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 4, 2021
To Shareholders with Voting Rights:
Hiroyuki Hasegawa
President and Representative Director
ICHIKEN Co., Ltd.
1-1-1, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 95TH 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 95th Annual General Meeting of Shareholders of ICHIKEN Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
You may exercise your voting rights in advance by either of the methods described below, instead ofattending the meeting in person. Please kindly review the Reference Documents for the General Meeting of
Shareholders described below and exercise your voting rights in advance.
[Exercising your voting rights by mail (in writing)]
Please review “Exercising your voting rights by mail” on page 4 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 24, 2021.
[Exercising your voting rights by electromagnetic means (via the Internet)]
Please review “Exercising your voting rights via the Internet” on page 5 of the Japanese version of thisdocument and exercise your voting rights by 6:00 p.m. Japan time on Thursday, June 24, 2021.
1. Date and Time:

Friday, June 25, 2021 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 95th Fiscal Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 4:
Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Proposal 5:
Determination of the Amount of Remuneration for Directors (excluding
Directors who are Audit and Supervisory Committee Members)
Proposal 6:
Determination of the Amount of Remuneration for Directors who are Audit andSupervisory Committee Members
Proposal 7:
Election of Accounting Auditor-1-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, smartphone or mobile phone, the final vote exercised
during the exercise 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.
◎ Of the documents to be attached to this Notice, System and Policy of the Company of the Business
Report, Non-consolidated Statements of Changes in Equity and Notes to Non-consolidated Financial
Statements are posted on the Company’s website (http://www.ichiken.co.jp) in accordance with
provisions of laws and regulations as well as Article 18 of the Company’s Articles of Incorporation andtherefore are not included 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 therespective 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).

◎

◎

◎
◎
◎
◎

◎

<Request for Countermeasures Against the Novel Coronavirus (COVID-19)>
Shareholders who are considering attending the Annual General Meeting of Shareholders are requested tocarefully consider the status of the COVID-19 pandemic up to the date of the meeting in deciding
whether or not to attend.
We request all shareholders to exercise their voting rights in advance either in writing (enclosed Voting
Rights Exercise Form) or by electromagnetic means (via the Internet) as much as possible. For the details,
please review the pages 4 and 5 of the Japanese version of this document.
Shareholders who attend the Annual General Meeting of Shareholders are requested to bring and wear
masks, disinfect hands with hand sanitizer and submit to a body temperature check.
Please understand in advance that if you have a fever or otherwise appear to be in ill health or if you do
not cooperate with these countermeasures, you may be refused entry to the venue.
There may be insufficient seating at the Annual General Meeting of Shareholders venue, due to the needto space seats widely, and attendees may be refused entry. We request your understanding in this matter.
The Company’s officers and Annual General Meeting of Shareholders management staff will confirm
their own health before attending, including checking their own temperatures, and wear a face mask
while participating.
Should any major corrections be made to the management of the Annual General Meeting of
Shareholders including the above, such corrections will be announced on the Company’s website(http://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 2021.

-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.
The year-end dividend for this fiscal year shall be as follows, based on the above basic policy andbusiness results of the year.
(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
Total amount: 652,866,300 yen(3) Effective date for distribution of dividends from surplus:
June 28, 2021

