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 6, 2023
(Start Date of Measures for Electronic Provision: June 2, 2023)
To Shareholders with Voting Rights:
Hiroyuki Hasegawa
Representative Director & President
ICHIKEN Co., Ltd.
1-1-1, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 97TH 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 97th Annual General Meeting of Shareholders of ICHIKEN Co.,
Ltd. (the “Company”) will be held for the purposes as described below. Your attendance is highly appreciated.
In convening this Meeting, the Company has taken measures for electronic provision and posted thematters to be provided electronically on the following website.
The Company’s website
http://www.ichiken.co.jp/en/ir/data/kabunushi/
In addition to the above website, the matters to be provided electronically are also posted on the website of
the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) below, enter“ICHIKEN” in the issue name (company name) field, or the Company’s securities code “1847” in the code
field, and click on “Search.” Select “Basic information” and “Documents for public inspection/PR
information” in that order and see the relevant information.
TSE website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting in person, you may exercise your voting rights by either of themethods described below. Please kindly review the Reference Documents for the General Meeting of
Shareholders provided in the Matters to be Provided Electronically and exercise your voting rights in advance.
[Exercising your voting rights by mail (in writing)]
Please review “Exercising your voting rights by mail” described on page 4 of the Matters to be Provided
Electronically (available only in Japanese) and indicate your vote for or against each proposal on the enclosed
Voting Rights Exercise Form, and have it delivered to the Company by 6:00 p.m. Japan time on Tuesday, June27, 2023.
[Exercising your voting rights by electromagnetic means (via the Internet)]
Please review “Exercising your voting rights via the Internet” described on page 5 of the Matters to be
Provided Electronically (available only in Japanese) and exercise your voting rights by 6:00 p.m. Japan timeon Tuesday, June 27, 2023.

-1-1. Date and Time:

Wednesday, June 28, 2023 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 97th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors (excluding Directors who are Audit &Proposal 2:
Supervisory Committee Members)
Election of Four (4) Directors who are Audit & Supervisory Committee
Proposal 3:
Members
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.
(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 or smartphone, etc., the final vote exercised during theexercise period shall be treated as the valid exercise of voting rights.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
<To Shareholders>◎ When attending the meeting, please bring the enclosed Voting Rights Exercise Form and submit it at thereception desk.
◎ The matters to be provided electronically as described above shall be sent as a paper copy to shareholders
who have requested it by the record date for exercising voting rights for this General Meeting of
Shareholders pursuant to the amendment of the Companies Act. However, for this meeting, the Reference
Documents for the General Meeting of Shareholders and other related information are sent as a paper
copy to shareholders, whether or not a request for the paper copy has been made.
◎ The following items are excluded from the document sent to shareholders who have requested deliveryof the documents, pursuant to the provisions of laws and regulations and Article 18 of the Articles ofIncorporation of the Company. Accordingly, the document is part of the documents audited by the Audit& Supervisory Committee and the Accounting Auditor when preparing audit reports.
(1) System and Policy of the Company of the Business Report(2) Non-consolidated Statements of Changes in Equity and Notes to Non-consolidated Financial
Statements◎ Should the matters to be provided electronically require revisions, the details of revisions will be postedon the websites where the matters are disclosed.
◎ Should any major corrections be made to the management of this General Meeting of Shareholders, suchcorrections will be announced on the Company’s website (https://www.ichiken.co.jp).
Video on Demand Distribution
For shareholders who do not attend the Annual General Meeting of Shareholders in person on the day, we
will distribute an on-demand video of a part of the meeting proceedings on the Company’s website(http://www.ichiken.co.jp) at a later date.
The on-demand video is scheduled to be distributed in early July 2023.

