Stock Code: 9450

To Those Shareholders with Voting Rights
NOTICE OF THE 22ND ANNUAL GENERAL MEETING
Proposed resolutions and reference matters
Proposal No.1: Appropriation of Surplus
The appropriation of retained earnings will be as follows.
While recognizing that returning profits to shareholders is one of the most important management issues, Fibergate Inc. group believes thatprioritizing investments for growth to expand recurring revenue and aiming to increase corporate value by expanding business results will lead to thegreatest return to shareholders. The Group's policy of prioritizing investments for growth and aiming to expand business results will remain unchanged.
However, at the end of the fiscal year, if net income at the beginning of the fiscal year exceeds the planned net income, the excess amount will be usedas the source of funds, and the amount of dividends will be determined in consideration of the management and financial conditions in the fiscal year
under review as well as the stability and continuity of dividends.
In light of the above, for the time being only the year-end dividend will be planned, and the year-end dividend of ¥4 per share held will be paid toshareholders of record at the end of the fiscal year.
Matters related to the year-end dividend
1.
2.

3.

Type of assets to be distributed
CashMatters concerning the allotment of the Dividend Property to shareholders and the total amount thereof
4 yen per share of common stock
Total dividend 81,536,512 yen
The date on which the said distribution of surplus will take effect
September 29, 2021

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Stock Code: 9450
Proposal No. 2: Partial Amendments to the Articles of Incorporation
1.Reason for the proposal
We will adopt Audit and Supervisory Committee system to further improve management transparency and accelerate decision-making by strengthening
the supervisory functions of Director Board and strengthening corporate governance.
Accordingly, the Articles of Incorporation of the Company are subject to changes as required, including the establishment of new provisions concerning
Audit and Supervisory Committee Member and the deletion of provisions concerning the Board of Auditors and Auditors.
In addition, the number of articles will be improved and the wording will be adjusted according to the above changes.
2.Details of the change
The details of the amendments to the Articles of Incorporation are as follows.
This proposal shall become effective at the conclusion of this general meeting.
(Underlined parts are changed)
Current Articles of Incorporation

Proposed changes

Chapter 1 General Provisions

Chapter 1 General Provisions(Organization)(Organization)

Article 4 The Corporation shall have the following organs in addition to the general

Article 4 The Corporation shall have the following organs in addition to themeeting of shareholders and Director.

general meeting of shareholders and Director.

(1)Director meeting(1)Director meeting(New clause)(2)Audit and Supervisory Committee(2)Auditors(Deleted)(3)Board of Auditors(Deleted)(4)Accounting Auditors(3)Accounting Auditors

2 The Company may appoint an executive officer by a resolution of the Board

2 The Company may appoint an executive officer by a resolution of theof Director and delegate the business of the Company to execute such

Board of Director and delegate the business of the Company to executeappointment.

such appointment.

Articles 5 to 19 (Omitted)

Articles 5 to 19 (as is)

CHAPTER IV Director AND Director MEETINGSCHAPTER IV Director AND Director MEETINGS(Number)(Number of Director)

Article 20 Director of the Company shall be seven or less.

Article 20

Director of the Company (excluding those that are Audit andSupervisory Committee Member) shall be 10 or less.

(New clause)

2 The number of Director who are Audit and Supervisory Committee
Member of the Company (hereinafter referred to as "Audit andSupervisory Committee Member") shall be five or less.
(Appointment of Director)
Article 21

Director shall be elected by a resolution of the general meeting ofshareholders separately from Audit and Supervisory Committee(Method of Appointment)

Member and other Director.

Article 21 Director shall be elected by a resolution of a general meeting of2

shareholders.

Resolutions for the election of Director shall be adopted by amajority of the votes of the shareholders present who hold one-thirdor more of the voting rights of the shareholders who are entitled toexercise their voting rights.

2 Resolutions for the election of Director shall be adopted by a majority of3

Resolutions for the election of Director of Audit and Supervisory

the votes of the shareholders present who hold one-third or more of theCommittee Member who retire prior to the expiration of their terms

voting rights of the shareholders who are entitled to exercise their votingof office shall not be made by cumulative voting.

rights.
(Term of Office of Director)
3 Resolutions for the election of Director shall not be made by cumulative
voting.

Article 22

The term of office of a Director shall expire at the conclusion of
the ordinary general meeting of shareholders for the last businessyear ending within one (1) year from the time of its election.

2 Notwithstanding the provisions of the preceding paragraph, the termof office of an Audit and Supervisory Committee Member shall
expire at the conclusion of the annual shareholders meeting for the(Term of Office)last business year ending within two years from the time of its

Article 22 The term of office of a Director shall expire at the conclusion of theelection.

ordinary general meeting of shareholders for the last business year
ending within one (1) year from the time of its election.

3 The term of office of a Audit and Supervisory Committee Member
who is elected to fill a vacancy shall expire at the time when the(New clause)term of office of the retiring Audit and Supervisory Committee
Member expires.

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Stock Code: 9450
(Convener and Chairman of Director Meetings)
Article 23 (Omission of Articles)(Notice of Calling of Director Meetings)
Article 24

A notice of convocation of a Director meeting shall be sent to therespective Director no later than three days prior to the date of themeeting. Provided, however, that this period may be shortened incase of emergency.
(Deleted)(Convener and Chairman of Director Meetings)
Article 23 (Omission of Articles)(Method of Resolution of Director Meetings)
Article 25 (As at present)(Notice of Calling of Director Meetings)
Article 24 Notice of convocation of Director meetings shall be sent to the respective
Director and auditors no later than three days prior to the date of such

(Omission of Resolutions of Director Meetings)
Article 26 (As at present)

meeting. Provided, however, that this period may be shortened in case of
emergency.

(Delegation of Decisions on Execution of Business to Director)

2 Director meetings may be held without the procedures for convocation with

Article 27 Pursuant to the provisions of Paragraph 6 of Article 399-13 of thethe consent of all Director and auditors.

Companies Act, the Company may delegate all or part of thedecisions on the execution of material business (excluding thematters listed in the items of Paragraph 5 of the same article) to(Method of Resolution of Director Meetings)

Director by resolution of the Board of Director.

Article 25 (Omission of Articles)(Minutes of Meetings of Director)(Omission of Resolutions of Director Meetings)

Article 28

Article 26 (Omission of Articles)

A summary of the proceedings at a meeting of Director and theoutcome thereof, as well as matters stipulated by law, shall be statedor recorded in the minutes, and Director present shall affix their(New clause)names and seals thereto or electronically sign them.
(Rules for Director Meetings)
Article 29 (As at present)(Change to Article 30(3) of the Articles of Incorporation)(Minutes of Meetings of Director)
Article 27 A summary of the proceedings at a meeting of Director and the outcome(Representative Director and Titled Director)

thereof, as well as matters stipulated by laws and regulations, shall be

Article 30 The Corporation may, by a resolution of Director, select two

stated or recorded in the minutes, and the attending Director and auditors

representative Director from among those who are not Audit andshall affix their names and seals or electronically sign them.

Supervisory Committee Member.
2(Rules for Director Meetings)

The Representative Director shall represent the Company andexecute the business of the Company.

Article 28 (Omission of Articles)

3

The Board of Director may, by a resolution of the Board, select one(1) president of Director and one (1) vice president, senior managing(Titled Director)

Director and managing Audit and Supervisory Committee Member

Article 29 The Board of Director may, by resolution, select one (1) president offrom among Director who are not OOC.

Director and one (1) vice president, Director, senior managing Director
and managing Director from among the members.

(Remuneration for Director)
Article 31

Remunerations for Director shall be determined by a resolution(Representative Director)of a general meeting of shareholders by distinguishing Audit andArticle 30 The president of Director shall represent the Company and supervise theSupervisory Committee Member from other Director.

business of the Company.
2 Two Director representing the Company may be appointed from among
the titled Director set forth in the preceding article by a resolution of the(Exemption from Liability of Director)

Board of Director.

