Note: This document is an excerpt translation of the original Japanese document and is only
for reference purpose. In the event of any discrepancy between the translation and theJapanese original, the original shall prevail. The Company assumes no responsibility forthis translation or for direct, indirect or any other forms of damage arising from thetranslations.

(Translation)
Securities Code: 3288
December 4, 2020

Notice of Convocation of the 24th Ordinary
General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support.
The 24th Ordinary General Meeting of Shareholders (the “Meeting”) of Open House Co., Ltd.
(the “Company”) will be held as described below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19),
pleaseexercise your voting rights in advance of the General Meeting of Shareholders

either in writing (by mail) or via the Internet, etc., and refrain from attending the Meeting. In
that case, you are kindly requested to review the “Reference Materials for the General
Meeting of Shareholders” which follow this notice, and exercise your voting rights by either
method described on pages 2 and 3 of this notice, by 6:00 p.m., Tuesday, December 22,
2020 (JST).

Sincerely yours,
Masaaki Arai
President & CEO
Open House Co., Ltd.
4-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo

1

Particulars
1. Date and Time:

Wednesday, December 23, 2020, at 10:00 a.m.

2. Place:

RIHGA Royal Hotel Tokyo
104-19, Totsuka-machi 1-chome, Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be Reported:
a. Report on the Business Report, the Consolidated Financial Statements, and the audit
reports on the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board, for the 24th Fiscal Year (from October 1, 2019 to September
30, 2020)
b. Report on the Non-Consolidated Financial Statements for the 24th Fiscal Year (fromOctober 1, 2019 to September 30, 2020)

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors
Proposal No. 4: Election of Three (3) Audit & Supervisory Board Members
Proposal No. 5: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 6: Revision of Remuneration Amount for Directors

4. Exercise of Voting Rights:(1) Exercise of Voting Rights by Mail
Please indicate your approval or disapproval of the proposals on the enclosed Voting
Rights Exercising Form and return it by mail to the Company to arrive by 6:00 p.m.,
Tuesday, December 22, 2020 (JST).
(2) Exercise of Voting Rights via the Internet, etc.
Please access the designated website for the exercise of voting rights(https://evote.tr.mufg.jp/) from any of personal computers, smartphones or mobile
phones, and enter your vote for each proposal following the instructions on the screenby 6:00 p.m., Tuesday, December 22, 2020 (JST).
For more details, please refer to the “Guidance to the Exercise of Voting Rights via theInternet, etc.” described on pages 17 and 18.

2(3) Handling of Multiple Exercise of Voting Rights
If you have exercised your voting rights both by mail and via the Internet, etc., only theexercise of voting rights via the Internet, etc. will be valid.
If you have exercised your voting rights more than once via the Internet, etc., only the
final exercise of the voting rights will be valid. In addition, if you have exercised yourvoting rights via personal computer, smartphone and mobile phone redundantly, only
the final exercise of the voting rights will be valid.
Notes:(1) When you attend the Meeting, you are kindly requested to present the enclosed Voting
Rights Exercising Form to the receptionist.
(2) If you intend to exercise your voting rights by proxy, one other shareholder who
possesses voting rights may attend the Meeting as your proxy. In the case of
attendance by a proxy, your Voting Rights Exercising Form, the proxy’s Voting Rights
Exercising Form and a letter of proxy must be presented to the receptionist.
(3) Of the documents required to be appended to this notice, “Basic Policy concerning
Establishment of System for Ensuring the Properness of Operations” and “Summary ofManagement Status of the System for Ensuring the Properness of Operations”, of theBusiness Report, “Notes to the Consolidated Financial Statements” of the Consolidated
Financial Statements, and “Notes to the Non-Consolidated Financial Statements” of the
Non-Consolidated Financial Statements are posted on the Company’s website(https://openhouse-group.co.jp/) in accordance with laws and regulations as well as
Article 14 of the Articles of Incorporation of the Company, and are therefore notincluded in the documents attached to this notice. These documents are part of theBusiness Report, the Non-Consolidated Financial Statements and the Consolidated
Financial Statements audited by the Accounting Auditor and the Audit & Supervisory
Board Members when they prepared the Audit & Supervisory Board’s Audit Report andAccounting Auditor’s Audit Report, respectively.
(4) If any amendment has been made to items in the Reference Materials for the General
Meeting of Shareholders, the Business Report, the Consolidated Financial Statements or
the Non-Consolidated Financial Statements, such amendment will be posted on the
Company’s website (https://openhouse-group.co.jp/).

