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: 1407
November 10, 2021
To Shareholders with Voting Rights:
Eiichiro Egashira
Representative Director and President
West Holdings Corporation
1-15-24 Kusunoki-cho, Nishi-ku,
Hiroshima, JapanNOTICE OF
THE 16th ANNUAL GENERAL SHAREHOLDERS’ MEETING
We are pleased to inform you that the 16th Annual General Shareholders’ Meeting (the “Meeting”) of
West Holdings Corporation (the “Company,” together with its subsidiaries, the “Group”) will be held as
described below.
If you are refraining from attending the Meeting in person, you may exercise your voting rights inwriting. Please review the Reference Documents for the General Shareholders’ Meeting provided below,
indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise Form, andreturn it so that it is received by 6:00 p.m. Japan time, Thursday, November 25, 2021.
1. Date and Time:

Friday, November 26, 2021 at 10:00 a.m. Japan time

2. Place:

Orchid Room, 3rd Floor, ANA Crowne Plaza Hiroshima
7-20, Nakamachi, Naka-ku, Hiroshima, Japan

3. Meeting Agenda:
Matters to be reported:1. The business report and consolidated financial statements for theCompany’s 16th fiscal year (September 1, 2020 - August 31, 2021) andresults of audits of the consolidated financial statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidated financial statements for the Company’s 16th fiscal
year (September 1, 2020 - August 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 8 Directors
Proposal 2:
Determination of Compensation for Granting Restricted Shares to Directors
Proposal 3:(Excluding Outside Directors)



If you choose to attend the Meeting, please submit the enclosed Voting Rights Exercise Form to thereception.
Of the documents to be provided with this Notice, Matters Concerning the Establishment of Systems
to Ensure the Appropriateness of Company Operations in the business report, Consolidated
Statements of Changes in Equity and Notes to Consolidated Financial Statements in the consolidated
financial statements, and the Non-consolidated Statements of Changes in Equity and Notes to Nonconsolidated Financial Statements” in the non-consolidated financial statements have been posted on
the Company’s website (https://www.west-gr.co.jp/ir/meeting; in Japanese) pursuant to laws,-1-

regulations and Article 16 of the Company’s Articles of Incorporation, and are therefore notincluded in the attachments to this Notice. Accordingly, the attachments to this Notice form part ofthe materials audited by the Audit & Supervisory Board Members and the Accounting Auditor in
preparing their respective audit reports.
Any revisions to the contents of the Reference Documents for the General Shareholders’ Meeting,the business report, or the consolidated and non-consolidated financial statements will be mailed inwriting or posted on the Company’s website (https://www.west-gr.co.jp/ir/meeting; in Japanese).

Measures to Prevent the Spread of COVID-19






If you choose to attend the Meeting in person, please be mindful of your physical condition up to
the date of the Meeting and refrain from attending if you are feeling unwell.
In particular, shareholders who are of advanced age, have underlying conditions, or are expecting
are asked to exercise caution when deciding whether or not to attend.
Attending shareholders will be asked to wear a face mask and use an alcohol-based sanitizer toprevent infection. Please note that other measures, such as temperature measurements, may also
be taken.
All the Company’s officers and staff running the Meeting will be wearing face masks.
Any changes to the operation of the Meeting depending on future circumstances will be postedon the Company’s website (https://www.west-gr.co.jp/ir/meeting; in Japanese).

-2-Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

The Company’s basic policy on the distribution of profits to shareholders is to continue to maintainstable dividends and implement active shareholder return measures according to the Company’s financial
situation, while retaining internal reserves required for future business development and strengthening
the Company’s financial position.
Based on the above policy, the Company proposes to pay the following year-end dividend for the
fiscal year under review.
(1) Type of dividend property
Cash(2) Allotment of dividend property and its total amount
50 yen per common share of the Company at a total amount of 2,032,883,750 yen(3) Effective date of distribution of surplus
November 29, 2021
The dividends are planned to be paid from retained earnings.

