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

Securities Code: 8929
March 14, 2022
To our shareholders:
Masazumi Hasumi
President
Aoyama Zaisan Networks Company, Limited
8-4-14 Akasaka, Minato-ku, Tokyo

Notice of the 31st Annual General Meeting of Shareholders
You are cordially invited to attend the 31st Annual General Meeting of Shareholders of Aoyama Zaisan Networks
Company, Limited (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by sending the enclosed voting
form by postal mail or via the Internet, etc. Please review the attached Reference Documents for General Meeting of
Shareholders, and exercise your voting rights by 5:30 p.m. on Tuesday, March 29, 2022 (JST).
1. Date and Time: Wednesday, March 30, 2022, at 10:00 a.m. (JST) (venue opens at 9:20 a.m.)
2. Venue:
Meiji Kinenkan 2F, “Hourai”
2-2-23 Moto-akasaka, Minato-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 31st fiscal year (from January 1,
2021 to December 31, 2021), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 31st fiscal year (from January 1, 2021 to December 31,
2021)
Matters to be resolved:
Proposal No. 1
Partial Amendment to Articles of Incorporation
Proposal No. 2
Election of Ten Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member
Proposal No. 4
Decision on Remuneration for Directors (Excluding Outside Directors) for Allocation of
Restricted Stock
4. Exercising Your Voting Rights
Please see “Exercising Your Voting Rights” on page 3.
<Notice Regarding Novel Coronavirus Infection>
Based on the recent situation regarding the spread of novel coronavirus disease (COVID-19) and in order to protect the health and safetyof all of our shareholders, we request that you refrain from attending on the day of the General Meeting of Shareholders regardless ofhealth condition, and exercise your voting rights in advance in writing (postal mail) or via the Internet, etc. if at all possible. We plan torelease the proceedings of the meeting on the Company’s website at a later date, so please look there for the Company’s business
reporting and other information.

-1-

- Please submit the enclosed voting form at the reception on your arrival. Also, please bring this Notice of the General Meeting of
Shareholders as the reference material.
- In the case where any amendments are made to the Reference Documents for General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements or Consolidated Financial Statements, the Company will publish the amended information
on its website.
- Among those we are obliged to provide with this Notice of the General Meeting of Shareholders, the following documents are notincluded in the attached documents to this Notice of the General Meeting of Shareholders because they are published on the
Company’s website in accordance with laws and regulations, and Article 14 of the Company’s Articles of Incorporation. Therefore,
the attached documents to this Notice of the General Meeting of Shareholders are part of those audited by the Audit & Supervisory
Board Members and the Financial Auditor in order to create the audit report.
1. Notes to Consolidated Financial Statements, 2. Notes to Non-consolidated Financial Statements
Company’s website (https://www.azn.co.jp/)-2-

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

Wednesday, March 30, 2022, at 10:00 a.m. (JST)Exercising your voting rights by postal mailPlease indicate your approval or disapproval of the proposals in the enclosed voting form and return the form to theCompany by postal mail.
Deadline for exercising voting rights:

Tuesday, March 29, 2022, at 5:30 p.m. (JST)Exercising your voting rights via the Internet, etc.
Please enter your approval or disapproval of the proposals following instruction described on the next page (available
in Japanese only).
Deadline for exercising voting rights:

Tuesday, March 29, 2022, at 5:30 p.m. (JST)-3-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Partial Amendment to Articles of Incorporation

1. Reasons for the Proposal
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in response to the introductionof the system for providing informational materials for the General Meeting of Shareholders in electronic format.
(1) Article 14 (Measures for Providing Information in Electronic Format, Etc.) paragraph (1) in “Proposed
Amendments” is being added as it is being made mandatory to set forth in the Articles of Incorporationthat measures will be taken to provide reference documents for the General Meeting of Shareholders inelectronic format.
(2) Article 14 (Measures for Providing Information in Electronic Format, Etc.) paragraph (2) in “Proposed
Amendments” is being added in order to be able to limit the scope of matters provided in paper-based formto shareholders requesting delivery of paper-based documents to the scope prescribed by the Ministry ofJustice Order for those matters to be electronically provided among the information contained in thereference documents for the General Meeting of Shareholders.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer
be required once the system for providing informational materials for the General Meeting of Shareholders
in electronic format is introduced, they will be deleted.
(4) Supplementary provisions will be established in relation to the effect of the aforementioned additions anddeletion. These supplementary provisions will be deleted after the effective date has passed.
2. Details of Amendments
The details of the amendments are as follows:
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Amendments are underlined.)
Proposed Amendments(Delete)(Measures for Providing Information in Electronic Format, Etc.)
Article 14
1 When the Company convenes a General Meeting of
Shareholders, 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 may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-4-

(Newly established)(Supplementary Provisions)(Transitional Measures Regarding Provision of Informational
Materials for General Meeting of Shareholders in Electronic
Format)Article 1
1 The deletion of Article 14 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) and addition of Article 14 (Measuresfor Providing Information in Electronic Format, Etc.) shalltake effect on September 1, 2022.
2 Notwithstanding the provision of the preceding paragraph,
Article 14 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) shall remain in effect for General
Meetings of Shareholders held within six months of
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.

