This document has been translated from the Japanese original for reference purposes only. In the event ofany 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: 9070
June 6, 2024
(Date of commencement of measures for electronic provision: June 4, 2024)
To Shareholders with Voting Rights:
Kazuo Takata
President and Representative
Director
TONAMI HOLDINGS CO., LTD.
2-12, Showa-machi 3-chome,
Takaoka, Toyama Prefecture

NOTICE OF
THE 104th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would also like to express our heartfelt sympathies to everyone affected by the recent Noto
Peninsula Earthquake, and we pray for the earliest possible recovery of affected areas.
We hereby inform you that the 104th Ordinary General Meeting of Shareholders of TONAMI
HOLDINGS CO., LTD. (the “Company”) will be held as described below.
We have adopted measures for the electronic provision of information for this General Meeting of
Shareholders. The matters to be provided in electronic format are posted on the Internet websites shown
below as “Notice of the 104th Ordinary General Meeting of Shareholders” and “The 104th Ordinary
General Meeting of Shareholders and Other Matters Subject to Measures for Electronic Provision(Matters for Which Document Delivery is Omitted).”The Company’s website:
https://www.tonamiholdings.co.jp/english.html
In addition to the above, the information is also posted on the following Internet website.
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website shown above, enter the Company’s name (TONAMI
HOLDINGS) or securities code (9070) to search, and click “Basic information” then “Documents for
public inspection/PR information” to view.
If you will not be attending on the day of the meeting, you can exercise your voting rights in advancevia the Internet or in writing. In exercising your voting rights in advance, please review the Reference
Documents for the General Meeting of Shareholders listed below and exercise your voting rights
following the instructions below by 5:30 p.m. Japan time on Tuesday, June 25, 2024.

-1-1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time

2. Place:

4th Floor Hall in the Company’s Head Office,2-12, Showa-machi 3-chome, Takaoka, Toyama Prefecture

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 104th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the independent auditors and the Board of Corporate
Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 104th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight Directors (Excluding Directors Who Are Audit andProposal 3:
Supervisory Committee Members)
Election of Four Directors Who Are Audit and Supervisory Committee
Proposal 4:
Members
Election of One Substitute Director Who Is an Audit and Supervisory
Proposal 5:
Committee Member
Determination of the Amount of Compensation for Directors (Excluding
Proposal 6:
Directors Who Are Audit and Supervisory Committee Members)
Determination of the Amount of Compensation for Directors Who Are Audit
Proposal 7:
and Supervisory Committee Members
Determination of Compensation for the Granting of Restricted Stock to
Proposal 8:
Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members and Outside Directors)
1. If you are attending on the day of the meeting, please submit the enclosed voting rights exercise form
to the reception desk at the venue.
2. Among the matters subject to electronic provision measures, the following items are not included in
the documents delivered to shareholders who have requested delivery, based on laws and regulations
as well as the Company’s Articles of Incorporation. Moreover, the Corporate Auditors andindependent auditors audit the documents subject to audit, including the following items.
 “Consolidated Statement of Changes in Net Assets” and “Consolidated Notes” in theConsolidated Financial Statements
 “Statement of Changes in Net Assets” and “Non-Consolidated Notes” in the Nonconsolidated Financial Statements
3. In the event of revisions to the matters subject to electronic provision measures, the details of therevisions will be posted on each website above.
4. Please note that we will not be providing any souvenirs for attendees of the General Meeting of
Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company positions the return of profits to shareholders as one of its important management policies,
and the Company’s basic policy is to pay stable dividends while taking business performance and statusof cash flows, etc. into consideration.
Regarding the year-end dividend for the fiscal year under review, the Company would like to pay a
dividend of 70 yen per share, taking into consideration future business performance and the financial
situation.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount thereof
70 yen per share of the Company’s common stock
Total: 634,823,210 yen(3) Effective date for the dividend of surplus
June 27, 2024

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) The Company would like to transition from a company with a Board of Corporate Auditors to acompany with an Audit and Supervisory Committee in order to strengthen the supervisory
function of the Board of Directors and further enhance corporate governance through thestrengthening of the monitoring system by appointing Audit and Supervisory Committee
Members, who are responsible for auditing the execution of duties by Directors, as members of
the Board of Directors. The Company will make the necessary changes for the transition to acompany with an Audit and Supervisory Committee, including the establishment of new
regulations regarding Directors who are Audit and Supervisory Committee Members and the
Audit and Supervisory Committee, and the deletion of regulations regarding Corporate Auditors
and the Board of Corporate Auditors.
(2) In order to continue to welcome useful human resources as Directors, a change will be made as
per Article 31, Paragraph 2 of the proposed amendments to enable the conclusion of liability
limitation contracts with Directors other than executive Directors, etc. The consent of each
Corporate Auditor has been obtained for this change.
(3) In order to flexibly implement capital and dividend policies, Article 42 of the proposed
amendments will be newly established to the effect that dividends of surplus, etc. may be madeby resolution of the Board of Directors.
(4) In addition, necessary changes such as wording corrections will be made in line with each of theabove changes.
2. Details of the amendments
The details of the amendments are as follows.
The amendments to the Articles of Incorporation related to this proposal will become effective at theconclusion of this General Meeting of Shareholders.

Current Articles of Incorporation
Chapter I General Provisions
Articles 1 to 3
(Omitted)(Organizational Bodies)
Article 4
The Company shall have thefollowing organizational bodies in
addition to the General Meeting of
Shareholders and Directors.
(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Independent auditors
Article 5 (Omitted)
Chapter II Shares
Article 6 (Omitted)(Acquisition of Treasury Shares)
Article 7
Pursuant to the provisions ofArticle 165, Paragraph 2 of the-4-(Amended parts are underlined.)
Proposed Amendments
Chapter I General Provisions
Articles 1 to 3
(Unchanged)(Organizational Bodies)
Article 4
The Company shall have thefollowing organizational bodies in
addition to the General Meeting of
Shareholders and Directors.
(1) Board of Directors(Deleted)(2) Audit and Supervisory Committee(3) Independent auditors
Article 5 (Unchanged)
Chapter II Shares
Article 6 (Unchanged)(Deleted)

Current Articles of Incorporation
Companies Act, the Company may
acquire treasury shares byresolution of the Board of
Directors.
Articles 8 to 11(Omitted)
Chapter III General Meeting of Shareholders
Articles 12 to 16 (Omitted)(Minutes of General Meeting of Shareholders)
Article 17 The details and results ofproceedings at the General
Meeting of Shareholders, as wellas other matters stipulated by law,shall be entered or recorded in theminutes of the meeting, and thechairman and the Directors inattendance shall sign and affix
their seals or electronic signatures
to the minutes, which shall be
stored in the Company.
Articles 18 (Omitted)
Chapter IV Directors and Board of Directors(Number of Directors)
Article 19 The Company shall have no morethan 17 Directors.

(Election)
Article 20

Directors shall be elected at theGeneral Meeting of Shareholders.

2. The resolution for election set
forth in the preceding paragraphshall be made by a majority votein the presence of shareholders
holding one-third or more of thevoting rights of shareholders-5-

Proposed Amendments

Articles 7 to 10(Unchanged)
Chapter III General Meeting of Shareholders
Articles 11 to 15 (Unchanged)(Minutes of General Meeting of Shareholders)
Article 16 The details and results ofproceedings at the General
Meeting of Shareholders, as wellas other matters stipulated by law,shall be entered or recorded in theminutes of the meeting.

