Japan Lifeline : NOTICE OF THE 44TH ORDINARY GENERAL MEETING OF SHAREHOLDERS(372KB)

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.

Corporate Identity

... for patient comfort.

To support the zest for living

Our corporate identity is

"Contributing to the realization of a healthy society through the latest optimal medical device technologies."

"Is it appropriate for the patient? Is it valuable for the patient?"

These questions are always at the center of our focus, and we are constantly striving to provide excellent medical devices.

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(Securities Code 7575)

June 10, 2024

To Shareholders with Voting Rights:

Keisuke Suzuki

President and CEO

Japan Lifeline Co., Ltd.

2-2-20, Higashishinagawa, Shinagawa- ku, Tokyo

NOTICE OF THE 44TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are cordially invited to attend the 44th Ordinary General Meeting of Shareholders of Japan Lifeline Co., Ltd. (the "Company"). The meeting will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on each of the following websites. Please access either of the websites to view the information.

The Company's website: https://www.jll.co.jp/investors/event/agm.html (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/7575/teiji/ (in Japanese)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the internet address shown above, enter "Japan Lifeline" in "Issue name (company name)" or "7575" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." 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 in person, you may exercise your voting rights 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. on Tuesday, June 25, 2024.

In addition, for shareholders who exercise their voting rights in advance via the Internet, 500 people will be selected by lottery to receive an electronic gift (equivalent to 500 yen), regardless of whether they approve or disapprove of the proposals. For information on how to apply, please click here ⇒ https://youtu.be/UUeO-dBG2cw (in Japanese)

1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2. Place:	Tennoz Central Tower 6F, The Company's Education Center (Tennoz
	Accademia)
	2-2-24, Higashishinagawa, Shinagawa-ku, Tokyo
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3. Meeting Agenda: Matters to be reported:

1. The Business Report, Consolidated Financial Statements for the Company's 44th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits concerning the Consolidated Financial Statements by the Accounting Auditor and Audit and Supervisory Committee
2. Non-ConsolidatedFinancial Statements for the Company's 44th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal No. 1: Distribution of Surplus

Proposal No. 2: Election of Twelve (12) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

• When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk.
• For this General Meeting of Shareholders, paper-based documents containing the items subject to measures for electronic provision will be provided to all shareholders, regardless of whether or not delivery of paper-based documents was requested.
  However, of the items subject to measures for electronic provision, based on laws and regulations and the Articles of Incorporation, the paper-based documents do not contain the following items: the consolidated statement of changes in equity, notes to the consolidated financial statements, the non-consolidated statement of changes in equity, and notes to the non-consolidated financial statements. The Audit and Supervisory Committee and the Accounting Auditor have audited the documents subject to audit, including matters not described above.
• If revisions to the matters subject to measures for electronic provision 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 above.

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Guide to Exercising Voting Rights

Voting rights in ordinary general meeting are important rights for all shareholders.

We ask you to exercise your voting rights after you look through the attached Reference Documents for the General Meeting of Shareholders.

There are three ways of exercising your voting rights.

Shareholders exercising voting rights by internet

Please input your vote for or against the proposals in accordance with following instructions.

Voting Deadline

5:30 p.m., Tuesday, June 25, 2024 Japan time

Shareholders exercising voting rights by mail

Please mark your vote for or against the proposals on the Voting Rights Exercise Form and send it by mail without a postage stamp.

Voting Deadline

5:30 p.m., Tuesday, June 25, 2024 Japan time

Shareholders attending the General Meeting of Shareholders

When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk.

Voting Deadline

Wednesday, June 26, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

How to fill out the Voting Rights Exercise Form

Please indicate your approval or disapproval of each proposal. Proposal No. 1

To mark your approval → Circle "Approve."

To mark your disapproval → Circle "Disapprove." Proposal No. 2

To mark your approval for all candidates → Circle "Approve."

To mark your disapproval for all candidates → Circle "Disapprove."

To mark your disapproval for certain candidates → Circle "Approve" and write the number of the candidate(s) you wish to disapprove.

