(Stock Exchange Code 2124)
March 6, 2024
(Commencement of electronic provision measures: March 5, 2024)
To Shareholders with Voting Rights:
Hiromi Tazaki
Chairman and CEO
JAC Recruitment Co., Ltd.
14F Jinbocho Mitsui Building,
105 Kanda Jinbocho 1-Chome,
Chiyoda-ku, TokyoNOTICE OF
THE 37TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to take this opportunity to express our sincere gratitude for your continued support andpatronage.
We are pleased to announce the 37th Annual General Meeting of Shareholders of JAC Recruitment Co.,
Ltd. (the “Company”) to be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. The Company is posting electronic provision measures matters as the “NOTICE OF THE 37TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS” on the following website on the Internet.
The Company’s website(https://ir.jac-recruitment.jp/ja/investors/stock/meeting.html)
In addition to the above, the information is also available on the following website on the Internet.
Tokyo Stock Exchange’s website(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please access the above website, search by entering our company name or stock exchange code, and select“Basic information” and “Documents for public inspection/PR information” in that order.
You may opt to exercise your voting rights for this General Meeting of Shareholders via the Internet and byother means in addition to by postal mail.
When exercising your voting rights by postal mail or via the Internet or by other means, please refer to thefollowing Information on Exercise of Voting Rights (in Japanese only) and the Reference Documents for the
General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. (Japan time), Tuesday, March
26, 2024.

-1-

1. Date and Time:

Wednesday, March 27, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:30 a.m.)

2. Place:

Conference Room of the Company, 14F Kanda Jinbocho Mitsui Building, 105
Jinbocho 1-Chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
37th Fiscal Year (January 1, 2023 - December 31, 2023) and results of audits
by the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 37th Fiscal Year
(January 1, 2023 - December 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 8 Directors Who Are Not Audit & Supervisory Committee Members
Proposal 3:
Election of 3 Directors Who Are Audit & Supervisory Committee Members
Proposal 4:
Election of 1 Director Who Is a Substitute Audit & Supervisory Committee
Member
Proposal 5:
Change in the Remuneration Framework and Issuance/Disposal Share Cap for
Share-based Remuneration for Directors (Excluding External Directors andDirectors Who Are Audit & Supervisory Committee Members)
Proposal 6:
Setting of a Non-monetary Remuneration Cap for Full-time Directors
4. Convocation Decisions:*The exercise of voting rights by proxyIf you wish to exercise your voting rights by proxy, you may appoint one other shareholder with voting
rights as your proxy; in such case, however, the submission of a document proving your authorization ofsaid shareholder as proxy is required.
*If you do not indicate your vote of approval or disapproval for each proposal on the Voting Rights
Exercise Form, we will consider you to have approved the proposal.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the venue.
Should electronic provision measures matters require revisions, the revised versions will be posted on theapplicable websites.
*We do not prepare gifts for the shareholders attending the General Meeting of Shareholders. Your kindunderstanding would be greatly appreciated.

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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The following dividends for the term are proposed in consideration of the business performance for thecurrent fiscal year and business expansion moving forward.
1.
2.
3.

Type of property dividend:
CashDetails and amount of the allotment of property dividend:¥90 per share of the Company’s common stock
Total amount: ¥3,635,090,820
Effective date of dividends of surplus:
March 28, 2024

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Proposal 2:

Election of 8 Directors Who Are Not Audit & Supervisory Committee Members

Of the 8 Directors who are not Audit & Supervisory Committee Members, Mr. Shigeoki Togo retired byresignation effective as of December 31, 2023, and the terms of office of the remaining 7 Directors will
expire at the conclusion of this Annual General Meeting of Shareholders. The election of 8 Directors who
are not Audit & Supervisory Committee Members is proposed, increasing the number of Directors by 1 forthe purpose of strengthening the management structure.
The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
Joined T. TAZAKI&Co Ltd
Director at incorporation of JAC Singapore Pte Ltd (present
JAC Recruitment Pte Ltd)
Director at incorporation of the Company
March 1988
Representative Director of T. TAZAKI&Co Ltd
August 1991
December 1998 Representative Director at incorporation of JAC Strattons
Ltd
January 2000
Representative Director of the Company
May 1981
March 1987

1

Hiromi Tazaki(December 23,
1950)

