Securities Code 9678
January 4, 2023
To Our Shareholders
1-19, Odori Higashi 3-chome
Chuo-ku, Sapporo, Hokkaido
060-0041, Japan
Tetsuo Kanamoto, President

Notification and Invitation to the 58th Regular General Meeting of the Shareholders
On behalf of the company, I would like to express our sincere appreciation for your continuing
support.
It is a pleasure to send you notification of the 58th Regular General Meeting of the Shareholdersof Kanamoto Company, Ltd., which will be convened at the time and location indicated below.
If you are unable to attend the Meeting, please take a few moments to read the following
reference documents for the General Meeting of the Shareholders, and exercise your voting rights
by using either of the procedures indicated below.
[To exercise your shareholder voting rights in writing (by mail)]Shareholders who wish to exercise their voting rights using the Form for Exercising Voting Rights arerequested to use the enclosed form to cast an affirmative or negative vote regarding the resolutions presented
for approval. Please sign your voting form and return it to us by 5:00 p.m. on Wednesday, January 25, 2023
(Japan time).
[To exercise your shareholder voting rights by Internet]
Shareholders who wish to exercise their voting rights using the Internet are requested to exercise their voting
rights to cast an affirmative or negative vote regarding the resolutions presented for approval by 5:00 p.m. on
Wednesday, January 25, 2023 (Japan time).
◎Please refer to the Instructions When Exercising of Voting Rights Using the Internet, etc. provided below onPage 20 to 21.

1. Date and Time
2. Location

Thursday, January 26, 2023, 10:00 a.m. (Reception desk will open from 9:00 a.m.)
11-1 Nishi, Kita 1-jo, Chuo-ku, Sapporo, Hokkaido, Japan
Royton Sapporo, 3rd Floor “Royton Hall”

3. Purpose and Topics of the Meeting
Matters to be reported
1. Report of Business Operations and the Consolidated Financial Statements, and the Report on
Results of the Audit by the Accounting Auditor and the Board of Corporate Auditors on theConsolidated Financial Statements, for the 58th Business Period (from November 1, 2021 toOctober 31, 2022)
2. Report of the Non-Consolidated Financial Statements for the 58th Business Period (from November
1, 2021 to October 31, 2022)
Resolutions to be presented for Shareholder Approval
Resolution#1
Amendment to the Articles of Incorporation
Resolution#2

Appointment of thirteen (13) individuals to position of Director

Resolution#3

Appointment of four (4) individuals to position of Corporate Auditor－1－◎Exercise of voting rights by proxy
When you will exercise your voting rights by proxy, one (1) other shareholder with voting rights can attend theGeneral Meeting of the Shareholders as your representative. However, your proxy will be required to present
documentation to verify he/she has the authority to vote on your behalf.

◎When attending the General Meeting of the Shareholders on the scheduled date, please submit the enclosed
Form for Exercising Voting Rights at the reception desk on the meeting date.
◎As part of the documents to be provided to shareholders when issuing this notification to convene a Regular
General Meeting of the Shareholders, information pertaining to matters that should be disclosed in the Notes to
the Consolidated Financial Statements and Notes to the Non-Consolidated Financial Statements will be provided toshareholders in the form of documents available on Kanamoto’s Internet website [https://www.kanamoto.ne.jp]
based on laws and regulations and Article 16 of Kanamoto’s Articles of Incorporation.
In addition to the matters described in the enclosed 58th Business Period Report of Business Operations, thematters that should be disclosed as Notes to the Consolidated Financial Statements and Notes to the NonConsolidated Financial Statements are included as well in the Consolidated Financial Statements and NonConsolidated Financial Statements that were audited when the Board of Corporate Auditors prepared its Audit
Report and the Accounting Auditor prepared its Audit Report, respectively.
In the event of revisions to the Reference Documents for the General Meeting of the Shareholders described
below and the Report of Business Operations or Consolidated Financial Statements and the Non-Consolidated
Financial Statements described in the 58th Business Period Report of Business Operations, the Company will
publish the changes on its Internet website [https://www.kanamoto.ne.jp].
<Please be sure to read>

Request to voluntarily refrain from attending the General Meeting of the Shareholders toprevent the spread of COVID-19
To prevent the spread of the novel coronavirus disease (COVID-19) we ask that all shareholders refrain from
attending the General Meeting of the Shareholders. We ask that you exercise your voting rights in writing or byusing the Internet.
The Company will be taking the following measures with regard to the holding and operating of the General
Meeting of the Shareholders to prevent the spread of COVID-19. We appreciate your understanding andcooperation.
• The staff at the meeting will be wearing masks.
• Alcohol-based hand sanitizer will be placed at the entrance of the meeting venue. All shareholders who attend
the meeting are requested to bring and wear a mask.
• Because shareholders attending the meeting will be seated with spacing kept between each other in themeeting room, we ask that you follow the directions of the meeting staff.
• Because of the extra spacing between seats, the number of seats available at the venue will be much fewer
compared with usual years. As a result, it is possible that some shareholders who come to the venue on thedate of the meeting may be refused entry.
• Shareholders who display symptoms such as a fever or cough and shareholders who exhibit other states ofpoor health may be refused entry to the venue. In addition, the meeting staff may check the temperature ofshareholders who come to the venue.
• The Company’s officers attending the meeting may be wearing masks.
• The Company plans to omit detailed explanations of the matters to be reported (including the audit reports)
and the resolutions to be presented to shorten the length of the meeting.
Note: If the above responses are updated before the meeting due to the situation regarding the spread of
infection, details of announcements made by the government, etc., such information will be published on
Kanamoto’s Internet website [https://www.kanamoto.ne.jp]. Therefore, please be sure to check the website
for any updates.

－2－

Reference Documents for the General Meeting of the Shareholders
Resolution＃1 Amendment to the Articles of Incorporation
1. Reasons for the Amendments(1) In line with the enforcement of the revised provisions provided for in the proviso to Article
1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.
70 of 2019) on September 1, 2022, and the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format, theCompany proposes to make the following changes to its Articles of Incorporation.
①

Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company
shall take measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format.

