Notice of Convocation
The 63rd Ordinary General Meeting of Shareholders

The following is an English translation of the Notice of Convocation of the
63rd Ordinary General Meeting of Shareholders of SECOM CO., LTD. to beheld on June 25, 2024, except for the translation of the INSTRUCTION ON
ONLINE VOTING and the ACCESS MAP FOR THE PLACE OF THE
MEETING in the Notice. The Company provides this translation for yourreference and convenience only and without any warranty as to its accuracy orotherwise.

[English Translation]
1

Table of Contents
Notice of Convocation of The 63rd Ordinary General Meeting of Shareholders ·····
Reference Document Concerning the General Meeting of Shareholders ···············
Business Report ·····················································································
Consolidated Financial Statements ······························································
Non-Consolidated Financial Statements ·······················································
Auditors’ Reports ···················································································(Note) This Table of Contents is for this abridged English translation only, and not the same asthat in the original Japanese documents.

[English Translation]
2

3
7
19
53
56
60

Stock Exchange Code: 9735
June 3, 2024
(Electronic Provision Measures Commencement Date: May 31, 2024)

Notice of Convocation of
The 63rd Ordinary General Meeting of Shareholders
Dear Shareholders:
Secom Co., Ltd. (the “Company”) hereby notifies you as follows that the63rd Ordinary General Meeting of Shareholders of the Company will be held as
described below.
The Company has taken measures for electronic provision about the
information that is the content of Reference Document Concerning the General
Meeting of Shareholders, etc. (“the Electronic Provision Measures Matters”) toconvene this General Meeting of Shareholders. “Notice of Convocation of the
63rd Ordinary General Meeting of Shareholders” including informational
materials for the General Meeting of Shareholders and “the Electronic Provision
Measures Matters (the Matters Omitted from the Document for Delivery)” areavailable on each of the websites set forth below.
[Website of the Company]
https://www.secom.co.jp/english/ir/stockinfo06.html[Website of Tokyo Stock Exchange, Inc. (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
When you use the website of Tokyo Stock Exchange, Inc., please findthe relevant information by inputting either the Company name (SECOM) in the“Issue name” box or the security code (9735) in the “Code” box and then byclicking “Basic information” and “Documents for public inspection/PR
information.”
If you do not attend the General Meeting of Shareholders in person,
please exercise your voting rights by mail or via the Internet on or before 6:00
p.m. (JST) June 24, 2024 (Monday) after studying the Reference Document
Concerning the General Meeting of Shareholders attached below:[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith yourapproval or disapproval to the proposals on the agenda, and return the form
to the Company by mail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Pleaseaccessthewebsitefor[English Translation]3

theexerciseofvotingrights(https://www.evote.tr.mufg.jp/). Please indicate whether you approve ordisapprove the items on the agenda by following the instructions on thedisplay screen by the time limit stated above.
(Platform for Electronic Exercise of Voting Rights)
Institutional shareholders may use the platform for the electronic exercise of
voting rights that is operated by ICJ Inc.
Yours very truly,
SECOM CO., LTD.
5-1, Jingumae 1-chome, Shibuya-ku,
Tokyo, Japan
By: YASUYUKI YOSHIDA
President and Representative Director(Note) Please note that shareholders with addresses outside Japan may notthemselves use these voting procedures. For these shareholders, please consult theircustodian in Japan as to the exercise of voting rights.

[English Translation]
4

PARTICULARS
1.

Date and Time of the Meeting:
Tuesday, June 25, 2024 at 10:00 a.m.

2.

Place of the Meeting:Bersarle Hanzomon, Sumitomo Fudosan Hanzomon-Ekimae Building 2F,
6-4, Kojimachi 1-chome, Chiyoda-ku, Tokyo

3.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial
Statements for the 63rd Fiscal Year (from April 1, 2023 to March
31, 2024) and the Results on the Audits of Consolidated Financial
Statements by the Accounting Auditor and the Audit &Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 63rd
Fiscal Year (from April 1, 2023 to March 31, 2024).
Matters to be Resolved upon:First Item of Business:
Second Item of Business:

Proposed Distribution of Surplus
Partial Amendment to the Articles ofIncorporation
Election of Eleven (11) Directors
Revision of Remuneration to Audit& Supervisory Board Members

Third Item of Business:
Fourth Item of Business:

4.

Matters related to Exercise of Voting Rights:
1) In the event that a shareholder wants to exercise non-uniform
voting, he/she shall notify the Company to make non-uniform
voting and the reason thereof in writing or by electromagnetic
means three (3) days prior to the date of the General Meeting of
Shareholders.
2) In the event that a shareholder exercises voting rights both via
return mail (Voting Rights Exercise Form) and the Internet, theCompany will consider the exercise of voting rights via theInternet to be valid.
3) In the event that a shareholder exercises voting rights via theInternet more than once, the Company will consider the last[English Translation]5

exercise of voting rights to be valid.
4) In the event that there is no indication of approval or disapprovalof the proposals in the returned Voting Rights Exercise Form, it istreated as an indication of “approval.”・With regard to this Notice of Convocation, the document, which issent to shareholders who requested the issuance of such a document is
to be sent to all shareholders.
・The following matters of the Electronic Provision Measures Matters
are not stated in this Notice of Convocation pursuant to the relevantlaws and ordinances and provisions in the Articles of Incorporation of
the Company. We ask that you use either website on page 3 of thisNotice.
1) “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements2) “Notes to Non-Consolidated Financial Statements” in
the Non-Consolidated Financial Statements

The Consolidated Financial Statements and Non-Consolidated
Financial Statements audited by the Accounting Auditor and the
Audit & Supervisory Board consist of each document attached to the
Notice of Convocation of the Ordinary General Meeting of
Shareholders, as well as 1) and 2) set forth above.
・In the event of any amendment to the Electronic Provision Measures
Matters, the Company will post such amended items on the websites
indicated on page 3 of this Convocation Notice.
(Note)
If you plan to attend the Meeting, please submit the Voting Rights
Exercise Form enclosed in the Notice of Convocation posted toshareholders to the receptionist at the Meeting.

[English Translation]
6

Reference Document Concerning the General Meeting of Shareholders
Proposal and Reference Items
First Item of Business: Proposed Distribution of Surplus
The Company considers the return of profits to shareholders as a crucial
management issue, and determines the consolidated dividend payout ratio and thelevel of internal reserves in overall consideration of the future expansion of theCompany’s business and consolidated operating results, while maintaining basic
policies that ensure stable, ongoing dividend payments. The Company’s basic
policy on surplus distribution in the form of dividend payments is that, inprinciple, the Company distributes dividends twice annually, in the form of aninterim dividend, with a record date of September 30 each year, which isapproved by resolution of the Board of Directors, and a year-end dividend, witha record date of March 31 each year, which is approved by resolution of theGeneral Meeting of Shareholders. The Company intends to use internal reserves
for investments required to increase new customer contracts, research anddevelopment, and investments in strategic businesses, as well as for measures toreturn profits to employees, with the aim of strengthening our corporate structureand expanding business.
Based on the aforesaid basic policy for cash dividends and to reward
shareholders’ continued support, it is proposed that the year-end dividend for the
fiscal year under review is YEN 95 per share. A total amount of dividend per share,
together with the interim dividend of YEN 95 per share, will be YEN 190, YEN
5 higher than YEN 185 for the previous year.
Matters related to the year-end dividend:(1)
Kind of assets distributed:
Cash(2)Matter related to distribution of cash and total amount:
YEN 95 per share of common stock of the Company
The total amount:
YEN 19,996,686,610(3)Effective date for distribution of surplus:
June 26, 2024

[English Translation]
7

Second Item of Business: Partial Amendment to the Articles of Incorporation(1) Reasons for the proposal
From the perspective of further enhancing corporate governance, thenumber of directors is to be reduced from “not more than 20” to “not more than13” to maintain an appropriate number of directors commensurate with current
conditions.

(2) Details of amendment
Details of the amendment are as follows.

Current Articles of Incorporation(Number of Directors)
Article 21
The Company shall have not more thantwenty (20) Directors.

[English Translation]
8(Underlines indicate the changes)
Proposed changes(Number of Directors)
Article 21
The Company shall have not more than
thirteen (13) Directors.

Third Item of Business:

Election of Eleven (11) Directors

The term of office of all of the seven (7) Directors will expire at the closeof this General Meeting of Shareholders. To further strengthen its management
structure and corporate governance, the Company proposes to increase thenumber of Directors by four (4) (including two (2) Outside Directors), and wewould like to ask shareholders to elect eleven (11) Directors.
The candidates are as follows:
No.

Name

GenderCurrent
Position at theCompany1Re-election

Yasuyuki Yoshida

Male

President andRepresentative
Director

2

Re-election

Tatsuro Fuse

Male

Executive
Director

3

New
Candidate

Yoshinori Yamanaka

Male

Managing
Executive Officer

4New
Candidate

Seiya Nagao

Male

Executive Officer

5

New
Candidate

Takashi Nakada

Male

Executive Officer

6New
Candidate

Makoto Inaba

Male

Executive Officer

7

Re-election

Takaharu Hirose

OutsideDirector

Independent
Officer

Male

Outside Director

8

Re-election

Hajime Watanabe

OutsideDirector

Independent
Officer

Male

Outside Director

9

Re-election

Miri Hara

OutsideDirector

Independent
Officer

FemaleOutside Director

10

New
Candidate

Kosuke Matsuzaki

OutsideDirector

Independent
Officer

Male

-

11

New
Candidate

Yukari Suzuki

OutsideDirector

Independent
Officer

Female-[English Translation]
9

Candidate
Number1

Yasuyuki Yoshida*

Re-election(Date of birth: March 28, 1958)

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Mar 1980 Joined SECOM Co., Ltd.
Feb 1997 Associate General Manager, Strategic Planning DivisionSep 1998 Director, Toyo Fire and Marine Insurance Co., Ltd. (presently Secom
General Insurance Co., Ltd.)Jun 2002
President and Representative Director, Secom General Insurance Co., Ltd.
Apr 2010 Executive Officer
Jun 2012 Director
Jun 2016 Executive Director
Jun 2017 Senior Executive Director
Apr 2024 President and Representative Director (currently)

Number of Sharesof the Company
Owned
4,838 shares

Reasons for Election
Mr. Yasuyuki Yoshida has, for many years, served as Director of the Company in chargeof overall business planning including the security services business and overallmanagement planning for a wide range of areas including establishment anddevelopment of risk management and governance structures of the SECOM Group,
M&As and capital structure. Accordingly, he holds a high level of knowledge andexperience in the management of the SECOM Group. Since assuming the position of
President and Representative Director in April 2024, he has demonstrated leadership byadvancing the Road Map 2027 and focusing on human resource strategies, among otherinitiatives, to lead the SECOM Group companies. In the light of continuous enhancementof the corporate value, we would like to ask shareholders to elect him as Director.
Candidate
Number2

Tatsuro Fuse *Re-election(Date of birth: September 9, 1957)

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Mar 1982 Joined SECOM Co., Ltd.
Mar 2002 Director, Secom Medical System Co., Ltd.
Jun 2009 President and Representative Director, Secom Medical System Co., Ltd.
Apr 2010 Executive Officer
Jun 2013 Director (retired in Jun 2016)
Apr 2016 Chairman and Representative Director, Secom Medical System Co., Ltd.
Jun 2016 Managing Executive Officer
Jun 2017 Chairman and Director, Secom Medical System Co., Ltd. (currently)
Jun 2017 Executive Director (currently)<Important Position of Other Organizations Concurrently Assumed>
Chairman and Director, Secom Medical System Co., Ltd.
Reasons for Election
Mr. Tatsuro Fuse has been engaged in medical services business as well as corporate
communication and marketing as Director of the Company. He holds affluent management
experience at SECOM Group and a high level of knowledge and experience in externalbusiness activities such as corporate communication and marketing, and in overallmanagement including medical service business. In the light of continuous enhancementof the corporate value, we would like to ask shareholders to elect him as Director.

[English Translation]
10

Number of Sharesof the Company
Owned
4,710 shares

Candidate
Number3

Yoshinori Yamanaka*

New Candidate(Date of birth: January 30, 1960)

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Mar 1985 Joined SECOM Co., Ltd.
Apr 2002 President and Representative Director, Secom Hokuriku Co., Ltd.
Jan 2014
Head of Home Market Sales Division
Apr 2016 Executive Officer
Jun 2020 Managing Executive Officer (currently)
Jun 2020 President and Representative Director, Secom Joshinetsu Co., Ltd.
Apr 2022 Head of Sales Division (currently)

Number of Sharesof the Company
Owned
450 shares

Reasons for Election
Mr. Yoshinori Yamanaka has abundant experience and deep insight into the
management of the SECOM Group, including serving as a representative director ofGroup companies, in addition to his experience as head of the Sales Division of thecompany's security business, where he directed overall sales activities throughout Japan.
In the light of continuous enhancement of the corporate value, we would like to ask
shareholders to elect him as Director.

Candidate
Number4

Seiya Nagao*

New Candidate(Date of birth: February 14, 1962)

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Mar 1984 Joined SECOM Co., Ltd.
Apr 2008 General Manager, Group Operations Optimization Promotion OfficeApr 2010 General Manager, Business Analysis Office
Jan 2012
General Manager, Accounting Department
Apr 2016 Executive Officer (currently)
Nov 2018 President and Representative Director, Secom Credit Co., Ltd. (currently)
Jan 2019
Head of Finance Division (currently)
Reasons for Election
Mr. Seiya Nagao has long been in charge of the Company's finance and accounting
departments, and has abundant experience and a high level of insight into the
management of the SECOM Group, which he has cultivated through governance duties
for the Company's group companies. In the light of continuous enhancement of thecorporate value, we would like to ask shareholders to elect him as Director.

