This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9790
June 8, 2021
To Shareholders with Voting Rights:
Harukatsu Hayashi
Representative Director and President
FUKUICOMPUTER HOLDINGS, Inc
1-2501 Takagi-chuo, Fukui-shi, Fukui, JapanNOTICE OF
THE 42nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 42nd Annual General Meeting of Shareholders of FUKUICOMPUTERHOLDINGS, Inc (the “Company”) will be held as described below.
Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders,and exercise your voting rights by no later than Thursday, June 24, 2021, 6:00 p.m. Japan time inaccordance with the following guidance.
1. Date and Time:

Friday, June 25, 2021 at 11:00 a.m. Japan time

2. Place:

8th floor of AOSSA, Fukui Prefecture Kenmin Hall
1-4-1 Teyose, Fukui-shi, Fukui, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 42nd Fiscal Year (April 1, 2020 - March 31, 2021) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 42nd Fiscal
Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors (Excluding Directors Who Are Audit andProposal 2:
Supervisory Committee Members)○ When attending the meeting, please submit the enclosed voting rights exercise form at the receptiondesk.
○ Of the documents attached to this Notice, “Consolidated Statement of Changes in Equity” and “Notes
to Consolidated Financial Statements” as well as “Non-consolidated Statement of Changes in Equity”
and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website(https://www.fukuicompu.co.jp/) in accordance with provisions of laws and regulations as well as Article
18 of the Articles of Incorporation and therefore are not provided in the documents attached to thisNotice.
Accordingly, the documents attached to this Notice are part of the Consolidated Financial Statements
and Non-consolidated Financial Statements that were audited by the Accounting Auditor and the Audit
and Supervisory Committee in preparing the Accounting Auditor’s Report and the Audit Report,-1-respectively.
○ Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements, the Consolidated Financial Statements or the
Non-consolidated Financial Statements will be posted on the Company’s website(https://www.fukuicompu.co.jp/).

-2-

Guide to Exercising Voting Rights
Exercising voting rights in writing
Please indicate your approval or disapproval of the proposals on the enclosed voting form and returnit to us so that it arrives by the exercise deadline.
Exercise deadline: To arrive by 6:00 p.m. on Thursday, June 24, 2021
Exercising voting rights via the Internet
Please refer to the “Guide to Exercising Voting Rights via the Internet, etc.” on the next page,access the website for exercising voting rights, and enter your approval or disapproval by theexercise deadline.
To exercise your voting rights via smartphone, please use the “Smart Exercise” function.
Exercise deadline: 6:00 p.m. on Thursday, June 24, 2021
Exercise of voting rights by attending the meeting in person
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Date and Time of the General Meeting of Shareholders: 11 a.m. on Friday, June 25, 2021
(Reception starts at 10 a.m.)- If you exercise your voting rights both in writing and via the Internet, etc., we will treat the exercise via
the Internet, etc. as a valid exercise of your voting rights. If you exercise your voting rights more thanonce via the Internet, etc., we will treat the last exercise as a valid exercise of your voting rights.
- Internet-related costs (connection fees, communication fees, etc.) shall be borne by the shareholder.
- You may not be able to use the voting rights exercise website depending on your Internet environment, theservices you subscribe to or the model you use.

-3-

Guide to Exercising Voting Rights via the Internet, etc.
How to read a QR code
“Smart Exercise”
You can log in to the voting website without entering your voting code and password.
1.

Please scan the QR code on the bottom right corner of the voting form.

2.

After that, please follow the on-screen instructions to indicate your vote for or against the proposals.
- “Approve” all Company proposals- Vote on each proposal individually

You may exercise your voting rights only once using the “Smart Exercise” function.
If you wish to change the details of your vote after exercising your voting rights, please log in and exercise
your voting rights again by entering the “Voting Code” and “Password” indicated on the Voting Rights
Exercise Form in accordance with the “How to enter the Voting Code and Password for exercising voting
rights” shown on the right.
* If you scan the QR code again, you can access the website for exercising voting rights shown on the right.
* QR code is a registered trademark of DENSO WAVE INCORPORATED.

