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

Securities identification code: 9616
June 13, 2023
To our shareholders:President Koji Nakamura
KYORITSU MAINTENANCE CO., LTD.
2-18-8 Sotokanda, Chiyoda-ku, TokyoNOTICE OF THE 44TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 44th Ordinary General Meeting of Shareholders of KYORITSU
MAINTENANCE CO., LTD. (the “Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and has posted the information on each of the following websites. Please access either of the websites
to view the information.
The Company’s website:
https://www.kyoritsugroup.co.jp/ir/ (in Japanese)(From the above website, select “IR,” then “IR calendar / General shareholders’ meeting.”)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9616/teiji/ (in Japanese)
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 “KYORITSU MAINTENANCE”
in “Issue name (company name)” or the Company’s securities code “9616” in “Code,” and click “Search.”Then, click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you do not attend the meeting, you may exercise your voting rights by electromagnetic means (e.g., via theInternet) or in writing by following the instructions (in Japanese only). Please take the time to review theReference Documents for the General Meeting of Shareholders stated below and exercise your voting rights.

-1-1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (Japan Standard Time)(Reception to begin at 9:00 a.m.)
2. Venue:

Bellesalle Tokyo Nihombashi B2F Event Hall
Tokyo Nihombashi Tower, 2-7-1 Nihombashi, Chuo-ku, Tokyo
Meeting Details

3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 44th Term (from April 1, 2022 toMarch 31, 2023), as well as the results of the audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee

2.

Non-Consolidated Financial Statements for the 44th Term (from April 1, 2022 to March 31, 2023)

Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Election of fourteen (14) Directors (excluding Directors who are Audit andSupervisory Committee Members)

Proposal 3:

Election of three (3) Directors who are Audit and Supervisory Committee
Members

Proposal 4:

Election of one (1) substitute Director who is an Audit and Supervisory
Committee Member

4. Regarding the Exercise of Voting Rights:(1) In the event that you exercise your voting rights in writing (via postal mail), if neither approval nor
disapproval of each proposal is indicated on the voting form, the Company will deem that you
indicated your approval of the proposal.
(2) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed
effective.
(3) If you exercise your voting right in duplicate both in writing (via postal mail) and via the Internet, theCompany will only deem your exercise via the Internet valid regardless of the time and date the votes
are received.
(4) If you exercise your voting rights by proxy, you may nominate one (1) shareholder with voting rights
to attend the meeting as a proxy. However, please note that it will be necessary to submit written proofof proxy rights.
For details, please refer to the “Procedures for Exercise of Voting Rights via the Internet” (in Japaneseonly).
* Concerning the distribution of “meal coupons” as gifts to attending shareholders that were previously
distributed on the day of the meeting, in the interest of fairness to shareholders, the Company shall provide
them in the “Shareholder Discount Coupon Book.”-2-

Reference Documents for the General Meeting of Shareholders
Proposals and reference information
Proposal 1:

Appropriation of surplus

In terms of the Company’s distribution policy, the Company has made a decision based on its basic stancesof “returning profits to shareholders with dividends linked to earnings and business performance” and“providing shareholders with stable and steady returns over the long term.”
In the fiscal year under review, the Company achieved an increase in profits that significantly exceeded
consolidated financial results forecasts due to greater-than expected tourism demand resulting from the liftingof measures to control the movement of people and the taking of such measures as nationwide travel support.
Accordingly, for the fiscal year under review, we will pay a year-end dividend of 12 yen based on the basic
stances mentioned above. The annual dividend for the fiscal year under review, including the interim dividend,
will be 22 yen, an increase of 2 yen (10%) compared to the previous fiscal year.
In addition, the Company will establish the internal reserves necessary to carry out far-sighted management
policies at the appropriate times, including proactive capital investment and development of new businesses
in response to changes in the business environment at the same time.
The Company proposes the appropriation of surplus as follows:
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
12 yen per common share of the Company
Total amount of dividend: 468,001,800 yen
As a result, the dividend for the fiscal year under review, including the interim dividend, will be 22
yen per share.
(3) Effective date of distribution of dividends of surplus
June 29, 2023
2. Matters related to other appropriation of surplus(1) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: 4,600,000,000 yen(2) Item of surplus to be increased and amount of increase
General reserve: 4,600,000,000 yen-3-Proposal 2:

Election of fourteen (14) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of all fourteen (14) Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter the same for this Proposal) will expire at the end of this General Meeting of
Shareholders. We therefore propose the election of fourteen (14) Directors.
This Proposal has been deliberated by the Nomination Committee, an advisory body, and reviewed by the
Audit and Supervisory Committee, and no objections to its implementation were raised.
The candidates for Directors are as follows:
Reference: List of candidates
No.

