These documents have been translated from apart of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.
(Securities code: 6800)
June 6, 2024
(Date of commencement of measures for electronic provision: May 30, 2024)
To Shareholders with Voting Rights:
Takayuki Tokuma
Representative Director, President
and Executive Officer
Yokowo Co., Ltd.
JR Kanda Manseibashi Bldg. 14F,
1-25, Kandasuda-cho,
Chiyoda-ku, Tokyo, JapanNOTICE OF THE 86TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 86th Ordinary General Meeting of Shareholders of Yokowo Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
In convening this year’s General Meeting of Shareholders, measures for electronic provision have been taken
and the matters to be provided electronically are posted on the websites on the Internet indicated below.
The Company’s website: https://www.yokowo.co.jp/english/ir/stock/shareholder.html
In addition to the above, the information is also available on the website on the Internet indicated below.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Access the website above, enter the Company’s name “Yokowo” in the “Issue name (company name)” fieldor the Company’s securities code “6800” in the “Code” field and click “Search,” select “Basic information,” then“Documents for public inspection/PR information,” click the “click here for access” button below [Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting], and select thenotice.
If you are unable to attend the meeting, you may exercise your voting rights by either of the following
methods. Please read the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by 5:40 p.m. on Wednesday, June 26, 2024 Japan standardtime.
[If you wish to exercise your voting rights by postal mail (in writing)]
Please indicate your vote for or against each Proposal on the enclosed Voting Rights Exercise Form and sendit back so that it is received by the aforementioned exercise deadline.
[If you wish to exercise your voting rights via the Internet]
Please access the voting website (https://evote.tr.mufg.jp), use the “log-in ID” and “temporary password” or“log-in QR code” presented on the enclosed Voting Rights Exercise Form and enter your vote for or against
each Proposal by following the instructions displayed on the screen.
1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. JST

2. Venue:

STATION CONFERENCE Manseibashi 404, JR Kanda Manseibashi Bldg. 4F,
1-25, Kandasuda-cho, Chiyoda-ku, Tokyo, Japan1

3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
86th Fiscal Year (from April 1, 2023 to March 31, 2024) and results of audits
by the Accounting Auditor and Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 86th Fiscal Year(from April 1, 2023 to March 31, 2024)
Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Election of Seven Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member
Notes:
1) For those attending, please present the enclosed Voting Rights Exercise Form to the reception upon arrival at
the meeting.
2) Any updates to the matters to be provided electronically will be posted on the websites indicated above.
3) Among the matters to be provided electronically, the paper copy sent to shareholders who requested it by therecord date does not include the matters listed below pursuant to the provisions of applicable laws andregulations and Article 16 of the Articles of Incorporation of the Company.
• “System necessary to ensure that the execution of duties by the Directors complies with laws andregulations and the Articles of Incorporation, and other systems necessary to ensure properness ofoperations of the Company,” “Basic policy concerning persons who control the decisions on the
Company’s financial and business policies” and “Other important matters concerning the current situationof the Corporate Group” of the Business Report• Consolidated Statement of Changes in Shareholders’ Equity and Notes to the Consolidated Financial
Statements• Statement of Changes in Shareholders’ Equity and Notes to the Non-consolidated Financial Statements
Therefore, the Business Report and financial statements contained in the paper copy are part of the documents
audited by the Audit & Supervisory Board and the Accounting Auditor in preparing their respective Audit
Reports.
4) The Reference Documents for the General Meeting of Shareholders are also sent to shareholders who did not
request the paper copy.

