Stock Code : 9450
To Those Shareholders with Voting Rights
NOTICE OF THE 23RD (FY2022) ANNUAL GENERAL MEETING
Proposed resolutions and reference matters
Proposal No.1: Appropriation of Surplus
The appropriation of retained earnings will be as follows.
One of the most important management issues for the Group is to return profits to shareholders while aiming to expand business performance throughgrowth investments. With regard to dividends to shareholders, we will strive to maintain stable dividends while aiming for a dividend payout ratio abovethat of the previous year and aiming to return profits to shareholders in line with business performance.
In light of the above, for the time being, only the year-end dividend will be planned, and the year-end dividend of ¥4.5 per share held will be paid toshareholders of record at the end of the fiscal year.
Matters related to the year-end dividend
1. Type of assets to be distributed
Cash
2. Matters concerning the allotment of the Dividend Property to shareholders and the total amount thereof
4 yen per share of common stock
Total dividend 91,797,552 yen
3. The date on which the said distribution of the surplus will take effect
September 29, 2022

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the proposal(1) The Law Concerning Partial Amendment to the Industrial Competitiveness Enhancement Law (Law No. 70 of 2021) was enacted. Under the provisionsof the Articles of Incorporation, listed companies are allowed to hold general meetings of shareholders with no fixed place (a general meeting ofshareholders attended by directors and shareholders via the Internet without having a physical meeting place, So-called virtual-only general meeting ofshareholders) under certain conditions that are determined based on consideration for ensuring the interests of shareholders. Therefore, Article 13,
Paragraph 2, of the Articles of Incorporation is to be added so that a general meeting of shareholders with no fixed place can be held.
(2) As the amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the "Law for Partial Amendment of the Corporate
Law" (Law No. 70 of 2019) came into force on September 1, 2022, the Articles of Incorporation of the Company will be amended as follows in order
to introduce the electronic provision system of materials for general meetings of shareholders.
① Article 19, paragraph 1 of the proposed amendment stipulates that measures for electronic provision shall be taken with respect to the information
contained in the Reference Documents for General Meeting of Shareholders, etc.
② Article 19, paragraph 2 of the proposed amendment sets forth provisions for limiting the scope of matters stated in the document to be delivered tothe shareholder who requested the document issuance.
③ The provisions of the Reference Documents for General Meetings of Shareholders and other documents that are deemed to be disclosed on theInternet (Article 19 of the current Articles of Incorporation) will no longer be necessary and will be deleted.
④ Supplementary provisions will be established in conjunction with the above-mentioned establishment and deletion.

2. Details of the change
The details of the amendments to the Articles of Incorporation are as follows.
This proposal shall become effective after this general meeting.
(Underlined parts are changed
Current Articles of Incorporation

Proposed changes

Chapter 3 General Provisions

Chapter 3 General Provisions(Convocation)(Convocation)

Article 13(Omitted)

Article 13 (as is)(New clause)

2 The Company may hold a general meeting of shareholders with no fixedplace.

Articles 14 to 18 (Omitted)

Articles 14 to 18 (as is)(Disclosure of Reference Materials for General Meetings of Shareholders on the(Deleted)

Internet and Deemed Provision)(Electronic Provision Measures, etc.)

Articles 19 In connection with the convocation of the general meeting of

Articles 19 The Company shall, at the time of convening a general meetingshareholders, the Company may deem that the Company hasof shareholders, take electronic measures for the information

provided the shareholders with information on matters to be stated orcontained in the Reference Documents for General Meeting ofindicated in the reference documents for general meeting of

Shareholders, etc.

shareholders, business reports, financial statements, and consolidated

2 The Company may, with respect to all or part of the matters forfinancial statements by disclosing them through the Internet inwhich the Electronic Provisioning Measures are to be taken as

accordance with the provisions of the applicable Ordinance of theprescribed by the applicable Ordinance of the Ministry of

Ministry of Justice.

Justice, omit to state such matters in the documents to bedelivered to the shareholders who have requested the delivery(New clause)of the documents by the Record Date of Voting Rights.

