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: 7508
June 10, 2024
(Start date of measures for electronic provision: June 5, 2024)
To Shareholders:
Yasumasa Kishimoto
Representative Director and President
G-7 HOLDINGS Inc.
1-3, Yasakadai 2-chome, Suma-ku, Kobe City, Hyogo,
Japan

Notice of the 49th Annual Shareholders Meeting
G-7 HOLDINGS Inc. (the “Company”) would like to express its sincere gratitude to its shareholders for theircontinued support.
You are cordially notified of the 49th Annual Shareholders Meeting of the Company, which will be held as indicatedbelow.
In calling the Annual Shareholders Meeting, the Company has taken measures for providing information that
constitutes the content of Reference Documents for the Shareholders Meeting, etc. (items for which measures forproviding information in electronic format are to be taken) in electronic format, and has posted the information oneach of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.g-7holdings.co.jp/investors/assemble/(in Japanese)(Please access the above website, then select “Notice of the 49th Annual Shareholders Meeting” to reach theinformation.)
Website for posted informational materials for the Shareholders Meetings:
https://d.sokai.jp/7508/teiji/(in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(in Japanese)(Please access the TSE website by using the internet address shown above, enter “G-7 Holdings” in “Issue name(company name)” or the Company’s securities code “7508” in “Code,” and click “Search.” Then, please click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “Notice of General Shareholders Meeting/Informational
Materials for General Shareholders Meeting.”)
If you do not attend the meeting in person, you can exercise your voting rights via the Internet, etc. or inwriting (via postal mail). Please review the Reference Documents for the Shareholders Meeting and exercise
your voting rights by the said methods by 6:00 p.m. on Wednesday, June 26, 2024 (JST).

-1-1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (JST)
2. Venue:
Shoun, 4th Floor, Kobe Seishin Oriental Hotel
6-3, Kojidai 5-chome, Nishi-ku, Kobe City, Hyogo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the 49th
Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Audit Reports of the Financial Auditor and the Audit and Supervisory Committee on the Consolidated
Financial Statements for the 49th Fiscal Year
Matters to be resolved:
Proposal No. 1
Partial Amendment to the Articles of Incorporation
Proposal No. 2
Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Election of Two (2) Substitute Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 5
Determination of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors) to Grant Restricted Shares
Thereto4. Matters Decided in Calling of the Meeting (the Guidance for Exercising the Voting Rights)(1) If you exercise your voting rights in writing (via postal mail) and you do not indicate for/against for a proposalon the voting form, we will regard it as you having indicated favor for that proposal.
(2) If you exercise your voting rights multiple times by the Internet, etc., the last exercise of the voting rights willbe treated as valid.
(3) If you exercise your voting rights both by the Internet, etc. and in writing (via postal mail), regardless of arrival
date and time, the voting right exercised by the Internet, etc. will be treated as valid.
- When you attend the meeting, you are kindly requested to present the voting form sent out with this notice at the reception desk.
- If revisions to the electronic provision measures matters arise, a notice of the revisions and the details of the items before and after
the revisions will be posted on the aforementioned websites.
- For this Annual Shareholders Meeting, paper-based documents stating electronic provision measures matters will be delivered to allshareholders regardless of whether they have made requests for delivery of such documents.
Among the electronic provision subject matters, in accordance with the provisions of laws and regulations and Articles ofIncorporation of the Company, the following items are not provided in the paper-based documents delivered.
(i) “Systems to ensure proper business activities and operational status of such system” of the Business Report(ii) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements
Furthermore, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements included in the
aforementioned documents are part of the documents included in the scope of audits by the Financial Auditor when creating thefinancial audit report and by the Audit and Supervisory Committee when creating the audit report.

