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: 6675
June 5, 2024
(Date of commencement of electronic provision measures: June 4, 2024)
To All Shareholders
SAITO Masatoshi
President & C.E.O.
SAXA Holdings, Inc.
NBF Platinum Tower
1-17-3, Shirokane, Minato-ku,
Tokyo, JapanNOTICE OF
THE 21st ORDINARY GENERAL SHAREHOLDERS’ MEETING
Dear Shareholders,
We are pleased to announce that the 21st Ordinary General Shareholders’ Meeting of SAXA Holdings, Inc.
(the “Company”) will be held as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject tothe electronic provision measures on the following Company website.
The Company website: https://www.saxa.co.jp/ir/stock/meeting.html
In addition to the website shown above, the Company also has posted this information on the following
website on the Internet.
Tokyo Stock Exchange (TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access Tokyo Stock Exchange website, input “SAXA” or “6675”, and click“Search,” and then click “Basic information” and select “Documents for public inspection/PR information.”
If you are unable to attend the meeting in person, you may exercise your voting rights by either ofthe following means. Please review the attached Reference Documents for the General Shareholders’Meeting listed on the electronic provision measures, and exercise your voting rights by 5:30 p.m.,
Tuesday, June 25, 2024, Japan time.
[Exercising voting rights by mail]Please indicate your vote for or against respective proposals on the enclosed Voting Rights Exercise Form and return
it so that it is received by the above exercise deadline.
[Exercising voting rights via the internet]
Please exercise your voting rights on the Voting Rights Exercise Website (https://soukai.mizuho-tb.co.jp/) designatedby the Company.
When you exercise your voting rights via the internet, please refer to the “Guidance for Exercising Voting Rights via
the Internet, etc.” (available in Japanese only) on page 5.
If voting rights are exercised in duplicate by the same means, the last vote we receive shall be deemed valid. If voting
rights are exercised both in writing and via the internet, voting rights exercised via the internet shall be deemed valid.

-1-1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
Room C and D, Bellesalle Roppongi Grand Conference Center, 9F,
Sumitomo Fudosan Roppongi Grand Tower, 3-2-1, Roppongi, Minato-ku,
Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. Business Report and Consolidated Financial Statements for the 21st
Term (from April 1, 2023 to March 31, 2024) and results of audits ofConsolidated Financial Statements by the Accounting Auditor and theBoard of Auditors
2. Non-consolidated Financial Statements for the 21st Term (from April 1,
2023 to March 31, 2024)
Proposals to be resolved:
Distribution from Surplus
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Seven Directors
Proposal No. 3:
Election of Two Auditors
Proposal No. 4:
Election of Two Substitute Auditors
Proposal No. 5:
Payment of Bonuses to Directors
Proposal No. 6:-2-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ If you attend the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
◎ If you exercise your voting rights by proxy, you may designate one other shareholder holding voting
rights of the Company as your proxy to exercise your voting rights, pursuant to the provisions ofArticle 18 of the Articles of Incorporation of the Company. In doing so, please submit a document
certifying the authority of representation at the reception.
◎ Should the matters subject to the electronic provision measures require revisions, the revised versions
will be posted on each of the websites listed.
◎ In the interest of saving power, the room temperature inside the meeting venue will be set relatively
high. Accordingly, the Company’s officers and the meeting staff will be dressed lightly at themeeting. We would appreciate your understanding.

Guide on how to send questions in advance
The Company accepts advance questions from shareholders regarding the meeting agenda of this generalshareholders’ meeting.
On the day of the meeting, the Company will answer questions on the meeting agenda that are deemed ofhigh interest to shareholders from among the questions received in advance.
Acceptance period:
How to submit questions:

Cautions:

By Tuesday, June 18, 2024 at 5:30 p.m. Japan time
Please access the question form on the internet.
https://www.saxa.co.jp/ir/soukai/ (available in Japanese only)
Please enter your shareholder number printed on the Voting Rights Exercise
Form in the field indicated “株主番号 (shareholder number).” If your name and shareholder number that you enter on the website above is not consistent
with what is registered with the Company, you will not be identified as a shareholder andyour question will not be accepted.
 We do not guarantee that all your questions will be answered, and in the case your question
is not addressed at the meeting, we are unable to answer them individually. We appreciate
your understanding in advance.

