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 7522
June 10, 2022
To Our Shareholders
Miki Watanabe
Representative Director, Chairman, and President
Watami Co., Ltd.
1-1-3, Haneda, Ota-ku, Tokyo, Japan

Notice of the 36th Annual General Meeting of Shareholders
Notice is hereby given that the 36th Annual General Meeting of Shareholders of Watami Co., Ltd. (the “Company”)
will be held on Sunday, June 26 as follows. This year again, in order to prevent infection and spread of the novel
coronavirus (COVID-19), we will hold the meeting with a limited number of seats in consideration of the safety of
our shareholders. We urge shareholders to exercise their voting rights in writing or via the Internet in advanceof this annual general meeting of shareholders as much as possible, and to refrain from coming to the meetingon the day regardless of their health condition. Please note that a video of the annual general meeting ofshareholders will be available on our website at a later date.
In order to shorten the time required for the meeting, we will omit reports (including the Audit Report) and detailed
explanations of agenda items at the venue. We appreciate your understanding and cooperation.
Please review the Reference Documents for the General Meeting of Shareholders shown below and exercise
your voting rights in accordance with the “Information on Exercise of Voting Rights” (in Japanese only) by
6:00 p.m. on Friday, June 24, 2022.
No souvenirs will be provided for shareholders attending the Annual General Meeting of Shareholders.
Thank you for your understanding.
1. Date and time
2. Venue

Sunday, June 26, 2022; 10:00 a.m. (registration is scheduled to begin at 9:15 a.m.)
Watami Co., Ltd. Headquarters 8th Floor
1-1-3, Haneda, Ota-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and the audit results of the financial auditor andthe Audit and Supervisory Committee on the Consolidated Financial Statements for the 36th Fiscal Year(from April 1, 2021 to March 31, 2022)
2. Non-consolidated Financial Statements for the 36th Fiscal Year (from April 1, 2021 to March 31, 2022)
Matters to be resolved
Proposal 1
Appropriation of Surplus
Proposal 2
Amendment to the Articles of Incorporation
Proposal 3
Election of Three Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 4
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal 5
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member-

For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
Only shareholders who have registered in advance will be admitted to the venue. Please note that accompanying persons will not
be admitted.
The following items have been posted on the Company’s website (https://www.watami.co.jp/) (in Japanese only), in accordancewith the provisions of relevant laws and regulations and Article 16 of the Company’s Articles of Incorporation. As a consequence,
the relevant documents are not included in the attached documents to the Notice.
1.
Status of shares and share acquisition rights, etc. in the Business Report

-1-

-

2.
Consolidated Statement of Changes in Equity in the Consolidated Financial Statements
3.
Notes to Consolidated Financial Statements in the Consolidated Financial Statements
4.
Non-consolidated Statement of Changes in Equity in the Non-consolidated Financial Statements
5.
Notes to Non-consolidated Financial Statements in the Non-consolidated Financial Statements
Accordingly, the documents provided in this Notice of Convocation are a part of the Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee in preparing the Audit
Report, and a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the financial
auditor in preparing the Financial Audit Report.
If revisions to the contents of the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements are required, the Company shall publish a
notification on the Company’s website noted above (in Japanese only).

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Reference Documents for the General Meeting of Shareholders
Proposal 1

Appropriation of Surplus

Regarding the distribution of surplus for the current fiscal year, since net profit attributable to owners of parent for
the fiscal year under review was in the red, the Company sincerely regrets to announce that it will pay no dividend
for the ordinary shares, and that it proposes to pay a year-end dividend for the Class A preferred shares for the fiscal
year under review based on the prescribed amount as stipulated in the Articles of Incorporation and the Class A
Preferred Shares Issuance Guideline.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount
Per Class A preferred share of the Company: 3,035,616.44 yen
Total amount of Class A preferred share dividends: 364,273,972 yen
Total dividends: 364,273,972 yen(3) Effective date of dividends of surplus
June 27, 2022

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Proposal 2
1.

Amendment to the Articles of Incorporation

Reason for the amendments
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i)Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(ii) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested
the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2.

