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

Securities Code: 8929
March 12, 2024
To our shareholders:
Masazumi Hasumi
President
Aoyama Zaisan Networks Company, Limited
8-4-14 Akasaka, Minato-ku, Tokyo

Notice of the 33rd Annual General Meeting of Shareholders
We would like to express our deepest sympathies to all those affected by the Noto Peninsula Earthquake in January2024, along with our sincere hopes for a speedy recovery.
We hereby announce the 33rd Annual General Meeting of Shareholders of Aoyama Zaisan Networks Company,
Limited (the “Company”), which will be held as indicated below.
When convening this Annual General Meeting of Shareholders, the Company takes measures for providing
information in electronic format and posts this information as “Notice of the 33rd Annual General Meeting of
Shareholders” and “Matters Subject to Measures for Electronic Provision in the Notice of the 33rd Annual General
Meeting of Shareholders” on the website below.
The Company’s website:
https://www.azn.co.jp/ir/library/shareholders/meeting.html (in Japanese)
In addition to posting on the Company’s website, we also post this information on the website of Tokyo Stock
Exchange, Inc. (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by using the internet address shown above, enter “Aoyama Zaisan Networks” in “Issue name(company name)” or the Company’s securities code “8929” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”
If you are unable to attend the meeting in person, you may exercise your voting rights by sending the enclosed voting
form by postal mail or via the Internet, etc. Please review the attached Reference Documents for General Meeting of
Shareholders, and exercise your voting rights by 5:30 p.m. on Wednesday, March 27, 2024 (JST).
1. Date and Time: Thursday, March 28, 2024, at 10:00 a.m. (JST) (venue opens at 9:20 a.m.)
2. Venue:
Meiji Kinenkan 2F, “Hourai”
2-2-23 Moto-akasaka, Minato-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 33rd fiscal year (from January 1,
2023 to December 31, 2023), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 33rd fiscal year (from January 1, 2023 to December 31,
2023)
Matters to be resolved:
Proposal No. 1
Election of Ten Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member-1-4. Exercising Your Voting Rights
Please see “Exercising Your Voting Rights” on page 4.

-2-

- Please submit the voting form sent together with this notice at the reception on your arrival. Also, please bring this Notice of theGeneral Meeting of Shareholders as the reference material.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the Company’s website and the TSE website.
- The Company will also send paper-based documents stating matters subject to measures for electronic provision to shareholders whorequested the delivery of paper-based documents. However, the following matters are excluded from these documents, as provided
for by the provisions of laws and regulations and Article 14 of the Articles of Incorporation. Consequently, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements stated in the said documents are part of the
documents that were included in the scope of audits by the Financial Auditor in preparing the accounting audit report, and by the
Audit & Supervisory Board Members in preparing the audit report.
•
Notes to Consolidated Financial Statements•
Notes to Non-consolidated Financial Statements- Please note that, for this Annual General Meeting of Shareholders, the Company will send paper-based documents stating matterssubject to measures for electronic provision to all shareholders (however, these documents exclude the above matters not stated in
the documents sent to shareholders who requested the delivery of paper-based documents) regardless of whether they requested thedelivery of such documents.

-3-

Exercising Your Voting Rights
Voting rights at the General Meeting of Shareholders are the rights of shareholders.
Please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting
rights.
You can exercise your voting rights in the following three methods.
Attending the General Meeting of Shareholders
Please submit the voting form sent together with this notice at the reception on your arrival.
Date and time of the General Meeting of Shareholders:

Thursday, March 28, 2024, at 10:00 a.m. (JST)Exercising your voting rights by postal mailPlease indicate your approval or disapproval of the proposals in the voting form sent together with this notice andreturn the form to the Company by postal mail.
Deadline for exercising voting rights:

Wednesday, March 27, 2024, at 5:30 p.m. (JST)Exercising your voting rights via the Internet, etc.
Please enter your approval or disapproval of the proposals following instruction described on the next page (available
in Japanese only).
Deadline for exercising voting rights:

Wednesday, March 27, 2024, at 5:30 p.m. (JST)If neither approval nor disapproval of the proposals is indicated on the voting form in case of exercising your voting
rights by postal mail, the Company will deem that you indicated your approval of the proposals. If you exercise yourvoting rights both by postal mail and via the Internet, etc., the vote via the Internet, etc. will be deemed valid. If you
exercise your voting rights via the Internet, etc. more than once, the last vote will be deemed valid.

