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.

Securities Code: 7514
November 5, 2021
To our shareholders:
Yusaku Komori
Representative Director, Chairman andPresident
HIMARAYA Co., Ltd.
1-1 Ezoe 1-chome, Gifu-shi, Gifu

Notice of the 46th Annual General Meeting of Shareholders
We are pleased to announce the 46th Annual General Meeting of Shareholders of HIMARAYA Co., Ltd. (the“Company”), which will be held as described below.
Instead of attending the meeting in person, you may exercise your voting rights in writing or by electromagnetic
method (via the internet, etc.). Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights no later than 6:30 p.m., Thursday, November 25, 2021 (JST).
1. Date and Time: Friday, November 26, 2021, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:

Large Conference Room, 5th floor of Juroku Plaza
10-11 Hashimoto-cho 1-chome, Gifu-shi, Gifu

3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 46th term (from September 1, 2020 toAugust 31, 2021), as well as the audit results of Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 46th term (from September 1, 2020 to August 31, 2021)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Amendment to the Articles of Incorporation

Proposal No. 3

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

Proposal No. 5

Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member

Proposal No. 6

Determination of Remuneration for Granting Restricted Shares to Directors Excluding
Outside Directors

When attending the meeting in person, please hand in the enclosed voting form at the reception desk at the meeting venue.
Of the items required to be provided at the time of this Notice, the following have been posted on the Company’s website(https://www.himaraya.co.jp/ (Japanese only)), and are therefore not attached herewith, in accordance with the provisions of
relevant laws and regulations and Article 16 of the Company’s Articles of Incorporation.
(i) “System to ensure the properness of operations and operational status of the system” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements-1-

(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
These items are included in the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
which have been audited by the Financial Auditor to prepare an accounting audit report and by the Audit and Supervisory
Committee to prepare an audit report.
If any changes are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements, such changes will be posted on the Company’s
website (https://www.himaraya.co.jp/ (Japanese only)).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of the most important management issues, andits basic policy on distribution of company profits is to continue the payment of stable dividends over the long term.
When calculating dividend amounts, the Company comprehensively considers operating results, the future businessenvironment, business performance trends, and other factors.
As a result, as noted in the notice about an amendment to the forecast year-end dividend announced on August 17,
2021, we have increased the year-end dividend for the 46th term by ¥5 from the initial forecast of ¥10 per share toa year-end dividend of ¥15 per share.
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2)

Allotment of dividend property to shareholders and their aggregate amountThe Company proposes to pay a dividend of ¥15 per common share of the Company.
In this event, the total dividends will be ¥184,806,660.

(3)Effective date of dividends of surplus
The effective date of dividends will be November 29, 2021.

-3-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal
The Company shall newly establish and amend the business purposes in Article 2 (Purpose) of the current
Articles of Incorporation and make the necessary corresponding amendments in order to clarify businessdetails and deal with future business expansion and the diversification of business.
2. Details of the amendment
Details of the amendment are as follows:(Underlined parts are amended.)
Current Articles of Incorporation

Proposed Amendments

Chapter I
General Provisions

Chapter I
General Provisions

Article 1.

(Omitted)

Article 1.

(Unchanged)

Article 2. (Purpose)

Article 2. (Purpose)

The purpose of the Company shall be to engage in thefollowing business activities:

The purpose of the Company shall be to engage in thefollowing business activities:

1.

Sales, export & import and rental of sports
equipment

1.

2.

Development and manufacturing of ski equipment,2.

golf equipment, camping gear such as sleeping bags
and sports equipment in general
3.

Planning, operating and subcontracting the3.

Management of sports facilities such as sports clubs,
golf courses, and marinas, and the trading andManagement of hotels, restaurants, coffee shops,

4.

Management, operation and administration of sports
and leisure facilities and the trading andintermediation in memberships for the use of such
facilities

5.

discos and ski resorts
6.

Planning, operating and subcontracting theadministration of sports and leisure-related classes,
conventions, events and various types of ceremonies

intermediation in memberships for the use of such
facilities
5.

Development, manufacturing, repairs and processingof sports and leisure equipment

administration of sports classes, ski and golf-related
events, parties and other various types of ceremonies
4.

Sales, export & import and rental of sports andleisure equipment

Management of sports and leisure equipment storesthrough franchise chain systems

Management of sports equipment stores throughfranchise chain systems

6.

Management of drinking and eating business such as
restaurants and coffee shops(Newly established)

7.

Management of accommodation businesses such as
hotels and Japanese inns

(Newly established)

8.

Manufacturing, sales and handling of food in
accordance with the Food Sanitation Act

7. - 20.

(Newly established)

9.

(Newly established)

10. Public bathhouses(Omitted)

11 - 24(Newly established)
21. - 22.

Sales and manufacturing of alcoholic drinks(Unchanged)

25. Specific passenger vehicle transportation business(Omitted)

26. - 27.

(Unchanged)(Newly established)

28. Operations related to outsourcing of operations for
public facilities(Newly established)

29. Worker dispatching services business(Newly established)

30. Education, learning support business(Newly established)

31. The business of planning and operating various
classes, events and ceremonies-4-Current Articles of Incorporation

Proposed Amendments

23. Investment business concerning the aforementioned
businesses

32. Investment business and consulting operations
concerning the aforementioned businesses

24. All businesses that are incidental to those mentioned
in the preceding items.

33. All businesses that are incidental to those mentioned
in the preceding items.

Articles 3. - 39.

