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 shall prevail.

Securities Code: 9644
June 6, 2023
To Our Shareholders:
Takahiko Wakamatsu
President and Chief Executive Officer
Tanabe Consulting Group Co., Ltd.
3-3-41 Miyahara, Yodogawa-ku, Osaka

Notice of the 61st Annual General Meeting of Shareholders
We are pleased to announce the 61st Annual General Meeting of Shareholders of the Company to be held as follows.
For the convocation of this General Meeting of Shareholders, the Company has adopted the electronic provision
measure for information in the General Meeting of Shareholders Reference Documents, etc. (Matters concerning
Electronic Provision Measure), and posted them on the following websites, so please access any of the websites toconfirm the information.
[Company website]
https://www.tanabeconsulting-group.com/ir/ (in Japanese)(Please refer to the “Notice of the 61st Annual General Meeting of Shareholders” on the above website.)[Website for General Meeting of Shareholders documents]
https://d.sokai.jp/9644/teiji/ (in Japanese)[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(To confirm the information, please access the TSE website (Listed Company Search), enter or search by Issue name
(Tanabe Consulting Group Co., Ltd.) or the securities code (9644), select “Basic information” and then “Documentsfor public inspection/PR information,”) and review “Notice of Annual General Meeting of Shareholders/Reference
Documents for the General Meeting of Shareholders.”
We ask shareholders to exercise your voting rights using either of the methods set out on pages 3 to 4 (in Japaneseonly). Again this year, we will take measures to prevent the spread of COVID-19, and we ask for your understanding
and cooperation in this regard.
1. Date and time:
2. Venue:

Tuesday, June 27, 2023, at 10:00 a.m. (JST)5F, “Canale” Room, Mielparque Osaka
4-2-1 Miyahara, Yodogawa-ku, Osaka

3. Agenda
Matters to be reported:
1. Business Report, Consolidated Financial Statements, and Audit Reports on the Consolidated Financial
Statements by Accounting Auditor and Audit and Supervisory Committee for the 61st Fiscal Year (April 1,
2022 - March 31, 2023)
2. Non-consolidated Financial Statements for the 61st Fiscal Year (April 1, 2022 - March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus for the 61st Fiscal Year
Proposal No. 2
Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Election of One (1) Director Who Is a Substitute Audit and Supervisory Committee
Member-1-

1. For this General Meeting of Shareholders, a document stating the Matters concerning Electronic Provision Measure will be
uniformly sent to all shareholders, regardless of the Request for Delivery of Documents. Of the Matters concerning Electronic
Provision Measure, the following items are not included in the document to be sent pursuant to the provisions of law and Article 15of the Company’s Articles of Incorporation.
・“Framework to Ensure Proper Business Operations and the Operational Status of This Framework” in the Business Report
・Notes to the Consolidated Financial Statements
・Notes to the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements included in thisdocument are a part of the audited documents for the preparation of the Audit Report and the Accounting Audit Report by the Audit
and Supervisory Committee and the Accounting Auditor, respectively.
2. Any revisions to the Matters concerning Electronic Provision Measure shall be posted on the respective websites listed on page 1
to that effect, describing the matters before and after the revision.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus for the 61st Fiscal Year

The Company considers a basic goal of its management to be the consistent generation of profit, while making
strategic investments to achieve sustainable growth and enhance corporate value over the medium- to long-term, andmaintaining a robust financial foundation to provide against sudden changes in the operating environment.
And, we strive to stably and actively pay dividends from retained earnings based on profits generated through ourbusiness activities.
In accordance with this policy, the Company proposes to pay a year-end dividend for the 61st fiscal year, as follows.
Year-end dividends
1. Type of dividend assets
To be paid in cash.
2. Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥33 per common stock of the Company.
In this event, the total dividends will be ¥562,801,536.
Accordingly, the annual dividend, including the interim dividend (¥9 per share), will be ¥42 per share (dividend
payout ratio: 99.3%).
3. Effective date of dividends of surplus
The effective date will be June 28, 2023.
(Note) The Company conducted a two-for-one share split on October 1, 2021. A converted figure is stated above as
the “annual dividend per share,” taking the said share split into consideration.