2

Proposal No. 1: Distribution of Surplus
Matters concerning year-end dividends
Based on the recognition that providing superior returns to shareholders is one of the highest management
priorities, it is the Company’s basic policy to continue to pay stable dividends to shareholders, determining thespecific amount of dividend for each fiscal year by taking into consideration the maintenance of internal reserves
to be used for capital investment in production facilities in growing businesses, investment for technologicaldevelopment in new businesses, and investment for market development.
With respect to the operating results for the current fiscal year (fiscal year ended March 31, 2024), while the
VCCS segment (former vehicle communication equipment segment) recorded higher sales and a significant
increase in profit, the CTC segment (former circuit testing connector segment) recorded an operating loss as sales
halved, reflecting a significant decrease in orders received, and the FC ・ MD segment (former personalcommunication equipment segment) also recorded decreases in sales and profit. As a result, consolidated net
sales decreased slightly year on year and profit decreased significantly in all profit categories. However, thesefinancial results exceeded the forecast announced in February 2024. In the next fiscal year (fiscal year ending
March 31, 2025), the global economy is expected to become increasingly uncertain due to the intensification ofpolitical conflicts, tensions, and disputes in various regions around the world, and the core theme of our mainmarket is expected to change. In these circumstances, the Group has been securing a foothold for renewed growthof both the CTC and FC (fine connector) businesses. Under the “new medium-term management plan 2024-2028”
announced in May 2024, we will implement management conscious of cost of capital and strive to increase sales
and profit and strengthen our abilities to generate cash flow through investment management with a strong
awareness of “selection and concentration.”
In view of the aforementioned circumstances, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2024 as follows, comprehensively taking into account business forecasts and capitalneeds for the next fiscal year and beyond as well as securing financial stability.
(1) Type of dividend property: Cash
(2) Matters concerning allotment of dividend property to shareholders and total amount
22 yen per share of common stock, for a total of 512,839,140 yen
Because an interim dividend of 22 yen per share was paid out, the annual dividend for the fiscal year ended
March 31, 2024 will be 44 yen per share (consolidated dividend payout ratio of 67.8%).
(3) Effective date of distribution of surplus
June 28, 2024 (Friday)3

Proposal No. 2:

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this year’s Ordinary General
Meeting of Shareholders. Accordingly, shareholders are requested to elect seven Directors.
The candidates for Director are as follows.
It should be noted that no material conflict of interest exists between any of the seven candidates for Director
and the Company.

No.

1

Name

Takayuki Tokuma

Reappointment

Male

Current Positions and Responsibilities
in the Company

Attendance atBoard ofDirectors
Meetings

Representative Director, President andExecutive Officer

19/19 times(100%)

Director, Senior Managing Executive
Officer, General Manager, Incubation
Center; in charge of Social
Contribution; Representative Directorof Yokowo Scholarship Foundation
Director, Managing Executive Officer,
Chief Officer of Core Technology
Development H.Q., in charge of CTC
Engineering Management Division
Managing Executive Officer, in charge
of VCCS Business Division andGeneral Manager, VCCS overseas
factories

19/19 times(100%)

2

Kenji Yokoo

Reappointment

Male

3

Naohito Odani

Reappointment

Male

4

Katsuhei
Yanagisawa

New appointment

Male

5

Makoto Tobari

Reappointment
OutsideMale

Outside Director

19/19 times(100%)

6

Byeongwoo Kang

Reappointment
OutsideMale

Outside Director

15/15 times(100%)

7

Emi Yoneda

FemaleOutside Audit & Supervisory Board
Member

19/19 times(100%)

New appointment

Outside4

19/19 times(100%)—(—)

◆Expertise and experiences of new Board of Directors structure (skill matrix)
Up to four areas of expertise and experience of the Directors and Audit & Supervisory Board Members,
which are especially expected of them in performing their duties, are indicated. The table below is not an
exhaustive list of expertise and experiences of each person.
Expertise and experiences

