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

Securities Code: 4461
To our shareholders:June 3, 2024
YAMAJI Naoki, President COO

DKS Co. Ltd.
(Main Branch) 55 Nishishichijo Higashikubo-cho,
Shimogyo-ku, Kyoto(Headquarters) 5 Ogawara-cho, Kisshoin, Minami-ku,
Kyoto

Notice of Convocation of the 160th Ordinary General Meeting of Shareholders
We are pleased to announce the 160th Ordinary General Meeting of Shareholders of DKS Co. Ltd. (“theCompany”), which will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of reference documents for the shareholders meeting, etc.
(matters for which measures for providing information in electronic format are to be taken). This information isposted on each of the following websites, so please access either of those websites to confirm the information.
The Company’s website:
https://www.dks-web.co.jp/ (in Japanese)(From the above website, select “Investor Relations” and then “Investors Library,” and then “Shareholder’sMeetings” to confirm)[PRONEXUS INC. dedicated website for the Company]
https://d.sokai.jp/4461/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “DKS Co., Ltd.” in “Issue name(company name)” or the Company’s securities code “4461” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)Instead of attending in person this General Meeting of Shareholders, you may exercise your voting rights
beforehand either by electromagnetic means (via the Internet, etc.) or in writing. Please review theReference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:20 p.m.,
Monday, June 24, 2024 (JST).

-1-1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)
2. Venue:

Banquet Hall “Suzaku,” 2F, RIHGA Royal Hotel Kyoto
1-Taimatsu-cho, Shiokoji-sagaru, HigashiHorikawa-dori, Shimogyo-ku, Kyoto

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 160th fiscal year (from April 1,
2023 to March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. The Non-consolidated Financial Statements for the 160th fiscal year (from April 1, 2023 to March 31,2024)
Proposals to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member• Paper-based documents stating matters for which measures for providing information in electronic format are to be taken are sent
to shareholders who have requested the delivery of such documents, however those documents do not state the following matters inaccordance with the provisions of laws and regulations and Article 16, Paragraph 2 of the Company’s Articles of Incorporation.
(1) “Matters Regarding the Company’s Shares,” “Matters Regarding the Company’s Share Acquisition Rights, etc.” “Status of
the Accounting Auditors,” “System to Ensure Appropriate Business Conduct and Status of Operation of the System” and“Basic Policy Regarding the Party to Control Financial and Business Policy of the Company,” of the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements(4) “Audit Report of the Accounting Auditor of the Consolidated Financial Statements,” “Audit Report of the Accounting
Auditor” and “Audit Report of the Audit & Supervisory Board” in the Audit Report
Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents arepart of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Accounting Auditor
when they create their respective audit reports.
• If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted on individual aforementioned websites.
• If there are major changes regarding the management of the meeting, we will promptly provide notice via the Company’s website(https://www.dks-web.co.jp/) (in Japanese only).
• Please note that on the day of the General Meeting of Shareholders, the meeting will be held with the room temperature set at ahigh setting, and the Company’s officers and meeting staff will be wearing light attire (“cool-biz” style).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company believes that strengthening our business’s resilience by improving productivity, developing new
products and creating new businesses and improving company performance over the long term is the mostimportant management priority. Based on such philosophy, we maintain a basic policy on dividends of maintaining
long-term and stable dividends for shareholders while keeping a reasonable level of internal reserves that we deemis necessary for future business development.
The Company will pay year-end dividends for the fiscal year ended March 31, 2024, of ¥45 per share, an increaseof ¥5 from ¥40 in the fiscal year ended March 31, 2023. Accordingly, including the interim dividends of ¥20 per
share, the annual dividends will be ¥65 per share.
Year-end dividends(1) Type of dividend property
Cash
(2)

Allotment of dividend property to shareholders and its aggregate amount¥45 per common share of the Company
Total dividends: ¥430,647,660(3)Effective date of dividends of surplus
June 26, 2024

-3-

Proposal No. 2

Election of Six Directors

The terms of office of all eight Directors will expire at the conclusion of this Meeting. In fiscal 2024, the final yearof our medium-term management plan, FELIZ 115, as a result of separating management and execution from lastyear, we are requesting the election of six Directors, reducing by two, including three outside Directors, for swift
and strategic decision making in order to ensure absolute achievement of the Company’s management policies.
If this Proposal is approved as originally proposed, the Company plans to designate again three outside Directors as
independent officers as stipulated by the Tokyo Stock Exchange, which makes half of the Directors of theCompany independent officers.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

1

SAKAMOTO Takashi

Reelection

Chairman CEO

2

YAMAJI Naoki

Reelection

President COO

3

SHIMIZU Shinji

Reelection

Director

4

OKUYAMA Kikuo

Reelection
OutsideIndependent

Director

5

HASHIMOTO Katsumi

Reelection
OutsideIndependent

Director

6

NAKANO Hideyo

Reelection
OutsideIndependent

Director-4-

Candidate
No.

