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

Securities Code: 4318
June 5, 2023
To Our Shareholders:
Ichiro Kawaguchi, President and Representative Director
QUICK CO., LTD.
2-4, Komatsubaracho, Kita-ku, Osaka, Japan

Notice of the 43rd Annual General Meeting of Shareholders
It is a pleasure to inform you that the 43rd Annual General Meeting of Shareholders of QUICK CO., LTD. (the“Company”) will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://919.jp/ir/agm.php (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/4318/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “QUICK” in “Issue name (company name)”or the Company’s securities code “4318” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”)
If attending the meeting in person, please present the enclosed voting form at the reception desk.
If you are not attending the meeting in person, you may exercise your voting rights in writing (by mail) or via theInternet, etc. After considering the attached Reference Documents for the General Meeting of Shareholders andreferring to the “Guidance on Exercising Voting Rights” (in Japanese only), please exercise your voting rights by
6:00 p.m. on Thursday, June 22, 2023 (Japan Time).
1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:
Zuicho, 6th floor, Hotel Hankyu International
19-19 Chayamachi, Kita-ku, Osaka, Japan
3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 43rd Term (from April 1, 2022 to March 31,2023), as well as the results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 43rd Term (from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1
Appropriation of Surplus-1-Proposal No. 2

Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Revision of Amount of Remuneration in Relation to Monetary Remuneration for
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal No. 5
Revision of Remuneration to Grant Shares With Transfer Restrictions to Directors(Excluding Outside Directors and Directors Who Are Audit and Supervisory Committee
Members)
4. Matters related to notice of convocation (guidance on exercising voting rights)(1) In cases where you have exercised your voting rights in writing (by mail) and have not indicated approvalor disapproval of a proposal on the voting form, this shall be assumed to be an indication of approval for the
proposal in question.
(2) In cases where you have exercised your voting rights both via the Internet, etc. and in writing (by mail), theexercise of voting rights made via the Internet, etc. shall be assumed to be the valid response.
(3) In cases where you have exercised your voting rights multiple times via the Internet, etc., the last exercise
of voting rights shall be assumed to be the valid response.
-

If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the websites on the previous page.
For this general meeting of shareholders, paper-based documents stating items for which measures for providing information inelectronic format are to be taken will be delivered regardless of whether they have made a request for delivery of such documents.
Furthermore, in accordance with laws and regulations and Article 16, paragraph (2) of the Articles of Incorporation, the following
items provided in electronic format will not be among the items included in paper-based documents delivered to shareholders.
(1) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements of Consolidated Financial
Statements”(2) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements of Nonconsolidated Financial Statements”
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements that are included in these paperbased documents are part of the documents included in the scope of audits by the Audit and Supervisory Committee and the
Accounting Auditor when they prepare their respective audit reports.

-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
1. Year-end dividend
The Company would like to carry out the payment of ¥44 per share as year-end dividend for this fiscal year,
based on our dividend policy, which is using 40% of profit attributable to owners of parent as a guideline.
As a payment of ¥26 per share was carried out as an interim dividend, total dividends per share for this fiscal
year will be ¥70.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥44 per common share of the Company.
In this event, the total dividends will be ¥823,117,724.
(3) Effective date of dividends of surplus
The effective date of the dividends will be June 26, 2023.
2. Other appropriation of surplus
Internal reserves are set as follows to reinforce our management base preparing for aggressive businessdevelopment in the future:(1) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥800,000,000(2) Item of surplus to be increased and amount of increase
General reserve: ¥800,000,000-3-Proposal No. 2

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

The term of office of all eight Directors (excluding Directors who are Audit and Supervisory Committee members;hereinafter, the same in this proposal) will expire when this General Meeting of Shareholders concludes. Therefore,
the Company proposes the election of ten Directors including two Outside Directors, increasing the number of
Directors by two for strengthening its management structure.
Regarding this proposal, the Audit and Supervisory Committee of the Company has judged that all candidates for
Directors are qualified for their positions.
The candidates for Director are as follows:
Candidate
No.

Name

GenderPosition and responsibility in the
Company

Attendance atBoard of Directors
meetings(Attendance rate)
18/18 times(100%)
18/18 times(100%)
18/18 times(100%)

1

Tsutomu Wano

Male

Chairman and Representative Director
Group CEO

Reelection

2

Ichiro Kawaguchi

Male

President and Representative Director

Reelection

3

Yoshiki Nakai

MaleManaging Director and Executive Officer

Reelection

4

Isao Yokota

Male

Director and Executive Officer
Manager of Overseas & Future Business
Strategy Division

Reelection

18/18 times(100%)

5

Kizuki Hayashi

Male

Director and Executive Officer

Reelection

18/18 times(100%)

6

Kenta Kijima

Male

Reelection

14/14 times(100%)

