Kamigumi : Notice of Convocation of the 84th Ordinary General Meeting of Shareholders(Hold on June.29.2023)

Note: This translation is an English translation of the original Notice of Convocation of the 84th Ordinary General Meeting of Shareholders in Japanese. In the event of any discrepancy, the original Japanese version shall prevail.

To Shareholders:

Ticker Code: 9364

June 7, 2023

Kamigumi Co., Ltd.

4-1-11,Hamabe-dori,Chuo-ku, Kobe

Notice of Convocation of the 84th Ordinary General Meeting

of Shareholders of Kamigumi Co., Ltd.

We are pleased to inform you that the 84th Ordinary General Meeting of Shareholders will be held as stated below. When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters subject to electronic provision measures) in electronic format, and posts it on the following websites. Please access one of them to review the information.

[The company's website] https://www.kamigumi.co.jp/english/ir/shareholders/

[Website for the Informational Materials for a General Shareholders Meeting] https://d.sokai.jp/9364/teiji/ (in Japanese)

[TSE website (Listed Company Search)*] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in Japanese)

*(Access the TSE website by using the internet address shown above, enter "Kamigumi" in "Issue name (company name)" or the Company's ticker code "9364" in "Code," and click "Search." Then, select "Basic information" and "Documents for public inspection/PR information" in sequence. Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

If you are unable to attend the meeting, please study the attached Reference Documents for the General Meeting of Shareholders for the 84th Ordinary General Meeting of Shareholders and review the "Guide for Exercising Voting Rights" described on pages 18 and then exercise your voting rights via the Internet, etc. or in writing by 5 p.m. on Wednesday, June 28, 2023.

Yours faithfully,

Yoshihiro Fukai

President & Representative Director

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		Details
1.	Date and Time:	June 29, 2023, Thursday, at 10:00 a.m.
2.	Place:	Hotel Okura Kobe,
		Heian Room on 1st Floor,
		2-1,Hatoba-cho,Chuo-ku, Kobe

1. Agenda:
   Matters to be Reported:
   Item 1. Report on the Business Report, Consolidated Financial Statements, and Non-Consolidated
2. 
   Financial Statements for the 84th fiscal term (April 1, 2022 - March 31, 2023)

   Item 2. Report of the audit of the consolidated financial statements by the Independent Auditors and the Audit & Supervisory Board for the 84th fiscal term (April 1, 2022 - March 31, 2023)

   Matters to be Resolved:

   Item 1. Appropriation of Surplus

   Item 2. Partial Amendments of the Articles of Incorporation

   Item 3. Election of Eight (8) Directors

   Item 4. Election of One (1) Substitute Audit & Supervisory Board Member

3. Determination for Convocation
   Please refer to [Guide for Exercising Voting Rights] (page 18).
4. 1. When you attend the Meeting, please kindly submit the enclosed voting rights exercise form at the reception desk.
   2. If revisions to the matters subject to electronic provision measures arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the websites listed on the previous page.
   3. For this year's Meeting of Shareholders, paper-based documents stating matters subject to electronic provision measures will be delivered to all shareholders regardless of whether they have made a request for delivery of such documents. However, among the matters subject to electronic provision measures, the following is excluded from the documents in accordance with the provisions of the laws and regulations and Paragraph 2 of Article 17 of the Articles of Incorporation of the Company.
   4. 1. "Framework to secure appropriateness of operations"
      2. "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements"
      3. "Non-ConsolidatedStatements of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements" Therefore, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the documents are a part of those which have been audited by Independent Auditors and audit & supervisory board members when creating the Independent Auditors' Report and the Report of the Audit & Supervisory Board, respectively.

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Reference Documents for the General Meeting of Shareholders

Matters for Resolution and Reference

Item 1. Appropriation of Surplus

We propose to appropriate surplus as follows: Items on term-end dividend

Based on our policy on distributing profit to shareholders, the Company proposes to pay a fiscal term-end dividend of ¥50.0 per share for the fiscal term under review, targeted at a consolidated dividend payout ratio of 40%.

Accordingly, full-year dividends including a mid-term dividend of ¥40.0 per share will amount to ¥90.0 per share, which is a ¥17.0 increase from a year earlier.

1. Type of dividend property: money
2. Allotment of dividend property and its total amount ¥50.0 per common share of the Company
   In this case, the total dividend amount is ¥5,503,478,750.
3. Effective date of dividends from surplus June 30, 2023

Policy on Shareholder Returns

The Company aims to sustainably improve corporate value while considering the optimal capital structure. Our basic policy is to continue stably distributing profit to shareholders after securing internal reserves for growth investment in order to expand profits and strengthen our corporate base. The Company treats dividends as the basis for shareholder returns and determines such payment based on the targeted consolidated dividend payout ratio. The Company, in addition to that, may also purchase treasury stock if that is judged to be necessary and appropriate after considering the state of cash flow, capital efficiency and other pertinent matters.

