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

Securities code: 4392
March 11, 2022
To Shareholders with Voting Rights:
MURAI Yuji
President and CEO
Future Innovation Group, Inc.
2-5-60, Higashiomichi, Oita-shi,
Oita, JapanNOTICE OF
THE 4th ANNUAL GENERAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 4th annual general shareholders’ meeting of Future Innovation Group,
Inc. (the “Company”) will be held as described below.
After giving careful consideration and taking into account the recent situation of the novel coronavirus(COVID-19) pandemic, the Company has decided to hold this annual general shareholders’ meeting
while implementing appropriate infection prevention measures.
In order to prevent the spread of COVID-19 infection, the Company kindly requests its
shareholders to exercise their voting rights in writing prior to this annual general shareholders’meeting and refrain from attending this meeting in person. The Company would also like to notifythat entry to the meeting venue may be refused due to admission restrictions implemented as partof the infection prevention measures.
Please review the attached Reference Documents for the general shareholders’ meeting, indicate yourapproval or disapproval to each of the proposals on the enclosed voting rights exercise form, and return it
so that it arrives by 6:00 p.m. on Monday, March 28, 2022.
1. Date and Time:
2. Place:

Tuesday, March 29, 2022 at 10:30 a.m. Japan time
(Reception opens at 10:00 a.m.)
Room “Rose”
5th Floor, TOKIWA KAIKAN
2-1-4, Funaimachi, Oita-shi, Oita, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 4th Fiscal Year (January 1, 2021 - December 31, 2021), andresults of audits by the Financial Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 4th Fiscal
Year (January 1, 2021 - December 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Three (3) Directors (Excluding Directors Who Are Audit andProposal 3:
Supervisory Committee Members)
Election of Four (4) Directors Who Are Audit and Supervisory Committee
Proposal 4:
Members-1-

[Guide to Exercising Voting Rights]○ Instead of a shareholder himself/herself another shareholder of the Company entitled to exercise
voting rights may attend as the proxy. Please be advised that such proxy is required to submit adocument certifying authority of the proxy.
○ Shareholders are kindly requested to send back their voting rights exercise forms as soon as possible
as the deadline of exercising of voting rights in writing is 6:00 p.m. on Monday, March 28, 2022, thebusiness day before the general shareholders’ meeting.
○ In case of the exercise of voting rights in writing, no indication of approval or disapproval to each of
the proposals on the voting rights exercise form shall be deemed as a vote of approval.
[Disclosure via the Internet]○ The following matters are posted on the Company’s website on the Internet (http://www.figinc.jp/)
as part of the provision of this Notice and are therefore not included in this Notice and the attacheddocuments, following the provision of laws and regulations, and Article 16 of the Company’s
Articles of Incorporation: “Matters Regarding Share Acquisition Rights, Etc., of the Company” and“Matters Regarding a System to Ensure the Appropriateness of Business Activities and the
Operating Status Thereof” in the Business Report; “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements; and “Notes to Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements. The documents attached to this Notice are therefore part ofthe Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statementsthat were audited by the audit and supervisory committee in preparing its audit report and by thefinancial auditor in preparing its financial audit report.
○ Should the Business Report, the Consolidated Financial Statements, the Non-consolidated Financial
Statements, and the Reference Documents for the general shareholders’ meeting require revisions,the revised versions shall be posted on the Company’s website on the Internet.
[Requests from the Company]○ When attending the meeting, please submit the enclosed voting rights exercise form at the reception
desk of the meeting venue. Please bring this Notice with you to help conserve resources.
○ Please note that any person, other than a shareholder, such as a proxy who is not a shareholder,companion, and child will not be permitted to attend the meeting of shareholders.
[Measures Taken to Prevent the Spread of COVID-19 Infection]○ The number of seats will be reduced and admission will be restricted in order to prevent the spreadof COVID-19 infection.
○ Body temperature will be checked using a non-contact thermometer at the entrance to the meetingvenue. Persons who appear to be unwell may be refused entry to the venue.
○ Attendees are kindly asked to wear a mask, use alcohol sanitizer and to otherwise cooperate with theCompany’s infection prevention measures.
○ Any significant change to details of the measures to prevent the spread of COVID-19 infection andthe operation of the shareholders’ meeting will be announced on the Company’s website on theInternet.
Please note that the Company will not provide any gifts to the attendees of the shareholders’meeting. Thank you for your understanding.

