This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities code: 1407
November 7, 2022
To Shareholders with Voting Rights:
Eiichiro Egashira
Representative Director and President
West Holdings Corporation
1-15-24 Kusunoki-cho, Nishi-ku,
Hiroshima, JapanNOTICE OF
THE 17th ANNUAL GENERAL SHAREHOLDERS’ MEETING
We are pleased to inform you that the 17th Annual General Shareholders’ Meeting (the “Meeting”) of
West Holdings Corporation (the “Company,” together with its subsidiaries, the “Group”) will be held as
described below.
If you are refraining from attending the Meeting in person, you may exercise your voting rights inwriting. Please review the Reference Documents for the General Shareholders’ Meeting provided below,
indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise Form, andreturn it so that it is received by 6:00 p.m. Japan time, Monday, November 21, 2022.
1. Date and Time:

Tuesday, November 22, 2022 at 10:00 a.m. Japan time

2. Place:

Orchid Room, 3rd Floor, ANA Crowne Plaza Hiroshima
7-20, Nakamachi, Naka-ku, Hiroshima, Japan

3. Meeting Agenda:
Matters to be reported:1. The business report and consolidated financial statements for theCompany’s 17th fiscal year (September 1, 2021 - August 31, 2022) andresults of audits of the consolidated financial statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidated financial statements for the Company’s 17th fiscal
year (September 1, 2021 - August 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 8 Directors
Proposal 3:
Election of 3 Audit & Supervisory Board Members
Proposal 4:◼
◼

If you choose to attend the Meeting, please submit the enclosed Voting Rights Exercise Form to thereception.
Of the documents to be provided with this Notice, Matters Concerning the Establishment of Systems
to Ensure the Appropriateness of Company Operations in the business report, Consolidated
Statements of Changes in Equity and Notes to Consolidated Financial Statements in the consolidated
financial statements, and the Non-consolidated Statements of Changes in Equity and Notes to Nonconsolidated Financial Statements in the non-consolidated financial statements have been posted on-1-the Company’s website (https://www.west-gr.co.jp/ir/meeting; in Japanese) pursuant to laws,
regulations and Article 16 of the Company’s Articles of Incorporation, and are therefore not includedin the attachments to this Notice. Accordingly, the attachments to this Notice form part of thematerials audited by the Audit & Supervisory Board Members and the Accounting Auditor in
preparing their respective audit reports.
Any revisions to the contents of the Reference Documents for the General Shareholders’ Meeting,the business report, or the consolidated and non-consolidated financial statements will be mailed inwriting or posted on the Company’s website (https://www.west-gr.co.jp/ir/meeting; in Japanese).

◼

Measures to Prevent the Spread of COVID-19






If you choose to attend the Meeting in person, please be mindful of your physical condition up to
the date of the Meeting and refrain from attending if you are feeling unwell.
In particular, shareholders who are of advanced age, have underlying conditions, or are expecting
are asked to exercise caution when deciding whether or not to attend.
Attending shareholders will be asked to wear a face mask and use an alcohol-based sanitizer toprevent infection. Please note that other measures, such as temperature measurements, may also
be taken.
All the Company’s officers and staff running the Meeting will be wearing face masks.
Any changes to the operation of the Meeting depending on future circumstances will be postedon the Company’s website (https://www.west-gr.co.jp/ir/meeting; in Japanese).

-2-Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

The Company’s basic policy on the distribution of profits to shareholders is to continue to maintain stabledividends and implement active shareholder return measures according to the Company’s financial
situation, while retaining internal reserves required for future business development and strengthening
the Company’s financial position.
Based on the above policy, the Company proposes to pay the following year-end dividend for the
fiscal year under review.
(1) Type of dividend property
Cash(2) Allotment of dividend property and its total amount55 yen per common share of the Company at a total amount of 2,236,548,380 yen(3) Effective date of distribution of surplus
November 24, 2022
The dividends are planned to be paid from retained earnings.

-3-

Proposal 2:
1.