3

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of the most importantmanagement issues. The Company’s basic dividend policy is to provide year-ended
dividends to shareholders considering various factors in a comprehensive manner, including
maintenance of stable dividends and future business development.
Based on this dividend policy, the Company proposes the year-ended dividends of 40 yen
per common share for the 24th Fiscal Year.
As a result, the annual dividends for the 24th Fiscal Year, including the interim dividend (40yen per share), will be 80 yen per share.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount
Dividends per common share
Total amount of dividends

40 yen5,032,762,360 yen(3) Effective date of distribution of surplus
December 24, 2020

4

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for Proposed Amendments
To clarify management responsibilities of the Directors, increase opportunities forshareholders to cast a vote of confidence, and build a management system that can
promptly respond to changes in the business environment, the Company proposes toshorten the term of office of Directors, as provided in Article 21, Paragraph 1 of the current
Articles of Incorporation, from the current two (2) years to one (1) year, and delete Article
21, Paragraph 2 concerning adjustment of the term of office.
2. Details of the Proposed Amendments
The details of the proposed amendments are as follows:(Underlined parts are amended.)
Current Articles of Incorporation

Proposed Amendments

Article 21. (Term of Office of Directors)
1. The term of office of a Director shall expire at
the close of the ordinary general meeting ofshareholders held with respect to the lastbusiness year ending within two (2) years after
his or her election
2. The term of office of a Director elected toincrease the number of Directors or to fill avacancy shall be until the time of expiration of
the term of office of the other Directors then in
office.

Article 21. (Term of Office of Directors)
The term of office of a Director shall expire at
the close of the ordinary general meeting ofshareholders held with respect to the lastbusiness year ending within one (1) year after hisor her election(Deleted)5

Proposal No. 3:

Election of Eight (8) Directors

At the conclusion of this Meeting, the terms of office of all seven (7) Directors will expire. In
order to further strengthen the management structure, the Company will increase thenumber of directors by one as Outside Director and proposes the election of eight (8)Directors.
The candidates for Directors are as follows:
No.

1

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

Number ofCompany’s
Shares Held

October
1987 Joined Unihouse Incorporated
September 1997 President & CEO of the Company (incumbent)
September 2000 Director of Souken Build Ltd. (currently, OpenHouse Development Co., Ltd.) (incumbent)
August2007 Director of IB Net Co., Ltd. (incumbent)
September 2010 Director of Open House Realty & Investments,
Inc.
Masaaki Arai
48,000,000
October
2011 Director of OH Real Estate Management Co.,
(October 29, 1965)
Ltd. (incumbent)
January
2015 Director of Asakawa Home Co., Ltd. (currently,
Open House Architect Co., Ltd.) (incumbent)
September 2016 Manager of Open House Texas Realty &Investments LLC
October
2018 Director of HAWK ONE CORPORATION(incumbent)＜Reasons for election as a candidate for Directors＞
As the founder of the Company, Mr. Masaaki Arai has demonstrated strong leadership and led
development of our group’s business. He has thorough knowledge of the real estate industry andhas been deeply engaged in decision-making concerning business execution as Representative
Director by leveraging his deep insight and excellent management ability. In addition, he has been
making steady efforts to various types of business challenges. Therefore, the Company judged that
he will be able to continue to execute his duties as Director appropriately in the future as well.

