[NOTICE: This Notice of Convocation is a translation of a part of the Japanese language original for
convenience purposes only, and in the event of any discrepancy, the Japanese language original shallprevail.](Securities Code: 3636)
December 1, 2020
To Our Shareholders
Mitsubishi Research Institute, Inc.
10-3, Nagatacho 2-Chome, Chiyoda-Ku, Tokyo
Takashi Morisaki
President and Representative Director
NOTICE OF CONVOCATION
OF THE 51ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce the 51st Annual General Meeting of Shareholders (the “Meeting”) of
Mitsubishi Research Institute, Inc. (the “Company”), which will be held as described below.
To avoid the risk of infection of the novel coronavirus (COVID-19) at this Meeting, you are asked
to refrain from attending the meeting in person and, instead, to exercise your voting rights beforehandin writing or via the Internet, if at all possible.
Please review the attached Reference Materials for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m. on Thursday, December 17, 2020, in accordance with theProcedures for the Exercise of Voting Rights via the Internet on page 3.
PARTICULARS
1. Date and Time of the Meeting: Friday, December 18, 2020 at 10:00 a.m.
2. Place of the Meeting:

3. Meeting Agenda:
Matters for Reporting:

Matters for Resolution:
First Item of Business:
Second Item of Business:
Third Item of Business:

4th floor Conference Room at the Head Office of the Company
10-3, Nagatacho 2-Chome, Chiyoda-Ku, Tokyo
The Business Report for the fiscal year ended September 30, 2020 (fromOctober 1, 2019 to September 30, 2020), Consolidated and Non-Consolidated
Financial Statements, and the Results of the Audit of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board
Appropriation of Surplus
Election of Eight (8) Directors
Election of Two (2) Audit & Supervisory Board Members-1-

4. Exercise of Voting Rights(1) If you exercise voting rights by proxy, please present a document evidencing authority of the proxy
together with the Voting Rights Exercise Form to the receptionist at the Meeting. Please note thatthe proxy must be one shareholder with voting rights as stipulated in the Articles of Incorporationof the Company.
(2) Regarding the exercise of voting rights by mail (in writing), if there is no indication of yourapproval or disapproval of each item of business, we will deem that you have approved each item.
(3) Please note that if your voting rights were exercised both by mail (in writing) and via the Internet,
the Internet vote shall take precedence.
(4) In instances where a shareholder exercises their voting rights more than once via the Internet, thevery last vote cast shall take precedence. In instances where a shareholder exercises voting rights
using both a personal computer and a mobile phone, the very last vote cast shall take precedence.
[Request to Shareholders]Shareholders attending the Meeting in person are requested to present the enclosed Voting Rights
Exercise Form to the receptionist at the Meeting.
[Announcements]
Regarding Internet Disclosure(1) System to Ensure Appropriate Conduct of Operations and its Operation Status of the Business
Report, Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial
Statements as well as Non-Consolidated Statements of Changes in Net Assets and Notes to NonConsolidated Financial Statements are posted on the Company’s website. They are therefore notincluded in the attachment, in accordance with laws, regulations and Article 16 of the Company’s
Articles of Incorporation. The Business Report, Consolidated and Non-Consolidated Financial
Statements attached to this Notice constitute part of the documents audited by the Audit &Supervisory Board Members and Accounting Auditor in preparing their respective Audit Reports.
(2) If any modification is required for the Reference Materials for the General Meeting of Shareholders,the Business Report and the Consolidated and Non-Consolidated Financial Statements, it will be
posted on the Company’s website.
The Company’s website
https://ir.mri.co.jp/ja/stock/meeting.html-2-Procedures for the Exercise of Voting Rights via the Internet
Login by Scanning the QR CodeYou can log in to the voting right exercise website without entering a Login ID and temporary password printed
on the stub attached to the Voting Rights Exercise Form.
1. Scan the QR Code on the stub attached to the Voting Rights Exercise Form (right side).
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Follow the instructions on the screen to indicate your approval or disapproval.
Login using the QR Code can be done only once.
If you wish to exercise your voting rights again, or exercise your voting rights without using the QR Code,please see “Login by Entering the Login ID and Temporary Password” below.

