Stock Code : 9450
To Those Shareholders with Voting Rights
NOTICE OF THE 24TH (FY2023) ANNUAL GENERAL MEETING
Proposed resolutions and reference matters
Proposal No.1: Appropriation of Surplus
The appropriation of retained earnings will be as follows.
The Group considers the return of profits to shareholders as one of its highest management priorities while aiming to expand business performance throughinvestment for growth. We aim to pay out dividends to shareholders in excess of the payout ratio of the previous year. We will strive to maintain stabledividends while aiming to return profits to shareholders in line with business performance. Based on the above, we will pay a year-end dividend of 10
yen per share, consisting of an ordinary dividend of 8 yen per share and a commemorative dividend of 2 yen per share for the 20th anniversary of our
founding, to shareholders as of the end of the current fiscal year.

Matters related to the Year-end Dividends
1. Type of dividend assets
Cash
2. Matters concerning the allotment of the Dividend Property to shareholders and the total amount thereof
10 yen per share of common stock
Total dividend 204,100,280 yen
3. Effective date of the distribution of the surplus
September 28, 2023

1

Proposal No.2: Election of seven Director (excluding Audit and Supervisory Committee Members)
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, our basic policy is to select candidates for the Board of Directors who embody that philosophy at a high level andwho can be expected to contribute to the further development of our group, and to propose their election at the annual general meeting of shareholders fora term of one year.
Specifically, the Board of Directors selects candidates for the Board of Directors who have played a leading role in the IT industry, financial industry,
corporate management, legal affairs, public administration, consulting, and other fields, have abundant practical experience and specialized knowledge,
and are capable of making appropriate management decisions and providing supervision. The Board of Directors also selects candidates based on thediversity and balance of their skills.
If the proposal for the election of directors is approved at the General Meeting of Shareholders as originally proposed, seven directors will be appointed,
which is considered an appropriate size for appropriate management decision-making and supervision. The Company also places importance on thediversity of its Board of Directors and has selected two female candidates out of seven. With respect to this proposal, the Audit Committee of the Company
has determined that all the candidates are suitable for the position of director.
The nominees for Directors, excluding Audit Committee members, are as follows.
Candidate
NumberName

Position and responsibilities

Director meeting
Attendance status
14 times/14 times(100%)

1

ReappointmentMasanori Inomata

President of the Representative Director

2

ReappointmentTakafumi Hamauzu

Managing Director
14 times/14 times
Corporate general manager of Corporate(100%)
Planning Division3

ReappointmentHisashi Kaneko

Managing director, Head of Business Use
Sales Division and Head of Business
Development Office (current)

14 times/14 times(100%)

4

ReappointmentMie Ishimaru

Director
GeneralManagerofAdministration Division

14 times/14 times(100%)

5

Reappointment5

Reappointment6

ReappointmentReappointment

Executive Officers
Head of Home Use Sales Division and 14 times/14 times
General Manager of Business Use Sales(100%)
Division

Daisuke Ishikawa

Nobuyuki Shinoda

Outsidethe Indepen
Compa denceny

Director
Chairperson
Committee

Chikako Shimahata

Outsidethe Indepen
Compa denceny

Director

Candidate forreappointed
directorNew
appoint
ment

Corporate

Candidate for new
director

Outsid
e the
Compa
ny

of

Candidate for Outside
directortheCompensation

14 times/14 times(100%)

14 times/14 times(100%)

IndependenceCandidates for Independent
Officers under the provisions of
the Tokyo Stock Exchange and the
Sapporo Stock Exchange

2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.)

Dec. 1995

Representative Director of My Net.

Nov. 2003

President and Chief Executive Director of theCompany (current)

Dec. 2008

Corporate Auditor of LEOC

Masanori Inomata

Jun. 2011

Representative Director of MI Corporation, Inc.