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

Appropriation of Surplus

Matters concerning year-end dividends
The Company recognizes returning profits to its shareholders as one of its management priorities,
and has made it the basic policy to conduct stable dividend payments while securing internal reserves
necessary for the future business expansion and strengthening of management structure.
Accordingly, the Company proposes to pay the following year-end dividends in comprehensive
consideration of its business results for the fiscal year under review and other factors.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountthereof5 yen per share of common stock of the Company
Total amount: 155,876,230 yen(3) Effective date of distribution of surplus
Wednesday, March 30, 2022

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions regarding the system for electronic provision of materials for generalshareholders’ meetings, which are stipulated in the proviso of Article 1 of the supplementaryprovisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019), will be enforced
on September 1, 2022. Accordingly, the amendments are proposed to establish provisions toelectronically provide information contained in the reference materials for the general shareholders’meeting, etc., and to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it.
In addition, the current provisions related to the internet disclosure and deemed provision of thereference materials for the general shareholders’ meeting, etc., will become unnecessary and will
therefore be deleted, and supplementary provisions related to the effective date, etc., will beestablished in line with these amendments.

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2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 16 (Internet Disclosure and Deemed Provision ofReference Materials for the General Shareholders’Meeting, Etc.)
The Company may, when convening a generalshareholders’ meeting, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference materials
for the general shareholders’ meeting, business
report, non-consolidated financial statements, andconsolidated financial statements, by disclosing suchinformation through the Internet in accordance withthe provisions provided in the Ordinance of the
Ministry of Justice.

(Newly established)(Newly established)(Deleted)

Article 16 (Measures for Electronic Provision ofReference Materials for the General Shareholders’Meeting, Etc.)
1. The Company shall, when convening a generalshareholders’ meeting, provide information
contained in the reference materials for the generalshareholders’ meeting, etc., electronically.
2. Among the matters to be provided electronically, theCompany shall not be required to include all or partof the matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.
Supplementary provisions
Article 1 (Transitional Treatment Regarding the
Measures for Electronic Provision of Reference
Materials for the General Shareholders’ Meeting, Etc.)
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Materials for the
General Shareholders’ Meeting, Etc.) of the current
Articles of Incorporation and the Article 16(Measures for Electronic Provision of Reference
Materials for the General Shareholders’ Meeting,Etc.) after amendments shall come into effect on
September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 (Internet Disclosure andDeemed Provision of Reference Materials for the
General Shareholders’ Meeting, Etc.) of the current
Articles of Incorporation shall remain in force withrespect to a general shareholders’ meeting to be heldon or before February 28, 2023.
3. This article shall be deleted after March 1, 2023 or
the lapse of three months from the date of thegeneral shareholders’ meeting set forth in thepreceding paragraph, whichever is later.

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Proposal 3:

Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all of the four (4) Directors (excluding Directors who are audit andsupervisory committee members, the same will apply hereunder in this proposal) will expire at theconclusion of this general shareholders’ meeting. Accordingly, the Company proposes the election of
three (3) Directors.
The eligibility of each of the candidates was deliberated by the Nomination and Compensation
Committee, a voluntary committee comprised of three independent Outside Directors who are audit andsupervisory committee members as the committee members. The audit and supervisory committee has
also judged the nomination procedure appropriate and the candidates eligible for the position of Directorsof the Company, upon discussion based on the details of deliberations by the voluntary Nomination andCompensation Committee.
The candidates for Director are as follows:
Number of
Name
Career summary, positions, responsibilities,
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
December 2002 President and CEO of Mobile Create Co., Ltd.
(incumbent)
June 2010
President and CEO of M.R.L Co., Ltd.
Reappointment
June 2015
Director of ciDrone Co., Ltd. (currently ciRobotics
Co., Ltd.)
June 2015
Director of ISHII TOOL & ENGINEERING
4,288,200
CORPORATION (incumbent)
November 2016 Director of OPTSP CO. LTD
MURAI Yuji
April 2018
Representative Director and Chairman of Tran
(July 15, 1964)
Corporation
1
July 2018
President and CEO of the Company (incumbent)
December 2019 Director of KTS Co., Ltd. (incumbent)[Reason for nomination as a candidate]
Mr. MURAI Yuji has experience he has accumulated in a wide range of areas as the founder of Mobile Create
Co., Ltd., one of FIG Group’s core companies, and abundant knowledge as a business manager. He assumed theoffice of President and CEO of the Company upon its foundation in July 2018. Mr. MURAI has been elected as
the Company judged that he will continue to make a contribution to sustaining growth and enhancing corporate
value over the medium to long term with his strong leadership having driven the Group’s growth and abilities ofdecision-making and execution backed by his track record of achievements.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
February 2007

2

Number ofshares of theCompany held

Joined SATO BENEC Co., Ltd. as General Manager,
Accounting Division
July 2009
General Manager, Administration Division of SATOBENEC Co., Ltd.
November 2012 Joined Mobile Create Co., Ltd. as Manager,
Accounting Section
July 2013
Manager, Management Planning Section, andManager, Accounting Section of Mobile Create Co.,Ltd.
November 2013 Auditor of Okinawa IC Card Co., Ltd. (incumbent)
December 2014 Director of Tran Corporation (incumbent)
June 2015
General Manager, Administration Division of Mobile
Create Co., Ltd.
June 2015
Director of ISHII TOOL & ENGINEERINGCORPORATION
August 2015
Director of M.R.L Co., Ltd. (incumbent)
August 2015
Director and General Manager, Administration
Reappointment
Division of Mobile Create Co., Ltd.
October 2015
CFO of Mobile Create USA, Inc. (incumbent)
11,600June 2016
Director and Manager, Management Planning Officeof Mobile Create Co., Ltd.
KIBE Kazuhisa
June 2016
Director of InfoTrack Telematics Pte. Ltd.
(October 21, 1971)
November 2016 Director of OPTSP CO. LTD
July 2018
Director and Manager, Management Planning Officeof the Company
February 2019
Director and Manager, President’s Office of theCompany
February 2019
Director and General Manager, Sales Division of
Mobile Create Co., Ltd.
March 2020
Director and Executive Officer, and General
Manager, Sales Division of Mobile Create Co., Ltd.
(incumbent)
March 2020
Director and Executive Officer, and Manager,
President’s Office of the Company
March 2021
President and CEO of Okinawa Mobile Create Co.,
Ltd. (incumbent)
March 2021
Director and Managing Executive Officer, andManager, President’s Office of the Company(incumbent)[Reason for nomination as a candidate]
Mr. KIBE Kazuhisa has held a number of important positions at the administration department and the
management planning department since he joined Mobile Create Co., Ltd., one of the Group’s core companies,
and assumed the office of Director of the Company upon its foundation in July 2018. Mr. KIBE has been
elected as the Company judged that he will make a significant contribution to the Group management byleveraging his highly professional knowledge and experience as a Director of the Company in charge of the
public relations and investor relations department.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
March 2007
July 2011
June 2014
June 2015
June 2016
July 2017
July 2017
March 2018
July 2018
August 2018

