Noevir : Notice of Convocation of the 14th Annual General Meeting of Shareholders

[This English translation is an abridged version of the original notice in Japanese. In the event of any discrepancy, the Japanese version prevails.]

November 22, 2024

Trade name:	Noevir Holdings Co., Ltd.
Listing:	Tokyo Stock Exchange, Prime Market (Code Number: 4928)
Representative:	Takashi Okura, President and CEO
Address:	6-13-1 Minatojima-Nakamachi, Chuo-ku, Kobe

Notice of Convocation of the 14th Annual General Meeting of Shareholders

Thank you for your continued support of Noevir Holdings.

We hereby announce that the 14th Annual General Meeting of Shareholders will be held as detailed below.

In convening the General Meeting of Shareholders, the materials for the General Meeting of Shareholders have been provided electronically and are posted on the Company website. Please access the Company website below and check the materials for the General Meeting of Shareholders.

In lieu of attending the meeting on the day of the meeting, you may exercise your voting rights by mail or via the internet. Please read the following reference documents for the General Meeting of Shareholders and vote by 5:30 p.m. on December 6, 2024 (Friday).

Thank you for your attention.

Materials for the General Meeting of Shareholders (Japanese only) https://www.noevirholdings.co.jp/ir/shareholder/index.htm

Voting by letter

Indicate your vote for or against the proposal on the enclosed voting form and return it to arrive by the voting deadline above. If there is no vote for or against the proposal on the voting form, it will be considered as a vote in favor of the proposal.

Voting by internet, etc.

Confirm the "Information regarding voting by internet" listed on page 3 (available in Japanese only), then enter your vote for or against the proposals by the voting deadline above.

Internet disclosure

The following points in the materials for the General Meeting of Shareholders will be posted on the Company's website, etc., in accordance with the provisions of laws and regulations and the Company's Articles of Incorporation. They are therefore not included in this convocation notice.

1. System for Ensuring Appropriate Business Operations in the Business Report
2. Consolidated changes to equity and Notes to the Consolidated Financial Statements in the consolidated financial statements
3. Non-consolidatedchanges to equity and Notes to the Non-Consolidated Financial Statements in the non-consolidated financial statements

In the event of an amendment to the materials for the General Meeting of Shareholders, the amended content will be posted on the Company website, etc.

Materials for the General Meeting of Shareholders (Japanese only) https://www.noevirholdings.co.jp/ir/shareholder/index.htm

1. Time and date: December 9, 2024 (Monday) at 10:00 a.m. (Reception opens at 09:00 a.m.)

2. Location:	Headquarters, 6-13-1 Minatojima-Nakamachi, Chuo-ku, Kobe
3. Agenda:	Reports
	Business report for the 14th business year (October 1, 2023, to September 30, 2024),
	consolidated financial statements, other financial report documents, and audit report
	on consolidated financial statements by the accounting auditor and Audit &
	Supervisory Board
	Matters for Resolution
	Proposal Appointment of 13 Directors

4. Exercise of voting rights: If you vote by both letter and internet, we will consider the vote made by internet to be valid.

If you vote by internet multiple times, we will consider the last vote to be valid.

If you attend the meeting on the day, please bring the enclosed voting form with you and present it at reception. Please be aware that only shareholders eligible to exercise voting rights will be admitted into the meeting, and that representatives, associates, etc., who are not shareholders will not be admitted, even if they carry the voting form. When you attend the meeting on the day, please bring this convocation notice with you.

Materials for the General Meeting of Shareholders are posted on the Tokyo Stock Exchange (TSE) website in addition to the Company website.

Please access the following TSE website, enter and search the Issue name (company name) or the Code, select "Basic information" and "Documents for public inspection/PR information," and check the materials for the General Meeting of Shareholders.

TSE website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Proposal Appointment of 13 Directors

The terms of office of all 13 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. We therefore request the election of 13 Directors.

The Director candidates are as follows.

Candidate

number

1

2

3

4

5

6

7

8

9

10

11

12

13

Name		Current position in the Company
Hiroshi Okura	Reelection	Chairman and Representative Director
Takashi Okura	Reelection	President and CEO
Ikkou Yoshida	Reelection	Managing Director
Yasuo Kaiden	Reelection	Director
Masataka Nakano	Reelection	Director
Takeshi Okura	Reelection	Director
	Reelection
Ryo Tsuchida	Outside	Outside Director
	Independent
	Reelection
Maho Kinami	Outside	Outside Director
	Independent
	Reelection
Emima Abe	Outside	Outside Director
	Independent
	Reelection
Mari Ishimitsu	Outside	Outside Director
	Independent
	Reelection
Haruhi Kuroda	Outside	Outside Director
	Independent
	Reelection
Emi Kanagasaki	Outside	Outside Director
	Independent
	Reelection
Mari Tomita	Outside	Outside Director
	Independent