Partial Amendments to the Articles of Incorporation

Reasons for amendments
As the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) came into effect on September 1, 2022, the systemfor electronic provision of materials for general shareholders’ meetings will be introduced. Accordingly, theArticles of Incorporation of the Company will be amended as follows.
(1) The proposed Article 16 (Measures for Electronic Provision, Etc.), Paragraph 1 will be newly establishedas it must be stipulated in the Articles of Incorporation that information contained in the reference
documents for the general shareholders’ meeting, etc. shall be provided electronically.
(2) The proposed Article 16 (Measures for Electronic Provision, Etc.), Paragraph 2 will be newly establishedso that, among the matters in the information contained in the reference documents for the generalshareholders’ meeting, etc. to be provided electronically, the matters to be included in the paper copy to besent to shareholders who have requested it can be limited to the scope stipulated by the Ordinance of the
Ministry of Justice.
(3) If the system for electronic provision of materials for general shareholders’ meetings is introduced, theprovision of Article 16 of the current Articles of Incorporation (Internet Disclosure of Reference
Documents, Etc.) will become unnecessary, and therefore, it will be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related totransitional measures, etc. will be established. These supplementary provisions will be deleted after
specified dates.

2.

Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments
Chapter 3: General Shareholders’ Meetings

Current Articles of Incorporation
Chapter 3: General Shareholders’ Meetings(Internet Disclosure of Reference Documents, Etc.)
Article 16 The Company may deem that it has
provided its shareholders with information
pertaining to matters to be described orindicated in the reference documents for thegeneral shareholders’ meeting, nonconsolidated financial statements, consolidated
financial statements, and business report bydisclosing such information through theinternet in accordance with the provisions
stipulated in the Ordinance of the Ministry ofJustice.

<Deleted>-4-Current Articles of Incorporation<Newly established><Newly established>

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening ageneral shareholders’ meeting, provide
information contained in the reference
documents for the general shareholders’meeting, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights.
Supplementary provisions
1. Notwithstanding the provisions of Article 16 of
the amended Articles of Incorporation, Article
16 of the Articles of Incorporation before theamendments (Internet Disclosure of Reference
Documents, Etc.) shall remain in force withrespect to a general shareholders’ meeting heldon or before February 28, 2023.
2. These supplementary provisions shall bedeleted after March 1, 2023 or the lapse of
three months from the date of the generalshareholders’ meeting set forth in the preceding
paragraph, whichever is later.

-5-

Proposal 3:

Election of 8 Directors

The terms of office of all 8 Directors will expire at the conclusion of this Meeting. Accordingly, theCompany proposes the election of 8 Directors.
The candidates for Director are as follows:

No.

Current positions at the Company

Name

Attendanceat Board of
Directors
meetings

1[Reappointment] Takashi Kikkawa

Representative Director andChairman

14/14(100%)

2[Reappointment] Eiichiro Egashira

Representative Director andPresident

13/14
(93%)

3

[Reappointment] Nobuo Katsumata

Managing Director

4[Reappointment] Eiji Shiiba

Director

5[Reappointment] Kenji Araki

Director

6[Reappointment] Yoshihisa Goto

Director

7[Reappointment] Kazuo Nakashima[Outside]

Director

8[Reappointment] Tomohiro Kurohara[Outside]

Director

14/14(100%)
14/14(100%)
11/11(100%)
11/11(100%)
14/14(100%)
11/11(100%)[Reappointment]: Candidate for reappointment as Director[Outside]: Candidate for Outside Director
Note: Attendance at Board of Directors meetings for candidates Kenji Araki, Yoshihisa Goto, and Tomohiro
Kurohara states their attendance since their appointment as Director on November 26, 2021.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
May 1984

1

2

Number ofshares of theCompany held(Thousands)

