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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 1814
June 6, 2022
To our shareholders:Kazunori Murao, President & Representative Director
DAISUE CONSTRUCTION CO., LTD.
2-5-28 Kyutaro-machi, Chuo-ku, Osaka-shi, Osaka

Notice of the 76th Annual General Meeting of Shareholders
Please be notified that the 76th Annual General Meeting of Shareholders of DAISUE CONSTRUCTION CO.,LTD. (the “Company”) will be held as indicated below.
If you do not wish to attend 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 andexercise your voting rights by 5:30 p.m. on Thursday, June 23, 2022 (JST).
1. Date and Time: Friday, June 24, 2022, at 10:00 a.m. (JST)(The venue opens at 9:00 a.m.)
2. Venue:
9th floor Conference Room, Head Office of the Company
2-5-28 Kyutaro-machi, Chuo-ku, Osaka-shi, Osaka
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and the Consolidated Financial Statements for the 76th fiscal year (from April 1, 2021 toMarch 31, 2022), and report by the Financial Auditor and the Audit and Supervisory Committee on the
results of audits of the Consolidated Financial Statements.
2. The Non-consolidated Financial Statements for the 76th fiscal year (from April 1, 2021 to March 31, 2022)
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Eight Directors (Excluding Directors serving on the Audit and Supervisory
Committee)
Proposal No. 3:
Election of Three Directors serving on the Audit and Supervisory Committee
Proposal No. 4:
Election of One Substitute Director serving on the Audit and Supervisory Committee
Proposal No. 5:
Determination of Remuneration for Performance-based Equity Compensation Plan for
Directors- If you attend the meeting in person, please submit the enclosed voting form at the reception desk.
- Of the documents attached to this Notice, based on laws and regulations and in accordance with the provisions of the Company’s
Articles of Incorporation, the items below are provided on the Company’s website (https://www.daisue.co.jp/) (in the Japanese
language only) and are therefore not included in the attachments to this Notice of the General Meeting of Shareholders.
1. Consolidated Statement of Changes in Equity
2. Non-consolidated Statement of Changes in Equity
3. Notes to the Consolidated Financial Statements
4. Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory
Committee in preparing their audit report and by the Financial Auditor in preparing its financial audit report include, in addition to
the contents of the documents herein attached, items to be presented as the Consolidated Statement of Changes in Equity, Nonconsolidated Statement of Changes in Equity, Notes to the Consolidated Financial Statements, and Notes to the Non-consolidated
Financial Statements.
- If any revisions are made to the contents of the Business Report, the Consolidated Financial Statements, the Non-consolidated
Financial Statements or the Reference Documents for the General Meeting of Shareholders, the revisions will be posted on the
Company’s website (https://www.daisue.co.jp/).

-1-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
1. Reasons for the Proposal
Since a system for providing informational materials for the general meeting of shareholders in electronic
format will be introduced in accordance with the enforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (ActNo. 70 of 2019) on September 1, 2022, the Company proposes to make the following changes to its Articles
of Incorporation.
(1)
Since the provisions for Internet Disclosure and Deemed Delivery of Reference Documents for the General
Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer berequired, they will be deleted and provisions for Measures, etc., for Providing Information in Electronic
Format (Article 16 of the “Proposed amendments”) will be newly established.
(2)
Article 16, paragraph 1 in “Proposed amendments” will establish the provision to the effect that theCompany will take measures for providing information that constitutes the content of Reference
Documents for the General Meeting of Shareholders, etc., in electronic format, and Article 16, paragraph 2
in “Proposed amendments” will establish the provision to limit the scope of the items to be stated in thepaper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents.
(3)
Accompanying the aforementioned amendments, supplementary provisions regarding the effective date,etc. will be established.
2. Details of the Amendments
The details of the amendments are as follows:(Underlined sections indicate amended parts.)
Current Articles of Incorporation

Proposed amendments(Internet Disclosure and Deemed Delivery of Reference
Documents for the General Meeting of
Article 16 The Company may, when convening a general
meeting of shareholders, deems to have provided
shareholders with information with respect tomatters that is to be stated or presented in thereference documents for the general meeting ofshareholders, business report, financial
statements and consolidated financial statements
by disclosing those by way of using theinternet in accordance with the provisions
prescribed by the Ministry of Justice Order.

