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: 4951
Date of mailing: June 2, 2023
Start date of measures for electronic provision: May 26, 2023
To our shareholders:
Takako Suzuki
President & CEO
S.T. CORPORATION
4-10, Shimoochiai 1-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 76th Ordinary General Meeting of Shareholders of S.T. CORPORATION(hereinafter the “Company”; this meeting, the “Meeting”) to be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the following websites. Please access these sites to review the information.
The Company website: https://www.st-c.co.jp/ir/meeting.html (in Japanese)
In addition to the Company website, matters for which measures for providing information in electronic format are
to be taken are also posted on the website for the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “S.T.” in “Issue name (company name)”or the Company’s securities code “4951” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the Ordinary General Meeting of Shareholders, and exercise
your voting rights by 5:00 p.m. on Monday, June 19, 2023 (Japan Standard Time).

-1-1. Date and Time: 10:00 a.m., Tuesday, June 20, 2023
2. Location:

Royal Hall on the third floor of the RIHGA Royal Hotel Tokyo
104-19, Totsukamachi 1-chome, Shinjuku-ku, Tokyo, Japan

3. Agenda:
Matters to be reported
1. Business Report, Consolidated Financial Statements and Audit Report on Consolidated Financial Statements
by the Accounting Auditor and Audit Committee for the 76th fiscal term (from April 1, 2022 to March 31,2023)
2. Non-Consolidated Financial Statements for the 76th fiscal term (from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal
Election of Nine (9) Directors
4. Matters Determined Concerning the Convocation
If any shareholder wishes to split a vote, he or she must notify the Company in writing or via electronic means tothat effect and the reasons for splitting the vote at least three days before the Meeting.
- If you attend the Meeting in person, please deliver the ballot sent to you and this notice of convocation to the reception desk at the
Meeting site.
- If revisions are made to matters for which measures for providing information in electronic format are to be taken, a notice of therevisions and the matters before and after the revisions will be posted on each of the aforementioned websites.
- Paper-based copies containing the matters for which measures for providing information in electronic format are to be taken will besent along with this notice of convocation to those shareholders who request paper-based copies, but the following matters will not
be included, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company.
• The “System to Ensure Appropriate Operations” from the Business Report• The “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated Financial Statements” from theConsolidated Financial Statements• The “Non-Consolidated Statements of Changes in Net Assets” and the “Notes to Non-Consolidated Financial Statements” fromthe Non-Consolidated Financial Statements
As such, the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements in this paper-based
copy are part of the documents that are audited when the accounting auditors create their accounting audit reports and when the
Audit Committee creates its audit report.

-2-

1. Requests to Board Members for assistance in preventing the spread of the novel coronavirus (COVID-19)● To prevent the spread of COVID-19, when attending the General Meeting of Shareholders, we ask that members check thestate of the epidemic and their own physical health at the time of the Meeting. We appreciate your efforts in helping toprevent the spread of COVID-19.
● The Company will take measures to prevent the spread of infection and ensure the safety of Board members at the Meetingsite. We appreciate your cooperation with these measures.
● As the virus continues to spread, we may take new measures to prevent further infection. Information on any new measures
will be provided on our website (https://www.st-c.co.jp/ir/meeting.html (in Japanese). Please check this page before
attending the Meeting.
2. Shareholder opinion contact form
● The Company maintains a shareholder contact page on our corporate website for inquiries, opinions, questions and othercommunications from our shareholders. If you have any comments or suggestions regarding matters for reporting or
resolution at this year’s General Meeting of Shareholders, please contact us through the shareholder contact page on our
website. Based on the feedback we received through the year, we plan to provide explanations about topics that we thinkmost shareholders will be interested in at the General Meeting of Shareholders. Please note that feedback regarding theGeneral Meeting of Shareholders this year does not constitute a notification as set forth in Article 71 (i) a. of the Regulations
for Enforcement of the Companies Act, and the Company may therefore not respond to each individual feedback.
********************************************************************
Shareholder contact page (in Japanese)(https://www.st-c.co.jp/contact/inquiry/index/3)********************************************************************
Viewing the Meeting on-demand
A video of the Meeting will be available on-demand on our website at a later date.

