This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the eventof any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(Stock Exchange Code: 3788)
March 4, 2022
To Shareholders with Voting Rights:
GMO GlobalSign Holdings K.K.
President & CEO
Mitsuru Aoyama
26-1, Sakuragaoka-cho, Shibuya-ku,
Tokyo

NOTICE OF CONVOCATION OF
THE 29TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 29th Annual General Meeting of Shareholders as described
below.
For this General Meeting of Shareholders, shareholders who are unable to arrive to the venue canattend the meeting by means of “Virtual Attendance” using the Internet, etc., as provided below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or
via an electromagnetic means (the Internet). Please review the Reference Documents for the General
Meeting of Shareholders contained herein and exercise your voting rights no later than 6:30 p.m. on
Friday, March 18, 2022.

1. Date and Time:
2. Place:
3. Meeting Agenda:
Matters to be reported:

Saturday, March 19, 2022 at 5:00 p.m. Japan time
(Reception opens at 4:30 p.m.)
GMO Yours FUKURAS, 16F GMO Internet Group 2nd
Headquarter (SHIBUYA FUKURAS), 1-2-3, Dogenzaka,
Shibuya-ku, Tokyo
1. Reporting on the Business Report, Consolidated Financial
Statements and results of audits by the Accounting Auditor andthe Audit and Supervisory Committee of the Consolidated
Financial Statements for the Company’s 29th Fiscal Year
(January 1, 2021 - December 31, 2021)
2. Reporting on Non-Consolidated Financial Statements for theCompany’s 29th Fiscal Year (January 1, 2021 - December 31,
2021)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors (excluding Directors who are Audit
Proposal 3:
and Supervisory Committee Members)
Proposal 4:
Election of Three (3) Directors who are Audit and Supervisory
Committee Members
Election of Accounting Auditor
Proposal 5:* Of the documents to be provided with this notice of convocation, Notes to Consolidated Financial
Statements and Notes to Non-Consolidated Financial Statements are posted on the Company’s
website (https://www.gmogshd.com/ir/stock/shareholder/) in accordance with laws and regulations
and Article 18 of the Articles of Incorporation of the Company, and therefore they are not includedin the documents accompanying this notice of convocation. Accordingly, the documents are part ofthe scope of audit by the Audit and Supervisory Committee and the Accounting Auditor in
preparing their audit reports.
* Modifications, if any, to the Reference Documents for the General Meeting of Shareholders, as wellas the Business Report, Consolidated Financial Statements and Non-Consolidated Financial
Statements, will be posted on the Company’s website (https://www.gmogshd.com/).

Proposal 1: Appropriation of Surplus
In consideration of factors such as business performance and financial standing for the fiscal year
under review, the Company proposes the year-end dividend for the fiscal year under review asfollows:
1. Type of dividend property
Cash
2. Matters concerning allotment of dividend property to shareholders and the total amount thereof¥33.64 per share of common stock of the Company
Total amount: ¥387,512,077
3. Effective date of distribution of surplus
March 22, 2022

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendment(1) The Company will encourage many shareholders, including those living in distance locations, toattend a general meeting of shareholders, making it active, efficient and smooth, while
contributing to measures against COVID-19 and other infectious diseases, which secures interestsof shareholders. For these purposes, the Company will make partial amendments to the Articles
of Incorporation, so that it can hold a fully-electronic general meeting of shareholders (so-calleda virtual-only general meeting of shareholders).
(2) Revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into effect on
September 1, 2022. This partial amendment to the Articles of Incorporation is to prepare for the
introduction of a system to provide reference materials for a general meeting of shareholders inelectronic format.
2. Details of the amendment
Part of the Articles of Incorporation will be amended as shown in the proposed amendments below.
(Amended parts are underlined)
Current Articles of Incorporation

Proposed Amendment

Chapter 3
General Meeting of Shareholders(Convocation)
Article 12
The Company’s Annual General Meeting of
Shareholders shall be convened in March of eachyear, and an Extraordinary General Meeting of
Shareholders may be convened when necessary.

Chapter 3
General Meeting of Shareholders(Convocation)
Article 12
The Company’s Annual General Meeting of
Shareholders shall be convened in March of eachyear, and an Extraordinary General Meeting of
Shareholders may be convened when necessary.

