Zenrin : Notice of the 64th Ordinary General Meeting of Shareholders

Securities Code: 9474

Date of Mailing:May 31, 2024

Commencement Date of Electronic Provision Measures:May 21, 2024

NOTICE OF THE 64th ORDINARY GENERAL MEETING

OF SHAREHOLDERS OF ZENRIN CO., LTD.

Dear Shareholders,

This is to notify you of the 64th Ordinary General Meeting of Shareholders of Zenrin Co., Ltd. to be held as described below.

In convening this General Meeting of Shareholders, we have taken measures to electronically provide information ("Matters for Electronic Provision") that constitute the Reference Documents for the Ordinary General Meeting of Shareholders, etc. (excluding the Voting Rights Exercise Form) and have posted such information as the "NOTICE OF THE 64TH ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ZENRIN CO., LTD." on each of the websites on the Internet shown below. Therefore, shareholders are asked to review the materials by accessing either of the websites.

Yours very truly, Zenshi Takayama President & C.E.O. Zenrin Co., Ltd.

1-1-1, Muromachi, Kokurakita-ku,Kitakyushu-shi

Zenrin website	https://www.zenrin.co.jp/company/ir/stock/meeting/

Tokyo Stock Exchange website	https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Listed Company Search

Please confirm the information by entering and searching the issue name (the Company name) or securities code (9474) and selecting "Basic information" and "Documents for public inspection / PR information.

Instead of attending the meeting, you can exercise your voting rights either over the Internet or in writing. Please read the Reference Documents for the Ordinary General Meeting of Shareholders attached hereto, and exercise your voting rights no later than 5:30 p.m., Thursday, June 20, 2024.

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		Notice
1.	Date:	10:00 a.m., Friday, June 21, 2024 (reception will open at 9:30 a.m.)
2.	Place:	Royal Hall, 4th floor, Rihga Royal Hotel Kokura,
		2-14-2, Asano, Kokurakita-ku,Kitakyushu-shi,Fukuoka-ken, Japan

3. Agenda

Matters to report: i) The Business Report, consolidated financial statements and the Audit Reports of the Independent Auditors

and the Audit and Supervisory Committee for consolidated financial statements for the 64th fiscal year

(from April 1,2023 to March 31, 2024)

1. The non-consolidated financial statements and the contents thereof for the 64th fiscal year
   (from April 1,2023 to March 31, 2024)

Matters to be resolved:

Proposal 1:Appropriation of retained earnings

Proposal 2:Election of ten (10) directors (excluding directors serving as Audit and Supervisory Committee members)

Proposal 3:Election of four (4) director serving as Audit and Supervisory Committee members

4. Matters decided in convening the meeting

Please refer to the information on the exercise of your voting rights, etc. on page 4.

Matters regarding the Reference Documents for the Ordinary General Meeting of Shareholders and documents attached thereto

• Matters that have been omitted from the delivered documents

In accordance with laws and regulations and the provisions of Article 15 of the Articles of Incorporation of the Company, the following matters have been omitted from the paper-based documents delivered to shareholders who have requested the delivery of such documents. Therefore, the documents provided to shareholders who have requested the delivery of paper-based documents constitute a portion of the documents audited by the Audit and Supervisory Committee and the Independent Auditors in the preparation of their respective Audit Reports.

1. "Systems to Ensure Appropriate Operations and Their Implementation Status" and "Basic Policy Regarding Control of the Company" in the Business Report
2. "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
3. "Non-consolidatedStatements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" of the Non-consolidated Financial Statements

• If any revisions to the Matters for Electronic Provisions arise, a notice to that effect and both the matters before the revision and after the revision will be posted on each of the websites indicated on page 2.

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Reference Documents for the Ordinary General Meeting of Shareholders

Proposal 1: Appropriation of retained earnings

Positioning the returning of income to shareholders as a top priority, the ZENRIN Group adopts a basic policy of implementing stable, uninterrupted payments of dividends derived from income growth based on the medium- to long- term business plan on a consolidated basis. In line with this policy, the ZENRIN Group has set dividend on equity (DOE)(*) on a consolidated basis of 3% or higher as the target.

In accordance with this policy, the Company proposes to pay a year-end dividend for the 64th fiscal year of ¥15. With this, the annual dividend per share including the interim dividend would be ¥28.5 per share, an increase by ¥1.5 per share from the previous fiscal year.

*Dividend on equity on a consolidated basis (DOE) = Total amount of dividends / Shareholders' equity

Shareholders' equity is the amount arrived at when the amount of treasury shares is subtracted from the sum of common stock, capital surplus and retained earnings.

