Securities Code: 8904
(Delivery date) November 10, 2023
(Commencement of electronic provision measures) November 1, 2023

To Our Shareholders:
3-31-1 Myoon-tori, Mizuho-ku, Nagoya

AVANTIA Co., Ltd.
Representative Director and President

Yasunari Sawada

Notice of the 34th Annual Meeting of Shareholders
The Company would hereby like to request shareholders to attend its 34th Annual Meeting of Shareholders as
described below.
In convening this meeting of shareholders, the Company has taken measures to electronically provide information
containing the Reference Documents for the Annual Meeting of Shareholders, etc. (Matters Subject to Electronic
Provision Measures). The information is posted on the following respective websites. Please access one of them toreview.
Company’s website
https://avantia-g.co.jp/corp/ir/library/shareholder_report.html (Japanese only)(Access the above website, select in the order of “IR information,” “IR library,” and “Reports to Shareholders” fromthe menu to review.)
Website where materials for the meeting of shareholders are posted
https://d.sokai.jp/8904/teiji/Tokyo Stock Exchange (TSE) website (Search for a Listed Company)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the above TSE website, input “AVANTIA” in “Issue name (company name)” or the Company’s security code
“8904” in “Code” and search. Select in the order of “Basic information” and “Documents for public inspection/PR
information” and review from the “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting” under “Filed information available for public inspection.”)If you do not attend the meeting in person, you may also exercise your voting rights by the internet, etc. or in writing(by mail). We kindly request that you review the Reference Documents for the Annual Meeting of Shareholders andexercise your voting rights by no later than 6 p.m. on Tuesday, November 28, 2023 (JST).
Sincerely yours,-1-1 Date:10:00 a.m. on November 29, 2023 (Wednesday)(the reception desk will open at 9 a.m.)

2 Venue:

2nd Floor, Zuiun East, Hotel Mielparque NAGOYA
3-16-16, Aoi, Higashi-ku, Nagoya

3 Purposes:

Items to be reported:
1.

The business report, the consolidated financial statements, and theresults of consolidated financial statement audits by the
Accounting Auditor and the Audit & Supervisory Board for the34th business period (September 1, 2022 to August 31, 2023)

2.

The non-consolidated financial statements for the 34th businessperiod (September 1, 2022 to August 31, 2023)

Items to be resolved:
Agenda Item 1: Election of Seven (7) Directors
Agenda Item 2: Election of One (1) Audit & Supervisory Board
MemberAgenda Item 3: Election of Two (2) Substitute Audit & Supervisory
Board Members
Agenda Item 4: Partial Revision of Share-based Remuneration
System for Directors* When you attend the meeting, we kindly request that you submit the voting form to the receptionist at the venue.
* Wearing masks as a measure to prevent the spread of COVID-19 is basically left to individual judgment. As the Company will
respect the individual’s responsible choice and not ask people to uniformly wear masks, on the day of the meeting, shareholders
attending are asked to wear a mask or not at their discretion.
* If there is any modification to the Matters Subject to Electronic Provision Measures, matters before and after the change will
be posted to that effect on each website described on the previous page.
* This Notice of the 34th Annual Meeting of Shareholders alone will be sent to shareholders who have not requested the delivery
in writing.
* Documents that include the Matters Subject to Electronic Provision Measures will also be sent to shareholders who haverequested the delivery in writing. However, the following listed matters will not be included in the said documents pursuant to
the provisions of laws and regulations and Article 18 of the Company’s Articles of Incorporation. The business report,
consolidated financial statements, and non-consolidated financial statements included in the documents concerned are a portionof the documents that the Accounting Auditor and the Audit & Supervisory Board Members audited in the course of preparing
their respective financial audit report and audit report.
1. Notes to Consolidated Financial Statements
2. Notes to Non-Consolidated Financial Statements-2-

Reference Document for the Annual Meeting of Shareholders
Agenda Item 1:

Election of Seven (7) Directors

The terms of office of all eight (8) Directors shall expire at the conclusion of this Annual Meeting of Shareholders.
Accordingly, the Company proposes to elect seven (7) Directors (including three (3) Outside Directors), decreasing
the number by one (1) Director with the aim of enhancing the efficiency of the management structure.
The candidates for Directors are as follows.
Number of Board of
Directors' Meetings
attended (34thbusiness period)

Candidate
No.

Name

1

Yasunari Sawada

Representative Director and President,
Department Manager of Sales

Reappointment

13/13(100%)

2

Hidenobu Hisada

Director, Department Manager of Tokyo

Reappointment

13/13(100%)

3

Ryo Okamoto

Director, Department Manager ofDevelopment

Reappointment

13/13(100%)

4

Shoji Higuchi

Director, Department Manager of
Administration

Reappointment

13/13(100%)

5

Etsuko Yuhara

Outside Director

Reappointment

OutsideIndependent
Officer

13/13(100%)

6

Minoru Matsushima

Outside Director

Reappointment

OutsideIndependent
Officer

10/10(100%)

7

Tetsuro Kato

Outside Director

Reappointment

OutsideIndependent
Officer

10/10(100%)

Position and responsibility at the Company-3-[For Reference]

Skill Matrix of Candidates for Directors

Avantia Group has been promoting the Medium-Term Management Plan 2025 formulated and positioned to “recover thegrowth path,” with an aim to “become a corporate group that solves every real estate need together with customers,
communities, and society.”
In view of the medium- to long-term management and business strategies, the Company’s Board of Directors identifies skills(knowledge, experience, capability) necessary to demonstrate the management oversight and monitoring functions. Afterconsidering the diversity and balance of these skills, the Company determines its Director candidates based on the deliberation
and recommendation of the Nominating and Compensation Committee.
The skill matrix of the new management structure will be as follows if Agenda Item 1 is approved at this meeting ofshareholders.
CorporateNamemanagement
Management
Strategy

