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 9010)
Date of commencement of electronic provision measures: May 23, 2023
Date of mailing: May 30, 2023

To Shareholders with Voting Rights:
Koichiro Horiuchi
President and Representative Director
FUJI KYUKO CO., LTD.

2-1, Shin-nishihara 5-chome, Fujiyoshida-shi,
Yamanashi

NOTICE OF
THE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We cordially announce that the 122nd Annual General Meeting of Shareholders of FUJI KYUKO CO., LTD.
(the “Company”) will be held for the purposes 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 posted a document titled “NOTICEOF THE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERS” on the Company website. Please
access the following website to review matters subject to the electronic provision measures.
URL of the Website
Company website: http://www.fujikyu.co.jp/soumu/investors/meeting.html
In addition to the website shown above, the Company also has posted this information on the Tokyo Stock
Exchange (TSE) website. To view the information, please access the TSE website (Listed Company Search),enter the issue name (company name) or stock exchange code, and click on “Search,” and then “Basic
information” and select “Documents for public inspection/PR information.”
URL of the Website
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn lieu of attending the meeting in person, you may exercise your voting rights by the Internet or in writing.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights after reading “Guidance for the Exercise of Voting Rights” on page 4. Your vote must be received
by 6 p.m. on Tuesday, June 20, 2023, Japan time.

-1-1. Date and Time:
2. Place:

Wednesday, June 21, 2023, at 10 a.m. Japan time
(The reception desk opens at 9:00 a.m.)Highland Resort Hotel & Spa “Grand Banquet Fuji”
6-1, Shin-nishihara 5-chome, Fujiyoshida-shi, Yamanashi(By train, get off at Fuji-Q Highland Station on the Fujikyuko Line)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
122nd Fiscal Year (April 1, 2022‒March 31, 2023) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal Year
(April 1, 2022‒March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Twelve (12) Directors
Proposal 3:
Election of One (1) Corporate Auditor
Proposal 4:
Election of One (1) Substitute Corporate Auditor
4. Matters concerning the exercise of voting rights:(1) If you have exercised your voting rights both via the Internet and by sending the Voting Rights
Exercise Form, the vote cast through the Internet shall be deemed valid.
(2) If you have exercised your voting rights via the Internet more than once, the latest vote shall bedeemed valid.
(3) If you do not indicate your approval or disapproval of each agenda item on the returned Voting Rights
Exercise Form, you will be deemed to have indicated your approval.
(4) The documents sent to shareholders (the “Documents Sent”) also serve as the documents describing
matters subject to electronic provision measures based on a request for delivery of documents byshareholders. The following matters are not provided in this Documents Sent in accordance with theprovisions of laws and regulations and Article 18 of the Articles of Incorporation of the Company.
Accordingly, the Document Sent constitute part of the documents audited by the Corporate Auditors
and the Accounting Auditor in preparation of audit reports.
(i) Following items in the “Matters regarding current status of the corporate group” in the Business
Report Changes in the status of assets and income
 Principal business and business sites
 Status of employees Principal lenders Other important matters regarding the current status of the corporate group(ii) “Matters regarding shares of the Company” in the Business Report(iii) “Matters regarding share acquisition rights of the Company” in the Business Report(iv) Following items of the “Matters regarding directors and other officers of the Company” in theBusiness Report Outline of liability limitation agreements
 Outline of directors and officers liability insurance agreements
 Matters regarding outside directors and other officers(v) “Status of the Accounting Auditor” in the Business Report(vi) “System to ensure business appropriateness” in the Business Report(vii) “Outline of the status of operation of the system to ensure the business appropriateness” in theBusiness Report(viii) Following items in the Consolidated Financial Statements
 Consolidated statement of changes in equity
 Notes to the consolidated financial statements(ix) Following items in the Non-consolidated Financial Statements
 Non-consolidated balance sheet
 Non-consolidated statement of income
 Statement of changes in equity
 Notes to the non-consolidated financial statements(x) Accounting Auditor’s Audit Report(xi) The Audit and Supervisory Committee’s Report-2-

