This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9274
June 9, 2023
(Start Date of Electronic Provision Measures: June 7, 2023)
To Shareholders with Voting Rights:
Madoka Tanabe
Representative Director of the Board
Chairman & Chief Executive Officer
KPP GROUP HOLDINGS CO., LTD.
6-24 Akashi-cho, Chuo-ku, TokyoNOTICE OF
THE 149TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 149th Annual General Meeting of Shareholders of KPP GROUPHOLDINGS CO., LTD. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company takes electronic provision measuresand has posted the matters subject to electronic provision on the following website on the Internet. Please
access the websites below to view the information.
The Company’s website
https://www.kpp-gr.com/ja/ir/stock/meeting.html
In addition to the website shown above, the Company also has posted the matters subject to electronic
provision on the website of Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company
Search) below, enter “KPP GROUP HOLDINGS” in the issue name (company name) field or “9274” inthe securities code field, and click “Search,” and then click “Basic information” and select “Documents for
public inspection/PR information” and “Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting” to view the information.
The TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting in person, you can exercise your voting rights in writing (by mail)or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders
posted in the matters subject to electronic provision, and exercise your voting rights by 5:15 p.m. on
Wednesday, June 28, 2023, in accordance with the guidance below.

-1-1. Date and Time:
2. Place:

Thursday, June 29, 2023 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
1-10-7 Kyobashi, Chuo-ku, Tokyo
AP Tokyo Yaesu-dori Conference Hall, 11th Floor, KPP Yaesu Building

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements for theCompany’s 149th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 149th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Six (6) Directors of the Board (Excluding Directors of the Board
Serving as Members of the Audit and Supervisory Committee)
Proposal 3:
Election of Three (3) Directors of the Board Serving as Members of the
Audit and Supervisory Committee
Proposal 4:
Election of One (1) Substitute Director of the Board Serving as a Member ofthe Audit and Supervisory Committee

Guidance on Use of Platform for Electronic Exercise of Voting Rights (To institutional investors)
Institutional investors may use the platform for electronic exercise of voting rights operated by ICJ, Inc.
to exercise their voting rights electronically.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

Regarding the appropriation of surplus, we would like to propose the following.

Matters concerning the year-end dividend

We position the return of profits to shareholders as a key issue for management, and make it ourbasic policy to continue stable dividends and increase corporate competitiveness and shareholder value
through the expansion and effective use of internal reserves.
Under this policy, we would like to propose the year-end dividend for the 149th fiscal year of ¥11
per share as follows.
As we paid an interim dividend of ¥9 per share (regular dividend of ¥7 per share and commemorative
dividend of ¥2 per share), the annual dividend for the 149th fiscal year will be ¥20 per share, an increaseof ¥6 per share from the previous fiscal year.
Type of dividend property
CashMatters concerning the allotment of dividend property and the total amount thereof¥11 per share of common stock of the Company
Total amount: ¥805,687,135
Date on which the dividend of surplus will become effective
June 30, 2023

-3-

Proposal 2:

Election of Six (6) Directors of the Board (Excluding Directors of the Board Serving
as Members of the Audit and Supervisory Committee)

The terms of office of all six (6) Directors of the Board (excluding Directors of the Board serving as
Members of the Audit and Supervisory Committee) will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the election of six (6) Directors of the Board is proposed.
With respect to this proposal, the Audit and Supervisory Committee of the Company has judged that allof the candidates for Director of the Board are qualified.
The candidates for Director of the Board are as follows:
No.

Current positions and responsibilities at the Company,
and significant concurrent positions

Name

Representative Director of the
Board[Reappointment]
Chairman & Chief Executive
Officer1

Madoka Tanabe

2

Representative Director of theTadashi Kurihara [Reappointment] Board
President

3

Yasuyuki Sakata

Director of the Board, Chairman,
KOKUSAI PULP&PAPER CO.,LTD.
Representative Director of theBoard, President & Executive
Officer, KOKUSAI PULP&PAPER
CO., LTD.

