This document has been translated from 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. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 8089
June 6, 2024
(Commencement date of measures for electronic provision) June 5, 2024
To Shareholders with Voting Rights:
Hironori Tsudo
Representative Director and President
Nice Corporation
4-33-1 Tsurumichuo, Tsurumi-ku,
Yokohama-shi

NOTICE OF THE 75TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 75th Annual General Meeting of Shareholders of Nice Corporation (the“Company”) will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in advance via theInternet or in writing (by mail). Please review the “Reference Documents for the General Meetingof Shareholders” (available on the websites mentioned below and on page 3 and thereafter of thisnotice) to exercise your voting rights no later than 5:00 p.m. on Wednesday, June 26, 2024, Japantime.
1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
“George V,” 3rd Floor, YOKOHAMA HOTEL PLUMM
2-9-1 Kitasaiwai, Nishi-ku, Yokohama-shi

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 75th Fiscal Year (April 1, 2023 to March 31, 2024) and
Audit Reports of the Accounting Auditor and the Board of Corporate
Auditors regarding the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 75th Fiscal
Year (April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten (10) Directors
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:-1-

If you attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In convening this General Meeting of Shareholders, measures for electronic provision will be
implemented for the information contained in the Reference Documents for the General Meeting of
Shareholders, etc. (matters subject to the measures for electronic provision), which will be posted on the
Company’s website on the Internet. You are kindly requested to access the following website and checkthe information.
Company’s website
https://www.nice.co.jp/shareholder/disclosure/ (in Japanese)
In addition to the above, the information is also available on the website of the Tokyo Stock Exchange.
Please access the following website, enter and search for the Company’s name or securities code, select“Basic information” and “Documents for public inspection/PR information,” in that order, and inspect the
information posted in “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting” under “Filed information available for public inspection.”
Tokyo Stock Exchange’s website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
The paper copy sent to shareholders also contains the document stating the matters subject to themeasures for electronic provision based on request for delivery of document in paper copy, and also
includes the Reference Documents for the General Meeting of Shareholders, etc. The following items are
excluded in accordance with laws and regulations and Article 19 of the Articles of Incorporation of theCompany. Accordingly, the paper copy sent to shareholders is part of the documents audited by Corporate
Auditors and Accounting Auditor in preparing the audit report.
“System to Ensure the Appropriateness of Business Operations and the Status of its Implementation”“Basic Policy for the Control of the Company,” “Consolidated Statements of Changes in Equity” and“Notes to the Consolidated Financial Statements”“Non-consolidated Statements of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements”
If any revisions are made to the matters subject to the measures for electronic provision, revised contents
will be posted on the above websites on the Internet.
Any changes to the holding or operation of the General Meeting of Shareholders will be announced on
the Company’s website (https://www.nice.co.jp). You are kindly requested to check the information on thiswebsite before attending the meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
Matters concerning year-end dividendWith regard to the appropriation of surplus, the Company’s basic policy is to pay stable and continuous
dividends to shareholders, while taking into consideration capital needs for future growth andstrengthening of competitiveness, and other factors.
Based on this policy, the Company proposes to pay the year-end dividend for the 75th fiscal year toshareholders as of March 31, 2024, as follows.
1. Type of dividend property
Cash
2. Matters concerning the allotment of dividend property and the total amountThe Company proposes to pay 40 yen per share of its common stock.
In this case, the total amount of dividends will be 472,050,440 yen.
As a result, the annual dividends will be 60 yen per share, including the interim dividend of 20 yen per
share.
3. Effective date of distribution of surplus
June 28, 2024
The Company has made the following changes to its dividend policy for the fiscal year ending March
31, 2025 and thereafter to stabilize and reinforce the return of profits to shareholders, by setting actual
results in the previous fiscal year as the lower limit of dividend per share.
The Company’s basic policy for dividend is to maintain or increase dividend per share (excludingcommemorative dividends, etc.) by introducing progressive dividends to shareholders in line withsustainable growth over the medium to long term, while taking into consideration capital needs for future
growth and strengthening of competitiveness, and other factors.

-3-

Proposal 2:

Election of Ten (10) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. In order to further strengthen corporate governance structure and increase corporate value,
the Company proposes to increase the number of Outside Directors by one (1) and elect ten (10) Directors.
The candidates for Directors are as follows:

No.

