Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9628
June 2, 2023
Dear Shareholders,Satoshi Harishima
President and Representative Director

SAN HOLDINGS, INC.
Osaka Head Office:6-39, Tenjimbashi 4-chome, Kita-ku, Osaka-shi
Main Office:6-11, Kitahama 2-chome, Chuo-ku, Osaka-shi

Notice of the 94th Annual General Meeting of Shareholders
We are pleased to announce the 94th Annual General Meeting of Shareholders of SAN HOLDINGS, INC.
(the “Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic format,
and has posted the information on each of the following websites.
[The Company’s website]
https://www.san-hd.co.jp (in Japanese)(Please access the above website to view the information.)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/9628/teiji/ (in Japanese)(Please access the above website to view the information.)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(To access this information, access the TSE website by using the internet address given above, enter “SANHOLDINGS” in “Issue Name (company name)” or the Company’s securities code “9628” (single byte) in“Code,” and click “Search,” and then select “Basic information” and “Documents for public inspection/PR
information” in this order. You can find the information in “Notice of the General Meeting of
Shareholders/Informational materials for General Meeting of Shareholders” section in “Documents for public
inspection.”)If you are unable to attend the meeting, you may exercise your voting rights by electromagnetic means (via
the internet, etc.) or in writing (by mail). Please review the attached Reference Documents for the General
Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. Monday, June 26, 2023 (JST), in
accordance with the following instructions.
The Company will conduct a live webcast of this General Meeting of Shareholders. For specific details, pleaserefer to the enclosed leaflet.
From the viewpoint of preventing the spread of infection of COVID-19 at the venue, if you are attending theGeneral Meeting of Shareholders, please check you have no symptoms before visiting the venue. (* This
meeting will be held in Japanese only; no interpretation will be provided.)-1-

In consideration of fairness to shareholders who attend the General Meeting of Shareholders and shareholders
who have difficulty attending the meeting, we will not be providing gifts at the General Meeting of
Shareholders. We would like to ask for your understanding on this matter.

1. Date and Time:

Tuesday, June 27, 2023, at 10:00 a.m. (JST)

2. Place:

Venue: Mahoroba
Senri Kaikan, KOEKISHA CO., LTD.
3-10, Momoyamadai 5-chome, Suita-shi, Osaka

3. Purpose of the Meeting
Matters to be reported:

1.

2.
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Business Report and Consolidated Financial Statements for the 94th
Fiscal Year (from April 1, 2022 to March 31, 2023), as well as theaudit reports of the Accounting Auditor and the Audit & Supervisory
Board for Consolidated Financial Statements
Non-consolidated Financial Statements for the 94th Fiscal Year (from
April 1, 2022 to March 31, 2023)
Appropriation of Surplus
Amendment to the Articles of Incorporation
Election of Six Directors
Election of Three Audit & Supervisory Board Members-2-

4. Instructions for Exercising Voting Rights(1) Exercise of voting rights by electromagnetic means (via the internet, etc.)
If you exercise your voting rights by electromagnetic means (via the internet, etc.), exercise yourvoting rights by reviewing the “Information About Exercising Your Voting Rights by
Electromagnetic Means (Internet, Etc.)” on pages 4 to 5 by 5:30 p.m. on Monday, June 26, 2023
(JST).
(2) Exercise of voting rights in writing (by mail)(i) Please indicate your approval or disapproval of each proposal in the enclosed voting form andreturn it so that it arrives no later than 5:30 p.m. on Monday, June 26, 2023 (JST).
(ii) If you exercise your voting rights in writing (by mail) and do not indicate your approval ordisapproval of the proposals on the voting form, we will treat it as if you indicated yourapproval.
(3) If you exercise your voting rights in duplicate both via the internet, etc. and in writing (by mail),the Company will only deem your exercise via the internet, etc. valid. Also, if you exercise yourvoting rights multiple times via the internet, etc., or in duplicate both in a personal computer and asmartphone, the Company will only deem the substance of your final exercise to be valid.
(List of Requests)
 When attending the meeting, please submit the enclosed voting form at the reception desk.
 If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on each of the above websites.
 Following the revision of the Companies Act, in principle shareholders are to access the abovementioned websites on theInternet to check items subject to measures for electronic provision, and these items are to be delivered in paper-based
documents only to shareholders who have requested delivery of paper-based documents by the reference date. However,for this General Meeting of Shareholders, the Company will deliver paper-based documents stating the items subject tomeasures for electronic provision to all shareholders, whether they have requested delivery or not. However, thefollowing items subject to measures for electronic provision are omitted from the paper-based documents to be deliveredin accordance with the provision of laws and regulations and Article 17 paragraph 2 of the Company’s Articles ofIncorporation: Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial
Statements.
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board Members in preparing the Audit Report include the Notes to theConsolidated Financial Statements and the Notes to the Non-consolidated Financial Statements posted on each of thewebsites mentioned above in addition to the documents attached to this Notice of Convocation.
 Should there be any significant changes regarding the holding or operation of the General Meeting of Shareholders as aresult of the spread of COVID-19 up to the day of the General Meeting of Shareholders, or if there is a government
announcement, the revised versions will be published in writing or will be posted on the Company’s website(https://www.san-hd.co.jp). Please check what the status is before coming.
 Please understand depending on the status of the spread of COVID-19 on the day of the General Meeting of
Shareholders, we may implement the following countermeasures and ask for your cooperation.
- Officers in attendance and management staff may wear masks.
- Shareholders may have their body temperature checked upon entering the venue and may be asked to sanitize theirhands with an alcohol-based sanitizer.
- Seating at the venue may be designated under the guidance of management staff.