Article 32 Pursuant to the provisions of Paragraph 1 of Article 426 of the(Transition from Article 29 of the current Articles of Incorporation)

Companies Act, the Company may, by a resolution of Director-3-

Stock Code: 9450
meeting, exempt a Director (including a person who was a Director)
as set forth in Paragraph 1 of Article 423 of the Companies Act fromliability for damages to the extent permitted by laws and regulations.
2 Pursuant to the provisions of Paragraph 1 of Article 427 of theCompanies Act, the Company may enter into contracts to limit the(Remuneration)

liability for damages of Director (excluding those who are executive

Article 31 Remuneration, bonuses, and other property benefits (hereinafter referred

Director, etc.). Provided, however, that the maximum amount of

to as "Remunerations") to be received from the Company inliability for damages under such contract shall be the amountconsideration of the execution of duties of Director shall be determined

stipulated by laws and regulations.

by a resolution of a general meeting of shareholders.
CHAPTER V Audit and Supervisory Committee Member MEETINGS(Exemption from Liability of Director)
Article 32 Pursuant to the provisions of Paragraph 1 of Article 426 of the(Deleted)Companies Act, the Company may, by a resolution of Director meeting,exempt a Director (including a person who was a Director) as set forth inParagraph 1 of Article 423 of the Companies Act from liability for(Deleted)damages to the extent permitted by laws and regulations.
2 Pursuant to the provisions of Paragraph 1 of Article 427 of theCompanies Act, the Company may enter into a contract limiting theliability for damages of the Board of Director (excluding those who are
executive Director, etc.). Provided, however, that the maximum amountof liability for damages under such contract shall be the amountstipulated by laws and regulations.
CHAPTER V Auditors and Board of Auditors(Deleted)(Number)
Article 33 The number of auditors of the Company shall be five or less.
(Method of Appointment)
Article 34 Auditors shall be elected by a resolution of a general meeting ofshareholders.
2 Resolutions for the election of Auditors shall be made by a majorityof the votes of the shareholders present who hold one-third or moreof the voting rights of the shareholders who are entitled to exercise
their voting rights.
(Term of Office)(Deleted)

Article 35 Auditors' terms of office shall continue until the conclusion of the annual
shareholders meeting for the last business year which ends within 4
years years from the time of their election.
2 The term of office of an auditor elected to fill a vacancy for an auditor
who retired prior to the expiration of his or her term of office shall
expire at the time when the term of office of the retiring auditor
expires.
(Board of Auditors)
Article 36 Meetings of the Board of Auditors shall be convened by full-time
auditors and shall be chaired by them.

(Deleted)

2 A meeting of the Board of Corporate Auditors shall be convened toeach Corporate Auditor no later than three days prior to the date ofsuch meeting. Provided, however, that this period may be shortenedin case of emergency.
(Regulations on the Board of Auditors)(Deleted)

Article 37 The operation of the board of Auditors and other matters shall begoverned by the Regulations Governing the Board of Auditors as
determined by the board of Auditors.
(Remuneration, etc.)(Deleted)

Article 38 Remunerations for Auditors shall be determined by a resolution of ageneral meeting of shareholders.

-4-Stock Code: 9450
(Exemption of Auditors from Liability)
Article 39 Pursuant to the provisions of Paragraph 1 of Article 426 of theCompanies Act, the Company may, by resolution of the Board of
Director, exempt any auditor (including former auditors) from liability
for damages as set forth in Paragraph 1 of Article 423 of the Companies
Act to the extent permitted by laws and regulations.
2 Pursuant to the provisions of Paragraph 1 of Article 427 of theCompanies Act, the Company may enter into an agreement with anoutside statutory auditor to limit liability for damages as set forth inParagraph 1 of Article 423 of the same Act. Provided, however, that the
maximum amount of liability for damages under such contract shall be
the amount stipulated by laws and regulations.
(Method of Resolution of Board of Auditors)
Article 40 Resolutions of the Board of Auditors shall be adopted by a majority of
the Auditors, unless otherwise provided for in laws and regulations.

(Deleted)(Minutes of Board of Auditors Meeting)
Article 41 The proceedings and results of the meeting of the Board of Corporate
Auditors and other matters stipulated by law shall be stated or recordedin the minutes, and the Auditors present shall affix their names and seals(Deleted)or electronically sign the minutes.
(New clause)(Notice of Calling of Audit and Supervisory Committee Meetings)
Article 33

A notice of convocation of a Audit and Supervisory Committee
Member meeting shall be sent to the respective Audit andSupervisory Committee Member no later than three days prior to thedate of the meeting. Provided, however, that this period may be(New clause)shortened in an emergency.
(Method of Resolution of Audit and Supervisory Committee Meetings)
Article 34

Resolutions of a meeting of Audit and Supervisory Committee
Member shall be made by a majority of Audit and Supervisory
Committee Member present.

(New clause)(Minutes of Meetings of Audit and Supervisory Committee)
Article 35

A summary of the proceedings at a meeting of Audit andSupervisory Committee Member and the outcome thereof, as wellas matters stipulated by law, shall be stated or recorded in theminutes, and Audit and Supervisory Committee Member present
shall affix their names and seals thereto or electronically sign them.

(Rules for Audit and Supervisory Committee Meetings)
Article 36

Matters concerning the Board of Audit and Supervisory
Committee Member shall be governed by laws, regulations, andthese Articles of Incorporation, as well as by the Regulations of the(New clause)

Board of Audit and Supervisory Committee Member as set forth by
the Board of Audit and Supervisory Committee Member.

CHAPTER VI ACCOUNTING AUDITORSCHAPTER VI ACCOUNTING AUDITORS(Accounting Auditors)(Integration into Article 4 of the Amended Articles of Incorporation)

Article 42 The Company shall have an independent auditor.
(Method of Appointment)(Appointment of Accounting Auditors)

Article 43 (Omission of Articles)

Article 37 (As at present)-5-

Stock Code: 9450
(Term of Office)(Term of Office of Accounting Auditors)

Article 44 (Omission of Articles)

Article 38 (As at present)(Remuneration, etc.)(Remunerations for Accounting Auditors)

Article 45 Remunerations for independent auditors shall be determined by the

Article 39 Remuneration of the independent auditor shall be determined by thepresident of Director with the consent of the board of auditors.

representative Director with the consent of the board of Audit andSupervisory Committee Member.

CHAPTER VII CALCULATIONSCHAPTER VII CALCULATIONSArticles 46 to 49 (Omitted)

Articles 40 to 43 (as is)
Supplementary Provisions(New clause)(Transitional Measures Concerning Exemption of Auditors from Liability)
1 The Company may, to the extent permitted by laws and regulations,
exempt auditors (including former auditors) from liability fordamages as set forth in Paragraph 1 of Article 423 of the Companies
Act with respect to actions taken prior to the conclusion of the 22nd
Ordinary General Meeting of Shareholders.
2 Agreements to limit the liability for compensation for damages stipulated
in Paragraph 1 of Article 423 of the Companies Act with respect to theacts of Outside Auditors (including those who were Outside Auditors)
prior to the conclusion of the 22nd Ordinary General Meeting of
Shareholders shall be governed by the provisions of Paragraph 2 ofArticle 39 of the Articles of Incorporation prior to the amendment byresolution of such Ordinary General Meeting of Shareholders.

-6-Stock Code: 9450
Proposal No.3: Election of seven Director (excluding Audit and Supervisory Committee Member)
Reason for the proposal
Subject to the approval and approval of Proposal No. 2 "Partial Amendments to the Articles of Incorporation," we will shift to a corporation maintaining
Audit and Supervisory Committee. Accordingly, the term of office of all six Director will expire at the conclusion of this general meeting, and we would
like to ask for the election of seven Director (excluding Audit and Supervisory Committee Member).
If the proposal is approved as draft, two of the seven Director excluding Audit and Supervisory Committee Member 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 further
development of the group 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 Director who have extensive practical experience and expertise and are able to makeappropriate 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 Director is approved in accordance with the draft proposal at this general meeting, seven Director 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.

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Stock Code: 9450
Director candidates excluding Audit and Supervisory Committee Member are as follows.
Candidate
NumberName

Director
meeting
Attendance
statusPosition and responsibilities

1

Reapp
ointment

Masanori Inomata

President
Director2

Reappointment

Taizou Matsumoto

Director vice presidentGroup companies and company-wide
management

15 times/15
times(100%)

3

Reapp
ointment

Takafumi Hamauzu

Managing Director
Corporate general manager
corporate planning officeof

15 times/15
times(100%)

4

Reapp
ointment

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

15 times/15
times(100%)

5

Reapp
ointment

Nobuyuki Shinoda

Outside the Indepe
Compa ndenceny

Director
Chairperson of the compensationcommittee

15 times/15
times(100%)

6

Reapp
ointment

Chikako Shimahata

Outside the Indepe
Compa ndenceny

Director

11 times/11
times(100%)

7

New
appoint
ment

Mie Ishimaru

of

the

Representative

Managing Executive Officer
General Manager of Sales Promotion
Division and General Manager ofBusiness Development Department

Hisashi Kaneko-8-

15 times/15
times(100%)

ーStock Code: 9450
Candidate
NumberName(Date of Birth)

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

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

1

Attendance at Director
meetings
15 times/15 times(100%)

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 (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

5,322,400
sharesPresident and CEO of Off-Grid Lab Inc. (current
position)

Reasons for Director
Candidates

Candidate
NumberOwn
Number ofour shares

Since our founding, we have served as president of the Representative Director,
and throughout this time we have formed and cultivated a corporate culture that leads
our development and gathers as many "thanks" as possible. We are continuing togrow our business results by guiding our group broadly in terms of the developmentof our business strategies, taking the initiative and taking the initiative. These
achievements, experiences, and accumulated knowledge and contacts will continue
to contribute to the decision-making of our Director association, as well as are usefulfor the global expansion of our business and the enhancement of corporate value, andwe have made us a Director candidate.