1

Name
(Date of birth)

SAKAMOTO Takashi(August 9, 1947)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1970

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)

Feb. 1991

Manager of Madrid Branch of The Fuji Bank,
LimitedMay 1994

Manager of Nihonbashi Branch of The Fuji
Bank, Limited

Dec. 1999

Managing Director of Fuji Asset Management
Co., Ltd.

Jun. 2001

Joined the Company

Jun. 2001

Director

Apr. 2004

Executive General Manager in charge ofCorporate Planning Headquarters

Jun. 2004

Managing Director

Jun. 2007

Senior Managing Director

Jun. 2011

Representative Vice President

Jun. 2013

Chairman and Executive Director

Jun. 2015

Concurrently President

Apr. 2022

Chairman CEO (current)

Number of theCompany’s
shares held

46,049Reasons for nomination as candidate for Director
SAKAMOTO Takashi has again been nominated as a candidate for Director because of his experience referred toabove and is well versed in corporate management as Representative Director of the Company.

YAMAJI Naoki(April 13, 1964)
Reelection
2

Apr. 1991

Joined the Company

Apr. 2013

General Manager in charge of Planning
Department, Yokkaichi Reorganization
Division, Production Control Headquarters

Apr. 2014

General Manager of COO Office

Apr. 2015

Executive General Manager of Plastic
Materials Business Division, Business
Headquarters

Apr. 2016

Concurrently in charge of Tokyo Headquarters

Apr. 2017

Executive General Manager in charge ofCorporate Planning Headquarters

Jun. 2017

Director and in charge of Personnel & General
Affairs Headquarters

Apr. 2018

Concurrently in charge of Production Control
Headquarters

Apr. 2020

Managing Director
Administrative Supervisor

Apr. 2021

R&D Supervisor

Apr. 2022

President COO (current)

17,123

Reasons for nomination as candidate for Director
YAMAJI Naoki has again been nominated as a candidate for Director because of his experience referred to above andthe wealth of experience and wide-ranging knowledge he has in sales, R&D, administration and planning, etc., and iswell versed in corporate management as Representative Director of the Company.

-5-

Candidate
No.

Name
(Date of birth)

SHIMIZU Shinji(October 9, 1973)
Reelection

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

Joined the Company

Apr. 2014

General Manager of Personnel & General
Affairs Department, Personnel & General
Affairs Division

Apr. 2016

General Manager of Shuang Yi Li (Tianjin)
New Energy Co., Ltd.

Apr. 2018

Board Director of Shuang Yi Li (Tianjin) New
Energy Co., Ltd.

Jun. 2019

General Manager of Financial Division,
Financial Headquarters

Apr. 2020

Executive Officer
Executive General Manager in charge of
Production Headquarters

Apr. 2022

Administrative Supervisor

Jun. 2022

Director (current)

3

Number of theCompany’s
shares held

6,456

Reasons for nomination as candidate for Director
SHIMIZU Shinji has again been nominated as a candidate for Director because of his experience referred to above andthe wealth of experience and knowledge he has in administration and planning, production, management of overseas
subsidiaries, etc.

OKUYAMA Kikuo(June 1, 1948)
Reelection
OutsideIndependent

4

Oct. 1990

Professor of Department of Chemical
Engineering, Cluster 3, Faculty of Engineeringof Hiroshima University

Apr. 2001

Professor of Department of Chemical
Engineering, Graduate School of Engineeringof Hiroshima University

Apr. 2013

Professor Emeritus of Chemical Engineering ofHiroshima University (current)
Special Appointment Professor of Hiroshima
University

Jun. 2017Managing Director of Hosokawa Powder
Technology Foundation

Jun. 2021

Director of the Company (current)

Jun. 2022

Auditor of Hosokawa Powder Technology
Foundation (current)

