This document has been translated from a part of the Japanese original for reference purposes only. In the eventof 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: 6412
June 8, 2022

To Those Shareholders with Voting Rights

Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,
Tokyo, JapanNOTICE OF THE 54th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 54th Ordinary General Meeting of Shareholders of Heiwa Corporation (the“Company”) will be held as stated below.
In order to prevent the spread of the novel coronavirus (COVID-19), we recommend our shareholders
to refrain from participating in person on the day of the General Meeting of Shareholders, and to exercise
your voting rights beforehand in writing or via the Internet, etc. Please review the Reference Documents
for the General Meeting of Shareholders as described hereinafter, and exercise your voting rights no later
than 6:00 p.m. on Tuesday, June 28, 2022.
Notice on Exercising Voting Rights in writing or via the Internet, etc.
Exercising Voting Rights in Writing

Please indicate “for” or “against” for each of the
proposals in the enclosed Voting Right Exercise Form,and return the form to us no later than 6:00 p.m. on
Tuesday, June 28, 2022.

Exercising Voting Rights via the Internet,etc.

To exercise your voting rights via the Internet, etc.,
please refer to the attached “Instructions for Exercising
Voting Rights” (omitted in this translation) andexercise your voting rights no later than 6:00 p.m. on
Tuesday, June 28, 2022.

-1-1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m.
2. Place:
Grand Ballroom “TENKU” (B1F), Tokyo Dome Hotel
1-3-61 Koraku, Bunkyo-ku, Tokyo
3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 54th Fiscal
Year (from April 1, 2021 to March 31, 2022) and results of audits by
the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements
2. Non-Consolidated Financial Statements for the 54th Fiscal Year (from
April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Six (6) Directors
Proposal No. 4:
Election of Three (3) Audit and Supervisory Board Members
Shareholders attending the meeting in person are requested to submit the Voting Right Exercise Form
enclosed with this notice to the reception desk on the day of the meeting.
A shareholder may exercise his/her voting rights by designating one proxy who is another shareholderof the Company with voting rights. In such cases, please submit a document authorizing the proxy with
the Voting Right Exercise Form enclosed with this notice to the Company at the reception desk.
If the Reference Documents for the General Meeting of Shareholders, Business Report, andConsolidated and Non-consolidated Financial Statements are subsequently revised, the revisions shall be
posted on the Company’s website (https://www.heiwanet.co.jp/ir/).
Please be advised that no gifts are intended to be provided at the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company places top priority on returning profits to shareholders while increasing corporate value.
To be more specific, the Company’s basic policy is to pay stable dividends in comprehensive
consideration of its business plan, financial position, business performance, payout ratio, dividend on
equity ratio, etc.
In accordance with the policy mentioned above, we would like to propose the year-end dividends forthe 54th fiscal year as follows:(1) Type of dividend property
Dividends will be paid in cash.
(2) Appropriation of dividend property to shareholders and total amount¥40 per share of the Company’s common stock, for a total amount of ¥3,945,261,320(As a result, the annual dividend, including interim dividend of ¥40 per share, would be ¥80
per share in total.)(3) Effective date of dividends from surplus
June 30, 2022

-3-

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal of the amendments
In line with the revised stipulations stipulated in the proviso of Article 1 of the supplementaryprovisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be
enforced on September 1, 2022, the Company proposes the following amendments to theCompany’s Articles of Incorporation in preparation for the implementation of the system forelectronic provision of materials for general meetings of shareholders.
(1) Stipulating that information that is the content of Reference Documents for the General
Meeting of Shareholders, etc., shall be provided electronically will be obliged, therefore,
Article 17 (Measures for electronic provision, etc.), paragraph 1 of the proposed amendments
is newly established.
(2) In stipulations that information that is the content of Reference Documents for the General
Meeting of Shareholders, etc., shall be provided electronically, in order to limit the scope ofmatters to be recorded in physical documents that are provided to shareholders who request
provision of physical documents to the extent stipulated in the Ordinance of the Ministry ofJustice, Article 17 (Measures for electronic provision, etc.), paragraph 2 of the proposed
amendments is newly established.
(3) As stipulations of Article 17 of the current Articles of Incorporation (Internet disclosure anddeemed provision of reference documents for general meetings of shareholders) will no longer
be necessary by implementing the system for electronic provision of materials for general
meetings of shareholders, these shall be deleted.
(4) Supplementary provisions shall be established concerning the effect of the above stipulations
to be newly established and deleted. These supplementary provisions shall be deleted after thedue date.
2. Contents of the amendments
The contents of the amendments are as follows.
Current Articles of Incorporation(Internet disclosure and deemed provision of reference
documents for general meetings of shareholders)
Article 17 In the convocation of general meetings ofshareholders, the Company may deem thatit has provided to shareholders information
concerning matters that must be displayedin the reference documents for general
meetings of shareholders, Business
Report, Non-consolidated Financial
Statements, and Consolidated Financial
Statements via Internet disclosure inconformity with definitions provided in
the Ordinance of the Ministry of Justice.

