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: 9702
March 4, 2022
To our shareholders:
Kazufumi Wakao
Representative Director and President
ISB Corporation
5-1-11 Osaki, Shinagawa-ku, Tokyo, Japan

Notice of the 52nd Ordinary General Meeting of Shareholders

We hereby give notice that the 52nd Ordinary General Meeting of Shareholders of ISB Corporation (the “Company”)
will be held as follows.
To prevent the spread of COVID-19, we request that shareholders consider not attending this meeting in person andinstead exercise your voting rights beforehand wherever possible.
Please review the Reference Documents for the General Meeting of Shareholders shown below and exercise your voting
rights in writing by postal mail or via the Internet, etc. by 5:30 p.m. on Thursday, March 24, 2022.
Handling of duplicate exercising of voting rights
If you exercise your voting rights in duplicate both by the voting form via postal mail and via the Internet, etc., theCompany will only deem your exercise via the internet, etc. valid. If you exercise your voting rights via the internet,
etc. multiple times, the vote exercised last shall be deemed valid.

1. Date and Time:

Friday, March 25, 2022, at 10:00 a.m. JST

2. Venue:

Conference Room, 2nd floor of the Company’s head office
5-1-11 Osaki, Shinagawa-ku, Tokyo, Japan
Please note that the venue is changed from the last meeting.

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Results of Audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 52nd Fiscal Term
(January 1, 2021 to December 31, 2021).
2. Non-consolidated Financial Statements for the 52nd Fiscal Term (January 1, 2021 to December 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
Proposal No. 4
Election of Five Directors Who Are Audit and Supervisory Committee Members
For those attending the meeting on the day, please submit the enclosed voting form at the reception desk. If there are any
amendments to reference documents for the general meeting of shareholders, business report, consolidated financial
statements and non-consolidated financial statements, such amendments will be announced on the Company’s website(https://www.isb.co.jp/).

-1-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company considers returning profits to shareholders as an important task of management. In order to maintain asound financial position and proactively develop business with this background, the Company’s basic policy is toallocate profits by comprehensively considering the performance of each fiscal year, strategies for future investments andbusiness development, and the dividend payout ratio.
In terms of returning profits to shareholders specifically, the Company emphasizes dividends and targets a dividend
payout ratio of 30% of net profit on a consolidated basis. The Company intends to offer a stable dividend where possible
within a range that enables it to maintain room for investments and financial soundness, focusing on the ratio ofdividends to net assets.
In accordance with the above policy, the Company proposes to pay year-end dividends for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amountThe Company plans to offer a dividend of ¥30 (ordinary dividend of ¥30) per share of common stock of theCompany.
In this event, the total dividends will be ¥340,891,410.
Effective date of dividends of surplus
The effective date of dividends will be March 28, 2022.

-2-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for Proposal
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company
proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of thesystem for providing informational materials for the general meeting of shareholders in electronic format.
(1)

Article 16, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall take measuresfor providing information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format.

(2)

Article 16, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scope of theitems to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of
paper-based documents.

(3)

Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer be required,
they will be deleted.

(4)

Accompanying the aforementioned new establishment and deletion, supplementary provisions regarding theeffective date, etc. will be established.

2. Details of Amendment
Details of the amendments to the Articles of Incorporation are as follows and amendments are underlined:
Current Articles of Incorporation

Proposed Amendments

Article 16 (Internet Disclosure and Deemed Provision of(Deleted)

Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Newly established)

Article 16 (Measures for Providing Information inElectronic Format, Etc.)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-3-

(Supplementary Provisions)(Supplementary Provisions)(Newly established)

1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and the establishment ofproposed Article 16 (Measures for Providing
Information in Electronic Format, Etc.) shall beeffective from the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-4-

Proposal No. 3

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all five Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter, the same shall apply in this proposal) will expire at the conclusion of this meeting. In that regard, theCompany proposes the election of six Directors, increasing the number of Directors by one to further enhance the Groupmanagement system.
The Board of Directors decided upon the candidates for Directors after receiving a report from the Nomination andCompensation Advisory Committee. The Audit and Supervisory Committee has provided the opinion that all Director
candidates are qualified for the position.
The candidates for Director are as follows:
Candidate
No.

