This document has been translated from the Japanese original for reference purposes only. In the event ofany 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 other forms of damages
arising from the translation.

Securities code: 2384
March 8, 2024
(Beginning date of measures for electronic provision: March 1, 2024)
To Shareholders with Voting Rights:
Masahiko Kamata
President and Representative Director
SBS Holdings, Inc.
8-17-1 Nishi-Shinjuku, Shinjuku-ku,
Tokyo, JapanCONVOCATION NOTICE OF
THE 38th ORDINARY 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 38th Ordinary General Meeting of Shareholders of SBS Holdings, Inc.
(the “Company”) will be held as described below.
The Company has adopted measures for electronic provision of materials with regard to the convocationof this General Meeting of Shareholders, and has posted matters to be provided electronically as“Convocation Notice of the 38th Ordinary General Meeting of Shareholders” on the internet website below.
Website of the Company https://www.sbs-group.co.jp/sbshlds/ir/
The same information is also posted on the internet website below.
Website of the Tokyo Stock Exchange (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the company name or securities code to search for theCompany, select “Basic information,” and then “Documents for public inspection/PR information” toview the materials.
Please review the Reference Documents for the General Meeting of Shareholders included in the mattersprovided electronically and exercise your voting rights by either of the methods described on page 4 of thisconvocation notice (available only in Japanese).
1. Date and Time:

Wednesday, March 27, 2024, at 10:00 a.m. Japan time
(Reception will open at 9:30 a.m.)

2. Place:

Conference Room, SBS Holdings, Inc.
37th floor, Sumitomo Realty & Development Shinjuku Grand Tower
8-17-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan-1-

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 38th Fiscal Year (January 1, 2023 - December 31, 2023) andresults of audits by the Accounting Auditor and the Audit &Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 38th Fiscal
Year (January 1, 2023 - December 31, 2023)
Proposals to be resolved:
Proposal 1: Election of Eight (8) Directors Not Serving as Audit & Supervisory
Committee Members
Proposal 2: Election of One (1) Substitute Director Serving as Audit & Supervisory
Committee Member
4. Matters decided in convening the Meeting(1) If you vote both on paper and via the internet, only your vote placed via theinternet will be valid.
(2) If you submit your vote multiple times via the internet, only the last votewill be valid.
This document also serves as a paper copy of the document stating matters to be provided
electronically that is sent to shareholders who have requested its delivery. Please note that the matterslisted below are not included in the said paper copy, pursuant to the provisions of laws and regulations
and Article 17 of the Company’s Articles of Incorporation. Accordingly, the said paper copy
constitutes a part of the materials that have been audited by the Audit & Supervisory Committee andthe Accounting Auditor in the preparation of audit reports.

(1) “Outline of Resolution Contents Regarding Establishment of a System to Ensure the Appropriatenessof Business Activities” and “Outline of Operating Status of System to Ensure the Appropriateness ofBusiness Activities” in the Business Report(2) “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements and “Notes
to Non-consolidated Financial Statements” in the Non-Consolidated Financial Statements
 Should any electronically provided matters require amendment, such amendment will be posted oneach website on which they have been posted.
Method of Receipt of Convocation Notice of General Meeting of Shareholders
From the next General Meeting of Shareholders, convocation notices may be sent by e-mail.
Shareholders who wish to receive such notices by e-mail are asked to use a computer or smartphone toapply on the voting rights exercise website listed on the next page (available only in Japanese).
Please note that this application cannot be made with a regular cellphone. Please also be aware that amobile e-mail address cannot be specified as the address for receipt of e-mails.

-2-

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

Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members

The terms of all eight (8) Directors not serving as Audit & Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of eight (8) Directors not serving as Audit &Supervisory Committee Members.
The candidates for Director not serving as Audit & Supervisory Committee Members are as follows.

No.

