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

Securities Code: 4819
June 2, 2022
To Our Shareholders:
Kaoru Hayashi, Representative Director

Digital Garage, Inc.

3-5-7 Ebisu Minami, Shibuya-ku, Tokyo

Notice of the 27th Ordinary Shareholders’ General Meeting
We are pleased to announce the 27th Ordinary Shareholders’ General Meeting of Digital Garage, Inc. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by either ofthe following methods. Please review the attached Reference Documents for the Shareholders’ General
Meeting and exercise your voting rights.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval for each proposal on the enclosed voting card, and post it soas to arrive no later than 6:30 p.m. on Tuesday, June 21, 2022 (JST).
[Exercising your voting rights on the Internet]
Please access to the Website for Exercising Voting Rights designated by the Company(https://www.web54.net) and enter your approval or disapproval for each proposal to exercise your voting
rights by no later than 6:30 p.m. on Tuesday, June 21, 2022 (JST).

1The Company’s measures at the 27th Ordinary Shareholders’ General Meeting to prevent the spreadof novel coronavirus disease (COVID-19) are as outlined below. We ask for the cooperation andunderstanding of all shareholders.
<The Company’s responses>
 The officials and staff at the meeting will have their temperatures checked and be wearing face masks.
 Face masks and alcohol-based sanitiser will be available near the venue reception.
 To prevent infection within the venue, the spaces between seats will be increased and the number ofseats will be less than usual.
 For the safety of all shareholders attending the meeting, you will be asked to have your temperatures
checked by the meeting staff before entering the venue. (Two temperature checks: when arriving at
reception and before entering the venue for the meeting)<Requests for Shareholders> Please exercise your voting right prior to the meeting in writing (and return the voting card by post)
or via the internet.
 We recommend that you refrain from attending regardless of health conditions, giving top priority
to the health and safety of shareholders.
 In particular, we strongly recommend that you refrain from attending if you are elderly, have an
underlying disease or are pregnant.
 Please be aware that meeting staff may ask shareholders attending who look unwell to refrain fromentering the meeting.
 Please note in advance that by conducting proceedings in a smooth, brief manner, the meeting is
expected to run for a shorter time than usual.
If there are any significant changes in the arrangements or the venue for the Shareholders’ General Meeting,depending on the future situation, we will publish the information as it becomes available on the Company’s
website (https://www.garage.co.jp/ja/ir/).

2

1. Date and Time:

Wednesday, June 22, 2022, at 10:00 a.m. (Reception starts at 9:30 a.m.)

2. Venue:

Dragon Gate (DG’s conference hall) 18F Shibuya PARCO DG Building
15-1 Udagawa-cho, Shibuya-ku, Tokyo(The number of seats that we can provide is limited because we will need tospace them out to help prevent the spread of COVID-19. As a result, it is possiblethat not everyone who comes to the meeting will be able to enter the venue. We
appreciate your understanding.)

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 27th
fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 27th fiscal year (from April
1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors who are not Audit and Supervisory Committee
Members
Proposal No. 4: Election of Four (4) Directors who are Audit and Supervisory Committee
Members
When you attend the meeting, you are kindly requested to present the enclosed voting card at the reception.
If any changes are made to items in the reference documents for the shareholders’ general meeting and the business report, or
to consolidated financial statements and non-consolidated financial statements, such changes will be posted on the Company’s
website.
The Company’s website: https://www.garage.co.jp/ja/ir/

3

Reference Documents for the Shareholders’ General Meeting
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company views shareholder returns as one of its principal management concerns. Decisions about
dividends are based on considerations of factors such as financial condition, business performance outlook
and future funding needs.
The Company will work to increase capital efficiency through various investments that contribute toincreasing corporate value, business alliances and other means while ensuring financial soundness going
forward, and maintain stable dividends.
The Company, taking into account factors such as operating results for the fiscal year under review andfuture business development, proposes to pay dividends of surplus (year-end dividends) for the 27th fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property and aggregate amount ¥35 per common share of the Company
thereof:¥1,648,214,400 in total
Effective date of dividends of surplus:

Thursday, June 23, 2022

4

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
Accompanying the enforcement of the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on
September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation
since the system for providing informational materials for the general meeting of shareholders inelectronic format is to be introduced.
(1)

(2)

(3)

(4)

As it is required for the Articles of Incorporation to contain provisions on the taking of measures
for the electronic provision of information that constitutes reference documents to the shareholders’general meeting, a proposed amendment is for the establishment of Article 16 (Measures, etc. for
Providing Information in Electronic Format) Paragraph 1.
Of the matters requiring the taking of measures for electronic provision in relation to information
constituting reference documents for the shareholders’ general meeting, the range of the matters to
be stated in documents issued to shareholders who have requested issuance in writing can belimited to that prescribed by Ministry of Justice Order, and therefore, a proposed amendment is forthe establishment of Article 16 (Measures, etc. for Providing Information in Electronic Format)
Paragraph 2.
Since the provisions of Article 16 of the current Articles of Incorporation (Internet Disclosure andDeemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) will nolonger be required upon the introduction of the system for the electronic provision of reference
documents for the shareholders’ general meeting, they will be deleted.
Supplementary provisions will be established regarding the effective date, etc. of theaforementioned provisions to be established and deleted. Such supplementary provisions shall bedeleted upon the passing of that date.