Candidate number

1

2

			Number of
Name	Career history, position, offices held, and important concurrent	the
(Date of birth)		positions held	Company's
			shares held
	April 1964	Founded J. H. Okura & Co., Ltd.
	June 1971	J. H. Okura & Co., Ltd. transformed into
Hiroshi Okura		limited liability company; President and CEO
May 1978	Company name changed to Noevir Co., Ltd.;
(August 9, 1936)	1,000,000
	President and CEO
		shares
	September 2009	Chairman and Representative Director
Reelection
	March 2011	Retired as Representative Director; Chairman
		and Representative Director of Noevir
		Holdings Co., Ltd. (current)

Reason for Selection as Director Candidate

Mr. Hiroshi Okura was selected as a candidate for director because as the founder of the Company, he has contributed to the development of the entire Group and has abundant experience and advanced insights into management.

	September 1990	Joined Noevir Co., Ltd.
	December 1993	Director, Assistant General Manager of Sales
		Division, Head of International Affairs
	February 1998	Managing Director, Manager of Management
		Strategy Department, Head of Sales Division
Takashi Okura		1 and Head of Sales Division 4
December 2001	Representative Director, Vice President and
(January 16, 1964)	3,700,000
	COO
		shares
	September 2009	President and CEO
Reelection
	March 2011	Retired as Representative Director; President
		and CEO of Noevir Holdings Co., Ltd.
		(current)

(Important Concurrent Positions Held)

CEO of Noevir Holding of America, Inc.

Reason for Selection as Director Candidate

Mr. Takashi Okura was selected as a candidate for director because he has been involved with the Group's management since its foundation and has played a central role in expanding the entire Group's earnings as President and CEO.

Candidate number

3

4

			Number of
Name	Career history, position, offices held, and important concurrent	the
(Date of birth)		positions held	Company's
			shares held
	January 1982	Joined Noevir Co., Ltd.
	December 2007	Director, General Manager of Management
		Strategy Department, Head of the Public &
		Investor Relations Department
	December 2009	Director and Senior Executive Officer,
		General Manager of Management Strategy
		Department
	March 2011	Retired as Director; Director and Senior
Ikkou Yoshida		Executive Officer, General Manager of
(June 10, 1957)		Management Strategy Department, Noevir	3,533 shares
		Holdings Co., Ltd.
Reelection	December 2013	Director and Senior Executive Officer,
		General Manager of Management Strategy
		Department, General Manager of Public &
		Investor Relations Department
	December 2014	Director, Management Strategy and Public &
		Investor Relations
	September 2021	Managing Director, Administrative
	December 2022	Managing Director of Noevir Holdings Co.,
		Ltd. (current)

Reason for Selection as Director Candidate

Mr. Ikkou Yoshida was selected as a candidate for director because he has abundant experience and knowledge regarding management in general, having served as Chief Officer of Administrative for the entire Group.

	July 1978	Joined Noevir Co., Ltd.
	December 1994	Director, Assistant General Manager of Sales
		Division, Head of Chubu Region
	December 2009	Director and Senior Executive Officer,
		General Manager of Manufacturing and
Yasuo Kaiden		Logistics Division, Head of Management
	Information Systems Department
(November 4,
March 2011	President and CEO of Noevir Co., Ltd. /	30,159
1955)
	Director of Noevir Holdings Co., Ltd.	shares
Reelection		(current)
September 2024	Chairman and Representative Director of
		Noevir Co., Ltd. (current)

(Important Concurrent Positions Held)

Chairman and Representative Director of

Noevir Co., Ltd.

Reason for Selection as Director Candidate

Mr. Yasuo Kaiden was selected as a candidate for director because of his abundant experience and knowledge of management in general, having served as Chairman and Representative Director of one of the Company's main subsidiaries.

Candidate number

5

Name

(Date of birth)

Masataka Nakano (April 18, 1952)

Reelection

		Number of
Career history, position, offices held, and important concurrent	the
	positions held	Company's
		shares held
June 1978	Joined Noevir Co., Ltd.
October 1995	Representative Director and President of NOV
	Co., Ltd.
June 2000	Representative Director and President of
	SANA Co., Ltd.
September 2004 Director and Vice President of TOKIWA
	Pharmaceutical Co., Ltd.
February 2010	President and CEO of TOKIWA
	Pharmaceutical Co., Ltd.
March 2011	Director of Noevir Holdings Co., Ltd.
	(current)	8,960 shares
September 2022	Chairman and Representative Director of
	TOKIWA Pharmaceutical Co., Ltd.
July 2023	Representative Director, Chairman and
	President of TOKIWA Pharmaceutical Co., Ltd.
September 2024	Chairman and Representative Director of
	TOKIWA Pharmaceutical Co., Ltd. (current)

(Important Concurrent Positions Held)

Chairman and Representative Director of

TOKIWA Pharmaceutical Co., Ltd.