-2-

Reference Documents for the Shareholders Meeting

Proposal No. 1

Partial Amendment to the Articles of Incorporation

1. Reasons for the Amendments
Based on the current business execution system, the Company proposes the amendment of Article 23, paragraph
2 of the current Articles of Incorporation.
2. Details of the Amendments
The details of the amendments are as follows.
(Proposed amendments are underlined.)
Current Articles of Incorporation
Proposed amendments(Representative Directors and Directors With Special Titles)(Representative Directors and Directors With Special Titles)
Article 23.
Article 23.
1 (Article text omitted)
1 (Unchanged)
2 The Board of Directors may appoint, by its resolution, one
2 The Board of Directors may appoint, by its resolution, one(1) Director and President from among the Directors(1) Director and President from among the Directors(excluding Directors who are Audit and Supervisory(excluding Directors who are Audit and Supervisory
Committee Members), and as necessary, appoint one (1)Committee Members), and as necessary, appoint one (1)Director and Chairperson, and one (1) or a small number of
Director and Chairperson Emeritus, one (1) Director andDirectors and Executive Vice Presidents, Senior Managing
Chairperson, and one (1) or a small number of Directors
Directors, and Managing Directors.
and Executive Vice Presidents, Senior Managing Directors,
and Managing Directors.

-3-

Proposal No. 2

Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this Shareholders Meeting.
Therefore, the Company proposes the election of eight (8) Directors.
With respect to this proposal, there are no particular issues raised by the Audit and Supervisory Committee.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibility in the Company

1

Tatsumi Kaneda

Representative Director, Chairman and CEO

Reelection

2

Yasumasa Kishimoto

Representative Director and President

Reelection

3

Yukitoshi Matsuda

Director and General Manager of General Affairs
Department

Reelection

4

Daisaku Seki

DirectorReelection

5

Isao Tamaki

DirectorReelection

6

Shinichi Noguchi

DirectorReelection

7

Mitsuru Sakamoto

Outside Director

8

Yukihiro Shida

Outside Director

Reelection
OutsideIndependent
Reelection

Reelection Candidate for Director to be reelected
Outside Candidate for outside Director
Independent Independent Director as defined by the securities exchange-4-OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1993
June 2000
Sept. 2000

1

Number of theCompany’s shares
ownedJoined the Company
Director of the Company
Representative Director and President of
KINOSHITA AUTO CO., LTD.
Apr. 2005
Executive Officer and President of Kanto
Company of the Company
June 2005
Representative Director and President of theCompany
Jan. 2006
Representative Director and President of Auto
Seven Split Preparation Co., Ltd. (currently G-7
AUTO SERVICE CO., LTD.)
Apr. 2013
Representative Director and Chairman of G-7
Tatsumi Kaneda
AUTO SERVICE CO., LTD(November 14, 1950)
Aug. 2015
Representative Director and President of G-7
DEVELOPMENT CO., LTD. (currently G7
Reelection
RETAIL JAPAN CO., LTD.)
Apr. 2017
Representative Director and Chairman of G-7
24,800 shares
Number of years in office
RETAIL JAPAN CO., LTD. (currently G7
20 years
RETAIL JAPAN CO., LTD.) (retired in March2018)
Attendance at meetings of
Apr.
2018
Directorand Chairman of G-7 AUTO
Board of Directors
SERVICE
CO., LTD. (retired in March 2019)
19/19
Representative Director and Chairman of G7
AGRI JAPAN CO., LTD. (retired in March
2019)
June 2019
Representative Director, Chairman and CEO of
the Company
May 2022
Representative Director, Chairman, President
and CEO of the Company
June 2023
Representative Director, Chairman and CEO of
the Company(current position)[Significant concurrent positions outside the Company]–[Reasons for nomination as candidate for Director]
Tatsumi Kaneda has extensive experience and a track record in leading the management of the Group, serving as
Representative Director of the Company since June 2005 and also as Representative Director of the Company’s
subsidiaries. Accordingly, the Company nominated him again as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1983
Apr. 2005