2. Details of the amendments
Details of the amendments are as follows:(Underlined portions are amended)
Current Articles of Incorporation
Proposed Amendments(Internet Disclosure and Deemed Provision of Reference(Deleted)
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribedby the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Established)(Measures, etc. for Providing Information in Electronic
Format)Article 16
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.

5Current Articles of Incorporation

Proposed Amendments
Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the deliveryof paper-based documents by the record date of voting
rights.
Supplementary Provisions(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 2
1 The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and the establishment of
Article 16 (Measures, etc. for Providing Information inElectronic Format) of Proposed Amendments shalltake effect on September 1, 2022.
2 Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) shall remain effective
regarding any general meeting of shareholders held ona date within six months from September 1, 2022.
3 The provisions of this Article shall be deleted on thedate when six months have elapsed since September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.
2

Supplementary Provisions(Established)

6

Proposal No. 3: Election of Nine (9) Directors who are not Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all eight (8) Directors who are not Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members, increasing the number of
Directors who are not Audit and Supervisory Committee Members by one (1) to enhance the management
system.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge and experience to execute the business of the Company accurately, fairly andefficiently as candidates for Directors (excluding Audit and Supervisory Committee Members and Outside
Directors). In addition, it is the policy of the Company to select suitable people who have outstanding
personalities and insight, and are able to provide advice regarding overall management based on their own
knowledge, as well as appropriately represent the views of minority shareholders and other stakeholders at
the Board of Directors from an independent standpoint as Outside Directors who are not Audit andSupervisory Members. Based on these policies, the President Executive Officer proposed candidates andreports were received from the Nomination and Remuneration Advisory Committee, over half of whose
members were independent Outside Directors, regarding whether the candidates were appropriate. After this,the candidates were approved by the Board of Directors. This proposal was examined at the Audit andSupervisory Committee, however no opinion was presented.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
No.

Name

Present position in the Company

1

Kaoru Hayashi

Reelection

Representative Director, President Executive Officer andGroup CEO2

Keizo Odori

Reelection

Director, Vice President Executive Officer and Group COO

3Masahito Okuma

Reelection

Director, Senior Managing Executive Officer and CSO

4

Joichi Ito

Reelection

Director, Senior Managing Executive Officer and Chief
Architect5

Hiroshi Shino

Reelection

Director, Senior Executive Officer

6

Masashi Tanaka

Reelection

Director, Senior Executive Officer

7

Emi Omura

Reelection
OutsideIndependent

Outside Director

8

Makoto Sakai

New election
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

9

Hiromi Ozaki(Nickname: Sputniko!)

New election
OutsideIndependent-

7

CandidateNo.

1

Reelection

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1983

Representative Director, From Garage, Inc.

Aug. 1995

Founded the Company
Representative Director, the Company

Dec. 1996

Representative Director, K Garage, Inc. (now Representative
Partner, K Garage, G.K.) (current position)

June 2003

Chairman and Director, Kakaku.com, Inc. (current position)

Nov. 2004

Representative Director, President and Group CEO, theCompany

Oct. 2013

Director and Chairman, ECONTEXT, INC. (current position)

Oct. 2015
Kaoru Hayashi(December 26, 1959)

Director President & Chairman, econtext Asia Limited (current
position)

July 2016

Director Chairman & CEO, Digital Garage US, Inc. (current
position)

Number of the Company’s
Shares Owned:
6,839,500 shares

July 2016

Director, DG Daiwa Ventures, Inc. (current position)

Sept. 2016

Representative Director, Chairman and CEO, BI. Garage, Inc.
(current position)

Sept. 2016

Representative Director, President Executive Officer andGroup CEO, the Company (current position)

May 2017

Representative Director, Chairman and CEO, DG Ventures,Inc. (current position)

Aug. 2018

Representative Director and Chairman, DG Communications
Co., Ltd.

Sept. 2018

Director, Crypto Garage, Inc. (current position)

June 2021

Representative Director, Chairman and CEO, DG Financial
Technology, Inc. (current position)

June 2021

Representative Director, Chairman and President, DG
Incubation, Inc. (current position)

Reason for the nomination as candidate for Director
Having paid particular attention to the potential of the Internet service in Japan from its predawn era, Kaoru
Hayashi, as founding business manager of the Company, has created new Internet businesses since founding
the Company in 1995. In addition, he has driven the Group business management and contributed to
expansion of the business, leveraging his wealth of insights about overall Internet business. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

8

CandidateNo.

2

Reelection

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Faith, Inc.

June 2005

Director, Faith, Inc.

Sept. 2010

Director, the Company

Apr. 2012

Director, VeriTrans Inc. (now DG Financial Technology, Inc.)