-4-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Election of Ten Directors

The terms of office of all nine Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes the election of ten Directors (three of whom are outside Directors).
The candidates for Director are as follows:
Candidate
No.

Name

Current Position

Attribution

1

Masazumi Hasumi

President

Reelection

2

Masayuki Yagi

DirectorReelection

3

Takeshi Matsuura

DirectorReelection

4

Takaomi Ogawa

DirectorReelection

5

Shintaro Hashiba

DirectorReelection

6

Shinji Shimane

DirectorReelection

7

Michihiro Nagasaka

DirectorReelection

8

Haruo Shimada

Director

9

Keiji Watanabe

DirectorReelection
OutsideDirector

New election
OutsideReelection
OutsideIndependent

Independent
10

Madoka Mori

Independent
Reelection: Candidate for reelected Director
New election: Candidate for newly elected Director
Outside: Candidate for outside Director
Independent: Independent officer as provided for by Stock Exchange, etc.

-5-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Aug. 1983

1

Masazumi Hasumi(December 7, 1956)
Reelection

Joined Aoyama Audit Corporation (current:
PricewaterhouseCoopers Japan LLC)
Nov. 1991
Joined Yamada & Partners Accounting Office(current: Yamada & Partners Certified Public
Tax Accountants’ Co.) and BDO Sanyu & Co.
Dec. 1996
Representative Director of Proggest Co., Ltd.
(company name changed to Proggest Holdings,
Ltd. in July 2005)
July 2001
Director of TFR Sogo Kenkyusho
July 2005
Representative Director of Proggest Co., Ltd.
(current: Aoyama Zaisan Investments Co., Ltd.)
Sept. 2008
Director of the Company
Oct. 2008
President
Mar. 2009
Director of Funai Estate Co., Ltd. (current:
Aoyama Estate Co., Ltd.)
Oct. 2010
Director of KRF Corporation (current: Aoyama
Estate Co., Ltd.)
Jan. 2011
President and Executive Officer of theCompany
Jan. 2011
Managing Director of Aoyama WealthManagement Pte. Ltd. (current position)
June 2012
Outside Director of UKAI CO., LTD.
Oct. 2013
Director of Nihon Shisan Soken Co., Ltd.
Oct. 2013
President of Aoyama Zaisan Networks USA,
Inc.
Mar. 2014
President of the Company (current position)
Aug. 2016
President of Business Succession Navigator
Corporation (current: Next Navi, Inc.)
Feb. 2017
Representative Director of Aoyama Investment
Partners No.1 Co., Ltd.
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)
June 2017
Director of PT. Aoyama Zaisan Networks
Indonesia (current position)
Mar. 2018
Chairman of Nihon Shisan Soken Co., Ltd.
(current position)
Dec. 2019
Chairman of Aoyama Zaisan Networks Kyushu,
Co., Ltd.
Sept. 2020
Representative Director and Chairman ofSpecified Joint Real Estate Enterprise Council(current position)
Oct. 2020
Representative Director of Aoyama Financial
Service Co., Ltd.
Jan. 2021
Representative Director of Aoyama Family
Office Service Co., Ltd. (current position)
June 2022
Director of Next Navi, Inc. (current position)(Significant concurrent positions outside the Company)
Chairman of Nihon Shisan Soken Co., Ltd.
Managing Director of Aoyama Wealth Management Pte. Ltd.
Director of Next Navi, Inc.
Director of PT. Aoyama Zaisan Networks Indonesia
Representative Director of Aoyama Family Office Service Co.,
Ltd.
Representative Director and Chairman of Specified Joint Real
Estate Enterprise Council

Number of theCompany’s shares
owned

-6-

2,509,061 shares

Candidate
No.

