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 3, 2024
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 78th Annual General Meeting of Shareholders
Please be notified that the 78th Annual General Meeting of Shareholders of DAISUE CONSTRUCTION CO.,LTD. (the “Company”) will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing informationthat constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for which
the measures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the Company’s website by using the Internet address shown
below to review the information.
The Company’s website:
https://www.daisue.co.jp/ir/stock/meeting/ (in Japanese)
https://www.daisue.co.jp/en/ir/meeting/In addition to posting items subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from thelatter website, access the TSE website (Listed Company Search) by using the Internet address shown below, enter
the issue name (DAISUE CONSTRUCTION) or securities code (1814), and click “Search,” and then click “Basic
information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you do not wish to attend the meeting in person, you may exercise your voting rights via the Internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Thursday, June 20, 2024 (JST).

-1-1. Date and Time: Friday, June 21, 2024, 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 78th fiscal year (from April 1, 2023 toMarch 31, 2024), 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 78th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1:
Election of Seven Directors (Excluding Directors serving on the Audit andSupervisory Committee)
Proposal No. 2:
Election of Three Directors Serving on the Audit and Supervisory Committee
Proposal No. 3:
Election of One Substitute Director Serving on the Audit and Supervisory
Committee-2-4. Matters determined in relation to the convocation:(1) For this General Meeting of Shareholders, we have delivered paper-based documents to all shareholders,regardless of whether or not they have requested them. Among the items subject to measures for electronic
provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of
the Company, the following items are not provided in the paper-based documents delivered toshareholders. The Audit and Supervisory Committee and the Financial Auditor have audited the documents
subject to audit, including the following matters.
(i) The following matters in the Business Report“Principal Content of Business Undertakings,” “Important Business Offices,” “Status of Employees,”“Major Lenders,” “Matters Related to the Company’s Stock Acquisition Rights,” “Summary of theContent of Limited Liability Agreements,” “Summary of the Content of Directors and Officers Liability
Insurance Agreements,” “Status of the Financial Auditor,” “Systems for Ensuring Proper Business
Activities,” and “Outline of the Operation of Systems for Ensuring Proper Business Activities”(ii) “Consolidated Statement of Changes in Equity” in the Consolidated Financial Statements and “Notes to
the Consolidated Financial Statements”(iii) “Non-consolidated Balance Sheets,” “Non-consolidated Statements of Income,” and “Nonconsolidated Statement of Changes in Equity” in the Non-consolidated Financial Statements and“Notes to the Non-consolidated Financial Statements”(2) If voting rights are exercised in duplicate via the Internet and the voting form, the exercise of voting rights
via the Internet shall be treated as valid. In addition, if voting rights are exercised multiple times via theInternet, the final vote submitted shall be treated as valid.
(3) If there is no indication of a vote for or against any proposal on a voting form that has been returned, it
shall be deemed that you have indicated your approval.
- If you attend the meeting in person, please submit the enclosed voting form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:
Election of Seven Directors (Excluding Directors serving on the Audit and Supervisory
Committee)
The terms of office of all seven 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. In
addition, Director Hidehiro Gokon resigned as of March 31, 2024. Accordingly, the Company hereby requests
the appointment of seven 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

1

Kazunori Murao

2

Motohiro Kataoka

3

Koichiro Tsuru

4

Kenjo Matsuda

5

Hiroki Nakashotani

6Harumi Isowa

7

Yuriko Kajiwara

Position
Reappointed
Male
Reappointed
Male
Reappointed
Male
Newly
appointed
Male
Reappointed
OutsideMale
Reappointed
OutsideIndependent
FemaleNewly
appointed
OutsideIndependent
FemaleNumber of Board of
Directors meetings
attendedPresident & Representative Director, Executive
President

16/16

Director, Managing Executive Officer

16/16

Director, Executive Officer

16/16

Executive Officer-

Outside Director

16/16

Outside Director

16/16

-

-

-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)

1

Reappointed
Male

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

Apr. 2022
Apr. 2024

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
General Manager of Business Strategy Division(current position)

Number of theCompany’s shares
owned

19,070 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.
Apr. 1989
Joined The Sanwa Bank, Limited (current
MUFG Bank, Ltd.)
Jan. 2015
General Manager of Tamatsukuri Branch Office
May 2018
Joined the Company
Executive Officer
In charge of Management Strategy Department(current position) and CSR Promotion Office
Motohiro Kataoka(August 11, 1965)
June 2019
Director (current position)
6,339 shares
Apr. 2020
In charge of Audit & Supervisory Department
Reappointed
and Start-up Strategy Department (current
Maleposition)
Apr. 2022
Managing Executive Officer (current position)
In charge of DX Promotion Department, incharge of Systems Department, and in charge ofSales Promotion Department
Apr. 2024
In charge of DX Systems Strategy Department(current position)[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.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
Mar. 2010
Apr. 2013