[English Translation]
11

Number of Sharesof the Company
Owned
1,404 shares

Candidate
Number5

Takashi Nakada*

New Candidate(Date of birth: April 27, 1966)

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Mar 1991 Joined SECOM Co., Ltd.
Jun 2016
General Manager, General Planning Department
Jun 2017
Executive Officer (currently)
Jan 2021
Deputy Head, Group International Division
Apr 2024 In Charge of Planning Administration, Group Companies Supervisor andRisk Control (currently)

Number of Sharesof the Company
Owned
1,574 shares

Reasons for Election
Mr. Takashi Nakada has long been responsible for the overall management planning of
the SECOM Group, including the operational supervision and risk management ofGroup companies, and has extensive experience and deep insight into global
management and SECOM Group management, having served as the head of SECOM
Group overseas business. In the light of continuous enhancement of the corporate value,
we would like to ask shareholders to elect him as Director.

Candidate
Number6

Makoto Inaba*

New Candidate(Date of birth: August 4, 1962)

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Sep 1987 Joined SECOM Co., Ltd.
Oct 2010 General Manager, Sales Development Department
Jul 2014
Head of Shikoku Regional Headquarters
Jun 2017 Assistant to Head of Operational Supervision DivisionJun 2018 Executive Officer (currently)
Jun 2018 Head of Corporate Sales Division
Oct 2020 Head of Sales Division 1
Jul 2022
President, Senon Ltd. (currently)
Reasons for Election
Mr. Makoto Inaba has a wealth of experience and deep insight into the Company's
overall security business, having served as head of the Corporate Sales Division of theCompany's security business, as well as being responsible for directing security
operations nationwide in the Operations Division and serving as a representative directorof a security-related Group company. In the light of continuous enhancement of thecorporate value, we would like to ask shareholders to elect him as Director.

[English Translation]
12

Number of Sharesof the Company
Owned
592 shares

Candidate
Number7

Re-election

Takaharu Hirose

Candidate for Outside Director(Date of birth: October 25, 1944)

Candidate for Independent Officer

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Sep 1965 Founded Fuji Vending Co., Ltd., and assumed Representative Director
Apr 1972 Founded Food & Beverage Vending Association, and assumed Chairman
Apr 1987 Founded Japan Automatic Merchandising Association (presently a generalincorporated association), and assumed Chairman
Apr 2003 Advisor and Director, GAIN Inc. (presently Monitas, Inc.)
May 2008 President and Representative Director, GAIN Inc.
May 2011 Chairman and Representative Director, GAIN Inc. (currently)
Jun 2013
Director, SECOM Co., Ltd. (currently)

Number of
Shares of theCompany
Owned
0 shares<Important Position of Other Organizations Concurrently Assumed>
Chairman and Representative Director, Monitas, Inc.
Reasons for Election and Outline of Expected Role
Mr. Takaharu Hirose established and managed venture business and worked to establish
and operate industry groups so that he contributed to development of business andindustry. He has affluent experience and knowledge in IT enterprises. As a member of theBoard of Directors, he has provided advice and recommendations in many occasions froma high-level perspective on key directions of management including the future of SECOM
that capitalizes on technology. As he has played an appropriate role as Outside Director
including the supervision of business execution, in the light of continuous enhancementof the corporate value, we would like to ask shareholders to elect him as Outside Director.
After the election, he is expected to continue to play the role mentioned above.
Candidate
Number8

Re-election

Hajime Watanabe

Candidate for Outside Director(Date of birth: November 18, 1951)

Candidate for Independent Officer

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Mar 1975 Joined Watanabe Pipe Co., Ltd.
Apr 1978 Executive Director, Watanabe Pipe Co., Ltd.
Apr 1983 Senior Executive Director, Watanabe Pipe Co., Ltd.
Jun 1985
Vice President and Representative Director, Watanabe Pipe Co., Ltd.
Nov 1991 President and Representative Director, Watanabe Pipe Co., Ltd.
Jun 2016 Director, SECOM Co., Ltd. (currently)
Apr 2022 Chairman and Representative Director, Watanabe Pipe Co., Ltd.(currently)<Important Position of Other Organizations Concurrently Assumed>
Chairman and Representative Director, Watanabe Pipe Co., Ltd.
Reasons for Election and Outline of Expected Role
Mr. Hajime Watanabe has engaged in management of Watanabe Pipe Co., Ltd. for many
years. He holds rich experience and a high level of knowledge accumulated through his
career in the management of the company that has a national network. As a member ofthe Board of Directors, he has provided effective advice and recommendations in manyoccasions on key directions of management as well as on the execution and risk
management of business in general and other matters including work site operations andemployee management. As he has played an appropriate role as Outside Director
including the supervision of business execution, in the light of continuous enhancementof the corporate value, we would like to ask shareholders to elect him as Outside Director.
After the election, he is expected to continue to play the role mentioned above.

[English Translation]
13

Number of
Shares of theCompany
Owned
1,900 shares

Candidate
Number9

Re-election

Miri Hara

Candidate for Outside Director(Date of birth: December 20, 1961 )Candidate for Independent Officer

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Jun 1988
Joined Hara Jisho Co., Ltd.
Jun 1988
Director, Hara Jisho Co., Ltd. (currently)
Oct 2017
Founded Tax Corporation Yokohama Benten Accounting, Inc. andassumed Representative Certified Public Tax Accountant (currently)
Jun 2020
Director, SECOM Co., Ltd. (currently)
Jun 2021
Outside Director, Nippon Sanso Holdings Corporation (currently)

Number of
Shares of theCompany
Owned
0 shares<Important Position of Other Organizations Concurrently Assumed>
Representative Certified Public Tax Accountant of Tax Corporation Yokohama Benten
Accounting, Inc.
Outside Director, Nippon Sanso Holdings Corporation
Reasons for Election and Outline of Expected Role
Ms. Miri Hara has experience as director of a real estate management company for a longtime and possesses rich experience and considerable insight accumulated through her
career on tax affairs, corporate accounting, etc., at a tax accountant corporation. As amember of the Board of Directors, she has provided useful advice and recommendations
on key directions of management and services for households and female employees’
active engagement. As she has played an appropriate role as Outside Director including
the supervision of business execution, in the light of continuous enhancement of thecorporate value, we would like to ask shareholders to elect her as Outside Director. Afterthe election, she is expected to continue to play the role mentioned above.
Candidate
Number10

New Candidate

Kosuke Matsuzaki

Candidate for Outside Director(Date of birth: May 1, 1960)

Candidate for Independent Officer

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Apr 1984
Joined IBM Japan, Ltd.
Oct 2008
Executive Officer, IBM Japan, Ltd.
Jan 2014
Managing Executive Officer, IBM Japan, Ltd.
Jan 2015
Vice President and Representative Director, Schneider Electric Japan Inc.
Oct 2015
Representative Director, Schneider Electric Japan Inc.
Jun 2019
Director, Head of Sales Division, Fuji Seal, Inc.
Feb 2020
President and Representative Director, Fuji Seal, Inc.
Mar 2023
Chairman and Director, Fuji Seal, Inc.
Feb 2024
Director, MAFTEC Group Co., Ltd.
Apr 2024
Representative Director, President and CEO, MAFTEC Group Co., Ltd.
(currently)<Important Position of Other Organizations Concurrently Assumed>
Representative Director, President and CEO, MAFTEC Group Co., Ltd.
Reasons for Election and Outline of Expected Role
Mr. Kosuke Matsuzaki has a wealth of experience and broad insight into the managementof global and Japanese companies, gained through his many years of experience inmarketing, business planning, product business, and a wide range of other fields at a global
IT-related company, as well as through his performance as a manager of various
companies. In anticipation of his contribution to the continuous enhancement of thecorporate value, including the supervision of business execution, we would like to ask
shareholders to elect him as Outside Director.

[English Translation]
14

Number of
Shares of theCompany
Owned
0 sharesCandidate
Number11

New Candidate

Yukari Suzuki

Candidate for Outside Director(Date of birth: September 16, 1962)

Candidate for Independent Officer

Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any
Apr 1985
Joined Shiseido Company, Limited
Apr 2015
General Manager, Marketing Department, Prestige Brands, Japan
Business Division, Shiseido Company, Limited
Jan 2017
Brand Director, Clé de Peau Beauté Brand Unit, Global Prestige Brands
Jan 2018
Corporate Officer, Shiseido Company, Limited
Jan 2020
Senior Executive Officer, Shiseido Company, Limited
Mar 2020
Director, Senior Executive Officer, Shiseido Company, Limited
Jan 2021
Representative Director, Senior Executive Officer, Shiseido Company,
LimitedMar 2023
Director, Senior Executive Officer, Shiseido Company, Limited
Jan 2024
Director, Shiseido Company, Limited (retired in March 2024)

Number of
Shares of theCompany
Owned
0 shares

Reasons for Election and Outline of Expected Role
Ms. Yukari Suzuki served as representative director of a listed global company, where she
was involved in launching new businesses, brand marketing, and promotion of diversity
and inclusion, utilizing her experience and knowledge in these areas. She possesses a
wealth of experience and broad insights gained through these achievements. In
anticipation of her contribution to the continuous enhancement of the corporate value,
including the supervision of business execution, we would like to ask shareholders to electher as Outside Director.

(Notes)
1.
2.
3.

4.

5.

6.

7.

There is no particular interest between the Company and each of the said candidates.
Candidates with * are Executive Officers currently in office.
Based on the nomination policy that the Board of Directors established, thenomination of candidates for Directors are decided after discussion at the Boardof Directors. The Board of Directors decides the candidates for Directors after the
discussion process of the Nomination and Compensation Committee comprising amajority of Outside Directors.
Messrs. Takaharu Hirose, Hajime Watanabe, Kosuke Matsuzaki, and Mses. Miri
Hara and Yukari Suzuki are candidates for Outside Directors. The designation of
Messrs. Takaharu Hirose, Hajime Watanabe and Ms. Miri Hara as Independent
Officers has been filed with Tokyo Stock Exchange, Inc. Additionally thedesignation of Mr. Kosuke Matsuzaki and Ms. Yukari Suzuki is planned to be filedwith the Tokyo Stock Exchange, Inc.
The number of years during which Mr. Takaharu Hirose is in the office of Outside
Director of the Company will have been for eleven (11) years at the close of this
General Meeting of Shareholders.
The number of years during which Mr. Hajime Watanabe is in the office of Outside
Director of the Company will have been for eight (8) years at the close of this
General Meeting of Shareholders.
The number of years during which Ms. Miri Hara is in the office of Outside
Director of the Company will have been for four (4) years at the close of this[English Translation]
15

8.

9.

General Meeting of Shareholders.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company hasentered into a liability limit agreement limiting a compensation liability provided
for in Article 423, Paragraph 1 of the Companies Act with each of Messrs.
Takaharu Hirose, Hajime Watanabe and Ms. Miri Hara. In case each of them is reelected, it is scheduled that the liability limit agreement will continuously be made.
If Mr. Kosuke Matsuzaki and Ms. Yukari Suzuki are elected as directors, theCompany plans to enter into the same liability limit agreement with both of them.
Furthermore, the limited amount of compensation liability is the minimum liability
limit provided for in Article 425, Paragraph 1 of the Companies Act.
The Company has entered into an officers’ liability insurance contract with aninsurance company. A summary of the contents of the insurance policy is given on
page 36 of this Notice of Convocation (“3. Description of the Officers’ Liability
Insurance Contract”). Each of the candidates for reappointment is currently a directorof the Company and therefore is insured under the relevant insurance contract. If eachcandidate is reappointed, he or she will continue to be insured under the insurance
contract. Additionally, new candidates, if appointed, will be an insured under the said
insurance contract. Further, the Company intends to renew the insurance policy for thesame terms during their term of office.

[English Translation]
16

〈Reference〉
Knowledge and experiences possessed by each candidate for Director and Audit &Supervisory Board Member (Skills Matrix)
Current Positionat the Company

Corporate
Management

Finance andAccounting

Legal,
Complianceand Risk

Yasuyuki
YoshidaPresident andRepresentative
Director●●●

Tatsuro Fuse

Executive
Director

●

●

●

●

Yoshinori
Yamanaka

Managing
Executive Officer

●

●

●

●

Seiya Nagao

Executive Officer●

TakashiNakadaExecutive Officer●

Makoto Inaba

Executive Officer●

Takaharu
HiroseOutside Director●

HajimeWatanabeOutside Director●●

Miri Hara

Outside Director●●

KosukeMatsuzaki-●

Yukari Suzuki-●

Takayuki Ito

Audit &
Supervisory
Board Member●

Yasuhiro Tsuji

Audit &
Supervisory
Board Member

Hideki Kato

Name

●

Sustainability
and ESG

Security
Services
Industry

ICT andTechnology

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

●

●

●

●

Outside Audit &Supervisory
Board Member●●

Outside Audit &Makoto Yasuda Supervisory
Board Member●

Outside Audit &Supervisory
Board Member●

Setsuo Tanaka

GlobalBusiness

●

●

●
●

●

●
●

●

(Notes)
1. Up to four (4) knowledge and experiences possessed by each candidate for Director and Audit & Supervisory
Board Member are marked.
2. The above list does not represent all the knowledge and experiences of each candidate for Director and Audit &Supervisory Board Member.

[English Translation]
17

Fourth Item of Business: Revision of Remuneration to Audit & Supervisory Board
Members
At the 50th Ordinary General Meeting of Shareholders held on June 24, 2011, it was resolved that the amountof remuneration for Audit & Supervisory Board Members of the Company shall not exceed 80 million yen peryear, an amount that has remained unchanged to this day. In consideration of recent changes in economic
conditions and the need to secure human resources to enhance corporate governance, the Company proposes arevision to the amount of remuneration for Audit & Supervisory Board Members that shall not exceed 90 million
yen per year.
At present, there are five (5) Audit & Supervisory Board Members.