(Omitted)

Articles 3. - 39.

-5-(Unchanged)

Proposal No. 3

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this meeting, the terms of office of all four Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal) will expire. The Company requests anincrease of one inside Director and one outside Director with the election of six Directors to strengthen the
management base over the medium to long term and to further enhance corporate governance.
The candidates for Director are as follows:
Candidate
No.

Name

Position

1

Yusaku Komori

Representative Director, Chairman andPresident

2

Kazuki Komori

Director

3

Tatsuya Goto

Director

Responsibility
Reelection
General Manager of SS Life
Design Department

Reelection

4

Nobuaki Mitsui

Director

General Manager of Business
Administration Division andGeneral Manager of Corporate
Planning Office

5

Yoshiyuki Kawamura

Outside Director

Full-time Audit and Supervisory
Committee Member

6

Reelection

New election
New election
OutsideIndependent
FemaleMika Imai<Reference>

Reelection

Policy and procedures for nominating director candidates

The Company’s policy is to nominate persons who fulfill the following criteria as candidates for Director.
1. Possessing outstanding reputation and character with high ethical standards and maintaining high regard for regulatorycompliance
2. Possessing talents, experience and practical achievements in the field of management
3. Possessing wide knowledge, a broad field of view, and in-depth insight
4. Possessing the ability to implement the Company’s management philosophy and contribute to enhancing corporate value
5. Possessing medium- to long-term outlook, and the ability to reform organizations while unbound by precedent and convention
The Representative Directors recommend candidates, and the Nomination and Remuneration Advisory Committee, which consistsof five members, including three independent outside Directors, deliberate on the appropriateness of the candidates and report theirfinding to the Board of Directors. The Board of Directors determines the candidates, respecting the details of such report.

-6-

CandidateNo.

1
Reelection

Name (Date of birth)

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)

Yusaku Komori(November 6, 1948)

Apr. 1976

Founded the Company

Number of the Company’s
shares owned
365,000 sharesNov. 2010

Representative Director and Chairman

Apr. 2021

Representative Director, Chairman and President (current

Representative Director and President

position)

Reasons for nomination as candidate for Director
Having supervised the management as Representative Director since the Company’s foundation, and served in theposition of President and Chairman, Yusaku Komori has demonstrated outstanding skills as a person at the top ofmanagement. The Company has nominated him as a candidate for Director, believing that his leadership based on
his knowledge and experience will continue to be important for the enhancement of the Company’s corporate value
and for the establishment of a medium to long-term management base.
Apr. 2008

Joined Honda Motor Co., Ltd.

Apr. 2011

Joined the Company

Aug. 2014

Deputy General Manager of Product Department No. 3

Oct. 2014

General Manager of EC Business Department

Sept. 2015

General Manager of Sales Channels Supervising Department

Nov. 2015

Director and General Manager of Sales Channels Supervising
Department

Dec. 2015

Director, General Manager of Sales Channels Supervising
Division, and General Manager of Sales Channels Supervising
Department

Kazuki Komori(November 8, 1983)

2

Number of the Company’s
shares owned
158,517 sharesFeb. 2016

Managing Director and General Manager of Sales Channels
Supervising DivisionNov. 2016

Senior Managing Director and General Manager of Sales
Channels Supervising Division

Jan. 2017

Senior Managing Director, General Manager of Sales Channels
Supervising Division, and General Manager of Sales Channels

Reelection

Supervising Department
June 2019

Senior Managing Director, General Manager of Sales Channels
Supervising Division, General Manager of Sales Channels
Supervising Department, and General Manager of Sales
Department

Aug. 2020

Senior Managing Director

Feb. 2021

Senior Managing Director and General Manager of SS Life
Design Department

Apr. 2021

Director and General Manager of SS Life Design Department(current position)

Reasons for nomination as candidate for Director
While engaging in innovative business development on business strategies for the Company, Kazuki Komori has
contributed toward the enhancement of the Company’s corporate value by carrying out activities that are fostering a
spirit of exploring new possibilities inside the Company. The Company has nominated him as a candidate for
Director, believing that his management skills based on his passion and drive will continue to be important for theCompany’s medium- to long-term management plan.

-7-

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)
Apr. 1982

Joined the Company

Mar. 2007

General Manager of Product Development Department

Dec. 2007

General Manager of Product Development Department andMember of New Business Formats Development Promotion Team

Mar. 2009

Administrative Officer of Product Division

Sept. 2009

General Manager of Product DivisionNov. 2009

Director and General Manager of Product Division

Jan. 2011

Director, General Manager of Product Division, and General
Manager of Product Department No. 2

Mar. 2011
Tatsuya Goto
(August 26, 1959)

3
Reelection

Number of the Company’s
shares owned
99,051 shares

Director, General Manager of Product Division, General Manager
of Product Department No. 2, and General Manager of ProductDevelopment Department

July 2011

Director, General Manager of Product Division, and General
Manager of Product Development Department

Nov. 2011

Managing Director, General Manager of Product Division,
General Manager of Product Development Department, andGeneral Manager of Product Management Department

Apr. 2012Managing Director, General Manager of Product Division, andGeneral Manager of Product Management Department

Aug. 2013

Managing Director and General Manager of Product Division

Sept. 2015

Managing Director, General Manager of Product Division, andGeneral Manager of Product Department No. 2

Nov. 2015

Senior Managing Director, General Manager of Product Division,and General Manager of Product Department No. 2

Oct. 2016

Senior Managing Director

Nov. 2016

Representative Director and President

Apr. 2021

Director (current position)

Reasons for nomination as candidate for Director
Tatsuya Goto has provided leadership for both the Company and the Group using his wealth of operational
experience and broad insight in areas such as building friendships with business partners. The Company has
nominated him as a candidate for Director, believing that his management skills based on his energy andexperience, particularly his constant leadership in initiatives regarding the Company’s vision, will continue to beimportant for the enhancement of the Company’s corporate value.