-3-

Reference Matters Applying to Proposal 2 to Proposal 6
It is proposed that the Company transitions from a Company with an Audit & Supervisory Board to a
Company with an Audit and Supervisory Committee with the aim of further enhancing corporate governance.
Proposal 2 to Proposal 6 described in pages 7 to 23 of the Reference Documents for the General Meeting of
Shareholders contained herein are all related to the transition to a Company with an Audit and Supervisory
Committee. In submitting this Proposal, an outline of a Company with an Audit and Supervisory Committee,
the reasons for the transition to a Company with an Audit and Supervisory Committee, and an outline of
Proposal 2 through Proposal 6 are explained below.
1. Outline of a Company with an Audit and Supervisory Committee(1) In a Company with an Audit and Supervisory Committee, an Audit and Supervisory Committee
consisting of three (3) or more members, the majority of whom are Outside Directors, replace Audit &Supervisory Board Members in taking responsibility for audits. Accordingly, the Company does nothave Audit & Supervisory Board Members or an Audit & Supervisory Board.
(2) Directors who are Audit and Supervisory Committee members are elected by the General Meeting of
Shareholders, differentiating them from Directors other than Audit and Supervisory Committee
members.
(3) In a Company with an Audit and Supervisory Committee, Audit and Supervisory Committee members
have voting rights as Directors at Board of Directors meetings. Additionally, Audit and Supervisory
Committee members who are elected by the Audit and Supervisory Committee have the authority to
express the opinions of the Audit and Supervisory Committee at general meetings of shareholders
regarding the election, dismissal, and remuneration, etc. of Directors other than Audit and Supervisory
Committee members. This authority (the authority relating to supervision) is not possessed by Audit &Supervisory Board Members.
(4) In a Company with an Audit and Supervisory Committee, in addition to cases where the majority of
Directors are Outside Directors, in the event that it is stipulated in the Articles of Incorporation that theexecution of important business matters may be delegated to Directors by resolution of the Board of
Directors, all or part of decisions on important business execution (excluding the matters listed in each
item of Article 399-13, Paragraph 5 of the Companies Act) may be delegated to Directors. Suchdelegation makes it possible to accelerate management-related decisions and increase the effectivenessof the supervisory functions.
2. Reasons for transitioning to a Company with an Audit and Supervisory Committee
The Company has positioned the further enhancement of our corporate governance system as animportant management issue and has worked to improve management transparency and realize swift
decision making. Going forward, by transitioning to a Company with an Audit and Supervisory
Committee, we believe that we will be able to strengthen the supervisory functions of the Board of
Directors and further improve the soundness and transparency of management by giving voting rights to
Audit and Supervisory Committee members as Directors at Board of Directors meetings. In addition, bytransferring decisions on important business execution from the Board of Directors to Directors, we
believe we will realize swift decision making and flexible business execution, and aim to further
enhance corporate value.
3. Proposal 2 to Proposal 6(1) Transitioning to a Company with an Audit and Supervisory Committee requires amendments to the
Articles of Incorporation, including the deletion of provisions pertaining to Audit & Supervisory Board
Members and the Audit & Supervisory Board, and the establishment of provisions pertaining to Audit
and Supervisory Committee members and the Audit and Supervisory Committee. Therefore, Proposal 2:
Partial Amendments to the Articles of Incorporation proposes that amendments be made to the Articles
of Incorporation to enable the Company to transition to a Company with an Audit and Supervisory
Committee.
(2) In a Company with an Audit and Supervisory Committee, the election of Directors must differentiate
between Directors (excluding Directors who are Audit and Supervisory Committee members) andDirectors who are Audit and Supervisory Committee members; therefore, the election of Directors(excluding Directors who are Audit and Supervisory Committee members) and the election of Directors
who are Audit and Supervisory Committee members are proposed respectively in Proposal 3 andProposal 4.
(3) In a Company with an Audit and Supervisory Committee, the remuneration of Directors must be-4-

determined by resolution of a general meeting of shareholders, differentiating between Directors(excluding Directors who are Audit and Supervisory Committee members) and Directors who are Audit
and Supervisory Committee members in order to ensure the independent status of Audit and Supervisory
Committee members; therefore remuneration for Directors (excluding Directors who are Audit andSupervisory Committee members) and remuneration for Directors who are Audit and Supervisory
Committee members are proposed respectively in Proposal 5 and Proposal 6.

-5-

4. Corporate Governance Structure following the Transition to a Company with an Audit andSupervisory Committee (conceptual diagram)
General Meeting of Shareholders
Appointment/Dismissal

Audit Report

Board of Directors

Audit

Audit and Supervisory
Committee

Appointment/Dismissal

Appointment/Dismissal

Directors (excluding Directors who are Audit andSupervisory Committee members)

Accoun ting
Audito r

Audit
Coordination

ReportAdvice/Instruction

ReportAdvice/Instruction

ReportAudit-6-

Attorney-at-Law
Tax Accountant
Advice/GuidanceNomination & Compensation
Committee

Executive Officers
Meeting

Each Meeting and Committee(Compliance Promotion
Committee), etc.

Head Office/Branches

Findings

ReportInstruction

A d min is tra tio n D iv is io n
(Ge n e ra l A ffa irs a n d Le g a l
D e p a rtme n t )Advisory

ReportInstruction

ReportInstruction

ReportBu sine ss Audit
OfficeManagement
Meeting

ReportProposal/Report

Representative Directors
Instruction

Coordination

Appointment/OversightAppointment/Oversight

Coordination

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments(1) Positioning Audit and Supervisory Committee members, who are responsible for thesupervision of business execution by Directors, as members of the Board of Directors, serves tostrengthen the supervisory function over management and further enhance the corporate
governance system, as well as create a system whereby a considerable portion of decisions onimportant business execution by the Board of Directors can be delegated to Executive Directors.
Therefore, with the objective of accelerating decision making, realizing flexible businessexecution, and further enhancing corporate value, the following amendments will be made inorder to transition from a Company with an Audit & Supervisory Board to a Company with an
Audit and Supervisory Committee.
a) Deletion of the provisions pertaining to Audit & Supervisory Board Members and the
Audit & Supervisory Board (from the current Article 30 to the current Article 38 ofChapter 5 of the current Articles of Incorporation)b) Establishment of provisions pertaining to an Audit and Supervisory Committee and Audit
and Supervisory Committee members (amended Article 4, and amended Article 31 to
Article 34 of amended Chapter 5)c) Establishment of a provision (amended Article 27) enabling the delegation of all or part ofdecisions on important business execution (excluding the matters listed in each item of
Article 399-13, Paragraph 5 of the Companies Act) to Directors by resolution of the Boardof Directorsd) Establishment of a supplementary provision as a transitional measure in accordance withthe deletion of the provision pertaining to limiting the liability of Audit & Supervisory
Board Members (amended supplementary provision)e) Other necessary amendments (from amended Article 19 to Article 23, Article 25, andArticle 28)(2) Amendments to the Articles of Incorporation pertaining to this Proposal shall become effectiveat the conclusion of this Annual General Meeting of Shareholders.
2. Details of the amendments
Details of the amendments are as follows.
(Proposed amendments are underlined.)
Current Articles of Incorporation
CHAPTER I.