[English Translation]
18

Business Report (Fiscal Year Ended March 31, 2024)
I. Outline of the Group’s Business1. The Current Business Development and Results of Operations

During the fiscal year ended March 31, 2024 (“the current fiscal year”), theJapanese economy showed movements of a gradual recovery in some areas suchas business investment and private consumption, amid the improvements in theemployment and income environment. On the other hand, continual attention has
been required to downside risks in the economy due to the rising prices and theglobal monetary tightening, international economic situation, and the trend of
financial and foreign exchange market.
Under these circumstances, we have been actively working to implement
initiatives to achieve the SECOM Group’s Vision for 2030, formulated with an
aim to establish the “Social System Industry,” which delivers safety and peace ofmind, as well as makes life more comfortable and convenient. In May 2023, weformulated the SECOM Group Road Map 2027 to further clarify the direction weshould aim for in order to realize our vision and to ensure our growth, and we are
actively promoting various initiatives.
In April 2023, we released YORiSOS, a new app for SECOM Home Security
subscribers. It is the first app in Japan which is linked to the Apple Watch’s falldetection feature to notify SECOM in the event of emergencies and assists users
with everyday health management. In October, we announced the development
of SECOM Drone XX (Double X), a security drone that utilizes AI for patrol andintrusion monitoring, the first of its kind in Japan. Through these and otherinitiatives, we continued to provide meticulous and seamless services to satisfy
the increasingly diversified and sophisticated needs of our customers for theirsafety and peace of mind.
Additionally, in March 2024, SECOM was recognized for four consecutive years
as one of the highest-rated companies on CDP’s Supplier Engagement Rating
Leaderboard based on the 2023 Climate Change Questionnaire conducted by theinternational environmental NGO.
As a result, consolidated revenue for the current fiscal year increased by 4.9% to1,154.7 billion yen compared with the previous fiscal year, chiefly owing to theincrease in revenue in security services, mainly due to the contribution of Senon
Ltd., a subsidiary consolidated from July 2022, the brisk sales of centralized
monitoring services (on-line security systems) for commercial and residential use,
and the rise of sales of merchandise. Consolidated operating profit increased by
2.9% to 140.6 billion yen, attributable to the effect of the increase in operating
profit mainly in security services, fire protection services and insurance services,
despite the decrease in operating profit largely in geospatial information services.
Consolidated ordinary profit increased by 6.9% to 166.8 billion yen, mainly due
to the increase in net gains on private equity investment in the U.S. etc., by 7.5[English Translation]
19

billion yen. Consolidated net income attributable to owners of the parent
increased by 6.1% to 101.9 billion yen.
Revenue, ordinary profit and net income attributable to owners of the parent forthe current consolidated financial year reached a record-high.
（Millions of Yen）
Revenue

Operating profit

Ordinary profit

Net income
attributable toowners ofthe parent

Current fiscal
year (FY2023)

1,154,740

140,658

166,859

101,951

Previous fiscal
year (FY2022)

1,101,307

136,700

156,124

96,085

By business segment, in the security services segment, we provided mainly online security systems for commercial and residential clients, as well as static guard
services, armored car services and merchandises.
For our commercial security services, we offer System Security AZ, an all-in-one
system that accommodates a variety of functions that benefit customers’ business
operations, including security and fire protection, as well as work efficiency
solutions such as employee attendance management. In the period under review,
we began offering AZ-Access, an access control system for various types ofbuildings including offices, research facilities, factories, and large-scalecommercial facilities, and worked to expand their sales.
For our residential security services, we provide SECOM Home Security NEO, aflexible system suited to modern lifestyles that can expand its services beyond
crime prevention and fire protection by linking with various devices. During thecurrent fiscal year, we actively worked to expand SECOM Home Security withenhanced convenience, including efforts to promote YORiSOS, an app
distributed as an optional service for the home security system.
Outside Japan, we promoted security services characterized by its emergency
response services and video monitoring, mainly in economically developing areas,such as Southeast Asia. We accelerated efforts to develop and introduce services
and systems adapted to the local market while advancing initiatives for the digitaltransformation of on-line security systems by incorporating the latest
technologies.
As a result, revenue increased by 5.3% to 614.0 billion yen, mainly due to thecontribution of Senon Ltd., a subsidiary consolidated from July 2022, the brisk
sales of on-line security systems for commercial and residential use, and the riseof sales of merchandise. Operating profit increased by 1.1% to 112.7 billion yen,owing to the rise in personnel expenses.

[English Translation]
20

In the fire protection services segment, we provided a broad range of fire
protection systems such as high-quality fire alarm systems and fire extinguishingsystems that respond to customers’ needs to a wide variety of facilities such as
office buildings, production facilities, tunnels, cultural properties, ships andresidences. In the current fiscal year, two major fire protection companies, Nohmi
Bosai Ltd. and Nittan Co., Ltd., promoted various fire protection systems basedon each company’s business infrastructure and product development expertise.
Revenue increased by 10.3% to 160.6 billion yen, attributable to the increase inrevenue in fire alarm systems and fire extinguishing systems. Operating profit
increased by 33.7% to 15.3 billion yen, chiefly owing to the improvement in cost
ratio in fire alarm systems.
In the medical services segment, we provided various medical services such as
our core home medical services, including home nursing services andpharmaceutical dispensing and home delivery services, operation of residences
for seniors, sales of electronic medical report systems, sales of medical equipment
and pharmaceutical products, personal care services, and the leasing of real estate
for medical institutions.
Revenue increased by 3.2% to 80.1 billion yen, mainly due to the increase inrevenue in Takshasila Hospitals Operating Pvt. Ltd., a general hospital operatingcompany in India, and the brisk sales of pharmaceuticals. Operating profit
decreased by 11.8% to 5.1 billion yen, largely attributable to the rise in cost ratio.
In the insurance services segment, we expanded marketing efforts for our uniquenon-life insurance offerings, including Security Discount Fire Policy, acommercial fire insurance policy, and SECOM Anshin My Home, acomprehensive fire insurance policy for residences, both of which extend
discounts on premiums to customers who have installed on-line security systems,
recognizing this as a risk-mitigating factor; MEDCOM, an unrestricted cancer
treatment policy that offers compensation of the actual cost of medical treatment;
and SECOM Anshin My Car, a comprehensive automobile insurance policy thatoffers on-site support services provided by our emergency response personnel inthe event of an accident.
Revenue increased by 4.7% to 58.1 billion yen, mainly due to the increases inunderwriting income and investment income. Operating profit increased by
146.1% to 2.5 billion yen, largely attributable to the decrease in losses fromnatural disasters.
In the geospatial information services segment, we collected geographic datafrom aerial photography, vehicle/ground surveying systems and satellite images,
which we integrated, processed, and analyzed to provide geospatial information
services to domestic national and local governmental agencies, private sectors,
and foreign governmental agencies including emerging and developing countries.

[English Translation]21

Revenue decreased by 2.6% to 60.5 billion yen, chiefly owing to the decrease inrevenue from domestic public sector division and domestic private sector division.
Operating profit decreased by 21.5% to 5.3 billion yen, attributable to the increase
in selling, general and administrative expenses owing to the rise in personnel
expenses.
In the BPO and ICT services segment, our distinctive portfolio includes business
continuity planning (BCP) support, information security services, a variety ofcloud-based services and authentication services, centering on the data centers,
as well as BPO related services including operation of contact center services.
Revenue decreased by 0.7% to 127.2 billion yen, owing to the decrease in revenue
in TMJ, Inc., a provider of BPO services including contact centers and back officeservices. Operating profit increased by 1.8% to 11.8 billion yen, attributable tothe improvement in cost ratio in data center business.
Other services segment comprises real estate leasing and construction andinstallation services.
Revenue increased by 10.4% to 54.0 billion yen. Operating profit increased by
10.4% to 7.3 billion yen.

[English Translation]
22

Results by Business Segment (63rd Fiscal Year – current fiscal year)(Millions of Yen)
OperatingprofitCustomers

Revenue
Intersegment

Security services

614,083

12,740626,824

112,736

Fire protection services

160,602

3,282

163,884

15,372

Medical services

80,124250

80,3755,178

Insurance services

58,1462,684

60,831

2,552

Geospatial information
services

60,500204

60,704

5,321

BPO and ICT services

127,228

13,085140,314

11,848Other services

54,053

1,355

55,4097,362

1,154,740

33,603

1,188,344

160,371－(33,603)(33,603)(19,713)

1,154,740－

1,154,740

140,658

Business segment

Total
Eliminations andcorporate items
Consolidated revenue

Total

With respect to the results by geographical segments, in Japan, revenue
increased by 4.7% to YEN 1,091.5 billion. Overseas revenue increased by 7.7%
to YEN 63.1 billion.

Revenue by business segment, excluding intersegment transactions (Millions of Yen)
Other services
54,053

BPO and ICT services 127,228
Geospatial information services
60,500Insurance services

58,146

Medical services

80,124

Security services
614,083

Fire protection services 160,602[English Translation]23

2. Issues the Group Has to Cope with

The circumstances surrounding the SECOM Group pose certain challenges to beaddressed, including the evolution of technology, a decrease in the working
population, the deterioration of public safety experienced by citizens, an aging
population, more frequent and severer natural disasters. Under thesecircumstances, the SECOM Group promotes the following initiatives in order tocontribute to solving these challenges:(1) Capitalizing on advanced technologies and expertise
Amid ongoing technological evolution, we will proactively collect and deploy
information on advanced technologies and know-how, in order to achieve thecreation of added value, the improvement of service quality, etc., through theeffective use of cutting-edge technologies. Based on these efforts, we will work
diligently to create products and services in Japan and overseas that fuseadvanced technologies with human capability.
(2) Domestic businesses (Increasing the competitiveness of our services andproducts)
For domestic businesses, we will improve our competitiveness by enhancing thequalities and functionality of our services and products for commercial clients,
and also focus on further cultivating individual consumer markets, through theprovision of new services, including care for seniors. We will make the best useof the business resources of the SECOM Group, in order to offer high valueadded services that meet diversified customer needs, thereby aiming to establish
a society that enjoys “safety, peace of mind, comfort and convenience.”(3) Strengthening overseas businesses
For overseas businesses, while conducting sales promotions including
advertisement, we will proactively adopt cutting-edge technologies andstrengthen our business development with increasing security needs in mind,
including business planning and product development targeted at overseas local
markets suitable for local needs, in addition to services for large-scale properties.
Furthermore, we will promote active local hiring, and improve the quality ofservices in overseas operations by fortifying education and training.
(4) Improving operating efficiency and quality
As part of efforts to address the manpower reduction resulting from thedecreasing labor force population, we will promote operational efficiency
through system investments to improve functionalities, thereby improving
productivity, profitability, and service quality. At the same time, we will review
operational processes and internal operational procedures to promote cost
reduction.
(5) Securing human resources that will increase competitiveness[English Translation]
24

Human resources with IT and global skills are indispensable for the SECOM
Group to utilize cutting-edge technologies and to expand overseas businesses. It
is also necessary to secure sufficient workforce to further improve our services inthe domestic businesses. We will make progress in enhancing recruitment tosupport our business development even amid the decreasing working population.
We will also accelerate organizational strategies to strengthen growing sectors,
including the reallocation of human resources. In addition, we will continue tocultivate existing employees, to educate/train them for improving their abilities
to adapt to change, and to create an environment that will serve as a foundationfor each employee to make the most of their individuality and lead prosperous
and fulfilling work and private lives.
(6) Strengthening compliance and governance systems
In promoting the efforts described above, securing and maintaining customer
trust through compliance with laws and the spirit of the law, is one of the mostimportant management issues for the SECOM Group, which aims to provide“safety and peace of mind.” The SECOM Group has been making efforts tofurther strengthen its compliance system, based on SECOM’s Philosophy, which
has been passed down since the establishment of the business. We will also
continue to strengthen our governance structure to create a company that
continues to be chosen by our stakeholders.
We look forward to the support from our shareholders in these and all of ourendeavors.
3. Capital Expenditures

Capital expenditures for the current fiscal year totaled YEN 99.3 billion (abreakdown is given below). A major portion was for system investments(including those for security equipment and control stations) etc. in the security
services segment, which totaled to YEN 54.9 billion.
(Millions of Yen)
Business segment

AmountSecurity services

54,945Fire protection services

3,376

Medical services

6,194

Insurance services

3,495

Geospatial information services

2,362

BPO and ICT services

26,255

Other services

2,422
Subtotal

Eliminations and corporate items

99,052288

Total[English Translation]
25

99,3404. Fund Raising

During the current fiscal year, no funds were raised by the Group in capital
markets through the issuance of corporate bonds or new shares.

5. Trends in Earnings and Assets of the Group(Millions of Yen except for net income per share)
63rd fiscal year
Fiscal years 60th fiscal year 61st fiscal year 62nd fiscal year
(current fiscal year)(4/1/2020–(4/1/2021–(4/1/2022–
Category(4/1/2023–
3/31/2021)
3/31/2022)
3/31/2023)
3/31/2024)
Revenue
1,035,898
1,049,859
1,101,307
1,154,740
Operating profit
136,925
143,499
136,700
140,658
Ordinary profit
138,990
153,186
156,124
166,859
Net income
attributable to74,681
94,27396,085
101,951
owners of theparent
Net income per342.17431.27445.02482.04
share (Yen)
Return on Equity
Total assets
Net assets

7.1%
1,864,179
1,229,824

8.6%
1,907,755
1,256,036

8.4%
1,989,062
1,316,047

8.5%
2,080,781
1,390,689(Note)
From the beginning of the 61st fiscal year, we have applied “Accounting Standard for Revenue Recognition” (ASBJ
Statement No.29, March 31, 2020).