-4-(Underlines indicate amended sections)
Proposed amendments<Deleted>

Current Articles of Incorporation<Newly established><Newly established>

Proposed amendments(Measures for electronic provision, etc.)
Article 171.
In the convocation of general meetings ofshareholders, the Company shall provide
electronically information that is thecontent of Reference Documents for the
General Meeting of Shareholders, etc.
2.
Of the matters to which electronic
provision measures apply, recording all orpart of matters stipulated in the Ordinanceof the Ministry of Justice in the physicaldocuments provided to shareholders who
made requests for provision of physicaldocuments by the record date for voting
rights is not required.
(Supplementary provisions)
Article 1
1.
The deletion of Article 17 (Internet
disclosure and deemed provision ofreference documents for general meetingsof shareholders) of the Articles ofIncorporation and the establishment of
Article 17 (Measures for electronic
provision, etc.) of the Articles ofIncorporation shall take effect from
September 1, 2022 (hereinafter referred toas the “Enforcement Date”)
2.
Notwithstanding the provisions of theprevious paragraph, Article 17 (Internet
disclosure and deemed provision ofreference documents for general meetingsof shareholders) of the Articles ofIncorporation shall remain valid forgeneral meetings of shareholders held on a
day that is within six months of the
Enforcement Date.
3.
These supplementary provisions shall bedeleted on the day after which six months
have elapsed since the Enforcement Dateor the day after which three months haveelapsed since the day of the General
Meeting of Shareholders in the previous
paragraph, whichever is later.

-5-

Proposal No. 3: Election of Six (6) Directors
The terms of office of all twelve (12) Directors of the Company will expire at the conclusion of thismeeting. Therefore, the Company proposes to elect six (6) Directors and to decrease six (6) Directors
along with introducing a delegated executive officer system.
The candidates for Director are as follows:<List of candidates>
Current position and areas of responsibility in
the Company

No.

Name

1

Katsuya Minei

Representative Director and President<Re-election>

2

Toshinobu Moromizato

Representative Director and Vice President,
Chief of Administrative Division<Re-election>

3

Mikio Miyara

Managing Director, Chief of Sales Division<Re-election>

4

Tamiki Kaneshi

Director<Re-election>

5

Kota Yamaguchi

Outside Director<Re-election><Outside><Independent>

Outside Audit and Supervisory Board Member<New election><Outside><Independent>

6

Akinori Endo

-6-

Attributes of candidate

No.

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Feb.

1

1988

Number ofshares of theCompany held

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Mar. 1991
Director of OLYMPIA CO., LTD.
Jul.
1993
Managing Director of OLYMPIA CO.,
LTD.
Jul.
1994
Senior Managing Director of OLYMPIA
CO., LTD.
Jun.
2003
Representative Director and Vice Presidentof OLYMPIA CO., LTD.
May 2005
Representative Director and President of
OLYMPIA CO., LTD.
Jun.
2007
Representative Director and Vice President,
Chief of Development Production Divisionof the Company
Director of OLYMPIA CO., LTD. (current
position)
Katsuya Minei
Feb. 2008
Representative Director and Vice President,(Jun. 8, 1956)
Chief of Development Division of theCompany592,300<Re-election>
Dec. 2009
Representative Director and Vice President,
Chief of Development Division, in chargeof Planning Group of the Company
Jan.
2012
Outside Director of PGM Holdings K.K.
Jun.
2012
Representative Director and President,
Chief of Development Division and
Manufacturing Division of the Company
Jul.
2012
Representative Director and President,
Chief of Development Production Divisionof the Company
Apr. 2014
Representative Director and President,
Chief of Development Division of theCompanyJun.
2015
Director of PGM Holdings K.K.
Apr. 2018
Representative Director and President of theCompany (current position)
Oct. 2018
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Katsuya Minei served as Chief of Development Division of the Company until 2018, performing a
restructuring of the development system, and contributing to the Group’s results. He has also served as
Representative Director and President since 2012, demonstrating strong leadership, and carrying out his
duties. The Company judges that this experience and track record will contribute to sustainableimprovements in the corporate value of the Group, and hence it has nominated him as a candidate for
Director.