Login by Entering the Login ID and Temporary Password
The voting right exercise website: https://evote.tr.mufg.jp/
1. Access the voting right exercise website.
2. Enter the Login ID and temporary password printed on the Voting Rights Exercise Form and click “Login.”Enter the Login ID and temporary password.
Click “Login.”
3. Register a new password
Enter the current password, new password and new password (for confirmation).
Click “Send.”
Please be careful not to forget your new password.
4. Follow the instructions on the screen to indicate your approval or disapproval.

1) The website will be unavailable from 2:00 a.m. to 5:00 a.m. everyday. The website may not be available depending on yourInternet environment.
2) Please note that costs for accessing the voting right exercise website shall be borne by shareholders.

Exercise of voting rights is accepted until 5:15 p.m. Thursday, December 17, 2020, but please exercise yourvoting rights as soon as possible.
Inquiries on the Voting Right Exercise Systems
Mitsubishi UFJ Trust and Banking Corporation, Transfer Agent Department (Help Desk)Toll-free number (Japan only): 0120-173-027 (Office hours: From 9:00 a.m. to 9:00 p.m.)-3-

REFERENCE MATERIALS FOR
THE GENERAL MEETING OF SHAREHOLDERS
Items of Business and Reference MattersFirst Item of Business:
Appropriation of Surplus
Matters concerning the year-end dividends:
The Company aims to contribute to the advancement of customers and society and promote creation ofvalue, through which to realize its sustainable growth and enhance its corporate value. In returning its
profits to shareholders, the Company holds a basic policy of maintaining stable dividend payments while
comprehensively taking into account the balance between business results and financial soundness to strive
for the increase in dividend levels.
Based on the above policy, the Company plans to pay an ordinary dividend of ¥55 per share for the fiscal
year ended September 30, 2020. Additionally, the Company celebrates its 50th anniversary in September
2020. To express gratitude to its shareholders, the Company will pay a commemorative dividend of ¥30
per share in addition to an ordinary dividend.
Consequently, the year-end dividend will be ¥85 per share (ordinary dividend of ¥55, commemorative
dividend of ¥30), and the annual dividend for the fiscal year will be ¥135 per share (ordinary dividend of¥105, commemorative dividend of ¥30), including an interim dividend of ¥50 per share.
(1) Kind of dividend property
Cash(2) Matters concerning allocation and the total amount of dividend property for shareholders
Ordinary shares of the Company: ¥55 per share in addition to a commemorative dividend of ¥30 fora total of ¥85¥1,396,014,755 in total(3) Date on which dividends from surplus shall be effective
December 21, 2020-4-

Second Item of Business: Election of Eight (8) Directors
The terms of office of all eight (8) Directors will expire at the close of this Meeting.
Therefore, you are hereby requested to newly elect eight (8) Directors.
The candidates are as follows.

No.
1

Name
Kyota Omori

Positions and Responsibilities at the Company

Years in
office as
Director(72 years old)

Chairman of the Board

10 yearsReelected

4 years

Reelected

2

Takashi Morisaki(65 years old)

President and Representative Director
Officer in Charge of Internal Audit Office3

Hidemoto Mizuhara(62 years old)

Executive Vice President and Executive Officer
Assistant to the General Manager, Corporate
Administration Unit

―

Newly
elected

4

Takehiko Matsushita(61 years old)Managing Director

9 years

Reelected

5Nobuo Kuroyanagi(78 years old)

Outside Director

11 years

OutsideIndependent
Reelected

6

Mikio Sasaki(83 years old)

Non-Executive Director

10 yearsReelected

7

Kazuo Tsukuda(77 years old)

Outside Director

10 years

OutsideIndependent
Reelected

1 yearOutsideIndependent
Reelected

8

Mariko Bando(74 years old)

