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: 7514
November 7, 2023
Start date of measures for electronic provision: November 2, 2023
To our shareholders:
Yusaku Komori
Representative, Chairman and CEO
HIMARAYA Co., Ltd.
1-1 Ezoe 1-chome, Gifu-shi, Gifu

Notice of the 48th Annual General Meeting of Shareholders
We are pleased to announce the 48th Annual General Meeting of Shareholders of HIMARAYA Co., Ltd. (the“Company”), which will be held as described below.

1. Date and Time: Wednesday, November 29, 2023, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:Hall, 2nd floor of Juroku Plaza
10-11 Hashimoto-cho 1-chome, Gifu-shi, Gifu

3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 48th term (from September 1, 2022 toAugust 31, 2023) and audit results for the Consolidated Financial Statements by the Financial Auditor andthe Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 48th term (September 1, 2022 to August 31, 2023)
Matters to be resolved:
Proposal No. 1

Amendment to the Articles of Incorporation

Proposal No. 2

Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Proposal No. 3

Election of Two Directors Who Are Audit and Supervisory Committee Members

Proposal No. 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee
MemberWhen convening this general meeting of shareholders, the Company takes measures for providing information inelectronic format, and posts this information as “Notice of the 48th Annual General Meeting of Shareholders” on
the website. Please access the website by using the internet address shown below to review the information.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7514/teiji/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders (the Company’s website):https://www.hmry.jp/ir/library/related/ (in Japanese)-1-

In addition to posting items subject to measures for providing information in electronic format on the website
above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To accessthis information from the latter website, access the TSE website (Listed Company Search) by using the internet
address shown below, enter the issue name (company name) “HIMARAYA” or securities code “7514,” and click“Search,” and then click “Basic information,” select “Documents for public inspection/PR information,” and click“Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting.”
Website of Tokyo Stock Exchange, Inc.:https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you attend the meeting in person, please hand in the voting form at the reception desk at the meeting venue.
In place of attending the meeting in person, you may choose to exercise your voting rights in writing or by electromagnetic means(via the Internet, etc.). Review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights no later than 6:30 p.m., Tuesday, November 28, 2023 (JST).
If the items subject to measures for providing information in electronic format are revised, a notice of the revisions and the details of
the items before and after the revisions will be posted to each website on which such information is posted.
Of the items subject to measures related to the electronic provision of information, in accordance with applicable laws and regulations
and Article 16 of the Articles of Incorporation of the Company, the following items will not be provided in the hardcopy documents
delivered to shareholders who have specifically requested the delivery of such documents. Accordingly, the documents that aredelivered to shareholders are part of the documents audited by the Audit and Supervisory Committee and the Financial Auditor to
generate their respective audit reports.
(i)“System to ensure the properness of operations and operational status of the system” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated Financial
Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Amendment to the Articles of Incorporation

1. Reasons for the proposal
The Company shall newly establish a business purposes and make the changes necessary related to Article
2 (Purpose) of the current Articles of Incorporation to respond to business development needs in the healthand welfare business.
2. Details of the amendment
Details of the amendment are as follows:(Underlined parts are amended.)
Current Articles of Incorporation
Article 1.

(Omitted)

Proposed Amendments
Article 1.

(Unchanged)(Purpose)(Purpose)

Article 2.

Article 2.

The purpose of the Company shall be to engage in thefollowing business activities:

The purpose of the Company shall be to engage in thefollowing business activities:

1. - 32.

1. - 32.

(Omitted)(Newly established)(Unchanged)

33. Long-term Care Services and Comprehensive
Services Businesses Based on the Long-term Care
Insurance Act

33. All businesses incidental to those mentioned in thepreceding items

Articles 3. - 39.

(Omitted)

34. All businesses incidental to those mentioned in thepreceding items

Articles 3. - 39.

-3-(Unchanged)

Proposal No. 2

Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this meeting, the terms of office of all six Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, to ensure strategic
and agile decision-making at the board meetings, the Company proposes reducing the number of members by one
and the election of five Directors, including one outside Director. In addition, one candidate for outside Director
satisfies the requirements of the criteria for independence established by the Company. All candidates are decided
following deliberations by the Nomination and Remuneration Advisory Committee.
The candidates for Director are as follows:
Candidate
No.