Proposed Amendments

GENERAL PROVISIONS

Article 1 to Article 3 <Omitted>

CHAPTER I.

GENERAL PROVISIONS

Article 1 to Article 3 <Unchanged>

Article 4. (Organs)
Article 4. (Organs)
The Company shall have the following organs in
The Company shall have the following organs inaddition to general meetings of shareholders andaddition to general meetings of shareholders anddirectors:
directors:-7-

Current Articles of Incorporation

Proposed Amendments(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditors
Article 5 <Omitted>
Chapter II.

(1) Board of Directors(2) Audit and Supervisory Committee<Deleted>(3) Accounting Auditors
Article 5 <Unchanged>

SHARES

Chapter II.

SHARES

Article 6 to Article 11 <Omitted>

Article 6 to Article 11 <Unchanged>

CHAPTER III.
GENERAL MEETING OF
SHAREHOLDERS
Article 12 to Article 18 <Omitted>

CHAPTER III.
GENERAL MEETING OF
SHAREHOLDERS
Article 12 to Article 18 <Unchanged>

CHAPTER IV.

DIRECTORS AND THE BOARD CHAPTER IV.
DIRECTORS AND THE BOARD
OF DIRECTORSOF DIRECTORS
Article 19. (Number of Directors)
Article 19. (Number of Directors)
The Company shall have nine (9) or less
The Company shall have nine (9) or lessdirectors.
directors (excluding those who are Audit andSupervisory Committee members).
<Newly established>
2. The number of directors who are Audit andSupervisory Committee members of the Company
shall not exceed four (4).
Article 20. (Election of Directors)
Article 20. (Election of Directors)
The election of Directors shall be implemented at The election of directors shall be implemented at aa general meeting of shareholders.
general meeting of shareholders by distinguishingdirectors who are Audit and Supervisory Committee
members and other directors.
2. The resolution for the election of directors shall be 2. The resolution for the election of directors shall be
adopted by a majority vote at meetings attended byadopted by a majority vote at meetings attended byshareholders representing at least a third of theshareholders representing at least a third of thevoting rights of the shareholders entitled to vote.
voting rights of the shareholders entitled to vote.
3. No cumulative voting shall be used for the election 3. No cumulative voting shall be used for the electionof directors.
of directors.

-8-Current Articles of Incorporation

Proposed Amendments

Article 21. (Term of Office of Directors)
Article 21. (Term of Office of Directors)
The term of office of Directors shall be until the
The term of office of directors (excluding those
close of the annual general meeting of shareholders
who are Audit and Supervisory Committee
for the last fiscal year that ends within one (1) year
members) shall be until the close of the annualfrom the time of their election.
general meeting of shareholders for the last fiscal
year that ends within one (1) year from the time of
their election.
<Newly established>
2. The term of office of directors who are Audit andSupervisory Committee members shall be until theclose of the annual general meeting of shareholders
for the last fiscal year that ends within two (2)years from the time of their election.
2. The term of office of any director elected as
3. The term of office of any director (excluding any
substitute for a director who retired before thedirector who is an Audit and Supervisory
expiration of their term of office shall be until the
Committee member) elected as substitute for a
expiration of the term of office of the retired
director (excluding any director who is an Audit
director.
and Supervisory Committee member) who retired
before the expiration of their term of office shall be
until the expiration of the term of office of theretired director (excluding any director who is an
Audit and Supervisory Committee member).
3. The term of office of any additional director shall
4. The term of office of any additional director
be until the expiration of the term of office of other(excluding any director who is an Audit anddirectors then in office.
Supervisory Committee member) shall be until the
expiration of the term of office of other directors
then in office (excluding any director who is an
Audit and Supervisory Committee member).
<Newly established>
5. The term of office of any director who is an Audit
and Supervisory Committee member elected as
substitute for a director who is an Audit andSupervisory Committee member and retired before
the expiration of their term of office shall be until
the expiration of the term of office of the director
who is an Audit and Supervisory Committee
member and retired before the expiration of theirterm of office.
Article 22. (Representative Director)
Article 22. (Representative Director)
The Company’s representative director shall be
The Company’s representative director shall be
appointed by resolution of the Board of Directors.
appointed from among the directors who are not
Audit and Supervisory Committee members by
resolution of the Board of Directors.
Article 23. (Executive Directors)
Article 23. (Executive Directors)
The Board of Directors may appoint a
The Board of Directors may appoint achairperson of the Board, a president,
chairperson of the Board, a president,
vice-chairperson(s) of the Board, executive vice
vice-chairperson(s) of the Board, executive vicepresident(s) and supreme advisor(s) of the Board
president(s) and supreme advisor(s) of the Board
by resolution of the Board of Directors.
from among directors who are not Audit andSupervisory Committee members by resolution of
the Board of Directors.

