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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1847)
June 11, 2020
To Shareholders with Voting Rights:
Hiroyuki Hasegawa
President and Representative Director
ICHIKEN Co., Ltd.
1-1-1, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 94TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
It is our pleasure to inform you that the 94th Annual General Meeting of Shareholders of ICHIKEN Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
Considering the impact of the novel coronavirus disease, we request all shareholders, regardless of theirstate of health, to refrain where possible from attending the meeting in person, and exercise their voting rights
in advance by either of the methods described below.
[Exercising your voting rights by mail (in writing)]
Please review “Exercising your voting rights by mail” on page 3 of the Japanese version of this document
and indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form, and have itdelivered to the Company by 6:00 p.m. Japan time on Thursday, June 25, 2020.
[Exercising your voting rights by electromagnetic means (via the Internet)]
Please review “Exercising your voting rights via the Internet” on page 4 of the Japanese version of thisdocument and exercise your voting rights by 6:00 p.m. Japan time on Thursday, June 25, 2020.
1. Date and Time:

Friday, June 26, 2020 at 10:00 a.m. Japan time (Reception begins at 9:00 a.m.)

2. Place:“Rose Room,” 2F, Annex Building of Shiba Park Hotel
1-5-10, Shibakoen, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report and Non-consolidated Financial Statements for theCompany’s 94th Fiscal Year (April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
4. Matters Determined on the Exercise of Voting Rights:(1) If there is no indication of a vote for or against any proposal on the Voting Rights Exercise Form
mailed to the Company, it shall be treated as an indication of consent for the proposal.
(2) If voting rights are exercised both by mail and via the Internet, the vote exercised via the Internet
shall be treated as the valid exercise of voting rights.

-1-(3) If voting rights are exercised multiple times via the Internet, the final vote exercised during theexercise period shall be treated as the valid exercise of voting rights. In addition, if voting rights
are exercised in duplicate using a PC, smartphone or mobile phone, the final vote exercised
during the exercise period shall be treated as the valid exercise of voting rights.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please bring the enclosed Voting Rights Exercise Form and submit it at thereception desk.
◎ Of the documents to be attached to this Notice, Notes to Non-consolidated Financial Statements areposted on the Company’s website (http://www.ichiken.co.jp) in accordance with provisions of laws andregulations as well as Article 18 of the Company’s Articles of Incorporation and therefore are notincluded in the attached document of this Notice. Accordingly, the Non-consolidated Financial
Statements included in this Notice are part of the Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board Members when preparing the respective audit
report.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report, andNon-consolidated Financial Statements require revisions, the details of revisions will be posted on the
Company’s website (http://www.ichiken.co.jp).
◎ Please wear a mask if you attend the General Meeting of Shareholders in person.
◎ The body temperature of attendees will be measured at the entrance to the General Meeting of
Shareholders venue. Attendees may be refused entry into the venue depending on the results of themeasurement. We request your understanding in this matter.
◎ There may be insufficient seating at the General Meeting of Shareholders venue, due to the need to spaceseats widely, and attendees may be refused entry. We request your understanding in this matter.

-2-

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

Appropriation of Surplus

The Company focuses on enhancing corporate value through business growth and expansion and morestabilized financial position as well as stable distribution of dividends as a direct profit return to shareholders,and as its basic policy on shareholder returns, the Company will decide on profit distribution by consideringenhancement of internal reserves in preparation for future growth and expansion.
The year-end dividend for this fiscal year shall be 90 yen per share, comprising an ordinary dividend of
80 yen per share, unchanged from the year-end dividend for the previous fiscal year based on the above basic
policy and business results of the year, and a commemorative dividend of 10 yen per share to celebrate the90th anniversary of the Company’s founding in June 2020, as follows.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
90 yen per share of common stock of the Company (comprising an ordinary dividend of 80 yen per shareand a commemorative dividend of 10 yen per share)
Total amount: 652,901,850 yen(3) Effective date for distribution of dividends from surplus:
June 29, 2020-3-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the closing of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of seven (7) Directors.
The candidates for Directors are as follows.

[Reference] List of candidates

No.