6

Reason for Selection as Director Candidate

Mr. Masataka Nakano was selected as a candidate for director because of his abundant experience and knowledge of management in general, having served as Chairman and Representative Director of one of the Company's main subsidiaries.

	April 2020	Joined Sumitomo Mitsui Banking Corporation
Takeshi Okura	September 2021	Joined Noevir Holdings Co., Ltd.; Executive
(July 24, 1995)		Officer, Internal Audit	10,000
	December 2023	Director of Noevir Holdings Co., Ltd.	shares
Reelection		(current)

Reason for Selection as Director Candidate

Mr. Takeshi Okura was selected as a candidate for director because, having served as Chief Officer of Internal Audit for the entire Group, he has advanced insights into operations.

Candidate	Name
number	(Date of birth)

Career history, position, offices held, and important concurrent

positions held

Number of

the

Company's

shares held

7

Ryo Tsuchida (July 4, 1968)

Reelection

Outside Director

Independent Officer

April 2002	Associate Professor of Law, University of East
	Asia
April 2003	Associate Professor of Law, Meijo University
January 2010	Registered as an attorney; joined Frontier Law
	Firm (current)
April 2011	Professor of Law, Omiya Law School
April 2014	Professor of Law, Senshu University
November 2017	Outside Director of UPR Corporation
	(current)
December 2018	Outside Audit & Supervisory Board Member
	of Noevir Holdings Co., Ltd.
April 2020	Professor of Sophia Law School (current)
December 2021	Outside Director of Noevir Holdings Co., Ltd.
	(current)

1,099 shares

(Important Concurrent Positions Held)

Outside Director of UPR Corporation

Professor of Sophia Law School

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Mr. Ryo Tsuchida was deemed an appropriate appointee to continue as an Outside Director because he has expert knowledge as an attorney, a college professor and an Outside Director at other companies and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to continue to fulfill the aforementioned role.

	December 2010 Registered as an attorney; joined Zaoo Law
		Office
	December 2017 Outside Director of Noevir Holdings Co., Ltd.
		(current) / opened Kinami Law Office
		(current)
Maho Kinami	June 2019	Outside Director of Advanex Inc.
(February 14, 1976)	June 2022	Outside Audit & Supervisory Board Member
		of Sourcenext Corporation (current)
Reelection	June 2024	Outside Audit & Supervisory Board Member	494 shares
Outside Director		of KAWADEN CORPORATION (current)

Independent Officer

8(Important Concurrent Positions Held)

Representative of Kinami Law Office

Outside Audit & Supervisory Board Member

of Sourcenext Corporation

Outside Audit & Supervisory Board Member

of KAWADEN CORPORATION

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Ms. Maho Kinami was deemed an appropriate appointee to continue as an Outside Director because she has expert knowledge as an attorney and an Outside Auditor at other companies and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to continue to fulfill the aforementioned role.

Candidate	Name
number	(Date of birth)

Emima Abe

(December 31,

1979)

Reelection

Outside Director

• Independent Officer

Career history, position, offices held, and important concurrent

positions held

December 2013	Registered as an attorney
August 2016	Joined Max General Law Firm (present
	Miyamasuzaka the Firm Law & Accounting
	Office) (current)
December 2018	Outside Director of Noevir Holdings Co., Ltd.
	(current)
March 2022	Outside Director of B-R 31 Ice Cream Co.,
	Ltd. (current)
June 2023	Outside Director (Audit and Supervisory
	Committee Member) of Lifenet Insurance
	Company (current)
March 2024	Outside Audit & Supervisory Board Member
	of Intermestic Inc. (current)
	(Important Concurrent Positions Held)
	Outside Director of B-R 31 Ice Cream Co.,
	Ltd.
	Outside Director (Audit and Supervisory
	Committee Member) of Lifenet Insurance
	Company
	Outside Audit & Supervisory Board Member
	of Intermestic Inc.

Number of

the

Company's

shares held

305 shares

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Ms. Emima Abe was deemed an appropriate appointee to continue as an Outside Director because she has expert knowledge as an attorney, an Outside Director and an Outside Auditor at other companies and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to fulfill the aforementioned roles.

		October 2006	Registered as an attorney; joined Nogaki Law
			Office
	Mari Ishimitsu	May 2008	Committee member of Ehime Asahi
		Television, Inc. TV Program Assessment
	(October 3, 1973)
		Council (current)
			298 shares
	Reelection	April 2009	Opened Mori & Ishimitsu Law Office
	April 2021	Vice-president of Ehime Bar Association
	Outside Director
10	Independent Officer	October 2021	Opened Mikan Law Office (current)
		December 2021	Outside Director of Noevir Holdings Co., Ltd.