2

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Department of
the Company
July 2006
Executive Officer and General Manager of
Yasumasa Kishimoto
Accounting Department of the Company(September 8, 1960)
June 2007
Director and General Manager of Finance
Department of the Company
Reelection
June 2021
Managing Director and General Manager of
8,800 shares
Number of years in officeFinance Department of the Company
17 years
Apr. 2022
Managing Director and General Manager ofBusiness Management Division of the
Attendance at meetings ofCompany
Board of Directors
June 2023
Representative Director and President of the
19/19
Company(current position)[Significant concurrent positions outside the Company]–[Reasons for nomination as candidate for Director]
Yasumasa Kishimoto has extensive experience and a track record as a manager, having held key positions including theManaging Director and General Manager of Business Management Division of the Company and assuming the position
of Representative Director of the Company since June 2023. Accordingly, the Company nominated him again as a
candidate for Director.
Oct. 1998
Joined the Company
Apr. 2004
General Manager of General Affairs
Department, General Management Division of
the Company
Yukitoshi Matsuda
July
2004
GeneralManager of Administrative Division(January 30, 1951)
and General Manager of General Affairs
Department of the Company
Reelection
June 2005
Director, General Manager of Administrative
Division and General Manager of General
9,200 shares
Number of years in office
Affairs Department of the Company
19 yearsJune 2007
Director and General Manager ofAttendance at meetings of
Administrative Department of the Company
Board of Directors
June 2008
Director and General Manager of General
19/19
Affairs Department of the Company(current position)[Significant concurrent positions outside the Company]–[Reasons for nomination as candidate for Director]
Yukitoshi Matsuda has extensive business experience and knowledge of legal affairs and governance, serving as the
person in charge of the General Affairs Division of the Company for many years and contributing to ensuring
compliance within the Company. Accordingly, the Company nominated him again as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Nov. 2003

4

5

Number of theCompany’s shares
ownedJoined SUN SEVEN CO., LTD. (currently G-7
SUPER MART CO., LTD.)
June 2005
Director of SUN SEVEN CO., LTD. (currently
G-7 SUPER MART CO., LTD.)
July 2009Managing Director of SUN SEVEN CO., LTD.
(currently G-7 SUPER MART CO., LTD.)
Daisaku Seki
Apr. 2011
Senior Managing Director of SUN SEVEN(June 25, 1971)
CO., LTD. (currently G-7 SUPER MART CO.,LTD.)
Reelection
Apr. 2016
Director and Executive Vice-President of G-7
SUPER MART CO., LTD.
500 shares
Number of years in office
6 years
Apr. 2017
Director and President of G-7 SUPER MART
CO., LTD.
Attendance at meetings ofApr. 2018
Representative Director and President of G-7
Board of Directors
SUPER MART CO., LTD.
19/19
(current position)
June 2018
Director of the Company(current position)[Significant concurrent positions outside the Company]
Representative Director and President of G-7 SUPER MART
CO., LTD.
[Reasons for nomination as candidate for Director]
Daisaku Seki has extensive business experience and knowledge of sales and marketing, serving as Representative
Director and President of the Company’s subsidiary that operates the Gyomu Super Business. Accordingly, theCompany nominated him again as a candidate for Director.
July 1999
Joined TERABAYASHI CO., LTD. (currently
G-7 MEAT TERABAYASHI CO., LTD.)
Feb. 2004
Executive Officer and General Manager ofMeat the Meat West Japan Business
Department of TERABAYASHI CO., LTD.
(currently G-7 MEAT TERABAYASHI CO.,
Isao Tamaki
LTD.)(May 18, 1963)
Feb. 2010
Director of TERABAYASHI CO., LTD.
(currently G-7 MEAT TERABAYASHI CO.,
Reelection
LTD.)
Apr. 2013
Director and Executive Vice-President of–
Number of years in office
TERABAYASHI CO., LTD. (currently G-7
5 years
MEAT TERABAYASHI CO., LTD.)May 2015
Representative Director and President ofAttendance at meetings of
TERABAYASHI CO., LTD. (currently G-7
Board of Directors
MEAT TERABAYASHI CO., LTD.)
19/19(current position)
June 2019
Director of the Company(current position)[Significant concurrent positions outside the Company]
Representative Director and President of G-7 MEATTERABAYASHI CO., LTD.
[Reasons for nomination as candidate for Director]
Isao Tamaki has extensive business experience and knowledge of sales and marketing, serving as Representative
Director and President of the Company’s subsidiary that operates the Meat Processing and Retailing Business.
Accordingly, the Company nominated him again as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Mar. 1996