-5-

Proposal No. 2

Election of Ten Directors

The terms of office of all ten Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes the election of ten Directors (two of whom are outside Directors).
The candidates for Director are as follows:
Candidate
No.
1

Name
Masazumi Hasumi

Current Position
President

Attribution
Reelection

2

Masayuki Yagi

DirectorReelection

3

Takeshi Matsuura

DirectorReelection

4

Takaomi Ogawa

DirectorReelection

5

Shintaro Hashiba

DirectorReelection

6

Shinji Shimane

DirectorReelection

7

Hideo Matsuda

DirectorReelection

8

Michihiro Nagasaka

DirectorReelection

9

Haruo Shimada

DirectorReelection
OutsideIndependent

10

Keiji Watanabe

Reelection
OutsideDirector

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

-6-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Aug. 1983
Nov. 1991

1

Masazumi Hasumi(December 7, 1956)
Reelection

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

Number of theCompany’s shares
owned

-7-

2,493,381 shares

Candidate
No.

2

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Representative Director of Aoyama Family Office Service Co.,Ltd.
Reasons for nomination as candidate for Director
Serving as President of the Company, Mr. Hasumi has extensive experience as a corporate manager and a high level ofknowledge about the Company’s business activities. Since he has implemented his duties of determining theCompany’s important issues and supervising Directors and Executive Officers in performing their duties in an
appropriate, fair and efficient manner, he is expected to continue his contribution to strengthening the governancesystem. Accordingly, the Company judged that he is proper for the status as its Director and appointed him as a
candidate for Director.
Apr. 1990
Joined Murakami Corporation
Sept. 1991
Joined the Company
Jan. 2005
Executive Officer, Manager of Individual Asset
Consulting Department
Mar. 2006
Director, Executive Officer, Manager of First
Business Department
Jan. 2011
Executive Officer, Manager of Individual Asset
Consulting Department
Jan. 2013
Executive Officer, General Manager ofBusiness Division
Mar. 2013
Director, Executive Officer, General Manager
of Business Division
Oct. 2013
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2014
Director, Managing Executive Officer, General
Manager of Business Division of the Company
Dec. 2014
Director of Aoyama Wealth Management Pte.
Ltd. (current position)
June 2017
Director of Nihon Shisan Soken Co., Ltd.
Masayuki Yagi
(formerly Nihon Shisan Soken Consultant Inc.)(April 24, 1967)
133,424 shares(current position)
Reelection
Dec. 2017
Director of Aoyama Investment Partners No.1
Co., Ltd. (current position)
July 2020
Director, Managing Executive Officer, General
Manager of the Business Division, General
Manager of Business Succession Consulting
First Division of the Company
Jan. 2021
Director, Managing Executive Officer, General
Manager of the Business Division, General
Manager of Real-estate Second Division
June 2021
Director of Business Succession Navigator
Corporation (current position)
Jan. 2022
Director, Managing Executive Officer, andGeneral Manager of Administration Division of
the Company (current position)(Significant concurrent positions outside the Company)
Director of Nihon Shisan Soken Co., Ltd.
Director of Aoyama Wealth Management Pte. Ltd.
Director of Aoyama Investment Partners No.1 Co., Ltd.
Director of Business Succession Navigator Corporation
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Business Division of the Company, Mr. Yagi
directs and supervises the overall sales division and performs his duties relating to the Company’s business activities
appropriately. Furthermore, from this fiscal year, he will promote the reinforcement of management functions, such as
personnel, general affairs, accounting, legal affairs, and PM management, as General Manager of the Administration
Division. As he is expected to continue his contribution to the long-term improvement of the enterprise value andstrengthening the governance system, the Company judged that he is proper for the status as its Director and appointed
him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

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

3

Number of theCompany’s shares
ownedJoined Daiwa House Industry Co., Ltd.
Joined Nissho Iwai Real Estate Corp. (current:
Sojitz Corporation)
Oct. 2000
Joined the Company
Jan. 2005
Executive Officer, Manager of Real-estate
Department of the Company
Jan. 2006
President of Funai Estate Co., Ltd. (current:
Aoyama Estate Co., Ltd.)Mar. 2007
Director, Executive Officer, Manager of Sixth
Business Department of the Company
Oct. 2010
Representative Director of KRF Corporation(current: Aoyama Estate Co., Ltd.) (current
position)Jan. 2011
Executive Officer, Manager of Real-estate
Department of the Company
Mar. 2014
Director, Executive Officer, General Manager
of Real-estate Division
Mar. 2016
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2016
Director, Managing Executive Officer, General
Manager of Real-estate Division of theCompany
June 2017
Director of Shinsei Aoyama Partners Co., Ltd.
Takeshi Matsuura(current position)
82,932 shares(May 6, 1965)
Reelection
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
June 2017
Director of PT. Aoyama Zaisan Networks
Indonesia (current position)
July 2017
Director of Aoyama Zaisan Networks USA,
Inc. (current position)
July 2017
Director of Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.) (current position)
Jan. 2021
Director, Managing Executive Officer, General
Manager of Real-estate First Division of theCompany
Jan. 2022
Director, Managing Executive Officer, andGeneral Manager of Real-estate Division(current position)(Significant concurrent positions outside the Company)
Representative Director of Aoyama Estate Co., Ltd.
Director of Nihon Shisan Soken Co., Ltd.
Director of Shinsei Aoyama Partners Co., Ltd.
Director of PT. Aoyama Zaisan Networks Indonesia
Director of Aoyama Zaisan Networks USA, Inc.
Director of Aoyama Zaisan Investments Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Real-estate First Division of the Company,
Mr. Matsuura performs his duties appropriately, using his extensive experience and a high level of knowledge tosupervise the Company’s Real-estate Division. He is also in charge of the provision of profitable real estate in Japanand abroad and the regional revitalization business, which leads to contribution to regional economies. As he isexpected to continue his contribution to the long-term improvement of the enterprise value and strengthening thegovernance system, the Company judged that he is proper for the status as its Director and appointed him as a candidate
for Director.