Current positions and responsibilities at theCompany

Name

Attendanceat theBoard ofDirectors
meetings

1

Masayuki Sugita[Reappointment]

Director and Chairman of the Board

20/20

2

Hironori Tsudo[Reappointment]

Representative Director and President

16/16

3

Yoichi Haraguchi[Reappointment]

Director and General Manager of Housing
Division

20/20

4

Toshihiro Shimizu [Reappointment]

Director and General Manager of Building
Materials Division

16/16

5

Hiroshi Tanabe

Senior Executive Officer and General
Manager of Administration Division–/–

Outside Director

19/20

Outside Director

20/20

Outside Director

20/20

Outside Director

20/20

—

–/–

6

Shinya Suzuki

7

Takashi Kokubo

8

Kiyohito Hamada

9

Jun Tamura

10 Etsuko Kakehi[Newappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent][New
appointment][Outside][Independent](Note) Attendance for Mr. Hironori Tsudo and Mr. Toshihiro Shimizu is for the Board of Directors meetings
held after they assumed office of Directors on June 29, 2023.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1983
January 2005

1

Joined the Company
Executive Officer, Building Materials Division,
the Company
November 2007 Director and Executive Officer; Deputy General
Manager of Building Materials Division, Nice
Corporation
January 2010
Director and Executive Officer; General
Manager of Building Materials Division, Nice
Corporation
June
2010
Director,
the Company
Masayuki Sugita
June
2011
DirectorandManaging Executive Officer;(February 14, 1958)
General Manager of Building Materials
Division, Nice Corporation[Reappointment]
June 2018
Representative Director and President, Nice
Corporation[Tenure as Director
May
2019
Representative
Director and President, the(as of the conclusion ofCompany
this General Meeting)]
February 2020
Representative Director and President; General
14 years
Manager of Housing Division, Nice Corporation[Attendance at the
March 2020
Representative Director and President; General
Board of Directors
Manager of Housing Division, the Company
meetings]
April 2021
Representative Director and President, the
100% (20/20)
Company
December 2022 Representative Director and President; General
Manager of Administration Division, theCompany
June 2023
Representative Director and President, theCompany
April 2024
Director and Chairman of the Board, theCompany (to present)

Number ofshares of theCompany held

21,500[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Masayuki Sugita has demonstrated leadership in the management of the Company and its major
subsidiaries over many years, and has extensive experience and track record of working on initiatives toaddress various management issues. The Company expects that he will continue to govern the Group basedon his deep insight, and thus has renominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1998
July 2017

Hironori Tsudo(March 27, 1973)[Reappointment]

June 2018

March 2020

[Tenure as Director(as of the conclusion ofthis General Meeting)]

March 2023

1 year2[Attendance at theBoard of Directors
meetings]
100% (16/16)

June 2023
July 2023
April 2024

Joined the Company
Executive Officer; General Manager ofMetropolitan Area Block 1, Building Materials
Division, Nice Corporation
Director and Executive Officer; Deputy General
Manager of Building Materials Division andGeneral Manager of Metropolitan Area Block 1,
Nice Corporation
Senior Executive Officer; Deputy General
Manager of Building Materials Division, theCompany
Senior Executive Officer; Deputy General
Manager of Administration Division, theCompany
Director; Deputy General Manager of
Administration Division, the Company
Director; General Manager of Administration
Division, the Company
Representative Director and President, theCompany (to present)

Number ofshares of theCompany held

7,900

[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Hironori Tsudo has a wealth of experience and achievements in the building materials business divisionof the Company, and has demonstrated leadership in the Company’s management such as overseeing theadministration division. The Company expects that he will continue to govern the Group based on his deep
insight, and thus has renominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1984
July 2011