6

7

Number of theCompany’s shares
ownedJoined AUTO SEVEN CO., LTD. (currently G7 HOLDINGS Inc.)
Apr. 2011
Executive Officer, General Manager of Service
Business Promotion Department of AUTO
Shinichi Noguchi
SEVEN CO., LTD. (currently G-7 AUTO
(March 30, 1973)
SERVICE CO., LTD.)
Apr. 2013
Managing Director of G-7 AUTO SERVICE
Reelection
CO., LTD.
Apr. 2017
Senior Managing Director of G-7 AUTO
4,400 shares
Number of years in office
SERVICE CO., LTD.
1 yearApr. 2019
Representative Director and President of G-7
AUTO SERVICE CO., LTD.
Attendance at meetings of(current position)
Board of Directors
June
2023
Directorof the Company
13/13(current position)[Significant concurrent positions outside the Company]
Representative Director and President of G-7 AUTO SERVICE
CO., LTD.
[Reasons for nomination as candidate for Director]
Shinichi Noguchi has extensive business experience and knowledge of sales and marketing, serving as Representative
Director and President of the Company’s subsidiary that operates the Car related Business. Accordingly, the Company
nominated him again as a candidate for Director.
Apr. 1973
Joined Onitsuka Co., Ltd. (currently ASICS
Corporation)
Apr. 1977
Joined Link Consulting Associates-Japan
Mitsuru Sakamoto
Corporation(March 13, 1951)
May 1986
Director of Link Consulting Associates-Japan
Corporation
Reelection
May 1990
Managing Director of Link Consulting
OutsideAssociates-Japan Corporation (retired in July
Independent
2001)–
May 2001
Established Management F Co., Ltd.
Number of years in office
Representative Director and President of
11 years
Management F Co., Ltd.
(current position)
Attendance at meetings ofJune 2013
Outside Director of the Company
Board of Directors(current
position)
19/19[Significant concurrent positions outside the Company]
Representative Director and President of Management F Co.,Ltd.
[Reasons for nomination as candidate for outside Director and outline of expected role]
Mitsuru Sakamoto is expected to provide beneficial advice, etc., for the Company’s management based on his practicalexperience as a management consultant in various industries. Accordingly, the Company nominated him again as a
candidate for outside Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1989
Apr. 1998
Mar. 2005
Mar. 20068

Notes:

1.
2.
3.
4.

5.

Number of theCompany’s shares
ownedJoined Yamaichi Securities Co., Ltd.
Joined Merrill Lynch Japan Securities Co., Ltd.
Director of SG Private Banking (Japan), Ltd.
Senior Vice President of Societe Generale Bank
& Trust, Singapore
Yukihiro Shida
Oct. 2011
Representative Director and President of(May 5, 1965)ANALOG PTE.LTD.
(current position)
Reelection
OutsideFeb. 2012
Senior Vice President of CBP QUILVEST
Independent
WEALTH ADVISORY LTD. (currently
PROVIDENTIA WEALTH ADVISORY LTD.)–
Number of years in office
June 2013
Outside Director of Xyec Holdings Co., Ltd.
9 years
June 2015
Outside Director of the Company(current position)
Attendance at meetings ofAug. 2021
Executive Director of PROVIDENTIA
Board of Directors
WEALTH ADVISORY LTD.
19/19
(current position)[Significant concurrent positions outside the Company]
Representative Director and President of ANALOG PTE.LTD.
Executive Director of PROVIDENTIA WEALTH ADVISORY
LTD.
[Reasons for nomination as candidate for outside Director and outline of expected role]
Yukihiro Shida is expected to provide beneficial advice, etc., for the Company’s management based on his in-depth
insights as a corporate manager overseas and his extensive practical experience. Accordingly, the Company nominatedhim again as a candidate for outside Director.
There is no special interest between any of the candidates for Director and the Company.
Mitsuru Sakamoto and Yukihiro Shida are candidates for outside Director. The Company has submitted notification to
Tokyo Stock Exchange, Inc. that Mitsuru Sakamoto and Yukihiro Shida have been designated as Independent Directors.
The number of years in office shown refers to the terms of office as of the conclusion of this Shareholders Meeting.
The Company has entered into limited liability agreements with Mitsuru Sakamoto and Yukihiro Shida. If their election
is approved, the Company plans to renew the limited liability agreements with them, in accordance with the provisions of
the Company’s Articles of Incorporation. The summary of the details of such agreement is as described on page 32 of theBusiness Report (in Japanese only).
The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers the insured for their liability for damages due to damage compensation and lawsuit expenses. If this proposal isapproved as originally proposed, and the election of each candidate is approved, the candidate will be included as aninsured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.
The summary of the details of such policy is as described on page 31 of the Business Report (in Japanese only).

