Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9600
June 7, 2024
Start date of measures for electronic provision: June 4, 2024
To our shareholders:Tomomichi Saeki,
Representative Director and Executive
President

I-NET Corp.
5-1-2 Minatomirai, Nishi-Ku,
Yokohama

Notice of the 53rd Annual General Meeting of Shareholders
We are pleased to announce the 53rd Annual General Meeting of Shareholders of I-NET Corp. (the“Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s website. Please access the following website by using
the internet address shown below to review the information.
The Company’s website:
https://www.inet.co.jp/english/ir/event/shareholders-meeting.html
In addition to the Company’s website, the Electronic Provision Measures Matters are also posted on thewebsite of Tokyo Stock Exchange, Inc. (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the website by using the internet address shown above, enter “I-NET” in “Issue name (company
name)” or the Company’s securities code “9600” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights in writing, or via theinternet. Please review the attached Reference Documents for the General Meeting of Shareholders, thenuse either the enclosed voting form or the website for exercising voting rights designated by the Company(https://evote.tr.mufg.jp/) (in Japanese) to indicate your approval or disapproval of the proposals and, if
using the former, return the form to us by postal mail. In either case, your vote should reach us by 5:30 p.m.
on Monday, June 24, 2024 (JST).

-1-1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. (JST) (Reception opens at 9:30 a.m.)

2. Venue:

Queen’s Grand Ballroom, B2F, The Yokohama Bay Hotel Tokyu
2-3-7 Minatomirai, Nishi-Ku, Yokohama

3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 53rd fiscal year
(April 1, 2023 to March 31, 2024) as well as the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit andSupervisory Committee
2. Non-consolidated Financial Statements for the 53rd fiscal year (April 1, 2023
to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3: Election of Four Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 4: Revision of Remuneration Regarding the Grant of Restricted Stock to
Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members and Outside Directors)
4. Guide to Exercising Voting Rights (in Japanese only)
Please refer to the “Guide to Exercising Voting Rights” on page 3 of the Japanese version of the
convocation notice.
5. Arrangements in Convening the Meeting(1) Treatment of duplicate voting
In cases where the exercise of voting rights has been duplicated in writing and via the internet, the vote
exercised via the internet shall prevail, irrespective of the date and time they were received.
In cases where voting rights have been exercised multiple times via the internet, the latest vote shallprevail.
(2) Treatment of voting forms with no indication of approval or disapproval
If you submit a voting form without indicating your approval or disapproval with respect to each
proposal, it will be deemed as an approval.
(3) Instructions on exercise of voting rights via the internet, etc. (in Japanese only)
Please review the “Guidance on Exercising Voting Rights via the Internet, etc.” on page 4 of theJapanese version of the convocation notice, then use the website for exercising voting rights designatedby the Company (https://evote.tr.mufg.jp/) (in Japanese) to exercise your voting rights by 5:30 p.m. on
Monday, June 24, 2024 (JST).
 When you attend the meeting in person, please submit the enclosed voting form to the receptionist at the venue. In
addition, please bring this notice with you to conserve resources.
 This notice also serves as the document to be delivered to shareholders who have made a request for delivery of paperbased documents. In accordance with the provisions of laws and regulations and Article 17, paragraph (2) of theCompany’s Articles of Incorporation, the following items are excluded from such delivery. The Audit and Supervisory
Committee and the Financial Auditor audit documents that include these matters.
1. Notes to Consolidated Financial Statements (in Japanese only)
2. Notes to Non-consolidated Financial Statements (in Japanese only) If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the Company’s website and the TSE website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year
under review and future business development, and it proposes to pay year-end dividends for the 53rd fiscal
year as follows:
Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥27 per common share of the Company
Total dividends: ¥431,587,980
Effective date of dividends of surplus
June 26, 2024

-3-

Proposal No. 2: Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting of
Shareholders.
Thus, in order to strengthen the management team, the Company proposes that eight Directors be elected,
increasing the number by one.
The nominations of the candidates for Director have been deliberated on by the Nominating andCompensation Committee, a majority of whose members are outside Directors, in order to further raisetransparency, fairness and objectivity.
In addition, the Audit and Supervisory Committee of the Company has judged that all of the candidates for
Director in this proposal are qualified.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibilities in the Company

1

Tomomichi Saeki

Representative Director and Executive President

Reelection

2

Naokatsu Uchida

Representative Director and Senior Managing Executive
Officer, Executive Operational Officer

Reelection

3

Katsuyuki Imai

Director and Managing Executive Officer
Executive Administrative Officer and Head of Social
Innovations Department

Reelection

4

Shinichi Koyama

Senior Executive Officer
Head of Digital Transformation Department

New election

5

Hidenao Negishi

Executive Officer
Head of Information Managed Services Department andDivision Manager of Business Process Outsourcing
Division

New election

6

Yukiko Takenouchi

Outside Director

Reelection
OutsideIndependent

7

Hiromi Kitagawa

Outside Director

Reelection
OutsideIndependent

8

Masao Kurokawa

Outside Director

Reelection
OutsideIndependent

Reelection:
New election:
Outside:Independent:

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Independent officer as defined by the securities exchange-4-Candidate
No.

