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, 2022
To Shareholders with Voting Rights:
Hiroyuki Hasegawa
Representative Director & President
ICHIKEN Co., Ltd.
1-1-1, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 96TH 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 96th 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 Monday, June 27, 2022.
[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 Monday, June 27, 2022.
1. Date and Time:

Tuesday, June 28, 2022 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 96th Fiscal Year (April 1, 2021 - March 31, 2022)
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 &Supervisory Committee Members)-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 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.
◎ 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 Committee 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 2022.

-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
100 yen per share of common stock of the Company
Total amount: 725,774,900 yen(3) Effective date for distribution of dividends from surplus:
June 29, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
The revised provisions for the system for electronic provision of materials for general meetingsof shareholders, which are set forth in the proviso of Article 1 of the Supplementary Provisionsof the Act for Partial Amendment of the Companies Act (Act No. 70 of 2019), will be enforced
on September 1, 2022. Accordingly, in order to prepare for this system, the Articles ofIncorporation of the Company shall be amended as follows.
(1) New establishment of provisions to provide information contained in the reference documents
for the general meeting of shareholders, etc. electronically (The proposed amendment of Article
18, Paragraph 1)(2) New establishment of provisions to limit the scope of matters to be included in the paper copy
to be sent to shareholders who have requested it (The proposed amendment of Article 18,
Paragraph 2)(3) Deletion of provisions of Internet Disclosure and Deemed Provision of Reference Documents,
etc. for General Meeting of Shareholders (Article 18 of the current Articles of Incorporation)(4) New establishment of supplementary provisions related to the effective date, in line with theabove establishment and deletion of provisions (The proposed amendment of supplementaryprovisions Paragraph 3 to Paragraph 5)
2. Details of the amendments
Details of the amendments are as follows.
(Proposed amendments are underlined.)
Current Articles of Incorporation
Article 1 to Article 17 <Omitted>

Proposed Amendments
Article 1 to Article 17 <Unchanged>

Article 18. (Internet Disclosure and Deemed
Provision of Reference Documents, etc., for General
meetings of shareholders)
When convening general meetings ofshareholders, the Company may be deemed to haveprovided to shareholders the information formatters to be stated or displayed in reference
documents for general meetings of shareholders,business reports, financial statements andconsolidated financial statements, by disclosing
them through the Internet pursuant to theprovisions of Ministry of Justice Order.

<Deleted><Newly established>

Article 18. (Measures for Electronic Provision, etc.)
1. When convening a general meeting of shareholders,the Company shall provide information containedin the reference documents for the general meetingof shareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all or partof the matters specified in the relevant Ministry ofJustice Order in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.

Article 19 to Article 43 <Omitted>

Article 19 to Article 43 < Unchanged >-4-

Current Articles of Incorporation
Supplementary Provisions
1. to 2. < Omitted >< Newly established>

Proposed Amendments
Supplementary Provisions
1. to 2. < Unchanged >3. The deletion of Article 18 (Internet Disclosure andDeemed Provision of Reference Documents, etc.,
for General Meetings of Shareholders) of the
pre-revised Articles of Incorporation and theestablishment of Article 18 (Measures forElectronic Provision, etc.) of the revised Articles ofIncorporation shall take effect as of September 1,
2022 that is the effective date of the revised
provisions set forth in the proviso of Article 1 of
the Supplementary Provisions of the Act for Partial
Amendment of the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “EffectiveDate”).
4. Notwithstanding the provisions of the preceding
paragraph, Article 18 of the pre-revised Articles ofIncorporation remains in force with respect to thegeneral meeting of shareholders, the date of whichshall be within six (6) months from the EffectiveDate.
5. The provisions of the preceding two paragraphs
and this paragraph will be deleted after the date on
which six (6) months have elapsed from the
Effective Date or the date on which three (3)months have elapsed from the date of the general
meeting of shareholders under the preceding
paragraph, whichever comes later.

-5-

Proposal 3:

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

Director Mr. Susumu Fujita resigned as of March 31, 2022, and the terms of office of six (6) Directors(excluding Directors who are Audit & Supervisory Committee members. The same shall apply hereinafterin this Proposal) will expire at the conclusion of this Annual 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 in page 11 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 are as follows.
[Reference] List of candidates

No.