-9-Current Articles of Incorporation

Proposed Amendments
Article 24 <Unchanged>

Article 24 <Omitted>

Article 25. (Notices for Convening Board of Article 25. (Notices for Convening Board of
Directors)
Directors)
Notices for convening the Board of Directors
Notices for convening the Board of Directors
shall be given to each director and each Audit &shall be given to each director no later than three
Supervisory Board Member no later than three (3)(3) days prior to the day of the Board meeting;days prior to the day of the Board meeting;provided, however, that, in case of urgency, suchprovided, however, that, in case of urgency, such
period may be shortened.
period may be shortened.
Article 26 <Omitted>

Article 26 <Unchanged><Newly established>

Article 27. (Delegation of Decisions on Business
Operations)
The Company may delegate to the directors all orpart of decisions on important business operations(excluding the matters under the items of Article399-13, paragraph (5) of the Companies Act) byresolution of the Board of Directors pursuant to theprovisions of Article 399-13, paragraph (6) of thesame Act.

Article 27. (Remunerations for Directors)
Article 28. (Remunerations for Directors)
Directors’ remunerations, bonuses and other
Directors’ remunerations, bonuses and otherfinancial benefits to be received from the Company
financial benefits to be received from the Company
as consideration for the performance of duties ofas consideration for the performance of duties of
Directors shall be determined by resolutions at
directors shall be determined by resolutions at
general meetings of shareholders.
general meetings of shareholders according to the
distinction between directors who are Audit andSupervisory Committee members and otherdirectors.

Article 28 to Article 29 <Omitted>

Article 29 to Article 30 <Unchanged>

CHAPTER V.
AUDIT & SUPERVISORY BOARD
MEMBERS AND AUDIT & SUPERVISORY BOARD
Article 30. (Number of Audit & Supervisory Board
Members)
The number of Audit & Supervisory Board
Members shall not exceed four (4).

CHAPTER V.

Article 31. (Election of Audit & Supervisory Board
Members)
Audit & Supervisory Board Members shall beelected at a general meeting of shareholders.

- 10 -

AUDIT AND SUPERVISORYCOMMITTEE<Deleted><Deleted>

Current Articles of Incorporation

Proposed Amendments

2. The resolution for the election of Audit &Supervisory Board Members shall be adopted by amajority vote at meetings attended by shareholders
representing at least a third of the voting rights ofthe shareholders entitled to vote.

<Deleted>

Article 32. (Term of Office of Audit & Supervisory
Board Members)
The term of office of Audit & Supervisory Board
Members shall be until the close of the annual
general meeting of shareholders for the last fiscal
year that ends within four (4) years from the timeof their election.
2. The term of office of any Audit & Supervisory
Board Member elected as substitute for an Audit &Supervisory Board Member who retired before theexpiration of their terms of office shall be until the
expiration of the term of office of the retired Audit& Supervisory Board Member.

<Deleted>

Article 33. (Full-time Audit & Supervisory Board
Members)
The Audit & Supervisory Board shall by its
resolution appoint full-time Audit & Supervisory
Board Members.

<Deleted>

Article 34. (Audit & Supervisory Board Rules)
Matters with respect to the Audit & Supervisory
Board shall be subject to applicable provisions oflaws and regulations and this Articles ofIncorporation, as well as to the Audit &Supervisory Board Rules adopted by the Audit &Supervisory Board.

<Deleted>

Article 35. (Notices of Convening Audit &Supervisory Board)
Notices for convening Audit & Supervisory
Board Meetings shall be given to each Audit &Supervisory Board Member at least three (3) days
prior to the day of the Board meeting; provided,
however, that, in case of urgency, such period may
be shortened.

<Deleted>

Article 36. (Method of Resolutions of Audit &Supervisory Board)
Unless otherwise provided for by laws andregulations, resolutions of the Audit & Supervisory
Board shall be adopted by a majority of Audit &Supervisory Board Members.

<Deleted>- 11 -

Current Articles of Incorporation

Proposed Amendments

Article 37. (Remunerations for Audit & Supervisory
Board Members
Remunerations for Audit & Supervisory Board
Members shall be determined by resolutions at
general meetings of shareholders.

<Deleted>

Article 38. (Exemption of Liability of Audit &Supervisory Board Members)
Pursuant to the provisions of Article 426,
paragraph (1) of the Companies Act, the Company
may, by resolution of the Board of Directors,
exempt Audit & Supervisory Board Members(including persons who were Audit & Supervisory
Board Members) from their liabilities with respect
to the acts under Article 423, paragraph (1) of thesame Act to the extent stipulated by laws andregulations.
2. Pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company
may conclude contracts with Audit & Supervisory
Board Members to limit liability for damages
caused by any act under Article 423, paragraph (1)of the same Act. Provided, however, that the limitof liability under such contracts shall be the higherof the predetermined amount not less than three
million (3,000,000) yen or more or the amountspecified by laws and regulations.