How to enter the Voting Code and Password for exercising voting rights
Voting rights exercise website:
https://www.web54.net
1.
2.
3.

4.

Access the voting rights exercise website and click “Continue”.
Please enter the “Voting Code” shown on the lower left-hand side of the back of the Voting Rights
Exercise Form and click “Login”.
Please enter the “Password” indicated on the lower left-hand side of the back of the Voting Rights
Exercise Form.
Enter the “Initial Password,” and then set a new password that you will actually use.
Click “Register.”
After that, please follow the on-screen instructions to indicate your vote for or against the proposals.

For inquiries regarding the exercise of voting rights via the Internet
If you have any questions regarding the exercise of voting rights via the internet, please contact the following.
Securities Agent Web Support Hotline, Sumitomo Mitsui Trust Bank Limited

Telephone: 0120-652-031 (toll free) Business hours: 9:00 a.m. to 9:00 p.m.
For other inquiries, including requests for forms, please contact 0120-782-031 (toll free).
Business hours: 9:00 a.m. to 5:00 p.m.

To Institutional Investors
You may also exercise your voting rights electronically via the “Platform for Electronic Voting Rights
Exercise” operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We would like to appropriate our surplus as follows.
Matters concerning year-end dividend
Our basic dividend policy is to distribute dividends, emphasizing the return of profits to our shareholders.
Concerning the year-end dividend for the fiscal year under review, we would like to pay an ordinary
dividend of 50 yen per share as follows.
(1) Type of dividend property
Cash(2) Matters concerning allotment of dividend property and total amount thereof
50 yen per share of common stock of the Company for a total dividend amount of 1,033,770,200 yen(3) Effective date of distribution of surplus
June 28, 2021

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Proposal 2:

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply in this proposal) will expire at the conclusion ofthis General Meeting of Shareholders.
Accordingly, the Company proposes the election of seven (7) Directors, including one (1) Outside
Director. Please refer to page 15 for the opinion of the Audit and Supervisory Committee regarding this
proposal.
The candidates for Director are as follows.
No.

Name

1

Harukatsu Hayashi

2

Koichi Sato

3

Current positions at the Company
Representative Director and President[Reappointment]

Director[Reappointment]

Akira Hashimoto

Director
General Manager, Corporate Administration
Headquarters[Reappointment]

4

Tadashi Sugita

Director[Reappointment]

5

Makoto Hori

Director and Chairman[Reappointment]

6

Seiichiro Hori

Director[Reappointment]

Outside Director[Reappointment][Outside][Independent]

7

Akinori Nomura[Reappointment] Candidate for reappointment as Director[Outside]

Candidate for Outside Director[Independent]

Independent Director stipulated by the rules of the stock exchange

-6-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
July 1989
April 1998
April 1999
April 2004
June 2005
April 2007
June 2010

Harukatsu Hayashi(March 10, 1961)

July 2012[Reappointment]
1[Attendance at theBoard of Directors
meetings]
11/11

June 2013
July 2013
November 2017

Joined the Company
General Manager, President’s Office, the Company
General Manager, Accounting Division, General
Manager, Accounting Department, and General
Manager, Finance Department, the Company
General Manager, Accounting Division andGeneral Manager, Accounting Department, theCompany
Executive Officer, General Manager, Accounting
Division, and General Manager, Accounting
Department, the Company
Executive Officer, General Manager, Accounting
Division, and General Manager, Finance
Department, the Company
Director, General Manager, Accounting Division,and General Manager, Finance Department, theCompany
Audit & Supervisory Board Member,
FUKUICOMPUTER ARCHITECT, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER, Inc
Representative Director and President,
FUKUICOMPUTER ARCHITECT, Inc
Director, the Company
Director, FUKUICOMPUTER SMART, Inc
Representative Director and President, theCompany (to present)
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER.COM, Inc