(Born February 26, 1965)

Jan. 2020

Director of FG-Lab Inc. (current)[Director candidates]

Mar. 2020

Director of BizGenesis Inc. (current)

Feb. 2021

Director of FG Smart Asset Inc. (current)(current)

Reappointment

Jul. 2021

2,822,400
sharesPresident and CEO of Offgrid-Lab Inc. (current
position)May. 2022

Director General of Sakura Aid, General Incorporated
Association. (current)

Nov. 2022

Director of General Incorporated Foundation MI

1

Management (current)
Jan. 2023

Reasons for Director
Candidates

Special interest

Outside Director of 3eee Inc. (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.

3

Candidate
NumberName(Date of Birth)

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

Takafumi Hamauzu

Mar. 2014

Senior executive officer and general manager of thebusiness administration division(Born January 20, 1976)

Mar. 2016

Managing Director and general manager of thebusiness administration division[Director candidates]
Oct. 2016

Reappointment

117,200
sharesManaging 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 of2business administration divisionCorporate Planning DivisionSep. 2022

Senior Managing Director of General Manager ofCorporate Planning Division (current)

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. He has been mainly involved in making decisions on importantmanagement matters and supervising business execution and have promoted thestrengthening of management and sales divisions. He has 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

4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
Business Division
Jul. 2015

Executive Officer, General Manager of East Japan

Hisashi Kaneko

Jul. 2016

Senior Executive Officer, General Manager of(Born April 25, 1966)

Feb. 2020

Sales Department, Sales Division of the Company
East Japan Sales Department, Sales Division of
the Company
Residence Wi-Fi Sales Dept., Sales Promotion[Director candidates]
Reappointment

Managing Executive Officer, General Manager of

110,800
sharesDiv.
Feb. 2021

Director of FG Smart Asset Inc. (current)

Jul. 2021

Senior Executive Officer, General Manager ofSales Promotion Division and General Manager

3of Business Development Department of theCompany.
Jul. 2022

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

Sep. 2022

Reasons for Director
Candidates

Special interest

Director of Offgrid-Lab Inc. (current)

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.
He has 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

5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)

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)

Sep.2018

Outside independent Director

Sep. 2019

Deputy general manager of Director businessadministration division and the general manager of[Director candidates]
Reappointment
48,000 sharesthe finance and accounting department
Jan. 2020

Auditor of FG-Lab Inc. (current)

Mar. 2020

Auditor of BizGenesis Inc.

Jul. 2021

General Manager of Director Corporate
Administration Division and General Manager of
the Finance and Accounting Department

Jan. 2023

General Manager of Director Corporate
Administration Division (current)

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

6

Candidate
NumberName(Date of Birth)

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

Daisuke Ishikawa

East Japan Sales Department(Born July 31, 1989)

Jul. 2022

Executive Officer, Head of Home Use Sales
Division and General Manager of West Japan Sales[Director candidates]

3,400
sharesDepartment.

Reappointment

Sep. 2022

Director, Head of Home Use Sales Division andGeneral Manager of West Japan Sales Department.

5

May. 2023

Director, Head of Home Use Sales Division andGeneral Manager of West Japan Sales Department.

Aug. 2023

Director, Head of Home Use Sales Division andGeneral Manager of Business Use Sales Division(current)

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

7

Candidate
NumberName(Date of Birth)

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,

O w n
Number ofour shares

Personnel Division, Ikebukuro Personnel Division,
same company as above

Nobuyuki Shinoda

6Mar. 1997

Joined Loft Corporation(Born August 30, 1951)

Sep. 2002

Executive Officer of Loft Corporation[Candidates for external
Director]

May. 2008

Director Executive Officer and in charge of

Reappointment

Outsid
e the
Compa
ny

Corporate Planning of Loft Corporation
Mar. 2011

Independence3,800 shares

In charge of the Administration Division of Loft
Corporation

Apr. 2016

Joined Citizen Retail Planning Corporation

Jun. 2016

Outside Independent Director (current)

Jan. 2020

Chairman of our Compensation CommitteeAug. 2023

Chairman of our Nominating and Compensation
Committee (current)

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.