Name

Date of birth

Current positions
and responsibilities
at the Company
President andRepresentative
Director, Executive
Officer
Director and Senior
Managing Executive
Officer
General Manager of
Administration
Division
Director andManaging Executive
Officer
General Manager ofTechnology Division
Director andManaging Executive
Officer
General Manager ofBusiness Division1

Reelection

Hiroyuki Hasegawa

February 4,
1960

2

Reelection

Hideo Nishide

January 21,
1954

3

Reelection

Hideaki Sasa

April 2, 1954

4

Reelection

Tomoharu
Yunokuchi

December 16,
1957

5

Reelection
OutsideSusumu Fujita

December 23,
1956

Director

6

Reelection
OutsideIndependent

Hideaki Takeuchi

May 11, 1959

Director

7

Reelection
OutsideIndependent

Shunji Ichiji

July 29, 1963

Director-4-

Attendance at theBoard ofDirectors
meetings(Attendance rate)
14 out of 14
meetings(100%)

14 out of 14
meetings(100%)

11 out of 11
meetings(100%)

11 out of 11
meetings(100%)
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
12 out of 14
meetings
(85%)

No.

Name
(Date of birth)

Hiroyuki Hasegawa(February 4, 1960)[Reelection]

1

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
June 2001
June 2002
April 2005
April 2007

[Attendance at theBoard of Directors
April 2011
meetings]
14 out of 14 meetings
June 2014(100%)
June 2015

Joined the Company
Director, Acting General Manager of Kansai Branch
Director, General Manager of Kansai Headquarters and Kobe
Head Office
Managing Director, General Manager of Kansai Headquarters
and Kobe Head OfficeDirector and Managing Executive Officer, Deputy General
Manager of Business Headquarters and General Manager ofKanto Headquarters
Director and Managing Executive Officer, General Manager ofTokyo Branch
Director and Senior Managing Executive Officer, General
Manager of Business Promotion Division
President and Representative Director, Executive Officer (topresent)

Number ofshares of theCompany held

6,000

[Reason for nomination as candidate for Director]
The candidate has served as a Director of the Company for many years, holding positions including a person responsible
for supervising each branch, and has served as President and Representative Director since June 2015. He has a wide range
of knowledge and experience in overall business operations of the Company as well as deep insight and track records inbusiness management and therefore, the Company nominated him as a candidate for Director because we believe that he isqualified to decide important business execution and supervise execution of duties of Directors.
April 1977
June 2004
April 2005

2

Hideo Nishide(January 21, 1954)

April 2007

[Reelection]

April 2008

[Attendance at the May 2011
Board of Directors
June 2015
meetings]
14 out of 14 meetings
June 2017(100%)
June 2019

Joined The Daiei, Inc.
Deputy General Manager of Financial Division
President and Representative Director, Japan Distribution
Leasing Corporation
Joined the Company
Deputy General Manager of Administration Division
Executive Officer, Deputy General Manager of Administration
Division
Executive Officer, General Manager of Administration
Division
Director and Executive Officer, General Manager of
Administration Division
Director and Managing Executive Officer, General Manager of
Administration Division
Director and Senior Managing Executive Officer, General
Manager of Administration Division (to present)

2,000[Reason for nomination as candidate for Director]
The candidate has engaged in finance and accounting operations for many years and since joining the Company, served asa general manager of the administration division. Since June 2015, he has served as Director and General Manager of
Administration Division. He has abundant knowledge, experience and track records in finance and accounting fields anddeep insight about the general administrative division and therefore, the Company nominated him as a candidate for
Director because we believe that he is qualified to decide important business execution and supervise execution of duties of
Directors.

-5-

No.

Name
(Date of birth)4

Number ofshares of theCompany held

Joined the Company
General Manager of Construction Division of Sapporo Branch
General Manager of Construction Division of Tokyo Branch
Deputy General Manager of Tokyo Branch[Reelection]
Executive Officer, Deputy General Manager of Tokyo Branch
Executive Officer, General Manager of Tokyo Branch
2,300[Attendance at theManaging Executive Officer, General Manager of Tokyo Branch
Board of Directors
Managing Executive Officer, Acting General Manager of
meetings]
Technology Division
11 out of 11 meetings
June 2019
Director and Managing Executive Officer, General Manager of(100%)
Technology Division (to present)[Reason for nomination as candidate for Director]
The candidate has engaged in branch operations of the Company for many years and has served as General Manager ofTokyo Branch since June 2015. He has abundant knowledge, experience and track records in overall branch operations andparticularly, deep insight about construction technologies supported by practical experience in the construction division andtherefore, the Company nominated him as a candidate for Director because we believe that he is qualified to decide
important business execution and supervise execution of duties of Directors.
Tomoharu
July 2003
Joined the Company
Yunokuchi
January 2006
General Manager of Fukuoka Branch(December 16, 1957) April 2008
Executive Officer, General Manager of Fukuoka Branch
June 2013
Managing Executive Officer, General Manager of Fukuoka[Reelection]
BranchApril 2016
Managing Executive Officer, General Manager of Kansai Branch
900[Attendance at the
April 2019
Managing Executive Officer, Acting General Manager ofBoard of Directors
Business Division
meetings]
June 2019
Director and Managing Executive Officer, General Manager of
11 out of 11 meetings
Business Division (to present)(100%)
Hideaki Sasa
(April 2, 1954)