②

Article 16, paragraph 2 in “Proposed amendments” below will establish the provision tolimit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents.

③

Since Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) in “Current Articles of Incorporation” will nolonger be required, this will be deleted.

④

Accompanying

theaforementioned

establishment

anddeletionofprovisions,

supplementary provisions regarding the effective date, etc. will be established. These
supplementary provisions shall be deleted after the specified term elapses.
(2) In order to ensure that directors and corporate auditors can adequately fulfill the roles
expected of them, the Company proposes to change the scope of company officers who canenter into contracts of limitation of liability pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act.
The Company has obtained the consent of every Corporate Auditor with respect to theamendment to Article 28, paragraph 2 of the Articles of Incorporation.
2. Details of the Amendments
The details of the amendments are as follows:(Amendments are underlined. )Proposed amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16. When the Company convenes a general
meeting of shareholders, if it discloses
information that is to be stated orindicated in the reference documents forthe general meeting of shareholders,business
report,non-consolidated
financial statements and consolidated
financial statements through the internet
in accordance with the provisions
prescribed by the Ministry of Justice
Order, it may be deemed that theCompany has provided this information
to shareholders.

－3－(Deleted)

Current Articles of Incorporation(Newly established)

Proposed amendments(Measures, etc. for Providing Information inElectronic Format)
Article 16.
1. When the Company convenes a general
meeting of shareholders, it shall takemeasures for providing information that
constitutes
thecontentofreference
documents for the general meeting ofshareholders, etc. in electronic format.
2. Among items for which the measures forproviding information in electronic format
will be taken, the Company may exclude allor some of those items designated by the
Ministry of Justice Order from statements inthe paper-based documents to be delivered
to shareholders who requested the deliveryof paper-based documents by the record
date of voting rights.

(Exemption of Directors from Liability)(Exemption of Directors from Liability)
Article 28. (Omitted)
Article 28. (Unchanged)
2. Pursuant to the provisions of Article 427,
2. Pursuant to Article 427, Paragraph 1, of theParagraph 1 of the Companies Act, theCompanies Act, the Company may enter into
Company may enter into an agreement withan agreement with an outside director
a director (excluding a director involved inregarding limitation of liabilities for damage
attributable to such outside director’s
executing business operations) regarding
negligence of duties. However, the limitation
limitationofliabilities
fordamageof liability under such agreement shall be theattributable to such director’s negligence ofminimum limit amount prescribed by laws
duties. However, the limitation of liability
and regulations.
under such agreement shall be the minimum
limit amount prescribed by laws andregulations.
(Exemption of Corporate Auditors from Liability)(Exemption of Corporate Auditors from Liability)
Article 36. (Omitted)
Article 36. (Unchanged)
2. Pursuant to the provisions of Article 427,
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theParagraph 1 of the Companies Act, theCompany may enter into an agreement with
Company may enter into an agreement witha corporate auditor regarding limitation ofan outside corporate auditor regarding
limitationofliabilities
fordamageliabilities for damage attributable to such
attributable to such outside corporate
corporate auditors’ negligence of duties.
auditors’ negligence of duties. However, theHowever, the limitation of liability under such
limitation of liability under such agreementagreement shall be the minimum limit
shall be the minimum limit amountamount prescribed by laws and regulations.
prescribed by laws and regulations.
(Supplementary Provisions)(Transitional
Measures
Concerning
Internet
Disclosure and Deemed Provision of Reference
DocumentsoftheGeneralMeetingof
Shareholders, Etc.)
Article 1.
(Newly established)
1. Article 16 of the current Articles ofIncorporation(Internet
Disclosure
andDeemed Provision of Reference Documents
for the General Meeting of Shareholders,Etc.) shall remain effective regarding any
general meeting of shareholders held on adate within six months from September 1,
2022 (the “Date of Enforcement”).
2. These Supplementary Provisions shall bedeleted on the date when six months haveelapsed from the Date of Enforcement or
three months have elapsed from the date of
the general meeting of shareholders in thepreceding paragraph, whichever is later.

－4－

Resolution＃2 Appointment of thirteen (13) individuals to position of Director
The term of office of fourteen (14) Company Directors will terminate at the conclusion of theRegular General Meeting of the Shareholders.
Therefore, the Company is requesting approval to appoint thirteen (13) individuals to the positionof Directors.
Information on the candidates for Director is provided below.
Areas in which the Company has particular expectations of each Director
NomineenumberName

Attribute ofcandidate1

KanchuKanamoto2

Corporate
Management

Dialoguewith capital
markets

Rentalbusiness /industryknowledge

GrobalBusiness

Finance/
Accountihg

Legal/
Compliance

Reappointment

●

●

●

●

●

●

TetsuoKanamoto

Reappointment

●

●

●

●

3

TatsuoKanamoto

Reappointment●

4

Kazunori
Hashiguchi

Reappointment

●

5

Akira
Sannomiya

Reappointment

●

●

6

Jun
Watanabe

Reappointment

●

●

7

Shun
HiroseReappointment

8

HideakiYamashita

Reappointment

9

Susumu
Naito

Reappointment
OutsideIndependent

●

●

●

●

10

Eiji
Arita

Reappointment
OutsideIndependent

●

●

●

●

11

Motoki
Yonekawa

Reappointment
OutsideIndependent

●

12

Ayako
TabataReappointment
OutsideIndependent

●

●

13

Tetsuya
Okawa

Reappointment
OutsideIndependent

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(Notes) above matrix never represent all the knowledge and experience of each person

－5－

●

●

●

●

Sales/
MarketingNominee
numberName(Date of birth)

Kanchu Kanamoto(November 29, 1946)[Reappointment]