-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.
Specifically, under the medium-term business plan (FY2020-2022), we will target a dividend payout ratioof 20% or more to strike a balance between investments and dividend payouts through proactive investments
aimed at establishing the business foundation as well as stable profit returns to shareholders.
<Matters regarding year-end dividends>
The year-end dividend for this fiscal year shall be 60 yen per share as follows, based on the above basic
policy and business results of the year. As a result, the annual dividend, including the interim dividend, shallbe 100 yen per share.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
60 yen per share of common stock of the Company
Total amount: 435,564,540 yen(3) Effective date for distribution of dividends from surplus:
June 29, 2023

-3-

Proposal 2:

Election of Seven (7) Directors (excluding Directors who are Audit & Supervisory
Committee Members)

The terms of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory
Committee Members. The same shall apply hereinafter in this Proposal) will expire at the conclusion of thisAnnual General Meeting of Shareholders. Accordingly, the Company proposes the election of seven (7)Directors.
The selection of candidates for Directors has been made in accordance with the “Policy on Selection of
Candidates for Directors, and Overview of its Procedure” stipulated on pages 18 and 19 in the Matters to be
Provided Electronically (available only in Japanese) and determined by the Board of Directors based on areport to the effect that such selection has been deemed appropriate from the Nomination & Compensation
Committee.
The candidates for Directors are as follows.
[Reference] List of candidates

Name

No.

1

Reelection

Hiroyuki Hasegawa

Date of birth(Age)February 4, 1960
(63 years old)

Current positions andresponsibilities at theCompany
Representative
Director & President,
President andOperating Officer
Sales Div. Director
Director andManaging Executive
OfficerManager of Tokyo
Branch Office
Managing Executive
OfficerManager of Kansai(Osaka) Branch
OfficeDirector andOperating Officer
Administration Div.
Director2

Reelection

Keiji Isono

May 18, 1961
(62 years old)3

New election

Hiroaki Masakiyo

January 20, 1964
(59 years old)

4

Reelection

Mitsuru Kotani

April 6, 1964
(59 years old)

Hideaki Takeuchi

May 11, 1959
(64 years old)

Outside Director

Shunji Ichiji

July 29, 1963
(59 years old)

Outside Director

Hirotake Kubota

April 3, 1971
(52 years old)

Outside Director

5

6

7

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
Outside-4-

Attendance at
the Board of
Directors
meetings(Attendancerate)
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)—

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

No.

Name(Date of birth)

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

1

2

Number ofshares of theCompany held

Joined the Company
Director, Acting Manager of Kansai (Osaka) Branch OfficeDirector, General Manager of Kansai Headquarters and Kobe
Head Office
Hiroyuki Hasegawa
April 2005
Managing Director, General Manager of Kansai Headquarters(February 4, 1960)
and Kobe Head OfficeDirector and Managing Executive Officer, Deputy General
April 2007
[Reelection]
Manager of Business Headquarters and General Manager ofKanto Headquarters
10,100[Attendance at the
April 2011
Director and Managing Executive Officer, Manager of Tokyo
Board of Directors
Branch Officemeetings]
June 2014
Director and Senior Executive Officer, Business Promotion Div.
14 out of 14 meetings
Director(100%)
June 2015
Representative Director & President, President and Operating
Officer
April 2023
Representative Director & President, President and Operating
Officer, Sales Div. Director (to present)[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 Representative Director & President 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.
March 1989
Joined Daiei Housing Co., Ltd.
September 1991 Joined the Company
April 2005
General Manager of Sales Dept. 2 of Tokyo Branch
Keiji Isono
Deputy Manager of Tokyo Branch Office
April 2013
(May 18, 1961)
June 2013
Operating Officer, Deputy Manager of Tokyo Branch Office
April 2016
Operating Officer, Manager of Fukuoka Branch Office[Reelection]
April 2019
Operating Officer, Manager of Kansai (Osaka) Branch Office
June 2019
Managing Executive Officer, Manager of Kansai (Osaka)
4,500[Attendance at the
Branch Office
Board of Directors
April 2021
Managing Executive Officer, Acting Sales Div. Director
meetings]
June 2021
Director and Managing Executive Officer, Sales Div. Director
14 out of 14 meetings
November 2022 Director and Managing Executive Officer, Sales Div. Director,(100%)
Manager of Tokyo Branch Office
April 2023
Director and Managing Executive Officer, Manager of Tokyo
Branch Office (to present)[Reason for nomination as candidate for Director]
The candidate has engaged in branch operations of the Company for many years, holding positions including Manager of
Fukuoka Branch Office. He has abundant knowledge, experience and track records in overall branch operations andparticularly, deep insight about sales strategies. 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)