-8-

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)
Oct. 1999

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)

Aug. 2014

Joined A.D.Works Corporation

Apr. 2016

Accounting Director of Finance & Accounting Division

Apr. 2017

Corporate Planning Office (concurrent)

Mar. 2018

Joined Regional Economy Vitalization Corporation of Japan(REVIC)

Nobuaki Mitsui(April 25, 1970)

4

Number of the Company’s
shares owned– shares

Reelection

Apr. 2018

General Manager of Corporate Management Office of REVIC
Partners Co., Ltd. (concurrent)

Apr. 2018

General Manager of Corporate Management Office of REVICCapital Co., Ltd. (concurrent)

Oct. 2018

General Manager of Accounting Office of Regional Economy
Vitalization Corporation of Japan (REVIC)

Nov. 2020

Joined the Company
Deputy General Manager of Business Administration DivisionNov. 2020

Director and General Manager of Business Administration
DivisionMar. 2021

Director, General Manager of Business Administration Division,and General Manager of Corporate Planning Office (current
position)

Reasons for nomination as candidate for Director
Nobuaki Mitsui possesses diverse experience and in-depth insight regarding management that he has accumulated
through his career, in which he has served as the head of an accounting division and General Manager of Corporate
Management Office. He has experience in working for an audit corporation as a certified public accountant andpossesses considerable knowledge of finance and accounting. The Company has nominated him as a candidate for
Director believing that his diverse knowledge and management planning ability are essential for the enhancementof the Company’s corporate value over the medium to long term.

5Newelection

Apr. 1980

Joined The Ogaki Kyoritsu Bank, Ltd.

May 2005

Deputy General Manager of Nagoya Branch

Yoshiyuki Kawamura(August 16, 1956)

Apr. 2009

General Manager of Financial Market Department

June 2012

Director and General Manager of Financial Market Department

Number of the Company’s
shares owned– shares

May 2015

Director and President of Kyoritsu Computer Service Co., Ltd.

June 2018

Director and Vice President of OKB Research Institute, Ltd.

Nov. 2018

AdvisorNov. 2018

Outside Director (Full-time Audit and Supervisory Committee
Member) of the Company (current position)

Reasons for nomination as candidate for Director
Due to his wealth of knowledge and experience accumulated at a financial institution and his experience inmanagement as a company president, Yoshiyuki Kawamura has made appropriate and beneficial comments andappropriately supervised the Company’s business from a broader perspective as a Full-time Audit and Supervisory
Committee Member. The Company has nominated him as a candidate for Director believing that the demonstrationof his knowledge and management skills in business execution is important for the enhancement of the Company’s
corporate value over the medium to long term.

-9-Candidate
No.

Name (Date of birth)

Mika Imai(August 17, 1963)
6
Newelection
OutsideIndependent
FemaleNotes:

Number of the Company’s
shares owned– shares

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)
Apr. 1989

CEO/Executive Conditioning Doctor of PCSIS (primary caresis) (current position)

Apr. 1989

Part-time lecturer, Faculty of Pharmacy, Meijo University

Apr. 2016

Representative Director of MIKA Inc. (current position)(Significant concurrent positions outside the Company)
CEO of PCSIS (primary care sis)
Representative Director of MIKA Inc.

Reasons for nomination as candidate for outside Director and overview of expected roles
Mika Imai is an American College of Sports Medicine (ACSM) Certified Exercise Physiologist and manages acompany as a wellness consultant and sports medical conditioning trainer. The Company has nominated her as a
candidate for outside Director believing that such knowledge and international experience will be invested in the
future expansion of the Company’s business and essential for creating corporate value over the medium to longterm. The Company expects she will provide supervision and advice, particularly in relation to the expansion of thebusiness areas, utilizing her expert knowledge.

1. There is no special interest between any of the candidates and the Company.
2. The number of the Company’s shares owned by each candidate is that as of August 31, 2021. Moreover, the number
includes their shareholdings within the Himaraya Executives Shareholding Association.
3. Yoshiyuki Kawamura and Mika Imai are new candidates for Director.
4. Mika Imai is a candidate for outside Director.
5. Nobuaki Mitsui is qualified as a certified public accountant and a certified public tax accountant.
6. If this proposal is approved, the Company plans to submit notifications to the Tokyo Stock Exchange and the Nagoya
Stock Exchange that Mika Imai be designated an independent officer (outside director) in accordance with theprovisions of both exchanges.
7. If this proposal is approved, the Company intends to enter into an agreement with Mika Imai, pursuant to Article 427,
paragraph (1) of the Companies Act and the Company’s Articles of Incorporation to limit her liability for damages under
Article 423, paragraph (1) of the Companies Act. We intend that the maximum amount of liability for damages under
this agreement will be the minimum liability amount provided for under Article 425, paragraph (1) of the Companies
Act.
8. Outline of the details of the directors and officers liability insurance policy.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The insurance policy covers all Directors of the Company and its
subsidiaries (including Directors who are Audit and Supervisory Committee Members), and the insureds do not bear anyof the insurance premiums. This insurance policy covers the insured’s losses and such costs as related litigation expenses
incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured as an officer or aperson at a certain position of the Company. However, the Company has taken measures to ensure that theappropriateness of the execution of duties by officers, etc. is not impaired by exempting from compensation criminal
acts such as bribery and damage caused by officers, etc. themselves in case they intentionally commit illegal acts. If theappointment of Mika Imai is approved and adopted in this proposal, she will newly become an insured of this insurance
policy.

