Z : Notice of the 27th Ordinary General Meeting of the Shareholders (2022/5/25)

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

Securities Code: 4689

June 2, 2022

To our shareholders

Kentaro Kawabe

President and Representative Director, Co-CEO

Z Holdings Corporation

1-3 Kioicho, Chiyoda-ku, Tokyo, Japan

Notice of the 27th Ordinary General Meeting of the Shareholders

This is to inform you that the 27th Ordinary General Meeting of the Shareholders of Z Holdings Corporation (the "Company") will be held as described below.

Please note that this General Meeting of the Shareholders will be held as a shareholders meeting without a designated location, pursuant to Article 66-1 of the Industrial Competitiveness Enhancement Act and Article 14-2 of the Company's Articles of Incorporation. If you are not attending the meeting on the date of the meeting, you may also exercise your voting rights in writing or on the Internet in advance. If you wish to exercise your voting rights in advance, please refer to the instructions on page 2*.

Thank you for your understanding and cooperation on this matter.

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Details of the Meeting

1. Date: 10:00 a.m., Friday, June 17, 2022

(The website will be accessible from 9:00 a.m.)

In the event that this General Meeting of the Shareholders cannot be held on the above date and time due to communication problems or other reasons, the meeting will be postponed to Monday, June 20, 2022, at 10:00 a.m.

1. Outline: Virtual-only meeting of the shareholders (a shareholders meeting without designated venue)
   This general meeting of the shareholders will be held only on the Internet, so there will be no venue for shareholders to actually attend. Please refer to the information on pages 5 to 8* for details on how to attend this shareholders meeting and procedures for exercising your voting rights.
2. Subject Matters of the Meeting:

Matters to be reported:

1. Business Report, Consolidated Financial Statements, and audit reports from the accounting auditor and the Audit and Supervisory Committee on the Consolidated Financial Statements for the 27th fiscal year (April 1, 2021 through March 31, 2022)
2. Non-consolidatedFinancial Statements for the 27th fiscal year (April 1, 2021 through March 31, 2022)

Matters to be resolved:

Proposal 1: Partial Amendments to the Articles of Incorporation

Proposal 2: Election of Six (6) Directors (Excluding Those Serving on the Audit and Supervisory Committee)

Proposal 3: Election of Three (3) Directors Serving on the Audit and Supervisory Committee

Proposal 4: Revision of the Amount of Remuneration, Etc., for Directors (Excluding Those Serving on the Audit and Supervisory Committee)

Proposal 5: Determination of the Amount and Details of Remuneration, Etc., for Stock Acquisition Rights to Be Paid as Stock Options to Directors (Excluding Those Serving on the Audit and Supervisory Committee)

Proposal 6: Determination of the Amount and Details of Stock-Based Remuneration, Etc., for Directors (Excluding Those Serving on the Audit and Supervisory Committee)

Proposal 7: Determination of the Amount and Details of Stock-Based Remuneration, Etc., for Directors Serving on the Audit and Supervisory Committee

4. Notice Regarding Attendance by Proxy

For details on attendance by proxy, please refer to page 6*.

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5. Details of How Voting Rights Will Be Handled When Attending This General Meeting of Shareholders, the Method of Communication to Be Used for the Proceedings of This General Meeting of Shareholders, Outline of the Contents of the Policy Regarding Measures to Prevent Communication Problems, and How Shareholders Who Have Difficulty Using the Internet Can Participate in This Meeting

For details, please refer to page 7*

Notes:

• In accordance with applicable laws and regulations and Article 16 of the Articles of Incorporation, "Matters on the Company's Stock Acquisition Rights," "Matters on the Accounting Auditor," "Overview of the Systems to Ensure Appropriate Business Operations and Their Operation Status," "Consolidated Statements of Changes in Equity," "Notes to the Consolidated Financial Statements," "Balance Sheet," "Statement of Profit or Loss," "Statement of Changes in Shareholders' Equity" and "Notes to the Non-consolidated Financial Statements" are available on the Company's website**. Accordingly, the attachments to this notice constitute part of the documents audited by the accounting auditor and the Audit and Supervisory Committee in preparing their audit reports.
• If there is a need to modify the reference material for the General Meeting of the Shareholders, Business Report, or Non-consolidated and Consolidated Financial Statements, or to modify the operations of this General Meeting of the Shareholders, they will be announced on the Company's website**.

• Please refer to the relevant pages in the Japanese document.

**Company's website: https://www.z-holdings.co.jp/en/ir.html(Some documents are

available only in Japanese)

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Reference Material for the General Meeting of the Shareholders

Proposals and References:

Proposal 1: Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments

1. Reasons for the amendments

The Company's Articles of Incorporation will be amended as follows in preparation for the introduction of a system to provide the reference materials, etc., for the general meeting of the shareholders (hereinafter "Shareholder Meeting Materials") in electronic format pursuant to the enforcement, scheduled on September 1, 2022, of the amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019).

1. The proposed amendment Article 16 (1) is newly established in response to the requirement to stipulate in the Articles of Incorporation that information on the content of the Shareholder Meeting Materials shall be provided in electronic format. As a result of this change, the Company will post the Shareholder Meeting Materials on the Company's website, etc., online for the shareholders to view, instead of the conventional method of mailing the printed materials.
2. The proposed amendment Article 16 (2) stipulates the Company's response to the shareholders who wish to receive the Shareholder Meeting Materials as printed materials, after the introduction of the system for providing Shareholder Meeting Materials in electronic format. The proposal is to establish a provision to continue the method of electronic provision of some of the Shareholder Meeting Materials that have been previously permitted to be provided electronically, to the extent permitted by law, to shareholders who have made a request to have a printed copy of the materials.
3. The provision on the Internet disclosure of materials deemed to be submitted for a general meeting of the shareholders (Article 16 of the current Articles of Incorporation) will become unnecessary as a result of the new establishment of the proposed amendment Article 16 and therefore will be deleted.
4. Supplementary provisions will be established which specify the date from which the aforementioned additions and deletions to the Articles of Incorporation will take effect.

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2. Details of the amendments.

The details of the amendments are as follows:

	(Underlined portions are to be amended)
Current Articles of Incorporation	Proposed amendments
Chapter 3. General Meeting of the Shareholders	Chapter 3. General Meeting of the Shareholders
(Internet disclosure of reference materials deemed to be	(Deleted)
submitted for a general meeting of the shareholders)
Article 16 When information on matters to be noted or
disclosed by the Company upon the convocation of
a general meeting of the shareholders, such as
reference materials for the general meeting of the
shareholders, business reports and non-
consolidated and consolidated financial statements
(including the accounting auditor's report or the
audit report), is disclosed over the Internet in
accordance with the method stipulated by the
Ministry of Justice ordinance, the said information
will be deemed to have been provided to
shareholders.
(Newly established)	(Measures for Providing Information in Electronic Format,
	Etc.)
	Article 16 (1) When the Company convenes a general
	meeting of the shareholders, the Company
	shall electronically provide information of
	the reference materials for the general
	meeting of the shareholders and others.
	(2) Among the matters provided electronically,
	the Company may partially or fully omit
	matters designated by the Ordinance of the
	Ministry of Justice in the documents
	delivered to shareholders who have
	requested a printed copy of the reference
	materials prior to the record date for voting
	rights.
Supplementary provision	Supplementary provision
Article 1 (Omitted)	Article 1 (Omitted)
(Newly established)	Article 2(1) The deletion of Article 16 of the Articles of
	Incorporation before amendment (Internet
	disclosure of reference materials deemed to
	be submitted for a general meeting of the
	shareholders) and the establishment of the

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