(New clause)

Articles 20 to 43 (Omitted)

Articles 20 to 43 (as is)Supplementary Provisions

Supplementary Provisions(Transitional Measures Concerning Exemption of Auditors from Liability)(Transitional Measures Concerning Exemption of Auditors from Liability)

The Company may, by a resolution of the Board of Directors, exempt any auditor

1 The Company may, by a resolution of the Board of Directors, exempt(including former auditors) from liability for compensation as set forth inany auditor (including former auditors) from liability for compensation

Paragraph 1 of Article 423 of the Companies Act with respect to any act

as set forth in Paragraph 1 of Article 423 of the Companies Act with

conducted prior to the conclusion of the 22nd Ordinary General Meeting ofrespect to any act conducted prior to the conclusion of the 22nd

Shareholders to the extent permitted by laws and regulations.

Ordinary General Meeting of Shareholders to the extent permitted by(New clause)laws and regulations.
2 Article 19 of the Articles of Incorporation (Deemed Provision ofReference Documents for Shareholders Meetings, etc. on the Internet)
shall remain in force with respect to a general meeting of shareholders
whose date falls within six months from September 1, 2022 (hereinafterreferred to as the "Date of Enforcement") as the date of the general
meeting of shareholders.

(New clause)

3 Supplementary Provisions 2 and 3 shall be deleted after the date whensix months have elapsed from the date of Date of Enforcement or threemonths have elapsed from the date of the general meeting ofshareholders set forth in the preceding paragraph, whichever is later.

Proposal No.3: Election of seven Director (excluding Audit and Supervisory Committee Member)
Reason for the proposal
All (seven) directors (excluding directors who are Audit and Supervisory Committee members; hereinafter the same on this agenda) will expire at theconclusion of the General Meeting. We would like to ask for the election of seven directors.
If this proposal is approved as a draft, two of the seven directors will be independent directors as stipulated by the Tokyo Stock Exchange and the Sapporo
Stock Exchange.
(Selection of Director Candidates)
Based on our corporate philosophy, we select candidates who embody this philosophy at a high level and can be expected to contribute to the group's
further development as Director candidates. Our basic policy is to appoint them at the annual general meeting of shareholders for a one-year term.
Specifically, the Board of Directors selects candidates for directors who have extensive practical experience and expertise and are able to make appropriate
management decisions and supervise them through leadership roles in the IT industry, financial industry, corporate management, legal affairs,
administration, and consulting.
If the proposal for the election of a director is approved in accordance with the draft proposal at this general meeting, seven directors will assume office,but we believe that it is an appropriate size for the proper decision-making and supervision of management. We also emphasize the diversity of our director,
and we select two women out of seven Director candidates.
With respect to this proposal, we believe that our Audit and Supervisory Committee is qualified for all director candidates.
Director candidates excluding Audit and Supervisory Committee Members are as follows.

Candidate
NumberName

Position and responsibilities

Director meeting
Attendance status
16times/16 times(100%)

1

ReappointmentMasanori Inomata

President of the Representative Director

2

ReappointmentTakafumi Hamauzu

Managing Director
16 times/16 times
Corporate general manager of corporate(100%)
planning office3

ReappointmentHisashi Kaneko

4

ReappointmentMie Ishimaru

5

Reappointment6

Reappointment7

New
appoint
ment

Reappointment

Managing director, Head of Sales Business
Use Sales promotion Department and12 times/12 times
Head of Business Development(100%)
Department (current).
Director
GeneralManagerofCorporate
16 times/16 times
Administration Division and General(100%)
Manager of Finance & Accounting
Department

Nobuyuki Shinoda

Outsidethe Indepen
Compa denceny

Director
Chairperson
committee

Chikako Shimahata

Outsidethe Indepen
Compa denceny

Director

Candidate forreappointed
director

thecompensation

Candidate for new
director

Outsid
e the
Compa
ny

Candidate for Outside
director

16 times/16 times(100%)

16 times/16 times(100%)

Executive Officers
General Manager of Home Use Sales
Division and General Manager of WestJapan Sales Department.