[New
appointment]

Responsible for Corporate
Administration
Managing Executive Officer,
KOKUSAI PULP&PAPER CO.,LTD.
Deputy CEO & CFO, Antalis S.A.S.
Responsible for Overseas BusinessDirector of the Board, Senior
Managing Executive Officer,
KOKUSAI PULP&PAPER CO.,LTD.

Senior Managing Director of
the Board4

Makoto Ikuta[Reappointment]

5

Tatsushi Yano

[Reappointment][Outside]
Director of the Board[Independent]

Outside Director, MANI, INC.

Mina Ito[Reappointment][Outside]
Director of the Board[Independent]

Special Advisor, Baker & McKenzie
CEO, ZENMONDO Co., Ltd.
Outside Corporate Auditor, C’BON
COSMETICS Co., Ltd.

6

(Note) The current positions and responsibilities at the Company, and the significant concurrent positionsof the above candidates for Director of the Board are as of the date of the preparation of this notice.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1971
June 2004
May 2006
June 2006
June 2008
April 2009

April 2012

June 2012
Madoka Tanabe(March 19, 1949)
1

January 2013
[Reappointment][Attendance at theBoard of Directors
meetings]
12/12 (100%)

April 2013

June 2013
June 2015
June 2020
October 2022

Joined former Daido Yoshiten Ltd.
Director of the Board, General Manager ofBusiness Creation Sales Div. of the Company
Chairman, Kokusai Pulp & Paper (China) Co., Ltd.
(retired from the position in April 2013)
Managing Director of the Board, General Manager
of Business Creation Sales Div. and Head of Asia
Office of the Company
Senior Managing Director of the Board, General
Manager of Business Creation Sales Div.,
supervising RISANET Sales Div. of the Company
Senior Managing Director of the Board,
supervising Corporate Planning Div., Business
Creation Sales Div., RISANET Sales Div. and
New Business Establishment Preparation Office of
the Company
Senior Managing Director of the Board,
supervising Corporate Planning Div., Business
Creation Sales Div., Development Sales Dept. and
RISANET Sales Dept. of the Company
Representative Director of the Board, Vice
President, Assistant to President, supervising
Development Sales Dept. and RISANET Sales
Dept. of the Company
Representative Director of the Board, Vice
President, Assistant to President, overseeing Paper
Raw Material Business Div. and supervising
Development Sales Dept. of the Company
Representative Director of the Board, Vice
President, Assistant to President, overseeing Paper
Raw Material Business Div., and supervising
Overseas Business Div. and Development Sales
Div. of the Company
Representative Director of the Board, President of
the Company
Representative Director of the Board, President &Chief Executive Officer of the Company
Representative Director of the Board, Chairman &Chief Executive Officer of the Company (topresent)
Director of the Board, Chairman, KOKUSAI
PULP&PAPER CO., LTD. (to present)

Number ofshares of theCompany held

70,000[Significant concurrent positions]
Director of the Board, Chairman, KOKUSAI PULP&PAPER CO.,LTD.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Madoka Tanabe has been involved in the overall management of the Company as Representative Director of
the Board since June 2012, leading the Company’s management with his extensive experience as an executive,
strong leadership, and decision-making skills. To achieve a sustained enhancement of the Company’s corporate
value, we have determined that he continues to be qualified to serve as a Director of the Board.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2012
June 2013
April 2014
June 2014
April 2015
June 2015
April 2016

2

Tadashi Kurihara(August 20, 1955)

June 2016[Reappointment]

June 2017[Attendance at theBoard of Directors
meetings]
12/12 (100%)

April 2020
June 2020
October 2022

Joined former DaiEi Papers Ltd.
Executive Officer, Deputy Regional Executive
Manager, Nagoya Branch of the Company
Senior Executive Officer, Deputy Regional
Executive Manager, Nagoya Branch of theCompany
Senior Executive Officer, Regional Executive
Manager, Nagoya Branch of the Company
Director of the Board, Managing Executive
Officer, Regional Executive Manager, Nagoya
Branch of the Company
Director of the Board, Managing Executive
Officer, Regional Executive Manager, Chubu
Branch of the Company
Director of the Board, Senior Executive Officer,
Regional Executive Manager, Chubu Branch of theCompany
Director of the Board, Senior Executive Officer,
Head of National Sales Headquarters of theCompany
Director of the Board, Managing Executive
Officer, Head of National Sales Headquarters of
the Company
Representative Director of the Board, Senior
Managing Executive Officer, overseeing Overall
Sales & Marketing and Head of National Sales
Headquarters of the Company
Representative Director of the Board, Senior
Managing Executive Officer, overseeing Overall
Sales & Marketing of the Company
Representative Director of the Board, President &Executive Officer of the Company
Representative Director of the Board, President of
the Company (to present)
Representative Director of the Board, President &Executive Officer, KOKUSAI PULP&PAPER
CO., LTD. (to present)