Articles 17 (Unchanged)
Chapter IV Directors and Board of Directors(Number of Directors)
Article 18 The Company shall have no morethan 12 Directors (excluding
Directors who are Audit andSupervisory Committee
Members).
2. The Company shall have no morethan six Directors who are Audit
and Supervisory Committee
Members.
(Election)
Article 19 Directors shall be elected at theGeneral Meeting of Shareholders,distinguishing between Directors
who are Audit and Supervisory
Committee Members and other
Directors.
2. (Unchanged)

Current Articles of Incorporation
eligible to exercise their voting
rights.
(Newly established)

Proposed Amendments

3.

(Newly established)

4.

3. Resolutions for the election of
Directors shall not be conductedby cumulative voting.
(Term of Office)
Article 21 The term of office of each of the
Directors shall expire at the closeof the Ordinary General Meetingof Shareholders held for the lastbusiness year ending within two
years from assumption of office.

5.

2.

The term of office of a Director
appointed to increase the number
of Directors or to fill a vacancy
shall continue until the term ofoffice of the incumbent Director
expires.

-6-

Pursuant to the provisions ofArticle 329, Paragraph 3 of theCompanies Act, the Company may
appoint substitute Directors who
are Audit and Supervisory
Committee Members at theGeneral Meeting of Shareholders
to prepare for a case in which thenumber of Directors who are Audit
and Supervisory Committee
Members falls below the number
stipulated by law.
The period in which a resolution
regarding the appointment of a
substitute Director who is an Audit
and Supervisory Committee
Member as set forth in thepreceding paragraph is effective
shall be until the start of theOrdinary General Meeting of
Shareholders held for the lastbusiness year ending within two
years from the resolution.
(Unchanged)(Term of Office)
Article 20 The term of office of each of the
Directors (excluding Directors
who are Audit and Supervisory
Committee Members) shall expire
at the close of the Ordinary
General Meeting of Shareholders
held for the last business year
ending within one year fromassumption of office.
(Deleted)

Current Articles of Incorporation(Newly established)(Newly established)(Board of Directors)
Article 22 In addition to matters stipulated bylaws and regulations or the
Articles of Incorporation, theBoard of Directors decides on theexecution of the Company’sbusiness.
(Convening of Board of Directors Meetings)
Article 23 The Board of Directors isconvened and chaired by the
President and Director. If the-7-

Proposed Amendments
2. The term of office of each of the
Directors who are Audit andSupervisory Committee Members
shall expire at the close of theOrdinary General Meeting of
Shareholders held for the lastbusiness year ending within two
years from assumption of office.
3. The term of office of Directors
who are Audit and Supervisory
Committee Members elected to filla vacancy caused by the
resignation of Directors who are
Audit and Supervisory Committee
Members prior to the expiry ofsuch Directors’ term of office shall
expire at the time the term ofoffice of their predecessor expires.
However, if a substitute Director
who is an Audit and Supervisory
Committee Member appointed
pursuant to Paragraph 3 of thepreceding article assumes office asa Director who is an Audit andSupervisory Committee Member,the term of office of said substitute
Director who is an Audit andSupervisory Committee Member
shall not exceed the time of theclose of the Ordinary General
Meeting of Shareholders held forthe last business year ending
within two years from assumptionof office.
(Board of Directors)
Article 21 (Unchanged)(Convening of Board of Directors Meetings)
Article 22 The Board of Directors isconvened and chaired by the
President and Director. If theCurrent Articles of Incorporation
President and Director has anaccident, the provisions of Article
14, Paragraph 2 shall apply
mutatis mutandis.
2. Notice of convocation of a Boardof Directors meeting shall be sent
to each Director and each
Corporate Auditor at least threedays prior to the meeting date.
However, this period may be
shortened in case of urgent need.
3. A Board of Directors meeting may
be held without going through theconvocation procedure if all
Directors and Corporate Auditors
are in agreement.
(Method of Adopting Resolutions of the Boardof Directors)
Article 24 Resolutions of the Board of
Directors shall be made by amajority vote of the Directors inattendance, with a majority of the
Directors who are able toparticipate in resolutions present.
(Newly established)(Omission of Resolution by the Board of
Directors)
Article 25 When all Directors agree to a
resolution of the Board of
Directors in writing orelectronically, the Company shalldeem such resolution as having
been approved by the Board of-8-

Proposed Amendments
President and Director has anaccident, the provisions of Article
13, Paragraph 2 shall apply
mutatis mutandis.
2. Notice of convocation of a Boardof Directors meeting shall be sent
to each Director at least three days
prior to the meeting date.
However, this period may be
shortened in case of urgent need.
3.

A Board of Directors meeting may
be held without going through theconvocation procedure if all
Directors are in agreement.

(Method of Adopting Resolutions of the Boardof Directors)
Article 23 (Unchanged)(Delegation of Decision-making on Important
Business Executions)
Article 24 Notwithstanding Article 21 andpursuant to the provisions ofArticle 399-13, Paragraph 6 of theCompanies Act, the Company
may, by resolution of the Board of
Directors, delegate to Directors allor part of the authority ofdecision-making on importantbusiness executions (excluding
matters listed in each Item of
Paragraph 5 of the same Article).
(Omission of Resolution by the Board of
Directors)
Article 25 When all Directors agree to a
resolution of the Board of
Directors in writing orelectronically, the Company shalldeem such resolution as having

Current Articles of Incorporation
Directors. However, this shall not
apply if a Corporate Auditor has
raised an objection.
(Minutes of Board of Directors Meetings)
Article 26 The details and results ofproceedings at the Board of
Directors meeting, as well as othermatters stipulated by law, shall beentered or recorded in the minutesof the meeting, and the Directors
and Corporate Auditors inattendance shall sign and affix
their seals or electronic signatures
to the minutes, which shall be
stored in the Company.
(Directors with Special Titles andRepresentative Directors)
Article 27 The Board of Directors may, by its
resolution, elect one Chairman and
Director, one President andDirector, and one or more Vice
Presidents and Directors, Senior
Managing Directors, andManaging Directors.
2. The Chairman and Director and
the President and Director each
represent the Company.
(Advisors and Consultants)
Article 28 The Board of Directors may, by its
resolution, appoint advisors andconsultants.
(Compensation)
Article 29 The compensation, bonuses, andother financial benefits that
Directors receive from theCompany as consideration for the
execution of their duties(hereinafter “compensation”) shallbe determined by resolution of theGeneral Meeting of Shareholders.