-3-

Proposal

Election of Nine (9) Directors

At the conclusion of this general meeting of shareholders, the terms of office of all ten (10) directors will expire.
Therefore, the Company proposes the election of nine (9) Directors pursuant to the resolution of the Nomination
Committee.
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibilities in the Company

1

Yo Kouzuki

New election

Managing Executive Officer

2

Seiichi Nishida

Reappointment

Senior Managing Executive Officer

3

Kaoru Yonemoto

Reappointment

Senior Managing Executive Officer

4

Kouichi Yoshizawa

Reappointment

Executive Officer

5

Shinzo Maeda

6

Shoichiro Iwata

7

Hiroko Noda

8

Yoko Wachi

9

Masayoshi Miyanaga

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New election
OutsideIndependent
New election
OutsideIndependent-4-

Compensation
Nomination
Audit
Compensation
Nomination
Audit
Compensation
Audit

Areas of expected contribution by the candidate
Candidate
No.

1
2
3
4
5
6
7
8
9

Name

Yo
Kouzuki
Seiichi
NishidaKaoru
Yonemoto
Kouichi
YoshizawaShinzoMaeda
Shoichiro
Iwata
Hiroko
Noda
Yoko
Wachi
Masayoshi
Miyanaga

Management
strategy

Humanresource
development

〇

〇

○

○

Innovation

Brand/
Sustaina- Intellectual Marketbility
propertying
strategy○

GlobalbusinessIT/digital〇〇Compliance/risk
management

○
○

○

○

○
○

○

○

〇

○
○

SCM*

○
○

〇

Finance/accounting○○○* SCM: Supply chain management
Nomination
Nomination Committee member
Compensation
Compensation Committee member
Audit
Audit Committee member
New election
Candidate for newly elected Director
OutsideCandidate for outside director
Independent
Candidate for independent officer

-5-

○
○

○
○

〇

○

○

○

○

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1987
Apr. 2002
Feb. 2004
Apr. 2008
Oct. 2009

1

Number of theCompany’s shares
ownedJoined the Company
Manager, Sales Planning GroupManager, Hiroshima Office
Manager, Management Planning Group
Executive Officer, in charge of the Marketing
Division
Feb. 2011
Executive Officer, in charge of the R&D
Division
June 2012Managing Executive Officer, in charge of the
Global Marketing Division
Oct. 2013
Managing Executive Officer, in charge of the
20,000
Sales Division
Oct. 2019
Managing Executive Officer, in charge of theYo Kouzuki
Business Administration Division, the(July 29, 1963)
Corporate Communication Division
Sept. 2021
Managing Executive Officer, in charge of the
New election
Professional Use Business, President of
S.T.PRO Co., Ltd. (Company subsidiary)
Attendance at Board of
May 2023
Managing Executive Officer, in charge of the
Directors and other meetings
Professional Use Business (current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Since joining the Company in 1987, Mr. Kouzuki has worked primarily in the Sales and Marketing Divisions and has
been involved in marketing, R&D, sales, business administration, corporate communication, and more. He has a wealthof experience, including as President of the subsidiary of professional use business in the recent years. He has madesignificant achievements, such as creating a solid foundation for the Company’s primary brand. He has been nominatedas a candidate for new director in expectation of his effectiveness in management supervision.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1987
June 2010

