Sapporo : Notice of Convocation of the 98th Ordinary General Meeting of Shareholders(337KB)

(TRANSLATION)

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

(Securities code: 2501) March 4, 2022

To Our Shareholders

Masaki Oga

President and Representative Director

Sapporo Holdings Limited

20-1, Ebisu 4-chome,Shibuya-ku, Tokyo

Notice of Convocation of the 98th Ordinary General Meeting of Shareholders

Dear Sirs/Madams:

You are cordially invited to attend the 98th Ordinary General Meeting of Shareholders of Sapporo Holdings Limited (the "Company") to be held as described below.

We would be grateful if you would take the time to exercise your voting rights by one of the methods described on pages 2 and 3.

Date and time of the meeting:

Place of the meeting:

Purpose of the meeting: Matters to be reported:

Description

Wednesday, March 30, 2022 at 10:00 a.m.

(The reception desk is presently scheduled to open at 9:00 a.m.)

The Garden Hall (inside Yebisu Garden Place) 13-2, Mita 1-chome,Meguro-ku, Tokyo

1. Reports on the business, the consolidated financial statements, and the results of audit of the consolidated financial statements by the accounting auditors and the Audit & Supervisory Committee for the 98th business term (from January 1, 2021 to December 31, 2021).
2. Report on the non-consolidated financial statements for the 98th business term (from January 1, 2021 to December 31, 2021).

Matters to be resolved:

Proposal No. 1: Dividends from Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

Proposal No. 4: Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

Proposal No. 5: Election of One (1) Substitute Director Who Is an Audit & Supervisory Committee Member

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Guidance Notes on the Exercise of Voting Rights

Voting rights exercised at the General Meeting of Shareholders represent an important right of the shareholders by which the shareholders can participate in business management of the Company. We cordially request our shareholders to participate in the General Meeting of Shareholders by exercising voting rights using the following methods.

1. Exercise of Voting Rights via the Internet

Deadline: Please register by no later than 5:30 p.m. on Tuesday, March 29, 2022

If you wish to exercise your voting rights via the internet, access the website for exercising voting rights from terminal devices such as your smartphone or personal computer, etc. and register your approval or disapproval in respect of each proposal by following the directions on the screen.

Exercise of Voting Rights Using Smartphones----------------------------------------------------

You may use a smartphone to scan the "QR Code to Log into Website for Exercising Voting Rights by Smartphone" located on the bottom right of the enclosed voting rights exercise form. After doing so, please register your approval or disapproval in respect of each proposal by following the directions on the screen.

For details on exercising voting rights using a smartphone, please refer to the leaflet that was provided together with this document.

* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

Exercise of Voting Rights by Personal Computer, etc.

----------------https://soukai.mizuho-tb.co.jp/

Please directly access the website for exercising voting rights, use the "login ID" and "temporary password" described in the enclosed voting rights exercise form and register your approval or disapproval in respect of each proposal by following the directions on the screen.

If you exercise your voting rights both by mail (in writing) and via the internet, we will only accept, as effective, the exercise of your voting rights via the internet. If you exercise your voting rights more than once via the internet, we will only accept, as effective, the last exercise of your voting rights. The cost of internet access (access fees to internet service providers, telecommunications fees, etc.) will be borne by you, the shareholder. Depending on your internet operating environment, you may be unable to use the website for exercising voting rights.

For Inquiries with Respect to the Exercise of Voting Rights via the Internet Please contact:

Internet Help Dial [Japanese only]

Stock Transfer Agency Department

Mizuho Trust & Banking Co., Ltd.

Telephone: [phone](toll-free, domestic calls only)

Operating hours: 9:00 a.m. to 9:00 p.m.

To Institutional Investors

In addition to the above-mentioned method for exercising voting rights via the internet, the electronic platform for exercising voting rights, which is operated by Investor Communications Japan Inc. (ICJ, Inc.), is available to those who have applied to use such platform beforehand.

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2. Exercise of Voting Rights by Mail

Deadline: Please post to arrive by no later than 5:30 p.m. on Tuesday, March 29, 2022

• As the enclosed voting rights exercise form is a postage-paid postcard, the processing time inside the post office may take up to a week longer than regular mail. Please mail it early to ensure it is delivered on time.

Please indicate your approval or disapproval in respect of each proposal on the enclosed voting rights exercise form and send the form back to us (without affixing a stamp). If you indicate neither your approval nor disapproval, your vote will be treated as approval.

