Securities Code: 3673
March 3, 2020

To Our Shareholders
4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo

Broadleaf Co., Ltd.
Kenji Oyama, President and Representative Director

NOTICE OF THE 11TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 11th Annual General Meeting of Shareholders (the “Meeting”)
of Broadleaf Co., Ltd. (the “Company”). The Meeting will be held for the purposes as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing (by mail) or byelectromagnetic means (Internet, etc.). Please review the accompanying Reference Documents for the
General Meeting of Shareholders before exercising your voting rights.

1.
2.

Date and Time:
Place

Tuesday, March 24, 2020 at 10:00 a.m. (Japan time)
Green Wind, TKP Garden City Shinagawa
3-13-3 Takanawa, Minato-ku, Tokyo(First floor of Shinagawa Goos)

3.

Meeting Agenda:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the
11th Fiscal Year (from January 1, 2019 to December 31, 2019) and Audit
Results of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors
2. The Non-Consolidated Financial Statements for the 11th Fiscal Year(from January 1, 2019 to December 31, 2019)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial changes to the Articles of Incorporation
Proposal No. 3:
Revision of the upper limit of compensation for directors
Proposal No. 4:
Election of Six (6) Directors
Proposal No. 5:
Election of Three (3) Corporate Auditors
Proposal No. 6:
Election of Two (2) Substitute Corporate Auditors

－

1

－

4. Guide to Exercising Voting Rights(1) If you exercise your voting rights in writing (by mail)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by 5:30 p.m. on Monday, March 23, 2020 (Japan time).
(2) If you exercise your voting rights by electronic means (Internet, etc.)
Please visit the Company’s designated voting website (https://soukai.mizuho-tb.co.jp/) by 5:30
p.m. on Monday, March 23, 2020 (Japan time), in accordance with the instructions on the screen.
In addition, the electronic platform for exercising voting rights operated by Investor
Communications Japan Inc. (ICJ, Inc.) is available to institutional investors.
(3) If you exercise your voting rights more than once:
If you exercise your voting rights both in writing (by mail) and online, regardless of the date your
Voting Rights Exercise Form is received, only the voting rights you exercise online will be counted.
If you exercise your voting rights more than once online, only the voting rights you exercise last
will be counted.

◎ If you plan to attend in person, please present the enclosed Voting Rights Exercise Form at thereception desk upon your arrival.
For the purpose of saving resources, we will refrain from distributing related materials. So pleasebe sure to bring this notice with you.
◎ Notes to consolidated financial statements and no-consolidated financial statements are not included
in a notice of convocation because they are supposed to be provided respectively on the Company’s
website pursuant to laws and regulations and provisions in Article 14 of the Articles ofIncorporation. The notes to consolidated financial statements and non-consolidated financial
statements, which have been provided respectively on the Company’s website(https://www.broadleaf.co.jp/ir/stock/meeting/)or(https://www.broadleaf.co.jp/english/ir/stock/meeting/), are documents audited by the Accounting
Auditor and the Corporate Auditor, and the audit report is provided on subsequent pages (page 53
to 56 in Japanese version of the Meeting’s booklet) in this notice of convocation.
◎ Any changes in the Business Report, consolidated financial statements, non-consolidated financial
statements, or Reference Documents for the General Meeting of Shareholders will be reported ontheCompany's
website(https://www.broadleaf.co.jp/ir/stock/meeting/)or(https://www.broadleaf.co.jp/english/ir/stock/meeting/).
◎ Reception will begin at 9:00 a.m. (Japan time) We also encourage you to drop by a booth that will
be set up to familiarize shareholders with our businesses. The booth will be open from the start ofsign-in procedures at the reception until the General Meeting of Shareholders begins.
◎ No gifts will be provided to shareholders who attend the Meeting. We ask for your kindunderstanding.