-3-Reference Documents for the General Shareholders’ Meeting
Proposals and References
Proposal No. 1:

Distribution from Surplus

The SAXA Group regards the return of profits to shareholders as a key management issue. Under therecognition, our basic policy is to achieve higher corporate value by actively investing in growing fields
and new businesses, while strengthening the management foundations and profitability of existing
businesses.
In distributing profits, we will strive to maintain sound financial strength and provide appropriate
shareholders returns, while securing internal reserves for investments required to increase our corporate
value.
We aim to pay stable and consistent dividends, targeting a consolidated dividend payout ratio of 30%,
comprehensively taking into account factors such as the future revenue outlook, investment plans, and thebusiness climate in addition to business performance, cash flows and other trends in the current fiscal year.
We propose to pay year-end dividends for the current fiscal year as follows, upon comprehensively
considering the above policies.
(1) Matters concerning the allotment of dividend property and the total amount thereof:¥135 yen per share of the Company’s common stock
Total: ¥785,727,405(2) Effective date of distribution from surplus:
June 27, 2024

-4-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The SAXA Group plans to transition from a pure holding company to an operating holding company
and change the trade name of the Company to “SAXA, Inc.” on July 1, 2024, through a Groupreorganization in which SAXA, Inc., the core company operating the Group’s product business, ismerged into the Company (the “Absorption Merger”).
In addition, the countermeasures against large-scale purchase of the Company’s shares (takeover
defense measures), which were introduced (renewed) at the 19th Ordinary General Shareholders’Meeting held on June 28, 2022, will be discontinued (abolished) at the conclusion of this General
Shareholders’ Meeting. Accordingly, the Company proposes to partially amend its Articles ofIncorporation by changing its trade name and purposes and deleting the matters requiring resolution at
a general shareholders’ meeting.
2. Details of amendments
The current Articles of Incorporation shall be partially amended as follows.
The amendments to the Articles of Incorporation in Article 1 (Trade Name) and Article 2 (Purposes)
will become effective as of the effective date of the Absorption Merger (scheduled to be July 1, 2024),
on the condition that the Absorption Merger takes effect.
(Changes are indicated by underline.)

Current Articles of Incorporation(Trade Name)
Article 1 The name of the Company shall be SAXA
Holdings Kabushiki Kaisha and shall be expressed in
English as SAXA Holdings, Inc.
(Purposes)
Article 2 The purposes of the Company shall be tocontrol and manage the business activities ofcompanies engaged in the following businesses andforeign companies engaged in businesses equivalent
to the said businesses by way of holding of shares orother equity interests in such companies.
(1) Manufacturing and sale of the following machineryand equipment, their parts and accessories, andperipheral equipment(i)–(iii) (Omitted)(iv) Audio equipment, office equipment, printing
equipment, household electrical and electronicequipment(v)–(x) (Omitted)(2)–(9) (Omitted)-5-

Proposed Amendments(Trade Name)
Article 1 The name of the Company shall be SAXA
Kabushiki Kaisha and shall be expressed in
English as SAXA, Inc.
(Purposes)
Article 2 The purposes of the Company shall be toengage in the following businesses and tocontrol and manage the business activities ofcompanies engaged in the following businesses
and foreign companies engaged in businesses
equivalent to the said businesses by way ofholding of shares or other equity interests in suchcompanies.
(1) Manufacturing and sale of the following
machinery and equipment, their parts andaccessories, and peripheral equipment(i)-(iii) (Unchanged)(iv) Audio equipment, office equipment,
printing equipment, electrical andelectronic equipment(v)-(x) (Unchanged)(2)-(9) (Unchanged)

Current Articles of Incorporation
Agency business for the following businesses(i) Preparation of financial statements andadministration of assets(ii) Administrative work related to monthly,interim, and annual settlement of accounts(iii) Administrative work related to payroll,
employee education, and welfare(iv) Development, operation, maintenance, andmanagement of information systems and filing
operations(11) Lending of money(Newly established)(12)–(13) (Omitted)(10)

Proposed Amendments(Deleted)(10) Lending of money(11) Worker dispatching undertakings(12)–(13) (Unchanged)

2. The Company may engage in any businesses
incidental or related to any of the operations in theforegoing paragraph, and any other businesses
necessary to achieve the purposes thereof.

(Deleted)(Matters Requiring Resolution at General Shareholders’Meeting)
Article 16 In light of the basic policy regarding the natureof persons who control decisions on the Company’s
financial and business policies, the decision to
introduce takeover defense measures using a gratis
allotment of stock acquisition rights that are triggeredin response to a large-scale acquisition of theCompany’s shares by an inappropriate person or anoffer thereof shall be made by a resolution at a generalshareholders’ meeting.

(Deleted)

Article 17–Article 37 (Omitted)(Newly established)

Article 16–Article 36 (Unchanged)
Supplementary Provisions
1. The amendments to Article 1 (Trade Name) and
Article 2 (Purposes) shall take effect on July 1,
2024, and this Supplementary Provision shall bedeleted after the effective date of theamendments to Article 1 (Trade Name) and
Article 2 (Purposes) has elapsed.