1

Employment history and position and duties at Kanamoto

April 1973
November 1981
January 1990
April 1996
June 1998
January 2001
November 2016

[Main concurrent positions at other entities]
Chairman of the Board, Kanamoto (China) Investment Co., Ltd.
[The reason that the Company has proposed Kanchu Kanamoto as a candidate for Director]
He has extensive experience and expertise regarding the business activities of the Company
through executing the duties of Chairman of the Board and Representative Director of theCompany. From the perspective of promoting the sustainable growth of the Company andenhancing the medium- to long-term corporate value, the Company has judged him to besuitable as a director of the Company and has continued to appoint him as a candidate fordirector.
Number of shares of Kanamotostock owned

Number of years in office490,200 shares

April 2001
November 2002
Tetsuo Kanamoto(May 21, 1960)[Reappointment]

Attendance at Board of
Directors meetings

41years
January 1983
September 2000

January 2004
June 2005
April 2012
November 2014
November 2016

2

Joined Kanamoto Co., Ltd.
Promoted to Director
Promoted to Executive Director
Promoted to Executive Vice President
Promoted to President and CEO
Promoted to Corporate Officer
Promoted to Chairman of the Board andRepresentative Director (Present position)

5/5

Joined Kanamoto Co., Ltd.
Regional Manager, Construction Equipment
Rental Division Kanto Region
Promoted to Corporate Officer
Division Manager, Construction Equipment
Rental Division
Promoted to Director
General Manager, Business Coordination
Headquarters (Present position)
Promoted to Senior Corporate Officer
Promoted to Senior Vice President andCorporate Officer
Promoted to President and CEO andCorporate Officer (Present position)[Main concurrent positions at other entities]
President and Representative Director, Toyo Industry Co., Ltd.
Chairman of the Board and Representative Director, Unite Co., Ltd.
Chairman of the Board and Representative Director, KG Flowtechno Co., Ltd.
President and Representative Director, SOOKI HOLDINGS Co., Ltd.
Chairman of the Board and Representative Director, Kanki Co., Ltd.
[The reason that the Company has proposed Tetsuo Kanamoto as a candidate for Director]
He has extensive experience and expertise regarding the business activities of the Company
through executing the duties of President and CEO, and as well as the duties of the division
manager of a Business Division. From the perspective of promoting the sustainable growth of
the Company and enhancing the medium- to long-term corporate value, the Company has
judged him to be suitable as a director of the Company and has continued to appoint him as a
candidate for director.
Number of shares of Kanamotostock owned

Number of years in office

22,487 shares

19years－6－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto
April 1994
April 2001
January 2003
April 2003
April 2005

Tatsuo Kanamoto(February 2, 1962)[Reappointment]

January 2007
February 2012
February 2014
February 20163

April 2016
November 2016

Joined Kanamoto Co., Ltd.
Regional Manager, Construction Equipment
Rental Division Kinki-Chubu Region
Promoted to b (Present position)
Regional Manager, Construction Equipment
Rental Division Tohoku Region
Regional Manager, Construction Equipment
Rental Division Hokkaido Region (Present
position)
Promoted to Director (Present position)
Promoted to Deputy Division Manager,
Construction Equipment Rental Division
General Manager, Steel Sales Division
Manager in charge of Steel Sales Division(Present position)
Regional Manager, Construction Equipment
Rental Division Kanto & Koshinetsu Region
Division Manager, Construction Equipment
Rental Division (Present position)[The reason that the Company has proposed Tatsuo Kanamoto as a candidate for Director]
He has extensive experience and expertise regarding the business activities of the Company
through executing the duties of the division manager of the Construction Equipment Rental
Division and the general manager of the Steel Sales Division. From the perspective ofpromoting the sustainable growth of the Company and enhancing the medium- to long-term
corporate value, the Company has judged him to be suitable as a director of the Company andhas continued to appoint him as a candidate for director.
Number of shares of Kanamotostock owned

Number of years in office

91,200 shares

16years
January 2012

April 2012
Kazunori Hashiguchi(March 28, 1960)[Reappointment]

November 2013

February 2016

4

November 2018

Attendance at Board of
Directors meetings
5/5

Joined Kanamoto Co., Ltd. and appointed
Corporate Officer (Present position)
Assistant to General Manager, Business
Coordination Headquarters
Promoted to Director (Present position)
Division Manager, Information Products
Division
Division Manager, Market Development
Division (currently General Manager, Market
Development Office) (Present position)
Manager in charge of New Products Officeserving concurrently as Manager in charge ofConstruction Equipment Rental Division
Event Marketing Division
Manager in charge of Information Products
Division
Division Manager, Human Resources Division(Present position)[The reason that the Company has proposed Kazunori Hashiguchi as a candidate for Director]
He has extensive experience and expertise regarding the business activities of the Company
through executing the duties of the Market Development Division and Division Manager, Human
Resources Division. From the perspective of promoting the sustainable growth of the Company
and enhancing the medium- to long-term corporate value, the Company has judged him to besuitable as a director of the Company and has continued to appoint him as a candidate fordirector.
Number of shares of Kanamotostock owned

Number of years in office3,600 shares

11years－7－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto
March 1988
May 2012
April 2016

Akira Sannomiya(February 22, 1965)[Reappointment]

November 2019
November 2020
January 2021
January 2023

5

Joined Kanamoto Co., Ltd.
General Manager Affiliated Business Office
Regional Manager, Construction Equipment
Rental Division Kansai & Tyubu
Region(currently West Japan Region)
Promoted to Corporate Officer (Present
position)
Regional Manager, Construction Equipment
Rental Division Kyusyu Region
Promoted to Director (Present position)
Division Manager, Business Administration
Division serving concurrently as Division
Manager, Used Products Sales Division(Present position)[The reason that the Company has proposed Akira Sannomiya as a candidate for Director]
He has extensive experience and expertise regarding the business activities of the Company
through executing the duties of the regional manager of the Construction Equipment Rental
Division. From the perspective of promoting the sustainable growth of the Company andenhancing the medium- to long-term corporate value, the Company has judged him to besuitable as a director of the Company and has continued appointed him as a candidate fordirector.
Number of shares of Kanamotostock owned