<Deleted><Newly established>

Article 31. (Full-time Company Audit andSupervisory Committee Members)
The Audit and Supervisory Committee shall by
its resolution appoint full-time Audit andSupervisory Committee members.

<Newly established>

Article 32. (Audit and Supervisory Committee Rules)
Matters with respect to the Audit andSupervisory Committee shall be subject toapplicable provisions of laws and regulations andthis Articles of Incorporation, as well as to the
Audit and Supervisory Committee Rules adopted
by the Audit and Supervisory Committee.

<Newly established>

Article 33. (Notices of for Convening Audit andSupervisory Committee)
Notices for convening Audit and Supervisory
Committee shall be given to each Audit andSupervisory Committee member at least three (3)days prior to the day of the Committee meeting;provided, however, that, in case of urgency, such
period may be shortened.

- 12 -

Current Articles of Incorporation

Proposed Amendments<Newly established>

Article 34. (Method of Resolutions of Audit andSupervisory Committee)
Resolutions of the Audit and Supervisory
Committee shall be adopted by a majority vote at
meetings attended by a majority of the Audit andSupervisory Committee members entitled to vote.

CHAPTER VI.

ACCOUNTING AUDITORS

Article 39 to Article 40 <Omitted>
CHAPTER VII.

CHAPTER VI.

ACCOUNTING AUDITORS

Article 35 to Article 36 <Unchanged>

EXECUTIVE OFFICERS

CHAPTER VII.

EXECUTIVE OFFICERS

Article 41 to Article 43 <Omitted>

Article 37 to Article 39 <Unchanged>

CHAPTER VIII.

CHAPTER VIII.

ACCOUNTS

Article 44 to Article 47 <Omitted><Newly established>

ACCOUNTS

Article 40 to Article 43 <Unchanged>
Supplementary Provisions(Transitional Measures for Exemption from Liabilityof Audit & Supervisory Board Members)
1. The exemption by resolution of the Board of
Directors from liability for damages under Article
423, paragraph (1) of the Companies Act withrespect to acts carried out by the company Audit &Supervisory Board Members (including those who
were Audit & Supervisory Board Members) prior
to the close of the 95th annual general meeting ofshareholders to be held in June 2021 shall follow
precedents.
2. The contract which limits liability for damages
under Article 423, paragraph (1) of the Companies
Act with respect to acts carried out by the Audit &Supervisory Board Members (including those who
were Audit & Supervisory Board Members) prior
to the close of the 95th annual general meeting ofshareholders to be held in June 2021 shall follow
precedents.

- 13 -

Proposal 3:

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

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed, theCompany shall become a “Company with an Audit and Supervisory Committee” and the terms of office ofall seven (7) Directors will expire at the effective date of the Amendments to the Articles of Incorporation.
Accordingly, the Company proposes the election of seven (7) Directors (excluding Directors who are Audit
and Supervisory Committee members. The same shall apply through this Proposal).
This Proposal shall take effect, provided that the Amendments to the Articles of Incorporation stipulated
in the Proposal 2 “Partial Amendments to the Articles of Incorporation” takes effect.
The selection of candidates for Directors has been made in accordance with the “Policy on Selection of
Candidates for Directors and Audit & Supervisory Board Members, and Overview of its Procedure”
stipulated in pages 25 and 26 and determined by the Board of Directors based on a report to the effect thatsuch selection has been deemed appropriate from the Nomination & Compensation Committee.
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 andManaging Executive
Officer
General Manager ofBusiness Division
Managing Executive
OfficerActing General
Manager ofBusiness Division
Executive Officer
Deputy General
Manager of
Administration
Division1

Reelection

Hiroyuki Hasegawa

February 4,
1960

2

Reelection

Tomoharu
Yunokuchi

December 16,
1957

3

New election

Keiji Isono

May 18, 1961

4

New election

Mitsuru Kotani

April 6, 1964

5

Reelection
OutsideSusumu Fujita

December 23,
1956

Outside Director

Hideaki Takeuchi

May 11, 1959

Outside Director

Shunji Ichiji

July 29, 1963

Outside Director

67

Reelection
OutsideIndependent
Reelection
OutsideIndependent- 14 -

Attendance at theBoard ofDirectors
meetings(Attendance rate)
12 out of 12
meetings(100%)
12 out of 12
meetings(100%)――

12 out of 12
meetings(100%)
11 out of 12
meetings(91%)
12 out of 12
meetings(100%)