Note:Construction
Real Estate

FinanceIndustry

1 Yasunari Sawada

○

○

2

Hidenobu
Hisada○○3

Ryo Okamoto

4

Shoji Higuchi

5

Etsuko Yuhara

6

MinoruMatsushima○

7

Tetsuro Kato○

Corporate
Governance
Risk
Management

General Real
Estate Services
New Business
Development
M&A

New Market(regional)
development
Marketing○

Sustainability

○
○

○

○
○

○

○

○

○

○

○

○

The above chart does not present all the expertise and knowledge each candidate possesses.

-4-

○

○

CandidateNo.

1

Yasunari Sawada

Reappointment

Brief profile, position and responsibility at the Company
February 1990 Joined the Company
October 2003
Executive Officer, General Manager of Sales Department
November 2006 Director, Executive Officer and Department Manager of Sales
November 2011 Managing Director and Department Manager of Sales
November 2017 Representative Director and Vice President, Department Manager of Sales
September 2018 Representative Director and President
July 2019
Representative Director and President, Sanyo Real Estate Co., Ltd. (current position)
May 2023
Representative Director and President, Department Manager of Sales (current position)(Date of birth)(May 4, 1971)

Significant concurrent positions

Term of office as Company’s Representative Director and President, Sanyo Real Estate Co., Ltd.
Director
17 years (at the conclusion of[Reason for the nomination as a Director candidate]
this Annual Meeting of
Mr. Yasunari Sawada has contributed to Avantia Group’s business expansion and development by driving theShareholders)
growth of the individual housing business since joining the Company shortly after its establishment andAttendance at Board ofworking on various management issues with his strong leadership and determination since assuming the
Directors Meetings
office of representative director and president. The Company has nominated him as a Director candidate
13/13 (100%)
again in the belief that he will contribute to the Company’s sustainable growth and enhancement of corporate
Number of the Company’svalue by utilizing the abundant experience and insight in the management of the Company previously gained.
shares owned
210,400 shares

CandidateNo.

2

Hidenobu Hisada

Reappointment

Brief profile, position and responsibility at the Company(Date of birth)(August 1, 1972)

April 1997
Joined Hyozengumi Co., Ltd.
March 2001
Joined the Company
September 2011 General Manager of Sales Department
September 2018 Executive Officer, in charge of Sales Department 1, Sales Department 2, Kansai Business
Department
November 2019 Director, Executive Officer, in charge of Chubu Business Department, Mie Business
Department
November 2021 Director, Department Manager of Sales
May 2023
Director, Department Manager of Tokyo (current position)
Representative Director and President, Avantia Real Estate Co., Ltd. (current position)
July 2023
Representative Director and Chairperson, Probank Home Co., Ltd. (current position)

Term of office as Company’s
Significant concurrent positions
Director
4 years (at the conclusion of Representative Director and President, Avantia Real Estate Co., Ltd.
this Annual Meeting ofRepresentative Director and Chairperson, Probank Home Co., Ltd.
Shareholders)
Attendance at Board of
Directors Meetings
13/13 (100%)
Number of the Company’s
shares owned
10,100 shares[Reason for the nomination as a Director candidate]
Mr. Hidenobu Hisada has contributed to the expansion of the sales base and the creation of inter-groupsynergy by building up track records and driving the Company’s sales and regional strategies as the person
in charge of sales and marketing divisions. The Company has nominated him as a Director candidate again
in the belief that he will continuously further reinforce the Avantia Group’s sales base and contribute to thesustainable growth and enhancement of corporate value.

-5-

Candidate
No.

3

Ryo Okamoto

Reappointment

Brief profile, position and responsibility at the Company
April 1998
Joined the Company
September 2010 General Manager of Planning & Development Department
September 2018 Executive Officer, General Manager of Planning & Development Department
November 2019 Director, Executive Officer, in charge of Land Procurement Department, Design Department,
General Manager of Planning & Development Department
November 2021 Director, Department Manager of Development (current position)[Reason for the nomination as a Director candidate](Date of birth)(April 30, 1973)
Term of office as Company’s
Director
4 years (at the conclusion ofthis Annual Meeting of
Shareholders)

Mr. Ryo Okamoto has contributed to the Company’s growth and development from a strategic business aspect
by building up track records as a person in charge of planning, development, promotion, and marketing of
housing and real estate products. The Company has nominated him as a Director candidate again in the belief
that he will continuously contribute to the Company’s sustainable growth and enhancement of corporate
value, mainly through development, business expansion, and branding of new products.

Attendance at Board of
Directors Meetings
13/13 (100%)
Number of the Company’s
shares owned
20,000 shares

CandidateNo.

4Shoji Higuchi

Reappointment

Brief profile, position and responsibility at the Company
April 1988
Joined the Juroku Bank, Ltd.
January 2019
Manager of Tajimi Branch, the Juroku Bank, Ltd.
April 2020
Seconded to the Company, Deputy General Manager of Planning & Development Department
November 2020 General Manager of General Affairs Department
April 2021
Joined the Company
November 2021 Director, Department Manager of Administration (current position)[Reason for the nomination as a Director candidate](Date of birth)(September 10, 1965)
Term of office as Company’s
Director
2 years (at the conclusion ofthis Annual Meeting of
Shareholders)Mr. Shoji Higuchi has contributed to the strengthening of Avantia Group’s management base, includingorganizational, financial, and risk management, based on his extensive knowledge of and experience inbusiness management cultivated in a financial institution. The Company has nominated him as a Director
candidate again in the belief that he will continuously further reinforce the Avantia Group’s management baseand contribute to the Company’s sustainable growth and enhancement of corporate value.