Name

Position

Responsibility
General Manager of the Officeof the President, General
Manager of the SalesManagement Division, andGeneral Manager of the Original
Product Department

New election

1

Manabu Oda

2

Kazuki Komori

Director

3

Tatsuya Goto

Director

In charge of product strategy

Reelection

Director

General Manager of Business
Administration Division,
General Manager of Corporate
Planning Office, General
Manager of Accounting
Department, and General
Manager of General Affairs andPersonnel Department

Reelection

4

5

Nobuaki MitsuiMika Imai<Reference>

Reelection

Reelection
OutsideIndependent
FemaleOutside Director

Policy and procedures for nominating director candidates

The Company’s policy is to nominate persons who fulfill the following criteria as candidates for Director.
1. Possessing outstanding reputation and character with high ethical standards and maintaining high regard for regulatory compliance
2. Possessing talents, experience and practical achievements in the field of management
3. Possessing wide knowledge, a broad field of view, and in-depth insight
4. Possessing the ability to implement the Company’s management philosophy and contribute to enhancing corporate value
5. Possessing medium- to long-term outlook, and the ability to reform organizations while unbound by precedent and convention
The Representative Director recommends candidates, and the Nomination and Remuneration Advisory Committee, which consistsof six members, including four outside Directors (three of whom are independent officers), deliberates on the appropriateness of thecandidates and reports its finding to the Board of Directors. The Board of Directors determines the candidates, respecting the detailsof such report.

-4-

Candidate
No.

1
New
election

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1993

Joined Mitsubishi Corporation

Apr. 2007

Seconded to Princes Limited (UK) as Chief Executive Corporate

Apr. 2018

Seconded to Princes Limited (UK) as Chairman

Manabu Oda(November 15, 1970)

Apr. 2022

Food Industry Group CEO Office, Mitsubishi Corporation

Number of the Company’s
shares owned– shares

Apr. 2023

Business Concept and Digital Strategy Office
Joined the Company, General Manager of the Office of the
President and General Manager of Sales Division
May 2023

Director, Corebrain Inc. (current position)

Sept. 2023

General Manager of the Office of the President, General Managerof the Sales Management Division, and General Manager of theOriginal Product Department of the Company (current position)

Reasons for nomination as candidate for Director
We expect him to provide management experience of international scope, drawing on a successful history ofdeveloping business strategies with a global perspective. The Company nominates him as a candidate for Director
based on the conviction that his leadership, drawing on his knowledge and experience, will be important inestablishing the Company’s future business foundation, strengthening corporate value, and developing the next
generation of management.

-5-

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 2008

Joined Honda Motor Co., Ltd.

Apr. 2011

Joined the Company

Aug. 2014

Deputy General Manager of Product Department No. 3

Oct. 2014

General Manager of EC Business Department

Sept. 2015

General Manager of Sales Channels Supervising Department

Nov. 2015

Director and General Manager of Sales Channels Supervising
Department

Dec. 2015

Director, General Manager of Sales Channels Supervising
Division, and General Manager of Sales Channels Supervising
Department

Kazuki Komori(November 8, 1983)

2

Number of the Company’s
shares owned
176,093 sharesFeb. 2016

Managing Director and General Manager of Sales Channels
Supervising DivisionNov. 2016

Senior Managing Director and General Manager of Sales
Channels Supervising Division

Jan. 2017

Senior Managing Director, General Manager of Sales Channels
Supervising Division, and General Manager of Sales Channels
Supervising Department

Reelection
June 2019

Senior Managing Director, General Manager of Sales Channels
Supervising Division, General Manager of Sales Channels
Supervising Department, and General Manager of Sales
Department

Aug. 2020

Senior Managing Director

Feb. 2021

Senior Managing Director and General Manager of SS Life
Design Department

Apr. 2021

Director and General Manager of SS Life Design Department

Sept. 2023

Director (current position)

Reasons for nomination as candidate for Director
While engaging in development of new businesses to expand the Company’s business domain, Kazuki Komori has
contributed toward the enhancement of the Company’s corporate value by fostering a spirit of exploring new
possibilities inside the Company. The Company has nominated him as a candidate for Director, believing that hismarket development skills and management skills based on his passion and drive will continue to be important for
the Company’s medium- to long-term management plan.