Guidance for the Exercise of Voting Rights
1. Attending the Meeting
Please bring the enclosed Voting Rights Exercise Form with you and submit it at the reception desk.
Date and time of the Meeting: Wednesday, June 21, 2023, at 10 a.m. Japan time
2. Exercising voting rights by mailPlease indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form and returnit to us.
Exercise deadline: to be received by the Company by Tuesday, June 20, 2023, at 6 p.m. Japan time
Please cut this section out and return it to us.
3. Exercising voting rights via the Internet(1) Scanning QR Code (via a smartphone)
Exercise deadline: Tuesday, June 20, 2023, at 6 p.m. Japan time
Scanning QR Code (via a smartphone): When using a smartphone, you can log into the voting website byscanning the QR Code printed on the enclosed Voting Rights Exercise Form (right side), without entering alogin ID and temporary password.
(2) Entering a login ID and temporary password (via a smartphone or PC, etc.)
Exercise deadline: Tuesday, June 20, 2023, at 6 p.m. Japan time
Entering a login ID and temporary password: The voting website on the Internet: https:// evote.tr.mufg.jp/
Notes on use of the voting website
Please be aware that you shall incur the fees and charges for accessing the voting site
(Internet access fees, phone charges and others).
For any inquiries about the use of the voting website, contact:
Toll-free number: 0120-173-027 (9 a.m.‒9 p.m.)
Stock Transfer Agency Department (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
To Institutional Investors:
The Company subscribes to the “ICJ Platform,” an electronic voting platform operated by ICJ, Inc.
End

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to pay a year-end dividend of ¥15 per share for the fiscal year ended March 31,
2023, while conforming to the basic policy of maintaining stable dividends and comprehensively taking
into account the business results and financial position for the fiscal year under review and other factors.
1)

Type of property for dividends
Cash

2)

Allotment of property for dividends and total amount thereof¥15 per share of the Company’s common stock
Total amount: ¥800,754,480

3)Effective date of distribution of surplus
June 22, 2023

-4-

Proposal 2:

Election of Twelve (12) Directors

The terms of office of all twelve (12) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of twelve (12) Directors is proposed.
The candidates are as follows:[Reference] List of Candidates
No.

Current positions at
the Company

Name

1

Reappointed

Koichiro Horiuchi

2
3
4
5
6
7
8
9
10
11
12

Reappointed

Hiroki Noda
Yoshiki Sato
Tsutomu Nagaoka
Keiko Ohara
Hiroshi Shimizu
Yoshiteru Yoneyama
Noriko Iki
Kaoru Suzuki
Yoshiyuki Yamada
Katsuhiro Amano
Masao Amemiya

Reappointed
Reappointed
Reappointed
Reappointed
Reappointed
Newly appointed
Reappointed
Reappointed
Reappointed
Reappointed

OutsideIndependent

OutsideIndependent

OutsideIndependent

OutsideIndependent

OutsideIndependent

President andRepresentative
Director
Managing Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director

OutsideIndependent—
Director
Director
Director
Director

Attendance at theBoard of Directors’
meetings

9/9
9/9
9/9
8/9
9/9
9/9
5/7
—
9/9
9/9
7/7
7/7

(Note) Attendances at the Board of Directors’ meetings for Messrs. Yoshiteru Yoneyama, Katsuhiro Amano, and Masao
Amemiya are only for the Board of Directors’ meetings held after their assumption of office on June 22, 2022.
Reappointed
Newly appointed
OutsideIndependent

Candidate to be reappointed
Candidate to be newly appointed
Candidate for Outside Director
Candidate for Independent Director

-5-

No.

1

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1983
Joined the Long-Term Credit Bank Ltd. (currently SBI Shinsei
Bank Limited)
March 1988
Joined the Company
March 1988
General Manager, Corporate Planning Div. of the Company
Koichiro Horiuchi
June 1988
Managing Director of the Company(September 17, 1960) February 1989
Senior Managing Director of the Company
Representative Director; Senior Managing Director of theJune 1989
Company
To be reappointed
September 1989 President and Representative Director of the Company(to present)
Number of the[Significant concurrent positions]Company’s shares Representative Director, FJ Co., Ltd.
held: 463,646
 Representative Director, Highland Resort Hotel & Spa Co., Ltd.
 Representative Director, Minobusan Ropeway Co., Ltd.
Attendance at theBoard of Directors’  Chairman and Representative Director, Television Yamanashi Co., Ltd.
 President, Public Interest Incorporated Foundation Horiuchi Koankai
meetings: 9/9
 Outside Auditor, The Yamanashi Chuo Bank, Ltd.
 Chairman and Representative Director, FUJI mineral water Co., Ltd.
 Chairman and Representative Director, Pica Corporation
Reasons for selecting the candidate for Director
As President of the Company, Koichiro Horiuchi has long engaged in the overall management of theCompany, thereby acquiring significant experience. In addition, he has a broad network of personal
contacts and deep insight through his experience of taking important posts, including Chairman of the
Nihon Bus Association. For these reasons, he is judged as qualified to be nominated again for
Director.

