The

26th Annual General Meeting of Shareholders

Notice of Convocation
Date
September 27, 2022 (Tuesday)
10:00 a.m. (doors open at 9:30 a.m.)Place
1-3-2, Otemachi, Chiyoda-ku, TOKYO
Keidanren Hall, 2F, Keidanren Kaikan
Matters to be resolved
Proposal 1
Proposal 2
Proposal 3
Proposal 4
Proposal 5
Proposal 6

Appropriation of surplus
Partial amendment to the Articles of Incorporation
Election of four Directors (excluding Directors who are members of Audit
Committee)
Election of Three Directors as members of Audit Committee
To set the amount of remuneration for directors (excluding directors who aremembers of the Audit Committee) and to determine remuneration related toperformance-linked stock compensation
To set the amount of remuneration for directors who are members of the Audit
Committee
AVANT Corporation (Security code: 3836)

This is an unofficial translation. In case of any difference in meaning between the original Japanese text and the English translation,
Japanese text shall prevail.

To Our Shareholders
We would like to thank our shareholders for their continued
understanding and support of our company. We hereby present the
Notice of the 26th Ordinary General Meeting of Shareholders.
Founded in May 1997 as DIVA Corporation, we began bydeveloping a system to produce consolidated accounting information,
the basic language for companies to interact with their stakeholders,and as of May 2022, we celebrate our 25th anniversary. We would liketo thank our shareholders for their support of the Group's development
to date.
The idea that "a company is a public institution of society" is the starting point of my businessfoundation.
If a company is a public institution, we would like to contribute to society by helping many companies
improve their "public power" using IT. This is the basic philosophy of the Avant Group, which iscelebrating its 25th anniversary.
What does it mean to improve the power of public institutions? The first is to determine thecompany's public power based on a variety of information, including financial as well as non-financial
information, and to put a value on it. I call it "pricing". The other is "dialogue". By improving thequality of our creative dialogue with various stakeholders, we will hone our ability to identify andsolve problems for the company's growth, and improve our public organ capabilities. This is theessence of "Spreading Accountability" that the Avant Group has been promoting, or to put it simply,"management DX.
In order to become a group that contributes to the enhancement of corporate value through"Management DX," it is necessary to shift to a new organizational and governance structure. We ask
for the understanding and support of our shareholders regarding our reorganization and transition to acompany with an Audit Committee. On October 1, we will launch the New Avant Corporation Group.
New Diva will be responsible for the "Consolidated Financial Disclosure DX" to promote creative
disclosure. New Avant for "Management Information DX" to visualize corporate value. New Zeal is
responsible for "DX of data utilization infrastructure" to accelerate data-driven management. These
three companies aim to accelerate the growth of existing businesses and create new growth businesses.
We would like to ask our shareholders to take care of their health and to continue to support the
Avant Group.
Tetsuji Morikawa,
President and Group CEO,Avant Corporation-2-

Avant Group’s Philosophy and Materiality
Based on the corporate philosophy of "creating a company that will last 100 years," allmember of the Avant Group is striving to realize its founding mission of "spreading
accountability." Our goal is to "Be Global". Our goal is to "Be Global," We will evolve into aworld-class software company and contribute to the development of society and theeconomy.

While pursuing growth opportunities in Japan,
the Group aims to establish itself as a worldclass software company, using world-classSaaS companies as benchmarks.

＜VISION＞

Be Global～A World-class Software Company～＜MISSION＞

Spreading Accountability～Transforming management information into a map of the future～＜企業理念＞＜PHILOSOPHY＞

100年企業の創造

A 100-year
Company～価値創造に全員が燃える会社～～A company where everyone is passionate
about value creation ～

OPEN

VALUE

STRETCH

Values that support our corporate philosophy

Our group's corporate mission is to build amanagement
information
systemthatenablesmany
companies
tocreatesustainable corporate value for the future byrealizing the "spreading accountability" and, byextension, to spread "best management"
widely throughout society.
The Group's corporate philosophy is to be acompany that lasts 100 years as a result of allitsmembers
being
passionate
about
providing value to society in a free andcreative manner, passing on its transparency
and management philosophy as a public
institution from generation to generation.
The following values are important to theemployees of our group.
OPEN: Based on an open spirit
VALUE: Foster a passion for value creation
STRETCH: Challenge to be the best

ー Materiality (Strategy) of Avant Group ー

Be a software company that helps increase corporate value◆ Background ◆Since its establishment, the Avant Group has been striving for the creation of high-quality management andemployment with the mission of “spreading accountability. In particular, in the field of consolidated accounting systems
that support consolidated management, the company has gained a high reputation in the market and has
demonstrated an overwhelming presence. On the other hand, the business environment surrounding companies haschanged drastically in recent years, and it has become important for management information to be used not
only for operations and disclosure obligations, but also to enhance corporate value.
The background to this is the expansion of ESG investment and society's demand for sustainable corporate
management; there is no future for the Avant Group without adapting to these changing needs, and we cannot be
useful to society and customers if we remain complacent about the status quo. To move to the next stage of growth,
the most important task of the Avant Group is to "become a software company that helps increase corporate
value.
◆ Strategic Approach ◆The target customers for the promotion of this materiality are "any company that is expected to increase its
corporate value. In response to these customers, we will shift the core business model of the Group to"software-based BPO that helps improve corporate value," and at the same time, we will develop killer softwarethat support numerous customers.
◆ Our Goal ◆The Avant Group aims to establish a world-class software business based on the concept of "Software as a BPO"
by addressing this materiality. In order to contribute to the enhancement of corporate value of many customers, it isessential to convert services into software. By promoting the “spreading accountability" and becoming an entitythat has an impact not only on corporate management but also on capital markets and society, we will take a big step
toward realizing our vision of "becoming a world-class software company.

-3-

Avant Group's Medium-Term Management Plan
What we aim for in our mid-term management plan
In September 2018, the Group formulated "BE GLOBAL 2023," a five-year medium-term
management plan through the fiscal year ending June 30, 2023, with the goal of "becoming a worldclass software company. Under the medium-term management plan "BE GLOBAL 2023," we are
pursuing business development based on three key strategies: (1) pursuing further sales growth andhigh profitability through the collective strength of the Group, (2) M&A to accelerate growth, and (3)changing our business model. As KPIs to measure progress, we have set targets for net sales, stock
sales ratio, operating income, sales growth rate + operating income ratio, ROE, and dividends.
Progress of Medium-Term Management Plan
Currently, "BE GLOBAL 2023" has approximately one year remaining. Looking back at progress todate, financial KPIs such as net sales, operating income, ROE, and dividends are generally atachievable levels. In January 2021, we entered into a capital and business alliance with Metapraxis in
the U.K., making the company an equity-method affiliate. However, the transformation of the businessmodel has not yielded significant results, as the development of software, the axis of future growth,
has not been realized and the stock sales ratio is well below the target of 70%.

FY19

FY20

FY21

FY22

ActualActualActualActualFY23
TargetNet Sales（¥B）

14.07

15.69

16.23

18.70

18～22

Recurring Sales
Ratios（%）

31.4

32.7

36.0

34.6

70

OP Income（¥B）

1.96

2.27

2.79

3.24

3.1～3.8

Sales Growth + OP
Margins（Pt）

30.2

26.0

20.7

32.6

40or more

ROE（%）

24.6

23.5

23.6

21.1

20or more

Dividends（¥）

7.5

9.0

11.0

13.0

15以上

For this reason, we began formulating the next medium-term management plan as early as the second
half of 2021. Together with the Group management strategy executive team, we started byreconfirming the Group's management philosophy and summarized what the Group should do torealize its vision as the Avant Group's materiality (see page 3). Through discussions by the Groupmanagement strategy executive team and the Board of Directors on specific measures to realize thismateriality, we have come to the conclusion that it would be effective to reorganize and implement
the acceleration of growth in existing businesses and the creation of new growth businesses in separateorganizations.
The outline of the reorganization is as follows DIVA CORPORATION will enter into an absorptiontype demerger agreement with FIELTE CORPORATION for the DivaSystem and related products
development business, and with ZEAL CORPORATION for the corporate performance management("CPM") for the system development business, respectively. DIVA CORPORATION will split its
DivaSystem and related product development business to FIERTE CORPORATION, which will takeover the CPM system development business of ZEAL CORPORATION, and further change its tradename to AVANT CORPORATION. FIERTE CORPORATION will take over the business of-4-

developing DivaSystem and related products from DIVA CORPORATION and change its name to
DIVA CORPORATION. The holding company overseeing the execution of the group's strategy,
AVANT CORPORATION will change its name to AVANT GROUP CORPORATION. Taking
advantage of this reorganization, we have also concluded that it is appropriate to shift to a company
with an audit committee system in order to realize prompt and decisive management decision-making
and execution under the appropriate supervision of the Board of Directors by enabling the Board of
Directors to broadly delegate its authority to make business execution decisions to the directors.

Avant(Present)
Group Governance Business

Software implementation consulting business specializing in consolidated accounting
and group management• Consolidated disclosure support system “DivaSystem”, “FBX”, “Dx-3”, etc. ①• Group management support systems “DivaSystem SMD”, “Compass”, “Empower”, etc. ②• Timely Disclosure Information Search Service ③

Internet Disclosure

DX Promotion
Business

Outsourcing Business
BPO business specializing in consolidated financial
statements and disclosure•
Non-consolidated and consolidated financial closing
operations BPO ④•
Cash Management Solution BPO ⑤

Diva

FierteZeal

Split ①

Split ⑧trade
namechangetrade
namechangeInherit ①

Internet Disclosure

Inherit ⑧

Diva

Consolidated accounting and disclosure software and BPO to support creative
disclosure•
Disclosure support system "DivaSystem", "FBX", "Dx-3", etc.
•
Non-consolidated and consolidated financial closing operations ④, cash management
solutions and other BPO ⑤.
•
Timely Disclosure Information Search Service ③(October 1)

SI business specializing in BI
and data utilization•
Data platform ⑥•
Business Intelligence ⑦
•
CPM ⑧

Avant

Zeal

Implementation and operation of management
content to help increase corporate value•
Group management support systems "DivaSystem
SMD", "Compass", "Empower" ②, CPM ⑧, etc.
•
System implementation consulting ⑨

Development and operation ofmanagement information DX
infrastructure•
Data platform ⑥•
Business Intelligence ⑦

Avant Group

Group companies are wholly owned
subsidiaries of the holding company

Direction of the Next Medium-Term Management Plan
The market environment surrounding each company is very favorable. Under the new organization,
we will improve profitability by increasing sales per existing customer and developing new customers
through strengthening existing products, developing new products, and providing new solutions.
Against this backdrop, in the next mid-term management plan, we aim to achieve at least 20% CAGR
in net sales, and in the second half of the mid-term management plan, we aim to achieve a combined
EBITDA margin (Growth and Profit Point, or GPP) of at least 40 points. We also aim to maintainROE at 20% or higher and increase DOE from the current 5% level to 8% as shareholder return.

-5-

Securities Code 3836
September 8, 2022

To All Shareholders

15-2, Konan 2-chome, Minato-ku, Tokyo
Avant Corporation
President and Group CEO Tetsuji Morikawa

NOTICE OF CONVOCATION OF THE 26 TH ANNUAL GENERAL MEETINGOF SHAREHOLDERS
Dear Sir or Madam,
We would like to express my sincere gratitude for your continued support.
Notice is hereby given that the 26th Ordinary General Meeting of Shareholders will be held as follows
In lieu of attending the meeting in person, you may exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders below andexercise your voting rights by 6:00 p.m. on September 26, 2022 (Monday) in accordance with the
instructions below.
Yours sincerelyNote
1. Date and time
2. Place
3. Agenda

Tuesday, September 27, 2022, 10:00 a.m. (Doors open at 9:30 a.m.)
Keidanren Hall, 2F, Keidanren Kaikan, 1-3-2 Otemachi, Chiyoda-ku, Tokyo(Please refer to the venue map at the end of this document.)

Matters to be reported 1.

2.

To report on the Business Report and Consolidated Financial
Statements for the 26th fiscal year (from July 1, 2021 to June 30, 2022)
and the Audit Reports of the Accounting Auditor and the Audit &Supervisory Board on the Consolidated Financial Statements
To report on the financial statements for the 26th fiscal year (from July
1, 2021 to June 30, 2022)

Matters to be approved
Proposal 1
Appropriation of surplus
Proposal 2
Partial amendment to the Articles of Incorporation
Proposal 3
Election of four Directors (excluding Directors who are members of Audit
Committee)
Proposal 4
Election of Three Directors as members of Audit Committee
Proposal 5
To set the amount of remuneration for directors (excluding directors who aremembers of the Audit Committee) and to determine remuneration related toperformance-linked stock compensation
Proposal 6
To set the amount of remuneration for directors who are members of the Audit
Committee-6-4. Caution regarding the 26th Ordinary General Meeting of Shareholders(1) Response to new coronavirus infection
The spread of the new coronavirus continues. Shareholders are urged to take actions to reduce therisk of infection, such as wearing masks when going out and refraining from going out when feelingunwell. The following actions are being taken with respect to the operation of this General Meetingof Shareholders.


Shareholders' questions will also be accepted in advance.



The live video of the General Meeting of Shareholders will
be distributed via the Internet.
After the meeting, a video of the meeting will be archived on
the Company's website.

Pleaseseetheinformation on page 8.

(2) Cautionary measures at the venue of the General Meeting
Please take your body temperature with a thermo camera and disinfect your hands with alcohol
sterilization spray when entering the general meeting venue. Admission will be denied to shareholders
who are confirmed to have a fever of 37.5 degrees Celsius or higher, or who are deemed to be in poor
health. The meeting venue is set up with a small number of seats (approximately 50) in order tomaintain social distance and to ensure the safety of shareholders who attend the meeting. Please notethat the number of visitors may be limited in order to ensure a sufficient amount of space between
shareholders.
If circumstances in the future lead to major changes in the operation of the General Meeting of
Shareholders, we will announce such changes on the website below.
https://www.avantcorp.com/(3) Disclosure via the Internet
The following matters are not included in the attachment to this Notice of Convocation because they
are posted on the Company's website on the Internet in accordance with laws and regulations andArticle 13 of the Articles of Incorporation.
https://www.avantcorp.com/
Matters relating to the company's shares, matters relating to the company's subscription rights toshares, accounting auditors, notes to consolidated financial statements, notes to non-consolidated
financial statements
Any amendments to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements will
be posted on the Company's website on the Internet (https://www.avantcorp.com/).
Ends

-7-

Information on accepting questions in advance via the Internet
For shareholders who are unable to attend the meeting, we have set up a dedicated website to receive
questions in advance via the Internet. Please enter the following URL on your computer or smartphoneor use the QR code to access the site and fill out the questions.
Website for accepting questions in advance:
https://krs.bz/diva/m/agm
Please note that questions will be accepted until Monday, September 26, 2022, at 6:00 p.m. (Japan
Standard Time). The secretariat will compile all questions received and answer them at the General
Meeting. Please note that we may not be able to answer all the questions we receive.
Information on Live Streaming of the General Meeting of Shareholders Video
If you wish to view the Annual General Meeting of Shareholders via the Internet, please access thefollowing website.
Website for live webcasts:
https://avantcorp.premium-yutaiclub.jp/
If you wish to watch the video, you will need to fill in the following fields.
Shareholder number (9 digits) on the enclosed voting form
Zip code (7 digits, excluding hyphens) of the address to which the order is being delivered
Information on archived distributionAfter the General Meeting of Shareholders, the video will bearchived on the Company's website.
https://www.avantcorp.com/ir/stocks/meetinghttps://www.avantgroup.com/ja/ir/stock/meeting (after October 1)[Notes]We recommend that you access the system earlier than the start time in order to enter your shareholder
number and zip code.
Depending on your device or communication environment, you may not be able to watch the program.
Communication and other charges for viewing the video will be borne by the shareholder.
Viewing the live webcast of this Shareholders' Meeting is not treated as attendance at the Shareholders'Meeting under the Companies Act, and no questions or motions may be asked or made under theCompanies Act. Shareholders who may have questions or motions to submit under the Corporate Law
are invited to attend the meeting at the venue. Please exercise your voting rights in writing or via theInternet in advance.

-8-Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
The appropriation of retained earnings is proposed as follows
The Company regards the payment of dividends from retained earnings as an important matter in
its shareholder return policy, and is oriented toward maintaining and improving the amount ofdividends in a stable manner without being greatly influenced by the business performance of eachfiscal year, focusing on indicators such as the dividend on equity (DOE) ratio.
The year-end dividend for the 26th fiscal year is proposed to be as follows, taking into consideration
the business results for the current fiscal year and future business development.
(1) Type of dividend assets: Cash
(2) Matters related to the allocation of dividend assets and the total amount thereof:
The amount of the dividend will be 13 yen per share of common stock of the Company.
In this case, the total dividend will be 489,092,539 yen.
(3) Effective date of distribution of surplus: September 28, 2022
Trends of Dividends per Share and Dividends on Equity

15 （yen）
10
5

6.0

7.5

9.0

11.0

13.0

0
Year ended Year ended Year ended
June 30,
June 30,
June 30,
2006
2007
2008
6.0
7.5
9.0

Year ended Year ended
June 30,
June 30,
2009
2010
11.0
13.0

Dividend per share (yen)Ratio of dividends to net
5.20%
5.27%
5.17%
5.18%
5.04%
assets(Reference) Average ofcompanies listed on the
2.86%
2.93%
2.93%
2.88%
3.18%
Tokyo Stock Exchange(Note) Dividend per share is adjusted for stock splits. The average ratio of dividends to net assets ofcompanies listed on the Tokyo Stock Exchange is the average of the 12-month period ending
June 30 for each period. Figures for the period ending June 2021 are restated from the 12month average through April to the 12-month average through June, while figures for theperiod ending June 2022 represent the 12-month average through April 2022.

