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: 7059
June 6, 2022
To our shareholders:
Kosuke Kiyokawa,
Chief Executive Officer
COPRO-HOLDINGS. Co., Ltd.
3-28-12 Meieki, Nakamura-ku, Nagoya City, Aichi
Prefecture

Notice of the 16th Annual General Meeting of Shareholders
We are pleased to announce the 16th Annual General Meeting of Shareholders of COPRO-HOLDINGS. Co., Ltd.
(the “Company”), which will be held as described below.
Instead of attending the meeting, please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights in writing (via postal mail) or by electromagnetic means (via theInternet, etc.) in accordance with the guidance on page 3 (in Japanese only), by no later than 6:00 p.m. on
Wednesday, June 22, 2022 (JST).
1. Date and Time: Thursday, June 23, 2022 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:
Meeting room in the conference hall, Dai Nagoya Building, 5th Floor
3-28-12 Meieki, Nakamura-ku, Nagoya City, Aichi Prefecture
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 16th period (April 1, 2021 to March 31,2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Auditors
2. Non-consolidated Financial Statements for the 16th period (April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1:
Amendment to the Articles of Incorporation
Proposal No. 2:
Appropriation of Surplus
Proposal No. 3:
Election of Six Directors
Proposal No. 4:
Election of Three Auditors
Information about the Attachments to This Notice● When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
● Of the documents to be attached to this Notice of the Annual General Meeting of Shareholders, the Notes
to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements areposted on the Company’s website, in accordance with the provisions of laws and regulations and Article
15 of the Company’s Articles of Incorporation, and therefore are not included in this Notice of theAnnual General Meeting of Shareholders and the attached documents.
Furthermore, the Consolidated Financial Statements and Financial Statements (excludes (Reference))
were audited by the Auditors when creating the audit report and by the accounting auditor when creating
the accounting audit report, and in addition to the documents attached to this Notice of the Annual
General Meeting of Shareholders, these alongside the “consolidated notes” and “individual notes” havebeen posted on the Company’s website.
● Should the Reference Materials for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements, and the Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website.
The Company’s website:
https://www.copro-h.co.jp/-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Amendment to the Articles of Incorporation

1. Reason for Proposal
In conjunction with the enforcement of the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on September
1, 2022, the Company proposes to make the following changes to its Articles of Incorporation for the introductionof the system for providing informational materials for the general meeting of shareholders in electronic format.
(1) As it will be obligated to prescribe the measures for the electronic provision of information constituting
the Reference Documents for the General Meeting of Shareholders in the Articles of Incorporation, theproposed amendment Article 15 (Measures, etc. for Providing Information in Electronic Format),paragraph 1 will be established.
(2) Of the matters subject to the taking of electronic provision measures in relation to information constituting
the Reference Documents for the General Meeting of Shareholders, as the range of the matters to be statedin the documents to be issued to shareholders who have requested issuance in paper-based documents canbe limited to the range prescribed by Ministry of Justice Order, the proposed amendment Article 15(Measures, etc. for Providing Information in Electronic Format), paragraph 2 will be established.
(3) Since the provisions of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation will no longer berequired upon the introduction of the electronic provision system for the Reference Documents for the
General Meeting of Shareholders, this Article will be deleted.
(4) Supplementary provisions regarding the effect of the aforementioned establishment and deletion ofprovisions will be established. Furthermore, these Supplementary provisions will be deleted upon thepassing of the specified date.
2. Content of Amendment
The content of the amendment is as follows:(Amended parts are indicated by underlining.)
Proposed Amendment

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, non-consolidated financial
statements and consolidated financial statements through theinternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(Established)(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 15
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany shall not be required to include all or some ofthose items designated by the Ministry of Justice Orderfrom statements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting rights.

-2-

Current Articles of Incorporation(Established)(Established)

Proposed Amendment(Supplementary Provisions)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1
1 The deletion of Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the Articles of Incorporation andthe establishment of Article 15 (Measures, etc. for
Providing Information in Electronic Format) of the Articles
of Incorporation shall enter into effect on September 1,
2022.
2 Notwithstanding the provisions of the preceding paragraph,
Article 15 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from September 1, 2022.
3 The provisions of this Article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-3-

Proposal No. 2:

Appropriation of Surplus

The Company recognizes return to shareholders as a top priority management issue. Our basic policy is to take futurebusiness expansion and other salient factors into consideration in determining dividends while maintaining stabledividends.
In order to respond to the support of our shareholders, and after comprehensively considering business performanceand the management environment, the Company proposes to pay year-end dividends for the fiscal year as follows:
1.
2.

3.