-9-Candidate
No.

Name
(Date of birth)

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

4

Number of theCompany’s shares
ownedJoined Chiba Nichirei Service Co., Ltd.
Joined Takano Yasuo Zeirishi Jimusho (current:
Zeimu Sogo Tax Corporation)
Oct. 1995
Joined Fudosan Kaikei Sogo Center (current:
Nihon Shisan Soken Co., Ltd.)
Aug. 2003
Director of Funai Zaisan Consultants Keiyo
Co., Ltd. (current: Nihon Shisan Soken Co.,
Ltd.)
Jan. 2009
Director of Nihon Shisan Soken Consultant Inc.
(current: Nihon Shisan Soken Co., Ltd.)
Dec. 2009
President of Funai Zaisan Consultants Keiyo
Co., Ltd. (current: Nihon Shisan Soken Co.,
Ltd.)
Oct. 2013
Executive Officer, General Manager of NSS
Takaomi Ogawa
Division of the Company
139,676 shares(June 12, 1972)
Reelection
Mar. 2016
Director, Executive Officer, General Manager
of NSS Division
June 2017
President of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Apr. 2020
Representative Director of Nitto Fudosan Co.,
Ltd. (current position)
Jan. 2022
Director, Managing Executive Officer in chargeof Consulting Business and General Manager
of NSS Division of the Company (current
position)(Significant concurrent positions outside the Company)
President of Nihon Shisan Soken Co., Ltd.
Representative Director of Nitto Fudosan Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Ogawa serves not only as Director, Executive Officer and General Manager of NSS Division of the Company, butalso as President of Nihon Shisan Soken Co., Ltd., a subsidiary, contributing to the expansion of business performanceof the Group in the Keiyo area, using his extensive experience, and therefore performs his duties appropriately.
Furthermore, from this fiscal year, he will promote the expansion of the Company’s consulting business as the person in
charge of the Consulting Business. As he is expected to continue his contribution to expanding the Company’s
performance and strengthening the governance system, the Company judged that he is proper for the status as its
Director and appointed him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

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

5

Shintaro Hashiba(March 22, 1964)
Reelection

Joined The Kyowa Bank, Ltd. (current: Resona
Bank, Limited)
Oct. 2003
General Manager of Shin-Yurigaoka BranchOct. 2004
General Manager of Tokyo Central Marketing
Division 1
July 2008
General Manager of Shin-Toshin Marketing
Division 3
Aug. 2013
Director, Deputy Division Manager ofMarketing Division, General Manager ofBusiness Development Department of J-COM
Co., Ltd. (current: LIKE, Inc.)
May 2014
Director of J-COM Holdings Co., Ltd. (current:
LIKE, Inc.)
May 2014
President and Representative Director of
Sunrise Villa Co., Ltd. (current: LIKE Care,Inc.)
Nov. 2015
Joined the Company
General Manager of Management Planning
OfficeJan. 2017
Executive Officer, Manager of Management
Planning Department
Aug. 2017
Executive Officer, General Manager of
Administration Division
Aug. 2017
Director of Aoyama Estate Co., Ltd. (current
position)Aug. 2017
Commissioner of PT. Aoyama Zaisan Networks
Indonesia (current position)
Aug. 2017
Auditor of Aoyama Investment Partners No.1
Co., Ltd. (current position)
Oct. 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Mar. 2020
Director, Executive Officer, General Manager
of Administration Division of the Company
Apr. 2020
Director of Nitto Fudosan Co., Ltd. (current
position)
July 2020
Director, Executive Officer, General Manager
of Administration Planning Division of theCompany
Jan. 2021
Director of Aoyama Family Office Service Co.,
Ltd. (current position)
Jan. 2022
Director, Managing Executive Officer, andGeneral Manager of Planning and Development
Division of the Company (current position)(Significant concurrent positions outside the Company)
Director of Nihon Shisan Soken Co., Ltd.
Director of Aoyama Estate Co., Ltd.
Auditor of Aoyama Investment Partners No.1 Co., Ltd.
Commissioner of PT. Aoyama Zaisan Networks Indonesia
Director of Nitto Fudosan Co., Ltd.
Director of Aoyama Family Office Service Co., Ltd.

Number of theCompany’s shares
owned- 11 -

18,653 shares

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Reasons for nomination as candidate for Director
Mr. Hashiba is serving as Director, Executive Officer, General Manager of Administration Planning Division of theCompany, and using his extensive experience and knowledge, he has been reinforcing management functions.
Furthermore, from this fiscal year, he will promote planning and development of the Company, such as accounting, IR& PR, business development and management planning, as General Manager of the Planning and Development
Division. Since his wide-ranging experience and knowledge continue to be necessary for organizing the management
platform and developing new business strategies to achieve the Company’s continuous growth, the Company judgedthat he is proper for the status as its Director and appointed him as a candidate for Director.