Number of years in office

11,000 shares

2year
September 1990
May 2006

Jun Watanabe(January 2, 1970)[Reappointment]

January 2017
November 2018

January 2021
November 2021
6

Attendance at Board of
Directors meetings
5/5

Joined Kanamoto Co., Ltd.
Division Manager, Construction Equipment
Rental Division National Special Demand
Sales Division (Present position)
Promoted to Corporate Officer (Present
position)Manager in charge of New Products Officeserving concurrently as Manager in charge ofConstruction Equipment Rental Division
Event Marketing Division
Promoted to Director (Present position)
General Manager New Products Office(Present position)[Main concurrent positions at other entities]
President and Representative Director, KG Flowtechno Co., Ltd.
[The reason that the Company has proposed Jun Watanabe as a candidate for Director]
He has extensive experience and expertise regarding the business activities of the Company
through executing the duties of the division manager of the National Special Demand Sales
Division. From the perspective of promoting the sustainable growth of the Company andenhancing the medium- to long-term corporate value, the Company has judged him to be suitable
as a director of the Company and has continued appointed him as a candidate for director.
Number of shares of Kanamotostock owned

Number of years in office5,900 shares

2year

－8－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto
April 1988
April 2013
April 2016

Shun Hirose(July 1, 1964)[Reappointment]

June 2018
November 2018

January 2019

7

January 2021

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
General Manager, Qingdao Branch, Mizuho
Corporate Bank (China), Ltd. (currently
Mizuho Bank (China), Ltd.)
General Manager, China Business Promotion
Department, Mizuho Bank, Ltd.
Advisor, Kanamoto Co., Ltd.
Joined Kanamoto Co., Ltd. and appointed
Corporate Officer (Present position)
Acting Division Manager, Administration
Division
General Manager, Public Relations Office(Present position) Division Manager,
Administration Division serving concurrently
as General Manager, Secretary Office
Promoted to Director (Present position)
Division Manager, Accounting Division;
serving concurrently as Manager, Bill
Collection Center (Present position)[The reason that the Company has proposed Shun Hirose as a candidate for Director]
He has knowledge in the fields of banking and finance through serving in positions ofresponsibility in Mizuho Bank Ltd. as well as extensive experience and expertise regarding thebusiness activities of the Company through executing the duties of the division manager
Accounting Division and Public Relations Division. From the perspective of promoting thesustainable growth of the Company and enhancing the medium- to long-term corporate value,
the Company has judged him to be suitable as a director of the Company and has continued
appointed him as a candidate for director.
Number of shares of Kanamotostock owned

Number of years in office3,000 shares

2year
April 1988
September 2011
April 2015

Hideaki Yamashita(June 15, 1965)[Reappointment]

8

February 2017
June 2018
November 2018

January 2019
January 2021

Attendance at Board of
Directors meetings
5/5

Joined The Bank of Tokyo, Ltd. (currently
MUFG Bank, Ltd.)
Deputy President, Bank of Tokyo-Mitsubishi
UFJ (Malaysia) Berhad (currently MUFG Bank
(Malaysia) Berhad)
General Manager, Aoyamadori Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
General Manager, Akasaka Branch, The Bankof Tokyo-Mitsubishi UFJ, Ltd.
Advisor, Kanamoto Co., Ltd.
Joined Kanamoto Co., Ltd. and appointed
Corporate Officer (Present position)
Acting Division Manager, Overseas Business
Division
Division Manager, Overseas Business
Division (Present position)
Promoted to Director (Present position)[The reason that the Company has proposed Hideaki Yamashita as a candidate for Director]
He has knowledge in the fields of banking and finance through serving in positions of responsibility
in MUFG Bank Ltd. as well as extensive experience and expertise regarding the business activitiesof the Company through executing the duties of the division manager of the Overseas Business
Office of the Company. From the perspective of promoting the sustainable growth of the Company
and enhancing the medium- to long-term corporate value, the Company has judged him to besuitable as a director of the Company and has continued appointed him as a candidate for director.
Number of shares of Kanamotostock owned

Number of years in office2,000 shares

2year
－9－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto

April 1990
November 2011
May 2012

March 2013
January 2016
Susumu Naito(July 4, 1967)[Reappointment][Candidate for Outside
Director][Independent Officer]

January 2017

June 2018
January 2019

9

January 2023

Joined ORIX Corporation
General Manager, Electric Power Business
Department, ORIX Corporation
General Manager, Electric Power Business
Department, ORIX Corporation
Promoted to President, ORIX Electric Power
Corporation
General Manager, Sales Department I, ORIX
Corporation
Trustee, Deputy Head, Tokyo Sales
Headquarters, General Manager, Sales
Department I, ORIX Corporation
Trustee, Deputy Head, Eastern Japan Sales
Headquarters, ORIX Corporation
President and Representative Director, ORIX
Food Supply Corporation
Outside Director, Kanamoto Co., Ltd.
(Present position)
Director, Hyakugo Leasing Company Limited
Senior Managing Executive Officer, General
Manager of Lease Sales Division, Manager incharge of Fleet Management Department,
and Supervising Manager of Truck Rental
Division, ORIX Auto Corporation (Present
position)
Executive Officer, ORIX Corporation (Present
position)[The reason that the Company has proposed Susumu Naito as a candidate for Outside Director
and overview of expected roles]
Since he has successively held responsible positions in ORIX Corporation, and furthermore, hasgained experience of management of its subsidiary, he can use his extensive experience andknowledge cultivated to contribute to the management of the Company. The Company also
expects him to provide appropriate advice from a broad viewpoint concerning the Company’sbusiness activities.
[Matters concerning independency]
He has fulfilled the requirements of the “criteria for judging the independence of outside
directors,” set forth by the Company, and the Company has notified the Tokyo Stock Exchange
and Sapporo Securities Exchange, the exchanges on which Kanamoto’s shares are listed, of theposition of Susumu Naito as an “independent officer” as provided by the rules etc. of bothexchanges.
The amount of transactions between the Company and the ORIX Group where he works is not
more than 0.1% of the ORIX Group’s and the Company’s respective consolidated sales in thelast fiscal year. Therefore, this has no impact on his independence.
Number of shares of Kanamotostock owned

