Notice of Convocation of the
26th Annual General Meeting of Shareholders

Message from CEO
To our shareholders,

Under our vision "to create the 21st century's leading company“, we have strived to
expand our businesses and sales. In FY2023, we made a downward revision due to lowerthan-expected sales of profitable titles in the game business, however, we hope that ourcommitment to higher sales and profit in FY2024 onward will lead to an increase in ourstock price.
ABEMA, which celebrated its 7th anniversary since its launch, has expanded its viewer
base to more than 20 million WAUs* with the distribution of the FIFA World Cup Qatar
2022 in November 2022, and has gained recognition as a social infrastructure that can beconnected anytime, anywhere. Our investment in ABEMA, which we estimated would
take 10 years to complete, has entered a phase of deficit reduction, and we are feeling a
positive response as we turn the final corner.
In the AI field, which has attracted much attention in recent years, we established AI Lab
in 2016 and have been actively promoting business using new technologies, including thedevelopment of products that utilize generative AI, mainly with a focus on the advertisingbusiness, and the early release of LLM (large-scale language models).
We will continue to strive for sustainable growth, train successors with our purpose: "Tobreak through stagnation with new power and the internet“*WAU (Weekly Active Users): Number of users per week

Thank you for your continued support of CyberAgent.

Susumu Fujita
Representative Director & CEO

1

Notice of Convocation
1. Date1:00 p.m. (Friday), December 8, 2023

2. Venue The Ballroom, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo

3. Agenda
Items to be reported:
1.

2.

Business report and consolidated financial statements for the 26th fiscal term (October 1, 2022, to September 30,2023), and audit report of consolidated financial statements by accounting auditors and Audit and Supervisory
Committee.
Non-consolidated financial statements for the 26th fiscal term (October 1, 2022, to September 30, 2023) .

Items to be proposed:
Proposal No.1

Appropriation of Surplus

Proposal No.2

Election of Five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee)

Proposal No.3

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

Proposal No.4

Election of One (1) Substitute Audit and Supervisory Committee Member Director

Proposal No.5

Notice on Issuance of Stock Acquisition Rights as Stock Options2

Notes◎ Attendees of this Annual General Meeting of Shareholders are requested to submit the voting form enclosed herewith to thereception desk.
◎ In the event of any modifications to the electronic provisioning measures, a notice will be posted on each website where theinformation is posted, including the information before and after such amendment.
Among the items provided electronically, “major business contents,” “major business establishments, etc.,” “the situations ofmajor financing institutions,” “other important items regarding the current situation of the corporate group,” “the situations ofstock acquisition rights, etc.,” “the outlines of limited liability agreement with the company directors,” ”status of accounting
auditors,” “the outlines of systems for securing the appropriateness of business and their operation status,” the consolidated
statement of changes in shareholders’ equity in “consolidated financial statements,” the statements of changes in shareholders’equity, the notes to consolidated financial statements, and individual notes to “financial statements.” are not included in the
document to be delivered to shareholders who have requested the document in accordance with laws and regulations andArticle 17 of the Company's Articles of Incorporation. This document is part of the documents audited by the Audit andSupervisory Committee in preparing the audit report and by the Accounting Auditors in preparing the Accounting Auditor'sreport.
The Annual General Meeting of Shareholders will be streamed live on the internet (December 8, 2023, at 1:00 p.m.) and can be viewed
via the URL below.
https://www.cyberagent.co.jp/en/ir/stock/meeting/Company Information Briefing:
After the Annual General Meeting of Shareholders, the Company Information Briefing will be held at the same venue. Shareholders who
can spare the time are invited to attend this briefing in conjunction with the Annual General Meeting of Shareholders. The Company
Information Briefing is scheduled to last approximately one (1) hour.

This is a partial English translation of the original Japanese version prepared only for the convenience ofshareholders residing outside Japan. Should there be any inconsistency between the translation and theofficial Japanese text, the latter shall prevail.
3

Information on Exercise of Voting Rights(1) Exercise of Voting Rights in Writing
Please indicate whether you approve or disapprove of each proposal on the proxy voting form enclosed herewith and return it to
us by 7:00 p.m. (Thursday), December 7, 2023.

(2) Exercise of Voting Rights via the Internet
If you prefer to exercise your voting rights via the Internet, please access to the online proxy voting website and enter yourapproval or disapproval of the proposals in accordance with the instructions on the screen by 7:00 p.m. (Thursday),December 7, 2023.
Please check “References” after page 5 of this document prior to exercising your voting rights.

!
•
•
•

Notes
In case of multiple votes via the Internet etc., the last vote shall prevail.
If you are to exercise your voting rights twice, both by writing and via the Internet, the voting via the Internet shall prevail.
We shall not be responsible for the connection fee to the provider and the communication fee to the telecommunications
carrier when you use the online proxy voting website.

4References5Proposal No. 1

Appropriation of Surplus

CyberAgent considers the return of earnings to shareholders to be a top management priority. In addition to increasing thestock's value over the medium to long-term through business growth and improvements in capital efficiency, we intend tocontinue to pay dividends.
Since the fiscal year 2016, the Company has been investing in "ABEMA", the new TV of future, to develop it into a medium tolong-term pillar, and set "DOE 5% or more" as a management indicator from the fiscal year 2017, to gain a medium to long-term
support from our shareholders even during the investment period.
Therefore, we declare the year-end dividend for the fiscal year ended September 30, 2023, to be 15 yen to achieve the DOE of
5% or more.
*DOE: Dividend on Equity Ratio (ROE x Dividend Payout Ratio)

CyberAgent presents the following proposal concerning the appropriation of the surplus of the 26 th term:

1

2

3

Type of Dividend
Cash
Allotment of Assets to be Distributed and the Total Amount
15 yen per share of common stock. Total amount will be 7,592,852,400 yen in this case.

Effective Date
Monday, December 11, 2023
6

Proposal No. 2

Election of Five (5) Directors (excluding Directors serving on the
Audit and Supervisory Committee)

We would like to request the election of five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee).
The five (5) Directors will complete their terms at the end of this Annual General Meeting of Shareholders.

No.

