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 3, 2024
To Our Shareholders:
Ichiro Kawaguchi, President and Representative Director
QUICK CO., LTD.
2-4, Komatsubaracho, Kita-ku, Osaka, Japan

Notice of the 44th Annual General Meeting of Shareholders
It is a pleasure to inform you that the 44th 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 informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation 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 Reference Documents for the General Meeting of Shareholders and referring to
the “Guidance on Exercising Voting Rights” (in Japanese only), please exercise your voting rights by 6:00 p.m. on
Thursday, June 20, 2024 (Japan Time).
1. Date and Time: Friday, June 21, 2024 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 44th Term (from April 1, 2023 to March 31,2024), 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 44th Term (from April 1, 2023 to March 31, 2024)-1-

Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of One Director Who Is Audit and Supervisory Committee Member
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 forthe proposal in question.
(2) In cases where you have exercised your voting rights both via the Internet, etc. and in writing (by mail),the exercise 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, this paper-based document 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 the Articles of Incorporation, the following items provided in electronic
format will not be among the items included in this paper-based document. The Audit and Supervisory Committee and the
Accounting Auditor have audited the documents subject to audit, including the following items.
(1) “System to Ensure Proper Operations, and Operational Status of the System” in the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements of Consolidated Financial
Statements”(3) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements of Nonconsolidated Financial Statements”-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 ¥58 per share as year-end dividend for this fiscal year,
based on our dividend policy, which is using 50% of profit attributable to owners of parent as a guideline.
As a payment of ¥36 per share was carried out as an interim dividend, total dividends per share for this fiscal
year will be ¥94.
(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 ¥58 per common share of the Company.
In this event, the total dividends will be ¥1,085,015,512.
(3) Effective date of dividends of surplus
The effective date of the dividends will be June 24, 2024.
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 ten 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.
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

Reelection

Male

Chairman and Representative Director
Group CEO2

Ichiro Kawaguchi

Reelection

Male

President and Representative Director

3

Yoshiki Nakai

Reelection

Male

Managing Director and Executive Officer

4

Isao Yokota

Reelection

Male

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

18/18 times(100%)

5

Kizuki Hayashi

Reelection

Male

Director and Executive Officer

18/18 times(100%)

6

Kenta Kijima

Reelection

Male

7

Yuki Shibazaki

Reelection

Male

8

Naotaka Okada

Reelection

Male

9

Seiko Nakai

10

Miho Sakai

Reelection
OutsideIndependent
Reelection
OutsideIndependent

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

18/18 times(100%)
13/14 times(92%)

14/14 times(100%)

FemaleDirector (Outside)

18/18 times(100%)

FemaleDirector (Outside)

14/14 times(100%)

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

Because Yuki Shibazaki, Naotaka Okada and Miho Sakai were elected and assumed the office as Director at the 43rd Annual
General Meeting of Shareholders held on June 23, 2023, their records of attendance at meetings of the Board of Directors areprovided 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
62,000 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
148,500 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 local information
service businesses. 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 local information service 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. He was appointed as Managing Director of theCompany in June 2022, and we continue to believe that he is an appropriate and talented person for improving thecorporate value.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
July 2003
Oct. 2003
Apr. 2004
June 2006
Oct. 2006
Jan. 2008

Isao Yokota(January 3, 1962)
Reelection

4

Attendance at Board of
Directors meetings
18/18 times

Apr. 2011

Apr. 2016

Apr. 2017

Apr. 2019
Apr. 2020
Jan. 2021
Oct. 2022

5

Joined the Company
Manager of Osaka Recruiting Sales Department
Executive Officer and Manager of Osaka
Recruiting Sales Department
Director (current position)
General Manager of West Japan Recruiting
Business Division
General Manager of West Japan Recruiting
Business Division and Responsible for theOverseas Business
Executive Officer (current position)
General Manager of Recruiting Business
Division and Responsible for the Overseas
Business
General Manager of Recruiting Business
Division, Manager of Tokyo Sales Department
and Responsible for the Overseas Business
General Manager of Recruiting Business
Division, and Manager of Tokyo Sales
Department
President of QUICK GLOBAL CO., LTD.
President of QUICK USA, Inc.
General Manager of Global Business Divisionof the Company
President of QUICK GLOBAL MEXICO, S.A.
DE C.V.
Manager of Overseas & Future Business
Strategy Division of the Company (current
position)

