Note: This document has been translated from the Japanese original for reference
purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail.
Securities Code: 8704
June 7, 2024

Dear Shareholders

28th Floor, Yebisu Garden Place Tower,
4-20-3, Ebisu, Shibuya-ku, Tokyo

TRADERS HOLDINGS CO., LTD.
Representative Director, Chairman and President
Takayuki Kanamaru

Notice of Convocation of
the 25th Annual General Meeting of Shareholders
I would like to take this opportunity to thank all of you for your ongoing support.
We are pleased to inform you that the 25th Annual General Meeting of Shareholders
will be held as outlined below.
In convening the Annual General Meeting of Shareholders, we have taken electronic
provision measures for information contained in the reference and other documents for
the Annual General Meeting of Shareholders (items subject to electronic provision
measures), and they are posted on the following websites on the Internet.
We ask you to access either of these websites and confirm.
[The Company’s website (in Japanese)]https://www.tradershd.com/ir/soukai/
In addition to the above website, the items subject to electronic provision measures arealso posted on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE
website (Listed Company Search) below, enter and search “Traders Holdings” for Issue
name (company name) or “8704” for Code, select “Basic information” and then“Documents for public inspection/PR information,” and check “Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting”
under “Filed information available for public inspection.”[TSE website (Listed Company Search) (in Japanese)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you do not attend the meeting, you may exercise your voting rights by electronicmeans (via the Internet, etc.) or in writing. Please review the Reference Documents for
the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on
Tuesday, June 25, 2024, (JST).
-1-

1.
2.
3.

4.

10 a.m. on Wednesday, June 26, 2024, (JST)(Doors will open at 9:30 a.m.)
SPACE 6 Conference Room, 4th Floor, Ebisu Garden Place
Place:
Tower 4-20-3, Ebisu, Shibuya-ku, Tokyo
Agenda for the Meeting:
1. Report on the content of the business report and the
Matters to Be
consolidated financial statements and report on the results ofReported:
the audits of the consolidated financial statements performedby the Accounting Auditor and the Audit & Supervisory
Board for the 25th fiscal year (covering the period from
April 1, 2023, to March 31, 2024).
2. Report on the non-consolidated financial statements for the
25th fiscal year (covering the period from April 1, 2023, to
March 31, 2024).
Matters to Be Resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors (Excluding Directors Who Are
Proposal 3:
Audit and Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit and Supervisory
Proposal 4:
Committee Members
Election of One (1) Substitute Director Serving as Audit andProposal 5:
Supervisory Committee Member
Establishment of the Amount of Remuneration for Directors
Proposal 6:(Excluding Directors Who Are Audit and Supervisory
Committee Members)
Establishment of the Amount of Remuneration for Directors
Proposal 7:
Who Are Audit and Supervisory Committee Members
Establishment of Remuneration for Granting Restricted Stock
Proposal 8:
to Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors)
Matters Regarding the Exercise of Voting Rights:
Date and time:(1) If neither “for” or “against” is marked on the submitted Voting Rights
Exercise Form, it will be treated as consent for the relevant proposals.
(2) If you exercise your voting rights more than once via the Internet, etc., only
your last vote will be treated as valid.
(3) If you exercise your voting rights both in writing using the voting form andvia the Internet, etc., only the vote cast via the Internet, etc., will be treated asvalid, regardless of the date and time that the votes are received.
◎ If you plan to attend the Meeting in person, please submit the Voting Rights Exercise Form to thereceptionist at the Meeting.
◎ Should there be any amendments to the electronic provision measures, a notice to that effect andthe matters before and after the amendments will be posted on the Company website and the TSE
website on the Internet.
◎ Any changes in the management of the Annual General Meeting of Shareholders will beannounced on the Company website.

-2-◎ In accordance with laws and regulations and the provisions of Article 15 of the Articles ofIncorporation of the Company, the following matters are not included in the documents including
the electronic provision measures to be issued to shareholders who have requested the issuance ofsuch documents.
(i) “Principal Offices,” “Employees,” “Accounting Auditors,” “Systems to Ensure Proper
Operations,” and “Basic Policy on Control of the Company” in the Business Report;(ii) Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial
Statements; and(iii) Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements
The Audit & Supervisory Board Members and the Accounting Auditors have audited the
documents subject to audit, including the matters stipulated above.

-3-

Guide to Exercising Voting Rights by Electronic Means
1. Exercising voting rights via the Internet
If you wish to exercise your voting rights via the Internet, please review thefollowing points before exercising your voting rights. If you plan to attend theMeeting in person, you do not need to complete any procedures to exercise yourvoting rights by mail or via the Internet.
(i) Voting rights exercise website(1) You can exercise your voting rights via the Internet by accessing the voting rights
exercise website designated by the Company (https://evote.tr.mufg.jp/ ) from yourpersonal computer or smartphone. (Please note that you will not be able to accessthe above URL from 2:30 a.m. to 4:30 a.m. every day.)(2) You may not use the voting rights exercise website to exercise your voting rights
using your personal computer or smartphone depending on your Internet usage
environment, subscription services, or model.
(3) You may exercise your voting rights via the Internet by 5:30 p.m. on Tuesday, June25, 2024, (JST). We ask you to exercise your voting rights ahead of time and contact
the Help Desk if you have any questions.
(ii) How to exercise your voting rights via the Internet
On the voting rights exercise website (https://evote.tr.mufg.jp/ ), use the “Login ID”
and “Tentative Password” indicated on the Voting Rights Exercise Form, and follow
the on-screen guidance to cast your vote.
2. Platform for exercise of electronic voting rights
Nominal shareholders such as trust companies, including standing proxies, who haveapplied in advance for the use of the electronic voting rights exercise platform
operated by ICJ, Inc., a joint venture company established by the Tokyo Stock
Exchange, etc., may also use the platform as a method of exercising their voting rights
by electronic means at the General Meeting of Shareholders of the Company inaddition to the exercise of voting rights via the Internet as described in 1. above.

-4-

Consolidated financial statements
i. Consolidated balance sheets(Millions of yen)
As of March 31,
2024
AssetsCurrent assets
Cash and deposits
Work in process
Segregated deposits
Segregated deposits for customers
Other segregated deposits
Trading products
Short-term guarantee deposits
Margin deposits for foreign exchanges
Margin deposits for crypto assets
Margin deposits for other assets
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Tools, furniture and fixtures
Intangible assets
Software
Other
Investments and other assets
Investment securities
Long-term advance paid
Deferred tax assets
Other
Allowance for doubtful accounts
Total non-current assets
Total assets
Note: All amounts are rounded down to the nearest million Japanese yen.

-5-

8,850
1
99,572
99,556
16
1,200
5,970
5,569
396
5
806
(23)
116,378
257
168
88
744
702
41
813
100
20
275
435
(19)
1,814
118,193(Millions of yen)
As of March 31,
2024
Liabilities
Current liabilities
Trading products
Deposits received
Guarantee deposits received
Margin deposits received for foreign exchanges
Margin deposits received for crypto assets
Short-term borrowings
Current portion of long-term borrowings
Current portion of bonds payable
Income taxes payable
Provision for bonuses
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Provision for retirement benefits for directors (and other officers)
Retirement benefit liability
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Foreign currency translation adjustment
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

-6-

298
26
100,113
99,977
136
1,127
393
600
505
273
546
103,884
112
33
41
0
187
104,0711,564
961
12,386(921)
13,99178
78
49
0
14,121
118,193

ii. Consolidated statements of income(Millions of yen)
Fiscal year ended
March 31, 2024
Operating revenue
Commission received
Net trading income
Financial revenue
Other sales
Total operating revenue
Financial expenses
Cost of sales
Net operating revenue
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Subsidy income
Insurance claim income
Other
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Reversal of provision for bonuses
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Head office relocation expenses
Impairment losses
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent
Note: All amounts are rounded down to the nearest million Japanese yen.