6

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

2

Number ofCompany’s
Shares Held1988 Joined Recruit Cosmos Co., Ltd. (currently,
Cosmos Initia Co., Ltd.)
June
1989 Established and Director of Intelligence, Ltd.
(currently, PERSOL CAREER CO., LTD.)
April
1999 President, CEO of Intelligence, Ltd. (currently,
PERSOL CAREER CO., LTD.)May
2008 Chairperson of Japan Staffing Services
Association
December 2008 Advisor of Intelligence, Ltd. (currently, PERSOLCAREER CO., LTD.)
January2009
Director of Art Craft Science KK
Kazuhiko Kamata
April
2009 Representative Director and Chairman of the117,300(November 8, 1965)
Board of Art Craft Science KK
June2009 Outside Director of Payroll Inc.
August2009 Outside Director of I am Inc. (currently,
Interworks, Inc.)
March
2014 Outside Director of Fullcast Holdings Co., Ltd.
September 2015 Outside Director of Trust Tech Inc.
December 2015 Executive Vice President of the Company(incumbent)
December 2016 Director of Open House Architect Co., Ltd.
(incumbent)May
2018 Outside Director of PR TIMES Inc. (incumbent)＜Reasons for election as a candidate for Directors＞
Mr. Kazuhiko Kamata has been engaged in the management as Director and Vice-President, andcontributed to the growth of the Company and the improvement of medium-and-long term
corporate value thorough management and development of human resources based on his broad
experience and high performance cultivated by involvement of intensive business management,
especially deep insight and experience in the area of human resource management. In addition, he
has been making steady efforts to various types of business challenges, and therefore theCompany judged that he will be able to continue to execute his duties as Director appropriately inthe future as well.

7

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

3

4

1985

Number ofCompany’s
Shares Held

Joined Sumitomo Bank, Limited (currently,
Sumitomo Mitsui Banking Corporation)
July
2000 Joined usen Corp. (currently, USEN
Corporation)
July
2004 Seconded to Media K.K.
September 2005 Joined and General Manager of Administration
Division of the Company
December 2005 Director and General Manager of
Administration Division of the Company
August2007 Audit & Supervisory Board Member of IB Net
Co., Ltd.
September 2009 Senior Managing Director of the Company(incumbent)
Hitoshi Imamura
Director of Open House Development Co., Ltd.
2,004,000(May 29, 1962)(incumbent)
September 2010 CEO of Open House Realty & Investments, Inc.
November 2010 Director of IB Net Co., Ltd.
December 2010 Director of Open House Realty & Investments,
Inc. (incumbent)May
2011 Senior Managing Director, General Manager of
Administration Division of the Company
October
2011 Representative Director of OH Real EstateManagement Co., Ltd.
January
2015 Director of Asakawa Home Co., Ltd. (currently,
Open House Architect Co., Ltd.)
September 2016 Manager of Open House Texas Realty &Investments LLC (incumbent)＜Reasons for election as a candidate for Directors＞
Mr. Hitoshi Imamura has been served as general manager of Administration Division, andcontributed to the growth of the Company’s group and the improvement of medium-and-longterm corporate value by leveraging his abundant experience and deep knowledge accumulated byfinancial affairs. In addition, he has been undertaking a planning of new project and a promotion ofbusiness strategy, and therefore, the Company judged that he will be able to continue to execute
his duties as Director appropriately in the future as well.
April2002 Joined the Company
December 2002 Joined Souken Build Co., Ltd (currently, OpenHouse Development Co., Ltd.)
December 2006 Representative Director of Open House
Development Co., Ltd. (incumbent)
Ryosuke Fukuoka December 2010 Director of the Company
875,100
April
2016 Representative Director of OH Real Estate(May 22, 1978)
Management Co., Ltd. (incumbent)
January
2018 Director, Business Manager of Open House
Architect Co., Ltd. (incumbent)
April
2018 Director, Senior Executive Officer of theCompany (incumbent)＜Reasons for election as a candidate for Directors＞
Mr. Ryosuke Fukuoka has been served as Representative Director of the Company’s consolidated
subsidiary. He has abundant experience and deep knowledge of real estate industry, and has
performed his jobs and duties in an appropriate manner, and has contributed to the businessresults. Therefore, the Company judged that he will be able to continue to execute his duties as
Director appropriately in the future as well, by leveraging his experience and performance for thecontinued growth of the Company’s group and the improvement of medium-and-long term
corporate value.