3. Exercise of Voting Rights via Attending the Meeting

Date and time of the meeting: Wednesday, March 30, 2022 at 10:00 a.m.

(The reception desk is presently scheduled to open at 9:00 a.m.)

Place of the meeting: The Garden Hall (inside Yebisu Garden Place) 13-2, Mita 1-chome,Meguro-ku, Tokyo

Please submit the enclosed voting rights exercise form to the receptionist at the place of the meeting on the day of the meeting.

We kindly ask you to bring this Notice of Convocation as reference documents describing the planned proceedings on the day.

• We request that you refrain from attending the meeting in order to avoid being infected with COVID-19.
• You may exercise your voting rights in advance via the internet or by mail. We suggest using one of these methods.
• The Company plans to post a video on its website at a later date showing the presentation of the Business Report at the meeting.
• For shareholders who will attend the meeting, we ask that you please cooperate with measures to prevent infection, such as wearing a face mask, sanitizing your hands with alcohol disinfectant and checking your temperature with a thermographic camera.
• Please inform nearby staff if you feel unwell. Furthermore, people who have a fever or look unwell will be approached by staff and may not be allowed to enter the venue.
• To prevent the venue from becoming crowded, there is a possibility you may not be allowed into the venue. Your understanding would be greatly appreciated.
• In the event of any major changes in the operation of the General Meeting of Shareholders, the Company will make an announcement on its website. https://www.sapporoholdings.jp/en/ir/event/meeting/

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Reference Materials for the General Meeting of Shareholders

Proposal No. 1 - Dividends from Surplus

The Company considers the appropriate return of profits to its shareholders as a fundamental aspect of management policy and has adopted a basic policy to undertake stable dividend payments taking into consideration the Company's performance and financial condition.

After taking into consideration the Company's performance in the current business term, the outlook for the business environment and other factors, the Company intends to provide year-end dividends from surplus of 42 yen per share for the current term.

1. Category of dividend assets: Cash
2. Matters relating to the allocation of dividend assets and the total amount of such allocation: Dividend per share of the Company's common stock: 42 yen

Total amount of dividends:

3,277,159,536 yen

3 Date on which the dividends from surplus will take effect: March 31, 2022

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Proposal No. 2 - Partial Amendments to the Articles of Incorporation

1. Reasons for Proposal

Since the revised provisions stipulated in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes making the following changes to its Articles of Incorporation in preparation for the introduction of the system for provision in electronic format of materials for a General Meeting of Shareholders.

1. Article 15, paragraph 1 in the "Proposed Amendments" below will stipulate that the Company shall take measures for provision in electronic format of the information contained in the reference documents, etc. for the General Meeting of Shareholders.
2. Article 15, paragraph 2 in the "Proposed Amendments" below will establish the provision to limit the scope of the matters to be listed in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents.
3. Since the provisions of Disclosure by way of the Internet and Deemed Provision of Reference Documents, etc. for a Shareholders Meeting (Article 15 of the current Articles of Incorporation) will no longer be required, they will be deleted.
4. Accompanying the aforementioned new additions and deletions, supplementary provisions regarding the effective date, etc. will be established.

2. Details of Amendments

The contents of the proposed amendments to the Articles of Incorporation are as follows.

	(Amendments are underlined)
Current Articles of Incorporation	Proposed Amendments
Chapter 3 General Meetings of Shareholders	Chapter 3 General Meetings of Shareholders
(Disclosure by way of the Internet and Deemed Provision of
Reference Documents, etc. for a Shareholders Meeting)
Article 15
In connection with convocation of a General Meeting of
Shareholders, the Company may deem that any
information relating to the matters to be described or
shown in the reference documents for the shareholders
meeting, business reports, financial statements, and
consolidated financial statements, is provided to the
shareholders by disclosing such information by way of
the internet in accordance with the relevant Order of the
Ministry of Justice.
	(Measures for Provision in Electronic Format, etc.)
	Article 15
	1 In connection with convocation of a General Meeting of
	Shareholders, the Company shall take measures for
	provision in electronic format of the information
	contained in the reference documents, etc. for the
	General Meeting of Shareholders.
	2 Of the matters for which the measures for provision in
	electronic format will be taken, the Company may omit
	to list all or part of the matters as stipulated in the Order
	of the Ministry of Justice in the documents that will be
	delivered to shareholders who have requested the
	delivery of documents in paper form by the record date
	of voting rights.

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