• If there is no indication of being for or against a proposal in the Voting Rights Exercise Form, the Company shall respond by deeming there to have been an indication of being for the proposal.
• If you exercise your voting rights both via the Internet and by mailing Voting Rights Exercise Form, your vote via the Internet shall be deemed valid.
• And, if you exercise your voting rights via the Internet multiple times, the last vote shall be deemed valid.

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Guide to Exercising Voting Rights via the Internet, etc.

How to scan the QR code

You can log-in the website for exercise of voting rights without entering log-in ID and temporary password written in the Voting Rights Exercise Form.

1. Please scan the QR code on the Voting Rights Exercise Form.

Note: QR code is a registered trademark of DENSO WAVE INCORPORATED.

2. Then, follow the instructions on the screen and enter your vote for or against the proposal.

How to enter log-in ID and temporary password

Website for exercise of voting rights

https://evote.tr.mufg.jp/

1. Please access the website for exercise of voting rights.
2. Enter the "log-in ID and temporary password" printed on your Voting Rights Exercise Form and click a button.
   Enter "log-in ID and temporary password" Click "log-in"
3. Then, follow the instructions on the screen and enter your vote for or against the proposal.

For inquiries regarding how to use your personal computer or smartphone to exercise voting rights on the website, please contact the Help Desk:

Help Desk, Stock Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation 0120-173-027

(Toll-free, Service hours: 9:00 a.m. to 9:00 p.m.)

- Institutional investors can use the Electronic Voting System Platform operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Distribution of Surplus

Items Related to the Year-end Dividend

The Company proposes a year-end dividend for the 44th fiscal year as follows, taking into consideration business performance in the fiscal year under review, funding demands for future business development, and other factors.

1. Type of dividend property Cash
2. Items related to the allocation of dividend property to shareholders and its total amount The Company proposes a dividend of 42.00 yen per common share.
   Furthermore, the total dividend amount in this case will be 3,154,153,044 yen.
3. Date the distribution of surplus comes into effect June 27, 2024.

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Proposal No. 2: Election of Twelve (12) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The terms of office of all eleven (11) directors (excluding directors who are Audit and Supervisory Committee members) will expire at the conclusion of this Ordinary General Meeting of Shareholders.

Therefore, in order to strengthen the management structure, the Company proposes to increase the number of Directors by one (1) and to elect twelve (12) Directors (excluding Directors who are members of the Audit and Supervisory Committee).

The candidates for director (excluding director who is an Audit and Supervisory Committee member) are as follows:

											Attendance
No.	Name	Current position and responsibility in the Company		Candidate attributes	at Board of
											Directors
											meetings
1	Keisuke Suzuki	President and CEO (Representative Director)									100%
	Reelection
						(12/12)
2	Atsuhiro Suzuki	Senior Executive Vice President & COO									100%
Reelection
(Representative Director)							(12/12)
3	Tatsuya Murase	Senior Vice President and Executive Manager of									100%
Reelection
General Business Headquarters							(12/12)
		Senior Vice President and Executive Manager of									100%
4	Kenji Yamada	Reelection
Corporate Administration Headquarters							(12/12)
		Vice President and Executive Manager of R&D and									100%
5	Toru Takamiya	Reelection
Manufacturing Headquarters							(12/12)
		Vice President and Executive Manager of									100%
6	Tadashi Idei	Reelection
Regulatory Affairs Headquarters							(12/12)
		Vice President and Senior Manager of General									100%
7	Yumiko Hoshiba	Reelection
Affairs Department							(12/12)
		Vice President and Senior Manager of Business									100%
8	Takeyoshi Egawa	Administration Department of Corporate		Reelection
						(10/10)
		Administration Headquarters
9	Takashi Ito	Senior Operating Officer and Executive Manager of									-
New election
Arrhythmia Business Unit
10	Fumihiro Sasaki	Outside Director		Reelection	100%
	Outside
				(12/12)
				Independent
11	Yoshiaki Ikei	Outside Director		Reelection	100%
	Outside
			(12/12)
				Independent
12	Naoko Kawahara	-		New election	-
	Outside
				Independent