-9-

Proposal 2: Partial amendment to the Articles of Incorporation
1. Reason for change
On June 22, 2022, the Company's Board of Directors approved a resolution regarding the Company's
policy to reorganize the Group. This reorganization is intended to reorganize the operations in charge
among group companies through an absorption-type company split agreement between consolidated
subsidiaries of the Company, and in order to change the trade name of each company, the Company
will change Article 1 (Trade Name) of the current Articles of Incorporation and establish
supplementary provisions regarding transitional measures in order to change the trade name of theCompany in charge of business management of group companies in accordance with this change.
In addition, we have come to the conclusion that this reorganization is an appropriate opportunity toshift to a company with Audit Committee in order to realize prompt and decisive management
decision-making and execution under the appropriate supervision of the Board of Directors byenabling the Board of Directors to broadly delegate its authority to make business execution decisions
to the directors. On August 17, 2022, the Board of Directors resolved to transition to a "company with
Audit Committee" subject to approval at the Ordinary General Meeting of Shareholders. In connection
with the transition to a company with Audit Committee, necessary changes will be made, including
the establishment of new provisions concerning the Audit Committee and Audit Committee members,
and the deletion of provisions concerning the Board of Corporate Auditors and Corporate Auditors.
In addition, with the enforcement on September 1 of this year of the amended provisions stipulated
in the proviso of Article 1 of the Supplementary Provisions of the "Law Partially Amending theCompanies Act" (Law No. 70 of 2027), a new provision was established to provide for electronic
provision of information that is the content of reference documents for the general meeting ofshareholders, etc. and to limit the scope of matters to be included in the documents to be delivered toshareholders who request delivery of documents.
2. Details of changes
The details of the change are as follows
Current Articles of Incorporation
Chapter 1 General Provisions(Trade name)
Article 1 The name of the Company shall beknown as 株 式 会 社 ア バ ン ト and in
English as AVANT CORPORATION.
Articles 2 to 4 (Articles omitted)
Chapter 3 General Meeting of Shareholders
Article 11 - Article 12 (Articles omitted)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, etc.)
Article 13 The Company may, in connection withthe convocation of a general meeting ofshareholders, be deemed to haveprovided to its shareholders information
concerning matters to be stated orindicated in the reference documents forthe general meeting of shareholders,business report, financial statements andconsolidated financial statements, by(Underlined parts indicate changes.)

Proposed change
Chapter 1 General Provisions(Trade name)
Article 1 The name of the Company shall beknown as 株式会社アバントグループ andin English as AVANT GROUPCORPORATION.
Article 2 - Article 4 (unchanged)
Chapter 3 General Meeting of Shareholders
Article 11 - Article 12 (unchanged)(Deleted)-10-

disclosing such information by means of
the Internet in accordance with theapplicable Ordinance of the Ministry ofJustice.
(Electronic provisioning measures, etc.)
Article 13 The Company shall, at the time of
convening a general meeting ofshareholders, take measures to provide
electronically the information that is thecontents of the reference documents forthe general meeting of shareholders, etc.
2 The Company may not include all or partof the matters for which electronic
provision measures are taken, which areprovided for in the applicable Ordinanceof the Ministry of Justice, in the
document to be delivered to shareholders
who have made a request for delivery of
documents by the Record Date for
Voting Rights.

(Newly established)(Newly established)

Article 14 - Article 15 (Articles omitted)
Chapter 4 Directors and Board of Directors
Article 16 (Articles omitted)(Number of directors)
Article 17 The Company shall have no more thannine directors.
(Newly established)

Article 14 - Article 15 (unchanged)
Chapter 4 Directors and Board of Directors
Article 16 (unchanged)(Number of directors)
Article 17 The Company shall have no more thannine directors.
2 Of the directors set forth in the preceding
paragraph, the number of such directors
who are members of the Audit andSupervisory Committee shall not exceed
five.

(Method of Election of Directors)
Article 18 Directors of the Company shall beelected by a resolution of a majority ofthe voting rights of the shareholders
present at a general meeting ofshareholders where the shareholders
holding one-third or more of the voting
rights of shareholders entitled to exercise
their voting rights are present.
No cumulative voting shall be used forthe election of directors.

(Method of Election of Directors)
Article 18 Directors of the Company,
distinguishing between those who aremembers of the Audit Committee andthose who are not, shall be elected by amajority of the votes of shareholders
present at a general meeting ofshareholders where shareholders holding
one-third or more of the voting rights ofshareholders entitled to exercise theirvoting rights are present.
No cumulative voting shall be used forthe election of directors.

(Term of office of directors)
Article 19 The term of office of Directors shall
expire at the conclusion of the ordinary
general meeting of shareholders relating
to the last one year after their election.

(Term of office of directors)
Article 19 The term of office of Directors shall
expire at the conclusion of the ordinary
general meeting of shareholders relating
to the last fiscal year ending within one
year after their election.
2 The term of office of Directors who aremembers of the Audit Committee shall(Newly established)-11-

(Newly established)(Executive Director)
Article 20 The Board of Directors shall elect the
President from among the Directors by
resolution of the Board of Directors, andif necessary, appoint a few Vice
Presidents, Senior Managing Directors
and Managing Directors respectively.

expire at the conclusion of the ordinary
general meeting of shareholders relating
to the last fiscal year ending within two
years after their election.
3 The term of office of a director who is amember of the Audit and Supervisory
Committee elected to fill a vacancy of adirector who retires before the expirationof his/her term of office shall expire
when the term of office of the retiring
director expires.
(Executive Director)
Article 20 The Board of Directors shall elect the
President from among the Directors who
are not members of the Audit Committee
by resolution of the Board of Directors
and if necessary, appoint a few Vice
Presidents, Senior Managing Directors
and Managing Directors respectively.

Article 21 - Article 22 (Articles omitted)(Notice of Board of Directors Meeting)
Article 23 Notice of a meeting of the Board of
Directors shall be given to each Director
and each Corporate Auditor at least threedays prior to the date of the meeting.
However, in case of emergency, thisperiod may be shortened.
Article 24 (Omission of Article)(Omission of resolution by the Board of Directors)
Article 25 The Company shall deem that a
resolution of the Board of Directors toapprove the matters to be resolved at a
meeting of the Board of Directors shallbe deemed to have been passed if all
directors agree in writing or byelectromagnetic record to such matters.
However, this provision shall not apply
if a corporate auditor objects.

Article 21 - Article 22 (unchanged)(Notice of Board of Directors Meeting)
Article 23 Notice of a meeting of the Board of
Directors shall be given to each Director
at least three days prior to the date of themeeting. However, in case of
emergency, this period may be
shortened.
Article 24 (unchanged)(Omission of resolution by the Board of Directors)
Article 25 The Company shall deem that a
resolution of the Board of Directors toapprove the matters to be resolved at a
meeting of the Board of Directors shallbe deemed to have been passed if all
directors agree in writing or byelectromagnetic record to such matters.

Article 26 (Omission of Article)

Article 26 (unchanged)(Delegation of Important Business Execution
Decisions)
Article 27 The Company may, pursuant to Article399-13, Paragraph 6 of the Companies
Act, delegate all or part of the decisionmaking authority for the execution ofimportant business affairs (excluding thematters listed in each item of Paragraph
5 of the same Article) to the Directors by
resolution of the Board of Directors.
Article 27 The Company may delegate
all or part of the decisions on theexecution of important business affairs(excluding the matters listed in each itemof Paragraph 5 of Article 399-13,
Paragraph 6 of the Companies Act) to(Newly established)-12-(Remuneration, etc. of Directors)
Article 27 Remuneration, etc. of Directors shall be
determined respectively by a resolutionof the General Meeting of Shareholders.

Article 28 (Articles omitted)
Chapter 5 Corporate Auditors and the Audit
and Supervisory Board(Establishment of Corporate Auditors and Audit
and Supervisory Board)
Article 29 The Company shall have Corporate
Auditors and an Audit and Supervisory
Board.
(Number of auditors)
Article 30 The Company shall have no more than
three corporate auditors.
(Method of Appointment of Corporate Auditors)
Article 31 Corporate auditors of the Company shallbe elected by a resolution of a majorityof the voting rights of the shareholders
present at a general meeting ofshareholders where the shareholders
holding one-third or more of the voting
rights of the shareholders entitled toexercise their voting rights are present.
(Term of Office of Corporate Auditors)
Article 32 The term of office of corporate auditors
shall expire at the close of the ordinary
general meeting of shareholders relating
to the last fiscal year ending within four
years after their election.
2 The term of office of a corporate auditor
elected to fill a vacancy left by acorporate auditor who retires before theexpiration of his/her term of office shallbe the same as the remaining term ofoffice of the retiring corporate auditor.
(Full-time Corporate Auditor)
Article 33 The Audit and Supervisory Board shallselect a full-time Corporate Auditor
from among the Corporate Auditors.
(Notice of Convocation of a Meeting of the Audit
and Supervisory Board)
Article 34 Notice of a meeting of the Audit andSupervisory Board shall be given to each
Corporate Auditor at least three days

the Directors by resolution of the Boardof Directors.
(Remuneration, etc. of Directors)
Article 28 Remuneration, etc. of Directors shall be
determined by a resolution of theGeneral Meeting of Shareholders
separately for Directors who aremembers of the Audit Committee and forall other Directors.
Article 29 (unchanged)
Chapter 5 Audit Committee(Establishment of Audit Committee)
Article 30 The Company shall have an Audit
Committee.

(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Notice of Convocation of Audit Committee
Meeting)
Article 31 Notice of a meeting of the Audit
Committee shall be given to each
Director who is a member of the Audit-13-

prior to the date of the meeting.
However, in case of emergency, thisperiod may be shortened.
(Newly established)(Method of resolution of the Audit andSupervisory Board)
Article 35 Except as otherwise provided by law,resolutions of the Audit and Supervisory
Board shall be adopted by a majority of
the Corporate Auditors.
(Rules of the Audit and Supervisory Board)
Article 36 Matters concerning the Audit andSupervisory Board shall be governed by
the Regulations of the Audit andSupervisory Board established by the
Audit and Supervisory Board in addition
to those provided by law or the Articles
of Incorporation.
(Remuneration, etc. of Corporate Auditors)
Article 37 Remuneration, etc. of corporate auditors
shall be determined by resolution of ageneral meeting of shareholders.
(Exemption of Corporate Auditors from Liability)
Article 38 The Company may, by resolution of theBoard of Directors, exempt any
Corporate Auditor (including former
Corporate Auditors) from liability fordamages under Article 423, Paragraph 1of the Companies Act up to the amountobtained by deducting the minimum
liability limit stipulated by laws andregulations from the amount of liability.
2 The Company may enter into an agreementwith Corporate Auditors to limit their
liability for compensation under Article
423, Paragraph 1 of the Companies Act,if the requirements stipulated by law are
met. However, the maximum amount ofliability based on such contract shall be
the minimum liability amount.
Chapter 6 Accounting Auditors
Articles 39 - 41 (Articles omitted)(Remuneration, etc. of Accounting Auditor)
Article 42 The remuneration, etc. of the
Accounting Auditor shall be determinedby the Representative Director with theCommittee at least three days prior to thedate of the meeting. However, in case of
emergency, this period may be
shortened.
2 The meeting of the Audit Committee may
be held without following theprocedures for convening a meeting if all
directors who are members of the Audit
Committee consent thereto.
(Method of Resolution of the Audit Committee)
Article 32 Resolutions of the Audit Committee
shall be adopted by a majority of thevotes of the Directors present at a
meeting where a majority of the
Directors who are members of the Audit
Committee and may participate in thevoting shall be present.
(Rules of the Audit Committee)
Article 33 Matters concerning the Audit
Committee shall be governed by theRegulations of the Audit Committee
established by the Audit Committee, in
addition to those provided by law or the
Articles of Incorporation.

(Deleted)(Deleted)(Deleted)

Chapter 6 Accounting Auditors
Articles 34-36 (unchanged)(Remuneration, etc. of Accounting Auditor)
Article 37 The remuneration, etc. of the
Accounting Auditor shall be determinedby the Representative Director with the-14-consent of the Audit and Supervisory
Board.
Chapter 7 Calculation
Articles 43-45 (Articles omitted)(Newly established)(Newly established)(Newly established)(Newly established)consent of the Audit Committee.
Chapter 7 Calculation
Articles 38 to 40 (unchanged)
Supplementary provisions(Transitional measures regarding exemption of
corporate auditors from liability)
Article 1 The Company may, pursuant to Article
426, Paragraph 1 of the Companies Act,
exempt corporate auditors (including
former corporate auditors) from liability
for damages for negligence of theirduties before the partial amendment to
the Articles of Incorporation approved atthe 26th Ordinary General Meeting of
Shareholders takes effect. The Company
may, to the extent permitted by law,
exemptany
Corporate
Auditor(including former Corporate Auditors)
from liability for damages due tonegligence of duties before the partial
amendment to the Articles ofIncorporation takes effect by a resolutionof the Board of Directors.
2 With respect to the agreement to limit
liability for damages due to negligenceof duties with respect to the acts ofCorporate Auditors (including former
Corporate Auditors) before the partial
amendment to the Articles ofIncorporation resolved at the 26th
Ordinary
GeneralMeetingof
Shareholders takes effect, the provisionsof Article 38, paragraph 2 of the said
Articles of Incorporation shall still
apply.
(Transitional measures regarding change of trade
name)Article 2 The change in Article 1 (Trade Name)
shall take effect on October 1, 2022. This
Article shall be deleted upon the
expiration of October 1, 2022. However,if the Board of Directors of theCompany, at a meeting to be held bySeptember 30, 2022, decides to set a
different date as the effective date, thenew date shall become effective as of the
newly determined date.
(Transitional measures concerning electronic
provisioning measures, etc.)
Article 3 Notwithstanding the provisions ofArticle 13 (Measures to be Provided
Electronically, etc.) of the Articles ofIncorporation after amendment byresolution of the 26th Ordinary General
Meeting of Shareholders, the Company-15-

will, on September 1, 2022 (hereinafterreferred to as "Enforcement Date"), thedate of enforcement of the amended
provisions prescribed in the proviso of
Article 1 of the Supplementary
Provisions of the Act to Amend theCompanies Act (Act No. 70 of 2049),
amend the Companies Act. Article 13(Internet Disclosure and Deemed
Provision of Reference Documents for
General Meeting of Shareholders, etc.)of the Articles of Incorporation prior to
the amendment by resolution of the said
Ordinary General Meeting of
Shareholders shall remain in force withrespect to the General Meeting of
Shareholders whose date is within six
months from the date of the said
meeting.
2 This Article shall be deleted after six
months from the effective date or threemonths from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-16-

Proposal 3: Election of Four Directors (excluding Directors who are members of Audit
Committee)
If Proposal 2, "Partial Amendments to the Articles of Incorporation," is approved and passed as
proposed, the Company will transition to a company with an Audit Committee, and pursuant to Article
332, Paragraph 7, Item 1 of the Companies Act, the terms of office of all five directors will expire
upon the effective date of the amendments to the Articles of Incorporation. Accordingly, the Company
proposes the election of four Directors (excluding Directors who are members of the Audit Committee.
The same applies hereinafter in this proposal).
This proposal will become effective on the condition that the transition to the Company with Audit
Committee System in Proposal 2, "Partial Amendments to the Articles of Incorporation," takes effect.
The nominees for the Board of Directors are as follows
Candidate
Number
1
2

Name
Tetsuji
Reappointment Morikawa
Naoyoshi
Reappointment Kasuga

Position in the Company

Attendance at Boardof Directors meetings

President and Representative Director 100%(14 out of 14)
Director

100%(14 out of 14)

3

Naohisa
Reappointment Fukutani

Director Outside Independent

100%(14 out of 14)

4

Reappointment Jon Robertson

Director Outside Independent Diversity

93%(13 out of 14)(Notes)There is no special interest between each director candidate and the Company.
Mr. Naohisa Fukutani and Mr. Jon Robertson are candidates for outside director. The Company has designated Mr. Naohisa Fukutani
and Mr. Jon Robertson as independent directors as stipulated by the Tokyo Stock Exchange and has notified the Exchange of suchdesignation.
3.
The Company has entered into a limited liability contract with Mr. Naohisa Fukutani and Mr. Jon Robertson pursuant to Article 427,
Paragraph 1 of the Companies Act. The maximum amount of liability for damages under such contracts is the minimum liability amountstipulated by law. If this proposal is approved and Mr. Naohisa Fukutani and Mr. Jon Robertson are reelected, the Company plans tocontinue the liability limitation agreement.
4.
The Company has concluded a directors' and officers' liability insurance contract with an insurance company as stipulated in Article
430-3, Paragraph 1 of the Companies Act. If this proposal is approved and each director nominee is elected and assumes office as adirector, each director will be insured under such insurance policy. The policy insures directors, audit committee members, executive
officers, and employees of the Company and its subsidiaries, and the premiums for all insureds are fully paid by the Company. The
policy will cover claims for damages, settlements, and costs of dispute arising out of the insured's performance of his/her duties during
the insurance period, but will not cover claims arising out of breach of trust, criminal acts, fraud, intentional violations, and insider
trading. However, claims arising from breach of trust, criminal acts, fraud, willful misconduct, insider trading, etc. are not covered by
the policy. The term of the directors' and officers' liability insurance policy is one year, and is scheduled to be renewed upon resolution
by the Board of Directors prior to the expiration of the said term.
1.
2.

-17-

Candidate Number 1

Tetsuji MORIKAWA

Reappointment

Date of birth: February 23, 1966 (age 56)
Tenure as director: 25 years
Attendance at Board of Directors meetings: 100% (14/14)
Number of the Company's shares held: 9,764,000 shares[Brief Personal History, Position and Responsibility at the Company]
April 1990
Joined Price Waterhouse Consultants, Inc.
May 1997
Founded the Company, President and Representative
Director (to present)[Significant concurrent positions]
October 2013
President and Representative Director,
Corporation
October 2013
CEO, DIVA CORPORATION OF AMERICA
March 2017
External Director, Kayak Co.