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1982
June 2001
June 2002

1

2

Joined the Company
Director, Acting General Manager of Kansai Branch
Director, General Manager of Kansai Headquarters and Kobe
Hiroyuki Hasegawa
Head Office(February 4, 1960)
April 2005
Managing Director, General Manager of Kansai Headquarters
and Kobe Head Office[Reelection]
Director and Managing Executive Officer, Deputy General
April 2007
6,800
Manager of Business Headquarters and General Manager of[Attendance at the
Kanto Headquarters
Board of Directors
April 2011
Director and Managing Executive Officer, General Manager of
meetings]
Tokyo Branch
12 out of 12 meetings
June 2014
Director and Senior Managing Executive Officer, General(100%)
Manager of Business Promotion Division
June 2015
President and Representative Director, Executive Officer (topresent)[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.
July 2003
Joined the Company
Tomoharu
January 2006
General Manager of Fukuoka Branch
Yunokuchi
April 2008
Executive Officer, General Manager of Fukuoka Branch(December 16, 1957)
Managing Executive Officer, General Manager of Fukuoka
June 2013
Branch[Reelection]
April 2016
Managing Executive Officer, General Manager of Kansai
1,400
Branch[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
12 out of 12 meetings
Business Division (to present)(100%)[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 andconstruction technologies 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.

- 15 -

No.

3

4

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1989
September 1991
April 2005
April 2013
June 2013
April 2016
April 2019
June 2019

Number ofshares of theCompany held

Joined Daiei Housing Co., Ltd.
Joined the Company
General Manager of Sales Department Ⅱ of Tokyo Branch
Deputy General Manager of Tokyo Branch
Keiji Isono
Executive Officer, Deputy General Manager of Tokyo Branch(May 18, 1961)
Executive Officer, General Manager of Fukuoka Branch
2,700
Executive Officer, General Manager of Kansai Branch[New election]
Managing Executive Officer, General Manager of Kansai
BranchApril 2021
Managing Executive Officer, Acting General Manager ofBusiness Division (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 General
Manager of Fukuoka Branch. 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.
April 1988
Joined the Company
April 2007
General Manager of Administration Department of Business
Headquarters (stationed in Tokyo)
April 2008
General Manager of Administration Department of Business
Headquarters
Mitsuru Kotani
April 2011
General Manager of Administration Department of Tokyo(April 6, 1964)
Branch
1,400
October 2013
General Manager of Business Management Department of[New election]
Administration Division
June 2015
General Manager of Business Division, General Manager ofBusiness Management Department
April 2017
Deputy General Manager of Administration Division
June 2019
Executive Officer, Deputy General Manager of Administration
Division (to present)[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.

- 16 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 2002

5

6

Number ofshares of theCompany held

Assistant General Manager of President's Office, MARUHAN
Corporation
October 2005
General Manager of Corporate Planning Division
Susumu Fujita
October 2006
Executive Officer, General Manager of Corporate Planning(December 23, 1956)
Division
June 2015
Director and Executive Officer, General Manager of Corporate[Reelection]
Planning Division[Outside]
June 2015
Outside Director, the Company (to present)
July 2015
Director and Executive Officer, General Manager of Corporate[Attendance at the
Planning Headquarters, MARUHAN Corporation―
Board of Directors
April 2018
Director and Senior Executive Officer, General Manager of
meetings]
Corporate Planning Headquarters
12 out of 12 meetings
July 2020
Senior Executive Officer, General Manager of Corporate(100%)
Planning Headquarters
April 2021
Senior Executive Officer in charge of Group Unit Corporate[Years of service]
Planning (to present)
6 years[Significant concurrent positions and expected roles, etc.]
Senior Executive Officer in charge of Group Unit Corporate Planning, MARUHAN
Corporation[Reason for nomination as candidate for Outside Director and expected roles]
The Company nominated him as a candidate for Outside Director to reflect in the Company’s management his many yearsof experience and deep insight in planning and execution of business strategies as well as experience in corporate
management at another company. After his election, the Company expects him to contribute to enhancing thedecision-making function of the Board of Directors by expressing opinions regarding planning of businessstrategies, etc. mainly from a managerial viewpoint, leveraging his professional knowledge as a person withexperience of corporate management.
April 1984
Joined JGC CORPORATION
Hideaki Takeuchi
April 1994
Registered at TOKYO BAR ASSOCIATION(May 11, 1959)
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]
September 2020 Outside Audit & Supervisory Board Member, Zeal
11 out of 12 meetings
Communications Inc. (to present)(91%)[Significant concurrent positions]Chief Attorney, Takeuchi Law Office[Years of service]
Outside Audit & Supervisory Board Member, MEDIUS HOLDINGS Co., Ltd.
6 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.

- 17 -

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 the―January 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 12 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)
4 years[Significant concurrent positions and expected roles, etc.]
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.

(Notes)

1.
2.
3.

4.

5.

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 26) 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 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 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.