7

Yuki Shibazaki

Male

New
election–

8

Naotaka Okada

Male

New
election–

9

Seiko Nakai

FemaleDirector (Outside)

10

Miho Sakai

Female–Director and Executive Officer
General Manager of Administration andAccounting Division
Executive Officer
General Manager of Personnel Placement
Business Division and Manager of Sales
Department First Division
Executive Officer
General Manager of Recruiting Business
Division

Reelection
OutsideIndependentNewelection
OutsideIndependent

18/18 times(100%)–

Reelection: Candidate for reelection
New election: New candidate
Outside: Candidate for Outside Director
Independent: Independent officer as defined by Tokyo Stock Exchange, Inc.
Note:

Because Kenta Kijima was elected and assumed the office as Director at the 42nd Annual General Meeting of Shareholders heldon June 22, 2022, his record of attendance at meetings of the Board of Directors is provided from that day onward.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Sept. 1980

Tsutomu Wano
(May 7, 1949)
Reelection

12Founded the Company
President and Representative Director
Apr. 2005
Group CEO (current position)
June 2019
Chairman and Representative Director (current
position)
Significant concurrent positions outside the Company
President of Shanghai Quick CO., LTD.
President of Shanghai Quick Human Resources CO., LTD.

Number of theCompany’s shares
owned

462,852 shares

Attendance at Board of
Directors meetings
18/18 times
Reasons for nomination as candidate for Director
Tsutomu Wano is the founder of the Company. When he established the Company in 1980, he became President andRepresentative Director. (He assumed the office of Chairman and Representative Director in June 2019.) Based on his
extensive experience and deep knowledge related to corporate management, Mr. Wano has been taking control of ourbusiness and developing the Company with his strong leadership and decision-making up to the present time. We
continue to believe that he is an appropriate and talented person to realize sustainable growth and a higher corporate
value for the Company.
Sept. 2005
Joined the Company as General Manager of
Personnel Placement Sales Division
Apr. 2006
General Manager of Personnel Placement
Business Division
Ichiro Kawaguchi
June
2016
Director and Executive Officer(October 13, 1956)
June 2017Managing Director and Executive Officer
Reelection
June 2019
President and Representative Director (current
61,700 shares
position)
Attendance at Board ofApr. 2020
President of Career System CO., LTD.
Directors meetings
Dec. 2021
Chairman and Representative Director of Quick
18/18 times
Care Jobs Co., Ltd. (current position)
Significant concurrent positions outside the Company
Chairman and Representative Director of Quick Care Jobs Co.,Ltd.
Reasons for nomination as candidate for Director
Ichiro Kawaguchi has been engaged in operating the human resources business over many years, and has extensive
experience and knowledge in the area. Since joining the Company, he has been focusing on expanding the businessperformance of the personnel placement business, and established it as the pillar of our business. In addition, he wasappointed as President and Representative Director of the Company in June 2019. Based on his abundant experience inand knowledge of the human resources business, Mr. Kawaguchi has been playing an adequate role to enhance the totalbusiness performance of the Company. Therefore, we continue to believe that he is an appropriate and talented person
for improving the corporate value.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Mar. 1989
Apr. 1998

3

Number of theCompany’s shares
ownedJoined the Company
Manager of Nagoya Recruiting Sales
Department
Apr. 2002
Executive Officer and Manager of Tokyo
Recruiting Sales Department
June 2005
Director
Oct. 2006
General Manager of East Japan Recruiting
Business Division
Yoshiki Nakai
Apr. 2011
Executive Officer (current position)(October 14, 1962)
President of KCC CO., LTD. (current ColorfulCompany, Inc.) (current position)
Reelection
148,400 shares
Apr. 2019
General Manager of Recruiting Business
Division and Manager of Tokyo Sales
Attendance at Board of
Department of the Company
Directors meetings
Apr. 2021
General Manager of Recruiting Business
18/18 times
Division
Apr. 2022
Chairman and Representative Director ofCareer System CO. LTD. (current position)
June 2022
Managing Director (current position)
Significant concurrent positions outside the Company
President of Colorful Company, Inc.
Chairman and Representative Director of Career System CO.
LTD.
Reasons for nomination as candidate for Director
Yoshiki Nakai has extensive experience and knowledge mainly in the areas of the recruiting and information publishingbusinesses. He was appointed as President of KCC CO., LTD. (current Colorful Company, Inc.), which is one of our
subsidiaries, in 2011 and has been focusing on improving the performance of the information publishing business. In
April 2019, he was appointed as General Manager of Recruiting Business Division of the Company, and is also devoted
to enhancing the performance of the recruiting business. In June 2022, he was appointed Managing Director of theCompany, and we believe that he will continue playing an adequate role in improving the performance of bothbusinesses.