2

Joined Nippon Life Insurance Company
Director, General Manager of the Corporate
Planning Department, Nissay Information
Technology Co., Ltd.
Apr. 2011
Director, General Manager of the Corporate
Planning Department, General Manager of theLegal Affairs and Compliance Management
OfficeApr. 2018
Director, Executive Officer, General Managerof the Corporate Planning Department, Nissay
Leasing Company, Limited
Apr. 2020
Dispatched to the Company, Manager assigned
to the President
June 2020
Manager, Business Administration Division
Apr. 2021
Joined the Company, Executive Officer, incharge of the Corporate Administration
Division
June 2021
Director, Executive Officer, in charge of the
Corporate Administration Division
Sept. 2021
Director, Executive Officer, in charge of the
Corporate Administration Division, theCorporate Planning Office, New Business
Development
Oct. 2021
Director, Executive Officer, in charge of the
Corporate Administration Division, theCorporate Planning Office, the ESG Promotion
Office, New Business Development
Apr. 2022
Director, Managing Executive Officer, inSeiichi Nishidacharge of the Corporate Value Enhancing(April 3, 1963)
Division, the Customer First Promotion
Division, New Business Development,
Reappointment
Corporate Transformation
May 2022
Director, Managing Executive Officer, inAttendance at Board of
charge of the Corporate Value Enhancing
Directors and other meetings
Division, the Customer First Promotion
Board of Directors meetings 9/9
Division, New Business Development,
Corporate Transformation
Jan. 2023
Director, Senior Managing Executive Officer,
in charge of the Business Administration
Division, the Corporate Value Enhancing
Division, the Customer First Promotion
Division, New Business Development,
Corporate Transformation
Apr. 2023
Director, Senior Managing Executive Officer.
in charge of the Business Administration
Headquarters, the Corporate Value Enhancing
Headquarters, the Customer First Promotion
Headquarters, the New Business Development
Office, Corporate Transformation (current
position)
Significant concurrent positions outside the Company-

Number of theCompany’s shares
owned

-7-

1,000

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company

Number of theCompany’s shares
owned

Reasons for nomination as candidate for director, etc.
Mr. Nishida has a wealth of experience. He leverages his experience from prior roles and, since joining the Company in
2021, he has served in various capacities, including as Executive Officer in charge of the Corporate Administration
Division, Executive Officer in charge of the Corporate Planning Office, Executive Officer in charge of the ESG
Promotion Office, Executive Officer in charge of new business, and in his current position as Executive Officer incharge of the Business Administration Headquarters, the Corporate Value Enhancing Headquarters, the Customer First
Promotion Headquarters, the New Business Development Office, and Corporate Transformation. He has once again
been nominated as a candidate for director in expectation of his effectiveness in management supervision.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1982
Oct. 2018

3

Number of theCompany’s shares
ownedJoined Unicharm Corporation
Joined the Company, General Manager,
Overseas No. 2 Business Unit, Business
Administration Division
Oct. 2019
General Manager, Overseas Business Division,
Manager, Overseas Marketing Group
Apr. 2020
Executive Officer, in charge of the Overseas
Business Division, General Manager of theOverseas Group Companies Management
Headquarters
Apr. 2021
Executive Officer, in charge of the Overseas
Business Division, Overseas Group Companies
Management
Apr. 2022
Managing Executive Officer, in charge of the
Global Marketing Division, Corporate
Communication Division, Research andDevelopment Division, Overseas Group
Companies Management—
June 2022
Director, Managing Executive Officer, incharge of the Global Marketing Division,
Kaoru Yonemoto
Corporate Communication Division, Research(January 2, 1960)
and Development Division, Overseas Group
Companies Management
Reappointment
Jan. 2023
Director, Senior Managing Executive Officer,
in charge of the Global Marketing Division,
Attendance at Board of
Manufacturing Division, Corporate
Directors and other meetings
Communication Division, Research andBoard of Directors meetings 6/6
Development Division, Overseas Group
Companies Management
Apr. 2023
Director, Senior Managing Executive Officer,
in charge of the Domestic Business
Headquarters, Manufacturing Headquarters,
Marketing Planning Headquarters, International
Business Headquarters, and Research andDevelopment Headquarters (current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Ms. Yonemoto has a wealth of experience. She leverages her experience from prior roles and, since joining theCompany in 2018, she has served in various capacities, including as Executive Officer in charge of the Overseas
Business Division, Global Marketing Division, Corporate Communication Division, Overseas Group Companies
Management, and in her current position as Executive Officer in charge of the Domestic Business Headquarters,
Manufacturing Headquarters, Marketing Planning Headquarters, International Business Headquarters, and Research andDevelopment Headquarters. She has once again been nominated as a candidate for director in expectation of her
effectiveness in management supervision.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1985
Apr. 2007
Apr. 2009
Apr. 2010