-7-

No.

2

3

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Jul.

1984

May

1987

Number ofshares of theCompany held

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Jun.
2000
Director of OLYMPIA CO., LTD.
Oct. 2003
Managing Director of OLYMPIA CO.,LTD.
May 2005
Senior Managing Director of OLYMPIA
CO., LTD.
Toshinobu
Moromizato
Jun.
2007
Senior Managing Director, Chief of
Administrative Division of the Company(Dec. 1, 1958)
116,100
Director of OLYMPIA CO., LTD. (current<Re-election>
position)Jan.
2012
Outside Director of PGM Holdings K.K.
Jun.
2012
Representative Director and Vice President,
Chief of Administrative Division of theCompany (current position)
Jun.
2015
Director of PGM Holdings K.K.
Oct. 2018
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Toshinobu Moromizato has extensive experience in the management planning department andadministrative department such as general affairs and personnel, and since 2012, he has contributed to thedevelopment of the Group in his role as the Representative Director and Vice President. The Company
judges that this experience and track record will contribute to sustainable improvements in the corporate
value of the Group, and hence it has nominated him as a candidate for Director.
Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)May 2001
Director of JAPAN SETUP SERVICECORPORATION (current position)
Jun.
2007
Director of OLYMPIA CO., LTD.
Dec. 2009
Executive Officer, Deputy Chief of Sales
Division of the Company
Mikio Miyara(Dec. 22, 1961)
Apr. 2014
Executive Officer, Deputy Chief of Sales
Division, in charge of Sales Headquarters of
60,876
the Company<Re-election>
Jun.
2014
Director, Chief of Sales Division of theCompany
Director of OLYMPIA CO., LTD.
Jun.
2018
Managing Director, Chief of Sales Divisionof the Company (current position)
Dec. 2018
Managing Director of OLYMPIA CO.,LTD. (current position)<Reason for nomination as a candidate for Director>
Mr. Mikio Miyara has been involved in the sales department for many years, and since 2014, he has
contributed to the promotion of the management and sales strategies of the Company in his role as Chiefof Sales Division. The Company judges that this experience and track record will contribute tosustainable improvements in the corporate value of the Group, and hence it has nominated him as a
candidate for Director.

-8-

No.

Name
(Date of birth)

Tamiki Kaneshi(Sep. 1, 1953)<Re-election>
4

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Aug.

1984

Sep.
Jul.

1990
1994

Oct.

2003

May

2005

Jun.

2007

Jan.

2012

Jun.
Jun.
Oct.

2012
2015
2018

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Senior Managing Director of OLYMPIA
CO., LTD.
Representative Director and Vice Presidentof OLYMPIA CO., LTD.
Representative Director and President of
OLYMPIA CO., LTD. (current position)
Outside Director of PGM Holdings K.K.

Number ofshares of theCompany held

182,300

Director of the Company (current position)
Director of PGM Holdings K.K.
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Tamiki Kaneshi has extensive experience and wide-ranging insights as a result of his experience as amanager of the Company and its subsidiaries. The Company judges that this experience and track record
will contribute to sustainable improvements in the corporate value of the Group, and hence it has
nominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Oct.

5

2000

Number ofshares of theCompany held

Admitted to the bar in Japan
Joined Nagashima Ohno & Tsunematsu(From 2000 through 2003, and from 2005
through 2011)
Kota Yamaguchi
Jan.
2005
Chief Financial Officer and Director of(Jul. 14, 1974)
InfoDeliver Corporation
Oct. 2005
Joined Nagashima Ohno & Tsunematsu<Re-election>
Jul.
2009
Admitted to the bar in New York State
–
Sep.
2011
Established Kimura Takushima &<Outside>
YamaguchiPartner of Kimura Takushima & Yamaguchi<Independent>(current position)
Supervisory Director of GLP J-REIT(current position)
Jun.
2013
Outside Director of the Company (current
position)<Reason for nomination as a candidate for Outside Director>
Mr. Kota Yamaguchi has professional knowledge and abundant experience as an attorney at law. The
Company expects that he will be able to advise and appropriately supervise the management of theCompany from an independent standpoint, and hence it has nominated him as a candidate for Outside
Director.