Established Nishi-Nihon Kanesho Corporation(currently West Energy Solution Inc.)[Reappointment]
Representative Director and President
17,363
March 2006
Representative Director and President, West
Takashi Kikkawa
Holdings Corporation(April 8, 1950)
November 2009 Representative Director and Chairman, West
Holdings Corporation (current position)[Attendance at Board of Directors meetings]
14/14 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate established this Company in 1984 and has demonstrated
outstanding foresight and strong leadership to drive the Company and took charge of management in general. The
Company proposes his reelection as Director expecting him to make decisions on basic management policies andmanagement strategies and to further strengthen supervisory functions over important business execution in the
future as well.
February 2013
On commission by West Energy Solution Inc.
December 2013 Joined West Holdings Corporation
Executive Officer
Director, West Energy Solution Inc.
November 2014 Director, West Holdings Corporation
November 2015 Director, West O&M, Inc. (current position)[Reappointment]
November 2017 Managing Director, West Holdings Corporation
26
November 2018 Representative Director and President, West
Eiichiro Egashira
Holdings Corporation (current position)(August 27, 1962)
Representative Director and President, West
Energy Solution Inc. (current position)
July 2019
Representative Director and President, WestElectric Power Co., Inc.
September 2020 Director, West Electric Power Co., Inc. (current
position)[Attendance at Board of Directors meetings]
13/14 (93%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate has wide-ranging experience in the operation of the Company’sbusiness. He has served as Representative Director and President of the Company since November 2018 and hasa wealth of experience and insight in management overall. The Company proposes his reelection as Director
expecting him to further strengthen control and direction of business execution in the future as well.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1989

3

Number ofshares of theCompany held(Thousands)

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)May 2019
Seconded to West Holdings Corporation
Executive Officer, General Manager, Finance &Accounting Control Dept. and CFO
August 2019
Joined West Holdings Corporation
Executive Officer, General Manager, Finance &Accounting Control Dept. and CFO
January 2020
Director, West Electric Power Co., Inc.
[Reappointment]
March 2020
Executive Officer, General Manager, Corporate
Administration Division and CFO, West1
Nobuo Katsumata
Holdings Corporation(January 23, 1967)
September 2020 Audit & Supervisory Board Member, West BeginCo., Ltd. (current position)
October 2020
Audit & Supervisory Board Member, WestElectric Power Co., Inc. (current position)
November 2020 Managing Director, West Holdings Corporation(current position)
December 2020 Audit & Supervisory Board Member, West
O&M, Inc. (current position)
March 2021
Audit & Supervisory Board Member, West
Energy Solution Inc. (current position)[Attendance at Board of Directors meetings]
14/14 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate has years of experience in the operation of financial institutions.
As the Director in charge of the Corporate Planning Office and the IR division, he is appropriately performing
important business execution and decision-making. The Company proposes his reelection as a Director expecting
him to further strengthen business execution for achieving the sustainable enhancement of its corporate value inthe future as well.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
February 1995

4

5

Number ofshares of theCompany held(Thousands)