1. Type of distributed assets Dividends will be paid in cash.

2. Allocation and total amount of the dividends

We propose that the amount of dividend per common share to be ¥15.

The total amount of dividends in this case would be ¥805,171,515.

3. Date when the appropriation of retained earnings becomes effective We propose to make this date June 24, 2024.

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Proposal 2: Election of ten (10) directors (excluding directors serving as Audit and Supervisory Committee members)

The term of office of all eight (8) directors (excluding directors who are Audit and Supervisory Committee members) will expire at the close of this General Meeting of Shareholders. Accordingly, we hereby propose the addition of two

1. directors (including one outside director) to bolster the management structure and the election of ten (10) directors (excluding directors who are Audit and Supervisory Committee members).
   The candidates for directors are nominated in accordance with the following policy and procedure: To secure the optimal balance in the knowledge, experience, and skills and diversity of the Board of Directors as a whole that are necessary for corporate value enhancement and sustainable growth of the Company, candidates are selected from among those who are to be promoted internally, senior corporate executives, experts, etc., who have a thorough knowledge of businesses or urgent issues of the Company in consideration of their experience, insight, and expertise and approved by the Board of Directors, upon deliberation and recommendations by the Nomination and Remuneration Committee.
   The Audit and Supervisory Committee, after deliberating on the nomination of the candidates for directors, has determined them to be appropriate.
   The candidates for directors (excluding directors serving as Audit and Supervisory Committee members) are as follows.

							Current Position and		Attendance at Meetings		Number
	Candidate	Name							of years of
	Number					Responsibility at the Company		of Board of Directors		service as
											director
	1	Zenshi Takayama					President and CEO,		100%		18 years
	Reappointment
				Representative Director		(15 out of 15 meetings)
	2	Junya Amita					Executive Vice President,		100%		20 years
	Reappointment
				Representative Director		(15 out of 15 meetings)
	3	Masami Matsuo					Managing Director		100%		6 years
	Reappointment
					(15 out of 15 meetings)
	4	Michio Takegawa					Senior Executive Officer &		－		－
	Newly Appointed
				Head of Corporate Strategy
	5	Yumiko Toshima					Senior Executive Officer &		－		－
	Newly Appointed
				Head of Corporate Management
	6	Masayoshi Morooka					Senior Executive Officer &		－		－
	Newly Appointed
				Head of Product Sales
	7	Masuo Osako					Director		100%		44 years
	Reappointment
					(15 out of 15meetings)
	8	Tatsuhiko Shimizu					Director		100%		18 years
	Reappointment
					(15 out of 15 meetings)
			Reappointment
	9	Miki Ryu					Director		100%		3 years
	Outside director
					(15 out of 15 meetings)
			Independent officer
			Reappointment
					－		－		－
	10	Aasako Okabe	Outside director
			Independent officer

Notes:

The attendance shown above is based on the meetings of the Board of Directors held during the 64th fiscal year.

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1

Zenshi Takayama

(Born on Apr. 24, 1962) (62 years old)

Reappointment

Number of the Company's shares held: 14,150 shares

Number of years of service as director: 18 years Attendance at Meetings of Board of Directors:

100% (15 out of 15 meetings)

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1986: Joined the Company

Apr. 2004: Senior General Manager of Sales Division of the Company

Apr. 2005: General Manager of Management Strategy Office of the Company

Apr. 2006: Head of Sales Division of the Company

Jun. 2006: Director & head of Sales Division of the Company

Apr. 2008: President and CEO, Representative Director of the Company (incumbent position) General Manager of Management Strategy Office of the Company

Apr. 2013: General Manager of Zenrin Information Platform Business Development Office of the Company

Apr. 2016: General Manager of Corporate Planning Office of the Company

Apr. 2022: In charge of Corporate Strategy Office, Business Planning Office, and Executive Office of the Company (incumbent position)

Apr. 2024: In charge of business divisions of the Company (incumbent position)

Since the assumption of office as President and CEO, Representative Director in April 2008, he has led the Company and the Group, directed the formulation of medium- to long-term management plans to build a strong business foundation, and has been demonstrating strong leadership in fulfilling them.

We nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group for the reason above.

