Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 2749)
June 7, 2024
(Date of commencement of electronic provision measures: June 3, 2024)
To Shareholders with Voting Rights:
Tohru Sakai
President and Representative Director
JP-HOLDINGS, INC.
3-15-31 Aoi, Higashi-ku, Nagoya CityNOTICE OF
THE 32ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify you that the 32nd Annual General Meeting of Shareholders of JP-HOLDINGS, INC. (the“Company”) will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures as “Notice of the 32nd Annual General Meeting of Shareholders” on the following
Company’s Internet website.
The Company’s website
https://www.jp-holdings.co.jp/en/news
In addition to the website shown above, the Company also has posted this information on the following
website on the internet.
Tokyo Stock Exchange (TSE) website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the TSE website (Listed Company Search), input the Company nameor Stock Exchange Code, and click “Search,” and then click “Basic information” and select “Documents for
public inspection/PR information.”
If you are unable to attend the meeting, you can exercise your voting rights, either in writing by postal mailor through the Internet. Please review the Reference Documents for the Annual General Meeting of Shareholders
described on Pages 4 and 5 (available in Japanese version only) and exercise your voting rights by no later
than 6:00 p.m. on Monday, June 24, 2024, Japan time.

-1-1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2. Venue:

Season Terrace Hall, 3rd Floor, Annex Building, Shinagawa Season Terrace
1-2-70 Konan, Minato-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s
32nd Fiscal Year (April 1, 2023–March 31, 2024) and the results of audits
by the Accounting Auditor and Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 32nd Fiscal Year
(April 1, 2023–March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors (excluding Directors who are Audit &Supervisory Committee Members)
Proposal 3:
Election of Five (5) Directors who are Audit & Supervisory Committee
Members
4. Precautions upon Exercising Voting Rights
If you indicate neither approval nor disapproval for a proposal on the Voting Rights Exercise Form, yourvote shall be treated as “approve.”
5. Other Matters Decided upon Convocation
1) If you exercise your voting rights by submitting more than one Voting Rights Exercise Form, theVoting Rights Exercise Form that arrives at the Company last shall be deemed as the valid exercise
of voting rights.
2) If you exercise your voting rights more than once via the Internet, the last exercise of voting rights
shall be deemed as the valid exercise of voting rights.
3) If you exercise your voting rights both via the Internet and in writing (by submitting the Voting
Rights Exercise Form), the exercise via the Internet shall be deemed as the valid exercise of voting
rights.
4) If you wish to make a diverse exercise of your voting rights, please notify the Company in writingof your intention of making a diverse exercise of your voting rights and the reasons therefor at least
three days prior to the date of the Annual General Meeting of Shareholders.
5) For individual shareholders to exercise voting rights by proxy, in principle, it is necessary to submit
the following documents 1) to 3).
1) Voting Rights Exercise Form of the proxy2) Document evidencing authority of the proxy (letter of attorney with the signature of theshareholder who assigns the power of attorney to the proxy or with the name of the shareholder
who assigns the power of attorney to the proxy and the seal affixed)
3) Voting Rights Exercise Form of the shareholder who assigns the power of attorney to the proxy or
the seal registration certificate corresponding to the seal affixed to the letter of attorney, or a
copy of an official document for identification of the shareholder who assigns the power ofattorney to the proxy, including but not limited to a passport, a driver’s license, and a healthinsurance card
6) For corporate shareholders to exercise voting rights by proxy, in principle, it is necessary to submit
the following documents 1) and 2).
1) Document evidencing authority of the proxy (letter of attorney or notice of representation withthe signature of the representative of the corporation or with the name of the representative of
the corporation and the seal affixed)
2) Voting Rights Exercise Form of the shareholder who assigns the power of attorney to the proxy or
the seal registration certificate corresponding to the seal affixed to the letter of attorney or thenotice of representation
7) The number of proxies shall be one and the proxy shall be a shareholder with voting rights at this
General Meeting of Shareholders, pursuant to Article 15, Paragraph 1 of the Company’s Articles ofIncorporation.
8) The documents sent to shareholders also serve as documents containing the matters subject to

-2-

9)

electronic provision measures based on a request for delivery of documents. The following matters
are not included in the documents in accordance with laws and regulations in addition to Article 13of the Company’s Articles of Incorporation. Accordingly, the said documents constitute only part ofthe documents audited by the Audit & Supervisory Committee and the Accounting Auditor in
preparation of audit reports.
- System and Policy of the Company- Consolidated Statement of Changes in Shareholders’ Equity and Notes to the Consolidated
Financial Statements- Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to the
Nonconsolidated Financial Statements
Going forward, in the event that a significant change in the proceeding of the Meeting arises, wewill disclose it on the Company’s Internet website at https://www.jp-holdings.co.jp.