-7-

80
9,787
1
234
10,103
53
138
9,912
5,499
4,412
2
3
2
1
9
14
14
2
31
4,389
3
3
7
18
6
32
4,360
758
267
1,026
3,334
(0)
3,334

Non-consolidated financial statements
i. Non-consolidated balance sheets(Millions of yen)
As of March 31,
2024
AssetsCurrent assets
Cash and deposits
Accounts receivable - other
Other
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Other
Total property, plant and equipment
Investments and other assets
Shares of subsidiaries and associates
Investments in capital of subsidiaries and associates
Guarantee deposits
Long-term prepaid expenses
Deferred tax assets
Total investments and other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Current portion of long-term borrowings
Accrued expenses
Income taxes payable
Provision for bonuses
Other
Total current liabilities
Non-current liabilities
Long-term deposits received
Provision for retirement benefits for directors (and other officers)
Provision for retirement benefits
Total non-current liabilities
Total liabilities
Note: All amounts are rounded down to the nearest million Japanese yen.

-8-

711
537
97
1,346

60
27
87
2,160
127
136
255
187
2,866
2,954
4,301

291
100
4
34
57
488
89
12
4
105
594

(Millions of yen)
As of March 31,
2024
Net assets
Shareholders' equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Other retained earnings
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders' equity
Share acquisition rights
Total net assets
Total liabilities and net assets
Note: All amounts are rounded down to the nearest million Japanese yen.

-9-

1,564
558
404
963

2,050
2,050
(921)
3,656
49
3,706
4,301

ⅱ. Non-consolidated statements of income(Millions of yen)
Fiscal year ended
March 31, 2024
Operating revenue
Consulting fee income of subsidiaries and affiliates
Dividends from subsidiaries and associates
Total operating revenue
Net operating revenue
Selling, general and administrative expenses
Operating profit
Non-operating income
Recoveries of written off receivables
Other
Total non-operating income
Non-operating expenses
Interest expenses
Commission expenses
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on liquidation of subsidiaries
Reversal of provision for bonuses
Total extraordinary income
Extraordinary losses
Head office relocation expenses
Loss on retirement of non-current assets
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitNote: All amounts are rounded down to the nearest million Japanese yen.

- 10 -

937
951
1,888
1,888
984
903
0
0
0
9
1
0
11
892
5
2
8
12
0
12
887
(432)
152
(280)
1,168

Reference Materials for the Annual General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Our basic policy is to maintain a stable dividend payment twice a year with a target
consolidated dividend on equity ratio (DOE) of 4%, taking into account the need to secureretained earnings to develop businesses and strengthen the management base toward theachievements of our targets.
Based on the above policy, we propose to pay a year-end dividend for the fiscal year
ended March 31, 2024, as follows.
(1) Type of dividend asset
Cash(2) Allocation of dividend asset and total amount of allocation
16 yen per share of common stock; total amount: 446,360,368 yen(3) Effective date of distribution of the dividend
June 27, 2024

- 11 -

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendment(1) Change of Purpose
The Company proposes to make a partial amendment to the description of thebusiness purpose in Article 2 (Purpose) of the current Articles of Incorporation of
the Company to clarify the business content in line with the current businessactivities of the Company and its subsidiaries and to respond to future businessdevelopment and diversification of the business content.
(2) Transition to a Company with an Audit and Supervisory Committee
From the perspective of further enhancing corporate governance, the Company
plans to transition to a company with an Audit and Supervisory Committee.
Accordingly, the Company will newly establish provisions concerning the
Audit and Supervisory Committee Members and the Audit and Supervisory
Committee and delete provisions concerning Audit & Supervisory Board
Members and the Audit & Supervisory Board, which are necessary for thetransition to a company with an Audit and Supervisory Committee. In addition,
the Company will newly establish provisions concerning the delegation ofdecisions on the execution of business.
And, Article 42, Paragraph 1 and 2 of the current Articles of Incorporation
provides for the limitation of liability of Audit & Supervisory Board Members.
However, in order to clarify that it is possible to limit the liability of Audit &Supervisory Board Members for their actions prior to the deletion of thisprovision, transitional measures concerning the limitation of liability of Audit &Supervisory Board Members will be newly established as a supplementaryprovision.
(3)

Other
In accordance with the above-mentioned changes, the Company will revise
and delete wording, add new articles, and change the number of articles.

The proposed amendments to the Articles of Incorporation shall become effective at
the conclusion of this General Meeting of Shareholders.
2. Details of amendments
The details of the amendments are as follows:(Proposed amendments underlined)
Proposed amendments
CHAPTER I
GENERAL PROVISIONS

Current Articles of Incorporation
CHAPTER I
GENERAL PROVISIONS
Article 2. (Purpose)
1. The purpose of the Company shall be tocontrol and manage the business activitiesof domestic and foreign companies that
conduct the following or similar business
operations, through the holding of shares orother equity interest in such companies.

Article 2. (Purpose)(Unchanged)- 12 -

Current Articles of Incorporation
Proposed amendments(1) to (11)(Omitted)(8) to (11)(Unchanged)(12) Support for corporations operating power(Deleted)
plants using renewable energy resources
such as solar, biomass, wind, geothermal,
and hydraulic power, and consulting
services such as setting up environmental
funds and other related businesses(13) to (18)
(Omitted)(12) to (17)(Unchanged)(19) Sales, maintenance, import and export of(Deleted)
technology, products and services related
to refrigeration, freezing, ice making,thawing, and heating(20) Research, development, sales, and(Deleted)
implementation support for various
systems and products as well as services
using biometric authentication
technology(Newly established)(18) Investment in and development of CVC
funds, venture capital, and venturecompanies(21) to (22)(Omitted)(19) to (20)(Unchanged)
CHAPTER IISHARESCHAPTER IISHARES

Article 11. (Procedure for the Exercise of
Article 11. (Procedure for the Exercise of
Shareholder Rights)
Shareholder Rights)
2. The following matters relating to proposals(Unchanged)
submitted by shareholders, if they exceed
400 Japanese characters, shall be outlined in
the reference documents for the General
Meeting of Shareholders.
(1) Reasons for proposal(1) Reasons for proposal(2) Matters related to the election of(2) Matters related to the election of
Directors, Accounting Advisor, Audit
Directors (excluding Directors who are& Supervisory Board Members, andAudit and Supervisory Committee
Accounting Auditor
Members), Directors who are Audit andSupervisory Committee Members, andAccounting Auditor
CHAPTER IV
DIRECTORS AND THE BOARD OF
DIRECTORSCHAPTER IV
DIRECTORS AND THE BOARD OF
DIRECTORS

Article 21. (Number of Directors)
1． Directors of the Company shall number
eleven (11) or fewer.

Article 21. (Number of Directors)
1. Directors (excluding Directors who are
Audit and Supervisory Committee
Members) of the Company shall number
eleven (11) or fewer.
2. The Company shall number five (5) or
fewer Directors who are Audit andSupervisory Committee Members.