Number ofshares of theCompany held

30,000[Significant concurrent positions]Representative Director of the Board, President & Executive Officer,
KOKUSAI PULP&PAPER CO., LTD.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Tadashi Kurihara has been involved in the overall management of the Company as Representative Director of
the Board since June 2017, leading the Company’s management with his extensive experience as an executive,
strong leadership, and decision-making skills. To achieve a sustained enhancement of the Company’s corporate
value, we have determined that he continues to be qualified to serve as a Director of the Board.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
July 2011
July 2017
April 2020
April 2021

3

Yasuyuki Sakata(November 15, 1957)[New appointment]

April 2022
April 2023

Joined the Bank of Tokyo, Ltd. (currently MUFG
Bank)Joined Nippon Densan Corporation (currently
Nidec Corporation)
Joined the Company
Executive Officer, Head of Business Strategy
Office of the Company
Senior Executive Officer of the Company
Deputy CEO & CFO, Antalis S.A.S. (to present)
Managing Executive Officer of the Company
Responsible for Corporate Administration of theCompany (to present)
Managing Executive Officer, KOKUSAI
PULP&PAPER CO., LTD. (to present)

Number ofshares of theCompany held

9,000

[Significant concurrent positions]Managing Executive Officer, KOKUSAI PULP&PAPER CO., LTD.
Deputy CEO & CFO, Antalis S.A.S.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Yasuyuki Sakata has held various posts such as Head of Business Strategy Office of the Company and
Deputy CEO & CFO, Antalis S.A.S. and possesses extensive business experience and a proven track recordin M&A as well as management and administration at overseas subsidiaries. For this reason, we havedetermined that he is qualified to serve as a Director of the Board.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
April 2013
April 2014
April 2016
April 2017
June 2017
October 2017

4

Makoto Ikuta(January 5, 1957)

April 2018

[Reappointment]

June 2018[Attendance at theBoard of Directors
meetings]
12/12 (100%)

April 2022
October 2022

April 2023

Joined former Sumisho Paper Co., Ltd.
Executive Officer, General Manager of Paper Raw
Material Business Div. and General Manager ofPulp Dept. of the Company
Executive Officer, General Manager of Global
Business Paper Raw Material Sales Div. of theCompany
Senior Executive Officer, General Manager of
Global Business Paper Raw Material Sales Div. of
the Company
Senior Executive Officer, Deputy General Manager
of Global Business Headquarters of the Company
Director of the Board, Senior Executive Officer,
Deputy General Manager of Global Business
Headquarters of the Company
Director of the Board, Senior Executive Officer,
Deputy General Manager of Global Business
Headquarters and General Manager of Global
Business Operations Div. of the Company
Director of the Board, Senior Executive Officer,
Head of Global Business Headquarters of theCompany
Director of the Board, Managing Executive
Officer, Head of Global Business Headquarters of
the Company
Director of the Board, Senior Managing Executive
Officer, Head of Global Business Headquarters of
the Company
Senior Managing Director of the Board in chargeof Overseas Business of the Company
Director of the Board, Senior Managing Executive
Officer, KOKUSAI PULP&PAPER CO., LTD. (topresent)
Senior Managing Director of the Board,
Responsible for Overseas Business of theCompany (to present)