Name
Date of birth

Itsuo Wakao

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1981

Joined the Company

Oct. 1996

Associate Executive Manager, Communication Systems
Business Unit

Apr. 1997

Director, and Executive Manager, Communication Systems
Business Unit

Mar. 2001

Executive Director, and Executive General Manager,
SolutionsMar. 2003

Managing Director, and Executive General Manager,
SolutionsJan. 2007

Managing Director, and Executive General Manager,
Technology Solutions and Services Headquarters

Mar. 2007

Representative Director and President

Jan. 2012

Representative Director and Chairman of Knox Data
Corporation

Sept. 2012

Director of GIOT Corporation (currently, VeriServe
Okinawa Test Center Corporation)

Jan. 2013

Representative Director and Chairman of SMC Corporation
Director and Chairman of ISB Vietnam Company Limited

Jan. 2014

Representative Director and Chairman of Sapporo System
Science Co., Ltd. (currently, SSS Corporation)

Mar. 2017

Representative Director and Chairman of ART Japan Co.,
Ltd.

Jan. 2019

Representative Director and President of T-stock Co., Ltd.
(current position)
Representative Director and Chairman of TAKES Co., Ltd.

Jan. 2021

Representative Director and Chairman of the Company(current position)

November 25, 1958
1

Number of theCompany’s
shares owned

71,145Significant concurrent positions outside the Company
President of T-stock Co., Ltd.

Reasons for nomination as candidate for Director
Itsuo Wakao has been involved in management for many years as a Director of the Company and Group companies andhe possesses abundant experience and broad knowledge in the Group’s business areas. As a result, the Company
requests his re-election as a Director.

-5-Candidate
No.

Name
Date of birth

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Sept. 1999

Joined Wakao Shoji Ltd.

Jan. 2002

Joined Software Maintenance Corporation (currently, SMC
Corporation)

Nov. 2002

Transferred to the Company

Jan. 2007

Senior Executive Manager, Subsidiaries Relations Division

Apr. 2008

Senior Executive Manager, Purchasing and Outsourcing
Division

Apr. 2013

Representative Director and President of Wakao Shoji Ltd.
(current position)

Aug. 2013

Manager, Accounting and Finance Division of theCompany

Jan. 2014

Executive Officer, Senior Executive Manager, Subsidiaries
Relations Division, and Manager, Management andPlanning Division

Jan. 2015

Executive Officer, Senior Executive Manager, Management
and Planning Division, and Senior Executive Manager,
Subsidiaries Relations Division

Mar. 2016

Director (Full-time Audit and Supervisory Committee
Member)Mar. 2020

Managing Director in charge of Integrated Management

Mar. 2020

Representative Director and Chairman of SMC Corporation(current position)

Mar. 2020

Representative Director and Chairman of Knox Data
Corporation (current position)

Mar. 2020

Representative Director and Chairman of ISB Tohoku
Corporation (current position)

Mar. 2020

Representative Director and Chairman of SSS Corporation(current position)

Mar. 2020

Representative Director and Chairman of ART Japan Co.,
Ltd. (current position)

Mar. 2020

Representative Director and Chairman of Computer House
Corporation (current position)

Mar. 2020

Representative Director and Chairman of TAKES Co., Ltd.
(current position)

Mar. 2020

Director and Chairman of ISB Vietnam Company Limited(current position)

Jan. 2021

Representative Director and President of the Company(current position)