Jun. 2022

Vice President, The Information Center ofParticle Technology, Japan (current)

500(Significant concurrent positions outside the Company)
Auditor of Hosokawa Powder Technology Foundation
Vice President, The Information Center of Particle Technology,
Japan
Reasons for nomination as candidate for outside Director and expected role
The candidate OKUYAMA Kikuo was engaged in research operations at a university for many years, and has
particularly extensive knowledge and experience in the field of nanotechnology.
He has played an appropriate role in overseeing business execution as an outside Director, such as by actively offering
his views on the Company’s R&D and life science fields at Board of Director meetings.
He is also working to bring about collaboration between industry, academia, and government organizations, and has
again been nominated as a candidate for outside Director as we look forward to him contributing to the sustainablegrowth of the Company and improved corporate value.
Mr. Okuyama has never been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an outside Director using the above experience and expertise.

-6-

Candidate
No.

Name
(Date of birth)

HASHIMOTO Katsumi(April 5, 1958)
Reelection
OutsideIndependent
5

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

Joined the Osaka Regional Taxation Bureau

Oct. 1984

Joined Asahi & Co. (current KPMG AZSA
LLC)Mar. 1987

Registered as a Certified Public Accountant

May 2007

Representative Partner of Asahi & Co. (current
KPMG AZSA LLC)

Jul. 2010

Director of Kyoto Office, KPMG AZSA LLC

Jun. 2019

Left position at KPMG AZSA LLC

Jul. 2019

Established Hashimoto Accounting Office as a
Representative (current)

Jun. 2020

Audit & Supervisory Board Member of theCompany

Jun. 2022

Director of the Company (current)

Number of theCompany’s
shares held

571

(Significant concurrent positions outside the Company)
Representative of Hashimoto Accounting Office
Reasons for nomination as candidate for outside Director and expected role
The candidate HASHIMOTO Katsumi has accumulated a wealth of experience as a certified public accountant overmany years, and has advanced, specialist knowledge of finances and accounting.
He has been nominated again as a candidate for outside Director as we look forward to him offering helpful proposals
on all aspects of management from the broad perspective, using this wealth of experience and outstanding expertise, as
he has actively offered opinions on management strategies at Board of Director meetings.
Mr. Hashimoto has never been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an outside Director using the above experience and expertise.

-7-

Candidate
No.

Name
(Date of birth)

NAKANO Hideyo(September 13, 1959)
Reelection
OutsideIndependent
6

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 1991

Vice President of Cititrust and Banking
Corporation

Oct. 1993

Senior Portfolio Manager and Head of Private
Investment of Cititrust and Banking
Corporation

Jan. 2000

Director and Head of Investment Division of
FuNNeX Asset Management Inc.

Mar. 2004

Established Trias Corporation; took up positionas CEO (current)

Mar. 2020

Outside Director of OUTSOURCING Inc.

Jun. 2021

Outside Director of HOCHIKICORPORATION (current)

Jun. 2022

Director of the Company (current)

Jun. 2023

Outside Director (Audit & Supervisory
Committee Member) of NS TOOL CO., LTD.
(current)