Special interest

There is no special interest between the company.

Name(Date of Birth)

Brief personal history, position in us, and responsibility [status ofimportant concurrent positions]Apr. 1990

Own
Number ofour shares

Joined Sony Corporation (currently Sony Group
Corporation)

Taizou Matsumoto(Born August 30, 1964)

Nov. 1996

Representative Director of LibertNet Corporation

Apr. 2000

Director of Giga Prize Corporation.

Oct. 2009

Company's leading Director

Jan. 2013

Executive Officer

Sep. 2013

Senior managing Director

Sep. 2018

Representative Director of Fibergate Tiwan Inc. (topresent)[Director candidates]
Reappointment

2

Attendance at Director
meetings
15 times/15 times(100%)

Vice president of Director and general manager ofthe sales promotion division
Jan. 2020

Representative Director and Chairman of FG-Lab

1,092,400
sharesInc. (to present)
Mar. 2020

Representative Director and Chairman of
BizGenesis Inc. (to present)

Jun. 2020

President and CEO of TM Asset (current position)

Jul. 2020

Director Executive Vice President, Group
Companies and Company-wide Headquarters (topresent)

Feb. 2021

President and CEO of FG Smart Asset Inc. (current
position)

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. We have decided to become a Director candidate because we and ourGroup companies strive to expand their businesses and continuously increase
corporate value, and fulfill appropriate roles such as making decisions on importantmanagement matters and supervising the execution of business operations.
There is no special interest between the company.

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Stock Code: 9450
Candidate
NumberName(Date of Birth)

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

3

Attendance at Director
meetings
15 times/15 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

Own
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 the

37,800sharesbusiness 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

Candidate
NumberSince joining us, he has worked in the operations of the Corporate Planning
Division and the Sales Division, and currently oversee 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.

Special interest

There is no special interest between the company

Name(Date of Birth)

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

Own
Number ofour shares

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

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

4

ReappointmentAttendance at Director
meetings
15 times/15 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

8000 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 oversee the business administration headquarters. She has
been involved in overseeing the execution of business by the business management
department and have been engaged in the management and supervision of the
Finance and Accounting Department. As a certified public accountant, she isqualified as a Director because she has a wealth of careers and expertise, and she
has become a candidate for Director.
There is no special interest between the company- 10 -

Stock Code: 9450
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
15 times/15 times(100%)

Own
Number ofour shares

Corporate Planning of Loft Corporation
Mar. 2011

3800 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 the wealth of knowledge and experience in management cultivated todate, we expect to carry out supervision of our overall management and provide
Reasons for Outside Director appropriate advice from an objective perspective, and have made the company an
Candidates and Expected outside Director candidate. After appointment, we expect him to makes use of his
Roles
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.

Candidate
NumberSpecial interest

There is no special interest between the company.

Name(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

Own
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

6Outsid
e the
Compa
ny

Apr. 2013

IndependenceAttendance at Director
meetings
11 times/11 times(100%)

Pirika Office Representative of Labor Relations
Office (to present)

Jun. 2020

Representative Director of Pirika Corporation (toNo
Sharespresent)
Sep. 2020

Outside Director of the Company (to present)

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 this knowledge/experience in our Director committee system, we have appointed
Candidates and Expected 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. Shimabata and us.

- 11 -

Stock Code: 9450
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. (currently

Own
Number of our
sh
ar
es

USEN Corporatin)
Jun. 2019 Joined UCOM Corporation

Hisashi Kaneko

Oct. 2013 Joined the Company, General Manager of East Japan Sales
Department, Condominium ISP Business Division(Born April 25, 1966)[Director candidates]New
appointment

Jul. 2015

Executive Officer, General Manager of East Japan Sales

Jul. 2016

Senior Executive Officer, General Manager of East Japan Sales

Department, Sales Division of the Company

110,800 shares

Department, Sales Division of the Company
Feb. 2020

Managing Executive Officer, General Manager of Residence
Wi-Fi Sales Dept., Sales Promotion Div.

Feb. 2021 Dirctor of FG Smart Asset Inc. (current)
Jul. 2021 Senior Executive Officer, General Manager of Sales
Promotion Division and General Manager of Business
Development Department of the Company (to present)

7

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 oversee 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(NOTE)1. For "Number of Shares of the Company Owned," the numbers of shares held as of June 30, 2021 for the respective candidates are shown.
2. Nobuyuki Shinoda and Chikako Shimahata are candidates for outside independent Director. If both are elected as Director, we plan to continue to make them
independent directors as stipulated by the Tokyo Stock Exchange and the Sapporo Stock Exchange.
3.
Masayuki Shinoda and Chikako Shimahata, who are candidates for external Director, are now outside independent Director. The number of years since
becoming an external Director will be five years for Nobuyuki Shinoda and one year for Chikako Shimahata as of the conclusion of the General Assembly.
4. We have an officer liability insurance contract with the insurance company, and each candidate shall be an insured person under such insurance contract.
5. We have stipulated in the Articles of Incorporation that we may enter into a limited liability contract with an outside Director to limit liability for damages 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
highly independent and appropriate human resources as an outside Director. 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 the reappointment of both of them is approved, weplan to continue the above limited liability agreement.

- 12 -

Stock Code: 9450

Proposal No.4: Election of three Director as Audit and Supervisory Committee Member
Reason for the proposal
Subject to the approval and approval of Proposal No. 2 "Partial Amendments to the Articles of Incorporation," we adopted a corporation maintaining
Audit and Supervisory Committee. Therefore, we would like to ask for the appointment of three Director, who are Audit and Supervisory Committee
Member.
The Board of Corporate Auditors has previously agreed to this proposal.
This proposal shall become effective upon the entry into force of Proposal No. 2, "Partial Amendments to the Articles of Incorporation."
The candidates for Director, a Audit and Supervisory Committee Member, are as follows.
Candidate
Number

Name

1

New
appoin
tment

2

New
appoin
tment

3

New
appointment

Tetsuo Tatsuta

Tomohiro Obata

Hiroshi Kamada

Outside the Indepe
Compa ndencenyOutside the Indepe
Compa ndenceny- 13 -

In our company
Status andResponsibilities

Director
meeting
Attendance
statusBoard ofAuditors
Attendance
statusHead of theInternal Audit
Office――Outside auditor

15 times/15
times(100%)

16 times/16
times(100%)

Outside auditor

15 times/15
times(100%)

16 times/16
times(100%)

Stock Code: 9450

Candidate
Number1

Name(Date of Birth)

Brief personal history, position in and responsibility for us[Status of important concurrent positions]

Own
Number ofour shares

Apr. 1973 Joined Hokkaido Bank
Jul. 2002 Managing Director of KyokuichiLogi Corporation
May. 2003 Executive Director of Markita Corporation
Tetsuo Tatsuta
May. 2005 Senior Managing Director of Marukita Corporation(Born November 22, 1949)[Director candidates who May. 2006 President and CEO of Markita Corporation
are
Audit
and Jun. 2014 Senior Managing Director of Kyokuichi Corporation
Supervisory Committee June 2014 Director of Marukita Corporation
Jun. 2014 Auditor of Kyokuichi Logi Corporation
Member]4000 shares
Jun. 2014 Auditor of Shokuhin Corporation
Apr. 2017 Senior Managing Director of Kyokuichi HoldingsNew
appoinCoroporationtment
May. 2017 Auditor of Marukita Corporation
Oct. 2018 Joined the company
Jun. 2019 Outside Auditor of Furano Regional Wholesale Market
Corporation (current)
Aug. 2019 General Manager of Internal Audit Office (to present)
He has been engaged in the banking industry for many years and has played
a role in supporting the Hokkaido economy. Based on the wealth of knowledge
Reasons for making
and experience related to management cultivated to date, we expect to be able
Director candidates who
to execute supervision and provide accurate advice on our overall management
are
Audit
and
from an objective perspective. We also assume the position of General Manager
Supervisory Committeeof our Internal Audit Office, and we expect internal supervision from an internal
Memberaudit perspective. As a result, we have decided to become a Director candidate,
our Audit and Supervisory Committee Member.
Special interest

Candidate
NumberThere is no special interest between the company.

