Sanix Incorporated : Notice of the 46th Annual General Meeting of Shareholders

Note: This document has been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities code: 4651) June 7, 2024 (Date of commencing measures for electronic provision: June 5, 2024)

To Shareholders with Voting Rights:

Hiroshi Munemasa

President and CEO

SANIX INCORPORATED

2-1-23, Hakataeki Higashi,

Hakata-ku, Fukuoka, Japan

Notice of the 46th Annual General Meeting of Shareholders

You are cordially notified of the 46th Annual General Meeting of Shareholders (the "Meeting") of SANIX INCORPORATED (the "Company"), which will be held for the purposes described below.

In convening this Meeting, the Company has taken measures for electronic provision. Matters for which measures for electronic provision have been taken are posted on the following website.

The Company's website: https://sanix.jp/ir/sokai.php

In addition to the website above, the matters are also posted on the following websites.

Tokyo Stock Exchange website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

Please access the website above, enter "SANIX" into the Issue name or "4651" into the Code, and click the Search button to search for the Company. Then, please select "Basic information," "Documents for public inspection/PR information" and "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting."

Other posted website Net de Shoshu: https://s.srdb.jp/4651/

If you are not attending the Meeting, you may exercise your voting rights in advance via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m., Wednesday, June 26, 2024 (JST).

1. Date and time:Thursday, June 27, 2024 at 10:00 a.m. (JST) (Doors will open at 9:00 a.m.)

2. Venue:	Banquet hall "Tsukushi," Main Building 3F, Hotel Nikko
	Fukuoka, located at 2-18-25, Hakata Eki-mae,Hakata-ku,
	Fukuoka, Japan

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3. Meeting Agenda:

Matters to be reported: 1. Business Report and Consolidated Financial Statements

	for the 46th Fiscal Year (April 1, 2023 to March 31,
	2024), and results of audits of Consolidated Financial
	Statements by the Accounting Auditor and the Audit and
	Supervisory Committee
	2. Non-consolidated Financial Statements for the 46th
	Fiscal Year (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1:	Reduction of Share Capital and Appropriation of Surplus
Proposal 2:	Partial Amendments to the Articles of Incorporation
Proposal 3:	Election of 6 Directors (Excluding Directors Who Are Audit
Proposal 4:	and Supervisory Committee Members)
Election of 2 Directors Who Are Audit and Supervisory
	Committee Members

4. Matters resolved in convening the Meeting:

1. If a shareholder exercises the voting rights both in writing (by postal mail) and via the Internet, the vote via the Internet shall be deemed valid, regardless of their arrival date and time.
   If a shareholder exercises the voting rights more than once via the Internet, the vote exercised last shall be deemed valid.
2. If a shareholder exercises the voting rights in writing (by postal mail) and neither approval nor disapproval of each proposal is indicated in the Voting Rights Exercise Form, it shall be deemed a vote of approval.
3. If attending the Meeting by proxy, please designate as a proxy another shareholder of the Company who may exercise the voting rights, and have the proxy submit a written proof of his/her right of proxy at the reception on the day of the Meeting.

• If you attend the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
• Any revisions to the matters for which measures for electronic provision have been taken will be posted on each website where those matters are posted.
• Of the matters for which measures for electronic provision have been taken, the following matters are not included in the paper copy to be sent to shareholders who have requested it, pursuant to laws and regulations as well as the provisions of Article 14 of the Company's Articles of Incorporation. Accordingly, the paper copy to be sent to shareholders who have requested it is a part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their audit reports.
• 1. "Systems to Ensure the Appropriateness of Operations and the Operational Status of Such Systems" of the Business Report
  2. "Consolidated Statements of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements
  3. "Non-consolidatedStatements of Changes in Net Assets" and "Notes to the Non- consolidated Financial Statements" of the Non-consolidated Financial Statements

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Reduction of Share Capital and Appropriation of Surplus

In order to compensate for the deficit and ensure mobility in future capital policies, the Company will reduce the amount of its share capital and make the appropriation of its other capital surplus in accordance with the provisions of Article 447, Paragraph 1 and Article 452 of the Companies Act. With this, the Company will improve the soundness of its financial position and ensure flexibility and mobility in its future capital policies.

Since there will be no change in the total number of issued shares or the amount of net assets of the Company, there will be no impact on the number of shares held by shareholders or the net asset value per share.