(Newly established)- 13 -

Current Articles of Incorporation
Proposed amendments
Article 22. (Election of Directors)
Article 22. (Election of Directors)
1. Directors of the Company shall be elected by 1. Directors of the Company shall be elected
resolution of a General Meeting ofby resolution of a General Meeting of
Shareholders.
Shareholders, distinguishing between
Directors who are Audit and Supervisory
Committee Members and other Directors.
Article 23. (Term of Office of Directors)
1. The term of office of a Director shallcontinue through the conclusion of theAnnual General Meeting of Shareholders
held with respect to the last fiscal year
ending within one (1) year after his or her
election.
2. The term of office of a Director elected tofill a vacancy or increase the number of
Directors shall expire at the end of the termof office of the other Directors in office.

(Newly established)(Newly established)

Article 23. (Term of Office of Directors)
1. The term of office of a Director of theCompany (excluding Director who are
Audit and Supervisory Committee
Member) shall continue through theconclusion of the Annual General Meetingof Shareholders held with respect to the last
fiscal year ending within one (1) year after
his or her election.
2. The term of office of a Director who is an
Audit and Supervisory Committee Memberof the Company shall continue through theconclusion of the Annual General
Meeting of Shareholders held withrespect to the last fiscal year ending
within two (2) years after his or her
election.
3. The term of office of a Director who is an
Audit and Supervisory Committee
Member elected as a substitute for a
Director who is an Audit and Supervisory
Committee Member who retired prior to
the expiration of his or her term of officeshall continue until the expiration of theterm of office of the retired Director who
is an Audit and Supervisory Committee
Member.
Article 24. (Delegation of decision making onimportant business execution)
Pursuant to Article 399-13, Paragraph 6 of
the Companies Act, the Company may
delegate all or part of decisions on theexecution of important operations(excluding matters set forth in the items of
Paragraph 5 of the same Article) to
Directors by a resolution of the Board of
Directors.

- 14 -

Current Articles of Incorporation
Proposed amendments
Article 24. (Convocation of Board of Directors Article 25. (Convocation of Board of Directors
Meetings)
Meetings)
3.
Noticeforconvening a meeting of the
3． Notice for convening a meeting of theBoard of Directors shall be dispatched to
Board of Directors shall be dispatched toeach Director three (3) days prior to theeach Director and each Audit &date of the meeting. Provided, however, thisSupervisory Board Member three (3) days
period may be shortened in the event of anprior to the date of the meeting. Provided,
emergency.
however, this period may be shortened in
the event of an emergency.
4. With the consent of all Directors, a Board
4． With the consent of all Directors andof Director’s meeting may be held without
Audit & Supervisory Board Members, aundertaking convocation procedures.
Board of Directors meeting may be held
without undertaking convocation
procedures.
Article 25.

(Omitted)

Article 26.

(Unchanged)

Article 26. (Omission of Resolution by the
Board of Directors)
If all Directors indicate their consent to a
proposal regarding a matter, which is the
subject of a resolution by the Board of
Directors, either in writing or in electronic
form, the Company shall deem suchproposal as having been approved by the
Board of Directors. Provided, however,that this shall not apply if any Audit &Supervisory Board Member expresses anobjection.

Article 27. (Omission of Resolution by the
Board of Directors)
If all Directors indicate their consent to a
proposal regarding a matter, which is the
subject of a resolution by the Board of
Directors, either in writing or in electronic
form, the Company shall deem suchproposal as having been approved by the
Board of Directors.

Article 27. (Representative Director andExecutive Director)
1. The Board of Directors shall, by its
resolution, elect Representative Director(s).

Article 28. (Representative Director andExecutive Director)
1. The Board of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) shall, by its
resolution, elect Representative Director(s).
2.
(Unchanged)
3. The Board of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) may, by its
resolution, elect one (1) Chairperson and
Director, one (1) President Director and anumber of Vice President Director, Senior
Managing Directors, and Managing
Directors.

2.
3.

(Omitted)
The Board of Directors may, by its
resolution, elect one (1) Chairperson and
Director, one (1) President Director and anumber of Vice President Director, Senior
Managing Directors, and Managing
Directors.

- 15 -

Current Articles of Incorporation
Article 28. (Minutes of Board of Directors
Meetings)
A summary of the proceedings at Boardof Directors meetings and the results
thereof as well as any other mattersprovided for by laws and regulations shallbe recorded in the minutes of themeetings, which shall bear the names andseals or the electronic signatures of the
Directors and Audit & Supervisory Board
Members present at the meetings.

Proposed amendments
Article 29. (Minutes of Board of Directors
Meetings)
A summary of the proceedings at Boardof Director’s meetings and the results
there of as well as any other mattersprovided for by laws and regulations shallbe recorded in the minutes of themeetings, which shall bear the names andseals or the electronic signatures of the
Directors present at the meetings.

Article 29.

Article 30.

(Omitted)(Unchanged)

Article 30. (Remuneration, etc. for Directors)
Remuneration, etc., for Directors shall be
determined by resolution of a General
Meeting of Shareholders.

Article 31. (Remuneration, etc. for Directors)
Remuneration, bonuses and otherfinancial benefits to be received from theCompany as consideration for the
execution of duties by Directors shall be
determined by a resolution of theGeneral Meeting of Shareholders by
distinguishing between Directors who
are Audit and Supervisory Committee
Members and other Directors.

Article 31.

Article 32.

(Omitted)
CHAPTER V
AUDIT & SUPERVISORY BOARD
MEMBERS AND AUDIT &SUPERVISORY BOARD(Unchanged)(Deleted)

Article 32. (Establishment of Audit &Supervisory Board Members andAudit & Supervisory Board)
The Company shall have Audit &Supervisory Board Members and an Audit& Supervisory Board.

(Deleted)

Article 33. (Number of Audit & Supervisory
Board Members)
The Audit & Supervisory Board Membersof the Company shall number three (3) ormore.

(Deleted)

Article 34. (Election of Audit & Supervisory
Board Members)
1. Audit & Supervisory Board Members shallbe elected by resolution of a General
Meeting of Shareholders.

(Deleted)- 16 -

2.

3.

4.

Current Articles of Incorporation
Resolutions for the election of Audit &Supervisory Board Members shall be madeby a majority of the voting rights held byshareholders present at the meeting where
shareholders holding shares representing
not less than one-third (1/3) of the voting
rights of the shareholders entitled to vote atsuch meeting are present.
The Company may elect alternate Audit &Supervisory Board Members at a General
Meeting of Shareholders to provide for a
possible shortfall in the number of Audit &Supervisory Board Members stipulated bylaws and regulations or the Articles ofIncorporation.
The effectiveness of the election of analternate Audit & Supervisory Board
Member shall continue until thecommencement of the Annual General
Meeting of Shareholders relating to the last
fiscal year ending within four (4) years
after his or her election.

Proposed amendments(Deleted)(Deleted)(Deleted)

Article 35. (Term of Office of Audit &Supervisory Board Members)
1. The term of office of an Audit &Supervisory Board Member shall continue
through the conclusion of the Annual
General Meeting of Shareholders held withrespect to the last fiscal year ending withinfour (4) years after his or her election.
2. The term of office of an Audit &Supervisory Board Member elected to fill avacancy shall expire when the term ofoffice of the departed Audit & Supervisory
Board Member expires.

(Deleted)

Article 36. (Full-time Audit & Supervisory
Board Members)
The Audit & Supervisory Board shall electa full-time Audit & Supervisory Board
Member from among the Audit &Supervisory Board Members.