Sept. 2012

Director and in charge of the Payment Segment (now the
Financial Technology Segment), the Company

Sept. 2012

Director, econtext Asia Limited (current position)

Oct. 2013

Representative Director and President, ECONTEXT, INC.
(current position)

Oct. 2015

Director, iRidge, Inc.

June 2017
Keizo Odori(May 10, 1970)

Representative Director and President, DK Gate, Inc. (current
position)

Oct. 2018

Number of the Company’s
Shares Owned:
14,900 shares

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, and in charge of the MarketingTechnology Segment, the Company

Jan. 2019

Director, TD Payment Corporation (current position)

Feb. 2019

Director, CyberBuzz, Inc.

June 2019

Director, DG Daiwa Ventures, Inc. (current position)

Mar. 2020

Director, BI. Garage, Inc. (current position)

Apr. 2020

Director, Senior Managing Executive Officer, in charge of theMarketing Technology Segment, and in charge of the Longterm Incubation Segment, the Company

June 2020

Director, Crypto Garage, Inc. (current position)

June 2021

Director, NaviPlus Co., Ltd. (current position)

June 2021

Representative Director, President and Co-COO, DG Financial
Technology, Inc. (current position)

June 2021

Director, Vice President Executive Officer and Group COO incharge of the Long-term Incubation Segment, Co-Head ofGroup CEO Division, the Company (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Keizo Odori has been engaged primarily in the online settlement business, in his
capacities as Director in charge of the Financial Technology Segment, in charge of the Marketing Technology
Segment, in charge of the Long Term Incubation Segment, and directors of the Group companies. In addition,
he has contributed to the business growth by strengthening the revenue base, managing the operation andimplementing reorganization, by reflecting his wealth of experience in operational management. The
Company therefore expects him to continue appropriately overseeing business operation of the Company anddriving its medium- to long-term growth strategy, and nominated him as a candidate for Director.

9CandidateNo.

3

Reelection

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1999

Joined Mitsubishi Corporation

Mar. 2011

Joined FAST RETAILING CO., LTD.

Dec. 2015

Vice President, UNIQLO USA LLC

Nov. 2016

Joined the Company

Apr. 2017

Corporate Officer and COO of DG Lab, the Company

May 2017

Director, DG Ventures, Inc.

Dec. 2017

Director COO, Digital Garage US, Inc. (current position)

June 2018

Director, Senior Executive Officer, COO of DG Lab, Head ofGroup CEO Division, and Head of Business Innovation
Department, Group CEO Division, the Company

Dec. 2018

Director, Senior Executive Officer, COO of DG Lab, and Headof Group CEO Division, the Company

Apr. 2019
Masahito Okuma(October 24, 1975)

Representative Director and CEO, Crypto Garage, Inc. (current
position)

June 2019

Representative Director, DG Daiwa Ventures, Inc. (current
position)

Number of the Company’s
Shares Owned:
2,100 sharesAug. 2019

Director, Dentsu ScienceJam Inc. (current position)

Nov. 2019

Representative Director, BrainscanTechnologies, Inc. (current
position)

Apr. 2021

Director, Vice President and COO, DG Ventures, Inc. (current
position)

June 2021

Director, DG Financial Technology, Inc. (current position)

June 2021

Director, Vice President and COO, DG Incubation, Inc.
(current position)

June 2021

Director, Managing Executive Officer in charge of the
Incubation Technology Segment, DG Lab, in charge ofStrategic Business and Global Business, Co-Head of GroupCEO Division, Head of Digital Health Department, theCompany

Mar. 2022

Director, Welby, Inc. (current position)

Apr. 2022

Director, Senior Managing Executive Officer and CSO in
charge of the Incubation Technology Segment, DG Lab,
Fintech Shift Strategy, Global Business, Co-Head of GroupCEO Division, the Company (current position)

Reason for the nomination as candidate for Director
Masahito Okuma joined the Company after working at a major general trading company and a major apparelmaker. Since then, taking advantage of his extensive experience in investment and business, he has put effort
into not only the development of next-generation business but also venture investment and global alliances,
mainly while in charge of the Incubation Technology Segment and DG Lab, an R&D organization. The
Company therefore believes that he will continuously promote the appropriate supervision of its business
operations, investment, the development of new business, and global alliances, and that he will contribute toimproving value over the medium- to long-term. Accordingly, the Company nominated him as a candidate for
Director.

10

Candidate
No.

Name (Date of birth)

Joichi Ito(June 19, 1966)

4

Reelection

Number of the Company’s
Shares Owned:
20,000 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1994

Representative Director, Ecosys Ltd.

Aug. 1995

Founded the Company
Representative Director, the Company

June 1999

Director, Digital Garage, Inc.

June 1999

Representative Director and Chairman, Infoseek Corporation

Dec. 1999

Representative Director and President, Neoteny Co., Ltd.

Sept. 2000

Representative Director, Cura Co., Ltd.

June 2002

Director, PIA Corporation

Dec. 2004

Adviser, the Company

Jan. 2005

Director, Technorati Japan, Inc.

Nov. 2005

Director, Mozilla Japan, a Middle-natured Corporation with
the Limited Liability

Aug. 2006

Director, BI. Garage, Inc.