Number ofshares of theCompany held

30,000[Significant concurrent positions]
Director of the Board, Senior Managing Executive Officer, KOKUSAI
PULP&PAPER CO., LTD.
[Reasons for nomination as a candidate for Director of the Board]
Mr. Makoto Ikuta has held various posts such as General Manager of Global Business Paper Raw Material Sales
Div., General Manager of Global Business Operations Div., and Head of Global Business Headquarters, providing
leadership in promoting overseas business and others. Considering his extensive business experience and a proventrack record, we have determined that he continues to be qualified to serve as a Director of the Board.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1974
June 2003
April 2006
June 2006
June 2010

Tatsushi Yano
(June 21, 1951)
5[Reappointment][Outside][Independent]

June 2012
June 2016
June 2018
June 2019

Joined Tomen Corporation
Executive Officer, General Manager of North
America, Tomen Corporation
Director, Sanyo Chemical Industries, Ltd.
Director and Executive Officer, Sanyo Chemical
Industries, Ltd.
Director and Managing Executive Officer, Sanyo
Chemical Industries, Ltd.
Director and Senior Managing Executive Officer,
Sanyo Chemical Industries, Ltd.
Company Advisor, Sanyo Chemical Industries,
Ltd.
Retired from Sanyo Chemical Industries, Ltd.
Outside Director of the Board of the Company (topresent)
Outside Director, MANI, INC. (to present)

Number ofshares of theCompany held—

November 2019
[Attendance at the[Significant concurrent positions]Board of Directors
meetings]
Outside Director, MANI, INC.
12/12 (100%)[Reasons for nomination as a candidate for Outside Director of the Board and outline of expected roles]
Mr. Tatsushi Yano has held officer positions along with experience in overseas business for many years at
operating companies (a trading company and a manufacturer), and has abundant experience with M&A, postmerger integration (PMI), business reorganization, and restructuring. He can be expected to continue to provide
advice on management and supervise our business execution, therefore, we have determined that he is qualified
to serve as an Outside Director of the Board.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
June 1996
January 2004
January 2020
May 2020
June 2020
June 2021

6

Joined Baker & McKenzie
Partner, Baker & McKenzie
Special Advisor, Baker & McKenzie (to present)
Established and became CEO of ZENMONDO
Co., Ltd. (to present)
Outside Corporate Auditor, C’BON COSMETICS
Co., Ltd. (to present)
Outside Director of the Board and Member of the
Audit and Supervisory Committee of the Company
Outside Director of the Board of the Company (topresent)

Mina Ito(March 2, 1967)

June 2022[Reappointment][Outside][Independent][Significant concurrent positions]
Special Advisor, Baker & McKenzie
CEO, ZENMONDO Co., Ltd.,
Outside Corporate Auditor, C’BON COSMETICS Co., Ltd.

Number ofshares of theCompany held—

[Attendance at theBoard of Directors
meetings]
12/12 (100%)[Reasons for nomination as a candidate for Outside Director of the Board and outline of expected roles]
Ms. Mina Ito is well versed in corporate law in general as an international attorney and has extensive experiencein M&A, global business strategy, and management support. She possesses a track record as a company ownerwith a mission to help solve global social issues and has actively provided advice on overall management from a
global perspective at the Board of Directors meetings and others. She can be expected to continue to utilize her
experience etc. in the Group’s management, therefore, we have determined that she is qualified to serve as an
Outside Director of the Board.

- 10 -

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Tatsushi Yano is a candidate for Outside Director of the Board. Mr. Tatsushi Yano will have
served as an Outside Director of the Board of the Company for four (4) years at the conclusionof this General Meeting of Shareholders.
3. Ms. Mina Ito is a candidate for Outside Director of the Board. Ms. Mina Ito will have served as
an Outside Director of the Board of the Company for two (2) years at the conclusion of this
General Meeting of Shareholders, including her tenure as an Outside Director of the Board
serving as a Member of the Audit and Supervisory Committee from June 29, 2021 to June 29,2022.
4. Ms. Mina Ito’s attendance at the Board of Directors meetings includes her attendances as an
Outside Director of the Board serving as a Member of the Audit and Supervisory Committee at
Board of Directors meetings held four times in the period from April 1, 2022 to theconclusion of the General Meeting of Shareholders held on June 29, 2022.
5. Pursuant to the provision of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into a limited liability agreement with Mr. Tatsushi Yano and Ms. Mina Ito to limit their
liability prescribed in Article 423, Paragraph 1 of the said Act. The Company will continue thesaid agreement with them if their reelection is approved.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and theoutline of the said agreement is as described in page 40 of the Business Report (Japanese only).
If the candidates are elected and assume office as Directors of the Board (excluding Directors of
the Board serving as Members of the Audit and Supervisory Committee), they will be insured
under the said insurance agreement. The Company intends to renew the said insurance agreement
under the same terms at the time of the next renewal.
7. Mr. Tatsushi Yano and Ms. Mina Ito meet the requirements for independent officers provided forby the Tokyo Stock Exchange, and the Company will continue to register them as independent
officers with the said Exchange if their reelection is approved.

