Sinanen : Notice of Resolutions of the 90th Ordinary General Meeting of Shareholders （1,162KB）

Notice of the 90th

Ordinary General Meeting of

Shareholders

Date and time

Wednesday, June 26, 2024 at 10:00 a.m.

Location

Sumitomo Realty & Development

Tokyo Mita Garden Tower

BELLESALLE Mita Garden 2F,

3-5-19 Mita, Minato-ku, Tokyo

Deadline for exercising voting rights via the Internet

Complete entry by Tuesday, June 25, 2024 at 5:30 p.m.

Deadline for exercising voting rights in writing (by mail)

Arrive by Tuesday,

June 25, 2024 at 5:30 p.m.

Notice to shareholders

We will not be providing any souvenirs for shareholders attending the meeting.

We would appreciate your understanding.

Sinanen Holdings Co., Ltd.

Securities code: 8132

Contribute to realizing a comfortable life for all customers in their communities through energy and home & life services

Table of contents

Notice of the 90th Ordinary	2
General Meeting of Shareholders
Information on Exercising Voting Rights	4
Reference Materials for the General	7
Meeting of Shareholders
Business Report	19

To our shareholders

Thank you for your support of Sinanen Holdings Co., Ltd.

Please allow me to begin by expressing my deepest sympathies to the victims of the 2024 Noto earthquake, and I pray for the swift recovery of the affected areas.

It is with great pleasure that we deliver this Notice of the 90th Ordinary General Meeting of Shareholders (FY2023).

The Group commenced its third medium-term management plan from FY2023. However, in the electricity business, the gross profit fell significantly below the initial expectations, which greatly impacted our performance. I would like to deeply apologize to our shareholders for the results that fell short of their expectations.

We take this situation seriously, and we will proceed with a fundamental review of the electricity business, including business restructuring, going forward. Also, the decision was made to renew our management system to both clarify management responsibility and strongly implement business reforms to achieve a recovery in business performance. From now, the Company will work together as a group under the new management system with the aim of sustainable growth and improved corporate value.

We will continue to accelerate the strengthening of our management foundation and implement our growth strategy toward the 100th anniversary of our founding in FY2027, to achieve evolution into a comprehensive energy life creation group that contributes to achieving a decarbonized society, while contributing to the realization of comfortable homes and lifestyles for our customers.

I would like to take this opportunity to ask for your continued support.

President and CEO

Masaki Yamazaki

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	Securities code: 8132
	June 7, 2024
	(Start date for providing information in electronic format) June 3, 2024
To our shareholders	3-5-27 Mita, Minato-ku, Tokyo
	Sinanen Holdings Co., Ltd.
	President and CEO
	Masaki Yamazaki

Notice of the 90th Ordinary General Meeting of Shareholders

Thank you for your support of Sinanen Holdings Co., Ltd.

Notice is hereby given that the 90th Ordinary General Meeting of Shareholders of Sinanen Holdings Co., Ltd. (the "Company") will be held as follows.

The Company has provided information in electronic format for the convocation of this General Meeting of Shareholders, and the information provided in electronic format has been posted on the following websites.

The Company's website: https://sinanengroup.co.jp/en/ir/stock/report.html

In addition to the above website, the information provided in electronic format is also posted on the website of the Tokyo Stock Exchange. Please enter or search for "Sinanen Holdings" in the "Issue name (company name)" or our securities code "8132" in the "Code" and click "Search." Then, select "Basic information," "Documents for public inspection/PR information," and "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" to confirm the information.

TSE website (TSE Listed Company Information Service) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please review the Reference Materials for the General Meeting of Shareholders below and exercise your voting rights in accordance with the instructions on pages 4 through 6.