Attendance at Board of
Directors Meetings
13/13 (100%)
Number of the Company’s
shares owned
5,500 shares-6-

CandidateNo.

5

Etsuko Yuhara

Reappointment

OutsideIndependent
Officer

Brief profile, position and responsibility at the Company
April 1992
April 2001
April 2004

Joined Fukutake Publishing Co., Ltd. (currently, Benesse Corporation)
Research Fellowship for Young Scientists of Japan Society for the Promotion of Science
Lecturer of Department of Social Welfare, Faculty of Social Welfare, Nihon Fukushi
University
April 2007
Associate Professor of Department of Social Welfare, Faculty of Social Welfare, Nihon
Fukushi University
July 2010
Director of Carers Japan
April 2018
Professor of Department of Social Welfare, Faculty of Social Welfare, Nihon Fukushi
University (current position)
May 2021
Chairperson of Nagoya City Recidivism Prevention Council (current position)
June 2021
Chairperson of Toyota City Recidivism Prevention Committee (current position)(Date of birth)
November 2021 Outside Director of the Company (current position)(February 12, 1970)
Director of Chitachiiki-Kenriyougoshien-Center (current position)
Term of office as Company’s May 2022
August 2023
Representative Director of Carers Japan (current position)
Outside Director
2 years (at the conclusion ofthis Annual Meeting of
Shareholders)
Attendance at Board of
Directors Meetings
13/13 (100%)
Number of the Company’s
shares owned
2300 shares

CandidateNo.

6

Significant concurrent positions

Professor of Department of Social Welfare, Facultyof Social Welfare, Nihon Fukushi University
Representative Director of Carers Japan
Chairperson of Nagoya City Recidivism Prevention
Council

Chairperson of Toyota City Recidivism Prevention
Committee
Director of Chitachiiki-Kenriyougoshien-Center[Reason for the nomination as an Outside Director candidate and outline of expected roles]
Although Ms. Etsuko Yuhara has no experience of direct involvement of corporate management, she has
extensive knowledge as a university professor specializing in local welfare and aging issues and has provided
instructive advice and suggestions to the Company’s business from various perspectives, such as the aged,
young, and women. As such, the Company has nominated her as an Outside Director candidate again in the
belief that she will contribute to the enhancement of corporate value and diversity promotion of the Company
from an independent and unbiased point of view.

Minoru Matsushima

Reappointment

OutsideIndependent
Officer

Brief profile, position and responsibility at the Company(Date of birth)(August 27, 1973)

April 1992
Joined Nikken Engineering Corporation
July 1996
Joined Toa Highway Guard Corporation
November 1998 Established Ecosystem LLC (currently, Japan Ecosystem Co., Ltd.)
Representative Director and President (current position)
November 2015 Representative Director of Satellite Ichinomiya Co., Ltd. (current position)
May 2017
Representative Director of Nippon Vender Net Co., Ltd.
December 2019 Director of Nippon Vender Net Co., Ltd.
April 2021
Board of Trustee member of Shotoku Gakuen (current position)
November 2022 Outside Director of the Company (current position)
December 2022 Representative Director and Chairperson of Nippon Vender Net Co., Ltd. (current position)

Significant concurrent positions

Representative Director and Chairperson of Nippon
Term of office as Company’s Representative Director and President of Japan
Ecosystem Co., Ltd.
Vender Net Co., Ltd.
Outside Director
Representative
DirectorofSatellite
Ichinomiya
Co.,
Board of Trustee member of Shotoku Gakuen
1 year (at the conclusion ofLtd.
this Annual Meeting of
Shareholders)[Reason for the nomination as an Outside Director candidate and outline of expected roles]
Attendance at Board of
Directors Meetings
10/10 (100%)
Number of the Company’s
shares owned
2,800 shares

Mr. Minoru Matsushima has abundant experience and knowledge as an in-service manager of a listedcompany and has provided advice and suggestions that contribute to the enhancement of corporate value fromvarious points of view, such as corporate governance and sustainability. As such, the Company has nominatedhim as an Outside Director candidate again in the belief that he will contribute mainly to the enhancement ofcorporate value, promotion of sustainability management, and strengthening of corporate governance of theCompany from an independent and unbiased point of view.

-7-

CandidateNo.

7

Tetsuro Kato

Reappointment

OutsideIndependent
Officer

Brief profile, position and responsibility at the Company
Joined Takeshi Kato Certified Public Accountants Office
Established and became Representative of Tetsuro Kato Tax Accountant Office
Established and became Representative Partner of Tax Accountants Corporation Aobakai(current position)
November 2015 Established and became Representative Director of Orca Consulting Ltd.
June 2017
Representative Director of Shinachu Co., Ltd. (current position)
October 2017
Representative Director of agricoeules Co., Ltd. (current position)
April 2022
Representative Director of Nakamyo Yuuki Accounting Office Co., Ltd. (current position)
Representative Director of AOBA Co., Ltd. (current position)
November 2022 Outside Director of the Company (current position)
April 1987
June 2005
January 2012

(Date of birth)(February 1, 1965)

Significant concurrent positions

Term of office as Company’s Representative Partner of Tax Accountants
Corporation Aobakai
Outside Director
1 year (at the conclusion of Representative Director of Orca Consulting Ltd.
Representative Director of Shinachu Co., Ltd.
this Annual Meeting of
Shareholders)
Attendance at Board of
Directors Meetings
10/10 (100%)
Number of the Company’s
shares owned
400 shares

Notes: 1.
2.
3.

