Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Stock Code: 8798
(Dispatch Date) November 29, 2023
(Date of disclosure for electronic provision) November 22, 2023
To our shareholders:
Yoshiharu Hamada
President

Advance Create Co., Ltd.
3-5-7, Kawaramachi, Chuo-ku, Osakashi, Osaka

Notice of the 28th Annual General Meeting of Shareholders
We are pleased to announce the 28th Annual General Meeting of Shareholders of Advance Create Co., Ltd.
(the “Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, The Company has implemented measures for providing
information that constituting the content of Reference Materials for the General Meeting of Shareholders,etc. (matters subject to measures for electronic provision) in electronic format. This is available on thefollowing websites on the internet, so please access either of them to check.
【The Company’s website】
https://www.advancecreate.co.jp/ir/meeting【TSE website (Listed Company Search)】https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access above TSE website and enter and search on “Advance Create” under “Issue name (company
name)” or its stock code “8798” under “Code,” and select “Basic information” “Documents for public
inspection/PR information” in that order, and check from the column “Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting” in “Filed information available forpublic inspection.”)If you are unable to attend this meeting in person, you may exercise your voting rights by postal mailor electromagnetic means (the Internet, etc.). Please read the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by no later than the closing time ofour daily business hours (5:30 p.m.) on Thursday, December 14, 2023 (JST).
For details regarding the exercise of voting rights by electromagnetic means, please refer to the“Procedure for Exercising Voting Rights via the Internet” on pages 4 of the Japanese original (inJapanese only).
Note that we continue to adopt the “Hybrid-Participation Virtual Shareholders Meeting” for thisAnnual General Meeting of Shareholders. For specific details, please refer to the “Guidance on
Participation to the General Meeting of Shareholders via the Internet” on pages 5 to 7 of the Japaneseoriginal (in Japanese only).

-1-1. Date and Time:

Friday, December 15, 2023, at 10:00 a.m. (JST)

2. Venue:

The Main Hall, International House, Osaka,
8-2-6, Uehommachi, Tennoji-ku, Osaka-shi, Osaka(The venue of this General Meeting of Shareholders is different from the place
for the last meeting. Please refer to the Simplified Map of Venue for General
Meeting of Shareholders at the end of the Japanese original. (in Japanese only))

3. Agenda:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 28th
fiscal year (from October 1, 2022 to September 30, 2023), and the results ofaudits of the Consolidated Financial Statements by the Accounting Auditor andthe Board of Corporate Auditors
2. The Non-consolidated Financial Statements for the 28th fiscal year (fromOctober 1, 2022 to September 30, 2023)
Matters to be resolved:
Proposal No. 1 Reduction of Legal Retained Earnings
Proposal No. 2 Election of Eight Directors
Proposal No. 3 Election of One Corporate Auditor
Proposal No. 4 Election of One Substitute Corporate Auditor

1. If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on the aforementioned dedicated website for informational materials
for the general meeting of shareholders and the website of Tokyo Stock Exchange, Inc (in Japanese only).
2. When attending the meeting in person, please hand in the enclosed voting form at the reception desk at the meeting venue.
3. In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic
provision by accessing one of the websites mentioned on the previous page, and the Company has decided to deliver
paper-based documents stating the items only to shareholders who request the delivery of paper-based documents by therecord date. However, for this General Meeting of Shareholders, the Company has delivered paper-based documents
stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they haverequested them. Furthermore, among the matters subject to measures for electronic provision, the following matters are
not provided in the paper-based documents in accordance with the provisions of laws and regulations and Article 14 of the
Articles of Incorporation of the Company.
・ Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements
・ Non-Consolidated Statements of Changes in Net Assets and Notes to the Non-Consolidated Financial Statements
Consequently, the documents attached to this notice consist of part of the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Corporate Auditor and the Accounting Auditor in preparing their audit
reports.
4. If neither approval nor disapproval of each proposal is indicated on the Card for Exercising Voting Rights, the Company
will deem that you indicated your approval of the proposal.
5. The Company doesn’t hold round-table discussions with shareholders in consideration of fairness between shareholders
who come to the General Meeting of Shareholders and those who cannot come to the General Meeting of Shareholders.
Thank you for your understanding.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Reduction of Legal Retained Earnings
In order to increase flexibility and maneuverability in capital policy, it is proposed that legal retained earnings
will be transferred to retained earnings brought forward, pursuant to Article 448, Paragraph 1 of theCompanies Act.
Since this action is an accounting transfer within the Net Assets section, it will not change the amount of thecompany’s net assets.
1.