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount
30 yen per share of the Company’s common shares
Total dividends: 278,546,220 yen
Effective date of dividends of surplus
June 24, 2022

-4-

Proposal No. 3:

Election of Six Directors

The terms of office of all six Directors will expire at the conclusion of this meeting.
Regarding the director system, the Board of Directors is composed of human resources with the abundant experience,
deep knowledge, and high level of expertise required by the Company, and candidates for director are determined by
the Board of Directors upon passing through the review and reporting of the Nomination/Remuneration Committee,
which is objective and has independence from the management team.
Therefore, the Company proposes the election of six Directors, including two outside Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1998
May 1999
Sept. 1999
Apr. 2000
Apr. 2001
May 2004
May 2006
Oct. 2006

Kosuke Kiyokawa(October 16, 1977)
Reelection

May 2015

1
Apr. 2020
Apr. 2021
Apr. 2021

Oct. 2021

Joined Kenso Kogyo co.ltd.
Joined Nikko CSS Co., Ltd. (currently
TechnoPro Construction, Inc.)
Nagoya Sales Office Manager
Osaka Sales Office Manager
Shinjuku Sales Office Manager
President
President, Crystal Staff Co., Ltd.
Established Trusty Crew Co., Ltd. (currently
the Company)
Chief Executive Officer, the Company (topresent)
President, COPRO-ENGINEERD. Co., Ltd.
(new split company) (to present)
President, COPRO GLOBALS PTE. LTD.
(overseas local subsidiary) (to present)
Director, ATMOS Co., LTD. (to present)
COPRO VIETNAM CO., LTD. (overseas local
subsidiary)
President (to present)
President, VALUE ARK CONSULTING CO.,LTD. (to present)

Number of theCompany’s shares
owned

5,410,778 shares

Reasons for nomination as candidate for Director
Kosuke Kiyokawa has served as Chief Executive Officer since the Company’s founding in October 2006, and throughits listing, etc. he has driven an increase in awareness of the Company and growth in business performance. He
possesses extensive knowledge and experience as a manager, and is an appropriate person to contribute to thesustainable growth of the Company. For this reason, the Company proposes his reelection as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2001
Dec. 2001
May 2006
Nov. 2006

Kazumi Ogai
(September 1, 1980)
Reelection
2

Apr. 2008
July 2011
Aug. 2013
May 2015
Nov. 2016
June 2018

Joined Impress Corporation
Joined Nikko CSS Co., Ltd. (currently
TechnoPro Construction, Inc.)
Joined Say There Co., Ltd.
Nagoya branch manager
Joined Trusty Crew Co., Ltd. (currently theCompany)
Construction Division Manager
Nagoya branch manager
Osaka branch manager
Director
Director, COPRO-ENGINEERD. Co., Ltd.
(new split company)
Director and General Manager of Business
Headquarters, the Company
Executive Director and General Manager ofBusiness Headquarters
Managing Director (to present)
Director, ATMOS Co., LTD. (to present)

Number of theCompany’s shares
owned

21,265 shares

June 2021
July 2021
Reasons for nomination as candidate for Director
Kazumi Ogai is an appropriate person to contribute to the sustainable growth of the Company, including his trackrecord as manager of sales departments, his demonstration of strong leadership in all operations, and his promotion ofbusiness strategy as Director of consolidated subsidiary ATMOS Co., LTD. from July 2021. For this reason, theCompany proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 2001
July 2002
Apr. 2006
Nov. 2007
Jan. 2009
July 2011
Feb. 2014

June 2016

Oct. 2016
Mar. 2017
Nov. 2017
June 2018
Masahiko Saito(January 8, 1976)

Apr. 2019

Reelection
3

Apr. 2020

June 2020

Apr. 2021

Aug. 2021

Oct. 2021
Apr. 2022

Joined Crystal Co., Ltd.
Joined Carriere Inc.
Head of Administrative Division
Manager of Compliance Promotion Department
Joined PLM Co., Ltd. (currently BeNEXT
Partners Inc.)
Executive Officer and Manager of General
Affairs Department
Joined COPRO-ENGINEERD. Co., Ltd.
(currently the Company)
Manager of Risk Management OfficeDirector and General Manager of Risk
Management Office, COPRO-ENGINEERD.
Co., Ltd. (new split company)
Director and General Manager of Risk
Management Office, the Company
Director, COPRO-ENGINEERD. Co., Ltd. (topresent)
Director and General Manager of
Administration Headquarters, the Company
Managing Director, General Manager of
Administration Headquarters, and Manager ofGeneral Affairs Department
Managing Director, General Manager of
Administration Headquarters, and Manager of
Risk Management Department
Managing Director and General Manager ofManagement Strategy Headquarters
Director, COPRO GLOBALS PTE. LTD.
(overseas local subsidiary) (to present)
Managing Director, General Manager ofManagement Strategy Headquarters, and in
charge of Administrative Division, theCompany
Managing Director, General Manager ofBusiness Development Headquarters
Director, COPRO VIETNAM CO., LTD.
(overseas local subsidiary) (to present)
Director, ATMOS Co., LTD.
Managing Director, General Manager of theBusiness Development Headquarters, andGeneral Manager of Management Strategy
Headquarters
Director, VALUE ARK CONSULTING CO.,LTD. (to present)
Managing Director and General Manager ofManagement Strategy Headquarters (to present)