-6-

Proposal No. 3:

Election of Seven Directors

As the terms of office of all the present six Directors will expire at the conclusion of the Ordinary General
Shareholders’ Meeting, the Company proposes the election of seven Directors, increasing the number of
Outside Directors by one to further strengthen its corporate governance.
The candidates for Directors are as follows.
No.

Name

Gender1

SAITO Masatoshi

Male

2

INOMATA Takashi

Male

3

HASEGAWA
Masaharu

Male

4

KURIBAYASHI
Tsutomu

5

OTAHARA Shutaro

6

7

YAMAUCHI MariSAIJO Mitsuhiko

Position in the Company
President & C.E.O.

Attribute[Reappointment][New appointment]

Manager of Finance Department[New appointment]

Male

Outside Director (part-time)[Reappointment][Outside][Independent]

Male

Outside Director (part-time)[Reappointment][Outside]

Female Outside Director (part-time)[Reappointment][Outside][Independent]

Male[New appointment][Outside][Independent]

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1986
April 2016
April 2017

SAITO Masatoshi(December 20, 1963)

April 2018
April 2019

[Reappointment][Male]

1April 2020
[Number of years
serving as Director](at the conclusion of theGeneral Shareholders’ June 2020
Meeting)
One year
April 2021
[Attendance at the Boardof Directors meetings] June 2021
16/16

April 2023
June 2023
October 2023

Joined Oki Electric Industry Co., Ltd.
Head of Corporate Planning Division of Oki
Electric Industry Co., Ltd.
Executive Officer, Head of Corporate Planning
Division of Oki Electric Industry Co., Ltd.
Senior Executive Officer, Head of Corporate
Planning Group and Chief Information Officer of
Oki Electric Industry Co., Ltd.
Senior Executive Officer, Deputy Head of
Mechatronics Systems Business Division, andGeneral Manager of Automated Business
Department of Oki Electric Industry Co., Ltd.
Senior Vice President and Deputy Head ofComponents & Platform Business Group of Oki
Electric Industry Co., Ltd.
Senior Executive Vice President of Oki Data
Corporation
Senior Vice President and Head of Components &Platform Business Group of Oki Electric Industry
Co., Ltd.
Director of Oki Electric Industry Co., Ltd.
Advisor of the Company
Director of the Company
President & C.E.O. of the Company (to present)
Director (part-time) of System K Corporation (topresent)

Number ofshares of theCompany held

400

[Reason for nomination as candidate for Director and overview of expected role]
SAITO Masatoshi has led the Company as Director since June 2023 and as President & C.E.O. since October
2023, and has ample experience, performance, and knowledge as a corporate manager.
The Company believes that he will steer management of the SAXA Group and exhibit excellent leadership,
and thus, has re-nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1988
June 2014
June 2017

June 2018
July 2019INOMATA Takashi(March 7, 1965)[New appointment][Male]

June 2021

2
June 2022

June 2023

Joined Nippon Telegraph and Telephone
Corporation
Executive Manager in charge of General Affairs
Department, Kansai Regional Headquarters of
Nippon Telegraph and Telephone Corporation
Executive Manager in charge of Personnel
Department of Nippon Telegraph and Telephone
Corporation
President and Representative Director of NTT
FIELDTECHNO CORPORATION
Member of the Board of Nippon Telegraph andTelephone West Corporation
Member of the Board, Senior Executive Manager
of Digital Transformation Promotion Headquarters
and Executive Manager of Digital Transformation
Promotion Department of Nippon Telegraph andTelephone West Corporation
Executive Officer, Senior Executive Manager of
Digital Transformation Promotion Headquarters
and Executive Manager of Digital Transformation
Promotion Department of Nippon Telegraph andTelephone West Corporation
Executive Vice President, Member of the Board
Executive Vice President, Executive Officer,
Senior Executive Manager, Plant Headquarters
and Executive Manager, Network Design
Department, Plant Headquarters of Nippon
Telegraph and Telephone West Corporation
President and Representative Director of NTT
FIELDTECHNO CORPORATION
Director and Managing Senior Executive Officer
of SAXA, Inc. (to present)

Number ofshares of theCompany held

400

[Reason for nomination as candidate for Director and overview of expected role]
INOMATA Takashi has ample experience, performance, and knowledge in corporate management, having
served as Executive Vice President, Member of the Board of Nippon Telegraph and Telephone West
Corporation, President and Representative Director of NTT FIELDTECHNO CORPORATION, and as
Director of SAXA, Inc. since June 2023, where he promoted development strategies.
The Company believes that he will contribute to increase long-term corporate value of the Group, and thus has
nominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1991
April 2015

