Note: 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.

Securities Code: 9204 Date of sending by postal mail: June 10, 2024 Start date of measures for electronic provision: June 4, 2024

To our shareholders:

Chairman and Director Reijiro Yamamoto

Skymark Airlines Inc.

3-5-10 Haneda Airport, Ota-ku, Tokyo

Notice of the 28th Annual General Meeting of Shareholders

We are pleased to announce the 28th Annual General Meeting of Shareholders of Skymark Airlines Inc. (the “Company”), which will be held as indicated below.

When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format and posts this information on the Company’s website. Please access the Company’s website by using the internet address shown below to review the information.

The Company’s website:

(From the above website, select “Investor Relations,” “Stock Information” and then “Annual Shareholders’ Meeting.”)

In addition to posting matters subject to measures for electronic provision on the Company’s website, the Company also posts this information on the website shown below.

Website on which informational materials for the general meeting of shareholders are posted: (in Japanese)

Tokyo Stock Exchange website (Listed Company Search): (in Japanese)

(Access the Tokyo Stock Exchange website by using the internet address shown above; enter the Company’s name or the Company’s securities code; and click “Search.” Then, click “Basic information,” and select “Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)

If you are unable to attend the meeting in person, you may exercise your voting rights by one of the following methods. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.

[Exercise of voting rights via the internet, etc.]

Please access the Company’s designated website for exercising voting rights ( (in Japanese), and enter your approval or disapproval for each proposal to exercise your voting rights by no later than 6:30 p.m. on Tuesday, June 25, 2024 (JST).

[Exercise of voting rights in writing (via postal mail)]

Please indicate your approval or disapproval on the voting form, and send it by mail to arrive at the Company by no later than 6:30 p.m. on Tuesday, June 25, 2024 (JST).

– 1 –

1. Date and time Wednesday, June 26, 2024, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)

2. Venue

InterContinental Tokyo Bay (5F Willard)

1-16-2 Kaigan, Minato-ku, Tokyo

(Please note that the venue has changed from the last meeting. Please refer to the access

information provided at the end of this notice.)

  1. Purpose of the meeting Matters to be reported
  2. The Business Report and the Financial Statements for the 28th fiscal year (from April 1, 2023, to March 31, 2024)

    Matters to be resolved

    Proposal No. 1 Election of Eleven Directors

    Proposal No. 2 Election of One Audit & Supervisory Board Member

    Proposal No. 3 Election of One Substitute Audit & Supervisory Board Member

    Proposal No. 4 Determination of Remuneration for Granting Restricted Stock to Directors


  3. Information on exercise of voting rights

    • If you exercise your voting rights via the internet, etc. multiple times, the vote exercised last will be recorded as the effective vote.

    • If you exercise your voting rights both via the internet, etc. and in writing (via postal mail), only the vote cast via the internet, etc. will be deemed valid, regardless of the date and time of arrival.

    • If neither approval nor disapproval of each proposal is indicated on the voting form when exercising voting rights in writing (via postal mail), the Company will deem that you indicated your approval of the proposal.

    • If you are to delegate a proxy to attend the meeting, the proxy must be another shareholder of the Company entitled to vote. Please note that in this case, submission of a document certifying the proxy’s authority of representation will be required.

    • Please also refer to the following “Information on exercise of voting rights.”

  • When attending the meeting in person, please hand in the voting form at the reception desk at the meeting venue.

  • If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the aforementioned websites.

  • To shareholders who have requested delivery of
    paper-based documents, the Company will send documents including the matters subject to measures for electronic provision. However, such documents will exclude the following matters in accordance with laws and regulations. The Audit & Supervisory Board Members and the Corporate Auditor have audited the documents subject to audit, including the following matters:
    1. “Matters Concerning the Corporate Auditor,” “Matters Concerning Dividends of Surplus,” and “Overview of the Systems to Ensure Propriety of Business Operations and the Operations of the System” of the Business Report

    2. “Statement of Changes in Net Assets” and “Notes to Financial Statements” of the financial statements

  • Shareholders who have not requested delivery of
    paper-based documents will receive this Notice and Reference Documents for the General Meeting of Shareholders.