Revenue (Millions of yen)

FY60

FY61

FY62

FY63

Net income attributable to ownersof the parent (Millions of yen)

FY60

FY61

FY62

FY63

Operating profit (Millions of yen)

Ordinary profit (Millions of yen)

FY60

FY60

FY61

FY62

FY63

Net income per share (Yen)

FY60

FY61

[English Translation]
26

FY62

FY63

FY61

FY62

FY63

Total assets/Net assets (Millions of yen)

FY60

FY61

FY62

FY63

6. Trends in Earnings and Assets of the Company(Millions of Yen except for net income per share)

394,389
75,54189,301
59,960395,181
78,70395,09469,885391,570
74,61593,25568,65163rd fiscal year
(current fiscal year)(4/1/2023–
3/31/2024)
405,671
74,863112,225
86,936274.72319.70317.95411.04

7.3%
971,493
838,562

8.2%
993,501
859,950

8.0%
992,881860,308

10.0%
1,014,130873,263

Fiscal years 60th fiscal year 61st fiscal year 62nd fiscal year
(4/1/2020–(4/1/2021–(4/1/2022–
Category
3/31/2021)
3/31/2022)
3/31/2023)
Revenue
Operating profit
Ordinary profit
Net income
Net income pershare (Yen)
Return on Equity
Total assets
Net assets(Note)
From the beginning of the 61st fiscal year, we have applied “Accounting Standard for Revenue Recognition” (ASBJ
Statement No.29, March 31, 2020).

Revenue (Millions of yen)

FY60

FY61

FY62

FY63

Net income (Millions of yen)

FY60

FY61

FY62

FY63

Operating profit (Millions of yen)

FY60

FY61

FY62

FY63

Net income per share (Yen)

FY60

FY61

[English Translation]
27

FY62

FY63

Ordinary profit (Millions of yen)

FY60

FY61

FY62

FY63

Total assets/Net assets (Millions of yen)

FY60

FY61

FY62

FY63

7. Matters Concerning Principal Subsidiaries(As of March 31, 2024)
Company name

Issued capital(Millions of Yen)

Secom Joshinetsu Co., Ltd.

3,530
(Millions of Yen)

Asahi Security Co., Ltd.

100
(Millions of Yen)

Nohmi Bosai Ltd.

13,302(Millions of Yen)

Nittan Co., Ltd.

Secom Medical System
Co., Ltd.

2,302(Millions of Yen)

100
(Millions of Yen)

Secom General InsuranceCo., Ltd.

16,808(Millions of Yen)

Pasco Corporation

8,758(Millions of Yen)

Secom Trust Systems
Co., Ltd.

1,468(Millions of Yen)

At Tokyo Corporation

13,378(Millions of Yen)

TMJ, Inc.

The Westec Security Group,
Inc.

100
(US$)

301
(Thousands of UK
Pounds)Secom Plc
44,126

Takshasila Hospitals
Operating Pvt. Ltd.

(Millions of Rupee)

7,176[English Translation]
28

Percentage ofownership(Percentage ofvoting rights)(%)
100.00(100.00)(%)
100.00(100.00)(%)
50.36(50.70)(%)
100.00(100.00)(%)
100.00(100.00)(%)
97.24(97.95)(%)
71.55(72.18)(%)
100.00(100.00)(%)
50.88(50.88)(%)
100.00(100.00)(%)
100.00(100.00)(%)
100.00(100.00)(%)
60.00(60.00)Principal business activities

Security and safety services

Cash collection and delivery
services
Comprehensive fire protection
services
Comprehensive fire protection
services
Home medical services andremote image diagnosis
support services
Non-life insurance

Surveying, measuring andgeospatial information systemservices
Information security services andsoftware development

Data center business

BPO business including contact
center businessHolding company in the U.S.

Security business in the U.K.

General hospital operatingcompany in India

Secom Medical System(Singapore) Pte. Ltd.

(Thousands ofSingapore Dollars)

142,098(%)
100.00(100.00)

Holding company in Singapore(Notes)1. The percentages of ownership (percentages of voting rights) are truncated to two
decimal places.
2. The percentages of ownership (percentages of voting rights) for Nohmi Bosai Ltd.,
Takshasila Hospitals Operating Pvt. Ltd. and Secom Medical System (Singapore)
Pte. Ltd. include those indirectly owned by the Company.

8. Principal Business of the GroupThe Group consists of the Company, 151 consolidated subsidiaries and 17
affiliated companies accounted for under the equity method. The principal
business activities of the Group are as follows: Security Services centering oncontracted security services; Fire Protection Services centering on comprehensive
fire protection services; Medical Services focusing on home medical services andmanagement of residences for seniors; Insurance Services consisting mainly of
non-life insurance; Geospatial Information Services that mainly entails theprovision of surveying and measuring operations; BPO and ICT Services
centering on information security services, large-scale anti-disaster operations,
datacenter and BPO business; and Other Services centering on real estate leasing
and construction and installation services and other services.
9. Principal Offices of the Group(i) Headquarters of the Company:
5-1, Jingumae 1-chome, Shibuya-ku, Tokyo(ii) Regional Headquarters:
Hokkaido (Sapporo City), Tohoku (Sendai City), West Kanto (Saitama City),
East Kanto (Chiba City), Tokyo (Minato-ku, Tokyo), Metropolitan Static
Guard Service (Shibuya-ku, Tokyo), Metropolitan Armored Car Service(Shibuya-ku, Tokyo), Kanagawa (Yokohama City), Shizuoka (Shizuoka
City), Chubu (Nagoya City), Kinki (Kyoto City), Osaka (Osaka City), Hyogo(Kobe City), Chugoku (Hiroshima City), Shikoku (Takamatsu City), Kyushu(Fukuoka City).
(iii) Domestic Subsidiaries:
Secom Joshinetsu Co., Ltd. (Niigata City), Asahi Security Co., Ltd. (Minatoku, Tokyo), Nohmi Bosai Ltd. (Chiyoda-ku, Tokyo), Nittan Co., Ltd.
(Shibuya-ku, Tokyo), Secom Medical System Co., Ltd. (Shibuya-ku, Tokyo),
Secom General Insurance Co., Ltd. (Chiyoda-ku, Tokyo), Pasco Corporation(Meguro-ku, Tokyo), Secom Trust Systems Co., Ltd. (Shinjuku-ku, Tokyo),
At Tokyo Corporation (Koto-ku, Tokyo), TMJ, Inc. (Shinjuku-ku, Tokyo),
Arai & Co., Ltd. (Shibuya-ku, Tokyo).
(iv) Overseas Subsidiaries:
The Westec Security Group, Inc. (Dover, Delaware, USA), Secom Plc(Kenley, Surrey, UK), Secom (China) Co., Ltd. (Beijing, China), Takshasila[English Translation]
29

Hospitals Operating Pvt. Ltd. (Bengaluru, Karnataka, India), Secom Medical
System (Singapore) Pte. Ltd. (Singapore).
10. Matters Concerning Employees of the Group and the Company(1) Matters Concerning Employees of the Group
Number of employees

Decrease from the end of
the previous fiscal year

64,744343(2) Matters Concerning Employees of the Company
Number of
employees

Decrease from the end of
the previous fiscal year

Average age

Average years of service

15,672
251
44.4
18.0
(Note)The number of employees refers to the number of full-time employees.

11. Principal Lenders(Millions of Yen)

Lenders

Balance

MUFG Bank, Ltd.

9,288

Mizuho Bank, Ltd.

6,342

Sumitomo Mitsui Banking Corp.

3,419

Resona Bank Ltd.

3,151

12. Other Important Matters Concerning the Group

There is no matter applicable.

[English Translation]30

II. Matters Concerning the Company’s Shares and Shareholders
1. Total Number of Shares to be Issued:

900,000,000

2. Total Number of Issued Shares:

233,299,898(including 22,808,460 shares of treasury stock held by the Company)

3. Number of Shareholders at the End of the Fiscal Year:
4. Number of Shares Constituting a Unit of Shares:

39,195100 shares

5. Major Shareholders (Top 10)
Name of Shareholders

Number of shares held(Thousands of Shares)

Percentageof ownership(%)

The Master Trust Bank of Japan,
Ltd. (Trust Account)47,065

22.35

Custody Bank of Japan, Ltd.
(Trust Account)

18,763

8.91

JP MORGAN CHASE BANK 380055

9,591

4.55

The Master Trust Bank of Japan, Ltd.
(Retail Trust Account 820079272)

6,740

3.20

STATE STREET BANK WEST
CLIENT-TREATY 505234

5,463

2.59

Secom Science and Technology
Foundation

4,025

1.91

JP MORGAN CHASE BANK 385781

2,819

1.33

STATE STREET BANK AND TRUSTCOMPANY 505103

2,733

1.29

STATE STREET BANK AND TRUSTCOMPANY 505225

2,580

1.22

JP MORGAN CHASE BANK 385632

2,498

1.18

(Note)
Although the Company holds treasury stock of 22,808,460 shares, it is not included in thetable above. The percentage of ownership is calculated on the basis of the total number ofshares outstanding excluding treasury stock. The percentage of ownership is truncated totwo decimal places.

[English Translation]
31

6. Shares Granted to Officers of the Company for Their Business Execution during
Current Fiscal Year
Number of shares
1,418

Directors (excluding Outside Directors)[English Translation]
32

Number of
Grantees5III. Directors and Audit & Supervisory Board Members
1.

Names and Titles of Directors and Audit & Supervisory Board Members
PositionName(As of March 31, 2024)
Field of responsibility andimportant position of otherorganization
concurrently assumed
Executive Officer
Chairman, All Japan Security
Association

Chairman and
Representative Director

Yasuo Nakayama

President andRepresentative Director

Ichiro Ozeki

Executive Officer

Yasuyuki Yoshida

Executive Officer (in charge ofplanning administration, groupcompanies supervisor and risk
control)

Senior Executive
Director

Executive Officer (head of corporate
communication & marketing
division)
Chairman and Director of Secom
Medical System Co., Ltd.
Chairman and Representative
Director of Monitas, Inc.

Executive Director

Tatsuro Fuse

Director

Takaharu Hirose

Director

Hajime Watanabe

Director

Miri Hara[English Translation]
33

Chairman and Representative
Director of Watanabe Pipe Co., Ltd.
Representative Certified Public Tax
Accountant of Tax Corporation
Yokohama Benten Accounting, Inc.
Outside Director, Nippon Sanso
Holdings Corporation

Position

Field of responsibility and important
position of other organization
concurrently assumed

Name

Audit & Supervisory
Board Member

Takayuki Ito

Full-time Audit & Supervisory Board
MemberAudit & Supervisory
Board Member

Yasuhiro Tsuji

Full-time Audit & Supervisory Board
MemberAudit & Supervisory
Board Member

Hideki Kato

Audit & Supervisory
Board Member

Makoto Yasuda

President and Representative Directorof Yasuda Makoto & Co., Ltd.

Setsuo Tanaka

Representative Director of Public
Interest Incorporated Foundation Japan
Police Support Association
Representative Director of Public
Interest Incorporated Foundation Japan
Police Scholarship Association

Audit & Supervisory
Board Member(Notes)
1. Mr. Takaharu Hirose, Mr. Hajime Watanabe and Ms. Miri Hara are
Outside Directors as stipulated in Article 2, Item 15 of the Companies
Act.
2. Messrs. Hideki Kato, Makoto Yasuda and Setsuo Tanaka are Outside
Audit & Supervisory Board Members as stipulated in Article 2, Item 16of the Companies Act.
3. The Audit & Supervisory Board Member, Mr. Takayuki Ito has longterm experience working at a financial institution and has considerable
knowledge of finance and accounting matters.
4. There are no particular interests between the Company and othercorporations employing Outside Director, Mr. Takaharu Hirose, Mr.
Hajime Watanabe and Ms. Miri Hara.
5. There are no particular interests between the Company and othercorporations employing Outside Audit & Supervisory Board Member, Mr.
Makoto Yasuda.
6. The Company made donation to two foundations which Outside Audit &Supervisory Board Member Mr. Setsuo Tanaka concurrently assumes
positions. However, the amounts of donation were less than 10 million yen,respectively. Moreover, both of foundations are certified as designatedpublic interest corporations to contribute to promote public interest so that
it is unlikely that independency between both foundations and the Company,
also between him and the Company would be suspicious, nor conflict ofinterest as to ordinary shareholders would be endangered.
7. The notice of Outside Directors, Mr. Takaharu Hirose, Mr. Hajime
Watanabe and Ms. Miri Hara being independent officers was submitted
to Tokyo Stock Exchange, Inc.
8. The notice of Outside Audit & Supervisory Board Members, Messrs.
Hideki Kato, Makoto Yasuda and Setsuo Tanaka being independent
officers was submitted to Tokyo Stock Exchange, Inc.
9. Changes in Directors during the current fiscal year
① Director, Mr. Tatsuya Izumida retired at the close of the 62nd
Ordinary General Meeting of Shareholders held on June 27, 2023.
② Director, Mr. Tatsushi Kurihara (in charge of BPO and ICT services,[English Translation]34

and the promotion of business reforms as of June 27, 2023) resigned
from his position on December 31, 2023.
10. Changes in Audit & Supervisory Board Members during the current
fiscal year
① Audit & Supervisory Board Member, Mr. Koji Kato retired at theclose of the 62nd Ordinary General Meeting of Shareholders heldon June 27, 2023.
② Mr. Yasuhiro Tsuji assumed the position of Audit & Supervisory
Board Member at the 62nd Ordinary General Meeting of
Shareholders held on June 27, 2023.
11. Changes in Important Concurrent Positions Held by Audit &Supervisory Board Members during the current fiscal year
Outside Audit & Supervisory Board Member Mr. Hideki Kato retired as
Outside Director of SMBC Nikko Securities Inc., on June 19, 2023.
12. Changes in Director Positions after the current fiscal year
① President and Representative Director Mr. Ichiro Ozeki resigned fromhis position on March 31, 2024 and assumed the position of Director
on April 1, 2024.
② Senior Executive Director Yasuyuki Yoshida assumed the position of
President and Representative Director on April 1, 2024.