Name

1

Haruhisa Ishizuka

Chairman

Current position and responsibilities in the Company
Reelection

2

Koji Nakamura

President

Reelection

3

Yukihiro Sagara

Executive Director responsible for HotelGroup

Reelection

4

Yasuo Ohara

Executive Director responsible for
Dormitory Group

Reelection

5

Manabu Takaku

Executive Director responsible forPlanning and Development Group,
General Manager of Corporate Planning
Division, General Manager of Integrated
Sales Division

Reelection

6

Masaki Suzuki

Director, General Manager of HotelBusiness Strategy Division

Reelection

7

Yoshio Kimizuka

Director, General Manager of SeniorLife Business Division

Reelection

8

Hiroshi Yokoyama

Director, General Manager of Facility
Development & Management Division

Reelection

9

Rie Momose

Director, General Manager of Food
Division

Reelection

10

Takayuki Musha

General Manager of Human Resourcesand General Affairs Division

11

Shigeto Kubo

Director

Independent Officer
OutsideReelection

12

Yasunobu Hirata

Director

Independent Officer
OutsideReelection

13

Takayuki Hayakawa

Director

Independent Officer
OutsideReelection

14

Keiko Oda

Director

Independent Officer
OutsideReelection

Note: The name of Keiko Oda in the family register is Keiko Hosoai.

-4-

New election

No.

Name (Date of birth)Haruhisa Ishizuka(October 21, 1947)1

Reelection
Tenure as Director:
43 years

Career summary, position and responsibilities in the
Company
Sept. 1979

Establishment of the Company; President

June 2006

Chairman (present position)[Significant concurrent positions outside the Company]
Chairman, Kyoritsu Estate Co., Ltd.
Chairman, Kyoritsu Foods Service Co., Ltd.
Auditor, Kyoritsu Foods Management Co., Ltd.
Auditor, Kyoritsu Oasis Co., Ltd.
Councilor, KYORITSU INTERNATIONAL
FOUNDATION
Councilor, KYORITSU IKUEIKAI
Director, Milestone International Japan Co., Ltd.
Director, Yoei Holding Co., Ltd.
Director, TERA Association Inc.
Director, KYORITSU FOODS CO., INC.
Audit and Supervisory Board Member, SHINSEI FOODS
Co., Ltd.
Audit and Supervisory Board Member, OT Comnet Co.,
Ltd.

Number of theCompany’s
shares owned

1,052,984[Reasons for nomination as candidate for Director]
The candidate has led the Company’s management and contributed to the Company’s development for morethan 40 years as a founder. The candidate’s management achievements, broad business knowledge withexcellent foresight, and leadership in continuously raising corporate value will be necessary for theCompany’s future growth, and accordingly, the Company requests that he be reelected.
[Special interest between the candidate and the Company]
There is a commercial building leasing relationship between the Company and Haruhisa Ishizuka, and withMilestone International Japan Co., Ltd., where Haruhisa Ishizuka is Director.

-5-

No.

2

Name (Date of birth)

Career summary, position and responsibilities in the
Company
Apr. 1995

Joined the Company

Apr. 1999

Manager of Accounting Division,
Administration Department

May 2004

Executive Officer, Manager of General
Finance and Accounting Division, Group
Administration Department

June 2006

Director, Manager of General Finance andAccounting Division, and Manager ofManagement and Administration Division,
Group Administration Department

May 2008

Director responsible for Management
Planning and Manager of General Planning
Division, Manager of General Finance andAccounting Division, Group Administration
Department

Koji Nakamura(June 10, 1962)

May 2010

Reelection

Director, General Manager of Management
Planning Department, Group Administration
Supervisory Department

Apr. 2016

Tenure as Director:
17 years

Director, General Manager of Management
Planning Department

Apr. 2018

Director, General Manager of Management
Planning Department and Manager of IR
Section

Apr. 2019

Executive Director responsible for Planningand Development Group

Apr. 2021

President (present position)

Number of theCompany’s
shares owned

10,867[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
The candidate has been involved in operations in planning and development for many years and has been
responsible for management as Director for 17 years, and since April 2021, he has led management as
President of the Company. In order to put into practice a corporate culture that puts customer satisfaction first,
and realize the creation of a solid business base, and a further strengthening of the corporate structure, thecandidate’s abundant business experience, knowledge of management, and leadership will be necessary, andaccordingly, the Company requests that he be reelected.
[Special interest between the candidate and the Company]
Koji Nakamura utilizes the employees’ financing system of the Company.

-6-

No.