4.

5.

Representative Director of agricoeules Co., Ltd.
Representative Director of Nakamyo Yuuki
Accounting Office Co., Ltd.
Representative Director of AOBA Co., Ltd.

[Reason for the nomination as an Outside Director candidate and outline of expected roles]
Mr. Tetsuro Kato has specialized knowledge as a certified tax accountant and management experience in a
consulting firm strong in M&A and has been providing instructive advice and suggestions extensively fromfinancial and business management perspectives. As such, the Company has nominated him as an Outside
Director candidate again in the belief that he will contribute mainly to the enhancement of corporate value,
strengthening of the management base in financial and capital aspects, and strengthening of corporate
governance from an independent and unbiased point of view.

There are no special relationships of interest between the respective Director candidates and the Company.
The three persons, Ms. Etsuko Yuhara, Mr. Minoru Matsushima, and Mr. Tetsuro Kato, are candidates for Outside Director.
In accordance with the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with the respective three persons, Ms. Etsuko Yuhara, Mr. Minoru Matsushima, and Mr. Tetsuro Kato, to limit
their liability for damages as provided for by Article 423, paragraph (1) of the said Act; provided, however, that theminimum liability amount provided for by Article 425, paragraph (1) of the said Act shall be set as a limit if the Director
acts in good faith without gross negligence. The Company shall renew the agreement concerned if the three are reappointed
as originally proposed.
The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) Contract, stipulated in Article
430-3, paragraph (1) of the Companies Act with an insurance company. The said insurance contract will compensate forlegal damages and costs to be borne by the insured, with the Company bearing the insurance premium of the insured infull amount. Certain exemptions exist, however, such as non-coverage of damages caused by any conduct committed by
the insured while knowing that such conduct was in violation of laws and regulations. Each candidate, if they are elected
and assume office, will be part of the insured parties of the said insurance contract. The insurance contract will also be
renewed under the same terms and conditions upon its subsequent renewal.
The three persons, Ms. Etsuko Yuhara, Mr. Minoru Matsushima, and Mr. Tetsuro Kato, meet the requirements of an
Independent Officer specified by the Tokyo Stock Exchange and Nagoya Stock Exchange. The Company has notified bothstock exchanges that the three are Independent Officers. If the three are reappointed as originally proposed, they willcontinue to be Independent Officers.

-8-Agenda Item 2:

Election of One (1) Audit & Supervisory Board Member

The terms of office of Audit & Supervisory Board Member Mr. Shigemasa Yoshida shall expire at the conclusionof this Annual Meeting of Shareholders. Therefore, the Company proposes to elect one (1) Audit & Supervisory
Board Member.
Consent of the Audit & Supervisory Board has been previously obtained with regard to this agenda item.
The candidate for Audit & Supervisory Board Member is as follows.

Tatsuro YokoyamaNewappointment

Brief profile and position at the Company
April 1984
October 2006

(Date of birth)(April 17, 1960)
Number of the Company’s
shares owned
300 shares

Joined The Chuo Sogo Bank, Ltd. (currently, The Aichi Bank, Ltd.)Internal Control Group Group Leader of General Planning Department of The Aichi Bank,
Ltd.
June 2011
Manager of Takabata Branch, The Aichi Bank, Ltd.
October 2019
Seconded to the Company, Staff to the Audit & Supervisory Board
November 2019 Audit & Supervisory Board Member of Sanyo Best Home Co., Ltd. (current position)
Audit & Supervisory Board Member of Jtechnos Co., Ltd. (current position)
Audit & Supervisory Board Member of Kose Construction Co., Ltd. (current position)
Audit & Supervisory Board Member of Udohira Construction Co., Ltd. (current position)
Audit & Supervisory Board Member of Goho Construction Co., Ltd. (current position)
Audit & Supervisory Board Member of PLUS ONE. Co., Ltd. (current position)
Audit & Supervisory Board Member of Sanyo Real Estate Co., Ltd. (current position)
April 2020
Joined the Company
April 2021
Audit & Supervisory Board Member of Dream Town Co., Ltd. (current position)
Audit & Supervisory Board Member of Dream Home Co., Ltd. (current position)
December 2022 Audit & Supervisory Board Member of Avantia Real Estate Co., Ltd. (current position)
June 2023
Audit & Supervisory Board Member of Next-Life-Design Co., Ltd. (current position)
July 2023
Audit & Supervisory Board Member of Probank Home Co., Ltd. (current position)

Significant concurrent positions
Audit & Supervisory Board Member of Sanyo BestHome Co., Ltd.
Audit & Supervisory Board Member of JtechnosCo., Ltd.
Audit & Supervisory Board Member of Kose
Construction Co., Ltd.
Audit & Supervisory Board Member of Udohira
Construction Co., Ltd.
Audit & Supervisory Board Member of Goho
Construction Co., Ltd.
Audit & Supervisory Board Member of PLUS ONE.
Co., Ltd.

Audit & Supervisory Board Member of Sanyo Real
Estate Co., Ltd.
Audit & Supervisory Board Member of Dream
Town Co., Ltd.
Audit & Supervisory Board Member of Dream
Home Co., Ltd.
Audit & Supervisory Board Member of Avantia Real
Estate Co., Ltd.
Audit & Supervisory Board Member of Next-LifeDesign Co., Ltd.
Audit & Supervisory Board Member of Probank
Home Co., Ltd.