8

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

5

1998

Number ofCompany’s
Shares Held

Joined Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)June
2000 Joined Starbucks Coffee Japan, Ltd.
August2009 Joined the Company
December 2010 CEO of Open House Realty & Investments, Inc.
December 2012 Director of Open House Realty & Investments,
Inc. (incumbent)
October
2014 Executive Officer, Manager of Corporate
Planning Division of the Company
February 2015 Executive Officer, General Manager ofCorporate Planning Division of the Company
December 2015 Managing Director, Executive Officer, General
Manager of Corporate Planning Division of theCompany
July
2016 Managing Director, Executive Officer, General
Manager of Administration Division andCorporate Planning Division, of the Company
September 2016 Manager of Open House Texas Realty &Investments LLC (incumbent)
Kotaro Wakatabi December 2016 Audit & Supervisory Board Member of Open253,300
House Architect Co., Ltd. (incumbent)(January 24, 1976)
Director of OH Real Estate Management Co.,
Ltd. (incumbent)
Director of IB Net Co., Ltd. (incumbent)
April
2018 Managing Director, Senior Executive Officer,
General Manager of Administration Division
and Corporate Planning Division, of theCompany
October
2018 Audit & Supervisory Board Member of HAWKONE CORPORATION
April
2019 Managing Director, Senior Executive Officer,
General Manager of Administration Division
and Corporate Planning Department, of theCompany
October
2019 Director of HAWK ONE CORPORATION(incumbent)June2020 External Director of PRESSANCECORPORATION Co.,Ltd. (incumbent)
July2020 Managing Director, Senior Executive Officer
and CFO of the Company (incumbent)＜Reasons for election as a candidate for Directors＞
Mr. Kotaro Wakatabi has been served as general manager of Administration Division andCorporate Planning Division of the Company. He has abundant experience and knowledge ofbusiness management, and has performed his jobs and duties in appropriate and fair manner.
Therefore, the Company judged that he will be able to continue to execute his duties as Director
appropriately in the future as well, by leveraging his experience and performance for the continued
growth of the Company’s group and the improvement of medium-and-long term corporate value.

9April6

7

1976

Joined Saitama Bank, Ltd. (currently, Resona
Bank, Ltd.)
June
2006 Representative Director, Deputy President ofResona Bank, Ltd.
June
2009 Executive Vice President, Director, General
Manager of Office Leasing and Development
Division, in charge of Residential Business
Department of Daiei Real Estate &Hitoshi Ishimura
Development Co., Ltd.
(May 19, 1953)
June
2010 President and Representative Director of Daiei
Real Estate & Development Co., Ltd.
June
2014 President, Representative Director and Chief
Executive Officer of Daiei Real Estate &Development Co., Ltd. (incumbent)
December 2015 Outside Director of the Company (incumbent)
June
2018 Outside Director of Regional Economy
Vitalization Corporation of Japan (incumbent)]＜Reasons for election as a candidate for Outside Directors＞
Mr. Hitoshi Ishimura has provided advice and recommendations to ensure adequacy andappropriateness of decision-making of the Board of Directors from an independent standpoint
based on his abundant experience and superior insight as business manager at financial
institutions and real estate companies. Therefore, the Company judged that he will be able tocontinue to execute his duties as Director appropriately in the future as well.
April
1996 Registered as a practicing attorney
Joined Kamibayashi Law Office
April2003 Joined Cast Law Firm (currently, Uryu & Itoga
Law Firm)
June2003 Partner of Uryu & Itoga Law Firm (incumbent)
September 2005 Outside Audit & Supervisory Board Member of* Yuko Omae
Revamp Corporation(February 17, 1966) July
2006 Director of Ai-Port Station (Specified non-profit
organization)
July
2012 Auditor of Ai-Port Station (incumbent)June2020 Councilor of Tonegawa, Arakawa source of ariver area measures fund (Public Interest
Incorporated Foundation) (incumbent)＜Reasons for election as a candidate for Outside Directors＞
Ms. Yuko Omae has a great deal of experience and broad knowledge as an attorney at law and isalso well versed in corporate legal affairs, all of which should help strengthen the Company’s
corporate governance. On top of this, her experience at a non-profit organization that provides
support for child rearing can be utilized to promote the advancement of female employees.
Although Ms. Yuko Omae has not been involved in corporate management other than in theposition of an outside officer, the Company judged that she will be able to perform her duties as an
Outside Director appropriately for the aforementioned reasons.