1. Details of the reduction in the amount of share capital

1. Amount of capital to be reduced
   Of the capital stock amount of 14,041,834,640 yen, 9,836,447,281 yen will be reduced and the

entire amount of capital to be reduced will be transferred to other capital surplus. The capital stock amount after the reduction will be 4,205,387,359 yen.

1. Method of reducing the amount of capital
   As capital will be reduced without compensation, there will be no change in the total number of

issued shares and the entire amount of capital to be reduced will be transferred to other capital surplus.

1. Effective date of the capital reduction September 2, 2024 (plan)

2. Details of appropriation of surplus

Provided that the reduction in the amount of share capital takes effect as described in 1. above, the

amount necessary to compensate for the deficit will be reduced from other capital surplus and transferred to retained earnings brought forward to cover the deficit.

(1)	Item of surplus to be reduced and its amount
	Other capital surplus	9,836,447,281 yen
(2)	Item of surplus to be increased and its amount
	Retained earnings brought forward	9,836,447,281 yen

3. Timeline

1. Date of invitation for creditors' objections July 16, 2024 (plan)

(2)	Final date for creditors' objections	August 19, 2024 (plan)
(3)	Effective date	September 2, 2024 (plan)

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

1. Change of trade name and purposes
   Effective April 1, 2025 (plan), the Company will transition to a holding company structure. With this, our trade name will be changed to KABUSHIKI KAISHA SANIX HOLDINGS (SANIX HOLDINGS INCORPORATED in English) and its business purposes will be revised to align with our operations following the transition to the holding company structure.
   The changes of trade name and purposes shall take effect on the effective date of the incorporation- type company split (planned for April 1, 2025), contingent upon the successful implementation of the incorporation-type company split in accordance with the Company's incorporation-type company split plan (scheduled for October 1, 2024).
2. Change of number of directors
   For the purpose of ensuring swift and sound decision-making at the Board of Directors meetings, the number of Directors will be changed from "not exceeding fourteen (14)" to "not exceeding ten (10)." The change in the number of Directors will take effect at the close of the Meeting.
3. Change in the frequency of dividends of surplus
   Article 44 of the existing Articles of Incorporation of the Company stipulates that the surplus dividends shall be distributed four times a year to the shareholders recorded in the last register as of March 31, June 30, September 30, and December 31. With a change in this dividend policy, however, the Company will distribute surplus dividends twice a year at the end of the interim period and the end of the fiscal year.
   The change in the frequency of dividends of surplus will take effect at the close of the Meeting.
4. Other changes in general
   Other than adjustments in the number of articles due to added articles, changes will also be made as necessary.

1. Details of amendments
   The details of the amendments are as follows.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
Chapter 1	Chapter 1
(Trade Name)	(Trade Name)
Article 1. The name of the Company is	Article 1. The name of the Company is
KABUSHIKI KAISHA SANIXand in English is	KABUSHIKI KAISHA SANIX HOLDINGSand
SANIX INCORPORATED("the Company").	in English is SANIX HOLDINGS
	INCORPORATED("the Company").
(Purposes)	(Purposes)
Article 2. The purposes of the Company shall be	The purposes of the Company shall be to engage in
to engage in the following businesses.	the following businesses, control and manage the
	business activities of companies (including foreign
	companies), partnerships (including their
	equivalents in foreign countries), or other
	equivalent entities that engage in the following
	businesses by holding shares or interests in such
	companies, etc., and engage in any and all
	businesses related or incidental to the foregoing.
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(1) - (31) [Omitted]	(1) - (31) [Unchanged]
(Newly established)	(32)	Holding, management, control, and purchase
	and sale of securities and other investment
	businesses
(Newly established)	(33)	Leasing of movables (machinery, vehicles,
	equipment, software, etc.)
(32)[Omitted]	(34)	[Unchanged]