Name (Date of birth)

Career summary, position and responsibilities in the
Company
Nov. 1991

Joined the Company

May 2001

Executive Officer, Manager of Dormy Inn
Business Division

June 2006

Director, Manager of HOTEL & SPA
Division, and General Manager of Spa
Therapy Division, Business Development
Department

Oct. 2006

Director, General Manager of Hotel Business
Department

May 2008

Director responsible for Dormy Inn, HotelBusiness Department

May 2009

Director, General Manager of Dormy Inn
Business Department, Hotel BusinessSupervisory Department

June 2011

Director, General Manager of Dormy Inn
Business Department and Manager of WestJapan Business Division, and Manager ofOverseas Business Development Division,
Hotel Business Supervisory Department

Apr. 2016

Director, General Manager of Dormy Inn
Business Department

Apr. 2019

Executive Director responsible for HotelGroup

June 2022

Executive Director responsible for HotelGroup, General Manager of Dormy Inn
Business Department

Apr. 2023

Executive Director responsible for HotelGroup (present position)

Yukihiro Sagara(March 17, 1964)
3

Reelection
Tenure as Director:
17 years

Number of theCompany’s
shares owned

8,910[Significant concurrent positions outside the Company]
Director, OH-SHIMA FORUM Co., Ltd.
[Reasons for nomination as candidate for Director]
The candidate has been involved in the Hotel business and has been responsible for management as Director.
He has extensive business experience in the Company and possesses management knowledge. In addition, thecandidate has outstanding character and insight, and accordingly, the Company requests that he be reelected
as Director.
[Special interest between the candidate and the Company]
None

-7-

No.

4

Name (Date of birth)

Yasuo Ohara(November 27, 1970)

Career summary, position and responsibilities in the
Company
Jan. 1998

Joined the Company

June 2007

Manager of First Business Division at theEast Japan Branch Office, Dormitory
Operations Division

Apr. 2015

Executive Officer, General Manager ofDormitory Business Tokyo Metropolitan
Area Department, Dormitory BusinessSupervisory Department and Manager ofFirst Corporate Sales Division

Apr. 2017

Executive Officer, Manager of Tokyo
Metropolitan Area Supervisory Department,
Dormitory Operations Division

Apr. 2019

Executive Officer, General Manager ofDormitory Operations Division

Apr. 2021

Managing Executive Officer responsible for
Dormitory Group, General Manager ofDormitory Operations Division

June 2021

Executive Director responsible for Dormitory
Group, General Manager of Dormitory
Operations Division

Apr. 2022

Executive Director responsible for Dormitory
Group (present position)

Reelection
Tenure as Director:
2 years

Number of theCompany’s
shares owned

5,635[Significant concurrent positions outside the Company]
Director, Kyoritsu Financial Service Co., Ltd.
Director, i Kabushiki Gaisha[Reasons for nomination as candidate for Director]
The candidate has been involved in the Dormitory business, has extensive business experience in the
Company, and possesses management knowledge. In addition, the candidate has outstanding character andinsight, and accordingly, the Company requests that he be reelected as Director.
[Special interest between the candidate and the Company]
Yasuo Ohara utilizes the employees’ financing system of the Company.

-8-

No.

Name (Date of birth)

Manabu Takaku(January 24, 1975)
5

Career summary, position and responsibilities in the
Company
Aug. 1997

Joined the Company

May 2010

Manager of General Finance and Accounting
Division, Management Planning Department,Group Administration Supervisory
Department

Apr. 2015

Manager of Management and Administration
Division, and Manager of General Financeand Accounting Division, Management
Planning Department, Group Administration
Supervisory Department

Apr. 2016

Manager of Management and Administration
Division, and Manager of Finance Division,
Management Planning Department, Group
Administration Department

Apr. 2017

Executive Officer, Manager of Management
Planning Division, Management Planning
Department

Apr. 2019

Executive Officer, General Manager ofManagement Planning Department andManager of Management Planning Division

Apr. 2021

Managing Executive Officer responsible forPlanning and Development Group, andGeneral Manager of Management Planning
Department

June 2021

Executive Director responsible for Planningand Development Group, and General
Manager of Management Planning
Department

Apr. 2022

Executive Director responsible for Planningand Development Group, General Manager
of Corporate Planning Division, and General
Manager of Integrated Sales Division(present position)

Reelection
Tenure as Director:
2 years

Number of theCompany’s
shares owned

5,600[Significant concurrent positions outside the Company]
Director, Kyoritsu Financial Service Co., Ltd.
Auditor, Kyoritsu Estate Co., Ltd.
Councilor, KYORITSU INTERNATIONAL
FOUNDATION[Reasons for nomination as candidate for Director]
The candidate has been involved in carrying out operations in management planning and finance andaccounting. He also has extensive business experience in the Company and possesses management
knowledge. In addition, the candidate has outstanding character and insight, and accordingly, the Company
requests that he be reelected as Director.
[Special interest between the candidate and the Company]
None

-9-

No.

6

Name (Date of birth)

Career summary, position and responsibilities in the
Company
Sept. 1997

Joined the Company

Oct. 1998

Joined Kyoritsu Trust Co., Ltd.