〈Reference〉
Executive Officers who are not Directors are as follows:(As of May 1, 2024)
Title
Managing Executive
Officer

Executive Officer

Name
Kenichi Furukawa, Tatsuya Izumida, Osamu Ueda, Yoshinori
Yamanaka, Yoichi Sugimoto, Sumiyuki Fukumitsu, Osamu
Nagai, Sadahiro Sato
Kensuke Shindo, Yasufumi Kuwahara, Noriyuki Fukuoka,
Takeshi Akagi, Seiya Nagao, Noriyuki Uematsu, Atsushi
Komatsu, Takehiko Senda, Takashi Nakada, Michiyoshi
Morita, Makoto Inaba, Toshinori Sugimoto, Satoshi Araki,
Satoshi Takizawa, Izumi Sawamoto, Akira Kubota, Masahiko
Naito, Shinji Kiren, Minoru Takezawa, Yasunori Terai(Notes)
1. Mr. Tatsuya Izumida was appointed to Managing Executive Officer on June 27, 2023.
2. Mr. Yasunori Terai was appointed to Executive Officer on October 20, 2023.

[English Translation]35

2. Description of the Agreement Limiting Liabilities
The Company has entered into with each of the Directors (excluding Executive
Directors) and each of the Audit & Supervisory Board Members an agreement
limiting their liabilities as prescribed by Article 423, Paragraph 1 of theCompanies Act, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act.
The maximum amount of the liabilities under this agreement is equal to thelowest amount of liabilities stipulated in Article 425, Paragraph 1 of theCompanies Act.
3. Description of the Officers’ Liability Insurance Contract
The Company has entered into an officers’ liability insurance contractprescribed in Article 430-3, Paragraph 1 of the Companies Act with aninsurance company to compensate the insured persons for any damage thatthey may incur when a claim for damages is made against them, including
damages and litigation cost.
The insured persons of this insurance contract are main business executives of
the Company, including Directors, Audit & Supervisory Board Members, andExecutive Officers.
However, if the insurance policy provides for a deductible amount and does
not cover damage that does not reach the deductible amount, or if certain
exemptions apply, such as when an act is committed with the knowledge thatit violates laws and regulations, the insurance policy shall not cover thedamage to ensure that the appropriateness of the performance of duties bydirectors and officers is not impaired.
The insurance premiums are paid by the Company, including those for special
clauses such as the special clause on indemnity for shareholder representative
lawsuits, and the insured does not bear the actual cost of the premiums.

[English Translation]
36

4. Remuneration of Directors and Audit & Supervisory Board Members
Breakdown of total amount of remuneration etc.
(Millions of Yen)
Total amount of
Basic
Performance-based Non-pecuniary No. of
remuneration etc. remuneration
remuneration
remuneration entitled(Millions of Yen)
officers
Stock
Restricted
Fixed
Bonus
optionstock
Directors (excluding
Outside Directors)

278

224

-

40

13

6

Audit & Supervisory
Board Members(excluding Outside
Audit & Supervisory
Board Members)

47

47

-

-

-

3

Outside Directors

30

30

-

-

-

3

Outside Audit &Supervisory Board
Members

28

28

-

-

-

3

Total
385
331
40
13
15
(Notes)
The remuneration described above is in accordance with the policy for determining thecontent of individual remuneration for Directors, which was established in advance by the
Board of Directors.
With regard to the above performance-based remuneration, the target of consolidated
operating profit for the fiscal year under review was 132,200 million yen, and the actual result
was 140,658 million yen.

5. Policy for Determining the Amount of Remuneration of Directors andAudit & Supervisory Board Members(1) Remuneration of Directors
The Company has established a policy for determining the contents ofremuneration of individual directors (hereinafter referred to as the“Determination Policy”), and its outline is as follows:
The remuneration of Directors shall consist of pecuniary remuneration (fixedmonthly remuneration and bonus) and share-based remuneration. Outside
Directors shall be entitled only to fixed monthly remuneration. In the case of adeath of an incumbent Director of the Company excluding Outside Directors(hereinafter, “Subject Directors”), officer condolence money shall be paid tothe bereaved family of the deceased Subject Director in accordance with theRegulations on the Provision of Officer Condolence Money established by the
resolution of the Board of Directors subject to the approval of the General
Meeting of Shareholders.
Regarding pecuniary remuneration (fixed monthly remuneration and bonus), it
was resolved at the 44th Ordinary General Meeting of Shareholders held on
June 29, 2005 that the total amount shall not exceed 600 million yen per year(the number of Directors pertaining to the resolution was eleven (11)).
Additionally, with regard to the share-based remuneration to be paid to Subject
Directors, it was resolved at the 60th Ordinary General Meeting of[English Translation]
37

Shareholders held on June 25, 2021 that (a) the total amount of monetary claims
to be provided to grant restricted stock shall not exceed 100 million yen peryear, which is separate from pecuniary remuneration, and that the number ofcommon stock shares to be issued or disposed as restricted stock shall not
exceed 20,000 shares per year (the number of Subject Directors pertaining tothis resolution was seven (7)); (b) the Non-transferable period shall be theperiod from the date on which the Subject Director receives the issuance ordisposition of the common stock shares of the Company (hereinafter the “Grant
Date”) until the day on which the Subject Director resigns or retires from theoffice and ceases to be any of Director, Executive Officer, Audit & Supervisory
Board Member, and employee of the Company (hereinafter the “Directors,etc.”) (including resignation or retirement due to death, hereinafter the“Retirement, etc.”); (c) upon the expiration of the Non-transferable Period, theCompany shall acquire all such common stock shares held by such Subject
Director free of charge as a matter of course unless the Retirement, etc. of a
Subject Director from the office of Director, etc. is determined by the Board of
Directors of the Company to be due to a reasonable cause, such as expirationof the term of office, mandatory retirement due to age, or death; and (d) upon
the expiration of the Non-transferable Period, notwithstanding thedetermination by the Board of Directors that the Retirement, etc. of a Subject
Director from the office of Director, etc. is due to a reasonable cause, such as
expiration of the term of office, mandatory retirement due to age, or death, if
the Retirement, etc. occurs before the close of the first Ordinary General
Meeting of Shareholders held after the Grant Date, except for a certain numberof such common stock shares determined in accordance with the reasonable
standard set out in advance by the Board of Directors of the Company amongsuch common stock shares held by such a Subject Director, the Company shallacquire the rest of such common stock shares held by such Subject Director
free of charge as a matter of course. Based on this resolution of the General
Meeting of Shareholders, the Board of Directors, based on the result of
deliberation by the Nomination and Compensation Committee, shall determine
the share-based remuneration of each director within the limit of the maximum
amount and number mentioned in (a) above.
The amount of fixed monthly remuneration (pecuniary remuneration) of eachdirector and the amount of share-based remuneration (the amount of monetaryclaims provided to grant restricted stock) of each Subject Director shall be
determined in comprehensive consideration of the job responsibility and thenumber of years of office of each Subject Director as well as the financial
performance of the Company. The amount of bonus of each Subject Director
shall be determined in comprehensive consideration of consolidated operating
profit, which is one of the key management targets of the Company, as well as
the job responsibility and the number of years of office of each Subject Director.
The relative proportion of fixed monthly remuneration, bonus, and share-based
remuneration in the total amount of remuneration of each Subject Director shallbe roughly 80:15:5. Fixed monthly remuneration is paid every month. Bonusfor each fiscal year is paid in July of the following fiscal year. Share-based
remuneration for each fiscal year is paid in July of the same year subject to the[English Translation]38

Non-transferable Period above.
As the remuneration of each Director for the current fiscal year has been
determined in accordance with the procedure outlined above, the Board of
Directors has determined that the contents of the remuneration are in line with
the Determination Policy.
Further, from the fiscal year ending March 31, 2025, it was decided that therelative proportion of fixed monthly remuneration, bonus, and share-based
remuneration in the total amount of remuneration of each Subject Director shallbe roughly 65:15:20. Additionally, in determining the bonus amount to be paid
to each Subject Director within pecuniary compensation, the Company sets key
management targets for consolidated operating profit, earnings per share (EPS)
and employee engagement (employee satisfaction), and considers degree ofachievement among other factors.
To strengthen the independence and objectivity of the functions and theaccountability of the Board of Directors concerning the nomination andremuneration of Directors, the Company has established a Nomination andCompensation Committee. The Committee drafts and submits a proposal on theelection and removal of Directors to the Board of Directors and determines andadvises individual pecuniary remuneration after discussing share-based
remuneration with the Board of Directors. The Nomination and Compensation
Committee for the current fiscal year consisted of the following five (5)members in total (including three (3) Outside Directors): Yasuo Nakayama(Chairperson, Chairman and Representative Director), Ichiro Ozeki (President
and Representative Director), Takaharu Hirose (Outside Director), Hajime
Watanabe (Outside Director), and Miri Hara (Outside Director). However, theChairperson of the committee was replaced by Takaharu Hirose from Mr.
Yasuo Nakayama on June 27, 2023, Mr. Ichiro Ozeki retired as a committee
member on March 31, 2024, and Mr. Yasuyuki Yoshida was appointed as acommittee member on April 1, 2024.
(2) Remuneration of Audit & Supervisory Board Members
The remuneration of Audit & Supervisory Board Members of the Company
consists of pecuniary remuneration. It was resolved at the 50th Ordinary
General Meeting of Shareholders held on June 24, 2011 that the total amountof remuneration of Audit & Supervisory Board Members shall not exceed 80
million yen per year (the number of Audit & Supervisory Board Members
pertaining to the resolution was five (5)). The amount of remuneration of each
Audit & Supervisory Board Member shall be determined by consultation
among Audit & Supervisory Board Members based on the job responsibility ofeach Audit & Supervisory Board Member within the limit of the maximum
amount of such remuneration resolved at the General Meeting of Shareholders.
If the Fourth Item of Business is approved at the General Meeting of
Shareholders as proposed, the aforementioned total amount will be changed
from “shall not exceed 80 million yen per year,” to “shall not exceed 90 million
yen per year.”No performance-based remuneration has been introduced as remuneration of
Audit & Supervisory Board Members.

[English Translation]
39

6. Outside Directors and Outside Audit & Supervisory Board Members

Activities of Outside Directors and Outside Audit & Supervisory Board
Members during the current fiscal year

Category

Name

Attendanceof theMeetings ofthe Board of
Directors

Attendance ofthe Meetings of
the Audit &Supervisory
Board

OutsideDirector

Takaharu
Hirose12(out of 12)-

OutsideDirector

HajimeWatanabe

12(out of 12)-[English Translation]
40

Main Activities

He offered advice andrecommendations at the meetings ofthe Board of Directors by making
use of his extensive experience andinsight gained through thefoundation and the management ofmany enterprises and industry
organizations. He also served as amember of the Nomination andCompensation Committee toparticipate in deliberations.
Through these activities, he has
performed the supervisory function
adequately and has played an
appropriate role as an Outside
Director.
He offered advice andrecommendations at the meetings ofthe Board of Directors by making
use of his extensive experience andinsight gained from many years of
involvement in corporate
management. He also served as amember of the Nomination andCompensation Committee toparticipate in deliberations.
Through these activities, he has
performed the supervisory function
adequately and has played an
appropriate role as an Outside
Director.

Category

Name

Attendance ofthe Meetings ofthe Board of
Directors

Attendance of the
Meetings of the
Audit &
Supervisory
Board

OutsideDirector

Miri Hara

12(out of 12)-

OutsideAudit &
Supervisory
Board
Member

Hideki Kato

12
(out of 12)

13(out of 13)[English Translation]
41

Main Activities

She offered advice andrecommendations at the meetings ofthe Board of Directors by making
use of her extensive experience andinsight gained from her experience
as a corporate officer and a tax
accountant. She also served as amember of the Nomination andCompensation Committee toparticipate in deliberations.
Through these activities, she has
performed the supervisory function
adequately and has played an
appropriate role as an Outside
Director.
He offered advice and suggestions
at the meetings of the Board of
Directors by making use of his
experience in the execution ofnational policies and insight gained
through many accomplishments at apolicy think tank. He also asked
questions and stated opinions inorder to clarify unclear issues.

Category

Name

Attendance ofthe Meetings ofthe Board of
Directors

Attendance of the
Meetings of the
Audit &
Supervisory
Board

OutsideAudit &
Supervisory
Board
MemberMakotoYasuda12(out of 12)

13(out of 13)

OutsideAudit &
Supervisory
Board
MemberSetsuoTanaka12(out of 12)

13(out of 13)[English Translation]
42

Main Activities

He offered advice and suggestions
at the meetings of the Board of
Directors by making use of his
experience and insight gained
through serving as a management of
global enterprise. He also asked
questions and stated opinions inorder to clarify unclear issues.
He offered advice and suggestions
at the meetings of the Board of
Directors by making use of his
experience and insight gained
through the important positions ingovernment. He also asked
questions and stated opinions inorder to clarify unclear issues.

IV. Accounting Auditor
1. Name of Accounting Auditor

KPMG AZSA LLC
2. Remuneration of Accounting Auditor
Previous Fiscal Year
Category(Millions of Yen)
Current Fiscal Year

Audit certificationwork

Non-audit work

Audit certificationwork

Non-audit work

Company

204

146

214

58

Consolidated
Subsidiaries

461

76

419

81

Total

666

222

634

139

(Notes)1. Based on the audit contract between the Company and the Accounting Auditor, theremuneration paid to the auditor is not distinguished between that which relates to theaudits under the Companies Act and that which relates to the audits under Financial
Instruments and Exchange Act as they cannot be distinguished. Therefore, the amountgiven in the Company shown above is the combined total of these amounts.
2. Of the major subsidiaries of the Company, the Westec Security Group Inc. is audited
by WEAVER AND TIDWELL LLP, Secom Plc is audited by KPMG LLP, Takshasila
Hospitals Operating Pvt. Ltd. is audited by BSR & Co. LLP and Secom Medical
System (Singapore) Pte. Ltd. is audited by KPMG Services Pte. Ltd.