Daisuke Ishikawa

New
appoint
mentof

Independence−Candidates for Independent
Officers under the provisions of
the Tokyo Stock Exchange and the
Sapporo Stock Exchange

Candidate
NumberName(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Arp. 1987

O w n
Number ofour shares

Joined Koa Fire and Marine Insurance. (Currently
Sompo Japan Insurance Inc.)

Masanori Inomata(Born February 26, 1965)[Director candidates]
Reappointment

1

Attendance at Director
meetings
16 times/16 times(100%)

Dec. 1995

Representative Director of My Net.

Nov. 2003

President and Chief Executive Director of theCompany (to present)

Dec. 2008

Corporate Auditor of LEOC

Jun. 2011

Representative Director of MI Corporation, Inc. (topresent)

Jan. 2020

Director of FG-Lab Inc. (current)

Mar. 2020

Director of BizGenesis Inc. (current)

Feb. 2021

Director of FG Smart Asset Inc. (current)

Jul. 2021

Special interest

President and CEO of Off-Grid Lab Inc. (current
position)May. 2022

Reasons for Director
Candidates

5,322,400
sharesDirector General of Sakura Aid, General Incorporated
Association. (current)

Since the company's founding, he has served as president of the Representative
Director, and throughout this time he has formed and cultivated a corporate culturethat leads our development and gathers as many "thanks" as possible. He is
continuing to grow the business results by guiding our group broadly in terms of thedevelopment of the business strategies, taking the initiative, and taking the initiative.
These achievements, experiences, and accumulated knowledge and contacts willcontinue to contribute to the decision-making of our director association, as well as
are useful for the global expansion of the business and the enhancement of corporate
value, and we have made him a director candidate.
There is no special interest between the company.

Candidate
NumberName(Date of Birth)

Takafumi Hamauzu(Born January 20, 1976)[Director candidates]
Reappointment

2

Attendance at Director
meetings
16 times/16 times(100%)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr. 2000

Joined Areaquest Co., Ltd.

Dec. 2000

Joined Venture Link Inc.

Apr. 2007

Joined ORIX Capital Corporation

Feb. 2011

General manager of the Corporate Planning OfficeJun. 2011

President of Chintai Seikatsu Corporation

Jan. 2013

Executive officer and general manager of the

O w n
Number ofour shares

corporate planning office
Mar. 2014

Senior executive officer and general manager of thebusiness administration division

Mar. 2016

Managing Director and general manager of the117,200
sharesbusiness administration division
Oct. 2016

Managing executive officer and deputy generalmanager of the sales promotion divisionSep. 2018

Managing Director and general manager of the

Feb. 2021

Auditor of FG Smart Asset Inc. (current)

Jul. 2021

Managing Director of General Manager ofbusiness administration divisionCorporate Planning Division (to present)

Reasons for Director
Candidates

Special interest

Since joining us, he has worked in the operations of the Corporate Planning
Division and the Sales Division, and currently oversees the Corporate Planning
Division. We have been mainly involved in making decisions on importantmanagement matters and supervising business execution and have promoted thestrengthening of management and sales divisions. We have extensive businessexpertise and general management knowledge, and are therefore qualified as
Director of our company, and have been designated as candidates for director.
There is no special interest between the company

Candidate
NumberName(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr. 1989

Joined Ome Shinkin Bank

Jul. 1994

Joined Osaka USEN Broadcasting Corporation.

Jun. 2019

Joined UCOM Corporation

Oct. 2013

Joined the Company, General Manager of EastOwn
Number ofour shares(currently USEN Corporatin)

Japan Sales Department, Condominium ISP

Hisashi Kaneko(Born April 25, 1966)

Business Division
Jul. 2015

Executive Officer, General Manager of East Japan

Jul. 2016

Senior Executive Officer, General Manager ofSales Department, Sales Division of the Company[Director candidates]

East Japan Sales Department, Sales Division of

Reappointment

the Company
Feb. 2020

3

Managing Executive Officer, General Manager of

110,800
sharesResidence Wi-Fi Sales Dept., Sales Promotion

Attendance at Director
meetings
12 times/12 times

Feb. 2021

Dirctor of FG Smart Asset Inc. (current)(100%)

Jul. 2021

Senior Executive Officer, General Manager ofDiv.