-3-

Proposal 2:

Election of 8 Directors

The terms of office of all 7 Directors will expire at the conclusion of this Meeting. Accordingly, theCompany proposes the election of 8 Directors, with an increase of 1 Outside Director to further
strengthen the management structure and corporate governance.
The candidates for Director are as follows:

No.

Name

Current positions at the Company

Attendanceat Board of
Directors
meetings

1[Reappointment] Takashi Kikkawa

Representative Director andChairman

13/15
(87%)

2

[Reappointment] Eiichiro Egashira

Representative Director andPresident

15/15(100%)

3[Reappointment] Nobuo Katsumata

Managing Director

4[Reappointment] Eiji Shiiba

Director

5
6
7

[New
appointment][New
appointment]

12/12(100%)
15/15(100%)

Kenji Araki

Executive Officer―

Yoshihisa Goto――

[Reappointment] Kazuo Nakashima[Outside]

Director

15/15(100%)[New
Tomohiro Kurohara[Outside] ――appointment][Reappointment]: Candidate for reappointment as Director[Outside]: Candidate for Outside Director[New appointment]: Candidate for new appointment as Director
Note: Attendance at Board of Directors meetings for candidate Nobuo Katsumata states his attendance since
his appointment as Director on November 25, 2020.
8

-4-

No.

Name
(Date of birth)

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

1

2

Number ofshares of theCompany held(Thousands)

Established Nishi-Nihon Kanesho Corporation(currently West Energy Solution Inc.)[Reappointment]
Representative Director and President
18,967
March 2006
Representative Director and President, West
Takashi Kikkawa
Holdings Corporation(April 8, 1950)
November 2009 Representative Director and Chairman, West
Holdings Corporation (current position)[Attendance at Board of Directors meetings]
13/15 (87%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate established this Company in 1984 and has demonstrated
outstanding foresight and strong leadership to drive the Company and took charge of management in general. The
Company proposes his reelection as Director expecting him to make decisions on basic management policies andmanagement strategies and to further strengthen supervisory functions over important business execution in the
future as well.
February 2013
On commission by West Energy Solution Inc.
December 2013 Joined West Holdings Corporation
Executive Officer
Director, West Energy Solution Inc.
November 2014 Director, West Holdings Corporation
November 2015 Director, West O&M, Inc. (current position)[Reappointment]
November 2017 Managing Director, West Holdings Corporation
10
November 2018 Representative Director and President, West
Eiichiro Egashira
Holdings Corporation (current position)(August 27, 1962)
Representative Director and President, West
Energy Solution Inc. (current position)
July 2019
Representative Director and President, WestElectric Power Co., Inc.
September 2020 Director, West Electric Power Co., Inc. (current
position)[Attendance at Board of Directors meetings]
15/15 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate has wide-ranging experience in the operation of the Company’sbusiness. He has served as Representative Director and President of the Company since November 2018 and hasa wealth of experience and insight in management overall. The Company proposes his reelection as Director
expecting him to further strengthen control and direction of business execution in the future as well.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1989

3

Number ofshares of theCompany held(Thousands)

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)May 2019
Seconded to West Holdings Corporation
Executive Officer, General Manager, Finance &Accounting Control Dept. and CFO
August 2019
Joined West Holdings Corporation
Executive Officer, General Manager, Finance &Accounting Control Dept. and CFO
January 2020
Director, West Electric Power Co., Inc.
March 2020
Executive Officer, General Manager, Corporate[Reappointment]
Administration Division and CFO, West
Holdings Corporation
0.1
Nobuo Katsumata
September 2020 Audit & Supervisory Board Member, West Begin(January 23, 1967)
Co., Ltd. (current position)
October 2020
Audit & Supervisory Board Member, WestElectric Power Co., Inc. (current position)
November 2020 Managing Director, General Manager, Corporate
Administration Division and CFO, West
Holdings Corporation (current position)
December 2020 Audit & Supervisory Board Member, West
O&M, Inc. (current position)
March 2021
Audit & Supervisory Board Member, West
Energy Solution Inc. (current position)[Attendance at Board of Directors meetings]
12/12 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate has years of experience in the operation of financial institutions.
As the Director responsible for the management administration division, including the control of finance andaccounting, general affairs, and IT system administration, he is appropriately performing important businessexecution and decision-making. The Company proposes his reelection as a Director expecting him to further
strengthen business execution for achieving the sustainable enhancement of its corporate value in the future as
well.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
February 1995