2

Junya Amita

(Born on Jun. 23, 1959) (64 years old)

Reappointment

Number of the Company's shares held: 19,950 shares

Number of years of service as director: 20 years Attendance at Meetings of Board of Directors:

100% (15 out of 15 meetings)

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Jan. 1984: Joined the Company

Apr. 2004: Head of ITS Business Division of the Company

Jun. 2004: Director & head of ITS Business Division of the Company

Apr. 2005: Managing Director & head of ITS Business Division of the Company

Apr. 2006: Managing Director in charge of Management Planning Office and ITS-related Business of the Company

Apr. 2007: Managing Director in charge of ITS-related Business & head of Production & Development Division of the Company

Apr. 2008: Executive Vice President, Representative Director of the Company (incumbent position)

Apr. 2010: General Manager of Technical Planning Office of the Company

Jul. 2010: General Manager of Information System Office of the Company

Apr. 2022: In charge of Database Strategy Office, R&D Office, and Information System Office of the Company

Apr. 2023: In charge of R&D Office, and Information System Office of the Company (incumbent position)

Apr. 2024: In charge of Database Strategy Division and production divisions of the Company (incumbent position)

The candidate has long been engaged in the production and development division and has been instrumental in the development of map databases, which are the business foundation of the Company. Since April 2008, he has promoted the development of platforms to provide new services as Executive Vice President, Representative Director of the Company.

We nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group for the reason above.

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3

Masami Matsuo

(Born on Oct. 24, 1960) (63 years old)

Reappointment

Number of the Company's shares held: 9,900 shares

Number of years of service as director: 6 years Attendance at Meetings of Board of Directors:

100% (15 out of 15 meetings)

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1983: Joined Yasuda Mutual Life Insurance Company (current Meiji Yasuda Life Insurance Company).

Nov. 2004: Joined Mizuho Bank, Ltd.

Apr. 2005: Joined the Company

Apr. 2007: General Manager of General Affairs & Personnel Division of the Company

Apr. 2008: Senior General Manager of Administration Division of the Company

Apr. 2009: Executive Officer & Head of Administration Division of the Company

Apr. 2012: Executive Officer & Head of Governance office of the Company

Apr. 2013: Executive Officer & Head of Corporate Management Division of the Company

Apr. 2018: Senior Vice President & Head of Corporate Administration of the Company

Jun. 2018: Director, Senior Vice President & Head of Corporate Administration of the Company

Apr. 2022: Director, Senior Vice President of the Company

In charge of Internal Auditing Office, Corporate Management Division of the Company (incumbent position)

Apr. 2023: Managing Director of the Company (incumbent position)

The candidate has long been involved in administration divisions and has extensive experience and insight in finance and accounting. Being in charge of the Corporate Management Division, he has also been contributing to the enhancement of corporate value of the Group by leading investments and capital policies, as well as M&As to strengthen the Group's business foundations. We again nominated him as a candidate for Director because we have determined that he would be indispensable going forward.

4

Michio Takegawa

(Born on Aug. 18, 1973) (50 years old)

Newly Appointed

Number of the Company's shares held: 4,360 shares

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1996: Joined the Company

Apr. 2012: General Manager, ITS Sales Department 2, Business Group-2 of the Company

Apr. 2014: General Manager, Business Promotion Division, Business Group-2 of the Company

Apr. 2016: General Manager, ADAS Strategy Planning Office of the Company

Apr. 2018: Vice President & Head of IoT Business and IoT Promotion, Business Operation of the Company

Apr. 2019: Vice President & Head of IoT, Business Operation of the Company

Apr. 2022: Vice President & Head of Corporate Strategy of the Company

Apr. 2024: Senior Executive Officer & Head of Corporate Strategy of the Company (incumbent position)

The candidate was involved in the launch of the ADAS (Advanced Driver Assistance System) Project and has contributed to the adoption by automobile manufacturers of the "3D High-precision Map Data" developed and provided by the Company.

Also from 2022, as the Head of Corporate Strategy, he has focused his attention on the execution of the Rolling Plan for the Medium-toLong-term Business Plan. We nominated him as a candidate for Director because we have determined that he would be indispensable for the enhancement of the Group's corporate value and sustainable growth.

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5

Yumiko Toshima

(Born on Sep. 2, 1970) (53 years old)

Newly Appointed

Number of the Company's shares held: 2,915 shares

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1991: Joined the Company

Apr. 2012: General Manager, Management Control & Investor Relations Department, Management Control Division of the Company

Apr. 2013: General Manager, Management Control & Investor Relations Department, Corporate Management Division of the Company

Apr. 2018: Vice President & General Manager, Corporate Management, Corporate Administration of the Company

Apr. 2022: Vice President & Head of Corporate Management of the Company

Apr. 2024: Senior Executive Officer & Head of Corporate Management of the Company (incumbent position)

The candidate has been involved in management control as well as public relations and investor relations activities and has been contributing to the Company's sound and smooth business operations, the enhancement of corporate brand value, and the improved satisfaction of stakeholders through various aspects of the business from drafting business plans and budget control to the provision of information to stakeholders and stakeholder engagement activities.