Name

GenderPositions and Responsibilities in the Company

Board
Meeting
Attendance

1

Susumu Fujita

Male

Representative Director, CEO, President
All Business administration

Reappointed

2

Yusuke Hidaka

Male

Director, Executive Vice PresidentManagement of Game Business

Reappointed

3

Go Nakayama

Male

Director, Senior Managing Executive Officer
Management of head office operations

Reappointed

4

KoichiNakamura

Male

Outside Director

5

Kozo Takaoka

Male

Outside Director

13/13 (100%)

OutsideIndependent

Reappointed

OutsideIndependent

Reappointed

13/13 (100%)

13/13 (100%)
13/13 (100%)

13/13 (100%)7

Personal Profiles of Candidates
1

Susumu Fujita(Date of birth: May 16, 1973)

Reappointed
No. of Company’s shares owned: 89,121,600

Apr. 1997 Joined Intelligence, Ltd. (present: PERSOL CAREER CO., LTD.)
Mar. 1998 Established CyberAgent, Inc. and was appointed as President. (current position)
Apr. 2015 President, AbemaTV, Inc. (current position)
Apr. 2015 President, AbemaNews, Inc. (current position)
Oct. 2020 CEO, CyberAgent, Inc. (current position)[Responsibility] All business management
Since the Company‘s establishment in 1998, Susumu Fujita has consistently driven the increase in corporate value as therepresentative director. He is responsible for the overall management of CyberAgent group (the Group), making
appropriate decisions and supervising the Company’s management. Under the vision, “to create the 21st century’s leading
company”, He strives to enhance corporate value and to achieve sustainable growth over the medium to long term, whilestrengthening corporate governance and separating management supervision and execution. He also engages to make
ABEMA as another pillar of our business. Based on his wealth of experience and achievements, the Company judged that
he would be suitable for supervising the Group's management and further enhance corporate value, and therefore
nominated him to continue as a candidate for Director.

2

Yusuke Hidaka(Date of birth: April 2, 1974)

Reappointed
No. of Company’s shares owned: 3,002,000

Apr. 1997 Joined Intelligence, Ltd. (present: PERSOL CAREER CO., LTD.)
Mar. 1998 Established CyberAgent, Inc. and was appointed as Managing Director.
Oct. 2010 Director, Vice President, CyberAgent, Inc. (current position)
May 2011 Director, Cygames, Inc. (current position)
Oct. 2020 Executive Officer, CyberAgent, Inc. (current position)[Responsibility] Game Business
Yusuke Hidaka founded the Company with Representative Director Susumu Fujita and increased corporate value as
Executive Vice President. After serving in the E-Commerce and media content business, he entered the game business in2009 and grew it as one of the Group's key businesses. In addition, he has been making efforts to strengthen theoperational capabilities for the long-term success of existing game titles and improved competitiveness to achieve hitswith new titles, making a significant contribution to the earnings.
Based on his wealth of experience and achievements, the Company judged that he would be well-suited to supervise
the Group's management and enhance corporate value through the expansion of the game business, and therefore
nominated him to continue as a candidate for Director.
8Personal Profiles of Candidates
3

Go Nakayama(Date of birth: November 2, 1975)

Reappointed
No. of Company’s shares owned: 1,618,707

Apr. 1998 Joined Sumitomo Corporation.
Aug. 1999 Joined CyberAgent, Inc.
Dec. 2003 Director, CyberAgent, Inc.
Apr. 2006 Managing Director, CyberAgent, Inc.
Jul. 2015 Director, Makuake, Inc. (current position)
Oct. 2020 Director, Senior Managing Executive Officer, CyberAgent, Inc. (current position)
Jul. 2021 Director REALGATE INC. (current position)[Responsibility] Headquarter office operations

After joining the Company in 1999, Go Nakayama experienced various roles in four years, including the leading the launchof the E-Commerce business and as deputy head of the media content business, before being appointed as General
Manager of the headquarter office. He was appointed as a director in 2003, having promoted the systemization anddigitalization for group business management, and early settlement of financial statements. He commits to leading
company-wide functions, including group finance, investment management, risk management, separation of management
supervision and execution, and review of personnel systems. Based on his wealth of experience and achievements, we
judged that he is well-suited to enhance corporate value through group management supervision and company-wide
functions. And therefore, we have continued to nominate him as a candidate for Director.

9Personal Profiles of Candidates
4

Koichi Nakamura

OutsideIndependent

Reappointed(Date of birth: November 7, 1957)

No. of Company’s shares owned: 28,000
Apr. 1981 Joined Japan Recruit Center Co., Ltd. (present: Recruit Holdings Co., Ltd.)
Jun. 1999 Director, Recruit Co., Ltd. (present: Recruit Holdings Co., Ltd.)
Apr. 2008 Director and Vice President , Recruit Co., Ltd. (present: Recruit Holdings Co., Ltd.)
Apr. 2012 Director and Advisor, Recruit Co., Ltd. (present: Recruit Holdings Co., Ltd.)
Jun. 2014 Resigned: Director and Advisor, Recruit Holdings Co., Ltd.
Dec. 2016 Outside Director, CyberAgent, Inc. (current position)
Koichi Nakamura has extensive experience, achievements, and broad insight in corporate management, human resource strategy,
and M&A, having led the administration of Japan Recruit Center Co., Ltd. (currently Recruit Holdings Co., Ltd.) for a long period as
its Director and Executive Vice President. In addition, at the Board of Directors, which consists of eight (8) members (including four(4) Outside Directors), he is committed to decision-making on investment and other essential matters from his standpoint. Also, avoluntary meeting of directors ("Outside Directors' Meeting") is held every month to discuss a wide range of issues, including theenhancement of medium to long-term corporate value, sustainable growth, management supervision, succession plan, andexecutive compensation. This meeting leads to the discussion and formulation of a framework for the selection, development andstructuring of senior executives, including future candidates for the Board of Directors. He participates in the Nomination andCompensation Advisory Committee and provides advice for the current fiscal year. Based on this experience, accomplishments, andinsight, the Company judged that he could supervise management, provide advice, and make proposals from a third-party
perspective when making decisions at the Board of Directors, to continuously strengthen corporate governance and enhance thecorporate value of the Group. Therefore, the Company has nominated him as a candidate for Outside Director. His term of office asan Outside Director of the Company will be seven (7) years after this General Meeting of Shareholders.

