Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.
Security code: 2180
September 8, 2023
To Our Shareholders
Etsuko Tsugihara
President
SUNNY SIDE UP GROUP Inc.
JPR Sendagaya Building,
4-23-5 Sendagaya, Shibuya-ku, Tokyo

Notice of the 38th Annual General Meeting of Shareholders
We are pleased to announce the 38th Annual General Meeting of Shareholders of SUNNY SIDE UP GROUP Inc.
(the “Company”), which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation as “Notice of the 38th Annual General Meeting of Shareholders” on the Company’s website. Please
access the Company’s website by using the internet address shown below to review the information.
The Company’s website: https://ssug.co.jp/ir/stockholders_meeting/ (in Japanese)
In addition to posting matters subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter
website, access the internet address shown below, enter “issue name (SUNNY SIDE UP GROUP)” or “securities
code (2180),” and click “Search,” and then click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here for access” under “[Noticeof General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend on the day of the meeting, you can exercise your voting rights via the Internet or in writing(by mail). Please consider the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by no later than September 25, 2023 (Monday), 7:00 p.m. (JST).

1. Date and Time: September 26, 2023 (Tuesday), 10:00 a.m. (JST)
2. Place:

2nd Floor, SYD Hall, Syuyoudan SYD Building
4-25-2 Sendagaya, Shibuya-ku, Tokyo
Door opens at 9:00 a.m.

3. Purpose of the Meeting:
Matters to be reported:

1.

Business Report and Consolidated Financial Statements for the 38th fiscal
year (from July 1, 2022 to June 30, 2023) and results of audits of theConsolidated Financial Statements by the financial auditor and Audit andSupervisory Committee

2.

Non-consolidated Financial Statements for the 38th fiscal year (from July 1,
2022 to June 30, 2023)-1-

Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Three Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
Proposal No. 3 Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4 Election of One Substitute Director Who Is an Audit and Supervisory Committee Member
4. Matters to be decided upon convocation (Guidance on Exercising Voting Rights)(1) If neither approval nor disapproval of each proposal is indicated on the voting rights exercise form, theCompany will deem that you indicated your approval of the proposal.
(2) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed
effective.
(3) If you exercise your voting rights both via the Internet and in the voting rights exercise form, the vote via
the Internet shall be deemed effective.
～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～◎ If attending the meeting in person, please present the voting form at the reception desk.
◎ If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and thedetails of the matters before and after the revisions will be posted on the Company’s aforementioned website andthe TSE website.
◎ For this General Meeting of Shareholders, paper-based documents stating matters subject to measures forelectronic provision will be sent to all shareholders regardless of whether they have made a request for deliveryof such documents. However, those documents do not include the following matters in accordance with theprovisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation.
(i)

Systems for Ensuring the Appropriateness of Business Operations and Basic Policy on Control of theCompany in the Business Report(ii) Notes to the Consolidated Financial Statements(iii) Notes to the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements included in the documents are part of the documents included in the scope of audits by the financial
auditor and the Audit and Supervisory Committee in preparing their respective audit reports.

-2-

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

Appropriation of Surplus

The Company identifies both strengthening medium- to long-term corporate value and returning profits toshareholders through dividend payments as management priorities. Based on a comprehensive consideration ofvarious goals, including strengthening internal reserves to maintain a sound financial structure and the active
development of its business, the Company seeks to pay stable dividends in light of the targeted dividend payout ratioof roughly 30% and to provide a return of profits in a flexible manner.
In accordance with the above basic policy, the Company proposes to pay year-end dividends for the 38th fiscal year
as follows:

Year-end dividends(1) Type of dividend property
To be paid in cash.

(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay dividends of ¥15 per common share of the Company.
In this event, the total dividends will be ¥223,712,160.

(3) Effective date of dividends of surplus
The effective date of the dividend payment will be September 27, 2023.

-3-

Proposal No. 2

Election of Three Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

The term of office of all three current Directors (excluding those who are Audit and Supervisory Committee
Members; the same applying hereinafter within this proposal) will expire upon the conclusion of this Shareholders’Meeting.
Therefore, the Company proposes the election of three Directors.

An overview of the opinion of the Audit and Supervisory Committee regarding this proposal is as follows.
The Audit and Supervisory Committee has evaluated matters including the business performance of the fiscal year
through its audit activities, and based on considerations such as the composition of the Board of Directors and thespecialized knowledge and experience of each candidate, it judges that the appointment as Director of each candidate
nominated in this proposal to be appropriate.
Additionally, the Audit and Supervisory Committee also deems Director remuneration to be reasonable based on acomprehensive effort to balance these figures against the roles and responsibilities of a Director, the Company’sbusiness performance, and other factors.

The candidates for Director are as follows:
Candidate
No.