April 2017

April 2018

HASEGAWA
Masaharu(March 6, 1969)
3[New appointment][Male]

June 2019

April 2020
December 2020

June 2021

April 2022
July 2022
April 2023

Joined Tamura Electric Works, Ltd.
Manager in charge of CSR, CSR Promotion Officeand Manager in charge of General Affairs, General
Affairs & Human Resources Department of theCompany
Manager in charge of General Affairs, Business
Administration Department of SAXA, Inc.
Manager of General Affairs, General Affairs &Human Resources Department of the Company
Manager in charge of General Affairs, Business
Administration Department, Corporate Planning
Division of SAXA, Inc.
Manager in charge of Accounting & Finance,
Accounting Department of the Company
Manager in charge of Accounting & Finance,
Business Administration Department, Corporate
Planning Division of SAXA, Inc.
Manager of Accounting Department of theCompany
Manager in charge of Accounting & Finance,
Business Administration Department of SAXA,Inc.
Manager of Accounting Department of SAXA,Inc.
Manager of Finance Department of the Company(to present)
Manager of Accounting Department,
Administration Management Division of SAXA,
Inc.
Executive Officer, General Manager of
Administration Management Division, andManager of General Affairs & Human Resources
Department of SAXA, Inc.
Executive Officer, General Manager of Corporate
Division, and Manager of General Affairs &Human Resources Department of SAXA, Inc.
Executive Officer, and General Manager ofCorporate Division of SAXA, Inc.
Associate Senior Executive Officer, and General
Manager of Corporate Division of SAXA, Inc. (topresent)

Number ofshares of theCompany held

3,100

[Reason for nomination as candidate for Director and overview of expected role]
HASEGAWA Masaharu has ample experience, performance, and knowledge, having served as the head ofcorporate divisions at the Company and SAXA, Inc.
The Company believes that he will contribute to increase long-term corporate value and to strengthen thesystem for governance of the Group, and thus has nominated him as a candidate for Director.

- 10 -

No.

Name(Date of birth)
KURIBAYASHI
Tsutomu(May 30, 1964)[Reappointment][Outside][Independent][Male][Number of years
serving as Director](at the conclusion of
the General
Shareholders’ Meeting)Three years and sevenmonths4[Attendance at the Boardof Directors meetings]
17/19

Career summary, positions, responsibilities, and significant concurrent
positions
April 1993
November 1999
April 2003
April 2009

April 2014
June 2014
March 2016
April 2018
November 2020

Registered as Attorney-at-law
Registered as Attorney-at-law in the State of New
York
Representative lawyer of Kuribayashi Sogo Law
Office (to present)
Member of the Legislative Council of the Ministryof Justice (Subcommittee for Non-Contentious
Case Procedures Act and Act on Adjudication ofDomestic Relations)
Vice President of the Tokyo Bar Association
External Board Member of Kuze Co., Ltd.
Supervisory Officer of D&F Logistics Investment
Corporation (to present)
Deputy Chair of Kanto Federation of Bar
Associations
Outside Director (part-time) of the Company (topresent)

Number ofshares of theCompany held

300

[Reason for nomination as candidate for Outside Director (part-time) and overview of expected role]
KURIBAYASHI Tsutomu is currently Outside Director (part-time) of the Company. The Company has
designated and registered him as Independent Director, stipulated by Tokyo Stock Exchange, Inc.
He is qualified as an attorney-at-law, and has an objective viewpoint with the whole corporate society
including laws and regulations taken into account, and ample experience and wide knowledge. Since he isexpected to apply them to our management, the Company has re-nominated him as a candidate for Outside
Director (part-time).
Although he has not been directly involved in corporate management other than serving as Outside Director/Auditor, the Company believes that he will properly fulfill the responsibilities of Outside Director (part-time)
according to the above reasons.
[Reason for designation as Independent Director]
He meets the requirements for Independent Director stipulated by Tokyo Stock Exchange Inc., does not serveas an executive of the Company, or affiliate companies or major business partners of the Company, and is not
an expert, such as a consultant, who receives remuneration from the Company or a major shareholder of theCompany. This means that he has no potential conflicts of interest with general shareholders of the Company.
Thus, the Company has nominated him as Independent Director.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1988
April 2012
April 2013
April 2014
April 2016
May 2017

OTAHARA Shutaro(September 9, 1963) April 2018
[Reappointment][Outside][Male]