-6-

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1982

Joined the Company

Mar. 2007

General Manager of Product Development Department

Dec. 2007

General Manager of Product Development Department andMember of New Business Formats Development Promotion Team

Mar. 2009

Administrative Officer of Product Division

Sept. 2009

General Manager of Product DivisionNov. 2009

Director and General Manager of Product Division

Jan. 2011

Director, General Manager of Product Division, and General
Manager of Product Department No. 2

Mar. 2011

Tatsuya Goto
(August 26, 1959)

3
Reelection

Number of the Company’s
shares owned
119,503 shares

Director, General Manager of Product Division, General Manager
of Product Department No. 2, and General Manager of ProductDevelopment Department

July 2011

Director, General Manager of Product Division, and General
Manager of Product Development Department

Nov. 2011

Managing Director, General Manager of Product Division,
General Manager of Product Development Department, andGeneral Manager of Product Management Department

Apr. 2012Managing Director, General Manager of Product Division, andGeneral Manager of Product Management Department

Aug. 2013

Managing Director and General Manager of Product Division

Sept. 2015

Managing Director, General Manager of Product Division, andGeneral Manager of Product Department No. 2

Nov. 2015

Senior Managing Director, General Manager of Product Division,and General Manager of Product Department No. 2

Oct. 2016

Senior Managing Director

Nov. 2016

Representative Director and President

Apr. 2021

Director

Nov. 2021

Director in charge of product strategy (current position)

Reasons for nomination as candidate for Director
Tatsuya Goto has provided leadership for both the Company and the Group using his wealth of operational
experience and broad insight in areas such as building good relationship with business partners. The Company has
nominated him as a candidate for Director, believing that his management skills based on his energy andexperience, particularly his constant leadership in initiatives regarding the Company’s vision, will continue to beimportant for the enhancement of the Company’s corporate value and for the development of the next generation ofmanagement.

-7-

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Oct. 1999

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)

Aug. 2014

Joined A.D.Works Corporation

Apr. 2016

Accounting Director of Finance & Accounting Division

Apr. 2017

Corporate Planning Office (concurrent)

Mar. 2018

Joined Regional Economy Vitalization Corporation of Japan(REVIC)

Nobuaki Mitsui(April 25, 1970)

4

Number of the Company’s
shares owned
16,930 shares

Apr. 2018

General Manager of Corporate Management Office of REVIC
Partners Co., Ltd. (concurrent)

Apr. 2018

General Manager of Corporate Management Office of REVICCapital Co., Ltd. (concurrent)

Oct. 2018

General Manager of Accounting Office of Regional Economy
Vitalization Corporation of Japan (REVIC)

Nov. 2020

Joined the Company
Deputy General Manager of Business Administration Division

Reelection

Nov. 2020

Director and General Manager of Business Administration
DivisionMar. 2021

Director, General Manager of Business Administration Division,and General Manager of Corporate Planning Office

Dec. 2022

Director, General Manager of Business Administration Division,
General Manager of Corporate Planning Office, General Manager
of Accounting Division, and General Manager of General Affairs
and Personnel Division (current position)

Reasons for nomination as candidate for Director
Nobuaki Mitsui possesses diverse experience and in-depth insight regarding management that he has accumulated
through his career, in which he has served as the head of an accounting division and General Manager of Corporate
Management Office. He has experience in working for an audit corporation as a certified public accountant andpossesses considerable knowledge of finance and accounting. The Company has nominated him as a candidate for
Director believing that his diverse knowledge and management planning ability are essential for the enhancementof the Company’s corporate value and management base over the medium to long term.

5
Reelection
OutsideIndependent
FemaleApr. 1989

CEO/Executive Conditioning Doctor of PCSIS (primary caresis) (current position)

Mika Imai(August 17, 1963)

Apr. 1989

Part-time lecturer, Faculty of Pharmacy, Meijo University

Apr. 2016

Representative Director of MIKA Inc. (current position)

Number of the Company’s
shares owned– sharesNov. 2021

Outside Director of the Company (current position)(Significant concurrent positions outside the Company)
CEO of PCSIS (primary care sis)
Representative Director of MIKA Inc.

Reasons for nomination as candidate for outside Director and overview of expected roles
Mika Imai is an American College of Sports Medicine (ACSM) Certified Exercise Physiologist and manages acompany as a wellness consultant and sports medical conditioning trainer. The Company has nominated her as a
candidate for outside Director believing that such knowledge and international experience will be invested in the
future expansion of the Company’s business and essential for creating corporate value over the medium to longterm. The Company expects that she will provide supervision and advice, particularly in relation to the expansionof the business areas, utilizing her expert knowledge.