- 11 -

Proposal 3:

Election of Three (3) Directors of the Board Serving as Members of the Audit andSupervisory Committee

The terms of office of all three (3) Directors of the Board serving as Members of the Audit andSupervisory Committee will expire at the conclusion of this General Meeting of Shareholders. Accordingly,
the election of three (3) Directors of the Board serving as Members of the Audit and Supervisory
Committee is proposed.
With respect to this proposal, the Audit and Supervisory Committee has given its approval.
The candidates for Director of the Board serving as Members of the Audit and Supervisory Committee
are as follows:
No.
1

Name
Yuzo Tomita

Current positions and responsibilities at the Company,
and significant concurrent positions[New appointment]

Corporate Advisor
Outside Director, D.I. System Co., Ltd.

2

Shoko Kataoka[Reappointment][Outside][Independent]

Outside Director of theBoard and Member of the
Audit and Supervisory
Committee

Director and Audit and Supervisory
Committee Member, COACH A Co.,Ltd.
Corporate Auditor, Prime Road Inc.

3

Keigo Omi

Note:

Representative Partner, Chiyoda Audit
Corporation[New appointment][Outside][Independent]

Corporate Auditor, fanbase company
Representative Director, Medical
Labotics Co., Ltd.

The current positions and responsibilities at the Company, and the significant concurrent positionsof the above candidates for Director of the Board serving as Members of the Audit and Supervisory
Committee are as of the date of the preparation of this notice.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
April 2014
April 2014

June 2018

1

Yuzo Tomita(January 11, 1958)[New appointment]

April 2021
October 2022
April 2023

Joined SUMITOMO CORPORATION
Joined the Company
Senior Executive Officer,
Deputy General Manager, Global Business
Headquarters and General Manager of Global
Business Operations Div. of the Company
Managing Executive Officer, in charge of Global
Business Headquarters, Global Business
Operations Div., and preparation for establishingnew company of the Company
Managing Executive Officer, General Manager ofBusiness Strategy Div. of the Company
General Manager of Business Strategy Div. of theCompany
Corporate Advisor of the Company (to present)

Number ofshares of theCompany held

30,000[Reasons for nomination as a candidate for Director of the Board serving as a Member of the Audit andSupervisory Committee]
Mr. Yuzo Tomita has held various posts such as General Manager of Group Management Strategy Div., Deputy
General Manager of Global Business Headquarters, and General Manager of Business Strategy Div., and possesses
business experience and a proven track record in investment and business strategies, as well as managementadministration of Group companies. For this reason, we have determined that he is qualified to serve as a
Director of the Board serving as a Member of the Audit and Supervisory Committee.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Koichi Kitano Law Office
Established DoSOLO! Law Office (joint
management)
October 2001
Legal Division, Matsushita Electric Industrial Co.,
Ltd. (currently Panasonic Holdings Corporation)
November 2007 Leader, Legal Department, FAST RETAILING
CO., LTD.
November 2012 General Manager, Legal Department, USJ Co.,
Ltd. (currently USJ LLC)
November 2018 Manager, Legal and Internal Controls, COACH A
Shoko Kataoka
Co., Ltd.
(June 26, 1968)
December 2019 Outside Director, D.I. System Co., Ltd. (to present)—[Reappointment]
Director and Audit and Supervisory Committee
March 2020
[Outside]
Member, COACH A Co., Ltd. (to present)[Independent]
August 2021
Corporate Auditor, Prime Road Inc. (to present)
June 2022
Outside Director of the Board and Member of the[Attendance at the
Audit and Supervisory Committee of theBoard of Directors
Company(to present)
meetings][Significant concurrent positions]
8/8 (100%)[Attendance at theOutside Director, D.I. System Co., Ltd.
Audit and Supervisory Director and Audit and Supervisory Committee Member, COACH A
Committee meetings] Co., Ltd.
12/12 (100%)
Corporate Auditor, Prime Road Inc.
[Reasons for nomination as a candidate for Outside Director of the Board serving as a Member of the Audit andSupervisory Committee and outline of expected roles]
Ms. Shoko Kataoka is a qualified attorney, has served as the leader of in-house legal departments of several
companies, and is familiar with the support services for institutional decisions and contracts related to M&As.
Accordingly, she can be expected to continue to provide advice on management of the Group and supervise ourbusiness execution, therefore, we have determined that she is qualified to serve as an Outside Director of theBoard serving as a Member of the Audit and Supervisory Committee.
April 1998
April 2000

