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.
Securities Code 9347
June 3, 2024
To Shareholders with Voting Rights:
Shintaro Fukuda
President and Representative Director

NIPPON KANZAI Holdings Co., Ltd.

Head Office: 9-16 Rokutanji-cho, Nishinomiya
City, Hyogo
Headquarters: 2-1-10 Nihombashi,
Chuo-ku, TokyoNOTICE OF
THE 1st ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would also like to express our sincere sympathy to those affected by the 2024 Noto Peninsula
Earthquake in January.
You are hereby notified that the 1st Ordinary General Meeting of Shareholders of NIPPON KANZAI
Holdings Co., Ltd. (the “Company”) will be held for the purposes described below.
In convening this Ordinary General Meeting of Shareholders, the Company has taken measures forelectronic provision and posted the matters subject to measures for electronic provision as “Notice of the 1st
Ordinary General Meeting of Shareholders” and “Other Matters Subject to Measures for Electronic Provision
for the 1st Ordinary General Meeting of Shareholders (Matters omitted from the paper copy delivered)” on thefollowing website on the Internet.
The Company’s website:
https://www.nkanzaihd.co.jp/ir/meeting/
The information is also available on the website of the Tokyo Stock Exchange (TSE). Please access the TSE
website below (TSE Listed Company Search), enter the issue name (company name) “NIPPON KANZAI
Holdings” or the securities code “9347” to perform a search, and select “Basic information” followed by“Documents for public inspection/PR information” to view the information.
TSE website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowTo exercise your voting rights in writing, please review the Reference Documents for the General Meetingof Shareholders, indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form, and send it so that it arrives by the end of business hours (6:00 p.m. Japan time) on Wednesday,June 19, 2024. If you do not indicate your approval or disapproval of a proposal in the Voting Rights Exercise
Form, it shall be deemed a vote of approval.

-1-1. Date and Time:Thursday, June 20, 2024 at 10:00 a.m. Japan time (Reception opens at 9:00 a.m.)

2. Place:

Main Conference Room at the Head Office of the Company located at
9-16 Rokutanji-cho, Nishinomiya City, Hyogo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
1st Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 1st Fiscal Year
(April 3, 2023 - March 31, 2024)(Note) Although the 1st business year of the Company is the period from April 3,
2023 to March 31, 2024, the fiscal year under review is the period from April
1, 2023 to March 31, 2024.
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
Proposal 3:
Determination of Amount of Remuneration for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)
Proposal 4:
Determination of Amount of Remuneration for Directors Who Are Audit &Supervisory Committee Members[Disclosures on the Internet]
In the event of any revisions to the matters subject to measures for electronic provision, details of the revisions
will be posted on the respective websites.

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

Appropriation of Surplus

The Company regards the dividend policy for shareholders as one of its highest priorities and makes it abasic policy to appropriately distribute the results in accordance with its business performance as a means ofreturning profits to shareholders, while giving due consideration to future business development andstrengthening of the management structure. The year-end dividend for the current fiscal year shall be 27 yen
per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property and its total amount27 yen per common share of the Company
Total of 1,009,338,138 yen(3) Date the distribution of surplus comes into effect:
June 21, 2024
Proposal 2:

Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of eight (8)Directors (excluding Directors who are Audit & Supervisory Committee Members) is proposed.
With respect to this proposal, the appointment of candidates for Directors (excluding Directors who are
Audit & Supervisory Committee Members) was deliberated by the Audit & Supervisory Committee and it
was determined that the candidates are suitable for the position.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
October 1965
August 1972

Takeshi Fukuda(September 6, 1940)
1

December 1978
April 2002
April 2008
April 2023

Established NIPPON KANZAI Co., Ltd. and assumed theposition of President and Representative Director
Established NIPPON KANZAI Service Co., Ltd. and assumed
the position of President and Representative Director
Established Three-S Co., Ltd. and assumed the position of
President and Representative Director (current position)
Chairman and Representative Director, NKS Co., Ltd.
Chairman and Representative Director, NIPPON KANZAI Co.,
Ltd. (current position)
Chairman and Representative Director, the Company (current
position)