-6-

No.

Name
(Date of birth)
April 1990
July 2010
July 2013
Hiroki Noda
(March 28, 1967)
To be reappointed
Number of theCompany’s shares
held: 200

2

Attendance at theBoard of Directors’
meetings: 9/9

October 2013
April 2015
April 2018
April 2020
June 2020
June 2020
June 2020
April 2022
June 2022
June 2022
June 2022

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Industrial Bank of Japan (currently Mizuho Financial
Group, Inc.)
Senior Credit Officer, Corporate Credit Department, Mizuho
Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.)
Credit Assessor, Corporate Credit Department No.1, Mizuho
Bank, Ltd.
Deputy General Manager, Large Enterprise Operation
Department, Mizuho Bank, Ltd.
General Manager, Corporate Banking Department No.1, Mizuho
Bank, Ltd.
General Manager, Fukuoka Corporate Banking Department,
Mizuho Bank, Ltd.
Joined the Company
Director of the Company
Executive Officer of the Company
General Manager, President Office and in charge of Marketing
Div. of the Company
Manager, Operations Div. of the Company and in charge ofMarketing Div. of the Company
Managing Director of the Company (to present)
Managing Executive Officer of the Company (to present)
In charge of Operations Div. and Marketing Div. of theCompany (to present)

Reasons for selecting the candidate for Director
Hiroki Noda currently is in charge of Operations Div. and Marketing Div. of the Company and has
accumulated considerable experience through years of work at financial institutions before joining theCompany. As a Director, he has taken an active role in the discussions at meetings of the Board of
Directors. These achievements make him judged as qualified to be nominated again for Director.

-7-

No.

Name
(Date of birth)

Yoshiki Sato
(December 5, 1949)
To be reappointed
OutsideIndependent
Number of theCompany’s shares
held: 0Attendance at theBoard of Directors’
meetings: 9/9

3

Past experience, positions, responsibilities
and significant concurrent positions
April 2003
Executive Officer, Asahi Mutual Life Insurance Company
April 2004
Managing Executive Officer, Asahi Mutual Life Insurance
Company
July 2004
Director and Managing Executive Officer, Asahi Mutual Life
Insurance Company
July 2008
Representative Director and President, Asahi Mutual Life
Insurance Company
June 2015
Director of the Company (to present)
April 2017
Representative Director and Chairman, Asahi Mutual Life
Insurance Company
April 2019
Director and Chairman, Asahi Mutual Life Insurance Company
July 2021
Special Advisor, Asahi Mutual Life Insurance Company(to present)[Significant concurrent positions] Special Advisor, Asahi Mutual Life Insurance Company
 External Director (Audit and Supervisory Committee Member), ADEKACORPORATION (to be resigned in June 2023)
 Outside Auditor, Nippon Light Metal Holdings Company, Ltd.

Reasons for selecting the candidate for Outside Director and expected roles
Yoshiki Sato currently serves as Special Advisor of Asahi Mutual Life Insurance Company,
with considerable experience in corporate management. We believe that he will utilize hishighly professional experience in business management to provide appropriate advice on theoverall matters of corporate management from an objective standpoint independent from theCompany’s officers responsible for business execution, thereby further reinforcing theCompany’s management structure. For these reasons, he is judged as qualified to be nominatedfor Outside Director.
Special notes regarding the candidate for Outside Director
Yoshiki Sato satisfies the criteria for independent directors as set forth by the regulations of theTokyo Stock Exchange, and the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company intends to register him again
as an independent director.

-8-

No.

4

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2007
Executive Officer, TOKYO DOME CORPORATION
Tsutomu Nagaoka
April 2009Managing Executive Officer, TOKYO DOME CORPORATION(November 23, 1955)
April 2012Managing Director and Executive Officer, TOKYO DOMECORPORATION
To be reappointed
April 2014
Senior Managing Director and Executive Officer, TOKYO
OutsideDOME CORPORATION
Independent
April 2016
Representative Director, President and COO, TOKYO DOMECORPORATION
Number of theJune 2019
Director of the Company (to present)
Company’s shares
April 2022
Representative Director President and COO, TOKYO DOME
held: 0CORPORATION (to present)[Significant concurrent positions]
Attendance at the Representative Director, President and COO, TOKYO DOME CORPORATION
Board of Directors’
meetings: 8/9
Reasons for selecting the candidate for Outside Director and expected roles
Tsutomu Nagaoka currently serves as Representative Director, President and COO of TOKYODOME CORPORATION, with considerable experience in tourism. We believe that he will utilize hishighly professional experience in business management to provide appropriate advice on theoverall matters of corporate management from an objective standpoint independent from theCompany’s officers responsible for business execution, thereby further reinforcing theCompany’s management structure. For these reasons, he is judged as qualified to be nominatedfor Outside Director.
Special notes regarding the candidate for Outside Director
Tsutomu Nagaoka satisfies the criteria for independent directors as set forth by the regulations of theTokyo Stock Exchange, and the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company intends to register him again
as an independent director

-9-

No.