Kazufumi Wakao
April 10, 1972
2

Number of theCompany’s
shares owned

280,917Significant concurrent positions outside the Company
Representative Director and President of Wakao Shoji Ltd.
Representative Director and Chairman of SMC Corporation
Representative Director and Chairman of Knox Data Corporation
Representative Director and Chairman of ISB Tohoku Corporation
Representative Director and Chairman of SSS Corporation
Representative Director and Chairman of ART Japan Co., Ltd.
Representative Director and Chairman of Computer House Corporation
Representative Director and Chairman of TAKES Co., Ltd.
Director and Chairman of ISB Vietnam Company Limited

Reasons for nomination as candidate for Director
Kazufumi Wakao is a Director of the Company and Group companies and possesses broad knowledge of the Group’sbusiness areas. As a result, the Company requests his re-election as a Director because it believes he is an ideal
candidate for the implementation of management strategies and business plans as well as the Group’s overallmanagement.

-6-

Candidate
No.

Name
Date of birth

Yoichi Takeda
February 12, 1963

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1985

Joined The Mitsubishi Bank, Limited (currently, MUFG
Bank, Ltd.)

June 2001

Joined In.X Inc.

Oct. 2002

Joined the Company, as Section Manager, Total Solutions
SectionJan. 2004

President of ISB VIETNAM CORPORATION (currently,
ISB Vietnam Company Limited)

Jan. 2008

Executive Manager, Overseas Business Unit of theCompany

Jan. 2010

Executive Officer, Senior Executive Manager, Subsidiaries
Relations Division, and Manager, Business Development
Division

Feb. 2010

Director of E Storm Co., Ltd.

Apr. 2010

Director of ISB Vietnam Company Limited

Jan. 2011

Executive Officer, and Senior Executive Manager, Sales
Division 1 of the Company

Mar. 2014

Director, Executive General Manager, Technology
Solutions and Services Headquarters 1, and Senior
Executive Manager, Sales Division 1

June 2014

Director of GIOT Corporation (currently, VeriServe
Okinawa Test Center Corporation)

Jan. 2016

Director, Executive General Manager, Technology
Solutions and Services Headquarters 1 of the Company

Mar. 2016

Chairman of ISB Vietnam Company Limited

Jan. 2018

Director, and Executive General Manager, Sales
Headquarters of the Company

Mar. 2018

Representative Director and Chairman of SMC Corporation
Representative Director and Chairman of Knox Data
Corporation

Jan. 2019

Director, and Executive General Manager, Administrative
Headquarters of the Company (current position)

3

Number of theCompany’s
shares owned

18,965

Reasons for nomination as candidate for Director
Yoichi Takeda possesses abundant experience and broad knowledge having been involved in the subsidiaries
management as a director of the Company and Group companies. The Company judges that he can utilize hisknowledge in strengthening the Company’s management structure and for this reason the Company requests that he bere-elected as a Director.

-7-

Candidate
No.

Name
Date of birth

Yoshifumi Sekimoto

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1988

Joined Wako Securities Co., Ltd. (currently, Mizuho
Securities Co., Ltd.)

June 2007

Joined FinanTec Co., Ltd.

Jan. 2010

Joined the Company, Senior Executive Manager,
Accounting and Finance Division

Jan. 2011

Senior Executive Manager, Accounting and Finance
Division, and Senior Executive Manager, Subsidiaries
Relations Division

Jan. 2012

Executive Officer, Senior Executive Manager, Accounting
and Finance Division, and Senior Executive Manager,
Subsidiaries Relations Division

Apr. 2016

Executive Officer, Associate Executive General Manager,
Administrative Headquarters, Senior Executive Manager,
Accounting and Finance Division, and Senior Executive
Manager, Subsidiaries Relations Division

July 13, 1965
4

Jan. 2017

Representative Director and President of ART Japan Co.,
Ltd. (current position)
Representative Director and President of ART Service
Japan Co., Ltd. (current position)

Mar. 2017

Director, and Senior Executive Manager, Integrated
Management Control Division of the Company

July 2019

Director in charge of management control (current position)

Number of theCompany’s
shares owned

9,658

Significant concurrent positions outside the Company
Representative Director and President of ART Japan Co., Ltd.,
Representative Director and President of ART Service Japan Co., Ltd.