1

Name

Masahiko Kamata

2

Shuichi Hoshi

3

Masato Taiji

4

Yasuhito Tanaka

5Natsuki Gomi

Current positions
at the Company

President,
Representative[Reappointment]
Director andCEO

Director andSenior Managing[Reappointment]
Executive
Officer
Director andManaging[Reappointment]
Executive
Officer
Director and[Reappointment] Executive
Officer
Director and[Reappointment] Executive
Officer-3-

Attendance
Current responsibilities
at the Board
at the Company andof Directors
positions in the Group
meetings
Responsible foroverall management,
Representative
Director of SBSTOSHIBALOGISTICS
CORPORATION,
14/14
President and100%
Representative
Director of SBS
Logicom Co., Ltd.,
Representative
Director of SBS
Sokuhai Support Co.,Ltd.
Responsible for the
President’s Office andAuditing Division

13/14
93%

Responsible for
Human Resources andGeneral Affairs

14/14
100%

Responsible for
Corporate Planning &Business Strategy
Responsible forFinance
Responsible forInformation &Logistics Technology

14/14
100%
10/10
100%

No.

6

Name

Current positions
at the Company

Director and
Katsuhisa Wakamatsu [Reappointment] Executive
Officer

Attendance
Current responsibilities
at the Board
at the Company andof Directors
positions in the Group
meetings
Responsible forGroup Business
Strategy Division and
E-Commerce
Business Promotion
Division
14/14
Representative
100%
Director, President,
and Chief Executive
Officer of SBS
RICOH LOGISTICS
SYSTEM CO., LTD.

[Reappointment]
14/14[Outside]
Outside Director
100%[Independent][Reappointment]
8/10
8
Yoshinobu Kosugi[Outside]
Outside Director
80%[Independent]
Notes: 1. Persons of excellent character with the knowledge, experience, and abilities to perform therequired duties are proposed as candidates for senior management executive positions,
including the Directors of the Company and Representative Directors of Group companies.
2. The attendance rates at the Board of Directors meetings for Mr. Natsuki Gomi and Mr.
Yoshinobu Kosugi refer only to their attendance at Board of Directors meetings since they
assumed office on March 28, 2023.
7

Jiro Iwasaki

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
December 1987
March 1988
March 2004
June 2004
September 2004
September 2005

Masahiko Kamata(June 22, 1959)

January 2006
July 2013[Reappointment]

1[Attendance at the Board June 2015of Directors meetings]
14/14 (100%)
June 2017[Length of service as
August 2018
Director]
36 yearsNovember 2020
June 2022

Joined Tokyo Sagawa Express Co., Ltd. (currently
SAGAWA EXPRESS CO., LTD.)
Director, Kanto Sokuhai Co., Ltd. (currently theCompany)
President and Representative Director, theCompany (current position)
CEO, the Company (current position)
Director, Yukijirushi Butsuryu Co., Ltd. (currently
SBS Flec Co., Ltd.) (current position)
Outside Director, ZERO CO., LTD. (current
position)
President and Representative Director, Tokyu
Logistics Co., Ltd. (currently SBS Logicom Co.,
Ltd.) (current position)
Director, Zentsu Co., Ltd. (currently SBS Zentsu
Co., Ltd.) (current position)
Representative Director, Kamata Foundation(currently SBS Kamata Foundation) (current
position)
Representative Employee, Kamata Kikaku LLC(currently Representative Director, Kamata Kikaku
Co., Ltd.) (current position)
Representative Director, SBS Sokuhai Support Co.,
Ltd. (current position)
Director, RICOH LOGISTICS SYSTEM CO.,LTD. (currently SBS RICOH LOGISTICS
SYSTEM CO., LTD.) (current position)
Director, TOSHIBA LOGISTICS CORPORATION(currently SBS TOSHIBA LOGISTICSCORPORATION)
Representative Director, SBS TOSHIBALOGISTICS CORPORATION (current position)

Number ofshares of theCompany held—

[Significant concurrent positions] Representative Director, SBS TOSHIBA LOGISTICSCORPORATION
 President and Representative Director, SBS Logicom Co., Ltd.
 Representative Director, SBS Sokuhai Support Co., Ltd.
 Representative Director, SBS Kamata Foundation
 Representative Director, Kamata Kikaku Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Masahiko Kamata has demonstrated strong leadership in the 36 years since founding the Company inDecember 1987, and with his strong leadership of the Company and the Group, the Company has achieved
dramatic growth in the logistics industry. In the belief that this strong leadership, as well as the abundant
experience, wide-ranging knowledge, and personal networks that he has built up over the years as amanagement executive will continue to be necessary for the sustainable growth and development of the Group,
the Company has nominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979

