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: 2222
June 4, 2024
Start date of measures for electronic provision: June 1, 2024
To our shareholders,
Seigo Kawagoe, President & CEO

Kotobuki Spirits Co., Ltd.
2028 Hatagasaki, Yonago City, Tottori

Notice of the 72nd Ordinary General Meeting of Shareholders
We are pleased to announce the 72nd Ordinary General Meeting of Shareholders of Kotobuki Spirits Co., Ltd. (the“Company”), which will be held as outlined 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 each of the websites shown below. Please access either of the websites by using the internet address
shown below to review the information.
The Company’s website:
https://www.kotobukispirits.co.jp/ir/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/2222/teiji/ (in Japanese)
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 “Kotobuki Spirits” in “Issue name(company name)” or the Company’s securities code “2222” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic 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 via the internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights
by 5:00 p.m. on Monday, June 24, 2024.

-1-1. Date and time:

Tuesday, June 25, 2024, at 10:00 a.m.
[Reception will be open at 9:00 a.m.]

2. Venue:

International Conference Hall on the 2nd floor of YONAGO CONVENTION CENTER“BIG SHIP”
294 Suehiro-cho, Yonago City, Tottori*Please see the “Guide to the Venue for the General Meeting of Shareholders” at the end (inJapanese).

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the72nd fiscal year (from April 1, 2023 to March 31, 2024)
2. Results of audits of Consolidated Financial Statements for the 72nd fiscal year by the Financial Auditor
and Audit and Supervisory Committee
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

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

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

Proposal No. 4

Determination of Remuneration Due to Granting of Restricted Shares to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company recognizes return of profit to shareholders as a management priority and has a basic policy to strive
to return profit in comprehensive consideration of internal reserves, business performance trends, and the dividend
payout ratio among others to ensure stable return of profit to shareholders over a long term.
In line with this policy, the Company proposes to appropriate surplus for the fiscal year as follows:
1.
2.
3.

Type of dividend property
To be paid in cash.
Allotment of dividend property to shareholders and their aggregate amountThe Company proposes to pay a dividend of ¥28 per common share of the Company.
In this event, the total dividends will be ¥4,356,674,840.
Effective date of dividends of surplus
June 26, 2024

-3-

Proposal No. 2

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

The terms of office of all six currently serving Directors (excluding Directors who are Audit and Supervisory
Committee members; the same applies hereinafter to this proposal) will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Therefore, the Company proposes the election of six Directors.
This proposal has been decided by the Board of Directors in comprehensive consideration of the details of career
profiles of candidates, etc., based on the report from the Nominating and Remuneration Advisory Committee, which
is chaired by an Outside Director and the majority of whose members are Outside Directors. In addition, the Audit
and Supervisory Committee has expressed its opinion that all candidates for Director are suitable for the position.
The candidates for Director 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

Seigo Kawagoe(November 21, 1960)
1

Reelection

Number of theCompany’s shares
ownedJoined the Company, Senior Managing Director

Mar. 1989

Representative Director and Vice President

June 1994

President & CEO (current position)

Significant concurrent positions outside the Company–

Representative Director and Chairman of Sucrey Co., Ltd.
Representative Director and Chairman of KCC Co., Ltd.
Representative Director and President of Junai Inc.

Reasons for nomination as candidate for Director
With the career profile above, he has led the management of the Company as President & CEO for many years sinceJune 1994. His strong leadership based on his extensive experience and broad knowledge will continue to be essential in
the Group management of the Company. Therefore, the Company proposes his election.

