Xebio : Notice of the 52nd General Meeting of Shareholders

Note: 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.

[Paper-Based Documents for Delivery] Securities code: 8281 Date of mailing: June 11, 2024

Start date of measures for electronic provision: June 3, 2024

To our shareholders:

Tomoyoshi Morohashi President

XEBIO HOLDINGS CO., LTD.

3-7-35 Asahi, Koriyama-shi, Fukushima

NOTICE OF THE 52ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 52nd Ordinary General Meeting of Shareholders of XEBIO HOLDINGS CO., LTD. (the "Company"), which will be held 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. (matters 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.xebio.co.jp/ja/ir/general-meeting.html(in Japanese)

Website for posted informational materials for the General Meeting of Shareholders: https://d.sokai.jp/8281/teiji/(in Japanese)

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

(Access the TSE website above, enter "XEBIO HOLDINGS" in "Issue name (company name)" or the Company's securities code "8281" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Click "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]") under "Documents for public inspection" to view the information.

Shareholders who are not attending this Meeting in person may exercise their voting rights in advance via the Internet or in writing (postal mail) and they are kindly requested to do so by 5:00 p.m. on Wednesday, June 26, 2024 (Japan Standard Time), after reviewing the Reference Documents for the General Meeting of Shareholders.

Exercise of Voting Rights via the Internet

Please access the website designated by the Company for the exercise of voting rights (https://www.tosyodai54.net), input the voting code and password stated on the voting form enclosed with this notice, follow the on-screen instructions and enter your approval or disapproval of the proposals by the deadline for voting indicated above.

When exercising voting rights via the Internet, please review "Information on Voting via the Internet" described below.

Exercise of Voting Rights in Writing (via Postal Mail)

Please indicate your approval or disapproval of the proposals on the voting form and return it so that it is received by the deadline for voting indicated above.

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1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue: Koriyama View Hotel Annex, 4th Floor

10-10 Nakamachi, Koriyama-shi, Fukushima

(See map for directions to meeting room at end of this Notice.) (Japanese version only)

1. Purposes:
   Items to be reported:
   Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 52nd fiscal year (from April 1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
   Items to be resolved:
   Proposal 1: Election of six (6) Directors
   Proposal 2: Election of one (1) Audit & Supervisory Board Member
   Proposal 3: Issuance of stock acquisition rights as stock options
2. Items Decided Prior to the Convocation of the Ordinary General Meeting of Shareholders:
3. 1. Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following matters.
   2. 1. Information on the Stock Acquisition Rights, etc. of the Business Report
      2. Company Structure and Policies of the Business Report
      3. Consolidated Statement of Changes in Equity
      4. Notes to Consolidated Financial Statements
      5. Non-ConsolidatedStatement of Changes in Equity
      6. Notes to Non-Consolidated Financial Statements
   3. In case that there is no indication of approval or disapproval for the proposals on the returned voting form when exercising voting in writing (postal mail), the vote will be regarded as having indicated approval for the proposals made by the Company.
   4. In case the voting right is exercised multiple times via the Internet, the last vote will be deemed to be the effective vote.
   5. In case the voting rights are exercised in duplicate via the Internet or in writing, exercise of voting rights on the Internet will be deemed to be the effective vote regardless of the date and time of arrival of the vote.

• When attending this Meeting in person, please present the voting form at the venue reception.
• 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 the Company's website, the website for posted informational materials for the General Meeting of Shareholders, and the TSE website.

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Dividend from surplus

The Company, in accordance with Article 459 of the Companies Act, has stipulated that dividends from surplus can be distributed by a resolution of the Board of Directors in Article 38 of its Articles of Incorporation.

As for year-end dividend for the fiscal year under review, the Board of Directors, at its meeting held on April 16, 2024, resolved to pay dividend from surplus as described below.

1. Matters concerning allotment of dividend assets to shareholders and the total amount thereof 15 yen per share of common stock
   Total amount of dividends: 663,159,840 yen
   (This would result in an annual dividend of 30 yen per share along with the interim dividend of 15 yen per share paid on December 11, 2023.)
2. Effective date of the dividend payment from surplus Wednesday, June 12, 2024

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal 1:Election of six (6) Directors

At the conclusion of this Meeting, the terms of office of all current six (6) Directors will expire. Therefore, the Company proposes the election of six (6) Directors.