5

October 2018

[Number of years
April 2019serving as Director](at the conclusion of
the General
Shareholders’ Meeting)Two years[Attendance at the Board April 2020of Directors meetings]
19/19

April 2021
April 2022

June 2022
April 2023
April 2024

Joined the Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
General Manager of Industrial Corporation and
Investment Banking Business Development of
SMBC Nikko Securities Inc.
General manager of Institutional Business
Development of SMBC Nikko Securities Inc.
Head of Corporate Advisory Division II of
Sumitomo Mitsui Banking Corporation
Head of Public & Financial Institutions Banking
Department of Sumitomo Mitsui Banking
Corporation
Senior Manager of Corporate Planning Division,
Corporate Planning Group of Oki ElectricIndustry Co., Ltd.
Head of Global Group Management Department,
Corporate Planning Division, Corporate PlanningGroup of Oki Electric Industry Co., Ltd.
Director of Oki Wintech Co., Ltd. (currently OKI
Crosstech Co., Ltd.)
Director of Oki Customer Adtech Co., Ltd.
(currently OKI Crosstech Co., Ltd.)
Director of OKI Crosstech Co., Ltd.
Director of OKI Proserve Co., Ltd.
Management Official, and Head of Global GroupManagement Department, Corporate Planning
Division, Corporate Planning Group of Oki
Electric Industry Co., Ltd.
Executive Officer, and Head of Corporate
Planning Division, Corporate Group of Oki
Electric Industry Co., Ltd.
Director of JECC Corporation (to present)
Executive Officer, Deputy Head of Corporate
Group, and Head of Corporate Communication
Division, Corporate Group of Oki ElectricIndustry Co., Ltd.
Outside Director (part-time) of the Company (topresent)
Executive Officer, Special Missions of Oki
Electric Industry Co., Ltd.
Senior General Manager, Special Missions of Oki
Electric Industry Co., Ltd. (to present)
Senior Vice President of OKI Crosstech Co., Ltd.
(to present)

Number ofshares of theCompany held

100

[Reason for nomination as candidate for Outside Director (part-time) and overview of expected role]
OTAHARA Shutaro is currently Outside Director (part-time) of the Company. He serves as Senior General
Manager at Oki Electric Industry Co., Ltd., one of the major shareholders of the Company. There are no
special interests between him and the Company. Since he is expected to apply his ample experience and wide
knowledge on management to the management of the Company, the Company has re-nominated him as a
candidate for Outside Director (part-time).

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
July 1982
November 1986

August 1990
YAMAUCHI Mari
(November 23, 1959) November 1992
[Reappointment][Outside][Independent][Female]April 1998
August 2005

[Number of years
July 2012serving as Director](at the conclusion ofApril 2014
the General
Shareholders’ Meeting)Two years

6[Attendance at the Boardof Directors meetings] July 201818/19

September 2018
June 2022

Joined Marubeni Corporation
Joined Morgan Stanley Japan Securities Co., Ltd.
(currently Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)
Senior Manager of Nomura International plc,
LondonVice President of Capital Markets, JPMorgan
Securities Japan Co., Ltd.
Director of Global Consumer Business Division,
Citibank, N.A., Tokyo BranchManaging Director, and General Manager ofWealth Management, Products and Services
Division, Tokyo Branch, UBS Securities Japan
Co., Ltd.
Visiting Scholar of Institute of East Asian Studies,
University of California, Berkeley
Visiting Scholar of Laboratoire d’Economie et deSociologie du Travail (LEST/CNRS), France
Visiting Professor of the Institute for Technology,
Enterprise and Competitiveness, Doshisha
University
Outside Director of Nikko Asset Management Co.,
Ltd. (to present)
Visiting Professor of Akita International
University (to present)
Outside Director (part-time) of the Company (topresent)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for Outside Director (part-time) and overview of expected role]
YAMAUCHI Mari is currently Outside Director (part-time) of the Company. The Company has designatedand registered her as Independent Director, stipulated by Tokyo Stock Exchange, Inc.
She has ample experience and knowledge on human resource management, development of human resources,
and capital markets, and is expected to provide advice that will ensure the adequacy and appropriateness ofdecision making by the Board of Directors from a third-party perspective. Thus, the Company has renominated her as a candidate for Outside Director (part-time).
[Reason for designation as Independent Director]
She meets the requirements for Independent Director stipulated by Tokyo Stock Exchange Inc., does not serveas an executive of the Company, or affiliate companies or major business partners of the Company, and is not
an expert, such as a consultant, who receives remuneration from the Company or a major shareholder of theCompany. This means that she has no potential conflicts of interest with general shareholders of the Company.
Thus, the Company has nominated her as Independent Director.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1989
July 2012
March 2014

