Keihanshin Building : NOTICE OF THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS (698KB

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 1, 2023

(Measures for electronic provision commenced on May 25, 2023)

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 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are hereby notified that the 100th 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 19, 2023 (Monday) .

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1. Date and Time: Tuesday, June 20, 2023 at 10:00 a.m.

2. Place:	"OBIC HALL," 2nd floor of OBIC MIDOSUJI BUILDING
	4-2-3 Hiranomachi, Chuo-ku, Osaka
	(The venue has been changed from the previous one.)

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 100th fiscal term (from April 1, 2022 to March 31, 2023)

2. The Non-Consolidated Financial Statements for the 100th fiscal term (from April 1, 2022 to March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Seven (7) Directors

Proposal 4: Election of One (1) Audit & Supervisory Board Member

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 for the relevant proposal.
• 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.

Notes:

• 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 documents sent to shareholders also serve as documents including matters to be provided electronically based on the requests for delivery of the paper copy. However, matters to be presented as "Notes to the Consolidated Financial Statements" and "Notes to the Non-consolidated Financial Statements" are not included in the documents in accordance with laws and regulations, and Article 15 of the Articles of Incorporation of the Company. The Audit & Supervisory Board and 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

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.

For the 100th fiscal term, with regard to the business result of the Company in the fiscal year ended March 31, 2023, the Company proposes the appropriation of surplus as follows:

1. Type of dividend property Cash
2. Matters related to the allotment of dividend property to shareholders and the total amount
   18.00 yen per share of the Company's common stock

Total amount: 881,550,288 yen

Since the Company paid an interim dividend of 18.00 yen, the annual dividend per share totals 36 yen.

1. Effective date of distribution of surplus June 21, 2023

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

In order to prepare for the future expansion and diversification of the Company's business, the Company

proposes to add its business purposes to Article 2 (Purpose) of the current Articles of Incorporation of the Company.

2. Details of amendments

The details of the amendments are as follows.

			(Amended parts are underlined.)
Current Articles of Incorporation		Proposed Amendments
(Purpose)		(Purpose)
Article 2 The purpose of the Company shall be to	Article 2 The purpose of the Company shall be to
engage in the following businesses:	engage in the following businesses:
(1)	Holding, leasing, and management of	(1)	Holding, leasing, and management of
	real estate		real estate
(2)	Sale, purchase, brokerage, and appraisal	(2)	Sale, purchase, brokerage, and appraisal
	of real estate		of real estate
(3)	Promotion of horse racing and	(3)	Promotion of horse racing and
	businesses related to cooperation for the		businesses related to cooperation for the
	implementation of horse racing		implementation of horse racing
(4)	Design, execution, supervision, and	(4)	Design, execution, supervision, and
	contracting of general building work,		contracting of general building work,
	electrical contracting work, and		electrical contracting work, and
	plumbing work		plumbing work
(5)	Non-life insurance agency business and	(5)	Non-life insurance agency business and
	insurance agency business under the Act		insurance agency business under the Act
	on Securing Compensation for		on Securing Compensation for
	Automobile Accidents		Automobile Accidents
	(New)	(6)	Investment advisory services concerning
			real estate, securities, and other financial
			assets
(6)	Any and all businesses incidental or	(7)	Any and all businesses incidental or
	relating to any of the preceding items		relating to any of the preceding items

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Proposal 3: 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,	Number of
No.			shares of the
	(Date of birth)		and significant concurrent positions
			Company held
		Koichi Minami	April 1977	Joined The Sumitomo Bank, Limited
	(March 21, 1955)	April 2011	Director and Senior Managing Executive Officer,
		(68 years old)		SMBC
				June 2013	Standing Corporate Auditor, Sumitomo Mitsui
					Financial Group
		Reappointment
				Corporate Auditor, SMBC
	Number of years in	June 2016	President, the Company
	April 2018	President and Chief Executive Officer, the Company	67,800
	office as Director:
	June 2022	Chairman, the Company (to present)
		7 years
1	Attendance at the
	Board 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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