―――――――――――――――――――――――――――――――――――――――――――――――◎◎

Any revisions to the matters subject to electronic provision measures will be posted on the respective
websites where the matters are posted.
If you require any consideration at the venue, please contact the following section by Tuesday, June 18,2024, Japan time, for preparation purposes.
General Affairs and Legal Section, General Affairs Department, JP-HOLDINGS, INC.
Tel: +81-3-6433-0253
Email: stock-info@jp-holdings.co.jp-3-Reference Documents for the Annual General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
With respect to the year-end dividend for the 32nd fiscal year, we propose a year-end dividend of 8 yen per
share, comprehensively taking into account the performance of the fiscal year under review, the internal reserves
necessary for future business expansion, as well as the enhancement of financial soundness, among other factors.
(i) Type of dividend assetsCash(ii) Matters concerning the allocation of dividend assets to shareholders and the total amount thereof
8 yen per share of the Company’s ordinary shares
Total amount: 682,858,648 yen(iii) Effective date of dividend of surplus
June 26, 2024

-4-

Proposal 2: Election of Eight (8) Directors (excluding Directors who are Audit & Supervisory
Committee Members)
The terms of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory Committee
Members; hereinafter, the same apply in this Proposal) will expire at the close of this Annual General Meetingof Shareholders. Accordingly, we propose that eight (8) Directors be elected. The nomination of the candidates
for Director has been determined by the Board of Directors upon recommendations from the Nomination
Committee, a voluntary committee chaired by an Independent Outside Director and a majority of which
comprises Independent Outside Directors. While the Audit & Supervisory Committee deliberated on this
proposal, there is no particular matter on which they should state their opinions at the General Meeting of
Shareholders pursuant to the provisions of the Companies Act.
Candidates for Director are as follows.
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Joined Pacific Rim Corporation (U.S.)
Assumed office as Director
April 2001
Joined ATRIUM Co., Ltd.
Subsequently, assumed office as Executive Officer andGeneral Manager of Strategic Investment Division
July 2011
Founded Futamatsuya USA Inc. (U.S.)
April 2012
Founded Star Capital Inc.
December 2017 Founded Mirai Capital Co., Ltd.
Assumed office as Representative Director
Founded Mother Care Japan Co., Ltd.
Assumed office as Representative Director
June 2018
Director, the Company
July 2018
Director, Japan Nursery Service Inc.
Director, Japan Nursery Institute for General Research
Inc.
September 2018 President and Representative Director, J Kitchen Inc.
Tohru Sakai
August 2019
Senior Managing Director, the Company(September 26, 1973)
June 2020
President and Representative Director,
the Company (to present)
July 2020
Director, J Kitchen Inc.
1
June 2021
President and Director, Japan Nursery Service Inc.
September 2021 President and Representative Director, J Kitchen Inc.
October 2021
President and Representative Director, and General
Manager, Operation Department, J Kitchen Inc.
April 2022
President and Representative Director,
Japan Nursery Service Inc. (to present)
President and Representative Director,
J Kitchen Inc. (to present)
February 2023 Chief Director, Japan Childcare Association (to present)
June 2023
Director, Kosodate Support Realty Co., Ltd. (to present)
February 2024 Director, ONE’S WILL CO., LTD. (to present)
March 2024
President and Representative Director, Japan Nursery
Institute for General Research Inc. (to present)

Number ofshares of theCompany held

July 1996

29,136[Reasons for nomination as a candidate for Director]
Mr. Tohru Sakai has led the Company’s management as President and significantly contributed to improving theperformance of the Company. The Company expects that by leveraging the wealth of experience andachievements he has thus accumulated, he as Director will be able to make appropriate decisions and supervise
the performance of duties regarding important matters on the Company’s management in general, while also
continuing to contribute to the Group’s growth and the enhancement of corporate value. Accordingly, theCompany renominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1984
April 2006