3

Number ofshares of theCompany held

Joined the Company
Executive Officer; Executive Manager ofMetropolitan Area Sales Department, Housing
Yoichi Haraguchi
Division, Nice Corporation(November 26, 1961)
June 2013
Director and Executive Officer; Deputy General
Manager of Housing Division, Nice Corporation[Reappointment]
September 2016 Director and Managing Executive Officer;
Deputy General Manager of Housing Division,[Tenure as Director
Nice Corporation(as of the conclusion of
8,500
Associate Executive Officer, Nice Corporation
this General Meeting)] June 2017
March 2020
Senior Executive Officer; Deputy General
2 years
Manager of Housing Division, the Company
April 2021
Senior Executive Officer; General Manager of[Attendance at the
Housing Division, the Company
Board of Directors
June
2022
Director;
General Manager of Housing Division,
meetings]
the Company (to present)
100% (20/20)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Yoichi Haraguchi has extensive experience and track record of overseeing the housing business, andexcellent business management skills. The Company has judged that he is capable of reliably demonstratinggroup governance functions, and thus has renominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1988
June 2012

4

Number ofshares of theCompany held

Joined the Company
Executive Officer; Executive Manager ofMetropolitan Area, Building Materials Division,Toshihiro Shimizu
Nice Corporation(January 11, 1966)
May 2015
Executive Officer, Nice Corporation
September 2017 Director and Executive Officer; Deputy General[Reappointment]
Manager of Building Materials Division, Nice
Corporation[Tenure as Director
Associate Executive Officer, Nice Corporation(as of the conclusion of June 2019
7,300
Senior Executive Officer; Deputy General
this General Meeting)] March 2020
Manager of Building Materials Division, the1 yearCompany
June 2023
Director; Deputy General Manager of Building[Attendance at theMaterials Division, the Company
Board of Directors
January 2024
Director; General Manager of Building Materials
meetings]
Division, the Company (to present)
100% (16/16)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Toshihiro Shimizu is capable of demonstrating his strength in the building materials business and has
excellent business management skills. For these reasons, the Company has judged that he is capable ofreliably demonstrating group governance functions, and thus has renominated him as a candidate for
Director.

-8-

No.

5

Name
(Date of birth)

Career summary, positions and responsibilities

April 1990
Joined Nichiei Finance Co., Ltd.
November 1996 Transferred to the Company
July 2017
Executive Officer; General Manager of General
Affairs Department, Management Promotion
Division, Nice Corporation
September 2017 Manager of Group Human Resources, Group
Planning Department, the Company
Executive Officer; General Manager of Human
Hiroshi Tanabe
Resources Department, Management Promotion(June 17, 1966)
Division, Nice Corporation[New appointment] September 2019 Deputy General Manager of Group Management
Promotion Division and General Manager of
Human Resources Department, the Company[Tenure as Director
January
2020
DeputyGeneral Manager of Administration(as of the conclusion of
Divisionand General Manager of Human
this General Meeting)]
Resources Department, the Company–
March 2020
Executive Officer; Deputy General Manager of
Administration Division, the Company[Attendance at the
Director; Deputy General Manager ofBoard of Directors June 2022
Administration Division, the Company
meetings]
June
2023
SeniorExecutive Officer; Deputy General–% (–/–)
Manager of Administration Division, theCompany
April 2024
Senior Executive Officer; General Manager of
Administration Division, the Company (topresent)

Number ofshares of theCompany held

6,400

[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Hiroshi Tanabe has been in the administration divisions of the Company for many years and has
extensive knowledge and experience, particularly in overseeing the human resources and general affairs
divisions, and excellent business management skills. For these reasons, the Company has judged that he iscapable of reliably demonstrating group governance functions, and thus has nominated him as a candidate
for Director.

-9-

No.

Name
(Date of birth)
Shinya Suzuki(June 27, 1957)

April 1981
April 2004

[Reappointment][Outside][Independent]

July 2008[Tenure as Director

July 2012(as of the conclusion ofthis General Meeting)]

7 years
6

Career summary, positions and responsibilities[Attendance at theBoard of Directors
meetings]
95% (19/20)

July 2010

April 2014
July 2016
June 2017

Joined the Forestry Agency
Head of Special Forest Products Office, Forestry
Management Improvement Division, Forestry
AgencyDirector of Wood Industry Division, Forestry
AgencyDirector of National Forest Planning Division,
Forestry Agency
Director of Chubu Regional Forest Office,Forestry Agency
Director, Forestry and Forest Products ResearchInstitute
President, North Japan Wood Material
Distribution Cooperative (to present)
Outside Director, the Company (to present)

Number ofshares of theCompany held–

[Significant concurrent positions]
President, North Japan Wood Material Distribution Cooperative[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Shinya Suzuki has been involved in forestry policies for many years and has expertise and experiencein this area. The Company expects that he will fully contribute to strengthening the Company’s corporate
governance system and increasing corporate value based on such knowledge. Although he has never been
involved in corporate management other than serving as an outside director or outside corporate auditor in
the past, the Company has judged that he will be capable of appropriately performing his duties as an Outside
Director, and thus has renominated him as a candidate for Outside Director for the above reasons.