-3-

Information About Exercising Your Voting Rights by Electromagnetic Means (Internet, Etc.)

When exercising your voting rights by electromagnetic means (via the internet, etc.), please note the following
items.
1.

Exercising Your Voting Rights via the Internet, etc.
(1) Voting rights exercise website
Exercise of voting rights via the internet, etc. may be conducted only by accessing the following
voting rights exercise website designated by the Company.
Voting Rights Exercise Website: https://www.web54.net(2) How to exercise the voting rights(i) Voting by computer
Please access the above website, enter the “voting rights exercise code” and “password”
which are stated on the enclosed voting form, and follow instructions on screen to enter yourapproval or disapproval.
(ii) Voting by smartphone
Please scan the “voting website QR code” on the enclosed voting form and enter yourapproval or disapproval on the voting-by-smartphone website, which does not require
entering a “voting rights exercise code” or “password.”
Note that changing your vote once you have executed your voting rights requires re-scanning
the QR code and entering the “voting rights exercise code” and “password” stated on yourvoting form.
(3) Handling of voting rights(i) Your voting rights must be exercised by 5:30 p.m. on Monday, June 26, 2023 (JST). It is
recommended to vote at an early stage.
(ii) If you exercise your voting rights in duplicate both via the internet, etc. and in writing (bymail), the Company will only deem your exercise via the internet, etc. valid. Also, if you
exercise your voting rights multiple times via the internet, etc., or in duplicate both in apersonal computer and a smartphone, the Company will only deem the substance of your final
exercise to be valid.
(iii) All fees payable to internet service providers and telecommunication carriers (such as
connection fees) in accessing the voting website are to be borne by the shareholders.
(iv) You may not be able to use the voting rights exercise website depending on the internet
environment, etc. of your computer or smartphone.
(4) Handling of password and voting rights exercise code(i) The password is the important information to identify each person as a qualified shareholder
with voting rights. Therefore, please handle your password as carefully as you handle yourseal and PIN numbers.
(ii) The password will become unavailable if you input the wrong data a certain fixed number oftimes. To issue a new password, follow the instructions on the screen.
(iii) The voting rights code as listed on the enclosed voting form can only be used for this meeting.
(5) Contact information for inquiries about the operation of computers, etc.
(i) If you have any technical inquiries regarding the operation of a PC, etc. for voting on this site,please contact the following:
Dedicated phone line for Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank,
Limited[Telephone number] 0120-652-031 (Business hours: 9:00 a.m. – 9:00 p.m. (JST))-4-

(ii) If you have any other inquiries, please contact the following:a
Shareholders with accounts at securities companies
Please contact your securities company.
b
Shareholders without accounts at securities companies (shareholders with special accounts)
Stock Transfer Agency Business Planning Department, Sumitomo Mitsui Trust Bank,
Limited[Telephone number] 0120-782-031 (Business hours: 9:00 a.m. – 5:00 p.m. (JST), excluding
weekends and holidays)
2.