- 10 -

The Board of Directors’ Diversity (Skills Matrix)
The Company’s Board of Directors determines basic policies on management with its diverse perspectives while
also charged with the role of supervising business execution in each division. Persons with the ability to implement
the Company’s vision are selected as candidates for Directors who comprise the Board of Directors, with the aim ofachieving active discussion as well as accurate and prompt decision-making. In addition, we ensure transparency
and improvements in the functionality of the Board of Directors with at least one-third of its members being
independent outside Directors. We nominate candidates for Directors by comprehensively considering the different
expertise of each person and the balance of knowledge, experience and ability of the Board of Directors as a whole.
Director Skills Matrix

Name
YusakuKomoriExperience
Finance andas aaccounting
president●

Kazuki
Komori
Tatsuya Goto●

Nobuaki
Mitsui
Yoshiyuki
Kawamura
Mika Imai

Particularly desirable knowledge, experience and abilities
Finance and Management International
Independence
Sales and Distribution
CSR andlegal
strategy and experience
Sustainability
andmarketingindustry
governanceindustry
innovation and diversity
transparency

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Mineo

Naotaka
Tsuzuki

●
●

●

●

●
●
●

●

●

●

●
●

●

●

●

●

●
●
●

●

●

●

●

●

●

●

●

Hayakawa
Fumio Kato●●

* The above indicates the knowledge, experience and abilities that are particularly desirable in each candidate and is not anindication of all of the knowledge possessed by the candidate.
The top five items ranked by priority of desired attributes for each candidate are marked with ●.

- 11 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all three Directors who are Audit and Supervisory
Committee Members will expire. Therefore, the Company proposes the election of three Directors who are Audit
and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this
proposal.
The candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

1

Mineo Hayakawa

2

Fumio Kato

3

Naotaka Tsuzuki<Reference>

Position

Responsibility
New election
OutsideIndependent
Audit and Supervisory Committee
MemberOutside Director

Reelection
OutsideIndependent
New election
OutsideIndependent

The Company’s criteria for judging independence

The following people do not meet the Company’s independence criteria.
1. People executing business of the Company and its subsidiaries (hereinafter referred to collectively as the “Group”) or people
who have executed business of the Group in the past ten years.
2. People for whom the Group is a major business partner (i.e. people who received payments from the Company or subsidiaries of
the Company that represent 10% or more of annual consolidated net sales for the most recent fiscal year), or executives thereof.
3. People who are affiliated with an audit corporation that conducts statutory audits of the Group.
4. Consultants, accounting professionals, or legal professionals who have received money and other economic benefits averaging¥10 million or more annually within the past three years as payment from the Group for reasons other than officer’s
remuneration.
5. A major lender of the Group, parent company thereof, or an executive thereof. (A “major lender” of the Group refers to acompany that is lending 10% or more of the total amount of borrowings in the most recent fiscal year.)
6. People who fell under any of 2. to 5. above within the past five years.
7. A spouse or relative within the second degree of kinship of people in 1. to 6. above.

- 12 -

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)
Apr. 1978

Schoolteacher at primary and junior high schools in Gifu
prefecture

Mineo Hayakawa(September 2, 1954)

1New
election
OutsideIndependent

Number of the Company’s
shares owned– shares

Apr. 1993

Supervisor of Gifu Prefectural Board of Education

Apr. 1996

Director for Management of Personal Division

Apr. 1998

Deputy Manager of Personal Division

Apr. 2002

Head of Hashima municipal Hashima junior high school

Apr. 2005

Manager of School Education Division of Hashima City Board of
Education

Apr. 2007

Director for Education of Personal Division of Gifu Prefectural
Board of Education

Apr. 2011

Executive Director of Compulsory Education (Comparable toAssistant Superintendent)

Apr. 2012

Superintendent of Gifu City Board of Education

Mar. 2021

Retired from Superintendent of Gifu City Board of Education

Reasons for nomination as candidate for outside Director and overview of expected roles
Mineo Hayakawa has a wealth of knowledge and experience accumulated at the Board of Education andexperience in activities such as at the Consumer Education Promotion Council, etc. of the Ministry of Education,
Culture, Sports, Science and Technology. Accordingly, the Company has nominated him as a candidate for outside
Director who is an Audit and Supervisory Committee Member as it has judged that he will appropriately supervise
the Company’s corporate governance from a broader perspective. Although he has never been involved in corporate
management other than as an outside officer in the past, the Company expects he will perform the role incontributing to the enhancement of corporate value by appropriately supervising the Company’s systems for
medium- to long-term management strategy.