Jan. 2003

Joined the Company

May 2009

Executive Officer, General Manager ofResorts Business Department, Hotel BusinessSupervisory Department

June 2011

Director, General Manager of Resorts
Business Department, and Manager of East
Japan Business Division, and Manager ofHotel Sales Promotion Division, HotelBusiness Supervisory Department

May 2012

Director, General Manager of Resorts
Business Department, Hotel BusinessSupervisory Department

Masaki Suzuki(November 14, 1968)

Apr. 2016

Director, General Manager of Resorts
Business Department

Reelection

Apr. 2020

Tenure as Director:
12 years

Director, General Manager of Resorts
Business Department and Manager ofOperation Promotion Department

Apr. 2021

Director, General Manager of Resorts
Business Department

Apr. 2023

Director, General Manager of Hotel Business
Strategy Division (present position)

Number of theCompany’s
shares owned

5,447[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
The candidate has been involved in the Hotel business and has been responsible for management as Director.
He has extensive business experience in the Company and possesses management knowledge. In addition, thecandidate has outstanding character and insight, and accordingly, the Company requests that he be reelected
as Director.
[Special interest between the candidate and the Company]
None

Yoshio Kimizuka(June 8, 1962)
7

Reelection
Tenure as Director:
8 years

May 2009

Joined the Company
Executive Officer, Manager of Second
Business Division, East Japan Department,
Dormitory Business Supervisory Department

Apr. 2015

Executive Officer, General Manager ofDormitory Business Branch Office
Supervisory Department, Dormitory BusinessSupervisory Department

June 2015

Director, General Manager of Dormitory
Business Branch Office Supervisory
Department, Dormitory Business Supervisory
Department

Nov. 2016

Director, General Manager of Senior Life
Business Division (present position)

3,783[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
The candidate has been involved in the Senior Life business and has been responsible for management as
Director. He has extensive business experience in the Company and possesses management knowledge. In
addition, the candidate has outstanding character and insight, and accordingly, the Company requests that hebe reelected as Director.
[Special interest between the candidate and the Company]
None- 10 -

No.

8

Name (Date of birth)

Career summary, position and responsibilities in the
Company
Nov. 1992

Joined the Company

June 2007

Joined Builnet Co., Ltd.
Executive Vice President of Builnet Co., Ltd.

Apr. 2009

President of Builnet Co., Ltd.

Apr. 2016

Joined the Company
Executive Officer, General Manager ofBusiness Development Department

June 2016
Hiroshi Yokoyama(February 20, 1962)

Director, General Manager of Business
Development Department

Apr. 2019

Director, General Manager of Development
Division

Reelection

Apr. 2023

Director, General Manager of Facility
Development & Management Division(present position)

Tenure as Director:
7 years

Number of theCompany’s
shares owned

19,671[Significant concurrent positions outside the Company]
Director, Kyoritsu Estate Co., Ltd.

[Reasons for nomination as candidate for Director]
The candidate has been involved in carrying out operations in business development and has been responsible
for management as Director. The candidate also has extensive business experience in the Company andpossesses management knowledge. In addition, the candidate has outstanding character and insight, andaccordingly, the Company requests that he be reelected as Director.
[Special interest between the candidate and the Company]
None

9Nov. 2005

Joined the Company

June 2011

Manager of Food Development Department,
Food Division

Apr. 2016

Executive Officer, General Manager of FoodManagement Department and Manager ofFood Management Division

Apr. 2019

Executive Officer, General Manager of Food
Division

June 2019

Director, General Manager of Food Division

Rie Momose(March 3, 1970)

July 2020

Director, General Manager of Food Division,and Manager of Menu Development
Department

Reelection

Apr. 2022

Director, General Manager of Food Division(present position)

Tenure as Director:
4 years

2,507[Significant concurrent positions outside the Company]
President, Kyoritsu Oasis Co., Ltd.
Director, Kyoritsu Foods Management Co., Ltd.
Director, KYORITSU FOODS CO., INC.

[Reasons for nomination as candidate for Director]
The candidate has been involved in execution of the food business and has been responsible for management
as Director. She has extensive business experience in the Company and possesses management knowledge. In
addition, the candidate has outstanding character and insight, and accordingly, the Company requests that she
be reelected as Director.
[Special interest between the candidate and the Company]
None- 11 -

No.

10

Name (Date of birth)

Takayuki Musha(May 10, 1965)
New election
Tenure as Director:-

Career summary, position and responsibilities in the
Company
Mar. 2011

Joined the Company

Apr. 2013

General Manager of Dormy Inn Operations
Planning Office, Dormy Inn Business
Department, Hotel Business Supervisory
Department

Apr. 2014

Manager of West Japan Business Division
and General Manager of Dormy Inn
Operations Planning Office, Dormy Inn
Business Department, Hotel BusinessSupervisory Department

Apr. 2015

General Manager of Dormy Inn Human
Resources Development Department, DormyInn Business Department, Hotel BusinessSupervisory Department

Apr. 2016

Manager of Administration Supervisory
Department, Dormy Inn Business
Department

Apr. 2019

Manager of HR Department, Human
Resources and General Affairs Division,
Management Group

Apr. 2020

General Manager of Human Resources andGeneral Affairs Division, Management
Group (present position)

Number of theCompany’s
shares owned

200[Significant concurrent positions outside the Company]
President, Kyoritsu Assist Co., Ltd.
Director, KYORITSU SOLUTIONS CO., LTD.
[Reasons for nomination as candidate for Director]
The candidate has been involved in human resources and general affairs operations, has extensive businessexperience in the Company, and possesses management knowledge. In addition, the candidate has outstanding
character and insight, and accordingly, the Company requests that he be elected as Director.
[Special interest between the candidate and the Company]
None- 12 -

No.