DIVA[Reasons for the appointment as a candidate for director]
As President and Representative Director since the founding of the Company in May 1997, he has
led the management of the Group for 25 years. Through the sale of its proprietary consolidated
accounting software package, the company has established itself as an infrastructure for providing avariety of management information, particularly financial information, and has demonstrated
leadership in diversifying its business through M&A and transitioning to a holding company structure.
Currently, we are driving measures to expand the stock business, which is the key to sustainablegrowth. We request your election for the further development of our group.
[To our shareholders]Create a world-class software company" to make workers happy. Business activities started with thisin mind, but did not reach a feasible level. In order to overcome this barrier, we decided to define newmateriality through creative conversations with various stakeholders and to move to a new governancestructure in conjunction with the restructuring of our business. We will now concentrate on making
arrangements and creating an environment in which our stakeholders believe that we can realize our"first ambitions.

-18-Candidate No. 2

Naoyoshi KASUGA

Reappointment

Date of birth May 13, 1963 (age 59)
Tenure as director 11 years
Attendance at Board of Directors meetings 100% (14/14)
Number of the Company's shares held 15,405 shares[Brief Personal History, Position and Responsibility at the Company]
April 1987
Joined Long-Term Credit Bank of Japan, Ltd.
August 1999
Joined New York Stock Exchange Asia Pacific Office
January 2005
Executive Officer, New York Stock Exchange
October 2010
Joined the Company
February 2011
General Manager, President's Office
September 2011 Director, in charge of Finance of the Company (topresent)
March 2021
External Director of Metapraxis Limited (to date)[Significant concurrent positions]
March 2021
External Director of Metapraxis Limited[Reasons for the appointment as a candidate for director]
He joined the firm in October 2010 after working at a commercial bank and the New York Stock
Exchange. Since September 2011, he has served as the Company's Director in charge of Finance andis currently the Group CFO, overseeing the Company's financial affairs based on his broad experienceand knowledge of management. We also ask for your appointment because of your outstanding
character and insight.
[To our shareholders]
In order to realize our group's materiality (= most important issue), "to become a software company
that helps increase corporate value," we will make effective use of the capital provided byshareholders, investors, and other stakeholders and accumulated through our business activities todate, and strive to increase our own medium- to long-term corporate value. We also aim to return the
results of our efforts to our various stakeholders, including our employees, who contribute to value
creation through their daily activities, as well as to the providers of capital.

-19-

Candidate No. 3

Naohisa FUKUTANIReappointment Outside Independent

Date of birth April 17, 1961 (age 61)
Tenure as Director 9 years
Attendance at Board of Directors meetings 100% (14/14)
Number of the Company's shares held 55,700 shares[Brief Personal History, Position and Responsibility at the Company]
April 1987
Joined Mitsui Bank, Ltd.
July 1999
U.S. Representative, DC Planning, Investment Banking,
Sakura Bank, New York
July 2001
Daiwa Securities SMBC Singapore Limited
Corporate Finance Asia Pacific
March 2005
Joined GCA Corporation (now Houlihan Lokey Co.,
Ltd.) Managing Director
September 2013 Director of the Company (to present)
July 2015
PricewaterhouseCoopers K.K.
(now PwC Advisory LLC)
Partner
July 2021
Senior Advisor of the same (to present)[Significant concurrent positions]
July 2021
Senior Advisor, PwC Advisory LLC[Reasons for nomination as candidates for outside directors and expected roles]
In addition to his experience in commercial and investment banking, his many years of experiencein managing independent M&A advisory firms and providing management guidance to a wide varietyof companies have provided him with valuable advice on formulating and executing management
strategies and strengthening governance, and he has also served as the largest independent outside
director and chairman of the Compensation Advisory Committee. He has also served as the firstindependent outside director and chairman of the Compensation Advisory Committee. We believe that
he will continue to contribute to the supervision of management and the strengthening of corporate
governance, and we respectfully request his continued appointment.
[To our shareholders]
The global situation is becoming increasingly chaotic and difficult to predict. As an outside director,
I will strive to realize the common interests of all stakeholders from various perspectives, including
finance, globalization, and governance, and to fulfill my role as a compass to support the management
team. As an outside director, I will strive to realize common benefits for all stakeholders from various
perspectives, including finance, globalization, and governance.

-20-

Candidate No. 4

Jon ROBERTSON

Reappointment Outside Independent Diversity

Date of birth October 29, 1968 (age 53)
Tenure on Board of Directors 2 years
Attendance at Board of Directors meetings 93% (13/14 meetings)
Number of the Company's shares held 0 shares[Brief Personal History, Position and Responsibility at the Company]
January 1994 Sales Manager, M3i Systems, Inc.
July 1996
Sales Director, SAP America, Inc.
July 1999
Managing Director, EMC Corporation
July 2002
Senior Director, Reuters K.K. (now Thomson Reuters
K.K.)
January 2004 EMC Corporation
January 2007 VMware, Inc.
Vice President, Customer Operations
January 2012

VMware Singapore Pte.
Vice President, General Manager for ASEAN
December 2014 Vice President, VMware, Inc.
March 2015
President and Representative Director, VMware, Inc.
September
Director of the Company (to present)
2020
March 2021
President, Snowflake Inc. for Asia Pacific and Japan (topresent)[Significant concurrent positions]
March 2021
President, Asia Pacific and Japan Region, Snowflake
Inc.
[Reasons for nomination as candidates for outside directors and expected roles]
He has 30 years of experience leading highly international organizations in Japan and the AsiaPacific region, and has excellent management, leadership, and communication skills. He has a deep
knowledge of the latest IT technologies, including the cloud-native field, and has demonstrated hisleadership skills with enthusiasm in the rapidly changing IT industry. We are seeking his continued
appointment in the expectation that he will contribute to the achievement of our vision BE GLOBAL
and our mid-term management plan to create corporate value through cloud computing.
[To our shareholders]I have been on the Avant board for two years and have been greatly impressed by the Avant Group's
focus on both customer satisfaction and results. We provide world-class technology solutions andservices to help our clients transition to digital transformation. Cloud computing is becoming
increasingly important in Japan, and we believe that the value of our relationships with our customers
will continue to increase as we maintain and strengthen our trust-based partnerships with them andevolve together. As a technology professional, I am deeply involved in these areas and will continue
to add value and increase the market presence of the Avant Group.

-21-

Proposal 4: Election of Three Directors as members of Audit Committee
If Proposal 2, "Partial Amendments to the Articles of Incorporation," is approved and passed as
proposed, the Company will transition to a company with an Audit Committee, and pursuant to Article
336, Paragraph 4, Item 2 of the Companies Act, the terms of office of all three corporate auditors will
expire upon the effective date of the amendments to the Articles of Incorporation. Accordingly, theCompany proposes the election of three Directors who are Audit Committee Members (hereinafterreferred to as "Audit Committee Members. The same shall apply hereinafter in this Proposal).
The Audit & Supervisory Board has also consented to the submission of this proposal. This proposal
will become effective on the condition that the amendments to the Articles of Incorporation in Proposal
2, "Partial Amendments to the Articles of Incorporation," take effect.
The candidates for Audit Committee members are as follows
Candidate
Number

1

Name

New

Tsuyoshi Noshiro

Position in the Company

Corporate Auditor

Attendance atBoard of Directors
and Audit &Supervisory Board
Board Meeting
100%.(14 out of 14)

Audit Board

100%.(18 out of 18)

Board Meeting

2

New

Chie Goto

AuditorOutsideIndependentDiversity

100%.(11 out of 11)

Audit Board

100%.(14 out of 14)

3

1.
2.
3.

4.

New

Makoto Nakano- OutsideIndependent(Notes)-There is no special interest between each candidate and the Company.
Chie Goto and Makoto Nakano are candidates for outside director. The Company has designated Ms. Chie Goto and Mr. Makoto Nakano
as independent directors as stipulated by the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
The Company has entered into a limited liability contract with Mr. Tsuyoshi Noshiro and Ms. Chie Goto pursuant to Article 427,
Paragraph 1 of the Companies Act. The maximum amount of liability for damages under such contracts is the minimum liability amountstipulated by law. If this proposal is approved and Mr. Tsuyoshi Noshiro and Ms. Chie Goto are elected, the Company plans to continue
the liability limitation agreement. If this proposal is approved and Makoto Nakano is elected as a member of the Audit Committee, theCompany plans to enter into a similar liability limitation agreement with him.
The Company has concluded a directors' and officers' liability insurance contract with an insurance company as stipulated in Article
430-3, Paragraph 1 of the Companies Act. If this proposal is approved and each candidate is elected and assumes office as a member ofthe Audit Committee, each Audit Committee member will be an insured under the relevant insurance policy. The policy insures directors,
audit committee members, executive officers, and employees of the Company and its subsidiaries, and the premiums for all insureds
are fully paid by the Company. The policy will cover claims for damages, settlements, and costs of dispute arising out of the insured's
performance of his/her duties during the insurance period, but will not cover claims arising out of breach of trust, criminal acts, fraud,intentional violations, and insider trading. However, claims arising from breach of trust, criminal acts, fraud, willful misconduct, insider
trading, etc. are not covered by the policy. The term of the directors' and officers' liability insurance policy is one year, and is scheduled
to be renewed upon resolution by the Board of Directors prior to the expiration of the said term.

-22-

Candidate Number 1

Tsuyoshi NOSHIRONew

Date of birth January 6, 1961 (age 61)
Tenure as Auditor 11 years
Attendance at Board of Directors meetings 100% (14/14)
Attendance at meetings of the Board of Corporate Auditors 100% (18/18
times)
Number of the Company's shares held 1,868,800 shares[Brief Personal History, Position and Responsibility at the Company]
October 1985
Joined Aoyama Audit Corporation
April 1989
Registered as a Certified Public Accountant
July 1989
Joined Sanyo Finance Co.
February 1998
Joined the Company
June 2000
General Manager, Administration Division
September 2001 Director, in charge of Finance of the Company
September 2011 Corporate Auditor of the Company(to present)[Significant concurrent positions]
None[Reasons for the appointment of the candidate as a member of the Audit Committee]
After gaining experience as a certified public accountant at an auditing firm and a securities-affiliatedventure capital firm, he joined the firm in February 1998. Since then, he has served as General Managerof the Administration Division and as Director and Treasurer of the Company since 2001, and has
been a full-time auditor since September 2011. At meetings of the Board of Directors and the Boardof Corporate Auditors, based on his deep understanding of the Company's business operations, heprovides useful opinions as a non-executive full-time director, focusing on legal, accounting,governance, human resources, and other perspectives.
[To our shareholders]
In January 1998, at our first meeting, I agreed with Representative Director and Group CEO
Morikawa's assertion that "the company is public, not the personal property of the founder," and 25
years have passed since then. This assertion is now expressed in the "Basic Corporate Governance
Policy" as "The company is a 'public institution' of society.
At this Ordinary General Meeting of Shareholders, we are proposing to our shareholders thetransition to a company with an Audit Committee as part of our efforts to strengthen governance. I
would like to contribute to the creation of a 100-year company through the transition from a board ofauditors with a strong personal touch to an audit committee that focuses on systematic audits, and bycommunicating my views on what should be the topics of discussion at board meetings as a director
who is a member of the audit committee.

-23-

Candidate No. 2

Chie GOTO

New

Outside Independent Diversity

Date of birth November 30, 1958 (age 63)
Tenure as Auditor 1 year
Attendance at Board of Directors meetings 100% (11/11 times)
Attendance at meetings of the Board of Corporate Auditors 100% (14/14
times)
Number of the Company's shares held 0 shares[Brief Personal History, Position and Responsibility at the Company]
April 1984
Joined Société World Inc.
April 1988
Joined Tokyo Student Career Information Center Co.
September 1994 Joined Yamada & Partners Accounting Office
October 2006
Registered as a lawyer and joined Sakura Kyodo Law
OfficeRegistered as a Certified Public Accountant
January 2011
Partner, Sakura Kyodo Law Office(to present)
September 2021 Corporate Auditor of the Company(to present)[Significant concurrent positions]January 2011
Partner, Sakura Kyodo Law Office[Reasons for the appointment of the candidate as a member of the Audit Committee and the expectedrole]
In addition to his work experience at general business companies, he is a licensed attorney andcertified public accountant and has been involved in various companies as a legal and financial
accounting expert, including M&A, tax compliance, and harassment cases. He is currently fulfilling
his responsibilities as an outside corporate auditor of the Company, and we believe that he willcontinue to provide useful advice in the process of management judgment and decision-making as amember of the Audit Committee, utilizing his extensive knowledge as a legal and accounting expert
in the Company, thereby strengthening the functions of the Board of Directors of the Company.
[To our shareholders]
Avant is undergoing a major transformation as an organization, including a change in the Group'sbusiness structure and a change in the company's institutional design to a company with an Audit
Committee. In this period of organizational change at Avant, I will strive to strengthen corporate
governance by auditing and advising on the legality and appropriateness of overall management froman independent standpoint by utilizing my professional knowledge of law and accounting and from amultifaceted perspective with respect to business execution, thereby contributing to the maintenanceand improvement of transparency and soundness of management of Avant, as expected by ourshareholders. We will strive to strengthen corporate governance and contribute to maintaining andimproving the transparency and soundness of avant's management, which is expected by ourshareholders.
(Note) As Ms. Chie Goto assumed the position of Corporate Auditor at the 25th Ordinary General Meeting of Shareholders held on September
28, 2021, the attendance after that date is shown.

-24-

Candidate No. 3

Makoto NAKANO

New

Outside Independent

Date of birth January 14, 1968 (age 54)
Years on Board of Directors - years
Attendance at Board of Directors meetings -% (- times / - times)
Number of the Company's shares held 0 shares[Brief Personal History, Position and Responsibility at the Company]
April 1995
Full-time Lecturer, Faculty of Commerce, Yokohama
City University
April 1996
Associate Professor, Faculty of Commerce, Yokohama
City University
April 2001
Associate Professor, Graduate School of International
Corporate Strategy, Hitotsubashi University
April 2007
Associate Professor, Graduate School of Commerce,
Hitotsubashi University
April 2009
Professor, Graduate School of Commerce, Hitotsubashi
University
April 2018
Professor, Graduate School of Business Administration,
Hitotsubashi University (to present)[Significant concurrent positions]
April 2018
Professor, Graduate School of Business Administration,
Hitotsubashi University (to present)
January 2021
Vice President, International Association for Accounting
Education & Research (IAAER) (to present)[Reasons for the appointment of the candidate as a member of the Audit Committee and the expectedrole of the candidate]
He has deep knowledge in a wide range of fields, including business administration, accounting, andcorporate finance, and has established a broad research network in both business and academic fields
on the theme of corporate value, which is also our materiality. He has conducted numerous financial
and corporate value training programs for senior management of listed companies, and we believe that
he is capable of appropriately performing his duties as an outside director of the Company as a memberof the Audit Committee. In addition to advising us on how to improve the corporate value of ourcompany and our clients, we expect him to play an active role in the development of our next
generation management team.
[To our shareholders]
Our company has been in business for 25 years. The next phase will be 25 years of growth. Under
the mission of "popularizing management information," we must refine our management resources
and human capital, which are the source of our sustainable competitive advantage, evolve our businessportfolio, execute superior capital allocation, and run on a growth trajectory. To this end, as an outside
director, I would like to contribute to the enhancement of corporate value from a governance
perspective.

-25-

Proposal 5: Establishment of Remuneration Amounts for Directors (Excluding Directors who
are members of Audit Committee) and Determination of Remuneration in Relation to
Performance-Linked Stock Compensation
Remuneration for the Company's directors (excluding directors who are members of the Audit
Committee. The same shall apply hereinafter in this Proposal) is divided into two categories: fixed
remuneration (fixed periodic remuneration of the same amount) and performance-linked remuneration.
Of this amount, the fixed remuneration (regular remuneration) was approved at the 5th Ordinary
General Meeting of Shareholders held on September 27, 2001, with an annual limit of 150,000
thousand yen. The performance-linked remuneration consists of (1) a bonus linked to businessperformance, etc. for each fiscal year as short-term performance-linked remuneration (The maximum
annual amount of 41,250 thousand yen per eligible director was approved at the 18th Ordinary General
Meeting of Shareholders held on September 25, 2014.) and (2) stock-based remuneration based on theperformance share unit system (the "current system") linked to changes in indices over the subject
three-year period as medium- to long-term performance-linked remuneration.
The introduction of short-term performance-linked remuneration was approved at the 11th Ordinary
General Meeting of Shareholders held on September 26, 2007, and the maximum amount per director
was approved at the 18th Ordinary General Meeting of Shareholders held on September 25, 2014. The
maximum annual amount of 41,250 thousand yen per director was approved at the 18th Ordinary
General Meeting of Shareholders held on September 25, 2014. The medium- to long-term
performance-linked remuneration is a stock-based remuneration in which common shares of theCompany are delivered (At the 22nd Ordinary General Meeting of Shareholders held on September
19, 2018, it was approved that the amount of monetary compensation receivable to be paid under thecurrent plan shall not exceed 100,000 thousand yen per year, and the number of shares to be deliveredby the Company to Directors, excluding Outside Directors, under the current plan shall not exceed
60,000 shares per Director per year and a total of 100,000 shares per year for all Directors), with theaim of providing Directors with incentives to enhance the Company's corporate value over the longer
term and to promote further value sharing between Directors and shareholders.
Since outside directors are independent from the execution of business, performance-linked
remuneration is not applied to them, and the above fixed remuneration is paid to them.
If Proposal 2, "Partial Amendments to the Articles of Incorporation," is approved as proposed, theCompany will transition to a company with an Audit Committee. Accordingly, the Company proposesthat the remuneration of the Company's Directors be as follows Taking into consideration the recent
economic situation and other various circumstances, we believe that the details of these remunerations,etc., are the same as the current remunerations, etc., of directors and that the contents of this proposal
are appropriate.
The current number of Directors is five (including three Outside Directors), but if Proposal 2 "Partial
Amendments to the Articles of Incorporation" and Proposal 3 "Election of four Directors (excluding
Directors who are members of the Audit Committee)" are approved as proposed, the number of
Directors (excluding Directors who are members of the Audit Committee) will be four (including two
Outside Directors).
This proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal 2, "Partial Amendments to the Articles of Incorporation," take effect.
In addition, if this proposal is approved, the Board of Directors will make the necessary revisions to
the policy for determining the content of individual director compensation at a meeting following theconclusion of this General Meeting of Shareholders, consistent with the details approved by the Boardof Directors.