(Deleted)- 17 -(Deleted)

Current Articles of Incorporation
Article 37. (Convocation of Audit &Supervisory Board Meetings)
1. A full-time Audit & Supervisory Board
Member shall convene Audit Supervisory
Board meetings. Provided, however, thisshall not preclude any other Audit &Supervisory Board Member fromrequesting a full-time Audit & Supervisory
Board Member to convene a meeting of the
Audit & Supervisory Board or fromconvening such a meeting by himself or
herself.
2. Notice for convening a meeting of the
Audit & Supervisory Board shall bedispatched to each Audit & Supervisory
Board Member three (3) days prior to thedate of the meeting. However, this period
may be shortened in the event of an
emergency.
3. With the consent of all Audit &Supervisory Board Members, a meeting of
the Audit & Supervisory Board may be held
without undertaking convocation
procedures.

Proposed amendments(Deleted)

Article 38. (Method of Resolutions at Audit&Supervisory Board Meetings)
Except as otherwise provided by law,resolutions of the Audit & Supervisory
Board shall be adopted by a majority voteof all Audit & Supervisory Board Members.

(Deleted)

Article 39. (Audit & Supervisory Board
Regulations)
Matters relating to the Audit & Supervisory
Board shall be governed by the Audit &Supervisory Board Regulations establishedby the Audit & Supervisory Board, in
addition to laws and regulations or the
Articles of Incorporation.

(Deleted)

Article 40. (Minutes of Audit & Supervisory
Board Meetings)
A summary of the proceedings at Audit &Supervisory Board meetings and the results
thereof as well as any other mattersprovided for by laws and regulations shallbe entered or recorded in the minutes of themeetings, which shall bear the names andseals or the electronic signatures of the
Audit & Supervisory Board Memberspresent at the meetings.

(Deleted)- 18 -(Deleted)(Deleted)

Current Articles of Incorporation
Article 41. (Remuneration, etc. for Audit &Supervisory Board Members)
Remuneration, etc. for Audit & Supervisory
Board Members shall be determined byresolution of a General Meeting of
Shareholders.

Proposed amendments(Deleted)

Article 42. (Limitation of Liabilities of Audit &Supervisory Board Members)
1. Pursuant to the provisions of Paragraph 1 of
Article 426 of the Companies Act, theCompany may, to the extent permitted bylaws and regulations, exempt an Audit &Supervisory Board Member (including aperson who had served as an Audit &Supervisory Board Member) from liability
for damages due to any failure in his or her
duties by a resolution of the Board of
Directors.
2. The Company may enter into a contract
with an Audit & Supervisory Board
Member to limit liability for damages
arising from any failure in his or her duties
pursuant to the provisions of Paragraph 1 of
Article 427 of the Companies Act.
Provided, however, that the maximum
amount of liability under such contract shallbe the amount specified by laws andregulations.

(Deleted)(Deleted)(Newly established)

CHAPTER V
Audit and Supervisory Committee(Newly established)

Article 33. (Establishment of Audit andSupervisory Committee)
The Company shall establish an Audit
and Supervisory Committee.

(Newly established)

Article 34. (Full-time Audit and Supervisory
Committee Member)
The Audit and Supervisory Committee
may, by its resolution, appoint full-time
Audit and Supervisory Committee
Members from among the Audit andSupervisory Committee Members.

- 19 -

Current Articles of Incorporation(Newly established)(Newly established)

Proposed amendments
Article 35. (Notice for convening a meeting of
the Audit and Supervisory
Committee)
1. Notice for convening a meeting of the
Audit and Supervisory Committee shall bedispatched to each Audit and Supervisory
Committee Member three (3) days prior to
the date of the meeting. However, thisperiod may be shortened in the event of an
emergency.
2. Notwithstanding the provisions of thepreceding paragraph, if the consent of all
Audit and Supervisory Committee Members
is obtained, a meeting of the Audit andSupervisory Committee may be held without
the convocation procedures.

(Newly established)

Article 36. (Method of Resolution of the Audit andSupervisory Committee)
Resolutions of the Audit and Supervisory
Committee shall be made by a majority of the
Audit and Supervisory Committee Memberspresent at the meeting where a majority of the
Audit and Supervisory Committee Members
who are entitled to participate in the vote arepresent.

(Newly established)

Article 37. (Minutes of Audit and Supervisory
Committee Meetings)
The outline and results of the proceedingsof the Audit and Supervisory Committee
meetings and other matters prescribed bylaws and regulations shall be entered orrecorded in the minutes, and the Audit andSupervisory Committee Members present
at the meeting shall affix their names andseals or electronic signatures thereto.

(Newly established)

Article 38. (Audit and Supervisory Committee
Rules)
Matters concerning the Audit andSupervisory Committee shall be governedby the Audit and Supervisory Committee
Rules established by the Audit andSupervisory Committee, in addition to theprovisions of laws and regulations or the
Articles of Incorporation.

- 20 -

Current Articles of Incorporation
Proposed amendments
Article 43. to Article 45. (Omitted)
Article 39. to Article 41. (Unchanged)
Article 46. (Remuneration, etc., for Accounting Article 42. (Remuneration, etc., for Accounting
Auditor)
Auditor)Remuneration, etc., for the Accounting
Remuneration, etc., for the Accounting
Auditor shall be determined by the
Auditor shall be determined by the
President Director with the consent of
President Director with the consent of the
Audit and Supervisory Committee.
the Audit & Supervisory Board.
Article 47.

(Omitted)

Article 48. to Article 50.

Article 43.
(Omitted)(Newly established)(Newly established)(Newly established)(Newly established)(Unchanged)

Article 44. to Article 46.

(Unchanged)

Supplementary provision
Article 1. (Transitional Measures for Exemption
from Liability of Audit &Supervisory Board Members
Prior to Transition to a Company
with Audit and Supervisory
Committee）
1. Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, theCompany may, by a resolution of the Boardof Directors, exempt Audit & Supervisory
Board Members (including former Audit &Supervisory Board Members) from liability
for damages arising from negligence in theirduties prior to the partial amendments to the
Articles of Incorporation that were resolved
at the 25th Annual General Meeting of
Shareholders taking effect, to the extent
permitted by laws and regulations.
2. The agreement to limit the liability of Audit& Supervisory Board Members (including
former Audit & Supervisory Board
Members) for failure to perform their duties
prior to the 25th Annual General Meeting of
Shareholders pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies
Act shall be governed by Article 42,
Paragraph 2 of the Articles of Incorporation
prior to the amendment by the resolution of
the same Annual General Meeting of
Shareholders.

- 21 -

Proposal 3: Election of Five (5) Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Subject to the approval of Proposal 2 “Partial Amendments to the Articles ofIncorporation,” the Company will transition to a company with an Audit andSupervisory Committee. The terms of office of all Directors will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company
proposes the election of five Directors (excluding Directors who are Audit andSupervisory Committee Members). This proposal will become effective on thecondition that the amendments to the Articles of Incorporation in Proposal 2 take effect.
Candidates for Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows:
Candidate
No.

Name(Date of birth)

Career summary, positions and areas of responsibilities Number of theCompany’s(Significant concurrent positions outside the Company) shares owned
Oct. 1967

President and Representative Directorof Daiwa Shohin Co., Ltd.
Takayuki
Apr. 1991
Director of Daiwa Futures Co., Ltd.
Kanamaru(currently Himawari Securities, Inc.)
1(October 28,1928) Apr. 2002
Director of the Company[Male]
Jan. 2009
President and Representative Director
Reelection
July 2012
AdviserJune 2020
Representative Director, Chairman andPresident (current position)(Reasons for designation as a Director nominee)
Mr. Takayuki Kanamaru, as the Company's founder, has contributed to the
expansion of the Company’s business over many years and has played an
important role in the sustainable growth and enhancement of corporate value of
the Group. The Company nominates Mr. Takayuki Kanamaru as a Director
because we believe that his extensive experience and broad knowledge havegreatly contributed to the growth of the Group.