November 2001 Representative Director at incorporation of JAC Financial
Design Ltd
September 2002 Representative Director at incorporation of JAC
Recruitment (UK) Ltd
March 2005
Chairman and Director of the Company
Director of JAC (Beijing) Business Consultation Co., Ltd.
August 2005
December 2005 Director of JAC Personnel Recruitment Ltd
December 2005 Director of JAC Recruitment (Malaysia) Sdn Bhd
Director of JAC Strattons Ltd
July 2007
February 2008 Representative Director of JAC Strattons Ltd
Managing Director of the Company
April 2008
Director of PT JAC Indonesia
June 2008
Chairman, CEO and Representative Director of the Company
January 2011
January 2011
Director of JAC Personnel Eastern Seaboard Ltd
July 2011
Director of JAC Recruitment Hong Kong Co., Ltd
July 2011
Director of JAC Recruitment Korea Co., Ltd
November 2011 Director of JAC Recruitment China (HK) Ltd
Managing Director of JAC Recruitment Asia Ltd (present
March 2012
JAC Recruitment International Ltd)
Director of PT JAC Consulting Indonesia
March 2012
December 2012 Director of JAC International Recruitment Ltd
Director of JAC Recruitment Guangzhou
March 2013
Director of JAC Recruitment Vietnam Co., Ltd
May 2013
Director of Shanghai Aoshi Recruitment Services Co., Ltd.
June 2013(present JAC Recruitment Shanghai)
Chairman and Director of the Company
March 2015
Director of JAC Recruitment (UK) Ltd (to present)
January 2016
December 2016 Director of JAC Recruitment Hong Kong Co., Ltd
December 2016 Director of JAC Recruitment China (HK) Ltd
Chairman and CEO of the Company (to present)
January 2022
Founder and President of JAC Environmental & Animal
March 2022
Protection Foundation (to present)-4-

Number ofshares of theCompany held

5,179,600

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)November 1974 Director at incorporation of T. TAZAKI&Co Ltd
March 1988
Representative Director at incorporation of the Company
January 2000 Director of the Company
March 2005
Director and Adviser of the Company
Tadayoshi Tazaki
2March 2012
Director and Chief Adviser of the Company (to present)(July 16, 1943)
March 2012
Director of JAC Recruitment Asia Ltd (present JAC
Recruitment International Ltd)
September 2013 Director of JAC Strattons Ltd
August 2016
Chairman of The Tazaki Foundation (to present)
August 2003
Joined the Company
April 2016
Associate Director of the Company
January 2017 General Manager, Business Headquarters of the Company (topresent)
Hiroki Yamada March 2020
Director of the Company
3(May 11, 1973) January 2022 Managing Director of JAC International Co., Ltd.
January 2022 Director of VantagePoint K.K. (to present)
March 2022
Executive Director of the Company (to present)
March 2023
Director of CareerCross Co., Ltd. (to present)
March 2023
Director of JAC International Co., Ltd. (to present)
Joined Memory-Tech Corporation
January 2000
February 2008 Joined Pacific Holdings, Inc.
Joined MTI Ltd.
May 2009
December 2009 General Manager, Accounting Department; and General
Manager, Legal Affairs Office, Corporate Support Divisionof MTI Ltd.
January 2012
Executive Officer; Vice President of Corporate Support
Division; General Manager, Corporate Planning Office;General Manager, Accounting Department; and in charge ofLegal Affairs Office and Public Relations and IR Office of
MTI Ltd.
September 2014 Senior Executive Officer; Vice President of Corporate
Support Division; and General Manager, Accounting
Toshihiko Okino
4
Department of MTI Ltd.
(March 24, 1970)
June 2018
Senior Executive Officer; Head of Finance and Legal
Affairs Division; and General Manager, Finance andAccounting Department of MTI Ltd.
August 2019
Joined the Company as Associate Director and CFO
January 2022
Director of VantagePoint K.K. (to present)
Associate Director; Head of Administration Headquarters;
January 2023
and CFO of the Company
Director of CareerCross Co., Ltd. (to present)
March 2023
Director of JAC International Co., Ltd. (to present)
March 2023
Director of JAC Recruitment International Ltd (to present)
March 2023
Director; Head of Administration Headquarters; CFO; andMarch 2023
CHRO of the Company (to present)
Board Member of The Tazaki Foundation (to present)
January 2024

-5-

Number ofshares of theCompany held

8,505,100

30,274

6,925

No.

5

6

Name
(Date of birth)

Yutaka Kase
(February 19,
1947)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
May 1970
Joined Nissho Iwai Corporation
November 1992 President of Nissho Iwai New Zealand Corporation andGeneral Manager of Auckland Branch
April 1995
General Manager, Wood Products Department of Nissho Iwai
Corporation
June 1997
General Manager, Portland Branch of Nissho Iwai American
Corporation
January 1999
Group Executive, Consumer Life & Resources BusinessGroup of Nissho Iwai Corporation
June 2001
Executive Officer of Nissho Iwai Corporation
Executive Vice President of Nissho Iwai American
Corporation
April 2002
President, Chemicals & Forest Products Company of Nissho
Iwai Corporation
April 2003
Director and Managing Executive Officer of Nissho Iwai
Corporation
April 2004
The corporate name was changed to Sojitz Corporation due tothe merger of Nichimen Corporation and Nissho Iwai
Corporation
Representative Director and Senior Managing Executive
Officer of Sojitz Corporation
August 2004
Representative Director and Executive Vice President ofSojitz Corporation
October 2005 The corporate name was changed to Sojitz Corporation due tothe merger of Sojitz Holdings Corporation and Sojitz
Corporation
Representative Director and Executive Vice President ofSojitz Corporation
April 2007
Representative Director, President & CEO of Sojitz
Corporation
April 2012
Representative Director and Chairman of the Board of Sojitz
Corporation
June 2013
External Director of Astellas Pharma Inc.
March 2016
External Director of the Company (to present)
June 2016
External Director of Sekisui Chemical Co., Ltd.
June 2017
Special Adviser of Sojitz Corporation
June 2018
Adviser of Sojitz Corporation (to present)[Significant concurrent position]
Adviser of Sojitz Corporation
November 1978 Joined Polaroid Corporation
Joined Linotype-Hell AG
July 1985
Representative Director, President of Linotype-Hell K.K.
June 1991
Representative Director, President of Heidelberg France S.A.
April 1998
April 2000
Chief Executive Officer of Heidelberg Asia Pacific
July 2005
Representative Director, President of DHL Japan, Inc.