Reasons for nomination as candidate for Director
Yoshifumi Sekimoto possesses abundant experience and broad knowledge having been involved for many years in thesubsidiaries management and the accounting and finance operations of the Company. The Company judges that he canutilize his knowledge in strengthening the Company’s management strategies and for this reason the Company requests
that he be re-elected as a Director.

-8-

Candidate
No.

Name
Date of birth

Yoshiichi Ogasawara

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Sept. 1987

Joined Cosmo Enterprise Co., Ltd.

Feb. 1988

Joined the Company

Jan. 2008

Senior Executive Manager, Abiko Division

Jan. 2014

Executive Officer, and Executive Manager, Business Unit 1
Director of ISB Vietnam Company Limited

Jan. 2018

Executive Officer, Executive Manager, Embedded Software
Solutions Business Unit 2, and Senior Executive Manager,
Product Business Development Division of the Company

Jan. 2019

Executive Officer, Associate Executive General Manager,
Technology Solutions and Services Headquarters, andSenior Executive Manager, Product Business Division

Mar. 2019

Director, Executive General Manager, Technology
Solutions and Services Headquarters (current position), andSenior Executive Manager, Product Business Division

Mar. 2021

Director, Executive General Manager, Technology
Solutions and Services Headquarters (current position), andExecutive General Manager, Sales Headquarters (current
position)January 6, 1968
5

Number of theCompany’s
shares owned

13,020Reasons for nomination as candidate for Director
Yoshiichi Ogasawara is a Director of the Company and Group companies and possesses abundant experience and broad
knowledge in the Group’s business areas. The Company judges that he can utilize his knowledge in strengthening theCompany’s business management structure and for this reason the Company requests that he be re-elected as a Director.

-9-Candidate
No.

Name
Date of birth*
Koki Makita

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1986

Joined FUJI Software Services Co., Ltd.

Oct. 1988

Joined the Company

Jan. 2013

Senior Executive Manager, Business Systems Division

Apr. 2016

Director of ISB Vietnam Company Limited

Jan. 2019

Executive Officer, and Executive Manager, Information
Technology Business Unit of the Company
Director of Computer House Corporation

July 2019

Executive Officer, Executive Manager, Information
Technology Business Unit, and Executive Manager, Public
and Financial Solutions Business Unit of the Company

Jan. 2020

Executive Officer, and Executive Manager, Business
Solutions Business Unit

Jan. 2021

Executive Officer, Associate Executive General Manager,
Sales Headquarters (current position), and Executive
Manager, Solutions Marketing and Sales Division

November 16, 1966
6

Number of theCompany’s
shares owned–

Reasons for nomination as candidate for Director
Koki Makita is an Executive Officer of the Company and Group companies and possesses abundant experience andbroad knowledge in the Group’s business areas. The Company judges that he can utilize his knowledge in strengthening
the Company’s business management structure and for this reason the Company requests that he be elected as a
Director.
Notes:

1.

New candidates for Director are indicated by an asterisk (*).

2.

Kazufumi Wakao serves as Representative Director and President of Wakao Shoji Ltd., which owns 2,001,400 shares of the Company(ownership ratio of 17.61%). There is no special interest between the other candidates and the Company.

3.

The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in Article
430-3, paragraph (1) of the Companies Act. This insurance policy will cover losses incurred in cases when an insured bears the
responsibility of performing the duties as an officer, or from claims related to the pursuit of that responsibility. The Company pays theentire amount of the insurance premiums. All Director candidates are insured under this liability insurance policy. If their election isapproved and adopted, each of them will be insured under this policy. In addition, when the policy is renewed, the Company plans torenew the policy with the same terms.