Name
(Date of birth)
Keiko Ohara(October 18, 1959)
To be reappointed
OutsideIndependent
Number of theCompany’s shares
held: 05

Attendance at theBoard of Directors’
meetings: 9/9

Past experience, positions, responsibilities
and significant concurrent positions
April 1988
Registered as a lawyer (Dai-Ichi Tokyo Bar Association)
April 1988
Joined Komatsu Sogo Law Firm (currently Komatsu & Koma
Law Firm)
September 1992 Joined New York Office of Weil, Gotshal & Manges LLP.
August 1993
Registered as a lawyer (State of New York)
October 1993
Returned to Komatsu & Koma Law Firm
February 2000
Founding Partner, Kamiyacho International Law Office(to present)
March 2017
Auditor, Save the Children Japan (to present)
June 2019
Director of the Company (to present)[Significant concurrent positions] Partner, Kamiyacho International Law Office Director, Member of the board (Independent), Financial Products Group Co., Ltd.
 External Audit & Supervisory Board Member, TAISEI CORPORATION

Reasons for selecting the candidate for Outside Director and expected roles
Keiko Ohara has highly professional knowledge and abundant international experience as alawyer. We believe that she will utilize her knowledge and experience to provide appropriate
advice on the overall matters of corporate management from an objective standpoint
independent from the Company’s officers responsible for business execution, thereby further
reinforcing the Company’s management structure. For these reasons, she is judged as qualified
to be nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Keiko Ohara satisfies the criteria for independent directors as set forth by the regulations of the Tokyo
Stock Exchange, and the Company has registered her with the Exchange as an independent director.
If her election is approved as originally proposed, the Company intends to register her again as anindependent director.

- 10 -

No.

Name(Date of birth)
Hiroshi Shimizu(January 30, 1961)
To be reappointed
OutsideIndependent
Number of theCompany’s shares
held: 0Attendance at theBoard of Directors’
meetings: 9/9

6

Past experience, positions, responsibilities
and significant concurrent positions
March 2009
Executive Officer, Nippon Life Insurance Company
March 2012Managing Executive Officer, Nippon Life Insurance Company
July 2013
Director and Managing Executive Officer, Nippon Life
Insurance Company
July 2014
Managing Executive Officer, Nippon Life Insurance Company
March 2016
Senior Managing Executive Officer, Nippon Life Insurance
Company
July 2016
Director and Senior Managing Executive Officer, Nippon Life
Insurance Company
April 2018
President, Nippon Life Insurance Company
June 2021
Director of the Company (to present)
July 2022
President and Chief Executive Officer, Nippon Life Insurance
Company (to present)[Significant concurrent positions] President and Chief Executive Officer, Nippon Life Insurance Company
 Outside Director, Tokyu Corporation

Reasons for selecting the candidate for Outside Director and expected roles
Hiroshi Shimizu has considerable experience in corporate management as is seen by the fact that heis currently assigned as President and Chief Executive Officer of Nippon Life Insurance Company.
We believe that he will utilize his highly professional experience in corporate management to provide
appropriate advice on the overall matters of corporate management from an objective standpoint
independent from the Company’s officers responsible for business execution, thereby further
reinforcing the Company’s management structure. For these reasons, he is judged as qualified to be
nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Since Hiroshi Shimizu satisfies the criteria for independent directors as set forth by the regulations of
the Tokyo Stock Exchange, the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company intends to register him again
as an independent director.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 2002
Director, Fukoku Mutual Life Insurance Company
Yoshiteru Yoneyama July 2005
Managing Director, Fukoku Mutual Life Insurance Company(June 23, 1950)
April 2009
Director and Managing Executive Officer, Fukoku Mutual Life
Insurance Company
To be reappointed
July 2010
President and Chief Executive Officer, Fukoku Mutual Life
OutsideInsurance Company (to present)
Independent
June 2022
Director of the Company (to present)[Significant concurrent positions]
Number of the President and Chief Executive Officer, Fukoku Mutual Life Insurance Company
Company’s shares Outside Director, Imperial Hotel, Ltd.
held: 0Attendance at theBoard of Directors’
meetings: 5/7