Number of theCompany’s
shares held

389

(Significant concurrent positions outside the Company)
CEO of Trias Corporation
Outside Director of HOCHIKI CORPORATION
Outside Director (Audit & Supervisory Committee Member) of
NS TOOL CO., LTD.
Reasons for nomination as candidate for outside Director and expected role
The candidate NAKANO Hideyo has long been involved in investment operations at asset management companies,
and has experience as a manager of an IR/PR support company seeking to find new investments. In particular, she has
specialist expertise in IR/PR activities in global markets.
She has played an appropriate role in overseeing business execution as an outside Director, such as by actively offering
her views on the Company’s IR activities and business strategies at Board of Director meetings.
She has been nominated again as a candidate for outside Director as we look forward to her contributing to thesustainable growth of the Company and improved corporate value using this wealth of experience and outstanding
expertise.
(Notes) 1. There is no special interest between any of the candidates for Director and the Company.
2. OKUYAMA Kikuo, HASHIMOTO Katsumi, and NAKANO Hideyo are candidates for outside Director.
3. The Company has registered OKUYAMA Kikuo, HASHIMOTO Katsumi and NAKANO Hideyo as independent officers
with the Tokyo Stock Exchange Inc. If their reelection is approved, the Company again plans to treat them as independent
officers.
4. OKUYAMA Kikuo, HASHIMOTO Katsumi and NAKANO Hideyo are currently outside Directors of the Company, atthe conclusion of this meeting, OKUYAMA Kikuo’s tenure since assuming office as outside Director of the Company
will have been three years and the tenures of HASHIMOTO Katsumi and NAKANO Hideyo will have been two years.
5. The Company has entered into a liability limitation agreement with candidates for outside Director OKUYAMA Kikuo,
HASHIMOTO Katsumi and NAKANO Hideyo to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act, provided thatthey perform their duties in good faith and without gross negligence. If their reelection is approved, the Company plans
to continue such agreements with them.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and the details are provided in the Business Report (in Japaneseonly). If the candidates for Director assume the office of Director, each of them will be an insured in the insurance policy.
In addition, the Company plans to renew the policy with the same terms the next time of renewal.
7. NAKANO Hideyo was appointed outside director of OUTSOURCING Inc. in March 2020, and resigned from the positionin March 2023. During her tenure in November 2021, improper accounting practices were discovered at
OUTSOURCING’s consolidated subsidiary, OUTSOURCING TECHNOLOGY Inc. Although she was not aware of these
improper practices until their discovery, from a legal compliance perspective she regularly brought such matters to theattention of OUTSOURCING Inc. Board of Director meetings. Further, following the discovery of these improper-8-practices, she appropriately executed her duties through investigations, the identification of causes, and proposals on
recurrence prevention measures.
8. The number of the Company’s shares held by each candidate for Director is the number of shares held as of March 31,
2024.

-9-

Proposal No. 3

Election of Three Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members KAWAMURA Ichiji, TAKAHASHI Toshitada and
NAKA Hideya will expire at the conclusion of this meeting. Therefore, the Company proposes the election of three
Audit & Supervisory Board Members including two outside Audit & Supervisory Board Members. Including theone Audit & Supervisory Board Member whose terms of office will not expire, the total number of Audit &Supervisory Board Members will become four.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Candidate
No.

Name

Current position in the Company

1

FURUSAWA Yoshiyuki

New election

Senior Specialist, Internal
Audit Department

2

TAKAHASHI Toshitada

Reelection
OutsideIndependent

Audit & Supervisory Board
Member3

MIYANAGA Masayoshi

New election
OutsideIndependent–- 10 -

Candidate
No.

Name
(Date of birth)

FURUSAWA Yoshiyuki(October 12, 1969)
New election
1

Career summary, position and significant concurrent positions
outside the Company
Apr. 1993

Joined the Company

Apr. 2010

General Manager of Internal Audit Department

Apr. 2013

General Manager of Financial Division,
Financial Headquarters

Apr. 2015

General Manager of Secretarial Department

Apr. 2020

General Manager of Financial Administration
Department, Administrative Headquarters

Apr. 2021

General Manager of Life Science Business
Headquarters

Apr. 2022

General Manager of Internal Audit Department

Apr. 2024

Senior Specialist, Internal Audit Department(current)

Number of theCompany’s
shares held

806

Reasons for nomination as candidate for Audit & Supervisory Board Member
FURUSAWA Yoshiyuki has been newly nominated as a candidate for Audit & Supervisory Board Member because of
his experience referred to above and his wealth of experience and knowledge in the accounting, finance and auditing
fields.

2

TAKAHASHI Toshitada(August 20, 1957)
Reelection
OutsideIndependent

Apr. 1982

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)May 2004

Manager of Urawa Branch of Mizuho Bank,
Ltd.

Nov. 2005

Manager of Maebashi Branch of Mizuho Bank,
Ltd.

Apr. 2008

Manager of Shinagawa Branch of Mizuho
Bank, Ltd.

Apr. 2010

Chief Auditor, Business Audit Department ofMizuho Bank, Ltd.

Jan. 2011

Joined UC CARD Co., Ltd.

Feb. 2011

Managing Executive Officer of UC CARD Co.
Ltd.

Apr. 2020

Director, Managing Executive Officer of UC
CARD Co. Ltd.

Jun. 2020

Independent Outside Director Standing Audit
and Supervisory Committee Member ofITmedia Inc. (current)

Jun. 2020

Audit & Supervisory Board Member of theCompany (current)

571(Significant concurrent positions outside the Company)
Independent Outside Director Standing Audit and Supervisory
Committee Member of ITmedia Inc.
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The candidate TAKAHASHI Toshitada has again been nominated as a candidate for outside Audit & Supervisory
Board Member because of his experience referred to above and the wealth of accounting and financial experience inthe financial industry, and because he is currently engaged in the auditing operations of an IT company and has
adequate knowledge and experience in auditing of corporate operations.