– 2 –

Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Election of Eleven Directors

At the conclusion of this meeting, the terms of office of all eleven (11) Directors will expire. The Company proposes the election of eleven Directors.

The candidates for Director are as follows:

Candidate

Name

Position in the Company

No.

1

Hayao Hora

Representative Director, President and Executive Officer

Reelection

2

Manabu Motohashi

Senior Managing Director and Executive Officer

Reelection

3

Yoshinobu Sato

Director (External)

Reelection

4

Hidetomo Aramaki

Senior Managing Director and Executive Officer

Reelection

5

Noriyuki Masukawa

Managing Director and Executive Officer

Reelection

6

Keisuke Takaki

New election

7

Takeshi Kiriyama

New election

8

Reelection

Masatake Yone

Director (External)

External

Independent

9

New election

Katsuichiro Toyoshima

External

Independent

10

Yoshihiro Miwa

New election

External

11

Nobukazu Asai

New election

External

Reelection: candidate for Director to be reelected

New election: candidate for Director to be newly elected

External: candidate for External Director

Independent: independent officer as defined by the securities exchange

– 3 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

July 1971

Joined Ministry of Transport

July 2001

Director-General, Road Transport Bureau,

Ministry of Land, Infrastructure, Transport and

Tourism (MLIT)

Aug. 2002

Director-General of Civil Aviation Bureau

July 2003

Vice-Minister for International Affairs

Oct. 2007

Standing Advisor, All Nippon Airways Co., Ltd.

Hayao Hora

June 2011

Representative Director, Senior Executive Vice

(November 1, 1947)

President

Reelection

Apr. 2014

Standing Advisor, ANA HOLDINGS INC.

Number of years in office

July 2018

Adviser, the Company

0 shares

Dec. 2018

Outside Corporate Auditor, Paraca Inc.

4 years 4 months

(present)

Attendance at Board of

Feb. 2020

Representative Director, President and

Directors meetings

Executive Officer, the Company (present)

1

16/16

(Positions and responsibilities)

Representative Director, President and Executive Officer

Chairman, Corporate Strategy Meeting; Chairman, Safety

Promotion Meeting; Chairman, Risk Management Committee;

Chairman, Sustainability Committee; General Manager,

Business Execution

Significant concurrent positions outside the Company

Outside Corporate Auditor, Paraca Inc.

Reasons for nomination as candidate for Director

Hayao Hora has a wealth of experience and broad insight gained through his many years of service with the Ministry of

Land, Infrastructure, Transport and Tourism, which he has since retired from to serve as an airline executive. Since

February 2020, he has exerted leadership in the Company’s management as Representative Director, President and

Executive Officer and chaired the management strategy meeting and other important meetings to further drive the

Company’s growth. Based on the above, the Company has determined that he has the appropriate capabilities to ensure

the sustainable enhancement of the Company’s corporate value and continues to nominate him as a candidate for

Director.

– 4 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

Apr. 1999

Joined The Industrial Bank of Japan, Limited

(currently Mizuho Bank, Ltd.)

Apr. 2005

Joined the Company

Apr. 2011

Section Chief, Corporate Planning

Manabu Motohashi

June 2012

Head, Corporate Planning

June 2014

General Manager, Accounting Department

(November 25, 1975)

Sept. 2014

Retired from the Company

Reelection

Oct. 2014

Joined Sumitomo Mitsui Finance and Leasing

Number of years in office

Company, Limited

0 shares

Mar. 2015

Executive Officer, the Company

8 years 9 months

Sept. 2015

Executive Director and Executive Officer

Attendance at Board of

Nov. 2019

Senior Managing Director and Executive

2

Directors meetings

Officer (present)