Name
(Date of birth)[Career summary, and position and responsibility in the
Company]
Apr. 1984
Apr. 2007
June 2008
June 2010
June 2013
June 2015

Joined Fuji Consult Co, Ltd. (currently INET Corp.)
Division Manager of MS Division of theCompany
Executive Officer and Division Manager of
MS Division of the Company
Director and Division Manager of Mailing
Services Division of the Company
President and Representative Director of INET DATA SERVICE CORP.
Managing Director, Head of Totsuka
Department, and Division Manager ofMailing Services Division of the Company
Chairman of the Board of I-NET DATASERVICE CORP.

Apr. 2016

Tomomichi Saeki(December 2, 1962)
1

Reelection
Attendance at Board of
Directors meetings
16/16

Number of theCompany’s
shares owned

Managing Director, Head of Data Center
Department, Division Manager of Mailing
Services Division, and Director in charge of
IT Managed Services Division of theCompany
Apr. 2018
Managing Director, Head of Data Center
Department, and Director in charge of IT
Managed Services Division of the Company
June 2019
Director and Managing Executive Officer,
Head of Service Stations Department, Headof Data Center Department, and Director in
charge of IT Managed Services Division of
the Company
46,340
Apr. 2020
Director and Managing Executive Officer,
Head of Service Stations Department, Headof Data Center Department, and Head of IT
Managed Services Department of theCompany
Apr. 2021
Director and Managing Executive Officer,
Head of Service Stations Department, Headof Data Center Department, Head of IT
Managed Services Department, and Director
in charge of Mailing Services Division of theCompany
Apr. 2022
Director and Managing Executive Officer,
Executive Operational Officer and Head of
IT Managed Services Department
June 2022
Director and Senior Managing Executive
Officer, Executive Operational Officer andHead of IT Managed Services Department of
the Company
Oct. 2022
Director and Senior Managing Executive
Officer, Executive Operational Officer andHead of Data Center Department of theCompany
Apr. 2023
Director and Senior Managing Executive
Officer of the Company
June 2023
Representative Director and Executive
President of the Company (current position)[Significant concurrent positions outside the Company]―
Reasons for nomination as a candidate for Director
Since joining the Company, Mr. Saeki has amassed a strong sales record and isconstantly enhancing the Company’s competitive capabilities. He has been
contributing to the business expansion of the Company through not only his
perspective as a corporate manager but also his planning capability based on his
experience amassed through sales and meticulous understanding of theCompany’s services, along with his strong leadership capabilities. Accordingly,
the Company again nominates him as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)Naokatsu Uchida(May 12, 1961)
2

Reelection
Attendance at Board of
Directors meetings
16/16[Career summary, and position and responsibility in the
Company]
May 2011

General Manager of Totsuka Branch of The
Bank of Yokohama, Ltd.

Apr. 2014

Joined the Company
General Manager of Accounting Division,
Finance Department

June 2014

Executive Officer, and General Manager of
Accounting Division, Finance Department of
the Company

Apr. 2015

Executive Officer and Deputy Executive
Administrative Officer of the Company

June 2015

Director and Deputy Executive
Administrative Officer of the Company

Apr. 2016

Director and Executive Administrative
Officer of the Company

June 2016

Director of I-NET DATA SERVICE CORP.

Apr. 2017

Director, Executive Administrative Officer,
and Senior Manager of Finance Division of
the Company

Apr. 2018

Director and Executive Administrative
Officer of the Company

June 2018

Managing Director and Executive
Administrative Officer of the Company

June 2019

Director and Managing Executive Officer;
Executive Administrative Officer, and Headof Finance Department of the Company

Apr. 2020

Director and Managing Executive Officer,and Head of Finance Department of theCompany

June 2021

Auditor of IST-Software Co.,Ltd. (current
position)

Apr. 2023

Director and Managing Executive Officer,
and Executive Operational Officer of theCompany

June 2023

Representative Director and Senior
Managing Executive Officer, and Executive
Operational Officer of the Company (current
position)

Number of theCompany’s
shares owned

23,950[Significant concurrent positions outside the Company]
Auditor of IST-Software Co.,Ltd.
Reasons for nomination as a candidate for Director
Having displayed strong leadership capabilities, Mr. Uchida has been
contributing to sound business management of the Company from a broad
perspective, foremost of which is corporate management, but also including
finance and internal control. He possesses extensive operational knowledge andexperience, and has been performing his duties competently. Accordingly theCompany has again nominated him as a candidate for Director with the
expectation that he will greatly contribute to enhancing the corporate value of
the Company.