Current Articles of Incorporation	Proposed Amendments
Articles 3 - 18 [Omitted]	Articles 3 - 18	[Unchanged]
(Number of Directors)	(Number of Directors)
Article 19. The number of Directors other than	Article 19. The number of Directors other than
Directors who are Audit and Supervisory	Directors who are Audit and Supervisory
Committee Members of the Company shall not	Committee Members of the Company shall not
exceed fourteen (14).	exceed ten (10).
Articles 20 - 43 [Omitted]	Articles 20 - 43	[Unchanged]
(Record Date for Distribution of Surplus	(Record Date for Distribution of Surplus Dividends)
Dividends)	Article 44. The record date for distribution of
Article 44. The record date for distribution of	surplus dividends of the Company shall be March
surplus dividends of the Company shall be March	31 and September 30of each year.
31, June 30, September 30, and December 31of
each year.	Article 45	[Unchanged]
Article 45 [Omitted]
(Newly established)	(Supplementary Provisions)
	The changes of the provisions of Article 1 (Trade
	Name) and Article 2 (Purposes) of these Articles
	of Incorporation shall take effect on the effective
	date of the incorporation-type company split
	(planned for April 1, 2025), contingent upon the
	successful implementation of the incorporation-
	type company split in accordance with the
	Company's incorporation-type company split plan
	(scheduled for October 1, 2024). These
	supplementary provisions shall be removed once
	the effective date has passed.

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Proposal 3: Election of 6 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The terms of office of all Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same shall apply in this proposal) will expire at the close of this Meeting. Accordingly, the Company proposes the election of 6 Directors.

The Audit and Supervisory Committee has determined that each candidate in this proposal is appropriate to be a Director of the Company.

The candidates for Directors are as follows:

				Current positions and responsibilities at the	Attendance at
No.	Name			Board of Directors
				Company	meetings
1	Hiroshi Munemasa			President and CEO	16/16 times
Reappointed
	(100%)
				Director, Executive Vice President and
				Corporate Officer, General Manager of	16/16 times
2	Takeshi Inada			SE/HS/ES Business Control Division and
Reappointed
	General Manager of Residential	(100%)
				Environment Business Company
				Preparation Office
				Director, Management Corporate Officer,	16/16 times
3	Michimasa Masuda	Reappointed		General Manager of Corporate Planning
	(100%)
				Division
				Director, Management Corporate Officer,
				Deputy General Manager of SE/HS/ES	16/16 times
4	Kazuyuki Tabata	Reappointed		Business Control Division, General
	(100%)
				Manager of SE Business Division and
				General Manager of HS Business Division
				Director, Management Corporate Officer,
				General Manager of Environmental
				Resources Development Division, General	16/16 times
5	Hideki Takei	Reappointed		Manager of Resource Recycling Business
	(100%)
				Department and General Manager of
				Resource Circulation Business Company
				Preparation Office
				Director, Corporate Officer, General	16/16 times
6	Motoi Inoue			Manager of Sales Promotion Department,
Reappointed		Corporate Sales Department, SE/HS/ES	(100%)
				Business Control Division

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• Summary of opinions of the Audit and Supervisory Committee

The Audit and Supervisory Committee took into consideration the Company's specific management strategies, surrounding environment, and other factors, and carefully examined whether each candidate for Director has the necessary knowledge, experience, and ability to fulfill his roles and responsibilities, whether each candidate conforms to the nomination policy for candidates for Director, and whether the Board of Directors will function adequately. Moreover, the Committee discussed the work experience of each candidate for Director, and persons who are able to fulfill the roles expected of the Board of Directors, such as striving to enhance corporate value through making decisions on medium- to long-term management policy and supervising overall management, have been selected. The Committee has therefore determined that the candidates for Directors proposed in this proposal are appropriate.

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	Name		Career summary, positions, responsibilities and significant	Number of
No.		shares of the
(Date of birth)			concurrent positions
			Company held
		January 2003	Joined the Company
		June 2007	Director, assigned to the Executive Office, in
				charge of special assignments
		June 2013	Director, Executive Vice President and
				Corporate Officer
		January 2017	President and CEO (to the present)
		[Significant concurrent positions]	6,534,894
		 President and Representative Director, BUYON INC.
		shares
		 Chairman and Representative Director, Munemasa Syuzo
	Hiroshi Munemasa		Co., Ltd.
		Representative Director, SANIX SPORTS
	(July 17, 1975)
1		FOUNDATION
[Reappointed]		Chairman and Representative Director, SANIX ENERGY
		INCORPORATED
		 Chairman and Representative Director, SE WINGS
			CORPORATED
	[Reasons for nomination	as a candidate for Director]
	Since assuming office as President and CEO in 2017, to meet the trust of our shareholders, Mr. Hiroshi
	Munemasa has taken on steering the management of the Company with strong leadership, putting in the
	foreground the Group's corporate philosophy of "A comfortable environment for the next generation"
	and corporate vision of "Become the top company in the environment and energy field" and contributed
	to sustainable growth of the Group. The Company believes that he is a person that is able to continue to
	work on strengthening the governance systems by utilizing his wealth of experience and achievements,
	make appropriate decisions on the management of the entire Group and lead further growth of the
	Group, and thus nominated him again as a candidate for Director.