7
Reasons for selecting the candidate for Outside Director and expected roles
Yoshiteru Yoneyama has considerable experience in corporate management as is seen by thefact that he is currently assigned as President and Chief Executive Officer of Fukoku Mutual Life
Insurance Company. We believe that he will utilize his highly professional experience incorporate management to provide appropriate advice on the overall matters of corporate
management from an objective standpoint independent from the Company’s officers responsible
for business execution, thereby further reinforcing the Company’s management structure. For
these reasons, he is judged as qualified to be nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Yoshiteru Yoneyama satisfies the criteria for independent directors as set forth by the regulations of
the Tokyo Stock Exchange, and the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company intends to register him again
as an independent director.

- 12 -

No.

Name(Date of birth)

Noriko Iki(March 21, 1956)
Newly appointed
OutsideIndependent
Number of theCompany’s shares
held: 0

8

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
Joined the Ministry of Labour (currently Ministry of Health,Labour and Welfare)
July 2009
Director-General, Equal Employment, Children and Families
Bureau, Ministry of Health, Labour and Welfare
July 2010
Research Director, Japan Institute for Labour Policy and Training
April 2011
Senior Research Director, Japan Institute for Labour Policy andTraining
September 2012 Director-General, Tokyo Labour Bureau, Ministry of Health,Labour and Welfare
April 2014
Ambassador Extraordinary and Plenipotentiary to Brunei
Darussalam, Ministry of Foreign Affairs (retired from Ministryof Foreign Affairs in July 2017)
March 2018
Director, Japan Institute for Women's Empowerment & Diversity
Management
June 2018
President, Japan Institute for Women's Empowerment &Diversity Management (to present)[Significant concurrent positions] President, Japan Institute for Women's Empowerment & Diversity Management Outside Director, NEC Corporation (to be retired in June 2023)
 Outside Director, Daiwa Securities Group Inc. (to be appointed in June 2023)

Reasons for selecting the candidate for Outside Director and expected roles
Noriko Iki has considerable experience by having served as Director-General, Equal Employment,Children and Families Bureau and Director-General, Tokyo Labour Bureau, Ministry of Health,Labour and Welfare, and Ambassador Extraordinary and Plenipotentiary to Brunei Darussalam,
Ministry of Foreign Affairs, as well as represents and operates Japan Institute for Women's
Empowerment & Diversity Management as President after retirement from Ministry of Foreign
Affairs. We believe that she will utilize her professional experience in various fields to provide
appropriate advice on the overall matters of corporate management from an objective standpoint
independent from the Company’s officers responsible for business execution, thereby further
reinforcing the Company’s management structure. For these reasons, she is judged as qualified to be
nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Noriko Iki satisfies the criteria for independent directors as set forth by the regulations of the Tokyo
Stock Exchange. If her election is approved as originally proposed, the Company intends to register
her with the Exchange as an independent director.

- 13 -

No.

Name(Date of birth)
Kaoru Suzuki(September 13, 1958)
To be reappointed
Number of theCompany’s shares
held: 5,400

9Attendance at theBoard of Directors’
meetings: 9/9

February 1984
January 1999
August 2008
February 2010
June 2012
June 2014
June 2014
December 2014
June 2015
June 2020

Past experience, positions, responsibilities
and significant concurrent positions
Joined Fujikyu Corporation (currently FJ Co., Ltd.)
Joined the Company
Manager, General Affairs Div., and Manager, Planning Div. of
the Company
Chief of the Sales Promotion Section and Manager, Planning
Div. of the Company
Executive Officer of the Company (to present)
Director of the Company (to present)
Chief of the Sales Promotion Section and General Manager,
Planning Div. of the Company
General Manager, Publicity Div., and General Manager,
Planning Div. of the Company
General Manager, Publicity Div., and in charge of Planning Div.
of the Company
General Manager, Publicity Div. of the Company (to present)

Reasons for selecting the candidate for Director
Kaoru Suzuki has accumulated considerable experience by having long engaged in the planning andpublicity divisions of the Company and by serving as General Manager of Publicity Div. As a
Director, he has taken an active role in the discussions at meetings of the Board of Directors. These
achievements make him judged as qualified to be nominated again for Director.

- 14 -

No.