Number ofshares of theCompany held

21,300[Significant concurrent positions]―[Reason for nomination as a candidate for Director]
Mr. Harukatsu Hayashi has a wealth of experience and knowledge in administration and business management,
having served in positions responsible for administrative divisions of the Company, such as General Manager of
the President’s Office and General Manager of Accounting Division, as well as Director of the Company and
Representative Director and President of FUKUICOMPUTER ARCHITECT, Inc. The Company has nominatedhim as a candidate for Director since it believes that he can make use of his experience and knowledge todemonstrate strong leadership in smoothly operating business and strengthening the governance structure of theGroup.

-7-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1998
October 2007
February 2008
April 2012
July 2012
November 2017

Koichi Sato
(December 16, 1963)
2[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

Joined the Company
General Manager, Kansai Office, the Company
Executive Officer and General Manager, Kansai
Office, the Company
Executive Officer and General Manager, SalesManagement Division, the Company
Director and General Manager, Sales
Headquarters, FUKUICOMPUTER ARCHITECT,
Inc
Director, the Company (to present)
Representative Director and President,
FUKUICOMPUTER ARCHITECT, Inc (topresent)
Director, FUKUICOMPUTER, Inc (to present)
Director, FUKUICOMPUTER SMART, Inc (topresent)
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc(to present)

Number ofshares of theCompany held

4,000

[Significant concurrent positions]・ Representative Director and President, FUKUICOMPUTERARCHITECT, Inc・ Director, FUKUICOMPUTER, Inc・ Director, FUKUICOMPUTER SMART, Inc・ Director, FUKUICOMPUTER SYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Koichi Sato has served in the sales division since joining the Company, and possesses a wide range of
operational experience and knowledge. He is currently the Representative Director and President of
FUKUICOMPUTER ARCHITECT, Inc, leading the company as a whole and playing a central role inpromoting architecture-related businesses. The Company has nominated him as a candidate for Director since it
believes that he can utilize his experience and achievements in the business management of the Group.

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1990
April 2001
June 2001
June 2005
April 2006
April 2011
July 2012
April 2013
July 2013
June 2016
November 2017

Akira Hashimoto(April 28, 1964)
3[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

January 2018
June 2020

Joined the Company
General Manager, Sales Planning Division, theCompany
Executive Officer and General Manager, Sales
Planning Division, the Company
Director and General Manager, Sales Planning
Division, the Company
Director, General Manager, CAD Promotion
Division, and General Manager, Support Center,
the Company
Director and General Manager, CS/CRM Business
Division, the Company
Director, General Manager, Business Promotion
Division, and General Manger, Customer Support
Center, FUKUICOMPUTER, Inc
Director and General Manger, Customer Support
Center, FUKUICOMPUTER, Inc
Representative Director and President,
FUKUICOMPUTER SMART, Inc
Executive Officer and General Manager in chargeof Sales Headquarters, FUKUICOMPUTER, Inc
Director, General Manager, Corporate
Administration Headquarters, the Company (topresent)
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER ARCHITECT, Inc (topresent)
Audit & Supervisory Board Member,
FUKUICOMPUTER, Inc (to present)
Audit & Supervisory Board Member,
FUKUICOMPUTER SMART, Inc (to present)
Audit & Supervisory Board Member,
FUKUICOMPUTER SYSTEM, Inc (to present)

Number ofshares of theCompany held

3,800

[Significant concurrent positions]・ Audit & Supervisory Board Member, FUKUICOMPUTERARCHITECT, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER
SMART, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTERSYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Akira Hashimoto has been involved in sales planning, promotion, support services and business management
operations, and has experience and extensive knowledge in the various divisions of the Group through serving as
Directors of Group companies. He is also responsible for audit and supervision of the management as Audit &Supervisory Board Member of Group companies. The Company has nominated him as a candidate for Director since
it believes that he can contribute to future business management of the Group.