-9-Proposal No. 3

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this Shareholders Meeting.
Therefore, the Company proposes the election of three (3) Directors who are Audit and Supervisory Committee
Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this
proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

1

Name

Taizo Yoshida

Position and responsibility in the Company
Director/Audit and Supervisory Committee Member (Fulltime)

Reelection

New election
2

Nanako Tamaoki

3

Eriko Fujimura

OutsideIndependent
New election
OutsideIndependent

Reelection Candidate for Director to be reelected
New election Candidate for Director to be newly elected
Outside Candidate for outside Director
Independent Independent Director as defined by the securities exchange- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Aug. 1988

1

2

Number of theCompany’s shares
ownedJoined The New Business Forum (currently
Public Interest Incorporated Association The
Kansai New Business Conference)
Taizo Yoshida
Apr. 2008
Chief of Secretariat of General Incorporated(December 23, 1954)
Association The Kansai New Business KyogiKai (currently Public Interest Incorporated
Reelection
Association The Kansai New Business
Conference)
Number of years in office
May 2011
Director and Chief of Secretariat of General
2 years
Incorporated Association The Kansai New–
Business Kyogi-Kai (currently Public Interest
Attendance at meetings ofIncorporated Association The Kansai New
Board of Directors
Business Conference)
19/19
Jan. 2017
Joined the Company
June 2017
Full-time Company Auditor of the Company
Attendance at meetings of Audit
June 2022
Director/Audit and Supervisory Committee
and Supervisory Committee
Member (Full-time) of the Company
12/12(current position)[Significant concurrent positions outside the Company]–[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Taizo Yoshida has actively provided advice and supervision based on his knowledge of corporate governance as
Company Auditor and Director who is an Audit and Supervisory Committee Member of the Company, and theCompany believes that he will exercise auditing and supervisory functions in overall management and provide effective
advice as an Audit and Supervisory Committee Member. Accordingly, the Company nominated him again as a
candidate for Director who is an Audit and Supervisory Committee Member.
Dec. 2014
Registered as Attorney at Law, a member of
Osaka Bar Association
Nanako Tamaoki(current position)(September 22, 1988)
Jan. 2015
Joined Yodoyabashi & Yamagami Legal
Professional Corporation
New election(current position)
Outside–Sep. 2020
Registered as Attorney at Law in New York
IndependentState(current position)
Number of years in office[Significant
concurrent
positions outside the Company]–
Attorney at Law, Outside Audit & Supervisory Board Member
of RegCell Co., Ltd.
[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andoutline of expected role]
Although Nanako Tamaoki has never been directly involved in the management of a company in the past except as an
outside officer, the Company believes that she will contribute to the enhancement in auditing and supervisory functions
in overall management and provide effective advice as an Audit and Supervisory Committee Member from her practicalexperience and professional perspective as an attorney at law. Accordingly, the Company nominated her as a candidatefor outside Director who is an Audit and Supervisory Committee Member.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Oct. 2002

3

Notes:

1.
2.

3.
4.

5.

6.