8

Candidate
NumberName(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr. 2007

Chikako Shimahata(Born January 30, 1985)

7

Reapp
ointment

IndependenceJoined Japan Pension Service Sapporo West
Pension Office

Apr. 2013

Registration as a certified social insurance andlabor consultant

Apr. 2013

Outsid
e the
Compa
ny

Joined Sapporo Branch of Shinko Securities(currently Mizuho Securities)

Oct. 2012[Candidates for external
Director]O w n
Number ofour shares

Pirika Office Representative of Labor Relations

No
Shares

Office (current)
Jun. 2020

Representative Director of Pirika Corporation(current)

Sep. 2020

Outside Director of the Company (current)

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 the company(NOTE)
1. For "Number of Shares of the Company Owned," the numbers of shares held as of June 30, 2023, 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 seven years for Mr. Nobuyuki Shinoda and three 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.

9

Proposal No.3: Election of three Directors as members of the Audit Committee
Reason for the proposal
The terms of office of all three (3) Directors as members of the Audit Committee will expire at the conclusion of this General Meeting of Shareholders,
and therefore, the Company proposes the election of three (3) Directors as members of the Audit Committee. If this proposal is approved as proposed,
two of the three (3) Directors who are members of the Audit Committee will be appointed as independent directors as stipulated by the Tokyo Stock
Exchange and the Sapporo Securities Exchange.
The nominees for the position of director as a member of the Audit Committee are as follows
Candidate
Number1

Reappointment2

Reappointment3

ReappointmentName

Position and responsibilities

Director meeting
Attendance status

Audit Committee
meeting
Attendance status

Tetsuo Tatsuta

Audit Committee Member

14 times/14 times(100%)

15 times/15 times(100%)Tomohiro Obata

Outsidethe Indepen
Compa dencenyOutside Audit Committee
Member

14 times/14 times(100%)

15 times/15 times(100%)

Hiroshi Kamada

Outsidethe Indepen
Compa dencenyOutside Audit Committee
Member

14 times/14 times(100%)

15 times/15 times(100%)

10

Candidate
NumberName(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr 1973
Jul 2002
May 2003
May 2006

Tetsuo Tatsuta(Born November 22, 1949)[Candidates for Audit
Committee Member]1

Jun 2014
Jun 2014
Jun 2014
Apr 2017
May 2017
Oct 2018
Jun 2019

Reappointment
Aug 2019
Sep 2021
Sep 2021
Jun 2023.
Reasons for Audit
Committee Member
Candidates and Expected
Roles
Special interest

Joined Hokkaido BankManaging Director of Kyokuichi Logistics
Managing Director of Marukita Corporation
President and Representative Director of Marukita
Corporation
Senior Managing Director of Kyokuichi
Auditor of Kyokuichi Logistics
Auditor of Towa Shokuhin
Senior Managing Director of Kyokuichi Holdings
Corporate Auditor of Marukita Corporation
Joined the Company
Outside Corporate Auditor of Furano Local
Wholesale Market
General Manager of Internal Audit Office of theCompany
Appointed Director of the Company (Full-time Audit
Committee Member) (current)
Appointed Auditor of Feibo Netcom Technology
Part-time Auditor of Uohan

Own
Number of our shares

4,100 shares

He has been engaged in the banking industry for many years and has played a role insupporting the Hokkaido economy. Based on his wealth of knowledge and experience inbusiness management, he can be expected to supervise the overall management of theCompany and provide accurate advice from an objective viewpoint. Therefore, we havenominated him as a candidate for the position of Director and Audit Committee Member.
There is no special interest between the company

11

Candidate
Number2

Name(Date of Birth)