April 2006
Günter Zorn
(March 23, 1953)

Representative Director, President of DHL Japan, Inc. andExecutive Vice President for North Pacific in PacificRegion of DHL Express
April 2009
Representative Director, President of z-anshin K.K. (topresent)
June 2014
External Director of Nippon Sheet Glass Co., Ltd.
External Director of the Company (to present)
March 2020
[Significant concurrent position]
Representative Director, President of z-anshin K.K.

-6-

Number ofshares of theCompany held

_

_

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
April 1971
October 1973

7

Nobuhide
Nakaido(November 1,
1946)

[New
appointment]
8

StephenBlundell(November 9,1960)

Joined Sumitomo Corporation
SUMITOMO DEUSCHLAND GMBH (assigned to work in
Düsseldorf)
June 1992
General Manager, Machinery Systems Department of
SUMITOMO DEUSCHLAND GMBH
June 1996
General Manager, Machinery and Electronics Business Unitof Sumitomo Corporation of America (New York, San
Francisco)April 1998
Corporate Officer of Sumitomo Corporation
General Manager, Machinery and Electronics Business Unitof Sumitomo Corporation of America
June 1998
Director and Deputy General Manager, Electronics Divisionof Sumitomo Corporation
June 1999
Director and General Manager, Electronics Division of
Sumitomo Corporation
April 2002
Representative Director; Managing Director; AssistantGeneral Manager, Information Industry Business Unit; andGeneral Manager, Network Business Division in charge of eBusiness of Sumitomo Corporation
April 2004
Representative Director; Senior Managing Executive Officer;
and General Manager, Information Industry Business Unit of
Sumitomo Corporation
April 2005
Representative Director; Executive Vice President; andDirector in charge of Corporate Planning & Coordination,
Legal, Global Supervision, and Secretarial Departments of
Sumitomo Corporation
June 2009Retired from Representative Director and Executive Vice
President of Sumitomo Corporation
June 2009
Chairman and President of Sumisho Computer Systems
Corporation
October 2011 President of SCSK Corporation
June 2013
Chairman & CEO of SCSK Corporation
April 2016
Director and Adviser of SCSK Corporation
June 2016
Adviser of SCSK Corporation
May 2017
Independent Director of Ichigo Inc. (to present)
October 2018 Chairman of Japan Association for Chief Human Resource
Officers (to present)
March 2019
Independent Outside Director of eSOL Co., Ltd. (to present)
June 2020
Outside Director of Sourcenext Corporation (to present)
March 2022
External Director of the Company (to present)[Significant concurrent positions]
Independent Director of Ichigo Inc.
Chairman of Japan Association for Chief Human Resource Officers
Independent Outside Director of eSOL Co., Ltd.
Outside Director of Sourcenext Corporation
September 1981 Joined CLB Chartered Accountants
September 1987 Joined Delta Group plc as Assistant Group Financial
Controller
Joined T. TAZAKI&Co Ltd
March 1989
September 1991 Finance Director and Group CFO of T. TAZAKI&Co Ltd
August 1995
Group CFO and Head of UK Operations of T.
TAZAKI&Co Ltd
August 1995
Deputy Managing Director of JAC Strattons Ltd
November 2008 Finance Director of Tazaki Foods Limited
March 2012
Finance Director and Group CFO of JAC Recruitment
International Ltd (to present)-7-