3

Past experience, positions, responsibilities
and significant concurrent positions
October 1993
June 2002
April 2008
April 2013
June 2013
June 2015
June 2016
April 2019

[Reason for nomination as candidate for Director]
The candidate has served as General Manager of Fukuoka Branch and other positions in the Company since January
2006. He has abundant knowledge and experience in overall branch operations and deep insight about both sales strategies
and construction technologies and therefore, the Company nominated him as a candidate for Director because we believethat he is qualified to decide important business execution and supervise execution of duties of Directors.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

July 2002
Susumu Fujita(December 23, 1956) October 2005
October 2006
[Reelection][Outside]
June 2015

5

Assistant General Manager of President's Office, MARUHAN
Corporation
General Manager of Corporate Planning Division
Executive Officer, General Manager of Corporate Planning
Division
Director and Executive Officer, General Manager of Corporate
Planning Division[Attendance at theJune 2015
Outside Director, the Company (to present)
Board of Directors
July 2015
Director and Executive Officer, General Manager of Corporate
meetings]
Planning Headquarters, MARUHAN Corporation
14 out of 14 meetings
April
2018
Director and Senior Executive Officer, General Manager of(100%)
Corporate Planning Headquarters (to present)[Significant
concurrent
positions][Years of service]
DirectorandSeniorExecutive
Officer, General Manager of Corporate Planning
5 years
Headquarters, MARUHAN Corporation-[Reason for nomination as candidate for Outside Director]
The candidate has many years of experience and deep insight in planning and execution of business strategies aswell as experience in corporate management at another company. The Company nominated him as a candidate for
Outside Director because we believe that he is able to supervise execution of duties of Directors from an objective
standpoint and provide advice on overall management.
Hideaki Takeuchi(May 11, 1959)

6

April 1984
April 1994

Joined JGC CORPORATION
Registered at TOKYO BAR ASSOCIATION
Joined Tadashi Shimizu Law Office[Reelection]
October 2001
Established Matsui and Takeuchi Law Office[Outside]
Partner, Matsui and Takeuchi Law Office[Independent]
August 2005
Established Takeuchi Law Office
Chief Attorney, Takeuchi Law Office (to present)[Attendance at the September 2012 Outside Audit & Supervisory Board Member, MEDIUS
Board of Directors
HOLDINGS Co., Ltd. (to present)
meetings]
June 2015
Outside Director, the Company (to present)
14 out of 14 meetings [Significant concurrent positions](100%)
Chief Attorney, Takeuchi Law OfficeOutside Audit & Supervisory Board Member, MEDIUS HOLDINGS Co., Ltd.
[Years of service]
5 years-[Reason for nomination as candidate for Outside Director]
The candidate has abundant experience and deep insight as a legal professional, though he has not been involved incorporate management other than as an outside officer. The Company nominated him as a candidate for Outside
Director because we believe that he is able to supervise execution of duties of Directors from an objective standpoint andprovide advice on overall management.

-7-

Name
(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

February 1988

7

Joined Tokyu Land Area Service Co. (current Tokyu Livable,
Inc.)
Shunji Ichiji
February 1989
Joined Taketsu Estate Co., Ltd.
(July 29, 1963)
October 1993
Founded Will Real Estate Sales (current Will Co., Ltd.)
November 1993 Director, Asahi House Co., Ltd.
[Reelection]
June 1995
Established Will Real Estate Sales Co., Ltd. (current Will Co.,
[Outside]
Ltd.)[Independent]
President and Representative Director, Will Real Estate Sales
Co., Ltd.
[Attendance at theJanuary 2008
Director, Reno West Co., Ltd. (to present)
Board of Directors
January 2008
Director, Will Financial Communications Co., Ltd.
meetings]
March 2011
Representative Director, Will Kukan Design Co., Ltd.
12 out of 14 meetings
November 2013 Director, You Co., Ltd.
(85%)
April 2014
Chairman and Director, Will Co., Ltd. (to present)
July 2014
Director, WILL STUDIO Co., Ltd.
[Years of service]
June 2017
Outside Director, the Company (to present)
3 years[Significant concurrent positions]
Chairman and Director, Will Co., Ltd.
[Reason for nomination as candidate for Outside Director]
The candidate has experience in corporate management at other companies and has many years of experience anddeep insight in practical business related to real estate. The Company nominated him as a candidate for Outside
Director because we believe that he is able to supervise execution of duties of Directors from an objective standpoint andprovide appropriate advice on overall businesses of the Company.

