate Auditor of Sawayaka Club Co., Ltd. (current position)
Corporate Auditor of Bonheure Corporation (current position)[Significant concurrent positions]
Corporate Auditor of Sawayaka Club Co., Ltd.
Corporate Auditor of Bonheure Corporation[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. He is acertified Long-Term Care Support Specialist and has a wealth of work experience and professional knowledge in the field oflong-term care. He has served as Director who is an Audit and Supervisory Committee Member since June 2022. The Company
has determined that he would be able to adequately fulfill the duties of Director who is an Audit and Supervisory Committee
Member by utilizing his experience and deep insight, and has thus made him again a candidate.
October
1994 Joined Century Audit Corporation (currently KPMG AZSALLC)
January
2013 Joined Kamio and Partners
January
2013 Established Kamio Yasuo CPA Office (current position)
August2015 Representative member of Kamio and Partners (current position)May2019 Corporate Auditor of KYOKUTO Co., Ltd. (current position)
Yasuo Kamio
28,000June2020 Director (Audit and Supervisory Committee Member) of the(December 17, 1967)
Company (current position)(to present)[Significant concurrent positions]Representative of Kamio Yasuo CPA Office
Representative member of Kamio and Partners
Corporate Auditor of KYOKUTO Co., Ltd.
[Reason for nomination as a candidate for Outside Director and overview of expected roles]
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 tocontinue to adequately fulfill the duties of Outside Director who is an Audit and Supervisory Committee Member of theCompany, and has thus made him again a candidate. After his election, he is expected to execute duties as an Outside Director
who is an Audit and Supervisory Committee Member of the Company by utilizing his professional knowledge in accounting as acertified public accountant and a tax accountant.
MarchOctober
March
June-8-(Notes)
1. There are no special interests between each candidate for Director who is an Audit and Supervisory Committee Memberand the Company.
2. Under Article 427, Paragraph 1 of the Companies Act, the Company has concluded agreements with Mr. Nobuyuki
Yoshioka and Mr. Yasuo Kamio to limit the liability for damages of Article 423, Paragraph 1 of the Companies Act. Thelimit of liability for damages under the agreements is the amount set forth by laws and regulations. If this proposal isapproved at this General Meeting of Shareholders, the Company plans to continue with the agreements with Mr.
Nobuyuki Yoshioka and Mr. Yasuo Kamio.
3. Mr. Yasuo Kamio is a candidate for Outside Director who is an Audit and Supervisory Committee Member. The term ofoffice of Mr. Yasuo Kamio as Outside Director who is an Audit and Supervisory Committee Member will be 4 years.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company. The
insurance covers expenses for litigation such as derivative lawsuits and legal damages to be borne by insureds. Eachcandidate will be insured under the insurance contract. The Company plans to renew the contract with the same details
at the next renewal.
5. Mr. Yasuo Kamio is a candidate for Outside Director who is an Audit and Supervisory Committee Member. TheCompany has submitted him to the Tokyo Stock Exchange as an Independent Director as stipulated by the Exchange.
6. The number of shares of the Company held by each candidate for Director who is an Audit and Supervisory Committee
Member does not include shares held under the Uchiyama Holdings Officer Shareholding Association.

-9-

[Reference]
Expertise and experience of the Company’s Directors and Directors who are Audit and Supervisory Committee Members (Skill Matrix)(Assuming that the election of each candidate for Director is approved at this General Meeting of Shareholders)
Corporate
Managementand Business
Strategy

Corporate
Governance

Name

GenderCurrent PositionDate ofAppointment as
Director

InsideFumiharu Uchiyama

MaleChairman and Representative Director

October 2, 2006〇〇

2InsideTakehiro Yamamoto

MalePresident and Representative Director

October 2, 2006〇〇3Inside

Shigemi Utano

MaleSenior Managing Director

October 2, 2006〇〇

4InsideKenji Kawamura

Male

Director

June 23, 2022〇〇

5InsideKoji Futamura

Male

Director

June 28, 2010〇〇

6InsideKoujiro Kubota

MaleDirector

June 24, 2021〇〇

7InsideNobuyuki Yoshioka

MaleJune 23, 2022〇〇

8Outside

Mamoru Sumikawa

MaleJune 27, 2017〇〇9Outside

Shinichiro Kishimoto

MaleJune 27, 2017〇〇10Outside

Yasuo Kamio

Male

June 24, 2020〇〇No.

Category

1

Director (Audit and SupervisoryCommittee Member)
OutsideDirector(AuditandSupervisory Committee Member)
OutsideDirector(AuditandSupervisory Committee Member)
OutsideDirector(AuditandSupervisory Committee Member)- 10 -

Human Resource
Development

Sales andMarketing

Customer
Satisfaction

M&A〇〇〇〇〇〇〇〇

〇

3〇〇〇〇

〇

4〇〇

〇

5〇〇

〇

〇

〇〇〇〇

No.

Finance andAccounting

Legal Affairs

126〇〇

7〇

Audit andSupervisory〇〇8〇〇〇

9〇

〇

〇

10〇

〇

〇

- 11 -