10Personal Profiles of Candidates
5

Kozo Takaoka(Date of birth: March 30, 1960)

OutsideIndependent

Reappointed

No. of Company’s shares owned: 0

Apr. 1983 Joined Nestlé Japan Ltd.
Jan. 2005 President & CEO, Nestlé Confectionary K.K. (merged into Nestlé Japan Ltd. on January 1, 2010)
Jan. 2010 Representative Director & Executive Vice President, General Manager of Beverage Business Group,
Nestlé Japan Ltd.
Nov. 2010 Representative Director, President & CEO, Nestlé Japan Ltd.
Apr. 2015 Representative Director, K & Co. K.K.(current position)
Aug. 2019 Representative Director, KT Digital K.K. (current position)
Mar. 2020 Resigned: Representative Director, President & CEO, Nestlé Japan Ltd.
Dec. 2020 Outside Director, CyberAgent, Inc. (current position)
Kozo Takaoka has a wealth of experience and a wide range of insights as a corporate executive and leading expert in thefield of marketing in Japan, having driven management and contributed to the development of the business as President
and CEO of Nestlé Japan Ltd. and a board member of Nestlé Global. In addition, at the Board of Directors, which
consists of eight (8) members (including four (4) Outside Directors), he is committed to the decision-making ofinvestment and other important matters from his standpoint as an independent and Outside Director. He participates in
the Outside Directors' Meeting every month. In this context, the Company is also committed to succession planning forrepresentative directors and directors, including discussions on the qualities, abilities, and processes required ofsuccessors, and reviewing the required abilities and training content as necessary. He participates in the Nomination andCompensation Advisory Committee and provides advice for the current fiscal year. Based on his experience,accomplishments, and insight, the Company judged that he could supervise management, provide advice, and makeproposals from a third-party perspective when making decisions at the Board of Directors meetings to continuously
strengthen corporate governance and enhance the corporate value of the Group. Therefore, the Company has
nominated him as a candidate for Outside Director. His term of office as an Outside Director of the Company will bethree (3) years after this General Meeting of Shareholders.

Additional information on Outside Director’s profile
Koichi Nakamura• Until June 2014, he was an executive officer of Recruit Holdings Co., Ltd. (percentage of the Company’s consolidated net sales in FY2023: 5.33%) that is the Company’s
main business partner. However, there is no specific relationship between them.
• He meets the qualifications of an independent director as set by the Tokyo Stock Exchange. He will be an Independent Director on the condition that this proposal isapproved as originally proposed.
Kozo Takaoka• Until March 2020, he was an executive officer of Nestlé Japan Ltd. However, there is no specific relationship between them.
• There is no special relationship between the Company and K & Co. and KT Digital where he holds his current position.
• He meets the qualifications of an independent director as set by the Tokyo Stock Exchange. He will be an Independent Director on the condition that this proposal isapproved as originally proposed.
11Notes:1. Any special interests are not shared by candidate directors and the Company.
2. Koichi Nakamura and Kozo Takaoka are candidates for an outside Director.
3. Currently the Company has executed an agreement with Koichi Nakamura and Kozo Takaoka to limit their liability for damages
under Article 423, Paragraph 1 of the Companies Act based on the provisions of Article 427, Paragraph 1 of the same Act., and if
his re-election is approved, said agreement shall remain in effect. The limit of compensation for damages is the minimum liability
limit stipulated by law.
4. The Company has a Directors and Officers liability insurance agreement in effect with an insurance company at the Company's
premium, as stipulated in Article 430, Paragraph 3 of the Companies Act. The Company covers the liability for those insured of thelegal dispute fees and compensation for damages, etc., arising from company lawsuits. If each candidate takes the office of Director,
they will be insured under the relevant insurance policy, and it will be renewed during their term.

12Proposal No. 3

Election of Three (3) Directors Serving on the Audit andSupervisory Committee

Three (3) Directors serving on the Audit and Supervisory Committee will complete their terms at the end of this Annual General Meeting of
Shareholders. Therefore, we would like to request the election of three (3) Directors. The Audit & Supervisory Committee have already given theirconsent to this proposal.
The candidates for Directors serving on the Audit and Supervisory Committee are as follows:
No.

Name

1

GenderPositions and Responsibilities in the Company

Toko
Shiotsuki

FemaleDirector (Full-time Audit andSupervisory Committee member)

Reappointed

2

Masao
HoriuchiMale

Outside Director (Audit andSupervisory Committee member)

Reappointed

Outside3

TomomiNakamura

Male

Outside Director (Audit andSupervisory Committee member)

Reappointed

OutsideBoard
Meeting
Attendance

Audit andSupervisory
Committee
Attendance

13/13(100%)

13/13(100%)

Independent

13/13(100%)

13/13(100%)

Independent

13/13(100%)

13/13(100%)

13

Personal Profiles of Candidates
1

Toko Shiotsuki

Reappointed(Date of birth: January 9, 1973)

No. of Company’s shares owned: 38,400

Apr. 1996 Joined Japan Airlines Co., Ltd.
Oct. 1999 Passed the second part of the CPA examination.
Jul. 2000 Standing Corporate Auditor, CyberAgent, Inc.
Dec. 2017 Director serving on the Audit and Supervisory Committee, CyberAgent, Inc. (current position)
The Company has nominated Toko Shiotsuki, certified junior accountant, J.D. (University of Tokyo) as a candidate for a
Director serving on the Audit and Supervisory Committee because she contributes greatly with appropriate decision-making
and management supervision of the Board of Directors. She also brings diversity to the Board of Directors and provides
practical advice from various perspectives, playing a leading part in the improvement of auditing practices and strengthening
corporate governance. She oversees the management of the Company based on her extensive insight and broad experiencein accounting, auditing, and legal affairs for operating companies.

2

Masao Horiuchi(Date of birth: November 13, 1969)

OutsideIndependent

Reappointed

No. of Company’s shares owned: 160,000

Apr. 1992 Joined Nippon Investment & Finance Co., Ltd. (Present: Daiwa Corporate Investment Co., Ltd.)
Apr. 1995 Joined Intelligence, Ltd. (Present: PERSOL CAREER CO., LTD.)
Mar. 1998 Outside Auditor, CyberAgent, Inc.
Apr. 2009 Manager of Internal Control Systems, USEN CORPORATION
May 2010 Certified Public Tax Accountant
Dec. 2010 Director of Business Administration, U-NEXT Co., Ltd. (Present: USEN-NEXT HOLDINGS, Co., Ltd. )Jul. 2017 Corporate Auditor, U-NEXT Co., Ltd. (current position)
Dec. 2017 Outside Director serving on the Audit and Supervisory Committee, CyberAgent, Inc. (current position)
Masao Horiuchi is a certified tax accountant and holds a Master of Business Administration (MBA) degree and has specialized
knowledge in finance, accounting and tax. He has extensive experience and wide insight regarding internal control and corporate
governance as a director of U-NEXT Co., Ltd. (currently USEN-NEXT HOLDINGS Co., Ltd.)The Company has nominated him as a candidate for a Director serving on the Audit and Supervisory Committee, because since as
he took office as an Outside Director of the Company in December 2017. He has raised frank discussions with management
regarding possible risks based on his wide experience and insight and offers advice on strengthening internal control andcorporate governance. Based on his experience, achievements, and insight, the Company believes that he will continue to provide
appropriate advice from an independent standpoint in the decision-making process of the Board of Directors. His term of office asan Outside Director of the Company will be six (6) year after this General Meeting of Shareholders.
14Personal Profiles of Candidates
3