4

Number of theCompany’s shares
ownedJoined the Company
Manager, Finance and General Affairs GroupManager, Management Planning Group
Assistant General Manager, Corporate Staff
Division, Manager of the Management
Planning Group
Apr. 2012
Assistant General Manager, Business
Administration Headquarters, Business
Administration Division, Manager of theManagement Planning Group
Apr. 2013
Senior Manager of the Management PlanningGroup
Apr. 2014
Executive Officer, in charge of theManagement Strategy Division, affiliatedcompanies, Manager of the Management
Planning Group
June 2014
Director, Executive Officer, in charge of theManagement Strategy Division, affiliatedcompanies
16,500
Apr. 2017
Director, Executive Officer, in charge of the
Kouichi Yoshizawa
Management Strategy Division, the(October 26, 1962)
Manufacturing Division
Apr. 2018
Director, Executive Officer, in charge of theReappointment
Management Strategy Division, affiliatedcompanies
Attendance at Board of
May 2018
Outside Director, NS FaFa Japan Co., Ltd.
Directors and other meetings
Oct. 2019
Director, Executive Officer of the Company, in
Board of Directors meetings 9/9
charge of the Management Strategy Division,Compensation Committee
the Corporate Administration Division,
meetings 4/4
affiliated companies
Apr. 2021
Director, Executive Officer, in charge of theBusiness Administration Division, affiliatedcompanies
Apr. 2023
Director, Executive Officer, in charge of theBusiness Administration Headquarters,
affiliated companies (current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Mr. Yoshizawa has a wealth of experience. Since joining the Company in 1985, he has mainly served in the area offinance and in the Management Planning Division, and has served in various capacities, including as Manager of theManagement Planning Group, Assistant General Manager of the Corporate Staff Division, and Executive Officer incharge of the Manufacturing Division, and in his current position as Executive Officer in charge of the Business
Administration Headquarters and affiliated companies. He has once again been nominated as a candidate for director in
expectation of his effectiveness in management supervision.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1970
June 1996

5

Number of theCompany’s shares
ownedJoined Shiseido Company, Limited
General Manager, Cosmetics Strategic Planning
Department, Cosmetics Marketing DivisionDec. 1997
Chief Officer of Asia-Pacific Regional
Headquarters, International Operations
Division, Shiseido Company, Limited, andDirector and President, Shiseido Asia Pacific
Apr. 2001
General Manager, Sales Promotion Department,
Cosmetics Strategic Planning Department,
Shiseido Company, Limited
June 2003
Director, Executive Officer, and General
Manager of Corporate Planning Department
June 2005
President & CEO, Representative Director
Shinzo Maeda
—
Apr.
2011
Chairman,
Representative Director(February 25, 1947)
Apr. 2013
Chairman, Representative Director, President &CEO
Reappointment
Apr. 2014
Chairman, Representative Director
OutsideJune 2014
Senior Advisor
Independent
June 2015
Outside Director, Yuasa Trading Co., Ltd.
Attendance at Board of(current position)
Directors and other meetings
Sept. 2015
Outside Director, TOSHIBA Corporation
Board of Directors meetings 9/9 June 2021
Outside Director of the Company (current
Nomination Committee
position)
meetings 4/4
Significant concurrent positions outside the Company
Compensation Committee
Outside Director, Yuasa Trading Co., Ltd.
meetings 4/4
Audit Committee meetings 6/6
Reasons for nomination as candidate for outside director and overview of expected roles
Mr. Maeda is expected to demonstrate his knowledge, experience and abilities as a corporate manager and to makeappropriate decisions in overall management. In addition, he has once again been nominated as a candidate for outside
director in expectation of his effectiveness in management supervision from the standpoint of an independent, objective
director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Mar. 1973

Shoichiro Iwata(August 14, 1950)
6

Reappointment
OutsideIndependent

Joined Lion Fat and Oil Co., Ltd. (currently
Lion Corporation)
Mar. 1986
Joined PLUS CORPORATION
May 1992
General Manager, ASKUL Business Promotion
Office, Sales Division
Mar. 1997
President, ASKUL Corporation
May 2000
President & Chief Executive Officer (CEO)June 2006
External Director, Shiseido Company, Limited
Sept. 2019
Representative Director and CEO, FORCE
marketing and management, inc. (current
position)
July 2020
Outside Director, Safie Inc. (current position)
June 2021
Outside Director of the Company (current
position)
Significant concurrent positions outside the Company
Representative Director and CEO, FORCE marketing andmanagement, inc.
Outside Director, Safie Inc.