(Board of Directors Regulations)-9-

Proposed Amendments
been approved by the Board of
Directors.
(Minutes of Board of Directors Meetings)
Article 26 The details and results ofproceedings at the Board of
Directors meeting, as well as othermatters stipulated by law, shall beentered or recorded in the minutesof the meeting, and the Directors
in attendance shall sign and affix
their seals or electronic signatures
to the minutes, which shall be
stored in the Company.
(Directors with Special Titles andRepresentative Directors)
Article 27 (Unchanged)(Advisors and Consultants)
Article 28 (Unchanged)(Compensation)
Article 29 The compensation, bonuses, andother financial benefits that
Directors receive from theCompany as consideration for the
execution of their duties shall be
determined by resolution of theGeneral Meeting of Shareholders,distinguishing between Directors
who are Audit and Supervisory
Committee Members and other
Directors.
(Board of Directors Regulations)Current Articles of Incorporation
Article 30 Matters concerning the Board of
Directors shall be governed bylaws and regulations, these
Articles of Incorporation, and theBoard of Directors Regulations
established by the Board of
Directors.
(Exemption from Directors’ Liability)
Article 31 The Company may, by resolutionof the Board of Directors, exempt
Directors (including former
Directors) from liability under
Article 423, Paragraph 1 of theCompanies Act, within the limits
stipulated by law, if the Directors
act in good faith and are notgrossly negligent.
2. The Company may enter into acontract with Outside Directorsthat limits Outside Directors’
liability under Article 423,
Paragraph 1 of the Companies Act
to the total amount set forth ineach Item of Article 425,
Paragraph 1 of the Companies Act.
Chapter V Corporate Auditors and Board of
Corporate Auditors(Number of Corporate Auditors)
Article 32 The Company shall have no morethan six Corporate Auditors.
(Election)
Article 33 Corporate Auditors shall beelected at the General Meeting of
Shareholders.
2. The resolution for election set
forth in the preceding paragraphshall be made by a majority votein the presence of shareholders
holding one-third or more of thevoting rights of shareholders
eligible to exercise their voting
rights.
3. Pursuant to the provisions ofArticle 329, Paragraph 3 of the- 10 -

Article 30

Proposed Amendments(Unchanged)(Exemption from Directors’ Liability)
Article 31 (Unchanged)

2.

The Company may enter into acontract with Directors (excluding
those who are executive Directors,etc.) that limits Directors’ liability
under Article 423, Paragraph 1 of
the Companies Act to the total
amount set forth in each Item of
Article 425, Paragraph 1 of theCompanies Act.
(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation
Companies Act, the Company may
appoint substitute Corporate
Auditors at the General Meeting of
Shareholders to prepare for a casein which the number of Corporate
Auditors falls below the number
stipulated by law.
4. The period in which a resolution
regarding the appointment of a
substitute Corporate Auditor as set
forth in the preceding paragraph iseffective shall be until the start of
the Ordinary General Meeting of
Shareholders held for the lastbusiness year ending within four
years from the resolution.
(Term of Office)
Article 34 The term of office of each of the
Corporate Auditors shall expire at
the close of the Ordinary General
Meeting of Shareholders held forthe last business year ending
within four years from assumptionof office.
2. The term of office of Corporate
Auditors elected to fill a vacancy
caused by the resignation of
Corporate Auditors prior to the
expiry of such Corporate Auditors’
term of office shall expire at thetime the term of office of theirpredecessor expires. However, if asubstitute Corporate Auditor
appointed pursuant to Paragraph 3of the preceding article assumes
office as a Corporate Auditor, theterm of office of said substituteCorporate Auditor shall not exceed
the time of the close of theOrdinary General Meeting of
Shareholders held for the lastbusiness year ending within four
years from assumption of office.
(Full-time Corporate Auditors)- 11 -

Proposed Amendments(Deleted)(Deleted)

Current Articles of Incorporation
Article 35 The Board of Corporate Auditors
shall select full-time Corporate
Auditors by its resolution.
(Board of Corporate Auditors)
Article 36 In addition to matters stipulated bylaws and regulations, the Articles
of Incorporation, and the Board of
Corporate Auditors Regulations,
the Board of Corporate Auditors
decides on the Company’s audit
policies, methods of investigating
the status of operations and assets,
and other matters related to the
execution of duties by the
Corporate Auditors.
(Convening of Board of Corporate Auditors
Meetings)
Article 37 Notice of convocation of a Boardof Corporate Auditors meetingshall be sent to each Corporate
Auditor at least three days prior tothe meeting date. However, thisperiod may be shortened in case ofurgent need.
2. A Board of Corporate Auditors
meeting may be held without
going through the convocation
procedure if all Corporate
Auditors are in agreement.
(Method of Adopting Resolutions of the Board
Corporate Auditors)
Article 38 Resolutions of the Board of
Corporate Auditors shall be madeby a majority vote of the
Corporate Auditors, unlessotherwise specified by law.
(Minutes of Board of Corporate Auditors
Meetings)
Article 39 The details and results ofproceedings at the Board of
Corporate Auditors meeting, as
well as matters stipulated by law,shall be entered or recorded in theminutes of the meeting, and the
Corporate Auditors in attendance- 12 -

Proposed Amendments(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation
shall sign and affix their seals orelectronic signatures to theminutes, which shall be stored in
the Company.
(Compensation)
Article 40 Compensation for Corporate
Auditors shall be determined byresolution of the General Meetingof Shareholders.
(Board of Corporate Auditors Regulations)
Article 41 Matters concerning the Board of
Corporate Auditors shall begoverned by laws and regulations,these Articles of Incorporation,and the Board of Corporate
Auditors Regulations establishedby the Board of Corporate
Auditors.
(Exemption from Corporate Auditors’ Liability)
Article 42 The Company may, by resolutionof the Board of Directors, exempt
Corporate Auditors (including
former Corporate Auditors) fromliability under Article 423,
Paragraph 1 of the Companies Act,
within the limits stipulated by law,
if the Corporate Auditors act ingood faith and are not grossly
negligent.
2. The Company may enter into acontract with Outside Corporate
Auditors that limits Outside
Corporate Auditors’ liability under
Article 423, Paragraph 1 of theCompanies Act to the total amountset forth in each Item of Article
425, Paragraph 1 of theCompanies Act.
(Newly established)(Newly established)- 13 -

Proposed Amendments(Deleted)(Deleted)(Deleted)

Chapter V Audit and Supervisory Committee(Full-time Audit and Supervisory Committee
Members)
Article 32 The Audit and Supervisory
Committee may select full-time
Audit and Supervisory Committee
Members by its resolution.

Current Articles of Incorporation(Newly established)

Proposed Amendments(Audit and Supervisory Committee)
Article 33 In addition to matters stipulated bylaws and regulations, the Articles
of Incorporation, and the Audit
and Supervisory Committee
Regulations, the Audit andSupervisory Committee decides on
the Company’s audit policies,
methods of investigating the statusof operations and assets, and othermatters related to the execution ofduties by the Audit andSupervisory Committee.
(Convening of Audit and Supervisory
Committee Meetings)
Article 34 Notice of convocation of Audit
and Supervisory Committee
meeting shall be sent to each Audit
and Supervisory Committee
Member at least three days prior tothe meeting date. However, thisperiod may be shortened in case ofurgent need.
2. An Audit and Supervisory
Committee meeting may be held
without going through theconvocation procedure if all Audit
and Supervisory Committee
Members are in agreement.
(Method of Adopting Resolutions of the Audit
and Supervisory Committee)
Article 35 Resolutions of the Audit andSupervisory Committee shall bemade by a majority vote of the
Audit and Supervisory Committee
Members in attendance, with amajority of the Audit andSupervisory Committee Members
who are able to participate inresolutions present, unlessotherwise specified by law.
(Minutes of Audit and Supervisory Committee
Meetings)
Article 36 The details and results ofproceedings at the Audit and(Newly established)(Newly established)(Newly established)- 14 -

Current Articles of Incorporation(Newly established)