2

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Reasons for nomination as candidate for Director
Serving as President of the Company, Mr. Hasumi has extensive experience as a corporate manager and a high level ofknowledge about the Company’s business activities. Since he has implemented his duties of determining theCompany’s important issues and supervising Directors and Executive Officers in performing their duties in an
appropriate, fair and efficient manner, he is expected to continue his contribution to strengthening the governancesystem. Accordingly, the Company judged that he is proper for the status as its Director and appointed him as a
candidate for Director.
Apr. 1990
Joined Murakami Corporation
Sept. 1991
Joined the Company
Jan. 2005
Executive Officer, Manager of Individual Asset
Consulting Department
Mar. 2006
Director, Executive Officer, Manager of First
Business Department
Oct. 2013
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2014
Director, Managing Executive Officer, General
Manager of Business Division of the Company
Dec. 2014
Director of Aoyama Wealth Management Pte.
Ltd. (current position)
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Dec. 2017
Director of Aoyama Investment Partners No.1
Co., Ltd.
Masayuki Yagi
(April 24, 1967)
June 2021
Director of Business Succession Navigator
155,699 shares
Reelection
Corporation (current: Next Navi, Inc.)
Jan. 2022
Director, Managing Executive Officer, andGeneral Manager of Administration Division of
the Company
Mar. 2022
Director of Aoyama Estate Co., Ltd. (current
position)Mar. 2022
Director of Aoyama Zaisan Investments Co.,
Ltd. (current position)
Jan. 2024
Director, Managing Executive Officer, General
Manager of Consulting Headquarters of theCompany (current position)(Significant concurrent positions outside the Company)
Director of Nihon Shisan Soken Co., Ltd.
Director of Aoyama Zaisan Investments Co., Ltd.
Director of Aoyama Wealth Management Pte. Ltd.
Director of Aoyama Estate Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Consulting Headquarters of the Company,
Mr. Yagi directs and supervises overall sales division using his extensive experience and a high level of knowledge. As
he has experience and knowledge in all aspects of the Company’s management and sales, he is expected to continue his
contribution to the long-term improvement of the enterprise value and strengthening the governance system, theCompany judged that he is proper for the status as its Director and appointed him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1991
May 1995

3

Number of theCompany’s shares
ownedJoined Daiwa House Industry Co., Ltd.
Joined Nissho Iwai Real Estate Corp. (current:
Sojitz Corporation)
Oct. 2000
Joined the Company
Jan. 2005
Executive Officer, Manager of Real-estate
Department
Jan. 2006
President of Funai Estate Co., Ltd. (current:
Aoyama Estate Co., Ltd.)Mar. 2007
Director, Executive Officer, Manager of Sixth
Business Department of the Company
Oct. 2010
Representative Director of KRF Corporation(current: Aoyama Estate Co., Ltd.) (current
position)Mar. 2016
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2016
Director, Managing Executive Officer, General
Manager of Real-estate Division of theCompany
June 2017
Director of Shinsei Aoyama Partners Co., Ltd.
(current position)
Takeshi Matsuura
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(May 6, 1965)
95,604 shares(formerly Nihon Shisan Soken Consultant Inc.)
Reelection(current position)
June 2017
Director of PT. Aoyama Zaisan Networks
Indonesia (current position)
July 2017
Director of Aoyama Zaisan Networks USA,
Inc.
July 2017
Director of Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.) (current position)
Jan. 2022
Director, Managing Executive Officer, andGeneral Manager of Real-estate Division(current position)
Mar. 2023
Director of Aoyama Financial Service Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
Representative Director of Aoyama Estate Co., Ltd.
Director of Nihon Shisan Soken Co., Ltd.
Director of Shinsei Aoyama Partners Co., Ltd.
Director of PT. Aoyama Zaisan Networks Indonesia
Director of Aoyama Zaisan Investments Co., Ltd.
Director of Aoyama Financial Service Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Real-estate Division of the Company, Mr.
Matsuura performs his duties appropriately, using his extensive experience and a high level of knowledge to supervise
the Company’s Real-estate Division. He is also in charge of the provision of profitable real estate in Japan and abroad
and the regional revitalization business, which leads to contribution to regional economies. As he is expected tocontinue his contribution to the long-term improvement of the enterprise value and strengthening the governancesystem, the Company judged that he is proper for the status as its Director and appointed him as a candidate for
Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1991
Sept. 1992