Number of theCompany’s shares
owned

—

Attendance at Board of
Directors and other meetings
Board of Directors meetings 9/9
Nomination Committee
meetings 4/4
Compensation Committee
meetings 2/2
Audit Committee meetings 6/6
Reasons for nomination as candidate for outside director and overview of expected roles
Mr. Iwata is expected to demonstrate his knowledge, experience and abilities as a corporate manager and to makeappropriate decisions in overall management. In addition, he has once again been nominated as a candidate for outside
director in expectation of his effectiveness in management supervision from the standpoint of an independent, objective
director.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1987

7

Number of theCompany’s shares
ownedJoined KPMG Minato Audit Corporation(currently KPMG AZSA Co.)
Aug. 1987
Joined Prudential Securities Incorporated
Tokyo BranchMar. 1990
Registered as Certified Public Accountant,
Representative of NODA C.P.A. Accounting
Firm (current position)
Aug. 1992
Joined Banque Indosuez S.A. (currently Crédit
Agricole CIB) Tokyo Branch
June 2000
Joined Canadian Imperial Bank of Commerce
Tokyo Branch
July 2006
Joined BUSICOM Co., Ltd.
Sept. 2007
Representative Director, Prominent Consulting
Co., Ltd.
May 2010
Representative Director, Probity Consulting
Co., Ltd. (current position)
Apr. 2014
Part-time Lecturer, Graduate School of Asianand International Business Strategy, Asia—
University (current position)
Hiroko Noda
Mar. 2019
External Director, MODEC, Inc. (current(July 3, 1960)
position)Mar. 2019
Outside Director (Audit & Supervisory
Reappointment
Committee Member), Okabe Co., Ltd. (current
Outsideposition)Independent
June 2021
Outside Director of the Company (current
position)
Attendance at Board ofJune 2022
Outside Director, Chori Co., Ltd. (current
Directors and other meetings
position)
Board of Directors meetings 9/9
Significant concurrent positions outside the Company
Audit Committee meetings 6/6
Representative of NODA C.P.A. Accounting Firm,
Representative Director, Probity Consulting Co., Ltd.,
Part-time Lecturer, Graduate School of Asian and International
Business Strategy, Asia University,
External Director, MODEC, Inc.,
Outside Director (Audit & Supervisory Committee Member),
Okabe Co., Ltd.,
Outside Director, Chori Co., Ltd.
Reasons for nomination as candidate for outside director and overview of expected roles
Ms. Noda is expected to demonstrate her knowledge, experience and abilities as a certified public accountant and to
make management decisions from high-level accounting and financial perspectives. In addition, she has once again
been nominated as a candidate for outside director in expectation of her effectiveness in management supervision fromthe standpoint of an independent, objective director.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1989
Apr. 2006

8

Yoko Wachi(April 29, 1960)

Joined Kajitani Law Offices
Mediator of Family Conciliations, Tokyo
Family Court (current position)
June 2015
Outside Company Auditor, Nichias Corporation
Mar. 2016
Outside Company Auditor, Otsuka Holdings
Co., Ltd.
Jan. 2019
Partner, Kajitani Law Offices (current position)
Apr. 2019
Vice President, Tokyo Association of Family
Conciliations
June 2019
Outside Director, Nichias Corporation (current
position)
Significant concurrent positions outside the Company
Partner, Kajitani Law Offices, Mediator of Family
Conciliations, Tokyo Family Court, Outside Director, Nichias
Corporation

Number of theCompany’s shares
owned

—

New election
OutsideIndependent
Attendance at Board of
Directors and other meetings
Reasons for nomination as candidate for outside director and overview of expected roles
Ms. Wachi is expected to demonstrate her knowledge, experience and abilities as an attorney at law and to makemanagement decisions from a high-level legal perspective. In addition, she has been nominated as a candidate for a newoutside director in expectation of her effectiveness in management supervision from the standpoint of an independent,
objective director.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1981

9

Notes:

1.
2.
3.
4.

5.

6.

