Sugi Holdings Co., Ltd.TSE: 7649

Notice of the 43rd ordinary general meeting of shareholders

· Issued by Sugi Holdings Co., Ltd.


43rd

Ordinary General Meeting of Shareholders Convocation Notice

Date and Time

Tuesday, May 27, 2025

Table of Contents

From 10:00 a.m. (Reception starts at 9:00 a.m.)

Venue

Grand Hall,

Kariya Cultural Center Iris,

Events on the day of the General Meeting of Shareholders

On the day of the ordinary general meeting, we will set up a Sugi Pharmacy app consultation booth and a Sugi Sunya introduction booth. Please feel free to join us.

2-104 Wakamatsu-cho, Kariya City, Aichi Prefecture

Convocation Notice ························ 1

Reference Documents for the General 5 Meeting of Shareholders··················· Business Report 17

Consolidated Financial Statements 34

Non-consolidated Financial Statements · 37

Audit Report 40

Souvenir for attendees

Shareholders who attend the General Meeting of Shareholders will be presented with a souvenir in exchange of their attendance ticket after the Meeting.

Please note that each attending shareholder will be presented with one souvenir regardless of the number of Voting Rights Exercise Forms he/she brings.

Thank you for your understanding in advance.



Sugi Holdings Co., Ltd. Securities Code: 7649

Dear Shareholders:

Securities Code: 7649

May 12, 2025

(Information provided electronically from May 1,

2025)

1-8-4 Mikawa Anjo-cho, Anjo City, Aichi Prefecture, Japan

SUGI Holdings Co., Ltd.

Representative Director & President

Katsunori Sugiura

NOTICE OF THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

We have the pleasure of informing you that the 43rd Ordinary General Meeting of Shareholders (the "Meeting") of Sugi Holdings Co., Ltd. (the "Company") will be held as described below.



To convoke this General Meeting of Shareholders, we have provided the information contained in the Reference Documents for the General Meeting of Shareholders and other related documents in an electronic format. The information is available as a PDF document titled "NOTICE OF THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS" posted on the Company's website. Please access the website below to confirm the information.

[Sugi Holdings' website] https://w.ww.sugi-hd.co.jp/

(Please access the above website, select [IR] > [IR News] from the menu bar, and click on [NOTICE OF THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS].)



[Website on which Reference Documents for the General Meeting of Shareholders are available] https://d.sokai.jp/7649/teiji/



In addition to the above, the information is also available on the Tokyo Stock Exchange (TSE) website. [TSE website ("東証上場会社情報サービス" [TSE Listed Company Information Service)]

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please access the web page above and enter "Sugi Holdings" in the "銘柄名(会社名) (Company Name)" field or "7649" in the "コード (Code)" field to display the Company's page. On the page displayed, click on [基本情報 (Basic Information)] (the yellow button) > [縦覧書類/PR情報 (Public Documents/PR Information)] (the button at the center) > the yellow button at the top under "株主総会招集通知/株主総会資料(Convocation Notice of the General Meeting of Shareholders/Documents for the General Meeting of Shareholders).")

If you are unable to attend the Meeting in person, you may exercise your voting rights by post or online. Please exercise your voting rights by 6:00 p.m. on Monday, May 26, 2025. (Refer to pages 3 and 4 for how to exercise your voting rights by post or online.)

Sincerely yours,

Details

  1. Date and Time From 10:00 a.m. (Reception starts at 9:00 a.m.) on Tuesday, May 27, 2025

  2. Venue Grand Hall, Kariya Cultural Center Iris, 2-104 Wakamatsu-cho, Kariya City, Aichi Prefecture

  3. Meeting Agenda

    Matters to be reported:

    Proposals to be resolved:

    1. Business Report, Consolidated Financial Statements for the Company's 43rd Fiscal Year (March 1, 2024 to February 28, 2025), and the results of an audit by the Accounting Auditors and the Board of Auditors of the Consolidated Financial Statements

    2. Non-consolidated Financial Statements for the Company's 43rd Fiscal Year (March 1, 2024 to February 28, 2025).

    Proposal Election of Seven (7) Directors (See pages 5 to 13.)

  4. Company's Decisions on Convoking the Meeting

    1. The Company has decided that, if a shareholder neither votes for nor against a particular proposal in the Voting Rights Exercise Form, the shareholder be treated as expressing his/her intention to vote for the proposal.

    2. If you exercise your voting rights both by post and online, the vote you cast online will be considered valid. In addition, if you exercise your voting rights online multiple times, only your last vote will be considered valid.

      For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting. Also, please bring this Notice with you as a Meeting material.

      If any items of Meeting information provided electronically are corrected, the fact of correction will be stated on the websites shown on page 1, with corrections shown together with the relevant parts before correction.

      Of the items of Meeting information provided electronically, the following items are not included in this Notice in accordance with the laws and Article 18, Paragraph 2 of the Company's Articles of Incorporation.

      • "System for ensuring the appropriateness of business operations, an overview of the operation status of said system, the policy on the determination of dividends of surplus, and the basic policy on corporate control" in the Business Report

      • "Tables of explanatory notes on consolidated financial statements" in the Consolidated Financial Statements

      • "Tables of explanatory notes on non-consolidated financial statements" in the Non-consolidated Financial Statements These items are part of the Consolidated Financial Statements and the Non-consolidated Financial Statements that the accounting auditor audited when preparing an accounting audit report. They are also part of the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements that the company auditors audited when preparing an audit report.

Voting at the Meeting venue

Submit your Voting Rights Exercise Form at the reception desk at the venue.

Date and Time

Tuesday, May 27, 2025

10:00 a.m. (Reception starts at 9:00 a.m.)



How to Exercise Your Voting Rights

Shareholders have important rights to cast votes at the General Meeting of Shareholders.

You are kindly requested to review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

There are the following three ways to exercise your voting rights:

Voting by post

Fill in the printed Voting Rights Exercise Form to indicate whether you vote for or against each proposal, and post it. You do not have to affix a postal stamp.

Deadline

Monday, May 26, 2025

6:00 p.m.

Voting online

Follow the instructions on the next page and make online entry to indicate whether you vote for or against each proposal.

Deadline

Monday, May 26, 2025

6:00 p.m.



How to fill in the Voting Rights Exercise Form



If you exercise your voting rights both by post and online, the vote you cast online will be treated as valid. In addition, if you exercise your voting rights multiple times online, only your final vote will be treated as valid.

How to exercise your voting rights online



Institutional investors can use the electronic voting platform for institutional investors operated by ICJ, Inc.