(Notes)

1.
2.
3.

4.

There are no special interests between each candidate for Director and the Company.
Messrs. Susumu Fujita, Hideaki Takeuchi and Shunji Ichiji are candidates for Outside Directors.
The Company has entered into an agreement with Messrs. Susumu Fujita, Hideaki Takeuchi and Shunji Ichiji inaccordance with provisions of Article 427, Paragraph 1 of the Companies Act to limit their liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act to three (3) million yen or the amount stipulated in Article
425, Paragraph 1 of the Companies Act, whichever is higher. In the event that each candidate is reelected as Outside
Director, the Company will enter into an agreement with the same contents as the said agreement with each candidate.
The Company has designated Messrs. Hideaki Takeuchi and Shunji Ichiji who meet the Independence Criteria for
Outside Officers stipulated by the Company (see page 11) as independent officers and filed notifications with Tokyo
Stock Exchange, Inc. In the event that both candidates are reelected as Outside Directors, the Company will continue
to designate them as independent officers.

-8-

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The terms of office of Audit & Supervisory Board Members Masaaki Nishimura and Yoshitaka Yoshiki
will expire at the closing of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of one (1) Audit & Supervisory Board Member.
The Audit & Supervisory Board has agreed to this proposal.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

October 2002

Registered as an attorney-at-law in Japan (Tokyo Bar
Association)
Joined Toranomon Chuo Law Firm
May 2015
Master of Laws, Georgetown University Law Center
Takashi Hatsuse
August 2015
Worked at Washington, D.C. Office of Sheppard Mullin Richter(January 9, 1977)& Hampton LLPRegistered as an attorney-at-law in New York State
June 2016[New election]
November 2017 Joined Uruma Law Offices Legal Professional Corporation[Outside]
September 2018 Registered as a Certified Fraud Examiner[Independent]
January 2019
Partner, Uruma Law Offices Legal Professional Corporation(to present)[Significant concurrent positions]
Partner, Uruma Law Offices Legal Professional Corporation[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
The candidate has extensive experience as a legal specialist, including working overseas, and deep insight regarding
corporate ethics, though he has never been involved in corporate management other than as an outside officer. The
Company nominated him as a candidate for Outside Audit & Supervisory Board Member because we believe that he is asuitable person to audit the execution of duties by Directors from a neutral and objective standpoint.
(Notes) 1.
2.
3.

4.

There are no special interests between Mr. Takashi Hatsuse and the Company.
Mr. Takashi Hatsuse is a candidate for Outside Audit & Supervisory Board Member.
In the event that Mr. Takashi Hatsuse is elected as Outside Audit & Supervisory Board Member, the Company willenter into an agreement with him in accordance with provisions of Article 427, Paragraph 1 of the Companies Act tolimit his liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act to three (3) million yen or
the amount stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher.
In the event that Mr. Takashi Hatsuse is elected as Outside Audit & Supervisory Board Member, the Company will
designate him, a person who meets the Independence Criteria for Outside Officers stipulated by the Company (seepage 11), as an independent officer and file a notification with Tokyo Stock Exchange, Inc.