Sales Promotion Division and General Manager
of Business Development Department of theCompany.
Jul. 2022

Managing director, Head of Sales Business Use
Sales promotion Department and Head ofBusiness Development Department (current).

Reasons for Director
Candidates

Special interest

In addition to his abundant experience and achievements through many years ofbusiness execution in the telecommunications-related business, he has insight into
management. Since joining our company, he has worked in the operations of thesales department, and currently oversees the Sales Promotion Division. He wasmainly involved in making decisions on important management matters andsupervising the execution of business, and worked to strengthen the sales division.
We have extensive business expertise and general management knowledge, and are
therefore qualified as director of our company, and have been designated as
candidates for director.
There is no special interest between the company

Candidate
NumberName(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Nov. 1997

O w n
Number ofour shares

Joined Asahi Auditing Corporation (currently limited
liability Azsa Auditing Corporation)

Mie Ishimaru(Born November 2, 1969)[Director candidates]
Reappointment

4

Attendance at Director
meetings
16 times/16 times(100%)

Apr. 2003

Certificated Public Accountant

May. 2011

Registered as a certified public tax accountant

Jun. 2012

Director of Densan Corporation.

Jul. 2018

Outside Director of Japanpara Co., Ltd. (current
position)

Sep.2018

Outside independent Director

Sep. 2019

Deputy general manager of Director business

8,000 sharesadministration division and the general manager ofthe finance and accounting department
Jan. 2020

Auditor of FG-Lab Inc. (current)

Mar. 2020

Auditor of BizGenesis Inc. (current)

Jul. 2021

General Manager of Director Business
Administration Division and General Manager of
the Finance and Accounting Department (topresent)

Reasons for Director
Candidates

Special interest

Since joining our company, she has worked in the business administration
department and currently oversees the business administration headquarters. She has
been involved in overseeing the execution of business by the business management
department and has been engaged in the management and supervision of the Financeand Accounting Department. As a certified public accountant, she is qualified as adirector because she has a wealth of careers and expertise, and she has become acandidate for director.
There is no special interest between the company

Candidate
NumberName(Date of Birth)
Nobuyuki Shinoda

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr. 1974

Joined Seibu Department Store Corporation.

Mar. 1995

General Manager of Human Resources Division,
Personnel Division, Ikebukuro Personnel Division,(Born August 30, 1951)

5

same company as above[Candidates for external
Director]

Mar. 1997

Joined Loft Corporation

Sep. 2002

Executive Officer of Loft Corporation

Outsid
e the
Compa
ny

May. 2008

Director Executive Officer and in charge of

Reappointment

IndependenceAttendance at Director
meetings
16 times/16 times(100%)

O w n
Number ofour shares

Corporate Planning of Loft Corporation
Mar. 2011

3,800 shares

In charge of the Administration Division of Loft
Corporation

Apr. 2016

Joined Citizen Retail Planning Corporation

Jun. 2016

Outside Independent Director (to present)

Jan. 2020

Chairman of our compensation committee (topresent)

Based on his wealth of knowledge and experience in management cultivated todate, we expect him to carry out supervision of our overall management and provide
Reasons for Outside Director appropriate advice from an objective perspective and have made him the company
Candidates and Expected an outside director candidate. After the appointment, we expect him to make use ofRoles
his expertise as an experienced manager to make comments at Director meetings,
etc. on the formulation of management plans, etc. mainly from a managerial
perspective, and to supervise the progress of management plans, etc.
Special interest

There is no special interest between the company.