Electronic Voting Platform
Nominee shareholders such as trust and custody services banks (including standing proxies) may apply
in advance to use the Electronic Voting Platform operated by ICJ Inc., a joint venture company foundedby Tokyo Stock Exchange, Inc. and other entities. In this case, such shareholders can use the ICJ
platform in addition to the exercise of voting rights via the internet, etc. in 1. above as a means toexercise their voting rights by electromagnetic means at General Meeting of Shareholders of theCompany.

-5-Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows.
The Company considers the return of profits to shareholders to be one of the most important management
issues, and has a policy of returning profits to shareholders through dividends while comprehensively taking
into account consolidated business results, financial conditions, securing internal reserves for investments inmedium- to long-term growth, financial soundness, etc.
In accordance with this policy, the Company proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividendsi) Type of dividend property
To be paid in cash.
ii)

Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥23 per common share of the Company.
In this event, the total dividends will be ¥244,091,594.
After adding the year-end dividend to the interim dividend for the current fiscal year (¥21 per share ofcommon stock), the total annual dividend for the current fiscal year will be ¥44 per share of common
stock, an increase of ¥6 per share compared to the previous fiscal year.

iii) Effective date of dividends of surplus
The effective date of dividends will be June 28, 2023.

-6-

Proposal 2: Amendment to the Articles of Incorporation
1.

Reasons for the Amendments
To prepare for the future business development of the Company’s subsidiaries, the Company proposes to
add an item to Article 2 (Purpose) of the current Articles of Incorporation.

2.

Details of the Amendments
The details of the amendments are as follows.
(Underlined parts are amended.)
Proposed Amendments

Pre-amended Articles of Incorporation(Purpose)
Article 2 The purpose of the Company shall be to engage
in the following businesses:
1. Control and management of business activities and its
associated operations of a company that engages in thefollowing businesses and whose shares or equity
interests are owned by the Company.
(1)
through(Omitted)(47)(Newly Established)(Purpose)
Article 2(Unchanged)

1.

(Unchanged)(48) All businesses incidental or related to (1) through(47) above
2.
through6.

(1)
through(Unchanged)(47)(48) Trade, exchange, leasing, brokerage, mediationand management of real estate(49) All businesses incidental or related to (1) through(48) above
2.
through6.

(Omitted)-7-(Unchanged)

Proposal 3: Election of Six Directors
At the conclusion of this shareholders meeting, the terms of office of all six Directors will expire.
Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1986
July 1994

Yuichi Noro
(August 30, 1962)
1

Joined American Life Insurance Company
Temporary transferred to AIG Marketing (AIG Company,
Ltd.)
Temporary transferred to AIG Star Life Insurance Co.,
Apr. 2001
Ltd.
General Manager of Customer Strategy Department ofJune 2004
American Life Insurance Company
Joined the Company
Apr. 2006
Executive Officer, Assistant Manager of Strategic
Marketing Planning Department
Director, Assistant Manager of Strategic Marketing
June 2007
Planning Department
Managing Director, General Manager of Strategic
June 2008
Marketing Planning Department, and General Manager ofTokyo Branch
Senior Managing Director in charge of Information
June 2009
System, and General Manager of Strategic Marketing
Planning Department, and General Manager of Tokyo
BranchDirector and Vice President in charge of Information
June 2011
System and Strategic Marketing Planning
June 2013
Vice President and Representative Director
Apr. 2016
President and Representative Director
Apr. 2019
Chairman and Representative Director (current position)(Significant concurrent positions outside the Company)
Chairman and Representative Director of KOEKISHA CO., LTD.
Chairman and Representative Director of Life Forward CO., LTD.

Number of theCompany’s
shares owned

52,900[Reasons for nomination as candidate for Director]
Mr. Yuichi Noro, a candidate for Director, has led the management of our group towards the enhancement ofcorporate value as President and Representative Director since April 2016, as Chairman and Representative Director
since April 2019, as Chairman and Representative Director of Life Forward CO., LTD. since April 2020, and as
Chairman and Representative Director of KOEKISHA CO., LTD. since April 2023. The Company requests hiselection in order to utilize his abundant experience and insights in the management of our group.