- 12 -

Candidate
No.

Name
(Date of birth)

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

6

Number of theCompany’s shares
ownedJoined Ota Showa Audit Corporation (current:
Ernst & Young ShinNihon LLC)
Oct. 2000
Joined Avaya Japan Ltd.
Sept. 2001
Joined Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.)
Aug. 2006
Director of Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.) (current position)
Jan. 2011
Temporarily transferred to the Company
Jan. 2014
Executive Officer, General Manager ofBusiness Succession Consulting Division
Jan. 2015
Transferred to the Company
Jan. 2016
Representative Director of Shinsei Aoyama
Partners Co., Ltd. (current position)
Mar. 2016
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2016
Director, Executive Officer, General Manager
of Business Succession Consulting Division of
the Company
Aug. 2016
Director of Business Succession Navigator
Corporation (current position)
Shinji Shimane
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(October 27, 1971)
91,705 shares(formerly Nihon Shisan Soken Consultant Inc.)
Reelection(current position)
Dec. 2017
Director of Aoyama Investment Partners No.1
Co., Ltd. (current position)
Dec. 2019
Director of Aoyama Zaisan Networks Kyushu,
Co., Ltd.
July 2020
Director, Executive Officer, General Manager
of Business Succession Consulting Second
Division of the Company
Jan. 2021
Director, Executive Officer, and General
Manager of Consulting Fourth Division
Jan. 2022
Director, Executive Officer, and General
Manager of Business Succession Fund
Department (current position)(Significant concurrent positions outside the Company)
Director of Aoyama Zaisan Investments Co., Ltd.
Director of Nihon Shisan Soken Co., Ltd.
Representative Director of Shinsei Aoyama Partners Co., Ltd.
Director of Business Succession Navigator Corporation
Director of Aoyama Investment Partners No.1 Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Executive Officer, and General Manager of Consulting Fourth Division, Mr. Shimane performs his
duties appropriately as he supervises the Company’s Business Succession Consulting Division using his extensive
experience and a high level of knowledge and makes efforts to provide a service to support corporate owners indecision-making as a joint project with a business partner, Nihon M&A Center Inc. As he is expected to continue his
contribution to expanding the Company’s performance and strengthening the governance system, the Company judgedthat he is proper for the status as its Director and appointed him as a candidate for Director.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1984

7

Number of theCompany’s shares
ownedJoined Sato Sumio Zeirishi Jimusho (current:
Meinan Keiei Tax Corporation)
Jan. 2006
Managing Director of Meinan Keiei Co., Ltd.
(current: Meinan Keiei Consulting Co., Ltd.)
Feb. 2013
Director of Meinan Holdings (current: Meinan
Keiei Holdings)
June 2013
President and Chief Executive Officer ofMeinan (Ningbo) Investment Co., Ltd.
Dec. 2014
Representative Director of Meinan Zaisan
Consultants Co., Ltd.
Dec. 2014
Director of Meinan Zaisan Consulting Co., Ltd.
Jan. 2018
Joined the Company
Executive Officer, General Manager of General
Information Network Division
Mar.
2018
Director, Executive Officer, General Manager
Hideo Matsuda
ofGeneral Information Network Division
2,366 shares(November 2, 1961)
Reelection
June 2018
Director of Business Succession Navigator
Corporation (current position)
Dec. 2019
President of Aoyama Zaisan Networks Kyushu,
Co., Ltd.
Oct. 2020
Director of Aoyama Financial Service Co., Ltd.
(current position)
Jan. 2021
Director of Aoyama Zaisan Networks Kyushu,
Co., Ltd. (current position)
Jan. 2022
Director, Executive Officer, General Manager
of General Information Network Department of
the Company (current position)(Significant concurrent positions outside the Company)
Director of Business Succession Navigator Corporation
Director of Aoyama Zaisan Networks Kyushu, Co., Ltd.
Director of Aoyama Financial Service Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Executive Officer and General Manager of General Information Network Division, Mr. Matsuda
performs his duties appropriately as he makes efforts to expand a national network of tax accountants’ corporations andaccounting firms and supervises the development and sale of operating lease products. As he is expected to continue his
contribution to expanding the Company’s performance and strengthening the governance system, the Company judgedthat he is proper for the status as its Director and appointed him as a candidate for Director.

- 14 -

Candidate
No.

Name
(Date of birth)

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

8

Number of theCompany’s shares
ownedJoined Wakabayashi Law Office
Joined Nihon M&A Center Inc.
Manager of Business Promotion Department of
Nihon M&A Center Inc.
Mar. 2014
Outside Director of the Company (current
position)
Michihiro Nagasaka
Apr. 2015
Manager of Sales Support Department, General(April 21, 1962)
9,715 shares
Planning Division of Nihon M&A Center Inc.
Reelection
Aug. 2016
Vice President of Business Succession
Navigator Corporation
July 2021
Director of Business Succession Navigator
Corporation (current position)(Significant concurrent positions outside the Company)
Director of Business Succession Navigator Corporation
Reasons for nomination as candidate for Director
Having served as Business Succession Executive Advisor in the Sales Planning Department, General Planning Divisionof Nihon M&A Center Inc., Mr. Nagasaka has played a part in the development of the Company, such as by providing
useful advice concerning business knowhow and marketing promotion for business succession consulting as an outside
Director of the Company for many years.
As he will further increase the level of participation into the Company’s business succession consulting extensively, andcontinue to reinforce the relationship with Nihon M&A Center Inc. even more by assuming office as full-time Directorof the Company from this fiscal year, the Company appointed him as a candidate for Director.