[Reason for the nomination as an Audit & Supervisory Board Member candidate]
Mr. Tatsuro Yokoyama has abundant experience cultivated in a financial institution and, after joining theCompany, has contributed to the improvement of the Company’s audit system mainly by improving theinternal control environment and strengthening the corporate governance as an Audit & Supervisory Board
staff member and an audit & supervisory board member of group companies. As such, the Company has
nominated him as an Audit & Supervisory Board Member candidate in the belief that he is sufficiently suited
to be an Audit & Supervisory Board Member and will contribute to the improvement of the Company’s audit
system.

Notes: 1.
2.

3.

There is no special relationship of interest between Mr. Tatsuro Yokoyama and the Company.
If Mr. Tatsuro Yokoyama assumes the office of an Audit & Supervisory Board Member, in accordance with the provisionsof Article 427, paragraph (1) of the Companies Act, the Company will enter into an agreement with him to limit his liability
for damages as provided for by Article 423, paragraph (1) of the said Act; provided, however, that the minimum liability
amount provided for by Article 425, paragraph (1) of the said Act shall be set as a limit if the Director acts in good faithwithout gross negligence.
The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) Contract, stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The said insurance contract will compensate forlegal damages and costs to be borne by the insured, with the Company bearing the insurance premium of the insured infull amount. Certain exemptions exist, however, such as non-coverage of damages caused by any conduct committed by
the insured while knowing that such conduct was in violation of laws and regulations. If Mr. Tatsuro Yokoyama is elected
and assumes office, he will be one of the insured parties of the said insurance contract. The insurance contract will also be
renewed under the same terms and conditions upon its subsequent renewal.

-9-Agenda Item 3:Election of Two (2) Substitute Audit & Supervisory Board Members

To prepare for any shortfall in the number of Audit & Supervisory Board Members stipulated by laws andregulations, the Company proposes to elect two (2) substitute Audit & Supervisory Board Members in accordancewith Article 329, paragraph (3) of the Companies Act.
Mr. Masaharu Kawai is a candidate for a substitute Audit & Supervisory Board Member other than an Outside Audit& Supervisory Board Member, and Ms. Shiho Nakane is a candidate for a substitute Outside Audit & Supervisory
Board Member. As for the effectiveness of the election under this agenda item, only before the assumption of office
may the election be canceled through a resolution by the Board of Directors Meeting after consent of the Audit &Supervisory Board is obtained. Consent of the Audit & Supervisory Board has been previously obtained with regard
to this agenda item.
The candidates for substitute Audit & Supervisory Board Members are as follows.
CandidateNo.

1Masaharu Kawai
Brief profile and position at the Company
April 1988
January 2020
April 2022
May 2022
October 2023

Joined The Chukyo Bank, Ltd.
Manager of Tokai Branch, The Chukyo Bank, Ltd.
Joined the Company
Acting Manager to the Administration Department
Audit & Supervisory Board staff (current position)[Reason for the nomination as a substitute Audit & Supervisory Board Member candidate](Date of birth)(January 21, 1966)
Number of the Company’s
shares owned
0 shares

Mr. Masaharu Kawai works in the Company’s Administration Department and has taken part in strengthening
the in-house management system by utilizing the knowledge cultivated in a financial institution and bycooperating mainly with the Audit & Supervisory Board and Internal Audit Office. The Company has
nominated him as a substitute Audit & Supervisory Board Member candidate in the belief that, based on theseexperiences, he is sufficiently qualified as the Company’s Audit & Supervisory Board Member and willcontribute to the strengthening of the Company’s audit system.

- 10 -

CandidateNo.

2

Shiho Nakane
Brief profile and position at the Company
October 2005
October 2014
April 2015
April 2017
April 2018

(Date of birth)(August 21, 1973)
Number of the Company’s
shares owned
0 shares

October 2018
April 2021
April 2022

Registered as attorney-at-law with Aichi Bar Association
Joined and attorney-at-law at Hachisuka Law Firm (current position)
Nagoya Family Court Domestic relations conciliator (part-time judge)
Coordinator of Aichi Prefecture Women’s Participation and Advancement (current position)
Lecturer of Chubu Rosai Nursing School
Committee member of Promotion Center of Lawyer Accession of Japan Federation of Bar
Associations (current position)
Member of the Setoshi Aichi Prefectural Board of Education
Vice Chairperson of Aichi Bar Association
Member of Setoshi Aichi Prefecture Administrative Complaint Review Board (current
position)
Vice Chairperson of Administrative Cooperation Center Steering Committee of Aichi Bar
Association (current position)

Significant concurrent positions
Attorney-at-law at Hachisuka Law Firm
Coordinator of Aichi Prefecture Women’sParticipation and Advancement
Committee member of Promotion Center of Lawyer
Accession of Japan Federation of Bar Associations

Member of Setoshi Aichi Prefecture Administrative
Complaint Review Board
Vice Chairperson of Administrative Cooperation
Center Steering Committee of Aichi Bar Association[Reason for the nomination as a substitute Outside Audit & Supervisory Board Member
candidate]
Although Ms. Shiho Nakane has no experience of direct involvement in corporate management, she has
knowledge mainly in corporate legal affairs, risk management, and governance based on her experience as alawyer. The Company has nominated her as a substitute Outside Audit & Supervisory Board Member
candidate in the belief that she will contribute to the enhancement of the medium- to long-term corporate
value of the Company by utilizing such knowledge and taking the responsibility of overseeing highly
effective management and performing checking functions in an independent and objective point of view.