Name(Date of Birth)

Own
Brief personal history, position in and responsibility for us
Number of[Status of important concurrent positions]
our shares
Oct. 2015

Registered as an attorney at law(Second Tokyo
Tomohiro Obata
Bar Association)
Oct. 2005
Joined Hiraide Law Office (currently(Born October 15, 1975)
Hiraide, Takahashi Law Office)[Director candidates who are Jan. 2012
Representative of Ota-Obata General Law
Audit
and
Supervisory
Office, jointly established at Tokyo
Committee Member]
Jun. 2013
Outside Auditor of RS Technology
Corporation. (current)
New
Nov. 2015
Outside Director of Tohoku Enterprise Co.,
appointment
Ltd. (current)
Jun. 2016
Outside Auditor (to present)
Outsi
May 2020
Representative member of PLAZA General
Indepde theLaw Office
enden
Comp
May
2021
OutsideAuditor of Paradigm Shift Corporationce
any(current)
2

No
SharesAttendance at Director
meetings
15 times/15 times(100%)
Attendance at Board of
Corporate Auditors Meetings
16 times/16 times(100%)
He is qualified as an attorney and has extensive career and expertise inlegal affairs. In order to make use of this knowledge/experience in our
Reasons for becoming a Audit
Director committee system, we have appointed him as Audit andand Supervisory Committee
Supervisory Committee Member candidates. After appointment, We
Memberof
Director
expect him to utilize his specialized knowledge as an attorney and makecandidates and expected roles
efforts to strengthen the supervisory functions of management in generaland conflicts of interest in terms of legal affairs.
Special interest

There is no special interest between the company.

- 14 -

Stock Code: 9450

Candidate
NumberName(Date of Birth)

Brief personal history, position in and responsibility for us[Status of important concurrent positions]

Own
Numberof oursharesApr. 1979
May. 1980(Born February 20, 1957)
Apr. 1982[Director candidates who Apr. 1986
are Audit and Supervisory
Committee Member]
Apr. 2000
Hiroshi KamadaNewappoin
tment

Outsi
Indep
de the
enden
Comp
ce
any

3

Admitted Hayasaka Accounting Office
Joined French Bed Sales Corporation
Joined the Hokkaido Shoko Guidance Center
Registered as an SME management consultant(Commercial 208717)
Joined the Hokkaido Small and Medium-Sized
Enterprise General Support Center (currently apublic benefit foundation).
Apr. 2015 General Manager of Corporate Promotion Department
of EGSC
Apr. 2016 Counselor, Corporate Management Support Divisionof EGSCNo
Apr. 2017 Representative of Office K (to present)
SharesApr. 2017 Outside Auditor of the Company (to present)

Attendance at Director
meetings
15 times/15 times(100%)
Attendance at Board of
Corporate Auditors
Meetings
16 times/16 times(100%)
Based on his wealth of knowledge and experience in management
cultivated to date, we expect him to carry out supervision of our overall
Reasons for becoming amanagement from an objective perspective and provide appropriate advice.
Audit and Supervisory
He was appointed as an Outside Director Candidate. After appointment, we
Committee Member of
expect him to make use of his expertise as an experienced manager to makeDirector candidates andcomments at Director meetings, etc. on the formulation of management plans,
expected roles
etc. mainly from a managerial perspective, and to supervise the progress ofmanagement plans, etc.
Special interest

There is no special interest between the company- 15 -

Stock Code: 9450

(NOTE)
1. For "Number of Shares of the Company Owned," the numbers of shares held as of June 30, 2021 for the respective candidates are shown.
2. Tomohiro Obata and Hiroshi Kamada are candidates for external Director as Audit and Supervisory Committee Member. Should Mr. Tomohiro Obata
and Mr. Keishi Kamada be elected as Director, we will continue to designate them as independent directors and auditors as stipulated by the Tokyo
Stock Exchange and the Sapporo Stock Exchange.
3. Mr. Tomohiro Obata and Mr. Hiroshi Kamada are currently outside auditors of the Company. As of the conclusion of this general meeting, the numberof years since their appointment as outside auditors will be five years and three months for Mr. Tomohiro Obata and four years and five months for
Mr. Hiroshi Kamada.
4. We have an officer liability insurance contract with the insurance company, and each candidate shall be an insured person under such insurance contract
5. The Articles of Incorporation of the Company provide that the Company may enter into a limited liability agreement with an outside Director to limit
liability for damages as set forth in Paragraph 1 of Article 423 of the Companies Act pursuant to the provisions of Paragraph 1 of Article 427 of thesame Act, in order to enable the Company to attract highly independent and appropriate personnel as Outside Corporate Auditors. As a result, we haveentered into limited liability agreements with Tomohiro Obata and Hiroshi Kamada that limit our liability for indemnities up to the amount stipulated
by law. If Proposal No. 2 is approved and both appointments are approved, a limited liability contract similar to the above will be concluded as an
outside Director.

- 16 -

Stock Code: 9450

Proposal No. 5: Establishment of monetary remuneration for Director (excluding Audit and Supervisory Committee Member)
At the extraordinary general meeting of stockholders held on March 31, 2017, the amount of compensation for our Director was resolved to be within
150 million yen per year, which is the current date.
Now, subject to the approval and approval of Proposal No. 2 "Partial Amendments to the Articles of Incorporation," we will shift to a corporation
maintaining Audit and Supervisory Committee Member Committee.
Accordingly, in order to establish the amount of remuneration for Director (excluding Director that are Audit and Supervisory Committee Member) as
a result of the transition to a corporation maintaining the board of Audit and Supervisory Committee Member, we will abolish the provisions concerning
the amount of remuneration for the present Director and, in consideration of various circumstances including economic conditions, will determine that theamount of monetary remuneration for Director (excluding Director that are Audit and Supervisory Committee Member) shall not exceed ¥350 million perannum (of which, the amount of external Director shall not exceed ¥50 million per annum).
If this proposal is approved, Director meeting after the conclusion of this general meeting is scheduled to change Director (excluding Audit andSupervisory Committee Member) part of the decision-making policy regarding the content of individual remuneration for Director to be consistent withthe approved content.
This agenda determines the remuneration framework for Director (excluding Director that are Audit and Supervisory Committee Member) to the extent
reasonable, taking into account economic conditions, our size, the number of Director and the level of other companies. In addition, as mentioned above,
we are planning to change the decision-making policy regarding the content of Director individual remunerations, etc., and in order to determine the content
of individual remunerations, etc. for Director in accordance with the changed policy, we have determined that this proposal is both necessary and reasonable.
In addition, the salary for an employee Director concurrently serving as an employee shall not be included in the amount of compensation for a Audit
and Supervisory Committee Member (excluding a salary for an employee). If Proposal No. 2 "Partial Amendments to the Articles of Incorporation" andProposal No. 3 "Appointment of seven Director (excluding Director as Audit and Supervisory Committee Member)" are approved and passed as originallyproposed, the number of Director (excluding Audit and Supervisory Committee Member) will be seven (including two outside Director). There are six
Director before the change.
This proposal shall become effective upon the entry into force of Proposal No. 2, "Partial Amendments to the Articles of Incorporation."- 17 -

Stock Code: 9450

Proposal No. 6: Establishment of monetary compensation for Director which is a Audit and Supervisory Committee Member
Subject to the approval and approval of Proposal No. 2 "Partial Amendments to the Articles of Incorporation," we will move to a corporation maintaining
Audit and Supervisory Committee.
Accordingly, upon the transition to a corporation maintaining the board of Audit and Supervisory Committee Member, the amount of compensation for
Director which is Audit and Supervisory Committee Member shall be not more than ¥60 million per annum, taking into account the duties andresponsibilities of Director.
This proposal determines Audit and Supervisory Committee Member compensation framework for Director within a reasonable scope, taking into
account the responsibilities of Director who are Audit and Supervisory Committee Member and the level of compensation (excluding Director who are),and we judge that it is necessary and appropriate.
If Proposal No. 2 "Partial Amendments to the Articles of Incorporation" and Proposal No. 4 "Election of Three Audit and Supervisory Committee
Member Members of Director" are approved and passed as originally proposed, three Director will be Audit and Supervisory Committee Member.
This proposal shall become effective upon the entry into force of Proposal No. 2, "Partial Amendments to the Articles of Incorporation."- 18 -