-26-

1 Fixed remuneration (fixed periodic remuneration)
The annual amount of fixed remuneration for Directors is proposed to be no more than 150,000
thousand yen (not including the employee's salary for Directors who concurrently serve as employees).
The specific amount and timing of payment to each Director will be determined by a resolution of theBoard of Directors.
2 Performance-linked compensation(1) Short-term performance-linked compensation
The annual amount per director (excluding outside directors) is proposed to be 41,250 thousand yenor less. The specific amount and timing of payment to each Director will be determined by a resolutionof the Board of Directors.
(2) Medium-term performance-linked compensation
This is a performance-linked stock compensation plan under which the Company's directors(excluding Outside Directors. (Excluding Outside Directors, hereinafter referred to as "Subject
Directors") are to be paid a number of shares of the Company's common stock calculated in accordancewith the Company's stock growth rate during the subject period ("Target Period". The initial Target
Period will be from September 2021 to September 2024, and thereafter, the Target Period will be from
September of each year until September of the third year after that), which is three years from themonth that includes the date of each year's Ordinary General Meeting of Shareholders.
Specifically, the Company will pay monetary compensation claims to the subject directors after theend of the subject period in accordance with the calculation method set forth below, and upon theissuance of shares or disposal of treasury stock by the Company, the Company will have all of themonetary compensation claims contributed in kind and deliver shares of the Company (see Note 1).
Remuneration related to monetary compensation claims to be paid under this plan will be newly paid
separately from the compensation limits in 1 and 2 (1) above, and the amount of such monetarycompensation claims will be limited to 100,000,000 yen per year. The number of shares to be deliveredby the Company to eligible directors under this plan shall be no more than 60,000 shares per director
per year and no more than 100,000 shares in total per year for all directors (Note 2.).
（Note 1)

(Note 2)

However, in the event of the subject director's retirement due to death during the subject period, the remuneration will be delivered
within one month from the date of such retirement or other date determined by the Board of Directors of the Company, and themonetary compensation claims will not be contributed in kind, but will be delivered in cash to the successor heirs of the subject
director. In the event of the death of an eligible director during the period, the compensation shall be delivered within one monthfrom the date of such retirement or other date determined by the Board of Directors. In addition, during the Reorganization Period,
the Company may be subject to a merger agreement in which the Company becomes a defunct company, a share exchange
agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, an incorporation-type company split
plan or absorption-type company split agreement in which the Company becomes a split company (limited to a split-type company
split), a reverse stock split in which the Company becomes controlled by certain shareholders, the acquisition of class shares subject
to wholly call, a request for sale of shares, or other acts of reorganization (the "Reorganization, etc."). (However, this is limited tocases where the effective date of the Reorganization, etc. is scheduled to fall prior to the date of delivery of shares under the Plan).
In this case, the remuneration will be delivered within one month from the date of such approval, and will be paid in cash to thesubject director without any contribution in kind of monetary remuneration claims.
However, if the total number of shares issued by the Company increases or decreases due to a reverse stock split or stock
consolidation (Including gratis allotment of shares. The same shall apply hereinafter to the description of stock splits), the maximum
number of shares shall be reasonably adjusted in accordance with such ratio.

The specific timing and details of the payment to each eligible director will be determined by the
Board of Directors, which has been delegated this authority by the resolution of this General Meetingof Shareholders.
<Method of calculating the amount of monetary remuneration under the Plan, etc.>(1) Method of calculating the amount of monetary compensation
The amount (Monetary compensation claims) to be granted to each eligible director will be calculated
by multiplying the cash amount to be granted to each eligible director by an amount determined by
the Board of Directors of the Company to the extent not particularly favorable to the eligible directors
based on the closing price of the Company's common stock on the Tokyo Stock Exchange on thebusiness day (If no trade is executed on the same day, the closing price of the most recent trading day-27-

prior to that day.) preceding the resolution of the Board of Directors meeting to determine the issuanceof shares ("Number of Shares Delivered") for such delivery or disposal of treasury stock, to be held
within two months after the end of the subject period. (Note 3, Note 4)(Note 3)(Note 4)

However, if the simple average of the closing price of the Company's common stock on the Tokyo Stock Exchange in the monthending the subject period (September of the third year) is less than the simple average of the closing price of the Company's
common stock on the Tokyo Stock Exchange in the month beginning the subject period (September of the current year), nomonetary compensation claims will be paid under this plan to the subject director for the relevant subject period and the Company
shares will not be delivered.
Provided, however, that if the subject director retires due to death during the subject period, the closing price of the Company's
common stock on the date of such subject director's retirement (or the closing price of the most recent trading day preceding suchdate if no trading took place on such date) shall be multiplied. If, during the subject period, the Company's shareholders (in cases
where approval by a general meeting of the Company's shareholders is not required for such Reorganization, etc., the Board of
Directors of the Company) approve matters relating to the Reorganization, etc., the closing price of the Company's common stockon the date of such approval (or the closing price of the immediately preceding trading day if no transaction was effected on thatday) will be multiplied by the closing price of the Company's common stock on the date of such approval. In any case, if the amountof money calculated as a result of the calculation exceeds 100 million yen for each subject period, the amount of money to bedelivered shall be 100 million yen for each subject period.

The number of shares of common stock of the Company to be delivered to each eligible director after
the end of the subject period under the Plan shall be determined by multiplying (i) the number of shares
determined by the Board of Directors of the Company (the "Base Number of Shares to be Delivered")
The Company's stock growth rate is calculated by dividing the Company's TSR (Total Shareholder
Return) during the subject period by the growth rate of the Tokyo Stock Exchange Stock Price Index("TOPIX") during the subject period. The Company's stock growth rate is calculated by dividing theCompany's Total Shareholder Return (TSR) during the period by the growth rate of the Tokyo Stock
Exchange Stock Price Index (TOPIX) during the period.
Specifically, the following formula will be used for calculation. However, reasonable adjustments
will be made in accordance with the ratio of the tenure of the subject director to the subject period andother factors. In the event of a stock split or reverse stock split of the Company's common stock orother events necessitating adjustment of the following calculation items after the date of approval ofthis proposal, such items will be adjusted to a reasonable extent.
<Calculation Formula>
Number of shares issued= Standard number of shares to be delivered × Percentage of shares to be delivered
Standard Number of Shares to
To be determined by the Company's Board of Directors
be Delivered
Percentage
ofshares(1)If our stock growth rate is less than 100%:0%delivered(2)If our stock growth rate is between 100% and 112%: 33% x (our stock growth rate - 100%) / 12%(3)If our stock growth rate is between 112% and 150%: 33% + 67% x (our equity growth rate - 112%) / 38%(4)If our stock growth rate exceeds 150%:
Our Equity Growth Rate

100%

Our TSR (Total Shareholder Return) during the subject period
Growth rate of TOPIX during the period covered(B+C)/A=E÷D
A: Simple average of the closing price of the Company's common stock on the Tokyo Stock Exchange inthe month the subject period begins (September of the current year)
B: Simple average of the closing price of the Company's common stock on the Tokyo Stock Exchange inthe month ending the subject period (September of the third year)
C: Total dividends per share related to dividends from retained earnings during the subject period
D: Simple average of TOPIX for the month in which the subject period started (September of the current
year)
E: Simple average of TOPIX in the month ending the period under study (September of 3 years later)=(2) Conditions for payment of monetary remuneration to Directors
If any of the events (determined by the Board of Directors) that are necessary for the achievement of
the purpose of the stock compensation plan, such as the subject director's resignation from the post of
director of the Company without justifiable reason or certain acts of misconduct, occur, the monetary-28-

compensation under the plan will not be paid to the subject director and no shares of the Company
will be delivered to him. In the event that any of the following events (determined by the Board of
Directors) occurs, no monetary compensation will be paid to the subject director under this plan andno shares of the Company's stock will be delivered to the subject director.
In addition, with respect to the President and Representative Director among the eligible directors, if
the annual growth rate (CAGR) of adjusted earnings per share for the three-year period ending at theend of the eligible period) is less than 18%, no monetary compensation will be paid to the President
and Representative Director under this plan and no shares of the Company will be delivered to him.
Calculation of three-year annualized growth rate of adjusted earnings per share
Adjusted earnings per share = (Net income attributable to owners of the parent - extraordinary
income/loss) / Average number of shares outstanding during the period

Annual growth rate ofadjusted earnings per share

１＝

Adjusted EPS, Current year
Adjusted EPS, four years ago

-29-

３

－１

Proposal 6: Establishment of Remuneration Amount for Directors who are members of Audit
Committee
If Proposal 2, "Partial Amendments to the Articles of Incorporation," is approved as proposed, theCompany will transition to a company with an Audit Committee. Therefore, the Company proposesthat the amount of remuneration for Directors who are members of the Audit Committee of theCompany shall not exceed 55,000 thousand yen per year. The specific amount and timing of payment
to each member of Audit Committee will be determined by consultation among the Directors who aremembers of Audit Committee. The Company believes that the amount of remuneration for this
proposal is reasonable in light of the level of remuneration paid to directors and corporate auditors andtheir responsibilities as members of the Audit Committee of the Company.
If Proposal 2, "Partial Amendments to the Articles of Incorporation," and Proposal 4, "Election ofThree Directors as members of Audit Committee," are approved and passed as originally proposed,
the number of Directors as members of Audit Committee will be three.
This proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal 2, "Partial Amendments to the Articles of Incorporation," take effect.
Ends

-30-

Matters Concerning Company Officers(1) Names, etc. of Directors and Corporate Auditors(As of June 30, 2022)
Position

Name

President andRepresentative
Director

Tetsuji Morikawa

Director

Naoyoshi Kasuga

Director

Naohisa Fukutani

Director

Georges Ugeux

Responsibilities and important concurrent positions
Group CEO, Member of the Compensation Advisory
Committee, andPresident and Representative Director, DIVA Corporation
CEO, DIVA CORPORATION OF AMERICA
Outside Director, Kayak Corporation
Group CFO, External Director of Metapraxis Limited
Chairman of the Compensation Advisory Committee, andSenior Advisor, PwC Advisory LLC
Chairman and CEO, Galileo Global Advisors

Director
Corporate
Auditor
AuditorJon Robertson

President, Asia Pacific and Japan Region, Snowflake Inc.

Tsuyoshi Noshiro

AuditorChie Goto

Kunio Suzuki

Representative Director, K.S. Management Ltd.
Member of the Compensation Advisory Committee, andPartner, Sakura Kyodo Law Office(Notes)1.
Director Mr. Naohisa Fukutani, Director Mr. Georges Ugeux and Director Mr. Jon Robertson are outside directors.
2.
Corporate Auditor Kunio Suzuki and Corporate Auditor Chie Goto are outside corporate auditors.
3.
Corporate Auditor Tsuyoshi Noshiro and Corporate Auditor Chie Goto are certified public accountants and have considerable
knowledge of finance and accounting.
4.
The Company has designated Director Mr. Naohisa Fukutani, Director Mr. Georges Ugeux, Director Mr. Jon Robertson, and Corporate
Auditor Ms. Chie Goto as independent officers as stipulated by the Tokyo Stock Exchange, and has notified the Exchange of suchdesignation.
5.
Director Naohisa Fukutani and Director Georges Ugeux are shareholders of the Company, but their shareholding ratio is less than 1%
and they are not major shareholders of the Company. The Company believes that there is no special interest between each of them andthe Company and that they are not in a position to have a conflict of interest with general shareholders. There are no special interests
between the above other directors and corporate auditors and the Company.

(2) Outline of the contents of the liability limitation agreement
The Company has entered into an agreement with all outside directors and corporate auditors tolimit their liability for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to
Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability for damages
based on such agreement is the amount stipulated in Article 425, Paragraph 1 of the Companies
Act.
(3) Summary of contents of directors' and officers' liability insurance policy
The Company has concluded a directors' and officers' liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The policy
insures directors, corporate auditors, executive officers and employees of the Company and its
subsidiaries, and the Company pays all premiums for all insureds. The policy will cover claims
for damages, settlements, and costs of dispute arising out of the insured's performance of his/herduties during the insurance period, but will not cover claims arising out of breach of trust, criminal
acts, fraud, intentional violations, and insider trading. However, claims arising from breach oftrust, criminal acts, fraud, willful misconduct, insider trading, etc. are not covered by the policy.

-31-

(4) Matters Related to Outside Directors and Outside Corporate Auditors(i) Matters concerning important concurrent positions as an executive officer of other corporations,etc., or as an outside officer
Position
Director
Director

Details ofconcurrent
positions

Name
Naohisa
Fukutani
Georges
Ugeux

Corporation, etc., in which
you concurrently hold aposition

Senior Advisor PwC Advisory LLC

The Company has no business or other relationshipwith the company.

Chairman andGalileo Global AdvisorsCEO

The Company has no business or other relationshipwith the company.

Jon
President, Asia
Director Robertson Pacific & Japan Snowflake Ink
RegionAuditor

Kunio
Suzuki

Relationship with the Company

Representative

Auditor Chie Goto

Partner

K.S. Management Ltd.
SakuraOfficeKyodo

Lawa wholly-owned subsidiary of the Company, hasconcluded a solution partnership agreement withGEAL Corporation, a wholly-owned subsidiary of
the Company, and has a business relationship with
Snowflake, Inc. However, the amount is less than
0.01% of consolidated net sales, which is within
the 2% range of the Company's independence
criteria for outside directors, and there is no risk ofinfluencing the Company's decision-making
process.
The Company has no business or other relationshipwith the company.
The Company has no business or other relationshipwith the company.

(ii) Major activities during the current fiscal year
Current status of activities Status of Activities
Director Naohisa Fukutani

Director Georges Ugeux
Director

Jon Robertson

Auditor

Kunio Suzuki

AuditorChie Goto

He attended all 14 meetings of the Board of Directors held during the fiscal year under review and,as the largest outside director and an expert in corporate management and governance, asked
questions, provided advice and made statements as necessary to supervise the Company's
management and strengthen corporate governance. As the chairman of the Compensation Advisory
Committee, he has been instrumental in consolidating the opinions of the members of thecommittee, based on the objectives of strengthening the independence, objectivity, andaccountability of the decision-making process for the executive compensation system.
He attended all 14 meetings of the Board of Directors held during the fiscal year under review andprovided valuable advice as an expert in the finance and securities markets in verifying investment
projects. He has also asked questions, provided advice and made statements as appropriate in theformulation and implementation of strategic management to realize the management philosophy.
He attended 13 of the 14 meetings of the Board of Directors held during the fiscal year under review,
and with his in-depth knowledge of the latest IT technologies, he asked questions, provided advice
and made statements as appropriate in the Company's vision BE GLOBAL and the achievement ofcorporate value creation through cloud computing in the mid-term management plan.
He attended all 14 meetings of the Board of Directors and all 18 meetings of the Board of Corporate
Auditors held during the fiscal year under review, and also attended meetings of the Board of
Directors of subsidiaries, where he asked questions, provided advice and statements as appropriate
based on his extensive experience in the information industry regarding the status of businessexecution.
She attended all 11 meetings of the Board of Directors and all 14 meetings of the Board of Corporate
Auditors held after his appointment as Outside Corporate Auditor on September 28, 2021, and asked
questions, provided advice and made statements as appropriate, drawing on his extensive knowledge
as a legal and accounting expert. As a member of the Compensation Advisory Committee, he
actively researches market conditions, etc., and makes efforts to listen to the opinions of directors
and executive officers.

-32-

[Reference] Corporate Governance Structure
The Avant Group has a management structure in which the Board of Directors has the function of
making management decisions and supervising business execution, thereby ensuring appropriate
management decisions and prompt business execution. We have also established an Audit &Supervisory Board and adopted a company-with-auditors system, judging that an auditing system bycorporate auditors, including outside corporate auditors, is an effective management monitoring
function. If Proposal 2, "Partial Amendments to the Articles of Incorporation," is approved at thisOrdinary General Meeting of Shareholders as proposed, the Company will transition to a company
with an Audit Committee. The corporate governance structure after the transition will be discussed by
the Board of Directors and disclosed through the Corporate Governance Report and the Integrated
Report.

General Meeting of Shareholders
Appoint Dismiss

Appoint Dismiss

Compensation
Advisory Committee

Consult

2 Outside officers
Group CEO

ReportAdviseBoard of Directors
Representative
Director

OutsideDirectors

Director

Audit

常勤監査役１名
社外監査役2名

3 directors[Appoint Dismiss] [Supervision]

Audit &
Supervisory
Board

Appoint Dismiss

Cooperation

External Specialists(legal counsel, etc.)

Advise

Audit

ReportAudit

Group Management Meeting
Group
CEO

Compliance Risk
Management Committee

Auditor
Group
CxOs

Group
CFO

Group
CRO

Information& Security
Committee

Group
CISO

Corporate Officers
ReportReportconcurrent

Group companies
Board of Directors
Director

Director

Business manager Finance manager

Management meeting, Business managers’ meeting

CEO：Chief Executive Officer
CFO：Chief Financial Officer

CRO：Chief Risk-management Officer
CISO：Chief Information & Security Officer

-33-

Audit

Office of Group
Risk Management

Internal Audit
Group

Cooperation

AdviseRepresentative
Director

Auditor[Reference] Criteria for Appointment and Dismissal of Directors
The Company's Basic Corporate Governance Policy sets forth the criteria for the appointment anddismissal of directors in the Basic Corporate Governance Policy as follows
1.

Candidates for the Board of Directors are those who meet the following criteria, while giving
due consideration to their knowledge, experience, ability and diversity.
(1) Those who have a good understanding of the Company's management philosophy and arecommitted to it.
(2) Extensive knowledge of company management.
(3) Sufficiently qualified to make decisions on important business matters of the company as amember of the board of directors; and(4) Contribute to strengthening the checks and balances and monitoring functions among
directors and help ensure the effectiveness of the Board of Directors.

2.

The Company's outside directors shall be those who meet the Company's criteria for
independence in addition to the criteria set forth above.

3.

Candidates for directors are nominated after deliberation and decision by the Board of
Directors.
The term of office of directors shall be one year, and the term of office of directors who aremembers of the Audit and Supervisory Committee shall be two years. Reappointment shall not
be precluded.