-9-

Reference
1. Policy on Selection of Candidates for Directors and Audit & Supervisory Board Members, and Overview of
its Procedure
The Company has established a Nomination & Compensation Committee as an advisory body to the Boardof Directors, for the purpose of further enhancing the corporate governance structure, by strengthening thefairness, transparency and objectivity of the procedures concerning the nomination and compensation of
Directors, Audit & Supervisory Board Members and Executive Officers.
The Nomination & Compensation Committee is composed of at least three (3) members, of which no lessthan half are Outside Directors who satisfy the Independence Criteria for Outside Officers stipulated by theCompany, shown below.
When selecting candidates for the position of Director or Audit & Supervisory Board Member, theNomination & Compensation Committee engages in deliberation based on the following matters, before
reporting back to the Board of Directors.
<Directors>(1) The Company shall have no more than nine (9) Directors, of which at least three (3) shall be Outside
Directors, in principle. At least two (2) of the Outside Directors shall be independent Outside
Directors.
(2) The Company shall select candidates for Directors by taking into account the following items in orderto ensure a good balance and diversity of knowledge, experience and capabilities of the Board of
Directors as a whole, with a view to new businesses and overseas expansion.
1) Candidates for Executive Directors
Candidates for Executive Directors shall have personal integrity, well-versed knowledge about
operations of the departments he/she is in charge of as an Executive Director, ability tocommunicate with other officers and employees, insights for thorough compliance with laws andregulations and corporate ethics, etc.
2) Candidates for Outside Directors
Candidates for Outside Directors shall have personal integrity and abundant experience in corporate
management at other companies for bringing in diverse viewpoints to the Company’s Board of
Directors, or a wide range of experience and knowledge including expertise in legal, finance,accounting and other fields, and shall be capable of expressing appropriate opinions and providing
instructions and supervision based on such experience and knowledge.
<Audit & Supervisory Board Members>(1) The Company shall have no more than four (4) Audit & Supervisory Board Members, a majority ofwhich shall be Outside Audit & Supervisory Board Members. At least one (1) of the Outside Audit &Supervisory Board Members shall be an independent Outside Audit & Supervisory Board Member.
(2) The Company’s Audit & Supervisory Board, as a body independent of the Board of Directors, shallrequest the Board of Directors to consider the following items in the selection of candidates for Audit& Supervisory Board Members, and consider these items in determining whether to approve ofcandidates selected for Audit & Supervisory Board Member when requested for such approval by the
Board of Directors, in order to ensure a good balance and diversity of knowledge, experience andcapabilities of the Audit & Supervisory Board as a whole.
1) Candidates for Full-time Audit & Supervisory Board Members
Candidates for Full-time Audit & Supervisory Board Members shall have personal integrity,
penetrating insight into compliance with laws, regulations and corporate ethics, as well as the ability
to audit the execution of duties by Directors from a neutral and objective standpoint, prevent theviolation of laws, regulations and the Articles of Incorporation, and contribute to sound managementof the Company and the maintenance and enhancement of social trust.
2) Candidates for Outside Audit & Supervisory Board Members
Candidates for Outside Audit & Supervisory Board Members shall have personal integrity, abundant
experience in corporate management at other companies or penetrating insight into compliance withcorporate ethics based on expertise in legal, finance, accounting and other fields, and shall be- 10 -

capable of auditing the execution of duties by Directors from a neutral and objective standpoint.

2. Independence Criteria for Outside Officers
The Company has established the “Independence Criteria for Outside Officers” as follows to clarify ourviews on independence of Outside Directors and Outside Audit & Supervisory Board Members.
If an outside officer does not fall under any of the following items, the outside officer shall be deemed to
be independent from the Company and have no risk of causing a conflict of interest with generalshareholders.
(1) A person who currently serves or previously served even once as a Director, Executive Officer orother equivalent position or an employee of the Company or the Company’s subsidiary(2) A person whose major business partner is the Company (the Company’s business partner to which,during the most recent fiscal year, the Company paid an amount exceeding 2% of the annual
revenue of the business partner pertaining to the most recent fiscal year) or an executive person
thereof (Executive Director, Corporate Executive, Executive Officer or other equivalent position
and an employee. The same shall apply hereinafter.)(3) A major business partner of the Company (a person who paid an amount exceeding 2% of theannual sales of the Company for the most recent fiscal year to the Company) or an executive person
thereof(4) A major lender of the Company (a person whose name is listed as a major lender in the business
report for the most recent fiscal year) or an executive person thereof(5) A consultant, certified public accountant, licensed tax accountant, attorney-at-law, judicial scrivener,
patent attorney or other professional person who received monetary or other property benefits worth
more than 10 million yen annually from the Company in the most recent fiscal year other than
executive remuneration (however, if a person who received those property benefits is anorganization such as a corporation and partnership, a person belonging to the organization only if
the organization received property benefits worth more than 2% of the annual revenue of theorganization from the Company in the most recent fiscal year)(6) A person who is in charge of audit operations for the Company as a partner, etc. of an audit firm
which is the Accounting Auditor of the Company(7) A person who received donations exceeding 10 million yen annually from the Company in the mostrecent fiscal year (however, if a person who received those donations is an organization such as acorporation and partnership, a person belonging to the organization)(8) An executive person of another company, whose position constitutes an interlocking outside officer
position in relation to his/her position as an outside officer of the Company(9) A major shareholder of the Company (a person who holds 10% or more of the voting rights of all
the shareholders of the Company under its name or the name of any other person as of the end of themost recent fiscal year) or an executive person thereof(10) An executive person of a party with respect to which the Company holds 10% or more of thevoting rights of all the shareholders of the party(11) A person who was an executive person of a corporation or any other party that falls under any ofitems (2) to (10) above at any point in the past three years(12) A spouse or a relative within the second degree of kinship of a person that falls under any of items(1) to (11) above (however, limited to an important person)(13) In addition to the provisions of each preceding item, a person who is deemed to have special
reasons that would cause a conflict of interest with the Company- 11 -