4

5

Number ofshares of theCompany held(Thousands)

Joined West Corporation (currently West Energy
Solution Inc.)
October 1996
Manager, Accounting Dept., West Corporation
February 1998
Manager, Operations Dept., West Corporation
June 1998
Associate Manager, Finance & Accounting
Dept., West Corporation
November 1998 Section Manager, Finance & Accounting Dept.,
West Corporation
September 1999 Assistant General Manager, Finance &[Reappointment]
Accounting Dept., West Corporation
September 2000 General Manager, Finance & Accounting Dept.,
46
Eiji Shiiba
Administration Control Division, West
(September 29, 1967)
Corporation
November 2003 Executive Officer, West Corporation
March 2006
Executive Officer, General Manager, Finance &Accounting Dept., West Holdings Corporation
December 2013 Audit & Supervisory Board Member, West
Energy Solution Inc.
September 2014 Audit & Supervisory Board Member, WestElectric Power Co., Inc.
November 2014 Director, West Holdings Corporation (current
position)[Attendance at Board of Directors meetings]
15/15 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate has wide-ranging experience in the management of financeand accounting operations. He has served as a Director of the Company since November 2014 and has a wealthof experience and insight, including in the control of the finance and accounting division. The Company proposes
his reelection as a Director expecting him to further strengthen business execution for achieving the sustainableenhancement of its corporate value in the future as well.
March 2003
Joined Honebuto Homes Co., Ltd. (currently
West Energy Solution Inc.)
March 2006
Transferred to West Holdings Corporation
Director, House Care Co., Ltd. (currently West
Begin Co., Ltd.)
September 2013 General Manager, Global Energy Business
Operations Division, West Holdings Corporation[New appointment]
November 2019 Seconded to West Energy Solution Inc.
21
General Manager, Control Division
Kenji Araki
December 2020 Director, West Electric Power Co., Inc. (current(October 19, 1970)
position)
Director, West Energy Solution Inc. (current
position)
Executive Officer, West Holdings Corporation(current position)
August 2021
Representative Director and President, West
Begin Co., Ltd. (current position)[Reason for nomination as candidate for Director]
As described in the above summary, since joining the Company, the candidate has acquired a wealth of operational
experience and extensive insight into the Group’s core businesses, and he is demonstrating outstanding
management capabilities. Currently, he is responsible for corporate planning as an Executive Officer of theCompany, and serves as a Director of several subsidiaries. The Company proposes his election as a Director
expecting him to further strengthen business execution for achieving the sustainable enhancement of its corporate
value in the future.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined Suntech Co., Ltd. (currently West GreenPower Co., Ltd.)
Assistant General Manager, Hiroshima Branch,
March 2008
Suntech Co., Ltd.
General Manager, Takamatsu Branch, Suntech
August 2009
Co., Ltd.
General Manager, Fukuoka Branch, Suntech
March 2011
Co., Ltd.
[New appointment]
Seconded to West Energy Solution Inc.
January 2012
Assistant General Manager, Solution
5
Yoshihisa Goto
Chugoku/Shikoku Business Dept.
(February 15, 1973)
Transferred to West Energy Solution Inc.
April 2015
Deputy General Manager, Solution West Japan
Business Dept.
Executive Officer, West Energy Solution Inc.
November 2018
Director, West Energy Solution Inc. (current
December 2020
position)
Director, West Electric Power Co., Inc. (current
August 2021
position)[Reason for nomination as candidate for Director]
As described in the above summary, since joining the Company, the candidate has served in key positions in thesales division. As a Director of subsidiaries, he plays an important role in the business strategy of the entire Group.
The Company proposes his election as a Director expecting him to further strengthen business execution forachieving the sustainable enhancement of its corporate value in the future.
April 1977
Joined Fukutoku Bank, Ltd.
November 1990 Joined Uno Accounting Office Co., Ltd.
March 1997
Registered as certified public tax accountant(Chugoku Certified Public Tax Accountants’[Reappointment]
Association)[Outside]
July 1998
Established Nakashima Kazuo Tax Accountant－
OfficeKazuo Nakashima
President (current position)(September 15, 1953)
July 2004
Audit & Supervisory Board Member, Koyo
Industries Co., Ltd. (current position)
November 2016 Outside Director, West Holdings Corporation(current position)[Attendance at Board of Directors meetings]
15/15 (100%)[Reason for nomination as candidate for Outside Director and expected roles]
As described in the above summary, the candidate has no experience of being directly involved in corporate
management, but is well versed in the art of a certified public tax accountant. In addition, as he serves as anadvisor to various companies, he has management acumen in corporate settings. In addition, having already served
5 years as an Outside Director of the Company, he has provided appropriate opinions from a fair and objective
standpoint. The Company proposes his reelection as an Outside Director expecting him to continue to provide
appropriate guidance in decision-making by the Board of Directors in the future as well.
January 2008