－

2

－

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
We position the return of profit to our shareholders as an important management issue. Our basic policy
is to continue to pay stable dividends, while securing the retained earnings necessary to expand our
future business and strengthen our management structure.
For the fiscal year under review, the Company will pay a year-end dividend of 6.50 yen for one shareof its common stock (which increases its annual dividend to 13 yen per share, including the interim
dividend that has been already paid).
1. Type of dividend property
Cash
2. Matters concerning the allocation and total amount of dividend property
6.50 yen per share of common stock of the Company, or 592,434,291 yen in total
3. Date on which dividends from surplus shall be effective
March 25, 2020
[Reference]
7th Fiscal Year
(FY2015)

8th Fiscal Year
(FY2016)

9th Fiscal Year
(FY2017)

10th Fiscal Year
(FY2018)

11th Fiscal Year
(Forecast) (FY2019)

Annualdividend per
share(Note)

6.25 yen

10.625 yen

11 yen12 yen13 yenDividend
payout ratio

―

53.8％

50.4％

39.5％

36.7%

(Notes) 1. The abovementioned amounts of the annual dividend show figures that reflect 2-for-1 commons stock splits
conducted by the Company, which became effective on December 17, 2016 and April 1, 2018, respectively.
2. The Company prepares the consolidated financial statements in accordance with IFRS from the previous
consolidated fiscal year (9th afiscal year) and calculates the dividend payout ratio in conformity with IFRS.
For your reference, the Company also states the dividend payout ratio in the 8th fiscal year based on IFRS.

－

3

－

Proposal No. 2: Partial changes to the Articles of Incorporation
1. Reason for proposal
With an eye on the improvement of corporate value over the medium- to long-terms, the Company
desires to raise the effectiveness of Board of Directors’ supervision over the implementation of
independent and objective management. From this perspective, it will review the number of directors
wherever appropriate to ensure that directors who have a broad range of knowledge, experience andcapabilities are recruited.
2. Details of changes
Details of the changes are as follows.
(The changes are underlined.)

Current Articles of Incorporation
Chapter 4

Proposed changes
Chapter 4

Directors and Board of Directors

Directors and Board of Directors

Article 17 (Number of Directors)
The maximum number of the Company’s

Article 17 (Number of Directors)
The maximum number of the Company’s

directors shall be SEVEN.

directors shall be TEN.

－

4

－

Proposal No. 3: Revision of the upper limit of compensation for directors
Compensation for the Company’s directors consists of basic compensation, namely, fixed remuneration,and variable remuneration which includes executive bonuses and stock compensation. As approved atthe 4th Ordinary General Meeting of Shareholders held on March 29, 2013, the upper limit ofcompensation for directors in terms of the total amount of basic remuneration and executive bonuses has
been 300 million yen or lower per year (excluding the portion of employee’s salary for directors who
concurrently serve as employees). If the second proposal is approved in its originally form, themaximum number of directors will increase from seven at present time to ten. In addition, if the fourth
proposal on the election of six directors is approved as originally drafted, the number of incumbent
directors will actually increase from five at present time (including three external directors) to six(including four external directors). Taking these into consideration, and to ensure that directors who
have a broad range of knowledge, experience and capabilities are selected, going forward, by offering
appropriate compensation, the Company, per this proposal, wishes to request a rise in compensation for
directors to 400 million yen or lower per year (including 100 million yen or lower per year for external
directors and excluding, as before, the portion of employee’s salary for directors who concurrently serve
as employees)
With respect to stock compensation, the Company has been offering separate compensation plans, aboard benefit trust performance-linked stock option plan (73 million yen or lower per year) and a stockcompensation plan with transfer restriction (56 million yen or lower per year), to ensure that directors(excluding external directors) and executive officers share merits and risks associated with stock pricefluctuations, and raise their desire to contribute to a rise in stock prices and enhancement in corporate
value.

－

5－

Proposal No. 4: Election of Six (6) Directors
The term of office of all of the incumbent directors (five directors) will expire with the closing of this
General Meeting of Shareholders. The Company therefore wishes to request the election of six new
directors, reflecting a rise in the number of external directors by one.

The candidates for directors are as follows:

Candidate
No.

Name

Current positions andresponsibilities in the
Company

Attendanceat meetingsof the Boardof Directors

Properties

1

K e n j i

O y a m a

President andRepresentative Director

14/14 (100%)

Reappointment2

K e n i c h i Ya m a n a k a

Executive Vice President
and Director

14/14 (100%)

Reappointment

3

4

5

6

Morio

KizawaHiroshi

Ta k a d a

KumikoR i s aIgushiT a n a k aExternal Director

14/14 (100%)

Reappointment
Independent
Newly
appointed

￣

￣

￣

￣

￣

－

￣

6

－

External

External

Independent
Newly
appointed

External

Independent

FemaleNewly
appointed

External

Independent

FemaleCandidate
No.