10

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April
April

1986
1990

Number ofCompany’s
Shares Held

Joined Japan Airlines Co., Ltd.
Anchor of the news show, Morning Wide (NHKG)
April
1998 Anchor of the news show, World Business
Satellite (TV Tokyo)
Interviewer on TV program “Maoko Kotani’s
KANDAN” (Broadcast Satellite [BS] Japan)
April2005 Advisor of Japan Association for the World
Food Programme (incumbent)* Maoko Kotani
April2013 World Economic Forum, International MediaCouncil member(March 4, 1965)
April
2014 Anchor of the nightly news program “Nikkei
Plus 10” (Broadcast Satellite [BS] Japan
April
2015 Moderator of annual OECD Forum8
April
2015 Director of TOYOTA Mobility Foundation(general incorporated foundation)(incumbent)
March2020 Anchor of “Nikkei Special - The future SDGs
changes” (Broadcast Satellite [BS] TV Tokyo)(incumbent)＜Reasons for election as a candidate for Outside Directors＞
Ms. Maoko Kotani has served as a broadcaster for TV news and informational programs for many
years and has a great deal of experience and broad knowledge developed by dealing with a wide
range of issues related to politics, economics, international relations, societies and so on. She has
been selected as a candidate Outside Director to provide useful advice on the Company’s
management and sustainability as well as to appropriately supervise the execution of its business
operations. Based on the above reasons, the Company has determined that she will be able toexecute the duties of an Outside Director.
Notes: 1. * denotes new candidate for Directors.
2. The name of Ms. Yuko Omae in the family register is Yuko Mukaida.
3. No special interest exists between the Company and each candidate.
4. Mr. Hitoshi Ishimura, Ms. Yuko Omae and Ms. Maoko Kotani are candidates for Outside
Directors.
5. Mr. Hitoshi Ishimura is currently Outside Director of the Company, and the term in his office as
Outside Director will be five (5) years upon the conclusion of the Meeting.
6. Pursuant to Articles 427, Paragraph 1 of the Companies Act, the Company has entered into theagreement with Mr. Hitoshi Ishimura to limit the liability under Article 423, Paragraph 1 of theCompanies Act. The limit of liability under the agreement is the minimum liability amountstipulated by laws and regulations or five million (5,000,000) yen, whichever is higher. If thereelection of Mr. Hitoshi Ishimura is approved, the Company plans to continue the said
agreement with him. In addition, if the elections of Ms. Yuko Omae and Ms. Maoko Kotani areapproved, the Company plans to enter into the same limited liability agreement with them.
7. The Company has notified the Tokyo Stock Exchange, Inc. (“TSE”) of Mr. Hitoshi Ishimura as
independent officer in accordance with TSE provisions. If his reelection is approved, theCompany plans to continue to designate him as independent officer. In addition, Ms. Yuko
Omae and Ms. Maoko Kotani satisfy the requirement for independent officers prescribed by the
TSE. If the elections of them are approved, the Company plans to notify the TSE of them as
independent officers in accordance with the TSE provisions.

11

Proposal No. 4:

Election of Three (3) Audit & Supervisory Board Members

At the conclusion of this Meeting, the terms of office of all three (3) Audit & Supervisory
Board Members will expire. Therefore, the Company proposes the election of three (3) Audit& Supervisory Board Members.
This proposal has been approved by the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