3. Consent for the Amount of Remunerations for Accounting Auditor
Audit & Supervisory Board consents under Article 399, Paragraph 1 of theCompanies Act for the amount of remunerations for Accounting Auditors uponverifying the basis for calculation of remunerations of Accounting Auditors,
including contents of audit plan prepared by the Accounting Auditors, the statusof implementation of accounting audits, etc.
4. Non-Audit Duties
The Company pays consideration to the Accounting Auditor for services as
non-audit duties including financial due diligence work, etc. Consolidated
subsidiaries pay consideration to the Accounting Auditor for services as nonaudit duties, including verifying work for the status of preparedness on internal
control system, in accordance with Auditing and Assurance Practice Committee
Practical Guideline No 86, “Assurance Reports on Controls at a Service
Organization.”
5. Policy for Decision for Dismissal or Non-reappointment
When it is deemed that the Accounting Auditor has come to fall within thepurview of Article 340, Paragraph 1 of the Companies Act, the Audit &Supervisory Board will hold Meeting of Audit & Supervisory Board Members,
and, when all Audit & Supervisory Board Members have consented thereto, the[English Translation]
43

Audit & Supervisory Board Member will take action for the dismissal of thesubject Accounting Auditor or the subject firm of the Accounting Auditor. In
such case, the Audit & Supervisory Board will make decision on appointmentof a temporary Accounting Auditor or a substitute Accounting Auditor and willsubmit a proposal of the appointment of a substitute Accounting Auditor to thegeneral meeting of shareholders convened for the first time after such decision.
The Audit & Supervisory Board Member selected by the Audit & Supervisory
Board will also report the reasons for the dismissal at the general meeting ofshareholders.
Aside from the above, when there exists any situations from the view point ofexecution of duties and audit system, etc. where it is acknowledged that the
Accounting Auditor is not fit to act as Accounting Auditor, the Audit &Supervisory Board will make decision on non-reappointment of the subject
Accounting Auditor and appointment of a substitute Accounting Auditor, with amajority approval, and will submit a proposal to the general meeting ofshareholders.
V. System under which the Company’s Business is Ensured to be Properly
Executed
1. Basic Policy and Overview of the Status of Operation Regarding
Internal Control System

Outline of the “system under which the execution of duties by Directors is
ensured to comply with laws and regulations and the Articles of Incorporation,and the system under which the Company’s business and the group of enterprises
consisting of the Company and subsidiaries is ensured to properly execute its
business” (so-called the basic policy regarding the internal control system) of theCompany, which the Board of Directors’ Meeting resolved, is as follows. (Thelatest revision was made on February 8, 2024.)(1) General

This resolution manifests the basic policy regarding the internal control
system of the Company resolved by the Board of Directors based on Article
362, Paragraph 5 of the Companies Act, and the policy shall be constantly
reviewed and improved.
(2) System under which the execution of duties by Directors and employees
is ensured to comply with laws and regulations and the Articles ofIncorporation[Basic Policy]
From the start, compliance with laws and regulations and the Articles ofIncorporation has been an indispensable requirement of our business, andwe have always sought to operate in strict adherence to this spirit.
Compliance is a part of the Company’s daily routines, and the Company
places emphasis on the system that each executive and employee maintains
a high level of awareness of compliance and promotes that.
(i) Executives and employees act in accordance with the “SECOM[English Translation]
44

Group Code of Employee Conduct,” which sets behavioral standards
for the execution of duties, including compliance with laws andregulations, and the Article of Incorporation. They also conductbusiness operations based on the “Constitution of SECOM’s
Business and Operation.”(ii) The Executive Officers in charge of each area are responsible forhaving thorough knowledge of regulations related to their duties andthe relationships of such regulations with their own operations. They
are responsible for proposing responses to any revisions of laws to
the President and Representative Director. They are also responsible
for responding appropriately to issues and problems. The Legal
Affairs Department and other relevant departments and sections
support them, providing cross-organization coordination. President
and Representative Director reports them to the Board of Directors
as necessary.
(iii) Following the orders of the President and Representative Director,
the Internal Audit and Compliance Department provides crossorganizational inspection in a timely manner over the execution ofduties, praises the observance of laws and regulations and theCompany’s rules, and at the same time points out matters that needcorrection. The Internal Audit and Compliance Department reports
the findings of the inspection to the President and Representative
Director and the Audit & Supervisory Board Members.
(iv) When executives and employees of the Company become aware ofunethical actions, they have the obligation to report such actions tothe superior. A “Hot Helpline” is established to facilitate directcontact with the Internal Audit and Compliance Department or theoutside law firm if corrective actions are not taken even after
reporting to superiors or it is difficult to report. Pursuant to the “Basic
Policy of the SECOM Group for Compliance” and the “Internal
Reporting Rules,” the Company will keep the reported mattersconfidential, and take necessary investigation and appropriate
measures. The reporter will suffer no disadvantage on the grounds ofsuch report.
(v) The Company establishes a standing Organizational Culture
Committee, chaired by the President and Representative Director.
The Organizational Culture Committee determines important official
commendations and dispositions as well as measures to foster the
open organizational culture. Revisions of the “SECOM Group Codeof Employee Conduct” and/or critical compliance-related matters areundertaken after discussion with the Organizational Culture
Committee and subject to the approval of the Board of Directors after
obtaining the opinions of the Audit & Supervisory Board Members.

[Status of Operation]
The Company promotes to instill and entrench the “SECOM Group Codeof Employee Conduct” and the “SECOM’s Philosophy” via trainings, inhouse activities, e-learnings among others.
With regard to compliance-related problems, the Company has developeda system with which each executive and employee can respond
appropriately. Important issues of them are handled by each regional
Control Center and such information is brought together to the Central[English Translation]
45

Control Center of the Headquarters. The Central Control Center
communicates that to the relevant departments and reports to the President
and Representative Director when necessary.
The Internal Audit and Compliance Department conducts operational audits
based on the audit plan, reports the audit results to the President andRepresentative Director and the Audit & Supervisory Board Members on amonthly basis, and makes proposals to departments in charge to takecorrective measures necessary to solve any issues identified. The President
and Representative Director instructs departments in charge to correct such
issues when necessary.
There were 96 reports made through “Hot Helpline” and the Organizational
Culture Committee meetings were held for 6 times for the current fiscal
year.
(3) System under which information regarding execution of business byDirectors shall be maintained and controlled[Basic Policy]
Information regarding the execution of duties of Directors shall be properly
maintained and administered pursuant to the rules of the Company, which
will be amended upon reviewing the operating conditions when necessary.
[Status of Operation]
Information regarding the execution of duties of Directors such as minutesof the meetings of the Board of Directors and decision-making documents
are stored and managed in a proper manner in conformance with the “Basic
Policy of the SECOM Group for Information Security.”(4) System regarding control of risk of loss and other system[Basic Policy](i) The Company’s overall risk management is, with acknowledgementthat risk management itself is the Company’s business, supervised by
the President and Representative Director. Executive Officers incharge and department managers analyze and assess business risk andfraud risk in the operational areas for which they are responsible. On
this basis, the system is reviewed to respond to changes in businessenvironment and important issues are reported to the Board of
Directors and the Audit & Supervisory Board.
(ii) In order to grasp company-wide risks and consider necessary measures,a Risk Committee, which is chaired by the Director responsible for risk
management, shall be convened and report as necessary to the
President and Representative Director and the Board of Directors.
(iii) Any important changes of the Company’s risk control system shall be
subject to the approval of the Board of Directors after obtaining theopinions of the Audit & Supervisory Board Members.
[Status of Operation]
Each Executive Officer and department manager properly analyzes andassesses risks in the operational areas for which he/she is responsible andreports the results to the President and Representative Director. They also

[English Translation]46

respond appropriately to the revealed risks. The Risk Committee meetings
were held 6 times for the current fiscal year. The Risk Committee grasps
company-wide risk and considers necessary measures.
The analysis and assessment is conducted under the classification of risks
as below.
① Large-scale calamity risk
③ System risk
⑤ Administrative work andaccounting risk
⑦ Infection risk

② Compliance risk
④ Service providing risk
⑥ Supply chain risk
⑧ SDGs related risk, etc.

(5) System by which efficient execution of duties of Directors shall beensured[Basic Policy](i) The Board of Directors consists of Directors including Outside
Directors in an independent position. Based on the “Rules of the Boardof Directors,” the Board determines important matters stipulated in therelevant laws and regulations and makes decisions on corporate
management. The Board also oversees appropriate executions of theduties by Directors.
(ii) The Company introduces the system of Executive Officers aiming to
implement the execution of Directors’ duties efficiently.
(iii) The Company utilizes the information systems and secures its businessexpansion and stable and efficient operations.
(iv) The Company will share the medium and long-term business vision,and for the purpose of the accomplishment thereof, the Board of
Directors will design an annual business plan and deliberate theprogress of the plan.
[Status of Operation]
The Board of Directors consists of 7 Directors including 3 Outside
Directors. As a general rule, a meeting of the Board of Directors is held
once a month with the attendance of Directors as well as 5 Audit &Supervisory Board Members including 3 Outside Audit & Supervisory
Board Members. At a meeting of the Board of Directors, importantmanagement matters are deliberated and the status of execution of duties byDirectors is reported, based on the “Business Vision” of the Company, andthe Board of Directors strives for accurate and prompt decision-making. 32
Executive Officers including 4 Directors are making efforts to makedecisions and to execute their duties in a more expeditious manner. (Theabove officer structure is as of March 31, 2024.)
The Company conducts measures against cyberattacks, monitoring, regularinspections and reviews for stable operations of the information systems.

[English Translation]47

(6) System under which the group of enterprises consisting of theCompany and subsidiaries is ensured to properly execute its business(6-1) System under which the execution of duties by Directors, etc. andemployees of subsidiaries is ensured to comply with laws andregulations and the Articles of Incorporation[Basic Policy](i) Abiding by the “Constitution of SECOM’s Business and Operation,”each of the subsidiaries shares the “SECOM Group Code of Employee
Conduct,” which applies to all executives and employees. United bythese guidelines, the executives and employees work to accomplish thecorporate goals in an appropriate manner.
(ii) Each of the subsidiaries carries out IT controls in conformance withthe “Basic Policy of the SECOM Group for Information Security.” The
Company’s ICT Executive Officers conduct timely inspections
covering the IT management of major subsidiaries.
(iii) The “SECOM Group Management Committee,” which is chaired by
the Company’s President and Representative Director and whose
members are composed of the presidents of major subsidiaries andother parties appointed by the chairperson, works to ensure thatappropriate operations are carried out. It accomplishes this goal by
conducting discussions of issues related to the internal controls in aneffort to share Group information and operating philosophy. Where
necessary, the President and Representative Director reports the results
to the Board of Directors and the Audit & Supervisory Board.
(iv) The President and Representative Director of the Company issues
orders to the internal audit departments (Internal Audit andCompliance Department and Group Governance Department) toinspect subsidiaries, if necessary. The subsidiaries accept theinspection by the Company, and at the same time promote theunderstanding and improvement of compliance-related issues byexchanging information with the Company. Furthermore, theCompany establishes the whistle-blowing system “Group Head Office
Helpline” which enables executives and employees of subsidiaries todirectly report to the Company’s Group Governance Department,
whenever they become aware of any non-compliance. Pursuant to the“Basic Policy of the SECOM Group for Compliance” and the “Internal
Reporting Rules,” the Company will keep the reported mattersconfidential, and take necessary investigation and appropriate
measures. The reporter will suffer no disadvantage on the grounds ofsuch report.
(v) The Audit & Supervisory Board Members of the Company visit
major subsidiaries and conduct audits regarding internal controls.
(vi) The Company establishes a liaison meeting with Group Audit &Supervisory Board Members after discussion with its Audit &Supervisory Board in an attempt to share information.
(6-2) System under which the matters related to the execution of duties by[English Translation]48

Directors, etc., of subsidiaries are reported to the Company[Basic Policy]
The Company establishes and implements the “Basic Rules for SECOM
Group Corporate Management,” which clarify the guidelines for the items
to be approved by the Company in advance and the items to be reported to
the Company.
(6-3) Rules and other systems for controlling risks of loss of subsidiaries[Basic Policy]
Pursuant to the “Meaning of the Risk Control and Risk Control Basic Policy
for SECOM and SECOM Group,” the subsidiaries develop risk control
systems. Furthermore, upon the occurrence of important events, thesubsidiaries will take appropriate measures under the Company’s control.
(6-4) System which ensures that Directors, etc., of the subsidiaries execute
their duties efficiently[Basic Policy](i) All Directors of the subsidiaries will efficiently carry out the operationand execution of business on the basis of the “Constitution of
SECOM’s Business and Operation.”(ii) The Company and the subsidiaries will formulate the annual businessplans based on the “Business Vision” of the SECOM Group, andconfirm the progress of the plans.