Tomomi Nakamura(Date of birth: October 19, 1973)

OutsideIndependent

Reappointed

No. of Company’s shares owned: 0

Nov. 1996 Passed the bar exam
Apr. 1999 Registered as a lawyer (Tokyo Bar Association), joined Nagaishi Law Office (Current Position)
Apr. 2017 Civil defense instructor, the Legal Training and Research Institute of Japan.
Jun. 2019 Auditor, MM Corporation. (current position)
Dec. 2021 Outside Director serving on the Audit and Supervisory Committee, CyberAgent, Inc. (current position)
Tomomi Nakamura has many years of experience as an attorney in the field of corporate legal affairs, as well as three (3)years of teaching experience as a civil defense instructor at the Legal Training and Research Institute. He also has
extensive expertise and deep insight into laws and regulations, including the Companies Act, Civil Code, and Intellectual
Property Law. Since his appointment as an Outside Director in December 2021, he has leveraged his experience andinsight to engage in discussions with management regarding possible risks and other issues, provide advice that
contributes to strengthening internal controls, supervise management from an external and independent standpoint, andcontribute to strengthening the Company's auditing system and corporate governance. Based on his experience,achievements, and insight, we believe that we can expect him to supervise the management and make appropriate
remarks from his high level of expertise and experience and an external and independent standpoint when the Board of
Directors makes decisions. Therefore, we nominated him as a candidate for Independent Outside Director who is amember of the Audit and Supervisory Committee to continually strengthen the Company's auditing system and corporate
governance. He will have served as an Outside Director of the Company for two (2) years at the conclusion of this General
Meeting of Shareholders.

Additional information on Outside Director’s profile
Masao Horiuchi• There is no special relationship between the Company and USEN-NEXT HOLDINGS Co., Ltd. where Masao Horiuchi serves as Standing Auditor. The business amount of
USEN-NEXT HOLDINGS Co., Ltd accounts for 0.98% of the consolidated sales of fiscal year 2023.
• He meets the qualifications of an independent director set forth by the Tokyo Stock Exchange. He will serve as an Independent Director on the condition that this
proposal is approved as originally proposed.
Tomomi Nakamura• There is no business relationship between the Company and Nagaishi Law Office to which Tomomi Nakamura belongs for the past seven (7) years from October 1, 2016,
to the present in 2023. (The average annual amount of consignment transactions for legal-related services between the Company and Nagaishi Law Office for theperiod from October 1, 2011, to September 30, 2016, was less than 100,000 yen.)• He meets the qualifications of an independent director as set by the Tokyo Stock Exchange. He will be notified to the exchange as an Independent Director on thecondition that this proposal is approved as originally proposed.

15

Notes:1. Any special interests are not shared by candidate directors and the Company.
2. Masao Horiuchi and Tomomi Nakamura are candidates for Outside Director.
3. Currently the Company has executed an agreement with Toko Shiotsuki, Masao Horiuchi and Tomomi Nakamura to limit their
liability for damages under Article 423, Paragraph 1 of the Companies Act based on the provisions of Article 427, Paragraph 1 ofthe same Act, and if their re-election is approved, said agreement shall remain in effect. The limit of compensation for damages is
the minimum liability limit stipulated by law.
4. The Company has a Directors and Officers liability insurance agreement in effect with an insurance company at the Company's
premium, as stipulated in Article 430, Paragraph 3 of the Companies Act. The Company covers the liability for those insured of thelegal dispute fees and compensation for damages, etc., arising from company lawsuits. If each candidate takes the office of Director,
they will be insured under the relevant insurance policy, and it will be renewed during their term.
[Reference]
Structure of the Board of Directors (Blue letters indicate Independent Outside Directors.)Five (5) Directors

Three (3) Directors who are members of the
Audit and Supervisory Committee

Susumu Fujita

Toko Shiotsuki

Yusuke Hidaka

Masao Horiuchi

Go Nakayama

Tomomi Nakamura

Koichi Nakamura
Kozo Takaoka

Independent Outside Directors account for 50% of the Board of Directors.
Four (4) Independent Outside Directors / Eight (8) Directors in total
Female Directors account for 12.5% of the Board of Directors.

16

Proposal No. 4

Election of One (1) Substitute Audit and Supervisory Committee
Member Director

In preparation for the event that the number of Directors who are Audit and Supervisory Committee Members falls short of the number requiredby law, we propose the election of one (1) alternate Director who is an Audit and Supervisory Committee Member in advance. We have obtained
the consent of the Audit Committee for this proposal.
Name

GenderTakahiro Kanzaki

MaleTakahiro Kanzaki

OutsideIndependentNew

No. of Company’s shares owned: 0(Date of birth: December 25, 1986)
Feb. 2010 Joined KPMG AZSA & Co. (Present: KPMG AZSA LLC .)Nov. 2013 Established Kepple Accounting OfficeFeb. 2015 Established Kepple, Inc. and appointed as Representative Director (current position)
Mar. 2017 Outside Auditor of Jimoty, Inc. (current position)
Apr. 2023 Outside Director of Imabari.Yume Sports Inc. (current position)
May. 2023 Established Kepple Group, Inc. and appointed as Representative Director (current position)
Takahiro Kanzaki has a background as a certified public accountant and also manages companies that conduct investment
businesses, so in addition to his knowledge of finance and accounting, he also has insight as a manager. We have therefore
nominated him as a candidate for the position of substitute Independent Outside Director as a member of the Audit andSupervisory Committee.
Takahiro Kanzaki fulfills the requirements for independent directors as stipulated by the Tokyo Stock Exchange and will bereported as an independent director if this proposal is approved and he assumes the position of director.