1

Number ofCompany’s
Shares Held1975 Joined Ataka & Co. (currently, ITOCHU
Corporation)
December 2004 Audit & Supervisory Board Member of
ITOCHU-SHOKUHIN Co., Ltd. (“ISC”)
May
2007 CFO of Food Company of ITOCHU Corporation
December 2009 Director of ISC
May
2011 Executive Officer, Executive Manager of Human
Resources & General Affairs Division,
responsible for Internal Control andEnvironmental Responsibility and Food Quality
Assurance of ISC
April
2014 Managing Executive Officer, Executive Manager
Of Administrative Division, Executive Manager
Of Corporate Planning Division, responsible
for Corporate Social Responsibility, responsible
for Compliance of ISC
Koichi Matsumoto June2014 Director, Managing Executive Officer, Executive
Manager Of Administrative Division, Executive(September 30, 1951)
Manager Of Corporate Planning Division,
responsible for Corporate Social Responsibility,
responsible for Compliance of ISC
June
2015 Director, Senior Managing Executive Officer,
Executive Manager Of Administrative Division,
responsible for Corporate Social Responsibility,
responsible for Compliance of ISC
April
2016 Director, Senior Managing Executive Officer,
Executive Manager Of Administrative Division,
Executive Manager Of Business Process
Re-engineering Division, responsible for
Corporate Social Responsibility, responsible forCompliance of ISC
June
2017 Advisor of ISC (incumbent)
December 2018 Outside Audit & Supervisory Board Member(Full-time) of the Company (incumbent)＜Reasons for election as a candidate for Outside Audit and Supervisory Board Members＞
Mr. Matsumoto successively held important posts in management and corporate governancedepartments at the major trading company, and he has extensive experience and broad
knowledge. Therefore, the Company judged that he will be able to continue to execute his duties
as Audit and Supervisory Board Member appropriately in the future as well.

12

No.

Name
(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

Number ofCompany’s
Shares Held

April
April

2

1972 Joined ITOCHU Corporation
1979 Overseas Division at Head Office of ITOCHU
Corporation
April
1987 Consultant Office for Overseas Expansion of
ITOCHU Corporation
July
1992 Seconded to ITOCHU Europe PLC andresponsible for Business Management andDevelopment
April1997 General Manager of Credit Department andSubsidiary Administration Department of
ITOCHU Europe PLC
June
1999 Deputy General Manager of Textile
Yuzo Toyama
Management Department, Textile Company of
ITOCHU Corporation(August 15, 1948)
October
2002 Seconded to, and Representative Director andPresident of, Hunting World Japan Co., Ltd.
June
2004 Subsidiary Administration Department of
ITOCHU Corporation
June
2006 Audit & Supervisory Board Member (Full-time)of ITOCHU Pulp & Paper Corporation
December 2014 Outside Audit & Supervisory Board Member(Full-time) of the Company (incumbent)
Audit & Supervisory Board Member of OpenHouse Development Co., Ltd. (incumbent)
Audit & Supervisory Board Member of OH Real
Estate Management Co., Ltd. (incumbent)＜Reasons for election as a candidate for Audit and Supervisory Board Members＞
Mr. Yuzo Toyama has abundant experience and sufficient insight for governing the corporate
management through engaging in the management and administration of subsidiaries, andserving as Audit and Supervisory Board Member, at many companies. Therefore, the Company
judged that he will be able to continue to execute his duties as Audit and Supervisory Board
Member appropriately in the future as well.
April

3

-

1995 Registered as a practicing attorney
Joined Okinobu, Ishihara & Sei Law Office(currently, Spring Partners)
August2002 Joined Freshfields Bruckhaus Deringer, Tokyo
OfficeAugust2006
Joined Linklaters, Tokyo Office* Mieko Hosaka
February 2012 Managing partner of Fiore International Law(October 18, 1968)
OfficeMay
2017 Joined Studio Legale Pavia e Ansaldo, Tokyo
OfficeMay
2020 Managing partner of PeA Law Office (affiliate
office of Studio Legale Pavia e Ansaldo)(incumbent)＜Reasons for election as a candidate for Audit and Supervisory Board Members＞
Ms. Mieko Hosaka has a great deal of experience and broad knowledge as an attorney at law and isalso well versed in corporate and international legal affairs, all of which should help strengthen the
Company’s auditing system. Although she has not been directly involved in corporate
management in the past, based on the above reasons the Company has determined that she will
be able to appropriately execute the duties of an Outside Audit & Supervisory Board Member.