Stock Code: 9450

Proposal No. 7: Decisions on remuneration for short-term stock remuneration for directors other than directors who are Audit and Supervisory
Committee Members
The amount of remuneration for directors other than directors who are members of the Audit and Supervisory Committee will be less than ¥350
million per annum (of which the amount of remuneration for outside directors is less than ¥50 million per annum, but does not include the salaryfor employees and directors who serve concurrently as employees) if we approve Proposal No. 5 as proposed in the original Proposal. Now, werequest that directors other than directors who are members of the Audit and Supervisory Committee (excluding outside directors; hereinafterreferred to as the "Target Directors") introduce incentives to achieve sustainable improvement of our corporate value by clarifying the linkage
between the remuneration of directors and the company's business performance and the value of our stockholders. At the same time, we request
the introduction of the new remuneration system (hereinafter referred to as the "Share Remuneration" in Proposal No.8) for the purpose ofpromoting the further improvement of corporate value between our Target Directors and shareholders.
At the meeting of the Board of Directors held on February 12, 2021, we established a policy for determining individual remuneration and othermatters for each director. If the proposal is approved, the contents of the policy will be changed as described in Proposal No.9 at the end of theagenda. The Proposal is required and reasonable to provide Target Directors personal remuneration, etc. in accordance with the Policy, andaccounts for approximately 0.07% of the total number of outstanding shares (as of June 30, 2021) that are issued or disposed of in Target Directors
per year in accordance with the Proposal. For this reason, I believe the content of this agenda proposal is reasonable.
If Proposal No. 3 is approved and passed in accordance with the draft, Target Directors will be five.
In addition, this proposal shall become effective on the condition that the amendment to the Articles of Incorporation takes effect on Proposal
No. 2.
1. Outline of This system
This system shall deliver to Target Directors after the termination of each Vesting period the number of our Common Shares(hereinafter referred to as the "Our stock") calculated in accordance with the method set forth in 3(1) below, provided that Target
Directors has such status as determined by our directors or the Board of Directors for the period from the date of the annual general
meeting of shareholders to the date of the annual general meeting of shareholders held in the following year (each such period shall bereferred to as the "Vesting period").
2. Maximum amount of remuneration for This system and maximum number of shares
Based on this proposal, the maximum amount of remuneration for Vesting period to be paid to Target Directors shall be ¥50 million
or less, and the total number of Our stock for Vesting period to be issued or disposed of by Target Directors shall be 15,000 or less. In
the event the total amount of grants or the total number of granted shares calculated according to the calculation method stipulated in
3(1) below is likely to exceed the maximum amount or the maximum number of shares, the number of shares to be delivered to eachTarget Directors shall be reduced by a reasonable method, such as pro rata, to the extent not exceeding the maximum amount or the
maximum number of shares. In addition, in the event the total number of outstanding shares of the Company increases or decreases asa result of the consolidation of shares or the split of shares (including the gratuitous allotment of shares. The same shall apply hereinafter)
after the date on which this proposal is approved and passed, the maximum number of shares shall be adjusted by multiplying the ratioof the consolidation or split (or allotment). In addition, the specific timing and distribution of payments to individual Target Directors
shall be determined by the Board of Directors.
3. Content of Remuneration, etc. in This system(1) Calculation of Remuneration in This system
In This system, we will determine the number of Our stock to be delivered to the respective Target Directors in accordance with thecalculation methods set forth below.
We hold new shares after the expiration of the respective Vesting period to deliver Our stock in accordance with This system.

-1-

Stock Code: 9450

In accordance with a resolution of the Board of Directors (hereinafter referred to as the "Resolution of Board of Directors Delivered")
to decide whether to issue treasury shares or to dispose of treasury shares, the Company will issue or dispose of Target Directors of Our
stock without requiring the payment of money by Target Directors.
[Method for calculating the amount of remuneration, etc. in This system]
Amount of remuneration, etc. to= number of shares delivered (①) × Market value ofFinal
be granted to Target Directors
Our stock (②)※Provided, however, that this shall not exceed the maximum amount stipulated in 2 above.
① Number of Shares Last Delivered
The number of shares to be finally delivered shall be the number of shares calculated by multiplying Base Number of Shares Delivered
calculated by dividing the base amount of share compensation (hereinafter referred to as the "Base amount of stock compensation by
rank of directors") determined for each position of Target Directors by the base share price stipulated in (a) below (provided, however,that any fraction less than one share resulting from the calculation shall be discarded. Hereinafter referred to as the "Base Number of
Shares Delivered") by the term of office ratio and the position adjustment ratio, and shall be calculated according to the following
formula. Provided, however, that this shall be within the maximum number of shares stipulated in 2 above.
Number of Shares
Last Delivered=

Base Number of Shares Delivered(i) ×Percentage of tenure (iii)×Position
Adjustment Ratio (iii)

i. Base Number of Shares Delivered
Base Number of Shares Delivered is calculated by the following formula (however, any fraction less than one share resulting fromthe calculation shall be discarded):Base Number of
Shares Delivered

Base amount of stockcompensation by rank of
directors (A)Standard stock price (a)=A

Base amount of stock compensation by rank of directors
Base amount of stock compensation by rank of directors shall determine the specific amount of shares to be delivered to eachdirector by rank at the meeting of the Board of Directors.
1
Base stock price
The Base Stock Price shall be the closing price of Our stock's ordinary transactions on the Tokyo Stock Exchange on the business
day prior to the date of the resolution of the Board of Directors at the beginning of Vesting period (if no such transaction is effected on
the same day, the closing price on the most recent trading day prior thereto).

ii. Percentage of tenure
The number of shares to be issued according to the tenure of office will be prorated according to the following formula. Any new
appointment or resignation in the middle of a month shall be deemed to have served in January and calculated accordingly.
Percentage oftenureTotal number of months in office during
Vesting period
Aggregate number of months of Vesting
period=iii. Position Adjustment Ratio
In order to adjust the number of shares to be delivered in the event of a change in position, the number of shares corresponding tosuch position will be calculated according to the following formula. In the event of a change in position in the middle of a month, theemployee shall be deemed to have served in the new position in January and calculated accordingly.

Position
Adjustment
Ratio

=

Base amount of stock compensation by rank of directors of initial position ×
number of months of initial position+ Base amount of stock compensation by rank of directors of post after
change × number of months in office after change
Aggregate number of months in office during Base amount of stock compensation
by rank of directors ×Vesting period of the initial position② Market value of Our stock
Closing price of Our stock's ordinary transactions on the Tokyo Stock Exchange on the Business Day prior to Resolution of Boardof Directors Delivered Day (if no such transaction has been effected on the same day, the closing price on the most recent trading dayprior thereto).
(2) Conditions for Share Delivery under This system
This system shall issue a Our stock to Target Directors upon completion of the respective Vesting period and fulfillment of therequirements for issuance of the following Our stock.
①That he or she has served during Vesting period as a director of the Company or as a member of the Board of Directors of the Company;②The absence of certain misconduct as determined by our Board of Directors-2-

Stock Code: 9450

③Consolidated ordinary income of our grouping was recorded in the settlement of accounts for the fiscal year in which Vesting
period inception date belongs④Requirements determined by our Board of Directors and deemed necessary to achieve the purpose of the share-based
compensation plan.
(3) Treatment of Retirement, etc. during Vesting period
Notwithstanding the provisions of (2) above, in the event Target Directors resigns or retires from any of the directors of the Company
or any of the positions designated by the Board of Directors of the Company for any reason deemed justifiable by the Board of Directors
during Vesting period, or in the event that the Board of Directors of the Company deems that there are justifiable grounds to do so, theCompany may, within the scope of the above-mentioned limit of remuneration, pay the amount of money reasonably determined by the
Board of Directors in light of the number of months in which Target Directors is in office, in lieu of the delivery of Our stock.
(4) Handling in organizational restructuring, etc.
Notwithstanding the provisions of (2) above, if, after the commencement of Vesting period, the matters related to the merger
agreement in which we become an extinguished company, the share exchange agreement or the share transfer plan in which we become
a wholly-owned subsidiary, and other organizational restructuring are approved at the general meeting of shareholders of the Company(or, if the approval of the general meeting of shareholders of the Company is not required for such organizational restructuring, theCompany's board of directors), we may, within the scope of the above-mentioned remuneration, pay the amount of money reasonably
determined in light of the period from the date of commencement of Our stock until the date of approval of such organizational
restructuring, etc.
(5) Adjustment by consolidation or split of shares
In the event the total number of outstanding shares of the Company increases or decreases due to the consolidation of shares or a splitof shares before the delivery of shares or the payment of money based on This system, the number of shares relating to the calculationof This system shall be adjusted by multiplying the ratio of the consolidation/split (or allotment).
[Outline of the policy for determination of individual remuneration, etc. of directors after the change]①Basic Policy on Determination of Compensation for Directors and Corporate
Auditors
In the medium-to-long term, our compensation for directors will enable us to continuously increase our corporate value
The Company's basic policy is to pay a sufficient and appropriate level as compensation for the burden of management
responsibilities with the aim of enhancing incentives to contribute to improving business performance.
The Remunerations for Directors (excluding Outside Directors) other than Audit & Supervisory Committee Members consist of fixed
remuneration paid in accordance with their position, short-term stock remuneration paid in accordance with the achievement of theAnnual Performance Objectives, and long-term stock remuneration paid in accordance with the achievement of the Long-Term
Management Objectives. The target allocation ratio of fixed remuneration, short-term stock remuneration, and long-term stock
remuneration shall be 70%: 10%: 20%, and the amount of remuneration is determined based on the position, performance evaluation,and remuneration standards of each Director. Remuneration for directors serving on the Audit and Supervisory Committee and outside
directors, etc. consists of fixed remuneration and long-term stock remuneration from the viewpoint of their role and independence. The
allocation ratio of fixed remuneration and long-term stock remuneration for outside directors other than Audit and Supervisory
Committee members is set at 80%: 20%, as the standard for each director's position and remuneration-3-