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
November 1987
April 1998
April 2004
October 2006
April 2011
April 2012

June 2012
July 2012
Tadashi Sugita(July 14, 1964)
4

June 2016
April 2018

[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

June 2019
June 2020

Joined the Company
General Manager, Kyushu Office, the Company
Executive Officer and General Manager, Chubu
Office, the Company
Executive Officer and General Manager in chargeof Civil Engineering, the Company
Executive Officer and General Manager, Civil
Engineering and Surveying Sales Management
Division, the Company
Executive Officer, General Manager, Sales
Headquarters, and General Manager, Civil
Engineering and Surveying Sales Management
Division, the Company
Director, the Company
Representative Director and President,
FUKUICOMPUTER, IncManaging Executive Officer, the Company
Representative Director and President,
FUKUICOMPUTER, Inc (to present)
Director, FUKUICOMPUTER ARCHITECT,Inc (to present)
Director, FUKUICOMPUTER SMART, Inc (topresent)
Director, the Company (to present)
Director, FUKUICOMPUTER SYSTEM, Inc(to present)

Number ofshares of theCompany held

12,900[Significant concurrent positions]・ Representative Director and President, FUKUICOMPUTER, Inc・ Director, FUKUICOMPUTER ARCHITECT, Inc・ Director, FUKUICOMPUTER SMART, Inc・ Director, FUKUICOMPUTER SYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Tadashi Sugita has served in the sales division since joining the Company, and possesses a wide range of
operational experience and management knowledge. He is currently the Representative Director and Presidentof FUKUICOMPUTER, Inc, leading the company as a whole and playing a central role in promoting civilengineering and surveying-related businesses. The Company has nominated him as a candidate for Director
since it believes that he can utilize his experience and achievements in the business management of the Group.

- 10 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
July 1969
October 1969

Makoto Hori
(May 8, 1937)
5[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

Registered as Certified Public Accountant
Established DAITEC Co., Ltd., Representative
Director and President
September 1991 Established Incorporated Foundation The Hori
Information Science Foundation (currently
Public Interest Incorporated Foundation The
Hori Sciences & Arts Foundation), Board Chair(to present)
April 2000
Representative Director and Chairman, DAITEC
Co., Ltd.
July 2006
Representative Director and Chairman, DAITEC
Holding Co., Ltd. (currently ASSETMANAGEMENT Inc.)
June 2010
Outside Director, the Company
February 2011
Outside Director and Advisor, the Company
June 2012
Outside Director and Chairman, the Company
October 2012
Representative Director and President, DAITEC
Holding Co., Ltd.
April 2016
Representative Director and Chairman, DAITEC
Holding Co., Ltd.
June 2017
Representative Director and President, DAITEC
Holding Co., Ltd.
December 2017 Representative Director and President, ASSETMANAGEMENT Inc. (to present)
June 2018
Director and Chairman, the Company (topresent)
June 2019
Director and Chairman, DAITEC Holding Co.,Ltd.
April 2020
Representative Director and Chairman,
DAITEC Co., Ltd. (to present)
June 2020
Representative Director and Chairman,
DAITEC Holding Co., Ltd. (to present)

Number ofshares of theCompany held―

[Significant concurrent positions]・ Representative Director and President, ASSET MANAGEMENT
Inc.
・ Representative Director and Chairman, DAITEC Holding Co., Ltd.
・ Representative Director and Chairman, DAITEC Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Makoto Hori has been engaged in the management of multiple companies and has a wealth of experience incorporate management. The Company has nominated him as a candidate for Director since it believes that hecan make use of his experience to provide recommendations on the overall management of the Company andthereby strengthen the governance structure of the Group.