Sept. 2006

Director, the Company

Apr. 2011

Director, Massachusetts Institute of Technology (MIT) MediaLab

July 2011

Director, Digital Garage US, Inc.

June 2012

Board Member, The New York Times Company

June 2013

Director, Sony Corporation (now Sony Group Corporation)

May 2015

Board Member, Chairman, PureTech Health plc

Nov. 2021

Director of the Center for Radical Transformation, Chiba
Institute of Technology (current position)

Feb. 2022

Director, Senior Managing Executive Officer and Chief
Architect, in charge of Digital Architect Design, the Company(current position)

Reason for the nomination as candidate for Director
Joichi Ito has been engaged in a number of Internet businesses, leading penetration of Internet in Japan andco-founding the Company. He has also contributed to business expansion of the Group by leveraging his
broad experience in Internet company management and engagement as venture capitalist. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

11

Candidate
No.

Name (Date of birth)

Hiroshi Shino(July 24, 1976)
Number of the Company’s
Shares Owned:
4,500 shares
5

Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Softbank Finance Corporation

Nov. 2011

Director and Executive Officer, VeriTrans Inc. (now DG
Financial Technology, Inc.)

Apr. 2013

Representative Director, Executive Officer and CEO, NaviPlus
Co., Ltd. (current position)

Oct. 2013

Director, Executive Officer and COO, VeriTrans Inc. (now DG
Financial Technology, Inc.)

July 2015

Corporate Officer, the Company

Sept. 2015

Director, ECONTEXT, INC. (current position)

Sept. 2015

Representative Director, Executive Officer and President,
VeriTrans Inc. (now DG Financial Technology, Inc.)

Oct. 2018

Director, SCORE.Co., Ltd. (current position)

Jan. 2019

Director, TD Payment Corporation (current position)

June 2020

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, the Company (current position)

June 2021

Director, ANA Digital Gate, Inc. (current position)

June 2021

Representative Director, President and Co-COO, Executive
Officer and SEVP, DG Financial Technology, Inc. (current
position)Aug. 2021

Director, Vizitech Solutions Private Limited (current position)

Reason for the nomination as candidate for Director
Hiroshi Shino has been engaged in the online payment business since its early days. He has also contributed tobusiness growth, principally as Representative Director of VeriTrans Inc. (now DG Financial Technology,Inc.) and Director of ECONTEXT, INC., engaging in financial technology businesses, by leveraging his pastexperience since he joined the Group. The Company therefore believes that he will continuously contribute to
the appropriate supervision of its business operations, promoting the financial technology business, andimproving value of the Company over the medium- to long-term. Accordingly, the Company nominated him
as a candidate for Director.

12

Candidate
No.

Name (Date of birth)

Masashi Tanaka(October 27, 1975)
Number of the Company’s
Shares Owned:
24,400 shares
6

Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1998

Joined Nippon Information and Communication Corporation

Aug. 2001

Joined the Company

July 2006

Director, DG&Ibex Company

Oct. 2008

Senior Operating Officer, Executive Vice President of
DG&Ibex Company and Director of econtext Company, theCompany

Jan. 2011

Senior Operating Officer, Head of Hybrid Solution Planning
Office, Executive Vice President of DG&Ibex Company, andExecutive Vice President of econtext Company, the Company

Apr. 2012

Director, VeriTrans Inc. (now DG Financial Technology, Inc.)

Sept. 2012

Director, Head of Corporate Strategy Division, and Executive
Vice President of DG&Ibex Company, the Company

July 2016

Director, in charge of DG Lab, Head of Corporate Strategy
Division and in charge of the Media Incubation Segment, theCompany

Apr. 2017

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and Head ofCorporate Strategy Division, the Company

May 2017

Director, Vice President and COO, DG Ventures, Inc.

June 2017

Director, DK Gate, Inc. (current position)

Jan. 2021

Representative Director, President, DG Incubation, Inc.

Apr. 2021

Director, DG Ventures, Inc. (current position)

Apr. 2021

Director, Senior Executive Officer, and in charge of Group
Data Strategy and Open Network Lab

June 2021

Director, NaviPlus Co., Ltd. (current position)

June 2021

Director, DG Financial Technology, Inc. (current position)

June 2021

Director, Senior Executive Officer in charge of the MarketingTechnology Segment, Recurring Business, and Group
Information Security (CISO), the Company

Dec. 2021

Director, CyberBuzz, Inc. (current position)

Mar. 2022

Director, Dentsu ScienceJam Inc. (current position)

Apr. 2022

Board Director, DG Communications Co., Ltd. (current
position)

Apr. 2022

Director, Senior Executive Officer in charge of the MarketingTechnology Segment, Group Information Security (CISO), theCompany (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Masashi Tanaka has been engaged primarily in the marketing business andbusiness administration of the overall Group, in his capacities as directors of the Group companies and Headof Corporate Strategy Division. In addition, he has contributed to business expansion of the Group andefficiency improvement of the business management based on his in-depth understanding on the overall
Group business operation. The Company therefore expects him to continue appropriately overseeing business
operation of the Company and driving its medium- to long-term growth strategy, and nominated him as a
candidate for Director.