-6-

Candidate
No.

Name
(Date of birth)[Career summary, and position and responsibility in the
Company]
Nov. 2013

Senior Examiner of Onsite Instruction
Office, Credit Department of The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently
MUFG Bank, Ltd.)

Jan. 2018

Joined the Company
Senior Manager of General Affairs Division

Apr. 2018

Executive Officer, General Manager ofGeneral Affairs Division, and Head of Legaland Compliance Office of the Company

Oct. 2018

Executive Officer, General Manager ofGeneral Affairs Division, and Head of Risk
Management of the Company

June 2019

Executive Officer, Head of General Affairs
and Personnel Department, General Manager
of General Affairs Division, and Head of
Risk Management of the Company

June 2020

Director and Executive Officer, Head ofGeneral Affairs and Personnel Department,
General Manager of General Affairs
Division, and Head of Risk Management of
the Company

Apr. 2021

Director and Executive Officer and Head ofGeneral Affairs and Personnel Department of
the Company

Apr. 2023

Director and Executive Officer; Executive
Administrative Officer, and Head of Social
Innovations Department of the Company

June 2023

Director and Managing Executive Officer;
Executive Administrative Officer, and Headof Social Innovations Department of theCompany (current position)

Katsuyuki Imai
(February 26, 1963)
3

Reelection
Attendance at Board of
Directors meetings
16/16

Number of theCompany’s
shares owned

12,000[Significant concurrent positions outside the Company]―
Reasons for nomination as a candidate for Director
Mr. Imai originally worked at a financial institution, and he possesses theextensive knowledge and experience required to expand new business fields,
including those overseas. In addition, since joining the Company, he has been
making sincere and appropriate responses to strengthen the business
management systems along with compliance systems. Accordingly, theCompany has again nominated him as a candidate for Director with the
expectation that he will greatly contribute to the sustainable growth of theCompany and the enhancement of its corporate value.

-7-

Candidate
No.

4

Name
(Date of birth)[Career summary, and position and responsibility in the
Company]
Apr. 1998

Joined I-NET Corp.

Apr. 2018

Division Manager of Solutions Division 1 of
the Company

June 2020

Executive Officer, Deputy Head of Digital
Transformation Department and Division
Manager of FinTech Division of theCompany

Shinichi Koyama(October 16, 1974)

June 2021

Senior Executive Officer and Assistant Headof Digital Transformation Department of theCompany

New election

Apr. 2022

Senior Executive Officer and Head of Digital
Transformation Department of the Company(current position)

Attendance at Board of
Directors meetings
0/0

Number of theCompany’s
shares owned

5,000[Significant concurrent positions outside the Company]―
Reasons for nomination as a candidate for Director
Since joining the company, Mr. Koyama has mainly been engaged in systems
development divisions for finance customers, contributing to the businessexpansion of the Company as the person in charge of development departments.
Accordingly, the Company has nominated him as a new candidate for Director
with the expectation that he will fulfill his role appropriately in enhancing thecorporate value of the Company.
Dec. 2019

Executive Officer, Deputy General Manager
of Sales Division and Supervising Manager
of Package Solutions Sales Division, Imura
Envelope Co., Inc. (now Imura & Co., Ltd.)

Feb. 2021

Joined the Company
Division Manager of Mailing Services
Division

June 2022

Executive Officer, Division Manager ofMailing Services Division, Senior Manager
of Sales Dept. and Head of General Affairs
Division of the Company

Hidenao Negishi(February 15, 1968)
5

New election
Attendance at Board of
Directors meetings
0/0

Apr. 2023

Executive Officer and Division Manager ofMailing Services Division of the Company

Apr. 2024

Executive Officer, Head of Information
Managed Services Division and Division
Manager of Business Process Outsourcing
Division of the Company (current position)

1,500[Significant concurrent positions outside the Company]―
Reasons for nomination as a candidate for Director
As Mr. Negishi has been involved in the mailing services division for many
years and has a wealth of experience and achievements in the sales field, theCompany has nominated him as a new candidate for Director with the
expectation that he will contribute to the sustainable growth of the Company
and the enhancement of its corporate value.

-8-

Candidate
No.

Name
(Date of birth)

Yukiko Takenouchi(February 23, 1968)

6

Reelection
OutsideIndependent
Attendance at Board of
Directors meetings
16/16[Career summary, and position and responsibility in the
Company]
Aug. 2011

Representative Director of E･Mu･Zu Co.,
Ltd.