- 10 -

No.

Name(Date of birth)

Career summary, positions and responsibilities
October 2000

Takashi Kokubo(January 18, 1974)[Reappointment][Outside][Independent][Tenure as Director(as of the conclusion ofthis General Meeting)]

7

5 years[Attendance at theBoard of Directors
meetings]
100% (20/20)

March 2014
January 2017
January 2017
March 2017
June 2019
June 2020
June 2023

Registered as an attorney at law
Joined Nishimura & Partners (currently
Nishimura & Asahi Foreign Law Joint
Enterprise)
Established Kokubo Law OfficeOutside Director (Audit and Supervisory
Committee Member), AOI TYO Holdings Inc.
(currently KANAMEL Inc.)
Outside Director, AZoom Co., Ltd. (to present)
Representative Member, Kokubo Law Office (topresent)
Outside Director, the Company (to present)
External Auditor, Oisix ra daichi Inc. (topresent)
Outside Corporate Auditor, TalentX Inc. (topresent)

Number ofshares of theCompany held–

[Significant concurrent positions]Representative Member, Kokubo Law OfficeOutside Director, AZoom Co., Ltd.
External Auditor, Oisix ra daichi Inc.
Outside Corporate Auditor, TalentX Inc.
[Reason for nomination as candidate for Outside Director and overview of expected roles]
As an attorney at law, Mr. Takashi Kokubo has consistently specialized in corporate legal affairs, including
corporate governance, M&A, and fund procurement, and has a wealth of experience and insight in theseareas. The Company expects that he will fully contribute to strengthening the Company’s corporate
governance system and increasing corporate value based on such knowledge, and thus has renominated him
as a candidate for Outside Director.

- 11 -

No.

Name(Date of birth)

Career summary, positions and responsibilities
October 1985

8

Number ofshares of theCompany held

Joined Sanwa Audit Corporation (currently
Deloitte Touche Tohmatsu LLC)
April 1989
Registered as a certified public accountant
Kiyohito Hamada
February 1998
Registered as a certified tax accountant(November 30, 1957) April 1998
Partner, Yotsubasogo Accounting Office (topresent)[Reappointment]
June 2007
Outside Corporate Auditor, KITO
[Outside]
CORPORATION[Independent]
March 2014
Outside Corporate Auditor, Medical Data Vision
Co., Ltd. (to present)[Tenure as Director September 2016 Outside Member of the Audit and Supervisory–(as of the conclusion ofBoard, SOU Inc. (currently Valuence Holdings
this General Meeting)]Inc.)
5 years
September 2017 Outside Board Director, Convano Inc.
June 2019
Outside Director, the Company (to present)[Attendance at theBoard of Directors November 2019 Outside Director (Member of the Audit andSupervisory Committee), SOU Inc. (currently
meetings]
Valuence Holdings Inc.)
100% (20/20)[Significant concurrent positions]
Partner, Yotsubasogo Accounting OfficeOutside Corporate Auditor, Medical Data Vision Co., Ltd.
[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Kiyohito Hamada has a wealth of experience and broad insight developed through his duties as acertified public accountant and tax accountant. The Company expects that he will fully contribute tostrengthening the Company’s corporate governance system and increasing corporate value based on suchknowledge, and thus has renominated him as a candidate for Outside Director.

- 12 -

No.