Number of theCompany’s shares
ownedJoined Asahi & Co. (currently KPMG AZSA
LLC)
June
2006
Registeredas Certified Public Accountant
Eriko Fujimura(current position)(March 24, 1980)
Aug. 2023
Retired from KPMG AZSA LLC
New election
Sep. 2023
Representative of Fujimura Certified Public
Outside–Accountant Office
Independent(current position)
Nov. 2023
Joined Bridge Consulting Group Inc.
Number of years in office(current position)–[Significant concurrent positions outside the Company]
Certified Public Accountant, Representative of Fujimura
Certified Public Accountant Office[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andoutline of expected role]
Although Eriko Fujimura has never been directly involved in the management of a company in the past, the Company
believes that she will exercise auditing and supervisory functions in overall management and provide effective advice asan Audit and Supervisory Committee Member from her practical experience and professional perspective as a Certified
Public Accountant. Accordingly, the Company nominated her as a candidate for outside Director who is an Audit andSupervisory Committee Member.
There is no special interest between any of the candidates for Director who is an Audit and Supervisory Committee
Member and the Company.
Nanako Tamaoki and Eriko Fujimura are candidates for outside Director who is an Audit and Supervisory Committee
Member. If their election is approved, the Company plans to submit notification to Tokyo Stock Exchange, Inc. concerning
the designation of them as Independent Director.
The number of years in office shown refers to the terms of office as of the conclusion of this Shareholders Meeting.
If the election of Nanako Tamaoki and Eriko Fujimura is approved, the Company plans to enter into limited liability
agreements with them, in accordance with the provisions of the Company’s Articles of Incorporation. The summary ofthe details of such agreement is as described on page 32 of the Business Report (in Japanese only).
The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers the insured for their liability for damages due to damage compensation and lawsuit expenses. If this proposal isapproved as originally proposed, and the election of each candidate is approved, the candidate will be included as aninsured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.
The summary of the details of such policy is as described on page 31 of the Business Report (in Japanese only).
The name of Nanako Tamaoki in the family register is Nanako Arai.

- 12 -

[Reference] Skills Matrix of the Board of Directors After the Shareholders Meeting (planned)
If all the candidates for Director in this notice are elected as originally proposed, the skills matrix of the Board of
Directors is planned to be as follows:

Name

GenderCorporate
Management

Tax and
Accounting

Legal andGovernance

Human
Resources
Develop-

M&A

Sales andGlobalMarketing

Sustainability

ment
TatsumiKanedaYasumasa
Kishimoto
Yukitoshi
MatsudaDaisakuDirector

Seki
Isao Tamaki
Shinichi
Noguchi
Mitsuru
Sakamoto
Yukihiro
Shida

Director/
Audit andSupervisory
Committee
MemberTaizo
YoshidaNanakoTamaoki
Eriko
Fujimura

Male

〇

Male

〇

〇

Male

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Male

〇

〇

〇

〇

〇

Male

〇

〇

〇

〇

〇

Male

〇

〇

〇

〇

〇

Male

〇

〇

〇

〇

Male

〇

〇

〇

Male

〇

〇

Female〇〇〇〇Female〇- 13 -〇〇

Proposal No. 4

Election of Two (2) Substitute Directors Who Are Audit and Supervisory Committee Members

The Company proposes the election of two (2) substitute Directors who are Audit and Supervisory Committee
Members to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory
Committee Members fall below the number required by laws and regulations.
The Company proposes to elect Yasuhiko Kato as a substitute for Director who is an Audit and Supervisory
Committee Member Taizo Yoshida, and Koji Yoneda as a substitute for outside Directors who are Audit andSupervisory Committee Members Nanako Tamaoki and Eriko Fujimura, subject to the approval and adoption of theelections of Taizo Yoshida to Director who is an Audit and Supervisory Committee Member, and Nanako Tamaoki
and Eriko Fujimura to outside Directors who are Audit and Supervisory Committee Members, in Proposal No. 3“Election of Three (3) Directors Who Are Audit and Supervisory Committee Members.”
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this
proposal.
The candidates for substitute Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary
Mar. 1995

1

2

Notes:

1.
2.
3.

4.