Stock Code: 9450

The amount of remuneration is determined.
Fixed compensation
Fixed remuneration is determined according to position and is paid monthly in cash.
b stock grants
・Short-term stock compensation
Directors other than Audit & Supervisory Committee Members (excluding Outside Directors) shall be provided with the number ofcommon shares of us (hereinafter referred to as the "Our stock") calculated in advance according to the method stipulated in thepreceding paragraph after the end of the applicable period, provided that the applicable directors shall hold the position determined byour directors or our Board of Directors during the period from the date of the annual general meeting of shareholders to the date of theannual general meeting of shareholders held in the following year. Consolidated ordinary income, which is a numerical target for our
short-term business administration, is set as a short-term numerical target, and will be paid if such numerical target is achieved.
・Long-term stock compensation
The Board of Directors shall be granted a Our stock of the number calculated in the manner prescribed in advance after the end of
the annual general meeting of shareholders for the period from the date of the annual general meeting of shareholders to the date of theannual general meeting of shareholders held two years thereafter, provided that the relevant director has such position as determined by
the Board of Directors of the Company or the Board of Directors of the Company. The payment will be made when Our stock pricegrowth rate, which is a numerical target for our long-term management control, exceeds 1.0.

②Matters concerning the delegation of determination of the contents of remuneration, etc. for individual directors, and other methods
for determination of the contents of remuneration, etc. for individual directors
・Name and position of the person to be delegated, and the president inchargeMasanori Inomata
・Contents of the authority to delegate
The details of the delegated authority are the determination of the amount of remuneration, etc. for directors or the method of calculation
thereof.
・Measures to Ensure Proper Exercise of Authority
The President and Representative Director shall determine the foregoing upon receipt of a report from the Compensation Committee,
which is composed of a majority of the members of the Board of Directors, within the maximum amount of remuneration approved by
the General Meeting of Shareholders.

-4-Stock Code: 9450

Proposal No. 8: Decisions on remuneration for long-term stock remuneration for directors other than Directors who are Audit and Supervisory
Committee Members
The amount of remuneration for directors other than directors who are members of the Audit and Supervisory Committee will not exceed ¥350
million per year (including ¥20 million per year for outside directors, but not including the salary for employees and directors who serve concurrently
as employees) if we approve Proposal No. 5 as originally proposed. Now, we request that directors other than directors who are members of the Audit
and Supervisory Committee (hereinafter referred to as "Target Directors") adopt the long-term remuneration system (hereinafter referred to as the"long-term remuneration system") in order to provide incentives for sustainable improvement of corporate value by clarifying the linkage between the
remuneration of directors and the company's business performance and the value of the Company, and to promote the sharing of value between Target
Directors and shareholders and shareholders (hereinafter referred to as the "long-term remuneration system") to be approved separately from the above
and Proposal No. 7 (hereinafter referred to as the "Target Directors").
At the meeting of the Board of Directors held on February 12, 2021, we established a policy for determining individual remuneration and othermatters for each director. If the proposal is approved, the contents of the policy will be changed as described in proposal No.9 at the end of the agenda.
The Proposal is required and reasonable to provide Target Directors personal remuneration, etc. in accordance with the Policy, and accounts forapproximately 0.1% of the total number of outstanding shares (as of June 30, 2021) that are issued or disposed of in Target Directors per year inaccordance with the Proposal. For this reason, I believe the content of this agenda proposal is reasonable.
If Proposal No. 3 is approved and passed as proposed, Target Directors will be seven (including two outside directors).
In addition, this proposal shall become effective on the condition that the amendment to the Articles of Incorporation takes effect on Proposal No. 2.
1.Outline of This system
This system shall deliver to Target Directors after the termination of each Vesting period the number of our Common Shares (hereinafter referred toas the "Our stock") calculated in accordance with the method set forth in 3(1) below, provided that Target Directors has such status as determined byour directors or the Board of Directors for the period from the date of the annual general meeting of shareholders to the date of the annual general
meeting of shareholders held two years from the date of the annual general meeting of shareholders (each such period shall be referred to as the "Vesting
period").
2.Maximum amount of remuneration for This system and maximum number of shares
Based on this proposal, the maximum amount of remuneration for Vesting period to be paid to Target Directors shall be ¥100 million (including ¥10
million for all Outside Directors), and the total number of Our stock for Vesting period to be issued or disposed of by Target Directors shall be 23,000
shares (including 1400 shares for all Outside Directors). In the event the total amount of grants or the total number of granted shares calculated according
to the calculation method stipulated in 3(1) below is likely to exceed the maximum amount or the maximum number of shares, the number of shares tobe delivered to each Target Directors shall be reduced by a reasonable method, such as pro rata, to the extent not exceeding the maximum amount or
the maximum number of shares. In addition, in the event the total number of outstanding shares of the Company increases or decreases as a result of
the consolidation of shares or the split of shares (including the gratuitous allotment of shares. The same shall apply hereinafter) after the date on which
this proposal is approved and passed, the maximum number of shares shall be adjusted by multiplying the ratio of the consolidation or split (or allotment).
In addition, the specific timing and distribution of payments to individual Target Directors shall be determined by the Board of Directors.
3.Content of Remuneration, etc. in This system（1） Calculation of Remuneration in This system

In This system, we will determine the number of Our stock to be delivered to the respective Target Directors in accordance with the calculation
methods set forth below.
After the expiration of each Vesting period, based on a resolution of the Board of Directors (hereinafter referred to as the "Resolution of Board of
Directors Delivered") to determine the issuance of new shares or the disposition of treasury shares to be held in order to deliver Our stock in accordancewith This system, we will issue or dispose of Our stock to Target Directors without requiring payment of money by Target Directors.
[Method for calculating the amount of remuneration, etc. in This system]= Final number of shares delivered (①) × Market value of Our stock
Amount of
remuneration, etc. to be(②)
granted to Target
Directors※ Provided, however, that this shall not exceed the maximum amount stipulated in 2 above.