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies

Name(Date of birth)

April 1987
April 1989
December 1996
July 2000

Kenji Oyama(September 10, 1968)
Attendance at meetings ofthe Board of Directors
14/14 (100%)

July 2002

October 2005
January 2006

1
June 2006
January 2015

Number of theCompany's
shares held

Joined Being Co., Ltd.
Director of Being Co., Ltd.
President CEO of Being Investments Corp.
Executive Vice President and Director ofBeing Co., Ltd.
Executive Officer, General Manager ofMarketing Department and Sales Department
of Being Co., Ltd.
934,906 shares
Consultant of ITX Corporation
Executive Vice President and Director of theCompany
President and Representative Director of theCompany (present)
Advanced Academic Agency’s
Visiting Professor of The Graduate School of
Project Design (present)

Mr. Kenji Oyama has a great deal of experience and achievements as well as
strong leadership with respect to corporate management. The Company has
Reasons for nomination as nominated him again as a candidate for Director, based on the judgment that he iscandidate for Director
the right person in terms of determining the execution of important duties andsupervising the execution of responsibilities by Directors and Executive Officers.
April 1992
January 1996
April 2000
May 2005
November 2005
K e n i c h i Ya m a n a k a
October 2010
(October 10, 1968)
Attendance at meetings ofthe Board of Directors
14/14 (100%)January 20112
March 2012

January 2014

Joined Mitsubishi Electric Engineering Co.,
Ltd.
Joined Being Co., Ltd.
Executive Officer of Being Co., Ltd.
Assistant Manager of Business Promotion
Office of Being Co., Ltd.
Executive Officer of JIMOS Co., Ltd.
Executive Officer and General Manager of
Administration Division of the Company
Executive Officer, General Manager of
Administrative Headquarter and General
Manager of Corporate Management Group of
the Company
Director, Executive Officer and General
Manager of Administration Division of theCompany
Executive Vice President and Director of theCompany (present)

24,223 shares

Mr. Kenichi Yamanaka has been supervising the administrative and business
management sectors since he assumed the position of Executive Officer at theReasons for nomination as
Company. In light of his career, the Company considers that he is the right person
candidate for Director
in terms of facilitating smooth organizational management on a Group-widebasis, and has therefore nominated him again as a candidate for Director.

－

7

－

Candidate
No.

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies

Name(Date of birth)

Number of theCompany's
shares held

April 1970

3

Joined Nippon Univac Ltd.
(now Nihon Unisys, Ltd.)March 1985
Joined Citizen Watch Co., Ltd.
M o r i o K i z a w a September 1985 President and Managing Director of Citizen(April 8, 1944)
Europe Ltd.
February 1992
President and Representative Director of
Attendance at meetings ofthe Board of Directors
Mentor Graphics Japan Co. Ltd.
12,000 shares
14/14 (100％)
February 1999
President and Representative Director of
Candidate for External
Conexant Systems Japan Co., Ltd.
Director(now Conexant Systems Co., Ltd.)
Independent
February 2006
President and Representative Director of
Autodesk, Inc.
March 2012
Advisor of Autodesk, Inc.
External Director of the Company (present)
Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. andother companies and played an active role as the manager of an IT company anda global company that engage in software development and sales, etc. He has
Reasons for nomination as specialist knowledge and extensive experience in the industries related to theCompany’s business.
candidate for External
The Company nominated Mr. Morio Kizawa again as a candidate for External
Director
Director because, by leveraging his knowledge and experience, it can expect toobtain advice from various perspectives on the general management of theCompany.

Matters relating to
independence

The Company considers Mr. Morio Kizawa to be a candidate for independent
director because, given his objective and neutral standpoint that is independent
from the Company, he is unlikely to have conflicts of interest with generalshareholders, and satisfies the requirements for independent officers as specified
by the Tokyo Stock Exchange.

－

8

－

Candidate
No.