Number ofshares of theCompany held

949,908[Reasons for nomination]
Mr. Takeshi Fukuda has been involved in the overall management of the Group and currently serves as Chairman and
Representative Director, where he provides strong leadership to the Group and supervises the execution of business
operations. He is well versed in the industry and the Company’s business, and has a high level of knowledge and judgment
based on his extensive experience. Therefore, the Company has determined that he remains qualified to serve as a Director
in order to continuously improve the corporate value of the Group.

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
March 1998
June 1998
June 1999
August 2002

Shintaro Fukuda(June 29, 1965)
2

October 2002
June 2005
October 2006
April 2008
April 2023

3

Joined NIPPON KANZAI Co., Ltd. and assumed the position ofChief Information Officer
Director and Chief Information Officer
Managing Director, in charge of Planning
President and Representative Director, Japan Property Solutions,
Ltd.
Corporate Strategy Planning Department and Information
System Department, NIPPON KANZAI Co., Ltd.
Chairman, Japan Property Solutions, Ltd.
Representative Director, Nippon Service Master Y.K. (current
position)
President and Representative Director, NIPPON KANZAI Co.,
Ltd. (current position)
President and Representative Director, the Company (current
position)

Number ofshares of theCompany held

2,067,702[Reasons for nomination]
Mr. Shintaro Fukuda has promoted business expansion and management reforms at the Group, and is currently leading theGroup under his strong leadership as President and Representative Director. He is well versed in the industry and theCompany’s business, and has a high level of knowledge and foresight based on his extensive experience. Therefore, theCompany has determined that he remains qualified to serve as a Director in order to continuously improve the corporate
value of the Group.
April 1981
Joined NIPPON KANZAI Co., Ltd.
June 2004
Director, Head of Corporate Strategy Planning Department
February 2007
Managing Director, Deputy Head in charge of Eastern Japan,
Marketing Supervising Division
June 2011
Senior Managing Director, in charge of Corporate Strategy
Planning, in charge of Group Company Management Efficiency
Improvement
April 2012
Senior Managing Director, Head of General Administration
Supervising Division
August 2021
Senior Managing Director, in charge of Business Management,
Mamoru Yasudain charge of Human Resources and Executive Secretariat, in
42,026(June 18, 1955)
charge of Corporate Strategy Planning, in charge of Overseas
Business
October 2021
President, NIPPON KANZAI USA, Inc. (current position)
President and Representative Director, Nippon Kanzai Housing
May 2022
Management Co., Ltd. (current position)
President and Representative Director, Japan Housing
Management Co., Ltd. (current position)
President and Representative Director, NJK Staff Service Co.,Ltd.
Senior Managing Director, in charge of Business Management,
April 2023
the Company (current position)
President and Representative Director, Nippon Kanzai
July 2023
Deutschland GmbH (current position)[Reasons for nomination]
Mr. Mamoru Yasuda has extensive knowledge and practical experience from his involvement in the operations in various
sections of the Group, including the sales section, building management and operations section, and administration section.
Currently, he is in charge of Business Management, where he manages and supervises the Group across the board to realize
medium- to long-term management strategies from a broad perspective. Based on his high-level knowledge of the Group’sbusiness, the Company has determined that he remains qualified to serve as a Director in order to continuously improve thecorporate value of the Group.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979
June 2010
June 2011

April 2017
Yoshikazu Tokuyama(December 3, 1956) May 2022
4

April 2023
April 2024

5

Joined NIPPON KANZAI Co., Ltd.
President and Representative Director, Japan Environmental
Solutions, Ltd.
Senior Managing Director, in charge of Sales Section, NIPPONKANZAI Co., Ltd.
Senior Managing Director, Head of Engineering Supervising
Division
President and Representative Director, Nippon Kanzai
Environment Service Co., Ltd. (current position)
Senior Managing Director, in charge of Growth Strategy, theCompany
Senior Managing Director, in charge of Group Companies andRisk Management, Nippon Kanzai Environment Service Co.,
Ltd. (current position)