Also from 2018, as the Head of Corporate Management, she has strengthened sustainability management and upgraded human capital management. We nominated her as a candidate for Director because we have determined that she would be indispensable for the realization of the Group's management and human capital strategies going forward.

6

Masayoshi Morooka

(Born on Feb. 3, 1967) (57 years old)

Newly Appointed

Number of the Company's shares held: 7,715 shares

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1989: Joined the Company

Apr. 2008: General Manager, ITS Sales Department 1, IT & ITS Business Division of the Company

Apr. 2009: General Manager, ITS Sales Department 1,ITS Business Division of the Company

Apr. 2012: General Manager, ICT Business Division, Business Group-2 of the Company

Apr. 2018: Vice President & Head of Product Planning, Business Operation of the Company

Apr. 2022: Vice President & Head of Product Sales, Business Operation of the Company

Apr. 2023: Vice President & Head of Product Sales and Customer Support of the Company

Apr. 2024: Senior Executive Officer & Head of Product Sales and Customer Support of the Company (incumbent position)

The candidate has been engaged in the sales of car navigation data and the ICT business and has been involved in the provision of content to various devices and services to enhance the user value of map databases as well as the planning and development of stock services, thereby contributing to the sustainable business growth of the Company.

Also from 2022, as the Head of Product Sales, he has been promoting sales reforms in line with market changes and establishing a sales structure capable of generating recurring revenue. We nominated him as a candidate for Director because we have determined that he would be indispensable to the realization of the Group's growth strategies going forward.

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7

Masuo Osako

(Born on Jul. 30, 1953) (70 years old)

Reappointment

Number of the Company's shares held: 464,374 shares

Number of years of service as director: 44 years Attendance at Meetings of Board of Directors:

100% (15 out of 15 meetings)

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1977: Joined Kabushiki-kaisha Zenrin (current Zenrin Co., Ltd.)

Mar. 1980: Director of the Company

Mar. 1986: Managing Director & head of plant at headquarters of the Company

Apr. 1991: Senior Managing Director of the Company

Jun. 1992: Director of the Company (incumbent position)

<>ignificant concurrent position>

Jun. 2005: Chairman, Director of Zenrin Printex Co., Ltd.

The candidate has long been engaged in the production division since joining the Company. He previously served as head of plant at headquarters, Senior Managing Director, etc. and is currently serves as Chairman, Director of Zenrin Printex Co., Ltd.

We nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group on the grounds of his wealth of experience and insight in business administration in general.

8

Tatsuhiko Shimizu

(Born on Jan. 20, 1964) (60 years old)

Reappointment

Number of the Company's shares held: 16,150 shares

Number of years of service as director: 18 years Attendance at Meetings of Board of Directors:

100% (15 out of 15 meetings)

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1986: Joined the Company

Jun. 2000: Vice President of Zenrin USA, Inc.

Apr. 2002: Seconded to Zenrin DataCom Co., Ltd.

Jun. 2002: Director of Zenrin DataCom Co., Ltd.

Apr. 2003: Transferred to Zenrin DataCom Co., Ltd.

Apr. 2003: Executive Vice President & Director of Zenrin DataCom Co., Ltd.

Jun. 2006: Director of the Company (incumbent position)

<>ignificant concurrent position>

Jun. 2007: President and CEO, Representative Director of Zenrin DataCom Co., Ltd.

After serving as Vice President of Zenrin USA, Inc., the candidate currently serves as President and CEO, Representative Director of Zenrin DataCom Co., Ltd., where he takes command and is working to strengthen group synergy in the business field.

We nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group on the grounds of his wealth of experience and insight in business administration in general.

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9

Miki Ryu

(Born on Sep. 18, 1961)

(62 years old)

Reappointment

Outside director		Independent officer

Number of the Company's shares held: 1,300 shares

Number of years of service as director: 3 years Attendance at Meetings of Board of Directors: 100% (15 out of 15 meetings)

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1985: Joined Kyushu Electric Power Co., Inc.

Jul. 2005: Head of Management Planning Group, Planning Management Office, Fukuoka Branch of

Kyushu Electric Power Co., Inc.