The candidates for Director are as follows:

	Name	Career Summary, Significant Positions Concurrently Held	Number of
No.	Company's
(Date of birth)	Position and Responsibilities in the Company
	Shares Held
		Dec. 1994	Joined the Company
		May 2000	Corporate Officer, Deputy General Manager,
			Sports Business Department, Sales Division
			of the Company
		June 2000	Director, Corporate Officer, Deputy General
			Manager, Sports Business Department, Sales
1	Tomoyoshi Morohashi		Division of the Company	1,173,950
Oct. 2001	Director, General Manager, Sports Business
(August 28, 1964)	shares
			Department of the Company
		July 2002	Managing Director, Senior General Manager,
			Sales Division of the Company
		Feb. 2003	President of the Company (current)
		Significant Positions Concurrently Held
		President, XEBIO Co., Ltd.
		Apr. 1974	Joined TOMEN Corporation
		Apr. 2000	President, TOMEN Corporation, Shanghai
		Apr. 2004	General Manager, Textile Materials Division,
			TOMEN Corporation
		Jan. 2005	General Manager, Textile Raw Materials
			Division, TOMEN Corporation
2	Takeshi Kitazawa	Apr. 2008	Corporate Officer, General Manager, Human	0 shares
(November 4, 1950)		Resources Development Division, Assistant
			to Executive Officer in charge of Personnel
			Affairs of the Company
		June 2008	Director of the Company (current)
		Significant Positions Concurrently Held
		Auditor, Cross Tech Sports Co., Ltd.
		Auditor, Golf Partner Korea Co., Ltd.

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	Name	Career Summary, Significant Positions Concurrently Held	Number of
No.	Company's
(Date of birth)	Position and Responsibilities in the Company
	Shares Held
		Apr. 1986	Joined MITSUI & CO., LTD.
		Dec. 2012	Vice president, Senior General Manager,
			Sales Management Division, Mitsui Bussan
			Inter Fashion Ltd., on secondment from
			MITSUI & CO., LTD.
		June 2015	General Manager, West Japan CS
	*Tsuyoshi Fujisawa		Department, Consumer Services Division,
3		MITSUI & CO., LTD.	0 shares
(April 2, 1963)	Apr. 2017	Counselor, Consumer Business Division,
			MITSUI & CO., LTD.
		July 2018	Corporate Officer, XEBIO HOLDINGS CO.,
			LTD., President and CEO, Victoria, Inc.
		May 2023	President, Victoria, Inc. (current)
		Significant Positions Concurrently Held
		President, Victoria, Inc.
		Apr. 1974	Joined Ajinomoto Co., Inc.
		July 2001	President, Ajinomoto Vietnam Co., Ltd.
		June 2005	Executive Officer, General Manager, Human
			Resources Dept., Ajinomoto Co., Inc.
		June 2009	Director, Vice President, Ajinomoto Co., Inc.
	Tamotsu Iwamoto	June 2011	Director, Senior Vice President, Ajinomoto
4		Co., Inc.	1,000 shares
(September 25, 1950)
	June 2015	Representative Director, Executive Vice
			President, Ajinomoto Co., Inc.
		June 2017	Senior Advisor, Ajinomoto Co., Inc.
		June 2021	Outside Director of the Company (current)
		Significant Positions Concurrently Held
		Director, Shimizu Corporation