Number ofshares of theCompany held

9,200

[Reasons for nomination]
Mr. Yoshikazu Tokuyama has a wide range of extensive practical experience from his involvement in the sales, planning,and engineering sections of the Group. He currently oversees the Company’s group company management and risk
management. Based on his high-level knowledge of the Group’s business, the Company has determined that he remains
qualified to serve as a Director in order to continuously improve the corporate value of the Group.
June 2010
Managing Director stationed in Tokyo, NIPPON KANZAI Co.,Ltd.
June 2012
Senior Managing Director, Head of Engineering Supervising
Division
December 2013 Senior Managing Director, Head of Property Service
Supervising Division
Kunio Takahashi
3,100
April 2017
Senior Managing Director, Head of Marketing Supervising(October 11, 1954)
Division
April 2022
Senior Managing Director, Head of Property Service
Supervising Division
Representative Director, Vice President, Joetsu Civic Service,
June 2022
Inc. (current position)
In charge of DX promotion, the Company (current position)
April 2023
Senior Managing Director, in charge of Business Operations,
April 2024
NIPPON KANZAI Co., Ltd. (current position)[Reasons for nomination]
Mr. Kunio Takahashi has been involved in the Company’s management based on his extensive practical experience in thefinancial industry and currently oversees the Company’s promotion of digital transformation (DX). Based on his high-levelknowledge of the Group’s business, the Company has determined that he remains qualified to serve as a Director in order
to continuously improve the corporate value of the Group.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
July 2008
July 2010

Tatsushi Kurihara(June 5, 1961)[New appointment]
67June 2014
June 2016
June 2018
June 2023
January 2024

Branch Manager, Niigata Branch, The Bank of Japan
Deputy Director-General, Financial System and Bank
Examination Department
Director-General and Internal Auditor, Internal Auditors’ OfficeDirector, Head of General Affairs Division, SECOM CO., LTD.
Head of General Affairs & Human Resources Division
Director, in charge of BPO and ICT, in charge of Business
Reform Promotion
Joined the Company and assumed the position of Advisor(current position)

Number ofshares of theCompany held

0

[Reasons for nomination]
Mr. Tatsushi Kurihara has extensive experience and a high level of knowledge in practical financial business developed in
his years of working experience at The Bank of Japan. In addition, having been engaged in general affairs, humanresources affairs and promotion of business reform at SECOM CO., LTD., he has a high level of knowledge of corporate
management. Based on the above, the Company has determined that he is qualified to serve as a Director in order tocontinuously improve the corporate value of the Group.
June 1982
Joined NIPPON KANZAI Co., Ltd.
June 2011
Director, Head of Finance & Accounting Department
April 2015
Director, in charge of Performance Management, Head of
Performance Management Department, Head of Finance &Accounting Department, General Administration Supervising
Division
June 2017Managing Director, in charge of General Planning, Group
Yasuhiro Harada
31,646Company Supervision, and Consolidated and Non-consolidated(February 20, 1960)
Business Performance Management, Head of Finance &Accounting Department, General Administration Supervising
Division
July 2020
Managing Director, Head of General Administration Division
April 2021
President, NIPPON KANZAI USA, Inc.
Managing Director, in charge of Business Management, theApril 2023
Company (current position)[Reasons for nomination]
Mr. Yasuhiro Harada has extensive practical experience in the accounting and finance section of the Group and is currently
in charge of the Company’s business management section. Based on his high-level knowledge of the Group’s business, theCompany has determined that he remains qualified to serve as a Director in order to continuously improve the corporate
value of the Group.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
February 1985
June 2014
April 2018
June 2021
April 2022

Masahiro Wakamatsu(May 11, 1961)