13

Notes: 1. * denotes new candidate for Audit & Supervisory Board Members.
2. No special interest exists between the Company and each candidate.
3. Mr. Koichi Matsumoto, Mr. Yuzo Toyama and Ms. Mieko Hosaka are candidates for Outside
Audit & Supervisory Board Members.
4. Mr. Koichi Matsumoto and Yuzo Toyama are currently Outside Audit & Supervisory Board
Members of the Company, and will have served as Outside Audit & Supervisory Board Members
for two (2) years, and six (6) years, respectively, upon conclusion of this Meeting.
5. Pursuant to Articles 427, Paragraph 1 of the Companies Act, the Company has entered into theagreements with Mr. Koichi Matsumoto and Mr. Yuzo Toyama to limit the liability under Article
423, Paragraph 1 of the Companies Act. The limit of liability under these agreements is theminimum liability amount stipulated by laws and regulations or five million (5,000,000) yen,whichever is higher. If the reelections of Mr. Koichi Matsumoto and Yuzo Toyama are approved,
the Company plans to continue these agreements with them. In addition, if the election of Ms.
Mieko Hosaka is approved, the Company plans to enter into the same limited liability agreementwith her.
6. The Company has notified the TSE of Mr. Koichi Matsumoto and Mr. Yuzo Toyama as
independent officers in accordance with the TSE provisions. If the reelection of them areapproved, the Company plans to continue to designate them as independent officers. In
addition, Ms. Mieko Hosaka satisfies the requirement for independent officers prescribed by the
TSE. If her election is approved, the Company plans to notify the TSE of her as an independent
officer in accordance with the TSE provisions.

14

Proposal No. 5:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to continuously keep a statutory minimum number of Audit & Supervisory Board
Members, the Company proposes the election of one (1) Substitute Audit & Supervisory
Board Member.
The election under this resolution may be cancelled, before she assumes the office, by the
resolution of the Board of Directors, subject to the approval of the Audit & Supervisory
Board.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Career summary, status and assignment at the Company(significant concurrent positions held outside the Company)

April

1989

Number ofCompany’s
Shares Held

Joined KOGIN SYSTEMS DEVELOPMENT CENTER LTD.
(currently, Mizuho Information & Research Institute, Inc.)
August1991 Joined ASAHI SHINWA & Co. (currently, KPMG Azusa
LLC)
Kazumi Ido
September 1993 Registered as tax accountant(May 2, 1964) December 1997 Joined American Family Life Assurance Company ofColumbus
October
1999 Representative of Kazumi Funiu Tax Accounting Office(incumbent)＜Reasons for election as a candidate for Substitute Outside Audit & Supervisory Board Members＞
The Company believes that Ms. Kazumi Ido will be able to leverage her specialized knowledge and deep
insight regarding tax affairs, gained through her experience at the audit corporation and many years ofwork at the tax accounting office, to the audit of the Company, and therefore the Company proposes her
election as Substitute Outside Audit & Supervisory Board Member. Although Ms. Kazumi Ido has notbeen involved in corporate management other than in the position of an outside officer, the Company isof judgement that she will be able to execute her duties as Audit & Supervisory Board Member
appropriately for the aforementioned reasons.
Notes: 1. No special interest exists between the Company and the candidate.
2. Ms. Kazumi Ido is a candidate for Substitute Outside Audit & Supervisory Board Member.
3. Ms. Kazumi Ido provides tax accounting services under her maiden name (Funiu).
4. If Ms. Kazumi Ido assumes the office of Outside Audit & Supervisory Board Member, theCompany plans to enter into an agreement with her, in accordance with Article 427, Paragraph 1of the Companies Act, to limit the liability under Article 423, Paragraph 1 of the Companies Act
to the minimum liability amount stipulated by laws and regulations or five million (5,000,000)
yen, whichever is higher.
5. Ms. Kazumi Ido satisfies the requirement for independent officers in accordance with theregulations of the TSE. If Ms. Kazumi Ido assumes the office of Outside Audit & Supervisory
Board Member, the Company plans to notify the TSE of her as an independent officer inaccordance with the TSE regulations.

15

Proposal No. 6:

Revision of Remuneration Amount for Directors

The total amount of remuneration for Directors of the Company was resolved to be up to
900 million yen per year (of which, up to 100 million yen per year is for Outside Directors)(excluding employee’s salary portion) at the 21st Ordinary General Meeting of Shareholders
held on December 20, 2017, and has remained unchanged to date.
However, in order to enable flexible operation of remuneration payment responding tochanges in business management environment in the future (for example, remuneration
payment which would further link with performance), the Company proposes to change thetotal amount of remuneration per fiscal year for Directors to be up to 1,500 million yen a
year (of which, up to 200 million yen per year is for Outside Directors) (excluding employee’ssalary portion).
Currently, there are seven (7) Directors (including two (2) Outside Directors).