- 22 -

1,454,500

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibilities Number of theCompany’s(Significant concurrent positions outside the Company) shares owned
Apr. 2015
Sep. 2021

Joined DENTSU INC.
Joined the Company, General Manager,
Strategic Business Promotion
Department
Takeshi Kanamaru June 2022
Director (current position)(March 5,1991) June 2022
Director of Nextop.Asia Co., Ltd.
270,300[Male](currently FleGrowth Co., Ltd.)
Reelection(current position)
June 2022
Director of Nextop Software (Dalian)Co., Ltd. (current position)
June 2022
Director of Nextop Co., Ltd.
(current position)(Reasons for designation as a Director nominee)
The reason for nominating Mr. Takeshi Kanamaru as a candidate for Director is that he has
extensive experience in sales and marketing at a major advertising agency. He will use his
experience to support market measures such as commercials, etc., for securities subsidiaries andCVC (Corporate Venture Capital) to invest in start-up companies with growth potential, andcreate new added value in the Group's businesses, including the introduction of a new personnel
system with an eye to the sustainable growth.
The Company nominates Mr. Takeshi Kanamaru as a Director because it expects that he willcontribute to the sustainable corporate growth of the Company by executing his duties on the
management of subsidiaries through guidance on sales and marketing as well as advertisingdevelopment throughout the Group.

- 23 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibilities Number of theCompany’s(Significant concurrent positions outside the Company) shares owned
Oct. 1995

Joined Tohmatsu &Co. (currently Deloitte Touche
Tohmatsu LLC)
Jan. 2000
Joined Showa Ota & Co. (currently
Ernst & Young ShinNihon LLC)
Mar. 2000 Registered as a certified public
accountant
Sep. 2001
Joined Traders Securities Co., Ltd.
(currently TRADERS HOLDINGS CO.,LTD.)
Apr. 2003
Director of Traders Securities Co., Ltd.
Nov. 2008 Opened Niizuma Certified Public
Masayuki Niizuma
Accountants Office, Director (current(November 8,1970)3
position)
38,900[Male]
May 2009
Registered as a tax accountant
Reelection
June 2011
Director of the Company
July 2017
AdviserJune 2021
Director of the Company
June 2022
Executive Managing Director (current
position)
June 2022
Director of Nextop.Asia Co., Ltd.
(currently FleGrowth Co., Ltd.)(current position)
June 2022
Director of Nextop Software (Dalian)Co., Ltd. (current position)
June 2022
Director of Nextop Co., Ltd.
(current position)(Reasons for designation as a Director nominee)
Mr. Niizuma has served as a Director at the Company for a long period of time and contributed tothe establishment and strengthening of the business foundation since the early days of theCompany. In addition, as a certified public accountant and tax accountant, he has deep knowledgeof accounting, taxation and finance, and plays a role in appropriate and efficient planning andimplementation of a wide range of business management and business strategies of the Group,
including financial issues of the Group and support for the management of subsidiaries. The
Company nominates Mr. Niizuma as a Director because it believes that he will contribute to thesustainable enhancement of corporate value of the Company.

- 24 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibilities Number of theCompany’s(Significant concurrent positions outside the Company) shares owned
Oct. 1994

Joined Showa Ota &Co.(currently Ernst& Young Shin Nihon LLC)
Apr. 1998
Registered as a certified public
accountant
MasashiJan. 2000
Opened Ichikawa Certified
Ichikawa
Public Accountants Office, Director
4(August 22,1969)(current position)
21,200[Male]
Apr. 2010
Outside Director of People Co., Ltd.
Reelection
May 2016
Outside Corporate Auditor of
ARC SYSTEM WORKS CO., LTD.
(current position)
June 2020
Director of the Company(current position)(Reasons for designation as an Outside Director nominee and expected role)
Although Mr. Ichikawa has never been involved in corporate management other than by serving
as an outside officer, he has extensive experience as an outside officer in addition to his highly
specialized knowledge as a certified public accountant and he has provided advice to the
management of the Company based on his insights. The Company nominates Mr. Ichikawa as an
Outside Director because it expects that he will continue to supervise the Group’s managementfrom an objective and fair standpoint as an Outside Director.
Apr. 2000
Apr. 2004

Registered as an attorney
Partner of Hibiyamitsuke Law Office
Attorney (current position)
5
June 2017
Bar Examination Committee member
0
Apr. 2020
Instructor, Legal Training and ResearchInstitute of the Supreme Court
June 2020
Director (current position)(Reasons for designation as an Outside Director nominee and expected role)
Although Mr. Kawabata has never been involved in corporate management, he has made comments
at meetings of the Board of Directors primarily from the perspective of a legal professional basedon his extensive experience as a lawyer and has played a fair role in supervising the Company’s
management. The Company nominates Mr. Kawabata as an Outside Director because it expects
that he will continue to appropriately perform his duties as an Outside Director.
Notes: 1. There are no special conflicts of interest between each candidate and the Company.
2. Mr. Ichikawa and Mr. Kawabata are candidates for Outside Director.
3. Mr. Ichikawa and Mr. Kawabata are currently Outside Directors of the Company, and theirterms of office as Outside Directors will be four years at the conclusion of this Annual
General Meeting of Shareholders.
4. The Company has entered into agreements with Mr. Ichikawa and Mr. Kawabata to limit their
liabilities for damages under Paragraph 1 of Article 423 of the Companies Act pursuant to theprovisions of Paragraph 1 of Article 427 of the same Act. The maximum amount of liability
for damages under such agreement shall be the minimum liability amount stipulated in Article
425, Paragraph 1 of the Companies Act. If the reappointment of Mr. Ichikawa and Mr.
Kawabata is approved, the Company plans to continue the said agreements with each of them.
5. The Company has entered directors and officers’ liability insurance contracts with insurancecompanies set forth in Paragraph 1, Article 430-3 of the Companies Act, under which
Directors of the Company are insured. Such insurance contracts cover their liability for the
performance of their duties as director or officer of the Company and damage which may
arise from a claim for loss or damage caused by such liability. Each Director candidate will be
included among the insured if elected as a Director of the Company by this proposal.
Daisuke
Kawabata(December
26,1972)[Male]
Reelection- 25 -

The Company plans to renew the said contracts with the same contents at the next renewal.
6. The Company has appointed Mr. Ichikawa and Mr. Kawabata as independent officers as
stipulated by Tokyo Stock Exchange, Inc. and submitted a notification to the Tokyo Stock
Exchange. If they are elected as proposed at this Meeting, they will continue to be
independent officers.