June 2022

8

April 2023

April 2024

Joined NIPPON KANZAI Co., Ltd.
Director, in charge of Engineering and Procurement, Property
Service Supervising Division, Head of Engineering Management
DivisionManaging Director, Deputy Head of Marketing Supervising
Division, in charge of Eastern Japan and Central Japan
President and Representative Director, NS Corporation Co., Ltd.
(current position)
Managing Director, Head of Marketing Supervising Division,
NIPPON KANZAI Co., Ltd.
President and Representative Director, FCH Partners Co., Ltd.
(current position)
President and Representative Director, Oita Station South
Community Service Co., Ltd. (current position)
President and Representative Director, Sawara Green TerraceCo., Ltd. (current position)
President and Representative Director, Fukuoka Culture BaseCo., Ltd. (current position)
Managing Director, in charge of Marketing and Sales Strategy,
the Company
Managing Director, NIPPON KANZAI Co., Ltd. (current
position)Managing Director, in charge of Growth Strategy andMarketing, the Company (current position)

Number ofshares of theCompany held

7,764

[Reasons for nomination]
Mr. Masahiro Wakamatsu has extensive experience and knowledge of the front-line from his involvement in the building
management and operations sections of the Group, and is currently overseeing general planning, investor relations (IR), andmarketing. Based on his high-level knowledge of the Group’s business, the Company has determined that he remains
qualified to serve as a Director in order to continuously improve the corporate value of the Group.
(Notes)1. The candidate for Director, Mr. Takeshi Fukuda, concurrently serves as President and Representative Director ofThree-S Co., Ltd. and there is a business relationship between the Company and Three-S Co., Ltd., including business
transactions (management guidance fees and provision of services) and receipt of rental fees.
2. The candidate for Director, Mr. Shintaro Fukuda, concurrently serves as Representative Director of Nippon Service
Master Co., Ltd. and there is a business relationship between the Company and Nippon Service Master Co., Ltd.,
including payment of insurance premiums and receipt of rental fees and secondment fees.
3. The candidate for Director, Mr. Masahiro Wakamatsu, concurrently serves as President and Representative Director of
NS Corporation Co., Ltd. and there is a business relationship (management guidance fees and provision of services)
between the Company and NS Corporation Co., Ltd.
4. There are no special business relationships between other candidates for Director and the Company.
5. The Company has entered into a directors and officers liability insurance (D&O insurance) agreement with thefollowing outline, which is scheduled to be renewed in July 2024. The reelected candidates in this proposal are alreadyinsured under the said insurance agreement and will continue to be insured after their election. The new candidate will
be newly insured after his appointment.
(1) Actual ratio of premiums borne by the insured
The Company bears the premiums, including the rider portion, and there is no actual premium borne by the insured.
(2) Outline of insured accidents subject to compensation
The insurance agreement, including the rider portion, provides coverage for damages that may arise as a result of theinsured officers, etc., being held liable for the performance of his/her duties or being subject to a claim of such liability.
However, there are certain exclusions of liability, such as in the case of acts committed with the knowledge that theacts are in violation of laws and regulations.

-7-[Reference] Expertise of Directors (Skills matrix)

Major expertise

Attribute

Outside Director
Audit & Supervisory
Committee Member
Corporate management
Sales / marketing
Human resources / labor
Treasury / finance / M&A
Legal affairs / compliance
IT / DX / innovation
ESG / sustainability
GlobalPublic relations / IR
Risk management





























YoshiroYamashita
Kota
KosugaTakako
Okada





































Shingo Inui

Takeshi
FukudaShintaro
FukudaMamoruYasudaYoshikazu
Tokuyama
Kunio
Takahashi
Tatsushi
Kurihara
Yasuhiro
HaradaMasahiro
Wakamatsu

In assessing what skills Directors should have in light of the Company’s management strategy, the Board of
Directors regards it important that Directors (and Executive Officers) currently and collectively have all skills
necessary for persons at the corporate management level and ensures that persons who have sufficientexperience and expert knowledge are appointed.
If Proposal 2 is approved as proposed, the expertise of the Board of Directors will be as follows.





