Chapter VI Independent Auditors
Articles 43 to 45 (Omitted)
Chapter VII Accounts(Business Year and Accounting Period)
Article 46 The business year of the Company
shall be one year from April 1 ofeach year to March 31 of thefollowing year.
(Newly established)(Record Date for Dividends of Surplus)
Article 47 The record date for year-end
dividends of the Company shall be
March 31 of each year.
(Newly established)- 15 -

Proposed Amendments
Supervisory Committee meeting,as well as matters stipulated bylaw, shall be entered or recorded in
the minutes of the meeting, and
the Audit and Supervisory
Committee Members in attendanceshall sign and affix their seals orelectronic signatures to theminutes, which shall be stored in
the Company.
(Audit and Supervisory Committee
Regulations)
Article 37 Matters concerning the Audit andSupervisory Committee shall begoverned by laws and regulations,these Articles of Incorporation,and the Audit and Supervisory
Committee Regulations
established by the Audit andSupervisory Committee.
Chapter VI Independent Auditors
Articles 38 to 40 (Unchanged)
Chapter VII Accounts(Business Year and Accounting Period)
Article 41 (Unchanged)(Decision-Making Body for Dividends ofSurplus, etc.)
Article 42 The Company may determine
matters stipulated in each item of
Article 459, Paragraph 1 of theCompanies Act, such as dividendsof surplus, by resolution of theBoard of Directors, unlessotherwise specified by law.
(Record Date for Dividends of Surplus)
Article 43 (Unchanged)2.

The record date for interim
dividends of the Company shall be
September 30 of each year.

Current Articles of Incorporation
2. In addition to the preceding
paragraph, a record date may be
set to distribute surplus.
(Interim Dividends)
Article 48 The Company may, by resolutionof the Board of Directors, payinterim dividends with September
30 of each year as the record date.
(Period of Exclusion for Dividends)
Article 49 When the dividend property iscash, the Company shall be
exempted from its payment
obligation if payment is still notreceived even after three years
have passed from the date ofcommencement of payment.
(Newly established)(Newly established)- 16 -

Proposed Amendments
3. In addition to the preceding two
paragraphs, a record date may be
set to distribute surplus.
(Deleted)(Period of Exclusion for Dividends)
Article 44 (Unchanged)

Supplementary Provisions(Transitional Measures Regarding Corporate
Auditors’ Exemption from Liability)
The Company may, by resolution of theBoard of Directors, exempt Corporate Auditors(including former Corporate Auditors) fromliability regarding actions taken prior to theconclusion of the 104th Ordinary General
Meeting of Shareholders under Article 423,
Paragraph 1 of the Companies Act, within thelimits stipulated by law, if the Corporate
Auditors act in good faith and are not grossly
negligent.

Proposal 3:

Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed,
the Company will become a company with an Audit and Supervisory Committee, and all eight Directors
will retire at the end of their terms of office as of the effective date of the amendments to the Articles ofIncorporation. Accordingly, the Company proposes the election of eight Directors (excluding Directors
who are Audit and Supervisory Committee Members; the same applies hereinafter in this proposal) after
the transition to a company with an Audit and Supervisory Committee.
This proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal 2 “Partial Amendments to the Articles of Incorporation” become effective.
The candidates for Director are as follows.

No.

Name

Current positions and responsibilities at theCompany

Attendanceat theBoard ofDirectors
meetings

1

Kazuo Takata[Reappointment][Male]

President and Representative Director

12/12

2

Kazuya Takata[Reappointment][Male]

Director
In charge of Logistics Strategy

9/9

12/12

3

Masaaki Sato

[Reappointment][Male]

Director
In charge of Business Administration GroupManager of President’s Office
In charge of Internal Control

4

Tetsuya Ojima[Reappointment][Male]

Director
In charge of Business Planning GroupManager of Business Strategy Office

9/9

5

Koji Takayanagi[Reappointment][Male]

Director
In charge of Human Resource Management
Group

9/9

Director

12/12

Director

12/12

Director

12/12

6

7

8

[Reappointment][Male]
Shinichiro Inushima[Outside][Independent][Reappointment][Male]
Nobuya Hayamizu[Outside][Independent][Reappointment][Male]
Chiaki Kasai[Outside][Independent]- 17 -

No.

Name(Date of birth)
Kazuo Takata(March 14, 1956)[Male][Reappointment]

1

2[Attendance at theBoard of Directors
meetings]
12/12

Career summary, positions, responsibilities,
and significant concurrent positions
June 1983
June 2007
October 2008
June 2017
January 2023

Joined TONAMI TRANSPORTATION CO., LTD.
Director and Senior Executive Officer, TONAMI
TRANSPORTATION CO., LTD.
Director, the Company
Senior Managing Director, the Company
President and Representative Director, theCompany (to present)

Number ofshares of theCompany held

9,759

[Significant concurrent positions]
President and Representative Director, TONAMI
TRANSPORTATION CO., LTD.
Chairman, TOYAMA TRUCKING ASSOCIATION[Reason for nomination as candidate for Director]
Mr. Kazuo Takata has extensive experience and insight in the business planning and business strategy
departments, and he appropriately fulfills his role in making important management decisions and supervisingbusiness execution. He has served as President and Representative Director of the Company since January2023, and the Company has judged that he is qualified to promote the management of the Group and further
strengthen corporate governance in order to realize the management philosophy. Therefore, the Company
requests his reelection as Director.
Kazuya Takata
April 1986
Joined TONAMI TRANSPORTATION CO., LTD.
(March 14, 1964)
June 2015
Director and Senior Executive Officer, TONAMI
TRANSPORTATION CO., LTD.
June 2021
Managing Director, TONAMI[Male]
TRANSPORTATION
CO., LTD.
[Reappointment]
1,350
June 2023
Director, the Company
In charge of Logistics Strategy (to present)[Attendance at the[Significant concurrent positions]Board of Directors
Senior Managing Director, TONAMI TRANSPORTATION CO.,meetings]
LTD.
9/9[Reason for nomination as candidate for Director]
Mr. Kazuya Takata has extensive experience and insight regarding business expansion and business operationsin the 3PL business department, and he has been implementing the Group’s logistics strategy. The Company
has judged that he is qualified to carry out the Group’s logistics strategy in order to realize the management
philosophy, and therefore requests his reelection as Director.

- 18 -

No.

Name(Date of birth)
Masaaki Sato
(January 22, 1965)[Male][Reappointment]

3

4[Attendance at theBoard of Directors
meetings]
12/12

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
July 2013
June 2017
June 2019

Joined TONAMI TRANSPORTATION CO., LTD.
Executive Officer, the Company
Director and Senior Executive Officer, TONAMI
TRANSPORTATION CO., LTD.
Director, the Company
In charge of Business Administration Group,Manager of President’s Office, in charge ofInternal Control (to present)

Number ofshares of theCompany held

1,350

[Significant concurrent positions]
Senior Managing Director, TONAMI TRANSPORTATION CO.,LTD.
President and Representative Director, Tonami Business Service Co.,Ltd.
[Reason for nomination as candidate for Director]
Mr. Masaaki Sato has extensive experience and insight in the accounting and finance and general affairs
departments. The Company has judged that he is qualified to carry out the general management of the Group’s
administrative departments, promote sustainability, and implement the compliance system in order to realize theCompany’s management philosophy, and therefore requests his reelection as Director.
Tetsuya Ojima
April 1983
Joined Dai-Ichi Kangyo Bank (currently Mizuho
Bank, Ltd.)(May 22, 1958)
June 2013
Joined the Company, Executive Officer
June
2017
Director and Senior Executive Officer, TONAMI[Male]
TRANSPORTATION
CO., LTD.
[Reappointment]
550
June 2023
Director, the Company
In charge of Business Administration Group,[Attendance at theManager of Business Strategy Office (to present)
Board of Directors[Significant concurrent positions]
meetings]
Managing Director, TONAMI TRANSPORTATION CO., LTD.
9/9
[Reason for nomination as candidate for Director]
Mr. Tetsuya Ojima has utilized his experience and knowledge at a financial institution to promote important
projects in the business planning department, such as general corporate legal affairs and M&As. The Company
has judged that he is qualified to carry out the Group’s business strategy by utilizing his wide range of work
experience and knowledge in order to realize the management philosophy, and therefore requests his reelection
as Director.