Number ofshares of theCompany held__

(Notes)
1. No conflict of interest exists between each candidate and the Company.
2. Mr. Yutaka Kase, Mr. Günter Zorn, and Mr. Nobuhide Nakaido are candidates for External Directors.
3. Mr. Yutaka Kase, Mr. Günter Zorn, and Mr. Nobuhide Nakaido are independent candidates based onprovisions of the Tokyo Stock Exchange.
4. The term of office of Mr. Yutaka Kase as a Director of the Company will be eight years at theconclusion of this General Meeting of Shareholders.
5. The term of office of Mr. Günter Zorn as a Director of the Company will be four years at theconclusion of this General Meeting of Shareholders.
6. The term of office of Mr. Nobuhide Nakaido as a Director of the Company will be two years at theconclusion of this General Meeting of Shareholders.
7. The reasons for nominating these candidates as External Directors, the reasons for determining thatthe candidates are able to carry out their duties as External Directors, the limited liability agreementwith External Directors, and their expected roles are as follows:(1) Mr. Yutaka Kase, Mr. Günter Zorn, and Mr. Nobuhide Nakaido have been nominated as
candidates mainly for the reason that they will participate in management from a broad
perspective in order to ensure adequacy and fairness based on their extensive experience asbusiness managers. It was further determined that the Company can expect them to provide
supervision and advice on corporate management as External Directors by taking the larger
picture into account as they possess sufficient insight into company management from their
many years of experience in corporate management.
(2) Limited liability agreement with External Directors
The Company has entered into a limited liability agreement with Mr. Yutaka Kase, a candidate
for External Director, Mr. Günter Zorn, a candidate for External Director, and Mr. Nobuhide
Nakaido, a candidate for External Director.
1) In the event that the Company assumes liability for damages as a result of the failure of anExternal Director to perform his or her duties, that liability shall be assumed at the minimum
amount specified in Article 425, Paragraph 1 of the Companies Act.
2) The aforementioned limitation of liability shall be applicable only when the performance of
duties by an External Director that resulted in said liability were carried out in good faith andwithout gross negligence.
8. Reasons for nominating other candidates as Directors who are not Audit & Supervisory Committee
Members:
Mrs. Hiromi Tazaki is the wife of Mr. Tadayoshi Tazaki, the founder of the Company, and has been a
Director of the Company since its establishment. Since joining T. TAZAKI&Co Ltd of the U.K. in
May 1981, Mrs. Tazaki has been involved in the management of the recruitment business in elevencountries. The Company has determined that she carries out her duties as Director in an appropriatemanner.
Mr. Tadayoshi Tazaki is the founder of the Company and has been a Director since its establishment.
Since establishing T. TAZAKI&Co Ltd in the U.K. in November 1974, Mr. Tazaki has developed therecruitment business in eleven countries. The Company has determined that he carries out his duties
as Director in an appropriate manner.
Mr. Hiroki Yamada has gained experience consistently in the domestic recruitment business since hejoined the Company in August 2003. Mr. Yamada was appointed as Associate Director in April 2016
and as General Manager of Business Headquarters in January 2017 for the enhancement ofmanagement of the said business. Mr. Yamada has demonstrated his achievements in the scope of thedomestic recruitment business since being appointed as Director in March 2020. The Company has
determined that he carries out his duties as Director in an appropriate manner.
Mr. Toshihiko Okino has extensive experience and achievements in overall operations in
administrative divisions, particularly in the areas of accounting/finance, business planning, andM&As over many years. In January 2023, he was appointed as Head of Administration Headquartersof the Company. Since becoming a Director in March 2023, he has continued to accumulateachievements as the head of administrative divisions from a wide perspective. The Company has
determined that he carries out his duties as Director in an appropriate manner.
Mr. Stephen Blundell joined T. TAZAKI&Co Ltd in 1989 and has extensive experience andachievements in operations in administrative divisions, particularly in the areas of accounting/finance,group company management, and human resources in countries outside Japan over many years.
Since becoming Finance Director and Group CFO of the Company’s subsidiary JAC Recruitment
International Ltd in March 2012, he has continued to accumulate achievements while also serving
concurrently as a director at JAC Recruitment International’s subsidiaries in Malaysia, Indonesia, theUK, Germany, and other countries. The Company has determined that he carries out his duties as-8-

Director in an appropriate manner.
9. The Company has entered into a directors and officers liability insurance agreement, having all
Directors insured. The insurance indemnifies the Directors, the insured, for any damages that may
arise as a result of being held liable for the execution of their duties or receiving a claim to hold themliable. If they assume office as Directors, they will be insured under the said insurance agreement,
and the Company plans to renew it during their terms of office.
10. The number of Company shares held by the aforementioned candidates for Director is as ofDecember 31, 2023.

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Proposal 3:

Election of 3 Directors Who Are Audit & Supervisory Committee Members

The terms of office of all 3 Directors who are Audit & Supervisory Committee Members will expire at
the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 3 Directors
who are Audit & Supervisory Committee Members is proposed. The Audit & Supervisory Committee has
consented to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
April 1992
April 20071

Toshiaki
Mukaiyama(November 16,
1967)