(current)

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Ms. Mari Ishimitsu was deemed an appropriate appointee to continue as an Outside Director because she has expert knowledge as an attorney and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to continue to fulfill the aforementioned role.

Candidate number

11

Name

(Date of birth)

Haruhi Kuroda (April 16, 1987)

Reelection

Outside Director

Independent Officer

Career history, position, offices held, and important concurrent

positions held

August 2011	Registered as an attorney
September 2011	Joined Nishimura & Asahi
April 2016	Joined Homma & Partners (current)
December 2021	Outside Director of Noevir Holdings Co., Ltd.
	(current)
June 2023	Outside Director of Saison Information
	Systems Co., Ltd. (present Saison Technology
	Co., Ltd.) (current)

Number of

the

Company's

shares held

298 shares

12

(Important Concurrent Positions Held)

Outside Director of Saison Technology Co.,

Ltd.

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Ms. Haruhi Kuroda was deemed an appropriate appointee to continue as an Outside Director because she has expert knowledge as an attorney and an Outside Director at other companies and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to continue to fulfill the aforementioned role.

	December 2012 Registered as an attorney
Emi Kanagasaki	April 2017	Opened Jujo Oji Law Office (current)
April 2022	Executive Governor of Japan Federation of
(June 18, 1976)
	Bar Associations
Reelection	December 2023	Outside Director of Noevir Holdings Co., Ltd.	18 shares
	(current)

Outside Director
Independent Officer	(Important Concurrent Positions Held)
	Representative of Jujo Oji Law Office

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Ms. Emi Kanagasaki was deemed an appropriate appointee to continue as an Outside Director because she has expert knowledge as an attorney and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to continue to fulfill the aforementioned role.

	December 2017	Registered as an attorney
Mari Tomita	January 2018	Joined City-Yuwa Partners
(June 20, 1991)	July 2019	Joined World Co., Ltd.
Reelection	August 2022	Joined Shiroyama-Tower Law Office (current)	92 shares
December 2023	Outside Director of Noevir Holdings Co., Ltd.
Outside Director		(current)

13 Independent Officer

Reason for Selection as Outside Director Candidate and Outline of Expected Role

Ms. Mari Tomita was deemed an appropriate appointee to continue as an Outside Director because she has expert knowledge as an attorney and contributes beneficial opinions at the Company's Board of Directors meetings, and is expected to continue to fulfill the aforementioned role.

(Notes)

1. None of the candidates has a special interest relationship with the Company.
2. Mr. Ryo Tsuchida, Ms. Maho Kinami, Ms. Emima Abe, Ms. Mari Ishimitsu, Ms. Haruhi Kuroda, Ms. Emi Kanagasaki, and Ms. Mari Tomita are candidates for Outside Directors. The Company has identified Mr. Ryo Tsuchida, Ms. Maho Kinami, Ms. Emima Abe, Ms. Mari Ishimitsu, Ms. Haruhi Kuroda, Ms. Emi Kanagasaki, and Ms. Mari Tomita as independent directors/auditor as provided by Tokyo Stock Exchange, Inc. and has submitted notification to the exchange. If their appointments are approved, the Company plans to continue treating them as independent directors.
   Mr. Ryo Tsuchida's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be three years.
   Ms. Maho Kinami's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be seven years.
   Ms. Emima Abe's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be six years.
   Ms. Mari Ishimitsu's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be three years.
   Ms. Haruhi Kuroda's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be three years.
   Ms. Emi Kanagasaki's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be one year.
   Ms. Mari Tomita's length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be one year.
3. Liability limitation agreements with Outside Directors
   The Company has concluded liability limitation agreements with Mr. Ryo Tsuchida, Ms. Maho Kinami, Ms. Emima Abe, Ms. Mari Ishimitsu, Ms. Haruhi Kuroda, Ms. Emi Kanagasaki, and Ms. Mari Tomita, limiting their liability for damages under Article 427, paragraph 1 of the Companies Act.
   This means that if they were to cause the Company to sustain a loss by neglecting their duties, their liability to the Company would be limited to the lowest liability limit amount provided in Article 425, paragraph 1 of the same act, in cases where they have acted in good faith and without gross negligence. If their appointments are approved, the Company intends to continue these agreements with them.
4. The Company has concluded Directors and Officers liability insurance agreements with the Company's Directors, etc., as the insured. These agreements provide coverage for damages and litigation expenses in the event that they are held liable for damages arising out of the performance of their duties. However, there is a limit to the amount of coverage, and damages arising from violation of laws and regulations or other criminal acts knowingly committed by the insured are not covered. If the appointments of each of the candidates are approved, the Company intends to insure them under these insurance agreements, and the Company also intends to extend these agreements, which are due to expire following the Annual General Meeting of Shareholders.
5. The number of the Company's shares held by each candidate includes their respective holdings in the Noevir Holdings Officers' Shareholding Association.