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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code: 8157)
June 3, 2024
(Start date of electronic provisioning measures: May 30, 2024)

To Our Shareholders
Isao Emori
Representative Director and President
TSUZUKI DENKI CO., LTD.
6-19-15 Shinbashi, Minato-ku, Tokyo

Notice of the 84th Annual General Meeting of Shareholders
You are hereby notified that the 84th Annual General Meeting of Shareholders of TSUZUKI DENKI
CO., LTD. (the “Company”) will be held for the purposes as described below.
This General Meeting of Shareholders will employ electronic provisioning measures, and thefollowing website will contain the “Notice of the 84th Annual General Meeting of Shareholders.”
Company website: https://www.tsuzuki.co.jp/ir/stock/meeting.html
In addition to the above, the information will also be posted to the following website.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the above site and search for the Company using the Company name or its securities
code. Click “Basic information” and find the information under the “Documents for Public Inspection/
PR information” tab.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders provided in
the electronic proxy form and exercise your voting rights using the enclosed Voting Rights Exercise
Form or via the Internet no later than 5 p.m. on Monday, June 24, 2024, Japan time.
1. Date and Time:
2. Place:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
Tokyo Art Club Building, Third Floor, 6-19-15 Shinbashi, Minato-ku,
Tokyo(Please refer to map of the venue at the end of this notice.)

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for theCompany’s 84th Fiscal Year (April 1, 2023 – March 31, 2024) andresults of audits by the Accounting Auditor and the Audit andSupervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 84th Fiscal
Year (April 1, 2023 – March 31, 2024)-1-

Proposals to be resolved:
Proposal: Election of 10 Directors---------------------------------------------------------------------------------------------------------------------------------------Notes:
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 Should the electronic provisioning measures require amendment, the amended versions will be posted on thewebsites where the information is posted.
 Exercising voting rights by proxy:If exercising voting rights by a proxy who is also a shareholder with voting rights exercisable at this General
Meeting of Shareholders, the proxy should submit your Voting Rights Exercise Form and a document certifying
authority as proxy in addition to the proxy’s Voting Rights Exercise Form to the reception desk on the day of themeeting.
 Please be advised that we will be dressed in light attire on the day of the meeting.
 In the past, we have mailed a Notice of Resolutions of the Annual General Meeting of Shareholders to our shareholders
after the conclusion of our Annual General Meeting of Shareholders. From the upcoming meeting, we will discontinue
this practice in view of the recent widespread use of the Internet and smartphones, and our commitment to environmental
sustainability. We will continue to post the notice on our website (https://www.tsuzuki.co.jp/ir/stock/meeting.html) in the
future. We appreciate your understanding in this matter.

-2-

Guide to Exercising Voting Rights
1. If you are attending the General Meeting of Shareholders
Voting at General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form to the meeting, and submit it at the reception desk.
Meeting date and time: Tuesday, June 25, 2024 at 10:00 a.m. Japan time
2. If you are not attending the General Meeting of Shareholders
Voting in writing
Please indicate your approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form,and return the form to the Company so that your vote is received by 5:00 p.m. on Monday, June 24, 2024
Japan time. In case there is no indication of approval or disapproval for the proposals on the Voting Rights
Exercise Form, we will consider it as an indication of approval.
Voting via the Internet, etc.
Please access the voting rights exercise website (https://evote.tr.mufg.jp/), and register your vote for or against
the proposals by 5:00 p.m. on Monday, June 24, 2024 Japan time.

Multiple exercises of voting rights
1) In the event that any shareholder exercises voting rights both in written form and through the Internet, etc.,
the exercise of voting rights through the Internet will supersede as the effective exercise of the voting
rights.

2) If any voting right is exercised more than once via the Internet, etc., the latest exercise will be upheld as thevalid exercise of the voting right.

-3-

Exercise of Voting Rights via the Internet
If you exercise your voting rights via the Internet, please confirm the following matters before exercising yourvoting rights.
Votes must be submitted by 5:00 p.m. on Monday, June 24, 2024 Japan time.
* However, votes cannot be accepted between 2:30 a.m. and 4:30 a.m.