(Notes) 1. The matrix shows up to four areas where each candidate has knowledge and experience.
2. The matrix does not represent all types of knowledge and experience of each candidate.
3. Each expertise is defined as follows.
Corporate management
Sales / marketing
Human resources / labor
Treasury / finance / M&A
Legal affairs / compliance
IT / DX / innovation
ESG / sustainability
GlobalPublic relations / IR
Risk management

The candidate has experience as a corporate manager or any similar
experience at other companies or the Company, and has expert knowledge
and insights related to corporate management.
The candidate has experience in sales promotion, sales planning and/or
marketing sections and has deep knowledge and understanding in theseareas.
The candidate has business experience related to human resources and laboraffairs in human resources sections, and has expert knowledge and insights
in each of these areas.
The candidate has business experience of finance, accounting, funding
and/or investment and has deep expert knowledge and understanding inthese areas.
The candidate has business experience of lawsuits or other legal actions inlegal affairs sections, and is able to think of corporate management from risk
management and compliance perspectives.
The candidate has experience in planning and promoting IT and DX
strategies and has innovative perspectives and ability to take action to leadthe new era.
The candidate has knowledge for realizing a sustainable world and is able tothink about environmental, social and governance issues from a businessperspective.
The candidate has experience of overseas assignments or serving as an
officer at an overseas subsidiary, or is well versed in international affairs,
and has the ability to think of corporate management from a global
perspective.
The candidate has practical experience in public relations and/or IR sections,is able to disseminate corporate information appropriately, and has deep
understanding related to communication with investors.
The candidate has expert knowledge and experience in risk management andis able to appropriately assess and plan responses to corporate risks.

-8-

Proposal 3:

Determination of Amount of Remuneration for Directors (Excluding Directors Who Are
Audit & Supervisory Committee Members)

The amount of remuneration of Directors of the Company (excluding Directors who are Audit & Supervisory
Committee Members) is set at “no more than 1,000 million yen per year (not including salaries for
employees of Directors who concurrently serve as employees of the Company)” in Article 2 of the
Supplementary Provisions to the Articles of Incorporation of the Company. Since this amount of
remuneration, etc. is applicable for the period from April 3, 2023, the date of incorporation of the Company,
to the time of the conclusion of the first Ordinary General Meeting of Shareholders of the Company, theCompany seeks an approval on the amount of remuneration again.
As a result of careful assessment of the status of the Company’s management structure, economic
environment, and various other circumstances, the Company proposes to set the amount of remuneration, etc.
at “no more than 1,000 million yen per year (not including salaries for employees of Directors who
concurrently serve as employees of the Company),” without any change from the current amount.
At present, the number of Directors (excluding Directors who are Audit & Supervisory Committee
Members) is eight (8). If Proposal 2 is approved as originally proposed, the number will remain at eight (8).
Proposal 4:

Determination of Amount of Remuneration for Directors Who Are Audit & Supervisory
Committee Members

The amount of remuneration of Directors who are Audit & Supervisory Committee Members of theCompany is set at “no more than 100 million yen per year” in Article 2 of the Supplementary Provisions to
the Articles of Incorporation, similarly to Proposal 3. Since this amount of remuneration, etc. is also
applicable for the period from April 3, 2023, the date of incorporation of the Company, to the time of theconclusion of the first Ordinary General Meeting of Shareholders of the Company, the Company seeks anapproval on the amount of remuneration again.
As a result of careful assessment of the status of the Company’s management structure, economic
environment, and various other circumstances, the Company proposes to set the amount of remuneration, etc.
at “no more than 100 million yen per year,” without any change from the current amount.
At present, the number of Directors who are Audit & Supervisory Committee Members is four (4). Theirterm of office continues until the time of the conclusion of the 2nd Ordinary General Meeting of
Shareholders to be held in 2025.

-9-