- 13 -

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)
May 1997

Director of Review Division of Large Enterprise Examination
Department of Nagoya Regional Taxation Bureau

July 1998

Director of Co-ordination Division of Large Enterprise
Examination Department

July 1999

Director of Management Division of Large Enterprise
Examination Department

Fumio Kato
(January 20, 1944)2
Reelection
OutsideIndependent

Number of the Company’s
shares owned– shares

July 2000

Deputy Assistant Regional Commissioner of Large Enterprise
Examination Department

July 2001

Director of Showa Tax Office

Aug. 2002

Representative of Fumio Kato Tax Accountant Office (current
position)

July 2004

Outside Audit & Supervisory Board Member of Seino Holdings
Co., Ltd.

Nov. 2014

Outside Audit & Supervisory Board Member of the Company

June 2015

Outside Corporate Auditor of IBIDEN Co., Ltd.

Nov. 2015

Outside Director (Audit and Supervisory Committee Member) of
the Company (current position)

June 2017

Outside Director (Audit and Supervisory Committee Member) of
IBIDEN Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Outside Director (Audit and Supervisory Committee Member) of IBIDEN Co.,
Ltd.
Representative of Fumio Kato Tax Accountant Office
Reasons for nomination as candidate for outside Director and overview of expected roles
Fumio Kato has longstanding experience and extensive insight from formerly working at the Nagoya Regional
Taxation Bureau and as a tax accountant and he possesses considerable knowledge regarding finance andaccounting. Accordingly, the Company has nominated him as a candidate for outside Director who is an Audit andSupervisory Committee Member as it has judged that he will appropriately supervise the Company’s financial
affairs, etc. Although he has never been involved in corporate management other than as an outside officer in thepast, the Company expects he will perform the role of collaborating with the accounting auditor based on his
wealth of knowledge such as regulatory compliance in accordance with the Financial Instruments and Exchange
Act and the Companies Act.

- 14 -

Candidate
No.

Name (Date of birth)

Career summary, and position and responsibility in the Company (Significant
concurrent positions outside the Company)
Apr. 1982

Joined NIPPON STEEL CORPORATION

Apr. 1987

Joined Nomura Securities Co., Ltd.
International Department

Naotaka Tsuzuki(October 8, 1958)
3
New
election
OutsideIndependent

Number of the Company’s
shares owned– shares

June 1991

IPO Dept. of Nagoya Branch OfficeNov. 1995

Business Development Department

June 1998

Joined RECRM RESEARCH CO., Ltd. (currently Raysum Co.,Ltd.)

June 1999

Director

Nov. 2006

Managing Director

Nov. 2008

Retired from Managing Director

Dec. 2008

Representative Director of Tsuzuki Office (current position)(Significant concurrent positions outside the Company)
Representative Director and President of Tsuzuki Office
Reasons for nomination as candidate for outside Director and overview of expected roles
Naotaka Tsuzuki has experience as a corporate management advisor and is currently the Representative Director
and President of a management consulting company. He has extensive insight based on his wealth of experience inthe securities industry and real estate industry. Accordingly, the Company has nominated him as a candidate foroutside Director who is an Audit and Supervisory Committee Member as it has judged that he will appropriately
supervise important decision-making. The Company expects he will perform the role such as providing advice inareas including the decision-making process mainly for the store opening strategy.

Notes:

1. There is no special interest between any of the candidates and the Company.
2. Mineo Hayakawa, Fumio Kato and Naotaka Tsuzuki are candidates for outside Director.
3. Mineo Hayakawa and Naotaka Tsuzuki are new candidates for the role of outside Director who are an Audit andSupervisory Committee Member.
4. Fumio Kato is currently an outside Director who is an Audit and Supervisory Committee Member of the Company, andat the conclusion of this meeting, his tenure will have been six years.
5. The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Fumio Kato
has been designated as an independent officer (outside director) in accordance with the provisions of both exchanges. If
this proposal is approved, the Company plans to submit notifications to both exchanges for three persons, including
Mineo Hayakawa and Naotaka Tsuzuki, to be designated independent officers.
6. Pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s Articles of Incorporation, the Company
has entered into an agreement with Fumio Kato to limit his liability for damages under Article 423, paragraph (1) of theCompanies Act. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for under Article 425, paragraph (1) of the Companies Act. Note, that if this proposal is approved, theCompany plans to continue this agreement with Fumio Kato and to enter into new agreements with both Mineo
Hayakawa and Naotaka Tsuzuki.
7. The number of the Company’s shares owned by each candidate is that as of August 31, 2021.
8. Outline of the details of the directors and officers liability insurance policy.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The insurance policy covers all Directors of the Company and its
subsidiaries (including Directors who are Audit and Supervisory Committee Members), and the insureds do not bear anyof the insurance premiums. This insurance policy covers the insured’s losses and such costs as related litigation expenses
incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured as an officer or aperson at a certain position of the Company. However, the Company has taken measures to ensure that theappropriateness of the execution of duties by officers, etc. is not impaired by exempting from compensation criminal
acts such as bribery and damage caused by officers, etc. themselves in case they intentionally commit illegal acts. If theappointment of Mineo Hayakawa and Naotaka Tsuzuki is approved and adopted in this proposal, they will newly
become insureds of this insurance policy.