Number of theCompany’s shares
owned

31,185 shares

Reasons for nomination as candidate for Director
Masahiko Saito has mainly overseen risk management and administrative departments at the Company, in addition topromoting the strengthening of management foundations, such as in overseas business strategy and M&A, etc., as
Managing Director since June 2018, and is an appropriate person to contribute to the sustainable growth of theCompany. For this reason, the Company proposes his reelection as Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2006
Mar. 2008
Feb. 2011
May 2013
Jan. 2016

Yusuke Koshikawa(October 15, 1985)
Reelection
4

June 2016
Nov. 2016
Mar. 2017

Apr. 2020
Apr. 2021

5

Joined Style Factory KABES Co., Ltd.
Joined Trusty Crew Co., Ltd. (currently theCompany)
Nagoya branch manager
Tokyo metropolitan area manager
General Manager of Recruitment Strategy
Headquarters, COPRO-ENGINEERD. Co.,
Ltd. (new split company)
Executive Officer and Manager of Recruitment
Strategy Headquarters, the Company
Executive Officer and General Manager of
Recruitment Strategy Headquarters
Director and General Manager of Recruitment
Strategy Headquarters
Director, COPRO-ENGINEERD. Co., Ltd.
Director and General Manager of Human
Resources Strategy Headquarters, the Company
Director, the Company (to present)
Director and General Manager of Sales
Headquarters, COPRO-ENGINEERD. Co.,
Ltd. (to present)

Number of theCompany’s shares
owned

27,396 shares

Reasons for nomination as candidate for Director
Yusuke Koshikawa has overseen sales departments since April 2021, in addition to promoting recruitment strategies as
Director since March 2017 after having been appointed person in charge of sales departments, and is an appropriate
person to contribute to the sustainable growth of the Company. For this reason, the Company proposes his reelection as
Director.
Apr. 1984
Joined Automobile Nippon Newspaper Co.,Ltd.
Apr. 1987
Joined Logistics Industry Newspaper Co., Ltd.
Apr. 1989
Joined CORE Co., Ltd.
July 1994
Registered as a labor and social security
attorney
Norio Hayama
Established HAYAMA Social Insurance Labor(July 8, 1959)
and Social Security Attorney Office (currently– shares
Labor and Social Insurance Corporation
Reelection
HAYAMA Office)OutsideHead of office (to present)
Independent
Apr. 2007
Specified Social Insurance Labor Consultant
Nov. 2014
Outside Auditor, TOUMEI CO., LTD. (topresent)
Aug. 2016
Outside Auditor, SharingTechnology Inc.
June 2018
Outside Director, the Company (to present)
Reasons for nomination as candidate for outside Director and summary of expected roles
Norio Hayama is qualified as a Specified Social Insurance Labor Consultant, and in order for him to provide advice on
the Company’s management from an expert perspective, mainly based on his expertise and extensive achievements inlabor relations, the Company proposes his reelection as outside Director. In addition, should he be appointed, it isexpected that he will be involved in the selection of candidate officers of the Company and the determination of officer
remuneration, etc., from an independent perspective as a member of the Nomination/Remuneration Committee. Norio
Hayama has never been involved in the management of a company except as an outside officer. However, the Company
judges he will appropriately fulfill his duties as an outside Director based on the above reasons.