-3-

Proposal No. 2

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of service of all five (5) Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies to the rest of this proposal) will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes reelection of five (5) Directors.
Having taken into account the execution of business by candidates for Director and performance in the fiscal year
under review, the Audit and Supervisory Committee has expressed the opinion that each of the individuals is asuitable candidate for Director of the Company.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

1

Reelection

Takahiko Wakamatsu

President and Chief Executive Officer

2

Reelection

Yoshikuni Nagao

Executive Vice President

3

Reelection

Norihito Minamikawa

Senior Managing Director

4

Reelection

Masaru Warata

Senior Managing Director

5

Reelection

Masahiro Matsunaga

Director-4-

Attendance atBoard of Directors
in FY2022
15/15(100%)
15/15(100%)
15/15(100%)
15/15(100%)
15/15(100%)

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1989
Oct. 2001
June 2003
Apr. 2006
June 2008

Apr. 2009
Apr. 2010

Takahiko Wakamatsu(March 2, 1965)

Apr. 2012

Reelection

June 20121
Apr. 2014

June 2014

Apr. 2022
Oct. 2022

Joined the Company
General Manager of Osaka Head OfficeDirector and General Manager of Osaka Head
OfficeDirector with Responsibility for Osaka Head
Office and Chugoku/Shikoku Branch Office
Managing Director with Responsibility for
Chubu Head Office, Osaka Head Office andChugoku/Shikoku Branch OfficeSenior Managing Director and General
Manager of Consulting Department
Senior Managing Director and General
Manager of Consulting Department with
Responsibility for Network Department
Executive Vice President and General Manager
of Consulting Department with Responsibility
for Network Department
Executive Vice President and General Manager
of Consulting Department with Responsibility
for Network Department and Administration
Department
President and Chief Executive Officer with
Responsibility for Administration Department
and Compliance
President and Chief Executive Officer with
Responsibility for Compliance (current
position)
President and Representative Director of
Tanabe Consulting Company
President and Chief Executive Officer with
Responsibility for Compliance (current
position)

Number ofCompany shares
held

126,265 shares

Reasons for nomination as candidate for Director
As the Chairman of the Board of Directors of the Company, Takahiko Wakamatsu has managed the Board of Directors
appropriately, and as the head of overall management and strategies, he has provided proper supervision. While
practicing and pursuing with the management philosophy, he has promoted the “TCG Future Vision 2030” mediumterm management plan 2021-2025, worked as Chair of the Compliance Committee, and done his utmost to achievesustainable growth and enhance the Group’s corporate value over the medium- to long-term.
For these reasons, the Company requests reelection of the candidate as Director.
Special Interests with the Company
None

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1985
Apr. 2002
June 2005
Apr. 2006
Apr. 2008

Apr. 2009
Apr. 2013
Apr. 2014
Apr. 2015
Yoshikuni Nagao(December 23, 1964)
Reelection

Apr. 20162
Apr. 2018

June 2018

June 2021
Apr. 2022
June 2022

Joined the Company
Head of Hokkaido Branch OfficeDirector and Head of Hokkaido Branch OfficeDirector with Responsibility for Tokyo Head
Office and Hokkaido Branch OfficeDirector with Responsibility for Tokyo Head
Office, Hokkaido Branch Office, and Niigata
Branch Office
Managing Director and Deputy General
Manager of Consulting Department
Senior Managing Director and Deputy General
Manager of Consulting Department
Senior Managing Director and General
Manager of Consulting Department
Senior Managing Director and General
Manager of Consulting Strategy Department
with Responsibility for the Strategic Laboratory
and SP Consulting Department
Executive Vice President and General Manager
of Consulting Strategy Department with
Responsibility for the Strategic Laboratory and
SP Consulting Department
Executive Vice President and General Manager
of Management Consulting Department with
Responsibility for the Strategic Laboratory and
SP Consulting Department
Executive Vice President and General Manager
of Management Consulting Department with
Responsibility for the Strategic Laboratory
Executive Vice President and General Manager
of Management Consulting Department
Executive Vice President (current position)
Director and Executive Vice President of
Tanabe Consulting Company (current position)