2

Number ofshares of theCompany held

- 14 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
November 1988
September 1993
July 2005
September 2006
July 2018

Keigo Omi
(December 4, 1961)
3[New appointment][Outside][Independent]

October 2018
May 2019
April 2020

Number ofshares of theCompany held

Joined Fuji Bank, Limited (currently Mizuho Bank,
Ltd.)
Joined International Department of Chuo Audit
Corporation
Temporarily Transferred to New York Office of
Coopers & LybrandRepresentative Partner, ChuoAoyama Audit
Corporation
Representative Partner, PricewaterhouseCoopers
Aarata LLC
Representative Partner, Chiyoda Audit Corporation(to present)
Director, bitFlyer Holdings, Inc.
Corporate Auditor, fanbase company (to present)
Representative Director, Medical Labotics Co.,
Ltd. (to present)—[Significant concurrent positions]Representative Partner, Chiyoda Audit Corporation
Corporate Auditor, fanbase company
Representative Director, Medical Labotics Co., Ltd.
[Reasons for nomination as a candidate for Outside Director of the Board serving as a Member of the Audit andSupervisory Committee and outline of expected roles]
Mr. Keigo Omi is a certified public accountant and has successively held posts of representative partner ataccounting firms. He possesses extensive business experience and a proven track record in company integration,
listing projects, and management of operating companies. He can be expected to provide advice on management
and supervise our business execution, therefore, we have determined that he is qualified to serve as an Outside
Director of the Board serving as a Member of the Audit and Supervisory Committee.

Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Shoko Kataoka and Mr. Keigo Omi are candidates for Outside Director of the Board serving
as Members of the Audit and Supervisory Committee.
3. Ms. Shoko Kataoka will have served as an Outside Director of the Board serving as a Memberof the Audit and Supervisory Committee for one (1) year at the conclusion of this General
Meeting of Shareholders.
4. The Company has entered into a limited liability agreement with Ms. Shoko Kataoka to limit her
liability prescribed in Article 427, Paragraph 1 of the Companies Act. The maximum amount ofliability for damages pursuant to the agreement shall be the minimum amount set forth in Article
425, Paragraph 1 of the said Act, and the Company will continue the said agreement with her if
her reelection is approved. The Company will enter into the aforementioned limited liability
agreement with Mr. Keigo Omi if his election is approved.
5. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and theoutline of the said agreement is as described in page 40 of the Business Report (Japanese only).
If the candidates are elected and assume office as Directors of the Board serving as Members of
the Audit and Supervisory Committee, they will be insured under the said insurance agreement.
The Company intends to renew the said insurance agreement under the same terms at the time of
the next renewal.
6. The Company designates Ms. Shoko Kataoka as an independent officer provided for by the Tokyo
Stock Exchange, and will continue to register her as an independent officer with the said
Exchange if her reelection is approved. Mr. Keigo Omi meets the requirements for independent
officers provided for by the Tokyo Stock Exchange, and the Company will register him as anindependent officer with the said Exchange if his election is approved.