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

Oct 2005 Registered as a lawyer (Daini Tokyo Bar Association)Oct 2005 Joined Hiraide Law Office (currently Hiraide &Tomohiro Obata
Takahashi Law Office)Jan 2012 Co-established Ohta & Obata Law Office, Representativeof Tokyo Office(Born October 15, 1975)
Jun
2013
OutsideCorporate
Auditor, RS Technology, Inc.
[Candidates for Audit
Committee Member]
Nov 2015 Outside Director of Tohoku EnterpriseJun 2016 Outside Corporate Auditor of the Company
OutsidMay 2020 Representative Partner of PLAZA Law Office (current)
Reapp
e the
Indepe May 2021 Outside Corporate Auditor of Paradigm ShiftointmeCompa ndencent
Corporation (current)ny
Sep 2021 Outside Director of the Company (Member of the Audit
Committee) (current)

Own
Number of our shares

3,800 shares

He is a licensed attorney at law and has an extensive career and professional knowledge
and experience in the legal field. We nominated him as a candidate for outside director as a
Reasons for Audit
member of the Audit and Supervisory Committee so that he can apply his knowledge andCommittee Member
experience to the Company's Board of Directors structure. After his election, we expect that
Candidates and Expected
he will utilize his expertise as an attorney to strengthen the Company's overall management
Roles
supervision function and conflict of interest supervision function, mainly from a legal
perspective.
Special interest

There is no special interest between the company

12

Candidate
Number3

Name(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr 1979 Joined Hayasaka Accounting Office
May 1980 Joined France Vette Sales
Apr 1982 Joined Hokkaido Commerce and Industry GuidanceCenterHiroshi Kamada
Apr 1986 Registered as a small and medium-sized enterprisediagnostician (Commerce 208717)
Apr
2000
JoinedHokkaido
Small and Medium Business Support(Born Feb 20, 1957)
Center (currently Hokkaido Small and Medium[Candidates for Audit
Committee Member]Business Support Center)Apr 2015 Director of the Corporate Promotion Department
OutsidApr 2016 Counselor, Management Support Department, Hokkaido
Reapp
e the
IndepeSmall and Medium Business Support Center
ointmeCompa ndence
nt
Apr
2017
Representativeof Office K. (current)ny
Apr 2017 Outside Corporate Auditor of the Company
Dec 2020 Auditor of MI Foundation (current)
Sep 2021 Outside Director of the Company (Audit Committee
Member) (current)

Own
Number of our shares- shares

He is nominated as a candidate for Outside Director as a member of the Audit Committee
because we expect him to supervise the overall management of the Company from an
Reasons for Audit
objective perspective and provide accurate advice based on his extensive knowledge andCommittee Member
experience in business management. After his election, we expect him to utilize his expertise
Candidates and Expected
as a person with management experience to make comments at meetings of the Board of
Roles
Directors, etc. concerning the formulation of management plans, etc., mainly from amanagerial perspective, and to supervise the progress of management plans, etc.
Special interest

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, 2023, for the respective candidates are shown.
2. Tomohiro Obata and Hiroshi Kamada are candidates for outside independent directors and members of the Audit Committee. If both are elected as
directors, the Company will continue to appoint them as independent directors as stipulated by the Tokyo Stock Exchange and the Sapporo Stock
Exchange.
3. Tomohiro Obata and Hiroshi Kamada are currently outside directors (Audit & Supervisory Board Member) of the Company and will have been in
office as outside Audit & Supervisory Board Members for two years for Mr. Tomohiro Obata and two years for Mr. Hiroshi Kamada at the conclusionof this General Meeting of Shareholders.
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, Tomohiro Obata and Hiroshi
Kamada 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.

13

（Reference）Skill matrix of directors
Audit andOutsideSupervisory

Directors

Understanding
Corporate

ESG・

Human
Financialof ourCommitteeandmanagement

Resources
SDGs

accounting

business
Member●InomataTakafumi●

Hamauzu●

Mie●

Ishimaru

Shimahata

●

●

●

●

Tomohiro
Obata
Hiroshi
Kamadatechnologies●(age/nationality/sex)