4

Number of theCompany’s shares
ownedJoined Chiba Nichirei Service Co., Ltd.
Joined Takano Yasuo Zeirishi Jimusho (current:
Zeimu Sogo Tax Corporation)
Oct. 1995
Joined Fudosan Kaikei Sogo Center (current:
Nihon Shisan Soken Co., Ltd.)
Aug. 2003
Director of Funai Zaisan Consultants Keiyo
Co., Ltd. (current: Nihon Shisan Soken Co.,
Ltd.)
Jan. 2009
Director of Nihon Shisan Soken Consultant Inc.
(current: Nihon Shisan Soken Co., Ltd.)
Dec. 2009
President of Funai Zaisan Consultants Keiyo
Co., Ltd. (current: Nihon Shisan Soken Co.,
Ltd.)
Oct. 2013
Executive Officer, General Manager of NSS
Division of the Company
Takaomi Ogawa
Mar. 2016
Director, Executive Officer, General Manager
154,468 shares(June 12, 1972)
of NSS Division
Reelection
June 2017
President of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Apr. 2020
Representative Director of Nitto Fudosan Co.,
Ltd. (current position)
Jan. 2022
Director, Managing Executive Officer in chargeof Consulting Business and General Manager of
NSS Division of the Company (current
position)Mar. 2022
Director of Aoyama Financial Service Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
President of Nihon Shisan Soken Co., Ltd.
Representative Director of Nitto Fudosan Co., Ltd.
Director of Aoyama Financial Service Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Ogawa serves not only as Director, Managing Executive Officer and General Manager of NSS Division of theCompany, but also as President of Nihon Shisan Soken Co., Ltd., a subsidiary, contributing to the expansion of businessperformance of the Group using his extensive experience. As he has knowledge, experience and expertise in all aspectsof the Company’s consulting business and is expected to continue his contribution to the Company’s businessperformance and strengthening the governance system, the Company judged that he is proper for the status as its
Director and appointed him as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1987