(New)(Place of convocation)
Article 13
A General Meeting of Shareholders shall be
convened in Tokyo.
Article 14 to Article 17 (Omitted)(2) The Company’s General Meetings ofShareholders may be convened at anundesignated place.
(Deleted)

Article 13 to Article 16 (Unchanged)

Current Articles of Incorporation(Deemed provision of the disclosure via the Internet ofreference materials, etc., for General Meeting of
Shareholders)
Article 18
When convening the General Meeting of
Shareholders, the Company may be deemed tohave provided shareholders with necessary
information regarding matters that should be
described or presented in reference materials for
the General Meeting of Shareholders, business
reports, non-consolidated and consolidated
financial reports, if they are disclosed via theInternet in accordance with the ministerial
ordinance of Ministry of Justice.
(New)

Article 19 to Article 41 (Omitted)

Proposed Amendment(Electronic provision measure, etc.)

Article 17
When convening the General Meeting of
Shareholders, the Company shall take anelectronic provision measure for information that
constitutes the contents of reference materials,
etc., for the General Meeting of Shareholders.

(2) The Company may not include all or part ofthe matters for an electronic provision measure
as set forth in the Ordinance of the Ministry ofJustice in documents to be delivered toshareholders who submit a request for thedelivery of written documents.

Article 18 to Article 40 (Unchanged)

Supplementary Provisions

Supplementary Provisions(New)

Article 6
Scheduled to be proposed on March 19, 2022, thedeletion of the current Article 18 (Deemed provisionof the disclosure via the Internet of referencematerials, etc., for General Meeting of Shareholders)of the Articles of Incorporation and the creation of
the proposed amendment in Article 17 (Electronic
Provision Measure, etc.) shall be effective from thedate of enforcement of the amending provisions
provided in the proviso to Article 1 of the
Supplementary Provisions of the Act for Partially
Amending the Companies Act (Act No. 70 of 2019)(the “Enforcement Date”).
(2) Notwithstanding the preceding paragraph, thecurrent Article 18 of the Articles of Incorporation(Deemed provision of the disclosure via the Internetof reference materials, etc., for the General Meetingof Shareholders) shall be still effective for the
General Meeting of Shareholders whose date falls
within six months from the Enforcement Date.
(3) These supplementary provisions of Article 6
shall be deleted after the later of either the date six
months from the Enforcement Date or the date threemonths from the date of the General Meeting of
Shareholders as set forth in the preceding paragraph.

Proposal 3: Election of Five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all twelve (12) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same applies within this Proposal) will expire at the conclusionof this Annual General Meeting of Shareholders. Accordingly, the Company proposes election of five(5) Directors.
Seven (7) Directors of Messrs. Minoru Karasawa, Yoshihiro Masuda, Yuichi Yamada, Shohei
Matsushita, Koji Takenobu, Tadashi Ito, and Motoshi Inaba are scheduled to retire due to the expirationof their terms of office and the introduction of an executive officer system.
The Company has received reports from the Audit and Supervisory Committee to the effect that there
are no matters to be pointed out as a result of its deliberation of this Proposal.
In addition, based on the premise that the Board of Directors consists of directors who have expertise,
experience, etc. required to enhance our Group’s corporate value, the company has determined theselection of candidates for Directors after receiving the recommendation of the Nomination andCompensation Committee.
The candidates for Directors are as follows:

Candidate No.

Name

Positions

Responsibilities

1

Mitsuru Aoyama President & CEO and Executive Officer

CEO & CHRO

2

Masatoshi Kumagai

Chairman―3

Ichiro Chujo

Vice President & Executive Officer

In charge of global strategy

4Michiari Kanno

Managing Director & Executive Officer

Global CFO

5Masashi Yasuda

Director―

Attendance atmeetings of theBoard of Directors
16 out of 16
meetings(100%)
16 out of 16
meetings(100%)
16 out of 16
meetings(100%)
16 out of 16
meetings(100%)
16 out of 16
meetings(100%)

Candidate No.