Notes:
1. Takahiro Kanzaki is a representative director of affiliated companies that conduct investment businesses in Kepple Group, Inc. There is no special business relationship with theCompany at this time.
2. Takahiro Kanzaki is a candidate for substitute Outside Director as a member of the Audit and Supervisory Committee.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with each director who is a member of the Audit Committee to limit their
liability for damages under Article 423, Paragraph 1 of the said Act. The limit of compensation for damages is the minimum liability limit stipulated by law. The Company plans toenter into such agreement with Takahiro Kanzaki upon his appointment as Outside Director.
4. The Company has a Directors and Officers liability insurance agreement in effect with an insurance company at the Company's premium, as stipulated in Article 430, Paragraph 3 of
the Companies Act. The Company covers the liability for those insured of the legal dispute fees and compensation for damages, etc., arising from company lawsuits. If Takahiro
Kanzaki is appointed as Director, he will be insured under the relevant insurance policy.
17

Proposal No. 5

Notice on Issuance of Stock Acquisition Rights as Stock Options

Pursuant to Articles 236, 238, and 239 of the Companies Act, we would like to request your approval of the issuance of stock acquisition rights as
stock options to directors (excluding directors who are outside directors or Audit & Supervisory Committee members) and employees of theCompany and its subsidiaries, and the delegation of decision-making on the matters to be offered to the Board of Directors, per the following
outline.
Under the provisions of Article 361 of the Companies Act, we also would like to request your approval to grant stock acquisition rights to thedirectors as a form of remuneration separate from the monetary compensation approved at the 20th Ordinary General Meeting of Shareholders.
On the condition that Proposal No. 2 is approved as originally proposed, the number of directors subject to this proposal will be three (3).

1. Reasons for issuing the stock acquisition rights on particularly favorable conditions
Since the value of the Stock Acquisition Rights linked up with the share price of the Company, the granting of the Stock Acquisition Rights willreflect the Company's medium to long-term performance to the remuneration of the Company's executives and employees. Thus it will align theinterests of shareholders and the Group's executives and employees, and further motivate the Group's executives and employees to contribute toimprove our business performance and enable the Company to secure excellent human resources.
Since the Stock Acquisition Rights exercise period will begin at least four (4) years after the date of allotment of the Stock Acquisition Rights, thiswill serve as an incentive to improve the medium to long-term business performance and increase the stock price until the start of the exercise
period.
2. Outline of the issuance of the stock acquisition rights(1) Persons to whom stock acquisition rights will be allotted
Directors and employees of the Company and the Company’s subsidiaries(2) Class and number of shares to be issued upon exercise of stock acquisition rights
Common stock of the Company: 735,000 shares. (735,000 shall be the maximum number)
However, if the Company splits its common stock (including allotment of its common stock without compensation; the same applies hereinafter)18

or consolidates its common stock, the number of shares to be issued upon exercise of such stock acquisition rights shall be adjusted according to
the following formula, that such adjustment shall be made only to those remain unexercised or uncanceled at the time of such adjustment, andfurther, that if any fraction less than one share arises as a result of such adjustment, such fraction shall be discarded.
Number of shares after adjustment = Number of shares before adjustment x Ratio of split or consolidation
In addition, if the Company carries out a merger, a company split, share exchange, share transfer, etc. that makes it necessary to adjust the
number of shares, the number of shares shall be adjusted within a reasonable range, taking into account the conditions of the merger, company
split, share exchange, share transfer, etc.
(3) Total number of stock acquisition rights to be issued
7,350 shall be the maximum number of stock acquisition rights.
One hundred (100) shares shall be issued for each stock acquisition rights. However, in the event of any adjustment in the number of sharesstipulated in (2) above, the number of shares to be issued for the stock acquisition rights shall be adjusted.

(4) Cash payment for stock acquisition rights
No cash payment is required for stock acquisition rights.
(5) Value of the assets to be contributed upon exercise of stock acquisition rights
It shall be an amount obtained by multiplying the price per share to be issued upon exercise of the stock acquisition rights, which shall be one (1)yen, by the number of shares to be allotted.
(6) Exercise period of stock acquisition rights
It shall be six (6) years from the date on which four (4) years have passed since the issuance of the stock acquisition rights. If the final day of theexercise period falls on a holiday of the Company, the final day shall be the working day immediately preceding the final day.
(7) Conditions etc. for exercise of stock acquisition rights(i) Those who received the allotment of the issue of stock acquisition rights (hereinafter “Holders of stock acquisition rights”) shall remain directors
or employees of the Company, or its subsidiaries or affiliates at the time of exercising such rights. However, that exceptional treatment may beallowed in this regard by the Board of Directors in consideration of circumstances.

19

(ii) Stock acquisition rights shall not be inherited. However, that exceptional treatment may be allowed in this regard by the Board of Directors inconsideration of circumstances.
(8) Matters concerning increase in capital stock and capital reserve by issuing of shares upon exercise of stock acquisition rights(i) Amount of increase in capital stock by issuing shares upon exercise of stock acquisition rights shall be half of the upper limit of capital increaseas calculated pursuant to the provisions of Article 17, Paragraph 1 of the Ordinance on Accounting of Companies, where any resultant fraction lessthan one (1) yen shall be rounded up.
(ii) Amount of increase in capital reserve by issuing shares upon exercise of stock acquisition rights shall be the upper limit of capital stock increase
as described in (i) above less the amount of increase in capital stock set out therein.
(9) Reasons and conditions for the acquisition of stock acquisition rights(i) In case that the proposal of amending the Articles of Incorporation for the Company to acquire all the shares of the Company or any merger
agreement under which the Company is dissolved, or any absorption-type company split agreement or incorporation-type company split plan inwhich the Company will be a splitting company, or any share exchange agreement or share transfer plan in which the Company will be a wholly
owned subsidiary of another company is approved at a General Shareholders’ Meeting of the Company, the Company may acquire stockacquisition rights at the date specifically determined by the Board of Directors of the Company without any compensation therefor.
(ii) In case that Holders of stock acquisition rights ceases to accommodate the conditions of (7) (i)above before exercising stock acquisition rights, the Company may acquire such stock acquisition rights at the date specifically determined by the
Board of Directors of the Company without any compensation therefor.
(10) Restriction on the acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall require an approval of the Board of Directors of the Company by its resolution.

20

(11) Treatment of stock acquisition rights in case of organizational restructuring of the Company
In the event the Company merges (limited to cases where the Company becomes a dissolving company), performs an absorption-type company
split or an incorporation-type company split, or conducts a share exchange or a share transfer (hereinafter collectively “Organizational
Restructuring”), stock acquisition rights of a corporation described in Article 236, Paragraph 1, Items 8.1 through 8.5 of the Companies Act(hereinafter “Restructured Company”) shall be delivered under the following conditions to Holders of stock acquisition rights remaining
unexercised (hereinafter “Remaining stock acquisition rights”) at the time when Organizational Restructuring takes effect. In this case, theRemaining stock acquisition rights will lapse, and the Restructured Company will issue new stock acquisition rights. However, the foregoing shallapply only to cases in which the delivery of stock acquisition rights of the Restructured Company according to the following conditions is stipulated
in the merger agreement, the absorption-type company split agreement, the incorporation-type company split plan, the share exchange
agreement or the share transfer plan.
(i) Number of stock acquisition rights of the Restructured Company to be delivered
The Restructured Company shall deliver stock acquisition rights, the number of which shall equal the number of stock acquisition rights held by theholder of the Remaining stock acquisition rights.