- 26 -

Proposal 4: Election of Three (3) Directors Who Are Audit and Supervisory
Committee Members
Subject to the approval of Proposal 2 “Partial Amendments to the Articles ofIncorporation,” the Company will transition to a company with an Audit andSupervisory Committee. The Company proposes the election of three (3) Directors who
are Audit and Supervisory Committee Members.
This proposal has been approved by the Audit and Supervisory Board. This proposal
will take effect on the condition that the amendments to the Articles of Incorporation in
Proposal 2 takes effect.
Candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Number oftheCareer summary, positions, and areas of responsibilities
Company’s(Significant concurrent positions outside the Company)
sharesowned

Apr. 1986
Nov. 1994
Apr. 2009

Apr. 2010

1

Shinichi Omata Dec. 2012
(July 6, 1963)[Male]
Nov. 2013[New
Apr. 2017
Appointment]
June 2022
June 2022
June 2022
June 2022
June 2022

Joined the Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
Joined Sumitomo Capital Securities
Co., Ltd. (currently Daiwa Securities
Co. Ltd.)
Joined Daiwa Securities SMBC Co. Ltd.
(currently Daiwa Securities Co. Ltd.)
General Manager of Osaka CapitalMarket Department
Joined Nikko Cordial Securities Inc.
(currently SMBC Nikko Securities Inc.)
General Manager of Osaka CapitalMarket Department
Audit Department of Sumitomo Mitsui
Banking Corporation
Joined SMBC Trust Bank, Ltd.
Audit Department of Sumitomo Mitsui
Banking Corporation
Full time Audit & Supervisory Board
member of the Company (current
position)
Auditor of Nextop.Asia Co., Ltd.
(currently FleGrowth Co., Ltd.) (current
position)
Audit & Supervisory Board Member ofTraders Securities Co., Ltd. (current
position)
Corporate Auditor of Nextop
Software (Dalian) Co., Ltd.
(current position)
Audit & Supervisory Board Member of
Nextop Co., Ltd. (current position)- 27 -

8,700

(Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee
Member)Mr. Omata has extensive experience in the banking, securities and trust banking businesses, aswell as in the inspection of financial institutions. Currently, as a full-time Audit & Supervisory
Board Member, he properly audits the execution of business by the Company’s Directors. The
Company believes that he is qualified to be a Director who is an Audit and Supervisory
Committee Member in order to further strengthen the Company’s corporate governance structure,and has nominated him as a candidate. He is a full-time Audit & Supervisory Board Member of
the Company, and his term of office as an Audit & Supervisory Board Member will be two years
at the conclusion of this Annual General Meeting of Shareholders.
Apr. 1993

2

HiroshiSugekawa(October 19,
1968)[Male][New
Appointment]

June 2001
Sep. 2005
Sep. 2009
June 2020

Joined Mamoru Yamaguchi Tax
Accountant OfficeDirector, Sugekawa Tax Accounting
OfficeRepresentative Partner of TGN Tokyo(current position)
Member of the House of Representatives
Audit & Supervisory Board Member of
the Company (current position)

3,100(Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory
Committee Member and expected role)
Mr. Sugekawa has extensive experience as a tax accountant and a member of the House ofRepresentatives. Considering his extensive professional knowledge and broad insight in the fieldof tax accounting, the Company has judged that he will be able to appropriately perform his
duties. Although he has not been directly involved in corporate management, the Company has
nominated him as a candidate for Outside Director who is an Audit and Supervisory Committee
Member with the expectation that he will utilize his knowledge and experience in supervising themanagement of the Company from a standpoint independent from the management team that
executes business operations. He is an Outside Audit and Supervisory Board Member of theCompany, and his term of office as an Outside Audit and Supervisory Board Member will befour years at the conclusion of this Annual General Meeting of Shareholders.

- 28 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibilities Number of theCompany’s(Significant concurrent positions outside the Company) shares owned

Dec. 2008 Registered as an attorney at law (currently
belongs to Tokyo Bar Association) Joined
Kojima International Law OfficeJan. 2011 Joined Ginza Law and Accounting OfficeKenta Asaeda(currently Ginza Kobikicho Law Office)(January 26, 1981)
Jan. 2018 Opened Ushigome Law Offices
3[Male]
0Partner, Attorney (current position)[New
June 2021 Outside Director who is Audit andAppointment]
Supervisory Committee Member ofGeneral Oyster, Inc. (current position)
June 2022 Audit & Supervisory Board Member of theCompany (current position)(Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory
Committee Member and expected role)
Mr. Asaeda is well-versed in corporate legal affairs as an attorney at law and has sufficient insight
into audit corporate management through his election as an Outside Director who is an Audit andSupervisory Committee Member of a listed company. Therefore, the Company has judged that
he will be able to appropriately perform his duties.
Although Mr. Asaeda has no experience being directly involved in corporate management otherthan as an outside officer, the Company has nominated him as a candidate for Outside Director
who is an Audit and Supervisory Committee Member with the expectation that he will utilize his
expert knowledge and experience in supervising the management of the Company from astandpoint independent from the management team that executes business operations.
Mr. Asaeda is an Outside Audit and Supervisory Board Member of the Company, and his termof office as an Outside Audit and Supervisory Board Member will be two years at the conclusionof this Annual General Meeting of Shareholders.
Notes: 1. There are no special conflicts of interest between each candidate and the Company.
2. Mr. Sugekawa and Mr. Asaeda are candidates for Outside Directors.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into an agreement with Mr. Omata, Mr. Sugekawa and Mr. Asaeda to limit their liability
for damages under Article 423, Paragraph 1 of the same Act. The maximum amount of liability
for damages under the agreement is the minimum liability amount set forth in Article 425,
Paragraph 1 of the Companies Act. The maximum amount of liability for damages under theagreement is the minimum liability amount provided for in Article 425, Paragraph 1 of theCompanies Act. If their election is approved, the Company plans to conclude the agreementwith them.
4. The Company has entered an Officer, etc. Liability Insurance Contract as prescribed in Article
430, Paragraph 3, Paragraph 1 of the Companies Act with an insurance company. The
insurance contract covers the damage incurred by the insured person because of being liable
for the execution of their duties as an Officer, etc., or receiving a claim for pursuing suchliability. Each candidate for Director who is an Audit and Supervisory Committee Member
will be included in the insured if elected as a Director of the Company pursuant to this proposal.
The insurance contract will be renewed with the same content at the next renewal.
5. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Mr. Asaeda
has been designated as an independent officer as prescribed by the exchange. If he is elected
as proposed at this General Meeting of Shareholders, he will continue to serve as anindependent officer.

- 29 -

Board Skill Matrix (planned)(Note) The following is the skill matrix of the Board of Directors if the candidates in the Proposals 3
and 4 are appointed as proposed.

Name

Title

Takayuki Representative
Kanamaru
President
Representative
TakeshiExecutive Vice
Kanamaru
President
Executive
MasayukiManaging
NiizumaDirector
Masashi
OutsideIchikawa
Director
DaisukeOutsideKawabata
Director
Director（Full-time
ShinichiAudit and
Omata
Supervisory
Committee
Member）

HiroshiSugekawa

OutsideDirector（Audit andSupervisory
Committee
Member）

Kenta
AsaedaOutsideDirector（Audit andSupervisory
Committee
Member）

Corporate
Management/ Business
Strategy●

Governance /Finance /Financial
Internal
Marketing/ Global
Legal /
Accounting
business
Control / Risk
Salesbusiness Compliance/ Tax
experience
Management
●

●

●

●

●

●

●

●

●
●

●
●

●

●

●

●

- 30 -●●

Proposal 5: Election of One (1) Substitute Director Who Is an Audit andSupervisory Committee Member
Subject to the approval and adoption of Proposal 2 “Partial Amendments to the
Articles of Incorporation,” the Company will make the transition to a company with an
Audit and Supervisory Committee. Accordingly, the Company proposes the election of
one (1) substitute Director who is an Audit and Supervisory Committee Member toprepare for a case in which the number of Directors who are Audit and Supervisory
Committee Members falls short of the number prescribed by laws and regulations. This
proposal has been approved by the Audit & Supervisory Board.
This appointment may be revoked by a resolution of the Board of Directors with theconsent of the Audit and Supervisory Committee only prior to assumption of office.
This proposal will become effective on the condition that the amendments to the
Articles of Incorporation in Proposal 2 take effect.
Candidate for substitute Director who is an Audit and Supervisory Committee Member
is as follow:

Name(Date of birth)

Career summary, positions and areas of responsibilities(Significant concurrent positions outside the Company)

Number oftheCompany’s
sharesowned

Oct. 1994 Joined Showa Ota & Co. (currently Ernst & Young Shin
Nihon LLC)
Apr. 1998 Registered as a certified public accountant
Masashi Ichikawa Jan. 2000 Opened Ichikawa Certified Public Accountants Office,21,200(August 22,1969)
Director (current position)[Male]
Apr. 2010 Outside Director of People Co., Ltd.
May 2016 Outside Corporate Auditor of ARC SYSTEM WORKS
CO., LTD. (current position)
June 2020 Director of the Company (present position)(Reasons for nomination as a candidate for Substitute Outside Director who is an Audit andSupervisory Committee Member and expected role)
Although Mr. Ichikawa has never been involved in corporate management other than by serving
as an outside officer, he has extensive expertise in finance and accounting as a certified public
accountant, as well as extensive experience in auditing in general at audit firms and multiple
companies. Therefore, the Company has newly nominated him as a candidate for substitute Outside
Director who is an Audit and Supervisory Committee Member.
Notes: 1. There are no special interests between the candidate for Director and the Company.
2. If Proposal 3 is approved as originally proposed, Mr. Ichikawa will assume the position of
Outsider Director (excluding Directors who are Audit and Supervisory Committee Members).
However, if the number of Directors who are Audit and Supervisory Committee Members falls
short of the number prescribed by laws and regulations, he will resign from his position as
Director and assume the position of Director who is Audit and Supervisory Committee Member.
3. If Mr. Ichikawa, a candidate for substitute Director who is an Audit and Supervisory Committee
Member, assumes his office, the Company plans to continue to notify the Tokyo Stock Exchangethat he is an independent officer with no risk of conflict of interest with general shareholders,
who are required to be designated by the Tokyo Stock Exchange.
4. The Company has entered an officer liability insurance contract with an insurance company asprescribed in Article 430, Paragraph 3, Paragraph 1 of the Companies Act. The insurance
contract covers the damage incurred by the insured person from being liable for the execution- 31 -

of their duties as an officer, etc., or receiving a claim for pursuing such liability. If he is elected
as Director who is an Audit and Supervisory Committee Member, he will be included in theinsured persons.
5. If Mr. Ichikawa, a candidate for substitute Director who is an Audit and Supervisory Committee
Member, assumes the office, the Company plans to continue the limited liability agreement.

Proposal 6: Determination of the Amount of Remuneration for Directors(Excluding Directors Who Are Audit and Supervisory
Committee Members)
Subject to the approval and adoption of Proposal 2 “Partial Amendments to the
Articles of Incorporation,” the Company will transition to a company with an Audit andSupervisory Committee.
At the 23rd Annual General Meeting of Shareholders held on June 28, 2022, it was
resolved that the amount of remuneration, etc., for the Company's Directors (including
basic remuneration, bonuses, retirement benefits for officers and all other money
received from the Company as consideration for the execution of their duties) would be
500 million yen or less per year (of which, the amount for Outside Directors would be
80 million yen or less).
However, in line with the transition to a company with an Audit and Supervisory
Committee, the Company proposes that this amount be abolished and that the amount of
remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same applies hereinafter in this proposal) (including basic)
remuneration, bonuses, retirement benefits for officers and all other money received
from the Company as consideration for the execution of their duties) be newly set at 500
million yen or less per year (of which, the amount for Outside Directors would be 80
million yen or less).
In addition, the Company proposes that the amount of remuneration, etc., for Directors
do not include the employee portion of the salary for Directors who concurrently serve
as employees, as in the past.
In line with the transition to a company with an Audit and Supervisory Committee, theCompany examined the remuneration system for Directors, and at the Board of
Directors meeting held on May 23, 2024, the Company determined the content of thepolicy for determining the remuneration, etc., of individual Directors of the Company,as described at the end of this proposal, on the condition that this proposal is approved
and adopted as originally proposed at this Annual General Meeting of Shareholders.
The Company judges that the content of this proposal is reasonable for granting
remuneration to Directors (excluding Directors who are Audit and Supervisory
Committee Members) in accordance with the policy.
There are currently five (5) Directors (including two (2) Outside Directors). If
Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 3“Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)” are approved and adopted as originally proposed, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members)
will be five (5) (including two (2) Outside Directors).
This proposal will take effect on the condition that Proposal 2 “Partial Amendments to
the Articles of Incorporation” takes effect.

- 32 -

(Reference) Matters concerning the policy for determining the content
of remuneration, etc., for individual Directors
At the meeting of the Board of Directors held on May 23, 2024, the Company
resolved the policy for determining the content of remuneration, etc., for individual
Directors as follows.
This is subject to the approval of Proposal 6 “Establishment of the Amount of
Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members) ” and Proposal 8 “Establishment of Remuneration for Granting
Restricted Stock to Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members and Outside Directors),” which are submitted to the Annual
General Meeting of Shareholders.
1. Basic Policy
The basic policy is to set the remuneration of individual Directors (excluding
Directors who are Audit and Supervisory Committee Members; the same shall apply
hereinafter) at an appropriate level based on their respective responsibilities.
Specifically, the remuneration shall consist of basic remuneration, bonuses andretirement benefits, and stock compensation as non-monetary remuneration.
2. Basic remuneration (monetary remuneration)
The basic remuneration shall be fixed monthly remuneration, and shall be
determined based on a comprehensive consideration of such factors as the Group's
management environment and trends in business performance, the scope and size ofeach Director's area of responsibility, the extent of the Director's responsibility andinfluence on the Group's management, and the Director's past achievements andperformance as well as expected roles in the future.
3. Bonus (monetary compensation)
To raise awareness of the need to improve business performance each fiscal
year, bonuses shall be paid at a certain time each year, such as after the conclusion of
the Annual General Meeting of Shareholders, in an amount determined based on theGroup's performance indicators, the degree of achievement of target values, and otherfactors, taking into consideration future business performance forecasts in acomprehensive manner.
4. Retirement benefits (monetary compensation)
Retirement benefits shall be paid at the time of retirement in an amount determinedby taking into consideration the responsibilities, number of years in office, andachievements of each Director, in accordance with the Regulations on Retirement
Benefits for Directors established separately by the Board of Directors. Retirement
benefits shall be paid to Outside Directors.
5. Restricted Stock (non-monetary compensation)
Non-monetary compensation shall be restricted stock to strengthen the linkage withlong-term business performance and the improvement of corporate value during theterm of office. Non-monetary compensation shall be delivered by paying all- 33 -

monetary compensation claims provided by the Company as contributions in kind ata certain time every year in principle, such as after the end of the Annual Ordinary
General Meeting of Shareholders.
The amount and number of such Restricted Shares shall be determined based on theamount of the relevant Director's basic compensation multiplied by a certain payment
coefficient. The transfer restriction period for Restricted Shares shall be thirty (30)years from the date of delivery, and if the relevant Director has retired from theposition of Director with a justifiable reason, the timing of lifting thetransfer restriction shall be reasonably adjusted as necessary. Non-monetarycompensation shall be paid to Directors excluding Outside Directors.
6. Ratio of Remuneration, etc., of Individual Directors
The amount of bonuses and restricted shares shall be calculated based on the amountof basic remuneration, while considering the purpose of the Corporate Governance
Code and an appropriate ratio in consideration of the Group's performance, the levelof other companies, the economic environment, etc., so that an incentive effect for
improving the performance of each Director can be expected.
7. Other Important Matters
The Nomination and Remuneration Committee shall be consulted on the amount ofbasic remuneration and bonuses and the timing of the payment thereof, which areincluded in the remuneration amount for individual Directors, and the details shall be
determined by the Board of Directors after receiving a report from the Committee.