16/16

(Positions and responsibilities)

Senior Managing Director and Executive Officer

In charge of Corporate Planning and Digital Transformation

Significant concurrent positions outside the Company

Reasons for nomination as candidate for Director

Manabu Motohashi has been involved in the Company’s Corporate Planning department for many years, where he was

responsible for planning and executing management strategies. Since September 2015, as Senior Managing Director

and Executive Officer, he has been participating in the Company’s management, leading the development of the

medium-term management plan and the selection of next-generation aircraft in accordance with that plan. The

Company continues to nominate him as a candidate for Director in order to leverage his abundant experience and

accomplishments to continuously improve the Company’s corporate value.

– 5 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

Apr. 1982

Joined Ministry of Transport

Aug. 2010

Director-General, Airports Division, Civil

Aviation Bureau, Ministry of Land,

Infrastructure, Transport and Tourism (MLIT)

July 2011

Director-General, Aviation Network

Yoshinobu Sato

Department, Civil Aviation Bureau

(February 22, 1960)

Oct. 2011

Senior Deputy Director-General, Civil

Reelection

Aviation Bureau

June 2013

Senior Vice Commissioner, Japan Tourism

Number of years in office

Agency

0 shares

1 year 0 months

July 2014

Vice Commandant, Japan Coast Guard

3

Attendance at Board of

Sept. 2015

Director-General, Civil Aviation Bureau

Directors meetings

Aug. 2019

President, Japan Transport and Tourism

11/11

Research Institute (present)

June 2023

External Director, the Company (present)

(Positions and responsibilities)

Director (External)

Significant concurrent positions outside the Company

President, Japan Transport and Tourism Research Institute

Reasons for nomination as candidate for Director

Yoshinobu Sato has extensive knowledge of transportation administration, having worked for the Ministry of Land,

Infrastructure, Transport and Tourism for many years. The Company continues to nominate him as a candidate for

Director in the expectation that he will utilize such knowledge to supervise and provide advice on the execution of

duties as a Director from a professional viewpoint regarding the Company’s air transportation business.

– 6 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

Apr. 1988

Joined All Nippon Airways Co., Ltd.

Apr. 2011

Deputy General Manager, Global Revenue

Management Division, Sales Promotion

Headquarters

Apr. 2012

General Manager, Innovation Promotion

Division, Business Process Innovation Office

Apr. 2017

Seconded to ANA HOLDINGS INC.

General Manager to Global Business

Development Division, Group Management

Strategy Office

Oct. 2018

General Manager, Planning and Promotion

Hidetomo Aramaki

Division, Business Process Innovation Office,

All Nippon Airways Co., Ltd.

(September 2, 1963)

Apr. 2019

Seconded to ANA Systems Co., Ltd.

Reelection

as Representative Director and President

Number of years in office

Apr. 2021

Executive Vice President, Digital

0 shares

Transformation, All Nippon Airways Co., Ltd.

1 year 0 months

Executive Officer, Director of Group IT, ANA

Attendance at Board of

HOLDINGS INC.

Directors meetings

Apr. 2022

Executive Vice President, Digital

4

11/11

Transformation, All Nippon Airways Co., Ltd.

Executive Officer, Group CIO, Director of

Group IT, ANA HOLDINGS INC.

Apr. 2023

Adviser, ANA HOLDINGS INC.

June 2023

Senior Managing Director and Executive

Officer, the Company (present)

(Positions and responsibilities)

Senior Managing Director and Executive Officer

In charge of Marketing & Inflight Services

Chairman of On-time Performance Committee

Significant concurrent positions outside the Company

Reasons for nomination as candidate for Director

In addition to many years of experience in the marketing, systems, and business process improvement divisions of All Nippon Airways Co., Ltd., Hidetomo Aramaki has a wealth of experience and broad insight in business management serving as representative director of its group company as well as executive officer of All Nippon Airways Co., Ltd. and ANA HOLDINGS INC. Since June 2023 as Senior Managing Director and Executive Officer, he has chaired the On- time Performance Committee and contributed to the Company achieving No.1 in on-time performance for six consecutive years. He has also led collaborative projects with other companies, such as “Pokémon Air Adventures,” to enhance the Company’s corporate image. The Company continues to nominate him as a candidate for Director in order to leverage his abundant experience and accomplishments to continuously improve the Company’s corporate value.