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Proposal No. 5

Election of One Substitute Director Who Is an Audit and Supervisory Committee
MemberAt the 44th Annual General Meeting of Shareholders held on November 27, 2019, Yoshio Fuseya was elected as
substitute Director who is an Audit and Supervisory Committee Member, and the validity of his election will expire
at the commencement of this meeting. Therefore, the Company proposes the election of one substitute Director
who is an Audit and Supervisory Committee Member to ensure there is someone to fill a vacant position should thenumber of Directors who are Audit and Supervisory Committee Members fall below the number required by laws
and regulations.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this
proposal.
The candidate for the role of substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name (Date of birth)

Yoshio Fuseya(January 20, 1948)
Number of the Company’s
shares owned
10,000 shares
OutsideCareer summary (Significant concurrent positions outside the Company)
June 1980

President of Fuseya Labor and Social Security Attorney Office(current position)

Mar. 1991

Founded Chubu Human Resources Training Center Co., Ltd.,
Representative Director (current position)(Significant concurrent positions outside the Company)
President of Fuseya Labor and Social Security Attorney Office
Representative Director of Chubu Human Resources Training Center Co., Ltd.

Reasons for nomination as candidate for outside Director and overview of expected roles
Yoshio Fuseya has a wealth of experience as a labor and social security attorney and in-depth insight as a company
manager. Accordingly, the Company has nominated him as a candidate for substitute outside Director who is an
Audit and Supervisory Committee Member as it has judged that he will appropriately perform his duties as outside
Director. The Company expects he will perform the role of contributing to improvements in governance that will
enhance the Company’s corporate value over the medium to long term.
Notes:

1. Transactions amounting to ¥5,790 thousand were carried out between Fuseya Labor and Social Security Attorney Office,at which the candidate serves as President, and the Company in the fiscal year under review, and the content of saidtransaction was commission fees for social insurance administrative services.
2. Yoshio Fuseya is a candidate for the role of substitute outside Director who is an Audit and Supervisory Committee
Member.
3. If Yoshio Fuseya assumes the office of Director who is an Audit and Supervisory Committee Member, the Company
intends to enter into an agreement with him, pursuant to Article 427, paragraph (1) of the Companies Act and theCompany’s Articles of Incorporation to limit his liability for damages under Article 423, paragraph (1) of the Companies
Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided forunder Article 425, paragraph (1) of the Companies Act.
4. The number of the Company’s shares owned by the candidate is that as of August 31, 2021.
5. Outline of the details of the directors and officers liability insurance policy.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The insurance policy covers all Directors of the Company and its
subsidiaries (including Directors who are Audit and Supervisory Committee Members), and the insureds do not bear anyof the insurance premiums. This insurance policy covers the insured’s losses and such costs as related litigation expenses
incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured as an officer or aperson at a certain position of the Company. However, the Company has taken measures to ensure that the appropriatenessof the execution of duties by officers, etc. is not impaired by exempting from compensation criminal acts such as bribery
and damage caused by officers, etc. themselves in case they intentionally commit illegal acts. If Yoshio Fuseya assumes
the office of Director who is an Audit and Supervisory Committee Member, he will be insured under the directors andofficers liability insurance policy.

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Proposal No. 6

Determination of Remuneration for Granting Restricted Shares to Directors Excluding
Outside Directors

The amount of remuneration, etc. for the Company’s Directors excluding Audit and Supervisory Committee
Members was approved for no more than ¥200 million annually (including no more than ¥20 million for outside
Directors) at the 40th Annual General Meeting of Shareholders held on November 25, 2015.
Now, the Company would like to provide new remuneration for granting restricted shares to the Company’s
Directors (excluding outside Directors and Directors who are Audit and Supervisory Committee Members;hereinafter “Eligible Directors”) within the aforementioned remuneration limits as part of the revision to theofficers’ remuneration system in order to give Eligible Directors incentive to achieve sustainable increase in the
Company’s corporate value and to promote further sharing of values with shareholders.
The restricted shares remuneration system comprises “I Tenure condition type,” which defines continuous work at
the Company for a certain period of time as the condition for lifting the transfer restriction, and “II Performance
condition type,” which in addition to the above condition, defines the achievement of performance targets set inadvance by the Company’s Board of Directors as the condition for lifting the transfer restriction, with each typeused as necessary.
Eligible Directors shall receive issuance or disposal of the Company’s common shares as remuneration paid under
this proposal in accordance with a resolution of the Company’s Board of Directors as (i) The Company’s commonshares or (ii) monetary claims provided as contributed properties in kind to acquire the Company’s common shares.
The total number of the Company’s common shares or monetary claims paid as remuneration based on this
proposal shall be no more than ¥60 million annually for the aggregate of “I Tenure condition type” and “II
Performance condition type.” In addition, the Board of Directors determines the specific payment period andallocation for each Eligible Director.
If Proposal 3 “Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members” is approved and adopted as originally proposed, the number of Eligible Directors at the conclusion ofthis meeting will be five.
In the event that the remuneration provided based on this proposal is provided to Eligible Directors as theCompany’s common shares and not the provision of monetary claims, such common shares shall be issued or
disposed of as Director remuneration, and no payment of cash shall be required in exchange for such commonshares. However, the aforementioned amount of remuneration provided to Eligible Directors shall be calculated
based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day
preceding the date of each Board of Directors resolution about the issuance or disposal of the Company’s commonshare (the closing price on the day of the immediately previous transaction if there were no transactions concluded
on that day) as the amount per share of the Company’s common share for such issuance or disposal.
However, in the event that the remuneration provided based on this proposal is provided as monetary claims in theform of contributed properties in kind to acquire the Company’s common shares, all of the monetary claims paid
based on this proposal shall be provided as contributed properties in kind and the Eligible Directors shall receive
issuance or disposal of the Company’s common shares in accordance with a resolution of the Company’s Board of
Directors. The amount paid per share in this case shall be determined by the Board of Directors based on theclosing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding thedate of each Board of Directors resolution (the closing price on the day of the immediately previous transaction if
there were no transactions concluded on that day) to the extent that the amount is not particularly advantageous to
the Eligible Directors receiving such common share.
The total number of Company’s common shares for issuance or disposal for Eligible Directors shall be no morethan 60,000 shares annually for the aggregate of “I Tenure condition type” and “II Performance condition type.”(However, this total number may be changed within reasonable limits in the event of a share split (including a freeallotment of the Company’s common shares) or a share consolidation, or if other circumstances arise that require
adjustment to the total number of the Company’s common shares to be issued or disposed of restricted sharesfollowing the day on which this proposal is approved and adopted.) Accordingly, the issuance or disposal of theCompany’s common shares or provision of monetary claims for such contributed properties in kind shall be- 17 -