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●
●

Ishikawa

TatsutamarketingDiversity●●

Daisuke

Tetsuobusiness●

KanekoChikakostrategy
complianceand Labor●

Hisashi

ShinodaNew

Auditors

Masanori

Nobuyuki

Sales
Legal

●

●

●

●

●

●

●

●

●

●

14

Proposal No.4: Revision of Remuneration for Directors Other Than Audit Committee Members in the Form of Stock Compensation
The Company resolved at the 22nd Ordinary General Meeting of Shareholders held on September 28, 2021 that the amount of monetary remuneration
for directors other than those who are members of the Audit Committee shall be no more than 350 million yen per year (50 million yen per year for outside
directors, but not including the portion of employee salaries for directors who serve concurrently as employees).
The amount of salary of outside directors shall not exceed 350 million yen per year (including 50 million yen per year for outside directors, but notincluding the salary for employees of directors who concurrently serve as employees). The Company's Board of Directors approved at the same Ordinary
General Meeting of Shareholders a proposal to introduce a short-term stock compensation plan (hereinafter referred to as "Subject Director I") for directors
other than those who are members of the Audit Committee (excluding outside directors), which is separate from the said compensation plan.
The Company resolved at the Ordinary General Meeting of Shareholders to introduce a short-term stock compensation plan ("Plan I") for directors otherthan those who are members of the Audit and Supervisory Committee and for directors who are members of the Audit and Supervisory Committee,
separately from such compensation. The long-term stock compensation plan for directors other than directors who are members of the Audit andSupervisory Committee (hereinafter referred to as "Subject Director II," and together with Subject Director I, "Subject Directors") (hereinafter referred toas "Long-term Stock Compensation Plan I").
The Company will introduce a long-term stock compensation plan (hereinafter referred to as "Plan II" and together with Plan I, the "Plan") for directors
other than directors who are members of the Audit and Supervisory Committee (hereinafter referred to as "Subject Directors II" and together with Subject
Director I, the "Subject Directors"). The maximum amount of compensation for each service period under Plan I shall be 50 million yen or less, the total
number of shares of common stock of the Company to be issued or disposed of Subject Director I for each service period shall be 15,000 shares or less,the maximum amount of compensation for each service period under Plan II shall be 100 million yen (including 10 million yen for all Outside Directors),
and the maximum amount of compensation for each service period under Plan II shall be 10 million yen. The total number of shares of the Company's
common stock to be issued or disposed of to subject Director II for each service period shall not exceed 23,000 shares (of which 1,400 shares shall be
issued to all outside directors).
In light of the recent significant fluctuations in the Company's stock price compared to the time of introduction of this plan due to changes in the global
market environment and other factors, the Board of Directors of the Company has approved this plan in order to clarify the linkage between thecompensation of subject directors and the Company's performance and stock value, thereby providing incentives to continuously improve the Company's
corporate value, as well as to further enhance the relationship between subject directors and all shareholders. In order to maintain the purpose of the Plan,
which is to further promote value sharing between the Directors and shareholders, we request your approval to increase the maximum total number ofshares of common stock of the Company to be issued or disposed of to the Subject Directors under the Plan. Specifically, the total number of shares ofcommon stock of the Company to be issued or disposed of to Subject Director I under this Plan I for each service period shall not exceed 56,000 shares,
and the total number of shares of common stock of the Company to be issued or disposed of to Subject Director II under this Plan II for each service period
shall not exceed 112,000 shares (including 12,000 shares for all Outside Directors).
The total number of shares of the Company's common stock to be issued or disposed of to the subject Director II under this Plan II for each service
period shall be 112,000 shares (including 12,000 shares for all Outside Directors). However, if the total number of outstanding shares of the Company isincreased or decreased due to a reverse stock split or stock consolidation (including gratis allotment of shares), the above maximum number of shares shallbe adjusted in accordance with the following formula. The maximum number of shares to be issued shall be adjusted in accordance with the abovementioned
ratio.
This proposal is because the Company's stock price has fluctuated significantly since the introduction of this plan due to changes in the global market
environment, etc. Therefore, while the maximum total number of shares of common stock of the Company to be issued or disposed of to the Subject
Directors under this plan will be increased, the total amount of compensation to be granted to the Subject Directors under this plan will not be increased.
The Company has not raised the total amount of compensation to be granted to Directors under the Plan. This proposal is also in line with the Company's
policy on the determination of the content of individual remuneration, etc. for Directors (for an overview of the policy, please refer to "Business Report 4.
The policy is necessary and reasonable to grant remuneration to subject directors in accordance with the "Regulations on Remuneration, etc. for Directors(4) Delegation of Determination of Details of Individual Remuneration, etc. for Directors" in "4. Furthermore, the ratio of the maximum number of shares
to be issued or disposed of in a year under each of the Plan I and Plan II to the total number of outstanding shares (as of June 30, 2023) is approximately
0.27% under Plan I and approximately 0.54% under Plan II, respectively, and the dilution ratio is minimal.
If Proposal 2 is approved as originally proposed, there will continue to be 5 subject Directors I and 7 subject Directors II.