Number ofshares of theCompany held

Joined ITOCHU Corporation

September 1998 Director, Family Corporation Co., Ltd.
December 2002
April 2009

Shuichi Hoshi(September 6, 1955)[Reappointment]

April 2010
April 2011
June 2013[Attendance at the Board June 2016of Directors meetings]
13/14 (93%)
June 2017
2[Length of service as
Director]
5 years

Director, Yukijirushi Access Co., Ltd. (currently
NIPPON ACCESS, INC.)
General Manager of Food Products Marketing &Distribution Department, ITOCHU Corporation
Executive Officer, ITOCHU Corporation
Vice President and Representative Director,
ITOCHU-SHOKUHIN Co., Ltd.
President and Representative Director, ITOCHUSHOKUHIN Co., Ltd.
Director and Advisor, ITOCHU-SHOKUHIN Co.,Ltd.
Counsellor, ITOCHU-SHOKUHIN Co., Ltd.

April 2018

Part-time Advisor, the Company

March 2019

Outside Director, the Company

2,000

June 2020

Outside Director, MORINAGA & CO., LTD.
(current position)
July 2023
Director and Senior Managing Executive Officer,
the Company (current position)
Responsible for the President’s Office and Auditing
Division[Significant concurrent positions] Outside Director, MORINAGA & CO., LTD.

[Reason for nomination as candidate for Director]
Mr. Shuichi Hoshi participated in corporate management for many years with the responsibility for the foodproducts marketing and distribution division of a general trading firm. Since his appointment as a Director of theCompany, he has made remarks at meetings of the Company’s Board of Directors based on his wealth ofoperational experience and executive management abilities. In the expectation that he will continue to contributeto the decision-making of the Board of Directors by utilizing his experience and executive management abilities
as a Director of the Company, the Company has nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984

3

Joined TOKYU FREIGHT SERVICE Co., Ltd.
(currently SBS Logicom Co., Ltd.)
September 2004 General Manager of Human Resources Division,
Tokyu Logistics Co., Ltd. (currently SBS LogicomCo., Ltd.)
Masato Taiji
March 2006
Executive Officer and General Manager of Human(October 24, 1961)
Resources Division, TL LOGICOM Co., Ltd.
(currently SBS Logicom Co., Ltd.)[Reappointment]
March 2010
Executive Officer and General Manager ofCorporate Planning Division, TL LOGICOM Co.,
[Attendance at the Boardof Directors meetings]
Ltd.
14/14 (100%)
March 2013
Executive Officer and General Manager of Human
Resourcesand General Affairs Division, the[Length of service as
Company
Director]
7 years
March 2017
Director, the Company

Number ofshares of theCompany held

March 2019

March 2022

13,100

Director and Managing Executive Officer, theCompany (current position)
Responsible for Human Resources and General
Affairs
Director, SBS Logicom Co., Ltd. (current position)[Reason for nomination as candidate for Director]
Mr. Masato Taiji has been involved in operations in positions of responsibility in planning and administration
divisions, such as corporate planning, human resources, general affairs, and legal affairs of Group companies andthe Company. In the belief that he will continue to leverage the wealth of professional experience and insight that
he has accumulated in those positions going forward, the Company has nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987