Shinji Matsumoto(March 25, 1967)
Reelection
2

Mar. 1990

Joined the Company

July 2004

Manager of Accounting Department

Oct. 2006

Manager in charge of Corporate Planning

June 2010

General Manager of Corporate Planning
Division

June 2012

Director and General Manager of Corporate
Planning Division

June 2022

Managing Director and Executive General
Manager of Group Corporate Management
Division (current position)

83,000 shares

Significant concurrent positions outside the Company
Representative Director and President of KSK Co., Ltd.
Reasons for nomination as candidate for Director
With the career profile above, he has extensive operational experience since joining the Company, including
involvement in accounting and finance and serving as General Manager of the Corporate Planning Division. After
assuming the position of Director in June 2012, he has fulfilled his duties as a Director, including working to strengthen
the Group corporate management. The Company has determined that his extensive experience and broad knowledge
gained throughout his career are indispensable to the Group management of the Company, and therefore proposes hiselection.

-4-

Candidate
no.

Name
(Date of birth)

Masayuki Shirouchi(December 9, 1965)
Reelection
3

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1991

Joined the Company

Feb. 2005

General Manager of Sales Division of
Kujukushima Group Co., Ltd.

Sept. 2006

Managing Director of Tsukiji Chitose Co., Ltd.

Sept. 2012

General Manager of Sales Department of
Kotobuki Seika Co., Ltd.

Apr. 2014

Director and General Manager of Sales
Department

May 2015

Representative Director and President (current
position)

June 2020

Director of the Company (current position)

Number of theCompany’s shares
owned

100,000 shares

Significant concurrent positions outside the Company
Representative Director and President of Kotobuki Seika Co.,
Ltd.
Representative Director and President of Tajima Kotobuki Co.,Ltd.
Reasons for nomination as candidate for Director
With the career profile above, he has served as Director or other position of Group companies since September 2006,
and as Representative Director and President of a major Group company, Kotobuki Seika Co., Ltd. since 2015. The
Company has determined that his extensive experience and broad knowledge gained throughout his career are
indispensable to the Group management of the Company, and therefore proposes his election.

Ryoichi Sakamoto(January 4, 1969)

Nov. 1987

Joined Tajima Kotobuki Co., Ltd.

May 2007Managing Director

May 2009

Managing Director of KCC Co., Ltd.

July 2014

Director and General Manager of Sales
Department of Sucrey Co., Ltd.

Apr. 2017

Senior Managing Director

May 2019

Representative Director and President (current
position)

June 2020

Director of the Company (current position)

Reelection
476,500 shares

Significant concurrent positions outside the Company
Representative Director and President of Sucrey Co., Ltd.
Representative Director and President of Kujukushima Group
Co., Ltd.
Reasons for nomination as candidate for Director
With the career profile above, he has served as Director of Group companies since May 2007, and as Representative
Director and President of a major Group company, Sucrey Co., Ltd. since May 2019. The Company has determined that
his extensive experience and broad knowledge gained throughout his career are indispensable to the Group managementof the Company, and therefore proposes his election.

-5-

Candidate
no.

Name
(Date of birth)

Matsuo Iwata(June 2, 1958)
Reelection
Outside5

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982

Joined Nissan Motor Co., Ltd.

Feb. 1995

Joined Gemini Consulting Japan Co., Ltd.

Oct. 1996

Joined Coca‑Cola (Japan) Company, Limited

July 1999

Managing Executive Officerof Coca Cola Beverage Service Co., Ltd.

Apr. 2001

Representative Director and President of Atlus
Co., Ltd.

June 2003

Managing Executive Officer of
Takara Co., Ltd. (currently TOMY Company,
Ltd.)

Apr. 2005

Representative Director and President ofInforest Co., Ltd.

June 2009

Representative Director and Chief Executive
Officer (CEO) of
Starbucks Coffee Japan Co., Ltd.

June 2012

Outside Director of OOTOYA Holdings Co.,
Ltd.

Oct. 2013

Representative Director and President of
Leadership Consulting Inc. (current position)

May 2014

Outside Director of Tokyo Individualized
Educational Institute, Inc.