Name (Date of birth)

Shigeto Kubo
(January 15, 1954)
11

Career summary, position and responsibilities in the
Company
Apr. 1977

Joined Ministry of Land, Infrastructure,
Transport and Tourism

Aug. 2010

Director-General of Railway Bureau,
Ministry of Land, Infrastructure, Transport
and Tourism

Sept. 2012

Deputy Vice-Minister, Minister’s Secretariat,
Ministry of Land, Infrastructure, Transport
and Tourism

Aug. 2013

Commissioner of Japan Tourism Agency,
Ministry of Land, Infrastructure, Transport
and Tourism

Sept. 2015

Retired from Ministry of Land,
Infrastructure, Transport and Tourism

June 2016

Independent Officer
OutsideReelection

Director of Japan Travel and Tourism
Association

June 2019

Director (present position)

June 2020

Tenure as Outside Director:
4 years

Senior Managing Director, Airport Transport
Service Co., Ltd.

Apr. 2022

Chairman and Executive Officer, TOBU TOPTOURS CO., LTD (present position)

Number of theCompany’s
shares owned[Significant concurrent positions outside the Company]
Chairman and Executive Officer, TOBU TOP TOURS CO.,LTD
[Reasons for nomination as candidate for Outside Director and overview of expected roles]
The candidate has been involved in the administration in the areas of land, infrastructure and transport, as
well as tourism, for many years. The Company expects that he will utilize his objective, broad and advanced
perspective in management of the Company based on his experience and abundant knowledge. Accordingly,
the Company requests that he be reelected as Outside Director. He will have served as Outside Director for
four years at the end of the General Meeting of Shareholders.
[Special interest between the candidate and the Company]
None- 13 --

No.

Name (Date of birth)

Yasunobu Hirata(August 29, 1948)

12

Independent Officer
OutsideReelection
Tenure as Outside Director:
3 years

Career summary, position and responsibilities in the
Company
Dec. 1974

Joined Internal Medicine Division,
University of Tokyo Hospital

June 1976

Staff member for internal medicine, Mitsui
Memorial Hospital

July 1981

Research Fellow, University of Minnesota
Division of General Internal Medicine

Apr. 1992

Director, Internal Medicine, University ofTokyo Hospital

Apr. 2004

Manager, Cardiovascular Medicine,
University of Tokyo Hospital

Apr. 2013

Director, Tokyo Teishin Hospital

Apr. 2019

Honorary Director, Tokyo Teishin Hospital(present position)

June 2019

Executive Director, Sleep Apnea Syndrome
Support Center (present position)

June 2020

Director (present position)

Number of theCompany’s
shares owned[Significant concurrent positions outside the Company]
Honorary Director, Tokyo Teishin Hospital
Executive Director, Sleep Apnea Syndrome Support Center[Reasons for nomination as candidate for Outside Director and overview of expected roles]
The candidate has extensive experience and knowledge acquired from many years of engaging in medical
treatment as a clinician and student instruction as a university professor. He also has working experience inmanagement at a university, hospitals and others. Therefore, the Company expects that he will provide
valuable advice for the Company’s management and health and hygiene aspects. Accordingly, the Company
requests that he be reelected as Outside Director. He will have served as Outside Director for three years at
the end of the General Meeting of Shareholders.
[Special interest between the candidate and the Company]
None- 14 -

-

No.

13

Name (Date of birth)

Career summary, position and responsibilities in the
Company
Apr. 1972

Joined Sumitomo Mitsui Banking
Corporation

Apr. 2006

Executive Officer, Head of East Japan
Middle Market Banking Division III,
Sumitomo Mitsui Banking Corporation

May 2009

Senior Managing Executive Officer, Ginsen
Co., Ltd.

June 2010

President, Yoei Holding Co., Ltd. andPresident, Yoei Co., Ltd.

June 2013

Audit & Supervisory Board Member, Riken
Technos Corporation

Takayuki Hayakawa(February 16, 1954)

June 2016

Independent Officer
OutsideReelection

Director, Audit & Supervisory Committee
Member, Riken Technos Corporation(present position)

May 2017

Director, TKP Corporation

Tenure as Outside Director:
3 years

June 2017

Director, Toyo Kosan Co., Ltd.