2

Number ofshares of theCompany held

Taught at Sugiyama-jinja Kindergarten
Joined Japan Nursery Service Inc.
Kids Plaza ASC Totsuka Nursery School
April 2008
Kids Plaza ASC Yoshinocho Nursery School, Japan
Nursery Service Inc.
July 2008
Director, Kids Plaza ASC Shinsugita Nursery School,
Japan Nursery Service Inc.
April 2010
Director, ASC Kawasaki-higashiguchi Nursery School,
Japan Nursery Service Inc.
September 2012 Director, ASC Kawasaki-higashiguchi Nursery School,
and Area Manager, Japan Nursery Service Inc.
April
2014
Director, ASC Bashamichi Nursery School, and Area
New Candidate
Manager, Japan Nursery Service Inc.
46,400April 2018
Director, ASC Totsuka Nursery School, and AssistantNaomi Yoshioka
Block Manager, Japan Nursery Service Inc.
(March 4, 1964)
April 2022
Director, Childcare Department, Kanagawa Block,Operational Management Division, Japan Nursery
Service Inc.
June 2022
Director, and Director, Childcare Department, Kanagawa
Block, Operational Management Division, Japan
Nursery Service Inc.
April 2023
Director, and Director, Childcare Department, Kanagawa
and East Japan Blocks, Operational Division, Japan
Nursery Service Inc.
April 2024
Director, and Director, Childcare Department,
Kanagawa, East Japan and West Japan Blocks, Japan
Nursery Service Inc. (to present)[Reasons for nomination as a candidate for Director]
Ms. Naomi Yoshioka has significantly contributed to establishing, improving and strengthening the organizationwide operational management system of nursery services and to improving their quality. The Company expects
that based on these achievements, she can contribute to the Group’s growth and the enhancement of corporate
value in the future. Accordingly, the Company newly nominated her as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1953

3

Number ofshares of theCompany held

Joined Yamatane Securities Co., Ltd. (current SMBC
Nikko Securities Inc.)
December 1985 President and Representative Director, Yamatane
Investment Management Co., Ltd.
June 1992
President and Representative Director, Yamatane
Securities Co., Ltd. (current SMBC Nikko Securities Inc.)
November 1994 Director (Financial Affairs), Waseda University
September 1995 Vice President, Executive Director (Financial Affairs),
Waseda University
June 2000
Nonexecutive Director, The Tokyo Foundation
January 2002
President, NPO Bridge in Asia
December 2003 Vice President, University Management Association in
21st Century
November 2004 Vice President, Executive Director, Waseda University
October 2006
Visiting Scholar, Waseda Institute of the Policy of Social
Safety (to present)
November 2006 Director, Yugi Sangyo Kenzenka Suishinkikou (topresent)
December 2006 Trustee, Toyo University
April 2009
Director, University of Niigata Prefecture
December 2009 Executive Trustee, Toyo University
December 2010 Trustee, General Incorporated Foundation The Japan
Uzbekistan Silk Road Foundation (to present)
Outside Director October 2011
Director and Principal, Educational Corporation Kankyo
Zokei Gakuen ICS College of Arts–
April 2012
Vice Chairman, Educational Corporation Kankyo Zokei
Shotaro Seki
Gakuen(July 12, 1929)
April 2014
Vice Chairman and President, Educational Corporation
Kankyo Zokei Gakuen
June 2014
Member, University Reform Governance Promotion
Committee, Ministry of Education, Culture, Sports,
Science and Technology
January 2015
Councilor, Foundation for International Transfer ofSkills and Knowledge in Construction
July 2016
Advisor, Japan Educational Foundation Tokyo Online
University
December 2016 Member, Committee for Discussion of Measures for
Promoting University Governance Reform, Ministry of
Education, Culture, Sports, Science and Technology
May 2017
Chairman, NPO MusicaFresca (to present)
October 2017
Member, Committee for Discussion of Measures for
Promoting University Governance Reform, Ministry of
Education, Culture, Sports, Science and Technology
October 2018
Outside Director, the Company (to present)
July 2019
Director, Tokyo New City Orchestra (to present)
September 2019 Director and Senior Advisor, Educational Corporation
Kankyo Zokei Gakuen ICS College of Arts (to present)
April 2021
Institute for Development of Early Childhood Education,
Comprehensive Research Organization, Waseda
University (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Shotaro Seki has been providing advice on supervision of the management of the Company and overallmanagement, capitalizing on his wealth of experience and knowledge of education and governance. The Company
expects him to continue to provide useful advice and thus renominated him as a candidate for Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1970