<Newly established><Deleted>(Measures, etc. for Providing Information in Electronic
Format)Article 16
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

-2-Current Articles of Incorporation<Newly established>

Proposed amendments(Supplementary Provisions)
Article 1
1. The amendment to the Articles of Incorporation
pertaining to Article 16 shall be effective from
September 1, 2022, which is the date of enforcement of
the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from thedate of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-3-

Proposal No. 2:

Election of Eight Directors (Excluding Directors serving on the Audit and Supervisory
Committee)
The terms of office of all eight Directors (excluding Directors serving on the Audit and Supervisory Committee;
the same applies in this proposal) will expire upon the conclusion of this General Meeting of Shareholders.
Accordingly, the Company hereby requests the appointment of eight Directors.
A review by the Audit and Supervisory Committee found no matters requiring special mention.
The candidates for the positions are as follows:

Candidate
No.

Name

Position

1

Kazunori Murao

Reappointed

2
3
4

Hidehiro Gokon
Motohiro Kataoka
Koichiro Tsuru

5

Kunihiro Kamiya

6

Tetsu Sato

7

Hiroki Nakashotani

8Harumi Isowa

Reappointed
Reappointed
Reappointed
Reappointed
OutsideIndependent
Reappointed
Outside
Newly appointed
Outside
Newly appointed
OutsideIndependent
FemaleNumber of Board of
Directors meetings
attendedPresident & Representative Director,
Executive President
Director, Executive Vice President
Director, Managing Executive Officer
Director, Executive Officer

16/16
16/16
16/16
11/11

Outside Director

16/16

Outside Director

15/16

–

–

–

–

Note: Koichiro Tsuru’s number of Board of Directors meetings attended refers to meetings held after June 25, 2021.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
Apr. 2010
Apr. 2012

Kazunori Murao(January 24, 1965)
Reappointed
1

Apr. 2013
Apr. 2015
June 2015
Apr. 2018
Apr. 2019
Apr. 2020

Apr. 2022

2

Joined the Company
Leader of West Japan Technology Group
General Manager of Building Work
Department, Osaka Head Office
Executive Officer
General Manager of Osaka Head Office and in
charge of Nagoya Branch
Director
Managing Executive Officer
General Manager of Tokyo Head Office
President & Representative Director (current
position)
Executive President (current position)
General Manager of DX Promotion Division(current position)

Number of theCompany’s shares
owned

9,864 shares[Reasons for appointment]
Kazunori Murao has a wealth of experience and advanced knowledge relating to the Company’s operations through hisservice as President & Representative Director. In addition, he has been engaged in corporate management as a Directorof the Company since 2015, appropriately fulfilling his duties. Therefore, the Company considers him suitably qualified
as a Director of the Company and has nominated him once again as a candidate for Director.
July 1987
Joined the Company
Mar. 2009
General Manager of Tokyo Construction
Business Department, Construction Business
Division
Apr. 2009
Executive Officer
Deputy General Manager of Construction
Business Division
Apr. 2010
General Manager of Tokyo Construction
Business Department
Apr. 2012
General Manager of Construction Sales
Department, Tokyo Head OfficeHidehiro Gokon(June 15, 1960)
Apr. 2013
General Manager of Osaka Head Office, in
4,301 sharescharge of Nagoya Branch, and General
Reappointed
Manager of Development Business
Department, Osaka Head Office
June 2013
Director (current position)
Apr. 2015
General Manager of Tokyo Head OfficeJan. 2019
Managing Executive Officer
Apr. 2019
General Manager of Osaka Head Office(current position) and in charge of Nagoya
BranchApr. 2020
Executive Vice President (current position)
In charge of Sales Headquarters and Managerof the Sales Headquarters[Reasons for appointment]
Hidehiro Gokon has a wealth of experience and advanced knowledge relating to the Company’s operations, having
been in charge of units such as the sales department. In addition, he has been engaged in corporate management as a
Director of the Company since 2013, appropriately fulfilling his duties. Therefore, the Company considers him suitably
qualified as a Director of the Company and has nominated him once again as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Jan. 2015
May 2018

Motohiro Kataoka(August 11, 1965)

June 2019
Apr. 2020

Reappointed
3

4Apr. 2022

Joined The Sanwa Bank, Limited (current
MUFG Bank, Ltd.)
General Manager of Tamatsukuri Branch Office
Executive Officer of the Company
In charge of Management Strategy Department(current position) and CSR Promotion OfficeDirector (current position)
In charge of Audit & Supervisory Department
and Start-up Strategy Department (current
position)Managing Executive Officer (current position)
In charge of DX Promotion Department(current position), in charge of Systems
Department (current position), and in charge ofSales Promotion Department (current position)