May 2019

Auditor, TKP Corporation (present position)

June 2020

Director (present position)

Number of theCompany’s
shares owned-[Significant concurrent positions outside the Company]
Director, Audit & Supervisory Committee Member, Riken
Technos Corporation
Auditor, TKP Corporation[Reasons for nomination as candidate for Outside Director and overview of expected roles]
The candidate has advanced knowledge regarding finance, accounting and market analysis based on his
working experience at a major city bank and extensive knowledge about corporate management based on his
experience as a manager of real estate companies. Therefore, the Company expects that he will provide
valuable advice for the Company’s management decision-making and business execution. Accordingly, theCompany requests that he be reelected as Outside Director. He will have served as Outside Director for three
years at the end of the General Meeting of Shareholders.
[Special interest between the candidate and the Company]
None

Keiko Oda
(Name in family register:
Keiko Hosoai)(February 15, 1972)
14

Independent Officer
OutsideReelection

Apr. 1994

Joined RSK Sanyo Broadcasting Co., Ltd.

Jan. 2001

Contracted with IKUSHIMA PLANNING
INC.

June 2005

President, JAT Inc. (present position)

Apr. 2017

Board Member, Regional Tourism Promotion
Consortium

Dec. 2017

Member, Cool Japan Public-Private
Partnership Platform, Cabinet Office (present
position)

June 2020

Director (present position)-[Significant concurrent positions outside the Company]
President, JAT Inc.
Member, Cool Japan Public-Private Partnership Platform,
Cabinet OfficeTenure as Outside Director:
3 years[Reasons for nomination as candidate for Outside Director and overview of expected roles]
The candidate has been involved in the international publication of tourism in Japan and its food culture andthe regional revitalization through the Cool Japan initiative and other activities for many years. The Company
expects that she will provide valuable advice for the Company’s management decision-making and businessexecution based on her experience and extensive knowledge. Accordingly, the Company requests that she bereelected as Outside Director. She will have served as Outside Director for three years at the end of theGeneral Meeting of Shareholders.
[Special interest between the candidate and the Company]
None- 15 -

Notes:1. The Company has taken out a liability insurance policy for directors and officers from an insurance company,
with each director of the Group as insured, as stipulated in Article 430-3, paragraph 1 of the Companies Act, andrenewed the policy in April 2023. This insurance policy will cover litigation costs and payment of damages
incurred by the insured in third-party lawsuits and shareholder derivative lawsuits. If the candidates are electedby the resolution, they will be included in the insured under the policy. On the next renewal date of the insurance
policy, the Company plans to renew it with the same terms and conditions.
2. Shigeto Kubo, Yasunobu Hirata, Takayuki Hayakawa and Keiko Oda are candidates for Outside Director. The
Company has designated Shigeto Kubo, Yasunobu Hirata, Takayuki Hayakawa and Keiko Oda, as independent
officers as provided for by Tokyo Stock Exchange, Inc. and submitted notifications to the said Exchange.
3. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with Shigeto Kubo, Yasunobu Hirata, Takayuki Hayakawa and Keiko Oda to limit theamount of their liability for damages under Article 423, paragraph 1 of the same Act. The limit of liability fordamages under the agreement is the minimum liability limit amount as provided for by Article 425, paragraph 1of the same Act. If the reelection of Shigeto Kubo, Yasunobu Hirata, Takayuki Hayakawa and Keiko Oda isapproved, the Company plans to renew the said agreement.

- 16 -

Proposal 3:

Election of three (3) Directors who are Audit and Supervisory Committee Members

The terms of all three (3) Directors who are Audit and Supervisory Committee Members expire at the end of
this General Meeting of Shareholders. We therefore propose the election of three (3) Directors who are Audit
and Supervisory Committee Members.
This Proposal has been deliberated by the Nomination Committee, an advisory body, and the Company has
obtained the prior consent of the Audit and Supervisory Committee with respect to this proposal.
Candidates for the Director who is an Audit and Supervisory Committee Member are as follows:
Reference: List of candidates
No.

Name

Current position and responsibilities in the Company

1

Takumi Ueda

Director who is an Audit and Supervisory
Committee Member

2

Toshiaki Miyagi

Director who is an Audit and Supervisory Independent Officer
Committee Member
OutsideReelection

3

Tokio Kawashima

Director who is an Audit and Supervisory Independent Officer
Committee Member
OutsideReelection- 17 -

Reelection

No.

Name (Date of birth)

Takumi Ueda
(January 9, 1949)
1

Reelection
Tenure as Director:
23 years

Career summary, position and responsibilities in the
Company
Apr. 2000

Joined the Company

June 2000

Director, General Manager of GroupOperations Department

Apr. 2002

Executive Vice President, General Manager
of Administration Department

May 2009

Executive Vice President responsible forGroup Administration Supervisory
Department

Apr. 2016

Executive Vice President responsible forGroup Administration and General Manager
of PKP Operations Division

Apr. 2017

President

Apr. 2021

Director and Adviser

June 2021

Director (Audit and Supervisory Committee
Member) (present position)

Number of theCompany’s
shares owned

31,814[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, Kyoritsu Financial
Service Co., Ltd.
Auditor, Kyoritsu Assist Co., Ltd.