Proposal 7: Establishment of the Amount of Remuneration for Directors
Who Are Audit and Supervisory Committee Members
Subject to the approval and adoption of Proposal 2 “Partial Amendments to the
Articles of Incorporation,” the Company will make the transition to a company with an
Audit and Supervisory Committee.
Accordingly, the Company proposes that the amount of remuneration for Directors
who are Audit and Supervisory Committee Members (including basic remuneration,bonuses, retirement benefits for officers, and any other money received from theCompany as consideration for the execution of their duties) be limited to 150 million
yen per year.
The Company believes that this proposal is necessary and appropriate, as it determines
the limit of remuneration, etc. for Directors who are Audit Committee members within areasonable range, taking into consideration the state of the Company's management
structure, the duties and number of Directors who are Audit Committee members, andother relevant factors.
If Proposal 2 “Partial Amendment of the Articles of Incorporation” and Proposal 4“Election of Three (3) Directors Who Are Audit and Supervisory Committee Members”
are approved as originally proposed, the number of Directors who are Audit andSupervisory Committee Members will be three (3) (including two (2) Outside
Directors).
This proposal will take effect on the condition that Proposal 2 “Partial Amendments to
the Articles of Incorporation” takes effect.

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Proposal 8: Establishment of Remuneration for Granting Restricted Stockto Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors)
To provide the Company's Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors, hereinafter referred to as the“Eligible Directors”) with an incentive to sustainably increase the Company's corporate
value and further promote the sharing of value with shareholders, the Company requests
approval for the payment of remuneration for granting restricted shares to the Eligible
Directors separately from the remuneration limit for which approval is requested in
Proposal 6 “Establishment of the Amount of Remuneration for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members).”
Based on this proposal, the remuneration to be paid to the Eligible Directors for granting
restricted shares shall be monetary claims (hereinafter referred to as the ‟Monetary
Remuneration Claims”), and the total amount thereof shall be within 300 million yen peryear, which is a reasonable amount considering the purpose. In addition, the specifictiming of payment and allocation to each Eligible Director shall be as follows.
The above amount of compensation shall not include the employee salaries of Directors
who concurrently serve as employees. Currently, there are five (5) Directors (including
two (2) Outside Directors). However, if Proposal 3 ‟Election of Five (5) Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)” is approved
as originally proposed, the number of Directors (excluding Directors who are Audit andSupervisory Committee Members) will be five (5) (including two (2) Outside Directors).
Eligible Directors subject to the grant of restricted stock will be three (3).
In addition, based on the resolution of the Board of Directors of the Company, theEligible Directors shall pay all monetary compensation claims provided pursuant to this
proposal as property contributed to kind and receive the issuance or disposition of theCompany's common shares. The total number of the Company's common shares to beissued or disposed of as a result shall not exceed 800,000 shares per year (provided,
however, that in the event of a stock split (including allotment of the Company's commonshares without contribution) or reverse stock split of the Company's common shares or
any other event that requires an adjustment of the total number of the Company's commonshares to be issued or disposed of as shares with restriction on transfer, the total number
shall be adjusted within a reasonable range).
The amount to be paid in per share shall be the closing price of the Company's commonshares on the Tokyo Stock Exchange on the business day immediately preceding the dateof each resolution of the Board of Directors (or the closing price on the most recent
preceding trading day if no trading was made on that day).
Upon issuance or disposal of the Company's common shares in this way, the Company
and the Eligible Directors shall enter into an agreement on allotment of shares withrestriction of transfer (hereinafter referred to as the ‟Allotment Agreement” and theCompany's common shares allotted pursuant to the Allotment Agreement shall bereferred to as the “Allotted Shares”), which includes the outline and the following details.
Although the remuneration limit for restricted shares has increased as approved at the23rd Annual General Meeting of Shareholders, the purpose of this proposal is to further- 35 -

motivate Directors to contribute to the achievement of the priority initiatives set forth in
the new medium-term management plan “Traders Group Vision for 2027” announced by
the Company on April 30, 2024, as well as the expansion of the Group's business and theimprovement of the Company's corporate value over the medium to long term.
The granting of shares with restriction of transfer to the Eligible Directors pursuant tothis Proposal has been determined in consideration of the above-mentioned purpose, thebusiness conditions of the Company, the policy for determining the remuneration, etc., of
the Company's Directors (please refer to the end of Proposal 6 “Establishment of theAmount of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)”), and other various circumstances, and the Company
believes that it is appropriate.
(1) Transfer Restriction Period
The Eligible Directors may not transfer, create a security interest on, or otherwise
dispose of the Allotted Shares (hereinafter referred to as “Transfer Restrictions”) for
30 years from the payment date for the Allotted Shares (hereinafter referred to as‟Transfer Restriction Period”).
(2) Treatment at the time of retirement
If an Eligible Director resigns or retires prior to the expiration of the Transfer
Restriction Period from any of the positions of Director, employee, or any otherposition equivalent thereto of the Company, the Company shall automatically acquire
the Allotted Shares without contribution, unless the resignation or retirement is due tothe expiration of the term of office, death, or any other justifiable reason.
(3) Lifting of transfer restrictions
Notwithstanding the provision of (1) above, the Company shall lift the Transfer
Restrictions on all the Allotted Shares at the time of the expiration of the Transfer
Restriction Period, on the condition that the Eligible Director has continuously held
any of the positions of Director, employee or other equivalent positions of theCompany during the Transfer Restriction Period; provided, however, that if the
Eligible Director resigns or retires from any of the positions set forth in (2) above
before the expiration of the Transfer Restriction Period due to the expiration of theterm of office set forth in (2) above, death, or any other justifiable reason, the Company
shall reasonably adjust the number of the Allotted Shares for which the Transfer
Restrictions are to be lifted and the timing of lifting the Transfer Restrictions asnecessary.
In addition, the Company shall automatically acquire the Allotted Shares for which
the Transfer Restrictions have not been lifted at the time immediately after the Transfer
Restrictions are lifted in accordance with the provision above without compensation.
(4) Treatment in Organizational Restructuring, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction
Period, a merger agreement under which the Company becomes a disappearing
company, a share exchange agreement or share transfer plan under which the Company
becomes a wholly owned subsidiary, or any other matter related to the Organizational
Restructuring, etc., is approved at the General Meeting of Shareholders of the- 36 -

Company (or at a meeting of the Board of Directors of the Company in the case where
the approval of the General Meeting of Shareholders is not required for theOrganizational Restructuring, etc.), the Company shall, by a resolution of the Boardof Directors of the Company, lift the Transfer Restriction prior to the Effective Dateof the Organizational Restructuring, etc., with respect to the Allotted Shares in thenumber reasonably determined considering the period from the commencement dateof the Transfer Restriction Period to the date of the approval of the Organizational
Restructuring, etc.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Boardof Directors of the Company.

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