-8-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980

6

Notes:

Number of theCompany’s shares
ownedJoined Toyota Motor Sales CO., LTD.
(currently Toyota Motor Corporation)
Sept. 2001
Project Manager, Organization for Small &Medium Enterprises and Regional Innovation,
JAPAN
Sept. 2003
President, T-Hands On Investment. Inc (toMasashi Fujimaki
present)(April 3, 1955)
Dec. 2005
Outside Director, Nextage Co., Ltd.
May 2006
Outside Director, inb Planning Co., ltd.
58,000 shares
Reelection
Jan. 2007
Outside Auditor, oh Niwa ya Co., Ltd.
OutsideOutside Auditor, D-e Tech Corporation
IndependentAug. 2007
Outside Auditor, M2soft Japan Co., Ltd.
Nov. 2007
Outside Director, Binos Corporation
Jan. 2009
Outside Director, Pitmedia Marketings, Inc.
June 2013
Outside Director, Mortgage Service Japan
Limited.
June 2020
Outside Director, the Company (to present)
Reasons for nomination as candidate for outside Director and summary of expected roles
Masashi Fujimaki has extensive achievements and insight as a company manager, and in order for him to provide
advice on matters such as management decisions within the Company and the supervision of the execution of businessbased on his experience, the Company proposes his election as outside Director. In addition, should he be appointed, it
is expected that he will be involved in the selection of candidate officers of the Company and the determination of
officer remuneration, etc., from an independent perspective as a member of the Nomination/Remuneration Committee.
1. There is no special interest between any of the candidates and the Company.
2. The number of shares owned by each candidate is the number of shares as of the end of the current fiscal year (March 31,2022).
3. The number of shares owned by Kosuke Kiyokawa includes the number of shares owned by RITAMEKO. Co., Ltd., his
asset management company.
4. Kosuke Kiyokawa is a parent company, etc. as defined in Article 2, item (iv)-2 of the Companies Act.
5. Norio Hayama and Masashi Fujimaki are candidates for outside Directors.
6. Norio Hayama and Masashi Fujimaki are currently outside Directors of the Company, and at the conclusion of this meeting,their tenure as outside Director will have been four years and two years, respectively.
7. The Company has reported Norio Hayama and Masashi Fujimaki as independent officers to the Tokyo Stock Exchange
and the Nagoya Stock Exchange, as specified by both exchanges, and if they are reelected as Directors, the Company
intends to continue to report them as independent officers.
8. The Company has concluded an agreement with Norio Hayama and Masashi Fujimaki to limit their liability for damages
specified in Article 423, paragraph (1) of the Companies Act, as stipulated in Article 427, paragraph (1) of the Companies
Act. The limit on liability for damages under the agreement is the minimum amount of liability specified in Article 425,
paragraph (1) of the Companies Act. If they are reelected as Directors, the Company intends to continue this agreement.
9. The Company has concluded a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The legal compensation for damages and litigation expenses ofcovered parties, including the Directors of the Company, will be covered by this insurance policy. If the candidates areelected as Directors, they will be included in the persons covered by the insurance contract. The Company intends torenew this insurance policy with the same content at the time of the next renewal.

-9-Proposal No. 4:

Election of Three Auditors

The terms of office of all three Auditors will expire at the conclusion of this meeting.
Each of the candidate Auditors have been determined by the Board of Directors upon passing through the deliberationand opinion of the Nomination/Remuneration Committee, which is objective and has independence from the
management team.
Therefore, the Company proposes the election of three Auditors, including two outside Auditors.
In addition, the consent of the Board of Auditors has been obtained for the submission of this proposal.
The candidates for Auditor are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Mar. 1973
Oct. 1996
Oct. 2001
Jan. 2005

Yoshiaki Hoshino(January 15, 1951)
1

Reelection

Apr. 2008
May 2011
Mar. 2017

Apr. 2021
Nov. 2021

2

Joined Chuyaku Co., Ltd. (currently Alfresa
Corporation)
Toyohashi Branch Manager
Director and General Manager of Shizuoka
Sales Dept.
Director and General Manager of Purchasing
Profit Management Department
Director and General Manager of Credit
Management Dept.
Full-Time Auditor (to present)
Full-Time Auditor, COPRO-HOLDINGS. Co.,
Ltd. (to present)
Full-Time Auditor, COPRO-ENGINEERD.
Co., Ltd. (to present)
Full-Time Auditor, ATMOS Co., LTD. (topresent)
Full-Time Auditor, VALUE ARKCONSULTING CO., LTD. (to present)