January 2015
SAIJO Mitsuhiko(July 23, 1966)[New appointment][Outside][Independent][Male]

7

March 2016
January 2017
March 2018
January 2019
January 2022
June 2023

Joined ORIX Corporation
Senior General Manager, Deputy Head ofInvestment and Operation Headquarters of ORIX
Corporation
Senior General Manager, Assistant to Responsible
for Special Investments Group,
Assistant to Responsible for Loan Business
Department of ORIX Corporation
Senior General Manager, General Manager ofLoan Business Department of ORIX Corporation
President of ORIX Loan Guaranty Co., Ltd.
President of Chubu Credit Guaranty Co., Ltd.
President of Hanwa Guaranty Finance Co., Ltd.
Senior General Manager, Deputy Head of OQL
Business and Sales Promotion Headquarters of
ORIX Corporation
Senior General Manager, Deputy Head of EasternJapan Sales Headquarters of ORIX Corporation
Senior General Manager, Deputy Head ofDomestic Sales Administrative Headquarters of
ORIX Corporation
Senior General Manager, Deputy Head ofCorporate Business Headquarters in charge of
OQL Sales of ORIX Corporation
Executive Officer of ORIX Asset Managementand Loan Services Corporation (to present)
Outside Director (part-time) of SAXA, Inc. (topresent)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for Outside Director (part-time) and overview of expected role]
SAIJO Mitsuhiko has ample experience, performance, and knowledge in corporate management at ORIX
Corporation. He has been serving as Outside Director (part-time) of SAXA, Inc. since June 2023. The
Company believes that he is capable of applying his experience to the management of the Company for driving
business transformation, and thus, has nominated him as a candidate for Outside Director (part-time).
[Reason for designation as Independent Director]
He meets the requirements for Independent Director stipulated by Tokyo Stock Exchange Inc., does not serveas an executive of the Company, or affiliate companies or major business partners of the Company, and is not
an expert, such as a consultant, who receives remuneration from the Company or a major shareholder of theCompany. This means that he has no potential conflicts of interest with general shareholders of the Company.
Thus, the Company has nominated him as Independent Director.

- 14 -

Notes: 1. There are no special interests between the candidates for Directors and the Company.
2. KURIBAYASHI Tsutomu, OTAHARA Shutaro, YAMAUCHI Mari, and SAIJO Mitsuhiko are
candidates for Outside Directors (part-time). The Company has registered KURIBAYASHI Tsutomu
and YAMAUCHI Mari as Independent Directors stipulated by Tokyo Stock Exchange, Inc. If theirelection is approved, the Company plans to continue to register them as Independent Directors with
Tokyo Stock Exchange, Inc. If the election of the candidate for Outside Director (part-time), SAIJO
Mitsuhiko, is approved, the Company plans to register him as Independent Director with Tokyo Stock
Exchange, Inc.
3. SAITO Masatoshi, KURIBAYASHI Tsutomu, OTAHARA Shutaro, and YAMAUCHI Mari are
currently Directors of the Company. Their positions and responsibilities in the Company are describedin “4. (1) Names and other Information of Directors and Auditors” (provided in Japanese only) in theBusiness Report.
4. The Company and KURIBAYASHI Tsutomu, OTAHARA Shutaro, and YAMAUCHI Mari have enteredinto an agreement, in accordance with the Articles of Incorporation, to limit their liability pursuant to
Article 423, Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations. If theirelections are approved, the Company plans to enter into the same agreement with them.
5. If the election of the candidate for Outside Director (part-time), SAIJO Mitsuhiko, is approved, theCompany plans to enter into an agreement with him to limit his liability pursuant to Article 423,
Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations.
6. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany under Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement covers
compensation for damages and litigation costs to be borne by the insured persons under law. If eachcandidate is appointed in this proposal, they will be included in the insured persons under this insurance
agreement. The Company plans to renew this insurance agreement with the same content during theterm of office of the Directors under this proposal.
7. In addition to the number of the meetings stated under “Attendance at the Board of Directors meetings,”
the Board of Directors made one resolution in writing, which was deemed to have been approved by the
Board of Directors pursuant to the provisions of Article 370 of the Companies Act and Article 25 of theCompany’s Articles of Incorporation.

- 15 -

Proposal No. 4:

Election of Two Auditors

As the terms of office of present Auditors, SHIMANAKA Ken and YAMAZAKI Hayato will expire at theconclusion of the Ordinary General Shareholders’ Meeting, the Company proposes the election of two
Auditors.
The Board of Auditors has approved this proposal.
The candidates for Auditors are as follows.
No.