- 15 -

Candidate
No.

Name
(Date of birth)

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

9

Number of theCompany’s shares
owned

Associate professor of Faculty of Economics,
Keio University
May 1978
Visiting Senior Researcher of Economic
Research Institute, Economic Planning Agency
Apr. 1982
Professor of Faculty of Economics, Keio
University
Mar. 1986
Visiting professor of Massachusetts Institute ofTechnology
May 1995
Outside Auditor of Okaya & Co., Ltd.
June 2000
Visiting professor of Research Center for
Advanced Science and Technology, theUniversity of Tokyo
June 2001
Outside Auditor of DENTSU INC.
Apr. 2002
Outside Director of Millea Holdings, Inc.
(current: Tokio Marine Holdings, Inc.)
June 2002
Outside Director of Asahi Glass Co., Ltd.
Apr. 2004
Chairman, Fujitsu Research Institute, Economic
Research Center
Mar. 2007
Outside Director of the Company (current
Haruo Shimada
position)(February 21, 1943)
Apr. 2007
President of Chiba University of Commerce
9,612 shares
Reelection
Aug. 2008
Outside Director of SANGIKYO
OutsideCORPORATION
IndependentOct. 2008
Outside Auditor of Temp Holdings Co., Ltd.
(current: PERSOL HOLDINGS CO., LTD.)
June 2012
Outside Director of Alfresa Holdings
Corporation
May 2015
Outside Director of Okaya & Co., Ltd. (current
position)
Sept. 2015
Outside Director of Legend Partners Ltd.
Jan. 2016
President of Shimada Sogo Kenkyujo (current
position)Jan. 2017
President of the Japan Forum on International
Relations, Inc.
Apr. 2017
Chairperson of Tokyo Metropolitan Public
University Corporation
Feb. 2021
Outside Director of Tech I.S. Co., Ltd. (current
position)(Significant concurrent positions outside the Company)
Outside Director of Okaya & Co., Ltd.
President of Shimada Sogo Kenkyujo
Outside Director of Tech I.S. Co., Ltd. (current position)
Reasons for nomination as candidate for outside Director and summary of expected role
Using his extensive knowledge as a long-term economics researcher, Mr. Shimada is expected to continue providing
supervision, advice, etc. to Directors in performing their duties, from his independent position. Furthermore, if he iselected, the Company expects that he will be involved in the selection of officer candidates and the determination of
officer remuneration, etc. from an objective and neutral standpoint as a member of the Nominating Committee and theRemuneration Advisory Committee. The Company has judged that he will appropriately fulfill his duties as an outside
Director based on the above reasons, and appointed him as a candidate. At the conclusion of this meeting, Mr.
Shimada’s tenure as outside Director of the Company will have been 15 years.

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Candidate
No.

Name
(Date of birth)

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

10

Notes:

1.

2.

3.

4.

Number of theCompany’s shares
ownedJoined Price Waterhouse Accounting Office(current: PricewaterhouseCoopers Aarata LLC)
July 1987
Representative Partner of Aoyama Audit
Corporation (current: PricewaterhouseCoopers
Aarata LLC)
Partner of PricewaterhouseCoopers (current:
PricewaterhouseCoopers Aarata LLC)
Aug. 1995
Joined Tohmatsu & Co. (current: Deloitte
Touche Tohmatsu LLC)
Apr. 1996
Representative Partner
June 2000
Outside Director of Ichiyoshi Securities Co.,Ltd.
July 2003
Global Middle Markets Leader of Deloitte
Keiji Watanabe
Touche Tohmatsu LLC(January 21, 1943)
June 2008
Outside Director of ASAHI KOGYOSHA CO.,5,705 shares
Reelection
LTD. (current position)
OutsideJune 2010
Outside Director of SBI Holdings, Inc.
IndependentMar. 2011
Outside Director of the Company (current
position)
June 2017
Outside Director of SBI Insurance Group Co.,
Ltd. (current position)
June 2017
Outside Corporate Auditor of Hokuetsu
Corporation (current position)
June 2018
Outside Director of UKAI CO., LTD. (current
position)(Significant concurrent positions outside the Company)
Outside Director of ASAHI KOGYOSHA CO., LTD.
Outside Director of SBI Insurance Group Co., Ltd.
Outside Corporate Auditor of Hokuetsu Corporation
Outside Director of UKAI CO., LTD.
Reasons for nomination as candidate for outside Director and summary of expected role
Holding experience and professional knowledge as an expert of accounting, in particular, Mr. Watanabe is expected tocontinue to utilize said knowledge to provide supervision, advice, etc. to Directors in performing their duties from an
objective standpoint as an expert of accounting. Furthermore, if he is elected, the Company expects that he will be
involved in the selection of officer candidates and the determination of officer remuneration, etc. from an objective andneutral standpoint as a member of the Nominating Committee and the Remuneration Advisory Committee. The
Company has judged that he will appropriately fulfill his duties as an outside Director based on the above reasons, andappointed him as a candidate. At the conclusion of this meeting, Mr. Watanabe’s tenure as outside Director of theCompany will have been 11 years.
Special interests between the candidates and the Company are as follows.
Business Succession Navigator Corporation, whose President is Masazumi Hasumi and Director is Michihiro Nagasaka,
has concluded a business outsourcing contract concerning planning and operation of seminars and advertisement with theCompany.
Nihon M&A Center Inc., at which Michihiro Nagasaka holds a position, is in partnership with the Company to provide
asset, business succession and real-estate consultation for corporate owners.
There is no special interest between any other candidates and the Company.
Haruo Shimada is a candidate for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Haruo Shimada has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Haruo Shimada is approved, theCompany plans for his appointment as an independent officer to continue.
Keiji Watanabe is a candidate for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Keiji Watanabe has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Keiji Watanabe is approved, theCompany plans for his appointment as an independent officer to continue.
The Company has entered into limited liability agreements with Haruo Shimada, and Keiji Watanabe, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act. The maximum amount of liability for damages under these- 17 -