-5-

Stock Code: 9450

①Number of Shares Last Delivered
The number of shares to be finally delivered shall be the number of shares calculated by multiplying Base Number of Shares Delivered calculatedby dividing the base amount of share compensation (hereinafter referred to as the "Base amount of stock compensation by rank of directors") determinedfor each position of Target Directors by the base share price stipulated in (a) below (provided, however, that any fraction less than one share resulting
from the calculation shall be discarded. Hereinafter referred to as the "Base Number of Shares Delivered") by the term of office ratio and the position
adjustment ratio, and shall be calculated according to the following formula. Provided, however, that this shall be within the maximum number ofshares stipulated in 2 above.
Number of Shares
Last Delivered=

Base Number of Shares Delivered(i) ×Percentage of tenure (iii)×Position
Adjustment Ratio (iii)

i.Base Number of Shares Delivered
Base Number of Shares Delivered is calculated by the following formula (however, any fraction less than one share resulting from the calculation
shall be discarded):Base Number of
Shares Delivered

Base amount of stockcompensation by rank of
directors (a) Base shareprice (b)=A

Base amount of stock compensation by rank of directors
Base amount of stock compensation by rank of directors shall determine the specific amount of shares to be delivered to each director by rank at
the meeting of the Board of Directors.
1 Base stock price
The Base Stock Price shall be the closing price of Our stock's ordinary transactions on the Tokyo Stock Exchange on the business day prior to thedate of the resolution of the Board of Directors at the beginning of Vesting period (if no such transaction is effected on the same day, the closing priceon the most recent trading day prior thereto).
Ii. Percentage of tenure
The number of shares to be issued according to the tenure of office will be prorated according to the following formula. Any new appointment or
resignation in the middle of a month shall be deemed to have served in January and calculated accordingly.
Percentage oftenureTotal number of months in office during
Vesting period
Aggregate number of months of Vesting
period=Iii. Position Adjustment Ratio
In order to adjust the number of shares to be delivered in the event of a change in position, the number of shares corresponding to such position will
be calculated according to the following formula. In the event of a change in position in the middle of a month, the employee shall be deemed to have
served in the new position in January and calculated accordingly.
Position=
Base amount of stock compensation by rank of directors of initial position x
Adjustment
number of months of initial position
Ratio+ Base amount of stock compensation by rank of directors of post after
change x number of months in office after change
Aggregate number of months in office during Base amount of stock compensation
by rank of directors ×Vesting period of the initial position②Market value of Our stock
Closing price of Our stock's ordinary transactions on the Tokyo Stock Exchange on the Business Day prior to Resolution of Board of Directors
Delivered Day (if no such transaction has been effected on the same day, the closing price on the most recent trading day prior thereto).
(2)Conditions for Share Delivery under This system
This system shall issue a Our stock to Target Directors upon completion of the respective Vesting period and fulfillment of the requirements forissuance of the following Our stock.
①That he or she has served during Vesting period as a director of the Company or as a member of the Board of Directors of the Company;②The absence of certain misconduct as determined by our Board of Directors③In our share price growth rate for the fiscal year in which Vesting period commencement date belongs (hereinafter referred to as the "Target
business year")
To exceed 1.0

The stock price growth rate is calculated by the following formula.
The stock price= B÷A
growth rate
D÷C
A:
B:
C:

Simple averages of Our stock closing prices in the fourth quarter of theimmediately preceding fiscal year for Target business year
Simple averages of Our stock closing prices in the fourth quarter ofTarget business year
Simple averages of the closing price ("Closing price of shares of othercompanies in the same industry") of common trades of shares of othercompanies in the same industry on the Tokyo Stock Exchange in the-6-Stock Code: 9450

fourth quarter of the fiscal year immediately preceding Target businessyear
D:

Plain Closing price of shares of other companies in the same industry in
the fourth quarter of Target business year
Homogeneous value※"Other companies in the same industry" refers to the group of companies designated by our Board of Directors in consideration of the nature ofbusiness and the size of the company.
④Requirements determined by our Board of Directors and deemed necessary to achieve the purpose of the share-based compensation plan.
(3)Treatment of Retirement, etc. during Vesting period
Notwithstanding the provisions of (2) above, in the event Target Directors resigns or retires from any of the directors of the Company or any of thepositions designated by the Board of Directors of the Company for any reason deemed justifiable by the Board of Directors during Vesting period, orin the event that the Board of Directors of the Company deems that there are justifiable grounds to do so, the Company may, within the scope of theabove-mentioned limit of remuneration, pay the amount of money reasonably determined by the Board of Directors in light of the number of months
in which Target Directors is in office, in lieu of the delivery of Our stock.
(4)Handling in organizational restructuring, etc.
Notwithstanding the provisions of (2) above, if, after the commencement of Vesting period, the matters related to the merger agreement in which we
become an extinguished company, the share exchange agreement or the share transfer plan in which we become a wholly-owned subsidiary, and otherorganizational restructuring are approved at the general meeting of shareholders of the Company (or, if the approval of the general meeting ofshareholders of the Company is not required for such organizational restructuring, the Company's board of directors), we may, within the scope of theabove-mentioned remuneration, pay the amount of money reasonably determined in light of the period from the date of commencement of Our stock
until the date of approval of such organizational restructuring, etc.
(5)Adjustment by consolidation or split of shares
The total number of outstanding shares of us is the consolidation of shares or the split of shares by the time of the delivery of shares or the paymentof money based on This system.
In the event of an increase or decrease due to shares (including allotment of shares without contribution. The same shall apply hereinafter), thenumber of shares relating to the calculation of This system shall be adjusted by multiplying the ratio of consolidation and split.
(6)Summary of Shares with Restriction on Transfer to be Delivered Pursuant to This system
In delivering Our stock to be delivered under This system, a Restriction on Transfer share allocation contract (hereinafter referred to as the "This
allocation agreement") shall be concluded between us and Target Directors, including the following matters.

① With respect to Our stock allocated by This allocation agreement (hereinafter referred to as the "Allocated Shares"), Target Directors shallnot transfer, create a security interest or otherwise dispose of such Target Directors from the date of allotment of Allocated Shares to thedate on which such OOG resigns or retires from office or retires from the position determined by the Company's Board of Directors or theCompany's Board of Directors (provided, however, that in the event that such resignation or retirement occurs no later than three months
after the lapse of the business year containing the date of allotment of Allocated Shares and no later than six months after the end of suchbusiness year, such date shall be separately determined by the Company's Board of Directors) (such date shall hereinafter be referred to as
the "Period of Restriction on Transfer").
② We terminate Restriction on Transfer of all Allocated Shares upon the expiration of Period of Restriction on Transfer.
③ In the event of a breach of laws, regulations, internal rules, or This allocation agreement or for any other reason for which it is appropriate
to acquire Allocated Shares free of charge, we shall automatically acquire Allocated Shares free of charge.
④ Notwithstanding the provisions of ① above, in the event that, during Period of Restriction on Transfer, the merger agreement in which weshall become an extinguished company, the share-for-share exchange agreement in which we shall become a wholly-owned subsidiarycompany, the share-for-share transfer plan, and other matters related to organizational restructuring are approved at our general meeting ofshareholders (or, in the event such reorganization does not require the approval of our general meeting of shareholders, at the meeting ofour board of directors), we shall, by a resolution of our board of directors, terminate Restriction on Transfer for all of Allocated Shares prior
to the effective date of such reorganization, etc.

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Stock Code: 9450

Proposal No. 9: Decisions on Remuneration for Directors Who Are Audit and Supervisory Committee Members in Relation to Share Remuneration
The amount of remuneration paid to Directors who are Audit and Supervisory Committee Members will be no more than ¥60 million per annum if
Proposal No. 6 is approved in accordance with the draft proposal. However, in order to provide incentives for Directors who are Audit and Supervisory
Committee Members (hereinafter referred to as "Target Directors") to prevent damages to our corporate value and maintain trust through the sharingof value with shareholders, please approve the introduction of a new stock-based remuneration system (hereinafter referred to as "This system") for
Target Directors in a framework separate from the above-mentioned remuneration framework.
This proposal is necessary and reasonable in order to provide Target Directors individual compensation, etc. in accordance with the above
objectives, and the total number of outstanding shares up to the maximum number of shares to be issued or disposed of by Target Directors in one
year based on this proposal.
As of June 30, 2021, it accounted for approximately 0.02% of the total. For this reason, I believe the content of this agenda proposal is reasonable.
If Proposal No. 4 is approved and passed as proposed, Target Directors will be three.
In addition, this proposal shall become effective on the condition that the amendment to the Articles of Incorporation takes effect on Proposal No. 2.
1. Outline of This system
This system shall deliver to Target Directors after the termination of each Vesting period the number of our Common Shares (hereinafter referred toas the "Our stock") calculated in accordance with the method set forth in 3(1) below, provided that Target Directors has such status as determined byour directors or the Board of Directors for the period from the date of the annual general meeting of shareholders to the date of the annual general
meeting of shareholders held two years from the date of the annual general meeting of shareholders (each such period shall be referred to as the "Vesting
period").
2. Maximum amount of remuneration for This system and maximum number of shares
Pursuant to this proposal, the maximum amount of share fees for the respective Vesting period to be paid to Target Directors shall be ¥20 million
and the total number of Our stock relating to the respective Vesting period to be issued or disposed of by Target Directors shall be 4000 shares or less.
In the event the total amount of grants or the total number of granted shares calculated according to the calculation method stipulated in 3(1) below islikely to exceed the maximum amount or the maximum number of shares, the number of shares to be delivered to each Target Directors shall be reduced
by a reasonable method, such as pro rata, to the extent not exceeding the maximum amount or the maximum number of shares. In addition, in the eventthe total number of outstanding shares of the Company increases or decreases as a result of the consolidation of shares or the split of shares (including
the gratuitous allotment of shares. The same shall apply hereinafter) after the date on which this proposal is approved and passed, the maximum numberof shares shall be adjusted by multiplying the ratio of the consolidation or split (or allotment). In addition, the specific timing and allocation of payments
to individual Target Directors will be determined through Target Directors consultations.
3. Content of Remuneration, etc. in This system(1) Calculation of Remuneration in This system
In This system, we will determine the number of Our stock to be delivered to the respective Target Directors in accordance with the calculation
methods set forth below.
After the expiration of each Vesting period, based on a resolution of the Board of Directors (hereinafter referred to as the "Resolution of Board of
Directors Delivered") to decide on the issuance of new shares or the disposal of treasury shares to be held in order to deliver Our stock in accordancewith This system, we will issue or dispose of Our stock to Target Directors without requiring payment of money by Target Directors.
[Method for calculating the amount of remuneration, etc. in This system]
Amount of
remuneration, etc. to be
granted to Target
Directors=

Final number of shares delivered (①) × Market valueof Our stock (②)※ Provided, however, that this shall not exceed the maximum amount stipulated in 2 above.

