Keihanshin Building : NOTICE OF THE 101TH ANNUAL GENERAL MEETING OF SHAREHOLDERS (605KB

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities Code 8818) June 4, 2024 (Measures for electronic provision commenced on May 28, 2024)

To Those Shareholders with Voting Rights

Tsuneo Wakabayashi

President

Keihanshin Building Co., Ltd.

2-14 Kawaramachi 4-chome,Chuo-ku

Osaka-shi, Osaka

NOTICE OF THE 101TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are hereby notified that the 101th Annual General Meeting of Shareholders of the Company will be held as described below.

In convening this general meeting of shareholders, information contained in the reference materials for the general meeting of shareholders, etc. (matters to be provided electronically) has been posted on the following website as the Company has taken measures for electronic provision. Please access the website and view the relevant information.

The Company's website：https://www.keihanshin.co.jp/english/ir/stockinfo/gm/

In addition to the above, the matters to be provided electronically are also posted on the website of the Tokyo Stock Exchange (TSE). Please access the following TSE website (Listed Company Search), enter "Keihanshin Building" to the field of Issue name or "8818" to the field of "Code" and click "Search," and select "Basic information" and "Documents for public inspection/PR information" in that order to view the relevant information.

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

Instead of attending the meeting in person, you can exercise your voting rights in writing or by electronic means, including the Internet. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on June 20, 2024 (Thursday) .

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1. Date and Time: Friday, June 21, 2024 at 10:00 a.m.

2. Place:"OBIC HALL," 2nd floor of OBIC MIDOSUJI BUILDING 4-2-3 Hiranomachi, Chuo-ku, Osaka

3. Agenda of the Meeting:

Matters to be reported: 1. The Business Report, the Consolidated Financial Statements and the audit

results of the Consolidated Financial Statements by the Independent Accounting Auditor and the Audit & Supervisory Board for the 101st fiscal term (from April 1, 2023 to March 31, 2024)

2. The Non-Consolidated Financial Statements for the 101st fiscal term (from April 1, 2023 to March 31, 2024)

Proposals to be resolved: (Company Proposals)

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Seven (7) Directors

(Shareholder Proposals)

Proposal 3: Revision of the provisions of articles with regard to the development of a plan to achieve an adjusted P/B ratio of 1x or greater

Proposal 4: Determination of granting stock-price conditional restricted stock to Directors

4. Other matters decided for convocation

• In the event that there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, the vote will be regarded as having indicated approval of Company proposals, and disapproval of shareholder proposals.
• If your voting rights are exercised in duplicate both in writing and via the Internet, etc., the vote via the Internet, etc. shall be deemed valid. When voting rights are exercised multiple times via the Internet, etc., the last vote shall be deemed valid.

• If you attend the meeting, please submit your Voting Rights Exercise Form at the reception desk when you arrive at the venue. The reception desk will open at 9:00 am on the day of the meeting.
• The Company will also send a document stating the items to be provided electronically to shareholders who have requested the document, but such document will exclude the "Notes to the Consolidated Financial Statements" and the "Notes to the Non-Consolidated Financial Statements" in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company. The Audit & Supervisory Board and Independent Accounting Auditor of the Company audited all of the documents subject to their audit, including the aforementioned matters.
• Should any revision be made to the matters to be provided electronically, the Company will post revised information on the respective websites where they are posted.

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Reference Documents for the General Meeting of Shareholders

Company Proposals (Proposals 1 through 2)

Proposal 1: Appropriation of Surplus

The Company's basic policy for appropriation of surplus is to increase shareholders' long-term interests comprehensively by developing business to expand the sales base and increasing internal reserves to reinforce its corporate structure while continuing to pay out stable dividends to its shareholders.

As the Company celebrated its 75th anniversary on December 24, 2023, the Company proposes to pay a dividend of surplus for the 101st fiscal term, in addition to a commemorative dividend, as follows.