5

Number of theCompany’s shares
ownedJoined The Kyowa Bank, Ltd. (current: Resona
Bank, Limited)
Aug. 2013
Director, Deputy Division Manager ofMarketing Division, General Manager ofBusiness Development Department of J-COM
Co., Ltd. (current: LIKE, Inc.)
May 2014
Director of J-COM Holdings Co., Ltd. (current:
LIKE, Inc.)
May 2014
President and Representative Director of
Sunrise Villa Co., Ltd. (current: LIKE Care,Inc.)
Nov. 2015
Joined the Company
Jan. 2017
Executive Officer, Manager of Management
Planning Department
Aug. 2017
Director of Aoyama Estate Co., Ltd. (current
position)Aug. 2017
Commissioner of PT. Aoyama Zaisan Networks
Indonesia (current position)
Aug. 2017
Auditor of Aoyama Investment Partners No.1
Co., Ltd.
Oct. 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Shintaro HashibaMar. 2020
Director, Executive Officer, General Manager
29,007 shares(March 22, 1964)
of Administration Division of the Company
Reelection
Apr. 2020
Director of Nitto Fudosan Co., Ltd. (current
position)Jan. 2021
Director of Aoyama Family Office Service Co.,
Ltd. (current position)
Jan. 2022
Director, Managing Executive Officer, andGeneral Manager of Planning and Development
Division of the Company
Mar. 2022
Director of Aoyama Zaisan Networks Kyushu,
Co., Ltd. (current position)
Mar. 2022
Representative Director of Aoyama Financial
Service Co., Ltd. (current position)
May 2023
Director, Managing Executive Officer, andGeneral Manager of Corporate Finance
Division of the Company (current position)(Significant concurrent positions outside the Company)
Director of Nihon Shisan Soken Co., Ltd.
Director of Aoyama Estate Co., Ltd.
Director of Aoyama Family Office Service Co., Ltd.
Representative Director of Aoyama Financial Service Co., Ltd.
Commissioner of PT. Aoyama Zaisan Networks Indonesia
Director of Nitto Fudosan Co., Ltd.
Director of Aoyama Zaisan Networks Kyushu, Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Corporate Finance Division of the Company,
Mr. Hashiba directs and supervises accounting, business development and management planning divisions using his
extensive experience and a high level of knowledge. As he is expected to continue his contribution to expanding theCompany’s performance and strengthening the governance system using his extensive experience and knowledge, theCompany judged that he is proper for the status as its Director and appointed him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Oct. 1995

6

Number of theCompany’s shares
ownedJoined Ota Showa Audit Corporation (current:
Ernst & Young ShinNihon LLC)
Oct. 2000
Joined Avaya Japan Ltd.
Sept. 2001
Joined Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.)
Aug. 2006
DirectorJan. 2011
Temporarily transferred to the Company
Jan. 2014
Executive Officer, General Manager ofBusiness Succession Consulting Division
Jan. 2015
Transferred to the Company
Jan. 2016
Representative Director of Shinsei Aoyama
Partners Co., Ltd. (current position)
Mar. 2016
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2016
Director, Executive Officer, General Manager
of Business Succession Consulting Division of
the Company
Aug. 2016
Director of Business Succession Navigator
Shinji Shimane
Corporation (current: Next Navi, Inc.)
95,943 shares(October 27, 1971)
June 2017
Director of Nihon Shisan Soken Co., Ltd.
Reelection(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Dec. 2017
Director of Aoyama Investment Partners No.1
Co., Ltd.
Dec. 2019
Director of Aoyama Zaisan Networks Kyushu,
Co., Ltd.
Mar. 2022
Representative Director of Aoyama Zaisan
Investments Co., Ltd. (current position)
Jan. 2024
Director, Executive Officer, and General
Manager of Business Succession Advisory
Fund Department of the Company (current
position)(Significant concurrent positions outside the Company)
Representative Director of Aoyama Zaisan Investments Co.,
Ltd.
Representative Director of Shinsei Aoyama Partners Co., Ltd.
Director of Nihon Shisan Soken Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Executive Officer, and General Manager of Business Succession Advisory Fund Department of theCompany, Mr. Shimane utilizes his extensive experience and knowledge to direct and supervise the Company’sbusiness succession consulting and business succession fund business. As he is expected to continue his contribution to
expanding the Company’s performance and strengthening the governance system using his extensive experience andexpertise, the Company judged that he is proper for the status as its Director and appointed him as a candidate for
Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1985
Mar. 1992
Dec. 2010
Mar. 2014
Apr. 2015

7

Number of theCompany’s shares
ownedJoined Wakabayashi Law Office
Joined Nihon M&A Center Inc.
Manager of Business Promotion Department
Outside Director of the Company
Manager of Sales Support Department, General
Planning Division of Nihon M&A Center Inc.
Michihiro Nagasaka
Aug. 2016
Vice President of Business Succession(April 21, 1962)
11,954 shares
Navigator Corporation (current: Next Navi,
Reelection
Inc.)
July 2021
Director of Business Succession Navigator
Corporation (current: Next Navi, Inc.) (current
position)Mar. 2022
Director of the Company (current position)(Significant concurrent positions outside the Company)
Director of Next Navi, Inc.
Reasons for nomination as candidate for Director
Based on the extensive experience and knowledge he cultivated at Nihon M&A Center Inc., Mr. Nagasaka plays a partin the development of the Company, such as by providing useful advice concerning sales knowhow and promotions for
the Company’s consulting business. As he will further increase the level of participation into the Company’s consulting
business extensively, and reinforce the relationship with Nihon M&A Center Inc. even more, the Company appointed
him as a candidate for Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1975