Number ofCompany shares
held95,186 shares

Reasons for nomination as candidate for Director
Yoshikuni Nagao properly manages the Company’s Board of Directors by supporting its Chairperson, and properly
supervises all management consulting business of Tanabe Consulting Company, which is our main operating company.
He has promoted the “TCG Future Vision 2030” medium-term management plan 2021-2025, and done his utmost toachieve sustainable growth and enhance the Group’s corporate value over the medium- to long-term.
For these reasons, the Company requests reelection of the candidate as Director.
Special Interests with the Company
None

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1993
Oct. 2004
Apr. 2007
June 2012
Apr. 2013
Apr. 2014

Apr. 2015

Apr. 2017

Apr. 2018

Apr. 20193

Norihito Minamikawa(March 4, 1963)
Reelection
Apr. 2020

Jan. 2021
Apr. 2021

Apr. 2022

June 2022
Oct. 2022

Joined the Company
Deputy General Manager of Western Head
OfficeGeneral Manager of Western Head OfficeDirector and General Manager of Western Head
OfficeDirector with Responsibility for Western Head
Office and Okinawa Branch OfficeDirector with Responsibility for Western Head
Office, Chugoku/Shikoku Branch Office, andOkinawa Branch Office
Managing Director with Responsibility for
Kyushu Head Office, Chugoku/Shikoku Branch
Office, and Okinawa Branch Office
Managing Director with Responsibility for
Consulting Strategy Department, Kyushu Head
Office, Chugoku/Shikoku Branch Office, andAlliance Strategy
Managing Director with Responsibility forManagement Consulting Department, Kyushu
Head Office, Chugoku/Shikoku Branch Office,and Stage-up Consulting Strategy, M&A
Alliance Consulting Strategy, and Financial
Domain Consulting Strategy
Managing Director with Responsibility forManagement Consulting Department, Kyushu
Head Office, Chugoku/Shikoku Branch Office,
M&A Alliance Consulting Strategy, andFinancial Domain Consulting Strategy
Managing Director with Responsibility forManagement Consulting Department, Kyushu
Head Office, Chugoku/Shikoku Branch Office,and M&A Alliance Consulting Department
Director of Growin’ Partners Inc. (current
position)
Senior Managing Director of the Company with
Responsibility for Management Consulting
Department Tokyo, M&A Consulting
Department, and Domain Consulting Strategyof the Company
Senior Managing Director with Responsibility
for Strategy and Domain Consulting
Department, General Manager of M&A
Alliance Consulting Department
Senior Managing Director of Tanabe
Consulting Company
Senior Managing Director of the Company(current position)
Senior Managing Director of Tanabe
Consulting Company, in charge of Strategy andDomain Consulting Department, General
Manager of M&A Alliance Consulting
Department (currently M&A Consulting)(current position)-7-

Number ofCompany shares
held

36,415 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number ofCompany shares
held

Reasons for nomination as candidate for Director
Norihito Minamikawa leads the Strategy and Domain Consulting Department and M&A Consulting Department of ourmain operating company, Tanabe Consulting Company, and also serves as Director of our operating company, Growin’
Partners Inc. Based on his wealth of business experience and broad knowledge of management in general, he ispromoting our Medium-term Management Plan (2021-2025), “TCG Future Vision 2030,” and is committed to thesustainable growth of our Group and the enhancement of its corporate value over the medium to long term.
For these reasons, the Company requests reelection of the candidate as Director.
Special Interests with the Company
None

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2000
Apr. 2006
Apr. 2011
June 2014
Apr. 2016
Apr. 2017