4.

5.

The Board of Directors shall propose the dismissal of a director if it finds that the director has
committed an act that meets the following criteria for the submission of a proposal for thedismissal of a director.
(1) In the event of any act in violation of laws and regulations or the Articles of Incorporation,or any act that may lead to such violation.
(2) If it becomes clear that each of the requirements for the appointment of directors is notmet, the(3) If there is any other reason that is deemed not to meet the requirements for nomination as adirector.

[Reference] Main Agenda of the Board of Directors' Meeting
During the fiscal year under review, the Board of Directors met 14 times for a total of 1,454
minutes, or an average of 103 minutes of discussion, including investment strategies and proposals
to strengthen governance. The main agenda items are as follows
Matters approved

Matters reported

Key Personnel and Organization of the Avant GroupDIVA Empower Project Report

Approval of executive compensation plan and compensation
amounts

Metapraxis Financial Report

Revision of the Executive Compensation Standards of the Avant
Group

Report on Succession Plan of Subsidiary Presidents
Report on changes in institutional design

Endorsement of the Climate-related Financial Disclosure Task
Force

Progress report on reorganization

Approval of Prime Market Selection Policy

Innovative Solutions Business Report

Determination of the Group's restructuring policy

Stock Price Trend Report

Report on issues and strategies for the next mid-term business plan

Integrated Report-34-

[Reference] Skill Matrix of Executives
With the aim of enhancing corporate value, the Company's Board of Directors has selected candidates
from among those with diverse and specialized knowledge in management, legal and compliance,
finance and accounting, M&A and finance, IT business, global business, governance, human resourcesand organization, and experience and knowledge as managers, while giving due consideration todiversity. If Propositions No. 3 and No. 4 are approved as proposed at this Ordinary General Meetingof Shareholders, the Board of Directors of the Company will appoint four Directors who are not Audit
Committee members (including two Outside and Independent Directors and one foreign national). If
Proposals 3 and 4 are approved as proposed at this Ordinary General Meeting of Shareholders, theCompany's Board of Directors will consist of four Directors who are not Audit Committee members(including two Outside and Independent Directors and one foreign national) and three Directors who
are Audit Committee members (including two Outside and Independent Directors and one female
Director). As a Board of Directors, we believe that the diversity of personnel and the balance ofknowledge, experience, and abilities are well considered and at a level that maintains a high level ofdecision-making ability.
Directors who are Audit
Committee Members

Directors
Tetsuji Naoyoshi
Morikawa Kasuga
Management
Legal Affairs
Compliance
Finance&
Accounting
M&A&
Finance
IT Business
GlobalGovernance
Human
Resources&
Organization

●

●

●
●
●

Naohisa
Jon
TsuyoshiChie Goto
Fukutani Robertson Noshiro
●

●

●

●

●

●
●

●

MakotoNakano
●

●

●

●

●

●
●

●
●

●
●
●

●

●

●

●

●

●

-35-

●
●

[Reference] Independence Criteria for Outside Directors
Outside directors and outside corporate auditors (outside directors if Proposal 2 is approved as
proposed at this Ordinary General Meeting of Shareholders) are considered to be independent if, as aresult of an investigation by the Company to the extent reasonably possible, it is determined that noneof the following items applies to them (i) The person is an independent director.
(i)

Any person who is or has been an executive director, executive officer, corporate officer,
employee, or employee of the Company or its subsidiaries or affiliates (collectively, the "Group")
at any time during the past ten years; or(ii) A person who directly or indirectly holds 10% or more of the total voting rights of the Company
or a person who executes the business of such a person, or(iii) Persons with whom our Group has major transactions (Note 1) or with whom our Group has majortransactions (Note 1), or their business executors; (iv) Persons with whom our Group has majortransactions (Note 1) or with whom our Group has major transactions (Note 1), or their businessexecutors(iv) Persons who receive large amounts of money or other financial benefits (Note 2) other than
remuneration for their services as consultants, lawyers, certified public accountants, certified tax
accountants, etc. to the Group, or their executive officers, or persons who receive large amountsof money or other financial benefits in exchange for providing professional services to the Group.
(v) Persons who receive donations or grants exceeding ¥15 million per year from the Group, or their
executive officers; (vi) Persons who receive donations or grants exceeding ¥15 million per year
from the Group, or their executive officers; and(vi) Persons belonging to an auditing firm that is the accounting auditor of the Group; and(vii) Executive officers of companies to which the Group's executive officers are appointed as
directors and executive officers of the Group, and(viii)Those who fall under (ii) to (vii) above in the past three years.
(ix) Spouse or relative up to the second degree of kinship of a person falling under (i) through (viii)
above.
(Note 1) Major transactions are defined as transactions involving the transfer of more than 2% of annual consolidated net sales or loans
exceeding 2% of total consolidated assets.
(Note 2) "Large amount" means that, in the case of an individual who provides professional services, the relevant profit received from ourgroup, excluding director's remuneration, exceeds 15 million yen per year in the most recent fiscal year, or, in the case of a corporation,
partnership, or other organization that provides professional services, the relevant profit received from our group exceeds 2% of theannual gross income of the organization in the most recent fiscal year or 15 million yen, whichever is higher. In the case of anorganization such as a corporation, partnership, etc., the amount of profits received from the Company Group exceeds 2% of theannual gross income of the organization or 15 million yen, whichever is higher, in the most recent fiscal year.

-36-

[Reference] Evaluation of the Effectiveness of the Board of Directors
We recognize the challenges to the responsibilities, composition, and operation of the Board of Directors
and are committed to continuous improvement, with the aim of realizing sustainable corporate valueenhancement. The Board of Directors conducts an annual analysis and evaluation of the effectiveness of
the Board of Directors based on each director's self-evaluation and other factors.
<Evaluation Method>
However, the Board of Directors pointed out that it was difficult to clarify issues due to the focus on
quantitative evaluation, and therefore, from the fiscal year ending June 30, 2020 onward, we will conduct
interviews with directors and corporate auditors as appropriate, mainly through our own questionnaire
survey. However, the Board of Directors pointed out that the focus of the evaluation was on quantitativeevaluation and that it was difficult to clarify issues.
In order to identify issues more clearly after June 2021, we have created and implemented our own
questionnaire form to allow participants to evaluate the issues and describe their opinions on how to respondto them. The survey was administered to all directors and auditors in July 2022, and the report was presented
to the Board of Directors on August 5, 2022.
<Summary of evaluation results>
Summarizing the survey responses, the effectiveness of the Board of Directors was generally highly rated
and evaluated as being properly operated. On the other hand, it was also pointed out that the discussion ofvarious issues previously recognized as challenges has not progressed, and that more time should be spenton broader issues such as management strategies and medium-term management plans.
(1) Organization of the Board of Directors
As for the organization of the Board of Directors, the following opinions and issues were noted The nominating committee is not necessary, and the board of directors should thoroughly discuss thenomination process and fulfill its oversight responsibility.
 Diversity of each director and expected roles need to be clarified.
 The system under which monitoring functions should be organized with a view to Avant's current andfuture image.
(2) Agenda for the Board of Directors Meeting
While it was recognized that discussions on the executive officer personnel and executive compensation
systems have progressed, it was pointed out that discussions have not progressed on matters that werepreviously pointed out as requiring continued discussion (Succession Plan, criteria for the appointment anddismissal of directors). It was also noted that capital policy and investor feedback need to be actively
discussed.
(3) Operation of the Board of Directors
More problems than ever were identified with the reporting system. An increasing number of participants
pointed out that the points of resolution and report items were unclear and that they were not distributed or
explained sufficiently in advance. It was also pointed out that periodic reporting projects, etc., should be
simplified by focusing on key points, while at the same time providing opportunities to gain a deeper
understanding of the strategies and actual conditions of operating companies.
<Future actions>
In light of the above remarks, we report that we will push for the following actions in the operation of theBoard of Directors for the fiscal year ending June 30, 2023.
(1) Discussions throughout the year and matters requiring reporting are discussed in the supervisory andexecutive(2) Materials should be accompanied by an executive summary, so that the principles can be explainedby it.
(3) Ensure that materials are distributed one week in advance, or provide advance explanations tostreamline time for discussion.
(4) Off-site, business briefings should be held regularly.

-37-

Executive Remuneration System
1. Policy and method of determining the amount and calculation method of remuneration, etc., for
directors and corporate auditors(1) Remuneration System and Process for Determining Remuneration Amounts
The Company's policy and calculation method for determining compensation for directors andexecutive officers, as well as the criteria for the compensation system and amount of compensation
for directors and executive officers, were approved by the Board of Directors meeting held on January
29, 2021. (An overview of the details is provided in (2) Remuneration for Directors and 2. below,
Purpose, Basis of Indicators, and Specific Calculation Methods of Performance-Linked Remuneration
and Performance-Linked Stock Remuneration).
Furthermore, the Board of Directors, at its meeting held on March 17, 2021, resolved to establish a
Compensation Advisory Committee as a voluntary advisory body in order to strengthen the
independence, objectivity, and accountability of the decision-making process. The Compensation
Advisory Committee consists of two independent directors and the Group CEO, and its chairman isselected from among the independent outside directors. We strive to ensure objectivity by, for example,
taking advice from outside experts and considering market-wide or industry-wide standards. The
Compensation Advisory Committee's agenda includes the following(a) Policy for determining remuneration, etc. of directors and executive officers, and(b) Drafts of proposals concerning remuneration, etc. of directors and corporate auditors to be
proposed at the General Meeting of Shareholders; and(c) A proposed policy regarding the determination of the content of the compensation of individual
Directors and Corporate Officers to be brought before the Board of Directors; and(d) Proposed details of remuneration, etc. for individual directors and executive officers to be
proposed to the Board of Directors; and(e) Other matters deemed necessary by the Board of Directors with respect to each of the preceding
items.
(2) Remuneration for Directors
Remuneration for the Company's directors is divided into two categories: fixed remuneration (fixed
periodic remuneration of the same amount) and performance-linked remuneration.
Fixed remuneration is paid in a standard amount by position, taking into consideration the levelcommensurate with the required abilities and responsibilities. The maximum annual amount of fixed
remuneration for directors of the Company was approved at the 5th Ordinary General Meeting of
Shareholders held on September 27, 2001 as 150,000 thousand yen or less (the number of directors
immediately following the said meeting is six). (The number of directors immediately following themeeting was six.
Performance-linked remuneration consists of (1) short-term performance-linked remuneration,
which is a bonus linked to business performance for each fiscal year, and (2) medium- to long-term
performance-linked remuneration, which is linked to changes in indices over a target period of three
years (Note). (2) Medium- to long-term performance-linked remuneration consists of a bonus linked
to changes in indices over a three-year period (Note). The medium- to long-term performance-linked
bonuses are stock-based compensation in the form of common shares of the Company, with the aimof providing Directors with incentives to enhance the Company's corporate value over the longer term
and to promote further value sharing between Directors and shareholders. The introduction of
performance-linked compensation was approved at the 11th Ordinary General Meeting of
Shareholders held on September 26, 2007, and the maximum annual amount per eligible director wasapproved at the 18th Ordinary General Meeting of Shareholders held on September 25, 2014. The
maximum amount per director is 41,250 thousand yen per year (the number of directors immediately
after the meeting is 5 (including 2 outside directors)). In addition, at the 22nd Ordinary General
Meeting of Shareholders held on September 19, 2018, the introduction of medium- to long-term-38-performance-linked compensation as stock-based compensation was approved, with the maximum
amount of compensation being 100,000 thousand yen for each subject period and the number of shares
to be delivered by the Company to subject directors under this plan being The maximum amount ofcompensation is 100,000,000 yen per subject period, and the number of shares to be issued to eachdirector under the plan is limited to 60,000 shares per year and 100,000 shares in total per year for all
directors (four directors (including two outside directors) immediately after the said shareholders'meeting).
Since outside directors are independent from the execution of business, performance-linked
remuneration is not applied to them, and the above fixed remuneration is paid to them.
(Note) Three years from the month containing the date of the Company's annual general meeting ofshareholders for each year. The initial coverage period will run from September 2018 throughSeptember 2021, and thereafter from September of each year through September of the three years
following that year.
(3) Compensation of Corporate Auditors
The amount of remuneration for corporate auditors is also fixed, and is determined throughdiscussions among the corporate auditors within the maximum amount of remuneration resolved at
the general meeting of shareholders, taking into consideration such factors as whether they are fulltime or part-time corporate auditors, whether they are internal or external corporate auditors, and thedivision of duties. The maximum amount of remuneration was resolved at the Extraordinary General
Meeting of Shareholders held in December 2003 to be within 30,000 thousand yen per year (thenumber of corporate auditors immediately after the said meeting was two).

-39-

2. purpose of performance-linked compensation and performance-linked stock compensation,basis for indicators, and specific calculation methods(1) Short-term performance-linked compensation
Short-term performance-linked compensation is a compensation system in which compensation ispaid in cash and is linked to the year-on-year increase or decrease in consolidated operating income,which is consistently emphasized in the Company's medium- to long-term management strategy,
medium-term management plan, and annual performance. The amount is calculated by multiplying
the base amount, which is determined according to position, by the short-term incentive coefficient,which ranges from 0% to 200% depending on the change in consolidated operating income from theprevious year. Previously, the Company's stock price was also considered as a coefficient, but since
the rate of increase in the Company's stock price is reflected in the mid- to long-term performancelinked compensation, the Board of Directors resolved on August 19, 2020 to use the rate of increasein consolidated operating income as the coefficient from the 25th fiscal year onward. Specifically, it
is calculated by the following formula
Short-term performance= Short-term performance base amount ×compensation

Short-term incentive coefficient

Short-term incentive coefficient
Rate is calculated under the following formula where (a) represent consolidated operating profit
for the current year and (b) represents consolidated operating profit of previous fiscal year(i) When (a) is (b) or less:
0(ii) If (a) exceeds (b) and is less than (b) × 112%:
0.5×{1+((a)-(b))÷((b)×112%)}(iii) When (a) is 112% or more of (b):1+0.5×((a)-(b)×112%)÷((b)×6%)※ The short-term incentive coefficient is limited to 2.0.

Consolidated operating income for the current fiscal year, which serves as a performance indicator,
was 3,247 million yen, a 115% change from the consolidated operating income of the previous fiscal
year (2,826 million yen (note)). As a result of applying this to the formula in (3) above, the short-term
incentive coefficient was 1.24 as shown below, and 124% of the base amount of short-term
performance-linked remuneration was paid as short-term performance-linked remuneration.
Short-term incentive coefficient = 1 + 0.5 x (Consolidated operating income for the current period:
3,247 million yen - (Consolidated operating income for the previous period: 2,826 million yen x112%)) / (Consolidated operating income for the previous period: 2,826 million yen x 6%) = 1.24
(Note) The "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc. has been applied from the
beginning of the current fiscal year, but operating income for the previous fiscal year has been adjusted to reflect the application of thisaccounting standard when calculating performance-linked compensation.

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(2) Medium- to long-term performance-linked compensation
This is a performance share unit plan under which the Company's common stock is paid as aperformance-linked stock compensation plan in order to provide directors with incentives to improve
the Company's corporate value over the long term and to promote further value sharing between
directors and shareholders. The number of shares will be determined by multiplying the number ofshares determined by our board of directors (the base number of shares to be delivered) by the sharedelivery ratio determined according to our stock growth rate, which is a representative indicator of ourcompany's corporate value. The Company's stock growth rate is calculated by dividing the Company's
Total Shareholder Return (TSR) during the subject period by the growth rate of the Tokyo Stock
Exchange Stock Price Index (TOPIX) during the subject period.
After the end of the subject period, monetary compensation claims will be paid to the subject
directors, and upon the issuance of shares or disposal of treasury stock by the Company, the Company
shares will be delivered by having all such monetary compensation claims contributed in kind.
Medium-to long-term compensation = Standard number of shares × stock compensation ratio(number of shares delivered)
Share issuance ratio(i) If our equity growth rate (A) is less than 100%(ii) When A is between 100% and 112%(iii) When A is 112% to 150%
(iv) When A exceeds 150%

:0
: 33% × (A-100%) ÷ 12%: 33% + 67% × (A-112%) ÷ 38%: 100%

Our Total Shareholder Return/ total stockholder return (TSR)
A Our stock price growth rate
TSR during the period
Rate of increase in TOPIX

Simple average of the closing prices of our shares for the month of the end of the applicable period (September in 3
years) plus the total amount of dividends per share related to dividends of surplus during the applicable period
Simple average of the closing prices of our shares in the month of the beginning of the period covered (September)

TOPIX Growth Rate
Simple mean of TOPIX at the end of the period (September after 3 years)
Simple averages of TOPIX for the beginning month (September of the year)

With regard to the stock-based compensation for the President and Representative Director, theCompany's medium- to long-term management strategy calls for an annual growth rate of 18% in
operating income, and therefore, the Company received approval at the 25th Annual General Meetingof Shareholders held on September 28, 2021 to limit the grant of such stock-based compensation if
the annual growth rate of adjusted net income per share for the three years to the end of the subject
period ( The Company's 25th Annual General Meeting of Shareholders held on September 28, 2021
approved the restriction on the grant of stock compensation to the President and CEO if the adjusted
net income per share for the three-year period up to the end of the subject period (CAGR) is less than18%.
Our total shareholder return for the period covered from September 2018 to September 2021 was
204.1% and TOPIX growth rate was 118.1%, resulting in our equity growth rate of 172.8% in A above.
Since this corresponds to (4): 100% of the above share delivery ratio, 100% of the 8,705 shares, whichis the standard number of shares delivered, were delivered.