Past experience, positions, responsibilities
and significant concurrent positions
April 1986
September 1994
April 2011

3

4

Number ofshares of theCompany held

Joined the Company
Seconded to Global Construction Co., Ltd.
General Manager of Development Sales Dept. of Kansai (Osaka)
BranchHiroaki Masakiyo
April 2018
Deputy Manager of Kansai (Osaka) Branch Office(January 20, 1964)
April 2019
Senior General Manager of Corporate Planning Office
1,700
June 2020
Operating Officer, Senior General Manager of Corporate[New election]
Planning Office
April 2021
Operating Officer, Manager of Kansai (Osaka) Branch Office
June 2022
Managing Executive Officer, Manager of Kansai (Osaka)
Branch Office (to present)[Reason for nomination as candidate for Director]
The candidate has engaged in branch operations at the Company, mainly in the area of construction management and sales.
In addition, he has overseas business experience and has held positions including Senior Manager of Corporate Planning
Office and General Manager of Kansai (Osaka) Branch Office. He has abundant knowledge, experience and track records
in overall company operations and particularly, deep insight about sales strategies. 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.
April 1988
Joined the Company
April 2007
General Manager of Administration Dept. of Business
Mitsuru Kotani
Headquarters (Tokyo)
April 2008
General Manager of Administration Dept. of Business(April 6, 1964)
Headquarters
April 2011
General Manager of Administration Dept. of Tokyo Branch[Reelection]
October 2013
General Manager of Construction Accounting Support Dept. of
2,600
Administration Div.
[Attendance at theGeneral Manager of Sales Div., General Manager ofBoard of Directors June 2015
Construction Accounting Support Dept.
meetings]
Administration Div. Deputy Director
14 out of 14 meetings April 2017
June 2019
Operating Officer, Administration Div. Deputy Director(100%)
June 2021
Director and Operating Officer, Administration Div. Director (topresent)[Reason for nomination as candidate for Director]
The candidate has served as a general manager of the administration division for many years since joining the Company.
He has abundant knowledge, experience and track records in finance and accounting as well as deep insight about theoverall administration division. 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.

-6-

No.

Name
(Date of birth)

6

April 1984
April 1994

Number ofshares of theCompany held

Joined JGC CORPORATION
Registered at TOKYO BAR ASSOCIATION
Joined Tadashi Shimizu Law Office
October 2001
Established Matsui and Takeuchi Law Office[Reelection]
Partner, Matsui and Takeuchi Law Office[Outside]
August 2005
Established Takeuchi Law Office[Independent]
Chief Attorney, Takeuchi Law Office (to present)
September 2012 Outside Audit & Supervisory Board Member, MEDIUS―[Attendance at the
HOLDINGS Co., Ltd. (to present)
Board of Directors
June 2015
Outside Director, the Company (to present)
meetings]
August 2020
Outside Audit & Supervisory Board Member, Zeal
14 out of 14 meetings
Communications Inc. (to present)(100%)[Significant concurrent positions]Chief Attorney, Takeuchi Law Office[Years of service]
Outside Audit & Supervisory Board Member, MEDIUS HOLDINGS Co., Ltd.
8 years
Outside Audit & Supervisory Board Member, Zeal Communications Inc.
[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated him as a candidate for Outside Director to reflect his abundant experience and deep insight asa legal professional in the Company’s management, though he has not been involved in corporate management
other than as an outside officer. After his election, the Company expects him to contribute to enhancing thedecision-making function of the Board of Directors by providing advice and expressing opinions mainly from a legal
standpoint leveraging his knowledge as a legal professional.
February 1988
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.
14 out of 14 meetings
November 2013 Director, You Co., Ltd.
(100%)
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)
6 years[Significant concurrent positions]
Chairman and Director, Will Co., Ltd.
[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated him as a candidate for Outside Director to reflect his experience in corporate managementat other companies as well as many years of experience and deep insight in practical business related to real estate in the
Company’s management. After his election, the Company expects him to contribute to enhancing thedecision-making function of the Board of Directors by providing advice and expressing opinions on planning ofbusiness strategies, etc. mainly from a managerial viewpoint, leveraging his professional knowledge as a personwith experience of corporate management.
Hideaki Takeuchi(May 11, 1959)