Name

Positions

Corporate
management

ESG andsustainabil
ity

Legal andrisk
management

Takayuki
TokumaRepresentative Director,
President and Executive
Officer〇〇

Kenji Yokoo

Director, Senior
Managing Executive
Officer〇〇

Naohito Odani

Director, Managing
Executive Officer〇

Katsuhei
Yanagisawa

Director, Managing
Executive Office

〇

〇

〇

Makoto Tobari

Outside Director

〇

〇

〇

〇

Byeongwoo
Kang

Outside Director

〇

〇

〇

Emi Yoneda

Outside Director

〇

〇

〇

Kenji Kamachi

Audit & Supervisory
Board Member

〇

〇

〇

Toshiaki Tochigi

Outside Audit &Supervisory Board
Member〇〇〇〇Hisao Tsunoda

Outside Audit &Supervisory Board
Member〇〇〇SayakaYamaguchi

Outside Audit &Supervisory Board
Member〇Financeand M&A

HR andlaboraffairs

〇

〇

〇

〇

Internati
onality

〇

〇

〇

〇

Technologi
calstrategy

〇

〇

〇

〇

〇

〇

◆Directors and officers liability insurance contract for candidates for Director
The Company has entered into a directors and officers liability insurance contract with an insurance company
for the purposes of securing talented human resources and supporting their aggressive and resolute
management decision-making toward growth of the Company. The contract was most recently renewed in
February 2024. The summary of the contents of the insurance contract is as described in “IV. Mattersconcerning the Company’s Officers” 3. in the Business Report (Japanese version only). Among thecandidates, those who are incumbent Directors and Audit & Supervisory Board Members are already coveredby the insurance, and if their reappointment is approved, they will continue to be insured. If appointment of
the new candidates is approved, they will be covered by the insurance starting from the day on which theapproval is given.

5

No.

Name
(Date of birth)

Joined the Company
Director(June 13, 1954)
Director, General Manager, Car Antenna Business Division
Director, in charge of Business Planning Department
Reappointed
Managing Director
Managing Director and Antenna System Company President
Number of the
Director, Managing Executive Officer, and Antenna System Company
Company’s shares held:
President
292,115 shares
April 2007
Representative Director, President and Executive Officer (to present)
Years of service as Director: 28 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 19/19 times (100%)
Significant concurrent positions: None

Takayuki Tokuma

1

Past experience, positions and responsibilities
August 1988
June 1995
September 1995
April 1997
June 2004
December 2004
June 2006<Reasons for nomination as candidate for Director>
As the head and executive officer in charge of the divisions, Mr. Takayuki Tokuma has led the businessexpansion/evolution of the Company’s primary businesses, including the development/sales promotion of microantennas in the vehicle communication equipment (VCCS) business, as well as advancing into the BGA socket area ofthe circuit testing connector (CTC) business, overseas sales promotion of the PCC business (current FC business) andstart-up of the medical device (MD) business, and thus has a thorough understanding of all businesses. He has served as
President and Executive Officer since April 2007, bearing the slogans of “multilayered business” and “permanent
evolution,” and successfully and steadily achieved improvement in the growth potential, profitability, and stability of theGroup.
The Board of Directors of the Company would like Mr. Tokuma to continuously take responsibility for the businessexecution of the Company in the next period, and thus proposes that he be elected as Director.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
June 2007