- 10 -

Name(Date of birth)

No.

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Apr.

6

Number ofshares of theCompany held

1984

Joined SUMITOMO LIFE INSURANCECOMPANY
Oct. 1988
Joined Ota-Showa & Co.
Akinori Endo(currently Ernst &Young ShinNihon LLC)
(Nov. 3, 1960)
Mar. 1992
Registered as a certified public accountant<New election>
Sep. 1994
Established Akinori Endo CPA Office
Head of Akinori Endo CPA Office–<Outside>(current position)
Jan.
1996
Registered as a certified tax accountant<Independent>
Sep. 1997
Representative Partner of Hokko audit
corporation (current position)
Jun.
2010
Outside Audit and Supervisory Board
Member of the Company (current position)<Reason for nomination as a candidate for Outside Director>
Mr. Akinori Endo has vigorously delivered observations based on his professional knowledge andabundant experience as a certified public accountant and a tax accountant from an independent
standpoint, and performed his duties during the term of office as an Outside Audit and Supervisory Board
Member. He is deeply familiar with the details of the Company’s business affairs through audits. The
Company expects that he will supervise and provide advice on the execution of duties by Directors, andhence it has nominated him as a candidate for Outside Director. Although he has not been involved incorporate management other than having served as an Outside Director and an Outside Audit andSupervisory Board Member, for the reasons set forth above, the Company judges that he will perform theduties appropriately as an Outside Director.

Notes: 1.
2.
3.
4.
5.

No conflict of interest exists between the candidates for Director and the Company.
Mr. Akinori Endo is a new candidate for Director.
Mr. Kota Yamaguchi and Mr. Akinori Endo are candidates for Outside Director.
The term of office of Mr. Kota Yamaguchi will be nine (9) years at the conclusion of this meeting.
The term of office of Mr. Akinori Endo will be twelve (12) years at the conclusion of this meeting as an Outside
Audit and Supervisory Board Member.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreement with Mr. Kota Yamaguchi and Mr. Akinori Endo which shall limit the liability for damages provided forin Article 423, paragraph (1) of the Companies Act, to the extent of the minimum amount of liability provided forin Article 425, paragraph (1) of the Companies Act. In the event that Mr. Kota Yamaguchi’s re-election is approved,
the Company plans to continue the said agreement. In the event that Mr. Akinori Endo’s election is approved, theCompany plans to enter into the said agreement.
7. The Company has entered into a directors and officers liability insurance agreement as stipulated in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance covers damages to be borne by the
insured parties including the Directors of the Company that arise from the insured parties being subject to a claim
for taking responsibility for the execution of duties or damages of the pursuit of the responsibilities of duties. In theevent that each candidate’s election is approved and assumes the position of Director, each candidate will be an
insured party under the insurance agreement. The Company plans to renew the agreement with the same contents atthe time of next renewal.
8. The Company has designated Mr. Kota Yamaguchi and Mr. Akinori Endo as independent directors stipulated by
the Tokyo Stock Exchange, and has registered them as such at the Exchange. In addition, Mr. Kota Yamaguchi and
Mr. Akinori Endo comply with the “Policy on Independence of Outside Directors and Outside Audit andSupervisory Board Members” (refer to Page 16) established by the Company.
9. Mr. Katsuya Minei is a candidate for outside director of the proposal of election of director at the 11th Ordinary
General Meeting of Shareholders of Gamecard-Joyco Holdings, Inc. to be held on June 23,2022.

- 11 -

Proposal No. 4: Election of three (3) Audit and Supervisory Board Members
The terms of office of Audit and Supervisory Board Members Yasuaki Ikemoto and Akinori Endo will
expire at the conclusion of this meeting. Therefore, the Company proposes to elect three (3) Audit andSupervisory Board Members.
The Audit and Supervisory Board has already given its consent to this proposal.
The candidates for Audit and Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Career summary, position in the Company,
and significant concurrent positions
Sep.
Jun.
May