5

Past experience, positions, responsibilities
and significant concurrent positions

-7-

Name
(Date of birth)No.

Hirotake Kubota(April 3, 1971)

7

Past experience, positions, responsibilities
and significant concurrent positions

Joined MARUHAN Corporation
Construction Section, Construction Division
July 2017
West Japan Development Section, Development Division,Development Headquarters[Reelection]
April 2021
General Manager, Construction Purchasing Division, West Japan[Outside]Company Development Headquarters (to present)
June 2022
Outside Director, the Company (to present)[Attendance at theBoard of Directors [Significant concurrent positions]
General Manager, Construction Purchasing Division, West Japan Company
meetings]
11 out of 11 meetings Development Headquarters, MARUHAN Corporation(100%)

Number ofshares of theCompany held

May 2008―[Years of service]
1 year[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated him as a candidate for Outside Director to reflect his abundant knowledge and experience hegained through many years of engagement in development of commercial stores in the Company’s management, though
he has not been involved in corporate management other than as an outside officer. After his election, the Company
expects him to contribute to enhancing the decision making function of the Board of Directors by providing advice
and expressing opinions on planning of business strategies, etc. mainly from a professional viewpoint on theconstruction business of commercial facilities.
(Notes)

1.
2.
3.

4.

5.

There are no special interests between each candidate for Director and the Company.
Messrs. Hideaki Takeuchi, Shunji Ichiji, and Hirotake Kubota are candidates for Outside Directors.
The Company has entered into an agreement with Messrs. Hideaki Takeuchi, Shunji Ichiji, and Hirotake Kubota 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 pages 20 and 21 of Matters to be Provided Electronically) 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.
The Company has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurancecompany to insure all Directors and Operating Officers. The insurance covers any damages and litigation expenses, etc.
that may arise from the insured parties being liable for the performance of their duties or being subject to a claim forthe pursuit of such liability. However, the above insurance contract does not cover claims for damages caused by intent
or gross negligence of the insured parties. The insurance premiums are fully borne by the Company. If the candidates
are appointed as Directors, they will be insured under the insurance contract, which is to be renewed with the samecontents during their terms of office.

-8-

Proposal 3:

Election of Four (4) Directors who are Audit & Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will
expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of four (4) Directors who are Audit & Supervisory
Committee Members, including one (1) additional Director who is an Audit & Supervisory Committee
Member to strengthen the auditing function.
The Audit & Supervisory Committee has agreed to this proposal. The selection of candidates for
Directors who are Audit & Supervisory Committee Members has been made in accordance with the “Policy
on Selection of Candidates for Directors, and Overview of its Procedure” stipulated on pages 18 and 19 in
the Matters to be Provided Electronically (available only in Japanese) and determined by the Board of
Directors based on a report to the effect that such selection has been deemed appropriate from theNomination & Compensation Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.
[Reference] List of candidates

No.

1

2

3

4

Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Name

Date of birth(Age)

Current positions andresponsibilities at theCompany

Shiro Yuasa

October 3, 1961
(61 years old)

Director, Full-time
Audit & Supervisory
Committee Member

Takashi Hatsuse

January 9, 1977
(46 years old)

Akiko Inoue

January 21, 1976
(47 years old)

Sumihito Kido

December 3, 1974
(48 years old)

-9-

Attendance at
the Board of
Directors
meetings(Attendance
rate)

Outside Director,
Audit & Supervisory
Committee Member
Outside Director,
Audit & Supervisory
Committee Member

14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)

－

－

No.