2

Joined the Company
Executive Officer and Chief Officer, Administration Management
H.Q.
November 2016 Vice Chairman of The Tomioka Chamber of Commerce and Industry,
Gunma Prefecture (to present)
April 2017Managing Executive Officer and Chief Officer, Administration
Kenji Yokoo
Management H.Q.
(August 22, 1960)
June 2017
Director, Managing Executive Officer and Chief Officer,
Administration Management H.Q.
Reappointed
February 2020
Director, Managing Executive Officer and General Manager, VCCS
Number of theBusiness Division
Company’s shares held: April 2022
Director, Managing Executive Officer in charge of VCCS Business
93,261 shares
Division
April 2023
Director, Managing Executive Officer, General Manager, Incubation
Center; in charge of Social Contribution; in charge of Yokowo
Scholarship Foundation Establishment Project
April 2024
Director, Managing Executive Officer, General Manager, Incubation
Center; in charge of Social Contribution; Representative Director of
Yokowo Scholarship Foundation (to present)
Years of service as Director: 7 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 19/19 times (100%)
Significant concurrent position:
Vice Chairman of The Tomioka Chamber of Commerce and Industry, Gunma Prefecture<Reasons for nomination as candidate for Director>
Mr. Kenji Yokoo held important posts successively in the vehicle communication equipment (VCCS) business—theCompany’s mainstay business—and made a significant contribution towards the Company’s business expansion bytaking the initiative in opening new accounts with customers who are now major clients. Since his appointment to
Executive Officer and Chief Officer of the Administration Management H.Q., he has been playing a leading role inenhancing the Company’s global framework by promoting measures for company-wide profit structure reform as well as
personnel innovation measures after the Lehman’s collapse. From February 2020, he was in charge of the VCCS
business, of which he has thorough understanding, and worked to rebuild the profit structure of the businessfundamentally, while placing the greatest importance on the execution of supply responsibility, amidst the difficult
circumstances due to an impact of the spread of COVID-19. Since April 2023, he has been in charge of the Incubation
Center and engaged in full-scale commercialization of new businesses that will underpin the future of the Company.
The Board of Directors of the Company would like Mr. Yokoo to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities
May 2013
April 2015
April 2017

3

Joined the Company
General Manager, CTC Engineering Department
Deputy Chief Officer, Technical H.Q. and General Manager, CTC
Engineering Department
Naohito Odani
April 2018
Executive Officer and Deputy Chief Officer, Technical H.Q. and(March 16, 1968)
General Manager, CTC Engineering Department
April 2020
Executive Officer and General Manager, Technical H.Q., in charge ofReappointed
CTC Engineering Department
Number of theApril 2022
Managing Executive Officer and Chief Officer, Technical H.Q., in
Company’s shares held:charge of CTC Engineering Department
10,233 shares
June 2022
Director, Managing Executive Officer and Chief Officer, Technical
H.Q., in charge of CTC Engineering Department
April 2024
Director, Managing Executive Officer and Chief Officer, CoreTechnology Development H.Q., in charge of CTC Engineering
Management Division (to present)
Years of service as Director: 2 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 19/19 times (100%)
Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Naohito Odani has built a global framework for field application engineers (FAEs) who take charge of supporting
customers of the Company’s circuit testing connector (CTC) business and raised trust of the customers significantly. In
addition, he has promoted efforts to raise the level of technological capabilities of the CTC Engineering Department as awhole, improve its productivity in the design and development areas, and reinforce the strengths of the Intellectual
Property Department, leading the dramatic improvement of the technological competitiveness of the Company’s CTC
Business Division, and has thereby contributed significantly to the rapid growth of said business. Since June 2022, hehas been in charge of further strengthening its technological capabilities from a higher point of view, leading discussionsof the Board concerning technological strategies of the Group.
The Board of Directors of the Company would like Mr. Odani to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Joined the Company
General Manager, Accounting Department
Executive Officer, General Manager, Accounting Department(February 1, 1963)
Executive Officer, General Manager, VCCS Business Division
Managing Executive Officer, General Manager, VCCS Business
Newly appointed
Division
February 2020
Managing Executive Officer, General Manager, VCCS overseas
Number of thefactories; Managing Director, DONGGUAN YOKOWO Group
Company’s shares held:
April 2023
Managing Executive Officer, in charge of VCCS Business Division
43,623 sharesand General Manager, VCCS overseas factories; Managing Director,
DONGGUAN YOKOWO Group (to present)
Attendance rate of the Board of Directors Meetings: −Katsuhei
Yanagisawa