agreements is ¥5 million or the amount provided for under laws and regulations whichever is higher. If the reelection ofHaruo Shimada and Keiji Watanabe is approved, the Company plans to renew the aforementioned limited liability
agreements with them.
5. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with AIG General
Insurance Company, Ltd. that covers Masazumi Hasumi, Masayuki Yagi, Takeshi Matsuura, Takaomi Ogawa, Shintaro
Hashiba, Shinji Shimane, Hideo Matsuda, Michihiro Nagasaka, Haruo Shimada and Keiji Watanabe as insured persons,pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act. As the scope of insured persons is
Directors and Audit & Supervisory Board Members, including those at subsidiaries and those who are outside officers,
Masazumi Hasumi, Masayuki Yagi, Takeshi Matsuura, Takaomi Ogawa, Shintaro Hashiba, Shinji Shimane, Hideo
Matsuda, Michihiro Nagasaka, Haruo Shimada and Keiji Watanabe are included as insured persons in this insurance policy.
This insurance policy covers damages which may arise from liability borne by the officers, etc. who are insured persons
in the course of execution of their duties or claims pertaining to the pursuit of such liability. The Company shall bear thefull expense of the insurance premiums. In addition, the Company plans to renew the insurance policy with the samedetails at the time of the next renewal.
6. Number of the Company’s shares owned by the candidates includes those owned by them under the directors’ stock
ownership plan as of December 31, 2021.

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Proposal No. 3

Election of One Audit & Supervisory Board Member

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

Career summary and position in the Company
Apr. 1989

Number of theCompany’s shares
ownedJoined The Mitsui Bank, Limited (current Sumitomo Mitsui
Banking Corporation)
Aug. 1995
Joined Yamazaki Zeirishi Jimusho
Oct. 2000
Joined Tohmatsu & Co. (current Deloitte Touche Tohmatsu
LLC)
Apr. 2004
Registered as a certified public accountant
Mar. 2018
Outside Audit & Supervisory Board Member of theCompany (current position)
Mar. 2018
Auditor of Nihon Shisan Soken Co., Ltd. (current position)
Mar. 2018
Auditor of Aoyama Estate Co., Ltd. (current position)
Mar. 2018
Audit & Supervisory Board Member of Business Succession
Navigator Corporation (current position)
Mar. 2018
Auditor of Aoyama Zaisan Investments Co., Ltd. (formerly
Proggest Co., Ltd.) (current position)
Dec. 2019
Audit & Supervisory Board Member of Aoyama Zaisan
Hiroyuki Fujita
Networks Kyushu, Co., Ltd. (current position)(March 1, 1966)
Apr. 2020
Audit & Supervisory Board Member of Nitto Fudosan Co.,3,519 shares
Reelection
Ltd. (current position)
OutsideOct. 2020
Audit & Supervisory Board Member of Aoyama Financial
Independent
Service Co., Ltd. (current position)
Jan. 2021
Audit & Supervisory Board Member of Aoyama Family
Office Service Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Auditor of Nihon Shisan Soken Co., Ltd.
Auditor of Aoyama Estate Co., Ltd.
Audit & Supervisory Board Member of Business Succession Navigator
Corporation
Auditor of Aoyama Zaisan Investments Co., Ltd.
Audit & Supervisory Board Member of Aoyama Zaisan Networks Kyushu,
Co., Ltd.
Audit & Supervisory Board Member of Aoyama Financial Service Co., Ltd.
Audit & Supervisory Board Member of Aoyama Family Office Service Co.,Ltd.
Audit & Supervisory Board Member of Nitto Fudosan Co., Ltd.
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company has nominated Hiroyuki Fujita as a candidate for outside Audit & Supervisory Board Member because it has judged
that, based on his expert point of view and abundant experience as a certified public accountant, he can provide useful advice andsupervise general management of the Company as an Audit & Supervisory Board Member of the Company.
Notes: 1. Hiroyuki Fujita is a candidate for outside Audit & Supervisory Board Member.
The Company has submitted notification to the Tokyo Stock Exchange that Hiroyuki Fujita has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Hiroyuki Fujita is approved, theCompany plans for his appointment as an independent officer to continue.
2. There is no special interest between Hiroyuki Fujita and the Company.
3. Hiroyuki Fujita is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of thismeeting, his tenure as an outside Audit & Supervisory Board Member will have been four years.
4. The Company has entered into limited liability agreement with Hiroyuki Fujita, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act. The maximum amount of liability for damages under the agreement is ¥5 million or- 19 -