8

Number of theCompany’s shares
owned

Associate professor of Faculty of Economics,
Keio University
May 1978
Visiting Senior Researcher of Economic
Research Institute, Economic Planning Agency
Apr. 1982
Professor of Faculty of Economics, Keio
University
Mar. 1986
Visiting professor of Massachusetts Institute ofTechnology
May 1995
Outside Auditor of Okaya & Co., Ltd.
June 2000
Visiting professor of Research Center for
Advanced Science and Technology, theUniversity of Tokyo
June 2001
Outside Auditor of DENTSU INC.
Apr. 2002
Outside Director of Millea Holdings, Inc.
(current: Tokio Marine Holdings, Inc.)
June 2002
Outside Director of Asahi Glass Co., Ltd.
Apr. 2004
Chairman, Fujitsu Research Institute, Economic
Research Center
Mar. 2007
Outside Director of the Company (current
Haruo Shimada
position)(February 21, 1943)
Apr. 2007
President of Chiba University of Commerce
11,629 shares
Reelection
Aug. 2008
Outside Director of SANGIKYO
OutsideCORPORATION
IndependentOct. 2008
Outside Auditor of Temp Holdings Co., Ltd.
(current: PERSOL HOLDINGS CO., LTD.)
June 2012
Outside Director of Alfresa Holdings
Corporation
May 2015
Outside Director of Okaya & Co., Ltd. (current
position)
Sept. 2015
Outside Director of Legend Partners Ltd.
Jan. 2016
President of Shimada Sogo Kenkyujo (current
position)Jan. 2017
President of the Japan Forum on International
Relations, Inc.
Apr. 2017
Chairperson of Tokyo Metropolitan Public
University Corporation
Feb. 2021
Outside Director of Tech I.S. Co., Ltd. (current
position)(Significant concurrent positions outside the Company)
Outside Director of Okaya & Co., Ltd.
President of Shimada Sogo Kenkyujo
Outside Director of Tech I.S. Co., Ltd.
Reasons for nomination as candidate for outside Director and summary of expected role
Using his extensive knowledge as a long-term economics researcher, Mr. Shimada is expected to continue providing
supervision, advice, etc. to Directors in performing their duties, from his independent position. Furthermore, if he iselected, the Company expects that he will be involved in the selection of officer candidates and the determination of
officer remuneration, etc. from an objective and neutral standpoint as a member of the Nominating Committee and theRemuneration Advisory Committee. The Company has judged that he will appropriately fulfill his duties as an outside
Director based on the above reasons, and appointed him as a candidate. At the conclusion of this meeting, Mr.
Shimada’s tenure as outside Director of the Company will have been 17 years.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Oct. 1975