Details of the amendments
The details of the amendments are as follows. The amendments to the Articles of Incorporation in this proposal
shall become effective as of the close of this General Meeting of Shareholders.
(The amendments to the Articles of Incorporation are underlined.)
Current Articles of Incorporation

Proposed amendments

Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)(Deleted)

When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, non-consolidated financial
statements and consolidated financial statements through theinternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(Newly established)

Article 16 (Measures, etc. for Providing Information inElectronic Format)(1) When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
(2) Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-4-Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)1.

The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the current Articles of Incorporationand the establishment of the proposed amendments of Article
16 (Measures for Providing Information in Electronic
Format, Etc.) shall be effective from the date of enforcementof the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019
Web Meeting) (hereinafter referred to as the “Date of
Enforcement”).

2.

Notwithstanding the provision of the preceding paragraph,
Article 16 of the current Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held on a date within six months from the Dateof Enforcement.

3.

These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

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Proposal 3

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

The terms of office of all three Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of three Directors.
As a result of the deliberation by the Audit and Supervisory Committee, it has been determined that the candidates
for this proposal are suitable for the position.
The candidates for Directors are as follows.
Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
May 1986

Mar. 2001

Mar. 2003

June 2009
Nov. 20101

Miki Watanabe(October 5, 1959)

Established Watami Shoji Co., Ltd.,
Representative Director
Established Watami Corporation (currently
Watami Co., Ltd.)
Representative Director and President
Representative, School Aid Japan (specified
non-profit organization) (currently School Aid
Japan (public interest foundation)) (current
position)
Chairman of the Board, Ikubunkan Educational
Corporation (currently Ikubunkan Institute of
Education) (current position)
Representative Director, Chairman, and CEO of
the Company
Chairman of the Board, Minna no Yume wo
Kanaeru Kai (specified non-profit corporation)(currently Minna no Yume wo Kanaeru Kai(public interest incorporated foundation))(current position)

Feb. 2011
May 2011

Director and Chief Advisor of the Company
Director and Chairman (part-time)

June 2011

Counselor of Reconstruction Measures, City of
Rikuzentakata, Iwate Prefecture (current
position)
President, Save Earth Foundation (public
interest incorporated foundation) (current
position)

June 2013

July 2013
Sept. 2019

Member of the House of Councilors
Representative Director and Chairman of theCompany and Group CEO

Mar. 2021

Member of the Reconstruction Promotion
Committee, Reconstruction Agency (current
position)
Representative Director, Chairman, andPresident of the Company (current position)

Oct. 2021

Number of theCompany’s shares
owned

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- sharesCandidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned[Reasons for selection as a candidate]
As the founder of the Company, he has built the Watami Group into what it is today. He has led the Company’s
management for many years, and has been involved in numerous businesses, including food service, nursing care,home-delivered meals, agriculture, and the environment, establishing a unique “sixth industry model” and achieving
many successes.
In addition to his involvement in national politics as a member of the House of Councilors, he has held a number ofimportant positions, including director of the Japan Business Federation, member of the government’s Education
Rebuilding Council, counselor of City of Rikuzentakata in Iwate Prefecture, and member of the Reconstruction
Agency’s Reconstruction Promotion Committee. The Company has nominated him as a candidate for the position of
Director, based on its judgment that he, with a wealth of knowledge, experience, and achievements, is familiar withvarious issues in corporate management, and is indispensable for enhancing the management decision-making functionof the Board of Directors and the supervisory function of business execution, and improving the medium- to long-term
corporate value of the Watami Group.

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Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1991
Aug. 1997
Aug. 2003
Sept. 2005
Apr. 2006
June 2009

Nov. 2012

Oct. 2014
Kuniaki Shimizu(June 1, 1970)
Mar. 20152
Apr. 2015
June 2015
Dec. 2015
Dec. 2015
Oct. 2021
Apr. 2022

Joined the Company
General Manager of East Japan Division
Executive Officer and General Manager of
Gohan Business Division
Director of R No Kaigo Inc.
Representative Director and President of
Watami no Kaigo Co., Ltd.
Director of the Company and Representative
Director and President of Watami no Kaigo Co.,Ltd.
Managing Director of the Company and
Representative Director and President of
Watami no Kaigo Co., Ltd.
Managing Director of the Company and
Representative Director and President of
Watami Food Service Co., Ltd.
Representative Director and President of theCompany and Representative Director andPresident of Watami Food Systems Co., Ltd.
Director of Watami International Company
Limited (current position)
Director of Watami Energy Co, Ltd. (current
position)
Outside Director of SOMPO Care Next Inc.
Representative Director, President and COO of
the Company
Representative Director, Vice President andGeneral Manager of HR Development Division
Representative Director and Vice President(current position)