Amount of reduction of legal retained earnings
548,417,371 yen, the entire amount of legal retained earnings will be transferred to retained earnings
brought forward.

2.

Effective date of reduction of legal retained earnings
January 20, 2024

-3-

Proposal No. 2 Election of Eight Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this meeting.
It is proposed, therefore, to elect eight (8) Directors including four (4) Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
July 1985

1

Joined New Japan Securities Co., Ltd. (currently Mizuho
Securities Co., Ltd.)
July 1991 Joined Merrill Lynch Securities Co., Ltd.
Jan. 1994 Joined Jono Sogo Accounting Office
Oct. 1995 Established the Company
President
Dec. 2002 President & Chief Executive Officer
Dec. 2003 Director of HAMADA HOLDINGS Co., Ltd. (current
position)
Nov. 2004 Director of Hokenichiba Co., Ltd. (current position)
Oct. 2005 President of the Company
Oct. 2007 President & Chief Executive Officer
Nov. 2008 Director, Chairman of Advance Create Reinsurance
Incorporated
Yoshiharu Hamada(November 5, 1962) Oct. 2015 Director, Chairman and Chief Executive Officer of Advance
Create Reinsurance Incorporated
Oct. 2016 Director, Chairman of Advance Create Reinsurance
Incorporated (current position)
Oct. 2017 President of the Company
June 2020 President and General Manager of OMO Sales Division of
the Company
Oct. 2021 President of the Company
Apr. 2022 President and General Manager of OMO Sales Division of
the Company (current position)

Number of theCompany’s
shares owned

1,580,700(Significant concurrent positions outside the Company)
Director of HAMADA HOLDINGS Co., Ltd.
Director of Hokenichiba Co., Ltd.
Director, Chairman of Advance Create Reinsurance Incorporated
Reasons for nomination as candidate for Director
Yoshiharu Hamada embraces a philosophy as the founder of the Company and has been contributing to its
development, demonstrating strong leadership and executive ability since its founding in 1995. Not to mention his
formulation of the corporate philosophy, he is well-versed in the overall sales and administrative operations. The
Company judges that having him continue to play a pivotal role in management for its business promotion willcontribute to the enhancement of corporate value and therefore has nominated him as a candidate for Director.
Attendance at meetings of the board of directors
21 of 21

-4-

No.

Name
(Date of birth)Takeshi Kushibiki(June 29, 1959)

2

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1983 Joined Honda Motor Co., Ltd.
Apr. 1984 Joined Alico Japan (currently MetLife Insurance K.K.)
Aug. 2009 Joined the Company
General Manager of Marketing & Sales Management
Division
Feb. 2010 General Manager of Partner Business Department
Feb. 2010 Advance Create Reinsurance Incorporated Director,
President and Chief Operating Officer
Oct. 2011 Executive Officer and General Manager of Partner Business
Department of the Company
Mar. 2012 Senior Executive Officer and General Manager of Business
Strategy Department
Oct. 2012 Managing Executive Officer and General Manager ofBusiness Strategy Department
Oct. 2015 Managing Executive Officer and General Manager ofMarketing & Sales Management DivisionDec. 2015 Director, Managing Executive Officer and General Manager
of Marketing & Sales Management Division
Oct. 2016 Vice Chairman and Chief Executive Officer of Advance
Create Reinsurance Incorporated Director
Oct. 2017 Director and General Manager of Sales Planning DivisionDec. 2017 Managing Director and General Manager of Sales Planning
Division
Director, Chief Executive Officer of Advance Create
Reinsurance Incorporated (current position)
Dec. 2018 Senior Managing Director, General Manager of Marketing& Sales Management Division and General Manager ofTelemarketing Business Department
Director of Hokenichiba Co., Ltd. (current position)
Apr. 2020 Senior Managing Director, General Manager of
Administration Development Division
Apr. 2023 Senior Managing Director, General Manager of Corporate
Administration DivisionNov. 2023 Senior Managing Director, General Manager of Corporate
Administration Division and General Manager of Human
Resources Division (current position)