13

Candidate
No.

Name (Date of birth)

Emi Omura(September 2, 1976)

7

Number of the Company’s
Shares Owned:- shares

Reelection
OutsideIndependent

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Oct. 2002

Admitted to practice law in Japan (Tokyo Bar Association)

July 2008

Partner, Athena Law Office

Sept. 2010

Associate Expert, International Labour Office in Geneva, theInternational Labour Organization (ILO)

Jan. 2014

Director, the Office of International Affairs, Japan Federationof Bar Associations

Sept. 2014

Outside Director, the Company (current position)

June 2019

Counsel, Kamiyacho International Law Office

Apr. 2021

Counsel, CLS HIBIYA TOKYO LAW OFFICE

Nov. 2021

Outside Director (Audit and Supervisory Committee Member),Valuence Holdings, Inc. (current position)

Jan. 2022

Partner, CLS HIBIYA TOKYO LAW OFFICE (current
position)

Reason for the nomination as candidate for Outside Director and summary of her expected role
Although Emi Omura has not been involved in corporate management other than having served as an outside
officer, she has experience in global work environment through her post at an international institution in
addition to her wealth of experience and expertise as attorney-at-law. As Outside Director of the Company,
she has provided us with valuable opinions and suggestions concerning business management of the Company
from a broader perspective. The Company therefore expects her to continue contributing to appropriate
oversight of business operation of the Company and ensuring its sound business management, and nominatedher as a candidate for Outside Director who is not an Audit and Supervisory Committee Member.

Makoto Sakai(February 21, 1957)8

New election
OutsideIndependent

Number of the Company’s
Shares Owned:
1,600 shares

Apr. 1986

Admitted to practice law in Japan (Nagoya Bar Association)

Apr. 1988

Registered to the Tokyo Bar Association

Aug. 2000

Established the Sakai Makoto Law Office

June 2001

Outside Corporate Auditor, Oak Capital Corporation (current
position)Mar. 2005

Partner, the Sirius Law Office

Sept. 2010

Outside Auditor, the Company

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Mar. 2019

Representative, the Sakai Makoto Law Office (current
position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Although Makoto Sakai has not been involved in corporate management other than having served as an
outside officer, he has considerable experience and expertise as attorney-at-law. As Outside Auditor andOutside Director who is an Audit and Supervisory Committee Member of the Company, he has provided us
with valuable opinions and suggestions concerning business management of the Company from the legal
perspective. The Company therefore expects him to continue contributing to appropriate oversight of business
operation of the Company and ensuring its sound business management, and nominated him as a candidate for
Outside Director who is not an Audit and Supervisory Committee Member.

14

Candidate
No.

Name (Date of birth)

Hiromi Ozaki(Nickname: Sputniko!)(July 1, 1985)

9

New election
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Sept. 2013

Assistant Professor of Media Lab, Massachusetts Institute ofTechnology (MIT)Apr. 2017

Young Global Leader, World Economic Forum

Oct. 2017

Project Associate Professor of RCA-IIS Design Lab, Instituteof Industrial Science, the University of Tokyo

Apr. 2019

TED fellow

Apr. 2019

Global Future Council, World Economic Forum

Apr. 2019

Associate Professor of Department of Design, Tokyo
University of The Arts (current position)

July 2020

President and CEO, Cradle Inc. (current position)

June 2021

Partner, Swan Song Inc. (current position)