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	Name	Career Summary, Significant Positions Concurrently Held	Number of
No.	Company's
(Date of birth)	Position and Responsibilities in the Company
	Shares Held
		Apr. 2001	Joined Future System Consulting Corp.
		Jan. 2010	Manager, Future Architect, Inc.
		Jan. 2011	Second and First Secretary, Embassy of
			Japan in Denmark, on secondment from the
			Ministry of Foreign Affairs
		June 2015	Founding Managing Director, H3, Inc.
			(current)
		Apr. 2016	Vice President, Future Corporation (current)
5	Tomoko Sumida	Apr. 2017	Director, CodeCamp Co., Ltd.	0 shares
Dec. 2018	Director, LaiBlitz, Inc. (current)
(January 22, 1974)
		July 2019	Director, International Foundation for
			Information Technology
		Oct. 2019	Director, Global Ichiba Corporation (current)
		Nov. 2022	Senior Expert, Digital Agency (current)
		June 2023	Outside Director of the Company (current)
		Significant Positions Concurrently Held
		Vice President, Future Corporation
		Senior Expert, Digital Agency
		Oct. 2001	Registered as attorney at law (Dai-Ichi Tokyo
			Bar Association)
	*Rintaro Shinohara	Oct. 2001	Joined Mori Sogo (current Mori Hamada &
6		Matsumoto)	0 shares
(February 20, 1977)
	Significant Positions Concurrently Held
		Attorney at law
		Partner, Mori Hamada & Matsumoto
Notes: 1. Those marked with an asterisk (*) are being newly nominated as candidates for Director.

1. There is no special interest between any of the director candidates and the Company.
2. Mr. Tamotsu Iwamoto, Ms. Tomoko Sumida, and Mr. Rintaro Shinohara are candidates for Outside Director.
   The Company has notified the Tokyo Stock Exchange that Mr. Tamotsu Iwamoto and Ms. Tomoko Sumida are independent directors who are not likely to cause conflict of interest with general shareholders as mandated by the exchange.
3. Reasons for nomination as candidate for Director and expected roles
   Mr. Tomoyoshi Morohashi has extensive experience and broad insight as a corporate manager. The Company expects that his experience in various operations within the Company, along with the leadership he has demonstrated as the President of the Company, will enable him to play an adequate role in making decisions on important matters and supervising the execution of duties of the Company and its subsidiaries (the "Group"). The term of office for Mr. Tomoyoshi Morohashi as President of the Company will be twenty one (21) years at the conclusion of this Ordinary General Meeting of Shareholders.
   Mr. Takeshi Kitazawa has broad knowledge and experience in Japan and overseas he gained at a trading company, and the Company expects him to leverage this knowledge and experience in developing the overseas business and other businesses of the Group. In addition, he has experience as corporate officer in charge of personnel affairs reform and human resources development at the Company. The Company expects him to play an adequate role in making decisions on important matters and supervising the execution of duties of the Group. The term of office for Mr. Takeshi Kitazawa as Director of the Company will be sixteen (16) years at the conclusion of this Ordinary General Meeting of Shareholders.

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Mr. Tsuyoshi Fujisawa has broad insight gained from his experience at a trading company and has experience as President of the Company's subsidiary Victoria, Inc. The Company expects him to play an adequate role in making decisions on important matters and supervising the execution of duties of the Group. Mr. Tsuyoshi Fujisawa is being newly nominated as a candidate for Director.

Mr. Tamotsu Iwamoto has extensive experience and broad knowledge as a corporate manager, based on which the Company expects him to fulfill the roles and responsibilities expected of an Outside Director including supervision of management and providing advice on overall management. The term of office for Mr. Tamotsu Iwamoto as Outside Director of the Company will be three (3) years at the conclusion of this Ordinary General Meeting of Shareholders.

Ms. Tomoko Sumida has extensive experience and broad knowledge as a corporate officer, based on which the Company expects her to fulfill the roles and responsibilities expected of an Outside Director, such as a high level of insight related to the field of IT. The term of office for Ms. Tomoko Sumida as Outside Director of the Company will be one (1) year at the conclusion of this Ordinary General Meeting of Shareholders.

Mr. Rintaro Shinohara is a licensed attorney, and the Company expects him to leverage the knowledge and experience he has gained to date in the legal affairs of the Company, primarily in internal control. Mr. Rintaro Shinohara is being newly nominated as a candidate for Outside Director.