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	Name	Career summary, positions, responsibilities and significant	Number of
No.	shares of the
(Date of birth)		concurrent positions
		Company held
		August 1998	Joined the Company
		April 2009	General Manager of Kansai Area Division,
			HS Business Division
		June 2013	Management Corporate Officer, General
			Manager of Kansai Area Division, HS
			Business Division
		April 2014	Management Corporate Officer, General
			Manager of Kansai Area Division, West
			Japan SE Business Division and General
			Manager of Kansai Area Division, HS
			Business Division
		April 2015	Management Corporate Officer, General
			Manager of North Kanto Area Division, East
			Japan SE Business Division
		December 2016	Management Corporate Officer, Deputy	9,061
			General Manager of East Japan SE Business
			Division	shares
		April 2017	Management Corporate Officer, General
	Takeshi Inada		Manager of SE/HS/ES Business Control
2	(March 4, 1979)		Division
	June 2017	Director, Management Corporate Officer,
	[Reappointed]		General Manager of SE/HS/ES Business
			Control Division
		June 2023	Director, Executive Vice President and
			Corporate Officer, General Manager of
			SE/HS/ES Business Control Division
		April 2024	Director, Executive Vice President and
			Corporate Officer, General Manager of
			SE/HS/ES Business Control Division and
			General Manager of Residential
			Environment Business Company Preparation
			Office (to the present)
	[Reasons for nomination	as a candidate for Director]
	Since assuming office as Director, Mr. Takeshi Inada has demonstrated strong leadership through his
	supervision of the SE/HS/ES business divisions. He has been contributing to the Company's growth and
	development in the sales field, having worked on planning and strengthening sales strategies. Since June
	2023, he has been supervising overarching corporate management tasks as Executive Vice President and
	Corporate Officer, promoting growth strategies designed to further strengthen and expand the business
	foundation of the entire Group. The Company believes that he is a person that is able to continue to
	contribute to sustainable growth of the Group and enhancement of its corporate value over the medium
	to long term, and thus nominated him again as a candidate for Director.

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	Name	Career summary, positions, responsibilities and significant	Number of
No.	shares of the
(Date of birth)		concurrent positions
		Company held
		April 2001	Joined the Company
		July 2010	General Manager of Accounting Department
		June 2012	Director, General Manager of Accounting
			Department
		June 2015	Director, Management Corporate Officer,
			General Manager of Accounting Department
			and in charge of IT promotion
		April 2017	Director, Management Corporate Officer,
			Deputy General Manager of Administration
			Division and General Manager of
			Accounting Department
		April 2019	Director, Management Corporate Officer,
			Deputy General Manager of Administration
			Division, General Manager of Accounting
			Department and General Manager of Energy	62,843
			Business Development Department, Energy
			Business Division	shares
		November 2019	Director, Management Corporate Officer,
	Michimasa Masuda		Deputy General Manager of Administration
3	(August 16, 1977)		Division and General Manager of Energy
		Business Development Department, Energy
	[Reappointed]		Business Division
		June 2021	Director, Management Corporate Officer,
			General Manager of Energy Business
			Development Department, Energy Business
			Division
		June 2022	Director, Management Corporate Officer,
			General Manager of Corporate Division and
			General Manager of Administration Division
		July 2023	Director, Management Corporate Officer,
			General Manager of Corporate Planning
			Division (to the present)
	[Reasons for nomination	as a candidate for Director]
	Since assuming office as Director in 2012, Mr. Michimasa Masuda has been responsible for the
	finance/accounting division and led the formulation and promotion of the Group's financial strategies.
	Currently, as General Manager of the Corporate Planning Division, he is playing a central role in
	formulating management strategies and budgets for the entire Group and strengthening the corporate
	governance systems and other initiatives. The Company believes that he is a person that is able to
	continue to contribute to sustainable growth of the Group and enhancement of its corporate value over
	the medium to long term, and thus nominated him again as a candidate for Director.

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