Number of theCompany’s shares
owned

2,778 shares[Reasons for appointment]
Motohiro Kataoka has broad financial knowledge and a wealth of experience gained through his service at a financial
institution. As a Director of the Company since 2019, he has been in charge of Management Strategy Department, etc.,
appropriately fulfilling his duties. Therefore, the Company considers him suitably qualified as a Director of theCompany and has nominated him once again as a candidate for Director.
Apr. 1988
Joined the Company
Mar. 2010
General Manager of Tokyo Renewal Business
Department
Apr. 2013
Executive Officer, General Manager ofConstruction Sales Department, Tokyo Head
OfficeKoichiro Tsuru(October 6, 1963)
Oct. 2017
Executive Officer, General Manager of
3,191 shares
Building Work Department, Tokyo Head Office
Reappointed
Apr. 2020
Executive Officer, General Manager of Tokyo
Head Office (current position) and Deputy
General Manager of Sales Division
June 2021
Director (current position)
Apr. 2022
In charge of Design Department (current
position)[Reasons for appointment]
Koichiro Tsuru has a wealth of experience and advanced knowledge relating to the Company’s operations, having beenin charge of units such as the sales department. In addition, he has been engaged in corporate management as an
Executive Officer and General Manager of Tokyo Head Office since 2020 and as a Director since 2021, appropriately
fulfilling his duties. Therefore, the Company considers him suitably qualified as a Director of the Company and has
nominated him once again as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1968
Apr. 1999
Apr. 2000
June 2002

5

Number of theCompany’s shares
ownedJoined Hitachi, Ltd.
General Manager of Accounting Center
General Manager of Financial Department
COO of Information and Communication
Group and General Manager of E–Solution
Promotion Division
Oct. 2004
Representative Director and Chairman of
Hitachi-Omron Terminal Solutions, Corp.
Mar. 2007
Resigned as Representative Director andChairmanJune 2007
Director of Hitachi Maxell, Ltd. (currently
Maxell Holdings, Ltd.), and Chair of the Audit
Group
Kunihiro Kamiya
Oct. 2008
Member of the Accounting Board of Japan(August 16, 1944)
Audit & Supervisory Board Members
4,944 shares
Association
Reappointed
June 2009
Expert Committee Member of the Fundamental
OutsideMatters Examination Committee
Independent
June 2010
Resigned as Director of Hitachi Maxell, Ltd.
(currently Maxell Holdings, Ltd.)
Oct. 2010
Resigned as Expert Committee Member of theFundamental Matters Examination Committee
and Member of the Accounting Board of Japan
Audit & Supervisory Board Members
Association
June 2011
Outside Audit & Supervisory Board Member ofAnritsu Corporation
June 2014
Outside Director of the Company (current
position)
June 2015
Resigned as outside Audit & Supervisory Board
Member of Anritsu Corporation[Reasons for appointment and outline of expected role]
Kunihiro Kamiya has a wealth of experience and broad insight as a manager through his duties as a director and audit &supervisory board member of other companies, and has been appropriately performing his duties as an outside Directorof the Company since 2014. Therefore, the Company considers him suitably qualified as an outside Director of theCompany and has nominated him once again as a candidate for an outside Director. If he is reappointed, he will be
involved as a chairperson of the Remuneration Advisory Committee and a member of the Nomination Advisory
Committee from an independent standpoint in the selection of candidates for the Company’s board of directors anddecisions on remuneration, etc.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1992
Apr. 2006