Number of theCompany’s shares
owned

38,535 shares[Reasons for selection as a candidate]
He has served as Representative Director and President of some subsidiaries in the restaurant business and subsidiaries
in the nursing care business, and currently serves as Representative Director and Vice President of the Company.
Through his roles, he has a wealth of experience and achievements, including leading efforts to achieve growth andimprove the performance of the Watami Group’s businesses. The Company has nominated him as a candidate for the
position of Director based on its judgment that he can contribute to the enhancement of the Watami Group’s corporate
value over the medium- to long term in accordance with the Watami Group’s corporate philosophy.

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Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2011
Aug. 2012
Oct. 2016
May 2018

Shoya Watanabe(December 17, 1987)

June 2018
Jan. 2020
June 2020

Apr. 2021
3

Joined Mirabaud (Asia) limited
Joined the Company
Joined Suntory Spirits Ltd.
Received Master of Business Administration(MBA) from McGill University
Beam Suntory, Inc. (Chicago)
Executive Officer and General Manager ofOverseas Business Division of the Company
Director, Senior Executive Officer and General
Manager of Overseas Food Service Business
Division
Director, CFO, Senior Executive Officer, andGeneral Manager of Overseas Business
Division
Director, CFO (current position)

Number of theCompany’s sharesowned

7,900 shares

Apr. 2022[Reasons for selection as a candidate]
He joined the Company in 2012 after working at a foreign financial institution, focusing on analysis of hedge funds andother financial products. He has worked across the board in accounting, sales, store development, and corporate
planning. He worked as a Scotch whisky brand manager at Suntory Spirits Ltd. in 2016, and as a member of the Jim
Beam brand team at Beam Suntory, Inc. Chicago as the only Japanese member in 2018. Through such experience, hedeveloped a sense of international corporate management. He received an MBA from McGill University around thesame time. Since January 2020, as General Manager of the Overseas Business Division, he had used his knowledge andexperience to make a significant contribution to the establishment and development of the Company’s overseas
strategy. He was elected as a Director in June 2020, and has been fulfilling his duties as Director, CFO since April 2021.
He has been nominated as a candidate for Director, based on the Company’s judgment that he has sufficientqualifications and abilities in corporate management, as well as that he is a person necessary for the new corporate
strategy of the Group.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. 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, which is scheduled to be renewed in October 2022. Each of thecurrent Director who are candidates for Director is already insured under the said policy, and will continue to be insured
under the said policy in the event that they are reappointed as Directors of the Company. The insurance policy is designed
to cover damages incurred by the insured in the event that the insured is sued for damages during the insurance period due
to acts (including omissions) committed by the insured in the course of his/her duties as an officer of the Company, andthe insured will be liable for damages and litigation expenses.

-9-Proposal 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three currently serving as Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this General Meeting of Shareholders.
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 this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows.
Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987
Apr. 2008
Apr. 2010
May 2011*
Toshinari Hitsuka(August 22, 1964)1

May 2012
Apr. 2014
Apr. 2016
Apr. 2017

2

Joined The Bank of Yokohama, Ltd.
General Manager of Kiryu Branch
General Manager of Corporate Planning
Department
Chief Secretariat of Business Division Head
Office, Sales Management Department
General Manager of Kanazawa Branch
General Manager of Nakayama Branch
General Manager of Human Resource
Department
General Manager of Risk Management
Department
President of Hamagin Research Institute, Ltd.