1. Log in by scanning QR code
You can log in to the voting rights exercise website without having to enter the login ID and temporary
password printed on the Voting Rights Exercise Form.
Step 1: Scan the QR code printed on the right side of the attachment on the Voting Rights Exercise Form.
* QR code is a registered trademark of Denso Wave Inc.

Step 2: Follow the on-screen instructions, and register your vote for or against the proposals.
Please refer to the enclosed leaflet for more information.
* Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting rights exercise website shall be borneby the shareholder.

2. Log in with login ID and temporary password
Voting rights exercise website: https://evote.tr.mufg.jp/
Step 1: Access the voting rights exercise website.
Step 2: Enter your login ID and temporary password printed on the Voting Rights Exercise Form.
Step 3: Follow the on-screen instructions, and enter your vote for or against the proposals.
System-related inquiries:
Corporate Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll free); business hours: 9:00 a.m. to 9:00 p.m.

-4-

Reference Documents for the General Meeting of Shareholders
Proposal: Election of 10 Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this General Meetingof Shareholders. The Company therefore proposes the election of 10 Directors.
The candidates are as follows:
Reference: Candidates

External

External Director candidates

No.

Independent

Name

Independent officers registered with theTokyo Stock Exchange

Current position

Attendance
rate of theBoard ofDirectors
meetings

1

Reappointment

Male

Isao Emori

Representative Director andPresident

100%

2Reappointment

Male

Kazunori Yoshii

Representative Director andVice President

100%

3

Reappointment

Male

Kazuhisa Oyama

Director and Senior Managing
Executive Officer

100%

4

Reappointment

External

Male

Hidetoshi Takinaka

Director

92.9%

5

Reappointment

External

FemaleTomoko Tsukahara

Director

92.9%

6

Reappointment

External

MaleToshihiro Murashima

Director

100%

7

Reappointment

External

Independent

Male

Kunio Matsui

Director

100％

8

Reappointment

External

Independent

Male

Noriyuki Moriyama

Director

100%

9Reappointment

External

Independent

Male

Hideki Wachi

Director

100%

10

Reappointment

External

Independent

Male

Naoshi Ogasawara

Director

92.9%

-5-

No.

Name
(Date of birth)
April 1981

Joined the Company

April 2000

Manager in charge of Welfare Business Project

April 2008

Administrative Officer

June 2009

Director

Tenure as Director
15 years

April 2010

Managing Director

February 2012

Director and Managing Executive Officer

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

April 2015

Director and Senior Managing Executive Officer

April 2017

Representative Director, President and CEO

April 2022

Representative Director and President (current position)

Isao Emori(January 27, 1959)
Reappointment

1

Past experience, positions and responsibility in the Company,
and significant concurrent positions

NumberofCompany
sharesheld

42,149Reason for nomination as candidate for Director:
Mr. Isao Emori has seven years of experience as Representative Director and President. The Company believes that he is
the most appropriate person to serve as a management leader who can promote and drive the Company’s growth strategy inthe rapidly changing ICT industry. The Company therefore proposes his continued election as Director.
He is scheduled to be continuously appointed as Representative Director and President by the Board of Directors if hiselection as Director is approved.

Kazunori Yoshii(September 25, 1957)
Reappointment

Tenure as Director
19 years

2

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

April 1981

Joined the Company

November 2000

Accounting Department Manager

April 2004

Administrative Officer

June 2005

Director

April 2010

Managing Director

February 2012

Director and Managing Executive Officer

April 2015

Director and Senior Managing Executive Officer

April 2019

Director and Executive Vice President

June 2019

Representative Director and Executive Vice President

April 2022

Representative Director and Vice President (current position)

48,994

Reason for nomination as candidate for Director:
Mr. Kazunori Yoshii has many years of experience in the Company’s accounting division. After being appointed as a
Director, he has been in charge of the administration division and has promoted the development of internal control systemsof the overall TSUZUKI Group. Given his experience in these areas, the Company believes that he is qualified to assume arole in leading discussions at the Board of Directors meetings from the perspectives of compliance, risk management, andinternal control. The Company therefore proposes his continued election as Director.
He is scheduled to be continuously appointed as Representative Director and Vice President by the Board of Directors if
his election as Director is approved.

-6-

No.