Name

1

Mitsuru Aoyama(February 8, 1967)[Reappointment]

Number of
the Company’s
shares owned
197,531
shares2

Masatoshi
Kumagai(July 17, 1963)[Reappointment]

Career summary, positions, responsibilities and significant concurrent positions
April 1989
September 1995
May 1997
October 2016
January 2020
February 2022

Reasons for the selection
Mr. Mitsuru Aoyama has been presiding over the overall management of the Company as
President and CEO since 1997. In addition, he assumes the role as CHRO of promoting
group management focused on “People” and has a wealth of experience and knowledge,
etc. We have determined that he can make use of these skills to perform the duties expectedof President & CEO and CHRO in 2022 and beyond, and therefore propose to elect him
as a Director.
May 1991
September 1999
April 2000
August 2001

Number of
the Company’s
shares owned－
sharesJoined TOKYO KEIKI INC.
Joined iSLE LLC (currently, GMO GlobalSign Holdings K.K.)
President & CEO of iSLE Inc. (currently, GMO GlobalSign Holdings
K.K.)
President & CEO of GMO CARS, Inc. (current position)
President & CEO of GMO Mobility Cloud, Inc.
President & CEO and Executive Officer, CEO & CHRO of GMO
GlobalSign Holdings K.K. (current position)

April 2002
March 2003

March 2004

December 2004
March 2007
May 2008
April 2009
December 2011
December 2012
March 2015
March 2016

President & CEO of Voice Media, Inc. (currently, GMO Internet,
Inc.)
President & CEO of MagClick Inc. (currently, GMO AD Partners
Inc.)
Director of MagClick Inc. (currently, GMO AD Partners Inc.)
Representative Director and Chairman of iSLE Inc. (currently,
GlobalSign Holdings K.K.)
Chairman of the Board of GMO Research Institute (currently, GMO
Research, Inc.) (current position)
CEO, Chairman of the Board and President of Global Media Online,
Inc. (currently, GMO Internet, Inc.)
Chairman of the Board of iSLE Inc. (currently, GlobalSign Holdings
K.K.) (current position)
Chairman of the Board of paperboy&co., Inc. (currently, GMO
Pepabo, Inc.) (current position)
Chairman of the Board of GMO Mobile and Desktop, Inc. (currently,
GMO Media, Inc.) (current position)
Chairman of the Board, Card Commerce Services, Inc. (currently,
GMO Payment Gateway, Inc.)
Chairman of the Board, MagClick Inc. (currently, GMO AD Partners
Inc.)
CEO, Chairman of the Board and President, Founder and Group
CEO, GMO Internet, Inc. (current position)
Chairman of the Board of Inovex, Inc. (currently, GMO TECH, Inc.)(current position)
Chairman of the Board and President of GMO Payment Gateway,
Inc.
Chairman of the Board of GMO Payment Gateway, Inc. (current
position)
Director of GMO AD Partners Inc.
Chairman of the Board of GMO AD Partners Inc. (current position)

Reasons for the selection
Mr. Masatoshi Kumagai has a wealth of experience and knowledge, etc. as CEO of
GMO Internet, Inc. We have determined that he can make use of these skills for the
management of the Company, and therefore propose to elect him as a Director.

3

Ichiro Chujo(July 18, 1965)[Reappointment]

July 1997
February 2000
April 2003
March 2006

Number of
the Company’s
shares owned
48,016
sharesMarch 2010

December 2011

January 2013

January 2014
January 2015
March 2016
March 2017
February 2021
February 2022

Joined WEBKEEPERS, Inc. (currently, GMO-Z.COM USA, INC.)
Director of iSLE Inc. (currently, GMO GlobalSign Holdings K.K.)
President and Representative Director of GeoTrust Japan, Inc.
(currently, GMO GlobalSign K.K.) (current position)
Director and Head of Security Service Business of GMO Hosting &Security, Inc. (currently, GMO GlobalSign Holdings K.K.)
Vice PrVice President and Head of Security Service Business of
GMO HOSTING & SECURITY, INC. (currently, GMO GlobalSign
Holdings K.K.)
Vice President, Head of Security Service Business and Head ofEnterprise Sales Division of GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Vice President, Head of Security Service Business and Head ofMarketing Division of GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Vice President and Head of Security Service Business of GMO
CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.)
Vice President in charge of Security Business and IAM Business of
GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.)
Director of GMO Internet, Inc. (current position)
Vice President in charge of Security Business of GMO CLOUD K.K.
(currently, GMO GlobalSign Holdings K.K.)
Vice President in charge of Digital Certificate and eSignature
Business of GlobalSign Holdings K.K.
Vice President & Executive Officer in charge of global strategy of
GMO GlobalSign Holdings K.K. (current position)