Outside Director(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. The three (3) candidates for Director, Messrs. Nobuo Kuroyanagi, Kazuo Tsukuda and Ms. Mariko Bando,
are candidates for Outside Director. The Company has designated Messrs. Nobuo Kuroyanagi, Kazuo
Tsukuda and Ms. Mariko Bando as Independent Directors provided for by Tokyo Stock Exchange, Inc. andhas notified the Exchange to that effect.
3. Terms of office as Outside Directors of the Company of the candidates for Outside Director at the close ofthis Meeting are eleven (11) years for Mr. Nobuo Kuroyanagi, ten (10) years for Mr. Kazuo Tsukuda andone (1) year for Ms. Mariko Bando.
4. The Company has entered into liability limitation agreements with the four (4) Directors, namely Messrs.
Nobuo Kuroyanagi, Mikio Sasaki, Kazuo Tsukuda and Ms. Mariko Bando, whereby, in accordance with theprovisions of Paragraph 1 of Article 427 of the Companies Act, their liability for damages stipulated in
Paragraph 1 of Article 423 of the said Act is limited to the amount as prescribed by the relevant laws andregulations, insofar as they execute their duties bona fide without gross negligence. If the four (4) Directors
are elected, such agreements shall be continued.

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No.

Name

Kyota Omori

1[Date of Birth]
March 14, 1948
(72 years old)
[Years in office as
Director]
10 years at the closeof the Meeting[Attendance at theBoard of Directors
meetings]
100% (10/10)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1972
Joined The Mitsubishi Bank, Limited
June 2003
Managing Director of The Bank of Tokyo-Mitsubishi, Ltd.
Senior Managing Executive Officer of The Bank of TokyoOctober 2007
Mitsubishi UFJ, Ltd.
June 2008
Deputy President of Mitsubishi UFJ Financial Group, Inc.
September 2010 Director of Mitsubishi UFJ Financial Group, Inc.
December 2010 President and Representative Director of the Company
December 2016 Chairman of the Board and Representative Director of theCompany
December 2017 Chairman of the Board of the Company (incumbent)[Positions and Responsibilities at the Company]
Chairman of the Board[Important Concurrent Positions]
Outside Director of INES Corporation
Outside Director of NCS&A CO., LTD.

Number of theCompany’s
Shares Owned

34,100Reelected[The Reasons for Nomination as Director]
Mr. Kyota Omori is once again recommended as a candidate for Director in view of the appropriate performance of his
current duties as Chairman of the Board of the Company toward the Company’s sustainable growth and enhancement of its
corporate value in the medium- to long-term, based on his abundant business experience at the Company.

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No.

2

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]Joined The Mitsubishi Bank, Limited
April 1978
Managing Officer of Mitsubishi UFJ Financial Group, Inc.
April 2008
Managing Executive Officer of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Managing Executive Officer and Chief Executive Officer,
May 2010
Headquarters for Asia of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Senior Managing Executive Officer and Chief Executive,
May 2012
Global Markets Unit of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Takashi Morisaki
Senior Managing Director and Chief Executive, Global Markets
June 2012
Unit of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
[Date of Birth]
July 2012Managing Officer and Group Head, Integrated Global Markets
13,400January 1, 1955
Business Group of Mitsubishi UFJ Financial Group, Inc.
(65 years old)
May 2014
Deputy President of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
[Years in office as
June 2016
Corporate Advisor of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Director]
September 2016 Senior Counselor of the Company
4 years at the close
October 2016
Executive Vice President and Executive Officer of theof the Meeting
Company[Attendance at theDecember 2016 President and Representative Director of the Company
Board of Directors(incumbent)
meetings][Positions and Responsibilities at the Company]
100% (10/10)
President and Representative Director
Officer in Charge of Internal Audit Office
Reelected[Important Concurrent Positions]
Chairman of the Board of Mitsubishi Research Institute DCS Co., Ltd.
[The Reasons for Nomination as Director]
Mr. Takashi Morisaki is once again recommended as a candidate for Director in view of the appropriate performance of his
current duties as President and Representative Director of the Company toward the Company’s sustainable growth andenhancement of its corporate value in the medium- to long-term, based on his abundant business experience at theCompany.

-7-

No.