Outside Director

Tadakazu Sahara(April 9, 1947)
4

June 2000
April 2006
April 2007
May 2007
May 2008
January 2009
October 2018
June 2020

Joined Daiwa Securities Co., Ltd. (current Daiwa
Securities Group Inc.)
Director, Daiwa Investor Relations Co. Ltd.
Managing Director, Daiwa Investor Relations Co. Ltd.
Opened Office Sahara
General Manager, Information Security Office,
the Company (until April 2008)
Advisor, General Solutions Co., Ltd. (current Fisco Ltd.)
Director, General Solutions Co., Ltd. (current Fisco Ltd.)
Outside Audit and Supervisory Board Member,the Company
Outside Director, the Company (to present)

Number ofshares of theCompany held

10,000[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Tadakazu Sahara has a wealth of work experience at financial institutions, and a wide range of knowledge ofcommunication with stakeholders, etc. cultivated through his career at IR activity consulting company. The
Company expects him to continue to provide useful advice on overall management including advice ontransmission of information for stakeholders and thus renominated him as a candidate for Outside Director.
April 1976
April 1986

5

Joined Chiba Prefectural Government
Joined Ministry of Health and Welfare (current Ministryof Health, Labour and Welfare)
April 1994
Assistant Professor, College of Social Studies (current
College of Integrated Human and Social Welfare
Studies), Shukutoku University
April 1997
Professor, Graduate School, Shukutoku University
General Manager, Department of Child and Family Policy
Research, Japan Child and Family Research Institute
Advisor, Ishikawa Prefectural Government
Outside Director April 2006
April 2009
Technical Advisor, City of Urayasu (in charge of Child
Care Support) (to present)
Reiho Kashiwame
June
2013
Director, Social Welfare Corporation Kobokan (to present)(June 16, 1952)
December 2014 Vice Chairman, Tokyo Child Welfare Council
September 2015 Chairperson, Child and Parenting Board of Tokyo
Metropolitan Government
June 2020
Outside Director, the Company (to present)
February 2023 Chairman, Tokyo Child Welfare Council (to present)
Chairman, Toshima City Child Welfare Council (to present)
April 2023
Research Professor, College of Integrated Human andSocial Welfare Studies, Shukutoku University, andGraduate School, Shukutoku University (to present)–[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Although he has no direct experience in corporate management, Mr. Reiho Kashiwame has many years ofexperience and professional knowledge of child welfare and child education. The Company expects him tocontinue to provide useful advice on overall management of the Group, particularly on nursery services and thus
renominated him as a candidate for Outside Director.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1976