– 7 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

Apr. 1971

Joined All Nippon Airways Co., Ltd.

June 1991

Senior Employee, Administration Section, Line

Maintenance Department, Tokyo Line

Maintenance Works, Maintenance Headquarters

Mar. 1994

Senior Employee, Maintenance Control Office,

Haneda Maintenance Center, Maintenance

Headquarters

June 1997

Leader, Production Management Section,

Production Operations Department, Line

Maintenance Center, Maintenance Headquarters

June 1999

Senior Employee, Administration Department,

OCC Promotion Office

Feb. 2001

General Manager, Operational Airframe

Noriyuki Masukawa

Maintenance Department, Narita Maintenance

Center, Maintenance Headquarters

(June 18, 1952)

Apr. 2003

General Manager, MOC Office, Line

Reelection

Maintenance Center, Maintenance Headquarters

Number of years in office

Apr. 2006

Seconded to New Tokyo Airport Service Co.,

0 shares

Ltd.

8 years 9 months

Apr. 2008

General Manager, Equipment Center,

Attendance at Board of

Maintenance Headquarters

5

Directors meetings

Apr. 2010

General Manager, Quality Promotion Office,

16/16

Maintenance Headquarters

Apr. 2012

Senior Employee Assistant to Deputy General

Manager, Maintenance Headquarters

Nov. 2012

Senior Employee Assistant to Deputy General

Manager, Maintenance Center

Sept. 2015

Director, the Company

Nov. 2019

Managing Director and Executive Officer

(present)

(Positions and responsibilities) Managing Director and Executive Officer

In charge of Safety Promotion, Engineering & Maintenance, Flight Operation, Airport; Safety General Manager

Significant concurrent positions outside the Company

Reasons for nomination as candidate for Director

Noriyuki Masukawa has been involved in the maintenance department of All Nippon Airways Co., Ltd. for many years, and as a Director of the Company since September 2015, he oversees the departments for maintenance, flight operations, and airports, as well as working to maintain the Company’s flight safety as Safety General Manager. The Company continues to nominate him as a candidate for Director in order to leverage his abundant experience and accomplishments to continuously improve the Company’s corporate value.

– 8 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

Apr. 1996

Joined Japan Air Self-Defense Force

Apr. 2000

Joined JAL Narita Aircraft Maintenance Co.,

Ltd (currently JAL Engineering Co., Ltd.)

Nov. 2003

Joined the Company

Oct. 2013

Deputy Manager, Flight Operation Section

Keisuke Takaki

Feb. 2015

General Manager, Engineering Department

Sept. 2015

General Manager, Airport Operations

0 shares

(January 26, 1978)

Department

New election

Apr. 2018

General Manager of Tokyo Airport Branch

6

Apr. 2020

Executive Officer

Dec. 2023

Executive Officer; Head, Organization/Human

Development Promotion Office (present)

Significant concurrent positions outside the Company

Reasons for nomination as candidate for Director

With his many years of experience in the Company’s airport, maintenance, and general affairs and human resources

divisions, Keisuke Takaki has abundant knowledge and expertise in both production and management. He has exerted

leadership as Executive Officer since April 2020, focusing on human development and enhancing the engagement of

employees. The Company has newly nominated him as a candidate for Director in order to leverage his experience and

accomplishments for the sustainable enhancement of the Company’s corporate value.

Apr. 1986

Joined the Japan Development Bank (currently

Development Bank of Japan Inc.)

