Zenrin : Notice of the 63rd Ordinary General Meeting of Shareholders

Securities Code: 9474

Date of Mailing:May 30, 2023

Commencement Date of Electronic Provision Measures:May 23, 2023

NOTICE OF THE 63rd ORDINARY GENERAL MEETING

OF SHAREHOLDERS OF ZENRIN CO., LTD.

Dear Shareholders,

This is to notify you of the 63rd Ordinary General Meeting of Shareholders of Zenrin Co., Ltd. to be held as described below.

In convening this General Meeting of Shareholders, we have taken measures to electronically provide information ("Matters for Electronic Provision") that constitute the Reference Documents for the Ordinary General Meeting of Shareholders, etc. (excluding the Voting Rights Exercise Form) and have posted such information as the "NOTICE OF THE 63RD ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ZENRIN CO., LTD." on each of the websites on the Internet shown below. Therefore, shareholders are asked to review the materials by accessing either of the websites.

Yours very truly, Zenshi Takayama President & C.E.O. Zenrin Co., Ltd.

1-1-1, Muromachi, Kokurakita-ku,Kitakyushu-shi

Please confirm the information by entering and searching the issue name (the Company name) or securities code (9474) and selecting "Basic information" and "Documents for public inspection / PR information.

Instead of attending the meeting, you can exercise your voting rights either over the Internet or in writing. Please read the Reference Documents for the Ordinary General Meeting of Shareholders attached hereto, and exercise your voting rights no later than 5:30 p.m., Thursday, June 15, 2023.

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Reference Documents for the Ordinary General Meeting of Shareholders

Proposal 1: Appropriation of retained earnings

Positioning the returning of income to shareholders as a top priority, the ZENRIN Group adopts a basic policy of implementing stable, uninterrupted payments of dividends derived from income growth based on the medium- to long- term business plan on a consolidated basis. In line with this policy, the ZENRIN Group has set dividend on equity (DOE)(*) on a consolidated basis of 3% or higher as the target

In accordance with this policy, the Company proposes to pay a year-end dividend for the 63rd fiscal year of ¥13.50. With this, the annual dividend per share including the interim dividend would be ¥27 per share, an increase by ¥1 per share from the previous fiscal year.

*Dividend on equity on a consolidated basis (DOE) = Total amount of dividends / Shareholders' equity

Shareholders' equity is the amount arrived at when the amount of treasury shares is subtracted from the sum of common stock, capital surplus and retained earnings.

1. Type of distributed assets Dividends will be paid in cash.

2. Allocation and total amount of the dividends

We propose that the amount of dividend per common share to be ¥13.5.

The total amount of dividends in this case would be ¥724,662,018.

3. Date when the appropriation of retained earnings becomes effective We propose to make this date June 19, 2023.

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Proposal 2: Election of eight (8) directors (excluding directors serving as Audit and Supervisory Committee members)

The term of office of all eight (8) directors (excluding directors who are Audit and Supervisory Committee members) will expire at the close of this General Meeting of Shareholders. Accordingly, we hereby propose the election of eight

(8) directors (excluding directors who are Audit and Supervisory Committee members).

The candidates for directors are nominated in accordance with the following policy and procedure: To secure the optimal balance in the knowledge, experience, and skills and diversity of the Board of Directors as a whole that are necessary for corporate value enhancement and sustainable growth of the Company, candidates are selected from among those who are to be promoted internally, senior corporate executives, experts, etc., who have a thorough knowledge of businesses or urgent issues of the Company in consideration of their experience, insight, and expertise and approved by the Board of Directors, upon deliberation and recommendations by the Nomination and Remuneration Committee.

The Audit and Supervisory Committee exchanged opinions with the Representative Director regarding the nomination of the candidates for directors and determined them to be appropriate after deliberating on them. The candidates for directors (excluding directors serving as Audit and Supervisory Committee members) are as follows.

Independent officer

Notes:

The attendance shown above is based on the meetings of the Board of Directors held during the 63rd fiscal year.

In addition to the meetings of the Board of Directors shown above, one resolution in writing was passed, in which a resolution of the Board of Directors is deemed to have passed in accordance with Article 370 of the Companies Act and the provisions of Article 27 of the Articles of Incorporation of the Company.

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Brief personal history

(Position and responsibility in the Company and significant concurrent positions)

Apr. 1986: Joined the Company

Apr. 2004: Senior General Manager of Sales Division of the Company

Apr. 2005: General Manager of Management Strategy Office of the Company

Apr. 2006: Head of Sales Division of the Company

Jun. 2006: Director & head of Sales Division of the Company

Apr. 2008: President and CEO, Representative Director of the Company (incumbent position) General Manager of Management Strategy Office of the Company

Apr. 2013: General Manager of Zenrin Information Platform Business Development Office of the Company

Apr. 2016: General Manager of Corporate Planning Office of the Company

Apr. 2022: In charge of Corporate Strategy Office, Business Planning Office, and Executive Office (incumbent position)

Since the assumption of office as President and CEO, Representative Director in April 2008, he has led the Company and the Group, directed the formulation of medium- to long-term management plans to build a strong business foundation, and has been demonstrating strong leadership in fulfilling them.

We nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group for the reason above.

The candidate has long been engaged in the production and development division and has been instrumental in the development of map databases, which are the business foundation of the Company. Since April 2008, he has promoted the development of platforms to provide new services as Executive Vice President, Representative Director of the Company.

We nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group for the reason above.

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