Name
(Date of birth)
Shiro Yuasa(October 3, 1961)[Reelection]

Past experience, positions, responsibilities
and significant concurrent positions
April 1984
April 1990
April 1995
April 2000
February 2007
April 2016

[Attendance at theBoard of Directors
June 2017
meetings]
14 out of 14 meetings
June 2021(100%)
1

2

Joined Daiei Shinyokumiai
Joined Japan Distribution Leasing Corporation
Manager of Finance Department of Finance Division
Deputy General Manager of Finance Division
Joined the Company
General Manager in charge of Finance & Accounting
Dept. of Administration Div.
General Manager of Finance & Accounting Dept. of
Administration Div.
Director, Full-time Audit & Supervisory Committee Member (topresent)

Number ofshares of theCompany held―

[Attendance at the
Audit & Supervisory
Committee meetings]
15 out of 15 meetings(100%)[Reason for nomination as candidate for Director]
The candidate has many years of experience in finance and accounting fields and extensive knowledge in thesefields gained through his track records as well as deep insight about the general administrative division obtained throughhis many years of experience as a manager of an administrative division. The Company nominated him as a candidate for
Director who is an Audit & Supervisory Committee Member because we believe that he is able to supervise execution ofduties of Directors from a neutral and objective standpoint, contribute to sound management of the Company as well as themaintenance and enhancement of its social trust.
October 2002
Takashi Hatsuse
Registered as an attorney-at-law in Japan (Tokyo Bar Association)(January 9, 1977)
Joined Toranomon Chuo Law Firm
May 2015
Master of Laws, Georgetown University Law Center
August 2015
Worked at Washington, D.C. Office of Sheppard Mullin[Reelection]
Richter & Hampton LLP[Outside]
June 2016
Registered as an attorney-at-law in New York State[Independent]
November 2017 Joined Uruma Law Offices Legal Professional Corporation
September 2018 Registered as a Certified Fraud Examiner[Attendance at theJanuary 2019
Partner, Uruma Law Offices Legal Professional Corporation
Board of Directors
June
2020
OutsideAudit & Supervisory Board Member, the Company
meetings]
June
2021
OutsideDirector, Audit & Supervisory Committee Member, the14 out of 14 meetings―
Company (to present)(100%)
January 2022
Joined TH Sogo Law Office as Partner (to present)[Significant concurrent positions][Attendance at the
Audit & Supervisory Partner, TH Sogo Law OfficeCommittee meetings]
15 out of 15 meetings(100%)[Years of service]
2 years[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated him as a candidate for Outside Director who is an Audit & Supervisory Committee Member toreflect his extensive experience including overseas business experience and deep insight regarding corporate ethics, financeand accounting obtained through corporate legal affairs as a legal professional in the Company’s management, though he has
not been involved in corporate management other than as an outside officer. After his election, the Company expects him toenhance the functions of decision-making, auditing and supervision of the Board of Directors by providing advice andexpressing opinions from a neutral and objective standpoint.

- 10 -

No.

Registered as an attorney-at-law (Dai-Ichi Tokyo Bar
Association)
Joined Tokyo Sanno Law Office
December 2009
Director of Minna no chikara (General Incorporated[Reelection]
Association) (to present)[Outside]
April 2017
Councilor of Musashinokai (Social Welfare Corporation) (to[Independent]
present)
Established Nishitokyo Ikoi Law Office, Representative
July 2019[Attendance at theattorney, Nishitokyo Ikoi Law Office (to present)
Board of Directors September 2019
Outside Audit & Supervisory Board Member, Nihon Form
meetings]
Service Co., Ltd. (to present)
14 out of 14 meetings July 2020
Councilor of (Public Interest Foundation) International(100%)
Manpower Development Organization, Japan (to present)
June 2021
Outside Director, Audit & Supervisory Committee Member, the[Attendance at theCompany (to present)
Audit & Supervisory [Significant concurrent positions]
Committee meetings] Representative attorney, Nishitokyo Ikoi Law Office
15 out of 15 meetings Outside Audit & Supervisory Board Member, Nihon Form Service Co., Ltd.
(100%)
Akiko Inoue(January 21, 1976)