June 2015

Director of the Company (current position)

Number of theCompany’s shares
owned

–

Significant concurrent positions outside the Company
Representative Director and President of Leadership Consulting
Inc.
Reasons for nomination as candidate for Outside Director and expected roles
With the career profile above, he has been involved in corporate management for many years. The Company has
determined that he can bring his extensive experience and broad knowledge as a manager, gained throughout his career,to the Company’s management from a neutral and objective standpoint. He has also fulfilled his duties appropriately as
an Outside Director. Therefore, the Company proposes his election as an Outside Director. He is currently an Outside
Director of the Company and will have held this position for nine years at the conclusion of this Ordinary General
Meeting of Shareholders.

-6-Candidate
no.

Name
(Date of birth)

Megumi Yoshimoto(January 5, 1954)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1976

Joined Japan Broadcasting Corporation (NHK)

June 1981

Freelance announcer (current position)

Apr. 2000

Lecturer of NHK Culture Center (current
position)

Apr. 2002

Part-time lecturer of School of Education of
Waseda University, Part-time lecturer ofJumonji University

Apr. 2007

Part-time lecturer of Rissho University for“Special Lectures on the Teaching Profession”(current position)

Apr. 2008

Member of the Steering Committee of theCenter for Accreditation of Laboratory Animal
Care and Use of the Japan Health Sciences
Foundation (currently Japan Pharmaceutical
Information Center) (current position)

Reelection
OutsideApr. 2015

Professor of Department of Literature andCulture, Faculty of Human Life, Jumonji
University

Apr. 2020

Professor of Department of Literature andCulture, Faculty of Education and Humanities

6

June 2021

Director of the Company (current position)

Apr. 2024

Professor Emeritus of Jumonji University(current position)

Number of theCompany’s shares
owned

–

Significant concurrent positions outside the Company
Professor Emeritus of Jumonji University
Reasons for nomination as candidate for Outside Director and expected roles
With the career profile above, she has many years of experience as a broadcaster and as a lecturer or professor at several
universities. The Company has determined that she can bring her extensive experience and broad knowledge as well as
her unique perspective as a woman, to the Company’s management from a neutral and objective standpoint. Therefore,
the Company proposes her election as an Outside Director. Although she has not been directly involved in corporate
management in the past, for the reasons stated above, the Company has determined that she will be able to appropriately
perform her duties as an Outside Director. She is currently an Outside Director of the Company and will have held thisposition for three years at the conclusion of this Ordinary General Meeting of Shareholders.
Notes:

1. There are no special interests between each candidate and the Company.
2. Matsuo Iwata and Megumi Yoshimoto are candidates for Outside Director. The Company has registered Mr. Iwata and
Ms. Yoshimoto as Independent Officers who meet the requirements of the Tokyo Stock Exchange. If they are reelected,
the Company will continue to register them as Independent Officers.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Mr. Iwata and Ms. Yoshimoto to limit their liability for damages to the amount stipulated by laws and regulations.
If the reelection of Mr. Iwata and Ms. Yoshimoto is approved, the Company plans to continue such agreements with them.
4. The Company has entered into a directors and officers liability insurance policy as provided for Article 430-3, paragraph(1) of the Companies Act with an insurance company. The outline of the contents of such insurance policy is describedin “3 Matters Concerning Company Officers (4) Outline of Contents of Directors and Officers Liability Insurance Policy,etc.” in the Business Report. If the election of candidates for Director is approved, they will continue to be included as
insureds under the insurance policy. In addition, the Company plans to renew the insurance policy with the same terms
and conditions at the next renewal.

-7-

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three currently serving Directors who are Audit and Supervisory Committee members will
expire at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes theelection of three Directors who are Audit and Supervisory Committee members.
This proposal has been decided by the Board of Directors in comprehensive consideration of the details of career
profiles of candidates, etc., based on the report from the Nominating and Remuneration Advisory Committee, which
is chaired by an Outside Director and the majority of whose members are Outside Directors.
In addition, the Audit and Supervisory Committee has given its consent to this proposal.
The candidates for Director who is an Audit and Supervisory Committee member are as follows:
Candidateno.