[Reasons for nomination as candidate for Director]
The candidate has had involved in the management of the Company for many years and possesses abundant
experience and knowledge regarding management. Therefore, the Company expects that in addition tosupervising the execution of duties of the Company’s Directors, he will properly perform his duties as
Director who is an Audit and Supervisory Committee Member, and requests that he be reelected as a Director
who is an Audit and Supervisory Committee Member.
[Special interest between the candidate and the Company]
None
Aug. 1992

General Manager of Business Corporate
Department, Nagoya Branch of SMBC Nikko
Securities Inc.

Feb. 1997

Branch Manager of Seibu Branch of SMBC
Nikko Securities Inc.

Feb. 1998

General Manager of Financial Institution I,
Headquarters of SMBC Nikko Securities Inc.

Mar. 2000

Branch Manager of Kabuto-cho Branch of
SMBC Nikko Securities Inc.

Sept. 2001

General Manager of Customer Consultation
Salon of SMBC Nikko Securities Inc.

June 2004

Full-time Statutory Auditor of Nikko
Financial Intelligence, Inc.

Independent Officer
OutsideReelection

June 2008

Director of NAITO Securities Co., Ltd.

June 2010

Audit & Supervisory Board Member of
NAITO Securities Co., Ltd.

Tenure as Outside Director:
8 years

June 2015

Director (Audit and Supervisory Committee
Member) (present position)

Toshiaki Miyagi(December 27, 1947)
2[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, KYORITSU
SOLUTIONS CO., LTD.
[Reasons for nomination as candidate for Outside Director and overview of expected roles]
The candidate had been involved in management in the securities business sector and possesses experienceand knowledge in business management. Therefore, the Company expects that he will supervise and provide
advice on the Director’s execution of duties and properly perform his duties as Director who is an Audit andSupervisory Committee Member, and requests that he be reelected as Outside Director.
[Special interest between the candidate and the Company]
None- 18 --

No.

Name (Date of birth)

Tokio Kawashima(January 22, 1959)
3

Independent Officer
OutsideReelection
Tenure as Outside Director:
4 years

Career summary, position and responsibilities in the
Company
Apr. 1982

Joined MUFG Bank, Ltd.

Sept. 2008

Regional Head for Germany and General
Manager of Dusseldorf Branch of MUFG
Bank, Ltd.

Apr. 2011

Joined OMRON Corporation

June 2011

Audit & Supervisory Board Member of
OMRON Corporation

June 2019

Director (Audit and Supervisory Committee
Member) (present position)

June 2019

Audit & Supervisory Board Member of DT
Holdings, Inc. (present position)

June 2020

Director (Audit & Supervisory Committee
Member) of RICOH LEASING COMPANY,
LTD. (present position)

Number of theCompany’s
shares owned-[Significant concurrent positions outside the Company]
Audit and Supervisory Board Member, Kyoritsu Trust Co.,Ltd.
Audit & Supervisory Board Member, DT Holdings, Inc.
Director (Audit & Supervisory Committee Member),
RICOH LEASING COMPANY, LTD.

[Reasons for nomination as candidate for Outside Director and overview of expected roles]
The candidate has many years of working experience in a financial institution and possesses considerable
knowledge regarding finance and accounting. Therefore, the Company expects that he will supervise andprovide advice on the Director’s execution of duties and properly perform his duties as Director who is an
Audit and Supervisory Committee Member, and requests that he be reelected as Outside Director.
[Special interest between the candidate and the Company]
None
Notes:

1. The Company has taken out a liability insurance policy for directors and officers from an insurance company,
with each director of the Group as insured, as stipulated in Article 430-3, paragraph 1 of the Companies Act, andrenewed the policy in April 2023. This insurance policy will cover litigation costs and payment of damages
incurred by the insured in third-party lawsuits and shareholder derivative lawsuits. If the candidates are electedby the resolution, they will be included in the insured under the policy. On the next renewal date of the insurance
policy, the Company plans to renew it with the same terms and conditions.
2. Toshiaki Miyagi and Tokio Kawashima are candidates for Outside Director. The Company has designatedToshiaki Miyagi and Tokio Kawashima as independent officers as provided for by Tokyo Stock Exchange, Inc.
and submitted notifications to the said Exchange.
3. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with each Audit and Supervisory Committee Member to limit the amount of their
liability for damages under Article 423, paragraph 1 of the same Act to the minimum liability limit amount asprovided for by Article 425, paragraph 1 of the same Act. If their reelection is approved, the Company plans torenew the said limited liability agreement.

- 19 -

Skills matrix of the Board of Directors
The skills of candidates for the Company’s Directors are as follows:

No.