-6-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
July 2003
Oct. 2003
Apr. 2004

4

5

Number of theCompany’s shares
ownedJoined the Company
Manager of Osaka Recruiting Sales Department
Executive Officer and Manager of Osaka
Recruiting Sales Department
June 2006
Director (current position)
Oct. 2006
General Manager of West Japan Recruiting
Business Division
Jan. 2008
General Manager of West Japan Recruiting
Business Division and Responsible for theOverseas Business
Apr. 2011
Executive Officer (current position)
General Manager of Recruiting Business
Isao Yokota
Division and Responsible for the Overseas(January 3, 1962)
Business
Apr. 2016
General Manager of Recruiting Business
Reelection
66,300 shares
Division, Manager of Tokyo Sales Department
and Responsible for the Overseas Business
Attendance at Board ofApr. 2017
General Manager of Recruiting BusinessDirectors meetings
Division, and Manager of Tokyo Sales
18/18 times
Department
President of QUICK GLOBAL CO., LTD.
Apr. 2019
President of QUICK USA, Inc.
Apr. 2020
General Manager of Global Business Divisionof the Company
Jan. 2021
President of QUICK GLOBAL MEXICO, S.A.
DE C.V. (current position)
Oct. 2022
Manager of Overseas & Future Business
Strategy Division of the Company (current
position)
Significant concurrent positions outside the Company
President of QUICK GLOBAL MEXICO, S.A. DE C.V.
Reasons for nomination as candidate for Director
Isao Yokota has extensive experience and knowledge mainly in the areas of the recruiting and overseas businesses. As
Director and Executive Officer of the Company, he has been expanding the performance of the recruiting businesswhile being responsible for the overseas business. Since April 2019, he has been concentrating mainly on the overseas
business and continuing to focus on enhancing the global business. Therefore, we believe that he will play an adequaterole in improving the performance of the business.
Apr. 1985
Joined the Company
Kizuki Hayashi
Oct. 1994
Manager of Tokyo Recruiting Sales Department(July 5, 1962)
Apr. 2000
President of iQ CO., LTD. (current HR Vision
Co., Ltd.) (current position)
Reelection
Apr. 2005
Executive Officer of the Company
281,000 shares
June 2006
Director (current position)
Attendance at Board ofApr. 2011
Executive Officer (current position)
Directors meetings
Significant
concurrent
positions outside the Company
18/18 times
President of HR Vision Co., Ltd.
Reasons for nomination as candidate for Director
Kizuki Hayashi has extensive experience and knowledge mainly in the areas of the recruiting, IT and Internet-related
businesses. As Director and Executive Officer of the Company, he is concurrently serving as President of HR Vision
Co., Ltd., which is one of our subsidiaries. Since its establishment in 2000 until today, he has been delivering sufficientresults in expanding the performance of the IT and Internet-related businesses of the company. Therefore, we believethat he will continue playing an adequate role in improving the performance of the business.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
May 2001
Apr. 2010

Kenta Kijima(March 16, 1974)
Reelection

6

Attendance at Board of
Directors meetings
14/14 times

Apr. 2011
Apr. 2018
July 2018
Apr. 2020
Apr. 2021
June 2022

7

Joined the Company
Manager of Tokyo Metropolitan Area Sales
Department Second Division under Personnel
Placement Business Division
Manager of Sales Department Second Division
under Personnel Placement Business Division
Executive Officer of the Company
Manager of Sales Department First Division
under Personnel Placement Business Division
Senior Executive Officer
General Manager of Administration andAccounting Division (current position)
Director (current position)
Executive Officer (current position)

Number of theCompany’s shares
owned

9,000 shares

Reasons for nomination as candidate for Director
Kenta Kijima has extensive experience and knowledge mainly in the personnel placement business. Since joining theCompany, he has contributed to the improvement of personnel placement business performance and the launch of new
businesses. In April 2021, since being appointed General Manager of Administration and Accounting Division, he has
worked to enhance corporate compliance and to reform of the personnel system. Therefore, we believe he will continue
playing an adequate role in improving corporate value.
Apr. 2008
Joined the Company
Apr. 2018
Assistant to the Manager of Sales Department
Yuki Shibazaki
First Division under Personnel Placement(February 18, 1986)
Business Division
New election
Apr. 2020
Executive Officer (current position)
1,700 shares
Apr. 2021
Manager of Sales Department First Division
Attendance at Board ofunder Personnel Placement Business Division
Directors meetings
Apr. 2023
General Manager of Personnel Placement–
Business Division and Manager of Sales
Department First Division (current position)
Reasons for nomination as candidate for Director
Yuki Shibazaki has extensive experience and knowledge mainly in the personnel placement business. Since joining theCompany, he has focused on and contributed to improvements in personnel placement business performance. We
propose his election as a new Director, taking the view based on these achievements and other factors that he is atalented person suited for our efforts to realize corporate value enhancement.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1998
Apr. 2011