Joined West Corporation (currently West Energy
Solution Inc.)
October 1996
Manager, Accounting Dept., West Corporation
February 1998
Manager, Operations Dept., West Corporation
June 1998
Associate Manager, Finance & Accounting
Dept., West Corporation
November 1998 Section Manager, Finance & Accounting Dept.,
West Corporation
September 1999 Assistant General Manager, Finance &[Reappointment]
Accounting Dept., West Corporation
September 2000 General Manager, Finance & Accounting Dept.,
46
Eiji Shiiba
Administration Control Division, West
(September 29, 1967)
Corporation
November 2003 Executive Officer, West Corporation
March 2006
Executive Officer, General Manager, Finance &Accounting Dept., West Holdings Corporation
December 2013 Audit & Supervisory Board Member, West
Energy Solution Inc.
September 2014 Audit & Supervisory Board Member, WestElectric Power Co., Inc.
November 2014 Director, West Holdings Corporation (current
position)[Attendance at Board of Directors meetings]
14/14 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, the candidate has wide-ranging experience in the management of finance andaccounting operations. He has served as a Director of the Company since November 2014 and has a wealth ofexperience and insight, including in the control of the finance and accounting division. The Company proposes
his reelection as a Director expecting him to further strengthen business execution for achieving the sustainableenhancement of its corporate value in the future as well.
March 2003
Joined Honebuto Homes Co., Ltd. (currently
West Energy Solution Inc.)
March 2006
Transferred to West Holdings Corporation
Director, House Care Co., Ltd. (currently West
Begin Co., Ltd.)
September 2013 General Manager, Global Energy Business
Operations Division, West Holdings Corporation[Reappointment]
November 2019 Seconded to West Energy Solution Inc.
General Manager, Control Division
17
Kenji Araki
December 2020 Director, West Electric Power Co., Inc. (current(October 19, 1970)
position)
Director, West Energy Solution Inc. (current
position)
Executive Officer, West Holdings Corporation
August 2021
Representative Director and President, West
Begin Co., Ltd. (current position)
November 2021 Director, West Holdings Corporation (current
position)[Attendance at Board of Directors meetings]
11/11 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, since joining the Company, the candidate has acquired a wealth of operational
experience and extensive insight into the Group’s core businesses, and he is demonstrating outstanding
management capabilities. Currently, he is responsible for corporate planning as a Director of the Company, andserves as a Director of several subsidiaries. The Company proposes his election as a Director expecting him tofurther strengthen business execution for achieving the sustainable enhancement of its corporate value in the
future.
-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined Suntech Co., Ltd. (currently West GreenPower Co., Ltd.)
Assistant General Manager, Hiroshima Branch,
March 2008
Suntech Co., Ltd.
General Manager, Takamatsu Branch, Suntech
August 2009
Co., Ltd.
General Manager, Fukuoka Branch, Suntech
March 2011
Co., Ltd.
Seconded to West Energy Solution Inc.
January 2012
[Reappointment]
Assistant General Manager, Solution
Chugoku/Shikoku Business Dept.
5
Yoshihisa Goto
Transferred to West Energy Solution Inc.
April
2015
(February 15, 1973)
Deputy General Manager, Solution West Japan
Business Dept.
Executive Officer, West Energy Solution Inc.
November 2018
Director, West Energy Solution Inc. (current
December 2020
position)
Director, West Electric Power Co., Inc. (current
August 2021
position)
Director, West Holdings Corporation (current
November 2021
position)[Attendance at Board of Directors meetings]
11/11 (100%)[Reason for nomination as candidate for Director]
As described in the above summary, since joining the Company, the candidate has served in key positions in thesales division. As a Director of the Company, he plays an important role in the business strategy of the entire
Group. The Company proposes his election as a Director expecting him to further strengthen business execution
for achieving the sustainable enhancement of its corporate value in the future.
April 1977
Joined Fukutoku Bank, Ltd.
November 1990 Joined Uno Accounting Office Co., Ltd.
March 1997
Registered as certified public tax accountant(Chugoku Certified Public Tax Accountants’[Reappointment]
Association)[Outside]
July 1998
Established Nakashima Kazuo Tax Accountant－
OfficeKazuo Nakashima
President (current position)(September 15, 1953)
July 2004
Audit & Supervisory Board Member, Koyo
Industries Co., Ltd. (current position)
November 2016 Outside Director, West Holdings Corporation(current position)[Attendance at Board of Directors meetings]
14/14 (100%)[Reason for nomination as candidate for Outside Director and expected roles]
As described in the above summary, the candidate has no experience of being directly involved in corporate
management, but is well versed in the art of a certified public tax accountant. In addition, as he serves as anadvisor to various companies, he has management acumen in corporate settings. In addition, having already served
6 years as an Outside Director of the Company, he has provided appropriate opinions from a fair and objective
standpoint. The Company proposes his reelection as an Outside Director expecting him to continue to provide
appropriate guidance in decision-making by the Board of Directors in the future as well.
January 2008

6

7

Number ofshares of theCompany held(Thousands)- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Registered as attorney-at-law (Tokyo Bar
Association)
Established Global Sogo Law Office
September 2008
President and Managing Partner, Global Sogo
Law OfficeTransferred registration (Miyazaki Bar[Reappointment]
Association)[Outside]
Established Fukuoka Office of Global Sogo
April 2017
Law Office
Tomohiro Kurohara
President, Fukuoka Office of Global Sogo Law(October 12, 1973)
Office (current position)
Transferred registration (Fukuoka Bar
Association)
Outside Director, West Holdings Corporation
November 2021
(current position)
Outside Director, HATTORY Corporation
May 2022(current position)[Attendance at Board of Directors meetings]
11/11 (100%)

Number ofshares of theCompany held(Thousands)