-8-Notes:1. There is no special interest between any of the candidates and the Company.
2. The number of the Company’s shares owned by each candidate is that as of August 31, 2023. Moreover, the number
includes their shareholdings within the Himaraya Executives Shareholding Association.
3. Mika Imai is a candidate for outside Director.
4. Mika Imai will have served as an outside Director of the Company for two years at the conclusion of this General Meetingof Shareholders.
5. Nobuaki Mitsui is qualified as a certified public accountant and a certified public tax accountant.
6. The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Mika Imai
has been designated as an independent officer (outside director) in accordance with the provisions of both exchanges.
7. Pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s Articles of Incorporation, the Company
has entered into an agreement with Mika Imai to limit her liability for damages under Article 423, paragraph (1) of theCompanies Act. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for under Article 425, paragraph (1) of the Companies Act. If this proposal is approved and adopted, the Company
plans to renew the agreement.
8. Outline of the details of the directors and officers liability insurance policy.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The insurance policy covers all Directors of the Company and its
subsidiaries (including Directors who are Audit and Supervisory Committee Members), and the insureds do not bear anyof the insurance premiums. This insurance policy covers the insured’s damages including losses and such costs as related
litigation expenses incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured
in the course of his/her duties as an officer, etc. of the Company or its subsidiaries. However, the Company has taken
measures to ensure that the appropriateness of the execution of duties by officers, etc. is not impaired by exempting fromcompensation criminal acts such as bribery and damage caused by officers, etc. themselves in case they intentionallycommit illegal acts. If the appointment of each candidate is approved and adopted, each of them will become insured
under the policy. In addition, the Company plans to renew the policy with the same terms at the time of its renewal.

-9-Proposal No. 3

Election of Two Directors Who Are Audit and Supervisory Committee Members

The terms of office of three Directors who are Audit and Supervisory Committee Members, Mineo Hayakawa,Naotaka Tsuzuki, and Yoshio Fuseya, will expire upon the conclusion of this meeting. The Company proposes toreduce the number of Directors by one to strengthen the agility and efficiency of audit operations. Following such
reduction, the Company will operate with three Directors, the minimum number required by law. The Company also
proposes the election of two Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this proposal.
The candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

Position1

Yoshiyuki Kawamura

Director

2

Naotaka Tsuzuki

Outside Director<Reference>

Responsibility
In charge of financial strategy

New election
Reelection
OutsideIndependent

The Company’s criteria for judging independence

The following people do not meet the Company’s independence criteria.
1. People executing business of the Company and its subsidiaries (hereinafter referred to collectively as the “Group”) or people
who have executed business of the Group in the past ten years.
2. People for whom the Group is a major business partner (i.e. people who received payments from the Company or subsidiariesof the Company that represent 10% or more of annual consolidated net sales for the most recent fiscal year), or executives thereof.
3. People who are affiliated with an audit corporation that conducts statutory audits of the Group.
4. Consultants, accounting professionals, or legal professionals who have received money and other economic benefits averaging¥10 million or more annually within the past three years as payment from the Group for reasons other than officer’s remuneration.
5. A major lender of the Group, parent company thereof, or an executive thereof. (A “major lender” of the Group refers to acompany that is lending 10% or more of the total amount of borrowings in the most recent fiscal year.)
6. People who fell under any of 2. to 5. above within the past five years.
7. A spouse or relative within the second degree of kinship of people in 1. to 6. above.

- 10 -Name (Date of birth)

Yoshiyuki Kawamura(August 16, 1956)

1

Number of the Company’s
shares owned
2,110 shares

Newelection

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1980

Joined The Ogaki Kyoritsu Bank, Ltd.

May 2005

Deputy General Manager of Nagoya Branch

Apr. 2009

General Manager of Financial Market Department

June 2012

Director and General Manager of Financial Market Department

May 2015

Director and President of Kyoritsu Computer Service Co., Ltd.

June 2018

Director and Vice President of OKB Research Institute, Ltd.