Name
(Date of birth)
April 1984

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)

July 2010

Administrative Officer

May 2012

Corporate Business Department Manager

June 2013

Executive Officer, the Company

Tenure as Director
8 years

June 2016

Director and Executive Officer

April 2021

Director and Managing Executive Officer

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

April 2023

Director and Senior Managing Executive Officer, General Manager
of Corporate Administration Unit (current position)

Kazuhisa Oyama(February 24, 1960)
Reappointment

3

Past experience, positions and responsibility in the Company,
and significant concurrent positions

NumberofCompany
sharesheld

11,766

Reason for nomination as candidate for Director:
Mr. Kazuhisa Oyama has been in charge of the internal control promotion office, the business promotion division, thegeneral affairs and human resources division, and the finance and accounting division since April 2020. As the General
Manager of the Corporate Administration Unit, a role he has held since April 2021, he has promoted and implemented thereinforcement of management foundations, a key initiative in the Company’s medium-term business plan. The Company
believes that he is qualified to assume a role in a wide range of fields based on his track record of leveraging his many yearsof experience in banking business in areas such as capital policy. The Company therefore proposes his continued election as
Director.
April 1982
Joined ASO CORPORATION
November 1999

General Manager, Hospital Consulting Division

June 2005

Director, General Manager, Hospital Consulting Division

April 2008

January 2020

Director, Deputy General Manager, Medical Business Division,
General Manager, Hospital Consulting Division
Director, Member of Group Management Committee, Deputy
General Manager, Medical Business Division, General Manager,
Hospital Consulting Division
Director, Member of Group Management Committee, Deputy
General Manager, Medical Business Division
Managing Director, Member of Group Management Committee,
Deputy General Manager, Medical Business Division
President and CEO, Aso Information System Co., Ltd. (current
position)
Senior Managing Director, ASO CORPORATION, Member ofGroup Management Committee, Deputy General Manager, Medical
Business Division
Senior Managing Director, Member of Group Management
Committee, General Manager, Medical Business Division (current
position)
Advisor, the Company

June 2020

External Director (current position)

June 2009

Hidetoshi Takinaka(April 24, 1958)
Reappointment
External Director

Tenure as Director
4 years
4

Attendance rate of theBoard of Directors
meetings in fiscal 2023
92.9%

October 2009
June 2012
November 2012
June 2016
June 2018

0[Significant concurrent positions]
President and CEO, Aso Information System Co., Ltd.
Senior Managing Director, ASO CORPORATION
Reason for nomination as candidate for External Director and expected role:
Mr. Hidetoshi Takinaka has profound insights into industries related to medical and nursing care acquired through his
extensive experience and proven track record as President and CEO of a business corporation. The Company expects that hewill provide oversight and advice in the Company’s challenges toward new growth fields and domains in the future. The
Company therefore proposes his continued election as External Director.

-7-

No.

Name
(Date of birth)
April 1986

Joined FUJITSU LIMITED

June 2004

Manager, Project Department, Securities Solutions Department,
Insurance and Securities Solutions Unit

April 2007

Manager, First Insurance Solutions Department, Insurance andSecurities Solutions Unit

April 2008

Project Manager, Insurance and Securities Solutions Unit

April 2014

Manager, First Financial Systems Department, Financial Systems
Unit

External Director

June 2017

Head of Solution & Service Business Assurance Unit

Tenure as Director
2 years

April 2019

Vice General Manager, Quality Assurance Unit

April 2021

Director and Senior Vice President, Head of Quality Assurance
Unit

June 2022

External Director, the Company (current position)

April 2023

Senior Vice President of FUJITSU LIMITED, Head of Global
Quality Management and Assurance Unit

June 2023

Executive Officer, Executive Vice President, Chief Quality Officerof FUJITSU LIMITED (current position)

Tomoko Tsukahara(July 18, 1963)
Reappointment

5

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Attendance rate of theBoard of Directors
meetings in fiscal 2023
92.9%

NumberofCompany
sharesheld

0[Significant concurrent positions]Executive Officer, Executive Vice President, Chief Quality Officer of FUJITSU
LIMITED
Reason for nomination as candidate for External Director and expected role:
Ms. Tomoko Tsukahara has extensive experience and a proven track record in the system integration business, gained byserving as a General Manager and in other business management positions at a business corporation. The Company expects
that she will contribute to swift and decisive managerial decision-making and provide oversight functions and advice fromthe perspective of shareholders and investors, based on an objective standpoint that is free from the influence ofmanagement responsible for the execution of business operations. The Company therefore proposes her continued election
as External Director.