Number of years in office–

6years－10－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto
April 1989
March 2005
March 2009
June 2009
March 2013

Eiji Arita(April 17, 1966)[Reappointment][Candidate for Outside
Director][Independent Officer]

March 2015
January 2017
January 2019
April 2019
June 2019
January 2020

10

Joined ORIX Corporation
Branch Manager, Kofu Branch Office, ORIX
Corporation
Branch Manager, Saitama Branch Office,
ORIX Corporation
Director of Japan Medicare Support Co., Ltd.
(currently UNIMAT Retirement Community
Co., Ltd.)
Block Manager, Integrated Central Block No.
2, ORIX Corporation
Block Manager, Central Block, ORIX
Corporation
Administrative Officer, Deputy General
Manager, Eastern Japan Sales Division, ORIX
Corporation
Executive Officer, Deputy General Manager,
Corporate Sales Division, ORIX Corporation,
Regional Sales Representative
Director, Kyuko-Lease Inc. (Present position)
Director, Torigin Lease Inc. (Present position)
Executive Officer, Deputy General Manager,
Corporate Sales Division (General Manager
of Domestic Sales Division), ORIX
Corporation (Present position)
Outside Director, Kanamoto Co., Ltd.
(Present position)[The reason that the Company has proposed Eiji Arita as a candidate for Outside Director andoverview of expected roles]
Since he has successively held responsible positions in ORIX Corporation, he can use his
extensive experience and knowledge cultivated to contribute to the management of theCompany. The Company also expects him to provide appropriate advice from a broad
viewpoint concerning the Company’s business activities.
[Matters concerning independency]
He has fulfilled the requirements of the “criteria for judging the independence of outside
directors,” set forth by the Company, and the Company has notified the Tokyo Stock Exchange
and Sapporo Securities Exchange, the exchanges on which Kanamoto’s shares are listed, of theposition of Eiji Arita as an “independent officer” as provided by the rules etc. of bothexchanges.
The amount of transactions between the Company and the ORIX Group where he works is not
more than 0.1% of the ORIX Group’s and the Company’s respective consolidated sales in thelast fiscal year. Therefore, this has no impact on his independence.
Number of shares of Kanamotostock owned

Number of years in office–

3years－11－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Motoki Yonekawa(December 22, 1946)[Reappointment][Candidate for Outside
Director][Independent Officer]

11

Employment history and position and duties at Kanamoto

May 1985
April 1996
April 2007
September 2011
January 2016

Vice President, Sapporo Hokuyu Hospital
President, Sapporo Hokuyu Hospital of
Medical Corporation Hokuyukai
Chairperson, Specified Medical Corporation
Hokuyukai
Chairperson, Social Medical Corporation
Hokuyukai (Present position)
Outside Director, Kanamoto Co., Ltd.
(Present position)[The reason that the Company has proposed Motoki Yonekawa as a candidate for Outside
Director and overview of expected roles]
Although he has not participated in corporate management, he can use his experience andknowledge as an executive at a medical institute, which is in an industry different to that inwhich the Company operates, to contribute to the management of the Company. The Company
also expects him to provide appropriate advice from a broad viewpoint concerning theCompany’s business activities.
[Matters concerning independency]
He has fulfilled the requirements of the “criteria for judging the independence of outside
directors,” set forth by the Company, and the Company has notified the Tokyo Stock Exchange
and Sapporo Securities Exchange, the exchanges on which Kanamoto’s shares are listed, of theposition of Motoki Yonekawa as an “independent officer” as provided by the rules etc. of bothexchanges.
He currently serves as Chairperson of the Social Medical Corporation Hokuyukai, but there areno transactions between the Corporation and the Company. Therefore, this has no impact on
his independence.
Number of shares of Kanamotostock owned

Number of years in office–

7years－12－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto

April 2000
October 2002
Ayako Tabata(December 3, 1974)[Reappointment][Candidate for Outside
Director][Independent Officer]

12

May 2009
October 2014

Registered with the Sapporo Bar Association(joined Motohiro Asano Law Office)Director, Lavender Law Office (Present
position)
Director, The Medical Malpractice Information
Center (Present position)
Human Rights Volunteer, Sapporo Legal
Affairs Bureau (Present position)

May 2019

Deputy Representative, Sapporo Medical
Malpractice Study Group (Present position)

January 2020

Outside Director, Kanamoto Co., Ltd.
(Present position)[The reason that the Company has proposed Ayako Tabata as a candidate for Outside Director andoverview of expected roles]
Although she has not participated in corporate management, she can use her extensive
experience and knowledge developed as an attorney-at-law to contribute to the management of
the Company. The Company also expects her to provide appropriate advice from a broad
viewpoint concerning the Company’s business activities.
[Matters concerning independency]
She has fulfilled the requirements of the “criteria for judging the independence of outside
directors,” set forth by the Company, and the Company has notified the Tokyo Stock Exchange
and Sapporo Securities Exchange, the exchanges on which Kanamoto’s shares are listed, of theposition of Ayako Tabata as an “independent officer” as provided by the rules etc. of bothexchanges
She currently serves as Director of Lavender Law Office, but there are no consultancy
agreements or transactions between said firm and the Company. Therefore, this has no impact
on her independence.
Number of shares of Kanamotostock owned

Number of years in office–

3years－13－

Attendance at Board of
Directors meetings
5/5Nominee
numberName(Date of birth)