6

7

Number ofshares of theCompany held(Thousands)

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held(Thousands)

Registered as attorney-at-law (Tokyo Bar
Association)
Established Global Sogo Law Office
September 2008
[New appointment]
President and Managing Partner[Outside]Transferred registration (Miyazaki Bar
Association)－
Tomohiro Kurohara April 2017
Established Fukuoka Office of Global Sogo
(October 12, 1973)
Law Office
President (current position)
8
Transferred registration (Fukuoka Bar
Association)[Reason for nomination as candidate for Outside Director and expected roles]
As described in the above summary, the candidate has no experience of being directly involved in corporate
management, but has a wealth of experience and knowledge as an attorney-at-law. He is qualified to monitor
management independently from an objective standpoint that takes into consideration the corporation as a whole,including laws and regulations. The Company proposes his election as an Outside Director expecting him to bringabout improved transparency and strengthened supervisory functions of the Board of Directors.
Notes: 1. There are no special interests between the candidates and the Company.
2. Kazuo Nakashima and Tomohiro Kurohara are candidates for Outside Director.
The Company plans to designate them both as independent directors pursuant to the rules of theTokyo Stock Exchange and register them as such with the Exchange.
3. Kazuo Nakashima will have served as an Outside Director of the Company for 5 years at theconclusion of this Meeting.
4. Liability limitation agreement with Directors
To enable Directors (excluding executive Directors, etc.) to fully perform the roles expected ofthem, the Company has an agreement that allows them to be exempt from liability within thestatutory limit. The agreement limits Directors’ liability to 1 million yen or the minimum liability
amount stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. The
Company has entered into such an agreement with Kazuo Nakashima, and intends to extend theagreement with him when he is re-elected and appointed as Outside Director. In addition, if
Tomohiro Kurohara’s election is approved, the Company plans to enter into a similar liability
limitation agreement with him.
5. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This
insurance policy will cover any damages that may arise due to the insured Directors assuming
liability for the execution of their duties or receiving a claim in pursuit of such liability. Each of
the candidates will be insured under this insurance policy.
January 2007

-9-

Proposal 3:

Determination of Compensation for Granting Restricted Shares to Directors(Excluding Outside Directors)