Apr. 2018

Apr. 2019

Apr. 2020
Masaru Warata(July 19, 1965)
Reelection

Jan. 2021
Apr. 2021

4
Apr. 2022

June 2022
Oct. 2022

Apr. 2023

Joined the Company
Deputy General Manager of Osaka Head Office
General Manager of Osaka Head OfficeDirector and General Manager of Osaka Head
OfficeDirector with Responsibility for Osaka Head
OfficeDirector with Responsibility for Consulting
Strategy Department, Osaka Head Office, andOkinawa Branch OfficeDirector with Responsibility for Management
Consulting Department, Osaka Head Office,Okinawa Branch Office, and HR Development
Consulting Strategy
Director with Responsibility for Management
Consulting Department Osaka, Okinawa
Branch Office, and HR Development
Consulting Strategy
Director with Responsibility for Management
Consulting Department Osaka, Okinawa
Branch Office, and Function Consulting
Strategy
Director of Growin’ Partners Inc. (current
position)Managing Director with Responsibility forManagement Consulting Department Osaka,and General Manager of Consulting Support for
Osaka Head Office with Responsibility for
Function Consulting Strategy of the Company
Senior Managing Director with Responsibility
for Corporate Finance Consulting Department,
Digital Consulting Department and CRM
Consulting/Consulting Support (Osaka, Tokyo)
Senior Managing Director of Tanabe
Consulting Company
Senior Managing Director of the Company(current position)
Senior Managing Director of Tanabe
Consulting Company, in charge of Corporate
Finance Consulting Department, Digital
Consulting Department and CRM
Consulting/Consulting Support (Osaka, Tokyo)
Senior Managing Director, in charge of Digital
Consulting Department and Corporate FinanceConsulting Department (current position)

Number ofCompany shares
held

30,141 shares

Reasons for nomination as candidate for Director
Masaru Warata leads the Digital Consulting Department and Corporate Finance Consulting Department of our main
operating company, Tanabe Consulting Company, and also serves as Director of our operating company, Growin’
Partners Inc. Based on his wealth of business experience and broad knowledge of management in general, he ispromoting our Medium-term Management Plan (2021-2025), “TCG Future Vision 2030,” and is committed to thesustainable growth of our Group and the enhancement of its corporate value over the medium to long term.
For these reasons, the Company requests reelection of the candidate as Director.
Special Interests with the Company
None

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2014

June 2014

Masahiro Matsunaga(February 13, 1959)

Oct. 2014
Apr. 2015

Reelection
Apr. 20195
June 2022
Oct. 2022

Joined the Company
General Manager of Administration Department
and General Manager of General Affairs
Division, Administration Department
Director, General Manager of Administration
Department, and General Manager of General
Affairs Division, Administration Department
Director and General Manager of
Administration Department
Director and General Manager of Business
Administration Department
Director, in charge of Corporate Department(currently Corporate Strategy Department)(current position)
Director of Tanabe Consulting Company
Director, in charge of Corporate Department(currently Corporate Strategy Department)(current position)

Number ofCompany shares
held

37,991 shares

Reasons for nomination as candidate for Director
Masahiro Matsunaga leads the promotion of our Group’s corporate strategy, and based on his extensive operating
experience and broad knowledge of management in general, he promotes the medium-term Management Plan (20212025) “TCG Future Vision 2030” from the perspective of strengthening the Group’s corporate strategy division. He iscommitted to the sustainable growth of our Group and the enhancement of its corporate value over the medium to longterm.
For these reasons, the Company requests reelection of the candidate as Director.
Special Interests with the Company
None[Summary of directors and officers liability insurance policy]
Pursuant to the provisions of Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a
directors and officers liability insurance policy with an insurance company. The scope of the insured under thisinsurance policy includes Directors, Corporate Auditors, Executive Officers, important employees, Directors andCorporate Auditors temporarily posted outside the company of the Company and the Company’s subsidiaries listed
on page 31 of the Business Report under “I 3 2. Main subsidiaries (in Japanese only),” and all five candidates for
Director become the insured. All insurance premiums will be paid by the Company.
In summary, this insurance liability policy provides for the insurance company to cover the insured for any loss
arising from responsibility incurred during the execution of their duties, or for claims incurred during the pursuit ofthose responsibilities, and is renewed on an annual basis. In addition, when the policy is renewed, the Company plansto renew the policy with the same terms.