- 19 -

No.

Name(Date of birth)
Koji Takayanagi(September 21, 1965)

5

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984
October 2021
June 2022

Joined TONAMI TRANSPORTATION CO., LTD.
Executive Officer, the Company
Director and Senior Executive Officer, TONAMI
TRANSPORTATION CO., LTD. (to present)
Director, the Company
In charge of Human Resource Management Group(to present)[Male][Reappointment]

June 2023[Attendance at theBoard of Directors
meetings]
9/9[Significant concurrent positions]
Director and Senior Executive Officer, TONAMI
TRANSPORTATION CO., LTD.

Number ofshares of theCompany held

1,050

[Reason for nomination as candidate for Director]
Mr. Koji Takayanagi has extensive experience and insight related to personnel. The Company has judged that
he is qualified to carry out the Group’s overall human resources strategy in order to realize the management
philosophy, and therefore requests his reelection as Director.

- 20 -

No.

6

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Shinichiro Inushima(March 20, 1940)

April 1963
June 1996[Male][Reappointment][Outside][Independent]

June 1998[Attendance at theBoard of Directors
meetings]
12/12

June 2015

June 2002
June 2003

Joined THE HOKURIKU BANK, LTD.
Senior Managing Director, THE HOKURIKU
BANK, LTD.
Director and President, THE HOKURIKU BANK,LTD.
Special Advisor, THE HOKURIKU BANK, LTD.
Special Consultant, THE HOKURIKU BANK,
LTD.
Corporate Auditor, the Company
Director, the Company (to present)[Significant concurrent positions]
Outside Director (Member of the Audit and Supervisory Committee),
COSEL Co., Ltd.
[Special
interests with the candidate]
Number of years served
None
as Outside Director

Number ofshares of theCompany held0

(at the end of this
General Meeting of
Shareholders)
9 years[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Shinichiro Inushima has many years of experience at a financial institution, a wide range of experience andinsight in corporate management, and is well versed in the Company’s business activities. The Company
expects that he will appropriately carry out his duties, such as making decisions on important management
matters and supervising the execution of business, and therefore requests his reelection as Outside Director.
[Independence]
The Company has registered Mr. Inushima as an independent director as stipulated by the Tokyo Stock Exchange.
If this proposal is approved and Mr. Inushima is appointed as Outside Director, he will continue to be an
independent director.

- 21 -

No.

Name(Date of birth)
Nobuya Hayamizu(October 26, 1957)[Male][Reappointment][Outside][Independent][Attendance at theBoard of Directors
meetings]
12/12

7

Career summary, positions, responsibilities,
and significant concurrent positions
April 1990
April 1992
June 2021

Number ofshares of theCompany held

Registered as attorney (Tokyo Bar Association)
Joined Higuchi Law Office
Established Hayamizu Law Office (to present)
Director, the Company (to present)[Significant concurrent positions]
President, Hayamizu Law Office[Special interests with the candidate]
The Company has entered into a legal advisor contract with Mr.
Nobuya Hayamizu and pays him consulting fees and compensation
but the average of said amount for the past three fiscal years has beenless than 10 million yen, therefore there is no risk of a conflict ofinterest with general shareholders, and there is no impact on his
independence.

0

Number of years served
as Outside Director(at the end of this
General Meeting of
Shareholders)
3 years[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Nobuya Hayamizu has extensive experience and knowledge as an attorney. The Company expects that hewill utilize his deep insight as a legal expert to contribute to improving the Company’s management governancefrom an independent standpoint, and therefore requests his reelection as Outside Director.
[Independence]
The Company has registered Mr. Hayamizu as an independent director as stipulated by the Tokyo Stock
Exchange. If this proposal is approved and Mr. Hayamizu is appointed as Outside Director, he will continue to be
an independent director.

- 22 -

No.

Name(Date of birth)
Chiaki Kasai(December 15, 1953)

8

Career summary, positions, responsibilities,
and significant concurrent positions
April 1976

Number ofshares of theCompany held

Joined Industrial Bank of Japan (currently Mizuho
Bank, Ltd.)
Seconded to Takagi Seiko Corporation
President, Takagi Seiko Corporation
Chairman, Takagi Seiko Corporation
Director and Advisor, Takagi Seiko Corporation
Director, the Company (to present)[Male][Reappointment][Outside][Independent]

December 2002
October 2007
June 2014
June 2016
June 2022[Attendance at theBoard of Directors
meetings]
12/12[Significant concurrent positions]
None[Special interests with the candidate]
None0

Number of years served
as Outside Director(at the end of this
General Meeting of
Shareholders)
2 years[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Chiaki Kasai has many years of experience and insight in financial institutions and corporate management.
The Company expects that he will provide guidance and advice from an objective standpoint with regard to
appropriate decision-making by the Board of Directors and strengthening of management supervisory functions,and therefore requests his reelection as Outside Director.
[Independence]
The Company has registered Mr. Kasai as an independent director as stipulated by the Tokyo Stock Exchange. If
this proposal is approved and Mr. Kasai is appointed as Outside Director, he will continue to be an independent
director.

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Shinichiro Inushima was a Corporate Auditor of the Company in the past.
3. Mr. Shinichiro Inushima, Mr. Nobuya Hayamizu, and Mr. Chiaki Kasai are candidates for
Outside Director.
4. If Mr. Shinichiro Inushima, Mr. Nobuya Hayamizu and Mr. Chiaki Kasai are appointed as
Outside Directors, pursuant to the provisions of the Company’s Articles of Incorporation, theCompany will continue liability limitation contracts with each of them pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act, which limit liability fordamages under Article 423, Paragraph 1 of the same Act. The liability limit under thesecontracts is the minimum amount stipulated in Article 425, Paragraph 1 of the same Act.
5. The Company has concluded a Directors and Officers Liability Insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which
covers damages that may arise when insured Directors assume liability for the execution of
their duties or receive a claim related to the pursuit of such liability. If each candidate iselected and assumes office as Director, they will be included as an insured person under thisinsurance contract. Moreover, this insurance contract is scheduled to be updated with thesame content at the next time of renewal.

- 23 -

Proposal 4:

Election of Four Directors Who Are Audit and Supervisory Committee Members

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originallyproposed, the Company will become a company with an Audit and Supervisory Committee. Accordingly,
the election of four Directors who are Audit and Supervisory Committee Members is proposed.
The Board of Corporate Auditors has given its consent to this proposal.
This proposal shall take effect subject to amendments in the Articles of Incorporation under
Proposal 2 “Partial Amendments to the Articles of Incorporation” coming into effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

No.