Name(Date of birth)

Masamichi Yamane(November 25, 1956)
Reelection
1

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1990

Joined the Company

June 2002

Manager of General Affairs Department

Oct. 2006

General Manager of General Affairs Division of
Kotobuki Seika Co., Ltd.

Apr. 2010

Manager in charge of General Affairs of theCompany

June 2010

Director and Executive General Manager ofGroup Corporate Management Division

June 2012

Director and General Manager of Administrative
Division

June 2022

Director (Full-time Audit and Supervisory
Committee member) (current position)

Number of theCompany’s shares
owned

92,100 shares

Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee member
With the career profile above, he has extensive operational experience since joining the Company, including
involvement in labor and personnel affairs and serving as General Manager of General Affairs Division. After assuming
the position of Director in June 2010, he has fulfilled his duties as a Director, including working to strengthen thecompliance and Group management departments. The Company has determined that he can conduct highly effective
audits by utilizing his extensive experience and broad knowledge gained throughout his career, and therefore proposes
his election as a Director who is an Audit and Supervisory Committee member.

Yasuhiro Tanaka(August 8, 1963)
Reelection
OutsideApr. 1990

Joined Yasuharu Tanaka Tax Accountant Office(currently Tanaka Tax Accountant Office)June 2003

Senior Partner of Tanaka Tax Accountant Office(current position)

June 2016

Director of the Company (Audit andSupervisory Committee member) (current
position)–

Significant concurrent positions outside the Company
Senior Partner of Tanaka Tax Accountant Office2

Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee member andexpected roles
He has expert knowledge and extensive experience in finance and accounting as a certified tax accountant. The
Company has determined that he can bring such knowledge and experience to the Company’s management from aneutral and objective standpoint. He has also fulfilled his duties appropriately as an Outside Director who is an Audit
and Supervisory Committee member. Therefore, the Company proposes his election as an Outside Director who is an
Audit and Supervisory Committee member. Although he has not been directly involved in corporate management in thepast, for the reasons stated above, the Company has determined that he will be able to appropriately perform his duties
as an Outside Director who is an Audit and Supervisory Committee member. He is currently an Outside Director who is
an Audit and Supervisory Committee member of the Company and will have held this position for eight years at theconclusion of this Ordinary General Meeting of Shareholders.

-8-Candidate
no.

Name
(Date of birth)

Keiko Ueda
(January 21, 1976)
New election
Outside3

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1999

Joined Dai-ichi Mutual Life Insurance Company(currently The Dai-ichi Life Insurance
Company, Limited)Nov. 2008

Legal apprentice at The Legal Training andResearch Institute of Japan

Jan. 2010

Registered as attorney at law (Tokyo Bar
Association)
Joined Nakamura Sogo Law Firm

Jan. 2013

Partner of Umemoto, Kurihara, and Ueda
Partners (currently Kyobashi-Takaracho
Partners) (current position)

Aug. 2016

Director of Habilis Japan (current position)

Mar. 2024

Outside Audit & Supervisory Board Member of
NIHON TECHNO CO., LTD. (current position)

Number of theCompany’s shares
owned

–

Significant concurrent positions outside the Company
Partner of Kyobashi-Takaracho Partners
Director of Habilis Japan
Outside Audit & Supervisory Board Member of NIHONTECHNO CO., LTD.
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee member andexpected roles
She has expert knowledge and extensive experience in legal affairs as an attorney at law. The Company has determinedthat she can bring such knowledge and experience as well as her unique perspective as a woman to the Company’s
management from a neutral and objective standpoint. Therefore, the Company proposes her election as an Outside
Director who is an Audit and Supervisory Committee member. Although she has not been directly involved in corporate
management in the past, for the reasons stated above, the Company has determined that she will be able to appropriately
perform her duties as an Outside Director who is an Audit and Supervisory Committee member.
Notes:

1. There are no special interests between each candidate and the Company.
2. The legal name of Keiko Ueda in her family register is Keiko Kawasaki.
3. Yasuhiro Tanaka and Keiko Ueda are candidates for Outside Director. The Company has registered Mr. Tanaka as an
Independent Officer who meets the requirements of the Tokyo Stock Exchange. The Company will continue to register
him as an Independent Officer if he is reelected. Moreover, the Company plans to register Ms. Ueda as an Independent
Officer who meets the requirements of the Tokyo Stock Exchange if she is elected.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Mr. Tanaka to limit his liability for damages to the amount stipulated by laws and regulations. The Company plans
to continue such agreements with Mr. Tanaka if his reelection is approved. The Company plans to enter into a limited
liability agreement of the similar content with Ms. Ueda if she is elected.
5. The Company has entered into a directors and officers liability insurance policy as provided for Article 430-3, paragraph(1) of the Companies Act with an insurance company. The outline of the contents of such insurance policy is describedin “3 Matters Concerning Company Officers (4) Outline of Contents of Directors and Officers Liability Insurance Policy,etc.” in the Business Report. If the election of candidates for Director who is an Audit and Supervisory Committee
member is approved, they will be included as insureds under the insurance policy. In addition, the Company plans torenew the insurance policy with the same terms and conditions at the next renewal.

-9-Proposal No. 4

Determination of Remuneration Due to Granting of Restricted Shares to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)

With regard to the amount of remuneration, etc., for Directors (excluding Directors who are Audit and Supervisory
Committee members) of the Company, it was approved at the 64th Ordinary General Meeting of Shareholders heldon June 28, 2016, in which the annual remuneration, etc., shall be not more than 300 million yen (or 25 million yen
for Outside Directors; excluding employee salaries of Directors who concurrently serve as employees).
The Company hereby proposes the delivery of additional remuneration to grant restricted shares, which is a separate
remuneration from the one previously mentioned, to Directors (excluding Directors who are Audit and Supervisory
Committee members and Outside Directors) of the Company (“Eligible Directors”) to provide them an incentive tosustainably increase the Company’s corporate value and further promote shared value between shareholders andthem as part of the revision to its remuneration package for Directors.
The remuneration to be delivered to Eligible Directors to grant restricted shares based on this proposal shall bemonetary claims, and the total amount of such claims shall be within the annual amount of 60 million yen (excluding
employee salaries of Directors who concurrently serve as employees). The Board of Directors shall determine thespecific time of delivery and allocation of such remuneration to each Eligible Director.
The current number of Eligible Directors is four. Even if Proposal Nos. 2 and 3 are approved as originally proposed,
this number shall remain the same.
Furthermore, based on a resolution of the Board of Directors of the Company, Eligible Directors shall pay in all
monetary claims provided to them under this proposal, as property contributed in kind, and in return, shall receive
the issuance or disposal of common shares of the Company. The total number of common shares of the Company
to be issued or disposed of through this process shall be at most 40,000 shares per year (however, if, on or after thedate of approval and resolution of this proposal, the Company conducts share splits of common shares of theCompany (including allotment of common shares of the Company without contribution), consolidation of suchshares, or in any other event in which the total number of common shares of the Company to be issued or disposedof as restricted shares requires adjustment, said total number shall be adjusted within a reasonable range).
The amount to be paid per allotted share shall be determined by the Board of Directors based on the closing priceof the Company’s common shares on the Tokyo Stock Exchange on the business day immediately before each dateof resolution by the Board of Directors (if there is no closing price on such date, the closing price on the closest
preceding trading day) within the extent that the amount will not be particularly advantageous to Eligible Directors
who subscribe the Company’s common shares. For the issuance or disposal of the common shares of the Company
and the delivery of monetary claims paid in the form of property contributed in kind, an agreement on allotment ofshares with transfer restrictions that includes the provisions summarized as follows (the “Allotment Agreement”)
shall be entered into between the Company and each Eligible Director. The maximum amount of remuneration under
this proposal, the total number of common shares of the Company to be issued or disposed of, and other conditions
for granting restricted shares to Eligible Directors based on this proposal have been determined considering the
aforementioned purposes, the business conditions at the Company, the policy for determining the content of
remuneration, etc., for each individual Director (if this proposal is approved and adopted, the policy will be revised
to reflect the information specified in the [Reference 2] section as follows to align with the approved details) andother various circumstances, and are considered appropriate.
Moreover, if this proposal is approved and adopted as originally proposed at this Ordinary General Meeting of
Shareholders, the Company plans to introduce a similar restricted shares remuneration system for Directors of theCompany’s subsidiaries.
[Outline of Details of the Allotment Agreement](1) Restriction period
The Eligible Director shall not transfer, create a security interest on, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement (the “Allotted Shares”) for a period of aminimum of three years and a maximum of 60 years from the day when the Director received the allotment
under the Allotment Agreement as predetermined by the Board of Directors of the Company (the “Restriction
Period”). The restrictions described in the preceding sentence will hereinafter be collectively referred to as
the “Transfer Restrictions.”(2) Treatment at resignation or retirement
If an Eligible Director resigns or retires before the Restriction Period expires from the position of officer or
employee of the Company or any of its subsidiaries that was previously determined by the Company’s Boardof Directors, the Company shall automatically acquire such Allotted Shares without contribution unless there
are justifiable grounds for the resignation or retirement from office such as the expiration of the term of
his/her office and death.