Aug. 2012

Established Woomax Co., Ltd.,
Representative Director

June 2015

Outside Director of the Company (current
position)

July 2020

Representative Director of Independent
Learning Research CenterFeb. 2022

Founder of Woomax Co., Ltd. (current
position)

July 2022

Director of Independent Learning ResearchCenter (current position)

Number of theCompany’s
shares owned

3,200[Significant concurrent positions outside the Company]
Founder of Woomax Co., Ltd.
Director of Independent Learning Research Center
Reasons for nomination as a candidate for outside Director and overview of
expected role
Ms. Takenouchi has been involved in corporate management over many years
and has provided lectures and consulting, etc. on numerous occasions on thetheme of promoting the active participation of women. The Company expects
her to utilize her experience gained through such work in the Company’s
corporate management and its promotion of diversity, and again nominates her
as a candidate for outside Director. At the conclusion of this meeting, her tenure
as outside Director of the Company will have been nine years.

Hiromi Kitagawa(July 20, 1961)

7

Reelection
OutsideIndependent
Attendance at Board of
Directors meetings
16/16

Apr. 2005

Associate Professor of School ofManagement Information, SANNO
University (currently School of InformationOriented Management, SANNO University)

Apr. 2011

Professor of School of Information-Oriented
Management, SANNO University (current
position)

Apr. 2016

Chair of Department of Modern
Management, School of InformationOriented Management, SANNO University

Apr. 2018

Head of Content Business Research Center,
SANNO University (current position)

June 2020

Outside Director of the Company (current
position)

1,200[Significant concurrent positions outside the Company]
Professor of School of Information-Oriented Management,
SANNO University
Reasons for nomination as a candidate for outside Director and overview of
expected role
Ms. Kitagawa has an objective perspective as someone who does not originallybelong to the Company’s industry, and she possesses advanced academic
knowledge in information management. The Company expects her to utilize
this perspective and knowledge in the Company’s corporate management.
Accordingly, the Company again nominates her as a candidate for outside
Director. Ms. Kitagawa has never in the past been involved in the managementof a company other than as an outside Director. However, the Company
nominates her as a candidate for outside Director based on the above reasons.
At the conclusion of this meeting, her tenure as outside Director of theCompany will have been four years.

-9-Candidate
No.

Name
(Date of birth)

Masao Kurokawa(July 11, 1951)

8

Reelection
OutsideIndependent
Attendance at Board of
Directors meetings
13/13[Career summary, and position and responsibility in the
Company]
Apr. 1974

Joined Kanagawa Prefectural Government

June 2010

Vice Governor

July 2017

Chairman of Credit Guarantee Corporationof Kanagawa

July 2019

Director of Kanagawa Water Supply
Authority

June 2023

Advisor of Kanagawa Prefectural Federationof Commerce and Industry (current position)

June 2023

Outside Director of the Company (current
position)

Oct. 2023

Director at Kanagawa University (current
position)

Number of theCompany’s
shares owned

100[Significant concurrent positions outside the Company]
Advisor of Kanagawa Prefectural Federation of Commerceand Industry
Director at Kanagawa University
Reasons for nomination as a candidate for outside Director and overview of
expected role
Mr. Kurokawa, after joining the Kanagawa Prefectural Government, served inimportant positions such as Vice Governor. In addition to possessing extensive
knowledge and experience, he also has extensive personal connections
particularly in local government circles. Accordingly, the Company has
nominated him as a candidate for outside Director with the expectation that hewill contribute to enhancing the corporate value of the Company. Mr. Kurokawa
has never in the past been involved in the management of a company other thanas an outside Director. However, the Company nominates him as a candidate foroutside Director based on the above reasons. At the conclusion of this meeting,his tenure as outside Director of the Company will have been one year.

Notes:

1. There is no special interest between any of the candidates for Director and the Company.
2. Yukiko Takenouchi, Hiromi Kitagawa and Masao Kurokawa are candidates for outside Director.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreements with Yukiko Takenouchi, Hiromi Kitagawa and Masao Kurokawa to limit their liability for damages
under Article 423, paragraph (1) of the Companies Act. Pursuant to this agreement, the defined maximum
amount of liability for damages is the minimum liability amount provided for under Article 425, paragraph (1) of
the Companies Act. If they are reelected, the Company plans to renew this agreement with each of them.
4. The Company has entered into a directors and officers liability insurance policy as set forth in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy will cover losses that may arise due
to an insured’s assumption of liability in the course of their performance of duties, or receipt of claims pertaining
to the pursuit of such liability. Each of the candidates for reelection in this proposal is included as an insured in
the policy. In addition, if this proposal is approved as proposed, all of the candidates for Director will be
included as insureds in the policy. In addition, the Company plans to renew the policy with the same terms forthe Directors in this proposal during their terms of office.
5. The Company has submitted notification to the Tokyo Stock Exchange that Yukiko Takenouchi, Hiromi
Kitagawa and Masao Kurokawa have been designated as independent officers as provided for by the
aforementioned exchange. If all of them are reelected, the Company plans for their designation as independent
officers to continue. The Company’s independence standards for outside officers are described under“Reference” below.