- 18 -

Proposal 4:

Election of Three (3) Directors who are Audit and Supervisory Committee Members

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed, theCompany shall become a “Company with an Audit and Supervisory Committee.” Accordingly, theCompany proposes the election of three (3) Directors who are Audit and Supervisory Committee members.
The Audit & Supervisory Board has agreed to this proposal. In line with the transition to a “Company
with an Audit and Supervisory Committee,” the selection of candidates for Directors who are Audit andSupervisory Committee members has been made in accordance with the “Policy on Selection of Candidates
for Directors and Audit & Supervisory Board Members, and Overview of its Procedure” stipulated in pages
25 and 26 and determined by the Board of Directors based on a report to the effect that such selection has
been deemed appropriate from the Nomination & Compensation Committee.
The candidates for Directors who are Audit and Supervisory Committee members are as follows.
[Reference] List of candidates

Name

No.

1

2

3

New election

New election
OutsideIndependent
New election
OutsideIndependent

Date of birth

Shiro Yuasa

October 3,
1961

Takashi Hatsuse

January 9,
1977

Akiko Inoue

January 21,
1976- 19 -

Current positions
and responsibilities
at the Company

Attendance at theBoard ofDirectors
meetings(Attendance rate)

General Manager ofFinance andAccounting
Department,
Administration
Division
Outside Audit &Supervisory Board
Member10 out of 10
meetings(100%)

―

―

―

No.

Name
(Date of birth)

Shiro Yuasa(October 3, 1961)

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

[New election]
June 2017
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 and Accounting
Department of Administration Division
General Manager of Finance and Accounting Department of
Administration Division (to present)

Number ofshares of theCompany held―

[Reason for nomination as candidate for Director]
The candidate has many years of experience in finance and accounting fields and extensive knowledge inthese fields gained through his track records as well as deep insight about the general administrative divisionobtained through his many years of experience as a manager of an administrative division. The Company nominatedhim as a candidate for Director who is an Audit and Supervisory Committee member because we believe that he isable to supervise execution of duties of Directors from a neutral and objective standpoint, contribute to soundmanagement of the Company as well as the maintenance and enhancement of its social trust.
Takashi Hatsuse
October 2002
Registered as an attorney-at-law in Japan (Tokyo Bar(January 9, 1977)
Association) Joined Toranomon Chuo Law Firm
May 2015
Master of Laws, Georgetown University Law Center[New election]
August 2015
Worked at Washington, D.C. Office of Sheppard Mullin[Outside]
Richter & Hampton LLP[Independent]
June 2016
Registered as an attorney-at-law in New York State
November 2017 Joined Uruma Law Offices Legal Professional Corporation[Attendance at the September 2018 Registered as a Certified Fraud Examiner
Board of Directors January 2019
Partner, Uruma Law Offices Legal Professional Corporation
meetings](to present)―
10 out of 10
June 2020
Outside Audit & Supervisory Board Member, the Company
meetings(to present)(100%)[Significant concurrent positions]
Partner, Uruma Law Offices Legal Professional Corporation[Attendance at the
Audit & Supervisory
Board meetings]
10 out of 10
meetings(100%)[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 and Supervisory Committee
member to reflect his extensive experience including overseas business experience and deep insight regarding
corporate ethics, finance and 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 to enhance the functions of decision-making, auditing and supervisionof the Board of Directors by providing advice and expressing opinions from a neutral and objective standpoint.

- 20 -

Name(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

October 2006

3

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
Association) (to present)
April 2017
Councilor of Musashinokai (Social Welfare Corporation) (toAkiko Inoue
present)(January 21, 1976)
Established Nishitokyo Ikoi Law Office
July 2019
Representative attorney, Nishitokyo Ikoi Law Office―[New election](to present)[Outside]
September 2019 Outside Audit & Supervisory Board Member, Nihon Form
[Independent]
Service Co., Ltd. (to present)
July 2020
Councilor of (Public Interest Foundation) International
Manpower Development Organization, Japan (to present)[Significant concurrent positions]Representative attorney, Nishitokyo Ikoi Law OfficeOutside Audit & Supervisory Board Member, Nihon Form Service Co., Ltd.
[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 and Supervisory Committee
member to reflect her extensive experience as a legal professional and deep insight regarding social welfare andinternational 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 ofdecision-making, auditing and supervision of the Board of Directors by providing advice and expressing opinionsfrom a neutral and objective standpoint.

(Notes) 1.
2.
3.

4.

5.

There are no special interests between each candidate for Director who is an Audit and Supervisory Committee
member and the Company.
Mr. Takashi Hatsuse and Ms. Akiko Inoue are candidates for Outside Directors.
The Company has already entered into an agreement with Mr. Takashi Hatsuse in accordance with provisions ofArticle 427, Paragraph 1 of the Companies Act to limit his liability for damages. In the event that Mr. Shiro Yuasa, Mr.
Takashi Hatsuse and Ms. Akiko Inoue are elected as Directors who are Audit and Supervisory Committee members,
the Company will enter into an agreement with them in accordance with provisions of Article 427, Paragraph 1 of theCompanies Act to limit their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act tothree (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 and Ms. Akiko Inoue are elected as Outside Directors who are Audit andSupervisory Committee members, the Company will designate them, persons who meet the Independence Criteria for
Outside Officers stipulated by the Company (see page 26), 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 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 who are Audit and 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.