Number of theCompany’s shares
ownedJoined AUTO SEVEN CO., LTD. (currently G7 HOLDINGS Inc.)
Nov. 2013
General Manager of Internal Control Office of
the Company
Yasuhiko Kato–
Apr. 2018
General Manager of Internal Audit Office of the(May 26, 1961)
Company(current position)[Significant concurrent positions outside the Company]–[Reasons for nomination as candidate for substitute Director who is an Audit and Supervisory Committee Member]
Yasuhiko Kato has extensive experience and track record of compliance, risk management and internal control, having
served as General Manager of the Internal Control Office and currently serving as the General Manager of the Internal
Audit Office. The Company believes that he will exercise auditing and supervisory functions in overall management
and provide effective advice as an Audit and Supervisory Committee Member. Accordingly, the Company nominatedhim as a candidate for substitute Director who is an Audit and Supervisory Committee Member.
Apr. 1990
Registered as Attorney at Law, a member ofHyogo Bar Association
Joined Motohara & Tanaka Law Office(currently Tamon Law Office)Koji Yoneda–(current position)(February 17, 1957)
Apr. 2016
President of Hyogo Bar Association[Significant concurrent positions outside the Company]
Outside Corporate Auditor of Nikko Co., Ltd.
[Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member and outline of expected role]
Although Koji Yoneda has never been directly involved in the management of a company in the past except as an
outside officer, the Company believes that he will exercise auditing and supervisory functions in overall management
and provide effective advice as an Audit and Supervisory Committee Member from his professional perspective as an
attorney at law over the years. Accordingly, the Company nominated him as a candidate for substitute outside Director
who is an Audit and Supervisory Committee Member.
There is no special interest between any of the candidates for substitute Director who is an Audit and Supervisory
Committee Member and the Company.
Koji Yoneda is a candidate for substitute outside Director who is an Audit and Supervisory Committee Member.
If Koji Yoneda assumes the office of outside Director who is an Audit and Supervisory Committee Member, the Company
plans to submit notification to Tokyo Stock Exchange, Inc. concerning the designation of him as an Independent Director
as provided for by the aforementioned exchange.
If Koji Yoneda assumes the office of outside Director who is an Audit and Supervisory Committee Member, the Company
plans to enter into a limited liability agreement with him, in accordance with the provisions of the Company’s Articles ofIncorporation. The summary of the details of such agreement is as described on page 32 of the Business Report (inJapanese only).

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5. The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers the insured for their liability for damages due to damage compensation and lawsuit expenses. If each candidate
assumes the office of Director who is an Audit and Supervisory Committee Member, the candidate will be included as aninsured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.
The summary of the details of such policy is as described on page 31 of the Business Report (in Japanese only).

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Proposal No. 5

Determination of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors) to Grant Restricted Shares Thereto

The remuneration amount for Directors (excluding Directors who are Audit and Supervisory Committee Members)of the Company was approved at the 47th Annual Shareholders Meeting held on June 29, 2022 to be no more than¥300 million per year (including an amount of no more than ¥30 million per year for outside Directors).
In order for the Directors (excluding Directors who are Audit and Supervisory Committee Members and outside
Directors, hereinafter “Eligible Directors”) of the Company to share the benefits and risks of stock price fluctuations
with shareholders and to further enhance their willingness to contribute to the rise in stock price and the improvementof corporate value, the Company hereby proposes the allotment of common shares of the Company that are subject
to certain restricted transfer periods and provisions for acquisition by the Company without compensation(“Restricted Shares”) to the Eligible Directors as indicated below.
The Company, therefore, taking into consideration the contribution of the Eligible Directors and other various matters,
the Company proposes to set the total amount of monetary remuneration claims to be paid to the Eligible Directors
as remuneration, etc., related to the Restricted Shares to be no more than ¥10 million per year, in addition to theamount of remuneration, etc., for Directors as stated above. The Company believes that the allotment of Restricted
Shares is appropriate because it is determined by comprehensively considering various matters such as thecontribution level of the Eligible Directors and the policy regarding the determination of the content of remuneration,etc., of Directors (excluding Directors who are Audit and Supervisory Committee Members) (If this proposal isapproved, the Company plans to make changes to such policy to be consistent with the content of this proposal).
The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) is currently
eight (8) (including two (2) outside Directors). If Proposal No. 2 is approved, the number of Directors (excluding
Directors who are Audit and Supervisory Committee Members) will be eight (8) (including two (2) outside Directors).
Specific Details and Limit on Number of Restricted Shares for Eligible Directors
1. Allotment and Payment of Restricted Shares
In accordance with the resolution of the Board of Directors of the Company, the Company shall pay monetary
remuneration claims to the Eligible Directors as remuneration, etc., related to the Restricted Shares within theabove annual amount, and each Eligible Director shall deliver all of the monetary claims paid as remuneration by
way of in-kind contribution in order to receive an allotment of the Restricted Shares.
The amount to be paid for the Restricted Shares shall be determined by the Board of Directors of the Company
based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day
immediately before each date of resolution by the Board of Directors of the Company regarding the issuance ordisposal of the Restricted Shares (if there is no closing price on such date, the closing price on the closest preceding
trading day) within the extent that the amount will not be particularly advantageous to Eligible Directors who
subscribe for the Restricted Shares.
The above monetary remuneration claims shall be paid subject to the Eligible Director agreeing to the above inkind contribution and entering into an agreement on allotment of Restricted Shares that includes the details set
forth in 3. below.
2. Total Number of Restricted Shares
The total number of Restricted Shares to be allotted to Eligible Directors shall be 20,000 shares, which shall be
the limit of Restricted Shares to be allotted in each fiscal year.
However, if, on or after the date of resolution of this proposal, the Company performs a share split (including
allotment of shares without contribution) or a consolidation of shares of its common shares, or any other reason
arises necessitating an adjustment to the total number of the Restricted Shares to be allotted, the relevant total
number of Restricted Shares may be reasonably adjusted.
3. Provisions of Agreement on Allotment of Restricted Shares
Upon the allotment of the Restricted Shares, agreements on the allotment of Restricted Shares to be entered into
between the Company and the Eligible Directors to whom the Restricted Shares are allotted based on the resolution
by the Board of Directors of the Company shall include the following provisions.
(1) Details of Transfer Restrictions- 16 -