- 11 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
December 1989
December 1993
December 2006
October 2009
January 2011
April 2016
November 2017

Seiichiro Hori
(February 19, 1965)
6[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

December 2017
June 2018
June 2019
April 2020

Joined DAITEC Co., Ltd.
Director, DAITEC Co., Ltd.
Senior Managing Director, DAITEC Co., Ltd.
Representative Director and President, DAITEC
Holding Co., Ltd. (currently ASSETMANAGEMENT Inc.)
Outside Director, the Company
Executive Vice President, DAITEC Holding Co.,Ltd.
Senior Managing Director, DAITEC Holding Co.,Ltd.
Director, ASSET MANAGEMENT Inc. (topresent)
Director, the Company (to present)
Representative Director and President,
DAITEC Co., Ltd. (currently DAITEC Holding
Co., Ltd.) (to present)
Director, DAITEC Co., Ltd. (to present)

Number ofshares of theCompany held―

[Significant concurrent positions]・ Director, ASSET MANAGEMENT Inc.
・ Representative Director and President, DAITEC Holding Co., Ltd.
・ Director, DAITEC Co., Ltd.

[Reason for nomination as a candidate for Director]
Mr. Seiichiro Hori has been engaged in the management of multiple companies and has a wealth of experiencein corporate management. The Company has nominated him as a candidate for Director since it believes that hecan make use of his experience to provide recommendations on the overall management of the Company andthereby strengthen the governance structure of the Group.

- 12 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1982
April 1990
January 1992
December 1996
April 2006

7

Akinori Nomura(October 17, 1959)

April 2016
June 2017[Reappointment][Outside][Independent]

June 2019
April 2020

[Attendance at theBoard of Directors
meetings]
10/11

June 2020

Number ofshares of theCompany held

Joined DAITEC Co., Ltd.
General Manager, Kanto Second Sales Office,CAD Business Headquarters, DAITEC Co., Ltd.
General Manager, Sales Promotion Office, CAD
Business Headquarters, DAITEC Co., Ltd.
Director and General Manager, CAD Sales
Promotion Division, DAITEC Co., Ltd.
Managing Director and General Manager, Package
Software Business Division, DAITEC Co., Ltd.
Vice President, DAITEC Holding Co., Ltd.
Managing Director, DAITEC Co., Ltd. (currently
DAITEC Holding Co., Ltd.)
Outside Director, the Company (to present)
Representative Director and President,
DAITEC Co., Ltd. (to present)
Director, DAITEC Holding Co., Ltd. (topresent)―[Significant concurrent positions]・ Director, DAITEC Holding Co., Ltd.
・ Representative Director and President, DAITEC Co., Ltd.

[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Mr. Akinori Nomura is the Representative Director and President of DAITEC Co., Ltd., and possesses a wide
range of operational experience and management knowledge, including through his involvement in the
management of a business related to the development and provision of a cloud service for the housing industry.
The Company has nominated him as a candidate for Outside Director since it believes that he can make use of
his management perspective related to the cloud business, which has potential for growth in the future, in thebusiness management of the Group. After his appointment, we expect that he will be in charge of making
decisions on important management matters and supervising business execution based on his knowledge andperspective on management.
Notes: 1. The Company conducts office lease transactions with DAITEC Co., Ltd., of which Mr. Makoto
Hori serves as Representative Director and Chairman, Mr. Seiichiro Hori serves as Director, and
Mr. Akinori Nomura serves as Representative Director and President, and FUKUICOMPUTERARCHITECT, Inc, a consolidated subsidiary of the Company, has a business partnership withDAITEC Co., Ltd. regarding cloud computing services for building contractors. There are no
special interests between the other candidates and the Company.
2. If the election of Director candidates Mr. Makoto Hori and Mr. Seiichiro Hori is approved, theCompany plans to appoint them as Directors who do not execute business. Mr. Makoto Hori
concurrently serves as Representative Director and President of ASSET MANAGEMENT Inc., amajor shareholder of the Company, and Mr. Seiichiro Hori concurrently serves as Director of thesame company.
3. Mr. Akinori Nomura is a candidate for Outside Director.
4. Mr. Akinori Nomura is currently an Outside Director of the Company, and his term of office will
be two (2) years at the conclusion of this General Meeting of Shareholders.
5. Mr. Akinori Nomura satisfies the requirements for Independent Directors as stipulated by the
Tokyo Stock Exchange and the “Criteria for Independence of Independent Directors” stipulated by
the Company, and the Company has designated him as an Independent Director and notified the
Exchange of his designation. If his reappointment is approved, the Company plans to maintain his- 13 -