the amount provided for under laws and regulations whichever is higher. If the reelection of Hiroyuki Fujita is approved,
the Company plans to renew the aforementioned limited liability agreement with him.
5. Number of the Company’s shares owned by Hiroyuki Fujita includes those owned by him under the directors’ stock
ownership plan as of December 31, 2021.
6. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with AIG General
Insurance Company, Ltd. that covers Hiroyuki Fujita as an insured person, pursuant to the provisions of Article 430-3,
paragraph (1) of the Companies Act. As the scope of insured persons is Directors and Audit & Supervisory Board Members,
including those at subsidiaries and those who are outside officers, Hiroyuki Fujita is included as an insured person in thisinsurance policy. This insurance policy covers damages which may arise from liability borne by the officers, etc. who are
insured persons in the course of execution of their duties or claims pertaining to the pursuit of such liability. The Company
shall bear the full expense of the insurance premiums. In addition, the Company plans to renew the insurance policy withthe same details at the time of the next renewal.

- 20 -

Proposal No. 4

Determination of Remuneration for Directors (Excluding Outside Directors) for Allotment of
Restricted Shares

The maximum amount of directors’ remuneration was approved at the 16th Annual General Meeting of Shareholders
held on March 24, 2007 at ¥500 million per annum (excluding their employee salary). In addition, at the 28th Annual
General Meeting of Shareholders held on March 28, 2019, the specifics of non-monetary remuneration via theprovision of company houses (the company houses are of ordinary types, and the difference between the total rent
the Company pays (including the management expenses and common service expenses) and the total amount theCompany collects from Directors as the house rent is no more than ¥40 million per annum) were approved.
The Company proposes to allot common shares of the Company to the Company’s Directors (excluding outside
Directors) with certain stipulations such as a restricted transfer period and grounds for acquisition without
contribution (hereinafter the “Restricted Shares”) so that the Company’s Directors (excluding outside Directors) will
share the benefits and risks of share price fluctuations with shareholders, thereby further increasing their motivation
to contribute to improving share prices and enterprise value.
As such, the Company proposes to establish a limit for remuneration paid to the Company’s Directors (excluding
outside Directors) under this plan within the aforementioned ¥500 million per annum, based on a comprehensive
consideration of various factors, such as the Directors’ level of contribution to the Company. The allotment of
Restricted Shares shall be determined based on a comprehensive consideration of various factors, such as the
Directors’ level of contribution to the Company. The percentage of the upper limit of the number of Restricted Shares
to be allotted in each fiscal year as set forth in 2. below is around 0.2% of the total number of issued shares (thepercentage of the total number of issued shares would be about 2.1% if the maximum number of Restricted Shareswere to be issued over ten years), which is an insignificant dilution rate, so we believe that this is adequate. At theBoard of Directors meeting held on February 8, 2022, the Company resolved to revise the policy for determining thedetails of individual Director remuneration, etc. as stated on page 23 on the condition that this proposal is approved
and adopted. Allotment of Restricted Shares based on this proposal is in line with that policy.
Currently, the number of Directors is ten (including three outside Directors), and if Proposal No. 2 is approved, thenumber of Directors will be ten (including two outside Directors).
Specific Details and Maximum Number of Restricted Shares for the Company’s Directors (Excluding Outside
Directors)
1. Allotment of Restricted Shares and payment therefor
In accordance with the resolution of the Board of Directors of the Company, the Company shall pay a monetary
remuneration claim to the Company’s Directors (excluding outside Directors) within the aforementioned perannum amount as Restricted Shares remuneration, etc., and each Director shall receive the allotment by making
in-kind contribution of all of the monetary remuneration claims.
The amount of Restricted Shares paid is based on the closing price of the Company’s common shares on theTokyo Stock Exchange on the business day prior to the resolution of the Board of Directors of the Company
related to issuance or disposal (if there have been no trades on that date, the closing price on the most recent
trading day) and shall be determined by the Board of Directors of the Company at an amount that is notparticularly advantageous to the Directors receiving the Restricted Shares.
In addition, the aforementioned monetary remuneration claims are paid on the condition that the Directors of theCompany (excluding outside Directors) have agreed to the above-mentioned in-kind contribution and that a
Restricted Shares allotment agreement including the details set forth in 3. below is concluded.
2. Total number of Restricted Shares
The total number of Restricted Shares to be allotted to the Directors of the Company (excluding outside
Directors) is 50,000, which is the maximum number of Restricted Shares to be allotted each fiscal year.
However, in the event of a share split of the Company’s common shares (including allotment of common shares
without contribution), a consolidation of shares on or after the date of the resolution concerning this proposal, or
any other event requiring adjustment of the total number of Restricted Shares to be allotted, the total number ofRestricted Shares may be adjusted as reasonable.