Naotaka Okada(November 2, 1975)

Apr. 2017

New election

8

Attendance at Board of
Directors meetings–

Apr. 2019

Apr. 2021

Apr. 2023

9

Joined Recruit Ablic Co., Ltd. (current Recruit
Co., Ltd.)
General manager, Professional Services
Business Department No.3,
RECRUIT AGENT CO., LTD. (current Recruit
Co., Ltd.)
Corporate Executive Officer of Recruit CareerCo., Ltd. (current Recruit Co., Ltd.)Supervisory General Manager, Market Sales
Department, Media & Solutions Business
Headquarters
Seconded to Recruit Career Consulting Co.,
Ltd., Corporate Executive Officer
Supervisory General Manager
Joined the Company
Executive Officer (current position)
Deputy General Manager of Recruiting
Business Division
General Manager of Recruiting Business
Division (current position)

Number of theCompany’s shares
owned

2,600 shares

Reasons for nomination as candidate for Director
Naotaka Okada has extensive experience and knowledge, mainly in the recruiting business. Since joining the Company,
he has focused on and contributed to improvements in recruiting business performance. We propose his election as a
new Director, taking the view based on these achievements and other factors that he is a talented person suited for ourefforts to realize corporate value enhancement.
Apr. 1986
Joined the Company
Seiko Nakai(June 26, 1962)
May 1987
Joined Osaka College of Foreign Languages
Feb. 1996
Established Heart and Career Co., Ltd.,
Reelection
President
OutsideMay 2011
Established Shell mail CO., LTD., President– shares
Independent(current position)
June 2016
Director of the Company (current position)
Attendance at Board of
Significant concurrent positions outside the Company
Directors meetings
President of Shell mail Co., Ltd.
18/18 times
Reasons for nomination as candidate for Outside Director and expected role
As an owner of another human resources company, Seiko Nakai has extensive business experience and wide knowledge
mainly in the areas of human resources and career development as well as corporate training, etc. We propose herelection expecting that she will continue playing an adequate role in making important managerial decisions,supervising business execution, etc.

-9-Candidate
No.

Name
(Date of birth)

Notes:

1.
2.
3.
4.
5.

6.
7.

8.

9.

Apr. 1989

Number of theCompany’s shares
ownedJoined Recruit Co., Ltd. (current Recruit
Holdings Co., Ltd.)
Apr. 2009
President of FromA Career Co., LTD.
Apr. 2015
Executive Officer of Recruit Jobs Co., Ltd.
New election(current Recruit Co., Ltd.)
OutsideDec. 2019
Retired from Recruit Jobs Co., Ltd.
– shares
Independent
June 2022
Director of Optional Co., Ltd. (current position)
Nov. 2022
Outside Director of Festaria Holdings Co., Ltd.
Attendance at Board of(current position)
Directors meetings
Significant
concurrent
positions outside the Company–
Outside Director of Festaria Holdings Co., Ltd.
Reasons for nomination as candidate for Outside Director and expected role
Miho Sakai has extensive business experience and wide knowledge of the human resources industry. We propose herelection as a new Outside Director in the expectation that she will play an adequate role in making importantmanagerial decisions, supervising business execution, etc.
There is no special interest between any of the candidates and the Company.
Yuki Shibazaki, Naotaka Okada and Miho Sakai are candidates for new Director.
Seiko Nakai and Miho Sakai are candidates for Outside Director.
Seiko Nakai had been an employee of the Company from April 1986 until April 1987. It has been 36 years since she
resigned as an employee of the Company.
Miho Sakai had been an Executive Officer of Recruit Co., Ltd. (the company name at the time she was in office was
Recruit Jobs Co., Ltd.), which is a specified affiliated business operator (major business partner) for the Company, within
the past 10 years.
Seiko Nakai is currently an Outside Director of the Company. At the conclusion of this meeting, her tenure will have been
seven years.
The Company has entered into a limited liability agreement with Seiko Nakai. If her reelection is approved, the Company
plans to renew the agreement with her. If the election of Miho Sakai is approved, the Company plans to enter into a limited
liability agreement with her. A summary of the agreement is as follows:- When the non-executive Director becomes liable to the Company for damages due to a failure to perform her duties, shewill be responsible up to the minimum liability amount provided for by Article 425, paragraph (1) of the Companies
Act.
- The limitation of liability above is applicable only if the Director has acted in good faith and without gross negligencein performing her duties which caused her liability.
As provided for by Article 430-3, Paragraph (1) of the Companies Act, the Company has entered into a directors andofficers liability insurance contract with an insurance company. Under this insurance contract, the Company willcompensate damages and litigation expenses, etc. arising from claims for damages lodged against insured persons,
including Directors of the Company, due to acts (including shareholder derivative actions) performed during the executionof their duties (excluding breaches of trust, criminal acts and the willful violations of laws and ordinances by insured
persons, etc.), and the Company will also pay the insurance premiums of the insured persons. If each of the candidates iselected and takes office as Director, all candidates will become insured persons under this insurance contract. Furthermore,when this insurance contract next comes up for renewal, the Company intends to renew it with the same content.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Seiko Nakai has been designated as anindependent officer as provided for by the aforementioned exchange. If her reelection is approved, the Company plans forher designation as an independent officer to continue. If the election of Miho Sakai is approved, the Company plans forher designation as an independent officer.
Miho Sakai(May 31, 1966)