- 10 -

Reference
Expertise and experience of Directors (skill matrix)
As our policy, the Board of Directors shall consist of human resources with abundant knowledge, deep insight, andadvanced expertise required by the Group, and as for outside Directors, to have them supervise business execution
from various perspectives, considering the expertise, experience, diversity, and balance of all outside Directors, weshould elect talent with expertise and experience that allow them to properly oversee the Group’s medium- to longterm management issues.
If Proposal No. 2 “Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” and Proposal No. 3 “Election of Three Directors Who are Audit and Supervisory Committee Members”
are approved, the Board of Directors of the Company will consist of members with the following skills.

Expertise and experience
Position and Name
Corporate
management

Director

Director(Audit and

Finance/

Human resource

Legal affairs

Corporateaccounting

development

Risk management

GovernanceTakahiko
Wakamatsu●●●

Yoshikuni
Nagao

●

●

●

●

●

●

MasaruWarata●●●Masahiro
Matsunaga

●

●

●

●

Norihito
Minamikawa

Ryo Ichida

HiroshiSupervisory
KanbaraCommittee
member)MarketingMaki Imura

OutsideOutsideOutside

●

●

●

●

●

●

●

●

●

●

- 11 -ESG●

Proposal No. 3

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this annual general meeting of shareholders. Therefore, the Company proposes the election of three
Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit and Supervisory Committee Member are as follows:

Candidate
No.

Name

Current position in the
Company1Reelection

Ryo Ichida

Outside Director

2

Reelection

Hiroshi Kanbara

Outside Director

3

Reelection

Maki Imura

Outside Director- 12 -

Attendance atBoard of Directors
in FY2022
15/15(100%)
15/15(100%)
15/15(100%)

Attendance at
Audit andSupervisory
Committee in
FY2022
14/14(100%)
14/14(100%)
14/14(100%)

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number ofCompany shares
held

Oct. 1981

1

Notes:

Joined the Tetsuzo Ota Office (currently Ernst& Young ShinNihon LLC)
Mar. 1985
Registered as Certified Public Accountant (topresent)
July 2002
Representative Partner of Shin Nihon & Co.
(currently Ernst & Young ShinNihon LLC)
(currently Senior Partner)
Dec. 2004
Registered as Tax Accountant (to present)
Sep. 2007
Head of West Japan Block and Osaka Office,Shin Nihon & Co. (currently Ernst & YoungRyo Ichida
ShinNihon LLC)
(April 2, 1952)
15,384 shares
July 2013
Director of Ryo Ichida Certified Public
Reelection
Accountant Office (current position)
June 2014
Outside Corporate Auditor of Keifuku Electric
Railroad Co., Ltd. (current position)
Outside Corporate Auditor of Daicel Co., Ltd.
June 2015
Outside Director of the Company
June 2019
Outside Director of the Company (Audit andSupervisory Committee Member) (current
position)
June 2022
Corporate Auditor of Tanabe Consulting
Company (current position)
Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andsummary of expected roles
Mr. Ryo Ichida has no experience of being involved in corporate management other than as an outside officer. However,
we propose that he continues to be elected as an Outside Director as a member of the Audit and Supervisory Committee
in order to reflect his high level of expertise as a certified public accountant and tax accountant and his extensive
experience at an auditing firm in auditing and supervising the Company’s management, and also to contribute totransparency and fairness of the Company’s management by being involved in the selection of candidates for Directors
and the determination of remuneration, etc. of the Company from an objective standpoint.
Special Interests with the Company
None
1. Mr. Ryo Ichida is a candidate for Outside Director.
2. Mr. Ryo Ichida is currently an Outside Director of the Company, and at the conclusion of this meeting, his tenure will
have been eight years.
3. The Company has registered Mr. Ryo Ichida as an independent officer as stipulated by the Tokyo Stock Exchange. If theelection is approved, the Company will continue to designate the candidate as an independent officer.
4. Mr. Ryo Ichida has executed a limited liability contract with the Company and will continue to do so if his election isapproved. The summary is as follows.
• In cases that satisfy the requirements of laws and regulations in relation to liability pursuant to Article 423, paragraph
1 of the Companies Act, the liability of the individual shall be limited to the total of the amounts set out in each of theitems of Article 425, paragraph 1 of the Companies Act.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number ofCompany shares
held