1. Type of dividend property Cash
2. Matters related to the allotment of dividend property to shareholders and the total amount
   19.00 yen per share of the Company's common stock (including 18.00 yen ordinary dividend and 1.00 yen commemorative dividend)
   Total amount: 929,637,016 yen
   Since the Company paid an interim dividend of 18.00 yen, the annual dividend per share totals 37 yen.
3. Effective date of distribution of surplus June 24, 2024

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Proposal 2: Election of Seven (7) Directors

The terms of office of all seven (7) Directors of the Company will expire at the conclusion of the meeting. We therefore propose electing seven (7) Directors.

If the proposal is approved as originally proposed, the Company plans to designate four (4) out of its seven (7) Directors as independent directors as stipulated by the rules of the Tokyo Stock Exchange.

The candidates for Director are as follows:

		Name	Career summary, positions and responsibilities, and significant	Number of
No.		shares of the
	(Date of birth)		concurrent positions
			Company held
		Koichi Minami	April 1977	Joined The Sumitomo Bank, Limited
	(March 21, 1955)	April 2011	Director and Senior Managing Executive Officer,
		(69 years old)	June 2013	SMBC
				Standing Corporate Auditor, Sumitomo Mitsui
					Financial Group
		Reappointment
					Corporate Auditor, SMBC
	Number of years in	June 2016	President, the Company	92,500
	April 2018	President and Chief Executive Officer, the Company
	office as Director:
	June 2022	Chairman, the Company (to present)
		8 years
1.		(Significant concurrent positions)
	Attendance at the Board	Outside Corporate Auditor, SHIP HEALTHCARE HOLDINGS, INC
	of Directors' Meetings:
	100% (11/11)
	(Reason for nomination	as a candidate for Director)
	Mr. Koichi Minami has abundant knowledge of business assessment and auditing covering corporate
	management as well as economic and industry trends, etc., gained from many years of experience in business
	operations. Having served as President and then Chairman of the Company since 2016, he has thoroughly
	understood the Company's businesses and industry environment. For these reasons, the Company has re-
	nominated him as a candidate for Director.

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		Name	Career summary, positions and responsibilities, and significant	Number of
No.		shares of the
	(Date of birth)		concurrent positions
			Company held
	Tsuneo Wakabayashi	April 1983	Joined Hankyu Corporation
	(April 29, 1959)	June 2011	Director, Hankyu Hanshin Holdings, Inc.
		(65 years old)	April 2013	Senior Managing Director, Hankyu Corporation
				April 2018	President and Representative Director, Hankyu
		Reappointment			Hanshin Properties Corp.
				April 2020	Counselor, Hankyu Hanshin Properties Corp.
	Number of years in	April 2021	Director, Hankyu Hanshin Hotels Co., Ltd	32,700
	office as Director:	June 2021	Director, the Company
2.		3 years	June 2022	President and Chief Executive Officer, the Company
				(to present)
	Attendance at the Board
	of Directors' Meetings:
	100% (11/11)
	(Reason for nomination	as a candidate for Director)
	Mr. Tsuneo Wakabayashi has experience as a corporate manager at major railway companies and real estate
	companies and possesses a diverse range of insights. Since being appointed as President of the Company in June
	2022, he has thoroughly understood the Company's businesses and industry environment. For these reasons, the
	Company has re-nominated him as a candidate for Director.

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		Name	Career summary, positions and responsibilities, and significant	Number of
No.		shares of the
	(Date of birth)		concurrent positions
			Company held
				April 1987	Joined KAJIMA CORPORATION
				April 2018	Group Manager, CS Renewal Group, Building
	Yoshikazu Asakusa		Construction Department, Kansai Branch, KAJIMA
		CORPORATION
	(December 17, 1961)	April 2020	General Manager, Building Construction Works
		(62 years old)		Department, Kansai Branch, KAJIMA	2,600
					CORPORATION
				April 2023	Board member, Sub-manager of Property
3.		New appointment
				Management Department, the Company
				April 2024	Executive Officer, General Manager of Property
					Management Department, the Company (to present)
	(Reason for nomination	as a candidate for Director)
	Mr. Yoshikazu Asakusa has a thorough knowledge of building construction works and all aspects of
	management, gained from many years of experience in business operations. He is newly nominated as a
	candidate for Director because he is expected to play a role in overseeing the technical aspects of the
	development of the Company's building business.

