Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Stock Exchange Code 4709) June 1, 2023 (Start date of measures for electronic provision: May 31, 2023)

To Shareholders with Voting Rights:

Masaki Funakoshi

President and Representative Director

ID Holdings Corporation

12-1,Goban-cho,Chiyoda-ku, Tokyo

NOTICE OF

THE 55th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We hereby notify of the 55th Annual General Meeting of Shareholders of ID Holdings Corporation (the "Company"). The meeting will be held as described below.

For the convocation of this General Meeting of Shareholders, the Company has taken measures for the electronic provision of the information contained in the Reference Materials for the General Meeting of Shareholders, etc. (matters for electronic provision), and has posted them to the following websites on the Internet. Please access one of the websites and confirm the contents of the notice.

Company website: https://www.idnet-hd.co.jp/english/ir/stockholder.html

Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Access the above TSE website, enter "ID Holdings" in the "Issue name (company name)" field or the stock exchange code "4709" in the "Code" field and click on Search. Select "Basic Information" and then "Documents for Public Inspection/PR Information," and check the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" section.

Please note that if you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or by mail. In this case, please exercise your voting rights by 5:30 p.m. on Thursday, June 22, 2023 (Japan time).

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1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. Japan time

2. Place:

Room Fuji Higashi no Ma on the fourth floor, Hotel Grand Arc Hanzomon

1-1,Hayabusa-cho,Chiyoda-ku, Tokyo

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

55th Fiscal Year (April 1, 2022 to March 31, 2023) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 55th Fiscal Year (April 1, 2022 to March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of 6 Directors

Proposal 4: Election of 2 Auditors

4. Decisions Regarding this Convocation

    • If you exercise your voting rights both via the Internet and by mail, the vote exercised via the Internet shall be deemed valid. If you exercise your voting rights more than once via the Internet, the last vote exercised shall be deemed valid.
    • If you do not indicate your approval or disapproval of any of the proposals on the voting form that you have returned, we will assume that you have indicated your approval of the proposal.
  • If any revisions are made to the matters for electronic provision, we will post a statement to that effect

along with the items before and after the revision on the Company's website and on the TSE website on the Internet.

  • The following items are not included in the accompanying "Business Report" (paper copy) as they are posted on the Company's website in accordance with laws and regulations and Article 16, Paragraph 2 of the Company's Articles of Incorporation:
  • "Status of Shares" section: "Shares granted to the Company's officers during the fiscal year" and "Other important matters concerning shares"
  • "Matters Concerning the Company's Share Options"
  • "Matters Concerning Company Officers" section: "Overview of the content of liability limitation agreements" and "Overview of the content of indemnity agreements"
  • "Matters regarding directors and officers liability insurance agreements"
  • "Company's Structure and Policies" section: "Systems to Ensure the Appropriateness of Operations and the Operational Status of That System," "Basic Policy Regarding Control of the Company," and "Policy on the Determination of Dividends of Surplus, etc."
  • "Status of Accounting Auditors" section: "Overview of the content of liability limitation agreements" and "Overview of the content of indemnity agreements"
  • "Consolidated Financial Statements" section: "Consolidated Statement of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements"
  • "Non-consolidatedFinancial Statements" section: "Statement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements"

These items are part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor when preparing the accounting audit report, as well as part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Auditors when preparing the audit report.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

The Company proposes appropriating surplus as follows.

The Company considers the return of profits to shareholders to be one of the chief management priorities. The Company is making every effort to secure a strong business foundation and improve revenue stability and return on equity. Accordingly, the Company's basic policy is to maintain appropriate distributions of profits based on business results.

Considering factors including the business results of the fiscal year under review and future business development, the Company proposes paying a year-end dividend for the 55th fiscal year as below:

  1. Type of dividend property Cash
  2. Items related to the allocation of dividend property and its total amount 25 yen per share of the Company's common stock.
    Total amount: 426,187,575 yen

As the Company paid an interim dividend of 20 yen per share, the annual dividend for the fiscal year under review will be 45 yen per share.

3. Effective date of dividend June 26, 2023

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Proposal 2: Partial Amendments to the Articles of Incorporation

  1. Reasons for amendments
  1. To clarify the functions and responsibilities of Directors, Article 22 (Representative Directors and Executive Directors) of the current Articles of Incorporation will be amended to include a provision that the Board of Directors may select a "Group Chief Executive Officer" from among the Directors.
  2. In response to the diversification of the business operations of the Company and its subsidiaries, an additional purpose item will be added to Article 2 (Purpose) of the current Articles of Incorporation, and the numbering will be adjusted accordingly due to the establishment of the new clause.
  3. Article 2 (Purpose) of the current Articles of Incorporation will be amended to correct a typographical error.
  1. Details of amendments

The details of the amendments are as follows.

(Amended parts are underlined.)

Current Articles of Incorporation

Proposed Amendments

Article 1 Article 1

(Purpose)

(Purpose)

Article 2 Article 2
(1) through (6) (1) through (6)

(7) The non-life insurance agency business, the

(7) The non-life insurance agency business, the

insurance agency business based on the Act on

insurance agency business based on the Act on

InsuringCompensation for Automobile

SecuringCompensation for Automobile

Accidents, as well as the solicitation of life

Accidents, as well as the solicitation of life

insurance

insurance

(8) to (9) (8) to (9)

(10) Management, planning, and design of

(10)

restaurants and retail stores

(11)
Article 3 through Article 21 Article 3 through Article 21

(Representative Directors andExecutive Directors)

(Representative Directors,Executive Directors, and

Group Chief Executive Officer)

Article 22 Article 22
2. 2.

3.

The Board of Directors may appoint one

Group Chief Executive Officer by resolution.

Article 23 through Article 43 Article 23 through Article 43

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Proposal 3: Election of 6 Directors

The terms of office of all the six (6) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the Company proposes appointing six (6) Directors.

The candidates for Directors are as follows:

Attendance at

No.

Name

Current positions and responsibilities

the Board of

at the Company

Directors

meetings

1

Masaki Funakoshi

[Reappointment]

President and Representative Director

100%

(13/13)

2

Toshio Yamakawa

[Reappointment]

Executive Vice President and Representative

100%

Director

(13/13)

3

Kaori Takahashi

[New candidate]

Executive Corporate Officer in charge of

-%

Corporate Sustainability Management Department

(-/-)

[Reappointment]

100%

4

Aya Nakamura

[Outside]

Outside Director

(13/13)

[Independent]

[Reappointment]

100%

5

Rieko Nishikawa

[Outside]

Outside Director

(13/13)

[Independent]

[New candidate]

-%

6

Hisashi Shirahata

[Outside]

(-/-)

[Independent]

(General notes on the Proposal 3)

  1. There are no special interests between each of the candidates and the Company.
  2. The Company does not have an indemnity agreement with each candidate as provided for in Article 430-2, Paragraph 1 of the Companies Act and it does not plan to enter into it with them.
  3. Pursuant to Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a directors' and officers' liability insurance agreement (D&O Insurance) with an insurance company to cover damages incurred by the insured in a lawsuit on behalf of shareholders, lawsuits filed by third parties, and/or corporate lawsuits. If the election of each candidate is approved, all candidates will be insured under the D&O Insurance. The Company will renew the D&O Insurance under the same terms and conditions at the time of renewal. The insurance premiums are fully paid by the Company.

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ID - Information Development Co. Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 01:03:16 UTC.