Name(Date of birth)
Yoshiyuki Yamada(October 21, 1962)
To be reappointed
Number of theCompany’s shares
held: 3,300

10

Past experience, positions, responsibilities
and significant concurrent positions
April 1989
Joined Fujikyu Corporation (currently FJ Co., Ltd.)
February 2000
Joined the Company
August 2011
Manager, Planning Div. and Manager, Sales Promotion Sectionof the Company
November 2013 Manager, Group Business Div. of the Company
December 2014 Manager, Planning Div. of the Company
June 2015
Executive Officer of the Company (to present)
June 2015
General Manager, Planning Div. of the Company (to present)
June 2020
Director of the Company (to present)

Attendance at theBoard of Directors’
meetings: 9/9
Reasons for selecting the candidate for Director
Yoshiyuki Yamada has accumulated considerable experience by having long engaged in the planning
division, as well as serving as General Manager of Planning Div., and taken an active role as a Directorof the Company in the discussions at meetings of the Board of Directors. These achievements makehim judged as qualified to be nominated again for Director.

- 15 -

No.

Name(Date of birth)
Katsuhiro Amano(November 13, 1962)
To be reappointed
Number of theCompany’s shares
held: 4,000

11

Attendance at theBoard of Directors’
meetings: 7/7

Past experience, positions, responsibilities
and significant concurrent positions
March 1985
Joined the Company
September 2013 General Manager status of the Company
June 2016
President and Representative Director, Highland Resort Hotel &Spa Co., Ltd.
May 2017
President and Representative Director, Hotel Fujikyu Co., Ltd.
June 2017
Executive Officer of the Company (to present)
June 2017Manager, Group Business Div. of the Company
Manager, Operations Div. of the Company
April 2018
June 2020
President and Representative Director, Pica Corporation
June 2022
Director of the Company (to present)
June 2022
General Manager, Operations Div. of the Company (to present)

Reasons for selecting the candidate for Director
Katsuhiro Amano has accumulated considerable experience by having long engaged in the
management of the group companies, as well as currently serving as General Manager, Operations
Div., and taken an active role as a Director of the Company in the discussions at meetings of the Boardof Directors. These achievements make him judged as qualified to be nominated again for Director.

- 16 -

No.

Name(Date of birth)

Masao Amemiya(April 28, 1963)
To be reappointed
Number of theCompany’s shares
held: 3,000
12Attendance at theBoard of Directors’
meetings: 7/7

March 1987
June 2014
June 2016
February 2017
May 2017
May 2017
June 2019
June 2019
June 2022
June 2022

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Company
General Manager, Human Resources Div. of the Company
Manager, Transportation Business Div. of the Company
Manager, Group Business Div. of the Company
President and Representative Director, Gakunan Railway Co.,Ltd.
President and Representative Director, Gakunan Electric Train
Co., Ltd.
Executive Officer of the Company (to present)
Manager, Operations Div. of the Company
Director of the Company (to present)
General Manager, Audit Section and General Manager, General
Affairs Div., and in charge of President Office, Human
Resources Div., and Management & Administration Div. of theCompany (to present)

Reasons for selecting the candidate for Director
Masao Amemiya has accumulated considerable experience by having long engaged in thetransportation division and general affairs/human resources division of the Company, as well as
currently serving as General Manager, Audit Section and General Manager, General Affairs Div., etc.,
and taken an active role as a Director of the Company in the discussions at meetings of the Board of
Directors. These achievements make him judged as qualified to be nominated again for Director.
Notes:
1.

2.
3.
4.
5.

6.