- 10 -

Proposal No. 3: Election of Four Directors Who Are Audit and Supervisory Committee Members
The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this General Meeting of Shareholders.
Thus, in order to strengthen the audit and supervisory functions, the Company proposes that four Directors
who are Audit and Supervisory Committee Members be elected, increasing the number by one.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

Position and responsibilities in the Company

1

Yusuke Ichikawa

Outside Director (full-time Audit and Supervisory
Committee Member)

Reelection
OutsideIndependent

2

Tetsuro Tsuboya

Outside Director (Audit and Supervisory Committee
Member)Reelection
OutsideIndependent

3

Noriko Suzuki

Outside Director (Audit and Supervisory Committee
Member)Reelection
OutsideIndependent

4

Hiromi Nakagawa

Reelection:
New election:
Outside:Independent:

New election
OutsideIndependent

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Independent officer as defined by the securities exchange- 11 -

Candidate
No.

Name
(Date of birth)[Career summary, and position and responsibility in the
Company]
Apr. 2011

General Manager of 5th Tokyo Sales
Department of MST Insurance Service Co.,Ltd.

Apr. 2013

Branch Office Manager of Chubu Higashi
Branch of MST Insurance Service Co., Ltd.

Oct. 2014

General Manager of General Affairs
Department of MST Insurance Service Co.,Ltd.

June 2020
Yusuke Ichikawa(December 17, 1958)

1

Reelection
OutsideIndependent
Attendance at Board of
Directors meetings
16/16

Number of theCompany’s
shares owned

1,600

Outside Director (full-time Audit andSupervisory Committee Member) of theCompany (current position)[Significant concurrent positions outside the Company]―
Reasons for nomination as a candidate for outside Director who is an Audit andSupervisory Committee Member and overview of expected role
Mr. Ichikawa has a meticulous understanding of administration department
operations, abundant experience and achievements related to business
management, and broad knowledge related to corporate governance.
Accordingly, the Company expects him to strengthen audit and supervisory
functions from an expert and objective perspective, and again nominates him asa candidate for outside Director who is an Audit and Supervisory Committee
Member.
Mr. Ichikawa has never in the past been involved in the management of acompany other than as an outside Director. However, the Company nominates
him as a candidate for outside Director who is an Audit and Supervisory
Committee Member based on the above reasons. At the conclusion of thismeeting, his tenure as outside Director (full-time Audit and Supervisory
Committee Member) of the Company will have been four years.

- 12 -

Candidate
No.

Name
(Date of birth)

Apr. 1979

Joined Nippon Telegraph and Telephone
Public Corporation (currently NIPPONTELEGRAPH AND TELEPHONECORPORATION)

July 1988

Transferred to NTT DATA Communications
Systems Corporation (currently NTT DATA
Corporation)

Oct. 2010

Deputy General Manager of First Financial
Sector of NTT DATA Communications
Systems Corporation

Apr. 2011

Associate Director of NTT DATA SYSTEMTECHNOLOGIES INC.

June 2011

Director in charge of NTT DATA Global
Business of NTT DATA SYSTEMTECHNOLOGIES INC.

Reelection
OutsideIndependent

June 2014

Managing Director and General Manager ofSystems Business Division of NJKCorporation (currently NTT DATA NJKCorporation)

Attendance at Board of
Directors meetings
16/16

June 2018

Auditing Officer of NTT DATA MSE
CORPORATION

June 2022

Outside Director (Audit and Supervisory
Committee Member) of the Company(current position)

Tetsuro Tsuboya(October 17, 1955)

2[Career summary, and position and responsibility in the
Company]

Number of theCompany’s
shares owned

2,200[Significant concurrent positions outside the Company]―
Reasons for nomination as a candidate for outside Director who is an Audit andSupervisory Committee Member and overview of expected role
The Company expects Mr. Tsuboya to utilize his high level of professionalism
related to finance systems and his abundant experience related to corporate
management to audit and supervise the Company’s management. Accordingly,
the Company nominates him as a candidate for outside Director who is an Audit
and Supervisory Committee Member. At the conclusion of this meeting, his
tenure as outside Director of the Company will have been two years.

- 13 -

Candidate
No.

Name
(Date of birth)

Noriko Suzuki(November 29, 1963)

3

Reelection
OutsideIndependent
Attendance at Board of
Directors meetings
16/16[Career summary, and position and responsibility in the
Company]
June 1999

Joined Research Department of Hamagin
Research Institute, Ltd.