(ii) Class of shares of the Restructured Company to be issued upon the exercise of stock acquisition rights
Shares of common stock of the Restructured Company(iii) Number of shares of the Restructured Company to be issued upon the exercise of stock acquisition rights
To be decided according to (2) and (3) above after taking into consideration the conditions, etc. of the Organizational Restructuring.
(iv) Value of the assets to be contributed upon the exercise of stock acquisition rights
The value of the assets to be contributed upon the exercise of each stock acquisition rights shall be decided according to (5) above after taking into
consideration the conditions, etc. of the Organizational Restructuring.
(v) Exercise period of stock acquisition rights
Starting from the later of either the first date of the exercise period of stock acquisition rights as stipulated in (6) above, or the date on which theOrganizational Restructuring becomes effective and ending on the expiration date for the exercise of Stock acquisition rights as stipulated in (6)above.
(vi) Matters concerning increase in capital stock and capital reserve to be increased by issuing of shares by the Restructured Company upon theexercise of stock acquisition rights
To be determined in accordance with (8) above.
21

(vii) Restriction on acquisition of stock acquisition rights by transfer
Acquisition of stock acquisition rights by transfer shall be subject to the approval of the Board of Directors of the Restructured Company (or by the
majority decision of directors if such company is not a company with Board of Directors).
(viii) Reasons and conditions for the acquisition of stock acquisition rights
To be determined in accordance with (9) above.
(12) Rules pertaining to fractions of less than one share arising from the exercise of stock acquisition rights
Fractions of less than one share in the number of shares to be delivered to Holders of stock acquisition rights who exercisedstock acquisitionrights shall be discarded.
(13) Other details of stock acquisition rights
Other details of stock acquisition rights shall be determined by the meeting of the Board of Directors to determine conditions of the offer of stockacquisition rights.
3. Matters concerning remuneration for directors
The Company has established a policy to determine the remuneration of individual directors as stated in following “Process policy of determining
remuneration , etc. of individual Board Directors”. The Company does not plan to revise this policy even if the proposal for the issuance of stockacquisition rights as stock options is approved at the meeting as originally proposed. The reason that the Company delivers above-mentioned stockacquisition rights to its directors as the compensation is as stated in 1. above. The contents of the said proposal are deemed appropriate in light of
the above policy.
Out of above-mentioned stock acquisition rights, the Company delivers a maximum of 930 units for directors of the Company (of which zero units
for outside directors and directors of the Audit and Supervisory Committee). One hundred (100) shares shall be issued for each stock acquisitionrights. However, in the event of any adjustment in the number of shares stipulated in 2 (2) above, the number of shares to be issued for the stockacquisition rights shall be adjusted.
The amount of stock acquisition rights to be delivered as part of the remuneration for directors of the Company, shall be calculated by multiplying
the fair value of each stock acquisition rights calculated on the day when such rights are allotted, by the number of stock acquisition rights allotted
to directors of the Company. The fair value of each stock acquisition rights shall be based on the fair unit price valuation calculated applying
variables, including share price on the day when the stock acquisition rights are allotted and the conditions of stock acquisition rights, etc. using
equity option pricing models such as Black-Scholes model.

22

Business Report(From October 1, 2022, to September 30, 2023)

23

1. Current State of Corporate Group(1)

Business Progress and Results

The Group has taken advantage of the growth of the smartphone market while strengthening up-front investment in "ABEMA", the new TV of the
future. During this consolidated fiscal year, net sales grew 1.4% year over year to 720,207 million yen, while operating income amounted to 24,557
million yen (a 64.5% decrease). Ordinary income amounted to 24,915 million yen (a 64.1% decrease), and net income attributable to owners of theparent came in at 5,332 million yen (a 78.0% decrease).
Earnings by business segment are stated as follows.

(a)Media Business

Net Sales

Operating Loss

The media business includes ABEMA and WINTICKET, etc.
Resulted from steady growth in the related sales of "ABEMA", the new
TV of the future, net sales grew and amounted to 141,163 million yen
for the period, a 25.9% year-on-year increase. With the distribution of
the FIFA World Cup Qatar 2022 in the first quarter, operating loss
amounted to 11,523 million yen, compared to operating loss of 12,419
million yen for the same period in the prior fiscal year.

FY2022

FY2023

FY2022
FY2021

FY2023
FY2022

million yen

24(b) Internet Advertisement Business
The Group's Internet Advertisement Business includes Internet
Advertising Division and AI Division, etc.
Sales growth continues to outpace the internet advertising market*,demonstrating our market share gains, Internet Advertisement
Business recorded 405,373 million yen of net sales, up 7.6% year-onyear. Due to the upfront investment in artificial intelligence (AI) andDigital transformation (DX), operating income amounted to 18,317
million yen, a 25.1% year-on-year decrease.
*Internet market growth: forecast to increase by 6.8% year-on-year
in FY2023.
Source: NIKKEI Advertising Research Institute / Forecast for Advertising
Expenditure in FY2023 (Published in July 2023)(c) Game Business

Net Sales

FY2022
FY2021

million yen

FY2023
FY2022

NetSalesSales
Net

Operating Income

FY2022
FY2021

FY2023
FY2022

Operating Income

The Game Business includes Cygames, Inc., Colorful Palette Inc.,
Sumzap, Inc., and Applibot, Inc. etc.
Due to the decline in revenue of the high-profitability title, net
sales amounted to 179,119 million yen, a 21.6% year-on-year
decrease. Operating income amounted to 22,708 million yen,a 62.5% year-on-year decrease.

FY2022
FY2021
FY2022

million yen

FY2023
FY2022
FY2023

FY2022
FY2021

FY2023
FY202225

(d) Investment Development Business

Net Sales

Operating Income

The investment development business consists of the CyberAgentcorporate venture capital business and the fund operations ofCyberAgent Capital, Inc.
This segment recorded net sales of 3,198 million yen (a 27.9% year-onyear decrease) and operating income of 1,840 million yen, a decrease of
27.1% compared to the previous fiscal year.
FY2021
FY2022

FY2022
FY2023

FY2021
FY2022

FY2022
FY2023

million yen(e) Other Business

Net Sales

Operating Income

The Other Businesses segment includes Makuake, Inc., and REALGATE
INC., etc.
This segment reported net sales of 28,976 million yen, a 12.7% year-onyear increase. Operating income amounted to 358 million yen, comparedto operating loss of 16 million yen for the prior fiscal year.