Notes: 1.
2.
3.

4.

5.

There are no special relationships of interest between the respective substitute Audit & Supervisory Board Member
candidates and the Company.
Ms. Shiho Nakane is a candidate for a substitute Outside Audit & Supervisory Board Member.
If Mr. Masaharu Kawai and Ms. Shiho Nakane both assume the office of an Audit & Supervisory Board Member, in
accordance with the provisions of Article 427, paragraph (1) of the Companies Act, the Company will enter into anagreement with each to limit the liability for damages as provided for by Article 423, paragraph (1) of the said Act;
provided, however, that the minimum liability amount provided for by Article 425, paragraph (1) of the said Act shall be
set as a limit if each member acts in good faith without gross negligence.
The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) Contract, stipulated in Article
430-3, paragraph (1) of the Companies Act with an insurance company. The said insurance contract will compensate forlegal damages and costs to be borne by the insured, with the Company bearing the insurance premium of the insured infull amount. Certain exemptions exist, however, such as non-coverage of damages caused by any conduct committed by
the insured while knowing that such conduct was in violation of laws and regulations. If Mr. Masaharu Kawai and Ms.
Shiho Nakane both assume the office of an Audit & Supervisory Board Member, they will be part of the insured parties ofthe said insurance contract.
If Ms. Shiho Nakane assumes the office of an Outside Audit & Supervisory Board Member, the Company will notify her
to the Tokyo Stock Exchange and the Nagoya Stock Exchange as an Independent Officer specified by the said exchanges.
She meets the criteria of independence of Independent Officer, based on the stipulations of the Tokyo Stock Exchange andthe Nagoya Stock Exchange.

- 11 -

Agenda Item 4:

Partial Revision of Share-based Remuneration System for Directors

At the extraordinary meeting of shareholders held on March 28, 1997, the amount of remuneration, etc. for Directorsof the Company was approved to be within 500 million yen per annum. Furthermore, at the 30th Annual Meetingof Shareholders held on November 27, 2019, the introduction of a transfer-restricted share-based remuneration
system (hereinafter “System I”) to Directors (excluding Outside Directors) and as remuneration to grant the transferrestricted shares under System I, provision of monetary remuneration claims in the amount less than 300 million
yen per annum, in addition to the above remuneration limit, was approved. Such was to provide Directors with an
incentive to sustainably improve the Company’s corporate value and promote further value-sharing between
Directors and shareholders.
In addition to providing Directors with an incentive to sustainably improve the Company’s corporate value andpromote further value-sharing between Directors and the shareholders, to clarify the linkage between the Company’s
performance and the Directors’ remuneration, the Company asks approval of the (a) introduction of a performancelinked transfer-restricted share-based remuneration system (hereinafter “System II”) to the Company’s Directors(excluding Outside Directors; hereinafter “Applicable Directors”) where transfer-restricted shares are granted at theend of a certain period according to the degree of achievement of the performance targets for such period and the(b) establishment of a remuneration limit as follows in replacement of the remuneration limit of System I approvedat the 30th Annual Meeting of Shareholders to grant transfer-restricted shares under the System I and System II.
Currently, there are eight (8) Directors (of which three (3) are Outside Directors). If Agenda Item 1 is approved asoriginally proposed, there will be seven (7) Directors (of which three (3) will be Outside Directors).
The total amount of the monetary remuneration provided to Applicable Directors to grant the transfer-restricted
shares under System I and System II shall be within 500 million yen per annum, an amount considered appropriate
in light of the purpose of each above System. The Board of Directors shall decide the specific allocation to eachApplicable Director and the timing for each System.
The issuance or disposition of the transfer-restricted shares under System I and System II shall be made in a mannerin which after receiving monetary remuneration claims as remuneration, etc., the Applicable Director shall deliver
all such monetary remuneration claims as properties contributed in kind, and receive issuance or disposition of theCompany’s common shares. The total number of the Company’s common shares to be issued or disposed ofaccordingly shall be within 300,000 shares per annum (provided, however, that in the event that, on and after thedate of approval of this agenda item, a stock split (including gratuitous assignment of the Company’s commonshares) or reverse stock split of the Company’s common shares takes place, the upper limit number shall be adjusted
according to the stock split ratio or the reverse stock split ratio.) The payment amount per share of the Company’scommon shares to be issued or disposed of, as mentioned above, shall be determined by the Board of Directors to
the extent that is not particularly favorable to the Applicable Directors, based on the closing price of the Company’scommon shares on the Tokyo Stock Exchange on the business day preceding the date of the resolution by the Boardof Directors relating to such issuance or disposition (in the case the transaction is not completed on the same date,the closing price of the preceding latest transaction date).
1. Overview of System I
Besides the upper limit of the amount and number of shares reviewed above, the basic details of System I remains
the same.
Details of an assignment agreement of transfer-restricted shares (hereinafter “Assignment Agreement”) entered
between the Company and the Applicable Directors in issuing or disposing of the Company’s common sharesbased on System I are as before with the following details.
(1) With respect to the Company’s common shares assigned under the Assignment Agreement (hereinafter“Assignment Shares,”) the Applicable Director shall not transfer, pledge, or otherwise dispose of for theperiod from the date of delivery of the Assignment Shares to the date on which such Applicable Director
resigns from the position of a Director or any other position prescribed by the Company’s Board of Directors
or retires (hereinafter “Transfer Restricted Period I.”)
(2) In the event that an Applicable Director resigns from the position set forth in (1) above or retires before theexpiration of the period prescribed by the Company’s Board of Directors (hereinafter “Service Period”), theCompany shall naturally acquire the Assignment Shares without consideration unless there are reasons
where its Board of Directors deems justifiable.
(3) Notwithstanding the provisions of (1) above, provided that the Applicable Director has continuously held
the position set forth in (1) above during the Service Period, the Company shall remove the restriction ontransfer on all Assignment Shares upon the expiration of Transfer Restricted Period I; Provided, however,that in the event that the Applicable Director resigns from the position set forth in (1) above or retires before- 12 -

