Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between
this translated document and the Japanese original, the original shall prevail.

Independent Officers Report
1. Basic Information
Company nameCOMTURE CORPORATION

Date submitted

May 30, 2024

Reason for this report

Due to submit a proposal for the election of outside officers to the Ordinary General Meeting ofShareholders

Stock code

3844

Date of changes (Planned) June 21, 2024

All individuals who are qualified to be independent officers are designated as independent officers. (note 1)

2. Independence of Independent Officers and Outside Officers
Outside Director/
Outside Audit & IndependentNo.
NameSupervisory
officera b
Board Member
Outside1 Junko Dochi○
Director
Outside2 Koji Tarutani○
Director
Outside3 Masayuki Tsuzuki○
Director
Outside4 Yutaka Harada
Director
Outside5 Naoko Kimura○
Director

Category (notes 2, 3)
cdefghijk

Notl applicable

○
○
○
△

○

Descriptionof change
Correction/
ChangeCorrection/
ChangeCorrection/
ChangeCorrection/
ChangeCorrection/
ChangeWith theofficer’s
consent
Yes
Yes
Yes

Yes

3. Background of Officers and Reasons for Their Selections
No.

Explanation of suitability to be an officer (note 4)
Not applicable.

1

Not applicable.

2

Reason for selection (note 5)
Ms. Dochi is currently not, and never was, an executive ofCOMTURE or a related company, a party where COMTURE was amajor customer or an executive of such a party, a party that was amajor customer of COMTURE or an executive of such a party, aconsultant, accountant or legal professional who received
significant monetary or other compensation from COMTURE otherthan as a COMTURE officer, or a major COMTURE shareholder.
Ms. Dochi has extensive experience and knowledge concerning
corporate legal affairs as an attorney. As a result, we believe that she
can provide opinions involving our management from an objective
and fair perspective and contribute to strengthening the Company’s
governance and improving corporate value. Therefore, we haveappointed her as an Outside Director.
In addition, as is explained above, we believe that she has sufficient
independence to ensure there will be no conflicts of interest withordinary shareholders. As a result, we have designated her as anindependent director.
Mr. Tarutani was the General Manager of the Audit Department andof the Legal Department of MUFG Bank, Ltd. (Mitsubishi UFJFinancial Group, Inc.) He was then the Representative Director,Senior Managing Executive Officer, and CFO of Chiyoda
Corporation from June 2019 to June 2023.
Mr. Tarutani is currently not, and never was, an executive ofCOMTURE or a related company, a party where COMTURE was amajor customer or an executive of such a party, a party that was amajor customer of COMTURE or an executive of such a party, aconsultant, accountant or legal professional who received
１No.

Explanation of suitability to be an officer (note 4)

Not applicable.

345Mr. Harada was employed by Nomura ResearchInstitute, Ltd., which has a business relationshipwith COMTURE. In addition, he served as SeniorCorporate Managing Director of this company fromApril 2013 to March 2016 and as Audit &Supervisory Board Member from June 2016 to June
2020.
COMTURE recorded sales from Nomura ResearchInstitute concerning the construction of IT systems.
These sales are less than 3% of our consolidatedsales.
Not applicable.