Joined Nippon Mining Co. (present ENEOS Corporation)
Manager, Foreign Exchange Group of Nippon Mining
Finance Co., Ltd.
July 2010
Manager, Foreign Exchange Group of JX Finance Co., Ltd.
April 2012Manager, Overseas Bases Support Group, Overseas Business
Division of JX Energy Corporation
April 2014
Director, Secretary, and General Manager of Administration
Division of JX Nippon Oil & Energy Europe Limited
April 2017
Director, Secretary, and General Manager of Administration
Division of JX Nippon Oil & Energy Europe Limited, andDirector, Secretary, and General Manager of Administration
Division of JX Nippon Oil & Energy (EMEA) Limited
February 2018 Chief Director, Finance Team, Finance Office, Corporate
Service Platform of MISUMI Group Inc.
January 2019 General Manager, General Planning Department, General
Planning Division of FUJITEC CO., LTD., etc.
May 2021
Full-time Audit & Supervisory Board Member and External
Audit & Supervisory Board Member of the Company
September 2021 Audit & Supervisory Board Member of CareerCross Co., Ltd.
(to present)
September 2021 Audit & Supervisory Board Member of VantagePoint K.K.
(to present)
March 2022
Director and Full-time Audit & Supervisory Committee
Member of the Company (to present)
March 2023
Audit & Supervisory Board Member of JAC International
Co., Ltd. (to present)

April 1975

August 1979
May 20002

3Number ofshares of theCompany held_

Joined Asahi & Co. (present KPMG AZSA LLC)

Registered as a certified public accountant
Representative Partner of Asahi & Co. (present KPMG
AZSA LLC)
October 2013 Chief of Naoto Yokoi Certified Public Accountant &Certified Tax Accountant Office
June 2014
External Director of TAKEEI CORPORATION
June 2014
External Audit & Supervisory Board Member of NichibanCo., Ltd.
Naoto Yokoi
March 2015
External Audit & Supervisory Board Member of the(April 27, 1951)
Company
June 2015
External Director of INAGEYA CORPORATIONMarch 2022
Director and Audit & Supervisory Committee Member of theCompany (to present)
June 2022
Outside Director and Audit & Supervisory Committee
Member of TRE Holdings Corporation
July 2023
External Director of TAKEEI CORPORATION (to present)[Significant concurrent position]
External Director of TAKEEI CORPORATION
October 2004 Registered as a lawyer (Dai-Ichi Tokyo Bar Association),[New
joined Abe, Ikubo & Katayama
appointment]
June 2012
Seconded to Fujitsu Limited
Lecturer at Training Course of Specific Infringement Lawsuit
April
2013
NodokaCounsel at Japan Patent Attorneys Association
Nakamura
Partner, Abe, Ikubo & Katayama (to present)
August2016(August 16,
Examiner of Industrial Property Council (for Patent Attorney
December
2016
1980)
Examination; responsible for Design Act)- 10 -__

(Notes)
1. No conflict of interest exists between each candidate and the Company.
2. Mr. Toshiaki Mukaiyama, Mr. Naoto Yokoi, and Ms. Nodoka Nakamura are candidates for External
Directors.
3. Mr. Toshiaki Mukaiyama, Mr. Naoto Yokoi, and Ms. Nodoka Nakamura are independent candidates
based on provisions of the Tokyo Stock Exchange.
4. The term of office of Mr. Toshiaki Mukaiyama as an External Director who is an Audit &Supervisory Committee Member of the Company will be two years at the conclusion of this General
Meeting of Shareholders.
5. The term of office of Mr. Naoto Yokoi as an External Director who is an Audit & Supervisory
Committee Member of the Company will be two years at the conclusion of this General Meeting of
Shareholders.
6. The reasons for nominating these candidates as External Directors who are Audit & Supervisory
Committee Members, the reasons for determining that the candidates are able to carry out their duties
as External Directors who are Audit & Supervisory Committee Members, the limited liability
agreement with External Directors, and their expected roles are as follows:(1) Mr. Toshiaki Mukaiyama has been nominated as a candidate for External Director who is an
Audit & Supervisory Committee Member mainly for the reason that he will give advice andrecommendations in order to ensure adequacy and fairness based on his extensive experience inadministrative operations in general, including business planning, accounting/finance and the
management of overseas subsidiaries. It was further determined that the Company can expect Mr.
Toshiaki Mukaiyama to apply his expertise and experience to corporate management as anExternal Director as he possesses sufficient insight into company auditing operations from his
many years of experience in administrative operations.
(2) Mr. Naoto Yokoi has been nominated as a candidate for External Director who is an Audit &Supervisory Committee Member mainly for the reason that he will provide advice andrecommendations to ensure adequacy and fairness from his professional viewpoint as a certified
public accountant. It was further determined that the Company can expect Mr. Naoto Yokoi toapply his expertise and experience to corporate management as an External Director as hepossesses sufficient insight into the auditing operations of companies from the accounting
knowledge and experience he has gained over many years as a certified public accountant,although he has not participated in corporate management in the past other than as an External
Director or an External Audit & Supervisory Board Member.
(3) Ms. Nodoka Nakamura has been nominated as a candidate for External Director who is an Audit& Supervisory Committee Member mainly for the reason that she will provide advice andrecommendations to ensure adequacy and fairness from her professional viewpoint as a lawyer. It
was further determined that the Company can expect Ms. Nodoka Nakamura to apply her
expertise and experience to corporate management as an External Director as she possesses
sufficient insight into the auditing operations of companies from the legal knowledge andexperience she has gained as a lawyer, although she has not participated in corporate managementin the past other than as an External Director or an External Audit & Supervisory Board Member.
(4) Limited liability agreement with External Directors who are Audit & Supervisory Committee
Members
The Company has already entered into a limited liability agreement with the candidate, Mr. Naoto
Yokoi. If the election of the candidate, Ms. Nodoka Nakamura, as a Director who is an Audit &Supervisory Committee Member is approved, the Company plans to conclude with her a limited
liability agreement with the same content as the said limited liability agreement.
Details of the content of these agreements are as follows:
1) In the event that the Company assumes liability for damages as a result of the failure of anExternal Director to perform his or her duties, that liability shall be assumed at the minimum
amount specified in Article 425, Paragraph 1 of the Companies Act.
2) The aforementioned limitation of liability shall be applicable only when the performance of
duties by an External Director that resulted in said liability were carried out in good faith andwithout gross negligence.
7. The Company has entered into a directors and officers liability insurance agreement, having all
Directors insured. The insurance indemnifies the Directors, the insured, for any damages that may
arise as a result of being held liable for the execution of their duties or receiving a claim to hold themliable. If they assume office as Directors, they will be insured under the said insurance agreement,
and the Company plans to renew it during their terms of office.
8. The number of Company shares held by the aforementioned candidates for Director is as ofDecember 31, 2023.
- 11 -