Number of theCompany’s
shares owned

23,700(Significant concurrent positions outside the Company)
Director of Hokenichiba Co., Ltd.
Director, Chief Executive Officer of Advance Create Reinsurance
Incorporated
Reasons for nomination as candidate for Director
As a member of the Company since 2009, Takeshi Kushibiki has been involved in alliance business, consulting
business and business strategy, and has a wealth of experience and a high level of insight mainly in the sales
division. He has been in charge of general administrative tasks as General Manager of Corporate Administration
Division and General Manager of Human Resources Division since November 2023. He is nominated as a candidate
for Director because he is judged to be capable of continuing to take charge of the Company’s management.
Attendance at meetings of the board of directors
21 of 21

-5-

No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1990

3

Toshifumi Torii(August 27, 1966)

Joined New Japan Securities Co., Ltd. (currently Mizuho
Securities Co., Ltd.)
July 1995 Joined Saison Life Insurance Co., Ltd. (currently THE
GIBRALTAR LIFE INSURANCE Co., Ltd.)
July 1997 Joined the Company
Nov. 1998 Director and General Manager of Planning Development
Department of the Company
Oct. 2007 General Manager of Direct Marketing Department
Dec. 2009 Executive Officer and Deputy General Manager ofMarketing & Sales Management Division
Oct. 2010 Executive Officer and General Manager of Marketing
Division
Dec. 2010 Director, Executive Officer, General Manager of Marketing
Division
July 2011 Director, Executive Officer and General Manager of Direct
Marketing Department
Dec. 2011 Director of Hokenichiba Co., Ltd.
Dec. 2012 Executive Officer, General Manager of Customer Service
Department and Assistant to President
Apr. 2013 Administrative Officer and General Manager of Customer
Service Department
Oct. 2013 Executive Officer and General Manager of Direct Marketing
Department
President of Hokenichiba Co., Ltd.
June 2014 Director of Hokenichiba Co., Ltd.
Oct. 2015 Administrative Officer, Deputy General Manager ofMarketing & Sales Management Division and Assistant to
President
Mar. 2016 Executive Officer, Deputy General Manager of Marketing &Sales Management Division and Assistant to President
Oct. 2017 Administrative Officer, Deputy General Manager ofMarketing & Sales Management Division
Oct. 2018 General Manager of Insurtech Promotion Office
Oct. 2019 Administrative Officer, General Manager of OMO Sales
Division, General Manager of Online Direct Marketing
Department, General Manager of Market Research
Department and Assistant to President
Apr. 2020 Administrative Officer, Deputy General Manager of OMO
Sales Division, General Manager of Online Direct
Marketing Department and General Manager of Market
Research Department
Dec. 2020 Administrative Officer, General Manager of OMO Sales
Division and General Manager of Market Research
Department
Apr. 2021 Administrative Officer, Deputy General Manager of OMO
Sales Division, Assistant to President, General Manager of
Digital Communication Development Department andGeneral Manager of Market Research Department
Oct. 2021 Administrative Officer, General Manager of Marketing
Division, Assistant to President and General Manager ofRemote General Insurance Sales Opening Preparation Office
Apr. 2022 Administrative Officer, General Manager of Marketing
Division, Assistant to President and General Manager ofContract Administration Department
Dec. 2022 Director, General Manager of Marketing Division, Assistantto President and General Manager of Contract
Administration Department
Apr. 2023 Director, General Manager of Marketing and DX Division,
General Manager of Contract Administration Department
and Assistant to President
Sept. 2023 Director, General Manager of Sales Administration
Division, General Manager of Contract Administration
Department and Assistant to President (current position)