1

Name

Haruhisa
Ishizuka
Koji
Nakamura
Yukihiro
SagaraCorporate
Legal / HR / Labor
Knowledge
Finance /Specific Planning /Risk/ Personnel DX / IT
Sales /of theAccounting
Industry ManageCurrent position in the Company
Manag- Develop- Strategy
MarketingCompany’s/ IR
Knowledge ment
ement
ment
Business
Strategy

ESG /Sustainability

ChairmanInternal

〇

〇

〇

〇

PresidentInternal

〇

〇

〇

〇

Internal

〇

〇

〇

〇

〇

Internal

〇

〇

〇

〇

〇

Internal

〇

〇

〇

〇

〇

Director

Internal〇〇〇

Director

Internal〇〇〇

Director

Internal〇〇〇

9 Rie Momose

Director

Internal

〇

〇

〇

10

Takayuki
Musha

GeneralManagerInternal

〇

〇

〇

〇

11

Shigeto
Kubo

Director

〇

〇

〇

〇

12

Yasunobu
HirataDirector

〇

〇

〇

〇

13

Takayuki
Hayakawa

Director

〇

〇

〇

〇

〇

14 Keiko Oda

Director

〇

〇

〇

〇

〇

Independent
Outside〇〇Independent
Outside〇〇2
3

4 Yasuo Ohara
5
6
7
8

ManabuTakakuMasakiSuzuki
YoshioKimizuka
HiroshiYokoyama

15

TakumiUeda

16

ToshiakiMiyagi17

Tokio
Kawashima
Note:

Executive
Director
Executive
Director
Executive
Director

Director(Audit andSupervisory
Committee
Member)Director(Audit andSupervisory
Committee
Member)Director(Audit andSupervisory
Committee
Member)Independent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideInternal

〇

〇

〇

〇
〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

Among the skills possessed by each candidate for Director, the above table shows the skills in fields and experience that theCompany particularly expects of them, and is not a list of all their skills.

- 20 -

Proposal 4:

Election of one (1) substitute Director who is an Audit and Supervisory Committee
MemberWe propose the election of one (1) substitute Director to be an Audit and Supervisory Committee Member toprepare for a situation in which the number of Directors who are Audit and Supervisory Committee Members
falls below the number specified by laws and regulations.
The validity of this election can be nullified by a resolution of the Board of Directors if the consent of the
Audit and Supervisory Committee has been obtained; provided, however, that this applies only in a time
before assuming office.
In addition, this Proposal has been deliberated by the Nomination Committee, an advisory body, and theCompany has obtained the prior consent of the Audit and Supervisory Committee with respect to this proposal.
Candidate for the substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name (Date of birth)

Harunobu Kameyama(May 15, 1959)
SubstituteOutsideCareer summary
Apr. 1992

Registered as an attorney at law (Daiichi Tokyo BAR
Association)
Joined Okamura Law Office

Apr. 1997

Established Kameyama Sogo Law Office, Head of
Office (present position)

June 2007

Outside Audit & Supervisory Board Member of
KOMORI Corporation

Apr. 2010

Member of Civil Mediation Committee of Tokyo
Summary Court (present position)

Oct. 2012

Outside Director of TAKAOKA TOKO CO., LTD.

June 2013

Outside Director of KOMORI Corporation (present
position)

Oct. 2013

Outside Audit & Supervisory Board Member of
SOMAR Corporation (present position)

Mar. 2021

Outside Auditor of YAMABIKO CORPORATION

Mar. 2022

Outside Director of YAMABIKO CORPORATION(present position)

Number of theCompany’s shares
owned

-

[Significant concurrent positions outside the Company]
Head, Kameyama Sogo Law OfficeMember of Civil Mediation Committee, Tokyo Summary Court
Outside Director, KOMORI Corporation
Outside Audit & Supervisory Board Member, SOMAR
Corporation
Outside Director, YAMABIKO CORPORATION[Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member
and overview of expected roles]
The candidate possesses knowledge and experience, etc. obtained as an attorney. Therefore, the Company expects that hewill properly perform his duties as Director who is an Audit and Supervisory Committee Member, and requests that he beelected as substitute Director who is an Audit and Supervisory Committee Member.
[Special interest between the candidate and the Company]
None
Notes:

1. The Company has taken out a liability insurance policy for directors and officers from an insurance company,
with each director of the Group as insured, as stipulated in Article 430-3, paragraph 1 of the Companies Act, andrenewed the policy in April 2023. This insurance policy will cover litigation costs and payment of damages
incurred by the insured in third-party lawsuits and shareholder derivative lawsuits. If Harunobu Kameyama
assumes the office of Outside Director who is an Audit and Supervisory Committee Member, he will be includedin the insured under the policy. On the next renewal date of the insurance policy, the Company plans to renew itwith the same terms and conditions.
2. Harunobu Kameyama satisfies the requirements for an independent officer as provided for by Tokyo Stock
Exchange, Inc. If he assumes the office of Outside Director who is an Audit and Supervisory Committee Member,the Company plans to submit notification to Tokyo Stock Exchange, Inc. concerning his appointment as anindependent officer as well.

- 21 -

3. If Harunobu Kameyama assumes the office of Outside Director who is an Audit and Supervisory Committee
Member, the Company plans to enter into limited liability agreements with him pursuant to the provisions ofArticle 427, paragraph 1 of the Companies Act. The limit of liability for Directors who are Audit and Supervisory
Committee Members for damages under these agreements is the minimum liability amount provided for in Article
425, paragraph 1 of the Companies Act.

- 22 -