- 15 -

Proposal 4:

Election of One (1) Substitute Director of the Board Serving as a Member of the Audit
and Supervisory Committee

To prepare for a situation where the number of Directors of the Board serving as Members of the Audit
and Supervisory Committee fails to satisfy the number prescribed by laws and regulations, the election of
one (1) Substitute Director of the Board serving as a Member of the Audit and Supervisory Committee is
proposed.
Mr. Akihiro Hirokawa, a candidate for Substitute Director of the Board serving as a Member of the
Audit and Supervisory Committee, shall assume office if the number of Directors of the Board serving as
Members of the Audit and Supervisory Committee fails to satisfy the number prescribed by laws andregulations, and his term of office shall expire when the term of office of the retiring Director of the Board
serving as a Member of the Audit and Supervisory Committee expires. The resolution on this proposal
shall be effective until the beginning of the next Annual General Meeting of Shareholders.
With respect to this proposal, the Audit and Supervisory Committee has given its approval.
The candidate for Substitute Director of the Board serving as a Member of the Audit and Supervisory
Committee is as follows:
Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1968
July 2000
July 2002
July 2005

Akihiro Hirokawa(May 1, 1949)

July 2006
July 2007
July 2008
September 2009
June 2012

Co-ordination Division, Management and Coordination Department, Sapporo Regional Taxation
BureauDeputy District Director, in charge of corporation
taxation and liquor tax, Yotsuya Tax OfficeSpecial Examiner, First Large Enterprise
Examination Department, Tokyo Regional
Taxation Bureau
Chief Litigation Officer, First Large Enterprise
Examination Department, Tokyo Regional
Taxation Bureau
Chief Director, Third Large Enterprise
Examination Department, Tokyo Regional
Taxation Bureau
Deputy Assistant Regional Commissioner, Third
Large Enterprise Examination Department, Tokyo
Regional Taxation Bureau
District Director, Kanda Tax Office
Established and became director of certified tax
accountant office (to present)
Outside Corporate Auditor, ADVAN GROUP
CO.,LTD. (to present)

Number ofshares of theCompany held—

[Significant concurrent positions]
Director, Hirokawa Certified Tax Accountant OfficeOutside Corporate Auditor, ADVAN GROUP CO.,LTD.
[Reasons for nomination as a candidate for Substitute Outside Director of the Board serving as a Member of the
Audit and Supervisory Committee and outline of expected roles]
Mr. Akihiro Hirokawa is a certified tax accountant and is well versed in accounting and taxation because of his
experience as a special examiner, etc. He can be expected to utilize his abundant experience in the audit structureof the Company. Therefore, we propose his appointment as a Substitute Outside Director of the Board serving as
a Member of the Audit and Supervisory Committee.

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Notes: 1. The Company has entered into an advisory agreement with the Hirokawa Certified Tax
Accountant Office represented by the candidate, however, the annual consulting fee paid by
the Company to the Office is less than ¥10 million, and the Company has determined that it
does not affect his independence, based on the Company’s “Criteria for Determining theIndependence of Outside Directors of the Board.”
2. Mr. Akihiro Hirokawa is a candidate for Substitute Outside Director of the Board serving as
a Member of the Audit and Supervisory Committee.
3. If Mr. Akihiro Hirokawa assumes office of Director of the Board serving as a Member of the
Audit and Supervisory Committee, the Company will enter into a limited liability agreementwith him to limit his liability prescribed in Article 423, Paragraph 1 of the Companies Act,
pursuant to the provision of Article 427, Paragraph 1 of the said Act. The maximum amount ofliability for damages pursuant to the agreement shall be the minimum amount set forth in
Article 425, Paragraph 1 of the said Act
4. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and theoutline of the said agreement is as described in page 40 of the Business Report (Japanese only).
If Mr. Akihiro Hirokawa is elected as a Substitute Director of the Board serving as a Memberof the Audit and Supervisory Committee and assumes office as a Member of the Audit andSupervisory Committee, he will be insured under the said insurance agreement. The Company
intends to renew the said insurance agreement under the same terms at the time of the next
renewal.
5. Although Mr. Akihiro Hirokawa has not been involved in corporate management other thanby serving as an outside director or outside corporate auditor in the past, we have determinedthat he can be expected to adequately perform his duties as Outside Director of the Board as
described in “Reasons for nomination as a candidate for Substitute Outside Director of theBoard serving as a Member of the Audit and Supervisory Committee and outline of expectedroles.”
6. Mr. Akihiro Hirokawa meets the requirements for independent officers provided for by the
Tokyo Stock Exchange, and the Company will register him as an independent officer with thesaid Exchange if he assumes office as a Director of the Board serving as a Member of the Audit
and Supervisory Committee.