FY2022

FY2023

FY2022

FY2023

million yen

26

(2) State of Equipment Investment
The total amount of equipment investment of this consolidated fiscal year was 10,186 million yen which was mainly for thepurchase of office equipment.

(3) State of Funding
During this consolidated fiscal year, the Company raised funds of 40 billion yen through the issuance of Euro-Yen
convertible bonds due 2029 and 40 billion yen in long-term bank loans. In addition, the Company redeemed 20 billion yen
of Euro-Yen convertible bonds with stock acquisition rights due in 2023.

(4) State of Business Transfer, Absorption-type Split and Incorporation-type Split
Not applicable.

(5) State of Handed Business from the Other Company
Not applicable.

(6) State of Succession of Rights and Obligations Related to the Business of Other Companies
by Absorption-type Merger or Absorption-type Split
Not applicable.

(7) State of the Acquisition or Disposal of Shares and Other Equity or Stock Acquisition
Rights of Other Companies
Not applicable.

27

(8) Issues the Company Should Address
The following three items are recognized as the major management issues within the Group.
1. Media Business
Grow ABEMA, as a social infrastructure that can be connected anytime, anywhere, through increased monetization.
2. Internet Advertisement Business
Increase market share through maximizing advertising effectiveness, and improvement of profit margin through promotionof business in AI and DX fields, etc.
3. Game Business
Provision of new high-quality titles and extending the lifespan of existing titles.

To resolve the management issues above and continue to expand the businesses, the Group is committed to hiring, training,and energizing employees and improving corporate governance and internal management systems.

28

(9) Financial Position and the Profit and Loss
23rd
(FY2020)

24th(FY2021)

25th(FY2022)

26th(FY2023)

Net sales

million yen

478,566

666,460

710,575

720,207

Operating income

million yen

33,880104,381

69,11424,557

Ordinary income

million yen

33,863

104,694

69,46424,915

Net income attributable toowners of the parent

million yen

6,608

41,55324,219

5,332

yen

13.10

82.30

47.89

10.53

Total assets

million yen

260,766

382,578

383,698

477,826

Equitymillion yen

127,678

194,145

222,915

231,911yen

177.45254.98285.15285.31

Basic earnings per share

Equity per share

Note: The Company conducted a four-for-one stock split of common stocks as of April 1, 2021. The "Basic earnings per share" and“Equity per share" are calculated assuming that the said stock split was conducted at the beginning of the FY2020.

29

⚫ Transition of the Profit and Loss Statement in Million Yen

Net Sales

FY2019FY2020

FY2020
FY2021

FY2021
FY2022

Operating Income

FY2022
FY2023

FY2021

FY2022

FY2020
FY2021

FY2021
FY2022

FY2022
FY2023Net Income Attributable to Owners of the Parent

Ordinary Income

FY2020FY2019FY2020

FY2023

FY2019FY2020

FY2020
FY2021

FY2021
FY2022

FY2022
FY202330

(10) State of Employees (as of September 30, 2023)
1.

State of Employees of the Group
Number of employees

Up or down compare to the previous
consolidated fiscal year

7,251 (4,249)

914 increase (385 increase)

Note: The number of employees is defined as the number of personnel at work. Temporary employees are written in () as an
approximate number of annual average strength.

2. State of Employees of the Company (non-consolidated)
Number of employees

Up or down compare to theprevious fiscal year

Average age

Average years of service

2,225 (538)Up 248 (Up 52)

33.3

5.9 years

Note: The number of employees is defined as the number of personnel at work. Temporary employees are written in () as an
approximate number of annual average strength.

31

(11) State of Important Subsidiaries (as of September 30, 2023)
Company Name

Capital% of voting
rightsMain business domain

Cygames, Inc.

124 million yen

61.7%

Game BusinessAbemaTV, Inc.

100 million yen

55.2%

Operating the new TV for the future“ABEMA”

CyberZ, Inc.

40 million yen

100.0%

Ad agency specialized in advertisingfor smartphone

Colorful Palette, Inc.

124 million yen

90.0%Game Business

WinTicket, Inc.

120 million yen

100.0%Development and operation of
online betting service for public
races

32

2. Items of Current State of the Company(1) State of Shares (as of September 30, 2023)① Total number of authorized shares : 1,517,119,200 shares② Total number of outstanding shares : 506,191,200 shares (excluding treasury stock: 1,004 shares)③ Number of Shareholders : 108,871④ Top Holders: Please refer to the Ownership Summary page on the Company's Website
Ownership Summary(2) State of Directors and Auditors
Please refer to the Company’s website for information.

Leadership
Notes:
1.
2.

3.
4.

Director Koichi Nakamura, Director Kozo Takaoka, Director Masao Horiuchi (the Audit and Supervisory Committee member) andDirector Tomomi Nakamura (the Audit and Supervisory Committee member) are Outside Directors.
The Company appoints a full-time member of the Audit and Supervisory Committee to increase effectiveness and supervisory
function.
Director Koichi Nakamura, Director Kozo Takaoka, Director Masao Horiuchi (the Audit and Supervisory Committee member) andDirector Tomomi Nakamura (the Audit and Supervisory Committee member) are independent directors based on the rules set
forth by Tokyo Stock Exchange.
Toko Shiotsuki, the full-time member of the Audit and Supervisory Committee has significant knowledge on accounting,auditing and law.
33

•

Remuneration, etc. of Directors

i.

Process policy of determining remuneration, etc. of individual Board Directors
At the Board of Directors meeting held on December 9, 2022, it resolved the following policy for determining the content
of individual remuneration, etc. of Directors (excluding Directors who are members of the Audit Committee). The Company
consulted the Remuneration Advisory Committee, which is composed mainly of independent Outside Directors, regarding
the details of the resolution, and obtained its report for approval.
The Board of Directors has also confirmed that the decision on the details of remuneration and other compensation for
individual Directors for the fiscal year under review are consistent with the determination policy approved by the Board of
Directors and that the report from the Remuneration Advisory Committee has been respected, and the Board of Directors
has determined that such decisions are in line with the determination policy.
The amount of remuneration for each individual Director who is a member of the Audit and Supervisory Committee isdetermined through discussions among the Audit and Supervisory Committee members.
Details concerning the determination of the amount of remuneration, etc. of Directors or the method of calculation
thereof and the method of determination are as follows.