(4)
(5)

(6)
(7)

the expiration of the Service Period for any reason that the Board of Directors of the Company deems
justifiable as set forth in (2) above, the number of the Assignment Shares for which the restriction on transfer
is to be removed shall be reasonably adjusted as necessary.
The Company shall naturally acquire the Assignment Shares without consideration for which the restriction
on transfer that has not been removed pursuant to the provisions of (3) above as of the time of expiration of
the Transfer Restricted Period I.
Notwithstanding the provisions of (1) above, in the event that the Company’s meeting of shareholders
approves a merger agreement under which the Company becomes a non-surviving company, a shareexchange agreement under which the Company becomes a wholly-owned subsidiary, a share transfer plan,or any other matters related to organizational restructuring, etc. (however, if such organizational
restructuring, etc. does not require the approval of the Company’s meeting of shareholders, the Company’s
Board of Directors) during the Transfer Restricted Period I, the Company shall, under a resolution by its
Board of Directors, remove the restriction on the transfer of the Assignment Shares in the number reasonablyprescribed based on the period from the commencement date of the Service Period to the date of the approvalof such organizational restructuring, etc., before the effective date of such organizational restructuring, etc.
In the cases provided for in (5) above, the Company shall naturally acquire the Assignment Shares withoutcompensation for which the restriction on transfer has not yet been removed as of the time immediately after
the removal of the restriction on transfer under the provisions of (5) above.
The Assignment Agreement shall include the method of declaration of intention and notice under the
Assignment Agreement, the method of revising the Assignment Agreement, and other matters determinedby the Board of Directors.

2. Overview of System II
System II is a performance-linked share-based remuneration system by which the standard remuneration amountfor each Applicable Director referenced, the performance assessment period (hereinafter “Assessment Period”),
and the performance indicators and target values for the Assessment Period are set forth by the Board of Directors,
after being consulted and recommended by the Company’s Nominating and Compensation Committee formed
by a majority of Outside Directors. The Company’s common shares are granted after the end of the Assessment
Period in the number corresponding to the remuneration amount calculated according to the degree ofachievement of the said performance targets. Certain restrictions on transfer shall be put on the Company’scommon shares granted to Applicable Directors under System II.
Performance indicators adopted in System II shall be ones that show profit status, sales status, and others basedon the Company’s management policy, all determined by the Board of Directors.
(1) Share delivery requirements
In System II, the Company shall grant its common shares after the end of the Assessment Period to Applicable
Directors (including Applicable Directors who have newly assumed office after the beginning of theAssessment Period) if the following requirements are met.
1. No occurrence of certain misconduct, etc., prescribed by the Company’s Board of Directors
2. Fulfillment of other requirements prescribed by the Company’s Board of Directors necessary to achieve theobjective of the performance-linked transfer-restricted share-based remuneration system
After the beginning of the Assessment Period (for Applicable Directors who have newly assumed office after
the beginning of the Assessment Period, after such assumption) and before the grant of shares, in the eventthat (1) an Applicable Director deceases, resigns from the Company’s Director or any other positionprescribed by the Company’s Board of Directors due to reasons it deems justifiable, or retires, (2) the
Company’s meeting of shareholders approves a merger agreement under which the Company becomes a
non-surviving company, a share exchange agreement under which the Company becomes a wholly-owned
subsidiary, a share transfer plan, or any other matters related to organizational restructuring, etc. (however,
if such organizational restructuring, etc. does not require the approval of the Company’s meeting ofshareholders, the Company’s Board of Directors), and (3) the Board of Directors of the Company deems
that a justifiable reason exits, the Company may grant its common shares or money at the timing and in thenumber reasonably prescribed by its Board of Directors.
(2) Details of restricted transfer, etc.
The Company’s common shares granted to the Applicable Directors under System II shall come with thefollowing details of restriction on transfer based on an agreement entered between the Company and theApplicable Directors (hereinafter “Grant Agreement”).
1. With respect to the Company’s common shares granted under System II (hereinafter “Granted Shares,”) the
Applicable Director shall not transfer, pledge, or otherwise dispose of for the period until the date on whichsuch Applicable Director resigns from the position of the Company’s Director or any other position- 13 -