Reasons for the selection
Mr. Ichiro Chujo has been serving as a Director of the Company since 2000 and as a
Director in charge of security business since 2003. In addition, he has been performing
duties as the person in charge of electronic certification authority and seal business since2021, and has a wealth of experience and knowledge, etc. We have determined that hecan make use of these skills to perform the duties expected of the person in charge ofglobal strategy in 2022 and beyond, and therefore propose to elect him as a Director.
4

Michiari Kanno(July 24, 1972)[Reappointment]

October 1997
April 2001
January 2003
July 2003

Number of
the Company’s
shares owned

March 2006

24,458sharesMarch 2010

December 2011

February 2022

Joined Tohmatsu & Co. (currently, Deloitte Touche Tohmatsu LLC)
Registered as Certified Public Accountant
Joined iSLE Inc. (currently, GMO GlobalSign Holdings K.K.)
Head of Corporate Planning Office of GMO Hosting &Technologies, Inc. (currently, GMO GlobalSign Holdings K.K.)
Director, Head of Corporate Planning Office of GMO Hosting &Security, Inc. (currently, GMO GlobalSign Holdings K.K.)
Executive Director, Head of Solution Service Business and General
Manager of Management Finance Division of GMO HOSTING &SECURITY, INC. (currently, GMO GlobalSign Holdings K.K.)
Executive Director, Head of Solution Service Business and Head ofCorporate Division of GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Managing Director & Executive Officer in charge of Global CFO of
GMO GlobalSign Holdings K.K. (current position)

Reasons for the selection
Mr. Michiari Kanno, since joining the Company, has been engaged in the corporate
planning division and the management division. He has been performing duties as a
Director in charge of these divisions since 2006 and as CFO since 2014. He has a wealthof experience and knowledge, etc. and also has advanced expertise as a certified public
accountant. We have determined that he can make use of these skills to perform theduties expected of Global CFO in 2022 and beyond, and therefore propose to elect him
as a Director.
5

Masashi Yasuda(June 10, 1971)[Reappointment]

April 2000
April 2000
September 2001
March 2002

Number of
the Company’s
shares owned－
sharesMarch 2003

March 2005

May 2008
March 2013
March 2015
March 2016

June 2016

December 2016
June 2019

Registered as a certified public accountant
Joined interQ, Inc. (currently, GMO Internet, Inc.)
Head of Corporate Strategy of Global Media Onlince, Inc. (currently,
GMO Internet, Inc.)
Director and Head of Corporate Strategy of Global Media Onlince,
Inc. (currently, GMO Internet, Inc.)
Executive Director in charge of Group Corporate Strategy andInvestor Relations of Global Media Onlince, Inc. (currently, GMO
Internet, Inc.)
Managing Director and Head of Management Division, in charge ofGroup Corporate Strategy and Investor Relations of Global Media
Online, Inc. (currently, GMO Internet, Inc.)
Managing Director and Head of Group Management Division of
GMO Internet, Inc.
Managing Director, Deputy to Group CEO and Head of GroupManagement Division of GMO Internet, Inc.
Deputy CEO, Deputy to Group CEO and Head of GroupManagement Division of GMO Internet, Inc. (current position)
Director of GMO Media, Inc. (current position)
Director of GMO CLOUD K.K. (currently,GMO GlobalSign
Holdings K.K.) (current position)
Director of GMO Pepabo, Inc.
Director of GMO Research, Inc. (current position)
Director of GMO AD Partners Inc. (current position)
Director of GMO TECH, Inc. (current position)
Director of GMO CLICK Holdings, Inc. (currently, GMO Financial
Holdings, Inc.) (current position)
Auditor of Aozora Trust Bank, Ltd (currently, GMO Aozora Net
Bank, Ltd.)
Director of GMO Payment Gateway, Inc. (current position)
External Director of GMO Aozora Net Bank, Ltd. (current position)

Reasons for the selection
Mr. Masashi Yasuda has a wealth of experience and knowledge, etc. as a Director in
charge of the management division of GMO Internet, Inc. and also has advanced
expertise as a certified public accountant. We have determined that he can make use of
these skills for the management of the Company, and therefore propose to elect him as a
Director.
Notes:
1. Candidate Masatoshi Kumagai is CEO, Chairman of the Board and President of GMO Internet, Inc. (parent company of theCompany). There is a commercial relationship with the Company and GMO Internet, Inc.
2. There are no special interests between the other candidates and the Company.
3. Candidates Masatoshi Kumagai and Masashi Yasuda are executives of the Company’s parent company GMO Internet, Inc. and its
subsidiaries. Their positions and responsibilities in the said companies are as described in “Career summary, positions,
responsibilities and significant concurrent positions.”