4

April 1988
April 2006
June 2012
April 2015
April 2017

Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Katsuhei Yanagisawa worked for 15 years at the Group’s Asian sites: Taiwan, Hong Kong, and China, where he
was involved in the operation of the PCA and FC businesses. From April 2006, as General Manager of the Accounting
Department, he introduced a new accounting system and exercised leadership in significant strengthening of the Group’s
accounting system and realized greater accuracy of statutory financial closing and early disclosure of financial results.
From April 2015, as General Manager of VCCS Division, he led initiatives to reform the Company’s culture andorganizational climate, which were the root cause of a quality defect problem. Since February 2020, as Managing
Executive Officer in charge of overseeing the VCCS Business Division’s overseas factories, he has worked to ensurestable supply during the COVID-19 pandemic and promoted structural reform of the Company’s sites in China. He has
made a significant contribution to the recovery of profitability in the VCCS business.
The Board of Directors of the Company would like Mr. Yanagisawa to take responsibility for managing the operationof the Group’s mainstay business from a higher perspective, and thus proposes that he be elected as Director.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities
September 1979 Joined Japan Management Association

Makoto Tobari(February 25, 1949)

April 1989

Senior Consultant, JMA Consultants, Inc. (to present)

June 2003

Director

April 2004
Reappointed
Candidate for Outside April 2006
April 2007
Director
Number of theCompany’s shares held:
0 sharesDirector, Chief Officer, Administration Management H.Q.
Director, General Manager, Core System Development
Director, General Manager, Corporate Department

June 2007

Executive Director, All Japan Federation of Management Organizations

April 2009

Chief Advisor, JMA Consultants, Inc. (to present)

June 2011

Audit & Supervisory Board Member, JMA Holdings Inc. (resigned fromoffice in June 2018)5

June 2022
Outside Director of the Company (to present)
Years of service as Director: 2 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 19/19 times (100%)
Significant concurrent positions:
Advisor and Senior Consultant, JMA Consultants, Inc.
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Mr. Makoto Tobari has engaged in guidance and advisory services mainly on technological strategy, new business,and management strategy fields for many years as a senior consultant at a leading management consultancy firm. He
also has experience in corporate management as a director of said firm.
The Company would like him to monitor and supervise management of the Company by leveraging his abundant
practical experience and extensive knowledge concerning technological strategies and global trends in technology and toprovide advice and recommendations for improvement, and thus proposes that he be elected as Outside Director.
2. Independence of candidate for Outside Director(1) The Group and JMA Consultants, Inc. for which Mr. Tobari served as a director in the past has had no transaction
history in the last three consolidated fiscal years, and it has passed 15 years since he retired from office as directorof said company in March 2009.
(2) Based on the above, the Company has determined Mr. Tobari to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Tobari is approved as
proposed, the Company will continue to designate him as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Makoto Tobari. The limit ofliability for damages based on this agreement is the amount prescribed by laws and regulations.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 2008

Joined LG Electronics Inc. (retired in May 2011)

April 2014

Research Fellow, Institute of Developing Economies, Japan External
Trade Organization

October 2016

Lecturer, Hitotsubashi University Graduate School of Commerce andManagement
Lecturer, Hitotsubashi University Institute of Innovation Research

Byeongwoo Kang
(October 8, 1982)

October 2017

Adjunct Researcher, Waseda University (to present)

April 2018

Lecturer, Hitotsubashi University Graduate School of Business
Administration

Reappointed
April 2019
Candidate for Outside
Director

Associate Professor, Hitotsubashi University Institute of Innovation
Research (to present)
Associate Professor, Hitotsubashi University Graduate School of Business
Administration (to present)

Number of theCompany’s shares held:
0 shares

Associate Professor, Hitotsubashi University Faculty of Commerce andManagement (to present)
November 2019 Visiting Research Fellow, Research Center for Advanced Science andTechnology, the University of Tokyo
July 2021