Apr. 2013

Associate Professor of Gender Equality
Promotion Center of Yokohama National
University

Apr. 2020

Visiting researcher of Research Institute for
Women and Careers of Japan Women’s
University (current position)

Apr. 2021

Part-time Lecturer of Faculty of Law of
Chuo Gakuin University (current position)

Sept. 2021

Lecturer of Recurrent Education Course ofJapan Women’s University (current position)

June 2022

Outside Director (Audit and Supervisory
Committee Member) of the Company(current position)

Number of theCompany’s
shares owned–[Significant concurrent positions outside the Company]
Visiting researcher of Research Institute for Women andCareers, and Lecturer of Recurrent Education Course ofJapan Women’s University,
Part-time Lecturer of Faculty of Law of Chuo Gakuin
University
Reasons for nomination as a candidate for outside Director who is an Audit andSupervisory Committee Member and overview of expected role
Ms. Suzuki has broad experience and insight related to working styles andcareer development for women as a university associate professor and lecturer,
and the Company expects her to strengthen the audit and supervisory functions
from an objective perspective. Accordingly, the Company nominates her as an
outside Director who is an Audit and Supervisory Committee Member.
Ms. Suzuki has never in the past been involved in the management of acompany other than as an outside Director. However, the Company nominates
her as a candidate for outside Director who is an Audit and Supervisory
Committee Member based on the above reasons. At the conclusion of thismeeting, her tenure as outside Director of the Company will have been two
years.
July 1989

Joined KPMG LLP Los Angeles

Apr. 1998

Joined Deloitte LLP New YorkJan. 2019

Joined Deloitte Tohmatsu Tax Co. (current
position)–[Significant concurrent positions outside the Company]
Hiromi Nakagawa(May 5, 1962)

4

Notes:New election
OutsideIndependent―
Reasons for nomination as a candidate for outside Director who is an Audit andSupervisory Committee Member and overview of expected role

As Ms. Nakagawa has been a certified public accountant in the United Statesand has a track record of providing accounting and tax consulting services todomestic and foreign companies, the Company has nominated her as a
Attendance at Board ofcandidate for outside Director who is an Audit and Supervisory Committee
Directors meetings
Member with the expectation that she will utilize her highly specialized
0/0
knowledge and experience, and that she will contribute to strengthening theaudit and supervisory functions of the Company’s management from a global
perspective.
Ms. Nakagawa has never in the past been involved in the management of acompany. However, the Company nominates her as a candidate for outside
Director who is an Audit and Supervisory Committee Member based on theabove reasons.
1. There is no special interest between any of the candidates and the Company.
2. Yusuke Ichikawa, Tetsuro Tsuboya, Noriko Suzuki and Hiromi Nakagawa are candidates for outside Director.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Yusuke Ichikawa, Tetsuro Tsuboya and Noriko Suzuki to limit their liability for damages under- 14 -

Article 423, paragraph (1) of the Companies Act. Pursuant to this agreement, the defined maximum amount ofliability for damages is the minimum liability amount provided for under Article 425, paragraph (1) of theCompanies Act. If they are reelected, the Company plans to renew this agreement with each of them. If Hiromi
Nakagawa is elected, the Company plans to enter into the same limited liability agreement with her.
4. The Company has submitted notification to the Tokyo Stock Exchange that Yusuke Ichikawa, Tetsuro Tsuboya
and Noriko Suzuki have been designated as independent officers as provided for by the aforementioned
exchange. If they are elected, the Company plans for their designation as independent officers to continue.
Furthermore, Hiromi Nakagawa satisfies the requirements for an independent officer as provided for by Tokyo
Stock Exchange, and the Company’s independence standards for outside officers. If Ms. Nakagawa is elected,
the Company plans to submit notification to the aforementioned exchange concerning her designation as anindependent officer. The Company’s independence standards for outside officers are described under“Reference” below.
5. The Company has entered into a directors and officers liability insurance policy as set forth in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy will cover losses that may arise due
to an insured’s assumption of liability in the course of their performance of duties, or receipt of claims pertaining
to the pursuit of such liability. Yusuke Ichikawa, Tetsuro Tsuboya and Noriko Suzuki are included as insureds inthe policy. In addition, if this proposal is approved as proposed, Yusuke Ichikawa, Tetsuro Tsuboya, Noriko
Suzuki and Hiromi Nakagawa will be included as insureds in the policy. In addition, the Company plans torenew the policy with the same terms for the Directors in this proposal during their terms of office.