9

Number of theCompany’s shares
ownedJoined Price Waterhouse Accounting Office(current: PricewaterhouseCoopers Aarata LLC)
July 1987
Representative Partner of Aoyama Audit
Corporation (current: PricewaterhouseCoopers
Aarata LLC)
Partner of PricewaterhouseCoopers (current:
PricewaterhouseCoopers Aarata LLC)
Aug. 1995
Joined Tohmatsu & Co. (current: Deloitte
Touche Tohmatsu LLC)
Apr. 1996
Representative Partner
June 2000
Outside Director of Ichiyoshi Securities Co.,Ltd.
Keiji Watanabe
July
2003
GlobalMiddle Markets Leader of Deloitte(January 21, 1943)
ToucheTohmatsu LLC
7,130 shares
Reelection
June
2008
OutsideDirector of ASAHI KOGYOSHA CO.,OutsideLTD.
Independent
June 2010
Outside Director of SBI Holdings, Inc.
Mar. 2011
Outside Director of the Company (current
position)
June 2017
Outside Director of SBI Insurance Group Co.,
Ltd. (current position)
June 2017
Outside Corporate Auditor of Hokuetsu
Corporation (current position)
June 2018
Outside Director of UKAI CO., LTD.
(Significant concurrent positions outside the Company)
Outside Director of SBI Insurance Group Co., Ltd.
Outside Corporate Auditor of Hokuetsu Corporation
Reasons for nomination as candidate for outside Director and summary of expected role
Holding experience and professional knowledge as an expert of accounting, in particular, Mr. Watanabe is expected tocontinue to utilize said knowledge to provide supervision, advice, etc. to Directors in performing their duties from an
objective standpoint as an expert of accounting. Furthermore, if he is elected, the Company expects that he will be
involved in the selection of officer candidates and the determination of officer remuneration, etc. from an objective andneutral standpoint as a member of the Nominating Committee and the Remuneration Advisory Committee. The
Company has judged that he will appropriately fulfill his duties as an outside Director based on the above reasons, andappointed him as a candidate. At the conclusion of this meeting, Mr. Watanabe’s tenure as outside Director of theCompany will have been 13 years.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 199410

Notes:

1.

2.

3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Commercial Broadcasting Television
Relay Line Operation Center (current: The
Japan Commercial Broadcasters Association)
Apr. 1996
Became independent as a freelance announcer
July 2000
Joined Research Institute of Health & Welfare,
Inc.
July 2003
General Manager of Business Management
Department, Research Institute of Health &Welfare, Inc., and General Manager ofAnnouncers Office, Medical Welfare Channel
Madoka Mori
774, SKY PerfecTV!
(December 9, 1971)
July 2007
Became independent as a medical journalist
0 shares
New election
OutsideApr. 2013
Director of NPO Kaigyo Shien Juku 21 (current
Independent
position)Jan. 2022
Director of Tokyo Enterprise of Advanced
Medical Network (TeamNET) (current
position)Mar. 2022
Auditor of Shorokai Medical Corporation(current position)
April. 2023
Member of Ethics Review Committee,
Hedgehog MedTech, Inc. (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for outside Director and summary of expected role
Having worked as a medical journalist for many years, Ms. Mori has acquired wide-ranging knowledge and experience
related to the medical, health and nursing care fields. Although she has not previously been involved in corporate
management, the Company judged that she will provide useful advice, etc. concerning the Company’s sustainability
initiatives and management based on the extensive experience and a high level of insight she cultivated as a medical
journalist. Accordingly, the Company appointed her as a candidate for outside Director.
Special interests between the candidates and the Company are as follows.
Next Navi, Inc., whose Directors are Masazumi Hasumi and Michihiro Nagasaka, has concluded a business outsourcing
contract concerning planning and operation of seminars and advertisement with the Company.
Nihon M&A Center Inc., at which Michihiro Nagasaka holds a position, is in partnership with the Company to provide
asset, business succession and real-estate consultation for corporate owners.
There is no special interest between any other candidates and the Company.
Haruo Shimada is a candidate for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Haruo Shimada has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Haruo Shimada is approved, theCompany plans for his appointment as an independent officer to continue.
Keiji Watanabe is a candidate for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Keiji Watanabe has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Keiji Watanabe is approved, theCompany plans for his appointment as an independent officer to continue.
Madoka Mori is a candidate for outside Director.
The Company plans to submit notification to the Tokyo Stock Exchange that Madoka Mori has been designated as anindependent officer as provided for by the aforementioned exchange.
The Company has entered into limited liability agreements with Haruo Shimada, and Keiji Watanabe, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act. The maximum amount of liability for damages under these
agreements is ¥5 million or the amount provided for under laws and regulations whichever is higher. If the reelection ofHaruo Shimada and Keiji Watanabe is approved, the Company plans to renew the aforementioned limited liability
agreements with them. If the election of Madoka Mori is approved, the Company plans to enter into the same limited
liability agreement with her.
The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with AIG General
Insurance Company, Ltd., pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act. As the scopeof insured persons is Directors and Audit & Supervisory Board Members, including those at subsidiaries and those who
are outside officers, if the election of each candidate is approved and they assume the office of Director, they will be
included as an insured person in this insurance policy. This insurance policy covers damages which may arise from liability- 15 -