6

7

Number of theCompany’s shares
ownedJoined the former Misawa Homes Co., Ltd.
General Manager of Asset Utilization
Department of Misawa Homes Higashi-Kanto
Co., Ltd.
Apr. 2017
General Manager of Development Business
Department of Misawa Homes Co., Ltd.
Dec. 2017
Director of Fujigaoka Ikiiki Koryu SpecialPurpose Company
June 2018
Outside Director of the Company (current
position)
Oct. 2018
Executive Officer of Misawa Homes Co., Ltd.
Tetsu Sato
(current position)(August 20, 1967)
In charge of Stock Promotion and Development–
Business and General Manager of Development
Reappointed
Business Division
OutsideDirector of MISAWA HOMES Real estate CO.,LTD. (current position)
Apr. 2019
In charge of Development Business of Misawa
Homes Co., Ltd.
Director of MA Refining Systems co., LTD.
Apr. 2022
Deputy General Manager of Urban
Development Business Division (current
position) and General Manager of Building
Revitalization Promotion Project of Urban
Development Business Division (current
position) of Misawa Homes Co., Ltd[Reasons for appointment and outline of expected role]
Tetsu Sato has a wealth of experience and broad insight as a manager through his service as a director and an executive
officer of other companies, and he has been engaged in corporate management as an outside Director of the Company
since 2018, appropriately fulfilling his duties. Therefore, the Company considers him suitably qualified as an outside
Director of the Company and has nominated him once again as a candidate for an outside Director. In addition, theCompany expects him to make useful proposals, etc. in the sales department to achieve the full effect of the businessalliance.
Apr. 1992
Joined the former Misawa Homes Co., Ltd.
Apr. 2020
General Manager of Technology Department of
Hiroki Nakashotani
Misawa Homes Co., Ltd.
(March 12, 1970)
Apr. 2022
Executive Officer (current position)–
Deputy General Manager of Product and
Newly appointed
Technology Development Division (current
Outsideposition)
General Manager of Product and Technology
Development Department (current position)[Reasons for appointment and outline of expected role]
Hiroki Nakashotani has a wealth of experience and broad insight as an engineer through his duties related toconstruction at another company. Therefore, the Company has nominated him as a candidate for an outside Director. In
addition, the Company expects him to make useful proposals, etc. in the technology departments to achieve the full
effect of the business alliance.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
Apr. 2006
Apr. 2017
June 20188

Notes:

1.
2.
3.

4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined The Mainichi Newspapers Co., Ltd.
General Manager of Kofu Branch
Harumi Isowa
General Manager of Digital Media Branch(April 12, 1963)
General Manager of Sales Division II
Director of Mainichi Advertising Inc.
Newly appointed–
June 2020
General Manager of Representative’s Office,OutsideTokyo Headquarters of The Mainichi
Independent
Newspapers Co., Ltd.
FemaleJune 2021
Outside Director of Kobelco Eco-Solutions Co.,
Ltd. (current position)[Reasons for appointment and outline of expected role]
Harumi Isowa has a wealth of experience and broad insight as a manager through her service as a director and an
outside director of other companies. Therefore, the Company has nominated her as a candidate for an outside Director.
In addition, she is expected to be a member of the Nomination Advisory Committee and Remuneration Advisory
Committee if she is elected.
There is no special interest relationship between any of the candidates above and the Company.
Kunihiro Kamiya, Tetsu Sato, Hiroki Nakashotani and Harumi Isowa are candidates for outside Director.
The Company has entered into limited liability agreements with Kunihiro Kamiya and Tetsu Sato as provided for in
Article 427, paragraph (1) of the Companies Act, and the amount of the liability limitation under said agreements is theminimum liability amount stipulated by laws and regulations. Upon the approval of their reappointment, the Company
plans to continue such agreements with them. If the elections of Hiroki Nakashotani and Harumi Isowa are approved,
the Company plans to enter into the same limited liability agreement with them.
The Company has entered into a directors and officers liability insurance agreement with an insurance company asprovided for in Article 430–3, paragraph (1) of the Companies Act, and the insurance policy will cover any
compensation for damages resulting from the insured person, including the Director of the Company, being liable aswell as damages caused by disputes and litigation expenses. If each candidate is elected and assumes office as a
Director, they will become an insured person under this insurance agreement.
Kunihiro Kamiya satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, andalso satisfies the Company’s independence standards, and the Company has submitted notification to theaforementioned exchange concerning his designation as an independent officer. Upon the approval of his reappointment,
the Company plans for his designation as an independent officer to continue. At the conclusion of this meeting, his
tenure as an outside Director of the Company will have been eight years.
Harumi Isowa satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, and alsosatisfies the Company’s independence standards, and the Company plans to designate her as an independent officer if
she is elected.
At the conclusion of this meeting, Tetsu Sato’s tenure as an outside Director of the Company will have been four years.