- 10 -

(3) Lifting of Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall lift the Transfer Restrictions on all of the
Allotted Shares upon expiration of the Restriction Period, on the condition that the Eligible Director has
remained in the position of director or employee of the Company or any of its subsidiaries that waspreviously determined by the Company’s Board of Directors throughout the Restriction Period. However, if
the Eligible Director resigns or retires from the position designated in (2) above before the expiration of the
Restriction Period due to justifiable grounds as set forth in (2) above such as the expiration of the term of
his/her office and death, the Company shall rationally adjust the number of the Allotted Shares on which theTransfer Restrictions are to be lifted and the timing of lifting as needed. In accordance with the provision
specified above, the Company shall acquire without contribution the Allotted Shares on which the Transfer
Restrictions have not been lifted yet as of the time immediately after the Transfer Restrictions were lifted.
(4) Treatment during reorganization, etc.
Notwithstanding the provisions of (1) above, if, during the Restriction Period, matters relating to a merger
agreement in which the Company is the disappearing company, a share exchange agreement or share transfer
plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. are approvedat the Company’s General Meeting of Shareholders (or at a meeting of its Board of Directors in cases whereapproval at the Company’s General Meeting of Shareholders is not required in relation to the reorganization,etc.), the Company shall lift the Transfer Restrictions on the Allotted Shares with the number of shares thatis reasonably determined considering the period from the start date of the Restriction Period to the date of
approval of the reorganization, etc. prior to the date on which the reorganization, etc. becomes effective, byresolution of the Board of Directors of the Company. In the aforementioned cases, the Company shall acquire
without contribution the Allotted Shares on which the Transfer Restrictions have not been lifted yet as of thetime immediately after the Transfer Restrictions were lifted.
(5) Other matters
The Board of Directors of the Company shall determine other matters concerning the Allotment Agreement.