borne by the officers, etc. who are insured persons in the course of execution of their duties or claims pertaining to the
pursuit of such liability. The Company shall bear the full expense of the insurance premiums. In addition, the Company
plans to renew the insurance policy with the same details at the time of the next renewal.
7. Number of the Company’s shares owned by the candidates includes those owned by them under the directors’ stock
ownership plan as of December 31, 2023.

- 16 -

Proposal No. 2

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Hisao Nakatsuka will expire at the conclusion of thisAnnual General Meeting of Shareholders. Therefore, the Company proposes the election of one Audit & Supervisory
Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company
Apr. 1970

Number of theCompany’s shares
ownedJoined The Tokai Bank, Limited (current: MUFG Bank,
Ltd.)
Nov. 2001
Joined the Company
Mar. 2002
Director, Manager of Consulting Department
Aug. 2002
Director, Manager of Administrative Department
Mar. 2005
Auditor of Funai Estate Co., Ltd. (current: Aoyama EstateCo., Ltd.)
Apr. 2006
Managing Director of the Company
Sept. 2008
Auditor of Proggest Co., Ltd. (current: Aoyama Zaisan
Hisao Nakatsuka
Investments Co., Ltd.)40,113 shares(December 25, 1951)
Oct. 2010
Director of Aoyama Estate Co., Ltd.
Reelection
Oct. 2010
Director of KRF Corporation (current: Aoyama Estate Co.,
Ltd.)
Jan. 2011
Director of Aoyama Wealth Management Pte. Ltd.
Oct. 2013
Auditor of Nihon Shisan Soken Co., Ltd.
Mar. 2014
Director
Mar. 2015
Advisor of the Company
Mar. 2016
Audit & Supervisory Board Member (current position)(Significant concurrent positions outside the Company)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Mr. Nakatsuka possesses extensive experience and knowledge gained at financial institutions. He also has in-depth knowledge of theCompany’s operations through his service as Director over many years. The Company nominates him as candidate for Audit &Supervisory Board Member because it has determined that, based on his wide-ranging experience and knowledge, he can enhanceand reinforce the Company’s audit system and continue performing audit in a fair manner.
Notes: 1. There is no special interest between Hisao Nakatsuka and the Company.
2. The Company has entered into limited liability agreement with Hisao Nakatsuka, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act. The maximum amount of liability for damages under the agreement is ¥5 million or
the amount provided for under laws and regulations whichever is higher. If the reelection of Hisao Nakatsuka is approved,
the Company plans to renew the aforementioned limited liability agreement with him.
3. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with AIG General
Insurance Company, Ltd., pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act. As the scopeof insured persons is Directors and Audit & Supervisory Board Members, including those at subsidiaries and those who
are outside officers, if the election of each candidate is approved and they assume the office of Director, they will be
included as an insured person in this insurance policy. This insurance policy covers damages which may arise from liability
borne by the officers, etc. who are insured persons in the course of execution of their duties or claims pertaining to the
pursuit of such liability. The Company shall bear the full expense of the insurance premiums. In addition, the Company
plans to renew the insurance policy with the same details at the time of the next renewal.
4. Number of the Company’s shares owned by Hisao Nakatsuka includes those owned by him under the directors’ stock
ownership plan as of December 31, 2023.

- 17 -