[Status of Operation]
Information on important compliance-related issues is brought together tothe Central Control Center of the Company. The Central Control Center
communicates that to the relevant departments and reports to the President
and Representative Director when necessary.
The President and Representative Director of the Company convened the“SECOM Group Management Committee Meetings” twice for the current
fiscal year and confirmed the progress of the business plans of thesubsidiaries. To enhance the subsidiaries’ corporate governance, Audit &Supervisory Board Members visited and interviewed the Group subsidiaries.
Also, to enhance the integration with the Group Audit & Supervisory Board
Members, etc., they held the “Liaison Meetings with Group Audit &Supervisory Board Members and the Internal Audit Departments of
SECOM Group” and the “Information Exchange Meetings.” Internal audit
departments inspect the subsidiaries as needed, and take appropriate steps
in collaboration with relevant sections and the subsidiaries in response to
any internal reports made through the “Group Head Office Helpline.”(7) Matters related to employees to assist duties of Audit & Supervisory
Board Members when Audit & Supervisory Board Members requests
to do so and matters related to the independence of such employees
from Directors and ensuring the effectiveness of the instructions of the
Audit & Supervisory Board Members[Basic Policy][English Translation]49

(i) The Company establishes the system to assist audit duties, by
establishing the Office of Audit & Supervisory Board staffed by atleast two employees with the exclusive duties.
(ii) The assistants for the Audit & Supervisory Board Members may
conduct investigations necessary for the audit by the Audit &Supervisory Board Members, following the instructions of the Audit& Supervisory Board Members.
(iii) Transfer and evaluation of the assistants for the Audit & Supervisory
Board Members shall be determined upon the approval of the Audit &Supervisory Board. The assistants who received necessary instruction
on audit duties by Audit & Supervisory Board Members shall not be
subject to any instruction or order from Directors and Executive
Officers and employees with respect to the subject audit duties, nor be
obligated to report to them.
[Status of Operation]
The Company has established the Office of Audit & Supervisory Board
staffed by three designated employees who are familiar with the Company’s
internal affairs. The assistants for the Audit & Supervisory Board Members
carry out their duties following the instructions of the Audit & Supervisory
Board Members, and transfer and evaluation of the assistants shall be
determined upon the approval of the Audit & Supervisory Board.
(8) System under which any report is made to Audit & Supervisory Board
Members and system which ensures that the persons who made thereports will not be treated disadvantageously on the grounds of suchreports(8-1) System under which Directors and Accounting Advisors andemployees make any reports to the Audit & Supervisory Board
Members[Basic Policy](i) Upon discussion with the Audit & Supervisory Board, the following
matters shall be considered as the matters to be reported by Directors
to the Audit & Supervisory Board Members.
(1) matters resolved by the Organization Culture Committee andother committees;(2) matters likely to be materially harming the Company;(3) important matters relating to monthly business conditions;(4) important matters relating to internal audit and risk management;(5) material violation of laws and regulations or the Articles ofIncorporation; and(6) important matters from viewpoint of compliance.
(ii) Notwithstanding (i) above, the Audit & Supervisory Board Members
may, where necessary and in a timely manner, request that Directors
and employees make a report.
(iii) The matters reported to the “Hot Helpline” will be reported to the Audit& Supervisory Board Members from the Internal Audit and[English Translation]
50

Compliance Department.
(8-2) System under which persons executing duties as the subsidiary’s
Directors, Accounting Advisors, Audit & Supervisory Board Members,
Executive Officers, members who execute the business, etc., otherpersons equivalent to such persons, and employees, or any persons
receiving reports from these persons, make reports to the Audit &Supervisory Board Members[Basic Policy]
The matters reported to the “Group Head Office Helpline” will be reported
to the Audit & Supervisory Board Members from the Group Governance
Department.
(8-3) System which ensures that the persons who made the reports to Audit& Supervisory Board Members will not be treated disadvantageouslyon the grounds of such reports[Basic Policy]
Pursuant to the “Basic Policy of the SECOM Group for Compliance” andthe “Internal Reporting Rules,” the Company will keep the reported mattersconfidential, and promptly take necessary investigation and appropriate
measures, while the reporter will suffer no disadvantage on the grounds ofsuch report.
[Status of Operation]
Audit & Supervisory Board Members receive from the internal audit
departments, in addition to the matters to be reported by Directors to Audit& Supervisory Board Members pursuant to the basic policies of internal
control system, any matter internally reported through the whistle-blowing
system, namely, “Hot Helpline” and “Group Head Office Helpline,” etc.,
appropriately. A system under which a person who made a report is nottreated disadvantageously has been complied with during the current fiscal
year.
(9) Matters regarding the policies for the procedures of the advancepayment or reimbursement of expenses incurred for the execution ofduties by the Audit & Supervisory Board Members and otherprocessing of expenses or debts incurred for the execution of suchduties[Basic Policy]
The Company bears the expenses incurred for the execution of duties by
the Audit & Supervisory Board Members.
[Status of Operation]
Budget for expenses that will arise in relation to the execution of duties by
Audit & Supervisory Board Members are determined by resolution of the
Audit & Supervisory Board and reported to the Board of Directors. These
expenses are paid by the Company.
(10) System under which audit by Audit & Supervisory Board Members is[English Translation]
51

ensured to be performed efficiently[Basic Policy](i) The Company establishes the system under which the Audit &Supervisory Board shall regularly hold meetings with the President andRepresentative Director and the Accounting Auditor, to exchange
opinions so that audits shall be performed efficiently.
(ii) The Audit & Supervisory Board Members attend the meetings of theBoard of Directors, attend important meetings to exchange opinions
regarding overall management-related matters, if necessary, andconduct periodical interviews with Directors and employees of theCompany and the subsidiaries.
(iii) The Company ensures that the Audit & Supervisory Board may retain
attorneys-at-law at its discretion and, if necessary, have opportunities
to retain and consult professional accountants with respect to theiraudit duties.
[Status of Operation]
During the current fiscal year, Audit & Supervisory Board Members held
11 meetings with the President and Representative Director and 13
meetings with Accounting Auditors to exchange opinions. In addition,
Audit & Supervisory Board Members attend meetings of the Board of
Directors and other important meetings to exchange opinions, and conduct
interviews with Directors and employees of the Company and its
subsidiaries on a regular basis.
2. Result of Evaluation of the Board of Directors

The Company has conducted the evaluation of the Board of Directors through thequestionnaires to Directors and Audit & Supervisory Board Members. As a result,it was confirmed that the diversity of the Board of Directors is secured in terms
of appointment of a female Director among others and the Board has appropriate
number of Directors, and also the Outside Directors are actively expressing theiropinions and thus the business execution and the oversight of the management
are well-balanced. Meanwhile, there were constructive suggestions prompting
further development of debate from a medium- to long-term perspective on
subjects including specific discussion on major direction of business strategy inconsideration of changes in the social environment, DX initiatives, humanresource strategies, governance, and the risks associated therewith.

[English Translation]
52

Consolidated Balance Sheet(As of March 31, 2024)(Millions of Yen)ITEM
ASSETSAMOUNT

Current assets:
Cash on hand and in banks
Cash deposits for armored car services
Notes and accounts receivable - tradeand contract assets
Due from subscribers
Short-term investments
Lease receivables and investment in leased
assetsMerchandise and products
Real estate inventories
Work in process
Raw materials and supplies
Short-term loans receivable
Other
Allowance for doubtful accounts

937,580440,936
138,562
162,325

Fixed assets:
Tangible assets:
Buildings and improvements, net
Machinery and equipment andAutomobiles, net
Security equipment and control stations, net
Tools, furniture and fixtures, net
LandConstruction in progress

1,143,201
432,321
154,626
10,201

48,367
19,65240,007
21,545
3,501
6,368
20,0882,448
35,919(2,143)82,354
26,460126,235
32,443

Intangible assets:
Software
Goodwill
Other

124,871
21,62563,50539,739Investments and others:
Investment securities
Long-term loans receivable
Lease deposits
Long-term prepaid expenses
Net defined benefit asset
Deferred income taxes
Other
Allowance for doubtful accounts

586,008
425,696
23,33420,095
20,457
69,58323,276
13,849(10,284)

TOTAL ASSETS

2,080,781[English Translation]
53

ITEM
LIABILITIESCurrent liabilities:
Notes and accounts payable, trade
Bank loans
Current portion of straight bonds
Lease obligations
Payables – otherAccrued income taxes
Accrued consumption taxes
Accrued expenses
Deposits received for armored car services
Deferred revenue
Accrued bonuses
Accrued bonuses to directors
Provision for losses on construction
contracts
Other

Long-term liabilities:
Straight bonds
Long-term loans
Lease obligations
Guarantee deposits received
Deferred income taxes
Accrued retirement benefits for
directors and audit and supervisoryboard members
Net defined benefit liability
Long-term deferred revenue
Investment deposits by policyholders,
unearned premiums and other insurance
liabilities
Other

Total liabilities
NET ASSETS
Shareholders’ equity:
Common stock
Capital surplus
Retained earnings
Common stock in treasury, at cost
Accumulated other comprehensive income(losses):
Unrealized gains on securities
Deferred losses on hedges
Foreign currency translation
adjustments
Remeasurements of defined benefit plans,
net of taxes
Noncontrolling interests:
Total net assets
TOTAL LIABILITIESAND NET ASSETSAMOUNT
378,343
41,003
26,910398
5,186
51,04326,895
11,62011,177
123,52137,565
19,79471
2,352
20,802

311,749
2,683
10,924
22,86323,701
19,824792

22,30815,868188,103

4,678

690,092
1,150,483
66,427
71,775
1,162,259(149,978)73,89040,637(1)
22,25910,995
166,3141,390,689
2,080,781

Consolidated Statement of Income(Fiscal Year from April 1, 2023 to March 31, 2024)(Millions of Yen)ITEM

AMOUNT

Revenue
Costs of revenue
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income:Interest income
Dividends income
Gain on sales of investment securities
Net gains from investment in affiliated companies
accounted for under the equity method
Gain on private equity investments
Other
Non-operating expenses:
Interest expenses
Loss on sales of investment securities
Loss on sales and disposal of fixed assets
Provision of allowance for doubtful accounts
Other
Ordinary profit
Extraordinary profit:
Insurance claim income
Gain on sales of fixed assets
Gain on liquidation of subsidiaries and affiliates
Gain on sales of investment securities
Other
Extraordinary losses:
Impairment losses on fixed assets
Decommissioning and removal costs
Net losses on disposal of fixed assets
Loss on revaluation of investment securities
Other
Income before income taxes
Income taxes - current
Income taxes - deferred
Net income
Net income attributable to noncontrolling interests
Net income attributable to owners of the parent[English Translation]
54

1,154,740
797,456
357,284
216,626
140,658
2,749
889
377
9,536
15,0503,011

31,615

1,066
1,379
1,586
3
1,378

5,414
166,859

1,625
657
292
287
59
2,973
980
766
451
844
47,787
1,773

2,922

6,015
163,765
49,560114,204
12,253
101,951

Consolidated Statement of Changes in Net Assets(Fiscal Year from April 1, 2023 to March 31, 2024)(Millions of Yen)
Shareholders’equityCommon stock

Capitalsurplus

CommonTotal

Retainedstock inshareholders’earnings

treasury, at

equitycost
Balance at the beginning of the
fiscal year
Changes during the fiscal year:
Issuance of new stocks
Cash dividends
Net income attributable toowners of the parent
Purchase of treasury stock
Disposal of treasury stock
Changes in shares of parent
arising from transactions
with non-controllinginterest
Net changes of items otherthan shareholders’equityTotal changes during the fiscal
year
Balance at the end of the fiscal
year

66,42770,3491,100,791(109,224)

1,128,343(40,482)(40,482)
101,951

101,951(44,002)
3,248

1,550
(124)

(44,002)
4,798
(124)

-

1,425

61,468(40,754)

22,14066,427

71,775

1,162,259(149,978)1,150,483(Millions of Yen)
Accumulated other comprehensive income (losses)
Total
Unrealized gains Deferred gains

Balance at the beginning of the
fiscal year
Changes during the fiscal year:
Issuance of new stocks
Cash dividends
Net income attributable toowners of the parent
Purchase of treasury stock
Disposal of treasury stock
Changes in shares of parent
arising from transactions
with non-controllinginterest
Net changes of items otherthan shareholders’ equity
Total changes during the fiscal
year
Balance at the end of the fiscal
year

Foreign

Remeasure-accumulated

currency

ments of definedother(losses) on(losses) on

translation

benefit plans,

comprehen-securities

hedgesadjustments

net of taxes

sive income

10,497

6,815

36,081

18,771(3)

Noncontrolling interests Total net assets

151,621

1,316,047(40,482)
101,951(44,002)
4,798
(124)

21,865

2

11,761

4,179

37,80914,69252,501

21,865

2

11,761

4,179

37,80914,692

74,641

40,637(1)

22,25910,99573,890166,3141,390,689[English Translation]
55

Non-Consolidated Balance Sheet(As of March 31, 2024)(Millions of Yen)ITEM
ASSETS
Current assets:
Cash on hand and in banks
Cash deposits for armored car
services
Notes receivable
Due from subscribers
Accounts receivable-trade andcontract assets
Receivables – other
Merchandise
Supplies
Prepaid expenses
Short-term loans receivable
Other
Allowance for doubtful accounts
Fixed assets:
Tangible assets:
Buildings and improvements
Automobiles
Security equipment and control
stations
Machinery and equipment
Tools, furniture and fixtures
Land
Construction in progress
Other
Intangible assets:
Software
Other
Investments and others:
Investment securities
Investment securities insubsidiaries and affiliates
Investments in subsidiaries andaffiliates
Long-term loans receivable
Lease deposits
Long-term prepaid expenses
Prepaid pension and severance
costs
Deferred income taxes
Insurance funds
Other
Allowance for doubtful accounts

TOTAL ASSETSAMOUNTITEM
LIABILITIES

239,653 Current liabilities:
128,047
Accounts payable
35,342
Bank loans
Lease obligations
481
Payables – other
19,048
Payables – construction
12,395
Accrued income taxes
Accrued consumption taxes
6,398
Accrued expenses
8,586
Deposits received for armored car
2,207
services
10,224
Deferred revenue
15,086
Accrued bonuses
1,879
Accrued bonuses to directors(44)
Allowance for loss on contracts
Other774,477
123,893 Long-term liabilities:
14,538
Lease obligations
591
Guarantee deposits received
75,549Long-term deferred revenue
Accrued pension and severance
104
costs
4,183
Other
22,016
5,591
Total liabilities
1,317
NET ASSETS
14,493
10,159 Shareholders’ equity:
Common stock
4,334
Capital surplus:
Additional paid-in capital
636,089
Other capital surplus
65,995Retained earnings:
453,175
Legal reserve
Other retained earnings:
2,102
Reserve for systemdevelopments
46,278General reserve
7,643
Accumulated earnings carried
14,776
forward38,400Common stock in treasury, at cost
750
4,279 Valuation, translation
adjustments and others:
3,179
Unrealized gains on securities(491)