1

1993
2004
2005

Number ofshares of theCompany held

Joined OLYMPIA CO., LTD.
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Dec. 2009
Executive Officer, Deputy Chief ofKatsumasa Nakada
Development Division of the Company(Feb. 15, 1959)
Director of OLYMPIA CO., LTD. (current
79,808
position)<New election>
Apr. 2014
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofEngineering Group of the Company
Jun.
2014
Director, in charge of Engineering Group of
Development Division of the Company
Apr. 2019
Director, Chief of Manufacturing Divisionof the Company (current position)<Reason for nomination as a candidate for Audit and Supervisory Board Member>
Mr. Katsumasa Nakada served as Director at the Company and its subsidiaries, and is deeply familiar
with the details of the Group’s business. The Company expects that he will supervise the overallmanagement of the Company as an Audit and Supervisory Board Member, hence it has nominated him asa candidate for Audit and Supervisory Board Member.

- 12 -

No.

Name(Date of birth)

Career summary, position in the Company,
and significant concurrent positions
Apr.

2

1992

Number ofshares of theCompany held

Joined Recruit Co., Ltd. (currently Recruit
Holdings Co., Ltd.)
Oct. 2002
Admitted to the bar in Japan
Joined Iida Kuriu & Wasemoto (currently
Haru Law Office)Dec. 2007
Director of Telemedic Co., Ltd. (current
position)
Yoshihiro Ohtomo
Jan.
2010
Partner of Haru Law Office(Dec. 19, 1969)(current position)
Mar. 2011
Audit and Supervisory Board Member of<New election>
Dynatech Co., Ltd.
–
Jan.
2012
Outside Audit and Supervisory Board<Outside>
Member of PGM Holdings K.K.
Apr. 2013
Outside Director of Sky Court Co., Ltd.
<Independent>
Jun.
2013
Outside Audit and Supervisory Board
Member of
WIN INTERNATIONAL CO., LTD.
Jun.
2015
Director who is a Substitute Audit andSupervisory Board Member of WINPartners Co., Ltd. (current position)
Sep. 2020
Outside Director of Axis Consulting
Corporation (current position)<Reason for nomination as a candidate for Outside Audit and Supervisory Board Member>
Mr. Yoshihiro Ohtomo has professional knowledge and abundant experience as an attorney at law. The
Company judges that he will be able to advise and appropriately supervise the management of theCompany, hence it has nominated him as a candidate for Outside Audit and Supervisory Board Member.

- 13 -

No.

Name(Date of birth)

Career summary, position in the Company,
and significant concurrent positions
Apr.
Dec.

3

Number ofshares of theCompany held

2001
2006

Joined Nomura Securities Co., Ltd.
Joined Deloitte Touche Tohmatsu (currently
Deloitte Touche Tohmatsu LLC)
Jul.
2010
Joined MID STRUCTURES, Co., Ltd.
Takeshi Sugino(Jul. 1, 1976)
Dec. 2010
Registered as a certified public accountant
May 2014
Outside Audit and Supervisory Board<New election>
Member of PIALA INC.
–
Apr. 2015
Full-time Outside Audit and Supervisory<Outside>
Board Member of PIALA INC. (current
position)<Independent>
Jul.
2016
Established Sugino CPA Office
Head of Sugino CPA Office(current position)
Nov. 2020
Audit and Supervisory Board Member of
PIALA VENTURES Inc. (current position)<Reason for nomination as a candidate for Outside Audit and Supervisory Board Member>
Mr. Takeshi Sugino has professional knowledge and abundant experience as a certified public
accountant. The Company judges that he will be able to supervise the overall management of theCompany, and hence it has nominated him as a candidate for Outside Audit and Supervisory Board
Member.