In order to further enhance shareholder returns and improve capital efficiency, during the medium- term management plan currently underway (the final year being the fiscal term ending March 31, 2025), the Company will distribute profits to shareholders with a consolidated dividend payout ratio of 40% and a total return payout ratio of 90%.

(Reference: Trends of Dividends and Consolidated Dividend Payout Ratio)

					84th Fiscal Term	(Yen)
	80th Fiscal Term	81st Fiscal Term	82nd Fiscal Term	83rd Fiscal Term	85th Fiscal Term
	(fiscal term	(forecast)
					under review)
Mid-term dividend	22.0	23.0	23.0	27.0	40.0	45.0
Term-end dividend	23.0	23.0	27.0	46.0	50.0	45.0
Full-year dividend	45.0	46.0	50.0	73.0	90.0	90.0
Payout ratio	29.6%	29.7%	32.7%	40.5%	40.8%	40.9%

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Item 2. Partial Amendments of the Articles of Incorporation

1. Reasoning for Amendments

1. In order to pursue the "separation of management and execution" through improving the efficiency of the Board of Directors and delegating authority to executive officers, etc., aiming at achieving further corporate growth, it was resolved to revise the corporate governance structure of the Company at the meeting of the Board of Directors held on February 10, 2023. As part of the above measure, following a significant change in the management system from April 1, 2023, which includes enhancing the executive officer system and optimizing the structure of the Board of Directors, the Articles of Incorporation of the Company are being amended as below.

(1) New establishment of provisions for executive officers

In addition to the existing employed executive officers, a system of "delegated executive officers" with managerial responsibility is established, and their authorities are delegated from the Board of Directors. They take the role of business execution to achieve strategic goals with large authority and responsibility.

Following this enhancement of the executive officer system, the Articles of Incorporation are being amended to formally stipulate provisions for executive officers.

In addition, election of the president from executive officers is being made possible, thus enabling the agile formulation and transition of the management system.

(2) Amendments to the provisions for directors with titles

In accordance with the above enhancement of the executive officer system, existing duties and ranks of directors and executive officers, which previously had some duplication, are being sorted out, limiting the duties and ranks for directors only to the chairman and the president. Following this revision, provisions for directors with titles are being amended.

2. Furthermore, in accordance with the above changes, necessary amendments are being made as follows.

1. Amendment to the provisions for the convener and the chairman of the Board of Directors In order to ensure a flexible management of the meetings of the Board of Directors, the existing Articles of Incorporation are being amended and enable other directors than the chairman to convene and chair the meetings of the Board of Directors.
2. Amendment to the provisions for the minutes of the meetings of the Board of Directors and the Audit & Supervisory Board

In order to enable computerization of the minutes of the meetings of the Board of Directors and the Audit & Supervisory Board, the Articles of Incorporation are being amended to refer to electronic signatures for the minutes in the related provisions.

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2. Details of Amendments

The details of amendments are as follows:

Current Provisions of Articles

Article 1 to Article 20. (Omitted)

CHAPTER IV. DIRECTORS ANDAUDIT &

SUPERVISORY BOARD MEMBERS

Article 21 to Article 24. (Omitted) (Directors with Titles)

Article 25. The Board ofDirectors may, by its resolution, elect one (1) Chairman, one (1) President, one (1) Vice- President, and one (1) or more Senior Managing Directors and Managing Directorsfrom among the Directors.

(Duties of Directors with Titles) Article 26.

1. The Chairman shall administer overall affairs of the Company.

1. The President shall execute and preside over general affairs of the Company.
2. The Vice-President, Senior Managing Directors and Managing Directors shall assist the President. In the event that the position of President is vacant or the President is unable to execute his or her duties owing to extraordinary circumstances, one of them shall serve as substitute, in accordance with an order previously determined by the Board of Directors.

(Newly established)

(Proposed amendments are underlined.) Proposed Amendments

Article 1 to Article 20. (Unchanged)

CHAPTER IV. DIRECTORS,AUDIT & SUPERVISORY BOARD MEMBERS and Executive Officers

Article 21 to Article 24. (Unchanged) (Directors with Titles)

Article 25. The Board of Directors may, by itsresolution, elect one (1) Chairman and one (1) President from among the Directors.

(Delated)

(Executive Officers and Executive Officers with titles)

Article 26.

1. The Board of Directors may, by its resolution, elect Executive Officers and assign the execution of a portion of the Company's operations to them.

2. The Board of Directors may, by its resolution, elect one (1) President from among the Executive Officers, and may elect Executive Officers with titles.

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