1. Limited Liability Agreement with Outside Directors
2. • 
     To allow the Company to attract effective personnel as Outside Directors, the Company's Articles of Incorporation provide that the Company may conclude an agreement with its Directors (excluding those who are executive directors, etc.) to limit their liabilities for damages to the Company within a certain range. Based on this provision, the Company has concluded the said limited liability agreements with Mr. Tamotsu Iwamoto and Ms. Tomoko Sumida.
     The outline of the agreement is as described below.
   • If an Outside Director is liable for damages to the Company due to negligence of his or her duties, the liability shall be limited to the minimum amount stipulated in laws and regulations.
   • The above limitation of liability shall be limited to cases where the concerned Outside Director has performed his or her duties in good faith and without gross negligence.
   • If the reelection of Mr. Tamotsu Iwamoto and Ms. Tomoko Sumida and the election of Mr. Rintaro Shinohara are approved and adopted, the Company will conclude limited liability agreements with them.
3. Directors and Officers Liability Insurance Policy
4. 
   The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy will cover the compensation for damages, legal fees, and other losses, which the insured party would otherwise have to bear, arising from claim for damages brought by a shareholder, a third party, or others. If the candidates are elected and appointed as Directors, they will become an insured of the said insurance policy. The Company plans to renew the insurance policy with the same contents at the time of next renewal.

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Proposal 2:Election of one (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Yuuichi Hoshikawa will expire at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) Audit & Supervisory Board Member.

The proposal has been approved by the Audit & Supervisory Board.

Name	Career Summary, Significant Positions Concurrently Held	Number of
Company's
(Date of birth)		Positions in the Company
	Shares Held
	Apr. 1979	Joined the Company
	Apr. 1989	General Manager, 2nd Sports Merchandise
		Department of the Company
	Apr. 2002	General Manager, West Japan Block, Store
		Operations Department of the Company
	Apr. 2003	General Manager, Human Resources
Yuuichi Hoshikawa		Department of the Company
June 2009	General Manager of General Affairs	2,800 shares
(October 1, 1960)
	Department of the Company
	Oct. 2015	General Manager, Group General Affairs
		Department, XEBIO Corporate Co., Ltd.
	June 2020	Audit & Supervisory Board Member
		(current)
	Significant Positions Concurrently Held
	Audit & Supervisory Board Member, Xebio Card Co., Ltd.
Notes: 1. There is no special interest between the candidate and the Company.

1. Reasons for nomination as candidate for Audit & Supervisory Board Member
2. 
   The Company judges that Mr. Yuuichi Hoshikawa will be able to supervise management and provide appropriate advice based on his broad and high level of knowledge and extensive experience he has gained as a company executive over many years. Therefore, the Company proposes his election as Audit & Supervisory Board Member.
3. Limited Liability Agreement with Audit & Supervisory Board Members
4. • 
     To allow the Company to attract effective personnel as Audit & Supervisory Board Members, the Company's Articles of Incorporation provide that the Company may conclude an agreement with its Audit & Supervisory Board Member to limit their liabilities for damages to the Company within a certain range. Based on this provision, the Company has concluded the said limited liability agreement with Mr. Yuuichi Hoshikawa, who is a candidate for Audit & Supervisory Board Member.
     The outline of the agreement is as described below.
   • If an Audit & Supervisory Board Member is liable for damages to the Company due to negligence of his or her duties, the liability shall be limited to the minimum amount stipulated in laws and regulations.
   • The above limitation of liability shall be limited to cases where the concerned Audit & Supervisory Board Member has performed his or her duties in good faith and without gross negligence.
     If the reelection of Mr. Yuuichi Hoshikawa is approved and adopted, the Company will conclude a limited liability agreement with him.
5. Directors and Officers Liability Insurance Policy
6. 
   The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy will cover the compensation for damages, legal fees, and other losses, which the insured party would otherwise have to bear, arising from claim for damages brought by a shareholder, a third party, or others. If the reelection of Mr. Yuuichi Hoshikawa is approved and adopted, he will become an insured of the said insurance policy. The Company plans to renew the insurance policy with the same contents at the time of next renewal.