Proposal 4:

Election of 1 Director Who Is a Substitute Audit & Supervisory Committee Member

To prepare for any shortage in the number of Directors who are Audit & Supervisory Committee
Members from the number provided for in laws and regulations, it is proposed that 1 Director who is a
Substitute Audit & Supervisory Committee Member be elected in advance. The Audit & Supervisory
Committee has consented to this proposal.
The candidate for Director who is a Substitute Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
April 1992
October 1996

Registered as a lawyer
Assistant to the Office of Practicing Attorney Professor for Civil
Advocacy of The Legal Training and Research Institute of Japan
September 2004 Joint establishment and Partner of Nijinohashi Law Offices(to present)
April 2010
Practicing Attorney Professor for Civil Advocacy of The Legal
Masataka Iwasaki
Training and Research Institute of Japan(November 28, 1964)
April 2013
Professor at Sophia Law School (Professor with practicalexperience) (to present)
February 2021
External Audit & Supervisory Board Member of the Company[Significant concurrent positions]
Lawyer (Partner of Nijinohashi Law Offices)
Professor at Sophia Law School (Professor with practical experience)

Number of sharesof the Company
held_(Notes)1. No conflict of interest exists between the candidate and the Company.
2. The candidate fulfills the requirements for External Director who is an Audit & Supervisory
Committee Member, and is nominated as an External Director who is a Substitute Audit &Supervisory Committee Member.
3. The candidate fulfills the requirements for independent director/auditor based on provisions of theTokyo Stock Exchange, and is nominated as a substitute independent director/auditor.
4. Mr. Masataka Iwasaki has been nominated as a candidate for External Director who is a Substitute
Audit & Supervisory Committee Member mainly for the reason that he will provide advice andrecommendations to ensure adequacy and fairness from his professional viewpoint as a lawyer.
It was further determined that the Company can expect Mr. Masataka Iwasaki to apply his expertiseand experience to corporate management as an External Director who is an Audit & Supervisory
Committee Member as he possesses sufficient insight into the auditing operations of companies fromthe legal knowledge and experience he has gained over many years as a lawyer.
5. The Company has entered into a directors and officers liability insurance agreement, having all
Directors insured. The insurance indemnifies the Directors, the insured, for any damages that may
arise as a result of being held liable for the execution of their duties or receiving a claim to hold themliable. If the candidate assumes office as a Director who is an Audit & Supervisory Committee
Member, he will be insured under the said insurance agreement.
6. Limited liability agreement with the candidate for External Director
If the candidate assumes office of a Director who is an Audit & Supervisory Committee Member, theCompany plans to conclude a limited liability agreement with the candidate.
Details of the content of the agreement are as follows:
1) In the event that the Company assumes liability for damages as a result of the failure of anExternal Director to perform his or her duties, that liability shall be assumed at the minimum
amount specified in Article 425, Paragraph 1 of the Companies Act.
2) The aforementioned limitation of liability shall be applicable only when the performance of duties
by an External Director that resulted in said liability were carried out in good faith and withoutgross negligence.