Name(Date of birth)

Career summary, positions and responsibilities
April 1973

9

Number ofshares of theCompany held

Joined Kirin Brewery Company, Limited(currently Kirin Holdings Company, Limited)
September 1995 General Manager of Kochi Branch, Kirin
Jun Tamura
Brewery Company, Limited(April 17, 1950)
March 2004
Executive Officer; General Manager of Chubu
Regional Head Office, Kirin Brewery Company,[Reappointment]
Limited[Outside]
March 2007
Senior Executive Officer; General Manager of[Independent]
Sales Division, Kirin Brewery Company,
Limited[Tenure as Director June 2007
Representative Director and Vice President;–(as of the conclusion ofGeneral Manager of Sales Division, Kirin
this General Meeting)]
Brewery Company, Limited
4 years
November 2015 Outside Corporate Auditor, DAISYOCORPORATION (to present)[Attendance at the
May 2018
Representative Director, 100-Year Planning Co.,
Board of Directors
Ltd. (to present)
meetings]
June 2020
Outside Director, the Company (to present)
100% (20/20)[Significant concurrent positions]Representative Director, 100-Year Planning Co., Ltd.
Outside Corporate Auditor, DAISYO CORPORATION[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Jun Tamura has a wealth of experience and insight in overall management, such as serving as arepresentative director in a leading private company, writing books, and providing lectures to companies
and other organizations. The Company expects that he will fully contribute to strengthening the Company’s
corporate governance system and increasing corporate value based on such knowledge, and thus hasrenominated him as a candidate for Outside Director.

- 13 -

No.

Name(Date of birth)
Etsuko Kakehi(February 5, 1957)

10

Career summary, positions and responsibilities

Joined IBM Japan Ltd.
General Manager of Process & IT Planning
Department, Services Division, IBM Japan Ltd.
[New appointment] December 2010 Director, IBM Japan Staff Operations Co., Ltd.
[Outside]
April 2013
Director in charge of CIO Services Japan, IBM[Independent]
Japan Ltd.
September 2017 Advisor, DATALIVE CORPORATION (to[Tenure as Director
present)(as of the conclusion of December 2018 Outside Director, AVISTO Co., Ltd.
this General Meeting)] June 2023
Outside Director, NIHON DEMPA KOGYO– years
CO., LTD. (to present)

Number ofshares of theCompany held

June 1982
January 2002–

[Significant concurrent positions][Attendance at theAdvisor, DATALIVE CORPORATION
Board of Directors
Outside Director, NIHON DEMPA KOGYO CO., LTD.
meetings]–% (–/–)[Reason for nomination as candidate for Outside Director and overview of expected roles]
Ms. Etsuko Kakehi has been in the IT industry for many years and has a wealth of experience and broad
insight in IT and DX, personnel and labor affairs, and diversity. The Company expects that she will fully
contribute to strengthening the Company’s corporate governance system, increasing corporate value, andworking on initiatives to promote the advancement of women based on such knowledge, and thus has
nominated her as a candidate for Outside Director.

- 14 -

(Notes) 1. On October 1, 2007, the Company transitioned to a holding company structure and changed its tradename to Nice Holdings, Inc. on the same day. “Nice Corporation” from October 2007 to March 2020(“former Nice Corporation”) in the table is a wholly-owned operating subsidiary of the Company
that succeeded to the rights and obligations related to the Company’s business when the Company
transitioned to a holding company structure.
2. On March 31, 2020, the Company absorbed and merged former Nice Corporation, and changed its
trade name from Nice Holdings, Inc. to Nice Corporation.
3. There are no special interests between each candidate for Director and the Company.
4. Mr. Hiroshi Tanabe and Ms. Etsuko Kakehi are newly appointed candidates for Directors.
5. Mr. Shinya Suzuki, Mr. Takashi Kokubo, Mr. Kiyohito Hamada, Mr. Jun Tamura, and Ms. Etsuko
Kakehi are candidates for Outside Directors.
6. Mr. Shinya Suzuki, Mr. Takashi Kokubo, Mr. Kiyohito Hamada, and Mr. Jun Tamura are currently
Outside Directors of the Company and Mr. Shinya Suzuki will have served as such for seven (7)years, Mr. Takashi Kokubo and Mr. Kiyohito Hamada for five (5) years, and Mr. Jun Tamura for
four (4) years as of the conclusion of this General Meeting.
7. The Company has concluded an agreement with Mr. Shinya Suzuki, Mr. Takashi Kokubo, Mr.
Kiyohito Hamada, and Mr. Jun Tamura to limit their liability for damages provided for in Article
423, Paragraph 1 of the Companies Act to the amount stipulated in Article 425, Paragraph 1 of thesame Act. If each of them is reelected, the Company plans to continue said agreement. If the electionof Ms. Etsuko Kakehi is approved, the Company plans to enter into the same agreement with her.
8. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany stipulated in Article 430-3, Paragraph 1 of the Companies Act to enable the insured to
fully perform his/her expected roles. Under the insurance agreement, damages, legal costs, etc. that
may be incurred by the insured due to claims for damages by the Company, shareholders, employees,
or other third parties, being filed arising due to acts (including omissions) taken by the insured inperforming his/her duties as officers of the Company. However, the Company has taken measures
to ensure the appropriateness of the execution of duties by officers by excluding coverage forliability damages, etc. arising from the officer’s criminal acts as bribery or intentional fraudulent
acts. Directors, Corporate Auditors, and Executive Officers of the Company and its subsidiaries are
insured under this insurance agreement, and the insurance premiums for all insureds are fully borneby the Company, including riders. If each of candidates for Directors is elected and assumes office,he/she will be included in the insured of this insurance agreement. The Company plans to renew theinsurance agreement with the same details during their terms of office.
9. The Company has notified the Tokyo Stock Exchange of Mr. Shinya Suzuki, Mr. Takashi Kokubo,
Mr. Kiyohito Hamada, and Mr. Jun Tamura as independent officers pursuant to the regulations of
the Exchange, and they will continue to serve as independent officers if each of them is reelected.
If the election of Ms. Etsuko Kakehi is approved, the Company plans to notify the Exchange of her
as an independent officer.