- 10 -

Proposal No. 4

Election of Five Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, in order to raise the effectiveness of objective management supervision byincreasing the number of outside Directors, the Company proposes to increase the number of Directors by two and toelect five Directors who are Audit and Supervisory Committee Members.
The Board of Directors decided upon the candidates for Director who is an Audit and Supervisory Committee Member
after receiving a report from the Nomination and Compensation Advisory Committee. The consent of the Audit andSupervisory Committee has also been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name
Date of birth

Shinichi Kyuse
October 6, 1959
1

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1978

Joined the Company

Apr. 1995

General Manager, Shonan System Center

Apr. 1997

General Manager, Shizuoka System Center

Jan. 1999

Associate Executive Manager, Communication Systems
Business Unit

Jan. 2001

Executive Manager of Business Unit, Field Solutions
Business Unit

Jan. 2002

Executive Officer, and Executive Manager, Field
Solutions Business Unit

Jan. 2004

Executive Officer, and Executive Manager, System
Solutions Business Unit

Jan. 2005

Senior Executive Manager, Customer Service Division

Jan. 2009

Senior Executive Manager, Internal Control Division

Jan. 2011

Senior Executive Manager, Administrative Management
Division

Apr. 2012Manager, Accounting and Finance Division

Jan. 2016

Senior Executive Manager, Audit and Inspection Division

Apr. 2016

Auditor of SMC Corporation (current position)
Auditor of Knox Data Corporation (current position)
Auditor of Infix Corporation (currently, SSS Corporation)

Mar. 2020

Director (Full-time Audit and Supervisory Committee
Member) of the Company (current position)

Mar. 2022

Auditor of SSS Corporation (planned to assume theposition in March 2022)
Auditor of ART Japan Co., Ltd. (planned to assume theposition in March 2022)

Number of theCompany’s
shares owned

1,200

Reasons for nomination as candidate for Director
Shinichi Kyuse possesses abundant experience and broad knowledge he acquired as a Senior Executive Manager of the
Audit and Inspection Division of the Company, as a Director who is a full-time Audit and Supervisory Committee
Member, and as an auditor of the Group’s companies. It is our judgment that he can strengthen the Company’s audit
system and request that he be re-elected as a Director who is an Audit and Supervisory Committee Member.

- 11 -

Candidate
No.

Name
Date of birth

Yoshiki Watanabe

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Oct. 1989

Joined Chuo Shinko Audit Corporation (subsequently
Misuzu Audit Corporation)

Feb. 1993

Registered as a certified public accountant

Jan. 1997

Established Watanabe Yoshiki CPA office (currently,
Watanabe Tax Corporation) and served as its Chief

Feb. 1997

Registered as a tax accountant

Apr. 1999

Established YUSEI Audit & Co. and served as its
Representative Partner

Dec. 2000

Established Capital Strategy Consulting Co., Ltd. andserves as its Representative Director (current position)

June 2004

Established Watanabe Tax Corporation and serves as its
Representative Partner (current position)

July 2013

Director of The Japanese Institute of Certified Public
Accountants

July 2016

Executive Director of The Japanese Institute of Certified
Public Accountants (current position)

Mar. 2018

Outside Director (Audit and Supervisory Committee
Member) of the Company (current position)

January 25, 1963
2

Number of theCompany’s
shares owned

Significant concurrent positions outside the Company
Representative Director of Capital Strategy Consulting Co., Ltd.
Representative Partner of Watanabe Tax Corporation

Reasons for nomination as candidate for outside Director and summary of expected roles
Yoshiki Watanabe possesses abundant experience acquired as a director of other companies and broad knowledge ofaccounting audit operations acquired as a certified public accountant. It is our judgment that he can strengthen the
Company’s audit system and request he be re-elected as an outside Director who is an Audit and Supervisory
Committee Member.

- 12 -–

Candidate
No.