- 12 -

Proposal 5:

Change in the Remuneration Framework and Issuance/Disposal Share Cap for
Share-based Remuneration for Directors (Excluding External Directors and Directors
Who Are Audit & Supervisory Committee Members)

To give the Company’s Directors (excluding Directors who are Audit & Supervisory Committee
Members and External Directors; hereinafter referred to as “Eligible Directors”) an incentive to pursue
sustainable increase in corporate value, the Company, as part of a revision of officer remuneration systems,
proposes to change the remuneration framework for granting restricted stock to Eligible Directors and theissuance/disposal share cap associated with this remuneration as indicated below.
The 35th Annual General Meeting of Shareholders, held on March 24, 2022, approved that the amount ofannual installment-type restricted stock compensation, which is a portion of share-based remuneration for
the Company’s Eligible Directors, shall be “40 million yen or less per year,” and the total number ofcommon shares of the Company issued or disposed of shall be “20 thousand shares or less per year.”
We propose to revise this remuneration framework from “40 million yen or less per year” to “200million yen or less per year” in order to expand the proportion of share-based remuneration for Eligible
Directors going forward. We also propose to revise the cap on the number of shares to be issued/disposed offrom “20 thousand shares or less per year” to “186 thousand shares or less per year,” in light of the 4-for-1
stock split of the Company’s common stock, effective January 1, 2024, and medium-term rises in stock
prices.
If this proposal is approved, the Company plans to amend its Policy on Determination of the Details of
Individual Remuneration, etc. for Eligible Directors. The content of this proposal has been determined by
the Board of Directors following deliberation by the board of independent directors, in light of the purposeof the changes mentioned above, and it is deemed reasonable. The Audit & Supervisory Committee has no
particular opinion on this proposal.
The number of Eligible Directors subject to this remuneration will be five if the proposal “Election of 8
Directors Who Are Not Audit & Supervisory Committee Members” is approved as proposed.

- 13 -

Proposal 6:

Setting of a Non-monetary Remuneration Cap for Full-time Directors

For full-time Directors, the Company proposes to set a cap on non-monetary remuneration to facilitate
swift and smooth execution of business operations. Non-monetary remuneration refers to providing
company housing using ordinary standard properties, to which said remuneration shall be allocated. In lightof differences in domestic and overseas housing circumstances and recent rises in prices, the Company
proposes an annual upper limit of 50 million yen (excluding employee salaries of Directors who also serve
as employees).
After the resolution of Proposal 5 and this proposal, the Company plans to amend its Policy on
Determination of the Details of Individual Remuneration, etc. for Eligible Directors.
The content of this proposal has been determined by the Board of Directors following deliberation by theboard of independent directors, in light of the purpose of the changes mentioned above, and it is deemed
reasonable.
The Audit & Supervisory Committee has no particular opinion on this proposal.
The number of Eligible Directors subject to this remuneration will be six if the proposal “Election of 8
Directors Who Are Not Audit & Supervisory Committee Members” and the proposal “Election of 3
Directors Who Are Audit & Supervisory Committee Members” are approved as proposed.

- 14 -

Consolidated Balance Sheet(As of December 31, 2023)(Millions of yen)
(Assets)
Item
Current assets
Cash and deposits
Accounts receivable - trade
Supplies
Prepaid expenses
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Machinery and equipment
Tools, furniture and fixtures
Leased assets
Other
Intangible assets
Goodwill
Software
Software in progress
Investments and other assets
Investment securities
Investments in capital
Lease and guarantee deposits
Claims provable in bankruptcy,
claims provable in rehabilitationand other
Long-term prepaid expenses(Liabilities)
Amount19,37016,767
1,928
0
384
314
(24)
4,147
788
289
21
144
1
331
1,426
721
550
154
1,933
0
0
928
10

Item
Current liabilities
Lease obligations
Accounts payable - otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Deposits received
Unearned revenue
Provision for stocks payment
Refund liabilities
Other
Non-current liabilities
Lease obligations
Deferred tax liabilities
Other
Total liabilities(Net Assets)
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
income24

Foreign currency
adjustment

translation

980
Deferred tax assets
Long-term accounts receivable 1
other(12) Total net assets
Allowance for doubtful accounts
23,518 Total liabilities and net assets
Total assets
Note: Figures less than one million are rounded down.

- 15 -

Amount
6,052
0
504
2,760
1,318
688
297
36
204
59
181
248
0
2
245
6,301
16,930672
1,516
17,722(2,980)286
286

17,21723,518

Consolidated Statement of Income(From January 1, 2023 to December 31, 2023)
Item(Millions of yen)AmountNet sales
Domestic recruitment business income

30,475

Domestic job offer advertising business income
Overseas business income

322
3,677

34,475

Cost of sales
Domestic recruitment business cost

1,951

Domestic job offer advertising business cost
Overseas business cost

2
700

Gross profit

2,654
31,821

Selling, general and administrative expenses

23,606

Operating income

8,215

Non-operating income
Interest income

9Gain on cancellation of leases

17

Insurance fee income

5

Rental income from facilities

5

Other

2

41

Non-operating expenses
Interest expenses

22

Foreign exchange losses

9

Loss on cancellation of rental contracts

13

Other

1

Ordinary income

46
8,209

Extraordinary losses
Loss on retirement of non-current assets

1

Profit before income taxes

1
8,207

Income taxes - current

2,218

Income taxes - deferred

11

Profit

2,229
5,978

Profit attributable to owners of parent
Note: Figures less than one million are rounded down.