-41-

(3) Remuneration, etc. of Directors and Corporate Auditors
The ratio of fixed remuneration and performance-linked remuneration for directors is as follows,
using the achievement of performance targets as a guide (based on a short-term performance incentive
coefficient of 100%).
Composition of Directors' Remuneration

Directors

Fixed remuneration

Short-term
performance-linked
compensation

Long-term
performance-linked
compensation

50-55%

15%-20%30%

The amounts of remuneration paid to directors and corporate auditors for the fiscal year ended March
31, 2012 were as follows With respect to individual remuneration, etc. of these directors, the Board of
Directors confirms that the method of determining the details of remuneration, etc. and the details of
the determined remuneration, etc. are in line with the relevant determination policy, by receiving
explanations of the calculation process described in (1) and (2) above, and by other means. (2) above.
Amount of remuneration, etc. of directors and corporate auditors
Total amount of remuneration,
Total amount of
Number of
etc. by typeClassificationcompensation,
eligible officers
basic
performanceetc.
remuneration
based bonus
Directors
125 million yen 83 million yen 42 million yen
2 persons(Excluding outside directors)
Auditors
11 million yen 11 million yen
1 person(Excluding outside auditors)
Outside Directors

43 million yen

43 million yen-

3 personsOutside Auditors

10 million yen

10 million yen-

3 persons(Note) 1. The amount paid to directors does not include the amount of employee's salary for directors who concurrently serve as employees.
2. The above includes one corporate auditor who retired at the conclusion of the 25th Annual General Meeting of Shareholders held
on September 28, 2021.

-42-

Compliance and Risk Management
Compliance System for Directors
1) System to ensure that the execution of duties by directors complies with laws and regulations
and the Articles of Incorporation
Directors shall comply with the "AVANT Code of Conduct," practice the "AVANT Values," andexecute their duties appropriately in accordance with laws and regulations, the Articles ofIncorporation, the Board of Directors Regulations, and other internal regulations.
In executing business operations, directors make decisions after comprehensive review atmeetings of the Board of Directors and at various cross-organizational meetings.
The CRM Committee is composed of the CRM Committee Chairpersons and the CRM
Committee members. The CRM manager of each Group company, appointed by the chairman of
the Compliance and Risk Management (CRM) Committee, shall deliberate and review important
issues and responses concerning corporate ethics, compliance, and risk management at the CRM
Committee and report promptly to the Board of Directors. The CRM Committee shall discussand consider important issues and responses concerning corporate ethics, compliance and risk
management, and promptly report them to the Board of Directors.
The Company shall establish and operate a reporting system for violations of laws and ordinancesand other legally questionable acts, etc., with the legal advisor, independent outside corporate
auditors and full-time corporate auditors as contact points.
Corporate auditors shall audit the execution of duties by directors by attending meetings of theBoard of Directors and other important meetings and by investigating the status of businessexecution, etc., in accordance with the audit policy determined by the Audit & Supervisory Board.
2) System to ensure the efficient execution of duties by directors
The Company's Board of Directors basically meets once a month on a regular basis, and asnecessary, the Board of Directors meets as needed to make decisions and execute business
operations promptly, and to supervise the status of important management decisions and businessexecution by directors. The Board of Directors is responsible for decision-making and prompt
business execution, as well as for supervising the status of important management decisions andbusiness execution by the directors.
The various meetings and committees, of which the director is the head or a member, deliberateand decide on business execution within the scope of their authority.
Promote decentralization of management through organization based on management policies
and business plans. -To clarify management responsibility and respond to changes in the businessenvironment, the term of office of directors is set at one year.
3) System for Storage and Management of Information Related to Execution of Duties byDirectors
Information related to execution of duties by Directors shall be properly stored and managed by therelevant departments in accordance with laws and regulations, the Board of Directors Regulations,
Document Management Regulations, and other related regulations.
System to ensure the appropriateness of the company's operations
1) System of Regulations and Other Systems for Management of Risk of Loss
The Company shall implement appropriate management of operations and funds, as well as theprevention of risks, by monitoring the status of business performance through rolling forecast
management in a cycle appropriate to the business environment, in order to ensure the progressof business performance and thorough management of expenses.
We will also implement risk prevention as well as appropriate management of operations andfunds by thoroughly managing the progress of business performance and expenses throughrolling forecast management in cycles appropriate to the business environment. The Company

-43-

-

shall manage risks related to compliance, information assets, and other business matters by
preparing and disseminating necessary rules, manuals, etc. In addition, the CRM Committee will
strengthen the management and response to ensure compliance.
In addition, the Information Security Committee will strengthen the management of and responseto the management of information assets. We shall consult with, and receive advice and guidance
from, third parties with expertise, such as lawyers, accounting auditors, tax accountants, etc., asnecessary in the performance of our business.

2) System to ensure that the execution of duties by employees complies with laws and regulations
and the Articles of Incorporation
Employees shall comply with the "AVANT Code of Conduct," practice the "AVANT Values,"and perform their duties in accordance with laws and regulations, the Articles of Incorporation,and internal rules.
In order to raise employees' awareness of compliance and promote socially responsible behavior,the Company will develop internal rules and regulations and conduct internal audits under the
direction of the President. When an employee becomes aware of a violation of laws, regulations,
the Articles of Incorporation, or internal rules, or an act contrary to socially accepted norms, theemployee shall report or consult with the Internal Reporting Desk.
In the event that the corporate auditors request opinions or improvements regarding the employeecompliance system or the internal reporting system, the directors will promptly respond or make
improvements at the CRM Committee meeting.
3) System to ensure the appropriateness of operations of the corporate group consisting of theCompany and its subsidiaries
The Company's subsidiaries shall comply with the Company's management policies and the"AVANT Code of Conduct" and share the practice of "AVANT Value" and contribute toenhancing the corporate value of the group.
The Company will support the development and improvement of internal control systems andpromote them in cooperation with subsidiaries, while respecting the autonomy of the subsidiaries.
The Company's subsidiaries have entered into a management guidance and business managementagreement, under which the Company receives reports on important matters related to the
execution of duties by directors and others. The board of directors of each operating company
decides important matters, but the Company's approval is required for (a) investments, including
office contracts, (b) personnel matters, and (c) financing, including capital policies.
The Company's subsidiaries hold regular meetings of the Board of Directors once a month as abasic rule and hold meetings as necessary for decision-making and prompt business execution,and the Company's Group General Affairs Office confirms the status of the meetings.
As part of the establishment of the Group's overall compliance system, employees of theCompany's subsidiaries are required to report or consult with the Internal Reporting Desk when
they become aware of any violation of laws, the Articles of Incorporation, internal rules, or any
act contrary to socially accepted norms.
The CRM Committee will provide support for violations of laws and regulations and othercompliance-related issues at subsidiaries. The Company will prevent risks by appropriately
managing operations and funds and reporting to the Company by monitoring the performancestatus of the Company's subsidiaries through rolling forecast management in accordance with thebudget management rules and by implementing a cycle that corresponds to the businessenvironment.
The internal audit group of the Group Risk Management Office conducts regular internal auditsof the Company's subsidiaries and reports the results to the Company's directors and corporate
auditors for necessary control.
4) System to Ensure Appropriateness of Financial Reporting
Under the direction of the Board of Directors, the Company has established a maintenance andoperation system to ensure the legality and appropriateness of financial reporting, and regularly-44-conducts self-assessments and independent evaluations of internal control over financial reporting, as
well as audits by the accounting auditor. The Company shall conduct self-assessments andindependent assessments of internal control over financial reporting on a regular basis.
5) Basic Approach to Eliminating Antisocial Forces
In our "Basic Policy for the Elimination of Antisocial Forces", we declare the elimination ofantisocial forces and the prohibition of antisocial activities, and our basic policy is to have no
relationship with antisocial forces that threaten the safety and order of society and the sound activities
of companies, and to refrain from accepting any unreasonable and illegal demands. Our basic policy
is to have no relationship with antisocial forces that threaten the safety and order of society or thesound activities of the company, and to refrain from accepting any unreasonable or illegal demands.
In addition to appointing a person in charge of preventing improper demands and making efforts tocollect information and check business partners on a routine basis, the Company will take prompt
action in an organized manner by maintaining close contact with relevant administrative agencies,
lawyers, and other experts when a case arises.

-45-

System for Audits by Audit & Supervisory Board Members
1) Matters concerning employees who are requested by corporate auditors to assist them in theirduties, and matters concerning the independence of such employees from directors
The Company does not have employees to assist the auditors in their duties, but the Board of
Directors may appoint and assign such employees upon consultation with and at the request of
the auditors.
During the period designated by the auditor to assist the auditor, the authority to direct and orderemployees appointed to assist the auditor in his/her duties shall be transferred to the auditor,
ensuring independence from the directors. In addition, the evaluation of such employees shall bemade after hearing the opinions of the auditors.
2) System for Directors and Employees to Report to Corporate Auditors and Other Systems
Related to Reporting to Corporate Auditors
Corporate Auditors attend Board of Directors meetings, attend major meetings and receivereports on the status of operations, and are able to attend other meetings and committee meetingsor read the minutes of such meetings as necessary.
The auditors attend meetings of the Board of Directors, attend major meetings, and receivereports on the status of operations. The statutory auditor may request directors and employees toreport on business and operations to the statutory auditor on a regular or ad hoc basis.
3) System to ensure that a person who reports to an auditor is not treated disadvantageously
because of such report
The Company has established and enforced a system to ensure that no one is treated unfavorablybecause of his or her report.
4) Matters concerning the policy for the treatment of expenses or debts incurred in theperformance of duties by Corporate Auditors
If a Corporate Auditor requests advance payment or reimbursement of expenses incurred in theperformance of his/her duties, such expenses or debts shall be promptly treated unless they are
deemed unnecessary in the performance of the Corporate Auditor's duties.
5) Other systems to ensure that audits by corporate auditors are conducted effectively
Corporate auditors are able to hold meetings with the President and Representative Director tocommunicate and exchange opinions.
The Company also exchanges opinions and information with accounting auditors and internal
auditors, and has a system that enables it to request investigations and reports as necessary incooperation with them.
Status of operation of the system to ensure the appropriateness of business operations
With regard to the above-mentioned system to ensure the appropriateness of business operations,the Company has continuously investigated the status of the development and operation of the internal
control system since the system was first established, and has reported the investigation details to theBoard of Directors. In addition, corrective measures are being taken for problems identified as a resultof the investigation, and efforts are being made to establish and operate a more appropriate internal
control system.

-46-

(Attachments)

Business Report(From July 1, 2021 to June 30, 2022)
Matters Relating to the Current Status of the Corporate Group(1) Progress and results of the project
Consolidated financial results for the current fiscal year are as follows(Unit: Millions of yen)
25th period(June 30, 2021)

26th period(June 30, 2022)(Current fiscal
year)

Compared to the previous fiscal
year
Percentage
Increase/decreasechange (%)

Net sales

16,236

18,703--Operating income

2,796

3,247

-

-

Ordinary income

2,808

2,988

-

-

Net income attributableto owners of the parent

1,888

2,045

-

-

(Note) The "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and others have been applied from the
beginning of the current fiscal year, and the figures for the fiscal year ended June 30, 2022 are after the application of the said
accounting standards. Therefore, the figures for the fiscal year ended June 30, 2022 are after the application of these accounting
standards, and therefore, the comparison with the previous fiscal year is not shown.

The current social and economic environment surrounding our country is arousing the needfor "data-based management and decision-making," and the needs for the Group's products andservices are expanding while transforming into more sophisticated ones. As a result, it is nolonger possible to properly present the nature of the business using the previous segment names.
As a result, effective from the consolidated fiscal year under review, the former "Consolidated
Accounting Related Business" has been renamed "Group Governance Business" and "BusinessIntelligence Business" has been renamed "Digital Transformation Business" as reporting
segments. This change is only a change in segment name and has no impact on segment
information.
Consolidated net sales for the fiscal year totaled 18,703 million yen. Effective from the current
fiscal year, the Company has adopted the "Accounting Standard for Revenue Recognition"(ASBJ Statement No. 29, March 31, 2020; hereinafter referred to as the "Accounting Standard
for Revenue Recognition"). Hereinafter referred to as "Accounting Standard for Revenue
Recognition"). etc., the Company has applied the "Accounting Standard for Revenue
Recognition" (ASBJ Statement No. 29, March 31, 2020) and changed the format for transactions
that are recognized as arrangements for goods, etc. to be provided by other parties, where thesales amount was previously recorded as sales in gross amount and the purchase amount wasrecorded as expenses, to a net amount of the difference between sales amount and purchaseamount as commissions. The effect of this change was to decrease net sales by 397 million yen
from the previous standard. In addition, for most of the services for which sales were previously
recorded upon completion of the project and receipt of acceptance from the client, the Company
has changed to record sales according to the progress of the project, rather than waiting for the
project to be completed. The effect of this change was to increase net sales by 296 million yen.
In other words, sales before the application of the accounting standard for revenue recognition
were 18,804 million yen, a 15.8% increase over the previous fiscal year, and the impact of theaccounting standard change was a 100 million yen decrease. The increase in revenue was due
to sales growth in all businesses, particularly in the Digital Transformation Business andOutsourcing Business.

-47-

The ratio of stock sales (sales that occur on an ongoing basis, such as software maintenancefees), which is one of the management targets in the medium-term management plan, decreased
1.4 percentage points from the previous fiscal year to 34.6%, due in part to the impact of adecrease in the Digital Transformation Business due to the application of revenue recognition
accounting standards and other factors. The ratio decreased by 1.4 percentage points from theprevious fiscal year. The total amount increased 10.7% from the previous fiscal year.
As for profits, operating income was 3,247 million yen, ordinary income was 2,988 million
yen, and net income attributable to owners of the parent was 2,045 million yen. Since operating
income increased by 208 million yen due to the impact of the application of the accounting
standard for revenue recognition, operating income calculated under the previous accounting
standard would be 3,038 million yen, an increase of 8.7% from the previous consolidated fiscal
year if the difference in accounting standards is excluded.
In the group governance business, expenses increased due to upfront costs for significantly
strengthening the development structure to promote software development for future growthand profitability, as well as the establishment of a division to pursue group synergies as acompany-wide expense, and the strengthening of the structure for this purpose. On the other
hand, the Digital Transformation Business achieved a large increase in profit due to sales growthwith improved profitability, and this was a major factor in the increase in profit.
The performance of Metapraxis, an equity-method affiliate of the Company, in the U.K. andthe U.S. has been slow to recover since the spread of the new coronavirus, and its financial
position has fallen below a certain level, which the Company had assumed when it invested in
the company. The financial position of the company has also fallen below a certain level, andthe company has recorded an impairment loss on its shares. However, the sales and introductionof Metapraxis' products in the Japanese market by translating them into Japanese, which was
the main purpose of our capital and business alliance with Metapraxis, is already underway, andthe business is steadily growing.

-48-

The status of each reportable segment is as follows
Net sales (Millions of yen)Group
GovernanceBusiness
Digital Transformation
Business
Outsourcing Business
Inter-segment
transaction elimination
Consolidated net sales

Compared to the previous
fiscal year
Percentage
Increase/decreasechange (%)

25th period(June 30, 2021)

26th period(June 30, 2022)(Current fiscal
year)

8,160

9,372

-

-

6,250

7,015

-

-

2,479

3,044

-

-

-654

-729

-

-

16,236

18,703--(2) Operating income (Millions of yen)Group
GovernanceBusiness
Digital Transformation
Business
Outsourcing BusinessCorporate
expensesand elimination oftransactions between
the Company and its
segments, etc.
Operating income

Compared to the previous
fiscal year
Percentage
Increase/decreasechange (%)

25th period(June 30, 2021)

26th period(June 30, 2022)(Current fiscal
year)

1,935

2,060

-

-

811

1,244

-

-

523

661

-

-

-473

-718

-

-

2,796

3,247

-

-

(Note) In the tables (1) and (2) above, the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) andothers are applied from the beginning of the current fiscal year, and the figures for the fiscal year ended June 30, 2022 are after theapplication of the said accounting standard. Therefore, the figures for the fiscal year ending June 30, 2022 are after the adoption of
the said accounting standards, etc., and therefore, the comparison with the previous fiscal year is not shown.

As for the group governance business, net sales were 9,372 million yen. Since the effect of
the application of the accounting standard for revenue recognition, etc., increased by 262 million
yen, the increase would be 11.6% compared to the previous fiscal year if the previous
accounting standard had been applied. Domestic companies are increasingly restructuring theirbusinesses to strengthen competitiveness, and the increase in orders related to this trend was themain reason for the increase in orders. On the other hand, expenses increased due to thesignificant reinforcement of the development structure to promote software development for
future growth and profitability, resulting in an operating income of 2,060 million yen (anincrease of 144 million yen due to the change in accounting standards, a 1.0% decrease fromthe previous fiscal year under the previous accounting standards). As a result, operating income
was 2,060 million yen (an increase of 144 million yen due to the change in accounting standards,
and a decrease of 1.0% from the previous fiscal year under the previous accounting standards).
In the Digital Transformation Business, the need to utilize data for decision-making inmanagement and business promotion is accelerating, and orders are shifting from traditional-49-

"business intelligence-related development" to "cloud data platform provision. The number ofprojects we are receiving orders for is also shifting from the traditional "business intelligencerelated development" to "cloud data platform provision. As a result, net sales increased to 7,015
million yen (down 355 million yen due to a change in accounting standards, up 17.9% from theprevious fiscal year under the previous accounting standards). The change in the quality of
projects received has also led to improved profitability, with operating income of 1,244 million
yen (up 69 million yen due to the change in accounting standards, up 44.8% from the previous
fiscal year under the previous accounting standards), significantly higher than in the previous
fiscal year.
In the outsourcing business as well, there was a trend for companies that had been cautious in
making final decisions to move forward due to the uncertainty caused by the impact of the newcoronavirus infection, and orders from new clients increased. As a result, both sales and income
increased to 3,044 million yen (down 8 million yen from the previous fiscal year due to a changein accounting standards, up 23.1% from the previous fiscal year under the previous accounting
standards) and 661 million yen in operating income (down 6 million yen from the previous
fiscal year under the previous accounting standards, up 27.5% from the previous fiscal year
under the previous accounting standards).
The number of consolidated employees was 1,226 at the end of the current fiscal year, an
increase of 119 from the end of the previous fiscal year.
The status of orders and sales for the current consolidated fiscal year is as follows.
Orders and Sales(Millions of yen)
Current Consolidated Fiscal Year
(From July 1, 2021 to June 30, 2022)
Sales

orders received

Order backlog

Group Governance Business

9,372

10,155

3,132

Digital Transformation Business

7,015

6,902

1,131

Outsourcing BusinessEliminationoftransactions
Total

3,044

4,032

2,446

-729

-1,017-578

18,70320,073

6,131

intersegment(2) Capital expenditure
Total capital expenditures for the current fiscal
385 million yen(including software)year
Major capital investments include the purchase of office equipment and software for internaluse.
(3) Financing
There were no matters requiring special mention in the current consolidated fiscal year.