Visiting Research Fellow, Eindhoven University of Technology

September 2022 Affiliated Fellow, National Institute of Science and Technology Policy,
Ministry of Education, Culture, Sports, Science and Technology (to6present)
June 2023
Outside Director of the Company (to present)
Years of service as Director: 1 year (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 15/15 times (100%)
Significant concurrent positions:
Associate Professor, Hitotsubashi University Graduate School of Business Administration and Institute of Innovation
Research
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Mr. Byeongwoo Kang worked at one of the world’s leading electronics manufacturers as a researcher. His research
included 3G and 4G mobile communication technology and he was involved in the gaining of many patents.
Subsequently, he changed his focus to research on patent strategy and currently serves as an Associate Professor at a
graduate school of Hitotsubashi University. The Company would like him to monitor and supervise management of theCompany by leveraging his extensive knowledge concerning information communication technology, patent strategy,
etc., and broad experience related to innovation and to provide advice and recommendations for improvement from a
global perspective, and thus proposes that he be elected as Outside Director. Although he has never been directly
involved in corporate management, the Company has judged that he can properly perform his duties as Outside Director
because of the aforementioned reasons.
2. Independence of candidate for Outside Director(1) The Group and Hitotsubashi University where Mr. Kang works have had no transaction history in the last three
consolidated fiscal years.
(2) Based on the above, the Company has determined Mr. Kang to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Kang is approved as
proposed, the Company will designate him as an independent officer as prescribed in the Securities Listing
Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement to be entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Byeongwoo Kang. The limit ofliability for damages based on this agreement is the amount prescribed by laws and regulations.

11

No.

Name
(Date of birth)

Emi Yoneda(January 20, 1984)

Past experience, positions and responsibilities
December 2004

Joined Shin Nihon & Co. (currently Ernst & Young ShinNihon LLC)

August 2013

Resigned from Shin Nihon & Co.

September 2013 Representative of Yoneda Accounting Firm (to present)

March 2018
Newly appointed
Candidate for Outside January 2021
Director
November 2021
Number of theCompany’s shares held:
March 2022
0 shares
June 2022

Director, Japan Professional Football League (J. League)
Assumed general incorporated association as Representative Director ofn=1 (to present)
Outside Director (Audit and Supervisory Committee Member), arara inc.
(currently, Paycloud Holdings Inc.) (to present)
Outside Director, Direct Marketing MiX Inc. (to present)
Outside Audit & Supervisory Board Member of the Company(topresent)

7

Years of service as Director: Attendance rate of the Board of Directors Meetings: 19/19 times (100%) (attendance as Audit & Supervisory Board
Member)Significant concurrent positions:Representative of Yoneda Accounting Firm
Representative Director, n=1
Outside Director (Audit and Supervisory Committee Member), Paycloud Holdings Inc.
Outside Director, Direct Marketing MiX Inc. (to present)
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Ms. Emi Yoneda has engaged in a broad range of services at a leading audit firm, mainly in the fields of accounting
audit, due diligence, and support for operational efficiency improvement for listed companies, and has extensive
knowledge in finance and accounting. She also has experience in promoting and leading initiatives for formulation of
medium-term plans, governance reforms, human resource/organizational development, and SDGs at Japan Professional
Football League (J. League), as its full-time director.
Expecting that she would provide advice for not only monitoring, audit and improvement of the Company’s
management but also promotion of its ESG and SDGs initiatives, leveraging her knowledge as a certified public
accountant, knowledge of human resource/organizational development, and valuable experience in supervising SDGs
initiatives of a large organization, the Company appointed her Outside Audit & Supervisory Board Member in June
2022 and has received vigorous advice and recommendations. The Company would like her to utilize her knowledge
and experience for the enhancement of the Company’s corporate value more than before and proposes that she beelected as Outside Director.
She also has management experience at multiple organizations as an officer. The Company has judged that she canproperly perform her duties as Outside Director for the aforementioned reasons.
2. Independence of candidate for Outside Director(1) There are no business relationships between the Company and Yoneda Accounting Firm or n=1.
(2) Based on the above, the Company has determined Ms. Yoneda to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Ms. Yoneda is approved as
proposed, the Company will continue to designate her as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement to be entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Emi Yoneda. The limit of liability
for damages based on this agreement is the amount prescribed by laws and regulations.