Eligible Directors who have received an allotment of Restricted Shares shall not transfer, pledge, create asecurity interest on, make a living donation or bequest, or otherwise dispose of the Restricted Shares allotted to
the Eligible Directors (“Allotted Shares”) to a third party during the period from the date of delivery of the
Restricted Shares to the date of retirement from the any of the position of Director of the Company or its
subsidiaries (“Restriction Period”). The restrictions described in the preceding sentence will hereinafter becollectively referred to as the “Transfer Restrictions.”(2) Acquisition of Restricted Shares Without Compensation
If the Eligible Director who has received an allotment of Restricted Shares retires from any of the position of
Director of the Company or its subsidiaries by the day before the first Annual Shareholders Meeting of theCompany to be held after the commencement date of the Restriction Period, the Company shall automaticallyacquire such Allotted Shares without compensation, unless there is a reason the Board of Directors of theCompany deems justifiable.
If any of such Allotted Shares on which the Transfer Restrictions have not been lifted in accordance with theprovisions for reasons for lifting of Transfer Restrictions set forth in (3) below as of the time of the expirationof the Restriction Period set forth in (1) above, the Company shall automatically acquire such Allotted Shares
without contribution.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions on all of the Allotted Shares at the time of expiration of the
Restriction Period, on the condition that the Eligible Director, who was allocated Restricted Shares, hasremained in any of the position of Director of the Company or its subsidiaries from the commencement date of
the Restriction Period until the date of the first Annual Shareholders Meeting of the Company to be held
thereafter.
However, if the relevant Eligible Director retires from any of the position of Director of the Company or its
subsidiaries by the day before the first Annual Shareholders Meeting of the Company to be held after thecommencement date of the Restriction Period due to the reason deemed justifiable by the Board of Directors of
the Company, the Company shall rationally adjust the number of the Allotted Shares on which the Transfer
Restrictions are to be lifted and the timing of lifting as needed.
(4) Treatment During Reorganization, etc.
If, during the Restriction Period, proposals relating to a merger agreement in which the Company is thedisappearing company, a share exchange agreement or share transfer plan in which the Company becomes awholly owned subsidiary, or other reorganization, etc. are approved at the Company’s Shareholders Meeting (orat its Board of Directors in cases where approval at the Company’s Shareholders Meeting is not required inrelation to the reorganization, etc.), the Company shall lift the Transfer Restrictions on the Allotted Shares with
the number of shares that is reasonably determined considering the period from the commencement date of the
Restriction Period to the date of approval of the reorganization, etc. prior to the date on which the reorganization,etc. becomes effective, by resolution of the Board of Directors of the Company.
In these cases, the Company shall automatically acquire without compensation the Allotted Shares on which theTransfer Restrictions have not been lifted as of the time immediately after the Transfer Restrictions were liftedin accordance with the provisions above.
(Reference)
The Company plans to allot the same Restricted Shares as described above to the Directors of the Company’s
subsidiaries after the conclusion of this meeting.

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