-8-

No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)

Joined Recruit Computer Print Co., Ltd. (current Recruit
Co., Ltd.)
Apr. 1999
Joined the Company
Oct. 2003
Assistant Manager of Osaka Sales Department
Apr. 2005
Executive Officer
Director in charge of subsidiaries and associates
June 2006(KOEKISHA CO., LTD., SOU-SEN CORPORATION)Managing Director in charge of subsidiaries andJune 2007
associates (KOEKISHA CO., LTD., SOU-SENCORPORATION)
Senior Managing Director in charge of Procurement
June 2009
Satoshi Harishima
Administrative Department and Project Management(September 25, 1962) June 2011
Director and Vice President in charge of Human
Resources and Procurement
Vice President and Representative Director in charge ofJune 2013
Internal Control and ComplianceApr. 2015
Vice President and Representative Director
Apr. 2019
President and Representative Director (current position)(Significant concurrent positions outside the Company)
President and Representative Director of KOEKISHA CO., LTD.
Chairman and Director of EXCEL SUPPORT SERVICE CO., LTD.
Director of SOU-SEN CORPORATION
Director of TARUI CO., LTD.

Number of theCompany’s
shares owned

Apr. 1987

2

178,000[Reasons for nomination as candidate for Director]
Mr. Satoshi Harishima, a candidate for Director, has been contributing to the promotion of our group’s management
and sales strategies as Vice President and Representative Director since June 2013, as President and Representative
Director of the major subsidiary KOEKISHA CO., LTD. since April 2016, and as President and Representative
Director of the Company since April 2019. The Company requests his election in order to utilize his abundant
experience and insights in the management of our group.

-9-

No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Joined Taisho Marine System Development Company,
Limited (current MS&AD Systems Co., Ltd.)Mar. 1997
Joined American Life Insurance Company
May 2006
Joined the Company
Assistant Manager of Strategic Marketing Planning
Apr. 2008
Department
Executive Officer, Assistant Manager of Strategic
June 2009Marketing Planning Department
Managing Executive Officer, General Manager ofJune 2010
Strategic Marketing Planning Department
Senior Managing Executive Officer, General Manager ofApr. 2016
Information System Division
Director in charge of Information System Division,
June 2017
General Manager of Information System Division
Director in charge of Information System Division,
Apr. 2018
General Manager of Information System Division, andInformation System Department
Director, Senior Managing Executive Officer in charge ofApr. 2019
Information System Department
In charge of Marketing Planning Department, General
Manager of Marketing Planning Department, in charge ofSystem & Operation Department, and General Manager ofSystem & Operation Department
Director, Senior Managing Executive Officer supervising
Apr. 2023
and in charge of Marketing Planning Department, System& Operation Department and Information System
Department, and General Manager of Marketing Planning
Department (current position)(Significant concurrent positions outside the Company)
President and Representative Director of Life Forward CO., LTD.

Number of theCompany’s
shares owned

Apr. 1988

Yasuko Miyajima(March 5, 1966)

3

28,100[Reasons for nomination as candidate for Director]
Ms. Yasuko Miyajima, a candidate for Director, has been in charge of the information system department and themarketing planning department of a subsidiary as Director since June 2017, has also been in charge of the marketing
planning and system & operation departments of the Company as Director and Senior Managing Executive Officer
since April 2019, and has been promoting the Life Ending Support Business as the President and Representative
Director of Life Forward CO., LTD. since April 2020. The Company requests her election in order to utilize herabundant experience and achievements in the management of our group.

- 10 -

No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Joined Gaeart Kumagai Co., Ltd. (current Gaeart Co.,Ltd.)
May 1998
Joined PACIFIC CONSULTANTS CO., LTD.
Sept. 2000
Joined the Company
Apr. 2017
General Manager of Accounting Department
Apr. 2018
General Manager of Human Resources Department
Executive Officer, General Manager of Corporate
Apr. 2019
Planning Department
Executive Officer in charge of Accounting Department
Apr. 2021(Financial Planning), Human Resources Department(Human Resources Planning), Corporate Planning
Department, and General Manager of Corporate Planning
Department
Director, Executive Officer in charge of Accounting
June 2021
Department (Financial Planning), Human Resources
Department (Human Resources Planning), Corporate
Planning Department, and General Manager of Corporate
Planning Department
Director, Executive Officer supervising General Affairs
Apr. 2023
Department and Human Resources Department,
supervising and in charge of Accounting Department, incharge of Corporate Planning Department, and General
Manager of Corporate Planning Department (current
position)(Significant concurrent positions outside the Company)
Director of Life Forward CO., LTD.
Director of GRAN CEREMO TOKYO CO., LTD.