-9-The Company’s independence standards are as set forth below.
* Independence standards for independent outside Directors
The Company has established independence standards for outside Directors of the Company as follows to ensure thenecessary objectivity and transparency for appropriate corporate governance of the Company. When an outside Director
falls under any of the following items, they are deemed not to have sufficiently satisfied the Company’s requirements forindependence.
(1) A person from the Company and its consolidated subsidiaries (hereinafter the “Group”). (A person from the Group
refers to a person who has been employed or otherwise served in the Group within the past ten years of assuming
position as Director of the Company.)(2) A major shareholder, defined as holding 10% or more of the total number of voting rights of the Company, or aperson who executes the business of an entity that is a major shareholder.
(3) A person who executes the business of an entity that is a major trading partner of the Group whose transactions
with the Company make up more than 3% of the Company’s consolidated sales.
(4) A professional such as a consultant, accountant, or attorney who receives a large amount (over ¥10 million) of
money or other property from the Group.
(5) A person who receives donations of a large amount (over ¥10 million) from the Group.
(6) A major lender of the Group (over 5% of consolidated net assets) or a person who executes the business of such anentity (including all such persons who have executed business of the entity in within the past ten years of assuming
position as Director of the Company).
(7) A person whose close relative (within the second degree of kinship) falls under any of the above items (1) to (6).
(8) A person who, at any time in the last five years, fell under any of the above items (2) to (5).
(9) A person who, irrespective of whether they fall under any of the above items, can be reasonably judged unable tofulfill duties as an outside Director from an independent standpoint from the Company.

- 10 -

Proposal No. 3:

Election of Three Directors Serving on the Audit and Supervisory Committee

The terms of office of all three Directors serving on the Audit and Supervisory Committee will expire upon the
conclusion of this General Meeting of Shareholders. Accordingly, the Company hereby requests the appointmentof three Directors serving on the Audit and Supervisory Committee.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for the positions are as follows:
Candidate
No.

Name

1

Nobuhiro Maeda

2

Masaaki Yasuoka

3

Akinori Tani

Position
Newly
appointed
Reappointed
OutsideIndependent
Newly
appointed
OutsideIndependent

Number of Board of
Directors meetings
attended

Director, Executive Vice President

16/16

Outside Director, Audit and Supervisory Committee

16/16

–

–

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1972
Apr. 2009

Apr. 2011
Apr. 2012
Nobuhiro Maeda(August 14, 1953)
Newly appointed
1

Apr. 2013
Apr. 2015
June 2015
Oct. 2015
Apr. 2016
Apr. 2017
Apr. 2018
Apr. 2020

2

Joined the Company
Executive Officer
In charge of Production Management
Department
General Manager of Osaka Condominium
Business Department
General Manager of Technology Department,
Osaka Head Office
In charge of Safety and Environmental Quality
Department
In charge of General Affairs Department
Director (current position)
In charge of Human Resources Department andAudit Department
Managing Executive Officer
In charge of CS Department
Senior Managing Executive Officer
Executive Vice President (current position)
In charge of Systems Department

Number of theCompany’s shares
owned

6,738 shares[Reasons for appointment]
Nobuhiro Maeda has a wealth of experience, achievements, and knowledge gained through his service as a Director of
the Company, and the Company judges that he can audit and supervise the execution of duties by Directors from an
objective and fair standpoint. Therefore, the Company has nominated him as a candidate for Director serving on the
Audit and Supervisory Committee.
Apr. 1979
Joined The Sanwa Bank, Limited (current
MUFG Bank, Ltd.)May 2006
General Manager of Credit Office of The Bankof Tokyo-Mitsubishi UFJ, Ltd. (current MUFG
Bank, Ltd.)
Masaaki Yasuoka
June 2008
Representative Director and President of Mobit(January 10, 1956)
Co., Ltd. (current SMBC Mobit Co., Ltd.)
225 shares
June 2013
Standing Audit & Supervisory Board Member
Reappointedof Mitsubishi UFJ NICOS Co., Ltd.
OutsideJune 2015
Representative Director, Senior Managing
Independent
Executive Officer of Unitika Ltd.
June 2020
Outside Director, Audit and Supervisory
Committee of the Company (current position)
Outside Director of Nippon Computer
Dynamics Co., Ltd. (current position)[Reasons for appointment and outline of expected role]
Masaaki Yasuoka has a wealth of financial knowledge and experience and knowledge as a manager gained through hisservice as a director and an audit & supervisory board member of other companies. In addition, he has appropriately
fulfilled his duties as an outside Director, Audit and Supervisory Committee of the Company since 2020. Therefore, theCompany has nominated him once again as a candidate for outside Director serving on the Audit and Supervisory
Committee. If he is reappointed, he will be involved as a member of the Nomination Advisory Committee andRemuneration Advisory Committee from an independent standpoint.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Dec. 20103

Notes:

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedRegistered as an attorney at law (current
position)
Akinori Tani
Jan.
2011
Joined Kitahama Partners(May 29, 1975)
Jan. 2018
Partner–
Newly appointed
Jan. 2019
Partner of Kitahama Partners LPC. (current
Outsideposition)Independent
Sept. 2021
Registered as a certified public tax accountant(current position)[Reasons for appointment and outline of expected role]
Akinori Tani has abundant experience and knowledge cultivated through his service as an attorney-at-law. In addition,
he has broad financial knowledge. Therefore, the Company has nominated him as a candidate for outside Director
serving on the Audit and Supervisory Committee. If he is elected, he will be involved as a member of the Nomination
Advisory Committee and Remuneration Advisory Committee from an independent standpoint.
There is no special interest relationship between any of the candidates above and the Company.
Masaaki Yasuoka and Akinori Tani are candidates for outside Director.
The Company has entered into a limited liability agreement with Masaaki Yasuoka as provided for in Article 427,
paragraph (1) of the Companies Act, and the amount of the liability limitation under said agreement is the minimum
liability amount stipulated by laws and regulations. Upon the approval of his reappointment, the Company plans tocontinue such agreement with him. If the elections of Nobuhiro Maeda and Akinori Tani are approved, the Company
plans to enter into the same limited liability agreement with them.
The Company has entered into a directors and officers liability insurance agreement with an insurance company asprovided for in Article 430–3, paragraph (1) of the Companies Act, and the insurance policy will cover any
compensation for damages resulting from the insured person, including the Director of the Company, being liable aswell as damages caused by disputes and litigation expenses. If each candidate is elected and assumes office as a Director
serving on the Audit and Supervisory Committee, they will become an insured person under this insurance agreement.
Masaaki Yasuoka satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, andalso satisfies the Company’s independence standards, and the Company has submitted notification to theaforementioned exchange concerning his designation as an independent officer. Upon the approval of his reappointment,
the Company plans for his designation as an independent officer to continue. At the conclusion of this meeting, his
tenure as an outside Director serving on the Audit and Supervisory Committee of the Company will have been two
years.
Akinori Tani satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, and alsosatisfies the Company’s independence standards, and the Company plans to designate him as an independent officer if
he is elected.

- 13 -

Proposal No. 4:
Election of One Substitute Director Serving on the Audit and Supervisory Committee
To prepare for the case where the number of Directors serving on the Audit and Supervisory Committee falls
below the number required by laws and regulations, the Company hereby requests the appointment of one
substitute Director serving on the Audit and Supervisory Committee.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director serving on the Audit and Supervisory Committee is as follows:
Name(Date of birth)

Makoto Fujiwara(April 28, 1980)
Newly appointed
OutsideIndependent

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Dec. 2007
Jan. 2008
Jan. 2015
June 2016
June 2019
Jan. 2020
Mar. 2022

Registered as an attorney at law (current position)
Joined Kitahama Partners
Partner
Outside Audit & Supervisory Board Member of
PHYZ, Inc.
Outside Audit & Supervisory Board Member of
PHYZ Holdings Inc. (current position)
Partner of Kitahama Partners LPC. (current position)
Outside Audit & Supervisory Board Member of
Nasa Home Co., Ltd. (current position)

Number of theCompany’s shares
owned

–

[Reasons for appointment and outline of expected role]
Makoto Fujiwara has abundant experience and knowledge cultivated through his service as an attorney-at-law, as well as abundantfinancial knowledge and experience and knowledge as a manager through his service as an outside director and an outside audit &supervisory board member of other companies. Therefore, the Company has nominated him as a candidate for substitute outside
Director serving on the Audit and Supervisory Committee. If he is appointed as an outside Director serving on the Audit andSupervisory Committee, he will be involved as a member of the Nomination Advisory Committee and Remuneration Advisory
Committee from an independent standpoint.
Notes: 1. There is no special interest relationship between the candidate above and the Company.
2. Makoto Fujiwara is a candidate for substitute outside Director serving on the an Audit and Supervisory Committee.
3. If Makoto Fujiwara is appointed as an outside Director serving on the Audit and Supervisory Committee, the Company
plans to enter into a limited liability agreement with him as provided for in Article 427, paragraph (1) of the Companies
Act. The amount of the liability limitation under said agreement is the minimum liability amount stipulated by laws andregulations.
4. The Company has entered into a directors and officers liability insurance agreement with an insurance company asprovided for in Article 430–3, paragraph (1) of the Companies Act, and the insurance policy will cover any
compensation for damages resulting from the insured person, including the Director of the Company, being liable aswell as damages caused by disputes and litigation expenses. If the candidate assumes office as an outside Director
serving on the Audit and Supervisory Committee, he will become an insured person under this insurance agreement.
5. Makoto Fujiwara satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, andalso satisfies the Company’s independence standards, and the Company plans to designate him as an independent officer
if he is appointed as an outside Director serving on the Audit and Supervisory Committee.