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies

Name(Date of birth)

April 1969
January 1995
June 2001
June 2003
June 2005
June 2009

H i r o s h i Ta k a d a

October 2009

(December 22, 1946)
Newly appointed
Candidate for External
Director

December 2009

Independent

July 2012
May 2013

4
July 2019

Joined Toyota Motor Sales Co., Ltd.
(now Toyota Motor Corporation)
General Manager of Advertising Division of
Toyota Motor Corporation
Director of Toyota Motor Corporation
Managing Officer of Toyota Motor Corporation
Senior Managing Director of Toyota Motor
Corporation
Chairman and Representative Director of Toyota
Administa, Inc.
(now Toyota Mobility Tokyo. Inc.)
Chairman of Toyota Nagoya Education Center,
Inc.
President and Representative Director of Toyota
Marketing Japan Corporation(now Toyota Motor Corporation)
President and Representative Director of Toyota
Motor Sales & Marketing Corp.
(now Toyota Motor Corporation)
Head Director of Organization for Small &Medium Enterprises and Regional Innovation
Representative Director of All Japan Radio &Television Commercial Confederation(now All Japan Confederation of Creativity)(present)
Representative Director of Japan General
Incorporate Association of Professionals for
Medium and Small Sized Business Management
Ltd. (JPBM) (present)

Number oftheCompany's
shares held

0 shares(Important concurrent positions)Representative Director of All Japan Confederation of Creativity
Representative Director of JPBM
Mr. Hiroshi Takada engaged in the management of advertising, sales, marketingand other operations at Toyota Motor Corporation and served as an officer of thecompany and a representative director at its group’s sales and marketing affiliates.
In addition, he plays an active role as the head of an organization that undertakes
Reasons for nomination support for the management of medium- and small-sized companies. He has
as candidate for External specialist knowledge and extensive experience for the promotion of a range ofbusinesses.
Director
The Company nominated Mr. Takada as a candidate for External Director because
by leveraging his knowledge and experience, it can expect to obtain advice fromvarious perspectives on sales, marketing-related matters and new businessstrategies of the Company.
The Company considers Mr. Hiroshi Takada to be a candidate for independent
director because, given his objective and neutral standpoint that is independent
from the Company, he is unlikely to have conflicts of interest with general
Matters relating toshareholders, and satisfies the requirements for independent officers as specified
by the Tokyo Stock Exchange.
independence
The Company engages in transactions with Toyota Motor Corporation and its
affiliated companies referred to in the above brief history, which however accountfor less than one percent of the Company’s overall transactions.

－

9

－

Candidate
No.

Name
(Date of birth)

Brief personal history, positions and responsibilities
in the Company and important concurrent positionsin other companies

Number of theCompany's
shares held

October 2000

5

Manager of Telecom and Media Division of Deloitte
Tohmatsu Consulting Co., Ltd.
(now Deloitte Tohmatsu Consulting LLC)
January 2003
Manager of Strategic Planning Department of
Hewlett-Packard Japan, Ltd.
September 2003 Manager of Liaison Department of Strategic Planning
Office and concurrently a chief lobbyist of HewlettPackard Japan, Ltd.
June 2006
Manager of Business Planning Department andManager of New Business Development Department
at Aon Holdings Japan, Ltd.
Manager of Sales Market Development Department
Kumiko Igushi
at Aon Risk Management Japan, Ltd.
(September 3, 1968)(now Aon Japan Ltd.)HR Consulting Director at Aon Consulting Japan,
Newly appointed
Ltd. (now Aon Hewitt Japan, Ltd.)
Candidate forJune 2009
Acquired the master of public administration degree
External Director(MPA) at Graduate School of Public Administration,
Independent
Harvard University
September 2011 Manager - Strategy and Market Development -,FemaleGlobal Business Service at IBM Japan, Ltd.
July 2012
Associate Partner, Consulting Department, Global
Business Service at IBM Japan, Ltd.
September 2014 Established, and President and Representative
Director (CEO&COO) of K.K. Kasumigaseki Sogo
Kenkyusho
November 2015 External Director of USEN Corporation
April 2016
External Director of Amagasa Co., Ltd.
July 2017
External Director of USEN-NEXT HOLDINGS Co.,
Ltd. (present)
July 2018
External Director of Visionary Holdings Co., Ltd(present)

0 shares

Ms. Kumiko Igushi engaged in business planning, overseas market development andother operations at Hewlett-Packard Japan, Ltd. after developing her management
consulting career. In addition, she acquired the master of public administration degree
Reasons for(MPA) at Graduate School of Public Administration, Harvard University. She has
nomination asextensive knowledge and experience that can be utilized for a variety of areas
candidate for External including corporate management.
The Company nominated Ms. Igushi as a candidate for External Director because by
Director
leveraging her knowledge and experience, it can expect to obtain advice on overallmanagerial matters such as new business strategies, operational reforms, and thereform of organizational and personnel schemes
The Company considers Ms. Kumiko Igushi to be a candidate for independent
director because, given her objective and neutral standpoint that is independent from
Matters relating to
the Company, she is unlikely to have conflicts of interest with general shareholders,
independence
and satisfies the requirements for independent officers as specified by the Tokyo
Stock Exchange.