(1) Basic Policy
The remuneration, etc. of the Company's Directors (excluding Directors who are members of the Audit Committee) shallconsist of a basic remuneration as fixed remuneration and performance-linked remuneration (both shall be monetary
remuneration). Remuneration, etc. for the Company's Directors (excluding Directors who are members of the Audit
Committee) shall consist of base remuneration as fixed remuneration and performance-linked remuneration (both ofwhich shall be monetary remuneration) and shall be determined within the maximum amount of remuneration approvedat the Annual General Meeting of Shareholders. Remuneration for Outside Directors shall be limited to base remuneration
only.
(2) Policy on Determination of Details and Amount of Base Remuneration, etc.
Basic remuneration shall be within the amount determined in consideration of position, grade, role, etc.

34

(3) Policy on Determination of Performance-Linked Remuneration, etc.
Performance-linked remuneration shall be determined based on a certain percentage of operating income for each fiscal
year and shall be paid to Directors in charge of business execution, taking into consideration their performance and level ofcontribution during the relevant fiscal year.
(4) Policy on Other Remuneration
If other non-monetary remuneration, etc., is to be paid, the Board of Directors shall determine the details, calculation
method, etc., in accordance with applicable laws and regulations.

ii.

Matters concerning the resolution of the Annual General Meeting of Shareholders regarding
remuneration of Directors
The annual aggregate remuneration of Board Directors of the Company was approved at ¥800 million (of which, up to
30 million yen per year allocated to Outside Directors) by the resolution at the 20th Annual General Meeting of
Shareholders held on December 15, 2017. However, at the 24th Annual General Meeting of Shareholders held on
December 10, 2021, the amount of remuneration for Outside Directors (excluding Directors who are members of the
Audit and Supervisory Committee) was revised from 30 million yen per year to 60 million yen per year, taking into
consideration the future increase in the number of Outside Directors, the increased role required of Outside Directors,
and various circumstances such as the economic situation. The number of Directors as of the close of this Annual
General Meeting of Shareholders is eight (8), consisting of five (5) Directors excluding Directors serving on the Audit
and Supervisory Committee, (including two (2) Outside Director) and three (3) Directors serving on the Audit
Committee (including two (2) Outside Directors).
At the 25th Annual General Meeting of Shareholders held on December 9, 2022, a resolution was approved to issue up
to 1,352 stock acquisition rights as stock options to Directors (excluding Outside Directors and Directors who aremembers of the Audit and Supervisory Committee). The number of Directors as of the close of this Annual General
Meeting of Shareholders is three (3) directors (excluding Outside Directors and Directors who are members of the
Audit and Supervisory Committee).

35

iii. Total amount of remuneration of Directors
Classification

Number ofrecipients

Amount of
remuneration

Subtotals for each type of remuneration (¥million)Monetary
remuneration

Stock options

Director who is NOT
the Audit andSupervisory
Committee members(Outside)5(2)

293 million yen(36 million yen)

200 million yen(35 million yen)

93 million yen(1 million yen)

Director who IS the
Audit and Supervisory
Committee members(Outside)3(2)

19 million yen(8 million yen)

19 million yen(8 million yen)-

Total (Outside)8(4)

312 million yen(44 million yen)

219 million yen(43 million yen)

93 million yen(1 million yen)

Note: Of the monetary compensation, performance-linked remuneration is 0 yen.

36

•

Matters Related to Outside Directorsi.

Relationship between the Company and important concurrent positions.
Important Concurrent Positions•

Relationship with the Company

Kozo Takaoka(Director)

CEO of K & Co. K.K. and KT Digital K.K.

No special stake

Masao Horiuchi(Director, Audit and Supervisory Committee
member)Full-time Auditor of USEN-NEXT HOLDINGS Co., Ltd.

No special stake

Tomomi Nakamura(Director, Audit and Supervisory Committee
member)Lawyer at Nagaishi Law Office

No special stake

Outline of Directors and Officers Liability Insurance Agreement
The Company has a liability insurance agreement in effect with an insurance company for Directors (including
members of the Audit and Supervisory Committee), executive officers, employees of the Company as well as Directors,
auditors, executive officers and employees of subsidiaries as insureds at the Company's premium, as stipulated in
Article 430, Paragraph 3 of the Companies Act. The Company covers the liability for those insured of the legal dispute
fees and compensation for damages, etc., arising from company lawsuits.

37

Major Activities in This Fiscal Year
Name

Status of Attending and Statement

Koichi Nakamura(Director)

Koichi Nakamura attended 13 of 13 board meetings which were held in this fiscal year. He gives
practical and objective advice and suggestion about corporate management, human resource
strategy, and M&A based on his considerable experience and knowledge. In addition, as a memberof the voluntary Nomination and Compensation Advisory Committee, he provides opinions from an
independent and objective standpoint and plays an important role with consulting the Board of
Directors.

Kozo Takaoka(Director)

Kozo Takaoka attended 13 of 13 meetings of the Board of Directors held during the fiscal year. He
provides broad and accurate supervision and advice to the Board of Directors based on his
extensive experience, achievements and high level of insight in corporate management, marketingand global strategy in Japan and overseas by his independent standpoint. As a member of thevoluntary Nomination and Compensation Advisory Committee, he provides objective opinions froman independent standpoint and plays an important role in advising the Board of Directors.

Masao Horiuchi(Director, Audit and Supervisory
Committee member)

Masao Horiuchi attended 13 of 13 board meetings, as well as 13 of 13 Audit and Supervisory
Committee meetings that were held in this fiscal year. He mainly advises and suggests about finance,accounting, tax and internal control based on his considerable experience and knowledge. In
addition, as the chairman of the voluntary Nomination and Compensation Advisory Committee, heleads the committee to ensure objective discussions from an independent standpoint and plays animportant role with advising the Board of Directors.

Tomomi Nakamura(Director, Audit and Supervisory
Committee member)Tomomi Nakamura attended 13 of 13 board meetings, as well as 13 of 13 Audit and Supervisory
Committee meetings. He mainly advises and gives recommendations based on his broad expertiseand knowledge regarding various laws and regulations. In addition, as a member of the voluntary
Nomination and Compensation Advisory Committee, he provides opinions from an independentand objective standpoint and plays an important role with consulting the Board of Directors.

38Consolidated Financial Statements
Please refer to the Company’s website for the relevant information.
5-Year Results
Income Statements, Balance Sheets, Cash Flows

END
39