3

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]Joined Mitsubishi Corporation
April 1981
Unit Manager of Ship Unit, Ship, Aerospace & Transportation
October 2006
Systems Div. of Mitsubishi Corporation
October 2008
Unit Manager of Automotive Business Unit in Charge of theASEAN countries and the southwestern Asian region,
Automotive Business Div. of Mitsubishi Corporation
February 2010
Director and President of P.T. Krama Yudha Tiga Berlian
MotorsApril 2011
Senior Vice President of Mitsubishi Corporation
Senior Vice President in Charge of Corporate Strategy &Hidemoto Mizuhara February 2012
Planning of Mitsubishi Corporation
April 2013
President of Mitsubishi International Corporation[Date of Birth](Concurrently)
January 4, 1958
EVP of Mitsubishi Corporation (Americas)(62 years old)0
April 2016
Executive Vice President, Regional CEO, North America of
Mitsubishi Corporation
Newly elected(Concurrently)
President of Mitsubishi Corporation (Americas)
April 2019
President of Mitsubishi Corporation (Americas)(Concurrently)
General Manager, Corporate Management Support Office(Americas)
April 2020
Corporate Adviser of Mitsubishi Corporation
September 2020 Senior Counselor of the Company
October 2020
Executive Vice President and Executive Officer of theCompany (incumbent)
Positions and Responsibilities at the Company
Executive Vice President and Executive Officer
Assistant to the General Manager, Corporate Administration Unit
[The Reasons for Nomination as Director]
Mr. Hidemoto Mizuhara is newly recommended as a candidate for Director as he is expected to appropriately perform his
duties as a Director of the Company in order to work toward the Company’s sustainable growth and enhancement of thecorporate value in the medium- to long-term by participating in the decision making of the Company’s management, basedon his years of abundant business experience as an executive of a global company.

-8-

No.

4

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Takehiko Matsushita[Career Summary]
April 1983
Joined FUJITSU LIMITED
January 1989
Joined the Company
October 2006
General Manager, Personnel Division of the Company
March 2010
General Manager, Corporate Planning Division of the Company
December 2011 Director and Executive Officer, General Manager, Corporate
Planning Division of the Company
October 2013
Director and Executive Officer, General Manager, Personnel
Division of the Company
October 2015
Director and Executive Officer, Deputy General Manager,
Corporate Administration Unit of the Company
November 2016 Director and Executive Officer, General Manager, Corporate
Administration Unit of the Company
December 2016 Managing Director and Representative Director, General
Manager, Corporate Administration Unit of the Company
October 2019
Managing Director of the Company (incumbent)[Positions and Responsibilities at the Company]
Managing Director[Important Concurrent Positions]Representative Director and President of Mitsubishi Research Institute DCS Co.,Ltd.

[Date of Birth]
October 26, 1959
(61 years old)
[Years in office as
Director]
9 years at the closeof the Meeting[Attendance at theBoard of Directors
meetings]
100% (10/10)

Number of theCompany’s
Shares Owned

8,400

Reelected[The Reasons for Nomination as Director]
Mr. Takehiko Matsushita is once again recommended as a candidate for Director in view of the appropriate performanceof his current duties as a Managing Director of the Company, toward the Company’s sustainable growth andenhancement of its corporate value in the medium- to long-term, based on his abundant business experience at theCompany.

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No.

Name

Nobuo Kuroyanagi

5[Date of Birth]
December 18, 1941
(78 years old)
[Years in office as
Director]
11 years at the closeof the Meeting[Attendance at theBoard of Directors
meetings]
100% (10/10)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1965
Joined The Mitsubishi Bank, Limited
June 2004
President & CEO of Mitsubishi Tokyo Financial Group, Inc.,
President of The Bank of Tokyo-Mitsubishi, Ltd.
October 2005
President & CEO of Mitsubishi UFJ Financial Group, Inc.
January 2006
President of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
April 2008
Chairman of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
December 2009 Director of the Company (incumbent)
April 2012
Senior Advisor of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
April 2014
Senior Corporate Advisor of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
April 2018
Senior Corporate Advisor of MUFG Bank, Ltd. (incumbent)[Positions and Responsibilities at the Company]
Outside Director[Important Concurrent Positions]
Senior Corporate Advisor of MUFG Bank, Ltd.
Outside Director of Tokio Marine & Nichido Fire Insurance Co., Ltd.
Outside Corporate Auditor of Tokyo Kaikan Co., Ltd.