End

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			Details
1	Date and time	Wednesday, June 26, 2024 at 10:00 a.m.
2	Location	Sumitomo Realty & Development Tokyo Mita Garden Tower BELLESALLE Mita Garden 2F,
		3-5-19 Mita, Minato-ku, Tokyo
3	Purpose	Matters to be 1.	Business Report, Consolidated Financial Statements, and the results of
		reported	of the Consolidated Financial Statements by the Accounting Auditor and
			Audit/Supervisory Committee for the 90th term (from April 1, 2023 to M
			31, 2024)
		2. Non-Consolidated Financial Statements for the 90th term (from April 1, 2
			to March 31, 2024)
		Matters to be Proposal No. 1	Partial Amendments to the Articles of Incorporation
		resolved
		Proposal No. 2	Election of Five Directors (Excluding Directors Who
				Audit/Supervisory Committee Members)
		Proposal No. 3	Election of Four Directors Who Are Audit/Supervi
				Committee Members
		Proposal No. 4	Election of One Substitute Director Who Is an Audit/Supervi
				Committee Member
Matters to be decided upon convocation

• If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of any of the proposals, it will be treated as if you indicated your approval.
• If you exercise your voting rights both in writing (by mail) and via the Internet, etc., the vote via the Internet, etc. will be treated as valid.
• If you exercise your voting rights more than once via the Internet, etc., the last exercise of voting rights shall be treated as the valid exercise of voting rights.

End

◎For this General Meeting of Shareholders, regardless of whether or not a request for paper-based documents is made, the Company will uniformly send the shareholders paper-based documents that state the information to be provided in electronic format.

◎If there are any revisions to the information provided in electronic format, the revised information will be posted on the respective websites where the information is posted.

◎For the following information among the information provided in electronic format, we will not include them in the documents to be delivered to shareholders who have requested delivery of the documents pursuant to the provisions of laws and regulations and Article 16 of the Articles of Incorporation. Items (2) to (3) below have been audited by the Accounting Auditor.

1. "System for ensuring appropriate business operations" and "Outline of operation of the system for ensuring appropriate business operations" of the Business Report
2. Notes to the Consolidated Financial Statements
3. "Balance Sheet," "Statements of Income," "Statement of Changes in Equity," and "Notes to the Non-Consolidated Financial

Statements" of the Financial Statements

◎If you attend the meeting, please submit the voting form to the receptionist at the meeting.

The Company's website ▶▶▶ https://sinanengroup.co.jp/en/

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Information on Exercising Voting Rights

If you do not attend the General Meeting of Shareholders

Exercising voting rights in writing (by mail)

Deadline for	Arrive by Tuesday, June 25, 2024 at 5:30 p.m.
exercising
voting rights

Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it. If you do not indicate your approval or disapproval of any of the proposals, it will be treated as if you indicated your approval.

Exercising voting rights via the Internet

Deadline for	Complete entry by Tuesday, June 25, 2024 at 5:30 p.m.
exercising
voting rights

Please access the website for

exercising voting rights designated by the Company (https://soukai.mizuho-tb.co.jp/) (available in Japanese language only) and enter your approval or disapproval.

A QR code for smartphones is provided on the voting form (no need to enter your ID and password).

Please refer to the next page for details.

If you do attend the General Meeting of Shareholders

Date and time of the General Meeting of Shareholders

Wednesday, June 26, 2024 at 10:00 a.m. (reception desk opens at 9:30 a.m.)

Please submit the enclosed voting form to the receptionist at the meeting.

If you wish to exercise your voting rights by proxy, one other shareholder with voting rights may attend theGeneral Meeting of Shareholders as your proxy.

In this case, a letter of proxy must be submitted together with the voting form.

Handling of your vote

If you exercise your voting rights both in writing and via the Internet, the Internet vote will be treated as valid. If you exercise your voting rights more than once via the Internet, the last exercise of voting rights will be deemed valid.

(Reference) Institutional investors may use the platform for the electronic exercise of voting rights operated by ICJ, Inc.

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Exercising voting rights via the Internet

Deadline for

exercising

Complete entry by Tuesday, June 25, 2024 at 5:30 p.m.