6

7

Number ofshares of theCompany held

Joined The Mitsubishi Bank, Ltd. (current MUFG Bank,Ltd.)
March 1993
Deputy General Manager, Singapore Branch, The
Mitsubishi Bank, Ltd. (current MUFG Bank, Ltd.)
July 1997
General Manager, Planning Department, TokyoMitsubishi Asset Management Co., Ltd. (current
Mitsubishi UFJ Kokusai Asset Management Co., Ltd.)
October 2000
General Manager, Asset Management Service
Department, The Bank of Tokyo-Mitsubishi, Ltd.
(current MUFG Bank, Ltd.)
July 2002
General Manager, Invest Banking and AssetManagement Planning Department, The Bank of TokyoOutside Director
Mitsubishi, Ltd. (current MUFG Bank, Ltd.)
July 2004
Representative Director and President, Mitsubishi-Tokyo–
Yasumine Satake
Wealth Management Securities Co., Ltd. (current(December 1, 1953)
Mitsubishi UFJ Securities Holdings Co., Ltd.)
September 2004 Representative Director and Chairman, MitsubishiTokyo Wealth Management Bank (Switzerland), Ltd.
(current Mitsubishi UFJ Wealth Management Bank
(Switzerland), Ltd.)
August 2008
Director and Chairman, The Tokyo Star Bank, Limited
June 2015
Outside Director, SBI Holdings, Inc.
July 2017
Outside Audit and Supervisory Board Member, SBI
Sumishin Net Bank, Ltd.
June 2020
Outside Director, Audit & Supervisory Committee Chair,
Suruga Bank Ltd.
June 2022
Outside Director, the Company (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Yasumine Satake has long been engaged in reforming and refining the financial environment through theplanning and execution of new businesses and the promotion of business integration in the drastically changing
financial industry. The Company expects that he can continue to provide useful advice on overall management of
the Group, and thus renominated him as a candidate for Outside Director.
February 1987 Received Special Jury Award at the 2nd Toho Cinderella
Audition
March 1990
Graduated from Department of English Literature, Toyo
Eiwa Junior College (current Toyo Eiwa University)
April 1990
Made her full-scale debut as an actress in NHK’smorning drama serials, Rin-rin to
March 1997
Received Newcomer of the Year in the 20th Japan
Academy Film Prize for her performance in the film
Outside Director
titled Waga Kokoro no Gingatetsudo - Miyazawa Kenji
Monogatari–
Yuki Gotoda
March 2003
Graduated from Culinary Course of Hattori Nutrition(March 28, 1970)
CollegeFebruary 2016 Received the 3rd Distinguished Achievement Award in
Culture of Dietary Education
March 2021
Graduated from Department of Education, Faculty of
Liberal Arts, University of the Sacred Heart (acquired afirst-class teaching certificate for kindergarten)
August 2022
Acquired a childcare certificate
June 2023
Outside Director, the Company (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Ms. Yuki Gotoda is active as an actress under the stage name of Maki Mizuno. She has a first-class teachingcertificate for kindergarten and a childcare certificate and also has a good personality with superior knowledge,
including experience in volunteer activities at kindergarten. Although she has no direct experience in corporate
management, the Company expects that she can continue to provide useful advice on the promotion of businessof the Group, and thus renominated her as a candidate for Outside Director.

-9-

No.

8

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

December 1983 Joined Daiwa Securities Co., Ltd. (current Daiwa
Securities Group Inc.)
August 1999
Joined ING Barings Securities Japan Ltd.
April 2003
Joined The Royal Bank of Scotland Plc
April 2011
President, Food Stuff Research Institute Co., Ltd. (toNew Candidate
present)
Outside Director February 2012 Representative Director, Yamato Consulting Group Co.,–Ltd.
Hidehiro Katsumata April 2018
Director, The Japan Hong Kong Society(September 8, 1956) October 2018
Audit and Supervisory Board Member, the Company
February 2020 City Council Member, Gotemba City
June 2020
Outside Director (Audit & Supervisory Committee
Member), the Company (to present)
March 2024
Auditor, The Japan Hong Kong Society (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Hidehiro Katsumata has a wealth of experience at financial institutions in Japan and overseas, and a wide
range of knowledge as manager over many years. He has also worked to secure the soundness and appropriatenessof management as Audit and Supervisory Board Member and Outside Director who is Audit & Supervisory
Committee Member of the Company. Considering his achievement, the Company expects that he can provide
useful advice on overall management of the Group, and thus newly nominated him as a candidate for Outside
Director.

(Notes)
1. Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho Kashiwame, Mr. Yasumine Satake, Ms. Yuki
Gotoda, and Mr. Hidehiro Katsumata are candidates for Outside Director. The Company has
designated them as Independent Directors as defined by Tokyo Stock Exchange, Inc. andsubmitted notifications.
2. Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho Kashiwame, Mr. Yasumine Satake, and Ms.
Yuki Gotoda currently serve as Outside Directors of the Company. Mr. Shotaro Seki will have
served as Outside Director of the Company for five (5) years and eight (8) months, Mr. Tadakazu
Sahara and Mr. Reiho Kashiwame for four (4) years, Mr. Yasumine Satake for two (2) years, and
Ms. Yuki Gotoda for one (1) year at the close of this Annual General Meeting of Shareholders.
3. Mr. Hidehiro Katsumata currently serves as Outside Director who is Audit & Supervisory
Committee Member of the Company. He will have served as Outside Director who is Audit &Supervisory Committee Member of the Company for four (4) years at the close of this Annual
General Meeting of Shareholders.
4. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into contracts with Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho Kashiwame, Mr.
Yasumine Satake, Ms. Yuki Gotoda, and Mr. Hidehiro Katsumata that limit their liabilities fordamages stipulated in Article 423, Paragraph 1 of the Companies Act, under which the amount of
their liabilities for damages is limited to six (6) million yen or to the amount stipulated by laws
and regulations, whichever is higher. If their reelection or election is approved, the Company
intends to continue the said liability limitation contracts with them.
5. The Company has entered into directors and officers liability insurance contract with an insurancecompany that insure all Directors. The insurance policy will cover any damages that may result
from the insured assuming responsibilities regarding the execution of their duties or receiving
claims pertaining to the pursuit of such responsibilities. However, there are certain exemptions,such as the insurance contract does not cover damages arising from acts committed by the insured
with the knowledge of their illegality. In the event that each candidate is appointed as a Director,
he or she will be included as the insured under the insurance contract. The Company plans torenew the insurance contract with the same content at the next renewal.
6. Mr. Reiho Kashiwame concurrently serves as Chairman for Tokyo Child Welfare Council, which
has a committee that reviews permits of nursery schools in Tokyo. In addition, he concurrently
serves as Chairman for Toshima City Child Welfare Council, which has a committee that reviews
permits of nursery schools in Toshima City. No special interest exists between each of the othercandidates and the Company.