① Number of Shares Last Delivered
The number of shares to be finally delivered shall be the number of shares calculated by multiplying Base Number of Shares Delivered calculatedby dividing the base amount of share compensation (hereinafter referred to as the "Base amount of stock compensation by rank of directors") determinedfor each position of Target Directors by the base share price stipulated in (a) below (provided, however, that any fraction less than one share resulting
from the calculation shall be discarded. Hereinafter referred to as the "Base Number of Shares Delivered") by the term of office ratio and the position
adjustment ratio, and shall be calculated according to the following formula. Provided, however, that this shall be within the maximum number ofshares stipulated in 2 above.
Number of Shares
Last Delivered=

Base Number of Shares Delivered(i) ×Percentage of tenure (iii)×Position
Adjustment Ratio (iii)

Base Number of Shares Delivered
Base Number of Shares Delivered is calculated by the following formula (however, any fraction less than one share resulting from the calculation
shall be discarded):i.

Base Number of
Shares Delivered

Base amount of stockcompensation by rank of
directors (A)Standard stock price (a)=A

Base amount of stock compensation by rank of directors
Base amount of stock compensation by rank of directors shall determine the specific amount of shares to be delivered to each director by rank at
the meeting of the Board of Directors.
1 Base stock price-8-

Stock Code: 9450

The Base Stock Price shall be the closing price of Our stock's ordinary transactions on the Tokyo Stock Exchange on the business day prior to thedate of the resolution of the Board of Directors at the beginning of Vesting period (if no such transaction is effected on the same day, the closing priceon the most recent trading day prior thereto).
ii.
Percentage of tenure
The number of shares to be issued according to the tenure of office will be prorated according to the following formula. Any new appointment or
resignation in the middle of a month shall be deemed to have served in January and calculated accordingly.
Percentage oftenureTotal number of months in office during
Vesting period
Aggregate number of months of Vesting
period=iii.
Position Adjustment Ratio
In order to adjust the number of shares to be delivered in the event of a change in position, the number of shares corresponding to such position will
be calculated according to the following formula. In the event of a change in position in the middle of a month, the employee shall be deemed to have
served in the new position in January and calculated accordingly.

Position
Adjustment
Ratio

Base amount of stock compensation by rank of directors of initial position x
number of months of initial position+ Base amount of stock compensation by rank of directors of post after
change x number of months in office after change
Aggregate number of months in office during Base amount of stock compensation
by rank of directors ×Vesting period of the initial position=② Market value of Our stock
Closing price of Our stock's ordinary transactions on the Tokyo Stock Exchange on the Business Day prior to Resolution of Board of Directors
Delivered Day (if no such transaction has been effected on the same day, the closing price on the most recent trading day prior thereto).
(2) Conditions for Share Delivery under This system
This system shall issue a Our stock to Target Directors upon completion of the respective Vesting period and fulfillment of the requirements forissuance of the following Our stock.
①That he or she has served during Vesting period as a director of the Company or as a member of the Board of Directors of the Company;②The absence of certain misconduct as determined by our Board of Directors③In our share price growth rate for the fiscal year in which Vesting period commencement date belongs (hereinafter referred to as the "Target
business year")Must have exceeded 1.0%
The company stock price growth rate is calculated by the following formula.

The company
stock price growth
rate

=

B÷A
D÷C
A:
B:

Simple averages of the company stock closing prices in the fourth
quarter of the immediately preceding fiscal year for Target businessyear
Simple averages of the company stock closing prices in the fourth
quarter of Target business year-9-

Stock Code: 9450

Tokyo Securities brokerage in the fourth quarter of the fiscal year
immediately preceding Target business year
Closing price of common transactions of shares of other companies in thesame trade at a closing place (hereinafter referred to as "the same trade,etc.")"Closing price of shares of the Company." Simple mean of
Plain Closing price of shares of other companies in the same industry inD:the fourth quarter of Target business year
Homogeneous value※"Other companies in the same industry" refers to the group of companies designated by our Board of Directors in consideration of the nature ofbusiness and the size of the company.
C:④Requirements determined by our Board of Directors and deemed necessary to achieve the purpose of the share-based compensation plan.
(3) Treatment of Retirement, etc. during Vesting period
Notwithstanding the provisions of (2) above, in the event Target Directors resigns or retires from any of the directors of the Company or any of thepositions designated by the Board of Directors of the Company for any reason deemed justifiable by the Board of Directors during Vesting period, orin the event that the Board of Directors of the Company deems that there are justifiable grounds to do so, the Company may, within the scope of theabove-mentioned limit of remuneration, pay the amount of money reasonably determined by the Board of Directors in light of the number of months
in which Target Directors is in office, in lieu of the delivery of The company stock.
(4) Handling in organizational restructuring, etc.
Notwithstanding the provisions of (2) above, if, after the commencement of Vesting period, the matters related to the merger agreement in which we
become an extinguished company, the share exchange agreement or the share transfer plan in which we become a wholly-owned subsidiary, and otherorganizational restructuring are approved at the general meeting of shareholders of the Company (or, if the approval of the general meeting ofshareholders of the Company is not required for such organizational restructuring, the Company's board of directors), we may, within the scope of theabove-mentioned remuneration, pay the amount of money reasonably determined in light of the period from the date of commencement of The company
stock until the date of approval of such organizational restructuring, etc.
(5) Adjustment by consolidation or split of shares
The total number of outstanding shares of us is the consolidation of shares or the split of shares by the time of the delivery of shares or the paymentof money based on This system.
In the event of an increase or decrease due to shares (including allotment of shares without contribution. The same shall apply hereinafter), thenumber of shares relating to the calculation of This system shall be adjusted by multiplying the ratio of consolidation and split.
(6) Summary of Shares with Restriction on Transfer to be Delivered Pursuant to This system
In delivering the company stock to be delivered under This system, a Restriction on Transfer share allocation contract (hereinafter referred to as the"This allocation agreement") shall be concluded between us and Target Directors, including the following matters.

① With respect to The company stock allocated by This allocation agreement (hereinafter referred to as the "Allocated Shares"), Target
Directors shall not transfer, create a security interest or otherwise dispose of such Target Directors from the date of allotment of AllocatedShares to the date on which such OOG resigns or retires from office or retires from the position determined by the Company's Board of
Directors or the Company's Board of Directors (provided, however, that in the event that such resignation or retirement occurs no later than
three months after the lapse of the business year containing the date of allotment of Allocated Shares and no later than six months after theend of such business year, such date shall be separately determined by the Company's Board of Directors) (such date shall hereinafter bereferred to as the "Period of Restriction on Transfer").
② We terminate Restriction on Transfer of all Allocated Shares upon the expiration of Period of Restriction on Transfer.
③ In the event of a breach of laws, regulations, internal rules, or This allocation agreement or for any other reason for which it is appropriate
to acquire Allocated Shares free of charge, we shall automatically acquire Allocated Shares free of charge.
④ Notwithstanding the provisions of ① above, in the event that, during Period of Restriction on Transfer, the merger agreement in which weshall become an extinguished company, the share-for-share exchange agreement in which we shall become a wholly-owned subsidiarycompany, the share-for-share transfer plan, and other matters related to organizational restructuring are approved at our general meeting ofshareholders (or, in the event such reorganization does not require the approval of our general meeting of shareholders, at the meeting ofour board of directors), we shall, by a resolution of our board of directors, terminate Restriction on Transfer for all of Allocated Shares prior
to the effective date of such reorganization, etc.

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