4

Number ofshares of theCompany held

Joined The Sumitomo Bank, Ltd. (currently
Sumitomo Mitsui Banking Corporation)
November 2010 Joined the Company
Assistant General Manager of Corporate Planning
Division
July 2013
Representative Director, Marketing Partner Co.,Ltd.
September 2014 General Manager of Group Management Division,
the Company
Yasuhito Tanaka
March 2016
Executive Officer and General Manager of Group(July 31, 1964)
Management Division, the Company
Director, A-MAX Co., Ltd. (currently SBS Asset[Reappointment]
Management Co., Ltd.) (current position)[Attendance at the Board
Director, L-MAX Co., Ltd. (current position)
4,400
of Directors meetings] August 2018
Director, RICOH LOGISTICS SYSTEM CO.,
14/14 (100%)
LTD. (currently SBS RICOH LOGISTICS
SYSTEM CO., LTD.) (current position)[Length of service as
December 2018 Executive Officer and General Manager of
Director]
3 years
Corporate Planning Division, the Company
November 2020 Director, TOSHIBA LOGISTICS CORPORATION(currently SBS TOSHIBA LOGISTICSCORPORATION) (current position)
March 2021
Director, Executive Officer, and General Manager
of Corporate Planning Division, the Company
March 2022
Director, Executive Officer, the Company (current
position)
Responsible for Corporate Planning & Business
Strategy[Reason for nomination as candidate for Director]
Mr. Yasuhito Tanaka has leveraged the experience and insight gained in a financial institution to promote
key projects, including M&As, in the Company’s corporate planning division, and he has also overseen the
management of Group companies. In the belief that he will continue to leverage his extensive professional
experience and insight in executive management, the Company has nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984

5

Joined The Long-Term Credit Bank of Japan,
Limited (currently SBI Shinsei Bank, Limited)
May 2006
General Manager, Strategy Business Division, The
Long-Term Credit Bank of Japan, Limited
July 2007
Executive Officer; Deputy General Manager,
Financial Business Administration Division; andDepartment Manager, Financial Business
Administration Department, Rakuten, Inc.
Natsuki Gomi
November 2013 Executive Officer (in charge of corporate planning,(May 3, 1961)
finance, credit, legal affairs and compliance), The
Nomura Trust and Banking Co., Ltd.
[Reappointment]
April 2019
Senior Corporate Managing Director (in charge ofcorporateplanning, finance, risk management, legal[Attendance at the Board
affairs and compliance), The Nomura Trust andof Directors meetings]
10/10 (100%)
Banking Co., Ltd.
July 2021
Senior Advisor, the Company[Length of service as
October 2021
Executive Officer, the Company
Director]
1 yearMarch 2022
Executive Officer, the Company
Responsible for Finance, Information & Logistics
Technology
March 2023
Director, Executive Officer, the Company (current
position)
Responsible for Finance, Responsible forInformation & Logistics Technology
Director, SBS Asset Management Co., Ltd. (current
position)
Director, L-MAX Co., Ltd. (current position)

Number ofshares of theCompany held

6,300

[Reason for nomination as candidate for Director]
Mr. Natsuki Gomi worked for many years for financial institutions and other firms, where he held numerous
officer positions responsible for corporate planning, finance, legal affairs & compliance, and businessdevelopment, etc. At the Company, he has been engaged in the corporate management as an officer responsible
for each of finance, information & logistics technology operations. In the belief that, as a Director of the Company,
he will continue to leverage the wealth of operational experience and executive management abilities he hasdeveloped as a company officer, the Company has nominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1982

Joined Ricoh Company, Ltd.

April 2003

General Manager of Group Management
Department, Corporate Planning Division, Ricoh
Company, Ltd.
General Manager of Business Strategy Office,
Office Business Planning Center, Ricoh Company,
Ltd.
Head of Production Management Center, Ricoh
Company, Ltd.
Director, Executive Officer, RICOH LOGISTICS
SYSTEM CO., LTD. (currently SBS RICOHLOGISTICS SYSTEM CO., LTD.)
General Manager of Group Management Division
and General Manager of Recycling Division,
RICOH LOGISTICS SYSTEM CO., LTD.
(currently SBS RICOH LOGISTICS SYSTEM
CO., LTD.)
Director and Senior Managing Executive Officer,
RICOH LOGISTICS SYSTEM CO., LTD.
(currently SBS RICOH LOGISTICS SYSTEM
CO., LTD.)
Representative Director, President and Chief
Executive Officer, RICOH LOGISTICS SYSTEM
CO., LTD. (currently SBS RICOH LOGISTICS
SYSTEM CO., LTD.) (current position)
Director, the Company (current position)

April 2005

April 2008
April 2011

October 2011
Katsuhisa Wakamatsu(October 15, 1959)[Reappointment]

April 2013

[Attendance at the Boardof Directors meetings]
14/14 (100%)
6[Length of service as
Director]
5 years