conditional upon the Company and Eligible Directors entering into an allocation agreement for the restricted sharesthat shall include the following details (hereinafter, “Allocation Agreement”).
In addition, the upper limit of remuneration under this proposal, the total number of the Company’s common sharesfor issuance or disposal and other conditions on granting restricted shares to Eligible Directors based on this
proposal have been determined with consideration to the policy concerning determination of details such as theaforementioned objective, the Company’s circumstances and the remuneration for individual Directors of theCompany (If this proposal is approved and adopted, the Company plans to amend the details in such policy to beconsistent with the details of such approval) and various other circumstances, and thought to be reasonable.
[Summary of the Allocation Agreement](1) Transfer restriction period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of the Company’s commonshares (hereinafter, “Transfer Restriction”) allocated in accordance with the Allocation Agreement (hereinafter,“Allocated Shares”) during the period from the date that the allocation was received in accordance with the
Allocation Agreement until the point in time immediately after retirement from the position of officer andemployee of the Company and its subsidiaries that is defined in advance by the Company’s Board of Directors(hereinafter, “Transfer Restriction Period”).
(2)

Treatment on retirement from the position

In the event that an Eligible Director retires from the position of officer and employee of the Company and its
subsidiaries that is defined in advance by the Company’s Board of Directors prior to the expiration of the period ofservice determined in advance by the Company’s Board of Directors (hereinafter, “Service Period”), the Company
shall automatically acquire the Allocated Shares without contribution, unless such retirement is due to justifiablereason including the expiration of the term of his/her office or death, or other reason.
(3) Lifting of Transfer Restrictions
I. Tenure condition type
The Company shall lift the Transfer Restrictions for all of the Allotted Shares upon expiration of the Transfer
Restriction Period, on condition that the Eligible Director continuously remained in the position of officer andemployee of the Company and its subsidiaries that is defined in advance by the Company’s Board of Directors
during the Service Period. Provided, however, that if (i) the Eligible Director retires from the position of officer andemployee of the Company and its subsidiaries that is defined in advance by the Company’s Board of Directors,
prior to the expiration of the Service Period, due to justifiable reason, or (ii) the Eligible Director retires from theposition that is defined in advance by the Company’s Board of Directors, subsequent to the expiration of theService Period, but prior to the expiration of the Transfer Restriction Period, due to reasons other than justifiablereason, the number of the Allotted Shares subject to such lifting of the Transfer Restrictions as well as the timing ofsuch lifting shall be reasonably adjusted as necessary. Furthermore, the Company shall automatically acquire
without contribution the Allotted Shares yet to be subject to the lifting of the Transfer Restrictions, at the point intime immediately after the Transfer Restriction is lifted pursuant to the aforementioned provision.
II. Performance condition type
The Company shall lift the Transfer Restrictions for all of the Allotted Shares upon expiration of the Transfer
Restriction Period, in the event that the Eligible Director continuously remained in the position of officer andemployee of the Company and its subsidiaries that is defined in advance by the Company’s Board of Directors
during the Service Period on condition that the targets for consolidated ordinary profit and other performance
conditions defined in advance by the Company’s Board of Directors are achieved. Provided, however, that if (i) the
Eligible Director retires from the position of officer and employee of the Company and its subsidiaries that isdefined in advance by the Company’s Board of Directors, prior to the expiration of the Service Period, due tojustifiable reason, or (ii) the Eligible Director retires from the position that is defined in advance by the Company’s
Board of Directors, subsequent to the expiration of the Service Period, but prior to the expiration of the Transfer
Restriction Period, due to reasons other than justifiable reason, the number of the Allotted Shares subject to suchlifting of the Transfer Restrictions as well as the timing of such lifting shall be reasonably adjusted, yet theCompany shall automatically acquire all the Allocated Shares without contribution if the targets for consolidated- 18 -

ordinary profit and other performance conditions defined in advance by the Company’s Board of Directors are notachieved. Furthermore, the Company shall automatically acquire without contribution the Allotted Shares yet to be
subject to the lifting of the Transfer Restrictions, at the point in time immediately after the Transfer Restriction islifted pursuant to the aforementioned provision.
(4)

Treatment during reorganization, etc.