- 15 -

Proposal 3:

Election of Two (2) Corporate Auditors

The terms of office of Corporate Auditors Kosuke Suzuki and Tamaki Shibayama will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election of two (2) Corporate
Auditors is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidates for Corporate Auditors are as follows:

No.

Name
(Date of birth)
Kosuke Suzuki(April 26, 1976)[Reappointment][Outside][Independent]

Career summary and positions
April 1999
December 2005
April 2011
October 2018
August 2019
June 2020[Tenure as Corporate
Auditor1

Joined TOKAI CORPORATION
Joined Ernst & Young ShinNihon LLC
Registered as a certified public accountant
Joined Cool Japan Fund Inc.
Established Kosuke Suzuki Certified Public
Accountant Office (to present)
Outside Corporate Auditor, the Company (topresent)[Significant concurrent positions](as of the conclusion ofNonethis General Meeting)]
4 years

Number ofshares of theCompany held–

[Attendance at theBoard of Directors
meetings]
100% (20/20)[Reason for nomination as candidate for Outside Corporate Auditor]
The Company has renominated Mr. Kosuke Suzuki as a candidate for Outside Corporate Auditor because it
expects him to reflect his extensive experience at an auditing firm and expertise as a certified public
accountant in the auditing of the Company. Although he has no experience in being directly involved incorporate management, the Company has judged that he will be capable of appropriately performing his
duties as an Outside Corporate Auditor for the above reasons.

- 16 -

No.

Name(Date of birth)

Career summary and positions
April 1982

2

Joined the Japan Chamber of Commerce andIndustry
October 1986
Joined Daiwa Securities Co., Ltd.
April 2002
General Manager of Public Offering
Underwriting Department, Daiwa Securities
SMBC Co., Ltd. (currently Daiwa Securities
Co., Ltd.)
Tamaki Shibayama
April
2007
General Manager of Osaka Public Offering(November 28, 1959)
Underwriting Department, Daiwa Securities
SMBC Co., Ltd.
[Reappointment]
April
2009
General Manager of Underwriting Department,[Outside]
Daiwa
Securities SMBC Co., Ltd.
[Independent]
October 2010
General Manager of Corporate Auditor’s Office,Daiwa Securities Capital Markets Co. Ltd.
[Tenure as Corporate(currently Daiwa Securities Co., Ltd.)
Auditor
General Manager of Corporate Clients Banking(as of the conclusion of April 2011
Department (VII), Daiwa Securities Capital
this General Meeting)]
Markets Co., Ltd.
4 years
April 2015
Full-time Auditor, Daiwa Real Estate Asset[Attendance at theManagement Co., Ltd.
Board of Directors April 2015
Auditor, Daiwa Investor Relations Co., Ltd.
meetings]
April 2015
Corporate Auditor, Daiwa Fund Consulting Co.,
100% (20/20)
Ltd.
June 2020
Outside Corporate Auditor, the Company (topresent)
September 2020 Full-time Corporate Auditor, AIQ Inc. (topresent)