Number of theCompany’s
shares owned-6-

181,900

Reasons for nomination as candidate for Director
Toshifumi Torii has headed the IT and marketing strategy departments, etc. of the Company and has played a keyrole in the Company’s business model for many years. He has been actively promoting business as General
Manager of the Sales Administration Division since September 2023 and is nominated as a candidate for Director
because he is judged to be capable of continuing to take charge of the Company’s management by drawing on his
experience.
Attendance at meetings of the board of directors
16 of 16

-7-

No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1992
Dec. 1995
Nov. 2015

Toshiya Okada(August 24, 1969)

July 2017
Jan. 2023
Mar. 2023
July 2023

4Oct. 2023

Joined Funai Consulting Incorporated
Joined NIPPON TELEPHONE INC.
Director, Executive Officer and General Manager of Sales
Department 1(in charge of Shop Sales Department and Call
Center Sales Department)
President, Executive Officer
Joined The Company
Deputy General Manager of DC Development Division
General Manager of DC Development Division and Manager
of DC Development Department
Executive Officer, General Manager of DC Development
Division and Manager of DC Development Department(current position)

Number of theCompany’s
shares owned－

Reasons for nomination as candidate for Director
As a member of the Company since January 2023, Toshiya Okada has held important positions of DC Development
Division, and has played a central role in the Company’s business operations based on a extensive experience ofcorporate management in a telecommunication company. He has been serving as General Manager of DC
Development Division since July 2023 and nominated as a candidate for Director because he is judged to be capableto take charge of the Company’s management by drawing on his experience and achievements.

-8-

No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1993
Apr. 1997

5

Appointed the post of Public Prosecutor
Joined Special Investigation Department of Tokyo District
Public Prosecutors Office
Aug. 1998 Visiting Scholar of Notre Dame Law School, U.S.A.
June 1999 Joined Criminal Affairs Bureau of Ministry of Justice
June 2001 Assistant Division Chief of Planning and Legal Division ofPlanning and Management Bureau of Financial Services
AgencyJuly 2002 Resigned the post of Public Prosecutor
Aug. 2002 Joined Nishimura & Partners (currently Nishimura & Asahi(Gaikokuho Kyodo Jigyo)) (current position)
Apr. 2005 Visiting Professor of Toin University of Yokohama Law
SchoolNov. 2005 Outside Director of DAISYO CORPORATION
Hiroshi Kimeda(September 26, 1967) Jan. 2007 Outside Director of Rakuten Securities, Inc. (current
position)
Dec. 2011 Outside Director of the Company (current position)
Jan. 2019 Outside Audit and Supervisory Board Member of KOITO
MANUFACTURING CO., LTD. (current position)
Oct. 2022 Outside Director of Rakuten Securities Holdings, Inc.
(current position)
Director of Rakuten Securities Inc. (part-time) (current
position)

Number of theCompany’s
shares owned

11,100(Significant concurrent positions outside the Company)
Partner of Nishimura & Asahi (Gaikokuho Kyodo Jigyo)
Outside Director, Rakuten Securities Holdings, Inc.
Director of Rakuten Securities, Inc. (part-time)
Outside Corporate Auditor of KOITO MANUFACTURING CO., LTD.
Reasons for nomination as candidate for Outside Director and outline of the expected role
Hiroshi Kimeda is nominated as a candidate for Outside Director because of his experience and expertise as an
attorney-at-law in corporate legal affairs and his ability to provide appropriate supervision of the Company’s
management from an objective standpoint as a legal expert.
Attendance at meetings of the board of directors
21 of 21

-9-

No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Oct. 1999
Oct. 2001

Hidenori Shinohara(December 3, 1958)