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(4) Assets and Profit and Loss(i) Assets and profit/loss of the corporate group

Net sales(Millionsof yen)(Millionsof yen)26th period
23rd period
24th period
25th period(June 30, 2022)(June 30, 2019) (June 30, 2020) (June 30, 2021) (Current fiscal
year)
14,077
15,691
16,236
18,703

Ordinary income
Net
incomeattributable to owners(Millions
oftheparentof yen)

1,972

2,282

2,808

2,988

1,317

1,537

1,888

2,045

Net income per share (Yen)

35.06

40.92

50.24

54.37

10,415

11,78013,956

16,617

5,898
157.007,194191.428,787
233.7010,597281.68

Total assets
Net assets
Net assets per share(Millionsof yen)(Millionsof yen)(Yen)(Notes) 1 Effective December 1, 2019, the Company conducted a 2-for-1 common stock split. Net income per share and net assets per share
are calculated on the assumption that the stock split was conducted at the beginning of the 23rd fiscal year.
2. "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and others are applied from the
beginning of the 26th fiscal year, and the figures for the 26th fiscal year are after the application of these accounting standards.

(2) Our Assets and Profits and Losses

Operating revenue
Ordinary income
Net income(Millionsof yen)(Millionsof yen)(Millionsof yen)Net income per share (Yen)
Total assets
Net assets
Net assets per share(Millionsof yen)(Millionsof yen)(Yen)

26th period(June 30, 2022)
23rd period
24th period
25th period(June 30, 2019) (June 30, 2020) (June 30, 2021) (Current fiscal
year)
1,851
2,355
2,661
2,324
729

1,145

1,348

731

771

1,252

1,464

646

20.55

33.32

38.95

17.18

6,769

6,994

8,899

10,947

4,044
107.65

5,054
134.496,219
165.41

6,532
173.63(Note 1) Effective December 1, 2019, the Company conducted a 2-for-1 common stock split. Net income per share and net assets per share arecalculated on the assumption that the stock split was conducted at the beginning of the 23rd fiscal year.
2. "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and others are applied from the
beginning of the 26th fiscal year, and the figures for the 26th fiscal year are after the application of these accounting standards.

-51-

(5) Significant parent company and subsidiaries(i) Parent company
Not applicable.
(ii) Status of Important Subsidiaries
CapitalPercentage ofvoting rights
held by theCompany

DIVA CORPORATION

100 million yen

100.0%

Internet Disclosure Co., Ltd.

39 million yen

100.0%ZEAL CORPORATION

100 million yen

100.0%FIERTE CORPORATION

100 million yen

100.0%

Outsourcing-related business100.0%

Survey of IT products and services

CapitalPercentage ofvoting rights
held by theCompany

Main Businesses

143,000 GBP

19.79%Development and sales of software

Company NameDIVA CORPORATION OF
1,100,000USD
AMERICA(iii) Status of important affiliated companies
Company Name
Metapraxis Limited

Main Businesses
Software development, sales,
installation support, maintenanceand other related businesses
Software development and sales
information
processing
andprovision services
Design of information systems
Development and sales of softwareand other related businesses(Note) The equity method is applied to the above one important affiliate.

(6) Issues to be addressed
In September 2018, the Group announced "BE GLOBAL 2023," its five-year medium-term
management plan through the fiscal year ending June 30, 2023, with the goal of "becoming aworld-class software company," and is working on business activities to achieve this goal. In
September 2018, we announced "BE GLOBAL 2023," our five-year medium-term management
plan through the fiscal year ending June 30, 2023, which aims to become a world-class software
company. Looking back at progress to date, financial KPIs such as net sales, operating income,ROE, and dividends are generally at achievable levels. However, the goal of raising the ratio of"stock sales," which are sales that occur on an ongoing basis, such as software maintenance fees,
to total sales (stock sales ratio) from over 30% at the time the plan was announced to 70%, has
not seen significant results. Therefore, with a view to formulating the next medium-term
management plan, we, together with the Group Management Strategy Executive Team,summarized what the Group should do to realize the vision as the Avant Group's materiality.
In order to realize this materiality and to accelerate the growth of existing businesses and create
new growth businesses, we have decided to reorganize the group structure into a separateorganization. The issues to be addressed by the Company in realizing materiality through the new
structure are as follows
1. further expansion of customer base
The Group's products have been adopted by many of Japan's leading companies, withsales exceeding 1,100 companies, and are becoming one of the infrastructures that support
consolidated accounting and group management in Japan. However, it has not yet reacheda sufficient level to contribute to society and enhance the corporate value of the Group. For-52-

the time being, we are working to continuously provide high-quality, high-value-added
products and services with the goal of being adopted by more than 2,000 customers.
2. increase the value of contribution to existing customers and their group companies
One of our group's greatest assets is our customers, a group of outstanding companies
representing Japan. In addition, because we provide products and services related to groupmanagement, the number of group companies that use our group's products as users isdozens of times greater than the number of companies that use them beyond them. As
further added value to these customers and their group companies, we aim to contribute tomore than 10,000 group companies by providing a variety of services of our groupcompanies and cloud-based products developed based on the knowledge accumulated
through these services. We aim to contribute to more than 10,000 group companies by
providing various services of our group companies and cloud-based products developed
based on knowledge accumulated through these services.
In addition, the Company will work to create an environment in which each company in
the Group can maximize synergies.
3. Shift from man-hour-based sales to value-added-based sales
In the process of expanding the size of our corporate group to its current scale, we haveincreased the ratio of man-hour-based sales, in which we bill customers based on man-hours
x unit price. In order to further enhance corporate value by increasing profitability andproductivity while expanding the scale of sales, we recognize the need to shift from a manhour-based, sales-oriented business to a value-added, sales-oriented business that does notnecessarily require an increase in personnel to increase sales. We recognize the need to shift
from a man-hour-based sales-oriented business to a value-added sales-oriented businessthat does not necessarily require an increase in personnel to increase sales.
The 70% stock sales ratio is a ratio that would be difficult to achieve without this businessmodel transformation, and by setting this goal as a key indicator, the entire group is working
together to transform the business model.
4. Increase employee job satisfaction
Another major asset of our group is our excellent employees who possess a high level oftechnology and expertise and a spirit of challenge. While increasing the number of
employees each fiscal year, we are working to create a rewarding work environment thatenriches the lives of our employees and allows them to focus on producing results in theirwork. The Group conducts employee surveys using the Great Place to Work ® (GPTW) tocreate a rewarding work environment, visualize job satisfaction and engagement, andimplement improvement actions, with the goal of raising this GPTW score to 70 points foreach Group company. We are working to achieve a GPTW score of 70 points for eachGroup company. We have also begun efforts to hire diverse human resources and promote
them to executive positions, regardless of gender or nationality.
5. Capture external growth
While sustainable development of existing businesses is the basis for the realization of
the mid-term management plan, it may be difficult to realize the plan on its own. We will
also look forward to corporate acquisitions and capital tie-ups, while carefully preparing
for them, as an important element of modern corporate activities, when they are deemednecessary and effective.
In addition to being a company that is consistent with the direction our group is aiming
for, we are also conscious of the cost of capital and expect to maintain a return on equity(ROE) of at least 20% even with the results of external growth. In addition, we will reduce
the possibility of damaging our corporate value by easily acquiring external growth.
6. Compliance-53-

Since its establishment, the Group has emphasized compliance as a fundamental principleof corporate governance. On the other hand, social demands for compliance have been
increasing in recent years, and we believe that the loss of public trust in the event of aviolation is even greater than before, and the time required to regain trust is also longer. We
are promoting our business activities while being more thorough than ever before to ensurethat we do not violate any labor laws and regulations, as well as other relevant laws andregulations, and corporate ethics.
7. Sustainability
The Group's management philosophy, "Creation of a 100-Year Company," is to regard
the company as a public institution of society and to develop sustainably as an organizationthat exists for the benefit of society. Our group's mission is to contribute to society byproviding value in helping our customers use management information to create the future,but in the process of achieving this mission, we will be involved with a variety of
stakeholders, so each and every member of the group must act with due consideration formaintaining a balance between economic activities, environmental conservation, and social
fairness. Therefore, sustainable development will not be possible unless each and every
member of the Group acts with due consideration for maintaining a balance between
economic activities, environmental preservation, and social fairness. To this end, on July22, 2020, the Group established the Group Human Rights Policy and Group Environmental
Policy, and on August 25, 2020, the Group signed the United Nations Global Compact,declaring that it accepts, supports, and implements essential values in the four areas ofhuman rights, labor, the environment, and anti-corruption. The Group declared that it
accepts, supports, and implements the essential values in the four areas of human rights,
labor, environment, and anti-corruption. On July 1, 2021, we decided to take the first step
toward the realization of a sustainable society by converting all of our group's annual
electricity consumption to "green power," thereby reducing greenhouse gas emissions tozero. In addition, the Group has provided support, albeit limited, for sporting events andcultural activities sponsored by local governments and industry associations. On the other
hand, now that we have more than 1,000 group members, we need highly skilled humanresources who can understand the changing needs of our customers and propose solutions
in order to share our philosophy system throughout the group and solve issues 1 through 5
above. We aim to establish optimal training and compensation systems to secure anddevelop such human resources.

-54-

(7) Principal Businesses(As of June 30, 2022)
Segment classification
Group Governance Business

Digital Transformation BusinessOutsourcing BusinessBusiness
Development, sales, implementation support andmaintenanceof
DivaSystem(consolidated
management and consolidated accounting system)
Consulting services related to IFRS compliance,
sophistication of business management, budgetingand management accounting, etc.
Information retrieval service for disclosure
documents
System integration services for information
utilization called BI (Business Intelligence)
Support for implementation of cloud data platforms
Sales and maintenance of software licenses andhardwareOutsourcing services such as consolidated closing ofaccounts and consolidated tax payment(8) Principal business offices(As of June 30, 2022)(1) Our main offices
Tokyo Head Office15-2, Konan 2-chome, Minato-ku, Tokyo(ii) Principal offices of important subsidiaries
DIVA CORPORATION(Head office)Minato-ku, Tokyo
Osaka OfficeOsaka City, Osaka
Nagoya Office
Nagoya City, Aichi Prefecture
Konan Office
Minato-ku, Tokyo
Chuo-ku, Tokyo
Internet Disclosure Co., Ltd.
ZEAL CORPORATION(Head office)Shinagawa-ku, Tokyo
Osaka OfficeOsaka City, Osaka
Fudomae Office
Shinagawa-ku, Tokyo
FIERTE CORPORATION
Shinjuku-ku, Tokyo(Note) Effective March 7, 2022, DIVA Corporation relocated its Osaka office.
(9) Employees(As of June 30, 2022)(i) Employees of the corporate group
Number of employees Number of
1,226 persons

Increase (Decrease) from the end of the previous
consolidated fiscal year
Increase of 119（Note）1. The number of employees indicates the number of full-time employees.
2. The number of employees does not include temporary employees (average of 20 temporary, part-time and part-time employees
during the period).

-55-

(ii) Employees of the Company
Increase (decrease) fromNumber of employees the end of the previous
fiscal year
47 persons
Increase of 2 persons

Average age

Average years of service

43.1 years old

5.1 years（Notes）1. The number of employees indicates the number of full-time employees.
2. The number of employees does not include temporary employees (average number of temporary, part-time and part-time
employees during the period: 0).

(10) Principal Lenders(As of June 30, 2022)
There are no loans from financial institutions.
The Company has entered into commitment line agreements (maximum loan amount: 3,500
million yen) with financial institutions with which it does business in order to raise working capitalefficiently.
(11) Other important matters concerning the current status of the corporate group
Not applicable.
Matters Concerning Company Officers(1) Names, etc. of Directors and Corporate Auditors
As noted on page 31.
(2) Outline of the contents of the liability limitation agreement
As noted on page 31.
(3) Summary of contents of directors' and officers' liability insurance policy
As noted on page 31.
(4) Matters Related to Outside Directors and Outside Corporate Auditors
As noted on page 32.
(5) Executive remuneration system
As described on pages 38 - 42.
Company structure and policies (compliance and risk management)
As described on pages 43 - 46.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
〰
〰
〰
〰
〰
(Note) Amounts in this business report are rounded down to the nearest unit.

-56-

Consolidated Balance Sheets(As of June 30, 2022)

Accounting Subjects(Assets)
Current assets

Amount

9,444,021

Notes, accounts receivableand contract assets

3,024,049

Marketable securities

590,019

Work in progress
Raw materials and supplies
prepaid expenses
Other

18,10082,827
539,637
46,346

Allowanceaccounts-3,685

doubtful

Fixed assets
Property,plant
andequipment
Building
Accumulated depreciation
Vehicles and transportationequipment
Accumulated depreciation
Tools, furniture and fixtures

Lease obligations
Accounts
payableandaccrued expenses
Income taxes payable
Contract liabilities
Asset retirement obligations
Allowance for bonuses
Allowance for bonuses todirectors and corporate
auditors
Allowance for loss on orders
received

2,875,730
398,117

Other364,191-156,239

Fixed liabilities
Lease obligations

843

Asset retirement obligations-843
684,626

Accumulated depreciation
Intangible fixed assets
Software
Other
Investments and other assets-494,461
676,951
676,429521
1,800,661

Investments in securities

511,133

Long-term prepaid expenses

29,713

Lease and guarantee deposits

560,883

Deferred tax asset

568,997

Other
Total assets(Liabilities)
Current liabilities
Notes and accounts payabletrade

13,741,316

Cash on hand and in banksfor(Unit: thousand yen)Accounting Subjects

Total liabilities

Amount5,820,483
662,316
12,428392,568
586,626
2,355,344
15,606
1,050,315
170,813
17,743556,718
198,900
18,324
180,576
6,019,383(Net assets)
Capital stock
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated
othercomprehensive income
Net unrealized gains (losses)onavailable-for-salesecurities, net of taxes
Deferred gains or losses onhedgesForeign currency translation
adjustments
Total net assets
Total liabilities and net assets

129,933
16,617,046-57-

10,466,479
329,128
265,928
9,872,031-608
131,183
103,126
236
27,82010,597,663
16,617,046

Consolidated Statements of Income(From July 1, 2021 to June 30, 2022)(Unit: thousand yen)Accounting Subjects

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative
expenses
Operating income
Non-operating income
Interest income
Dividends received
Gain on investment in partnership
Subsidy income
Other
Non-operating expenses
Interest expense
Equity in losses of affiliated companies
Fees and commissions
Foreign exchange loss
Stock issuance expenses
Other
Ordinary income
Income before income taxes and minority
interests
Corporate, inhabitant and enterprise taxes
Income taxes-deferred
Net income
Net income attributable to owners of theparent-58-

18,703,387
9,782,137
8,921,250
5,674,060
3,247,189
240
6,563
9,043
2,127
1,102
742
269,244
5,682
695
281
647

19,077277,2942,988,973
2,988,973

1,186,181-242,241

943,939
2,045,033
2,045,033

Consolidated Statements of Changes in Net Assets(From July 1, 2021 to June 30, 2022)(Unit: thousand yen)
Shareholders' Equity
Capital stock Capital surplus
Balance at the beginning ofcurrent period
Cumulative effect of a changein accounting policy
Balance at beginning of current
period reflecting change inaccounting policy
Changes of items during theperiodIssuance of new shares

311,568

248,368

T o t a l
Retained
Treasury stock shareholders'earnings
e q u i t y8,169,386-549

71,213
311,568

248,368

17,55917,5598,240,600

8,728,774
71,213-549

8,799,988

35,119Dividends from surplus-413,602-413,602

Net income attributable toowners of the parent

2,045,033

2,045,033

Acquisition of treasury stock
Items
other
than
shareholders' equity
Net changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance at the end of current
period-58-58

17,55917,5591,631,430-58

1,666,491

329,128

265,928

9,872,031-608

10,466,479-59-

Accumulated other comprehensive income (loss)

Balance at the beginning ofcurrent period
Cumulative effect of a changein accounting policy
Balance at beginning of current
period reflecting change inaccounting policy
Changes of items during theperiodAvailable-forsale securities
Deferred
Valuationh e d g edifference on
profit and loss
available-forsale securities
58,11427

O t h e r
Exchangecomprehensive Total net assets
conversion
T o t a l
Adjustmenta c c u mu l at ed
a c c o u n t
p r o f i t
291

58,433

8,787,207
71,213

58,11427

291

58,4338,858,421

Issuance of new shares

35,119Dividends from surplus-413,602

Net income attributable toowners of the parent

2,045,033

Acquisition of treasury stock

-58

Items
other
than
shareholders' equity
Net changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance at the end of current
period45,012

208

27,52972,75072,75045,012

208

27,52972,7501,739,241

103,126

236

27,820131,183

10,597,663-60-

Balance Sheet(As of June 30, 2022)
Accounting Subjects(Assets)
Current assets
Cash on hand and in banks
Accounts receivable
Marketable securities
Supplies
Prepaid expenses
Cash advance
Accounts receivable
Other

Amount8,829,188
6,738,077
93,063590,019
9,607
50,091
583,415
763,676
1,236

Fixed assets
Property,plant
andequipment
Building
Accumulated depreciation
Tools, furniture and fixtures
Accumulated depreciation
Intangible fixed assets
TrademarkSoftware
Other
Investments and otherassets2,118,784

Investments in securities

430,143

4,351,946
3,613
90,422
84,621
276,996
103,632
60,80043,595
3,676,000
12,264

Fixed liabilities

112,686-53,846
345,113-238,739
269,4456
268,923
515

Lease obligations
Asset retirement obligations
Total liabilities(Net assets)
Capital stock
Capital stock
Capital surplus
Capital reserve