prescribed by the Company’s Board of Directors, retires, or during the period (between two to five years) as
prescribed by the Board of Directors of the Company (Transfer Restricted Period II).
2. The Company shall remove the restriction on transfer on all Granted Shares upon the expiration of Transfer
Restricted Period II.
3. In the event that an Applicable Director violates laws and regulations, internal rules, or the Grant Agreement,
or is applicable to any other grounds prescribed by the Company’s Board of Directors that is appropriate toacquire the Granted Shares without consideration during the Transfer Restricted Period II, the Company
shall naturally acquire the Granted Shares without consideration.
4. Notwithstanding the provisions of (1) above, in the event that the Company’s meeting of shareholders
approves a merger agreement under which the Company becomes a non-surviving company, a shareexchange agreement under which the Company becomes a wholly-owned subsidiary, a share transfer plan,or any other matters related to organizational restructuring, etc. (however, if such organizational
restructuring, etc. does not require the approval of the Company’s meeting of shareholders, the Company’s
Board of Directors) during the Transfer Restricted Period II, the Company shall, under a resolution by its
Board of Directors, remove the restriction on the transfer of all Granted Shares before the effective date ofsuch organizational restructuring, etc.
[Appropriate grounds to grant remuneration, etc., based on this agenda item]
System II grants transfer-restricted shares as remuneration, etc., to Applicable Directors to clarify the linkage
between the Company’s performance and Applicable Director’s remuneration, in addition to providing
Applicable Directors with more incentives to sustainably improve the Company’s corporate value and promotefurther value-sharing between them and the shareholders.
The Company has consulted the Nominating and Compensation Committee in advance upon introducing System
II and revising the remuneration limit for System I and System II under this agenda item. Following the receiptof the Committee’s recommendation, the Board of Directors held on October 23, 2023 resolved to revise thepolicy details to determine remuneration, etc. of individual Directors of the Company under the condition that
this agenda item be approved at the 34th Annual Meeting of Shareholders. The outline of such revised
determination policy is as stated in the postscript “For Reference,” in which the grant of transfer-restricted sharesbased on this agenda item complies.
In addition, the percentage of the total number of the transfer-restricted shares granted based on this agenda item
to the total number of issued shares (as of August 31, 2023, excluding the number of treasury shares) isapproximately 2.1% which makes the share dilution ratio negligible.
Accordingly, the Company judges the granting of transfer-restricted shares based on this agenda item asappropriate.
[For reference]In the event that this agenda item is approved, the Company plans to introduce a performance-linked transferrestricted share-based remuneration system similar to System II to the Company’s executive officers as well.
An outline of the revised policy to determine remuneration, etc. of individual Directors upon approval of thisagenda item is as follows.
Policy to determine details of remuneration, etc. of individual Directors (Outline)a.

Basic policy of the remuneration system/level for Directors
The remuneration of the Directors of the Company shall be appealing and at a competitive level, encouraging
the security and growth of diversified and talented human resources. It shall be a system and structure that
increase incentives to enhance the medium- to long-term corporate value and shareholder value.
Remuneration of Directors except Outside Directors shall be composed of a monetary-based basic
remuneration granted as a consideration to the business execution and the share-based remuneration granted
to increase incentives to enhance long-term corporate value while sharing interests with shareholders.
Remuneration of Outside Directors shall only be in the form of a fixed monetary-based remuneration,
considering their duties.
The share-based remuneration shall be prescribed with a certain transfer restricted period and grounds tohave the Company acquire without consideration. It shall be a transfer-restricted share-based remuneration
aimed to provide an incentive to contribute to the enhancement of the long-term corporate value, including
the rise in the stock price, and a performance-linked transfer-restricted share-based remuneration that links
to the degree of achievement of performance for a single year and during the Assessment Period of themedium-term business plan, etc. and management plan.

b.

Policy to determine the amount of individual remuneration, etc. in the basic remuneration (monetary- 14 -

remuneration)(including policy to determine the timing and condition to grant remuneration, etc.)
The basic remuneration of each Director of the Company shall be a monthly fixed remuneration in 12 equal
portions of the annual salary. The remuneration is deliberated by the Nominating and Compensation
Committee which is further recommended to the Board of Directors each business year according to thetitle, responsibilities, and the Company’s performance, comprehensively taking into account factors such as
the officers’ remuneration level in other companies from external research institutions and the Company’s
employee salary level. The Board of Directors then resolves the remuneration details, etc., based on therecommendation of the Nominating and Compensation Committee.
c.

Policy to determine the details and amount of non-monetary remuneration or the calculation method ofsuch numbers (including policy to determine the timing and condition to grant remuneration, etc.)
The non-monetary share-based remuneration provided to Directors except Outside Directors shall be in thefollowing two types.
(1) Transfer-restricted share-based remuneration
The transfer-restricted share-based remuneration shall be a pre-delivery type, with the transfer restrictedperiod set during the posting or employment. The number of transfer-restricted shares granted to each
Director shall be determined by the (a) monthly fixed remuneration amount of each Director determinedbased on the recommendation of the Nominating and Compensation Committee, (b) the monetary claim
amount calculated based on the internal rules for transfer-restricted share-based remuneration (including
title coefficient) set forth under the resolution by the Company’s Board of Directors, and (c) the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding thedate of resolution by the Board of Directors relating to the issuance or disposition of such shares. The
remuneration shall be provided within one month from such date of resolution by the Board of Directors.
(2) Performance-liked transfer-restricted share-based remuneration
The performance-linked transfer-restricted share-based remuneration shall be a post-delivery type,delivered in the form of transfer-restricted shares according to the degree of achievement of theperformance during the Assessment Period. The standard remuneration amount for each Applicable
Director referenced, the Assessment Period, performance indicators, and target values during theAssessment Period are set forth by the Board of Directors after being consulted and recommended by theCompany’s Nominating and Compensation Committee. The Company’s common shares are granted after
the Assessment Period in the number corresponding to the remuneration amount calculated according to
the degree of achievement of the said performance targets.

d.

Policy to determine the percentage of individual remuneration, etc.
The percentage of the remuneration, etc. to Directors by type shall not be determined such as by the present
remuneration system or by the policy of determining the remuneration amount by type.

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