4. The number of shares of the Company held by a candidate for Director is the effective number of shares held, including sharesthrough GMO GlobalSign Holdings K.K.’s Officer Stock Ownership.
5. Overview of the contents of a directors and officers liability insurance agreement(i) Scope of insured persons
The scope of insured persons under a directors and officers liability insurance agreement scheduled to be renewed on May 14,2022 is as follows:(1) Person who belongs to the Company or its subsidiaries: (i) an officer, (ii) a managerial employee, (iii) an employee who has
become a codefendant of an officer, or who has received a claim for damages made by other employees or temporary employees
due to sexual harassment and other unfair labor practices, and (iv) a spouse and legal heirs of (i) to (iii) (limited only to cases
arising due to illegal acts conducted by officers and employees covered by the insurance),(2) For compensation made by a company for a claim for damages, the Company and its subsidiaries,(3) For compensation for corporate securities, the Company,(4) For compensation for corporate employment practice, the Company and its subsidiaries,(ii) Overview of contents of the agreement(1) Actual ratio of premiums paid by the insured persons
All the premiums are paid by the Company.
(2) Overview of events insured against(a) Cases where a claim for damages is made during the insurance period by shareholders, investors, employees and other third
parties against an officer and a managerial employee of the Company due to an act committed by him or her in the course of
his/her duties.
(b) In cases where lawyers and other specialists are hired in order to respond to public inquires to officers, the costs are covered.
(c) In cases where a criminal trial is conducted against an officer who has been indicted on suspicion of aggravated breach of trust
under the Companies Law, of violating the Financial Instruments and Exchange Act, etc., costs (legal costs) are covered to hire
lawyers and other specialists in order to defend him or her in the trial.
(d) Even in cases where, in addition to a claim for damages, a request for injunction against the act of an officer is made, costs (legal
costs) are covered to hire lawyers and other specialists in order to defend him or her in a trial.
(3) There are no relevant issues regarding measures to prevent the damage on appropriateness of the duties performed by the said
directors, etc.

Proposal 4: 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 will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company
proposes the election of three (3) directors who are Audit and Supervisory Committee Members.
The consent of the Audit & Supervisory Committee has been already obtained for this Proposal.
The candidates for Directors who are Audit & Supervisory Committee Member are as follows:
Candidate No.

Name

1

Akihiko Nakajima(September 19,
1972)[Reappointment]

Career summary, positions, responsibilities and significant concurrent positions
December 2006
August 2007
April 2013
May 2014

Number of
the Company’s
shares owned
581
shares2

Hiroshi Mizukami(May 9, 1968)[Reappointment]

March 2018

Reasons for the selection
Mr. Akihiko Nakajima has advanced expertise in accounting and, since joining theCompany, has been engaged in the internal audit division. He has properly performed his
duties and holds a wealth of experience and expertise. The Company expects that he will
make use of these skills for management and audit of the Company, and therefore
proposes to elect him as a Director who is an Audit and Supervisory Committee Member.
April 1995
June 2002
March 2014

Number of
the Company’s
shares owned
545
sharesJoined Misuzu Audit Corporation
Joined Shin Nihon & Co. (currently, Ernst & Young ShinNihon LLC)
Joined GMO CLOUD K.K. (currently, GMO GlobalSign Holdings
K.K.)
Internal Audit Group Chief, GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Director (Audit and Supervisory Committee Member), GMO
CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.) (current
position)

June 2015
March 2016

March 2020

Registered as attorney-at-law (Daini Tokyo Bar Association)
External Auditor, Takachiho Electric (currently, Elematec
Corporation) (current position)
External Auditor, GMO CLOUD K.K. (currently, GMO GlobalSign
Holdings K.K.)
External Director (Audit and Supervisory Committee Member),
Sanyei Corporation (current position)
External Director (Audit and Supervisory Committee Member),
GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.)(current position)
External Director, Nakano Refrigerators CO., LTD. (current position)

Reasons for candidacy as an External Director and expected roles
Mr. Hiroshi Mizukami can be expected to strengthen the Company’s governancestructure and audit Directors’ performance of duties, based on his advanced expertise andknowledge as an attorney-at-law. Therefore, the Company proposes to elect him as a
Director who is an Audit and Supervisory Committee Member. Although he has noexperience of being involved in the management of the Company, the Company judgesthat he is able to perform his duties as an External Director for the above reasons.