- 21 -

Proposal 5:

Determination of the Amount of Remuneration for Directors (excluding Directors who are
Audit and Supervisory Committee Members)

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will transition to a Company with an Audit and Supervisory Committee.
The amount of remuneration for Directors of the Company was approved at the 82nd Annual General
Meeting of Shareholders to be within 270 million yen per annum (however, this does not include the salary
portion for Directors concurrently serving as employees), effective to the present. However, in accordancewith the transition to a Company with an Audit and Supervisory Committee, the Company once again requests
that, pursuant to Article 361, Paragraph 1 and Paragraph 2 of the Companies Act, remuneration for Directors(excluding Directors who are Audit and Supervisory Committee members) be set within 270 million yen perannum (including 60 million yen per annum for Outside Directors).
In addition, it is proposed that, as is currently the case, the amount of remuneration for Directors (excluding
Directors who are Audit and Supervisory Committee members) shall not include the salary portion for
Directors concurrently serving as employees.
If Proposal 2 and Proposal 3 are approved as originally proposed, the number of Directors (excluding
Directors who are Audit and Supervisory Committee members) who will be eligible for remuneration as it
relates to this Proposal will be 7 (including 3 Outside Directors).
This Proposal shall take effect provided that the amendments to the Articles of Incorporation in Proposal 2“Partial Amendments to the Articles of Incorporation” become effective.
The setting of the amount of remuneration on this occasion is a review in consideration of the above
circumstances, and the Nomination & Compensation Committee has submitted a report confirming that theamount of remuneration is in accordance with the policy for determining individual remuneration, etc. for
Directors (excluding Directors who are Audit and Supervisory Committee members) (refer to page 41 to 42 of
the Japanese version of this document for an outline) resolved by the Board of Directors, and is appropriate. In
addition, if this Proposal is approved, there are no plans to amend the decision policy. Based on the above, theCompany deems that the details of the Proposal are appropriate.

- 22 -

Proposal 6:

Determination of the Amount of Remuneration for Directors who are Audit andSupervisory Committee Members

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will transition to a Company with an Audit and Supervisory Committee.
Accordingly, pursuant to Article 361, Paragraph 1 and Paragraph 2 of the Companies Act, it is proposedthat the amount of remuneration for Directors who are Audit and Supervisory Committee members be set
within 60 million per annum, taking into consideration various circumstances such as their responsibilities as
Audit and Supervisory Committee members and the economic situation.
If Proposal 2 and Proposal 4 are approved as originally proposed, the number of Directors who are Audit
and Supervisory Committee members who will be eligible for remuneration as it relates to this Proposal willbe 3.
This Proposal shall take effect provided that the amendments to the Articles of Incorporation in Proposal 2“Partial Amendments to the Articles of Incorporation” become effective.
The setting of the amount of remuneration on this occasion takes into consideration the above
circumstances, and the Nomination & Compensation Committee has submitted a report to the effect that theamount is appropriate. For these reasons, the Company deems that the details of this Proposal are appropriate.

- 23 -

Proposal 7:

Election of Accounting Auditor

The term of office of the Accounting Auditor of the Company, Deloitte Touche Tohmatsu LLC, will
expire and it will retire from the position of Accounting Auditor at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, based on the resolution of the Audit & Supervisory Board, theelection of a new Accounting Auditor, Grant Thornton Taiyo LLC, is proposed.
Grant Thornton Taiyo LLC has been selected as a candidate for Accounting Auditor by the Audit &Supervisory Board because the Company judged that it is adequate to serve as Accounting Auditor, upon
comprehensively evaluating the fact that it has a system to ensure appropriate auditing of the Company
based on its expertise, independence, quality management structure and level of audit fees, etc. as an
Accounting Auditor and that auditing in a new perspective can be expected.
The name, location of the main office and corporate history of the candidate for Accounting Auditor are
as follows:(As of March 31, 2021)
Name
Grant Thornton Taiyo LLC
OfficeMain office: 1-2-7 Motoakasaka Minato-ku, Tokyo
Other offices: Osaka Office and other 11 offices
Corporate
September 1971
Established Taiyo Audit Corporation
History
October 1994
Joined Grant Thornton International Ltd
Taiyo Audit Corporation merged with ASG Audit Corporation
January 2006
and changed name to Grant Thornton Taiyo ASG Audit
Corporation
Became a limited liability audit corporation and changed nameJuly 2008
to Grant Thornton Taiyo ASG LLC
July 2012
Merged with Eisho Audit Corporation
October 2013
Merged with Kasumigaseki Audit Corporation
October 2014
Changed name to Grant Thornton Taiyo LLC
July 2018
Merged with Yusei Audit Co.
Capital¥508 million
Corporate
Members
Partners/ employees
84 persons
ProfileSpecified partners
4 personsCertified Public Accountants 308 persons
Successful CPA exam
227 persons
candidates, etc.
Other staff
487 persons
Total
1,110 persons
Number of audit
984 companies
clients- 24 -

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- 25 -

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- 26 -