January 2007

8－

[Reason for nomination as candidate for Outside Director and expected roles]
As described in the above summary, the candidate has no experience of being directly involved in corporate
management, but has a wealth of experience and knowledge as an attorney-at-law. He is qualified to monitor
management independently from an objective standpoint that takes into consideration the corporation as a whole,including laws and regulations. The Company proposes his reelection as an Outside Director expecting him tobring about improved transparency and strengthened supervisory functions of the Board of Directors.
Notes: 1. There are no special interests between the candidates and the Company.
2. Kazuo Nakashima and Tomohiro Kurohara are candidates for Outside Director.
The Company has designated them both as independent directors pursuant to the rules of theTokyo Stock Exchange and registered them as such with the Exchange.
3. Kazuo Nakashima will have served as an Outside Director of the Company for 6 years at theconclusion of this Meeting.
4. Tomohiro Kurohara will have served as an Outside Director of the Company for 1 year at theconclusion of this Meeting.
5. Liability limitation agreement with Directors
To enable Directors (excluding executive Directors, etc.) to fully perform the roles expected ofthem, the Company has an agreement that allows them to be exempt from liability within thestatutory limit. The agreement limits Directors’ liability to 1 million yen or the minimum liability
amount stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. The
Company has entered into such an agreement with Kazuo Nakashima and Tomohiro Kurohara,
and intends to extend the agreement with them when they are re-elected and appointed as Outside
Director.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This
insurance policy will cover any damage that may arise due to the insured Directors assuming
liability for the execution of their duties or receiving a claim in pursuit of such liability. Each of
the candidates will be insured under this insurance policy.
The Company plans to renew the insurance policy with the same details at the time of the next
renewal.

- 11 -

Proposal 4: Election of 3 Audit & Supervisory Board Members
The terms of office of all 3 Audit & Supervisory Board Members will expire at the conclusion of thisMeeting. Accordingly, the Company proposes the election of 3 Audit & Supervisory Board Members.
The Audit & Supervisory Board has consented to the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows:

No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions
April 1976

1

Number ofshares of theCompany held(Thousands)

Joined Setouchi Bank, Ltd. (currently Momiji Bank,Ltd.)
May 1993
General Manager, Danbara Branch, Setouchi Bank,
Ltd.
February 2000
Senior Credit Officer, Credit Control Department,
Setouchi Bank, Ltd.
July 2000
General Manager, Iwakuni Branch, Setouchi Bank, Ltd.
May 2004
General Manager, Innoshima Branch, Setouchi Bank,
Ltd.
[Reappointment]
October 2005
General Manager, Hiro Branch, Setouchi Bank, Ltd.
October 2006
Chief Inspector, Internal Audit Department, Setouchi
15
Hiroshi Okusaki
Bank, Ltd.
(October 13, 1952) January 2008
Seconded to West Holdings Corporation
Chief Advisor to Directors
April 2008
Special Advisor to Directors, West Holdings
Corporation
February 2009Retired at a mandatory retirement age from Momiji
Bank, Ltd.
March 2009
Joined West Holdings Corporation
General Manager, Internal Audit OfficeNovember 2018 Full-time Audit & Supervisory Board Member, West
Holdings Corporation (current position)[Attendance at Board of Directors meetings]
14/14 (100%)[Attendance at Audit & Supervisory Board meetings]
15/16 (93%)[Reason for nomination as candidate for Audit & Supervisory Board Member]
As described in the above summary, the candidate has a wealth of experience in finance and accounting based on
his experience in sales and lending operations at a financial institution. He also possesses abundant experience andknowledge in the audit operation at the bank and at the Company. The Company proposes his reelection as an Audit& Supervisory Board Member as he is qualified to supervise the execution of duties by Directors as a Full-time
Audit & Supervisory Board Member.