Number of theCompany’s shares
owned- shares

Apr. 2019[Reasons for selection as a candidate]
He has been nominated as a candidate for Director who is an Audit and Supervisory Committee Member based on his
extensive knowledge of finance and accounting through his many years of experience in corporate finance at a bank andmanagement of a think tank, and because the Company expects him to contribute to ensuring sound management of theCompany.
July 1976
Joined Wacoal Corp.
Apr. 1992
Representative Director, and President of
Wacoal Singapore Private Limited
Apr. 2007
Corporate Officer, General Manager of WestJapan Sales, Brand Business Division, Wacoal
Corp.
Apr. 2008
Managing Corporate Officer, General Manager
of East Japan Sales Division, Brand Business
Division
Apr. 2011
Director, Senior Managing Corporate Officer,
General Manager of Wacoal Brand BusinessYasuyuki Nakatsutsumi- shares
Division(August 25, 1952)
Apr. 2014
Director, Executive Vice President, in charge ofDomestic Sales
June 2016
Outside Director of the Company
Aug. 2016
Director, Managing Executive Officer ofNishikawa Sangyo Co., Ltd.
June 2018
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)Mar. 2019
Assistant to President of Fukusuke Corporation(current position)[Reasons for selection as a candidate]
Based on his extensive experience and knowledge of corporate management, he has actively spoken at meetings of theBoard of Directors and played an appropriate role in supervising the execution of business as an Outside Director.
He has been involved in the management of the Company as an Outside Director since June 2016, and we havenominated him as a candidate for Director who is an Audit and Supervisory Committee Member, expecting that he willcontribute to ensuring the soundness of the Company’s management by continuing to participate in the Company’s
management from his position as an Audit and Supervisory Committee Member.

- 10 -

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Aug. 1995
May 2002
Apr. 2007
Apr. 2010
June 2012
Apr. 2014
Aug. 2015

Oct. 2015

June 2016

Mar. 20183*
Minako Ohishi(March 7, 1957)

Oct. 2018
Feb. 2019Feb. 2019

Apr. 2019

Apr. 2019

June 2019
Sept. 2019
Sept. 2019

Apr. 2020

June 2021
Apr. 2022

Number of theCompany’s shares
owned

Yamaguchi Prefectural Shimonoseki Daiichi
High School, Homemaking Class Teacher
Consumer Assistance & Support of Japan Dairy
Industry Association
Consultation Office of No-rinse Rice
Association, Toyo Seimai Seisakujo Co., Ltd.
NPO National Association of Unwashed Rice,Part-time consultant
Part-time lecturer of home economics,
Kirigaoka High School
Director of Nippon Association of Consumer
Specialists
Director of Sustainability Forum Japan (current
position)
Member of Advisory Committee for Natural
Resources and Energy, Ministry of Economy,
Trade and Industry (current position)
Temporary Member of Industrial Structure
Council, Ministry of Economy, Trade andIndustry (current position)
Representative Director and Vice Chairman of
Nippon Association of Consumer Specialists(current position) (Note 9)
Member of Procurement Price Calculation
Committee, Ministry of Economy, Trade andIndustry (current position)
Member of Tokyo Metropolitan Government
Waste Management Council (current position)
Temporary Member of Central Environment
Council, Ministry of the Environment (current
position)
Temporary Member of Transport Policy,
Ministry of Land, Infrastructure, Transport andTourism (current position)Councilor of the Organization for Crossregional Coordination of Transmission
Operators, JAPAN (current position)Councilor of Sustainable Green Ecosystem
Council/ PEFG National Governing Body inJapan (current position)
Director, National Association of Consumers
Organizations (current position)
Member of Consumer Commission, Cabinet
Office (current position)
Member of Yokohama City Council for
Promotion of Waste Reduction and Recycling(current position)
Member of Judgment Committee, Consumer
Product Liability Center, Japan Product Safety
Association (current position)
Director of Japan Foundation for Advancing
Auto Recycling (current position)
Auditor of 3R SUISHINKYOGIKAI (current
position)- 11 -- sharesCandidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned[Reasons for selection as a candidate]
Although Minako Ohishi has never been directly involved in corporate management, she has abundant experience andknowledge of consumer issues, SDGs, and ESG issues through her work on various social issues at the Nippon
Association of Consumer Specialists and public organizations, including policy planning and 3R promotion from theconsumer’s viewpoint. We have nominated her as a candidate for Director who is an Audit and Supervisory Committee
Member as we expect that she will contribute to ensuring the soundness of the Company’s management.
(Notes) 1. New candidates for Director are indicated by an asterisk (*).
2. There is no special interest between any of the candidates and the Company.
3. Toshinari Hitsuka, Yasuyuki Nakatsutsumi, and Minako Ohishi are candidates for Outside Directors who are Audit andSupervisory Committee Members.
4. The Company has entered into an agreement with Yasuyuki Nakatsutsumi, pursuant to Article 427, paragraph (1) of theCompanies Act, to limit his liability for damages under Article 423, paragraph (1) of the same act. The maximum amountof liability for damages under the said agreement is the minimum liability amount stipulated in Article 425, paragraph (1)of the Companies Act. If the election of Yasuyuki Nakatsutsumi as Director who is Audit and Supervisory Committee
Member is approved, the Company plans to continue the said agreement with him. If this proposal is approved andToshinari Hitsuka and Minako Ohishi are appointed as Directors who are Audit and Supervisory Committee Members,
the Company plans to enter into the same liability limitation agreement with each of them as described above.
5. Yasuyuki Nakatsutsumi is currently a Director who is Audit and Supervisory Committee Member of the Company and his
term of office will be four years at the conclusion of this General Meeting of Shareholders.
6. Toshinari Hitsuka has been an executive officer of The Bank of Yokohama, Ltd., a specified related party (major business
partner) of the Company, for the past ten years. His position and responsibilities are as stated in the “Career summary,position and responsibility in the Company, and significant concurrent positions outside the Company” column above.
7. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Yasuyuki Nakatsutsumi has been designatedas an independent officer as provided for by the aforementioned exchange. If his election as a Director who is Audit andSupervisory Committee Member is approved, the Company will continue to appoint him as an Independent Director.
Additionally, if the election of Minako Ohishi as a Director who is Audit and Supervisory Committee Member is approved,
the Company will submit notification to the Tokyo Stock Exchange to designate her as an Independent Director as
stipulated in the Tokyo Stock Exchange’s regulations.
8. 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, which is scheduled to be renewed in October 2022. Subject to theapproval of this proposal, the candidates will be included as insured under the policy. The insurance policy is designed tocover damages incurred by the insured in the event that the insured is sued for damages during the insurance period due
to acts (including omissions) committed by the insured in the course of his/her duties as an officer of the Company, andthe insured will be liable for damages and litigation expenses.
9. She is scheduled to retire as Representative Director and Vice Chairman on June 11, 2022 and serve as a Consumer Affairs
Advisor.