Number of theCompany’s
shares owned

Apr. 1994

Yoshiyuki Yokota(March 6, 1972)

4

8,400

[Reasons for nomination as candidate for Director]
Mr. Yoshiyuki Yokota, a candidate for Director, has served as General Manager of the Accounting Department sinceApril 2017, General Manager of the Human Resources Department since April 2018, Executive Officer and General
Manager of the Corporate Planning Department since April 2019, as well as concurrently Director of Life Forward
CO., LTD. since April 2020. Since April 2021, he has been in charge of the Company’s Accounting Department(Financial Planning), Human Resources Department (Human Resources Planning), and Corporate Planning
Department as Executive Officer. He is also serving as Director of GRAN CEREMO TOKYO CO., LTD., a joint
venture newly established in April 2022. The Company requests his election in order to utilize his abundant
experience and achievements in the management of our group.

- 11 -

No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Oct. 2013

5

Joined Kao Soap Co., Ltd. (current Kao Corporation)
General Manager of Sustainability Promotion Department,
Corporate Communications Division
General Manager of Indirect Material Department,
Dec. 2014
Procurement Division
Apr. 2018
Joined the Consumer Affairs Agency
Kaoru Yokomise
Assistant Director for Policy Planning to Director of theOct. 2019(November 19, 1957)
Cabinet OfficeOutside Director (Audit and Supervisory Committee
June 2021
Member) of Matsuda Sangyo Co., Ltd. (current position)
June 2022
Outside Director of the Company (current position)(Significant concurrent positions outside the Company)
Outside Director (Audit and Supervisory Committee Member) of Matsuda
Sangyo Co., Ltd.

Number of theCompany’s
shares owned

0[Reasons for nomination as candidate for outside Director and outline of expected roles]
Ms. Kaoru Yokomise, a candidate for outside Director, promoted ESG management at a major detergent
manufacturer and has practical experience in the field of consumer administration in addition to having concurrently
served as an outside Director of another company. We nominated her for election because we believe that her deep
knowledge and abundant experience will be useful in the management of the Company. In addition, if the candidate
is elected, the Company plans for her to be involved in selecting candidates for the Company’s officers anddetermining remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination
Committee and a member of the Remuneration Committee.
Ms. Kaoru Yokomise does not have past experience of involvement in company management other than as an
outside Director; however, for the abovementioned reasons we judge that she is able to execute her duties as outside
Director appropriately.

- 12 -

No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1977
Oct. 2000
Apr. 2001

Norio Tomono(June 24, 1954)

June 2007
Jan. 2012
Feb. 20136

Sept. 2017
Aug. 2019

Number of theCompany’s
shares owned

Joined Chiyoda Life Insurance Company (current The
Gibraltar Life Insurance Co., Ltd.)
General Manager of the Trustee’s OfficeDirector, General Manager of Profit Center of AIG StarLife Insurance Co., Ltd.
President and Representative Director
Director and Deputy Chairman of The Gibraltar Life
Insurance Co., Ltd.
President and COO of AIG Fuji Life Insurance Company,
Ltd.
President and CEO of FWD Fuji Life Insurance
Company, Ltd. (current FWD Life Insurance Company,
Ltd.)
President, CEO and Country Manager