The Company has business relationships with FJ Co., Ltd., and Public Interest Incorporated Foundation Horiuchi
Koankai relating to real estate rental and the outsourcing of business.
FJ Co., Ltd. engages in the golf course and real estate businesses, which fall under the same categories of businesses
operated by the Company.
Minobusan Ropeway Co., Ltd. operates the cableway business, which falls under the same category of a business
operated by the Company.
The Company has a business relationship with FUJI mineral water Co., Ltd., relating to the purchase of articles, realestate rental and lending of funds.
The Company has a business relationship with Nippon Life Insurance Company and Fukoku Mutual Life Insurance
Company relating to the borrowing of funds.
Messrs. Yoshiki Sato, Tsutomu Nagaoka, Hiroshi Shimizu, and Yoshiteru Yoneyama, and Mesdames. Keiko Ohara andNoriko Iki are candidates for Outside Director as stipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for
Enforcement of the Companies Act.
Mr. Yoshiki Sato has been serving as an Outside Auditor of Nippon Light Metal Holdings Company, Ltd. since June
2020. During his term of office, on March 29, 2023, the company announced that a total of 214 instances of improper
acts related to manufacturing methods, testing and inspection methods, handling of testing and inspection results, andreporting and disclosure had been conducted at 36 business sites of 18 companies in its group. Although he was notaware of this matter until it was discovered, he had regularly spoken at meetings of the company's Board of Directors
and other meetings from the perspective of emphasizing corporate compliance and reinforcing the group's governancesystem. Since the said matter was identified, he has been fulfilling his responsibility by expressing his views on theinvestigation of the facts and causes from an objective and independent standpoint of the company and by actively andconstructively proposing measures to prevent recurrence, including the promotion of management reforms and thestrengthening of internal control functions.
Ms. Keiko Ohara has been serving as an External Audit & Supervisory Board Member, TAISEI CORPORATION sinceJune 2020. During her term of office, on March 16, 2023, the company announced its failure to satisfy steel erection
accuracy requirements in the ongoing construction work for the (Tentative Name) Sapporo Kita 1 Nishi 5 Project
undertaken by its Sapporo Branch. Although she was not aware of this matter until it was discovered, she had regularly
alerted the company from the perspective of compliance and corporate governance. Since the said matter was identified,she has been taking necessary actions and fulfilling her responsibility as an External Audit & Supervisory Board Member
by providing recommendations for preventing recurrence and offering opinions on the necessity to strengthen internal
controls, etc.
Number of years in office of candidates as Outside Directors:- 17 -

7.

8.

As of June 2023, Messrs. Yoshiki Sato, Tsutomu Nagaoka, Hiroshi Shimizu and Yoshiteru Yoneyama, and Ms. Keiko
Ohara will have been in the position for eight years, four years, two years, one year and four years, respectively.
Pursuant to Article 427, Paragraph 1, of the Companies Act, Messrs. Yoshiki Sato, Tsutomu Nagaoka, Hiroshi Shimizu
and Yoshiteru Yoneyama, and Ms. Keiko Ohara, and the Company have an agreement to limit the liability for damagesprescribed in Article 423, Paragraph 1, of said Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by law. If the reelection of Messrs. Sato, Nagaoka, Shimizu, and Yoneyama, and Ms. Ohara isapproved, the Company will continue said agreement with them. Also, if the election of Ms. Noriko Iki is approved, theCompany will conclude an agreement with her to limit the liability for damages where the maximum amount of liability
is the amount stipulated by law.
The Company has a directors and officers liability insurance agreement that insures all Directors. The said agreement
covers damages that may arise from the insured Directors assuming liability in connection with the execution of theirduties or receiving claims pertaining to the pursuit of such liability. If the election of each candidate is approved, they
will be insured under said agreement. The Company intends to renew said agreement in June 2023.

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[Reference] Skills Matrix of Directors

If the candidates are elected as originally proposed, the following table would be the skills matrix of the directors.
Name
Koichiro
Horiuchi
Hiroki
Noda
YoshikiSato
Tsutomu
Nagaoka
Keiko
Ohara
Hiroshi
Shimizu
Yoshiteru
Yoneyama
NorikoIki
Kaoru
Suzuki
Yoshiyuki
YamadaKatsuhiro
Amano
Masao
Amemiya

OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

Corporate
Finance &Management Accounting

Legal &
Human
Sustainability
Risk
Resources &Marketing(ESG)
Management
Labor

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Transportation
Business

LeisureServices
Business●●●

Real Estate& OtherBusinesses

●
●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

●

●

* The main skills etc., possessed by each person are indicated with “●” mark. This Skills Matrix does not represent all of theskills, etc., possessed by each person.

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Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Toshihisa Ashizawa will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of one (1) new Corporate Auditor is proposed.
The Board of Corporate Auditors has given its approval to this proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Past experience, positions, and significant concurrent positions
July 2005
June 2007
June 2009
June 2011
June 2015