Nov. 2018

AdvisorNov. 2018

Outside Director (Full-time Audit and Supervisory Committee
Member) of the Company

Nov. 2021

Director in charge of financial strategy (current position)

Reasons for nomination as candidate for Director
Yoshiyuki Kawamura possesses extensive knowledge of management based on his wealth of knowledge andexperience accumulated at a financial institution and his experience with company management gained whileserving as president. The Company has nominated him as a candidate for Director who is an Audit and Supervisory
Committee Member based on the conviction that his expertise, distilled from years of experience, will be central tosupervising and advising on the Company’s business execution and in enhancing the Company’s corporate value
over the medium to long term.
Apr. 1982

Joined NIPPON STEEL CORPORATION

Apr. 1987

Joined Nomura Securities Co., Ltd.
International Department

Naotaka Tsuzuki(October 8, 1958)
2
Reelection
OutsideIndependent

Number of the Company’s
shares owned– shares

June 1991

IPO Dept. of Nagoya Branch OfficeNov. 1995

Business Development Department

June 1998

Joined RECRM RESEARCH CO., Ltd. (currently Raysum Co.,Ltd.)

June 1999

Director

Nov. 2006

Managing Director

Nov. 2008

Retired from the position of Managing Director

Dec. 2012

Representative Director of the Tsuzuki Office (current position)

Nov. 2021

Outside Director (Audit and Supervisory Committee Member) of
the Company (current position)(Significant concurrent positions outside the Company)
Representative Director and President of Tsuzuki Office
Reasons for nomination as candidate for outside Director and overview of expected roles
Naotaka Tsuzuki possesses experience as a corporate management advisor and currently serves as Representative
Director and President at a management consulting company. He has extensive insight based on his wealth ofexperience in the securities and real estate industries. The Company has nominated him as a candidate for outside
Director who is an Audit and Supervisory Committee Member based on its determination that he will exercise
appropriate oversight of decision-making on important matters. The Company expects that he will provide advice
mainly in the decision-making process for store openings and the launch of new businesses.

- 11 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. The number of the Company’s shares owned by each candidate is the number of shares as of August 31, 2023.
3. Yoshiyuki Kawamura is a new candidate for the role of Director who is an Audit and Supervisory Committee Member.
4. Naotaka Tsuzuki will have served as an outside Director of the Company for two years upon the conclusion of this General
Meeting of Shareholders.
5. If this proposal is approved, the terms of office of Yoshiyuki Kawamura and Naotaka Tsuzuki will be two years, expiring
upon the conclusion of the 50th Annual General Meeting of Shareholders.
6. If this proposal is approved, the Company plans to continue to designate Naotaka Tsuzuki as an independent officer(outside director) in accordance with the provisions of the Tokyo Stock Exchange and the Nagoya Stock Exchange.
7. If this proposal is approved, the Company intends to enter into an agreement with Yoshiyuki Kawamura, pursuant to
Article 427, paragraph (1) of the Companies Act and the Company’s Articles of Incorporation, to limit his liability fordamages under Article 423, paragraph (1) of the Companies Act. In addition, the Company plans to extend the agreement
already concluded with Naotaka Tsuzuki to limit his liability for damages. The maximum amount of liability for damages
under this agreement will be the minimum liability amount provided for under Article 425, paragraph (1) of the Companies
Act.
8. Outline of the details of the directors and officers liability insurance policy.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The insurance policy covers all Directors of the Company and its
subsidiaries (including Directors who are Audit and Supervisory Committee Members), and the insureds do not bear anyof the insurance premiums. This insurance policy covers the insured’s damages including losses and such costs as related
litigation expenses incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured
in the course of his/her duties as an officer, etc. of the Company or its subsidiaries. However, the Company has taken
measures to ensure that the appropriateness of the execution of duties by officers, etc. is not impaired by exempting fromcompensation criminal acts such as bribery and damage caused by officers, etc. themselves in case they intentionallycommit illegal acts. In addition, the Company plans to renew the policy with the same terms at the time of its renewal.