5,231
58,346
4,415,524

1,684,125

Retained earnings

5,834,637

1,043,737

Long-term prepaid expenses

19,982

Lease and guarantee deposits

106,429

Insurance reserve

55,051

Deferred tax asset

5,009

Other

23,770a s s e t s

Amount165,214

Shares of subsidiaries andaffiliates

T o t a l

(Unit: thousand yen)Accounting Subjects(Liabilities)
Current liabilities
Lease obligations
Accounts payable
Accrued expenses
Income taxes payable
Deposit received
Allowance for bonuses
Allowance for bonuses todirectors and corporate
auditors
Deposits received fromsubsidiaries and affiliates
Other

Legal retained
reserve

63,578earnings

Other retained earnings
Retained earnings brought
forwardTreasury stock
Valuation and translation
adjustments
Net unrealized gains (losses)onavailable-for-salesecurities, net of taxes
Deferred gains or losses onhedgesTotal net assets
Total liabilities and net assets

10,947,972-61-

6,429,085
329,128
265,928
265,928374
5,834,262
5,834,262-608
103,363
103,126236
6,532,448
10,947,972

Statement of Income(From July 1, 2021 to June 30, 2022)(Unit: thousand yen)Accounting Subjects

AmountOperating revenue
Management fee
Dividends received from subsidiaries andaffiliates
Other

872,595
1,409,149
42,855

Operating expenses

2,324,599
1,594,574

Operating income

730,024

Non-operating income
Interest income

217

Dividends received

6,563

Subsidy income

360

Other

833

7,974

Non-operating expenses
Interest expense

41

Fees and commissions

5,682

Foreign exchange loss

887

Stock issuance expenses

281

Ordinary income

6,892
731,106

Extraordinary loss
Loss on valuation of stocks of subsidiaries
and affiliates
Income before income taxes and minority
interests
Income taxes - current
Income taxes-deferred

276,407454,698-175,031-16,473

Net income

276,407-191,505
646,204-62-

Statement of Changes in Net Assets(From July 1, 2021 to June 30, 2022)(Unit: thousand yen)
Shareholders' Equity shareholder's equity
Capital surplus
Capital stock Capitalreserve
Balance at the beginning ofcurrent period
Changes of items during
the period
Issuance of new shares
Dividends from surplus
Net income
Acquisition of treasurystock
Net changes of items
other than shareholders'equityTotal changes of items
during the period
Balance at the end ofcurrent period

Balance at the end of current period
Other gains
surplus
Legal
Retained
Capitalretainedbalance of
earnings
surplusearnings
retained
total amount
total amountreserveearnings
surplus311,568

248,368

248,368

17,55917,55917,55917,55917,55917,559329,128

265,928

265,928374

5,601,661

5,602,035-413,602
646,204-413,602
646,204-

232,601

232,601374

5,834,262

5,834,637

Shareholders' Equity

Valuation and translation adjustments, etc.
Availablefor-saleValuation
Deferred
securities
and
Total
Capital stock Valuation
hedge
conversion assets
total amount difference on profit
and Total
loss
availabledifference,for-saleetc.
securities

Treasurystock

Balance at the beginning ofcurrent period
Changes of items during
the period
Issuance of new shares-549

6,161,423

58,11427

58,141

net

6,219,564

35,11935,119Dividends from surplus-413,602-413,602

Net income
Acquisition of treasury
stock
Items
other
than
shareholders' equity
Net changes of items
other than shareholders'equityTotal changes of items
during the period
Balance at the end ofcurrent period

646,204

646,204

-58

-58

-58

45,012208

45,22145,221-58

267,662

45,012208

45,221

312,883-608

6,429,085

103,126

236

103,3636,532,448-63-

Auditor’s Report on the Consolidated Financial Statements
Independent Auditor's ReportAugust 25, 2022
Avant Corporation
To: Board of Directors
Deloitte Touche Tohmatsu LLC
Tokyo Office
Designated and Engagement Partner Certified Public Accountant Jun Kagawa
Designated and Engagement Partner Certified Public Accountant Kenji Oyama

Audit Opinion
We have audited the consolidated financial statements, comprising the consolidated balance sheet, the consolidated statement of income,the consolidated statement of changes in net assets, and the notes to consolidated financial statements of Avant Corporation for the fiscal
year from July 1, 2021 to June 30, 2022, in accordance with Article 444-4 of the Corporation Law. We have audited the consolidated balance
sheet, the consolidated statement of income, the consolidated statement of changes in net assets, and the notes to consolidated financial
statements of Avant Inc.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position andresults of operations of the Group, which consisted of the Company and its consolidated subsidiaries for the period, for which theconsolidated financial statements were prepared, in conformity with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility is to express an opinion on
the consolidated financial statements based on our audit. We are independent of the Company and its consolidated subsidiaries and fulfill
our other ethical responsibilities as auditors in accordance with the rules of professional ethics in Japan. We believe that we have obtained
sufficient and appropriate audit evidence to provide a basis for our opinion.
Other Descriptions
The other statements are the business report and its supporting schedules. Management is responsible for preparing and disclosing otherstatements. In addition, the responsibility of the Statutory Auditors and the Audit & Supervisory Board is to monitor the execution of theduties of the Directors in the development and operation of the reporting process for the other statements.
Our audit opinion on the consolidated financial statements does not include any other description, and we express no opinion on any otherdescription.
Our responsibility in the audit of the consolidated financial statements is to read the other information carefully and, in the course of thatreading, to consider whether there are material differences between the other information and the consolidated financial statements or
knowledge we have acquired in the course of our audit, and to pay attention to whether there are any indication of material errors in theother information other than such material differences. In addition to such material differences, we also pay attention to whether there are
any other indications of material errors in the other statements.
If, based on the work we have performed, we determine that there are material errors in the other entries, we are required to report thosefacts.
We have no other matters to report.
Responsibility of Management, Corporate Auditors and the Board of Corporate Auditors for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting
principles generally accepted in Japan. This includes the development and operation of internal control determined by management to benecessary to enable the preparation and fair presentation of the consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for evaluating whether it is appropriate to present theconsolidated financial statements on a going concern basis and for disclosing any matters related to going concern that are required to bedisclosed in accordance with accounting principles generally accepted in Japan. The Company is responsible for the disclosure of suchmatters.
The responsibility of the Statutory Auditors and the Board of Statutory Auditors is to monitor the directors' performance of their duties inthe development and operation of the financial reporting process.
Auditor's Responsibility for the Audit of the Consolidated Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether the consolidated financial statements as a whole are free ofmaterial misstatement, whether due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion on the
consolidated financial statements from an independent standpoint in the auditor's report. A misstatement is considered to be material if it
could have been caused by fraud or error and, individually or in the aggregate, could reasonably be expected to affect the decisions of usersof the consolidated financial statements.
The auditor shall exercise professional judgment throughout the audit process in accordance with auditing standards generally accepted asfair and appropriate in Japan, and shall maintain professional skepticism and

-64-










Identify and assess the risk of material misstatement due to fraud or error. In addition, audit procedures shall be designed andimplemented to address the risks of material misstatement. The selection and application of audit procedures are at the auditor's
discretion. In addition, we obtain sufficient and appropriate audit evidence on which to base our opinion.
The purpose of an audit of the consolidated financial statements is not to express an opinion on the effectiveness of the entity's
internal control; however, in making those risk assessments, the auditor considers internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances.
Evaluate the appropriateness of the accounting policies and methods of application thereof adopted by management and thereasonableness of the accounting estimates made by management and the appropriateness of the related notes.
Conclusion as to whether it is appropriate for management to prepare the consolidated financial statements on a going concern
basis and, based on the audit evidence obtained, whether there are material uncertainties regarding events or conditions that might
cast significant doubt on the entity's ability to continue as a going concern. If a material uncertainty regarding the entity's ability
to continue as a going concern exists, the auditor is required to draw attention in the auditor's report to the notes to the consolidated
financial statements or, if the notes to the consolidated financial statements are not appropriate with respect to the material
uncertainty, to express an opinion with qualifications on the consolidated financial statements. The auditor's conclusion is basedon audit evidence obtained up to the date of the auditor's report; however, future events or circumstances may cause the entity tocease to exist as a going concern.
The consolidated financial statements are presented in conformity with accounting principles generally accepted in Japan, and theconsolidated financial statements, including the related notes, present fairly the transactions and accounting policies of theCompany and its subsidiaries, and the results of their operations and their cash flows. The consolidated financial statements arepresented in conformity with accounting principles generally accepted in our country.
Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its consolidated subsidiaries
to enable us to express our opinion on the consolidated financial statements. The auditor is responsible for directing, supervising,and performing the audit of the consolidated financial statements. The auditor is solely responsible for its audit opinion.

The auditor shall report to the corporate auditors and the board of corporate auditors on the scope and timing of the planned audit, significant
audit findings, including material deficiencies in internal controls, identified during the course of the audit, and other matters required by
the audit standards.
The auditor shall report to the auditors and the board of auditors on the auditor's compliance with the rules of professional ethics in Japan
regarding independence and any matters reasonably believed to affect the auditor's independence and any safeguards, if any, taken to remove
or mitigate disincentives.
Declaration of Interests
We have no interest in or relationship with the Company or its consolidated subsidiaries which is required to be disclosed pursuant to theprovisions of the Certified Public Accountants Act.
Ends

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Auditor’s Report on Financial Statements
Independent Auditor's ReportAugust 25, 2022
Avant Corporation
To: Board of Directors
Deloitte Touche Tohmatsu LLC
Tokyo Office
Designated and Engagement Partner Certified Public Accountant Jun Kagawa
Designated and Engagement Partner Certified Public Accountant Kenji Oyama
Audit Opinion
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the financial statements, namely, the balance sheet,the statement of income, the statement of changes in net assets, the notes to the financial statements, and the related supplementary schedules(the "Financial Statements, etc.") of Avant Corporation.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position and results ofoperations of the Company for the period, for which the financial statements were prepared, in conformity with accounting principles
generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility is to express an opinion on
the financial statements based on our audit. We are independent of the company and fulfill our other ethical responsibilities as auditors inaccordance with the rules of professional ethics in our country. We believe that we have obtained sufficient and appropriate audit evidence
to provide a basis for our opinion.
Other Descriptions
The other statements are the business report and its supporting schedules. Management is responsible for preparing and disclosing otherstatements. In addition, the responsibility of the Statutory Auditors and the Audit and Supervisory Board is to monitor the execution of theduties of the Directors in the development and operation of the reporting process for the other statements.
Our audit opinion on the financial statements does not cover other matters and we express no opinion on them.
Our responsibility in the audit of the financial statements is to read the other information carefully and, in the course of reading, to consider
whether there are material differences between the other information and the financial statements or our knowledge obtained in the audit,
and to pay attention to whether there are any indication of material errors in the other information besides such material differences. In
addition to such material differences, we also pay attention to whether there are any other indications of material errors in the otherstatements.
If, based on the work we have performed, we determine that there are material errors in the other entries, we are required to report thosefacts.
We have no other matters to report.
Responsibility of Management, Corporate Auditors and the Board of Corporate Auditors for the Financial Statements and Other Documents
Management is responsible for the preparation and fair presentation of the financial statements in conformity with accounting principles
generally accepted in Japan. This includes the establishment and operation of internal controls deemed necessary by management for the
preparation and fair presentation of financial statements and other financial information that are free from material misstatement due tofraud or error.
In preparing the financial statements, management is responsible for evaluating whether it is appropriate to prepare the financial statements
based on the going concern assumption and for disclosing matters related to a going concern if such disclosure is required under accounting
principles generally accepted in Japan.
The responsibility of the Statutory Auditors and the Board of Statutory Auditors is to monitor the directors' performance of their duties inthe development and operation of the financial reporting process.
Auditor's Responsibility for the Audit of Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether the financial statements as a whole are free of material
misstatement, whether due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion on the financial
statements from an independent perspective in the auditor's report. A misstatement is considered to be material if it could have been causedby fraud or error and, individually or in the aggregate, could reasonably be expected to affect the decisions of users of the financial
statements.
The auditor shall exercise professional judgment throughout the audit process in accordance with auditing standards generally accepted asfair and appropriate in Japan, and shall maintain professional skepticism and
Identify and assess the risk of material misstatement due to fraud or error. In addition, audit procedures shall be designed andimplemented to address the risks of material misstatement. The selection and application of audit procedures are at the auditor's
discretion. In addition, we obtain sufficient and appropriate audit evidence on which to base our opinion.
The purpose of an audit of financial statements is not to express an opinion on the effectiveness of internal control. However, inmaking risk assessments, the auditor considers internal control relevant to the audit in order to design audit procedures that are-66-

appropriate in the circumstances.
Evaluate the appropriateness of the accounting policies and methods of application thereof adopted by management and thereasonableness of the accounting estimates made by management and the appropriateness of the related notes.
The auditor concludes whether it is appropriate for management to prepare the financial statements on a going concern basis and,
based on the audit evidence obtained, whether there are material uncertainties regarding events or conditions that might castsignificant doubt on the entity's ability to continue as a going concern. If a material uncertainty regarding the entity's ability tocontinue as a going concern is recognized, the auditor is required to draw attention in the auditor's report to the notes to the financial
statements or, if the notes to the financial statements are not appropriate with respect to the material uncertainty, to express an
opinion with qualifications on the financial statements or the financial statements. The auditor's conclusion is based on audit
evidence obtained up to the date of the auditor's report; however, future events or circumstances may cause the entity to cease toexist as a going concern.
The financial statements are presented in accordance with accounting principles generally accepted in Japan, and the financial
statements, including the related notes, present fairly the transactions and accounting events on which the financial statements are
based. (2) Evaluate whether the financial statements are in conformity with accounting principles generally accepted in the UnitedStates of America.
The auditor shall report to the corporate auditors and the board of corporate auditors on the scope and timing of the planned audit, significant
audit findings, including material deficiencies in internal controls, identified during the course of the audit, and other matters required by
the audit standards.
The auditor shall report to the auditors and the board of auditors on the auditor's compliance with the rules of professional ethics in Japan
regarding independence and any matters reasonably believed to affect the auditor's independence and any safeguards, if any, taken to remove
or mitigate disincentives.


Declaration of Interests
We have no interest in or relationship with the Company which is required to be disclosed pursuant to the provisions of the Certified Public
Accountants Act.
Ends

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Audit Report by the Audit & Supervisory Board
Audit Report
We, the Audit & Supervisory Board, have prepared this Audit Report based on the audit reports prepared by eachof the Corporate Auditors on the Directors' performance of their duties during the 26th fiscal year from July 1, 2021
to June 30, 2022, and after due deliberation, hereby We hereby report as follows.
Method and details of audits by corporate auditors and the Board of Corporate Auditors(1) The Audit & Supervisory Board established auditing policies, assignment of duties, etc., received reports from each Corporate Auditor
on the status and results of audits, received reports from Directors, etc. and Accounting Auditors on the status of execution of theirduties, and requested explanations as necessary.
(2) Each Corporate Auditor, in accordance with the auditing standards for Corporate Auditors established by the Audit & Supervisory
Board and in accordance with the auditing policy, assignment of duties, etc., communicated with the Directors, the internal audit
department and other employees, etc., and endeavored to collect information and develop the auditing environment, and conducted
audits in the following manner.
(i) Attended meetings of the Board of Directors and other important meetings, received reports from directors, employees, and otherson the status of execution of their duties, requested explanations as necessary, perused important approval documents, etc., andinvestigated the status of operations and assets at the head office and principal business offices. With respect to subsidiaries, theCompany communicated and exchanged information with directors and auditors of subsidiaries and received business reports
from subsidiaries as necessary.
(ii) The Company shall request periodic reports from directors and employees, etc. on the status of the establishment and operation of
the system (internal control system), as necessary. With respect to the details of the resolution of the Board of Directors regarding
the establishment of a system to ensure compliance with laws and regulations and the Articles of Incorporation of the Company,
and the establishment of a system based on such resolution (internal control system), we received periodic reports from directors
and employees, and requested explanations and expressed our opinions as necessary. The Company has received periodic reports
from directors and employees, etc. on the status of establishment and operation of the system (internal control system) based on
the contents of the resolution of the Board of Directors and the third paragraph of the preceding Article.
(iii) Monitored and verified whether the accounting auditors maintained their independence and conducted appropriate audits, received
reports from the accounting auditors on the performance of their duties, and requested explanations as necessary. In addition, we
received notice from the accounting auditor that "systems to ensure that duties are performed properly" (matters set forth in each
item of Article 131 of the Corporate Calculation Regulations) are maintained in accordance with the "Quality Control Standards
for Audits" (Business Accounting Council, October 28, 2005) and other relevant standards, and sought explanations as necessary.
Based on the above methods, we have examined the business report and its supporting schedules, financial statements (balance sheet,statement of income, statement of changes in net assets, and notes to financial statements) and their supporting schedules, and consolidated
financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets, andnotes to consolidated financial statements) for the fiscal year under review. (1) The Company has examined the following
2. Results of Audit(1) Results of audit of business reports, etc.
(i) In our opinion, the business report and supporting schedules fairly present the condition of the Company in conformity withapplicable laws and regulations and the Articles of Incorporation of the Company.
(ii) We have found no misconduct or material fact of violation of laws and regulations or the Articles of Incorporation in connection
with the execution of duties by the Directors.
(iii) In our opinion, the contents of the resolution of the Board of Directors regarding the internal control system are fair and reasonable.
In addition, we have found no matters to be pointed out with respect to the descriptions in the business report and the executionof duties by the directors with respect to such internal control system.
(2) Results of audit of financial statements and supplementary schedules
In our opinion, the auditing methods and results of the accounting auditor, Deloitte Touche Tohmatsu LLC, are appropriate.
(3) Results of audit of consolidated financial statements
In our opinion, the auditing methods and results of the accounting auditor, Deloitte Touche Tohmatsu LLC, are appropriate.

August 31, 2022
Audit & Supervisory Board of Avant Corporation
Corporate Auditor
Tsuyoshi Noshiro
Outside Corporate Auditor
Kunio Suzuki
Outside Corporate Auditor
Chie GotoEnds-68-