Reason for selection (note 5)
significant monetary or other compensation from COMTURE otherthan as a COMTURE officer, or a major COMTURE shareholder.
We believe that Mr. Tarutani has the appropriate skills to serve as anOutside Director and member of the Audit & Supervisory
Committee because he can use his knowledge of finance, risk
management and other fields to contribute to progress and thegrowth of corporate value at COMTURE. Therefore, we haveappointed him as an Outside Director who are members of Audit &Supervisory Committee.
In addition, as is explained above, we believe that he has sufficient
independence to ensure there will be no conflicts of interest withordinary shareholders. As a result, we have designated him as anindependent director.
Mr. Tsuzuki was employed at an IT system subsidiary of Mitsubishi
Corporation and was then an advisor at this company. He was then afull-time Audit & Supervisory Board member of Coca-Cola Central
Japan Co., Ltd. and was an outside director of JFE Systems, Inc.
Mr. Tsuzuki is currently not, and never was, an executive ofCOMTURE or a related company, a party where COMTURE was amajor customer or an executive of such a party, a party that was amajor customer of COMTURE or an executive of such a party, aconsultant, accountant or legal professional who received
significant monetary or other compensation from COMTURE otherthan as a COMTURE officer, or a major COMTURE shareholder.
We believe that Mr. Tsuzuki will contribute to strengthening
corporate governance through his objective advice on overallmanagement based on his extensive insight gained throughextensive business and management experience. Therefore, we haveappointed him as an Outside Director who are members of Audit &Supervisory Committee.
In addition, as is explained above, we believe that he has sufficient
independence to ensure there will be no conflicts of interest withordinary shareholders. As a result, we have designated him as anindependent director.
Mr. Harada was employed by Nomura Research Institute, Ltd.,
which has a business relationship with COMTURE. In addition, heserved as Senior Corporate Managing Director of this company
from April 2013 to March 2016 and as Audit & Supervisory Board
Member from June 2016 to June 2020.
Mr. Harada has considerable experience and accomplishments as an
Audit & Supervisory Board member in the IT industry. As a result,
we believe that he has the skills required to be a Director who is amember of Audit & Supervisory Committee. Therefore, we haveappointed him as an Outside Director who are members of Audit &Supervisory Committee.
Ms. Kimura is currently not, and never was, an executive ofCOMTURE or a related company, a party where COMTURE was amajor customer or an executive of such a party, a party that was amajor customer of COMTURE or an executive of such a party, aconsultant, accountant or legal professional who received
significant monetary or other compensation from COMTURE otherthan as a COMTURE officer, or a major COMTURE shareholder.
Ms. Kimura has the appropriate skills to serve as an Outside
Director and member of the Audit & Supervisory Committee due toexperience and knowledge involving financial auditing activities asa certified public accountant for listed companies and companies
preparing to be listed. As a result, we believe that she can contributeto progress and the growth of corporate value at COMTURE byusing an objective and fair perspective to state opinions and provide
advice concerning management. Therefore, we have appointed her
2No.

Explanation of suitability to be an officer (note 4)

Reason for selection (note 5)
as an Outside Director who are members of Audit & Supervisory
Committee.
In addition, as is explained above, we believe that she has sufficient
independence to ensure there will be no conflicts of interest withordinary shareholders. As a result, we have designated her as anindependent director.

4. Supplementary Explanation

Notes:
1. Mark the checkbox if all outside officers who are qualified to be independent officers are designated as independent officers.
2. Items to check concerning the category of each officer
a. Executive of the Company or its subsidiaryb. Non-executive Director or accounting advisor of the Company or its subsidiaries (for outside Audit & Supervisory BoardMembers)c. Non-executive Director or executive of a parent company of the Company
d. Audit & Supervisory Board Member of a parent company of the Company (for outside Audit & Supervisory Board Members)e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from theCompany besides compensation as an Audit & Supervisory Board Member
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h) (the Director/Audit &Supervisory Board Member himself/herself only)
k. Executive of a company, where COMTURE Outside Directors/Audit & Supervisory Board Members are mutually appointed (theDirector/Audit & Supervisory Board Member himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Director/Audit & Supervisory BoardMember himself/herself only)
Note that all of the items from “a” to “l” are shortened versions of the text for items designated by securities exchange rules.
3. “○” when the Director/Audit & Supervisory Board Member presently falls or has recently fallen under the category;“△” when the Director/Audit & Supervisory Board Member fell under the category in the past“●” when a close relative of the Director/Audit & Supervisory Board Member presently falls or has recently fallen under the category;“▲” when a close relative of the Director/Audit & Supervisory Board Member fell under the category in the past
4. When any item from “a” to “l” is applicable to an independent officer, please include a brief explanation.
5. Please enter the reason for the selection of the independent officer.

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