－

10

－

Candidate
No.

Brief personal history, positions and responsibilities
in the Company and important concurrent positions inother companies

Name(Date of birth)

April 1993
February 2001
August 2010
April 2012
April 2014
T a n a k a June 2014
April 2016
(November 14, 1966)

Risa

Newly appointed
Candidate for External
Director

July 2018

Independent
FemaleJanuary 2019
February 20196

Joined Sendenkaigi Co., Ltd.
Director and Editor-in-Chief of Sendenkaigi Co., Ltd.
Director of Japan Association for Rail Advertising(present)
Professor at The Graduate School of Project Designof Advanced Academy Agency
Executive Vice President and Managing Editor of
Sendenkaigi Co., Ltd.
External Director of Japan Post Co., Ltd. (present)
President of The Graduate School of Project Designof Advanced Academy Agency (present)
Director of Media and Information of Sendenkaigi
Co., Ltd. (present)
Member of the 32nd Local System Research Council(Ministry of Internal Affairs and Communications)(present)
Member of the Central Environment Council(Ministry of the Environment) (present)
Member of the Social Capital Development Council
and the Transport Policy Council (MLIT) (present)
Member of the Fiscal System Council (Ministry of
Finance) (present)

Number oftheCompany's
shares held

0 shares(Important concurrent positions)
President of The Graduate School of Project Design of Advanced
Academy Agency

Reasons fornomination as
candidate forExternal Director

Matters relating to
independence

Ms. Risa Tanaka is experienced in corporate advertising and marketing. She has been
executive editor for industry magazines and newspapers. As president of The
Graduate School of Project Design, she has experience in the management of diverse
human resources and business-academia collaboration. She has been involved inpolicy recommendations for years. She has expertise and experience in a wide rangeof fields, such as brand communication, including publicity and risk management,
and corporate management, among other fields.
The Company expects that she will be able to give practical and academic advice
about overall management and nominates her as an External Director.
She is an External Director at Japan Post Co., Ltd., which has received administrative
punishment for illegal sales practices on December 27, 2019 from the Minister ofInternal Affairs and Communications and the Financial Services Agency. As an
External Director, she regularly gives advice about compliance. After the illegal
practices were revealed, she requested that the Board of Directors of Japan Post takesteps to prevent a recurrence and has been performing her duties appropriately.
Given her objective and neutral standpoint that is independent from the Company,
Ms. Risa Tanaka is unlikely to have conflicts of interest with general shareholders
and satisfies the requirements for independent officers as specified by the Tokyo
Stock Exchange. The Company thus considers her as a candidate for independent
corporate auditor.

－

11

－

Notes 1. There are no special interests between any candidate for director and the Company.
2. The candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Kumiko Igushi and Ms. Risa Tanaka are nominatedas External Directors.
3. The candidate Morio Kizawa is currently serving as External Director of the Company, and his tenure as External
Director will be Eight (8) years at the close of this Annual Shareholders’ Meeting.
4. The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Morio Kizawa as an Independent Officer. If
the reappointment of Mr. Morio Kizawa is approved, the Company plans to make him an Independent Officer
continuously.
If the appointment of the External Director candidates Mr. Hiroshi Takada, Ms. Kumiko Igushi and Ms. Risa
Tanaka are approved, the Company will notify the TSE as Independent Officers.
5. The Company has entered into a liability limitation agreement with Mr. Morio Kizawa pursuant to Article 427,
Paragraph 1 of the Companies Act, limiting their liability for damages as provided for under Article 423,
Paragraph 1 of the Companies Act. If the reappointment of Mr. Morio Kizawa, an External Director candidate, isapproved, the Company will extend the term of the agreement.
If the appointment of Mr. Hiroshi Takada, Ms. Kumiko Igushi and Ms. Risa Tanaka, candidates for External
Directors, is approved, the Company will enter into a liability limitation agreement with each of them pursuant to
Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages as provided for under Article
423, Paragraph 1 of the Companies Act.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations,and such limitation of liability is approved only if the applicable External Director has executed his or her duties
in good faith without committing gross negligence.