Employment history and position and duties at Kanamoto
April 1992
April 1998
April 2008
October 2012
April 2013

Tetsuya Okawa(January 12, 1966)[Reappointment][Candidate for Outside
Director][Independent Officer]

October 2013
April 2015
April 2017
April 2018
April 2020
January 2021
December 2021

13

Registered with the Sapporo Bar Association
Joined AKIO HASHIMOTO LAW OFFICE
Partner, HASHIMOTO OKAWA LAW OFFICE
Vice President, Sapporo Bar Association
Vice President, Children’s Shelter Rera Pirka(Non-Profit Organization) (Present position)
Specially Appointed Professor, Graduate
School of Law, Hokkaido University
Member, HOKKAIDO PERSONNEL
COMMISSION
Executive Governor, Hokkaido Federation of
Bar Associations
President, Sapporo Bar Association
President, Hokkaido Federation of Bar
Associations
Vice President, Japan Federation of Bar
Associations
Outside Director, Kanamoto Co., Ltd.
(Present position)
Senior Partner, HASHIMOTO OKAWA LAWOFFICE (Present position)[The reason that the Company has proposed Tetsuya Okawa as a candidate for Outside Director
and overview of expected roles]
Although he has not participated in corporate management, he can use his extensive experienceand knowledge developed as an attorney-at-law to contribute to the management of theCompany. The Company also expects him to provide appropriate advice from a broad viewpoint
concerning the Company’s business activities.
[Matters concerning independency]
He has fulfilled the requirements of the “criteria for judging the independence of outside
directors,” set forth by the Company, and the Company intends to notify the Tokyo Stock
Exchange and Sapporo Securities Exchange, the exchanges on which Kanamoto’s shares arelisted, of the position of Tetsuya Okawa as an “independent officer” as provided by the rules
etc. of both exchanges.
The Company has entered into a client contract with the law office which he is the Director of.
However, the remuneration fee under that contract is of a small amount and therefore, has no
impact on his independence.
Number of shares of Kanamotostock owned

Number of years in office–

2yearsAttendance at Board of
Directors meetings
5/5(Notes) 1. There are no special interests between the candidates for Director and the Company.
2. Susumu Naito, Eiji Arita, Motoki Yonekawa, Ayako Tabata and Tetsuya Okawa are candidates for Outside Director.
3. To enable its outside director to sufficiently demonstrate the role expected of them, the Company has set forth aprovision in its Articles of Incorporation that enables the Company to enter into a contract (Contract of Limitation of
Liability) with each Outside Director to the effect that, when circumstances correspond to the requirements provided
in laws and regulations concerning liability for damages under Article 423 paragraph (1) of the Companies Act, said
liability for damages shall be limited to the total maximum liability for damages provided in laws and regulations, andat the present time the Company has entered into a Contract for Limitation of Liability with each Outside Director. The
Company plans to continue these contracts if the reappointment of Susumu Naito, Eiji Arita, Motoki Yonekawa Ayako
Tabata and Tetsuya Okawa is approved.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company asprovided for in Article 430-3 paragraph (1) of the Companies Act. The policy will cover losses that may arise from theassumption of liability by any of the insureds incurred in the course of the performance of duties or receipt of claims
pertaining to the pursuit of such liability. If the appointment of each candidate is approved, they will be included as
the insured in the policy. The term of the insurance policy is one year, and the Company plans to renew the policy
before the expiration of that term by resolution of the Board of Directors.
5. Ayako Tabata’s name on the family registry is Ayako Kanno.
6. The details of “criteria for judging the independence of outside directors” set forth by the Company are stated on Page

－14－

[Criteria for Judging the Independence of Outside Directors]
The Company has established the following Criteria for Judging the Independence of Outside Directors:(1)

A person who is not a director involved in executing business operations, an executive officer, corporate
officer, manager, auditor, or other employee of the Company or a consolidated subsidiary, or has not been
executing business at the Company or a consolidated subsidiary within the previous ten years;(2)

A person who is not a business partner who has received payments from the Company or a consolidated
subsidiary or made payments to the Company or a consolidated subsidiary within the most recent threefiscal years equivalent to more than 2% of either of the party’s consolidated sales, or a person who is not
currently executing business at that company or has done so within the past three years;(3)

A person who is not a specialist, such as a consultant, accounting professional or legal professional who
received monetary or other compensation, other than director compensation, equivalent to 10 million yen or
more per year on average from the Company or any of its consolidated subsidiaries within the last threefiscal years;(4)

A person who is not a spouse or relative within the second degree of kinship of, a director, an executive
officer or corporate officer of the Company, or a consolidated subsidiary, or a person deemed to be
insufficiently independent based on the conditions stipulated in (2) or (3) above;(5)

A person who is not a major shareholder of the Company holding 10% or more of the current total voting
rights or a person executing the business of a major shareholder;(6)

A person who is not a director, corporate auditor, accounting advisor, executive officer, or corporate officer of
a company that accepts directors or auditors from the Company or a consolidated subsidiary, its parent
company, or subsidiary; or(7)

A certified public accountant (or certified tax accountant) or staff, partner, or employee of the auditing
corporation (or certified tax accounting firm) serving as the Company’s or a consolidated subsidiary’s
accounting auditor or accounting advisor, or a person who has been in charge of auditing operations for theCompany or a consolidated subsidiary within the past three years.