- 15 -

Reference[Independence Standards for Outside Officers]
The Company deems that an outside officer has independence when he/she meets all of the following:
1. A person who has not been a director, auditor, executive officer or an employee of the Company or its
subsidiary (collectively, the “Group”) in the past ten years
2. A person who has not been a director, auditor, executive officer or an employee of a corporation which
engages in major transactions with the Group in the past five years
Note: “Major transactions” refers to transactions in which the transaction amount with the Groupexceeds 2% of annual consolidated sales of either the Group or the counterparty.
3. A person who has not been a consultant, accounting professional, or legal professional who has been
paid substantial amounts of money or other financial benefits from the Group in the past five years
other than remuneration as officers (or if the party receiving such financial benefits is an incorporated
entity, association or other organization, then persons belonging to such organization)
Note: “Substantial amounts of money or other financial benefits” refers to annual payment by theCompany of ¥10 million or more to an individual, or if such financial benefits are obtained by anorganization, more than 2% of such organization’s annual consolidated sales.
4. A person who has not been a shareholder that directly or indirectly owns 10% or more of the total
voting rights of the Company (or if such shareholder is an incorporated entity, a person who has notbeen a director, auditor, executive officer or an employee thereof) in the past five years
5. A person who has not been a director, auditor, executive officer or any other employee of a corporation
to which outside officers are mutually appointed in the past five years
6. A person who has not been a recipient of substantial donations from the Group or a person who has notbeen a director, auditor, executive officer or any other employee of such recipient in the past five years
Note: “Substantial donations” refers to donations in excess of the higher of ¥10 million per year or 2%of total income of such recipient for the most recent fiscal year.
7. A person who is not a family member within the second degree of kinship of those who fall under anyof items 1. to 6. above
8. There are otherwise no doubts concerning his/her independence as an outside officer of the Group.

- 16 -

Skill Matrix for the Board of Directors After the General Meeting of Shareholders
Note: If the elections of the candidates proposed in this notice are approved, the skill matrix of the Board of
Directors will be as follows:
Corporate
management

IT and digital

Sales andmarketing

Tomomichi Saeki

●

●

●

Naokatsu Uchida

●

Name

●

Katsuyuki Imai
Hidenao Negishi

●

●

●

●

Personnel and
labor

●

●

●

●
●
●

●

●

Masao Kurokawa●

Yusuke Ichikawa●●

Global●●Hiromi Kitagawa

Tetsuro Tsuboya

Governance andcompliance●●

Shinichi Koyama
Yukiko Takenouchi

Finance●●●

Noriko Suzuki●

Hiromi Nakagawa

●

●

Skill

●

Definition

Corporate management

Ability to drive growth with knowledge of business and management that is conscious of markets

IT and digital

Ability to promote innovation and digital transformation (DX) by leveraging the latest technology

Sales and marketing

Ability to drive strategies for improving brand value to accelerate business growth

Finance

Ability to support corporate growth by developing accurate financial strategies based on advanced
specialized knowledge

Governance andcompliance

Ability to encourage sustained improvement of corporate value by strengthening corporate governance

Personnel and labor

Ability to enhance individual growth and organizational strength by developing and fully utilizing thecapabilities of diverse human resources

GlobalAbility to drive global business strategies based on diverse values and cultures- 17 -

Proposal No. 4: Revision of Remuneration Regarding the Grant of Restricted Stock to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)
1. Reason for Plan revision
The Annual General Meeting of Shareholders held on June 24, 2020, approved a proposal pertaining to
the “Determination of Remuneration for Granting Restricted Stock to Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members and Outside Directors)” (the resolution regarding
the proposal at that Annual General Meeting of Shareholders is hereinafter referred to as the “Original
Resolution”), by which a restricted stock compensation plan (hereinafter, the “Plan”) was introduced for
the Company’s Directors (excluding Directors who are Audit and Supervisory Committee Members andoutside Directors; hereinafter referred to as “Eligible Directors”) with the aims of providing them
incentives to continuously enhance corporate value and encouraging them to further share value with theCompany’s shareholders.
In order to further share value with our shareholders, the Company requests that the content of theOriginal Resolution be partially revised as follows so that the total amount of monetary compensation
claims to be paid to the Eligible Directors for the grant of restricted stock can be increased.
2. Overview of plan revision
Under the plan, all monetary remuneration claims to be paid for the grant of restricted stock are to bedelivered to Eligible Directors as assets contributed in kind based on a resolution of the Company’s Boardof Directors, and the Company’s common stock is to be issued or disposed of. As a result, the total
number of common shares of the Company to be issued or disposed of shall be no more than 50,000
shares per year (however, after the date this proposal is approved, if there is a stock split of the Company’scommon stock (including the allotment of the Company’s common shares without contribution) or areverse stock split, or if any other reason arises that requires an adjustment to the total number of commonshares of the Company to be issued or disposed of as restricted stock, the total number will be adjusted
within a reasonable range).
The amount of remuneration for Directors of the Company was approved in a proposal, “Setting theAmount of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” at the Annual General Meeting of Shareholders held on June 24, 2020 as set to be within 270
million yen per year (the amount for outside Directors (excluding Directors who are Audit andSupervisory Committee Members) is within 20 million yen per year).
Furthermore, in the Original Resolution, it was approved that the total amount of monetary remuneration
claims to be paid under the Plan, which is separate from the above remuneration limit, would be no morethan 50 million yen per year.
The Company requests approval to revise the total amount of monetary remuneration claims to be paid
to Eligible Directors under the Plan to within 100 million yen per year.
Other than the above revision, there are no changes to the content of the Original Resolution. In the caseof issuing or disposing of the Company’s common shares under the Plan, the Company and the Eligible
Directors shall enter into a restricted stock allotment agreement (hereinafter, the “Allotment Agreement”)
that includes the outline as follows.
(1) Pursuant to the Allotment Agreement, an Eligible Director shall not transfer, create a security interest,
or otherwise dispose of (hereinafter, the “Transfer Restriction”) the Company’s common sharesallotted (hereinafter, the “Allotted Shares”) during the period from the date of issuance to the date on
which the Eligible Director loses their position as Director of the Company or any other positionprescribed by the Board of Directors of the Company (hereinafter, the “Transfer Restriction Period”).
(2) In the event that an Eligible Director loses their position as set forth in (1) above before the expirationof the period separately determined by the Board of Directors of the Company (hereinafter, the“Service Period”), the Company shall acquire the Allotted Shares without compensation, unless forany reason deemed justifiable by the Board of Directors of the Company.
(3) The Company shall, on the condition that the Eligible Director continues to serve as a Director of theCompany or in a position determined by the Board of Directors of the Company during the Service
Period, lift the Transfer Restriction on all of the Allotted Shares at the expiration of the Transfer
Restriction Period. However, in the event that the Eligible Director loses their position prescribed in(1) above before the expiration of the Service Period due to reasons deemed justifiable by the Board- 18 -