3

Past experience, positions, responsibilities
and significant concurrent positions

Name (Date of birth)

Number ofshares of theCompany held

October 2006―

[Years of service]
2 years[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated her as a candidate for Outside Director who is an Audit & Supervisory Committee Member toreflect her extensive experience as a legal professional and deep insight regarding social welfare and international exchange
in the Company’s management, though she has not been involved in corporate management other than as an outside officer.
After her election, the Company expects her to enhance the functions of decision-making, auditing and supervision of theBoard of Directors by providing advice and expressing opinions from a neutral and objective standpoint.
Joined Tohmatsu & Co. (current Deloitte Touche Tohmatsu
LLC)
Registered as a certified public accountant
July 2009
Sumihito Kido
Registered as a tax accountant
September 2021
(December 3, 1974)
Representative Director, VIA Partners Co., Ltd. (to present)
September 2021―
Established Kido Certified Public Accountant and Tax
October 2021
Accountant Office, Representative, Kido Certified Public[New election]
Accountant and Tax Accountant Office (to present)[Outside][Significant concurrent positions][Independent]
Representative Director, VIA Partners Co., Ltd.
Representative, Kido Certified Public Accountant and Tax Accountant Office[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated him as a candidate for Outside Director who is an Audit & Supervisory Committee Member toreflect his experience in corporate management at other companies as well as his deep insight regarding finance andaccounting based on his extensive experience as a certified public accountant, including his assignment in Vietnam (Hanoi),in the Company’s management. After his election, the Company expects him to enhance the functions of decision-making,auditing and supervision of the Board of Directors by providing advice and expressing opinions from a neutral and objective
standpoint.
December 2005

4

(Notes) 1.
2.
3.

4.

There are no special interests between each candidate for Director who is an Audit & Supervisory Committee
Member and the Company.
Mr. Takashi Hatsuse, Ms. Akiko Inoue, and Mr. Sumihito Kido are candidates for Outside Directors.
The Company has already entered into an agreement with Mr. Shiro Yuasa, Mr. Takashi Hatsuse, and Ms. Akiko Inouein accordance 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 Mr. Shiro Yuasa, Mr. Takashi Hatsuse,and Ms. Akiko Inoue are reelected as Directors who are Audit & Supervisory Committee Members and Mr. Sumihito
Kido is newly elected as Director who is an Audit & Supervisory Committee Member, the Company will enter into anagreement with the same contents as the said agreement with each candidate.
The Company has designated Mr. Takashi Hatsuse and Ms. Akiko Inoue who meet the Independence Criteria for- 11 -

5.

Outside Officers stipulated by the Company (see pages 20 and 21 of Matters to be provided electronically) as
independent officers and filed notifications with Tokyo Stock Exchange, Inc. In the event that Mr. Takashi Hatsuse
and Ms. Akiko Inoue are reelected as Outside Directors who are Audit & Supervisory Committee Members and Mr.
Sumihito Kido is newly elected as Outside Director who is an Audit & Supervisory Committee Member, theCompany will designate them, persons who meet the Independence Criteria for Outside Officers stipulated by theCompany, as independent officers and file a notification with Tokyo Stock Exchange, Inc.
The Company has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurancecompany to insure all Directors and Executive Officers. The insurance covers any damages and litigation expenses,
etc. that may arise from the insured parties being liable for the performance of their duties or being subject to a claim
for the pursuit of such liability. However, the above insurance contract does not cover claims for damages caused byintent or gross negligence of the insured parties. The insurance premiums are fully borne by the Company. If thecandidates are appointed as Directors who are Audit & Supervisory Committee Members, they will be insured under
the insurance contract, which is to be renewed with the same contents during their terms of office.