－

12

－

Proposal No. 5: Election of Three (3) Corporate Auditors
The term of office of all the three (3) Corporate Auditors will expire at the close of the General
Meeting of Shareholders, and the Company wishes to elect three (3) Corporate Auditors.
The Board of Corporate Auditors has approved this proposal in advance.
The candidates for Corporate Auditors are as follows.

Candidate
No.

1

2

3

Name

Kenji

Hirasawa

Tsuyoshi Nishimoto

HidetoOzaki

Current positions andresponsibilities in the
Company

Attendanceat Board ofAuditors
meetings￣￣

External Corporate Auditor￣－

12/12(100%)

￣

13

－

Properties

Newly
appointed
Reappoint-ment

External

Independent
Newly
appointed
Independent

External

Candidate
No.

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies

Name(Date of birth)

April 1975
April 1998

April 1999
Kenji Hirasawa
April 2005
(February 6, 1952)
Newly appointed

1

June 2010
June 2012
April 2015
March 2016

Joined Daido Mutual Life Insurance Company(now Daido Life Insurance Company)
General Manager of Nonlife Insurance Business
Development Department of Daido Life
Insurance Company
General Manager of Real Estate Department of
Daido Life Insurance Company
General Manager of Business Audit Departmentof Daido Life Insurance Company
Director of T&D Confirm, Ltd.
Corporate Auditor of T&D Information Systems,
Ltd.
General Manager of Internal Audit Office of theCompany
Substitute Corporate Auditors of the Company(present)

Number of theCompany's
shares held

0 shares

Mr. Kenji Hirasawa was General Manager of the Business Audit Department at
Daido Life Insurance Company and Corporate Auditor of T&D Information
Systems, Ltd. He has expertise in audits and extensive experience. As Manager of
Reasons for nomination as the Internal Audit Office at the Company, he carried out audits regarding theadequacy of the management of each division and is thus well versed in thecandidate for External
operations of the Company.
Director
The Company believes that Mr. Hirasawa will be able to fulfill his duties adequately
as a Corporate Auditor of the Company, using his knowledge and experience, andhas nominated him as a Corporate Auditor.

－

14

－

Candidate
No.

Name
(Date of birth)

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies

Passed the bar examination
Registered as an attorney-at-law
Joined Nishimura & Partners (now Nishimura &Asahi)
Ts u y o s h i N i s h i m o t o(November 21, 1973) December 2002 Joined Hibiya Park Law Offices
Graduated from the Law School of Columbia
May 2006
Attendance at meetings ofUniversity, U.S.A.
the Board of Directors
14/14 (100%)
September 2006 Joined Hughes Hubbard & Reed LLP
Attendance at meetings ofRegistered as a New York State attorney-at-law
February 2007
the Board of Corporate
Partner of Hibiya Park Law Offices (present)
January
2010
Auditors
12/12 (100%)External Corporate Auditor of Enigmo Inc.
January 2011
Candidate for External(present)
Corporate Auditor
Treasurer of Japan Football Association (present)
March 2018
Independent
External Corporate Auditor of the Company(present)

Number of theCompany's
shares held

October 1998
October 2000

2

0 shares(Important concurrent positions)
Partner of Hibiya Park Law Offices
Mr. Tsuyoshi Nishimoto has dealt with lawsuits related to the Companies Act andother lawsuits related to corporate management, including group restructuring, froma position close to management. As an expert on corporate legal affairs, he has
Reasons for nomination as expertise and extensive experience.
Although Mr. Nishimoto has never been involved in corporate management, thecandidate for External
Company judges that he will be able to help ensure adequate business execution,
Corporate Auditor
particularly enhancement of the audits by Corporate Auditors, because of the reasons
outlined above and considers him an adequate External Corporate Auditor. The
Company has thus nominated him as an External Corporate Auditor.

Matters relating to
independence

Given his objective and neutral standpoint that is independent from the Company,
Mr. Tsuyoshi Nishimoto is unlikely to have conflicts of interest with generalshareholders. The Company does not have any dealings with the abovementioned
law firms and corporations, and Mr. Tsuyoshi Nishimoto satisfies the requirements
for independent officers as specified by the Tokyo Stock Exchange. The Company
thus considers him to be a candidate for independent external corporate auditor.