3

Masahito Okada(March 25, 1965)[Reappointment]

October 1992

Number of
the Company’s
shares owned

March 2018545
sharesMay 1996
July 2007

December 2018
April 2019
August 2020
January 2021
February 2022

Joined Tohmatsu & Co. (currently, Deloitte Touche Tohmatsu
LLC)
Registered as Certified Public Accountant
Partner, Tohmatsu & Co. (currently, Deloitte Touche Tohmatsu
LLC)
External Director (Audit and Supervisory Committee Member),
GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.)(current position)
External Auditor, AsiaQuest Co., Ltd. (current position)
External Auditor, lafool Inc. (current position)
Representative Partner and CEO, WIZM LLC (current position)
External Auditor, Ai Robotics Inc. (current position)
External Auditor, primeNumber Inc. (current position)

Mr. Masahito Okada has expertise as a certificated public accountant and a wealth ofexperience and knowledge of corporate management, as well as being well-versed in
the IT field. He can be expected to strengthen the Company’s governance structure andaudit Directors’ performance of duties. Therefore, the Company proposes to elect him
as a Director who is an Audit and Supervisory Committee Member.

Notes:
1. There are no special interests between the candidates and the Company.
2. Candidate Hiroshi Mizukami is a candidate for External Director. His term of office as an External Director who is an Audit andSupervisory Committee Member will have been eight (8) years at the conclusion of this Annual General Meeting of Shareholders.
He is an independent Officer pursuant to the regulations of the Exchange.
3. Candidate Masahito Okada is a candidate for External Director. His term of office as an External Director who is an Audit andSupervisory Committee Member will have been six (6) years at the conclusion of this Annual General Meeting of Shareholders.
He is an independent Officer pursuant to the regulations of the Exchange.
4. The Company has entered into agreements with Candidates Akihiko Nakajima, Hiroshi Mizukami and Masahito Okada to limit
their liability prescribed in Article 423, paragraph 1 of the Companies Act. The limit of the liability under such agreements shallbe the minimum liability amount prescribed by Article 425, paragraph 1 of the Companies Act. If three candidates are elected at
this Annual General Meeting of Shareholders, the Company will continue the said limited liability agreements.

Proposal 5: Election of Accounting Auditor
The Company’s Accounting Auditor Deloitte Touche Tohmatsu LLC will retire at the conclusion ofthis General Meeting of Shareholders due to the expiration of its term of office. Accordingly, theCompany proposes the election of a new Accounting Auditor.
This proposal is pursuant to the approval of the Audit and Supervisory Committee.
The Audit and Supervisory Committee decided to nominate Ernst & Young ShinNihon LLC as a
candidate for Accounting Auditor because, taking into account the length of years the current
Accounting Auditor has served in its office, the Company can expect audits to be conducted fromnew perspectives by appointing Ernst & Young ShinNihon LLC. As a result of reviewing its
expertise, independence, quality control system and global audit system, the Company has
determined that Ernst & Young ShinNihon LLC is qualified for the position.
Name, location of the principal office, and corporate history, etc. of the candidate for Accounting
Auditor are as follows:(As of December 31, 2021)
Name

Ernst & Young ShinNihon LLC

Location of the principal

1-1-2 Yurakucho, Chiyoda-ku, Tokyo

officeCorporate history

April 2000 Former Showa Ota & Co. and Century Audit Corporation were merged to form Century
Ota Showa & Co.
July 2001 Renamed to Shin Nihon & Co.
July 2008 Renamed to Ernst & Young ShinNihon LLC
July 2018 Renamed (Japanese name only)

Corporate profile

Capital1,088 million yen

Members
Certified Public Accountants (CPAs)

3,017

Partly-qualified Accountants

1,043

Others

1,069

Total

5,129

Number of companies involved
Number of audit clients

3,725

Offices
Japan: Tokyo, etc.

17 in total

Overseas: New York, etc.

34 in total