Reason for the nomination as candidate for Outside Director and summary of her expected role
Hiromi Ozaki (Nickname; Sputniko!) has expertise and experience in art, design, technology, diversity andinclusion, among other areas. Deeming that she can provide valuable opinions and suggestions from her
expert perspectives concerning in particular the relationship between art and technology in the context of theweb3 movement, diversity and inclusion, and ESG, and that she can be expected to contribute to appropriate
oversight of business operation of the Company and ensure its sound business management, the Company
nominated her as a candidate for Outside Director who is not an Audit and Supervisory Committee Member.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman and
CEO of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith BI. Garage, Inc. concerning (i) outsourcing service for administrative work of BI. Garage, Inc., (ii)
office leasing, (iii) office equipment leasing at BI. Garage, Inc., (iv) secondment of the Company’s
employees to BI. Garage, Inc., (v) business transactions.
*2 Candidate for Director Keizo Odori serves concurrently as Representative Director and President of DK
Gate, Inc., which is a subsidiary of the Company. The Company has a business relationship with DK
Gate, Inc. concerning (i) outsourcing service for administrative work of DK Gate, Inc., (ii) secondmentof the Company’s employees to DK Gate, Inc.
*3 Candidate for Director Masahito Okuma serves concurrently as President and CEO of Crypto Garage,
Inc., which is a subsidiary of the Company. The Company has a business relationship with Crypto Garage,
Inc. concerning (i) outsourcing service for administrative work of Crypto Garage, Inc., (ii) office leasing,(iii) office equipment leasing at Crypto Garage, Inc., (iv) secondment of the Company’s employees to
Crypto Garage, Inc.
Masahito Okuma also serves concurrently as Representative Director of DG Daiwa Ventures, Inc., which
is an equity-method affiliate of the Company. The Company has a business relationship with DG Daiwa
Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures, Inc.,(ii) office leasing, (iii) office equipment leasing at DG Daiwa Ventures, Inc., (iv) secondment of theCompany’s employees to DG Daiwa Ventures, Inc.
*4 There is no special interest between any other candidates for Directors and the Company.
*5 Candidate for Director Emi Omura is a candidate for Outside Director. At the conclusion of this meeting,her tenure as Outside Director of the Company will have been seven years and nine months.
*6 Candidates for Director Makoto Sakai and Hiromi Ozaki (Nickname: Sputniko!) are new candidates for
Director. In addition, they are candidates for Outside Director.
*7 Candidate for Director Makoto Sakai is currently a Director who is an Audit and Supervisory Committee
Member of the Company. At the conclusion of this meeting, his tenure as Outside Director of theCompany will have been five years and nine months.
*8 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Emi Omura and Makoto Sakai to limit their
liability for damages. If this Proposal is approved, the Company plans to renew the agreement with them.
If the election of candidate for Director Hiromi Ozaki (Nickname: Sputniko!) is approved, the Company
plans to enter into the said agreement with her.
The details of the agreement are as follows:15• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*9 The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs
incurred by Directors in cases where they are liable for damages arising from their performance of duties(unless a coverage exclusion in the insurance policy is applied). The full amount of the insurance
premiums of the insureds is borne by the Company. Each of the Director candidates up for reelection isalready an insured under this policy, and if their reelection is approved, each will continue to be an insured.
As for the candidates for new election, if their election is approved, each will be made an insured. The
policy is scheduled for renewal in November 2022.
*10 The Company has designated candidates for Director Emi Omura and Makoto Sakai as independent
officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified therein. If they are
reelected, the Company plans to continue their independent officer designation.
Candidate for Director Hiromi Ozaki (Nickname: Sputniko!) satisfies the independent officer
requirements in accordance with the regulations of Tokyo Stock Exchange Inc. and the Company plans
to notify her as an independent officer to the said exchange.

16

Proposal No. 4: Election of Four (4) Directors who are Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all five (5) Directors who are Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect four (4) Directors who are Audit and Supervisory Committee Members.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge and experience to audit the execution of duties of Directors accurately, fairly andefficiently as candidates for Directors who are Audit and Supervisory Members. Based on this policy, thePresident Executive Officer proposed candidates, and reports were received from the Nomination andRemuneration Advisory Committee, over half of whose members were independent Outside Directors,
regarding whether the candidate was appropriate. After this, consent was received from the Audit andSupervisory Committee regarding the submission of a proposal for their election at the General Meeting of
Shareholders, and the candidates were approved by the Board of Directors.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candi
date
No.

Name

Present position in the Company

1

Yasuyuki Rokuyata

Reelection

Director, Audit and Supervisory Committee Chairperson

2

Junji Inoue

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee
Member3

Koji Makino

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee
Member4

Shuma Uchino

New election
OutsideIndependent-17

Candidate
No.

Name (Date of birth)

Yasuyuki Rokuyata(April 5, 1956)

1

Reelection

Number of the Company’s
Shares Owned:
407,600 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Feb. 1976

Representative Director, Dude, Co., Ltd. (current position)

July 1994

Director, Studio Garage, Inc.

Dec. 1995

Director, Digital Garage, Inc.

Dec. 2004

Representative Director and President, Creative Garage, Inc.

Mar. 2011

Representative Director and President, DG Ventures, Inc.

July 2011

Director and COO, the Company

Sept. 2012

Director, Vice President and in charge of the Incubation
Segment (now the Incubation Technology Segment), theCompany

July 2013

Director, Digital Garage US, Inc.

June 2015

Representative Director and President, DK Gate, Inc.

Aug. 2015

Director, econtext Asia Limited

Sept. 2016

Director, Vice President Executive Officer, and in charge of
the Incubation Technology Segment, the Company

Nov. 2016

Director, DG Communications Co., Ltd.

Apr. 2017

Director, Vice President Executive Officer, the Company

June 2018

Auditor, DG Daiwa Ventures, Inc. (current position)

June 2018

Auditor, BI. Garage, Inc. (current position)

June 2018

Auditor, DG Communications Co., Ltd. (current position)

June 2018

Auditor, DG Ventures, Inc. (current position)

June 2018

Auditor, DK Gate, Inc. (current position)

June 2018

Director (Audit and Supervisory Committee Chairperson), theCompany (current position)

July 2018

Auditor, D2 Garage, inc. (current position)

Sept. 2018

Auditor, Crypto Garage, Inc. (current position)

Jan. 2019

Auditor, TD Payment Corporation (current position)

Jan. 2020

Auditor, ACADEMIE DU VIN (current position)

Jan. 2021

Auditor, DG Incubation, Inc. (current position)

Reason for the nomination as candidate for Director
Yasuyuki Rokuyata has been active in the business management of the Company since its foundation, andhas been engaged in the overall businesses of the Group, centering on incubation business in his capacities asVice President of the Company and directors of the Group companies. The Company therefore expects him tocontribute to appropriate oversight of business operation of the Company and ensuring its sound business
management by leveraging his extensive experience in business management, and nominated him as a
candidate for Director who is an Audit and Supervisory Committee Member.