1

Executive Officer, The Yamanashi Chuo Bank, Ltd.
Director, The Yamanashi Chuo Bank, Ltd.
Mitsuyoshi Seki
Managing Director, The Yamanashi Chuo Bank, Ltd.
(September 19, 1953)
Senior Managing Director, The Yamanashi Chuo Bank, Ltd.
Senior Managing Director and Representative Director, The
To be newly appointed
Yamanashi Chuo Bank, Ltd.
OutsideJune 2017
President and Representative Director, The Yamanashi Chuo
Bank, Ltd. (to present)
Independent[Significant concurrent positions] President and Representative Director, The Yamanashi Chuo Bank, Ltd. (to be
Number of theCompany’s shares
resigned in June 2023)
held: 0
 Chairman and Representative Director, The Yamanashi Chuo Bank, Ltd. (to beappointed in June 2023)
Reasons for selecting the candidate for Outside Corporate Auditor
Mitsuyoshi Seki has considerable experience in corporate management as is seen by the fact that
he currently serves as President and Representative Director of the The Yamanashi Chuo Bank,
Ltd. We believe that he will provide guidance and audit from an objective and neutral standpointby utilizing his highly professional experience in corporate management, and therefore he isjudged as qualified to be newly nominated for Outside Corporate Auditor.
Special notes regarding the candidate for Outside Corporate Auditor
Mitsuyoshi Seki satisfies the criteria for independent directors as set forth by the regulations of theTokyo Stock Exchange. If his election is approved as originally proposed, the Company intends toregister him as an independent director.

Notes:
1.
2.
3.

4.

The Company has a business relationship with The Yamanashi Chuo Bank, Ltd., relating to the borrowing of funds.
Mr. Mitsuyoshi Seki is a candidate for Outside Corporate Auditor as stipulated in Article 2, Paragraph 3, Item 8, of theOrdinance for Enforcement of the Companies Act.
If the election of Mr. Mitsuyoshi Seki is approved, pursuant to Article 427, Article 1, of the Companies Act, the Company
will conclude an agreement with him to limit the liability for damages prescribed in Article 423, Paragraph 1, of the said
Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by law.
The Company has a directors and officers liability insurance agreement that insures all Corporate Auditors. The said
agreement covers damage that may arise as a result of the insured Corporate Auditors’ assuming liability in connection
with the execution of their duties or receiving claims pertaining to the pursuit of such liability. If the election of Mr.
Mitsuyoshi Seki is approved, he will be insured under the said agreement. The Company intends to renew the said
agreement in June 2023.

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Proposal 4:

Election of One (1) Substitute Corporate Auditor

At the opening of this General Meeting of Shareholders, the effect of the election expires for SubstituteCorporate Auditor Mr. Kikuji Sakurai. Accordingly, the election of one (1) Substitute Corporate Auditor is
proposed to prepare for cases where the number of Corporate Auditors falls below the number stipulated bylaws and regulations.
The Board of Corporate Auditors has given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1995
Registered as a lawyer (Dai-Ichi Tokyo Bar Association)
April 2004
Civil Conciliation Commissioner, Tokyo Summary Court (topresent)
November 2013 Special Committee Member, Dispute Reconciliation Committee
for Nuclear Damage Compensation, Ministry of Education,
Culture, Sports, Science and Technology (to present)
April 2014
Vice-President, Dai-Ichi Tokyo Bar Association
May 2020
Established Ginza Imperial Law Office (Partner) (to present)
March 2021
Delegate, Japan Federation of Bar Associations (resigned at theend of February 2022)
Kikuji Sakurai
March 2023
Delegate, Japan Federation of Bar Associations (to present)(September 18, 1956)[Significant concurrent positions] Partner, Ginza Imperial Law OfficeOutsideIndependent
Number of theCompany’s shares
held: 0Reasons for selecting the candidate for Substitute Corporate Auditor
Kikuji Sakurai has specialized, highly professional knowledge andabundant experience as a lawyer. We believe that he will provide guidance
and audit from an objective and neutral standpoint by utilizing his knowledge
and experience, and therefore he is judged as qualified to be newly nominatedfor Substitute Outside Corporate Auditor.
Special notes regarding the candidate for Substitute Corporate Auditor
Kikuji Sakurai satisfies the criteria for independent auditors as set forth by theregulations of the Tokyo Stock Exchange, and the Company intends to register
him with the Exchange as an independent auditor if he assumes office ofCorporate Auditor.

Notes:
1.
2.

3.

Mr. Kikuji Sakurai is a candidate for Substitute Outside Corporate Auditor.
If Mr. Kikuji Sakurai assumes the office of Corporate Auditor, pursuant to Article 427, Paragraph 1, of the Companies
Act, the Company will have an agreement with him to limit the liability for damages prescribed in Article 423, Paragraph
1, of said Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by law.
The Company has a directors and officers liability insurance agreement that insures all Corporate Auditors. The said
agreement covers damage that may arise as a result of the insured Corporate Auditors’ assuming liability in connection
with the execution of their duties or receiving claims pertaining to the pursuit of such liability. If Mr. Kikuji Sakurai
assumes the office of Corporate Auditor, he will be insured under the said agreement. The Company intends to renew
the said agreement in June 2023.

- 21 -