- 12 -

<Reference>

The Board of Directors’ Diversity (Skills Matrix)

The Company’s Board of Directors determines basic policies on management with its diverse perspectives while also
charged with the role of supervising business execution in each division. Persons with the ability to implement theCompany’s vision are selected as candidates for Directors who comprise the Board of Directors, with the aim ofachieving active discussion as well as accurate and prompt decision-making. In addition, we ensure transparency andimprovements in the functionality of the Board of Directors with at least one-third of its members being independent
outside Directors. We nominate candidates for Directors by comprehensively considering the different expertise ofeach person and the balance of knowledge, experience and ability of the Board of Directors as a whole.
Director Skills Matrix
Particularly desirable knowledge, experience and abilities
Experience
Name

as a
president

Manabu Oda

Finance andSales andDistribution

accounting

marketingindustry●

Kazuki
Komori
Tatsuya Goto●

NobuakiMika Imai
Yoshiyuki
Kawamura
Naotaka
TsuzukiYumi Suzuki

●

legal

strategy and experience

industry

innovation and diversity

●

●

●

●

●

●

●

●

●

●

Mitsui

Finance and Management International

●
●

●

●

●

●

●
●

governanceIndependence
Sustainability

●
●
●

●

●

●
●

●

●

●

●
●

and
transparency

●

●

●

CSR and●●●●* The above indicates the knowledge, experience and abilities that are particularly desirable in each director and is not an indicationof all of the knowledge possessed by the director.
The top five items ranked by priority of desired attributes for each director are marked with ●.
* This Skills Matrix represents the status of the Board of Directors when Proposal No. 2 and 3 are approved as originally proposed.

- 13 -

Proposal No. 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The number of Directors who are Audit and Supervisory Committee Members of the Company will be three, theminimum number required by law, if Proposal No. 3, Election of Two Directors Who Are Audit and Supervisory
Committee Members, is approved and passed. Therefore, to prepare for the state of affairs in which the number of
Directors who are Audit and Supervisory Committee Members may fall below the number required by law, theCompany proposes the new election of one substitute Director who is an Audit and Supervisory Committee Member.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this proposal.
The candidate for the role of substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name (Date of birth)

Daigo Sato
(November 25, 1985)
Number of the Company’s
shares owned– shares

OutsideIndependent

Career summary (Significant concurrent positions outside the Company)
Apr. 2010

Joined Heiseikaikeisha (HSK) Tax Corporation (currently,
Reiwakaikeisha (RWK) Tax Corporation)

Nov. 2012

Joined PricewaterhouseCoopers Tax Accountants’ Corporation(currently, PwC Tax Accountants’ Corporation)

Apr. 2018

Seconded to PricewaterhouseCoopers LLP (UK)

Sept. 2023

Founded Sato Tax Advisory Services, Representative (current
position)(Significant concurrent positions outside the Company)
Representative, Sato Tax Advisory Services
Reasons for nomination as candidate for outside Director and overview of expected roles
Daigo Sato provides extensive knowledge of finance and accounting as certified public tax accountant, as well as
abundant international experience. The Company has nominated him as candidate for substitute outside Director
who is an Audit and Supervisory Committee Member based on its determination that he will effectively discharge
his duties as outside Director. The Company expects that he will provide financial supervision and advice on thebusiness development of the Company over the medium to long term.

Notes:

1. There is no special interest between the candidate and the Company.
2. Daigo Sato is a candidate for the role of substitute outside Director who is an Audit and Supervisory Committee Member.
3. The number of the Company’s shares owned by the candidate is the number of shares as of August 31, 2023.
4. If Daigo Sato assumes the office of Director who is an Audit and Supervisory Committee Member, the Company intends
to enter into an agreement with him, pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s
Articles of Incorporation, to limit his liability for damages under Article 423, paragraph (1) of the Companies Act. The
maximum liability for damages under this agreement is the minimum liability specified under Article 425, paragraph (1)of the Companies Act.
5. Outline of the details of the directors and officers liability insurance policy.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The insurance policy covers all Directors of the Company and its
subsidiaries (including Directors who are Audit and Supervisory Committee Members), and the insureds do not bear anyof the insurance premiums. This insurance policy covers the insured’s damages including losses and such costs as related
litigation expenses incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured
in the course of his/her duties as an officer, etc. of the Company or its subsidiaries. However, the Company has taken
measures to ensure that the appropriateness of the execution of duties by officers, etc. is not impaired by exempting fromcompensation criminal acts such as bribery and damage caused by officers, etc. themselves in case they intentionallycommit illegal acts. If Daigo Sato assumes the office of Director who is an Audit and Supervisory Committee Member,
he will be insured under the liability insurance policy for directors and officers.

- 14 -