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[Reference] Skill Matrix of Directors and Audit & Supervisory Board Members (Planned After the Ordinary General Meeting of Shareholders to be held on June 27, 2024)

	Concurrently			Expertise and Experience Possessed by the Candidates
Name	Held							Legal affairs	Human
Positions in	Corporate	Market	Global	M&A	IT	Finance	Resources	Sustain-
	the	Risk	Develop-
	management	Digital	ability
	Company					management	ment
									Diversity
Tomoyoshi	Director	●	●		●					●
Morohashi
Takeshi	Director		●	●					●
Kitazawa
Tsuyoshi	Director	●	●	●	●
Fujisawa
Tamotsu	Outside	●		●					●	●
Iwamoto	Director
Tomoko	Outside			●	●	●			●
Sumida	Director
Rintaro	Outside			●	●			●
Shinohara	Director
Yuuichi	Audit &
Supervisory		●					●	●
Hoshikawa	Board
	Member
Mikio	External				●		●
Koyano	Auditor
Hitoshi	External						●
Kanno	Auditor

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Proposal 3:Issuance of stock acquisition rights as stock options

This proposal seeks approval for the issuance of stock acquisition rights under preferential terms to Directors, Corporate Officers, and employees of the Company and its consolidated subsidiaries and to delegate the determination of the terms and conditions of the offer thereof to the Board of Directors of the Company pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act as described below.

The issuance of the said stock acquisition rights to Directors of the Company falls under non-monetary compensation to Directors and the amount has not been finalized. The proposal, therefore, seeks approval also for the calculation method for the stock acquisition rights to be allotted as compensation.

The stock acquisition rights as stock options are aimed at enhancing motivation for improving the business performance of the Group and increasing its corporate value as well as boosting morale. The amount of compensation related to stock acquisition rights as stock options for Directors (excluding Outside Directors) shall be determined based on the business performance and the status of execution of duties by them and the level of their contribution, and is the product of the fair value per stock acquisition right on the grant date, as calculated using the Black-Scholes model, and the number of stock acquisition rights allotted.

Considering the above, the Company believes that the amount of compensation related to stock acquisition rights as stock options, its specific contents, and the details of the compensation, etc. to Directors are appropriate.

If Proposal 1 is approved, the number of Directors of the Company eligible for the allotment of the said stock acquisition rights shall be three (excluding the three Outside Directors).

The details of the stock acquisition rights are as follows.

1. The reason why the Company needs to offer the stock acquisition rights under preferential terms
   The stock acquisition rights will be issued according to the following guidelines with the aim of offering incentives for improving the business performance of the Group, increasing corporate value, and boosting management awareness with a focus on shareholders.
2. Guidelines for issuance of stock acquisition rights
3. 1. Persons to whom stock acquisition rights will be granted
      Directors, Corporate Officers, and employees of the Company and its consolidated subsidiaries
   2. Class and number of shares to be issued upon exercise of stock acquisition rights
      The class of shares to be issued upon exercise of stock acquisition rights shall be the common stock of the Company.
      The number of shares to be issued upon exercise of each stock acquisition right ("Number of Granted Shares") shall be 100 shares.
      In the event that the Company splits its common stock (including allotment of its common stock without compensation; the same applies hereinafter) or consolidates its common stock on or after the date of grant of stock acquisition rights ("Grant Date"), the Number of Granted Shares shall be adjusted according to the formula outlined below. Provided, however, that such adjustment shall be made only to those that remain unexercised at the time of such adjustment. Any fraction of less than one share resulting from the adjustment shall be rounded down.

Number of Granted	=	Number of Granted Shares	×	Ratio of stock split or
Shares after adjustment	before adjustment	consolidation

Number of Granted Shares after adjustment shall be applied on the following day of the record date of the stock split (if the record date is not stipulated, the effective date) in the case of stock split, and on the effective date or later in the case of stock consolidation.

However, if a stock split is carried out on the condition that a proposal to increase capital or capital reserve by reducing the amount of retained earnings is approved at the Company's Ordinary General Meeting of Shareholders and a date before the closure of the said Ordinary General Meeting of Shareholders is set as the record date for stock split, the Number of Granted Shares after adjustment shall be applied from the following day of the date on which the said Ordinary General Meeting of Shareholders closes.

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