Koichiro Tsuru(October 6, 1963)
Reappointed
Male
3

Oct. 2017
Apr. 2020

June 2021
Apr. 2022
Apr. 2024

4

Joined the Company
General Manager of Tokyo Renewal Business
Department
Executive Officer (current position)
General Manager of Construction Sales
Department, Tokyo Head Office
General Manager of Building Work
Department, Tokyo Head Office
General Manager of Tokyo Head Office(current position) and Deputy General Manager
of Sales Division
Director (current position)
In charge of Design Department (current
position)
In charge of Tokyo Real Estate Business
Department (current position) and in charge ofOsaka Real Estate Business Department(current position)

Number of theCompany’s shares
owned

5,989 shares[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 since 2013 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.
Apr. 1988
Joined the Company
Apr. 2020
Executive Officer (current position)
Kenjo Matsuda
General Manager of Building Work
(July 16, 1965)
Department, Tokyo Head Office
1,132 shares
Apr. 2022
General Manager of DX Promotion Division
Newly appointed
Apr. 2024
General Manager of Osaka Head OfficeMale(current position) and Deputy General Manager
of Business Strategy Division (current position)[Reasons for appointment]
Kenjo Matsuda has a wealth of experience and advanced knowledge relating to the Company’s operations, having beenin charge of units such as the technology department. In addition, he has been engaged in corporate management as an
Executive Officer of the Company since 2020, appropriately fulfilling his duties. Therefore, the Company considers
him suitably qualified as a Director of the Company and has nominated him 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. 1992
Apr. 2020

5

6

Number of theCompany’s shares
ownedJoined the former Misawa Homes Co., Ltd.
General Manager of Technology Department of
Misawa Homes Co., Ltd.
Hiroki Nakashotani
Apr. 2022
Executive Officer (current position)(March 12, 1970)
Deputy General Manager of Product and–Technology Development Division (current
Reappointed
position) and General Manager of Technology
OutsideDepartment of Product and Technology
Male
Development Division (current position)
June 2022
Outside Director of the Company (current
position)[Reasons for appointment and outline of expected role]
Hiroki Nakashotani has a wealth of experience and broad insight as a manager through his service as an Executive
Officer of another company, and he has been engaged in corporate management as an outside Director of the Company
since 2022, 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 technology departments to achieve the full effect of thebusiness alliance.
Apr. 1988
Joined The Mainichi Newspapers Co., Ltd.
Apr. 2006
General Manager of Kofu Branch
Apr. 2017
General Manager of Digital Media Branch
June 2018
General Manager of Sales Division II
Harumi Isowa
Director of Mainichi Advertising Inc.
(April 12, 1963)
June 2020
General Manager of Representative’s Office,151 shares
Reappointed
Tokyo Headquarters
OutsideJune 2021
Outside Director of Kobelco Eco-Solutions Co.,
Independent
Ltd.
FemaleJune 2022
Outside Director of the Company (current
position)
June 2023
Outside Director of the Oriental Shiraishi
Corporation (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, and has been appropriately performing her duties as an outside Director of theCompany since 2022. Therefore, the Company has nominated her as a candidate for an outside Director. If she isreappointed, she will be involved as a chairperson of the Remuneration Advisory Committee and a member of theNomination Advisory Committee from an independent standpoint in the selection of candidates for the Company’s
Board of Directors and decisions on remuneration, etc.

-7-

Candidate
No.

Name
(Date of birth)

Notes:

1.
2.
3.

4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined Japan Broadcasting Corporation
General Manager of Programming Department,
Osaka Broadcasting Station–
Newly appointed
June 2019
General Manager of Chiba BroadcastingOutsideStationIndependent
June 2021
Director-General of the Management
FemaleCommittee Secretariat[Reasons for appointment and outline of expected role]
Yuriko Kajiwara has a wealth of experience and broad insight through her duties at another company. Therefore, theCompany has nominated her as a candidate for an outside Director. If she is appointed, she will be involved as amember of the Nomination Advisory Committee and the Remuneration Advisory Committee from an independent
standpoint in the selection of candidates for the Company’s Board of Directors and decisions on remuneration, etc.
There is no special interest relationship between any of the candidates above and the Company.
Hiroki Nakashotani, Harumi Isowa, and Yuriko Kajiwara are candidates for outside Director.
The Company has entered into limited liability agreements with Hiroki Nakashotani and Harumi Isowa as provided forin Article 427, paragraph (1) of the Companies Act, and the amount of the liability limitation under said agreements isthe minimum liability amount stipulated by laws and regulations. Upon the approval of their reappointment, theCompany plans to continue such agreements with them. If the election of Yuriko Kajiwara is approved, the Company
plans to enter into the same limited liability agreement with her.
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.
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 has submitted notification to the aforementioned
exchange concerning her designation as an independent officer. Upon the approval of her reappointment, the Company
plans for her designation as an independent officer to continue. At the conclusion of this meeting, her tenure as an
outside Director of the Company will have been two years.
Yuriko Kajiwara 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 her as an independent officer
if she is elected.
At the conclusion of this meeting, the tenure of Hiroki Nakashotani as an outside Director of the Company will havebeen two years.
Yuriko Kajiwara(October 13, 1963)

7

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

-8-

(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.