- 11 -

Candidate
No.

Name
(Date of birth)

MIYANAGA Masayoshi(June 3, 1958)
New election
OutsideIndependent

3

Career summary, position and significant concurrent positions
outside the Company
Apr. 1981

Joined The Nippon Credit Bank, Ltd.
(currently Aozora Bank, Ltd.)

Feb. 1990

Temporarily Served as an Investment Advisorof The Nippon Credit Bank, Ltd.

Oct. 1991

Dispatched to Nippon Credit Gartmore Ltd.
(UK)

Apr. 1995

Joined Schroder Investment Management(Japan) Limited

Apr. 2000

Director of Schroder Investment Management(Japan) Limited

Jan. 2001

Joined Prudential Asset Management Japan
Co., Ltd. (currently PGIM Japan Co., Ltd.)
Chief Investment Officer in charge of Stock
Investment

Nov. 2003

Joined IRB, Inc. (currently FALCON Research& Consulting Ltd.)
Co-Representative Partner

Nov. 2011

Representative Director of IRB Inc.

Apr. 2017

Director of FALCON Research & Consulting
Ltd. (current)

Apr. 2017

Professor of Graduate School of Innovation
Studies (currently Graduate School ofManagement) of Tokyo University of Science

Jun. 2017

Outside Director of Universal Entertainment
Corporation (current)

Apr. 2023

Specially Appointed Professor of Chuo
Business School (current)

Jun. 2023

Outside Director of S.T. CORPORATION(current)

Number of theCompany’s
shares held

200

(Significant concurrent positions outside the Company)
Director of FALCON Research & Consulting Ltd.
Outside Director of Universal Entertainment Corporation
Specially Appointed Professor of Chuo Business School
Outside Director of S.T. CORPORATION
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The candidate MIYANAGA Masayoshi has been newly nominated as a candidate for outside Audit & Supervisory
Board Member because of his experience in business management and academic knowledge in the areas of corporate
valuation, corporate finance and ESG management accumulated as a university professor.
(Notes) 1.
2.
3.
4.

There is no special interest between each candidate for Audit & Supervisory Board Member and the Company.
FURUSAWA Yoshiyuki and MIYANAGA Masayoshi are new candidates.
TAKAHASHI Toshitada and MIYANAGA Masayoshi are candidates for outside Audit & Supervisory Board Member.
The Company has registered TAKAHASHI Toshitada as an independent officer with the Tokyo Stock Exchange Inc. If
his reelection is approved, the Company plans for his appointment as an independent officer to continue.
5. If MIYANAGA Masayoshi’s election is approved, the Company plans to register him as an independent officer with theTokyo Stock Exchange Inc.
6. TAKAHASHI Toshitada is currently an outside Audit & Supervisory Board Member of the Company, and at theconclusion of this meeting, his tenure as outside Audit & Supervisory Board Member will have been four years.
7. The Company has entered into a liability limitation agreement with the candidate for outside Audit & Supervisory Board
Member TAKAHASHI Toshitada to limit his liability for damages under Article 423, paragraph (1) of the Companies Act
to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act, provided that he performs
his duties in good faith and without gross negligence. If his reelection is approved, the Company plans to continue said

- 12 -

agreement with him. In addition, if MIYANAGA Masayoshi’s election is approved, then the Company plans to newly
enter into the same liability limitation agreement with the above details with him.
8. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and the details are provided in the Business Report (in Japaneseonly). If each candidate for Audit & Supervisory Board Member is elected and assume the office of Audit & Supervisory
Board Member, they will be the insured in the insurance policy. In addition, the Company plans to renew the policy withthe same terms the next time of renewal.
9. The number of the Company’s shares held by each candidate for Audit & Supervisory Board Member is the number ofshares held as of March 31, 2024.

