Notification of Independent Directors
1. Basic Information
Securities
CodeDigital Garage, Inc.

Company Name

Scheduled Date ofChange

May 28, 2024

Date of Filing
Reason for Filing4819

June 21, 2024

A proposal for the election of new Outside Directors will be submitted
to the Ordinary General Meeting of Shareholders.

Designation of all persons who satisfy the qualifications for independent directors as
Independent Directors (*1)

2. Matters concerning the independence of Independent Directors and Outside Directors
No.

Director Attributes (*2 and *3)

Outside Director/ IndependentName

Outside Auditor

Directorabcdefghi

Details ofjkl

Notchangeapplicable

Consent ofthe person
concerned

1

Hiromi Ozaki

Outside Director

○

○

2

Hironobu Moriyama

Outside Director

○

○

3

Masako Ikeda

Outside Director

○

○

4

Junji Inoue

Outside Director

○

○

Yes

5

Koji Makino

Outside Director

○

○

Yes

6

Shuma Uchino

Outside Director

○

○

Yes

Yes
New
Appointment
New
Appointment

Yes
Yes

3. Description of director attributes and the reasons for election
No.

Description (summary) of Director Attributes (*4)

Reasons for Election (*5)
Hiromi Ozaki (Nickname: Sputniko!) has deep expertise and experience in art, design,and technology, among other areas. Deeming that she can provide valuable opinions
and suggestions from her expert perspectives concerning in particular the web3
movement as well as diversity, equity & inclusion, the Company has determined she canbe expected to continue contributing to appropriate oversight of business operation of1

the Company and ensuring its sound business management through the promotion of
the sustainable management of the Company.
She is designated as an Independent Director, considering that she has no conflicts ofinterest with the Company and maintains a high degree of independence, and isunlikely to cause a conflict of interest with general shareholders.
Hironobu Moriyama has a wealth of experience and knowledge in corporate
management and the financial services domain, and he is particularly well versed in
global investment banking business and has in-depth knowledge of Japanese startups,
and therefore the Company has determined he can be expected to provide appropriate

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strategic advice and management supervision in promoting the Company’s FinTechbusiness.
He is designated as an Independent Director, considering that he has no conflicts ofinterest with the Company and maintains a high degree of independence, and isunlikely to cause a conflict of interest with general shareholders.
Although Masako Ikeda has not been involved in corporate management in the past,
she has specialist knowledge and a wealth of experience in law as an attorney. The
Company has determined she can be expected to contribute to the appropriate
oversight and the ensuring of sound business management from both general

3management and legal perspectives for the Company, in a business environment where
the move to DX and digitalization are progressing in each industry and where related
legislation is being formulated in parallel to this.
She is designated as an Independent Director, considering that she has no conflicts ofinterest with the Company and maintains a high degree of independence, and isunlikely to cause a conflict of interest with general shareholders.

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Junji Inoue has a wealth of overseas business experience, experience as CEO and CTO ofa global IT company, experience at an IT company in Silicon Valley, and development
experience at a Japanese payment systems company. He also has provided us withvaluable opinions and suggestions from a global perspective as Outside Auditor andOutside Director who is an Audit and Supervisory Committee Member of the Company.
Deeming that he can continue to provide oversight and advice concerning the businessexecution of Directors from his specialist perspective, the Company has determined he4

can be expected to contribute to appropriate oversight of business operation of theCompany and ensure its sound business management.
He is designated as an Independent Director, considering that he has no conflicts ofinterest with the Company and maintains a high degree of independence, and isunlikely to cause a conflict of interest with general shareholders.
Although Koji Makino has not been involved in corporate management other thanhaving served as an outside officer, he has a wealth of experience and expertise as acertified public accountant and consultant, as well as experience as an Outside Directorof a listed company. In addition, as Outside Auditor and Outside Director who is anAudit and Supervisory Committee Member of the Company, he provided us withvaluable opinions and suggestions concerning business management of the Company
from an accounting perspective. Deeming that he can continue to provide oversight

5and advice concerning the business execution of Directors from his specialist
perspective, the Company has determined he can be expected to contribute toappropriate oversight of business operation of the Company and ensure its soundbusiness management.
He is designated as an Independent Director, considering that he has no conflicts ofinterest with the Company and maintains a high degree of independence, and isunlikely to cause a conflict of interest with general shareholders.
Shuma Uchino has extensive experience in corporate management and financial
accounting through his career history that includes serving as CFO at a major listedcompany. Deeming that he can use that insight to provide oversight and advice
concerning the business execution of Directors from his specialist perspectives
pertaining particularly to management and administration, the Company has
determined he can be expected to continue to contribute to appropriate oversight of

6business operation of the Company and ensure its sound business management.
He is designated as an Independent Director, considering that he has no conflicts ofinterest with the Company and maintains a high degree of independence, and isunlikely to cause a conflict of interest with general shareholders.

4. Remarks

*1
*2

*3
*4
*5

Place a mark in the check box if all outside directors who satisfy the qualifications for independent officers have been designated as Independent Directors.
Check items concerning the attributes of directors:
a. A person who executes business on behalf of the Company or its subsidiaryb. A person who does not execute business as director or accounting advisor of the Company or its subsidiary (in the case of Outside Company Auditor)c. An exective or a non-executive director of the parent company of the Company
d. Company Auditor of the parent company of the Company (in the case of Outside Company Auditor)e. A person who executes business on behalf of a fellow subsidiary of the Company
f. A person/entity whose main business partner is the Company, or an exective of such person/entity
g. A major business partner of the Company, or an exective of such partnerh. Consultant, accounting and legal expert who receives a significant amount of money or other property from the Company other than director's remuneration
i. Major shareholder of the Company (or a person who executes business of corporation in cases where the main shareholder is a corporation)
j. A person who executes business for a business partner of the Company excluding persons categorized as any of f, g, or h above (applies to the person concerned only)
k. A person who executes business for another company holding cross-directorships with the Company (applies to the person concerned only)
l. A person who executes business for an entity receiving contributions from the Company (applies to the person concerned only)
Note that the terms used in the above items a. to l. are based on the abbreviated wordings of those stipulated in the rules of the Tokyo Stock Exchange.
Indicate "○" if the person applies to each of the items a. to l. above currently or recently, and indicate "△" if it applies to each in the past.
Indicate "●" if a relative of the person applies to each of them currently or recently, and indicate "▲" if such relative applies to each in the past.
When any of the items a. to l. applies, provide a description (summary) of each Attribute.
State the reasons for the election of Independent Directors.

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