10

Career summary, position and responsibility- 10 -

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The term of office of all three Directors who are Audit and Supervisory Committee members will expire when this
General Meeting of Shareholders concludes. Therefore, the Company proposes the election of three Directors who
are Audit and Supervisory Committee members.
The Company has obtained the approval of the Audit and Supervisory Committee in relation to this proposal.
The candidates for Director who is an Audit and Supervisory Committee member are as follows:

Candidate
No.

Name

Gender1

Toshihiro Kono

Male

2

Takahide Murao

Male

3

Makoto Saito

Male

Position and responsibility in the
Company

Director
Full-time Audit and Supervisory
Committee Member (Outside)
Director
Audit and Supervisory
Committee Member (Outside)
Director
Audit and Supervisory
Committee Member (Outside)

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Attendance atBoard ofDirectors
meetings(Attendance rate)

Attendance at
Audit andSupervisory
Committee
meetings(Attendance rate)

18/18 times(100%)

13/13 times(100%)

18/18 times(100%)

13/13 times(100%)

18/18 times(100%)

13/13 times(100%)

Reelection: Candidate for reelection
Outside: Candidate for Outside Director
Independent: Independent officer as defined by Tokyo Stock Exchange, Inc.
Candidate
No.

Name(Date of birth)
Toshihiro Kono
(May 3, 1949)

Career summary, position and responsibility
Apr. 1972
Oct. 1980

Reelection
OutsideIndependent
Attendance at Board of
Directors meetings
18/18 times
1

Oct. 1993

Oct. 2007
June 2012
June 2021

Joined Fujimoto Sangyo Co., Ltd. (current
Sumitomo Shoji Chemicals Co., Ltd.)
Joined Danko Co., Ltd. (current RichemontJapan Limited)
General Manager of Organization & Human
Resource Department of Dunhill Group Japan,
Ltd. (current Richemont Japan Limited)
Resigned from Richemont F&A Japan Limited(current Richemont Japan Limited)
Full-time Corporate Auditor of the Company
Director (Full-time Audit and Supervisory
Committee Member) (current position)

Number of theCompany’s shares
owned– shares

Attendance at Audit andSupervisory Committee
meetings
13/13 times
Reasons for nomination as candidate for Outside Director and expected role
Toshihiro Kono has extensive experience and wide-ranging insights derived from many years serving in a global
company in areas related to general administration and personnel. We propose his election in the expectation that hewill continue playing an adequate role as an Outside Director who is an Audit and Supervisory Committee member by
providing appropriate advice and supervision of management in general. He has no experience of direct involvement incompany management other than as an Outside Director, but for the reasons given above the Company judges that hewill be able to perform his duties appropriately as Outside Director who is an Audit and Supervisory Committee
member.

- 11 -

CandidateNo.

2Career summary, position and responsibility

Takahide Murao(February 17, 1955)

Nov. 1977
Jan. 1981

Reelection
OutsideIndependent

July 1996

Attendance at Board of
Directors meetings
18/18 times

Sept. 2002

June 1999

June 2005
June 2021

Joined Takusho Keibi Hosho Co., Ltd.
Joined Japan Recruit Center, Inc. (current
Recruit Holdings Co., Ltd.)
Seconded to Kansai Recruit Planning, Co., Ltd.
(current Recruit Co., Ltd.) as COO
Executive Managing Director of transcosmos
inc.
Resigned as Executive Managing Director oftranscosmos inc.
Corporate Auditor of the Company
Director (Audit and Supervisory Committee
Member) (current position)

Number of theCompany’s shares
owned– shares

Attendance at Audit andSupervisory Committee
meetings
13/13 times
Reasons for nomination as candidate for Outside Director and expected role
Takahide Murao has extensive experience and wide-ranging insights in the human resources business. We propose hiselection in the expectation that he will continue playing an adequate role as an Outside Director who is an Audit andSupervisory Committee member by providing appropriate advice and supervision of management in general.
Oct. 1990
Joined Showa Ota & Co. (current Ernst &Makoto Saito
Young ShinNihon LLC)
(April 2, 1965)
Sept. 2001
Resigned from Showa Ota & Co. (current Ernst
Reelection& Young ShinNihon LLC)
OutsideOct. 2001
Established Saito Accounting Office
Independent
Manager (current position)
June 2007
Corporate Auditor of the Company– shares
Attendance at Board ofJune 2021
Director (Audit and Supervisory Committee
Directors meetings
Member) (current position)
18/18 times
Significant concurrent positions outside the Company

3

Notes:

Name(Date of birth)

1.
2.
3.