6

Joined Sumitomo Life Insurance Company
Manager of Hanshin Branch
Assistant General Manager of Sales Planning Department andManager of Sales Planning Section
Apr. 2003 General Manager of Sales Planning Department
Oct. 2005 Manager of Fukuoka Branch
Apr. 2008 Executive Officer and Managing Director of ComplianceManagement Department
Mar. 2009 Executive Officer and General Manager of Finance &Accounting Department
Apr. 2010 Managing Executive Officer and General Manager of Finance& Accounting Department in charge of Medicare Life
Apr. 2011 Managing Executive Officer in charge of Agency Business
Department, Agency Sales Department, Agency Business
Administration Department and Finance Corporation
Department
July 2012 Director, Managing Executive Officer in charge of Agency
Business Department, Agency Sales Department, Agency
Business Administration Department and FinanceCorporation Department
Apr. 2013 Director, Managing Executive Officer in charge of Agency
Business Department, Agency Sales Department, Agency
Business Administration Department, Finance Corporation
Department and Information System Department
Apr. 2015 Director, Senior Executive Office in charge of Agency
Business Department, Agency Sales Department, Agency
Business Administration Department, Finance Corporation
Department and Information System Department
July 2015 Senior Managing Executive Officer in charge of Agency
Business Department, Agency Sales Department, Agency
Business Administration Department, Finance Corporation
Department and Information System Department
Apr. 2017 Senior Managing Executive Officer in charge of Planning
Department, Labor Department and Information System
Department
July 2017 Director, Senior Managing Executive Officer, Representative
Executive Officer in charge of Planning Department, ProductDepartment, Labor Department and Information System
Department
Apr. 2019 Director, Vice President & Chief Executive Officer,
Representative Executive Officer in charge of Planning
Department, Labor Department, New Business Development
Department and Information System Department
July 2021 Special Adviser
Dec. 2022 Outside Director of the Company (current position)
Jan. 2023 Chairman of the Board of SBI NEO FINANCIALSERVICES Co., Ltd. (current position)
June 2023 Outside Director of The Fukushima Bank, Ltd. (current
position)

Number of theCompany’s
shares owned

600(Significant concurrent positions outside the Company)
Chairman of the Board of SBI NEO FINANCIAL SERVICES Co., Ltd.
Outside Director of The Fukushima Bank, Ltd.
Reasons for nomination as candidate for Outside Director and outline of the expected role
The Company nominates Hidenomi Shinohara as a candidate for Outside Director because it is considered that hecan provide useful opinions and advice when making decisions on important matters concerning the Company's
management based on his extensive experience in corporate management in a life insurance company and that hecan sufficiently fulfill his role of overseeing business execution as an Outside Director.
Attendance at meetings of the board of directors
15 of 16

- 10 -

No.

Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1984
Jan. 2005

July 2009

Yoji Sakurai(July 17, 1960)
7

June 2011
Apr. 2015
Apr. 2016
Apr. 2018
Apr. 2020
June 2020

Joined Tokio Marine & Fire Insurance Co., Ltd.(currently
Tokio Marine & Nichido Fire Insurance Co., Ltd.）
Tokio Marine & Nichido Financial Life Insurance Co., Ltd.
(currently Tokio Marine & Nichido Life Insurance Co., Ltd.)
General Manager of Marketing Department
General Manager of Financial Sales Promotion Division of
Tokio Marine & Nichido Fire Insurance Co., Ltd. and Tokio
Marine & Nichido Life Insurance Co., Ltd.
President of E.design Insurance Co., Ltd.
Executive Director of Tokio Marine & Nichido Life InsuranceCo., Ltd.
Executive Director (Representative Director)
Senior Executive Director (Representative Director)
Adviser of Tokio Marine & Nichido Fire Insurance Co.,
Ltd.(part-time)
Corporate Auditor of YANASE & CO., LTD.(full-time)(current position)

Number of theCompany’s
shares owned

300(Significant concurrent positions outside the Company)
Corporate Auditor of YANASE & CO., LTD.(full-time)
Reasons for nomination as candidate for Outside Director and outline of the expected role
The Company nominates Yoji Sakurai as a candidate for Outside Director because it is considered that he can provide
useful opinions and advice on the Company's business operations based on his extensive experience in corporate
management in a general insurance company and a life insurance company, and that he can sufficiently fulfill his roleof overseeing business execution as an Outside Director.

- 11 -

No.