June 2008

Chief Representative in London, Development

Bank of Japan (currently Development Bank of

Japan Inc.)

Apr. 2010

CEO, DBJ Europe Limited, U.K.

Sept. 2013

General Manager, Economic & Industrial

Research Department, Development Bank of

Japan Inc.

June 2015

Executive Officer, Growth & Cross Border

Takeshi Kiriyama

Investment Department

June 2018

Chairman, DBJ Asset Management, Co., Ltd.

0 shares

(August 26, 1962)

June 2020

President, Value Management Institute, Inc.

New election

(present)

7

June 2020

Director (Outside), Topy Industries, Limited

(present)

Representative Senior Managing Director,

Japan Economic Research Institute Inc.

June 2022

Director, Japan Economic Research Institute

Inc. (present)

Significant concurrent positions outside the Company

President, Value Management Institute, Inc.

Director (Outside), Topy Industries, Limited

Director, Japan Economic Research Institute Inc.

Reasons for nomination as candidate for Director

Takeshi Kiriyama has a wealth of knowledge and expertise in business management gained from his experience in

global operations and investments at a financial institution, including building a new business model to establish an

overseas affiliate and turnaround management. He has also engaged in business management as an officer of a publicly

listed company. The Company has newly nominated him as a candidate for Director to leverage his abundant

experience and accomplishments for the sustainable enhancement of the Company’s corporate value.

– 9 –

Candidate

Name

Career summary and position and responsibility in the Company

Number of the

Company’s shares

No.

Date of birth

(Significant concurrent positions outside the Company)

owned

Apr. 1981

Registered as an Attorney

Mar. 1987

Registered as a New York State Attorney

July 1987

Joined Mori Sogo (currently Mori Hamada &

Matsumoto)

Jan. 1989

Partner Attorney

Apr. 2000

Lecturer, Graduate School of International

Corporate Strategy, Hitotsubashi University

Mar. 2008

Independent Director of GCA Savvian Group

Corporation (currently Houlihan Lokey, Inc.)

Apr. 2011

Vice President, Dai-Ni Tokyo Bar Association

Masatake Yone

June 2011

Corporate Auditor (External), BANDAI

NAMCO Games Inc. (currently BANDAI

(July 8, 1954)

NAMCO Entertainment Inc.) (present)

Reelection

June 2013

External Corporate Auditor, Terumo

External

Corporation

Independent

June 2015

Independent Director (Audit and Supervisory

0 shares

Number of years in office

Committee Member)

Mar. 2016

Outside Director (Audit & Supervisory Board

4 years 6 months

Member), GCA Corporation (currently

Attendance at Board of

Houlihan Lokey, Inc.)

8

Directors meetings

Mar. 2019

Corporate Auditor (External), Yamaha Motor

16/16

Co., Ltd. (present)

Dec. 2019

External Director, the Company (present)

Jan. 2020

Senior Counsel, Mori Hamada & Matsumoto

Jan. 2024

Attorney, Yone & Yamagishi (present)

(Positions and responsibilities)

Director (External)

Significant concurrent positions outside the Company

Attorney, Yone & Yamagishi

Corporate Auditor (External), BANDAI NAMCO Entertainment

Inc.

Corporate Auditor (External), Yamaha Motor Co., Ltd.

Reasons for nomination as candidate for External Director and overview of expected roles

As an attorney, Masatake Yone has abundant experience and deep insights in M&A, corporate governance, and international operations. He has also served as an outside officer at other publicly listed companies and has abundant experience in corporate management. The Company continues to nominate him as External Director based on the expectation that he will continue to provide supervision and advice on management based on his experience and insight. Although he has never been involved in the management of a company, except as an outside director or outside audit & supervisory board member, the Company judges he will be able to appropriately fulfill his duties as an External Director based on the reasons above.

– 10 –

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04 June 2024 and is solely responsible for the information contained therein. Distributed by
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