Name
(Date of birth)

Career summary, positions,and significant concurrent positions
April 1983
April 2014
June 2014
April 2016

KOBAYASHI Toshio(February 5, 1961)

1[New appointment][Male]

April 2019

December 2020

June 2021
July 2023

Joined Oki Electric Industry Co., Ltd.
Head of Group-Company Group of Oki ElectricIndustry Co., Ltd.
Part-time Auditor of Oki Customer Adtech Co.,
Ltd. (currently OKI Crosstech Co., Ltd.)
Director, and Head of Accounting & Control
Division of Oki Customer Adtech Co., Ltd.
Executive Officer in charge of Accounting &Control Division and Human Resources &General Affairs Division of OKI Crosstech Co.,Ltd.
Director and Associate Senior Executive Officer
of SAXA, Inc. (to present)
Manager of Group Internal Control Division of theCompany
Director, Manager of Group Internal Control
Division of the Company
Outside Director of SAT Corporation (to present)

Number ofshares of theCompany held

3,400

[Reason for nomination as candidate for Auditor]
KOBAYASHI Toshio has ample experience, performance, and knowledge in corporate management, having
served as Director of the Company and SAXA, Inc. In addition, he has been in charge of financial strategy andinternal control and has extensive knowledge in areas that complement the experience and knowledge of otherauditors. Therefore, the Company believes that he will properly fulfill the responsibilities of Auditor and has
nominated him as a candidate for Auditor.

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No.

Name(Date of birth)
YAMAZAKI Hayato(July 18, 1977)[Reappointment][Outside][Independent][Male]

Career summary, positions,and significant concurrent positions
October 2005
July 2013
June 2016
November 2022

Registered as Attorney-at-law
Partner of Showa General Law Office (to present)
Substitute Auditor of the Company
Member of the Independent Committee of theCompany (to present)
Outside Auditor of the Company (to present)

Number ofshares of theCompany held

100

[Number of years serving
as Auditor](at the conclusion of theGeneral Shareholders’Meeting)
One year and seven2months[Reason for nomination as candidate for Outside Auditor (part-time)]
Since YAMAZAKI Hayato has expert knowledge as attorney-at-law on general legal affairs including corporate
legal affairs, the Company has nominated him as a candidate for Outside Auditor (part-time).
Although he has not been directly involved in corporate management other than serving as Outside Director(part-time)/Auditor (part-time), the Company believes that he will properly fulfill the responsibilities of Outside
Auditor (part-time) according to the above reasons.
[Reason for designation as Independent Auditor]
He meets the requirements for Independent Auditor stipulated by Tokyo Stock Exchange Inc., does not serve as
an executive of the Company, or affiliate companies or major business partners of the Company, and is not anexpert, such as a consultant, who receives remuneration from the Company, or a major shareholder of theCompany. This means that he has not potential conflicts of interest with general shareholders of the Company.
Thus, the Company has nominated him as an Independent Auditor.
Notes: 1. There are no special interests between the candidates for Auditors and the Company.
2. YAMAZAKI Hayato is a candidate for Outside Auditor (part-time). The Company has registered him as
Independent Auditor stipulated by Tokyo Stock Exchange, Inc. If his election is approved, the Company
plans to continue to register him as Independent Auditor with Tokyo Stock Exchange, Inc.
3. If the election of the candidate for Outside Auditor (part-time), YAMAZAKI Hayato, is approved, theCompany plans to enter into an agreement with him to limit his liability pursuant to Article 423,
Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations.
4. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany under Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement covers
compensation for damages and litigation costs to be borne by the insured persons under law. If eachcandidate is appointed in this proposal, they will be included in the insured persons under this insurance
agreement. The Company plans to renew this insurance agreement with the same content during theterm of office of the Auditors under this proposal.

- 17 -

[Reference] Skills Matrix of Directors and Auditors
The skills matrix of each Director and Auditor upon approval of Proposals No. 3 and No. 4 is as follows:
Positionin theCompany

Corporate
management

SAITO Masatoshi

President& C.E.O.