Candidate
NumberName(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]

Chikako Shimahata

Apr. 2007(Born January 30, 1985)

Oct. 2012[Candidates for external
Director]

Apr. 2013

O w n
Number ofour shares

Joined Sapporo Branch of Shinko Securities(currently Mizuho Securities)
Joined Japan Pension Service Sapporo West
Pension Office
Registration as a certified social insurance andlabor consultant

Reappointment

Outsid
e the
Compa
ny

Apr. 2013

IndependencePirika Office Representative of Labor Relations
Office (to present)

Jun. 2020

Representative Director of Pirika Corporation (topresent)

Sep. 2020

No
Shares

Outside Director of the Company (to present)

Attendance at Director
6

meetings
16 times/16 times(100%)

Shimahata is qualified as a certified social insurance and labor consultant and hasa wealth of careers and expertise in personnel and labor affairs. In order to make use
Reasons for Outside Director of her knowledge/experience in our director committee system, we have appointed
Candidates and Expected her as an outside director candidate. We hope that she will utilize her expertise as a
Rolescertified social insurance and labor consultant to strengthen the supervisory
functions of management in general and the supervisory functions of conflicts ofinterest, mainly from a labor law perspective.
Special interest

There is no special interest between Mr. Shimahata and us.

Candidate
NumberName(Date of Birth)

Daisuke Ishikawa(Born July 31, 1989)[Director candidates]New
appointment
7

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr. 2012

Joined the Company.

Aug. 2019

General Manager of Residence Wi-Fi Sales Dept.,

O w n
Number ofour shares

Sales Promotion Div.
Jul. 2020

General Manager of East Japan Sales Dept., Sales
Promotion Div.

Sep. 2021

Executive Officer, Deputy General Manager ofSales Promotion Division and General Manager of

3,207
sharesEast Japan Sales Department
Jul. 2022

Executive Officer, General Manager of Home Use
Sales Division and General Manager of West Japan
Sales Department.

Reasons for Director
Candidates

Special interest

Since joining our company, I have worked in the operations of the sales
department, and currently oversee the Home Use Sales Division. We have promoted
the decision-making of important matters in the sales department and thestrengthening of the sales department. Because of our extensive businessexperience, we have decided to be qualified as a director of the Company and haveappointed a candidate for the Board of Directors.
There is no special interest between the company(NOTE)
1. For "Number of Shares of the Company Owned," the numbers of shares held as of June 30, 2022 for the respective candidates are shown.
2. Nobuyuki Shinoda and Chikako Shimahata are candidates for outside independent directors. If both are elected as directors, we plan to continue tomake them independent directors as stipulated by the Tokyo Stock Exchange and the Sapporo Stock Exchange.
3. Nobuyuki Shinoda and Chikako Shimahata, candidates for outside director, are currently outside directors of the Company. As of the conclusion of thisgeneral meeting, the years since their appointment as outside directors will be six years for Mr. Nobuyuki Shinoda and two years for Ms. Chikako
Shimahata.
4. We have an officer liability insurance contract with the insurance company, and in the event each candidate is elected as a director, we shall become
the insured under the such insurance contract. It will be updated in the next update. Please refer to page 19 of the business report for an insurance
policy outline.
5. We have stipulated in the Articles of Incorporation that we may enter into a limited liability agreement with outside directors to limit their liability fordamages as stipulated in Paragraph 1 of Article 423 of the Companies Act in accordance with the provisions of Paragraph 1 of Article 427 of the same
Act, in order to attract appropriate personnel with a high degree of independence as outside directors. As a result, Nobuyuki Shinoda and Chikako
Shimahata have concluded a limited liability agreement with us to limit their liability to the amount stipulated by laws and regulations, and if thereappointment of both of them is approved, we plan to continue the above limited liability agreement.

（Reference）Skill matrix of directors
Audit andOutsideCorporate

Supervisory

Directors

management

ESG・

Human
Financial
Resources

Committee

andUnderstanding

SDGs

accounting

Auditors

Masanori
InomataTakafumi
HamauzuNobuyuki
ShinodaChikako
Shimahata

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Ishikawa

Kamada(age/nationality/sex)●

Daisuke

Hiroshitechnologies●●

Ishimaru

Obata

marketingDiversity●

Mie

Tomohirobusiness●

KanekoTatsutastrategyof our business

Hisashi

TetsuoNewcomplianceand Labor

Member

Sales
Legal

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