Number of theCompany’s shares
owned

66,300 shares

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 and HR platformbusinesses. 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 HR platform business of the company. Therefore, we believe that he willcontinue 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
18/18 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 as 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 willcontinue playing an adequate role in improving corporate value.
Apr. 2008
Joined the Company
Apr. 2018
Assistant to the Manager of Sales Department
First Division under Personnel Placement
Business Division
Yuki Shibazaki
Apr. 2020
Executive Officer (current position)(February 18, 1986)
Apr. 2021
Manager of Sales Department First Division
Reelection
under Personnel Placement Business Division
8,600 shares
Apr. 2023
General Manager of Personnel Placement
Attendance at Board of
Business Division and Manager of Sales
Directors meetings
Department First Division
13/14 times
June 2023
Director (current position)
Oct. 2023
General Manager of Personnel Placement
Business Division and Manager of Sales
Department Second 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. Based on
this track record, etc. we believe that he will continue playing an adequate role in improving corporate value.

-8-

Candidate
No.

Name
(Date of birth)

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

Apr. 2017
Naotaka Okada(November 2, 1975)

8

Reelection

Apr. 2019

Attendance at Board of
Directors meetings
14/14 times

Apr. 2021

Apr. 2023
June 2023
Apr. 2024

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
Director (current position)
General Manager of Recruiting Business
Division and Manager of Business Promotion
Department (current position)

Number of theCompany’s shares
owned

3,100 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. Based on this track record, etc.
we believe that he will continue playing an adequate role in improving corporate value.
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 herreelection as an Outside Director expecting that she will play an adequate role in making important managerial
decisions, supervising business execution, etc.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1989

Number of theCompany’s shares
ownedJoined Recruit Co., Ltd. (current Recruit
Holdings
Co., Ltd.)
Miho Sakai
Apr.
2009
President
of FromA Career Co., LTD.
(May 31, 1966)
Apr. 2015
Executive Officer of Recruit Jobs Co., Ltd.
(current Recruit Co., Ltd.)
Reelection
Dec. 2019
Retired from Recruit Jobs Co., Ltd.
Outside– shares
Independent
June 2022
Director of Optional Co., Ltd. (current position)
Nov. 2022
Outside Director of Festaria Holdings Co., Ltd.
10
Attendance at Board of(current position)
Directors meetings
June 2023
Director of the Company (current position)
14/14 times
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 herreelection as an Outside Director in the expectation that she will play an adequate role in making important managerial
decisions, supervising business execution, etc.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Seiko Nakai and Miho Sakai are candidates for Outside Director.
3. Seiko Nakai had been an employee of the Company from April 1986 until April 1987. It has been 37 years since she
resigned as an employee of the Company.
4. 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. However, four years have elapsed since she resigned as Executive Officer of that company.
5. Seiko Nakai is currently an Outside Director of the Company. At the conclusion of this meeting, her tenure will havebeen eight years.
6. Miho Sakai is currently an Outside Director of the Company. At the conclusion of this meeting, her tenure will havebeen one year.
7. The Company has entered into limited liability agreements with Seiko Nakai and Miho Sakai. If their reelection isapproved, the Company plans to renew the agreement with them. 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 their duties,
they will be responsible up to the minimum liability amount provided for by Article 425, paragraph (1) of theCompanies Act.
- The limitation of liability above is applicable only if the Director has acted in good faith and without gross negligencein performing their duties which caused their liability.
8. 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 theexecution of 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 thecandidates is elected 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 withthe same content.
9. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Seiko Nakai and Miho Sakai have been
designated as independent officers as provided for by the aforementioned exchange. If their reelection is approved, theCompany plans for their designation as independent officers to continue.

- 10 -

Proposal No. 3

Election of One Director Who Is Audit and Supervisory Committee Member

To strengthen the audit system, the Company proposes to increase the number of Directors who are Audit andSupervisory Committee members by one, and therefore proposes the election of one Director who is an Audit andSupervisory Committee member. If this proposal is approved, the number of Directors who are Audit andSupervisory Committee members will be four.
The Company has obtained the approval of the Audit and Supervisory Committee in relation to this proposal.
The candidate for Director who is an Audit and Supervisory Committee member is as follows:

Name

Hiroyuki Rokugo

New election
OutsideIndependent

GenderPosition and responsibility in
the Company

Attendance atBoard ofDirectors
meetings(Attendance rate)

Male

–

–

Attendance at
Audit andSupervisory
Committee
meetings(Attendance rate)–

New election: New candidate
Outside: Candidate for Outside Director
Independent: Independent officer as defined by Tokyo Stock Exchange, Inc.
Name
(Date of birth)