- 12 -

Proposal 5

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

The Company proposes the election of one substitute Director who is an Audit and Supervisory Committee Member
to be ready to fill the vacancy in the number of Directors who are Audit and Supervisory Committee Members
stipulated in laws and regulations.
In addition, the consent of the Audit and Supervisory Committee has been obtained for 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)
Takafumi Kiyonaga(October 19, 1967)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1995

Registered as an attorney at law (Daini Tokyo Bar
Association)
Joined Nozomi Sogo Attorneys at Law (current position)

Number of theCompany’s shares
owned- shares[Reasons for selection as a candidate]
Although Takafumi Kiyonaga has never been directly involved in corporate management, he is well versed in corporate legal affairs
as a lawyer and has sufficient insight to govern corporate management. Therefore, we expect that he will contribute to ensuring thesoundness of the Company’s management, and have nominated him as a candidate for substitute Director who is an Audit andSupervisory Committee Member.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Takafumi Kiyonaga is a candidate for substitute Director who is an Audit and Supervisory Committee Member.
3. If this proposal is approved and Takafumi Kiyonaga is appointed as Director who is an Audit and Supervisory Committee
Member, the Company will enter into an agreement with him to limit his liability for damages under Article 423, paragraph
1 of the Companies Act, pursuant to Article 427, paragraph (1) of the said Act. The maximum amount of liability fordamages under such agreement shall be the minimum liability amount stipulated in Article 425, paragraph (1) of theCompanies Act.
4. The Company has concluded a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act, which is scheduled to be renewed in October 2022. If this proposal isapproved and Takafumi Kiyonaga is appointed as Director who is an Audit and Supervisory Committee Member, he will
become an insured under such insurance policy. The insurance policy will cover damages incurred by the insured in theevent that the insured is sued for damages during the insurance period due to acts (including omissions) committed by the
insured in the course of their duties as an officer of the Company.

- 13 -