Notes: 1. Although the Company receives legal consultation, etc., from Mr. Yoshihiro Ohtomo, the total amount of
remuneration per year is less than ¥10 million and hence he complies with the “Policy on Independence of Outside
Directors and Outside Audit and Supervisory Board Members.” No conflict of interest exists between the othercandidates for Audit and Supervisory Board Member and the Company.
2. Mr. Katsumasa Nakada, Mr. Yoshihiro Ohtomo and Mr. Takeshi Sugino are new candidates for Audit andSupervisory Board Member.
3. Mr. Yoshihiro Ohtomo and Mr. Takeshi Sugino are candidates for Outside Audit and Supervisory Board Member.
4. In the event that the election of Mr. Katsumasa Nakada, Mr. Yoshihiro Ohtomo and Mr. Takeshi Sugino areapproved, the Company plans to enter into agreement with them which shall limit the liability for damages
provided for in Article 423, paragraph (1) of the Companies Act, to the extent of the minimum amount of liability
provided for in Article 425, paragraph (1) of the Companies Act, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act.
5. The Company has entered into a directors and officers liability insurance agreement as stipulated in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance covers damages to be borne by the
insured parties including the Audit and Supervisory Board Members of the Company that arise from the insured
parties being subject to a claim for taking responsibility for the execution of duties or damages of the pursuit of the
responsibilities of duties. In the event that each candidate’s election is approved and assumes the position of Audit
and Supervisory Board Member, each candidate will be an insured party under the insurance agreement. The
Company plans to renew the agreement with the same contents at the time of next renewal.
6. The Company plans to designate Mr. Yoshihiro Ohtomo and Mr. Takeshi Sugino as independent officers stipulatedby the Tokyo Stock Exchange, and register them as such at the Exchange. In addition, Mr. Yoshihiro Ohtomo and
Mr. Takeshi Sugino comply with the “Policy on Independence of Outside Directors and Outside Audit andSupervisory Board Members” (refer to Page 16) established by the Company.
7. Mr. Katsumasa Nakada is a Director of OLYMPIA CO., LTD., a subsidiary of the Company, however, he isscheduled to retire at the end of Ordinary General Meeting of Shareholders of said company to be held on June 28,
2022.

- 14 -

Skill Matrix of Directors and Audit and Supervisory Board Members(In the event that Proposal No.3 and Proposal No.4 are approved and passed)

Name

Katsuya Minei
Toshinobu
Moromizato
Mikio Miyara
Tamiki Kaneshi
Kota Yamaguchi
Akinori Endo
Katsumasa Nakada

Yuichiro Eguchi

Yoshihiro Ohtomo

Takeshi Sugino

Position with
the Company
Representative
Director andPresident
Representative
Director andVice President
Director
Director
Director(Independent)(Outside)
Director(Independent)(Outside)
Full-time Audit
and Supervisory
Board Member
Audit andSupervisory
Board Member(Independent)(Outside)
Audit andSupervisory
Board Member(Independent)(Outside)
Audit andSupervisory
Board Member(Independent)(Outside)

Areas the Company particularly expects (Up to 3)
Corporate Finance andLegalmanagement accounting /ComplianceIndustryknowledge

Governance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 15 -

●

●

●

●

●

Policy on Independence of Outside Directors and Outside Audit and Supervisory Board Members
In the event that an Outside Director or Outside Audit and Supervisory Board Member falls under anyof the following descriptions, the Company will determine that the person does not have independence.
1. An executive director, executive officer (shikkoyakuin) or any other person equivalent thereto or any
other employee (hereinafter collectively referred to as “executive”), of the Company and its
subsidiaries (hereinafter referred to as the “Group”).
2. A person who was an executive of the Group in the past.
3. A relative within the second degree of kinship, of an executive of the Group.
4. A major shareholder of the Company (a person who holds 10% or more of voting rights of allshareholders of the Company. In the event that the major shareholder is an organization that is a
corporation, partnership, etc., “major shareholder” shall refer to an executive belonging to theorganization).
5. A relative within the second degree of kinship, of a major shareholder of the Company.
6. A major client or supplier of the Group (any supplier that has received a payment from the Group of
2% or more of consolidated net sales of the Company for the most recent fiscal year, or any client
who has paid the Group 2% or more of consolidated net sales of the Company for the most recent
fiscal year. In the event that said client or supplier is a company, “major client or supplier” shallrefer to an executive of said company).
7. A person providing professional services who received remuneration, etc. of ¥10 million or more in
one of the previous three fiscal years from the Group (excluding officer remuneration from theGroup).
8. A person who received donations or subsidies of ¥10 million or more in one of the previous threefiscal years from the Group (in the event that said donations or subsidies are received by acorporation, other organization, etc., “person who received donations or subsidies” shall refer to an
executive of said organization).
9. An executive of a financial institution or other large-lot creditor (hereinafter referred to as “large-lot
creditor etc.”) that is essential to the Company’s financing and that the Company is dependent on toa degree that there is no substitute.
10. A person who was an executive of a large-lot creditor etc. in the previous three years.
11. A person for whom an exceptional reason has been found to exist that would cause a conflict ofinterest with the Company, notwithstanding the provisions above.

- 16 -