- 14 -

[Reference]
Diversity of the Board of Directors and the Audit and Supervisory Committee(if Proposal No. 2 and Proposal No. 3 are approved)
Candidate No. of
Directors(excluding Directors
serving on the Audit
and Supervisory
Committee)

Knowledge and experience expected by the Company*
Name

1

Kazunori Murao

2

OutsideIndependence(outside
only)

FemaleCorporate Finance andLegalmanagement accounting compliance

Sales

Technology

●

●

●

Hidehiro Gokon

●

●

●

3

Motohiro Kataoka●

4

Koichiro Tsuru●

5

Kunihiro Kamiya●

6

Tetsu Sato

●

●

7

Hiroki Nakashotani

●

●

8

Harumi Isowa

●

●

●

●

●

●

●

IT

●

●
●

●

●

●

●

●
●
●

●

●

* The above list does not represent all the knowledge and experience of the candidates.
Candidate No. of
Directors serving on
the Audit andSupervisory
Committee

Name

1

Nobuhiro Maeda

2

Masaaki Yasuoka

●

●

3

Akinori Tani●●

OutsideIndependence(outside
only)

Knowledge and experience expected by the Company*
FemaleCorporate Finance andLegalmanagement accounting compliance

●

●

●

●

●

●

●

●

* The above list does not represent all the knowledge and experience of the candidates.

- 15 -IT

Sales

Technology

●

●

●

●

Proposal No. 5:

Determination of Remuneration for Performance-based Equity Compensation Plan
for Directors
Remuneration for Directors (excluding outside Directors and Directors serving on the Audit and Supervisory
Committee) of the Company consists of “basic remuneration” and “performance-based monetary remuneration.”
However, in order to clarify the link between Directors’ remuneration and the business performance of theCompany and shareholder value, and enhance motivation to contribute to medium- to long-term businessperformance and the enhancement of corporate value, the Company proposes the introduction of a new
performance-based equity compensation plan (performance share unit plan; hereinafter, the “Plan”), under whichshares of the Company will be delivered in accordance with position, the level of achievement of businessperformance evaluation targets, and other factors.
In the proposal, the Company requests approval to newly grant monetary remuneration claims for the payment of
performance-based equity compensation to Directors, separately from the amount of monetary remuneration
approved in Proposal No. 6 “Establishment of Amount of Remuneration for Directors (Excluding Directors
Serving on the Audit and Supervisory Committee)” at the 70th Annual General Meeting of Shareholders held on
June 24, 2016.
To ensure the validity of Directors’ remuneration and the transparency of decision-making processes, theintroduction of the Plan has been deliberated by the Remuneration Advisory Committee (chairperson: outside
Director), a majority of whose members are outside Directors. The Company believes the content of the Plan isappropriate, as it will provide a sound incentive for the increase of corporate value over the medium to longterm, and promote the further sharing of value with shareholders.
The specific timing of payment to Directors and other details shall be determined by the Board of Directors of
the Company.
The number of Directors who will be eligible for the Plan will be four if Proposal No. 2 is approved and passed
as originally proposed.
Furthermore, if the introduction of the Plan is approved at this General Meeting of Shareholders, the Company
also plans to introduce a performance-based equity compensation plan that is similar to the Plan for the Target
Directors for Executive Officers who do not serve concurrently as Directors.