15

Proposal No.5: Revision of Remuneration for Directors who are Audit Committee Members in relation to Stock-based Remuneration
The Company resolved at the 22nd Ordinary General Meeting of Shareholders held on September 28, 2021 that the amount of monetary remuneration
for directors who are members of the Audit and Supervisory Committee of the Company shall be 60 million yen or less per year, and at the same Ordinary
General Meeting of Shareholders, a stock compensation plan (hereinafter referred to as the "Plan") for directors who are members of the Audit andSupervisory Committee (hereinafter referred to as "Subject Directors") was established separately from such amount. The Company will introduce a stockcompensation plan (the "Plan") for directors who are members of the Audit and Supervisory Board (the "Subject Directors"), separately from thecompensation amount, at the same ordinary general meeting of shareholders. The maximum amount of compensation under the Plan for each service period
shall be 20 million yen or less, and the total number of shares of common stock of the Company to be issued or disposed of to the Subject Directors foreach service period shall be 4,000 shares or less.
In light of the recent significant fluctuations in the Company's stock price compared to the time of introduction of this plan due to changes in the global
market environment and other factors, and in order to maintain the purpose of this plan, which is to prevent damage to the Company's corporate value andprovide incentives for maintaining the Company's credibility by sharing value with shareholders, the Board of Directors of the Company has approved aresolution that the total number of shares of common stock of the Company to be issued or disposed of to subject directors under this plan shall not exceed
1,000,000 yen. The Company requests your approval to increase the maximum total number of shares of common stock of the Company to be issued or
disposed of to the Subject Directors under the Plan.
Specifically, the Company proposes that the total number of shares of common stock of the Company to be issued or disposed of to the Subject Directors
under the Plan for each Service Period shall be 23,000 shares or less. However, if the total number of issued shares of the Company increases or decreases
due to a reverse stock split or a stock split (including gratis allotment of shares), the above upper limit shall apply. The maximum number of shares shallbe adjusted in accordance with such ratio. The specific timing and distribution of the payment to each subject director (including the base amount of stockbased compensation by position) shall be determined upon consultation with the subject directors. The details of this plan, except for the above details,
will be determined through discussions among the Subject Directors.
The details of this plan will remain as they are now, except for the above-mentioned details.
This proposal is based on the fact that the Company's stock price has fluctuated significantly since the introduction of this plan in response to changes in
the global market environment and other factors, and while the maximum total number of shares of common stock of the Company to be issued or disposedof to the Subject Directors under this plan will be increased, the total amount of compensation to be granted to the Subject Directors under this plan will
not be increased. The Company has not raised the total amount of compensation to be granted to subject Directors under the Plan. The ratio of the maximum
number of shares to be issued or disposed of in a year under the Plan to the total number of shares issued and outstanding (as of June 30, 2023) isapproximately 0.11%, and the dilution ratio is minimal.
Therefore, the Company believes that the content of this proposal is appropriate.
If Proposal 3 is approved as originally proposed, there will continue to be three subject directors.

16