- 13 -

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The effective term of the appointment of TSUKAMOTO Hidenobu as substitute Audit & Supervisory Board
Member expires at the start of this General Meeting of Shareholders. Therefore, in order to prepare for cases where
there is a vacancy which results in a shortfall in the number of Audit & Supervisory Board Members stipulated inlaws and regulations, the Company requests the election of one substitute for outside Audit & Supervisory Board
Member. The substitute Audit & Supervisory Board Member shall assume office on condition that the number ofoutside Audit & Supervisory Board Members falls short of the number stipulated by laws and regulations, andaccording to the provisions of the Company’s Articles of Incorporation, the term of office shall be the remaining
term of office of the retired Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

TSUKAMOTO Hidenobu(July 17, 1973)

Career summary and significant concurrent positions outside theCompany
Dec. 2009

Registered as an Attorney at Law (Kagoshima Bar
Association)
Joined Kajiki Branch of Kagoshima Chuo Law
OfficesDec. 2012

Transfer of registration to Kyoto Bar Association
Joined Tsukamoto Law Office (current)

Jun. 2013

Audit & Supervisory Board Member of CAMPOHOLDINGS Co., Ltd. (current)
Audit & Supervisory Board Member of CAMPO
Co., Ltd. (current)

Feb. 2017

Audit & Supervisory Board Member of Uzumasa
Driving School Co., Ltd.

Number of theCompany’s shares
held

0

Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member
As an attorney, the candidate TSUKAMOTO Hidenobu has expert knowledge and wealth of experience of the judicial field.
Based on these deep insights and strong sense of ethics, he is expected to strengthen the management oversight functions of theCompany, and to contribute to building a better governance structure, for which reason it has nominated him as a candidate for
substitute Audit & Supervisory Board Member.
Mr. TSUKAMOTO has never been involved in the management of a company except as an outside officer. However, the Company
judges he will appropriately fulfill his duties as an outside Audit & Supervisory Board Member based on these reasons.
(Notes)1. There is no special interest between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. The candidate for substitute Audit & Supervisory Board Member is a candidate for outside Audit & Supervisory Board
Member.
3. If the candidate for substitute Audit & Supervisory Board Member TSUKAMOTO Hidenobu is appointed as Audit &Supervisory Board Member, the Company plans to enter into a liability limitation agreement with him to limit his liability
for damages under Article 423, paragraph (1) of the Companies Act to the minimum liability amount provided for by
Article 425, paragraph (1) of the same Act, provided that he performs his duties in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and the details are provided in the Business Report (in Japaneseonly). If the candidate for substitute Audit & Supervisory Board Member assumes the office of Audit & Supervisory Board
Member, he will be an insured in the insurance policy. In addition, the Company plans to renew the policy with the sameterms the next time of renewal.
5. If the candidate for substitute Audit & Supervisory Board Member TSUKAMOTO Hidenobu assumes the office of Audit& Supervisory Board Member, the Company plans to submit notification to Tokyo Stock Exchange, Inc. concerning his
designation as an independent officer- 14 -

[Reference] Expected Skill Matrix of Board of Directors
To undertake proper decision making and management supervision at a higher level, the Company appoints
directors and Audit & Supervisory Board members taking into consideration the balance of such factors as
extensive experience, performance, and expertise related to the business. In addition, the Company appoints several
outside Directors and outside Audit & Supervisory Board Members who have a wealth of experience, a high degreeof expertise, and a broad range of knowledge and experience in management. One or more persons with experiencein finance and accounting divisions and the appropriate knowledge will be appointed as Audit & Supervisory
Board Member(s).
If Proposal No. 2 and Proposal No. 3 are approved as proposed, the approach on the expected skills and areas ofexpertise of each officer are as follows. Up to four particularly expected items are described, and these to notindicate all of the skills and expertise of each officer.
Fields that Directors and Audit & Supervisory Board Members are
expected to particularly contribute toName of officer

ChairmanCEO

Outside Independent

SAKAMOTO

Legal affairs Personnel Research BusinessAccounting
Corporateor riskor HR technology strategy oror financemanagement
management strategy or or DX or marketingor bothor bothboth
both
or both●TakashiPresident
COO

YAMAJI Naoki●

Director

SHIMIZU Shinji●

Director

OKUYAMA
Kikuo

Director
Director
Audit &
Supervisory
Board
MemberHASHIMOTO
Katsumi
NAKANO Hideyo

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ONISHI Hideaki

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FURUSAWA
Yoshiyuki

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Audit &
Supervisory
Board
MemberAudit &
Supervisory
Board
MemberAudit &
Supervisory
Board
Member

TAKAHASHI
Toshitada

MIYANAGA
Masayoshi

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- 15 -●●