18

Candidate
No.

Name (Date of birth)

Junji Inoue(September 18, 1949)

2

Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1974

Joined Mitsubishi Corporation

June 1993

Chief of Palo Alto Office, Mitsubishi International
Corporation
President, MC Silicon Valley

Mar. 2000

Senior Vice President and General Manager, eCommerce
Department, iMIC Division, Mitsubishi International
Corporation

Apr. 2003

Executive Officer, Mitsubishi Corporation

June 2003

Representative Director, Executive Officer & President, IT
Frontier Corp.

Mar. 2005

Representative Director and President, IT Frontier Corp

June 2007

Outside Director, eAccess Ltd.

Apr. 2009

Representative Director & Chairman, CEO and CTO, IT
Frontier Corp.

Apr. 2011

Adviser, IT Frontier Corp.

Apr. 2012

Adviser, Bewith, Inc.

June 2012

Executive Managing Director, Remote Sensing Technology
Center of Japan

Sep. 2012

Outside Auditor, the Company

July 2016

Adviser, Takasago Thermal Engineering Co., Ltd. (current
position)

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

June 2020

Technical Advisor, Executive Managing Director, Remote
Sensing Technology Center of Japan (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Junji Inoue has a wealth of overseas business experience, and as Outside Auditor and Outside Director who is
an Audit and Supervisory Committee Member of the Company, he has provided us with valuable opinions
and suggestions concerning business management of the Company from a global perspective. Deeming that
he can continue to provide oversight and advice concerning the business execution of the Board of Directors
from his specialist perspective, and that he can be expected to contribute to appropriate oversight of business
operation of the Company and ensure its sound business management, the Company nominated him as a
candidate for Outside Director who is an Audit and Supervisory Committee Member.

19

Candidate
No.

Name (Date of birth)

Koji Makino(October 7, 1966)
Number of the Company’s
Shares Owned:
1,200 shares
3

Reelection
OutsideIndependent

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Oct. 1988

Joined KPMG Minato Audit Firm (now KPMG AZSA LLC)
Tokyo Office

Aug. 1992

Became a Certified Public Accountant

Aug. 1997

Manager, KPMG Melbourne Office

Sep. 2000

Century Ota Showa & Co. (now KPMG AZSA LLC) Tokyo
OfficeSep. 2001

Joined Dan Consulting Co., Ltd.

Oct. 2001

Became a Certified Public Tax Accountant

July 2003

Director, Dan Consulting Co., Ltd.

Jan. 2006

Established and Representative, Makino Koji Certified Public
Accountant Office (current position)

Feb. 2009

Director, BE1 Accounting Office (current position)

Sep. 2012

Outside Auditor, the Company

June 2013

Outside Auditor, Inageya Co., Ltd. (current position)

Dec. 2015

Outside Auditor, Obara Group Inc.

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Dec. 2017

Outside Director, Obara Group Inc. (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Although Koji Makino has not been involved in corporate management other than having served as an
outside officer, he has a wealth of experience and expertise as certified public accountant and consultant. In
addition, as Outside Auditor and Outside Director who is an Audit and Supervisory Committee Member of
the Company, he has provided us with valuable opinions and suggestions concerning business managementof the Company from an accounting perspective. Deeming that he can to continue to provide oversight andadvice concerning the business execution of Directors from specialist perspectives, and that he can be
expected to contribute to appropriate oversight of business operation of the Company and ensure its soundbusiness management, the Company nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member.

20

Candidate
No.

Name (Date of birth)

Shuma Uchino(June 29, 1954)

4

New election
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1978

Joined Mitsubishi Corporation (Ferrous Metals Administration
Dept.)

Nov. 1983

Osaka Branch, First Administration Dept., Mitsubishi
Corporation

Sep. 1986

General Accounting Dept. A, Mitsubishi Corporation

Dec. 1989

Corporate Planning Office, Mitsubishi Corporation

Apr. 1992

Mitsubishi International Corporation (New York)

June 1997

Corporate Accounting Dept., Mitsubishi Corporation

Apr. 2000

Corporate Planning Dept., Mitsubishi Corporation

July 2001

Vice President, Mitsubishi Corporation Financial &Management Services (Japan) Ltd.