－15－

Resolution #3 Appointment of four (4) individuals to position of Corporate Auditor
Among the five (5) currently serving Corporate Auditors, the term of office for Eichu Kanamoto,
Naoyuki Yokota, Noriaki Ikushima and Katsunori Matsushita, will terminate at the conclusion of theRegular General Meeting of the Shareholders. The Company is requesting approval to appoint four(4) individuals to the position of Corporate Auditor.
The Company has obtained the consent of the Board of Corporate Auditors for this proposal.
Information on the candidate for Corporate Auditor is provided below.
NomineenumberName

Position at Kanamoto

Attribute of candidate

1

Eichu Kanamoto

Standing Corporate Auditor

Reappointment

2

Naoyuki Yokota

Standing Corporate Auditor

Reappointment

3

Noriaki Ikushima

Outside Corporate Auditor

Reappointment

Independent

4

Iwao Takeuchi–Newappointment

Independent－16－

Nominee
numberName(Date of birth)

Employment history and position at Kanamoto
June 1975
January 1990

Joined Kanamoto Co., Ltd.
Promoted to Director, Regional Manager,
Construction Equipment Rental Division
Tohoku Region
Division Manager, Credit Management
Division serving concurrently as General
Manager, Auditing Office
Promoted to Corporate Officer
Promoted to Director
Division Manager, Administration Division
serving concurrently as Manager in charge of
Credit Management Division and Manager incharge of Auditing Office
Manager in charge of Administration Division
and Credit Analysis Section, Credit
Management Division serving concurrently
as Chair, Internal Control Project teamStanding Corporate Auditor (Present
position)

May 1996
January 2001
January 2003
April 2003

Eichu Kanamoto(July 26, 1949)[Reappointment]

December 2005

1

January 2007

[The reason that the Company has proposed Eichu Kanamoto as candidate for Corporate
Auditor]He has fulfilled his duties appropriately by auditing the management status based on his
extensive experience and knowledge cultivated since his appointment as director. Based on
the above facts, the Company has judged him to be suitable as a corporate auditor of theCompany and has continued to appoint him as a candidate for corporate auditor.
Number of shares of Kanamoto stock owned

Number of years in office308,800 shares

16years

April 1979

Joined Hokuyo Sogo Bank, Ltd. (currently
North Pacific Bank, Ltd.)
Branch Manager, Docho Branch serving
concurrently as Manager, Docho Annex Sub
Branch, North Pacific Bank, Ltd.
Branch Manager, Fukagawa Branch, North
Pacific Bank, Ltd.
Branch Manager, Shiroishi-chuo Branch,
North Pacific Bank, Ltd.
Standing Corporate Auditor (Present
position)January 2004
Naoyuki Yokota(July 20, 1954)[Reappointment]

April 2006
April 2009
January 2011

2

[The reason that the Company has proposed Naoyuki Yokota as candidate for Corporate
Auditor]
Although he has not participated in corporate management, he has fulfilled his duties
appropriately by auditing the financial status based on his extensive experience andknowledge cultivated in the financial field. Based on the above facts, the Company has judged
him to be suitable as a corporate auditor of the Company and has continued to appoint him asa candidate for corporate auditor.
Number of shares of Kanamoto stock owned

Number of years in office–

12years－17－

Nominee
numberName(Date of birth)

Employment history and position at Kanamoto
July 1977
April 2001

Entered the service of Sapporo City Hall
Director, Citizen Affairs Department, Chuo
Ward Office, City of Sapporo
Director, Finance Department, Finance
Bureau, City of Sapporo
Director General, City Administration
Promotion Office, General Affairs Bureau,
City of Sapporo
Director General, General Affairs Bureau,
City of Sapporo
Vice Mayor, City of Sapporo
Resigned as Vice Mayor, City of Sapporo
Secretary General, the Eighth Asian WinterGames Committee
Resigned as Secretary General, the Eighth
Asian Winter Games Committee
Corporate Auditor (Present position)

April 2003
April 2005

Noriaki Ikushima(June 7, 1952)[Reappointment][Independent
Officer]

April 2007
April 2009
May 2015
May 2015
March 2018

3

January 2019

[The reason that the Company has proposed Noriaki Ikushima as candidate for Outside
Corporate Auditor]
Although he has not participated in corporate management, he can use his extensive
experience and knowledge from his involvement in administration and management throughhis participation in municipal government to contribute to the auditing system of theCompany and provide appropriate advice from a broad viewpoint concerning the Company’sbusiness activities.
[Matters concerning independency]
He has fulfilled the requirements of an “independent officer,” as provided by the rules etc. of theTokyo Stock Exchange and Sapporo Securities Exchange, the exchanges on which the Company’s
shares are listed, and he has been reported as an “independent officer” to both exchanges.
Number of shares of Kanamoto stock owned

Number of years in office–

4years－18－

Nominee
numberName(Date of birth)

Employment history and position at Kanamoto
April 1981

Joined Hokuyo Sogo Bank, Ltd. (currently
North Pacific Bank, Ltd.)
Executive Officer and Branch Manager,
Kushiro-Chuo Branch, North Pacific Bank,
Ltd.
Executive Officer and Senior Deputy General
Manager, Loan Administration Department I,
North Pacific Bank, Ltd.
Managing Executive Officer, North PacificBank, Ltd.
Senior Managing Director, North PacificBank, Ltd.
Deputy President, North Pacific Bank, Ltd.
Outside Audit & Supervisory Board Member,
Hokkaido Electric Power Co., Inc.
Outside Director, Audit & Supervisory
Committee, Hokkaido Electric Power Co.,
Inc. (Present position)
Audit & Supervisory Board Member, North
Pacific Bank, Ltd. (Present position)

June 2012
November 2013
Iwao Takeuchi(April 5, 1958)[New
appointment][Independent
Officer]June 2014
April 2016
June 2019
June 2021
June 2022

4[The reason that the Company has proposed Iwao Takeuchi as candidate for Outside Corporate
Auditor]He has successively held responsible positions in North Pacific Bank, Ltd., can use his
extensive experience and knowledge cultivated in the corporate management and financial
field to contribute to the auditing system of the Company and provide appropriate advice
from a broad viewpoint concerning the Company’s business activities.
[Matters concerning independency]
He has fulfilled the requirements of “independent officer” provided by the rules etc. of theTokyo Stock Exchange and Sapporo Securities Exchange, the exchanges on which Kanamoto’s
shares are listed. If his appointment is approved, the Company plans to notify him as an“independent officer.”
Number of shares of Kanamoto stock owned