Jul. 2007: Head of Nuclear Power PR Group, Public Relations Department of Kyushu Electric

Power Co., Inc.

Jul. 2010: Head of News Report Group, Public Relations Department and Section Manager of IR

Group, Corporate Planning Division of Kyushu Electric Power Co., Inc.

Jul. 2013: Head of PR Strategy Group, District Symbiosis Division of Kyushu Electric Power Co.,

Inc.

Jun. 2014: Representative Director and President of Kyushu Jimaku Housou Kyoudou Seisaku

Center Co., Ltd. (current Q-CAP Co., Ltd.) with concurrent assignment to District

Symbiosis Division of Kyushu Electric Power Co., Inc.

Jun. 2017: Managing Director of Fukuoka Tower Co., Ltd. with concurrent assignment to District

Symbiosis Division of Kyushu Electric Power Co., Inc. (incumbent position)

Jun. 2021: Outside Director of the Company (incumbent position)

Jun. 2017: Managing Director of Fukuoka Tower Co., Ltd.

Since assuming the office of Outside Director in June 2021, the candidate has actively given opinions and recommendations on the management of the Company in general from a professional standpoint regarding corporate management. We nominate her as a candidate for Outside Director as we have determined that being in an objective position that is independent from the Company's management, which is in charge of business execution, she would be indispensable for the improvement of corporate governance of the Company and the management supervision.

• The Company, pursuant to the provision of paragraph 1 of Article 427 of the Companies Act, has concluded an agreement with the candidate to limit the liability for damages under paragraph 1 of Article 423 of said Act. The amount of liability for damages pursuant to said agreement is limited to the Minimum Liability Amount prescribed in paragraph 1 of Article 425 of the Companies Act.
  If the election of the candidate is approved, the Company plans to continue said agreement with the candidate.

・The Company has filed the designation of the candidate as an independent officer of the Company with both the Tokyo Stock Exchange and the Fukuoka Stock Exchange.

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10

Asako Okabe

(Born on Aug. 7, 1970)

(53 years old)

Newly Appointed

Outside director		Independent officer

Number of the Company's shares held: 0 shares

Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Oct. 1997: Joined Tohmatsu & Co. (current Deloitte Touche Tohmatsu LLC)

May. 2001: Registered as a Certified Public Accountant

Jul. 2017: Partner, Deloitte Touche Tohmatsu LLC

Jul. 2022: Established Okabe Asako CPA Firm (incumbent position)

Jul. 2022: Representative, Okabe Asako CPA Firm

Jun.2023: Outside Director, Audit and Supervisory Committee Member, HIRATA Corporation

May.2024: Outside Director, Audit and Supervisory Committee Member, Mr. Max Holdings Ltd. (to be appointed) (as of May 23, 2024)

The candidate, as a certified public accountant, has long been involved in corporate accounting audits and has extensive knowledge and insight in corporate accounting.

Although she has not been directly involved in corporate management in the past, we expect her to provide supervision over management based on her extensive knowledge and insight into corporate accounting and corporate finance and we nominated her as a candidate for Director because we have determined that she would be indispensable to the strengthening the Company's corporate governance and supervising management from an objective standpoint. The candidate previously worked for Deloitte Touche Tohmatsu LLC, which is the Accounting Auditor of the Company. However, during her tenure, she never engaged in the accounting and auditing of the Company, and she has already resigned from the said firm. Therefore, it will not impact her independence in any way.

• If the election of the candidate is approved, the Company plans to conclude, pursuant to the provision of paragraph 1 of Article 427 of the Companies Act, an agreement with the candidate to limit the liability for damages under paragraph 1 of Article 423 of said Act. The amount of liability for damages pursuant to said agreement is limited to the Minimum Liability Amount prescribed in paragraph 1 of Article 425 of the Companies Act.
• The Company plans to file the designation of the candidate as an independent officer of the Company with both the Tokyo Stock Exchange and the Fukuoka Stock Exchange in the event that his election is approved.

Notes:

1. There is no interest to be stated between each candidate and the Company.
2. The Company has entered into an officers' liability insurance contract prescribed in Article 430-3, paragraph 1 of the Companies Act with an insurance company, under the insured persons will be compensated for any damage incurred when they owe a liability for damages arising from the execution of their business duties. The insurance premiums of this contract are borne by the Company. If the election of each candidate is approved, they will become the insured persons under this insurance contract, and the Company plans to renew the insurance contract during their term of office under the same terms and conditions that are currently in force.

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