Oct. 2002

2

Notes:

Registered as attorney-at-law (to present)
Joined Wakakusa Law Office
Oct. 2007
Joined Kiyota Sogo Law & Accounting Office
Hiroshi Kanbara
Nov. 2009
Joined Kikkawa Law Office(April 3, 1975)
2,537 shares
July 2013
Partner (current position)
June 2018
Outside Director of the Company
Reelection
June 2019
Outside Director of the Company (Audit andSupervisory Committee Member) (current
position)
Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andsummary of expected roles
Mr. Hiroshi Kanbara has no experience of being involved in corporate management in the past. However, we proposethat he continues to be elected as an Outside Director as a member of the Audit and Supervisory Committee in order toreflect his high level of expertise and extensive experience as a lawyer, and also contribute to transparency and fairnessof the Company’s management by being involved in the selection of candidates for Directors and the determination of
remuneration, etc. of the Company from an objective standpoint.
Special Interests with the Company
None
1. Mr. Hiroshi Kanbara is a candidate for Outside Director.
2. Mr. Hiroshi Kanbara is currently an Outside Director of the Company, and at the conclusion of this meeting, his tenure
will have been five years.
3. The Company has registered Mr. Hiroshi Kanbara as an independent officer as stipulated by the Tokyo Stock Exchange. If
the election is approved, the Company will continue to designate the candidate as an independent officer.
4. Mr. Hiroshi Kanbara has executed a limited liability contract with the Company and will continue to do so if his election
is approved. The summary is as follows.
• In cases that satisfy the requirements of laws and regulations in relation to liability pursuant to Article 423, paragraph
1 of the Companies Act, the liability of the individual shall be limited to the total of the amounts set out in each of theitems of Article 425, paragraph 1 of the Companies Act.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 1985
Apr. 1989
July 1998
May 2005

Maki Imura(February 20, 1960)

Number ofCompany shares
held

Joined Grey Daiko Advertising Inc. (currently
Grey WorldWide)
Joined Dentsu Burson-Marsteller (currently
Burson Cohn & Wolfe Japan)
General Manager of Global AccountDepartment, Dentsu Public Relations Inc.
Vice President and Head of Corporate
Communications, Visa Worldwide Co., Ltd.
(currently Visa Worldwide Japan Co., Ltd.)1,923 shares
Senior Vice President and Head of Corporate
Reelection
Communications, NIHON L’ORÉAL K.K.
June 2019
Outside Director of the Company (Audit andSupervisory Committee Member) (current
position)
July 2019
Advisor of NIHON L’ORÉAL K.K.
June 2021
Outside Director of Fast Fitness Japan, Inc.
(Audit and Supervisory Committee Member)(current position)
Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andsummary of expected roles
We propose that Ms. Maki Imura continues to be elected as an Outside Director as a member of the Audit andSupervisory Committee in order to reflect her extensive knowledge of corporate communications and wealth ofexperience as management, and also contribute to transparency and fairness of the Company’s management by being
involved in the selection of candidates for Directors and the determination of remuneration, etc. of the Company froman objective standpoint.
Oct. 20093

Notes:

Special Interests with the Company
None
1. Ms. Maki Imura is a candidate for Outside Director.
2. Ms. Maki Imura is currently an Outside Director of the Company, and at the conclusion of this meeting, her tenure will
have been four years.
3. The Company has registered Ms. Maki Imura as an independent officer as stipulated by the Tokyo Stock Exchange. If theelection is approved, the Company will continue to designate the candidate as an independent officer.
4. Ms. Maki Imura has executed a limited liability contract with the Company and will continue to do so if her election isapproved. The summary is as follows.
• In cases that satisfy the requirements of laws and regulations in relation to liability pursuant to Article 423, paragraph
1 of the Companies Act, the liability of the individual shall be limited to the total of the amounts set out in each of theitems of Article 425, paragraph 1 of the Companies Act.