October 2013

March 2019

Number ofshares of theCompany held

6,700

June 2022

Director, SBS TOSHIBA LOGISTICSCORPORATION (current position)
March 2023
Executive Officer, the Company (responsible for
Business Strategy Division)
April 2023
Executive Officer and General Manager ofBusiness Strategy Division, the Company
August 2023
Executive Officer, the Company (current position)
Responsible for Group Business Strategy Division
and E-Commerce Business Promotion Division[Significant concurrent positions] Representative Director, President and Chief Executive Officer,
SBS RICOH LOGISTICS SYSTEM CO., LTD.
[Reason for nomination as candidate for Director]
Mr. Katsuhisa Wakamatsu worked for many years in the management division of a machinery manufacturer
and was engaged in executive management as the Representative Director of that manufacturer’s logistics
subsidiary. In addition, since RICOH LOGISTICS SYSTEM CO., LTD. (currently SBS RICOH LOGISTICS
SYSTEM CO., LTD.) became part of the Group, he has participated in the executive management of the Company
as a Director. In the belief that, as a Director of the Company, he will continue to leverage the operational
experience he has accumulated to date and his executive management abilities as a company officer, the Company
has nominated him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1974

Joined TDK Corporation

June 1996

Director and General Manager of Personnel
Education Department, TDK Corporation
Managing Director and General Manager ofRecording Media Business Group, TDK
Corporation
Executive Vice President and Director, TDK
Corporation
Outside Audit & Supervisory Board Member, GCA
Corporation
Director, Managing Executive Officer, and General
Manager of Corporate Strategy Department,
JVCKENWOOD Corporation
Outside Audit & Supervisory Board Member, theCompany
Professor, Department of Business Administration,
Faculty of Economics, Teikyo University
Outside Director, the Company (current position)

June 1998
Jiro Iwasaki(December 6, 1945)[Reappointment][Outside][Independent]

7

June 2006
March 2008
June 2009[Attendance at the Boardof Directors meetings] March 2011
14/14 (100%)
April 2011
[Length of service as
March 2015
Outside Director]
9 years
March 2016

Number ofshares of theCompany held

200

Outside Director (Full-time Audit & Supervisory
Committee Member), GCA Corporation
June 2016
Outside Director, Renesas Electronics Corporation(current position)[Significant concurrent positions] Outside Director, Renesas Electronics Corporation[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Jiro Iwasaki has participated in corporate management as a company officer for many years, and since
his appointment as an outside officer of the Company, he has made remarks at meetings of the Company’s Boardof Directors based on his wealth of experience and wide-ranging insight concerning corporate management. In
the expectation that he will continue to contribute to the decision-making of the Board of Directors by applying
his experience and knowledge to the management of the Company, the Company has nominated him as a
candidate for Outside Director.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1976

March 2023

Joined Nippon Television Network Corporation(currently Nippon Television Holdings, Inc.)
Operating Officer and Director General of
Programming, Nippon Television Network
Corporation
Board Director, Operating Officer, Nippon
Television Network Corporation
Board Director, Managing Officer, Nippon
Television Network Corporation, and concurrently,
Board Director, Managing Officer, Nippon
Television Network Corporation
Executive Board Director, Nippon Television
Holdings, Inc.
Senior Executive Board Director, Nippon
Television Holdings, Inc., and concurrently, Board
Director, Senior Executive Operating Officer,
Nippon Television Network Corporation
Executive Vice President, Nippon Television
Holdings, Inc., and concurrently, Board Director,
Vice President and Executive Officer, Nippon
Television Network Corporation, Outside Auditor,
the Yomiuri Shimbun Holdings (current position)
Representative Director, President, Nippon
Television Holdings, Inc., and concurrently,
Representative Director, President and Chief
Executive Officer, Nippon Television Network
Corporation
Representative Director, Vice Chairman, Nippon
Television Holdings, Inc., and concurrently,
Representative Director, Vice Chairman, Nippon
Television Network Corporation
Advisor, Nippon Television Network Corporation(current position)
Outside Director, the Company (current position)

June 2023

Outside Director, Resorttrust, Inc. (current position)

June 2008

June 2011
June 2012

October 2012
Yoshinobu Kosugi(February 8, 1954)[Reappointment][Outside][Independent]