How to read the login QR code

"Smart exercise"

You can log in to the website for exercising voting rights

without entering your voting code and password.

Please read the QR Code shown in the lower right corner of the voting form.

*QR Code is a registered trademark of DENSO WAVE INCORPORATED.

*The voting form is for reference purposes only.

Please follow the on-screen guidance and enter your approval or disapproval of the proposals.

You can exercise your voting rights only once with Smart exercise. If you wish to change your vote after exercising your voting rights, please access the PC website, enter your voting code and password indicated on the voting form, log in, and exercise your voting rights again.

*Please read the QR code again to move to the PC website.

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How to enter your voting code and password

Website for exercising voting rights	https://soukai.mizuho-tb.co.jp/
(available in Japanese language only)

Please access the website for exercising voting rights.

Please enter the voting code shown on the voting form.

Please enter the password shown on the voting form.

Please follow the on-screen guidance and enter your approval or disapproval of the proposals.

Click "Next."

Enter your voting code.

Click "Next."

Enter the initial password.

Please set a new password that you will actually use.

Click "Register."

*Screen shot is for reference purposes only.

Handling of password

• Passwords (including those changed by the shareholder) are valid only for this General Meeting of Shareholders. A new password will be issued for the next General Meeting of Shareholders.
• The password is a means of confirming the identity of the person casting the vote. The Company will not ask you for your password.
• If you make a mistake in entering your password more than a certain number of times, your password will be locked, and you will not be able to use it. If the password is locked, please follow the instructions on the screen.

Note

The cost of Internet connection is to be borne by the shareholder.

Although the operation of exercising voting rights via the Internet has been confirmed using general Internet connection devices, it may not be possible to use the Internet depending on the device used or its condition.

Inquiries regarding the	Stock Transfer Agency Department,				0120-768-524
exercise of voting	Mizuho Trust & Banking Co., Ltd.				(toll free within Japan)
rights via the Internet	Internet Help Dial	(Business hours: 9:00 - 21:00 except for
year-end and New Year holidays)

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Reference Materials for the General Meeting of Shareholders

Proposal No. 1Partial Amendments to the Articles of Incorporation

1. Reason for proposal

We have constructed a new headquarters building to provide employees with a place where they can achieve environmental symbiosis, work in comfort, and communicate freely in "Shinagawa" where the Company was founded. Therefore, the address of the head office defined in Article 3 of the current Articles of Incorporation (Head Office) will change from "Minato-ku, Tokyo" to "Shinagawa-ku, Tokyo." The change will be effective as of July 29, 2024, the scheduled date of the relocation of the head office, and a supplementary provision to that effect will be added, and the supplementary provision will be deleted after the effective date of the change.

2. Description of change

The details of the change are as follows.

(Underlines indicate changes.)

Current Articles of Incorporation

Proposed change

Article 3 (Head Office)	Article 3 (Head Office)
The head office of the Company is located in	The head office of the Company is located in
Minato-ku, Tokyo.	Shinagawa-ku, Tokyo.
	(Supplementary provisions)
(New)	Article 2 (Transitional measures concerning address
	of head office)
	The change to Article 3 (Head Office) of the Articles of
	Incorporation shall be effective as of July 29, 2024.
	This Article will be deleted after the effective date of
	the head office relocation.

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Proposal No. 2Election of Five Directors (Excluding Directors Who Are

Audit/Supervisory Committee Members)

The terms of office of all four Directors (excluding Directors who are Audit/Supervisory Committee Members), Masaki Yamazaki, Naoki Shimizu, Kenji Madokoro, and Miwa Mitsuhashi will expire at the conclusion of this General Meeting of Shareholders. Therefore, in order to strengthen the management structure, the Company proposes to increase the number of Directors by one and to elect five Directors.

In addition, the Audit/Supervisory Committee considered the election of Directors from the viewpoints of each candidate's qualifications, the effectiveness of the Board of Directors as a whole, and the enhancement of corporate value, and has determined that it is appropriate to nominate each candidate as a Director.