Number ofshares of theCompany held–

[Significant concurrent positions]
Full-time Corporate Auditor, AIQ Inc.
[Reason for nomination as candidate for Outside Corporate Auditor]
The Company has renominated Mr. Tamaki Shibayama as a candidate for Outside Corporate Auditor
because it expects him to reflect his achievements at financial institutions and extensive experience ascorporate auditor in the auditing of the Company. As he has abundant know-how and skills required forauditing, the Company has judged that he will be capable of appropriately performing his duties as an
Outside Corporate Auditor.

- 17 -

(Notes) 1. There are no special interests between each candidate for Corporate Auditor and the Company.
2. Mr. Kosuke Suzuki and Mr. Tamaki Shibayama are candidates for Outside Corporate Auditors.
3. Mr. Kosuke Suzuki and Mr. Tamaki Shibayama are currently Outside Corporate Auditors of theCompany and will have served as such for four (4) years as of the conclusion of this General Meeting.
4. The Company has concluded an agreement with Mr. Kosuke Suzuki and Mr. Tamaki Shibayama tolimit their liability for damages provided for in Article 423, Paragraph 1 of the Companies Act tothe amount stipulated in Article 425, Paragraph 1 of the same Act. If each of them is reelected, theCompany plans to continue said agreement.
5. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany stipulated in Article 430-3, Paragraph 1 of the Companies Act to enable the insured to
fully perform his/her expected roles. Under the insurance agreement, damages, legal costs, etc. that
may be incurred by the insured due to claims for damages by the Company, shareholders, employees,
or other third parties, being filed arising due to acts (including omissions) taken by the insured inperforming his/her duties as officers of the Company. However, the Company has taken measures
to ensure the appropriateness of the execution of duties by officers by excluding coverage forliability damages, etc. arising from the officer’s criminal acts as bribery or intentional fraudulent
acts. Directors, Corporate Auditors, and Executive Officers of the Company and its subsidiaries are
insured under this insurance agreement, and the insurance premiums for all insureds are fully borneby the Company, including riders. If each of candidates for Corporate Auditors is elected andassumes office, he/she will be included in the insured of this insurance agreement. The Company
plans to renew the insurance agreement with the same details during their terms of office.
6. The Company has notified the Tokyo Stock Exchange of Mr. Kosuke Suzuki and Mr. Tamaki
Shibayama as independent officers pursuant to the regulations of the Exchange, and they willcontinue to serve as independent officers if they are reelected.

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<Reference> Skill Matrix
The skill matrix of Directors and Corporate Auditors, if Proposal 2 and Proposal 3 are approved, will be as
follows:
Expected skills, etc.
Name

Age

Positions

Business Strategy Business
Finance/management planning knowledge Accounting

Masayuki Sugita

66

Director○○○

Hironori Tsudo

51

Director○○○

Yoichi Haraguchi

62

Director○○○

Toshihiro Shimizu

58

Director○○○

Hiroshi Tanabe

58

Director○○○

Shinya Suzuki

67

○

○

○

Takashi Kokubo

50

Kiyohito Hamada

66

Jun Tamura

74

Etsuko Kakehi

67

Takashi Mori

56

Kosuke Suzuki

48

Hidenori Nakagawa

56

Mikiharu Noma49

Tamaki Shibayama

64

OutsideDirector
OutsideDirector
OutsideDirector
OutsideDirector
OutsideDirector
Full-time
Corporate
AuditorOutsideCorporate
AuditorOutsideCorporate
AuditorOutsideCorporate
AuditorOutsideCorporate
Auditor

DX/IT

○

○
○
○
○
○

○

Sustainability
/ESG

○

○
○

Legal affairs/
Riskmanagement

○

○
○

○

○
○

○

○

○

○

○

○

○
○

○

○

○

○
○

○
○

(Notes) 1. Ages and positions are as of the conclusion of the Annual General Meeting of Shareholders on June27, 2024.
2. The above does not include all specializations and knowledge held by Directors and Corporate
Auditors.

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