4.

5.

Manager of Saito Accounting OfficeAttendance at Audit andSupervisory Committee
meetings
13/13 times
Reasons for nomination as candidate for Outside Director and expected role
Makoto Saito is a certified public accountant and certified tax accountant with wide-ranging business knowledge andpractical experience in such areas as finance, accounting, and auditing. We propose his election in the expectation that
he will continue playing an adequate role as an Outside Director who is an Audit and Supervisory Committee member
by providing appropriate advice and supervision of management in general.
There is no special interest between any of the candidates and the Company.
Toshihiro Kono, Takahide Murao and Makoto Saito are candidates for Outside Director.
Toshihiro Kono, Takahide Murao and Makoto Saito are currently Outside Directors who are Audit and Supervisory
Committee members of the Company. At the conclusion of this meeting, their tenure will have been two years. In addition,
the three candidates have previously served as Non-executive Officers (Corporate Auditors) of the Company.
The Company has entered into limited liability agreements with Toshihiro Kono, Takahide Murao and Makoto Saito. If
their reelection is approved, the Company plans to renew the agreement with them. A summary of the agreement is asfollows:- When the non-executive Director becomes liable to the Company for damages due to a failure to perform his duties, hewill be responsible up to the minimum liability amount provided for by Article 425, paragraph (1) of the Companies
Act.
- The limitation of liability above is applicable only if the Director has acted in good faith and without gross negligencein performing his duties which caused his liability.
As provided for by Article 430-3, Paragraph (1) of the Companies Act, the Company has entered into a directors andofficers liability insurance contract with an insurance company. Under this insurance contract, the Company willcompensate damages and litigation expenses, etc. arising from claims for damages lodged against insured persons,
including Directors (including Directors who are Audit and Supervisory Committee members) of the Company, due toacts (including shareholder derivative actions) performed during the execution of their duties (excluding breaches of trust,- 12 -

criminal acts and the willful violations of laws and ordinances by insured persons, etc.), and the Company will also pay
the insurance premiums of the insured persons. If each of the candidates is elected and takes office as a Director who is
an Audit and Supervisory Committee member, all candidates will become insured persons under this insurance contract.
Furthermore, when this insurance contract next comes up for renewal, the Company intends to renew it with the samecontent.
6. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Toshihiro Kono, Takahide Murao and Makoto
Saito have been designated as independent officers as provided for by the aforementioned exchange. If their reelection isapproved, the Company plans for their designation as an independent officer to continue.

- 13 -

[Reference]
Structure of the Board of Directors following the approval of Proposal No. 2 “Election of Ten Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)” and Proposal No. 3 “Election of Three Directors
Who Are Audit and Supervisory Committee Members” (provisional)

Name

Position and responsibility
in the Company

Tsutomu
Wano

Chairman and
Representative Director
Group CEOIchiroKawaguchi

Fields of expertise
Nominating
CommitIndepenSales andtee and Business
GlobalIndustrydentmarketCompen- adminisknowl- businessofficeringsationedge
trationCommittee○○○

President andRepresentative Director

○

○

○

Yoshiki
Nakai

Managing Director andExecutive Officer

○

○

○

Isao Yokota

Director and Executive
OfficerManager of Overseas &Future Business Strategy
Division

○

○

○

○

○

○

○

○

○

○

○
○

○

KizukiHayashi
Kenta
KijimaYuki
Shibazaki

Naotaka
Okada○

Director and Executive
Officer○

Director and Executive
Officer
General Manager of
Administration andAccounting Division
Director and Executive
Officer
General Manager of
Personnel Placement
Business Division andManager of Sales
Department First Division
Director and Executive
Officer
General Manager of
Recruiting Business
Division

Seiko Nakai

Director (Outside)

Miho Sakai

Director (Outside)

○
○

○

○
○

Financeandaccounting

Legalaffairs
andcompliance

○

○

○

○

Outside Director (Full-time
Audit and Supervisory○○○○
Committee Member)
Outside Director (Audit
Takahideand Supervisory
○
○
○
○
Murao
Committee Member)
Outside Director (Audit
Makotoand Supervisory
○
○
○
○
Saito
Committee Member)* The above list shows fields where respective individuals have notable expertise. It does not indicate their entire knowledge orexperiences.
Toshihiro
Kono- 14 -