Number of theCompany’s shares
owned

2,000 shares

Reasons for nomination as candidate for Auditor
Yoshiaki Hoshino has extensive insights and achievements as an Auditor, has given appropriate opinions based on his
experience and insights since his appointment as Auditor in March 2017, and is a person who is able to appropriately
perform duties as an Auditor of the Company. For this reason, the Company proposes his reelection as Auditor.
Oct. 2001
Registered as a lawyer
Joined Ishihara Law Office
Manabu Haruma
Oct. 2006
Established Haruma Noguchi law office(November 4, 1973)(currently “and LEGAL LPC”) (to present)
11,900 shares
Reelection
Apr. 2010
Outside Auditor, Nextage Co., Ltd. (to present)
OutsideJune 2013
Outside Auditor, Poval Kogyo CO., LTD (toIndependent
present)
Feb. 2017
Outside Auditor, the Company (to present)
Reasons for nomination as candidate for outside Auditor
Manabu Haruma is a qualified attorney, and has engaged in audits as the fair management supervisory function, basedon his specialist insight, etc., in the Companies Act, etc. For this reason, the Company proposes his reelection as outside
Auditor. In addition, should he be appointed, it is expected that he will be involved in the selection of candidate officersof the Company and the determination of officer remuneration, etc., from an independent perspective as a member of
the Nomination/Remuneration Committee. Manabu Haruma has never been involved in the management of a company
except as an outside officer. However, the Company judges he will appropriately fulfill his duties as an outside Auditor
based on the above reasons.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Oct. 2000

3

Notes:

1.
2.
3.
4.
5.
6.

7.

8.

Number of theCompany’s shares
ownedJoined ChuoAoyama Audit Corporation,
Nagoya Office
Atsushi Okura
Apr. 2004
Registered as a Certified Public Accountant(August 6, 1974)
July 2016
Opened Okura Certified Public Accountant
Office (to present)– shares
Reelection
Oct. 2016
Registered as a tax accountant
OutsideDec. 2016
Outside Auditor, Meinan M&A Co., Ltd. (toIndependent
present)
Mar. 2017
Outside Auditor, the Company (to present)
Reasons for nomination as candidate for outside Auditor
Atsushi Okura is a qualified certified accountant and tax accountant, and has engaged in audits as the fair management
supervisory function, based on his specialist perspective, etc., in corporate finance, etc. For this reason, the Company
proposes his reelection as Auditor. In addition, should he be appointed, it is expected that he will be involved in theselection of candidate officers of the Company and the determination of officer remuneration, etc., from an independent
perspective as a member of the Nomination/Remuneration Committee. Atsushi Okura has never been involved in the
management of a company except as an outside officer. However, the Company judges he will appropriately fulfill his
duties as an outside Auditor based on the above reasons.
There is no special interest between any of the candidates and the Company.
The number of shares owned by each candidate is the number of shares as of the end of the current fiscal year (March 31,2022).
The number of shares owned by Manabu Haruma includes the number of shares owned by HN Consulting Co., Ltd., forwhich he serves as representative.
Manabu Haruma and Atsushi Okura are candidates for outside Auditor.
Manabu Haruma and Atsushi Okura are currently outside Auditors of the Company, and at the conclusion of this meeting,their tenure as outside Auditors of the Company will have been five years.
The Company has reported Manabu Haruma and Atsushi Okura as independent officers to the Tokyo Stock Exchange andthe Nagoya Stock Exchange, as specified by both exchanges, and if they are reelected as Auditors, the Company intends
to continue to report them as independent officers.
The Company has concluded an agreement with each candidate to limit their liability for damages specified in Article 423,
paragraph (1) of the Companies Act, as stipulated in Article 427, paragraph (1) of the Companies Act. The limit on liability
for damages under the agreement is the minimum amount of liability specified in Article 425, paragraph (1) of theCompanies Act. If each candidate is reelected as Auditor, the Company intends to continue this agreement.
The Company has concluded a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The legal compensation for damages and litigation expenses ofcovered parties, including the Auditors of the Company, will be covered by this insurance policy. If the candidates areelected as Auditors, they will be included in the persons covered by the insurance policy. The Company intends to renew
this insurance policy with the same content at the time of the next renewal.

- 11 -

(Reference)
Expertise and Experience of Candidates for Director and Candidates for Auditor (Skills Matrix)
The skills (insight and experience) available to the Board of Directors and the Board of Auditors if Proposal No. 3
and Proposal No. 4 are approved and adopted shall be as shown below.
Key Insight and Experience in Group Management
Recruitment

Position

Name

Affiliation

Corporate
Management

Sales

and Human
Resources

Compliance,

M&A,
PMI

Development

Chief
Executive
OfficerManaging
Director
Managing
Director●

Kosuke Kiyokawa
Kazumi Ogai

●

●

●

●

Director

Yusuke Koshikawa

Director

Norio Hayama

Director

Masashi Fujimaki

Full-Time
AuditorYoshiaki Hoshino

AuditorManabu Haruma

AuditorAtsushi Okura●
OutsideIndependent
OutsideIndependent●●
OutsideIndependent
OutsideIndependent

●

●

●
●

●

●

●
●

- 12 -●●●

Global●●●Sustainability
(ESG)

●

●
●

Management,
Finance●

Masahiko Saito

Risk●