Name
Date of birth

Kiyotaka Asai
June 21, 1953
3

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1977

Joined Computer Services Corporation (subsequently
SCSK Corporation)

Apr. 1988

General Manager, Information and Communication
System Business Department

June 1994

Director of CSK Corporation (subsequently SCSKCorporation)

July 2001

Established VeriServe Corporation and served as its
Representative Director and President

Oct. 2005

Established IT Verification Industry Association andserved as its Chairman

Apr. 2010

Chairman of Veriserve Shanghai Corporation

Nov. 2011

Director of GIOT Corporation (currently, VeriServe
Okinawa Test Center Corporation)

June 2013

Director and Chairman of VeriServe Corporation

July 2014

Established VLAB Corporation and serves as its
Representative Director and President (current position)

Sept. 2014

Director of Safety Angle Incorporated (current position)

June 2016

Chairman Emeritus of IT Verification Industry
Association

Mar. 2020

Outside Director (Audit and Supervisory Committee
Member) of the Company (current position)

Number of theCompany’s
shares owned

Significant concurrent positions outside the Company
Representative Director and President of VLAB Corporation
Director of Safety Angle Incorporated

Reasons for nomination as candidate for outside Director and summary of expected roles
Kiyotaka Asai has been involved in management for many years as a director of other companies and possesses
abundant experience and broad knowledge of the IT field. Therefore, we expect that he can monitor overallmanagement and provide useful advice and request he be re-elected as an outside Director who is an Audit andSupervisory Committee Member.

- 13 -–

Candidate
No.

Name
Date of birth*
Aki Shimizu

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Oct. 2006

Assistant Judge of Saitama District Court

Apr. 2009

Public Prosecutor of Litigation Division, Sapporo Legal
Affairs Bureau

Apr. 2011

Assistant Judge of Yokohama Family Court

Apr. 2012

Assistant Judge of Yokohama District Court

Apr. 2015

Assistant Judge of Matsudo Branch, Chiba District andFamily Court

Oct. 2016

Judge of Matsudo Branch, Chiba District and Family
Court

Jan. 2018

Registered as an attorney
Joined SEIWA MEITETSU LAW OFFICE (currently,
MEITETSU LAW OFFICES) (current position)

Mar. 2022

Outside Director (Audit and Supervisory Committee
Member) of EBARA JITSUGYO CO., LTD. (planned toassume the position in March 2022)

June 18, 1977
4

Number of theCompany’s
shares owned–

Significant concurrent positions outside the Company
Outside Director (Audit and Supervisory Committee Member) of EBARAJITSUGYO CO., LTD. (planned to assume the position in March 2022)

Reasons for nomination as candidate for outside Director and summary of expected roles
Aki Shimizu has never been involved in the management of a company in the past. However, the Company expects
that she will make efforts to strengthen the supervisory function of the Company’s overall management mainly fromthe viewpoint of legal affairs by utilizing her abundant experience and discernment as a legal expert cultivated as a
judge and attorney, and requests that she be elected as an outside Director who is an Audit and Supervisory Committee
Member.

- 14 -

Candidate
No.

Name
Date of birth*
Kayo Sato

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Oct. 2004

Registered as an attorney

May 2014

Established LAW OFFICE TAITO and serves as its
Representative Attorney (current position)

Apr. 2015

Member of Infectious Diseases Committee andTuberculosis Committee, Council for Infectious Diseases
Examination of Taito-ku, Tokyo (current position)

Apr. 2018

Expert of Tokyo Support Center for helping to solve
problems in schools

Apr. 2019

Member of Certified Committee for Regenerative
Medicine for class III (current position)

Oct. 2019

Part-time Lecturer of Japan College of Social Work
(Graduate School) (current position)

June 2020

Outside Auditor of Advanced Media, Inc. (current
position)

Dec. 2021

Outside Audit and Supervisory Board Member of Noevir
Holdings Co., Ltd. (current position)

July 22, 1979
5

Number of theCompany’s
shares owned

100

Significant concurrent positions outside the Company
Representative Attorney of LAW OFFICE TAITO
Outside Auditor of Advanced Media, Inc.
Outside Audit and Supervisory Board Member of Noevir Holdings Co., Ltd.