1

2

3

4

Name

Current positions andresponsibilities at theCompany[New appointment]
Standing Corporate Auditor[Male][New appointment][Male]
Atsuki Matsumura
Corporate Auditor[Outside][Independent][New appointment][Male]
Corporate Auditor
Toshiyuki Oda[Outside][Independent][New appointment][Female]—Azusa Nakamura[Outside][Independent]
Yasuhiro Saegusa- 24 -

Attendance at
the Board of
Directors
meetings

Attendance at
the Board of
Corporate
Auditors
meetings

12/12

13/13

12/12

13/13

12/12

13/13

—

—

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Yasuhiro Saegusa(May 30, 1953)

March 1978
June 2011[Male][New appointment]

June 2017
June 2021[Attendance at theBoard of Directors
meetings]
12/12[Significant concurrent position]
Corporate Auditor, TONAMI TRANSPORTATION CO., LTD.

Number ofshares of theCompany held

Joined TONAMI TRANSPORTATION CO., LTD.
Director and Senior Executive Officer, TONAMI
TRANSPORTATION CO., LTD.
Director, the Company
Standing Corporate Auditor, the Company (topresent)
1,800[Attendance at theBoard of Corporate
Auditors meetings]
13/13[Reason for nomination as candidate for Director serving as an Audit and Supervisory Committee Member]
Mr. Yasuhiro Saegusa possesses abundant experience and insight gained through his engagement in corporate
planning and management of a Group company, which were judged to be beneficial in providing guidance on
the Company’s accounting operations and strengthening the supervisory function over the management. The
Company therefore requests that he is newly elected as a Director serving as an Audit and Supervisory
Committee Member.

- 25 -

No.

Name(Date of birth)
Atsuki Matsumura(November 7, 1949)

November 1974
September 1980

[Male][New appointment][Outside][Independent]

November 1982

[Attendance at theBoard of Directors
meetings]
12/12

February 2018

[Attendance at theBoard of Corporate
Auditors meetings]
13/13
2

Career summary, positions, responsibilities,
and significant concurrent positions[Years in office as
Outside Corporate
Auditor (at theconclusion of thismeeting)]
6 years and 4 months

November 2007

Number ofshares of theCompany held

Joined Yaesu Jimusho Audit Company (currently
Yaesu Audit & Co.)
Established Atsuki Matsumura Certified Public
Accountant & Certified Public Tax Accountant
OfficeJoined Tetsuzo Ota & Co. (currently Ernst &Young ShinNihon LLC)
Representative Director of Aozora Keiei K.K. (topresent)
Representative Partner of Aozora Keiei Certified
Public Tax Accountant Firm (to present)
Corporate Auditor, the Company (to present)[Significant concurrent positions]Representative Director of Aozora Keiei K.K.
Representative Partner of Aozora Keiei Certified Public Tax
Accountant Firm
Outside Director, ALBIS Co., Ltd.
[Special interests between the candidate and the Company]
The Company does not have an advisory contract in force with thecandidate. Although the Company requests Aozora Keiei, where heserves as Representative Partner, to perform due diligence and otherservices from time to time and pays compensation to Aozora Keiei inexchange for those services, an average of the amount of suchcompensation is less than 10 million yen in the past three fiscal years.
Therefore, the transaction poses no risk of conflict of interest withgeneral shareholders and does not affect his independence.

0[Reason for nomination as candidate for Outside Director serving as an Audit and Supervisory Committee
Member and overview of expected roles]
Mr. Atsuki Matsumura possesses insight into tax affairs, financial affairs, and accounting as a certified public
accountant and certified public tax accountant. It is expected his expertise will be beneficial in providing
guidance on the Company’s accounting operations and strengthening the supervisory function over the
management. The Company therefore requests that he is newly elected as an Outside Director serving as an
Audit and Supervisory Committee Member.
[Independence of the candidate]
The Company has registered Mr. Matsumura with the Tokyo Stock Exchange as an independent director as
stipulated by the Exchange. If this proposal is approved and resolved and he takes office as Outside Director, hewill continue to serve as an independent director.

- 26 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Toshiyuki Oda(December 5, 1955)

April 1978
July 2012[Male][New appointment][Outside][Independent]

July 2016[Attendance at theBoard of Directors
meetings]
12/12

June 2019

Number ofshares of theCompany held

Joined Tokyo Regional Taxation Bureau
District director of the Nanao tax office, Kanazawa
Regional Taxation Bureau
Joined Kazuteru Nakano Certified Public Tax
Accountant Office (to present)
Corporate Auditor, the Company (to present)[Significant concurrent position]
General Manager, Kazuteru Nakano Certified Public Tax Accountant
Office[Special interests between the candidate and the Company]
None[Attendance at theBoard of Corporate
Auditors meetings]
13/13
3[Years in office as
Outside Corporate
Auditor (at theconclusion of thismeeting)]
5 years[Reason for nomination as candidate for Outside Director serving as an Audit and Supervisory Committee
Member and overview of expected roles]
In addition to his abundant work experience at Taxation Bureaus, Mr. Toshiyuki Oda possesses expertise as acertified public tax accountant, which is expected to be beneficial in providing guidance on the Company’s
audits and strengthening the supervisory function over the management. The Company therefore requests that
he is newly elected as an Outside Director serving as an Audit and Supervisory Committee Member.
[Independence of the candidate]
The Company has registered Mr. Oda with the Tokyo Stock Exchange as an independent director as stipulatedby the Exchange. If this proposal is approved and resolved and he takes office as Outside Director, he willcontinue to serve as an independent director.

- 27 -

0

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
December 2011

Azusa Nakamura(February 1, 1970)[Female][New appointment][Outside][Independent]

4

January 2014
April 2024

Number ofshares of theCompany held

Registered as attorney at law (Toyama-ken bar
Association)
Joined Yamaguchi Law Office
Established Takaoka Tsubasa Law Office (topresent)
Vice Chair, Toyama-ken bar Association (topresent)0[Significant concurrent positions]Takaoka Tsubasa Law OfficeMember, Administrative Appeal Committee, Takaoka City
Vice Chair, Toyama-ken bar Association[Special interests between the candidate and the Company]
None[Reason for nomination as candidate for Outside Director serving as an Audit and Supervisory Committee
Member and overview of expected roles]
Ms. Azusa Nakamura is well-versed in corporate legal affairs in general and possesses abundant experience andknowledge as an attorney at law. She is expected to contribute to improving audits, etc. of the Company as aperson effective for diversifying the viewpoints of the management team, including the enhancement of the
management structure and promotion of diversity of the Board of Directors in terms of gender as well. The
Company therefore requests that she is newly elected as an Outside Director serving as an Audit andSupervisory Committee Member.
[Independence of the candidate]Ms. Nakamura meets the criteria for independent directors/auditors set forth by the Tokyo Stock Exchange. If
this proposal is approved and resolved and she takes office as Outside Director, the Company plans to register
her with the Exchange as an independent director.