Toshihiro Murashima April 1996
(April 2, 1957)
Reappointment
External Director

6

Registered as attorney (Dai-Ichi Tokyo Bar Association)
Joined Aoyama Chuo Law Office

April 1999

Partner

April 2001

Established Murashima Hozumi Law OfficePartner (current position)

Tenure as Director
7 years

June 2006

External Director, NIFTY Corporation

June 2011

External Auditor, the Company

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

June 2017

External Director (current position)

6,303[Significant concurrent positions]
Partner, Murashima Hozumi Law Office

Reason for nomination as candidate for External Director and expected role:
Although Mr. Toshihiro Murashima has never been directly involved in corporate management, he possesses specialized
knowledge as an attorney. As Auditor of the Company for many years and member of the Executive Nomination andCompensation Committee, he has profound insights into the qualities of candidates for officers and their appropriatecompensation, which are core issues of corporate governance for the Company. The Company expects that he will continue
to contribute to swift and decisive managerial decision-making based on an objective standpoint that is free from theinfluence of management responsible for the execution of business operations. The Company therefore proposes his
continued election as External Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1980

Joined FUJITSU LABORATORIES LTD. (currently FUJITSU
LIMITED)

February 2000

Manager of Document Processing Research Department

April 2006

Director, Information Processing Society of Japan

April 2007

Vice President, Fujitsu Laboratories of America, Inc.

(July 23, 1957)

April 2009

Chief Researcher of Software & Solution Laboratory, FUJITSULABORATORIES LTD. (currently FUJITSU LIMITED)

Reappointment

July 2009

Technology Administrative Officer, NIFTY Corporation

External Director

July 2014

Member of Program Meeting Committee established for“Enhancement of Resilient Disaster Prevention and Disaster
Reduction Function” Challenge of Cabinet Office SIP

November 2014

Concurrently served as Head of New Business Promotion
Office, NIFTY Corporation

April 2015

Concurrently served as Specially Appointed Professor of Graduate
School of Science and Technology, Shizuoka University

February 2017

Professor, Department of Information and Computer Science,
College of Engineering, Kanazawa Institute of Technology (current
position)

June 2019

External Director, the Company (current position)

Kunio Matsui

Independent Officer

Tenure as Director
5 years
7

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

NumberofCompany
sharesheld

1,930[Significant concurrent positions]
Professor, Department of Information and Computer Science, College of Engineering,
Kanazawa Institute of Technology
Reason for nomination as candidate for External Director and expected role:
Although Mr. Kunio Matsui has never been directly involved in corporate management, he has garnered a wealth ofexperience at FUJITSU LABORATORIES LTD. and NIFTY Corporation, as well as through his current position as aprofessor in the Department of Information and Computer Science, College of Engineering, Kanazawa Institute ofTechnology. He possesses profound insights into the information network solution business. The Company expects that hewill contribute to swift and decisive managerial decision-making from a multifaceted perspective, drawing on his
experience and based on an objective standpoint that is free from the influence of management responsible for the executionof business operations. The Company therefore proposes his continued election as External Director.

-9-

No.

Name
(Date of birth)
April 1973

Joined Second Department of Surgery, Chiba University School of
Medicine

April 1986

Visiting Doctor, Mayo Clinic, US

April 1987

Chief, Department of Diagnostic Radiology, National Cancer
CenterJuly 1992

Head, Department of Radiology, National Cancer Center Hospital
East

April 1998

Head, Department of Diagnostic Radiology, National Cancer
Center Hospital

January 2004

Director, Research Center for Cancer Prevention and Screening,
National Cancer Center

Independent Officer

April 2010

Tenure as Director
4 years

Director, Research Center for Cancer Prevention and Screening,
National Cancer Center (Independent Administrative Institution)

April 2013

Senior Executive Officer and Managing Director, Midtown Clinic
Medical Corporation
Director, Health Screening Center, Tokyo Midtown Clinic