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of
shares of the
No.	(Date of birth)	and significant concurrent positions outside the Company
Company held
		Feb. 1981	Vice President of the Company
	Keisuke Suzuki	Apr. 1987	Senior Executive Vice President
	Nov. 1992	Retired from Vice President
	(September 9, 1953)
	Jan. 1994	Consultant	2,325,016
	(age 70)
	Reelection	June 1997	Senior Executive Vice President
	June 2005	President and CEO (Representative Director)
1	Term of office at the		(to the present)
Reasons for nomination as candidate for director:
conclusion of this General
	Meeting of Shareholders:	Keisuke Suzuki is responsible for the management of the Company since its
	27 years	foundation, and has led the Company's growth by demonstrating excellent
	Attendance at Board of	leadership and responding quickly to changes in the business environment. As
	he possesses abundant experience and advanced insight in overall management
	Directors meetings:	and the medical equipment business as described above, the Company has
	100% (12/12)	judged that he is an appropriate person to realize the sustainable improvement
		of corporate value, and has therefore nominated him again as a candidate for
		director.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of
shares of the
No.	(Date of birth)	and significant concurrent positions outside the Company
Company held
		Sept. 1984	Joined the Company
		Jan. 1992	Senior Sales Branch Manager of Tokai
			Branch
		Apr. 2000	Deputy Executive Manager of Sales
			Headquarters
		June 2005	Vice President and Executive Manager of
			Sales Headquarters
	Atsuhiro Suzuki	Apr. 2007	Vice President and Executive Manager of
		Business Headquarters
	(June 5, 1958)
	June 2007	Senior Vice President and Executive	358,280
	(age 66)
			Manager of Business Headquarters
	Reelection	June 2011	Executive Vice President and Executive
	Term of office at the		Manager of Business Headquarters
2	June 2013	Senior Executive Vice President and
conclusion of this General
		Executive Manager of Business
	Meeting of Shareholders:
		Headquarters
	19 years
	Apr. 2015	Senior Executive Vice President
	Attendance at Board of	June 2015	Senior Executive Vice President & COO
	Directors meetings:		(Representative Director) (to the present)
	100% (12/12)
	Reasons for nomination as candidate for director:
		Atsuhiro Suzuki has accumulated experience and a track record as manager of
		the sales and business departments, etc., and has contributed to the growth of
		the Company by leading the execution of company-wide operations. As he
		possesses abundant experience and advanced insight in overall management
		and the medical equipment business as described above, the Company has
		judged that he is an appropriate person to realize the sustainable improvement
		of corporate value, and has therefore nominated him again as a candidate for
		director.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of
shares of the
No.	(Date of birth)	and significant concurrent positions outside the Company
Company held
		Oct. 2009	Joined the Company
		Apr. 2015	General Manager of EG Business Promotion
			Department, CVE Department
		Apr. 2016	General Manager of AST Department
	Tatsuya Murase	Apr. 2018	General Manager of CVE Department
	July 2020	Operating Officer and General Manager of
	(November 12, 1973)
		CVE Department	5,100
	(age 50)
	Apr. 2022	Senior Operating Officer and Executive
	Reelection		Manager of CVG Business Unit
	June 2022	Vice President and Executive Manager of
3	Term of office at the		CVG Business Unit
conclusion of this General	Jan. 2024	Senior Vice President and Executive
	Meeting of Shareholders:
		Manager of General Business Headquarters
	2 years
		(to the present)
	Attendance at Board of	Reasons for nomination as candidate for director:
	Tatsuya Murase possesses many years of experience and a track record in the
	Directors meetings:
	100% (12/12)	medical device industry. He has contributed to the growth of the Company's
		Cardiovascular Surgery business. He is currently in charge of the
		Cardiovascular, Neurovascular, Gastrointestinal and Arrhythmia businesses. As
		he possesses abundant experience and advanced insight in these areas, the
		Company has judged that he is an appropriate person to realize the sustainable
		improvement of corporate value of the Company, and has therefore nominated
		him again as a candidate for director.

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