At the 8th Annual General Shareholders’ Meeting held on November 26, 2013, the amount ofcompensation, etc. to the Company’s Directors was approved to be within 700 million yen per year
(excluding the salary portion for Directors serving concurrently as employees). With the objectives of
incentivizing Directors to sustainably increase the Company’s corporate value and to further promote
their sharing of value with shareholders, the Company requests approval to grant shares with restriction
on transfer to the Company’s Directors (excluding Outside Directors; hereinafter “Eligible Directors”) as
new compensation, separately from the above compensation framework.
There are currently 7 Directors (including 1 Outside Director), and if Proposal 2 is approved andresolved as proposed, there will be 8 Directors (including 2 Outside Directors).
Based on this proposal, the Eligible Directors shall receive issuance or disposal of the Company’scommon shares pursuant to a resolution of its Board of Directors. The total number of the Company’scommon shares to be issued or disposed of in this way shall not exceed 80,000 shares per year (however,in the event of a share split of the Company’s common shares (including gratis allotment of commonshares of the Company), a reverse share split, or other circumstances that require the adjustment of thetotal number of the Company’s common shares issued or disposed of as restricted shares, on or after the
day this proposal is approved and resolved, that total number of shares shall be adjusted within areasonable scope).
The total value of the Company’s common shares to be issued or disposed of for granting restricted
shares shall not exceed 400 million yen per year (when granting the restricted shares, common shares
will be issued or treasury shares will be disposed of as compensation, etc. for the Directors of theCompany, and the payment of cash in exchange for shares for subscription will not be required, provided,
the amount of the Eligible Directors’ compensation will be calculated based on the closing price percommon share of the Company on the Tokyo Stock Exchange on the business day immediately prior to
the date of each resolution by the Board of Directors (or the closing price on the most recent previous
trading date if no transactions are made on that day). In addition, in the case of issuing or disposing of theCompany’s common shares under this compensation plan, a portion of the shares will be referred to as
Type I Restricted Shares (share-based compensation as long-term incentives) and the remainder as TypeII Restricted Shares (share-based compensation as medium-term incentives), and separate agreements forallotment of restricted shares shall be entered into between the Company and the Eligible Directors withthe respective overview and details as below (hereinafter “Allotment Agreement I” for Type I Restricted
Shares and “Allotment Agreement II” for Type II Restricted Shares).
I. Type I Restricted Shares (share-based compensation as long-term incentives)(1) Eligible Directors shall not transfer, pledge, or otherwise dispose of (hereinafter “Transfer
Restriction I”) the Company’s common shares allotted to them under Allotment Agreement I(hereinafter “Allotted Shares I”) during the period from the date of delivery of the restricted shares
until the date that the Eligible Director ceases to hold the position of Director (excluding Outside
Directors) of the Company (however, in the event that the Eligible Director ceases to hold that
position within three months after the end of the fiscal year during which the restricted shares weredelivered, up to the date separately determined by the Board of Directors coming after three months
have elapsed from the end of that fiscal year) (hereinafter “Transfer Restriction Period I”).
(2) In the event that an Eligible Director ceases to hold the position set forth in (1) above prior to the
expiry of a period separately determined by the Company’s Board of Directors (hereinafter “Service
Provision Period”), the Company shall acquire, as a matter of course, the Allotted Shares I without- 10 -

(3)

(4)

(5)

(6)

(7)

consideration, except where there is a justifiable reason approved by the Company’s Board of
Directors.
On the condition that the Eligible Director has held the position set forth in (1) above continuously
for the Service Provision Period, the Company shall lift Transfer Restriction I on all Allotted Shares
I at the time Transfer Restriction Period I expires. However, in the event that the Eligible Director
ceases to hold the position set forth in (1) above prior to the expiry of the Service Provision Period
for a justifiable reason approved by the Board of Directors as set forth in (2) above, the Company
shall reasonably adjust as necessary the number of Allotted Shares I for which Transfer Restriction I
is to be lifted and the timing of lifting Transfer Restriction I.
The Company shall acquire, as a matter of course, any Allotted Shares I for which Transfer
Restriction I has not been lifted pursuant to the provisions of (3) above at the time of the expiry ofTransfer Restriction Period I.
In the event that, during Transfer Restriction Period I, organizational restructuring, etc. of theCompany, such as a merger agreement whereby the Company will be the non-surviving party, or ashare exchange agreement or share transfer plan under which the Company will become a whollyowned subsidiary, is approved at a general shareholders’ meeting of the Company (or by the Boardof Directors of the Company if approval of the general shareholders’ meeting of the Company is not
required for such organizational restructuring, etc.), pursuant to a resolution of the Board of
Directors, Transfer Restriction I shall be lifted for a reasonably determined number of Allotted
Shares I, prior to the effective date of the organizational restructuring, etc.
In cases as provided in (5) above, the Company shall acquire, as a matter of course, any Allotted
Shares I for which Transfer Restriction I still has not been lifted immediately after Transfer
Restriction I has been lifted pursuant to (5) above.
Methods of communication and notification under Allotment Agreement I, methods of amendmentof Allotment Agreement I, and other matters to be determined by the Board of Directors shall becontained in Allotment Agreement I.