June 2013

June 2018[Attendance at the Boardof Directors meetings]
8/10 (80%)
8[Length of service as
Outside Director]
1 yearJune 2019

June 2021

June 2022

Number ofshares of theCompany held—

[Significant concurrent positions] Advisor, Nippon Television Network Corporation
 Auditor, The Yomiuri Shimbun Holdings
 Outside Director, Resorttrust, Inc.
[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Yoshinobu Kosugi participated in corporate management for many years as a company officer. Since
his appointment as an Outside Director of the Company, he has made remarks at meetings of the Company’s
Board of Directors based on his experience and executive management abilities. In the expectation that he willcontinue to contribute to the decision-making of the Board of Directors by utilizing his experience and insight forthe management of the Company, the Company has nominated him as a candidate for Outside Director.

- 12 -

Notes: 1. No special interests exist between the Company and any of the candidates.
2. Mr. Jiro Iwasaki and Mr. Yoshinobu Kosugi are candidates for Outside Directors.
3. Mr. Jiro Iwasaki’s term of office as Outside Director will be nine (9) years at the conclusion ofthis General Meeting of Shareholders, but prior to his appointment as Outside Director, heserved as Outside Audit & Supervisory Board Member for a period of four (4) years.
4. Mr. Yoshinobu Kosugi’s term of office as Outside Director will be one (1) year at theconclusion of this General Meeting of Shareholders.
5. Pursuant to the provisions of the Company’s Articles of Incorporation, the Company hasentered into liability limitation agreements with Mr. Jiro Iwasaki and Mr. Yoshinobu Kosugi
under Article 427, Paragraph 1 of the Companies Act. Should the election of these twocandidates be approved, the Company intends to continue with these agreements.
In summary, these liability limitation agreements provide that liability under Article 423,
Paragraph 1 of the Companies Act shall be limited to the minimum liability amount prescribedin applicable laws and regulations, where the execution of the officer’s duties has been in goodfaith and there has been no material negligence.
6. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract with an insurance company, which will cover damages payments and litigation costs
to be borne by the insured persons. Each of the candidates approved for appointment under this
proposal will be included as the insured person under this insurance policy. The Company plansto renew the insurance policy with the same contents when it is next due for renewal.
7. i. The Company has registered Mr. Jiro Iwasaki with the Tokyo Stock Exchange as an
Independent Officer as prescribed by the Exchange. The Company has determined that thecandidate has sufficient independence in light of the Independence Standards for Outside
Directors set forth by the Company and plans to continue his registration as an Independent
Officer, should his re-appointment be approved.
ii. The Company has registered Mr. Yoshinobu Kosugi with the Tokyo Stock Exchange as an
Independent Officer as prescribed by the Exchange. The Company has determined that thecandidate has sufficient independence in light of the Independence Standards for Outside
Directors set forth by the Company and plans to continue his registration as an Independent
Officer, should his re-appointment be approved.
8. The Company’s Independence Standards for Outside Directors are disclosed on the “Corporate
Governance Guidelines” on the Company’s website (available only in Japanese).
(https://www.sbs-group.co.jp/sbshlds/csr/governance/)
9. In addition to the number of meetings of the Board of Directors stated above, there was one
resolution in writing, in December 2023, that is deemed to be a resolution of the Board of
Directors under Article 370 of the Companies Act and Article 26 of the Company’s Articles ofIncorporation.

- 13 -

<Reference>Management system, provided Proposal 1 is approved (plan)
Expertise and experiences of candidates for Director●

Yasuhito Tanaka

Director●

Natsuki Gomi

Director●

Katsuhisa
Wakamatsu

Director●

Jiro Iwasaki

Director○○●

Yoshinobu Kosugi

Director○○●

Takashi Endo

MasatoMatsumoto

Sachie Tsuji

Full-time Audit &Supervisory
Committee
MemberAudit &
Supervisory
Committee
MemberAudit &
Supervisory
Committee
Member

●

○

●

●

●

●
●

●

●
●

●

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●
○

●

International

Director●

ESGs &
sustainability

Masato Taiji●

Information &Logistics
Technology●

Shuichi Hoshi○

Human resources& HR
development●

Representative
Director

Legal affairs &risk management

Sales & marketing

Director

Masahiko Kamata

Accounting &finance

Corporate
management

Nomination andCompensation
Committee●

Position

Outside

●

Name

●
●

●

●

●
●

●

Notes: 1. The Representative Director and the members of the Nomination and Compensation
Committee will be decided at a Board of Directors meeting to be held after the conclusion ofthis General Meeting of Shareholders.
2. The table above shows the fields in which each candidate possesses greater expertise inaccordance with his/her experience and other elements, and does not represent his/her entire
expertise.