1,014,130[English Translation]
56

Total net assets
TOTAL LIABILITIESAND NET ASSETSAMOUNT

114,332
4,326
14,746308
20,1704,228
10,8803,923
707
20,59322,455
6,693
40
281
4,975
26,534
3,435
15,735
6,412
408
543
140,867

860,968
66,42788,087
83,103
4,983
856,433
9,028
847,404
800
2,212
844,392(149,978)12,294
12,294873,263
1,014,130

Non-Consolidated Statement of Income(Fiscal Year from April 1, 2023 to March 31, 2024)(Millions of Yen)ITEM

AMOUNT

Revenue
Costs of revenue
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income:Interest income
Dividends income
Other
Non-operating expenses:
Interest expenses
Loss on sales and disposal of fixed assets
Other
Ordinary profit
Extraordinary profit:
Gain on liquidation of subsidiaries and affiliates
Gain on sales of investment securities
Gain on sales of tangible assets
Reversal of allowance for doubtful accounts
Extraordinary losses:
Loss on revaluation of investment securities insubsidiaries and affiliates
Decommissioning and removal costs
Impairment losses on fixed assets
Loss on revaluation of investment securities
Other
Income before income taxes
Income taxes - current
Income taxes - deferred
Net income[English Translation]
57

405,671
243,745
161,925
87,062
74,863844
37,429
1,233
113
1,357
674

39,5072,145
112,225

702
227
11
8

950

1,078
940
917
432
49
22,225595

3,419
109,757
22,82086,936

Non-Consolidated Statement of Changes in Net Assets(Fiscal Year from April 1, 2023 to March 31, 2024)(Millions of Yen)
Shareholders’ equity
Capital surplus
Common stock Additional paidin capital
Balance at the beginning of the
fiscal year
Changes during the fiscal year:
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Net changes of items otherthan shareholders’ equity
Total changes during the
fiscal year
Balance at the end of the
fiscal year

66,427

Other capitalsurplus

Total capitalsurplus3,432

86,536

1,550

1,550

83,103

-

-

1,550

1,550

66,427

83,103

4,983

88,087(Millions of Yen)
Shareholders’ equity
Retained earnings
Other retained earnings

Balance at the beginning of
the fiscal year
Changes during the fiscal year:
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Net changes of items otherthan shareholders’ equity
Total changes during the
fiscal year
Balance at the end of the fiscal
year

Legal
reserve

Reservefor systemdevelopments

Generalreserve

Accumulated Total retained
earnings
earnings
carriedforward

9,028

800

2,212

797,939809,979(40,482)
86,936(40,482)
86,936---46,45346,453

9,028

800

2,212

844,392

856,433[English Translation]
58

(Millions of Yen)
Shareholders’ equity

Valuation, translation
adjustments and others

Common stock
Total
Unrealizedin treasury, at shareholders’ gains (losses)
costequityon securities

Balance at the beginning of the
fiscal year
Changes during the fiscal year:
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Net changes of items otherthan shareholders’ equity
Total changes during the fiscal
year
Balance at the end of the fiscal
year(109,224)

853,718

6,589

Total
valuation,translation
adjustments
and others

Total net
assets6,589

860,308(40,482)(40,482)(44,002)86,936(44,002)86,936(44,002)

3,248

4,798

4,798
5,705

5,705

5,705

(40,754)

7,249

5,705

5,705

12,954(149,978)860,968

12,294

12,294873,263[English Translation]59

Accounting Auditor’s Report (Consolidated)
Independent Auditor’s Report
May 21, 2024
To the Board of Directors of SECOM Co., Ltd.:KPMG AZSA LLC
Tokyo Office, Japan
Michitaka Shishido (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takashi Hasumi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Shuji Ezawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidatedbalance sheet, the consolidated statement of income, the consolidated statement ofchanges in net assets and the related notes of SECOM Co., Ltd. (“the Company”) and its
consolidated subsidiaries (collectively referred to as “the Group”), as at March 31, 2024
and for the year from April 1, 2023 to March 31, 2024 in accordance with Article 444-4of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, inall material respects, the consolidated financial position and the results of operations of
the Group for the period, for which the consolidated financial statements were prepared,in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted inJapan. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of ourreport. We are independent of the Group in accordance with the ethical requirementsthat are relevant to our audit of the consolidated financial statements in Japan, and wehave fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

[English Translation]
60

Other Information
The other information comprises the business report and its supplementary schedules.
Management is responsible for the preparation and presentation of the otherinformation. Corporate auditors and the board of corporate auditors are responsible foroverseeing the directors’ performance of their duties with regard to the design,
implementation and maintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.

Responsibilities of Management and Corporate Auditors and the Board of
Corporate Auditors for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with accounting principles generally accepted inJapan, and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible forassessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern in accordance with accounting principles generally
accepted in Japan.
Corporate auditors and the board of corporate auditors are responsible for overseeing
the directors’ performance of their duties with regard to the design, implementation andmaintenance of the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor’s report that includes our opinion. Misstatements
can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan,
we exercise professional judgment and maintain professional skepticism throughout theaudit. We also:

Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and[English Translation]
61










appropriate to provide a basis for our opinion. The selection and application ofaudit procedures depends on the auditor’s judgment.
Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, while the objective of
the audit is not to express an opinion on the effectiveness of the Group’s internal
control.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basisof accounting and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Group to cease to continue as a going concern.
Evaluate whether the presentation and disclosures in the consolidated financial
statements are in accordance with accounting standards generally accepted inJapan, the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of
the entities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervisionand performance of the group audit. We remain solely responsible for our audit
opinion.

We communicate with corporate auditors and the board of corporate auditors regarding,among other matters, the planned scope and timing of the audit, significant audit
findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide corporate auditors and the board of corporate auditors with a statementthat we have complied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the
Company and its subsidiaries which is required to be disclosed pursuant to theprovisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent
Auditor’s Report as required by the Companies Act for the conveniences of the reader.

[English Translation]62

Accounting Auditor’s Report (Non-Consolidated)
Independent Auditor’s Report
May 21, 2024
To the Board of Directors of SECOM Co., Ltd.:KPMG AZSA LLC
Tokyo Office, Japan
Michitaka Shishido (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takashi Hasumi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Shuji Ezawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, which comprise the balance sheet, thestatement of income, the statement of changes in net assets and the related notes, andthe accompanying supplementary schedules (“the financial statements and theaccompanying supplementary schedules”) of SECOM Co., Ltd. (“the Company”) as at
March 31, 2024 and for the year from April 1, 2023 to March 31, 2024 in accordancewith Article 436-2-1 of the Companies Act.
In our opinion, the financial statements and the accompanying supplementary schedules
referred to above present fairly, in all material respects, the financial position and theresults of operations of the Company for the period, for which the financial statements
and the accompanying supplementary schedules were prepared, in accordance withaccounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted inJapan. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules section of our report. We are independent of the Company inaccordance with the ethical requirements that are relevant to our audit of the financial
statements in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have[English Translation]63

obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementary schedules.
Management is responsible for the preparation and presentation of the otherinformation. Corporate auditors and the board of corporate auditors are responsible foroverseeing the directors’ performance of their duties with regard to the design,
implementation and maintenance of the reporting process for the other information.
Our opinion on the financial statements and the accompanying supplementary schedules
does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements and the accompanying
supplementary schedules, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with thefinancial statements and the accompanying supplementary schedules or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Corporate Auditors and the Board of
Corporate Auditors for the Financial Statements and the Accompanying
Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial
statements and the accompanying supplementary schedules in accordance withaccounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of financial statements
and the accompanying supplementary schedules that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules,
management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern in accordance withaccounting principles generally accepted in Japan.
Corporate auditors and the board of corporate auditors are responsible for overseeing
the directors’ performance of their duties with regard to the design, implementation andmaintenance of the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the
Accompanying Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements
and the accompanying supplementary schedules as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial
statements and the accompanying supplementary schedules.

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As part of our audit in accordance with auditing standards generally accepted in Japan,
we exercise professional judgment and maintain professional skepticism throughout theaudit. We also: Identify and assess the risks of material misstatement of the financial statements andthe accompanying supplementary schedules, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The selection andapplication of audit procedures depends on the auditor’s judgment.
 Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, while the objective of theaudit is not to express an opinion on the effectiveness of the Company’s internal
control.
 Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the financial statements and the accompanying supplementaryschedules or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However, future events or conditions may cause the Company to cease tocontinue as a going concern.

 Evaluate whether the presentation and disclosures in the financial statements and theaccompanying supplementary schedules are in accordance with accounting standards
generally accepted in Japan, the overall presentation, structure and content of thefinancial statements and the accompanying supplementary schedules, including thedisclosures, and whether the financial statements and the accompanying
supplementary schedules represent the underlying transactions and events in amanner that achieves fair presentation.
We communicate with corporate auditors and the board of corporate auditors regarding,among other matters, the planned scope and timing of the audit, significant audit
findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide corporate auditors and the board of corporate auditors with a statementthat we have complied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the
Company which is required to be disclosed pursuant to the provisions of the Certified
Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
This is an English translation of the Independent Auditor’s Report as required by theCompanies Act of Japan for the conveniences of the reader.

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65

Audit & Supervisory Board’s Report
Audit Report
Mr. Yasuyuki Yoshida
President and Representative Director
SECOM Co., Ltd.

May 21, 2024

Audit & Supervisory Board of
SECOM Co., Ltd.
Takayuki Ito (Seal)
Audit & Supervisory Board
Member (Full-time)
Yasuhiro Tsuji (Seal)
Audit & Supervisory Board
Member (Full-time)
Hideki Kato (Seal)
Outside Audit & Supervisory
Board Member
Makoto Yasuda (Seal)
Outside Audit & Supervisory
Board Member
Setsuo Tanaka (Seal)
Outside Audit & Supervisory
Board Member

The Audit & Supervisory Board has received the audit reports of theperformance of duties of the Directors during the 63rd business term from April
1, 2023 through March 31, 2024 from each of the Audit & Supervisory Board
Members. After deliberating such reports, we have prepared this Audit Reportand report as follows:
1. Method and Details of Audit Performed by Audit & Supervisory Board

Members and the Audit & Supervisory Board(1) The Audit & Supervisory Board has established the audit policy and audit
plan for the current fiscal year, received reports on the status and results ofaudits from each Audit & Supervisory Board Member, received reports on
the status of execution of duties from Directors, etc. and the Accounting
Auditor, and requested explanations when necessary.

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(2) Each of the Audit & Supervisory Board Members, in accordance with the
Audit & Supervisory Board audit standards determined by the Audit &Supervisory Board, and following the audit policy, audit plan, etc. worked tocommunicate with Directors, the internal audit division and other employees,
etc., and along with making efforts to gather information and establish theaudit environment, performed the audit using the following methods.
(i) Each Audit & Supervisory Board Member attended the meetings of theBoard of Directors and other important meetings, received reports fromthe Directors and other managers, etc. on their duties, requested
explanations when necessary, inspected documents concerning matterssuch as important decisions, and investigated the conditions of thebusiness and financial conditions at the head office and the principal
offices. Also, each Audit & Supervisory Board Members worked tocommunicate and exchange information with Directors and Audit &Supervisory Board Members of subsidiaries, receiving reports fromsubsidiaries when necessary.
(ii) The Audit & Supervisory Board Members, on a regular basis, received
reports from Directors and employees, etc. on the establishment andoperation of the system (internal control system) based on the resolutionof the Board of Directors as stipulated in Article 100, Paragraph 1 orParagraph 3 of the Companies Act Enforcement Order to ensure thesystem under which the execution of duties by Directors is ensured tocomply with laws and regulations and the Articles of Incorporation andto ensure the system under which the group of enterprises consisting of
the Company and its subsidiaries is ensured to properly execute its
business, both of which are on the Business Report, obtained explanationfrom them, and expressed opinions when necessary.
(iii) The Audit & Supervisory Board Members received reports from Directors,
etc. and the Accounting Auditor on the status of discussions between themand the status of evaluation and audit of the internal control on financial
reporting, and requested explanations as necessary.
(iv) In addition to monitoring and examining whether the Accounting Auditor
maintained independence and performed auditing appropriately, theAudit & Supervisory Board Members received reports from the
Accounting Auditor on the execution of their duties and requested
explanations when necessary. The Audit & Supervisory Board received
notice from the Accounting Auditor that “The systems for ensuring theproper execution of duties” (set forth in each Item of Article 131 of theOrdinance for Corporate Accounting) is organized in accordance with the“Standards for Quality Control of Audit” (Business Accounting Council)
and other relevant standards, and sought explanations when necessary.

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Based on the above methods, the Audit & Supervisory Board has
considered the Business Report and its supplementary schedules, the financial
statements (balance sheet, statement of income, statement of changes in net assets
and related notes) and its supplementary schedules, and the consolidated financial
statements (consolidated balance sheet, consolidated statement of income,consolidated statement of changes in net assets and related notes) for the current
fiscal year.
2. Result of audit(1) Result of audit of business report etc.
i)The Business Report and supplementary schedules fairly represent thecondition of the Company in accordance with laws and regulations and the
Articles of Incorporation of the Company.
ii) We have determined that there were no serious occurrences of misconduct
or violations of any laws or regulations or the Articles of Incorporation of
the Company by any of the Directors in carrying out their duties.
iii) We believe the contents of the resolution of the Board of Directors
regarding the internal control system are appropriate. We found no mattersto note regarding the execution of duties of Directors regarding the internal
control system, as well as the internal control system regarding financial
reporting.
(2) Result of audit of financial statements and supplementary schedules

In our opinion, the audit procedures and audit results of the Accounting
Auditor KPMG AZSA LLC are appropriate.
(3) Result of audit of consolidated financial statements

In our opinion, the audit procedures and audit results of the Accounting
Auditor KPMG AZSA LLC are appropriate.
Notes to the Reader of Audit Report:
This is an English translation of the Audit Report as required by the Companies Act ofJapan for the conveniences of the reader.

End[English Translation]
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