The candidates for Director are as follows.

Candidate No.

1

Masaki Yamazaki

Reelection

Born on January 19, 1955
Number of the Company's shares held	5,900 shares

Brief personal history, positions, responsibilities, and important concurrent positions
April 1979	Joined AIU Insurance Company, Ltd. (currently AIG December	Vice President & Representative Director of Vale,
	General Insurance Company, Ltd.)	2012	Japan Limited
January 1996	Joined Walt Disney Enterprise, Japan	June 2016	Outside Director and Audit/Supervisory Committee
	(currently The Walt Disney Company (Japan) Ltd.)		Member (Full-time) of the Company
	Finance Director	June 2018	Deputy President and Officer in Charge of Planning
January 2001	Joined Electronic Arts, Japan		of the Company
	CFO, Vice President	June 2019	President and CEO of the Company (present
April 2004	Joined Vale, Japan Limited		position)
	Director, Responsible for finance and business
	management

Reason for nomination as candidate for Director

Since assuming the position of President and CEO of the Company in June 2019, Masaki Yamazaki has been directing the management of the entire Group, tackling management issues with strong leadership, and otherwise ensuring the sustainable growth of the entire Group. The Company believes that his management skills will support the new management structure and contribute to the sustainable growth of the Group and increase its corporate value and has therefore continued to nominate him as a candidatefor Director.

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Candidate No.

2

Taro Nakagome

New

election

Born on April 9, 1973
Number of the Company's shares held	1,600 shares

Brief personal history, positions, responsibilities, and important concurrent positions
April 1997	Joined the Company	June 2020	President and CEO of Takara Building Maintenance
February 2012	President and CEO of Indess Co., Ltd.		Co., Ltd., President and CEO of Indess Co., Ltd., and
April 2020	President and CEO of Indess Co., Ltd. and President		President and CEO of U-Techs Co., Ltd.
June 2021	President and CEO of Takara Building Maintenance
	and CEO of U-Techs Co., Ltd.		Co., Ltd.
		October 2023	President and CEO of Sinanen Axia Co., Ltd.
			(present position)

Reason for nomination as candidate for Director

Taro Nakagome achieved excellent results in the sales department and contributed significantly to the expansion of the oil and gas business since joining the Company in 1997. After assuming the position of President and CEO of Indess Co., Ltd. in 2012, he used his strong leadership skills to rebuild the business in terms of its performance, and grew Indess Co., Ltd. with his ability to execute quickly according to the situation. In October 2023, he launched Sinanen Axia Co., Ltd. by leading and organizing the building maintenance and management business and has built the foundations to redevelop our domestic business base and strengthen our retail service strategies in the future. Furthermore, in our succession plan established to select successors of management positions in the Company, he was selected based on external training and other factors from over 40 people during a period of six years in the past, and after being evaluated by several outside lecturers he was selected based on a recommendation from the voluntary Nominating and Compensation Committee. The Company believes that this experience and track record will contribute to thesustainable growth of the Group and increase its corporate value and has therefore nominated him as a new candidate for Director.

Candidate No.

3

Miwa Mitsuhashi

Reelection

Born on September 16, 1973
Number of the Company's shares held	2,600 shares

Brief personal history, positions, responsibilities, and important concurrent positions

April 1996	Joined the Company	June 2023	Director and CCO of the Company (present position)
April 2019	President and CEO of Sinanen Mobility Plus Co., Ltd.

Reason for nomination as candidate for Director

Miwa Mitsuhashi became the first president of Sinanen Mobility Plus Co., Ltd., which provides bicycle sharing services, a new business, in 2019, and has developed the company into one of the leading bicycle sharing business operators in Japan by emphasizing data-drivenapproach and building strong partnerships with local governments and partners to revitalize regions and create excitement to enhance service quality. The Company believes that her management skills will contribute to the sustainablegrowth of the Group and increase its corporate value and has therefore continued to nominate her as a candidate for Director.

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