Number of theCompany’s shares
ownedJoined Nippon Credit Bank, Ltd. (currently
Aozora Bank, Ltd.)
Feb. 1990
Dispatched to Nippon Credit Bank Investment
Advisors Co., Ltd.
Oct. 1991
Dispatched to Nippon Credit Gartmore Ltd.
(UK)
Apr. 1995
Joined Schroders Investment Management
Japan Limited (currently Schroders Investment
Management (Japan) Limited)
Apr. 2000
DirectorJan. 2001
CIO in charge of Stock Investment, Prudential
Asset Management Japan Co., Ltd. (currently
PGM Japan Co., Ltd.)
Nov. 2003
Co-representative Partner, IRB Inc. (currently
FALCON Research & Consulting Ltd.)—
Masayoshi Miyanaga
Nov. 2011
Representative Director(June 3, 1958)
Apr. 2017
Director, FALCON Research & Consulting Ltd.
(current position)
New election
Apr. 2017
Professor, Graduate School of Innovation
OutsideStudies (currently Graduate School of
Independent
Management), Tokyo University of Science
June 2017
Outside Director, Universal Entertainment
Attendance at Board of
Corporation (current position)
Directors and other meetings
Apr. 2023
Specially Appointed Professor, Chuo University
Business School (current position)
Significant concurrent positions outside the Company
Director, FALCON Research & Consulting Ltd., Outside
Director, Universal Entertainment Corporation, Specially
Appointed Professor, Chuo University Business School
Reasons for nomination as candidate for outside director and overview of expected roles
In addition to his experience as a company manager, Mr. Miyanaga is expected to apply his technical expertise in thefields of corporate valuation, corporate finance, and ESG management as a university professor and provide highly
strategic opinions on management from an objective standpoint. In addition, he has been nominated as a candidate for a
new outside director in expectation of his effectiveness in management supervision from the standpoint of an
independent, objective director.
There is no special interest between any of the candidates and the Company.
Shinzo Maeda, Shoichiro Iwata, Hiroko Noda, Yoko Wachi and Masayoshi Miyanaga are candidates for outside directors.
Yoko Wachi has never been directly involved in the management of a company, except as an outside officer. However, theCompany has judged that she will appropriately fulfill her duties as an outside director based on the above reasons.
Number of years in office for outside director candidates(1)
Shinzo Maeda is currently an outside director of the Company, and at the conclusion of this annual general meetingof shareholders, his tenure as outside director will have been two years.
(2)
Shoichiro Iwata is currently an outside director of the Company, and at the conclusion of this annual general
meeting of shareholders, his tenure as outside director will have been two years.
(3)
Hiroko Noda is currently an outside director of the Company, and at the conclusion of this annual general meetingof shareholders, her tenure as outside director will have been two years.
The Company has entered into an agreement with outside director candidates Shinzo Maeda, Shoichiro Iwata, and Hiroko
Noda as outside directors currently in office, pursuant to the provisions of Article 427, paragraph (1) of the Companies
Act, to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. The Company plans torenew the limited liability agreements with each of these candidates provided that their respective reappointments areapproved. If the appointments of the candidates for outside director Yoko Wachi and Masayoshi Miyanaga are approved,
the Company plans to enter into similar limited liability agreements with each candidate.
Pursuant to these agreements, the defined maximum amount of liability for damages is either an amount specified inadvance that is not less than ¥7 million, or an amount as prescribed by laws and regulations, whichever is higher.
The Company has entered into a directors and officers liability insurance agreement insuring all directors. This insurance
policy will cover losses or damage that the insured parties would bear if they were to assume liability for the performanceof their duties or be subject to a claim for the pursuit of such liability.

- 15 -

However, there are grounds for exemptions, including non-coverage of losses or damage caused intentionally or as a resultof gross negligence. Note that the Company bears the full amount of insurance premiums. If each of the candidates for
director is appointed, each will be insured under the insurance agreement, which is to be renewed during their terms ofoffice.
7. Candidates for outside director Shinzo Maeda, Shoichiro Iwata, Hiroko Noda, Yoko Wachi, and Masayoshi Miyanaga
satisfy Tokyo Stock Exchange, Inc.’s requirements for independent officers and the Company’s own requirements forindependence standards. The Company has already submitted or plans to submit notification to the stock exchange
accordingly.

- 16 -