Name(Date of birth)

Ayako Takaguchi(March 23, 1974)
8

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1996 Joined Mycal Corp. (currently AEON RETAIL Co., Ltd.)
Dec. 2001 Joined Katsura Labor and Social Security Attorney Office
Aug. 2008 Founded Takaguchi Labor and Social Security Attorney
OfficeApr. 2016 Representative Partner of Social Insurance Labor
Management Office Link
June 2016 Outside Director of ROUND ONE Corporation (current
position)

Number of theCompany’s
shares owned－(Significant concurrent positions outside the Company)
Representative Partner of Social Insurance Labor Management Office Link
Outside Director of ROUND ONE Corporation
Reasons for nomination as candidate for Outside Director and outline of the expected role
Ayako Takaguchi, who has qualification of Labor and Social Security Attorney, is nominated as a candidate for
Outside Director because of her extensive experience in general retail company and Labor and Social Security
Attorney Office and her ability to provide useful opinions and advice of the Company’s management.

- 12 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. Toshiya Okada, Yoji Sakurai and Ayako Takaguchi are newly appointed candidates for Director.
3. Hiroshi Kimeda, Hidenori Shinohara, Yoji Sakurai and Ayako Takaguchi are candidates for Outside Director.
4. Hiroshi Kimeda is currently an Outside Director of the Company, and at the conclusion of this meeting, his tenure
as an Outside Director will have been 12 years. Hidenori Shinohara is also currently an Outside Director of theCompany, and at the conclusion of this meeting, his tenure as an Outside Director will have been 1 year.
5. The Articles of Incorporation of the Company stipulate that the Company may enter into agreements with Directors,
excluding Executive Directors to limit their liability for damages to the Company to a certain extent in order tofacilitate the recruitment of capable persons as Outside Directors. When the election of Yoji Sakurai and Ayako
Takaguchi are approved, they will enter into a limited liability agreement with the Company to limit their liability
for damages under Article 423, paragraph (1) of the Companies Act to the minimum liability amount stipulated in
Article 425, paragraph (1) of the Companies Act, if they perform their duties in good faith and without grossnegligence. The Company has entered into a similar agreement for Hiroshi Kimeda and Hidenori Shinohara, andthe agreement will be extended when his reelection is approved.
6. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, paragraph (1) of the Companies Act with an insurance company, with all Directors as insureds. The policy will
cover losses, etc. incurred in cases where an insured is held liable for damages arising from their duties. If eachcandidate is elected as Director, the Company plans to continue to enter into the directors and officers liability
insurance policy with each of them as insureds. The Company plans to renew the insurance policy with the samecontents at the next renewal.
7. The Company registered Hiroshi Kimeda and Hidenori Shinohara as independent officers with the domestic
financial instruments exchanges on which it is listed in accordance with the guidelines of the exchanges. If theirreelection is approved, they will continue to be independent officers.
8. Yoji Sakurai and Ayako Takaguchi are candidates for independent officer in accordance with the guidelines of thesaid exchanges.

- 13 -

Proposal No. 3 Election of One Corporate Auditor
The terms of office of Akio Kuwa as Corporate Auditor will expire at the conclusion of this meeting.
It is proposed, therefore, to elect one (1) Corporate Auditor.
The Board of Corporate Auditors has already agreed to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Oct. 2000
Apr. 2004
July 2008

Yoshio Mita
(November 7, 1973)

July 2008
Oct. 2017

Joined Asahi Audit Corporation (currently KPMG AZSA
LLC)Registered as certified public accountant
Founded and took office as Representative of MITA
Certified Public Accountant Office (current position)
Registered as a certified tax accountant
Outside Director (Audit and Supervisory Board Member) of
I’LL Inc. (current position)
Representative Partner of Asunaro Audit Corporation(current position)

Number of theCompany’s
shares owned－(Significant concurrent positions outside the Company)
Representative of MITA Certified Public Accountant OfficeOutside Director (Audit and Supervisory Board Member) of I’LL Inc.
Representative Partner of Asunaro Audit Corporation
Reason for selection as a candidate for Outside Corporate Auditor
Yoshio Mita has extensive experience and expert knowledge as a certified public accountant and tax accountant. The
Company has nominated him as a candidate for an Outside Corporate Auditor because he is judged as being capable ofconducting appropriate audits and providing advice and suggestions on building the Company’s internal control
system. For the reasons described above, we made the decision that Yoshio Mita could adequately carry out his
assignment as Outside Corporate Auditor, even though he has never been involved in corporate management except as
outside officer.
Notes:

1. There is no special interest between the candidate and the Company.
2. Yoshio Mita is a candidate for a Outside Corporate Auditor.
3. Yoshio Mita was appointed as Substitute Corporate Auditor at the 27th Annual General Meeting of Shareholders
on December 16, 2022.
4. The Articles of Incorporation of the Company stipulate that the Company may enter into agreements with
Corporate Auditors to limit their liability for damages to the Company to a certain extent in order to facilitate therecruitment of capable persons as Corporate Auditors. When Yoshio Mita is appointed as Corporate Auditor, hewill enter into a limited liability agreement with the Company to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act to the minimum liability amount as stipulated in Article 425, Paragraph 1 of
the Act, if he performs his duties in good faith and without gross negligence.
5. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, Paragraph 1 of the Companies Act with an insurance company, with all Corporate Auditors as insureds. The
policy will cover losses, etc. incurred in cases where an insured is held liable for damages arising from their duties.
When Yoshio Mita is appointed as Corporate Auditor, the Company plans to enter into a directors and officers
liability insurance policy with him as the insured. The Company plans to renew the insurance policy with the samecontents at the next renewal.
6. Yoshio Mita satisfies the requirements of outside corporate auditors stipulated in Article 2, Item 16 of theCompanies Act. When he is appointed as Corporate Auditor, the Company will register him as an independent
officer with the domestic financial instruments exchanges on which it is listed in accordance with the guidelinesof the exchanges.

- 14 -

Proposal No. 4 Election of One Substitute Corporate Auditor
The Company wishes to elect one (1) substitute Corporate Auditor in case there is a shortfall in the numberof Corporate Auditors specified by laws and regulations or The Articles of Incorporation.
The Board of Corporate Auditors has already agreed to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1985
Jan. 1995
July 1997
Sept. 2001

Atsushi Yagai(March 26, 1963)

Joined DENTSU INC.
Joined McKinsey & Company, Inc.
Representative Director of Barilla Japan K.K.
Managing Executive Officer of AFLAC (currently Aflac
Life Insurance Japan Ltd.)
Oct. 2003 Senior Managing Executive Officer
Sept. 2006 Representative Director of Timberland Japan Limited(currently VF (Japan) Limited)
Jan. 2011 Senior Managing Executive Officer (Shikkoyakuin-Semmu)of Alico Japan (currently MetLife Insurance K.K.)
Sept. 2014 Senior Managing Executive Officer (Shikkoyaku-Semmu)
Dec. 2019 Outside Director of the Company (current position)

Number of theCompany’s
shares owned

4,000

Reason for selection as a candidate for substitute Corporate Auditor
As Outside Director since December 2019, Atsushi Yagai has provided useful opinions and advice when making
decisions on important matters concerning the Company’s management based on his extensive experience in corporate
management at several companies, including life insurance companies. The Company has nominated him as a
candidate for a substitute Corporate Auditor because he could utilize these experiences and knowledge in audit of The
Company.
Attendance at meetings of the board of directors
21 of 21
Notes:

1. There is no special interest between the candidate and the Company.
2. Atsushi Yagai is a candidate for a substitute Corporate Auditor.
3. The Articles of Incorporation of the Company stipulate that the Company may enter into agreements with
Corporate Auditors to limit their liability for damages to the Company to a certain extent in order to facilitate therecruitment of capable persons as Corporate Auditors. When Atsushi Yagai is appointed as Corporate Auditor, hewill enter into a limited liability agreement with the Company to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act to the minimum liability amount as stipulated in Article 425, Paragraph 1 of
the Act, if he performs his duties in good faith and without gross negligence.
4. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, Paragraph 1 of the Companies Act with an insurance company, with all Corporate Auditors as insureds. The
policy will cover losses, etc. incurred in cases where an insured is held liable for damages arising from their duties.
When Atsushi Yagai is appointed as Corporate Auditor, the Company plans to enter into a directors and officers
liability insurance policy with him as the insured. The Company plans to renew the insurance policy with the samecontents at the next renewal.