- 16 -

5,978

Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2023 to December 31, 2023)
Shareholders’ equity

Balance at beginning of
periodChanges of items during
periodCapital stock

Capital surplus

672

1,514

Retainedearnings

Profit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
sharesNet changes in items
other than shareholders’equityTotal changes of items
during period―

1Balance at end of period

672

1,516

Treasury shares

Total
shareholders’equity(1,793)

15,41515,022

Dividends of surplus(3,278)(3,278)

5,978

5,978
(1,369)(1,369)

182

184

2,699

(1,187)

1,514

17,722(2,980)16,9301

Accumulated other comprehensive income
Total accumulated
Foreign currency
other comprehensive
translation adjustment
incomeBalance at beginning of
periodChanges of items during
period169

169

Profit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
sharesNet changes in items
other than shareholders’equityTotal changes of items
during period
Balance at end of period

Note:Total net assets

15,585(3,278)Dividends of surplus

5,978(1,369)
184
117

117

117

117

117

1,631

286

286

17,217

Figures less than one million are rounded down.

- 17 -(Millions of yen)Non-Consolidated Balance Sheet(As of December 31, 2023)(Assets)
Item
Current assets
Cash and deposits
Accounts receivable - trade
Supplies
Prepaid expenses
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Machinery and equipment
Tools, furniture and fixtures
Leased assets
Intangible assets
Software
Software in progress
Investments and other assets
Shares of subsidiaries andassociates
Investment securities
Investments in capital
Lease and guarantee deposits
Claims provable in bankruptcy,
claims provable in rehabilitationand other
Long-term prepaid expenses
Deferred tax assets
Long-term accounts receivable other
Allowance for doubtful accounts(Millions of yen)
(Liabilities)

Amount16,975
14,947
1,528
0
278
221
(1)
6,745
372
246
21
103
1
585
527
58
5,787

Item
Current liabilities
Lease obligations
Accounts payable - otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Deposits received
Unearned revenue
Provision for stocks payment
Refund liabilities
Other
Non-current liabilities
Lease obligations
Other
Total liabilities(Net Assets)
Shareholders’ equity

4,008

Capital stock

Amount
5,275
0
445
2,454
1,208
616
275
5
201
30
35
83
0
82
5,358
18,362
672

0
0
826

Capital surplus
Legal capital surplus
Other capital surplus

1,516
647
869

10

Retained earnings

19,15424
927

Legal retained earnings
Other retained earnings
Retained earnings brought
1forward(12)
Treasury shares
Total net assets
23,720 Total liabilities and net assets
Total assets
Note: Figures less than one million are rounded down.

- 18 -

1
19,152
19,152(2,980)18,362
23,720Non-Consolidated Statement of Income(From January 1, 2023 to December 31, 2023)
Item(Millions of yen)AmountNet sales

29,170

Cost of sales

1,900

Gross profit

27,269Selling, general and administrative expenses

19,256

Operating income

8,012

Non-operating income
Interest income0

Outsourcing income

17

Rental income from facilities

8

Other

1

27

Non-operating expenses
Interest expenses

0

Foreign exchange losses

1

Loss on cancellation of rental contracts

13

Other

1

Ordinary income

16
8,024

Extraordinary losses
Loss on retirement of non-current assets

1

Profit before income taxes

1
8,022

Income taxes - current

2,075

Income taxes - deferred

23

ProfitNote: Figures less than one million are rounded down.

- 19 -

2,098
5,924

Non-Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2023 to December 31, 2023)(Millions of yen)

Shareholders’ equity
Capital surplus

Balance at beginning of
periodChanges of items during
periodRetained earnings
Other retained
earnings
Legal
Total
retainedretained
Retainedearnings earnings brought earnings
forwardCapital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplus

672

647

867

1,514

16,507

16,508Dividends of surplus(3,278)(3,278)

Profit

5,924

5,924

Purchase of treasury
shares
Disposal of treasury
sharesTotal changes of items
during period―

Balance at end of period

672

Balance at beginning of
periodChanges of items during
period

1

1

1

―

1

1

―

2,645

2,645

647

869

1,516

1

19,152

19,154

Shareholders’ equity
Total shareholders’
Treasury shares
equity16,902

16,902

Dividends of surplus(3,278)(3,278)

Profit

5,924

5,924

(1,369)(1,369)(1,369)

182

184

184

(1,187)

1,460

1,460

(2,980)18,362

18,362

Purchase of treasury
shares
Disposal of treasury
sharesTotal changes of items
during period
Balance at end of period(1,793)

Total net assets

Note: Figures less than one million are rounded down.

- 20 -