Number of theCompany’s
Shares Owned

5,700

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director]
Mr. Nobuo Kuroyanagi is once again recommended as a candidate for Outside Director in view of the appropriate
performance of his current duties as an Outside Director of the Company, including supervision of its business execution,
based on his years of broad experience as an executive of financial institutions.

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No.

Name

Mikio Sasaki

6[Date of Birth]
October 8, 1937
(83 years old)
[Years in office as
Director]
10 years at the closeof the Meeting[Attendance at theBoard of Directors
meetings]
100% (10/10)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1960
Joined Mitsubishi Corporation
April 1998
Member of the Board, President & CEO of Mitsubishi
Corporation
April 2004
Chairman of the Board of Mitsubishi Corporation
June 2010
Member of the Board and Senior Corporate Advisor of
Mitsubishi Corporation
December 2010 Director of the Company (incumbent)
June 2011
Senior Corporate Advisor of Mitsubishi Corporation
April 2016
Senior Corporate Advisor of Mitsubishi Corporation (resigned inJune 2020)[Positions and Responsibilities at the Company]
Non-Executive Director

Number of theCompany’s
Shares Owned

6,900

Reelected[The Reasons for Nomination as Director]
Mr. Mikio Sasaki is once again recommended as a candidate for Director in view of the appropriate performance of his
current duties as a Director of the Company, including supervision of its business execution, based on his years of broad
experience as an executive of a global company.

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No.

Name

Kazuo Tsukuda

7[Date of Birth]
September 1, 1943
(77 years old)
[Years in office as
Director]
10 years at the closeof the Meeting[Attendance at theBoard of Directors
meetings]
90% (9/10)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1968
Joined Mitsubishi Heavy Industries, Ltd.
June 2003
President and CEO (Member of the Board) of Mitsubishi Heavy
Industries, Ltd.
April 2008
Chairman of the Board of Mitsubishi Heavy Industries, Ltd.
December 2010 Director of the Company (incumbent)
April 2013
Director (Member of the Board) and Senior Advisor of
Mitsubishi Heavy Industries, Ltd.
June 2013
Senior Advisor of Mitsubishi Heavy Industries, Ltd.
June 2019
Executive Corporate Advisor of Mitsubishi Heavy Industries,
Ltd. (incumbent)[Positions and Responsibilities at the Company]
Outside Director[Important Concurrent Positions]Executive Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Outside Director (Audit and Supervisory Committee Member) of Yamaguchi
Financial Group, Inc.
Outside Director of FANUC CORPORATION
Outside Director of Internet Initiative Japan Inc.

Number of theCompany’s
Shares Owned

9,900

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director]
Mr. Kazuo Tsukuda is once again recommended as a candidate for Outside Director in view of the appropriate
performance of his current duties as an Outside Director of the Company, including supervision of its business execution,
based on his years of broad experience as an executive in the manufacturing business.

- 12 -

No.

8

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]July 1969
Entered the Prime Minister’s Office
October 1985
Counsellor of Cabinet Secretariat
July 1989
Director of Consumer Statistics Division, Statistics Bureau,
Management and Coordination Agency
July 1994
Director of Gender Equality Bureau, Cabinet Secretariat
April 1995
Vice-Governor of Saitama Prefecture
June 1998
Consul General of Japan in Brisbane, Australia
January 2001
Director General of Gender Equality Bureau, Cabinet Office
October 2003
Director of Showa Women’s University
Mariko Bando
April 2007
President of Showa Women’s University
April 2014
Chancellor (Rijicho) of Showa Women’s University (incumbent)
July 2016
Chancellor (Socho) of Showa Women’s University (incumbent)[Date of Birth]
August 17, 1946
December 2019 Director of the Company (incumbent)(74 years old)
[Positions and Responsibilities at the Company][Years in office as
Outside Director
Director][Important Concurrent Positions]
Chancellor (Rijicho) of Showa Women’s University
1 year at the close of
Chancellor (Socho) of Showa Women’s University
the Meeting[Attendance at theOutside Director of MS&AD Insurance Group Holdings, Inc.
Board of Directors
meetings]
100% (8/8)

Number of theCompany’s
Shares Owned

400

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director]
Ms. Mariko Bando is once again recommended as a candidate for Outside Director in view of the appropriate
performance of her current duties as an Outside Director of the Company, including supervision of its businessexecution, based on her years of diverse experience gained through administrative activities and broad knowledge assomeone involved in education. Although she has not previously been involved in corporate management through anymeans other than becoming an Outside Director or Outside Audit & Supervisory Board Member, based on the above
reasons, the Company has judged that she is capable of appropriately performing her duties as an Outside Director.