Reappointment

ACHIWA Takanori(February 9, 1962)
3

February 2019
February 2019
March 2019
December 2019
February 2020
March 2020

March 2020

March 2020

March 2021

March 2021

Joined THE OITA BANK, LTD.
General Manager, Ozai Branch Office of THE OITABANK, LTD.
Representative Director of Oita Venture Capital, co.,ltd.
General Manager, Corporate Sales Support Divisionof THE OITA BANK, LTD.
Executive Officer and General Manager, Corporate
Sales Support Division of THE OITA BANK, LTD.
Executive Officer and General Manager, Beppu
Branch Office of THE OITA BANK, LTD.
Joined Mobile Create Co., Ltd. as Counselor
Manager, Management Planning Office of ISHIITOOL & ENGINEERING CORPORATION
Director and Manager, Management Planning Officeof ISHII TOOL & ENGINEERING CORPORATION
Director of Mobile Create Co., Ltd.
General Manager, Group Supervisory Division of theCompany
Director and Manager, Management Planning Officeof Mobile Create Co., Ltd.
Director of ciRobotics Co., Ltd. (incumbent)
Director and General Manager, Group Supervisory
Division of the Company
Director of KTS Co., Ltd. (incumbent)
Director of OPTSP CO. LTD (incumbent)
Executive Director and Manager, Management
Planning Office of Mobile Create Co., Ltd.
(incumbent)
Director and Executive Officer, and Manager,
Management Planning Office of ISHII TOOL &ENGINEERING CORPORATION
Director and Executive Officer, and General
Manager, Group Supervisory Division of theCompany
Director and Managing Executive Officer, andManager, Management Planning Office of ISHIITOOL & ENGINEERING CORPORATION(incumbent)
Director and Managing Executive Officer, andGeneral Manager, Group Supervisory Division of theCompany(incumbent)

Number ofshares of theCompany held

5,600

[Reason for nomination as a candidate]
Mr. ACHIWA Takanori has abundant experience and extensive knowledge having been engaged in financial
and other institutions over the years. He has held a number of important positions at the management planningdepartment since he joined ISHII TOOL & ENGINEERING CORPORATION, one of the Group’s corecompanies, and became General Manager of the Group Supervisory Division of the Company upon its
foundation in July 2018 and assumed the office of Director in March 2019. Mr. ACHIWA has been elected as
the Company judged that he will make a significant contribution to the Group management by leveraging his
abundant experience and a high level of knowledge he has gained at a financial institution.

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Notes: 1. There are no special interests between any of the candidates and the Company.
2. In order to secure top-class human resources and prevent the execution of duties from losing
vigor, the Company has entered into a directors and officers liability insurance agreement, thecontent of which is outlined below and plans to renew it in August 2022. If the election of thecandidates for Director in this proposal is approved, and if these candidates assume the officeof Director, they will become the insured under the insurance agreement.
[Outline of the content of the insurance agreement](1) Actual ratio of premiums paid by the insured
The premiums, including rider premiums, are paid by the Company. Therefore, the insured
does not actually bear the premiums.
(2) Outline of events insured against
The policy, together with riders, will cover damages that may arise due to the insured
directors and officers assuming liability for the execution of their duties or receiving aclaim related to the pursuit of such liability. However, there are certain exemptions, such as
in case of actions taken with the knowledge that such actions are in violation of laws andregulations.
(3) Measures to ensure that the appropriateness of duties performed by directors and officers
The agreement has a provision of deductibles, and the total amount paid out under thepolicy for damages will be reduced by the amount of the deductible.

-8-Proposal 4:

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all of the four (4) Directors who are audit and supervisory committee
members will expire at the conclusion of this general shareholders’ meeting. Accordingly, the Company
proposes the election of four (4) Directors who are audit and supervisory committee members.
The Company has obtained approval for this proposal from the audit and supervisory committee.
The candidates for Director who is an audit and supervisory committee member are as follows:
Number of
Name
Career summary, positions, responsibilities,
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
April 1979
Joined THE OITA BANK, LTD.
August 2007
Deputy General Manager, Bank Operations
Control Division of THE OITA BANK, LTD.
March 2011
Joined Mobile Create Co., Ltd. as General
Manager, Administration Division
August 2011
Director and General Manager, Administration
Division of Mobile Create Co., Ltd.
November 2011 Director and General Manager, Sales Division of
Mobile Create Co., Ltd.
August 2012Managing Director and General Manager, Sales
Division of Mobile Create Co., Ltd.
July 2013
President and CEO of M.R.L Co., Ltd.
Reappointment
June 2016
Managing Director of Mobile Create Co., Ltd.
June 2017
President and CEO of Okinawa Mobile Create Co.,Ltd.
80,000February 2018
Director of M.R.L Co., Ltd.
Managing Director of the Company
MORIMOTO Masaaki July 2018
Director of ISHII TOOL & ENGINEERING(September 29, 1956) July 2018
1
CORPORATION
October 2019
President and Representative Director of M.R.L
Co., Ltd.
March 2020
Director and Managing Executive Officer ofMobile Create Co., Ltd.
March 2020
Executive Officer of the Company
March 2021
Auditor of Mobile Create Co., Ltd. (incumbent)
March 2021
Auditor of ISHII TOOL & ENGINEERINGCORPORATION (incumbent)
March 2021
Auditor of ciRobotics Co., Ltd. (incumbent)
March 2021
Director (Full time audit and supervisorycommittee member) of the Company (incumbent)[Reason for nomination as a candidate]
Mr. MORIMOTO Masaaki has held a number of important positions at the sales department and the
management planning department since he joined Mobile Create Co., Ltd., one of the Group’s core companies,
and assumed the office of Managing Director of the Company upon its foundation in July 2018. Mr.
MORIMOTO has been elected as the Company judged that he will utilize his abundant experience and a highlevel of knowledge he has cultivated in audits and enhancing governance of the Group.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979

2

3

Number ofshares of theCompany held

Joined Oita Propane Gas Co., Ltd. (currently
Daipro Co., Ltd.)
April 1993
Director and General Manager, Sales Division ofDaipro Co., Ltd.
October 1996
Director and Vice President of Daipro Co., Ltd.
Reappointment
April 1997
Representative Director and President of Daipro
OutsideCo., Ltd.
May 2013
Chairman of the Oita Prefecture LP Gas
Independent
4,000
Association (incumbent)
August 2014
Director of Mobile Create Co., Ltd.
YAMADA Koji
Director (Audit and supervisory committee(September 29, 1955) August 2016
member) of Mobile Create Co., Ltd.
July 2018
Director (Audit and supervisory committee
member) of the Company (incumbent)
April 2020
Representative Director and Chairman of DaiproCo., Ltd. (incumbent)[Reason for nomination as a candidate and overview of expected roles]
Mr. YAMADA Koji has abundant experience and a high level of knowledge as a business manager over theyears. The Company has nominated him as a candidate for Director who is an audit and supervisory committee
member as it judged that he is a person who can be expected to utilize his knowledge and experience cultivatedthus far in enhancing the decision-making function and the effectiveness of the supervisory function of theBoard of Directors from a standpoint independent of corporate management.
April 1980
Joined the Tokyo Regional Taxation Bureau
July 2010
District Director of the Suginami Tax Office
July 2011
Director, Task Force Division, First Taxation
Department of the Tokyo Regional Taxation
BureauJuly 2012
Director, Property Taxation Division, First
Taxation Department of the Tokyo Regional
Reappointment
Taxation Bureau
OutsideJuly 2013
Chief Internal Inspector, Commissioner’s
Independent
Secretariat of National Tax Agency–
July 2015
Regional Commissioner of Kumamoto Regional
WATANABE
Taxation Bureau
Sadayoshi
August 2016
Director (Audit and supervisory committee(March 26, 1956)
member) of Mobile Create Co., Ltd.
August 2016
Director of Watanabe Sadayoshi Tax Accountant
Office (incumbent)
July 2018
Director (Audit and supervisory committee
member) of the Company (incumbent)
March 2019
Outside Auditor of STI Foods Holdings, Inc.
(incumbent)[Reason for nomination as a candidate and overview of expected roles]
Mr. WATANABE Sadayoshi has experience working for the National Tax Agency over the years, expertise asa certified public tax accountant, and abundant knowledge of finance and accounting. Although he does nothave experience of engaging in corporate management other than as an outside director, the Company has
nominated him as a candidate for Director who is an audit and supervisory committee member as it judged that
he is a person who can be expected to utilize his knowledge and experience cultivated thus far in enhancing thedecision-making function and the effectiveness of the supervisory function of the Board of Directors from astandpoint independent of corporate management.