designation as an Independent Director. For the “Criteria for Independence of Independent
Directors,” please refer to page 15.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company that insures all Directors. Under the said insurance contract, damage caused asa result of the insured Directors and officers assuming responsibilities regarding the execution of
their duties or receiving claims pertaining to the pursuit of such responsibilities shall be covered.
However, there are certain exemptions. For example, damage caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not becovered. In addition, the premiums are paid by the Company, including riders. Therefore, theinsured parties do not bear the actual premiums. Each candidate will be included as the insured
under the relevant insurance policy, which is scheduled to be renewed with the same conditions
during the term of office.

- 14 -

Opinion of the Audit and Supervisory Committee
The Audit and Supervisory Committee has discussed the election and compensation of the Company’s
Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same
shall apply), including the confirmation of the discussion that took place at the Nomination and Compensation
Committee. The Company has determined that each of the candidates are qualified as a candidate for Director
based on an evaluation of the status of their business execution, business performance and other factors during
the fiscal year under review. In addition, with regard to the compensation of Directors, the Company believes
that the content of the compensation, etc. is appropriate, having confirmed the compensation structure,
specific method of calculating compensation, and other matters.

Criteria for Independence of Independent Directors
To protect general shareholders, the Company has established the criteria for the independence ofIndependent Directors as follows, and appoints Independent Directors from among those who aredetermined to be independent in light of the criteria.
1. A person is not currently an executive (Note 1) of the Group (the Company and its consolidated
subsidiaries) nor had not been an executive thereof in the past ten years.
2. The person him/herself does not currently fall nor in the past three years had fallen under any of
the following:(1) An executive of a major business partner (Note 2) of the Group.
(2) An executive of a major lender (Note 3) to the Group.
(3) A consultant, an accounting professional, such as a certified public accountant, or a legal
professional, such as an attorney, who receives a significant amount of money or other property(Note 4) from the Group other than as director compensation (in the case of an organization,such as a legal entity or a partnership, a person who belongs to such organization).
(4) A person from a company that has a relationship of reciprocal appointment of outside officers(Note 5) with the Company.
(5) A person who has received a significant amount of donations (Note 6) from the Group (in thecase of an organization, such as a legal entity, an executive of such organization).
3. A spouse or a relative within the second degree of kinship does not fall under either 1. or 2. above.
Notes: 1. An “executive” refers to an executive director, corporate officer, executive officer, manager orother employees.
2. A “major business partner” refers to a business partner that received a payment from the Groupequivalent to 2% or more of consolidated net sales of said business partner in the most recent
business year, or a business partner that made a payment to the Group equivalent to 2% or moreof consolidated net sales of the Group in the most recent business year.
3. A “major lender” is a financial institution that lends money to the Group in an amountequivalent to 2% or more of consolidated total assets of the Group.
4. A “significant amount of money or other property” refers to money and/or property that, in theaggregate, amount to 10 million yen or more per business year.
5. A “reciprocal appointment of outside officers” refers to cases where a person from the Group
serves as an outside officer of another company, while at the same time a person from suchcompany serves as an outside officer of the Company.
6. A “significant amount of donations” refers to donations in an average amount of 10 million yen
per year over the past three business years or 30% of the organization’s total annual expenses,
whichever is greater.
.

- 15 -