Number of years in office––(Notes) 1. There is no special interest between any of the candidates for Corporate Auditor and the Company.
2. Noriaki Ikushima and Iwao Takeuchi are candidates for Outside Corporate Auditor.
3. To enable its Outside Corporate Auditors to sufficiently demonstrate the role expected of them, the Company has set
forth a provision in its Articles of Incorporation that enables the Company to enter into a contract (Contract ofLimitation of Liability) with each Outside Corporate Auditor to the effect that, when circumstances correspond to therequirements provided in laws and regulations concerning liability for damages under Article 423 paragraph (1) of theCompanies Act, said liability for damages shall be limited to the total maximum liability for damages provided in laws
and regulations, and at the present time the Company has entered into a Contract for Limitation of Liability with each
Outside Corporate Auditor. The Company plans to continue these agreements if the reappointment of Noriaki Ikushima
is approved and plans to enter into identical contracts for limitation of liability if the appointment of Iwao Takeuchi isapproved. In addition, if the appointment of Eichu Kanamoto and Naoyuki Yokota is approved, subject to the approvalof Resolution #1 “Amendment to the Articles of Incorporation” as originally proposed, the Company plans to enter into
the same Contract for Limitation of Liability with both of them.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company asprovided for in Article 430-3 paragraph (1) of the Companies Act. The policy will cover losses that may arise from theassumption of liability by any of the insureds incurred in the course of the performance of duties or receipt of claims
pertaining to the pursuit of such liability. If the appointment of each candidate is approved, they will be included as
the insured in the policy. The term of the insurance policy is one year, and the Company plans to renew the policy
before the expiration of that term by resolution of the Board of Directors.

－19－

Guidance on Methods for Exercise of Voting Rights
The right to vote at the general meeting of shareholders is an important right enabling all shareholders toparticipate in the Company’s management. Please refer to the information below and exercise your voting rightusing one of the three methods below.
Attending the General Meeting of the Shareholders
Please submit the Form for Exercising Voting Rights at the reception desk (it does not need to besealed).
Date and time of the Meeting: Thursday, January 26, 2023, 10:00 a.m.
Mailing the Form for Exercising Voting Rights
Please mail the Form for Exercising Voting Rights after indicating your approval or disapproval ofeach resolution on the form.
Deadline: To be returned by Wednesday, January 25, 2023, 5:00 p.m.
Guidance on filling in the Form for Exercising Voting Rights
Please indicate your approval ordisapproval of each resolution here.

The login ID and temporary password
needed to exercise voting rights via theInternet are noted here.

[Resolution]
If you approve all candidates, put a circle in“approval” box.
If you disapprove all candidates, put a circle in“disapproval” box.
If you disapprove of some candidates, put a circle in“approval” box, and write the candidates’ number ofwhom you disapprove in the parenthesis.

* If attending the meeting on the scheduled date, exercising the voting right via mail or theInternet, etc. is unnecessary.
Exercise of voting rights using the Internet, etc.
Please access the voting rights exercise site (https://evote.tr.mufg.jp/), and input your votes
separately to approve or reject each proposal.
Deadline: Wednesday, January 25, 2023, 5:00 p.m.
Please refer to the following pages for details.

－20－

Scanning the QR CodeYou can log in the voting rights exercise site by scanning the QR Code without entering the login ID
and temporary password recorded on the Form for Exercising Voting Rights.
1. Scan the QR Code provided on the Form for Exercising Voting Rights.
Note: “QR Code” is a registered trademark of DENSO WAVE
INCORPORATED.

2. Follow the instructions on the screen to input your approval ordisapproval to each proposal.

You can use the QR Code only one time to log in.
To change your votes or exercise your voting rights without using the QR Code, refer to “Entering alogin ID and temporary password.”
Entering a login ID and temporary password
Voting rights exercise site: https://evote.tr.mufg.jp/ (Japanese only)
1. Access the voting rights exercise site.
2. Enter your login ID and temporary password recorded on the Form for
Exercising Voting Rights and click the login button.
Enter your login ID and temporary password.
Click the login button.

3. Register your new password.
Enter your new password.
Click the send button.

4. Follow the instructions on the screen to input your approval ordisapproval to each proposal.
Note: The operation screens shown are examples.
Please make inquiries to the help desk below with any questions.
< Inquiries concerning system environment, etc. >Mitsubishi UFJ Trust and Banking Corporation Transfer Agent Div. (Help Desk)
Telephone 0120-173-027 (Hours: 9:00-21:00, toll-free service in Japan only)
To institutional investors
The Company participates in electronic proxy voting platform for institutional investors operated by ICJ Inc.

－21－

Guide Map to the Venue for the 58th Regular General Meeting of the Shareholders

JR Hakodate
Main Line

SapporoExit 1

Royton Sapporo

Nishi 11 Chome

Odori Park
Subway Tozai Line

The ClockTower

Subway Toho Line

Hokkaido
Prefectural
OfficeSapporo

The TV
Tower

Hokkaido
University
Botanic Gardens

Subway Nanboku Line

Ishiyama Street

SapporoMain Street Main Street(Odori(Odori)

Location:

11-1 Nishi, Kita 1-jo, Chuo-ku, Sapporo, Hokkaido, Japan
Royton Sapporo, 3rd Floor “Royton Hall”
Telephone (011) 271-2711 (Front Desk)<Nearest stations>
Subway Tozai Line West 11-chome Station Turn left after emerging from
Exit 1 at street level; the hotel is about 3 minutes on footJR Hokkaido Sapporo Station about 6 minutes by taxi<Your cooperation is requested>
We ask that attendees please use public transportation facilities
because parking will not be provided at the hotel. Your cooperation isappreciated.

1-19, Odori Higashi 3-chome, Chuo-ku, Sapporo, Hokkaido 060-0041, Japan－22－