Name

Date of birth(Age)

Current positions
and responsibilities
at the Company
Representative
Director &President, Executive
Officer
Director andManaging Executive
Officer
Technical Division
Director
Director andManaging Executive
Officer
Sales Division
Director
Director andOperating Officer
Administration
Division Director

1

Reelection

Hiroyuki Hasegawa

February 4,
1960(62 years old)2

Reelection

Tomoharu
Yunokuchi

December 16,
1957(64 years old)3

Reelection

Keiji Isono

May 18, 1961
(61 years old)

4

Reelection

Mitsuru Kotani

April 6, 1964
(58 years old)

Hideaki Takeuchi

May 11, 1959
(63 years old)

Outside Director

Shunji Ichiji

July 29, 1963
(58 years old)

Outside Director

Hirotake Kubota

April 3, 1971
(51 years old)

5

6

7

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
Outside-6-―

Attendance at theBoard ofDirectors
meetings(Attendance rate)
16 out of 16
meetings(100%)
16 out of 16
meetings(100%)

13 out of 13
meetings(100%)
13 out of 13
meetings(100%)
16 out of 16
meetings(100%)
16 out of 16
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 Manager of Kansai Branch OfficeDirector, 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
7,400
Manager of Business Headquarters and General Manager of[Attendance at the
Kanto Headquarters
Board of Directors
April 2011
Director and Managing Executive Officer, Manager of Tokyo
meetings]
Branch Office
16 out of 16 meetings
June 2014
Director and Senior Executive Officer, Business Promotion(100%)
Division Director
June 2015
Representative Director & President, 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 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.
July 2003
Joined the Company
Tomoharu
January
2006
Manager of Fukuoka Branch Office
Yunokuchi
April
2008
Operating Officer, Manager of Fukuoka Branch Office(December 16, 1957)
Managing Executive Officer, Manager of Fukuoka Branch
June 2013
Office[Reelection]
April 2016
Managing Executive Officer, Manager of Kansai Branch Office
2,000Managing Executive Officer, Acting Sales Division Director[Attendance at the April 2019
Board of Directors June 2019
Director and Managing Executive Officer, Sales Division
meetings]
Director
16 out of 16 meetings June 2021
Director and Managing Executive Officer, Technical Division(100%)
Director (to present)[Reason for nomination as candidate for Director]
The candidate has served as Manager of Fukuoka Branch Office 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 is qualified to decide important business execution and supervise execution of duties of Directors.

-7-

No.

Name
(Date of birth)
Keiji Isono(May 18, 1961)[Reelection]

3

4

Past experience, positions, responsibilities
and significant concurrent positions
March 1989
September 1991
April 2005
April 2013
June 2013
April 2016
April 2019
June 2019[Attendance at theBoard of Directors
meetings]
April 2021
13 out of 13 meetings
June 2021(100%)

Joined Daiei Housing Co., Ltd.
Joined the Company
General Manager of Sales Department Ⅱ of Tokyo Branch
Deputy Manager of Tokyo Branch Office
Operating Officer, Deputy Manager of Tokyo Branch Office
Operating Officer, Manager of Fukuoka Branch Office
Operating Officer, Manager of Kansai Branch Office
Managing Executive Officer, Manager of Kansai Branch Office

Number ofshares of theCompany held

3,500

Managing Executive Officer, Acting Sales Division Director

Director and Managing Executive Officer, Sales Division
Director (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.
April 1988
Joined the Company
April 2007
General Manager of Administration Department of Business
Headquarters (stationed in Tokyo)
Mitsuru Kotani
April 2008
General Manager of Administration Department of Business(April 6, 1964)
Headquarters
April 2011
General Manager of Administration Department of Tokyo[Reelection]
BranchOctober 2013
General Manager of Construction Accounting Support
1,900[Attendance at the
Department of Administration Division
Board of Directors June 2015
General Manager of Sales Division, General Manager of
meetings]
Construction Accounting Support Department
13 out of 13 meetings April 2017
Administration Division Deputy Director(100%)
June 2019
Operating Officer, Administration Division Deputy Director
June 2021

Director and Operating Officer, Administration Division
Director (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.

-8-

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
16 out of 16 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.
7 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 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.
16 out of 16 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)
5 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

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

May 2008

7(Notes)Joined MARUHAN Corporation
Construction Section, Construction Division
Hirotake Kubota
July 2017
West Japan Development Section, Development Division,(April 3, 1971)
Development Headquarters
April 2021
General Manager, Construction Purchasing Division, West Japan―[New election]
Company Development Headquarters (to present)[Outside][Significant concurrent positions]
General Manager, Construction Purchasing Division, West Japan Company
Development Headquarters, 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 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. After his election, the Company expe cts him to contribute toenhancing the decision making function of the Board of Directors by providing advice and expressing opinions onplanning of business strategies, etc. mainly from a professional viewpoint on the construction business ofcommercial facilities.
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 and Shunji Ichiji in 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 each candidate is reelected as Outside Director, and in theevent that Mr. Hirotake Kubota is newly elected as Outside Director, the Company will enter into an agreement withthe 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 13) 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.

- 10 -

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 members of the Board 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.

- 11 -

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

Name

Position

Industry knowledge

Corporate
management

Technology

Sales

●

●

●

●

●

●

Finance andaccounting

Legal andcompliance●●[Directors]
Hiroyuki
Hasegawa
Tomoharu
Yunokuchi
Keiji Isono

Representative
Director &President
Director andManaging
Executive Officer
Director andManaging
Executive Officer

Mitsuru Kotani

Director andOperating 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)●●- 12 -

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- 13 -