- 10 -

Proposal 3: Election of Five (5) Directors who are Audit & Supervisory Committee Members
The terms of office of all five (5) Directors who are Audit & Supervisory Committee Members will expire at
the close of this Annual General Meeting of Shareholders. Accordingly, we propose that five (5) Directors who
are Audit & Supervisory Committee Members be elected.
The Audit & Supervisory Committee has consented to this proposal.
Candidates for Director who is Audit & Supervisory Committee Member are as follows.
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
May 1977

1

Joined International Cooperation Editorial Department,
Editorial Division, Kogyo Jiji Tsushinsha Co., Ltd.
October 1980
Part-time Director, Totaku Engineering, Inc.
June 1981
Director, Doboku Tsushinsha Co., Ltd.
May 1983
Director, General Manager of Planning Dept., Totaku
Engineering, Inc.
April 1987
Director, Executive Manager, Urban Development Co., Ltd.
May 1988
President and Representative Director, Totaku Engineering,
Inc.
April 1990
Managing Director, Urban Development Co., Ltd.
March 1991
Representative Director, Urban Development Co., Ltd.
May 1997
Director, SOHATSU Corporation
July 2000
Advisory, ATRIUM Co., Ltd.
February 2002 Advisory, A.M. Fund Management Co., Ltd.
March 2004
Representative Director, SOHATSU Facility Management
Co., Ltd. (to present)
November 2006 Director and Chairman, LIU Corporation (to present)
Hakubun Seki
February 2007 Advisory, ATRIUM Construction Co., Ltd.
(January 21, 1952) August 2017
Representative Director, SOHATSU Corporation (topresent)
September 2017 Representative Director and Chairman, Totaku Engineering
Inc. (to present)
October 2018
Audit and Supervisory Board Member (Fulltime), theCompany
Audit and Supervisory Board Member, Japan Nursery
Service Inc. (to present)
Audit and Supervisory Board Member, J Kitchen Inc. (topresent)
Audit and Supervisory Board Member, Japan Nursery
Institute for General Research Inc. (to present)
June 2020
Director (Audit & Supervisory Committee Member), theCompany (to present)
June 2023
Audit and Supervisory Board Member, Kosodate Support
Realty Co., Ltd. (to present)
February 2024 Audit and Supervisory Board Member, One’s Will Co., Ltd.
(to present)

Number ofshares of theCompany held–

[Reasons for nomination as a candidate for Director who is Audit & Supervisory Committee Member]
Mr. Hakubun Seki has in-depth knowledge of corporate management cultivated through his wealth of experience ascorporate manager. As Full-time Audit & Supervisory Committee Member, he also has an achievement of conducting
audits from various angles and working to secure the soundness and appropriateness of management. Considering his
knowledge and achievement, the Company believes that he is qualified to serve as Director who is Audit & Supervisory
Committee Member, and renominated him as a candidate for Director who is Audit & Supervisory Committee Member.