If Proposal

No.3 is approved as proposed, the number of Directors will be eight (8), including three (3)Outside Directors.

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<Guidance to the Exercise of Voting Rights via the Internet, etc.>
1. If you exercise your voting rights via the Internet, please confirm the following
guidance before doing so. If you attend the meeting, you do not need to mail the
Voting Rights Exercise Form or exercise your voting rights via the Internet.
(1) Website for the Exercise of Voting Rights(a) Exercise of your voting rights via the Internet is only available by accessing thedesignated website for the exercise of voting rights (https://evote.tr.mufg.jp/)
from any of personal computers, smartphones or mobile phones. (Please notethat the website is not available from 2:00 a.m. to 5:00 a.m. every day.)(b) Exercise of your voting rights via personal computers or smartphones may not
be available depending on your internet environment: e.g., when you use afirewall, etc. for internet connection; when antivirus software is installed; when aproxy server is used; and when TLS encrypted communication is not designated.
(c) For security purposes, the website is not accessible from handsets incapable of
TLS encrypted communication and mobile data transmission.
(d) Although voting rights may be exercised via the Internet until 6:00 p.m., Tuesday,
December 22, 2020 (JST), please exercise your voting rights ahead of time andcontact the Help Desk as shown below if you have any inquiries.
(2) How to Exercise Voting Rights via the Internet(a) By personal computers or mobile phones
・Please access the website for the exercise of voting rights(https://evote.tr.mufg.jp/), enter the “Login ID” and “Temporary Password”
shown on the attached Voting Rights Exercise Form and follow the instruction
on the screen to register your vote for or against the proposals.

・To prevent unauthorized access from persons other than shareholders(“spoofing”) and falsification of voting details, shareholders will be required tochange the “Temporary Password” on the website for the exercise of voting
rights.

・A new “Login ID” and “Temporary Password” will be issued for each General
Meeting of Shareholders.

(b) By smartphones
・

By scanning the QR code for login shown on the attached Voting Rights
Exercise Form, you can automatically access the designated website for the
exercise of voting rights and exercise your voting rights. (You do not need toenter the “Login ID” and “Temporary Password”.)17

・

For security purposes, exercise your voting rights by scanning the QR code isavailable only once.After the second time, you will need to enter the “Login ID”
and “Temporary Password”.

・

Depending on your device model of smartphone, you may not be able to login
using the QR code. When you cannot login using the QR code, please exercise
your voting rights by personal computers or mobile phones as indicated in (2).
(a) above.
※QR code is a registered trademark of DENSO WAVE CORPARATION.

(3) Multiple Exercise of Voting Rights(a) If you have exercised your voting rights both by mailing the Voting Rights
Exercise Form and via the Internet, only the exercise of voting rights via theInternet will be valid.
(b) If you have exercised your voting rights more than once via the Internet, only the
final exercise of the voting rights will be valid. If you have exercised your voting
rights via personal computer, smartphone and mobile phone redundantly, only
the final exercise of the voting rights will be valid.
(4) Costs of Using the Website for the Exercise of Voting Rights
Any costs including Internet connection fees that might be required to access thewebsite for the exercise of voting rights shall be borne by the shareholder. In
addition, if you use a mobile phone, etc., fees such as packet communication feesand other mobile phone usage fees will apply, and these fees shall also be borneby the shareholder.
For inquiries about the system and other matters, contact :Securities Business Division (Help Desk),
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (toll-Free within Japan)
Hours: 9:00 a.m. - 9:00 p.m. (Japan Time)

2. Electronic Voting Platform
When you apply for the use of “Electronic Voting Platform” operated by ICJ, Inc. in advance,
you may use such platform as a method of exercising your voting rights by electromagnetic
means for the Company’s General Meeting of Shareholders, other than the exercise of
voting rights via the Internet as described in item 1 above.

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