INOMATA Takashi

Director○○

HASEGAWA
Masaharu

Director

Name

KURIBAYASHI
Tsutomu
OTAHARA Shutaro

YAMAUCHI MariSAIJO MitsuhikoOutsideDirector(Parttime)
OutsideDirector(Parttime)
OutsideDirector(Parttime)
OutsideDirector(Parttime)

WADA Satoshi

Auditor

KOBAYASHI Toshio

AuditorTAKAGUCHI Yoji

YAMAZAKI Hayato

OutsideAuditor(Parttime)
OutsideAuditor(Parttime)

Finance○○

Knowledge
andIT/
Marketing/experience
Technology/
in manuSales
DX
facturingindustry

Legal/
Governance/
Riskmanagement

HR
Management/HRdevelopment

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○
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SustainGlobal
ability/experience Diversity/
ESG

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Proposal No. 5:

Election of Two Substitute Auditors

In accordance with provision of Article 329, Paragraph 3 of the Companies Act, the Company proposes theelection of two Substitute Auditors in case the number of Auditors falls short of the number stipulated inlaws and regulations.
YAGI Toru shall be elected as Substitute Auditor for Outside Auditor (part-time), TAKAGUCHI Yoji, and
KOBAYASHI Yosuke shall be elected as Substitute Auditor if the election of Outside Auditor (part-time),
YAMAZAKI Hayato, is approved in Proposal No. 4.
Note that the effectiveness of the election of Substitute Auditors may be cancelled by the Board of Directors
by its resolution with an approval of the Board of Auditors, provided it is before they assume office.
The Board of Auditors has approved this proposal.
The candidates for Substitute Auditors are as follows.
No.

Name
(Date of birth)

Career summary, positions,and significant concurrent positions
April 2007YAGI Toru(March 20, 1985)[Male]
1

Joined ShinNihon Audit Corporation (currently
Ernst & Young ShinNihon LLC) (resigned inAugust 2017)
October 2010
Registered as Certified Public Accountant
September 2017 Joined AGS Consulting Co., Ltd.
Joined Tomoo Udono Tax Accountant Office (toJanuary 2019present)
Established Toru Yagi CPA Office (to present)
March 2019
Registered as certified public tax accountant
June 2021
Substitute Auditor of the Company
Member of the Independent Committee of theCompany (to present)
March 2023
Part-time Auditor of JEPLAN, INC. (to present)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for Substitute Auditor]
YAGI Toru is a candidate for Substitute Outside Auditor (part-time).
Since he is qualified as Certified Public Accountant and Certified Public Tax Accountant, and has knowledge toa considerable degree on financial affairs and accountancy, the Company proposes him as a candidate for
Substitute Outside Auditor (part-time).
Although he has not been directly involved in corporate management, the Company believes that he will
properly fulfill the responsibilities of Outside Auditor (part-time) according to the above reasons.
He meets the requirements for Independent Auditor stipulated by Tokyo Stock Exchange Inc.

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No.

Name(Date of birth)

KOBAYASHI Yosuke(September 7, 1979)[Male]
2

Career summary, positions,and significant concurrent positions
December 2007 Registered as Attorney-at-law
Joined Century Law Office
September 2013 Inspector of Incorporated Educational Institution
Kaiou Gakuin (to present)
February 2016 Partner of Century Law Office
August 2019
Partner of Showa General Law Office
April 2023
Representative Partner of IGT Legal Professional
Corporation (to present)
June 2023
Substitute Auditor of the Company
Member of the Independent Committee of theCompany (to present)

Number ofshares of theCompany held

[Reason for nomination as candidate for Substitute Auditor]
KOBAYASHI Yosuke is a candidate for Substitute Outside Auditor (part-time).
Since he has expert knowledge as attorney-at-law on general legal affairs including corporate legal affairs, theCompany proposes him as a candidate for Substitute Outside Auditor (part-time).
Although he has not been directly involved in corporate management, the Company believes that he will
properly fulfill the responsibilities of Outside Auditor (part-time) according to the above reasons.
He meets the requirements for Independent Auditor stipulated by Tokyo Stock Exchange Inc.
Notes: 1. There are no special interests between the candidates for Substitute Auditors and the Company.
2. If both YAGI Toru and KOBAYASHI Yosuke assume office as Auditor, the Company plans to enter into
an agreement with them to limit their liability pursuant to Article 423, Paragraph 1 of the Companies
Act to the amount stipulated by laws and regulations.
3. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany under Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement covers
compensation for damages and litigation costs to be borne by the insured persons under law. If acandidate assumes office as Auditor, they will be included in the insured persons under this insurance
agreement.

Proposal No. 6:

Payment of Bonuses to Directors

The Company plans to pay a total of 18,920,000 yen as board members’ bonus to the four Directors(excluding three Outside Directors) who served during the fiscal year ended March 31, 2024, taking into
account operating results for the fiscal year ended March 31, 2024 and other factors.
The Company determines that this proposal is reasonable since the operating results for the fiscal year
ended March 31, 2024, performance of Directors and other factors are taken into consideration in acomprehensive manner.
We cordially ask the shareholders to leave the details such as the amount, timing, and method of payment
to each Director to the discretion of the Board of Directors.

– End of Reference Documents –- 20 -

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