Proposal No. 4

Revision of Amount of Remuneration in Relation to Monetary Remuneration for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)

At the 41st Annual General Meeting of Shareholders held on June 22, 2021, monetary remuneration, including
Directors’ bonuses, for the Directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter in this proposal the same shall apply) was set to no more than ¥300 million per year (including
no more than ¥30 million per year for Outside Directors) and has remained in place to this day. However, in
accordance with Proposal No. 2, taking into account the election of two additional Directors, including one Outside
Director, and having considered the current remuneration amount for Directors, the recent economic circumstances,and various other matters, the Company proposes monetary remuneration, including Directors’ bonuses, of no morethan ¥500 million per year (including no more than ¥50 million per year for Outside Directors).
Having taken into consideration the criteria for calculating individual remuneration, the proportion of total
remuneration of Directors for which it accounts, and the number of Directors eligible for such grants, etc. set out in
the Company’s “Policy on Determining Details of Remuneration, etc. for Individual Directors” on pages 45 to 47 of
the Business Report (in Japanese only), the Company deems that the remuneration limits are necessary, reasonable,and proportionate.
As has been the case hitherto, monetary remuneration for Directors shall not include employee salaries of Directors
concurrently serving as employees.
There are currently eight Directors (including one Outside Director), but the number of Directors affected by this
proposal will rise to 10 Directors (including two Outside Directors) if Proposal No. 2 is approved as originallyproposed.

- 15 -

Proposal No. 5

Revision of Remuneration to Grant Shares With Transfer Restrictions to Directors (Excluding
Outside Directors and Directors Who Are Audit and Supervisory Committee Members)

The amount of remuneration for Directors of the Company (excluding Directors who are Audit and Supervisory
Committee Members) was approved to be ¥300 million or less per year (including ¥30 million or less per year for
Outside Directors) at the 41st Annual General Meeting of Shareholders held on June 22, 2021 (stated amounts do notinclude employee salaries of Directors concurrently serving as employees). With regard to the Retirement-Type
Restricted Share-Based Remuneration Plan, at the 42nd Annual General Meeting of Shareholders held on June 22,2022, the Company obtained approval for an amount of no more than ¥100 million per year for the remuneration of
Directors (excluding Outside Directors and Directors who are Audit and Supervisory Committee Members), separate
to that associated with the above-mentioned monetary remuneration and the Medium-Term Continuous Service-Type
Share-Based Remuneration Plan (with the Retirement-Type Restricted Share-Based Remuneration Plan, hereinafterreferred to collectively as “the Plan”), with the total number of common shares of the Company to be issued or
disposed of in relation to this to be no more than 30,000 shares per year. With regard to the Medium-Term Continuous
Service-Type Share-Based Remuneration Plan, at the 42nd Annual General Meeting of Shareholders held on June22, 2022, the Company also obtained approval for an amount of no more than ¥100 million per year for the
remuneration of Directors (excluding Outside Directors and Directors who are Audit and Supervisory Committee
Members), separate to the above-mentioned monetary remuneration and that associated with the Retirement-Type
Restricted Share-Based Remuneration Plan, with the total number of common shares of the Company to be issued or
disposed of in relation to this to be no more than 30,000 shares per year.
The Company proposes to revise the Plan with the objective of providing a greater incentive to the Company’s
Directors (excluding Outside Directors and Directors who are Audit and Supervisory Committee Members;hereinafter “Eligible Directors”) to strive for additional improvements in the Company’s corporate value, and tofurther promote the sharing of value with shareholders, as well as to reflect the increase in the number of Directors(currently totaling seven but will rise to eight if Proposal No. 2 is approved as originally proposed). Accordingly,
with the Retirement-Type Restricted Share-Based Remuneration Plan, the Company proposes an amount of no morethan ¥200 million per year for the remuneration of the Eligible Directors for the purpose of granting shares withtransfer restrictions, separate to that associated with the amount of monetary remuneration (if Proposal No. 4 isapproved as originally proposed, this will be no more than ¥500 million per year, including no more than ¥50 million
per year for Outside Directors, but not including employee salaries of Directors concurrently serving as employees)
and the Medium-Term Continuous Service-Type Share-Based Remuneration Plan, which we consider to bereasonable based on the above objectives, with the total number of common shares of the Company to be issued or
disposed of in relation to this to be no more than 50,000 shares per year (provided, however, that the total number
shall be adjusted within a reasonable range when a share split, including an allotment of the common shares of theCompany without contribution or, a share consolidation of the common shares of the Company is conducted, or any
other events that require an adjustment to the total number of the common shares of the Company to be issued or
disposed of as shares with transfer restrictions arise, on and after the date that this proposal is approved and adopted).
Moreover, the specific timing of provision and amount allocated to each Target Director shall be determined at Boardof Directors meetings.
The Target Directors under the Plan shall provide all monetary remuneration claims to be paid for the purpose of
granting shares with transfer restrictions in accordance with the resolution of the Board of Directors of the Company
as property contributed in kind to have the common shares of the Company issued or disposed of. The amount to be
paid in per share of the common shares of the Company to be issued or disposed of for each plan through this process
is determined by the Board of Directors using the closing price of the common shares of the Company on the Tokyo
Stock Exchange on the business day immediately prior to the day on which each resolution of the Board of Directors
is made (if no trading is reported on such date, the closing price on the immediately preceding trading day) as thebasis and within a range that is not particularly advantageous to the Target Directors. For the issuance or disposal of
the common shares of the Company in accordance with this process, the Company and Target Directors shall enter
into an agreement on allotment of shares with transfer restrictions (hereinafter, the “Allotment Agreement”) which
includes the following items as its content:(1)