- 12 -

Reference
1. Policy on Selection of Candidates for Directors, 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 and Operating 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 (including Directors who are Audit & Supervisory
Committee Members), the Nomination & Compensation Committee engages in deliberation based on thefollowing matters, before reporting back to the Board of Directors.
(1) The Company shall have no more than nine (9) Directors (excluding Audit & Supervisory Committee
Members), and no more than four (4) Directors (Audit & Supervisory Committee Members). In orderto ensure the transparency and fairness of the decision-making process of the Board of Directors, inprinciple, at least three (3) of Directors (excluding Audit & Supervisory Committee Members) shall be
Outside Directors, and a majority of Directors (Audit & Supervisory Committee Members) shall be
Outside Directors.
(2) At least two (2) of Outside Directors (excluding Audit & Supervisory Committee Members), and at
least two (2) of Outside Directors (Audit & Supervisory Committee Members) shall be independent
officers with no risk of causing a conflict of interest with general shareholders. Not less than one-thirdof the total number of Directors shall be independent Outside Directors.
(3) 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, in light of the Skills Matrix shown on the next page, which is a list of knowledge
and experience required of Directors.
1) Selection of 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. as well as quality to contribute to the enhancement ofcorporate value of the Company through its business activities.
2) Selection of Candidates for Outside Directors (excluding Audit & Supervisory Committee Members)
Candidates for Outside Directors (excluding Audit & Supervisory Committee Members) shall havepersonal integrity and abundant experience in corporate management at other companies forbringing in diverse viewpoints to the Company’s Board of Directors, or a wide range of experienceand knowledge including expertise in legal, finance, accounting and other fields, and shall becapable of expressing appropriate opinions and providing instructions and supervision based onsuch experience and knowledge.
3) Selection of Candidates for Directors (Audit & Supervisory Committee Members)
Candidates for Directors (Audit & Supervisory Committee 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 (excluding Audit & Supervisory Committee Members)from a neutral and objective standpoint, prevent the violation of laws, regulations and the Articles ofIncorporation, and contribute to sound management of the Company and the maintenance andenhancement of social trust.
4) Selection of Candidates for Outside Directors (Audit & Supervisory Committee Members)
Candidates for Outside Directors (Audit & Supervisory Committee Members) shall have personal
integrity, abundant experience in corporate management at other companies or penetrating insight
into compliance with corporate ethics based on expertise in legal, finance, accounting and otherfields, and shall be capable of auditing the execution of duties by Directors (excluding Audit &Supervisory Committee Members) from a neutral and objective standpoint.

- 13 -

2. Skills Matrix of Directors[Skills Matrix]
Knowledge and experience required

Name

Position

Industry knowledge

Corporate
management

Technology

Sales

●

●

●

Finance andaccounting

Legal andcompliance

Overseas[Directors]
Representative
Hiroyuki Hasegawa Director &President
Director andManaging
Keiji Isono
Executive
Officer
Director andManaging
Hiroaki Masakiyo
Executive
Officer
Director andManaging
Mitsuru Kotani
Executive
Officer
Hideaki Takeuchi

Outside Director(Independent)

Shunji Ichiji

Outside Director(Independent)

Hirotake Kubota

Outside Director

●

●

●

●

●

●

●

●
●

●
●

●
●

[Directors (Audit & Supervisory Committee Members)]
Shiro Yuasa

Director●

Takashi Hatsuse

Outside Director(Independent)●

Akiko Inoue

Outside Director(Independent)

Sumihito Kido

Outside Director(Independent)

●

●

●
●

●

●

●

(Note) The positions shown above are the positions to be filled by the candidates if elected at this General
Meeting of Shareholders.

- 14 -

3. 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.
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, Operating 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, Operating 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- 15 -