12

Proposal No. 3:

Election of One Audit & Supervisory Board Member

Audit & Supervisory Board Member Ms. Emi Yoneda will resign from office at the conclusion of this year’s
Ordinary General Meeting of Shareholders. Accordingly, the election of one Audit & Supervisory Board
Member is proposed.
If elected, the term of office of the Audit & Supervisory Board Member will be until the conclusion of the88th Ordinary General Meeting of Shareholders scheduled to be held in June 2026, succeeding to the term ofoffice of Ms. Emi Yoneda.
This Proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.

Name(Date of birth)

Sayaka Yamaguchi(August 12, 1980)

Past experience, positions and responsibilities
April 2003

Joined ChuoAoyama Audit Corp.

September 2006 Pricewaterhouse Coopers Arata LLC (currently PricewaterhouseCoopers
Japan LLC)

Newly appointed
June 2013
Candidate for Outside
August 2013
Audit & Supervisory
Board Member

Resigned from Pricewaterhouse Coopers Arata LLC
Representative of Certified Public Accountant/Tax Accountant Sayaka
Yamaguchi Office (currently Certified Public Accountant Sayaka
Yamaguchi Office) (to present)

Number of theCompany’s shares held:
0 shares

September 2015 Established TAX Partners Corporation, Partner (to present)
Outside Corporate Auditor, Taisei Lamick Co., Ltd. (to present)
June 2018

September 2021 Outside Director, URBANET CORPORATION Co., LTD. (to present)
Attendance rate of the Board of Directors Meetings: －Attendance rate of the Audit & Supervisory Board Meetings:−
Significant concurrent positions:Representative of Certified Public Accountant Sayaka Yamaguchi OfficePartner, TAX Partners Corporation
Outside Corporate Auditor, Taisei Lamick Co., Ltd.
Outside Director, URBANET CORPORATION Co., LTD.
1. Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Ms. Sayaka Yamaguchi has experience in auditing and internal control services at major audit firms for Japaneselisted companies and foreign-affiliated companies in a wide range of industries and at varied scales. Even after leaving
the audit firm and becoming independent, she has been engaged in financial and tax due diligence and accounting
auditing, centering on accounting and tax advisory to dozens of companies, and has a high level of knowledge in financeand accounting.
Since Ms. Emi Yoneda is scheduled to resign from the office of Outside Audit & Supervisory Board Member andassume the office of Outside Director at this Ordinary General Meeting of Shareholders, the Company expects Ms.
Yamaguchi to utilize her extensive experience and a high level of knowledge in corporate accounting, finance, andauditing services as a certified public accountant and tax accountant to further improve the management audit functionof the Audit & Supervisory Board, and thus proposes that she be elected as Outside Audit & Supervisory Board
Member.
As she has experience in being involved in management of many companies through audit services, etc. as mentioned
above, the Company has judged that she can properly perform her duties as Outside Audit & Supervisory Board
Member.
2. Independence of candidate for Outside Audit & Supervisory Board Member(1) There are no business relationships between the Company and Certified Public Accountant Sayaka Yamaguchi
Office or TAX Partners Corporation.
(2) Based on the above, the Company has determined Ms. Yamaguchi to be highly independent from the Company
and persons who execute the business of the Company. In the event that the election of Ms. Yamaguchi isapproved as proposed, the Company will designate her as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement to be entered into with the Company
If this Proposal is approved, the Company plans, pursuant to Article 30 of the Company’s Articles of Incorporation, toenter into a limited liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Sayaka
Yamaguchi. The limit of liability for damages based on this agreement is the amount prescribed by laws and regulations.

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