For the Retirement-Type Restricted Share-Based Remuneration Plan, target Directors shall not transfer thecommon shares allotted under the Allotment Agreement (hereinafter the “Allotted Shares”), create a security
interest on or conduct other dispositions of the shares (hereinafter the “Transfer Restriction”) for the period- 16 -

(2)

(3)

(4)
(5)

(6)

(7)

from the date of allocation of shares with transfer restrictions until the day the Target Director loses theirposition as Director of the Company or any other position determined by the Board of Directors of the Company(however, in cases where the Target Director loses the said position before three months have elapsed after thebusiness year during which the shares with transfer restrictions were delivered, and the Board of Directors of
the Company has separately determined a date within six months after that business year, that date shall beused); for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan, target Directors shallnot transfer the Allotted Shares create a security interest on or conduct other dispositions of the shares for aperiod of three to five years which is determined by the Board of Directors of the Company (hereinafter the“Transfer Restriction Period” for each plan).
If a Target Director has lost the position described in (1) above before the expiration of a period separately
determined by the Board of Directors of the Company (hereinafter the “Service Provision Period”) for the
Retirement-Type Restricted Share-Based Remuneration Plan and before the expiration of the Transfer
Restriction Period for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan, theCompany shall acquire, as rights, the Allotted Shares without contribution, except when the Board of Directorsof the Company finds justifiable grounds.
The Company shall lift the Transfer Restriction for all of the Allotted Shares when the Transfer Restriction
Period expires, provided that the Target Director has remained in the position as Director of the Company or
any other position determined by the Board of Directors of the Company during the Service Provision Period
for the Retirement-Type Restricted Share-Based Remuneration Plan and during the Transfer Restriction Period
for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan. However, if the Target
Director has lost the position specified in (1) above before the expiration of the Service Provision Period for
the Retirement-Type Restricted Share-Based Remuneration Plan and before the expiration of the Transfer
Restriction Period for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan due tojustifiable grounds specified in (2) above, the Company shall reasonably adjust the number of Allotted Sharesfor which the Transfer Restriction will be lifted and the timing for the Transfer Restriction to be lifted, whennecessary.
The Company shall acquire, as rights, and without contribution, the Allotted Shares for which the Transfer
Restriction is not lifted in accordance with the provisions of (3) above.
Notwithstanding the provisions of (1) above, during the Transfer Restriction Period, if merger agreements inwhich the Company becomes an extinguished company, share exchange agreements or share transfer plans inwhich the Company becomes a wholly owned subsidiary, and other organizational restructuring are approvedat the General Meeting of Shareholders of the Company (or a meeting of the Board of Directors of the Company,
if approval at the General Meeting of Shareholders of the Company is not necessary for the organizational
restructuring, etc.,), prior to the effective date of the organizational restructuring, etc., the Company shall lift
the Transfer Restriction of the number of Allotted Shares that is reasonably determined.
In the case specified in (5) above, the Company shall acquire, as rights, and without contribution, the Allotted
Shares for which the Transfer Restriction has not been lifted immediately after the Transfer Restriction has
been lifted pursuant to the provisions of (5) above.
The content of the Allotment Agreement shall include the method of indicating and notifying intention, themethod of amending the Allotment Agreement, and other matters specified by the Board of Directors.

At the Board of Directors meeting held on June 22, 2022, the Company revised the policy for determining the detailsof remuneration, etc. for each individual Director. The outline of the policy is stated on pages 45 to 47 of the Business
Report (in Japanese only). The Company plans to change this policy so that it is aligned with this proposal, subject
to the approval of this proposal. As stated above, since the paid-in amount per share for the Restricted Shares is anamount within a range that is not particularly advantageous and the dilution rate is insignificant, the Company judgesthat granting of the Restricted Shares is adequate.

- 17 -