II. Type II Restricted Shares (share-based compensation as medium-term incentives)(1) Eligible Directors shall not transfer, pledge, or otherwise dispose of (hereinafter “Transfer
Restriction II”) the Company’s common shares allotted to them under Allotment Agreement II(hereinafter “Allotted Shares II”; “Allotted Shares” when combined with Allotted Shares I) for aperiod of 5 years from the date of delivery of the restricted shares (hereinafter “Transfer Restriction
Period II”).
(2) In the event that an Eligible Director ceases to hold the position of Director (excluding Outside
Directors) of the Company prior to the expiry of Transfer Restriction Period II, the Company shallacquire, as a matter of course, the Allotted Shares II without consideration, except where there is ajustifiable reason approved by the Company’s Board of Directors.
(3) On the condition that the Eligible Director has held the position of Director (excluding Outside
Directors) of the Company continuously for Transfer Restriction Period II, the Company shall lift
Transfer Restriction II on all Allotted Shares II at the time Transfer Restriction Period II expires.
However, in the event that the Eligible Director ceases to hold the position set forth in (2) above
prior to the expiry of Transfer Restriction Period II for a justifiable reason approved by the Board of
Directors as set forth in (2) above, the Company shall reasonably adjust as necessary the number ofAllotted Shares II for which Transfer Restriction II is to be lifted and the timing of lifting Transfer
Restriction II.

- 11 -

(4) The Company shall acquire, as a matter of course, any Allotted Shares II for which Transfer
Restriction II has not been lifted pursuant to the provisions of (3) above at the time of the expiry ofTransfer Restriction Period II.
(5) In the event that, during Transfer Restriction Period II, organizational restructuring, etc. of theCompany, such as a merger agreement whereby the Company will be the non-surviving party, or ashare exchange agreement or share transfer plan under which the Company will become a whollyowned subsidiary, is approved at a general shareholders’ meeting of the Company (or by the Boardof Directors of the Company if approval of the general shareholders’ meeting of the Company is not
required for such organizational restructuring, etc.), pursuant to a resolution of the Board of
Directors, Transfer Restriction II shall be lifted for a reasonably determined number of Allotted
Shares II, prior to the effective date of the organizational restructuring, etc.
(6) In cases as provided in (5) above, the Company shall acquire, as a matter of course, any Allotted
Shares II for which Transfer Restriction II still has not been lifted immediately after Transfer
Restriction II has been lifted pursuant to (5) above.
(7) Methods of communication and notification under Allotment Agreement II, methods of amendmentof Allotment Agreement II, and other matters to be determined by the Board of Directors shall becontained in Allotment Agreement II.
At a meeting of the Board of Directors held on October 22, 2021, the Company revised its policy
concerning determination of the contents of individual Directors’ compensation, etc. to add nonmonetary compensation, subject to the approval of this proposal. The granting of the Allotted Shares
under this proposal is in line with that policy. In addition, as stated above, the amount to be paid in for
the Allotted Shares is within a scope that is not particularly advantageous, and the dilution rate isimmaterial. Accordingly, the Company deems that the granting of the Allotted Shares is reasonable.

- 12 -