-9-Proposal No. 2:
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.

Position

Number of Board of
Directors meetings
attended

Director, Audit and Supervisory Committee Member(full-time)

16/16

Outside Director, Audit and Supervisory Committee

16/16

Outside Director, Audit and Supervisory Committee

16/16

Name

1

Nobuhiro Maeda

2

Masaaki Yasuoka

3

Akinori Tani

Reappointed
Male
Reappointed
OutsideIndependent
Male
Reappointed
OutsideIndependentMale- 10 -

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)

1

Reappointed
Male

Apr. 2013
Apr. 2015
June 2015
Oct. 2015
Apr. 2016
Apr. 2017
Apr. 2018
Apr. 2020
June 2022

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
In charge of Human Resources Department andAudit Department
Managing Executive Officer
In charge of CS Department
Senior Managing Executive Officer
Executive Vice President
In charge of Systems Department
Director, Audit and Supervisory Committee
Member (full-time) of the Company (current
position)

Number of theCompany’s shares
owned

8,864 shares[Reasons for appointment]
Nobuhiro Maeda has a wealth of experience, achievements, and knowledge gained through his service as a Director and
Audit and Supervisory Committee of the Company, and the Company judges that he can audit and supervise theexecution of duties by Directors from an objective and fair standpoint. Therefore, the Company has nominated him
once again 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.)
June 2008
Representative Director and President of Mobit
Masaaki Yasuoka
Co., Ltd. (current Sumitomo Mitsui Card
(January 10, 1956)
Company, Limited)
580 shares
Reappointed
June 2013
Standing Audit & Supervisory Board Member
Outsideof Mitsubishi UFJ NICOS Co., Ltd.
Independent
June 2015
Representative Director, Senior Managing
Male
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 NCD 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 in the selection of candidates for the Company’s
Board of Directors and decisions on remuneration, etc.

- 11 -

Candidate
No.

Name
(Date of birth)

Notes:

1.
2.
3.

4.

5.

Dec. 2010

Number of theCompany’s shares
ownedRegistered as an attorney at law (current
position)Jan. 2011
Joined Kitahama Partners
Jan. 2018
Partner
758 shares
Reappointed
Jan. 2019
Partner of Kitahama Partners LPC. (current
Outsideposition)Independent
June 2022
Outside Director, Audit and Supervisory
Male
Committee of the Company (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 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 theNomination Advisory Committee and Remuneration Advisory Committee from an independent standpoint in theselection of candidates for the Company’s Board of Directors and decisions on remuneration, etc.
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 Nobuhiro Maeda, Masaaki Yasuoka and Akinori Tani
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 theirreappointments, the Company plans to continue such 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 and Akinori Tani satisfy the requirements for an independent officer as provided for by Tokyo Stock
Exchange, and also satisfies the Company’s independence standards, and the Company has submitted notification to theaforementioned exchange concerning their designation as an independent officer. Upon the approval of theirreappointment, the Company plans for their designation as an independent officer to continue. At the conclusion of thismeeting, their tenure as an outside Director serving on the Audit and Supervisory Committee of the Company will havebeen four years for Masaaki Yasuoka and two years for Akinori Tani.
Akinori Tani
(May 29, 1975)

3

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company- 12 -

Proposal No. 3:
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)
OutsideIndependent
Male

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 through his service as an outside Audit & Supervisory Board Member of other companies. Therefore, theCompany has nominated him as a candidate for substitute outside Director serving on the Audit and Supervisory Committee. If he isappointed as an outside Director serving on the Audit and Supervisory Committee, he will be involved as a member of theNomination Advisory Committee and Remuneration Advisory Committee from an independent standpoint in the selection ofcandidates for the Company’s Board of Directors and decisions on remuneration, etc.
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 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.

- 13 -

[Reference]
Diversity of the Board of Directors and the Audit and Supervisory Committee(if Proposal No. 1 and Proposal No. 2 are approved)
Candidate No. of
Directors(excluding Directors
serving on the Audit
and Supervisory
Committee)

Name

Gender1

Kazunori Murao

Male

●

2

Motohiro Kataoka

Male

●

3

Koichiro Tsuru

Male

●

4

Kenjo Matsuda

Male

●

5

Hiroki Nakashotani

Male

●

6

Harumi Isowa

Female●●7

Yuriko Kajiwara

Female●●OutsideKnowledge and experience expected by the Company*
Independence
Corporate Finance andLegalDX(outside
Sales
Technology
management accounting compliance
IT
only)

●
●

●

●

●

●
●

●

●
●

●

●

●

●

●

●

●

* The above list does not represent all the knowledge and experience of the candidates.
Directors serving on
the Audit andSupervisory
Committee

Name

Gender1

Nobuhiro Maeda

Male

2

Masaaki Yasuoka

Male

●

3

Akinori Tani

Male

●

OutsideIndepenKnowledge and experience expected by the Company*
dence
Corporate Finance andLegalDX(outside
Sales
Technology
management accounting compliance
IT
only)

●

●

●

●

●

●

●

●

●

●

●

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

- 14 -●●●●