- 12 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
March 1976
December 1976
December 1976
April 1979
October 1982
November 1991

2

Number ofshares of theCompany held(Thousands)

Registered as attorney-at-law (Osaka Bar Association)
Transferred registration (Hiroshima Bar Association)
Joined Kaihara Law Office[Reappointment]
Partner, Kaihara and Watanabe Law Office[Outside]
President, Watanabe Law Offices (current position)－
Audit & Supervisory Board Member, OHKEN Inc.
Kuniaki Watanabe(current position)(December 15, 1947) September 1993 Audit & Supervisory Board Member, BUILX Co. Ltd.
(current position)
November 2006 Audit & Supervisory Board Member, West Holdings
Corporation (current position)[Attendance at Board of Directors meetings]
14/14 (100%)[Attendance at Audit & Supervisory Board meetings]
16/16 (100%)[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
As described in the above summary, the candidate has no experience of being directly involved in corporate
management. However, the Company proposes his reelection as it has judged that he will draw on his expertise andexperience cultivated in his career as an attorney to further enhance the Company’s audit system.

- 13 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
April 1969

3

Number ofshares of theCompany held(Thousands)

Joined the Mitsui Trust and Banking Company,
Limited (currently Sumitomo Mitsui Trust Bank,
Limited)April 1992
Director and President, Mitsui Trust and Banking
Company (Europe), Limited
October 1996
General Manager, London Branch, Mitsui Trust andBanking Company, Limited (currently Sumitomo
Mitsui Trust Bank, Limited), Director and Chairman,
Mitsui Trust and Banking Company (Europe), Limited,and Director and Chairman, Mitsui Trust International,
Limited
September 1998 Director and General Manager, Sales Department,
Prudential Mitsui Trust Investment Trust, Limited (on[Reappointment]
secondment)[Outside]
April 2000
Joined Shinko Securities Co., Ltd. (currently Mizuho－
Securities Co., Ltd.)Ken Takahashi
May 2002
Managing Executive Officer, Shinko Securities, Co.,
(August 3, 1946)
Ltd.
June 2005
Representative Director and President, Shinko
Securities (USA), Limited (currently Mizuho Securities
Co., Ltd.)
June 2009
Outside Director, C’BON COSMETICS Co., Ltd.
January 2013
Director, Chiyoda Shoji Co., Ltd.
June 2014
Temporary Audit & Supervisory Board Member, West
Holdings Corporation
November 2014 Audit & Supervisory Board Member, West Holdings
Corporation (current position)
June 2017
Advisor, C’BON COSMETICS Co., Ltd.
April 2018
Senior Advisor, MITA-HOLDINGS Inc. (current
position)[Attendance at Board of Directors meetings]
13/14 (93%)[Attendance at Audit & Supervisory Board meetings]
15/16 (93%)[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
As described in the above summary, the candidate has a wealth of experience and wide-ranging knowledge incorporate management. The Company proposes his reelection as it has judged that he will be able to draw on his
experience and knowledge to offer advice and suggestions to ensure the validity and appropriateness of decisionmaking by the Board of Directors.
Notes: 1. There are no special interests between the candidates and the Company.
2. Kuniaki Watanabe and Ken Takahashi are candidates for Outside Audit & Supervisory Board
Member.
The Company has designated Kuniaki Watanabe as an independent auditor pursuant to the rules of
the Tokyo Stock Exchange and registered him as such with the Exchange.
3. Kuniaki Watanabe will have served as an Outside Audit & Supervisory Board Member of theCompany for 16 years at the conclusion of this Meeting.
4. Ken Takahashi will have served as an Outside Audit & Supervisory Board Member of theCompany for 8 years and 5 months at the conclusion of this Meeting.
5. Liability limitation agreement with Audit & Supervisory Board Members
To enable Audit & Supervisory Board Members to fully perform the roles expected of them, theCompany has an agreement that allows them to be exempt from liability within the statutory limit.
The agreement limits Audit & Supervisory Board Members’ liability to 1 million yen or theminimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, whicheveris higher. The Company has entered into such an agreement with Hiroshi Okusaki, Kuniaki
Watanabe, and Ken Takahashi, and intends to extend the agreement with them when they are reelected and appointed as Audit & Supervisory Board Member.

- 14 -

6. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This
insurance policy will cover any damage that may arise due to the insured Audit & Supervisory
Board Members assuming liability for the execution of their duties or receiving a claim in pursuitof such liability. Each of the candidates will be insured under this insurance policy.
The Company plans to renew the insurance policy with the same details at the time of the next
renewal.

- 15 -