April 2016

Chairman, Shinkokai medical corporation (current position)
Director, Midtown Clinic Medical Corporation (current position)

August 2016

Director, Grand HIMEDIC Club (current position)

June 2020

External Director, the Company (current position)

Noriyuki Moriyama(June 20, 1947)
Reappointment
External Director

8

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

NumberofCompany
sharesheld

3,100[Significant concurrent positions]
Chairman, Shinkokai medical corporation
Director, Midtown Clinic Medical Corporation
Director, Grand HIMEDIC Club
Reason for nomination as candidate for External Director and expected role:
Although Mr. Noriyuki Moriyama has never been directly involved in corporate management, based on his achievements
accumulated over many years at the National Cancer Center and his achievements in fields such as research of AI, a futureadvanced technology, the Company expects that he will contribute to initiatives in the Company’s health care business andits health management, as well as to swift and decisive managerial decision-making based on viewpoints and insights
different from the Company’s, and from an objective standpoint that is free from the influence of management responsible
for the execution of business operations. The Company therefore proposes his continued election as External Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1983

Joined Kokusai Denshin Denwa Co., Ltd. (currently KDDI
CORPORATION)

October 1998

Vice President and General Manager of Sales Unit, Deutsche
Telekom GBS Japan K.K. (Japan subsidiary of Germany-based
Deutsche Telekom AG)

June 2000

Representative Director and President, Intranets Inc. (Japansubsidiary of U.S.-based Intranets.com)

August 2001

Representative Director and President, Nuance Communications
Co., Ltd. (Japan subsidiary of U.S.-based Nuance Communications,Inc.)

Independent Officer

August 2005

Tenure as Director
2 years

Representative Director and President, Witness Systems Co., Ltd.
(Japan subsidiary of Witness Systems, Inc., currently Verint
Systems Inc.)

July 2007

Representative Director and President, LiteScape Technologies Co.,
Ltd. (Japan subsidiary of U.S.-based LiteScape Technologies, Inc.)

October 2008

Representative Director and President, Genesys Japan (Japansubsidiary of U.S.-based Genesys Telecommunications
Laboratories, Inc.)

May 2014

Representative Director and President, Telstra Japan Co., Ltd.
(Japan subsidiary of Australia-based Telstra Corporation Limited)

April 2016

Representative Director and President, Avaya Japan Ltd. (Japansubsidiary of U.S.-based Avaya Inc.)

June 2022

External Director, the Company (current position)

Hideki Wachi(February 17, 1961)
Reappointment
External Director

9

Attendance rate of theBoard of Directors
meetings in fiscal 2023
100%

NumberofCompany
sharesheld

0

Reason for nomination as candidate for External Director and expected role:
Mr. Hideki Wachi has profound insights into the information network solution business, gained through extensive
experience and a proven track record as Representative Director and President of several companies. The Company expects
that he will contribute to swift and decisive managerial decision-making from a multifaceted perspective, drawing on his
experience and based on an objective standpoint that is free from the influence of management responsible for the executionof business operations. The Company therefore proposes his continued election as External Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1989

Joined Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.)

December 1991

Joined Taiyo Audit Corporation (currently Grant Thornton Taiyo
LLC)

August 1992

Registered as certified public accountant

April 2007

Senior Partner, Taiyo ASG Audit Corporation (currently Grant
Thornton Taiyo LLC)

Reappointment

October 2008

Chairman and CEO, Avantia GP (current position)

External Director

April 2010

Auditor, Center for National University Finance and Management(currently National Institution for Academic Degrees and Quality
Enhancement of Higher Education) (current position)

June 2016

External Director, Topre Corporation (current position)

June 2016

External Auditor, the Company

March 2022

External Auditor, NIKKISO CO., LTD. (current position)

June 2022

External Director, the Company (current position)

Naoshi Ogasawara(August 19, 1965)

Independent Officer

Tenure as Director
2 years
10

Attendance rate of theBoard of Directors
meetings in fiscal 2023
92.9%

NumberofCompany
sharesheld

0[Significant concurrent positions]
Chairman and CEO, Avantia GP
Auditor, National Institution for Academic Degrees and Quality Enhancement ofHigher Education
External Director, Topre Corporation
External Auditor, NIKKISO CO., LTD.