- 14 -

Proposal 2:

Election of One (1) Substitute Director Serving as Audit & Supervisory Committee
MemberAs the validity of the election of Mr. Tomoyuki Suzuki, who was elected as the substitute Director
serving as Audit & Supervisory Committee Member at the 37th Ordinary General Meeting of Shareholders
held on March 28, 2023, will expire at the start of this General Meeting of Shareholders, the Company
proposes the election of one (1) substitute Director serving as Audit & Supervisory Committee Member toprovide for the case where the number of incumbent Directors serving as Audit & Supervisory Committee
Members falls below the number stipulated by laws and regulations.
The Audit & Supervisory Committee has consented to this proposal.
The candidate for substitute Director serving as Audit & Supervisory Committee Member is asfollows.
Name(Date of birth)

Career summary andsignificant concurrent positions
October 2003

Tomoyuki Suzuki(June 14, 1976)[Outside][Independent]

November 2004
January 2019
June 2019
December 2020
June 2022

Registered as Attorney with Dai-Ichi Tokyo Bar
Association
Joined Nagashima Ohno & Tsunematsu
Joined The Tokyo-Marunouchi Law Offices
Acting Representative, The Tokyo-Marunouchi
Law Offices (current position)
Registered as Certified Public Tax Accountant
Outside Auditor, Cocorport Inc. (current position)
Director, Kyoei Sangyo Co., Ltd. (current position)

Number ofshares of theCompany held—

[Significant concurrent positions] Attorney
 Certified Public Tax Accountant
 Outside Auditor, Cocorport Inc.
 Director, Kyoei Sangyo Co., Ltd.
[Reason for nomination as candidate for substitute Outside Director serving as Audit & Supervisory Committee
Member and expected roles]
Mr. Tomoyuki Suzuki has cultivated advanced expert knowledge and experience as an attorney. In the
expectation that such knowledge and experience would contribute to the execution of the duties of the Audit &Supervisory Committee, the Company has nominated him as a candidate for substitute Outside Director serving
as Audit & Supervisory Committee Member.

Notes: 1. Mr. Tomoyuki Suzuki is a candidate for substitute Outside Director serving as Audit &Supervisory Committee Member.
2. The candidate has entered into a legal advisory contract with the Company, but the value ofadvisory fees is less than 500,000 yen per year and thus has no bearing on the independence ofeither the candidate or the Company. There are also no special interests, including legal
advisory contracts, between the law firm to which the candidate belongs and the Company.
3. The Company has determined that Mr. Tomoyuki Suzuki has sufficient independence in lightof the Independence Standards for Outside Directors set forth by the Company and plans toregister him as an Independent Officer based on the provisions set forth by the Tokyo Stock
Exchange, should he assume the office of Director serving as Audit & Supervisory Committee
Member.
In addition, pursuant to the provisions of the Company’s Articles of Incorporation, theCompany plans to enter into a liability limitation agreement with the candidate under Article
427, Paragraph 1 of the Companies Act. In summary, this liability limitation agreement
provides that liability under Article 423, Paragraph 1 of the Companies Act shall be limited tothe minimum liability amount prescribed in applicable laws and regulations, where the- 15 -

execution of the officer’s duties has been in good faith and there has been no material
negligence.
4. The Company’s Independence Standards for Outside Directors are disclosed on the “SBSGroup Corporate Governance Guidelines” on the Company’s website (available only inJapanese).
(https://www.sbs-group.co.jp/sbshlds/csr/governance/)
5. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract with an insurance company, which will cover damages payments and litigation costs
to be borne by the insured persons. Should the candidate assume office as Director serving as
Audit & Supervisory Committee Member, he will be included as the insured person under thisinsurance policy.

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