Notes: 1. There are no special interests between the candidates and the Company.
2. Mr. Atsuki Matsumura, Mr. Toshiyuki Oda and Ms. Azusa Nakamura are candidates for
Outside Directors.
3. Pursuant to provisions in the Articles of Incorporation of the Company, the Company hasentered into a liability limitation agreement with each of Mr. Atsuki Matsumura and Mr.
Toshiyuki Oda to limit their liability for damages under Article 423, Paragraph 1 of theCompanies Act to a total of the amounts set forth in each item of Article 425, Paragraph 1 ofthe same Act. If they are elected at this Annual General Meeting of Shareholders, theCompany plans to continue with these agreements. If Ms. Azusa Nakamura takes office as
Outside Director, pursuant to provisions in the Articles of Incorporation of the Company, theCompany plans to enter into a liability limitation agreement with her based on Article 427,
Paragraph 1 of the Companies Act to limit her liability for damages under Article 423,
Paragraph 1 of the same Act. The amount of such liability for damages under the agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
4. Under Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a
directors and officers liability insurance contract with an insurance company, which covers
damages that may arise when a Director who is the insured assumes liability for the executionof his or her duties or receives a claim related to the pursuit of such liability. If the candidates
are elected and take office as Directors, they will be insured by the said insurance contract.

- 28 -

The Company plans to renew the insurance policy with the same terms and conditions when
it expires.

- 29 -

[Reference] Management structure (planned) after Proposal 3 and Proposal 4 are approved
Name
Kazuo
TakataKazuyaTakataMasaakiSato
TetsuyaOjima
Koji
Takayanagi
Shinichiro
Inushima
NobuyaHayamizu
Chiaki
Kasai
Yasuhiro
Saegusa
AtsukiMatsumuraToshiyuki
Oda
Azusa
Nakamura

Independent/
OutsideCorporate
management

Skills expected of candidates for Directors
HR/
Logistics/
Sustainability/
Finance/labortransportation
ESG
accounting
businessaffairs

○

○

○

○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

○

○
○

○
○

IT/
DX

○

○

○

Legal
affairs/ risk
management

○
○

○
○

○
○

○

○

○

○

○

○

○

- 30 -○○○

Proposal 5:

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originallyproposed, the Company will become a company with an Audit and Supervisory Committee. Accordingly,
to prepare for the case where the number of Directors who are Audit and Supervisory Committee
Members falls below the number required by laws and regulations, the election of one Substitute Director
Serving as Audit and Supervisory Committee Member is proposed.
The effectiveness of the election under this proposal may be cancelled by a resolution of the Boardof Directors with the consent of the Audit and Supervisory Committee, provided that it is before thecandidate takes office as Director serving as Audit and Supervisory Committee Member.
The Board of Corporate Auditors has given its consent to this proposal.
This proposal shall take effect subject to amendments in the Articles of Incorporation under
Proposal 2 “Partial Amendments to the Articles of Incorporation” coming into effect.
The candidate for Substitute Director Serving as Audit and Supervisory Committee Member is asfollows.
Name(Date of birth)

Career summary, positions
and significant concurrent positions
April 1985
May 1992

Norifumi Ishii(July 3, 1956)[Male][Outside][Independent]

April 2004
October 2006
June 2007
April 2010

Assistant judge
Registered as an attorney at law (Osaka Bar
Association)
Joined Osaka Nishi Sogo Law Office (currently
Legal Professional Corporation Osaka Nishi Sogo
Law Office) (to present)
Professor, Graduate School of Legal Studies, Kyoto
Sangyo University
Standing Director, National Lawyers Network for
Insolvency Disposition
Outside Corporate Auditor, NTN Corporation
Member of Civil Conciliation Committee, Osaka
District Court

Number ofshares of theCompany held

0

[Significant concurrent position]
Legal Professional Corporation Osaka Nishi Sogo Law Office[Reason for nomination as candidate for Substitute Director serving as an Audit and Supervisory Committee
Member and overview of expected roles]
Mr. Norifumi Ishii possesses many years of abundant work experience as an attorney at law and a high level of
insight into legal affairs, which are expected to be beneficial in providing guidance on the Company’s audits
and strengthening the supervisory function over the management. The Company therefore requests that he is
newly elected as a Substitute Outside Director serving as an Audit and Supervisory Committee Member.

Notes: 1. There are no special interests between the candidate Mr. Norifumi Ishii and the Company.
2. Mr. Norifumi Ishii is a candidate for Substitute Director serving as an Audit and Supervisory
Committee Member and meets the criteria for independent directors/auditors set forth by the
Tokyo Stock Exchange. If he takes office as Director serving as an Audit and Supervisory
Committee Member, the Company plans to register him with the Exchange as an independent
director.

- 31 -

3. Pursuant to provisions in the Articles of Incorporation of the Company, if Mr. Norifumi Ishii
takes office as Director serving as an Audit and Supervisory Committee Member, theCompany plans to enter into a liability limitation agreement with him based on Article 427,
Paragraph 1 of the Companies Act to limit his liability for damages under Article 423,
Paragraph 1 of the same Act. The amount of such liability for damages under the agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
4. Under Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a
directors and officers liability insurance contract with an insurance company, which covers
damages that may arise when a Director who is the insured assumes liability for the executionof his or her duties or receives a claim related to the pursuit of such liability. If the candidate
takes office as Director, he will be insured by the said insurance contract. The Company plansto renew the insurance policy with the same terms and conditions when it expires.

- 32 -

Proposal 6:

Determination of the Amount of Compensation for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)Compensation for Directors not exceeding 250 million yen per annum (not including compensation received in
the capacity of an employee, for Directors who serve concurrently as employees) was approved by the 86th
Annual General Meeting of Shareholders held on June 29, 2006. If Proposal 2, “Partial Amendments to the
Articles of Incorporation,” is approved as originally proposed, the Company will transition to a company with
an audit and supervisory committee. Accordingly, in view of recent economic conditions and othercircumstances, the Company requests approval for a maximum amount of compensation for Directors(excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter within
this proposal) after the transition of up to 250 million yen per annum (including up to 30 million yen per annum
for Outside Directors), and for the specific amount, timing, etc. of the payment of compensation to individual
Directors to be determined by resolution of the Board of Directors.
A summary of the content of the Company’s policy regarding decisions on the details of compensation for
individual Directors is presented in the Business Report (in Japanese only). At the meeting of the Board of
Directors to be held after the conclusion of this General Meeting of Shareholders, the Company plans to amend
the “Directors” subject to this policy to “Directors (excluding Directors who are Audit and Supervisory
Committee Members),” with no change to the substance of the policy. The amount of compensation under this
proposal is the amount to be paid as basic compensation based on the above policy, as amended, and is deemed
appropriate. This compensation does not include salary received in the capacity of an employee, for Directors
who serve concurrently as employees.
The Company currently has eight Directors. If Proposal 2, “Partial Amendments to the Articles ofIncorporation,” and Proposal 3, “Election of Eight Directors (Excluding Directors Who Are Audit andSupervisory Committee Members),” are approved as originally proposed, the Company will have eight
Directors (including three Outside Directors).
The effect of this proposal shall be conditional upon the amendments to the Articles of Incorporation set
forth in Proposal 2, “Partial Amendments to the Articles of Incorporation,” taking effect.