- 11 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1980

2

Number ofshares of theCompany held

Appointed to Public Prosecutor, Tokyo District Public
Prosecutors Office
April 2005
Director, Public Safety Bureau, Tokyo District Public
Prosecutors Office
June 2010
Director, Administration Bureau, Supreme Public
Prosecutors Office
July 2012
Chief Prosecutor, Tokyo District Public Prosecutors OfficeOutside Director July 2014
Deputy Prosecutor-General, Supreme Public Prosecutors
Office–Toshihiko Itami December 2015 Superintending Prosecutor, Osaka High Public Prosecutors
Office(September 2, 1953)
November 2016 Registered as attorney Advisor, Nagashima Ohno &Tsunematsu
March 2018
Outside Corporate Auditor, Hokkoku Shimbun
June 2018
Outside Director, Seven Bank Ltd.
Outside Director, TODA CORPORATION (to present)
June 2020
Outside Director (Audit & Supervisory Committee
Member), the Company (to present)[Reasons for nomination as a candidate for Outside Director who is Audit & Supervisory Committee Member
and overview of expected roles]
Although he has no direct experience in corporate management, Mr. Toshihiko Itami has a wealth of experience andhighly professional knowledge cultivated through many years of engagement in corporate governance and corporate
compliance as public prosecutor and attorney, and he has been providing appropriate advice on the management of theCompany from an objective viewpoint. Considering his knowledge and achievement, the Company believes that he isqualified to serve as Audit & Supervisory Committee Member, and renominated him as a candidate for Director who
is Audit & Supervisory Committee Member.

- 12 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1983
March 1998

Outside Director

Akinori Tsuruya(June 8, 1957)
3

Joined National Police Agency
Director, Police Administration, Police Headquarters,
Ibaraki Police
August 1999
Officer, Info-Communications Planning Division, InfoCommunications Bureau, National Police Agency
February 2001 Director, Criminal Department, Police Headquarters,
Hyogo Prefectural Police
February 2003 Deputy Director for International Affairs, Cabinet
Intelligence and Research Office
April 2007
Chief of Police Headquarters, Wakayama Prefectural
PoliceAugust 2008
Director, International Investigations (Head of Tokyo
Office, International Criminal Police Organization),
National Police Agency
June 2013
Director, Shikoku Finance Bureau, Ministry of Finance,
JAPAN
September 2016 Director, Kinki Region Police Bureau
November 2017 Advisor, Prudential Life Insurance Company
April 2018
Outside Director, Unicafe Inc.
April 2018
Outside Director, Hinode Holdings Co., Ltd. (to present)
June 2018
Advisor, Prudential Holdings of Japan, Inc.
April 2020
Advisor, UCC Holdings Co., Ltd. (to present)
June 2020
Outside Director (Audit & Supervisory Committee
Member), the Company (to present)
August 2020
Deputy President, Public Interest Incorporated
Foundation Asia Symbiosis Educational Foundation (topresent)
January 2021
Managing Director, General Incorporated Association
Medical Check Promotion Organization (to present)
April 2023
Trustee, Organized Crime Group Victim Relief Fund (topresent)
July 2023
Vice Chairman, Koueki Jigyou Shien Kyokai (topresent)
December 2023 Advisor, Nisshin Fire & Marine Insurance Co., Ltd. (topresent)

Number ofshares of theCompany held–

[Reasons for nomination as a candidate for Outside Director who is Audit & Supervisory Committee Member
and overview of expected roles]
Although he has no direct experience in corporate management, Mr. Akinori Tsuruya has a wide range of knowledgeof risk management and compliance, and he has been providing appropriate advice on the management of the Company
from an objective viewpoint. Considering his knowledge and achievement, the Company believes that he is qualified
to serve as Audit & Supervisory Committee Member, and renominated him as a candidate for Director who is Audit &Supervisory Committee Member.

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No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1970
April 1979