- 15 -

[For reference] List of Officers and their Skills Matrix
Title

Reappointment/
New
Independence/
appointment/
OutsideCurrent
Officerposition

Name

Expertise and experience
Professional
Experience/
Human
Corporate
history
Finance Legal affairs
Age management/ Knowledge Sales and IT/ resources(Industry/in theand human
andand riskBusinessmarketing DX
insurance
resources accounting management Specialty)
operationindustrydevelopment

Reappointment

Yoshiharu
Hamada

61







Reappointment

Takeshi
Kushibiki

64







Reappointment

Toshifumi
Torii

57







New
Appointment

Toshiya
Okada

54















FinanceFinanceFinanceTelecomand financeLawyer

Finance

Director Reappointment

Independentand Outside

Hiroshi
Kimeda56

Reappointment

Independentand Outside

Hidenori
Shinohara

65











New
Appointment

Independentand Outside

Yoji
Sakurai

63













FinanceNew
Appointment

Independentand Outside

Ayako
Takaguchi(female)

49







Labor andSocialSecurity
Attorney

Nobuyuki
Taniguchi

65







Manufacturing

ShigeruAkiyoshiCorporate
Auditor(fulltime)

Corporate
AuditorCurrent
positionand finance

Current
positionIndependentand Outside

69









Finance

Current
positionIndependent
Takashi70
and Outside Hatakeyama









Finance

Independentand OutsideCertifiedPublicAccountant

New
Appointment

YoshioMita

50* Information herein is current as of the date of the 28th Annual General Meeting of Shareholders (December 15, 2023).

- 16 -

[For reference] Independence Standards for Outside Officers

If none of the following items apply to an outside Director or an outside Corporate Auditor of theCompany, the Company shall consider the person to be independent.

1. Persons who execute business (Note 1) of the Company and its consolidated subsidiaries (the“Group”)
2. Persons who have the Group as a major business partner (Note 2) or execute business thereof
3. Major business partners of the Group (Note 3) or persons who execute business thereof
4. Major shareholders of the Company (Note 4) or persons who execute business thereof
5. Persons who have received large donations (Note 5) from the Group or execute business thereof
6. Persons who execute business of other companies with which the outside officers have a mutual
relationship of appointment
7. Consultants, accounting experts, or legal experts who receive a large amount of money or otherproperty (Note 6) from the Group other than compensation for their services as directors (if theperson receiving such property is a corporation, partnership, or other organization, the person
belonging to such organization)
8. Persons who have fallen under 1 above for the past 10 years
9. Persons who have fallen under any of 2 through 7 above in the past year
10. Relatives within the second degree of kinship or relatives living in the same household of persons
who fall under any of 1 through 8 above
11. Any other person who is deemed to have special reasons that may cause a conflict of interest with
the Company

Note 1:

The term “persons who execute business” refers to executive directors, executive officers(Shikkoyaku), executive officers (Shikkoyakuin), managers, or any other person equivalent
thereto or employee.

Note 2:The term “major business partner of the Group” refers to persons who have received paymentsfrom the Group that account for 2% or more of the Group’s annual consolidated net sales in
the immediately preceding fiscal year.

Note 3:

The term “persons who have the Group as a major business partner” refers to business partners
that make payments to the Group of 2% or more of the Company’s annual consolidated net
sales for the immediately preceding fiscal year, or business partners that provide loans to theGroup of 2% or more of the Company’s total consolidated assets at the end of the immediately
preceding fiscal year.

Note 4:

The term “major shareholder” refers to shareholders who directly or indirectly hold 10% ormore of the total voting rights.

Note 5:A “large donation” is defined as a donation that exceeds 1% of the Company’s consolidated
net sales for the immediately preceding fiscal year.

Note 6:

A “large amount of money or other assets” means more than 1% of the Company’s
consolidated net sales for the immediately preceding fiscal year.

- 17 -