Proposal 7:

Determination of the Amount of Compensation for Directors Who Are Audit and Supervisory
Committee Members

If Proposal 2, “Partial Amendments to the Articles of Incorporation,” is approved as originally proposed, theCompany will transition to a company with an audit and supervisory committee. Accordingly, in view of recent
economic conditions and other circumstances, the Company requests approval for a maximum amount ofcompensation for Directors who are Audit and Supervisory Committee Members after the transition of up to
100 million yen per annum, and for the specific amount, timing, etc. of the payment of compensation toindividual Directors who are Audit and Supervisory Committee Members to be determined through discussion
between Directors who are Audit and Supervisory Committee Members. The amount of compensation under
this proposal is deemed appropriate in view of the duties and responsibilities of Directors who are Audit andSupervisory Committee Members.
If Proposal 2, “Partial Amendments to the Articles of Incorporation,” and Proposal 4, “Election of Four
Directors Who Are Audit and Supervisory Committee Members,” are approved as originally proposed, theCompany will have four Directors Who Are Audit and Supervisory Committee Members.
The effect of this proposal shall be conditional upon the amendments to the Articles of Incorporation set
forth in Proposal 2, “Partial Amendments to the Articles of Incorporation,” taking effect.

- 33 -

Proposal 8:

Determination of Compensation for the Granting of Restricted Stock to Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

If Proposal 2, “Partial Amendments to the Articles of Incorporation,” is approved as originally proposed, theCompany will transition to a company with an audit and supervisory committee.
The payment of compensation for the grant of restricted stock to Directors (excluding Outside Directors)
was approved by the 103rd Annual General Meeting of Shareholders held on June 29, 2023. With the transition
to a company with an audit and supervisory committee, the Company requests approval for the payment ofcompensation for the grant of restricted stock to Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors) after the transition. This compensation will be in addition to thecompensation limit set forth in Proposal 6, “Determination of the Amount of Compensation for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members).” The effect of the content of this
proposal shall be conditional upon the amendments to the Articles of Incorporation in Proposal 2, “Partial
Amendments to the Articles of Incorporation” coming into effect.
The aim of this proposal is to request renewed approval pursuant to the transition to a company with anaudit and supervisory committee. The substance of the proposed compensation remains the same as thatapproved by the 103rd Annual General Meeting of Shareholders held on June 29, 2023. The purposes ofproviding eligible Directors with incentives to sustainably enhance the Company’s corporate value andpromoting a greater level of shared value between eligible Directors and shareholders will remain unchanged
after the Company’s transition to a company with an audit and supervisory committee. Therefore, the Company
proposes to continue to operate the compensation plan for these purposes.
The total amount of monetary compensation paid for the grant of restricted stock to eligible Directors under
this proposal shall be no more than 25 million yen per annum, which is an amount deemed appropriate given
the purposes described above.
Eligible Directors shall receive common shares of the Company through issuance or disposal, in return forcontribution in kind of all monetary claims provided under this proposal, based on a resolution of the Board of
Directors. The total number of common shares of the Company to be issued or disposed of in this way shall not
exceed 2,500 shares, which is considered an appropriate number in view of the purposes stated above. (However,if the Company executes a stock split of its common shares, including the gratis allotment of the Company’scommon shares, or a stock consolidation on or after the day on which a resolution on this proposal is adopted,
the maximum number of shares presented above shall be adjusted in proportion to the stock split ratio or stock
consolidation ratio.) The amount to be paid in per share shall be determined based on the closing price of theCompany’s common shares on the Tokyo Stock Exchange on the last business day before the date of eachresolution of the Board of Directors (if trading is not effected on that date, the closing price on the last trading
day of the Company’s shares preceding the resolutions). The Board of Directors shall determine the specifictiming and allocation of compensation to each eligible Director.
A summary of the content of the Company’s policy regarding decisions on the details of compensation for
individual Directors is presented in the Business Report (in Japanese only). At the meeting of the Board of
Directors to be held after the conclusion of this General Meeting of Shareholders, the Company plans to amend
the “Directors” subject to this policy to “Directors (excluding Directors who are Audit and Supervisory
Committee Members),” with no change to the substance of the policy. The Company believes that the content
of this proposal is necessary and reasonable in order to pay compensation in line with the amended policy andthat the proposal is therefore appropriate.
If Proposal 3, “Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members),” is approved and adopted as originally proposed, then the number of eligible Directors
will be five. In addition, if this proposal is approved and adopted as originally proposed, the Company plans tocontinue to operate restricted stock compensation plans for the directors of some of the Company’s subsidiaries,
similar to that for the Company’s Directors.
When the Company issues or disposes of common shares to eligible Directors, the Company shall conclude- 34 -

a restricted stock allotment agreement (hereinafter “the Allotment Agreement”) that includes the content
summarized below, with each Eligible Director.
(1) Restrictions on the transfer of stock
Under the Allotment Agreement, an Eligible Director must not, as a rule, transfer, pledge or otherwise disposeof common shares of the Company allotted under the Allotment Agreement (hereinafter the “Allotted Shares”)
from the day when the shares were allotted until the day of retirement from office as Director of the Company(hereinafter the “Transfer Restriction Period”). These restrictions are hereinafter referred to as the “Transfer
Restrictions.”(2) Removal of the Transfer Restrictions
Where an eligible Director retires for a reason deemed proper by the Company’s Board of Directors, theCompany shall remove the Transfer Restriction pertaining to all the Allotted Shares held by the eligible Director
at the expiration of the Transfer Restriction Period. (However, if the Company acquires all of the Allotted Sharesas described in (3) 2) below, the Company shall remove the Transfer Restriction pertaining to any remaining
shares.)(3) Acquisition of the Allotted Shares for no consideration
1) The Company shall automatically acquire, for no consideration, the remaining Allotted Shares for which
the Transfer Restrictions have not been removed at the expiration of the Transfer Restriction Period basedon the provision of (2), above.
2) If an eligible Director retires before the expiration of the term of office used to calculate compensation
for the Allotted Shares, the Company shall acquire, for no consideration, an amount of the Allotted Sharesbased on the remaining portion of the term of office. Moreover, in cases corresponding to certain causes
set forth in the Allotment Agreement, such as cases of illegal or improper acts by an eligible Director, theCompany shall acquire, for no consideration, all of the Allotted Shares.
(4) Treatment in the case of organizational restructuring, etc.
Notwithstanding the provisions in (1) above, where a merger agreement with the Company as the non-surviving
company, a share exchange agreement where the Company becomes a wholly-owned subsidiary, a share transfer
plan, or another matter concerning an organizational restructuring, etc. is approved by the Company’s General
Meeting of Shareholders (or the Company’s Board of Directors, for organizational restructuring, etc. that does
not require the approval of the General Meeting of Shareholders) during the Transfer Restriction Period, theTransfer Restrictions shall be removed before the effective date of the organizational restructuring etc., for anumber of the Allotted Shares to be determined reasonably based upon the length of the period from the day
when the Transfer Restriction Period commenced to the effective date of the organizational restructuring etc. In
this case, the Company shall automatically acquire, for no consideration, any remaining Allotted Shares forwhich the Transfer Restrictions have not been removed immediately subsequent to the removal of the Transfer
Restrictions.
(5) Other matters determined by the Board of Directors
The Allotment Agreement shall contain other matters determined by the Board of Directors, including themethods used for indicating intention and notification under the Allotment Agreement and amending the
Allotment Agreement.
For the duration of the Transfer Restriction Period, it is planned to manage shares allotted to eligible
Directors under this scheme in a dedicated account established by each eligible Director at a securities company
to be determined by the Company, in order to prevent disposal of the shares by transfer, pledge or other means
during the Transfer Restriction Period.

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