0[Reasons for nomination as candidate for outside Director and outline of expected roles]
Mr. Norio Tomono, a candidate for outside Director, successively served as President of life insurance companies.
We nominated him for election because we believe that his high level of insight and abundant experience as amanager will be particularly useful in the management of the Company. In addition, if the candidate is elected, theCompany plans for him to be involved in selecting candidates for the Company’s officers and determining
remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination Committee
and a member of the Remuneration Committee.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Kaoru Yokomise and Norio Tomono are candidates for outside Director.
3. The name of Yasuko Miyajima, a candidate for Director, in the family register is Yasuko Izawa.
4. Matters concerning Kaoru Yokomise, a candidate for outside Director, are as follows:(1) She is currently an outside Director of the Company, and her term of office as an outside Director will be one
year at the conclusion of this General Meeting of Shareholders.
(2) The Company has registered her as an independent Director in accordance with the provisions of the Tokyo
Stock Exchange, and will continue to register her as an independent Director in the event that this proposal isapproved and she assumes the office of outside Director.
5. Matters concerning Norio Tomono, a candidate for outside Director, are as follows:
The Company intends to register him as an independent Director in accordance with the provisions of the Tokyo
Stock Exchange in the event that this proposal is approved and he assumes the office of outside Director.
6. Limited liability agreement with outside Directors
The Company has entered into an agreement with Kaoru Yokomise, pursuant to Article 427, Paragraph 1 of theCompanies Act, to limit her liability for damages under Article 423, Paragraph 1 of the same act. If thereappointment of Kaoru Yokomise is approved, the Company intends to continue the agreement. If the election of
Norio Tomono is approved, the Company plans to enter into the same limited liability agreement with him.
The outline of the limited liability agreement is as follows.
In the event that a Director causes damage to the Company by neglecting his/her duties, if he/she does so without
knowledge and is not grossly negligent in performing his/her duties, he/she shall be liable to the Company fordamages up to ¥1 million or the minimum liability amount provided for in Article 425, Paragraph 1 of theCompanies Act, whichever is higher, and shall be excused for damages in excess thereof.
7. Outline of the directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company that includes all the officers (Directors, Audit &Supervisory Board Members, Executive Officers and other important employees under the Companies Act) of theCompany and its subsidiaries as the insureds. The Company plans to renew the insurance policy with the same terms
in November 2023. If the election of each candidate in this proposal is approved and they assume office as Director,
they will continue to be included as an insured in this policy.
This insurance policy covers the insured’s losses and such costs as related litigation expenses incurred from claims
for damages arising from acts (including nonfeasance) carried out by the insured as an officer or a person at a certain
position of the Company, and the full amount of premiums for all insureds are borne by the Company.

- 13 -

Proposal 4: Election of Three Audit & Supervisory Board Members
At the conclusion of this shareholders meeting, the terms of office of all three Audit & Supervisory Board
Members will expire.
Therefore, the Company proposes the election of three Audit & Supervisory Board Members.
The Company has obtained approval for this proposal from the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Career summary and position in the Company(Significant concurrent positions outside the Company)

Name (Date of birth)

Number of theCompany’s
shares owned

Sept. 1985
Mar. 1993
Sept. 2006
Aug. 2007

Kazufumi Hata
(May 28, 1959)
1

Joined Audit Corporation Chuo Accounting Office
Registered as a certified public accountant
Partner of MISUZU Audit Corporation
Joined Deloitte Touche Tohmatsu (current Deloitte
Touche Tohmatsu LLC)
PartnerJune 2015
Consultant of the Company
June 2015
Managing Executive Officer in charge of audit
Audit & Supervisory Board Member of KOEKISHA CO.,
June 2016
LTD. (current position)
Full-time Audit & Supervisory Board Member of theJune 2016
Company (current position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member of KOEKISHA CO., LTD.
Audit & Supervisory Board Member of EXCEL SUPPORT SERVICE CO.,LTD.
Audit & Supervisory Board Member of SOU-SEN CORPORATION
Audit & Supervisory Board Member of TARUI CO., LTD.
Audit & Supervisory Board Member of Life Forward CO., LTD.

[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Kazufumi Hata, a candidate for Audit & Supervisory Board Member, has knowledge and experience inaccounting and auditing as a certified public accountant for many years. We nominated him for election as an Audit& Supervisory Board Member because we believe that his broad insight cultivated through his experience will be
useful in strengthening the auditing system of the Company.

- 14 -

0

No.

Career summary and position in the Company(Significant concurrent positions outside the Company)

Name (Date of birth)

Joined Taiyo Kobe Bank, Ltd. (currently Sumitomo
Mitsui Banking Corporation)
Assistant, International Planning Department, Taiyo-Kobe
Oct. 1995
Bank Limited. (current Sumitomo Mitsui Banking
Corporation)
Seconded to Japan Investors Service, Inc. (current Rating
Oct. 1997
and Investment Information, Inc. (R&I)), Principal analyst
Acting General Manager, Markets Research and
May 2001
Development Department, Sumitomo Mitsui Banking
Corporation
Jan. 2003
Retired from Sumitomo Mitsui Banking Corporation
Jan. 2012
Registered as an attorney
Director of Niigata KOEKISHA Co., Ltd. (current
June 2012
position)
Representative Partner, Honma Law Office (current
Dec. 2014
position)
Outside Audit & Supervisory Board Member of theJune 2019
Company (current position)(Significant concurrent positions outside the Company)
Director of Niigata KOEKISHA Co., Ltd. (Niigata KOEKISHA is a funeralcompany which has a head office in Niigata city. This company has no
capital, personnel or other relationships with the Company.)