- 11 -

[Reference 1]
Experience and expertise possessed by the candidates under Proposal Nos. 2 and 3 (skill matrix)(Directors excluding Audit and Supervisory Committee members)Experience and expertise possessed by the Director

Name

Personnel
Corporateaffairs/Labor
Legal affairs/
management/ Finance/Accomanagement/
Risk
Management
untingHumanmanagement
strategy
resource
development

GenderAttributes

Male

Inside Director(full-time)
President &CEO〇

ShinjiMatsumoto

Male

Inside Director(full-time)
Nominating andRemuneration
Advisory
Committee
member〇Masayuki
Shirouchi

Male

Inside Director(full-time)〇〇

Ryoichi
Sakamoto

Male

Inside Director(full-time)〇〇

Matsuo Iwata(Outside)

Male

Outside (parttime)
Chairperson ofNominating andRemuneration
Advisory
Committee〇

Megumi
Yoshimoto(Outside)

Outside (parttime)
Nominating andFemale Remuneration
Advisory
Committee
memberSeigo Kawagoe〇- 12 -〇

Consumer
lives

ESG

〇

〇

〇

〇

〇

〇

〇

〇

〇

(Directors who are Audit and Supervisory Committee members)Experience and expertise possessed by the Director

Name

GenderAttributes

Male

Inside Director(full-time)
Nominating andRemuneration
Advisory
Committee
memberYasuhiro Tanaka
Male(Outside)

Outside (parttime)
Nominating andRemuneration
Advisory
Committee
member

Masamichi
YamaneKeiko Ueda
(Outside)

Personnel
Corporateaffairs/Labor
Legal affairs/
management/ Finance/Accomanagement/
Risk
Management
untingHumanmanagement
strategy
resource
development

〇

〇

〇

Outside (parttime)
Nominating andFemale Remuneration
Advisory
Committee
member〇- 13 -〇

Consumer
lives

ESG

〇

[Reference 2]
Policy for determining individual remuneration, etc., of the Company’s Directors
1. Basic policy
The remuneration system for the Directors (excluding Directors who are Audit and Supervisory Committee
members; the same applies hereinafter) of the Company places maximum emphasis on sustainably increasing
corporate value over the medium to long term, and the Company’s policy when determining the remunerationof individual Directors is to set it at an appropriate level based on the duties and so forth of each Director. The
remuneration system for Directors consists of the basic fixed remuneration (monetary remuneration) and therestricted shares remuneration as medium- to long-term incentives. Outside Directors receive the basic
remuneration only in consideration of the independence of their duties.
2. Policy for determining individual amounts of remuneration, etc., for basic remuneration (monetary
remuneration) (including a policy for determining the time of payment and terms and conditions)(1) The basic remuneration for the Directors of the Company (excluding Outside Directors) is a fixed monthly
remuneration determined through comprehensive consideration, giving weight to positions andcontribution to the Company’s performance based on duties, levels at other companies comparable to thenumber of years worked, the Company’s performance, and levels of employee salaries.
(2) The basic remuneration for Outside Directors is a monthly fixed remuneration determined by considering
duties and responsibilities, levels at other companies, etc.
3. Policy for determining details of non-monetary remuneration, etc., and calculation methods of amounts or
numbers thereof (including a policy for determining the time of payment and terms and conditions)(1) As non-monetary remuneration, the Company shall provide the restricted shares remuneration to Directors
to provide them an incentive to sustainably increase the Company’s corporate value and further promoteshared value between shareholders and them.
(2) The specific number of restricted shares remuneration provided shall be determined by considering each
Director’s position and responsibilities. The Board of Directors shall resolve the number of individually
allotted shares, and the remuneration shall be provided at a certain time every year.
4. Method of determining details of individual remuneration, etc., of Directors
To determine the amount of individual remuneration of Directors, the Representative Director creates a proposal
in comprehensive consideration of the amounts of the basic and non-monetary remuneration for each Director
and their percentages based on the aforementioned policy within the remuneration limit for Directors resolved
at the General Meeting of Shareholders. Then, the Board of Directors receives a report on the deliberation of the
proposal by the Nominating and Remuneration Advisory Committee, having heard the opinion of the Audit andSupervisory Committee in advance, and deliberates on the proposal to make a decision.

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