－

15

－

Candidate
No.

Brief personal history, positions and responsibilities in
the Company and important concurrent positions inother companies

Name(Date of birth)

April 1968
January 1993
June 1996

H i d e t o

O z a k i

(December 26, 1945)

June 1999
July 2000
June 2008

Newly appointed
Candidate for External
Corporate Auditor

June 2011

Independent

June 2013
July 20143

June 2015
July 2018

Joined Toyota Jidosha Hanbai Kabushiki Kaisha.
(now Toyota Motor Corporation)
General Manager of Accounting Department of
Toyota Motor Corporation
General Manager of Finance Department of Toyota
Motor Corporation
Director of Toyota Motor Corporation
President and Representative Director of Toyota
Financial Services Corporation
Chairman and Representative Director of Aioi NonLife Insurance Co., Ltd. (now Aioi Nissay Dowa
Insurance Co., Ltd.)Special Advisor of Aioi Nissay Dowa Insurance Co.,Ltd.
External Director of Sanden Holdings Corporation(present)
Management Advisory Committee member of SVP
Global Asia LLC
External Director of Mito Securities Co., Ltd.
President of Lean Business School of Shanghai
Jiaoda Education Group (present)

Number of theCompany's
shares held

0 shares(Important concurrent positions)
President of Lean Business School of Shanghai Jiaoda Education GroupMr. Hideto Ozaki has long been involved in the management of Toyota Motor
Corporation, including accounting and finance, etc., and has served as Director at Toyota
Motor Corporation and Representative Director of a finance-related company of the
Toyota Group. Moreover, he took the post of Chairman of Aioi Non-Life Insurance Co.,
Reasons for nomination as Ltd. and has specialist knowledge and extensive experience in the areas of accounting andfinance and corporate management, beyond the automobile industry.
candidate for External
The Company nominated Mr. Hideto Ozaki as a candidate for External Corporate Auditor
Corporate Auditor
because, by leveraging his knowledge and experience, based on the judgement that he is
the right person in terms of ensuring the appropriateness of the execution of theCompany’s business, focusing on the reinforcement of the audit capabilities of the
Corporate Auditor.
The Company considers Mr. Hideto Ozaki to be a candidate for External Corporate
Auditor because, given his objective and neutral standpoint that is independent from theCompany, he is unlikely to have conflicts of interest with general shareholders, andMatters relating tosatisfies the requirements for independent officers as specified by the Tokyo Stock
Exchange.
independence
Although the Company has transactions with Toyota Motor Corporation as stated in the
aforementioned brief personal history, the value of the transactions with Toyota Motor
Corporation account for less than 1% of the total.
Notes 1. None of the Corporate Auditor Candidates have any special relationships with the Company.
2. The candidates Mr. Tsuyoshi Nishimoto and Mr. Hideto Ozaki are nominated to be External
Corporate Auditors.
3. The candidate Mr. Tsuyoshi Nishimoto is currently serving as an External Corporate Auditor of
the Company, and his tenure as External Corporate Auditor will be two (2) years at the close ofthis Annual Shareholders’ Meeting.
4. The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Tsuyoshi Nishimoto’s

－

16

－

nomination as Independent Officer. If the reappointment of Mr. Tsuyoshi Nishimoto is approved,
the Company plans to make him an Independent Officer continuously.
In addition, if the election of Mr. Hideto Ozaki, a candidate for External Corporate Auditor, isapproved, the Company will notify the TSE of Mr. Hideto Ozaki’s position as Independent
Officer.
5. The Company has entered into a liability limitation agreement with Mr. Tsuyoshi Nishimoto
pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages
as provided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment of Mr.
Tsuyoshi Nishimoto, who is a candidate for External Director, is approved, the Company will
extend the term of the agreement.
Moreover, if the elections of Mr. Kenji Hirasawa and Mr. Hideto Ozaki, the candidates for
Corporate Auditor, are approved, the Company will enter into a liability limitation agreementwith each of them pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their
liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act.
The limitation of liability for damages under these agreements is the amount specified by laws
and regulations, and such limitation of liability is approved only if the applicable Corporate
Auditor has executed his duties in good faith without committing gross negligence.