[Summary of directors and officers liability insurance policy]
Pursuant to the provisions of Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a
directors and officers liability insurance policy with an insurance company. The scope of the insured under thisinsurance policy includes Directors, Corporate Auditors, Executive Officers, important employees, Directors andCorporate Auditors temporarily posted outside the company, of the Company and the Company’s subsidiaries listed
on page 31 of the Business Report under “I 3 2. Main subsidiaries (in Japanese only),” and all three candidates for
Director who is an Audit and Supervisory Committee Member become the insured. All insurance premiums will be
paid by the Company.
In summary, this insurance liability policy provides for the insurance company to cover the insured for any loss
arising from responsibility incurred during the execution of their duties, or for claims incurred during the pursuit ofthose responsibilities, and is renewed on an annual basis. In addition, when the policy is renewed, the Company plansto renew the policy with the same terms.

- 15 -

Proposal No. 4

Election of One (1) Director Who Is a Substitute Audit and Supervisory Committee Member

To provide against a situation in which the number of Directors who are Audit and Supervisory Committee Members
falls below the number required by laws and regulations, the Company requests the election in advance of one
Director who is a Substitute Audit and Supervisory Committee Member.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidate for the role of Director who is a Substitute Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company

Number ofCompany shares
held

Apr. 1988

Joined The Toyo Trust and Banking Company, Limited(currently Mitsubishi UFJ Trust and Banking Corporation)
Aug. 2010
General Manager of Corporate Agency Sales No.4 Divisionof Mitsubishi UFJ Trust and Banking Corporation
Yoshitaka Mio
June 2014
General Manager of Osaka Corporate Agency Sales
0 shares(August 15, 1965)
Division
June 2015
Executive Officer and General Manager of Osaka Corporate
Agency Sales Division
June 2017
Director and Vice President of Mitsubishi UFJ Daiko
Business Co., Ltd. (current position)
Reason for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andsummary of expected roles
The Company judges that, due to Yoshitaka Mio’s expert knowledge and extensive experience in areas related to monetary affairs
and financial affairs, he will be able to appropriately execute audit and supervision duties at the Company, take an objective
viewpoint of the way in which the selection and remuneration of candidates for Director is determined, and contribute to fairer andmore transparent management of the Company. Accordingly, we request that he be elected as Outside Director who is a Substitute
Audit and Supervisory Committee Member.
Special Interests with the Company
None
Notes: 1. Yoshitaka Mio is a candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member.
2. Yoshitaka Mio satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., andin the event that he is appointed Outside Director who is an Audit and Supervisory Committee Member, the Company
plans to submit notification to the aforementioned exchange concerning his designation as an independent officer.
3. In the event that Yoshitaka Mio is appointed Outside Director who is an Audit and Supervisory Committee Member, in
accordance with the Articles of Incorporation of the Company, the Company intends to enter into a limited liability
agreement with him, summarized as follows.
• In cases that satisfy the requirements of laws and regulations in relation to liability pursuant to Article 423,
paragraph 1 of the Companies Act, the liability of the individual shall be limited to the total of the amounts set out
in each of the items of Article 425, paragraph 1 of the Companies Act.

[Summary of directors and officers liability insurance policy]
Pursuant to the provisions of Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a
directors and officers liability insurance policy with an insurance company. The scope of the insured under thisinsurance policy includes Directors, Corporate Auditors, Executive Officers, important employees, Directors andCorporate Auditors temporarily posted outside the company, of the Company and the Company’s subsidiaries listed
on page 31 of the Business Report under “I 3 2. Main subsidiaries (in Japanese only),” with all insurance premiums
paid by the Company.
In summary, this insurance liability policy provides for the insurance company to cover the insured for any loss
arising from responsibility incurred during the execution of their duties, or for claims incurred during the pursuit ofthose responsibilities, and is renewed on an annual basis. In addition, when the policy is renewed, the Company plansto renew the policy with the same terms.
Furthermore, in the event that Yoshitaka Mio is appointed Outside Director who is an Audit and Supervisory
Committee Member, he will be included in those insured under this insurance liability policy.

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