Number of theCompany’s
shares owned

Apr. 1982

Kazumasa Honma(July 21, 1957)
2

600[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Mr. Kazumasa Honma, a candidate for outside Audit & Supervisory Board Member, has corporate financial analysis
skills gained through his work at a financial institution and a rating agency and is equipped with insight as acorporate manager through his involvement as a Director of a funeral service company (Niigata KOEKISHA Co.,
Ltd.: Niigata city). We nominated him for election because we believe that his experience and broad insight as an
attorney will also be useful in auditing the Company.

- 15 -

No.

Career summary and position in the Company(Significant concurrent positions outside the Company)

Name (Date of birth)
Sept. 1981
Dec. 1983
Jan. 1989
Apr. 1998
Apr. 2007
Yuto Mikami
Apr. 2010(December 16, 1954)
June 20113

Sept. 2014
June 2017
June 2019

Number of theCompany’s
shares owned

Joined Kyowa Hakko Bio Co., Ltd.
Joined American Life Insurance Company
Joined Sony Pruco Life Insurance Co., Ltd. (Currently
Sony Life Insurance Company)
General Manager of Administrative & Planning
Department
General Manager of Medical Department
Joined Memolead Life Co., Ltd., Executive Officer,
General Manager of Customer Services
Director, Executive Officer, General Manager ofCustomer Services and Systems
Registered as an administrative scrivener
President of Yuto Mikami Administrative Scrivener’s
Office (current position)
Outside Audit & Supervisory Board Member of theCompany (current position)

0[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Mr. Yuto Mikami, a candidate for outside Audit & Supervisory Board Member, is versed in life insurance and has
insight as a corporate manager cultivated through his involvement in management of a funeral service mutual aid
association’s group company. We nominated him for election because we believe that his experience and broad
insight as an administrative scrivener will also be useful in auditing the Company.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Kazumasa Honma and Yuto Mikami are candidates for outside Audit & Supervisory Board Member.
3. Matters concerning both Kazumasa Honma and Yuto Mikami, candidates for outside Audit & Supervisory Board
Member, are as follows:(1) They are currently outside Audit & Supervisory Board Members of the Company, and their terms of office as
outside Audit & Supervisory Board Members will be four years at the conclusion of this General Meeting of
Shareholders.
(2) The Company has registered them as independent Audit & Supervisory Board Member in accordance with theprovisions of the Tokyo Stock Exchange, and will continue to register them as independent Audit & Supervisory
Board Member in the event that this proposal is approved and they assume the office of outside Audit &Supervisory Board Member.
4. Limited liability agreement with Audit & Supervisory Board Members
The Company has entered into an agreement with each of Kazufumi Hata, Kazumasa Honma and Yuto Mikami,
pursuant to Article 427, Paragraph 1 of the Companies Act, to limit their liability for damages under Article 423,
Paragraph 1 of the same act. If the reappointment of each candidate is approved, the Company intends to continue
the agreement.
The outline of the limited liability agreement is as follows.
In the event that an Audit & Supervisory Board Member causes damage to the Company by neglecting his/herduties, if he/she does so without knowledge and is not grossly negligent in performing his/her duties, he/she shall be
liable to the Company for damages up to ¥1 million or the minimum liability amount provided for in Article 425,
Paragraph 1 of the Companies Act, whichever is higher, and shall be excused for damages in excess thereof.
5. Outline of the directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company that includes all the officers (Directors, Audit &Supervisory Board Members, Executive Officers and other important employees under the Companies Act) of theCompany and its subsidiaries as the insureds. The Company plans to renew the insurance policy with the same terms
in November 2023. If the election of each candidate in this proposal is approved and they assume office as Audit &Supervisory Board Member, they will continue to be included as an insured in this policy.
This insurance policy covers the insured’s losses and such costs as related litigation expenses incurred from claims
for damages arising from acts (including nonfeasance) carried out by the insured as an officer or a person at a certain
position of the Company, and the full amount of premiums for all insureds are borne by the Company.

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