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				Name	Career summary, positions and responsibilities, and significant	Number of
No.				shares of the
	(Date of birth)		concurrent positions
			Company held
	Takashi Yoshida	November 1978	Joined Audit Corporation Asahi Accounting Firm
		(July 24, 1953)		(currently KPMG AZSA LLC)
		(70 years old)	March 1982	Registered as a Certified Public Accountant
								May 1994	Registered as a United States Certified Public
									Accountant (California)
		Reappointment
								June 2006	Senior Executive Board Member, KPMG AZSA &
				Outside
									Co. (currently KPMG AZSA LLC)
			Independent
				July 2015	Senior Partner, KPMG AZSA LLC
									0
	Number of years in	July 2016	Representative, Yoshida Certified Public Accountant
		Office (to present)
	office as Outside
	June 2017	Director, the Company (to present)
			Director:
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			7 years
	Attendance at the Board
	of Directors' Meetings:
	100% (11/11)
	(Reason for nomination	as a candidate for Outside Director and expected roles)
	Mr. Takashi Yoshida has highly specialized expertise gained from many years of experience as a certified
	public accountant. Since being appointed as a Director of the Company in June 2017, he has appropriately
	supervised management from a standpoint independent of the management team that executes the Company's
	business. For these reasons, the Company has re-nominated him as a candidate for Outside Director in the
	expectation that he will continue to provide advice and supervision as an Outside Director based on his wide
	range of knowledge.

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				Name	Career summary, positions and responsibilities, and significant	Number of
No.				shares of the
	(Date of birth)		concurrent positions
			Company held
		Masao Nomura	March 1972	Joined Iwatani Corporation
	(August 2, 1949)	June 2007	Member of the Board and Executive Officer, Iwatani
		(74 years old)	April 2009	Corporation
								Managing Member of the Board and Executive
									Officer, Iwatani Corporation
		Reappointment
								April 2010	Senior Managing Member of the Board and
				Outside
									Executive Officer, Iwatani Corporation
			Independent
				June 2012	President, Iwatani Corporation
								10,000
	Number of years in	April 2017	Member of the Board, Counselor and Executive
		Officer, Iwatani Corporation
	office as Outside
	June 2017	Counselor, Iwatani Corporation
			Director:
5			June 2019	Director, the Company (to present)
			5 years
			(Significant concurrent positions)
	Attendance at the Board	Member of the Board of Directors, Outside Director, ONO
	PHARMACEUTICAL CO., LTD.
	of Directors' Meetings:
	100% (11/11)
	(Reason for nomination	as a candidate for Outside Director and expected roles)
	Mr. Masao Nomura has many years of experience as a corporate manager of a comprehensive energy service
	provider and possesses a diverse range of insights. Since being appointed as a Director of the Company in June
	2019, he has appropriately supervised management from a standpoint independent of the management team that
	executes the Company's business. For these reasons, the Company has re-nominated him as a candidate for
	Outside Director in the expectation that he will continue to provide advice and supervision as an Outside
	Director based on his wide range of knowledge.

