独立役員届出書_e.xlsx

Independent Officers Notification
1. Basic Information

Securities
Code

COPRO-HOLDINGS. Co., Ltd.

Company Name
Submission
Date(Scheduled)
Date of Change

2020/6/97059

2020/6/24

Reason for Submitting
A resolution for appointment of outside directors was proposed at the Annual General
the Independent
Meeting of Shareholders.
Officers Notification
All officers who fulfill the qualifications for independent officer are

2. Matters Concerning Independent Officers and the Independence of Outside Officers
No.

Name

Outside Director/
Outside Auditor

OutsideOfficer

1

Norio Hayama

Outside Director○Officer Attributes *2 *3abcdefghijkl

N/A

Nature ofChange○2Masashi Fujimaki

Outside Director○○

3Manabu Haruma

Outside Auditor○○4Atsushi Okura

Outside Auditor○△

Consent oftheIndividual
Obtained
Yes

Newlyappointed

Yes
Yes
Yes

5

3. Explanation of Reason for Designation/Appointment as an Independent Officer
Explanation of Applicable Circumstances*4No.
N/A

Norio Hayama is a certified Labor and Social Security Attorney and possesses expertiseand an extensive record in labor relations. We expect Mr. Hayama to provide valuableadvice on management of the Company and have appointed him as an outside director.
He also fulfills the requirements for independence specified by Tokyo Stock Exchange,
Inc. We have determined that he does not pose the risk of conflicts of interests withgeneral shareholders and have designated him as an independent officer.

N/A

Masashi Fujimaki possesses extensive experience and insight as a manager. We expect
him to provide advice on supervision of the performance of duties and other mattersbased on his experience and have appointed him as an outside director. He also fulfills therequirements for independence specified by Tokyo Stock Exchange, Inc. We havedetermined that he does not pose the risk of conflicts of interests with generalshareholders and have designated him as an independent officer.

N/AManabu Haruma is a licensed attorney and possesses expertise in corporate law. We
have judged him capable of fulfilling impartial management supervisory functions byperforming audits based on his expertise and have appointed him as an outside auditor.
He also fulfills the requirements for independence specified by Tokyo Stock Exchange,
Inc. We have determined that he does not pose the risk of conflicts of interests withgeneral shareholders and have designated him as an independent officer.

Atsushi Okura worked at KPMG AZSA LLC. COPRO-HOLDINGS. Co., Ltd.
retains KPMG AZSA LLC as its accounting auditor; however, the audit
agreement was concluded in September 2016 and Atsushi Okura was not
involved in the corporate audit of COPRO-HOLDINGS. Co., Ltd. while heworked at KPMG AZSA LLC. Mr. Okura does not have any other personal,capital, or material transactional relationships with COPRO-HOLDINGS. Co.,Ltd

Atsushi Okura is a Certified Public Accountant (CPA) and licensed tax accountant, andpossesses expertise in corporate finance and other areas. We have judged him capableof fulfilling impartial management supervisory functions by performing audits based on his
expertise and have appointed him as an outside auditor. He also fulfills the requirements
for independence specified by Tokyo Stock Exchange, Inc. We have determined that hedoes not pose the risk of conflicts of interests with general shareholders and havedesignated him as an independent officer

1234

Reason for Appointment*54. Supplemental Explanation*1*2*3*4*5

Check the boxes for all outside officers who fulfill the requirements for an independent officer and have been reported as an independent officer.
Officer attribute checklist items:a．Executive of the Company or its subsidiaries
b．Non-executive director or accounting advisor of the Company or its subsidiaries (for an outside auditor)
c．Non-executive director or executive of a parent company of the Company
d．Audit & Supervisory Board member of a parent company of the Company (for an outside auditor)
e．Executive of a fellow subsidiary company of the Companyf．A party whose major client or supplier is the Company or an executive thereof
g．Major client or supplier of the Company or an executive thereofh．Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation asan officer
i． Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
j． Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h) (the officer himself/herself only)
k．Executive of a company, between which and the Company outside directors/auditors are mutually appointed (the officer himself/herself only)
l． Executive of a company or organization that receives a donation from the Company (the officer himself/herself only)
Please be aware that the descriptions in a through l, above, are partial extracts from the wording specified in stock exchange rules.
For each item, please indicate with "○" when the officer presently falls or has recently fallen under the category, and "△" when the officer fell under the category in the past.
"●" when a close relative of the officer presently falls or has recently fallen under the category, and "▲" when a close relative of the officer fell under the category in the past
Please provide a summary when any of items a through l apply to the officer.
Please note the reason for designating the person as an independent officer.

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