of Directors of the Company prescribed in (2) above, the number of the Allotted Shares to be canceled
and the timing of the lifting of the Transfer Restriction shall be reasonably adjusted as necessary.
(4) The Company shall acquire the Allotted Shares for which the Transfer Restriction has not been liftedpursuant to the provisions of (3) above at the time of expiration of the Transfer Restriction Period
without compensation.
(5) Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, mattersrelated to corporate restructuring, etc., such as a merger agreement in which the Company becomes
an extinguished company, a share exchange agreement in which the Company becomes a wholly
owned subsidiary, or a share transfer plan, are approved at the Company’s General Meeting of
Shareholders (provided, however, that the Company’s Board of Directors does not require approvalat the Company’s General Meeting of Shareholders with respect to the corporate restructuring, etc.),
the Company shall, by resolution of the Board of Directors of the Company, cancel the Transfer
Restriction on the Allotted Shares in a number reasonably determined based on the period from thepayment date to the date of approval of the corporate restructuring, etc., prior to the effective date of
the corporate restructuring, etc.
(6) In the case stipulated in (5) above, the Company shall acquire the Allotted Shares for which theTransfer Restriction has not been lifted immediately after the Transfer Restriction has been lifted inaccordance with (5) above without consideration.
(7) The contents of the Allotment Agreement shall include the method of expression of intent andnotification in the Allotment Agreement, the method of revision of the Allotment Agreement, andany other matters prescribed by the Board of Directors.
Please note that the outline of the policy for determining individual remuneration, etc. for Directors(excluding Directors who are Audit and Supervisory Committee Members) of the Company is as statedon page 43 of the Japanese version of the convocation notice. On condition that this proposal is approved,
the Board of Directors resolved at the Board of Directors meeting held on May 17, 2024 to change thesection of the details regarding the “Policy regarding determining the content and method of calculating
the amount or number of non-monetary remuneration, etc.,” as stated in the “Reference” section below.
This proposal is a proposal to revise the compensation framework for non-monetary compensation to be
granted to Eligible Directors. It is deemed reasonable and necessary as a compensation framework inlight of the criteria for calculation of individual non-monetary compensation, etc. and the proportion ofcompensation to total Director compensation as set forth in the policy.
Should Proposal No. 2 be approved as originally proposed, the number of Directors (excluding Directors
who are Audit and Supervisory Committee Members) after the conclusion of this general meeting will
be eight (including three outside Directors), and the number of Eligible Directors for the Plan will be
five.
Reference
Policy for determining individual remuneration, etc. for Directors (excluding Directors who are Audit
and Supervisory Committee Members) (Excerpt of section to be changed)(Should Proposal No. 4 be approved)
Policy regarding determining the content and method of calculating the amount or number of nonmonetary remuneration, etc.
Non-monetary compensation shall be in the form of restricted stock, and the total amount of monetarycompensation paid for the granting of restricted stock shall be no more than 100 million yen per year.
Specific allocation shall be determined based on a comprehensive consideration of operating income, net
income, ordinary income, net sales, etc. in the short term, and ROE, stock price, and total market value
in the long term, and shall be reflected in the remuneration for the following fiscal year. The Board of
Directors shall make a resolution on the timing of the payment in July each year, and the payment shallbe allocated in August.

- 19 -