1. Overview of the Plan
The Plan is a performance-based equity compensation plan, under which a number of common shares of theCompany calculated in accordance with factors such as the level of achievement of business performance
evaluation targets during three consecutive fiscal years (the period from April 2022 to March 2025) will bedelivered to Directors who are eligible for the Plan (the “Target Directors”) as remuneration for a period of
executing their duties (the period from July 2022 to June 2025).
As the granting of monetary remuneration claims to Target Directors and the delivery of the Company’scommon shares will take place after the end of the period for execution of duties, as of the introduction of thePlan, the Company has not determined whether monetary remuneration claims and the Company’s commonshares will be granted or delivered to the Target Directors, nor has it determined the amount of monetary
remuneration claims that will be paid or the number of shares that will be delivered.
2. Requirements for Delivery
Under the Plan, at the end of the period for execution of duties, if the following requirements for delivery aresatisfied, the Company will pay monetary remuneration claims to Target Directors, and will deliver theCompany’s common shares to the Target Directors in exchange for the contribution of all the monetary
remuneration claims as contributions in kind. In addition, the delivery of the Company’s common shares shalltake place through the disposal of treasury shares, and the Target Directors to whom the Company’s commonshares are delivered as well as the disposal of treasury shares will be determined by the Board of Directors of
the Company after the period for execution of duties has passed.
(i) The market capitalization of tradable shares, calculated by multiplying the number of tradable shares as ofMarch 31, 2025, by the average last price on each day in auction trading on the Tokyo Stock Exchangeover the three months from January 2025 to March 2025, must exceed JPY10.0 billion(ii) The Company must remain listed on the TSE Prime Market as of June 30, 2025, and no decision musthave been made regarding a change of designation to a market other than the TSE Prime Market, etc.
- 16 -

3. Maximum Total Number of Shares Underlying the Plan
The total number of the Company’s common shares that will be delivered to the Target Directors for theperiod of executing duties will not exceed 64,000 shares. In addition, if, on or after the day that this proposal
is approved and passed, circumstances arise that necessitate an adjustment to the total number of theCompany’s common shares to be disposed of under the Plan, such as cases when a share split (including a
gratis allotment of the Company’s common shares) or consolidation of shares takes place in relation to theCompany’s common shares, the total number of shares will be adjusted within a reasonable scope.
4. Method of Calculating the Number of the Company’s Shares to be Delivered to Directors
The number of the Company’s common shares to be delivered to each Target Director after the end of theperiod for execution of duties under the Plan (“Units of Shares to be Delivered”) will be determined by the
Board of Directors of the Company by multiplying the standard unit determined in accordance with the Target
Director’s position and term in office by the performance-linked coefficient, setting one unit to be one share.
The performance-linked coefficient will be calculated by dividing the TSR (Total Shareholder Return) of theCompany from March 31, 2022 to March 31, 2025 by the growth rate of the Tokyo Stock Price Index(“TOPIX”) during the period. The maximum performance-linked coefficient will be 120%, and the maximum
total number of Units of Shares to be Delivered will be 64,000 units.
Specifically, it will be calculated in accordance with the following formula. In addition, if, on or after the daythat this proposal is approved and passed, a share split (including a gratis allotment of the Company’scommon shares) or consolidation of shares takes place in relation to the Company’s common shares, or othercircumstances occur that necessitate an adjustment to the items in the following calculation, those items will
be adjusted within a reasonable scope.
(Formula)
Units of Shares to be Delivered = Standard unit × performance-linked coefficient*1*1 The performance-linked coefficient shall be calculated in accordance with the following formula.
Performance-linked coefficient = TSR of the Company / TSE TOPIX growth rate
TSR of the Company = (B + C) / A
TSE TOPIX growth rate = E / D
A: Closing price of the Company’s common shares on March 31, 2022, on the Tokyo Stock Exchange
B: Closing price of the Company’s common shares on March 31, 2025, on the Tokyo Stock Exchange
C: Total dividends per share for dividends of surplus paid for the periods from 77th fiscal year (thefiscal year ending March 31, 2023) to the 79th fiscal year (the fiscal year ending March 31, 2025)
D: Closing price of TOPIX (including dividends) on March 31, 2022
E: Closing price of TOPIX (including dividends) on March 31, 2025
5. Payment Amount Per Share
The amount to be paid in per common share of the Company for the allotment under the Plan shall be
determined by the Board of Directors, to be the closing price of the Company’s common shares on the Tokyo
Stock Exchange on the business day prior to the resolution of the Board of Directors regarding the allotmentof shares (if no trades take place on that day, it shall be the closing price on the most recent day with trades
preceding that day).
Furthermore, the amount of monetary remuneration claims to be paid to the Target Directors shall becalculated in accordance with the following formula.
Amount of monetary remuneration claims to be paid to the Target Directors = Units of Shares to be Delivered
× Amount to be paid in per share for the allotment
6. Timing of Delivery of Shares
The shares will be delivered within two months of the day that rights vest after the passing of the period forexecution of duties. The day that rights vest shall be June 30, 2025, when the conditions for payment are
determined.

- 17 -