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No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 2001

4

Joined the Ministry of Agriculture, Forestry and
Fisheries
March 2003
Resigned from the Ministry of Agriculture,
New appointment
Forestry and Fisheries
OutsideDecember 2010 Registered as attorney at law with the Oita Bar
Association
Independent–
December 2010 Joined Law Firm AGORA L.P.C.
November 2014 Board Member of the special not-for-profit
ORO Sachikocorporation Oita Kodomo Shien Net (network for(January 20, 1978)
supporting children in Oita) (incumbent)
June 2021
Outside Director (Audit and supervisory committee
member) of THE OITA BANK, LTD. (incumbent)[Reason for nomination as a candidate and overview of expected roles]
Ms. ORO Sachiko has a high level of knowledge as an attorney-at-law, as well as legal expertise. Although she
does not have experience of engaging in corporate management other than as an outside director, the Company
has nominated her as a candidate for Director who is an audit and supervisory committee member as it judgedthat she is a person who can be expected to utilize her knowledge and experience cultivated thus far inenhancing the decision-making function and the effectiveness of the supervisory function of the Board of
Directors from a standpoint independent of corporate management.

Notes: 1. There are no special interests between any of the candidates and the Company.
2. Mr. YAMADA Koji, Mr. WATANABE Sadayoshi and Ms. ORO Sachiko are candidates for
Outside Director.
3. Mr. YAMADA Koji and Mr. WATANABE Sadayoshi will have served three years and eightmonths as Outside Directors who are audit and supervisory committee members at theconclusion of this annual general shareholders’ meeting.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company
has entered into a liability limitation agreement with Mr. MORIMOTO Masaaki, Mr.
YAMADA Koji and Mr. WATANABE Sadayoshi to limit their liability under Article 423,
Paragraph 1 of the same act to the amount specified in laws and regulations. If the re-electionof the three candidates is approved, the Company plans to continue the agreement with them.
If the election of Ms. ORO Sachiko is approved, the Company plans to enter into the same
liability limitation agreement with her.
5. In order to secure top-class human resources and prevent the execution of duties from losing
vigor, the Company has entered into a directors and officers liability insurance agreement, thecontent of which is outlined below and plans to renew it in August 2022. If the election of thecandidates for Director in this proposal is approved, and if these candidates assume the officeof Director, they will become the insured under the insurance agreement.
[Outline of the content of the insurance agreement](1) Actual ratio of premiums paid by the insured
The premiums, including rider premiums, are paid by the Company. Therefore, the insured
does not actually bear the premiums.
(2) Outline of events insured against
The policy, together with riders, will cover damages that may arise due to the insured
directors and officers assuming liability for the execution of their duties or receiving aclaim related to the pursuit of such liability. However, there are certain exemptions, such as
in case of actions taken with the knowledge that such actions are in violation of laws andregulations.

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(3) Measures to ensure that the appropriateness of duties performed by directors and officers
The agreement has a provision of deductibles, and the total amount paid out under thepolicy for damages will be reduced by the amount of the deductible.
6. Ms. ORO Sachiko is concurrently serving as Outside Director of THE OITA BANK, LTD.
The bank is one of the Company’s main creditors.
7. Mr. YAMADA Koji, Mr. WATANABE Sadayoshi and Ms. ORO Sachiko satisfy the
independence criteria set forth by the Tokyo Stock Exchange and the Fukuoka Stock
Exchange and the standard for selecting independent officers set forth by the Company, andthe Company has registered Mr. YAMADA Koji and Mr. WATANABE Sadayoshi as
independent officers under provisions of the Tokyo Stock Exchange and the Fukuoka Stock
Exchange. If the election of Ms. ORO Sachiko is approved, the Company plans to register
her as an independent officer with both stock exchanges.

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