Career summary, position and responsibility

Hiroyuki Rokugo(July 5, 1961)

Apr. 1985
Apr. 1999

New election
OutsideIndependent

Apr. 2005
June 2006
July 2006
June 2007
June 2010
Apr. 2014

Attendance at Board of
Directors meetings–

Joined Recruit Co., Ltd. (current Recruit Holdings Co., Ltd.)
Nagoya Branch Manager of Recruit Ablic Co., Ltd. (current
Recruit Co., Ltd.)
Executive officer
Retired from the company
Executive officer of MEITEC NEXT CORPORATION
Director
President
President of Meitec Shanghai
President of Meitec Shanghai Human Resources Co., Ltd.
Director of MEITEC CORPORATION
Director and Executive officer
Retired from MEITEC CORPORATION

Number of theCompany’s shares
owned– shares

June 2015
Attendance at Audit andApr. 2017
Supervisory Committee
June 2023
meetings–
Reasons for nomination as candidate for Outside Director and expected role
Hiroyuki Rokugo has extensive experience and wide-ranging insights in the human resources business. We propose his election in
the expectation that he will play an adequate role as a new Outside Director who is an Audit and Supervisory Committee member by
providing appropriate advice and supervision of management in general.
Notes: 1. There is no special interest between Hiroyuki Rokugo and the Company.
2. Hiroyuki Rokugo is a candidate for new Director who is an Audit and Supervisory Committee member.
3. Hiroyuki Rokugo is a candidate for Outside Director.
4. Hiroyuki Rokugo was formerly an Executive officer of Recruit Co., Ltd. (the company name at the time he was in office
was Recruit Ablic Co., Ltd.), which is a specified affiliated business operator (major business partner) for the Company,
but 17 years have elapsed since he resigned as Executive officer of that company.
5. Between June 2015 and June 2023, Hiroyuki Rokugo was an Executive officer of MEITEC CORPORATION, which is abusiness partner of the Company, but the value of these transactions in the most recent fiscal year were less than 1% ofconsolidated net sales for both parties, and so the Company judges that his independence can be ensured.
6. If the election of Hiroyuki Rokugo is approved, the Company plans to enter into a limited liability agreement with him,
the content of which is as follows.
- 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.

- 11 -

7. 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 his 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 Hiroyuki Rokugo is elected and takes office as a Director who is an
Audit and Supervisory Committee member, he will become insured person under this insurance contract. Furthermore,when this insurance contract next comes up for renewal, the Company intends to renew it with the same content.
8. If the election of Hiroyuki Rokugo is approved, the Company plans to notify Tokyo Stock Exchange, Inc. that he has
been designated as an independent officer as provided for by the aforementioned exchange.

- 12 -

[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 One Director
Who Is Audit and Supervisory Committee Member” (provisional)

Name

Position andresponsibility in
the Company

Chairman and
Representative
Director
Group CEOPresident andIchiroRepresentative
Kawaguchi
Director
Managing Director
Yoshikiand Executive
Nakai
Officer
Director andExecutive Officer
Manager of
Isao Yokota
Overseas & Future
Business Strategy
Division

Tsutomu
Wano

KizukiHayashi
Kenta
KijimaYuki
Shibazaki

Naotaka
Okada

Seiko
Nakai
Miho Sakai

Director andExecutive Officer
Director andExecutive Officer
General Manager
of Administration
and Accounting
Division
Director andExecutive Officer
General Manager
of Personnel
Placement
Business Division
and Manager ofSales Department
Second Division
Director andExecutive Officer
General Manager
of Recruiting
Business Division
and Manager ofBusiness
Promotion
Department

Fields of expertise

GenderNominating
CommitIndetee and Businesspendent
Compen- adminisofficer
sationtrationCommittee

Male

○

○

○

○

Male

○

○

○

○

○

○

○

○

○

○

○

Male

○

○

Male

○

○

Male

○

○

Male

Male

Male

○

Sales
and
marketingIndustryknowledge

Director (Outside)

Female○○○Director (Outside)

Female○○○- 13 -○

FinanceandGlobalbusiness accounting

Legalaffairs
andcompliance

○

○

○

○

Name

Position andresponsibility in
the Company

GenderNominating
CommitIndetee and Businesspendent
Compen- adminisofficer
sationtrationCommittee

Fields of expertise
Sales
and
marketingIndustryknowledge

FinanceandGlobalbusiness accounting

Legalaffairs
andcompliance

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

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