Reason for nomination as candidate for External Director and expected role:
Although Mr. Naoshi Ogasawara has never been directly involved in corporate management, he possesses specialized
knowledge in finance and accounting as a certified public accountant. As Auditor of the Company for many years andChairman of the Executive Nomination and Compensation Committee, he has profound insights into the qualities ofcandidates for officers and their appropriate compensation, which are core issues of corporate governance for the Company.
The Company expects that he will continue to contribute to swift and decisive managerial decision-making based on an
objective standpoint that is free from the influence of management responsible for the execution of business operations. The
Company therefore proposes his continued election as External Director.
Notes:
1. Mr. Hidetoshi Takinaka serves concurrently as President and CEO of Aso Information System Co., Ltd. and Senior Managing
Director of ASO CORPORATION. The Company has entered into a capital and business alliance agreement with ASO
CORPORATION, the parent company of Aso Information System Co., Ltd.
2. Ms. Tomoko Tsukahara concurrently serves as a business executive at FUJITSU LIMITED, which maintains a business
relationship with the Company primarily centered on product sales, and receives compensation from FUJITSU LIMITED inthat capacity.
3. The Company maintains an advisory agreement with the Murashima Hozumi Law Office, represented by Mr. Toshihiro
Murashima. There are no special interests between Mr. Murashima and the Company.
4. Excluding Mr. Hidetoshi Takinaka, Ms. Tomoko Tsukahara, and Mr. Toshihiro Murashima, there are no special interests
between the other candidates and the Company.
5. Mr. Kunio Matsui, Mr. Noriyuki Moriyama, Mr. Hideki Wachi, and Mr. Naoshi Ogasawara are candidates for independent
officer as stipulated by the Tokyo Stock Exchange.
6. The Company has entered into a limited liability agreement with Mr. Hidetoshi Takinaka, Ms. Tomoko Tsukahara, Mr.
Toshihiro Murashima, Mr. Kunio Matsui, Mr. Noriyuki Moriyama, Mr. Hideki Wachi, and Mr. Naoshi Ogasawara, which
provides that the maximum amount of liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act
shall be the sum of all amounts stipulated in each item under Article 425, Paragraph 1 of the Companies Act, provided thatthey have performed their duties in good faith and in absence of gross negligence. Furthermore, if this proposal is approved
and these candidates are reelected, the Company plans to continue the above limited liability agreement.
7. The Company has entered into a directors and officers liability insurance agreement with an insurance company that names
the internal director candidates as the insured parties. The insurance agreement covers damages that may be incurred by the
insured parties as a result of the responsibilities assumed in the execution of their duties, or any liability claims made againstthem in connection with those responsibilities. Furthermore, if this proposal is approved and the internal director candidates
are reelected, they will be included as the insured parties in the above insurance agreement.
8. The tenure as Director of each candidate is as of the conclusion of this General Meeting of Shareholders.

- 12 -

Reference: Director and Auditor skill matrix
Name

Position at theCompany(planned)

Corporate
ICT industry
management
expertise

Isao
Emori

Representative
Director andPresident

Kazunori
Yoshii

Representative
Director andVice President

Kazuhisa
Oyama

Director andSenior Managing Reappointment
Executive
Officer

Hidetoshi
Takinaka

Director

Reappointment

Male

〇

Reappointment

Male

〇

Male

〇

Male

〇

Reappointment

External

Reappointment

Male

External

Independent

〇

〇

Kunio
Matsui

Noriyuki
DirectorMoriyama

Reappointment

Male

External

Independent

Hideki
Wachi

Reappointment

Male

External

Independent

Naoshi
Director
Ogasawara

Kazuhiro
ShimuraStanding
AuditorKiyotake
Yokohari

Auditor

Kenji
KusakaAuditor〇〇External

Reappointment

Male

External

Independent

Male

Independent

External

Independent

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Male

- 13 -

〇

〇

〇

Male
External〇〇〇

Reappointment

External

〇

〇

Male

Toshihiro
Director
Murashima

Director〇〇

Reappointment

ESG andacademia〇

FemaleTomokoDirector
Tsukahara

Director〇

Innovation
Human
Finance and Legal and risk
andresource
accounting managementtransformation
management

〇

〇

〇

〇

〇

〇

〇