May 2002

Group CFO, Metals Group (Concurrently) General Manager,
Metals Group Administration Dept., Mitsubishi Corporation

Oct. 2002

Group Controller, Metals Group, Mitsubishi Corporation

June 2004

Senior Vice President, MITSUBISHI MOTORSCORPORATION

Apr. 2008

Senior Executive Officer, MITSUBISHI MOTORSCORPORATION

Apr. 2009

Senior Vice President, Mitsubishi Corporation

July 2010

Senior Vice President, General Manager, Corporate
Accounting Dept., Mitsubishi Corporation

Nov. 2010

Senior Vice President, General Manager, Corporate
Accounting Dept. (Concurrently) Senior Assistant to
Corporate Functional Officer (MC Group Management
Foundations Infrastructure Development), Mitsubishi
Corporation

Apr. 2013

Executive Vice President, Chief Financial Officer, Mitsubishi
Corporation

June 2013

Member of the Board, Executive Vice President, Mitsubishi
Corporation

June 2016

Corporate Adviser, Mitsubishi Corporation

June 2018

Senior Audit & Supervisory Board Member (full time),
Mitsubishi Corporation

June 2019

Full-time Audit & Supervisory Board Member, Mitsubishi
Corporation (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Shuma Uchino has extensive insight concerning corporate management and financial accounting. Deemingthat he can use that insight to provide oversight and advice concerning the business execution of Directors
from his specialist perspectives pertaining particularly to management and administration, and that he can be
expected to contribute to appropriate oversight of business operation of the Company and ensure its soundbusiness management, the Company nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member.

*1 Candidate for Director Junji Inoue is a candidate for Outside Director. He is currently an Outside Director
who is an Audit and Supervisory Committee Member of the Company. At the conclusion of this Ordinary
Shareholders’ General Meeting, he will have been in the post for five years and nine months. Including
his time as an Outside Auditor, Junji Inoue’s total length of service will amount to nine years and ninemonths.
*2 Candidate for Director Koji Makino is a candidate for Outside Director. He is currently an Outside
Director who is an Audit and Supervisory Committee Member of the Company. At the conclusion of thisOrdinary Shareholders’ General Meeting, he will have been in the post for five years and nine months.
Including his time as an Outside Auditor, Koji Makino’s total length of service will amount to nine years
and nine months.
*3 Candidate for Director Shuma Uchino is a new candidate for Director. In addition, he is a candidate for
Outside Director.
21

*4 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Junji Inoue and Koji Makino to limit their liability
for damages. If this Proposal is approved, the Company plans to renew the agreement with them.
If the election of candidates for Director Yasuyuki Rokuyata and Shuma Uchino is approved, theCompany plans to enter into the said agreement with them.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*5 The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs
incurred by Directors in cases where they are liable for damages arising from their performance of duties(unless a coverage exclusion in the insurance policy is applied). The full amount of the insurance
premiums of the insureds is borne by the Company. Each of the Director candidates up for reelection isalready an insured under this policy, and if their reelection is approved, each will continue to be an insured.
As for the candidate for new election, if his election is approved, he will be made an insured. The policy
is scheduled for renewal in November 2022.
*6 The Company has designated candidates for Directors Junji Inoue and Koji Makino as independent
officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified therein. If they are
reelected, the Company plans to continue their independent officer designation.
Candidate for Director Shuma Uchino satisfies the independent officer requirements in accordance withthe regulations of Tokyo Stock Exchange Inc. and the Company plans to notify him as an independent
officer to the said exchange.
*7 There is no special interest between any of the candidates and the Company.

22

(Reference) Composition of the Board of Directors
Assuming Proposal No. 3 and Proposal No. 4 are approved without changes, the composition of theCompany’s Board of Directors will be as follows.
Number of People
Director(excluding Audit andSupervisory Committee
Member)Director(Audit and Supervisory
Committee Member)
Total

Outside Director

Proportion of
Independent Officer

Independent Officer

9

3

3

33.3%

4

3

3

75.0%

13

6

6

46.2%

As shown above, six of the 13 members of the Board of Directors will be Outside Directors, accounting for
more than one third of the total. The all six Outside Directors will be independent officers. The Company
believes this structure will result in highly effective oversight within the Board of Directors.
A skill matrix of the Director candidates will be as follows:
Expertise and Experiences of the Company’s Board of Directors
Name

Post

Kaoru Hayashi

Corporate
Management

Business
Strategy

Financial
Accounting

Representative
Director○○

Keizo Odori

Director○○

Masahito Okuma

Director

○

○

○

○

Joichi Ito

Director

○

○

○

○

Hiroshi Shino

Director○○

Masashi Tanaka

Director○○

Emi Omura

Independent Outside
Director

Makoto Sakai

Independent Outside
Director○

Junji Inoue

Koji Makino

Shuma Uchino

Director(Audit andSupervisory
Committee Member)
Independent Outside
Director(Audit andSupervisory
Committee Member)
Independent Outside
Director(Audit andSupervisory
Committee Member)
Independent Outside
Director(Audit andSupervisory
Committee Member)○

GlobalLegal/
Governance

○

○

○
○

○

Organizationaland Human
Resources
Development
HR

○

○

Hiromi Ozaki
Independent Outside(Nickname: Sputniko!) Director
Yasuyuki Rokuyata

Investment/ Technology/
Incubation
R&D

○

○

○

○
○
○

○

○
○

○

Notes: 1. The titles in “Post” are those expected to be assigned to each candidate if elected at this General Meeting of Shareholders.
2. The skill items marked by a circle are not meant to represent the entire expertise and experience of each candidate.

End23