Reasons for nomination as candidate for outside Director and summary of expected roles
Kayo Sato has not been involved in the management of a company in the past except as an outside officer. However,
the Company expects that she will make efforts to strengthen the supervisory function of the Company’s overallmanagement because of her abundant experience and discernment as an attorney and her experience as an outside
auditor of a listed company, and requests that she be elected as an outside Director who is an Audit and Supervisory
Committee Member.

- 15 -

Notes:1.

New candidates for Director who is an Audit and Supervisory Committee Member are indicated by an asterisk (*).

2.

There is no special interest between any of the candidates and the Company.

3.

Yoshiki Watanabe, Kiyotaka Asai, Aki Shimizu and Kayo Sato are candidates for outside Director.

4.

Yoshiki Watanabe and Kiyotaka Asai are current outside Directors who are Audit and Supervisory Committee Members, and their termsof office will be four years for Yoshiki Watanabe and two years for Kiyotaka Asai.

5.

With Shinichi Kyuse, Yoshiki Watanabe and Kiyotaka Asai, the Company has concluded an agreement that limits liability for damages
stipulated in Article 423, paragraph (1) of the Companies Act in line with Article 427, paragraph (1) of the same Act. The limit on
liability for damages based on the agreement is the minimum amount stipulated by laws and regulations. If the three candidates areelected, the Company will maintain the agreements with them. If Aki Shimizu and Kayo Sato are elected, the Company will conclude asimilar agreement with them.

6.

The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in Article
430-3, paragraph (1) of the Companies Act. This insurance policy will cover losses incurred in cases when an insured bears the
responsibility of performing the duties as an officer, or from claims related to the pursuit of that responsibility. The Company pays theentire amount of the insurance premiums. If their election is approved and adopted, each of them will be insured under this policy. In
addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

7.

The Company has notified the Tokyo Stock Exchange that Yoshiki Watanabe and Kiyotaka Asai are independent Directors, and if they
are re-elected, the notification that they are independent Directors will be resubmitted. If Aki Shimizu and Kayo Sato are elected,
notification that they are independent Directors will be submitted.

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Reference - Skills Matrix for Director Candidates
In order to ensure an effective corporate governance system for sustainable growth and enhancement of corporate value
over the medium and long term, the Company ensures that the Board of Directors consists of directors with abundant
management experience, high level of discernment, and a wide range of high-level expertise and capabilities, while
taking into consideration diversity aspects such as gender and internationality.
In addition, in order to strengthen the supervisory function of the Board of Directors, the Company has decided toappoint 1/3 or more of the Directors as independent officers who meet the requirements of independent officers asestablished by the Company going forward.
The skills matrix of the Director candidates is as follows.

No

Director

Position

Representative Director

Corporate

Corporate

Industry

International

Finance andmanagement

governanceknowledge

experienceaccounting

●

●

●

●

●

●

●

●

●

1

Itsuo Wakao

2

Kazufumi Wakao

3

Yoichi Takeda

Director●

4

Yoshifumi Sekimoto

Director●

5

Yoshiichi Ogasawara

Director

●

●

●

6

Koki Makita

Director (new candidate)

●

●

●

and Chairman
Representative Director
and President

●

●

●

●

Legal andintellectual
property

Full-time Audit and7

Shinichi Kyuse

Supervisory Committee●

Member●●Director
Audit and Supervisory8

Yoshiki Watanabe

Committee Member
Director
Audit and Supervisory

9

Kiyotaka Asai

Committee Member
Director
Audit and Supervisory

10 Aki Shimizu

Committee Member
Director (new candidate)
Audit and Supervisory

11 Kayo Sato

Committee Member
Director (new candidate)Outside,Independent

Outside,Independent

●

●

●

●

Outside,Independent

Outside,Independent- 17 -

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●

●

●

●

●

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