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				Name	Career summary, positions and responsibilities, and significant	Number of
No.				shares of the
	(Date of birth)		concurrent positions
			Company held
		Chiho Takeda	October 2001 Registered lawyer in the Osaka Bar Association
	(February 9, 1973)		Joined Miyake Joint Partnership Law Office
		(51 years old)	May 2016	(currently Miyake & Partners)
								Partner, Miyake & Partners (to present)
								June 2019	Audit & Supervisory Board Member, the Company
		Reappointment
				Outside				June 2022	Director, the Company (to present)
				Independent			(Significant concurrent positions)
								Outside Director (Member of the Board), NICHIDAI	0
	Number of years in	CORPORATION
	Outside Director, DAIHATSU DIESEL MFG. CO., LTD.
	office as Outside
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		Director:
				2 years
	Attendance at the Board
	of Directors' Meetings:
	100% (11/11)
	(Reason for nomination	as a candidate for Outside Director and expected roles)
	Ms. Chiho Takeda has highly specialized expertise gained from many years of experience as a lawyer. Since
	being appointed as Director of the Company in June, 2022, she has appropriately supervised management from
	an objective viewpoint independent of the management team that executes the Company's business. For these
	reasons, the Company has re-nominated her as a candidate for Outside Director.

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				Name	Career summary, positions and responsibilities, and significant	Number of
No.				shares of the
	(Date of birth)		concurrent positions
			Company held
								April 1982	Joined Bank of Japan
								May 2014	Executive Director, General Manager, Osaka Branch
									of Bank of Japan
	Atsushi Miyanoya	March 2017	Executive Director, Financial System and
		Bank Examination Department, Currency Issue
		(April 3, 1959)
			Department, Public Relations Department of Bank
		(65 years old)
			of Japan		0
								June 2018	Chairman, NTT DATA INSTITUTE OF
		New appointment			MANAGEMENT CONSULTING, INC., (to
7				Outside					present)
		Independent			(Significant concurrent positions)
								Chairman, NTT DATA INSTITUTE OF MANAGEMENT
								CONSULTING, INC.,
								Outside Director, The Bank of Iwate, Ltd.
	(Reason for nomination	as a candidate for Outside Director and expected roles)
	Mr. Atsushi Miyanoya has extensive knowledge in industry analysis and business evaluation based on
	economic and industrial trends from his many years of business experience. He is newly nominated as a
	candidate for outside director in the expectation that he will supervise management from an objective
	perspective independent of the management team engaged in business execution.

(Notes)

1. There are no special interests between the Company and each of the candidates.
2. Ms. Chiho Takeda's name on her family register is Chiho Kusajima. However, the name provided here is used when she performs her duties.
3. Mr. Takashi Yoshida, Mr. Masao Nomura, Ms. Chiho Takeda and Mr. Atsushi Miyanoya are candidates for Outside Director. They are also candidates for independent officer, a position that the Tokyo Stock Exchange requires listed companies to assign to one or more of their officers. The position can be held only by a person whose interests cannot conflict with the interests of general shareholders.
4. In accordance with the provisions of the Company's Articles of Incorporation, the Company has concluded an agreement with Mr. Takashi Yoshida, Mr. Masao Nomura, and Ms. Chiho Takeda to limit their liability for damage pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability under the agreement is the amount stipulated by laws and regulations. If their appointment is approved, the Company will maintain the agreement. If the appointment of Mr. Atsushi Miyanoya is approved, the Company plans to conclude an agreement with him to limit his liability for damage pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability under the agreement is the amount stipulated by laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy in which all Directors, Audit & Supervisory Board Members, and Executive Officers of the Company serve as insured parties, as provided in Article 430-3, Paragraph 1 of the Companies Act. The policy shall cover any legal damages and legal expenses arising from third party litigation, shareholder derivative actions and corporate litigation that should be borne by the insured parties. The cost of the insurance premium shall be borne wholly by the Company. However, in order to prevent the conclusion of the insurance policy from impairing the appropriateness of duties by the insured parties, the Company has established a payout limit of one billion yen, a deductible amount of 100 thousand yen per Officer and one million yen per claim, and a reduced payout ratio (the fraction of the insurance claims to be paid, of the amount that exceeds the deductible amount) of 95%. Each candidate will be included as an insured party under the insurance policy. The Company plans to renew the insurance policy with the same terms, on its renewal date.

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