- 21 -

3. Details of Restricted Shares allotment agreement
When allotting Restricted Shares, the Restricted Shares allotment agreement to be concluded between the
Company and Directors receiving allotment of Restricted Shares shall include the content below in accordancewith the resolution of the Board of Directors of the Company.
(1) Transfer restrictions
During the period from the date when the Restricted Shares are delivered until the day of retirement ofoffice as the Company’s Director (hereinafter the “Transfer Restriction Period”), Directors who receive anallotment of Restricted Shares (hereinafter the “Allotted Shares”) shall be restricted from transferring,pledging, establishing a security interest on, gifting, bequeathing, or otherwise disposing of the Restricted
Shares (hereinafter the “Transfer Restrictions”).
(2)

Acquisition of Restricted Shares without contribution
In the event that a Director who has received an allotment of Restricted Shares retires from the position,
the Company shall rightfully acquire the Allotted Shares without contribution, except in cases where theBoard of Directors of the Company finds a valid reason.
In addition, if there are any Allotted Shares for which the Transfer Restrictions have not been lifted pursuant
to the provisions of the condition for lifting the Transfer Restrictions described in (3) below at the time of
expiration of the Transfer Restriction Period described in (1) above, the Company shall rightfully acquire
the Allotted Shares without contribution.

(3)

Lifting of Transfer Restrictions
Upon expiration of the Transfer Restriction Period, the Company shall lift Transfer Restrictions on all
Allotted Shares held by Directors who have received allotment of Restricted Shares at that time. However,if the Directors have retired for what the Company’s Board of Directors deems a valid reason, the timingof lifting Transfer Restrictions may be adjusted as necessary and reasonable.

(4)

Handling of organizational restructuring, etc.
In the event that a merger in which the Company is absorbed, a share exchange agreement or share transfer
plan under which the Company becomes a wholly owned subsidiary, or other proposal related toorganizational restructuring is approved at the Company’s General Meeting of Shareholders (or at a
meeting of the Company’s Board of Directors, if such organizational restructuring, etc. does not require
the approval of the Company’s General Meeting of Shareholders) during the Transfer Restriction Period,
the Company shall lift the Transfer Restrictions on all Allotted Shares prior to the effective date of suchorganizational restructuring, etc. by resolution of the Board of Directors.
In addition, the Company shall rightfully acquire, without contribution, the Allotted Shares for which theTransfer Restrictions have not been lifted immediately following the lifting of Transfer Restrictions basedon the provisions above.

(Reference)
Following the conclusion of this Annual General Meeting of Shareholders, the Company plans to allot restricted
shares equivalent to that described above to Directors of the Company’s subsidiaries.

- 22 -

[Reference] Policy for Determining the Details of Individual Director Remuneration, etc.
1. Basic policy
The Company’s basic policy is that the Directors remuneration is linked to shareholders’ profits in order to haveit fully function as an incentive for the sustainable enhancement of enterprise value, and that the remunerationof individual Directors is determined at an appropriate level in accordance with each Director’s responsibilities.
2. Policy on director remuneration(1) Base remuneration
The monthly fixed remuneration is determined in accordance with the role, responsibilities and length ofservice, taking into account such factors as the level of other companies, the Company’s businessperformance and the level of employee salaries in a comprehensive manner.
(2) Performance-linked remuneration
In order to raise awareness toward the need to improve business performance each fiscal year, the Company
compares the operating profit target for the fiscal year with the actual results, and provides monetary
remuneration in an amount calculated in accordance with the degree of achievement and a restricted sharebased remuneration corresponding to the amount at a certain time each year.
(3) Non-monetary remuneration
In order to enhance enterprise value over the medium- to long-term, a portion of the performance-linked
remuneration described in (2) above shall be paid as restricted share-based remuneration, to be paid at a
certain time each year. The shares subject to the restricted share-based remuneration shall be commonshares subject to a certain period of restriction on transfer and the provision, etc., of a cause of gratis
acquisition by the Company, and the number of shares of restricted share-based remuneration to bedelivered shall be, in principle, the number of shares obtained by dividing the amount calculated inaccordance with the degree of achievement of the business performance described in (2) above by the shareprice based on the closing price of the Company’s common shares on the business day immediately
preceding the date of the resolution of the Board of Directors of the Company regarding the issuance or
the disposal of such shares.
Additionally, the Company has introduced a company housing system to provide company houses to
Directors excluding outside Directors to aid their swift and smooth operations as well as to aim forincreasing their motivation and raising morale, and provides ordinary type company housses at designatedtimes in accordance with the Company Housing Management Regulations. The difference between the rent
the Company pays (including the management expenses and common service expenses) and the amountthe Company collects from the applicable Directors as the house rent shall be set within a reasonable range
in light of the above purposes.
3. Percentage of each type of individual remuneration
The ratio of remuneration to be paid to each individual is determined so that the most appropriate ratio is achieved,
taking into consideration the level of remuneration paid to companies of similar size and in related industries
and business categories to those of the Company.
4. Determining individual remuneration
The amount and number of individual remunerations is determined by the Remuneration Advisory Committee
based on a resolution of the Board of Directors upon delegation of the specific details thereof, and the details of
its authority are to determine the amount of base remuneration and performance-linked remuneration and thenumber of share-based remunerations for each Director.
In order to enhance the transparency and objectivity of the deliberation process, the Remuneration Advisory
Committee consists of at least three members, and in principle, at least two of them are outside Directors.

- 23 -