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Reference: Composition of the Board of Directors after this Annual General Meeting of Shareholders
Knowledge, experience, and expertise of Directors of the Board
Name

MadokaTanabeTadashi
Kurihara

Yasuyuki
SakataMakotoIkuta
Tatsushi
Yano
Mina Ito

Yuzo
TomitaShoko
Kataoka

Keigo
Omi

Positions andresponsibilities
Representative
Director of the
Board
Chairman & Chief
Executive Officer
Representative
Director of the
Board
President
Director of the
Board
Vice President
Deputy CEO &CFO, Antalis
S.A.S.
Senior Managing
Director of theBoard
Outside Directorof the Board
Outside Directorof the Board
Director of the
Board
Member of the
Audit andSupervisory
Committee
Outside Directorof the Board
Member of the
Audit andSupervisory
Committee
Outside Directorof the Board
Member of the
Audit andSupervisory
Committee

Internationality

Businessstrategy

●

●

●

●

●

●

●
●

●

●

●

●

●

●
●

●
●

●

●

●

●

●

●

●

●

Finance/
Accounting

Legal affairs/
ESG/
Risk
Sustainability
management

Corporate
management

IT/
Digital

●
●

●

●
●

●

●

●

●

* This skills matrix does not represent all of the knowledge, experience, and expertise of each Directorof the Board.

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Human
Resources/
Labor

●

Reference: The Company has established its own “Criteria for Determining theIndependence of Outside Directors of the Board.”[Criteria for Determining the Independence of Outside Directors of the Board]
If an Outside Director of the Board of the Company or a candidate for such a position does not
fall under any of the following items, the Company determines that he/she has sufficient
independence.
1. A related party of the GroupA business executor (Note 1) of the Group (Note 2)
A non-executive Director of the Board or Auditor of the Group
2. A related party of a business partner
A business partner of the Company whose amount of transactions with the Company in themost recent fiscal year exceeds 2% of the Company’s annual consolidated net sales, or abusiness executor thereof
A party whose business partner is the Company whose amount of transactions with theCompany in the most recent fiscal year exceeds 2% of that party’s annual consolidated net
sales, or a business executor thereof
A major lender (Note 3) of the Company or a business executor thereof
3. A related party who receives donations or assistance from the Company
A business executor of an entity that receives donations or assistance from the Company
exceeding ¥10 million per year in the most recent fiscal year
4. A shareholder relationshipA current major shareholder of the Company (who owns 10% or more of the Company’s
voting rights) or a business executor thereof
5. An outside professional
A certified public accountant who is the Accounting Auditor of the Company, or a partner or
employee of the auditing firm that conducts accounting audits of the Company
A certified public accountant, attorney, tax accountant or other consultant who does not fallunder 1. above and who receives more than ¥10 million per year in cash or other financial
benefits from the Company other than officers’ compensation
A party who belongs to an auditing firm, law office, tax accountant corporation, consulting
firm or other professional advisory firm that receives a payment from the Company
exceeding 2% of its annual consolidated net sales
6. A party who fell under the items above in the past
A party who fell under item 1. above at least once in the past
A party who fell under any of the items 2. through 5. above at any point in the past threeyears
7. A relative
A spouse or a relative within the second degree of kinship of a party (limited to an importantparty (Note 4)) listed in 1. through 6. above(Note 1) A business executor refers to an executive director, executive officer, generalmanager, or other employee.
(Note 2) The Group refers to the Company and its subsidiaries.
(Note 3) A major lender refers to a principal lender listed in the notice of general meeting ofshareholders of the Company.
(Note 4) An important party refers to a director, auditor, executive officer and employee ator above the position of general manager, or their equivalent.

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