Outside Director

May 1979
July 1982
December 1982
August 1988
October 1990

Masaru Yaita
December 2002
(February 20, 1948) December 2005
4

December 2010
June 2020

Number ofshares of theCompany held

Joined Marubun Corporation
Joined Sukenori Mori Certified Public Accountant
OfficeRegistered as tax accountant
Registered as certified public accountant
Partner, TKA Takeshi Iizuka Audit Corporation
Joined KPMG Japan Inc.
Joined Kokusai Securities Inc. (current Mitsubishi UFJ
Securities Holdings Co., Ltd.)
Joined Ernst & Young ShinNihon LLC
Executive Officer and General Manager, Finance
Division, H.S. Securities. Co., Ltd. (current HS Holdings
Co., Ltd.)
Representative Liquidator, Orient Securities Co., Ltd.
Corporate Auditor, H.S. Loan Recovery Co., Ltd.
(current Kiraboshi Servicer Co., Ltd.)
Outside Director (Audit & Supervisory Committee
Member), the Company (to present)–[Reasons for nomination as a candidate for Outside Director who is Audit & Supervisory Committee Member
and overview of expected roles]
Although he has no direct experience in corporate management, Mr. Masaru Yaita has a wealth of experience andknowledge of accounting and taxation areas as tax accountant and certified public accountant, and he has been providing
appropriate advice on supervision of the management of the Company and management in general. Considering his
knowledge and achievement, the Company believes that he is qualified to serve as Audit & Supervisory Committee
Member, and renominated him as a candidate for Director who is Audit & Supervisory Committee Member.
January 1982
April 1997
New Candidate
Outside Director

5

April 2003

Teruji Yamamura June 2004
(January 28, 1957) April 2009
June 2022
June 2023

Joined Duskin Co., Ltd.
Assigned to Osaka Sales Office
General Manager, Branch Office Support Division,
Duskin Co., Ltd.
President and Representative Director, Duskin Shizuoka
Nishi Co., Ltd.
Director, Duskin Co., Ltd.
President and CEO, Duskin Co., Ltd.
Representative Director and Chairman, Duskin Co., Ltd.
Board Director and Chairman, Duskin Co., Ltd. (topresent)–[Reasons for nomination as a candidate for Outside Director who is Audit & Supervisory Committee Member
and overview of expected roles]
Mr. Teruji Yamamura has in-depth knowledge of corporate management cultivated through his wealth ofexperience as corporate manager over many years. The Company expects that by capitalizing on his knowledge,
he can provide useful advice from an objective viewpoint to secure the soundness and appropriateness ofmanagement from various angles, and thus newly nominated him as a candidate for Director who is Audit &Supervisory Committee Member.

(Notes)
1. Mr. Toshihiko Itami, Mr. Akinori Tsuruya, Mr. Masaru Yaita, and Mr. Teruji Yamamura are
candidates for Outside Director. The Company has designated Mr. Toshihiko Itami, Mr. Akinori
Tsuruya, and Mr. Masaru Yaita as Independent Directors as defined by Tokyo Stock Exchange,
Inc. and submitted notifications.
2. Mr. Toshihiko Itami, Mr. Akinori Tsuruya, and Mr. Masaru Yaita currently serve as Outside
Directors who are Audit & Supervisory Committee Members of the Company. They will have
served as Outside Directors who are Audit & Supervisory Committee Members for four (4) years
at the close of this Annual General Meeting of Shareholders.
3. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into contracts with Mr. Hakubun Seki, Mr. Toshihiko Itami, Mr. Akinori Tsuruya, and Mr.
Masaru Yaita that limit their liabilities for damages stipulated in Article 423, Paragraph 1 of theCompanies Act, under which the amount of their liabilities for damages is limited to six (6)- 14 -

million yen or to the amount stipulated by laws and regulations, whichever is higher. If theirreelection is approved, the Company intends to continue the said liability limitation contracts withthem. In addition, if the election of Mr. Teruji Yamamura is approved, the Company intends toenter the same liability limitation contract with him.
4. The Company has entered into directors and officers liability insurance contract with an insurancecompany that insure all Directors. The insurance policy will cover any damages that may result
from the insured assuming responsibilities regarding the execution of their duties or receiving
claims pertaining to the pursuit of such responsibilities. However, there are certain exemptions,such as the insurance contract does not cover damages arising from acts committed by the insured
with the knowledge of their illegality. In the event that each candidate is appointed as a Director,
he or she will be included as the insured under the insurance contract. The Company plans torenew the insurance contract with the same content at the next renewal.
5. Mr. Teruji Yamamura concurrently serves as a business executor of Duskin Co., Ltd. (or its groupcompanies), which is a major shareholder of the Company. The Company has entered into abusiness alliance agreement with Duskin Co., Ltd. In addition, Duskin Co., Ltd. (or its groupcompanies) is a business partner of the Company, but there is no special relationship between
Duskin Co., Ltd. (or its group companies) and the Company (i.e., the entity is not a specified
associated service provider for the Company). No special interest exists between each of the othercandidates and the Company.

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