－

17

－

Proposal No. 6: Election of Two (2) Substitute Corporate Auditors
The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a
shortfall in the number of Corporate Auditors specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Kinya Ikeda isnominated to fill any vacancy for a Corporate Auditor who is not an External Corporate Auditor, andcandidate Yusuke Asakura is nominated to fill any vacancy for an External Corporate Auditor.
The Board of Corporate Auditors has approved this proposal in advance.

CandidateNo.

Brief personal history, positions and responsibilities in the
Company and important concurrent positions in othercompanies

Name(Date of birth)

April 1982
June 2010

June 2012
April 2014
K i n y a
I k e d a(May 20, 1959)
April 2015

April 20181

August 2019
January 2020

Reason for nomination as
candidate for SubstituteCorporate Auditor

Joined NEC Corporation
General Manager of Sales Coordination /Examination Planning Department of NEC
Corporation
General Manager of Sales Coordination /Examination Department of NEC Corporation
General Manager of Audit Department of NEC
Networks & System Integration Corporation
General Manager of Management Audit Departmentof NEC Networks & System integration Corporation
Senior General Manager of Safety Quality Control
Division of NEC Networks & System Integration
Corporation
Joined the Company
General Manager of Internal Audit Office of theCompany (present)

Mr. Kinya Ikeda has served as the General Manager of Audit Department
at NEC Networks & System Integration Corporation and has specialist
knowledge and extensive experience in the Auditing. He is involved in
audit operations relating to the appropriateness of each division from afair and independent standpoint as the General Manager of Internal Audit
Office of the Company.
The Company nominated Mr. Kinya Ikeda as a candidate for SubstituteCorporate Auditor because, by leveraging his knowledge and experience,
based on the judgement that he is the right person in terms of being able
to appropriately carry out his duties as a Corporate Auditor of theCompany.

－

18－

Number of theCompany's
shares held

0 sharesCandidate
No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in
the Company and important concurrent positions in othercompanies

September 2007
December 2008
Yu s u k e A s a k u r a
September 2011
(August 19, 1982)
March 2016
Candidate for Substitute
External Corporate Auditor
Independent2

December 2017
March 2018

Passed the bar examination
Registered as an attorney-at-law
Joined Bingham McCutchen Murase, Sakai Mimura
Aizawa-Foreign Law Joint EnterprisePartner of Sanba Law Firm (present)
Substitute External Corporate Auditor of theCompany
External Corporate Auditor of the Company
Substitute External Corporate Auditor of theCompany (present)

Number of theCompany's sharesheld

0 shares(Important concurrent positions)
Partner of Sanba Law Firm
Mr. Yusuke Asakura is a qualified attorney-at-law and expert in corporate law, and has
special knowledge and extensive experience.
Reason for nomination as Although Mr. Yusuke Asakura has not been involved in corporate management in thepast, the Company has continued to nominate Mr. Yusuke Asakura as a candidate forcandidate for SubstituteSubstitute
External Corporate Auditor based on the judgement that he is the right person
External Corporate Auditor
as an External Corporate Auditor in terms of ensuring the appropriateness of theexecution of the Company’s business, focusing on the reinforcement of the audit
capabilities of the Corporate Auditor for the aforementioned reason.
The Company does not have any dealings with the abovementioned law firms andconsiders Mr. Yusuke Asakura to be a candidate for Substitute External Corporate
Matters relating to
Auditor because, given his objective and neutral standpoint that is independent from theindependence
Company, he is unlikely to have conflicts of interest with general shareholders, andsatisfies the requirements for independent officers as specified by the Tokyo Stock
Exchange (TSE).
Notes 1. There are no special interests between any candidate for substitute corporate auditor andthe Company.
2. The candidate Yusuke Asakura is nominated as Substitute External Corporate Auditor.
3. Mr. Yusuke Asakura meets the requirements for independent officers specified by the
Tokyo Stock Exchange. Accordingly, if Mr. Yusuke Asakura is appointed External
Corporate Auditor, the Company will report him as an independent officer to the Tokyo
Stock Exchange.
4. If the elections of Mr. Kinya Ikeda and Mr. Yusuke Asakura, the candidates for Corporate
Auditor, are appointed, the Company will enter into a liability limitation agreement witheach of them pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their
liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act.
The limitation of liability for damages under these agreements is the amount specified bylaws and regulations, and such limitation of liability is approved only if the applicable
Corporate Auditor has executed his or her duties in good faith without committing grossnegligence.

－19－