Notwithstanding the provisions in (1) above, if matters related to a merger agreement in which the Company is tobe an absorbed company, a share exchange agreement or share transfer plan in which the Company is to become awholly-owned subsidiary, or other reorganization, etc. are, during the Transfer Restriction Period, approved by theGeneral Meeting of Shareholders of the Company (or by the Company’s Board of Directors where suchreorganization, etc. does not require approval of the General Meeting of Shareholders of the Company), theCompany shall, by the resolution of the Company’s Board of Directors, lift the Transfer Restrictions prior to theeffective date of such reorganization, etc., for the number of the Allotted Shares as determined reasonably
commensurate with the length of period between the commencement of the Transfer Restriction Period and the dateof approval for the reorganization, etc. (and the status of achievement of performance conditions in the case of “II
Performance condition type”). Furthermore, the Company shall automatically acquire without contribution the
Allotted Shares yet to be subject to the lifting of the Transfer Restrictions, at the point in time immediately after theTransfer Restriction is lifted pursuant to the aforementioned provision.
(5)

Other matters

Any other matters related to the Allocation Agreement shall be determined by the Company’s Board of Directors.

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Policy concerning the determination of details of remuneration, etc. for individual Directors
The Company has, conditional upon the approval and adoption of Proposal 6 “Determination of Remuneration for
Granting Restricted Shares to Directors Excluding Outside Director” as originally proposed to this General
Meeting of Shareholders, resolved at the Board of Directors to amend the policy concerning the determination ofdetails such as the remuneration, etc. for individual Directors, and the outline of such is provided below.
1.

Basic policy
The Company’s basic policy on Director remuneration is to structure its remuneration system to be linked toshareholder profits so it adequately functions as an incentive for a sustainable increase in corporate value andis at the appropriate level in light of the respective roles and status of business execution when determining
the remuneration of individual Directors. Specifically, Executive Director remuneration is comprised of basic
remuneration in the form of fixed remuneration, performance-linked remuneration, etc. (bonuses) and nonmonetary remuneration, etc., while outside Directors with supervising functions are only paid basic
remuneration in light of their duties.

2.

Policy concerning the determination of the amount of basic remuneration (monetary remuneration) for
individuals (including the policy concerning the determination of the timing and conditions for remuneration,
etc.)
The basic remuneration of the Company’s Directors is a fixed monthly amount that is determined withcomprehensive consideration given to industry levels corresponding to the position, duties and years ofservice as well as the Company’s earnings and employee salary levels.

3.

Policy concerning the determination of the details, and the calculation method for amount or number of
performance-linked remuneration, etc. and non-monetary remuneration, etc. (including the policy concerning
the determination of the timing and conditions for remuneration, etc.)
Performance-linked remuneration, etc. are cash remuneration that reflects performance indicators (KPI) that
increase the awareness of increasing earnings each fiscal year, with the amount calculated according to thelevel of achievement of the target for consolidated profit before income taxes in each fiscal year, which ispaid in a certain period every year as a bonus. The Company sets the target performance indicators and values
when formulating the plan to be consistent with the medium-term management plan, which are then revised
in light of the report from the Nomination and Remuneration Advisory Committee according to changes inthe environment, as appropriate.
Non-monetary remuneration, etc. are restricted shares, aimed at strengthening the relationship with increasing
corporate value over the medium to long term in the remuneration structure. It is determined at the Board of
Directors with comprehensive consideration given to other companies’ levels corresponding to the position,
duties and years of service as well as earnings, and in based on the total remuneration limit approved at theGeneral Meeting of Shareholders, and granted in a certain period each year. Furthermore, one-third of therestricted shares remuneration is linked to the medium-term management plan and conditional on achieving
the target for consolidated ordinary profit in the final fiscal year. In the event that the target is not achieved,
the Company shall acquire all shares without contribution. The timing for lifting the transfer restriction on
restricted shares remuneration shall be when the Director retires from office.

4.

Policy concerning the determination of the ratio of the amounts of remuneration for individual Directors forthe amount of basic remuneration, the amount of performance-linked remuneration, etc. or the amount of
non-monetary remuneration, etc.
The ratio of remuneration by category of Executive Directors is reviewed by the Nomination andRemuneration Advisory Committee in light of the remuneration levels benchmarked against companies witha similar business size and in related industries and business types to the Company, with the performancelinked remuneration weighted higher the more senior the position. The Board of Directors (The delegatedRepresentative Director and President in 5.) respects the details in the Nomination and Remuneration
Advisory Committee’s report and determines the details of remuneration, etc. of individual Directors within
the scope or remuneration ratios for each category indicated in such report. In the event that the medium-term
management plan is achieved, the ratio of Directors’ remuneration, etc. is set to be about 70% monetary- 20 -

remuneration (basic remuneration +performance-linked remuneration, etc.) and 30% non-monetary
remuneration, etc.
5.

Matters concerning the determination of the details of remuneration, etc. for individual Directors
The specific details for the amounts of remuneration for individual Directors is, in accordance with aresolution of the Board of Directors, delegated to the Representative Director and President, with the detailsof such authority being to evaluate the allocation of bonuses in light of the amount of each Director’s basic
remuneration and the performance of the business area falling under each Director’s responsibility. The Boardof Directors questions and receives a report on the draft from the Nomination and Remuneration Advisory
Committee to ensure appropriate execution of such authority by the Representative Director and President
and the aforementioned delegated Representative Director and President shall make determinations inaccordance with such report. For stock remuneration, the number of allotted shares for each individual
Director is resolved at the Board of Directors in light of the report from the Nomination and Remuneration
Advisory Committee.

Note: Sections that are amended from the current policy on determining the details of remuneration, etc. of
individual Directors are underlined.

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