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Third Item of Business:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Messrs. Koichi Nishioka and ToshihikoMatsumiya will expire at the close of this Meeting.
Therefore, you are hereby requested to newly elect two (2) Audit & Supervisory Board Members.
The Audit & Supervisory Board has given its consent for this proposal.
The candidates are as follows.
No.

1

Name

Junichi Egawa[Date of Birth]January 23, 1961
(59 years old)

Career Summary and Positions at the Company
and Important Concurrent Positions[Career Summary]July 1983
Joined the Company
October 2012
General Manager, Group Business Division of the Company
October 2016
Deputy General Manager, Corporate Administration Unit of theCompany
October 2017
General Manager, Management Accounting and Finance
Division of the Company
October 2019
Seconded to Mitsubishi Research Institute DCS Co., Ltd.
(Executive Officer in Charge of Corporate Planning Division(Special Missions))
October 2020
Executive Officer, Deputy General Manager, Corporate
Administration Unit of Mitsubishi Research Institute DCS Co.,Ltd.
December 2020 Assistant to Corporate Administration Unit of the Company(incumbent)

Number of theCompany’s
Shares Owned

2,300

Newly elected[The Reasons for Nomination as Audit & Supervisory Board Member]
Mr. Junichi Egawa is newly recommended as a candidate for Audit & Supervisory Board Member as he is expected toappropriately perform his duties as an Audit & Supervisory Board Member of the Company, including audit on its
business execution, based on his years of abundant business experience at the Company and its subsidiary.

- 14 -No.

Name

Yutaka Kawakami

2[Date of Birth]
June 13, 1952
(68 years old)

Career Summary and Positions at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]February 1976
Entered Tohmatsu Awoki & Co. (current Deloitte Touche
Tohmatsu LLC)
March 1980
Registered as certified public accountant
July 1984
Stationed at New York Office, Tohmatsu Awoki & Co.
June 1990
Partner of Tohmatsu & Co. (current Deloitte Touche Tohmatsu
LLC)
June 2007
Member of Management Council, General Manager of Human
Resources Department of Tohmatsu & Co.
September 2016 Retired from Deloitte Touche Tohmatsu LLC[Important Concurrent Positions]Supervisory Director of Nippon Building Fund Inc.
Outside Audit & Supervisory Board Member of Asahi Group Holdings, Ltd.

0

Newly elected
OutsideIndependent[The Reasons for Nomination as Outside Audit & Supervisory Board Member]
Mr. Yutaka Kawakami is newly recommended as a candidate for Outside Audit & Supervisory Board Member as he isexpected to appropriately perform his duties as an Outside Audit & Supervisory Board Member of the Company,
including audit on its business execution, based on his years of abundant experience and expertise as a certified public
accountant. Although he has not previously been involved in corporate management through any means other thanbecoming an Outside Director or Outside Audit & Supervisory Board Member, based on the above reasons, theCompany has judged that he is capable of appropriately performing his duties as an Outside Audit & Supervisory Board
Member.

(Notes)1. There are no special interests between any of the candidates for Audit & Supervisory Board Member and theCompany.
2. The candidate for Audit & Supervisory Board Member, Mr. Yutaka Kawakami, is a candidate for Outside
Audit & Supervisory Board Member. The Company has newly designated Mr. Yutaka Kawakami as an
Independent Auditor provided for by Tokyo Stock Exchange, Inc. and has notified the Exchange to that
effect.
3. If Messrs. Junichi Egawa and Yutaka Kawakami are elected, the Company will enter into a liability limitationagreement with them, whereby, in accordance with the provisions of Paragraph 1 of Article 427 of theCompanies Act, their liability for damages stipulated in Paragraph 1 of Article 423 of the said Act is limited
to the amount as prescribed by the relevant laws and regulations, insofar as they execute their duties bonafide without gross negligence.

- 15 -