Name

Independence

Number of years
in officeCurrent position and

Attendance at

responsibility in the
Company

Board of Directors
meetings

1

Reelection

Etsuko Tsugihara

38 yearsPresident

2

Reelection

Norihito Watanabe

18 yearsRepresentative Director
and Vice President

3

Reelection

Toru Nagai

4 years

Outside Director

OutsideIndependent

-4-

100%
(20/20)100%(20/20)100%(20/20)CandidateNo.

1

Etsuko Tsugihara(November 16, 1966)

Reelection

Career summary, position and responsibility in the Company
July 1985
Established the Company, Director
June 1997
President (current position)
Aug. 2019
June 2021

Representative Director of SUNNY SIDE UP Inc.
Chair of Committee on Diversity & Inclusion, KEIDANREN (Japan Business Federation)

Jan. 2022(current position)
Chairman of International Public Relations Association

Significant concurrent Chair of Committee on Diversity & Inclusion, KEIDANREN (Japan Business Federation)
positions outside theCompany
Number ofCompany
shares owned
5,652,400
sharesReasons for nomination as candidate for Director
In 2023, ChatGPT has been sweeping the globe, bringing a renewed focus on working styles and the roles that people can play. While
rules that no longer apply and being influenced by the standards of others or society has led to an increasing number of people
experiencing mental exhaustion, there are rising expectations that “unpretentious” people, who are honest about their preferences andstrong points and live by their own standards, will play a leading role that cannot be replaced by AI.
As we are facing such a turning point, we are reminded of the path we have taken thus far together with management who have beencommitted solely to being “unpretentious” since our founding.
An unpretentiousness that, once you believe, will enable you to continue to charge ahead no matter who tries to stop you, and an
unpretentiousness that can erase any negative things from your memory in an instant.
As our job is communication, we are aware that people are imperfect and that individuality can be both an advantage and adisadvantage depending on how you shine a light upon it.
What the company has gained and the issues that have been solved from Ms. Etsuko Tsugihara’s steadfast adherence tounpretentiousness, without any form of bashing or backbiting, are evident throughout SUNNY SIDE UP’s long history.
While again looking with impartial respect upon the steps she has taken, and given that her behavior continues to follow the norms
accepted by society, the Company has therefore nominated her again this year as a candidate for Director.

-5-CandidateNo.

2Norihito Watanabe(March 2, 1968)

Reelection

Career summary, position and responsibility in the Company
May 1997
Registered as tax accountant
June 1997
Audit & Supervisory Board Member of the Company
July 2002

CEO of Watanabe International Accounting Firm (currently Watanabe Liesenberg Tax
Accountants’ Corporation)

July 2005
Sept. 2006

Director of the Company
Representative Director and Vice President of the Company (current position)

July 2011
Dec. 2013

Representative Director of Kumnamu Entertainment, Inc. (current position)
Representative Director of SUNNY SIDE UP KOREA, INC (current position)

July 2017
Mar. 2020

Representative Director and Chairman of FLYPAN, INC. (current position)
Representative Director of steady study Ltd. (current position)

Significant concurrent Representative Director of Kumnamu Entertainment, Inc.
positions outside the Representative Director of SUNNY SIDE UP KOREA, INC
Representative Director of FLYPAN, INC.
Company
Representative Director of steady study Ltd.
Number ofCompany
shares owned
757,500 shares
Reasons for nomination as candidate for Director
Following a career as a tax accountant, Mr. Norihito Watanabe joined the Company in its early days and has dedicated himself tobuilding its business base by making sound judgements backed by numbers, even if they were not initially guaranteed to be successful.
These include implementing the Company’s IPO, creating the “bills” Business (now the Food Branding Business), changing theCompany’s market listing to the Tokyo Stock Exchange’s First Section, and carrying out M&A.
He is a presence who warmly watches over Ms. Tsugihara’s activities when she becomes the reckless embodiment of “having fun”
and always takes her indelicate teasing with good humor. As an economist who also has a strong sense of aesthetics, he has also madea huge contribution to the Company in terms of business through his unique set of connections in the finance world. The Company
believes he continues to be an essential member of the holding company’s management team in order to achieve the sustainable growthof the Group and enhance corporate value, and has therefore nominated him as a candidate for Director.

-6-

CandidateNo.

3Toru Nagai(April 5, 1962)

Reelection
OutsideIndependent

Career summary, position and responsibility in the Company
Apr. 1989
Joined Daiwa Securities Co. Ltd.
Jan. 1996
Joined Morgan Stanley Japan Limited (currently Morgan Stanley MUFG Securities Co.,
June 2008

Ltd.)
Established NGI Consulting Co., Ltd. and Representative Director (current position)

July 2009
Dec. 2009

Director and Supervisor of Investigation of Advanced Research Japan Company Limited.
Representative Director of ARJ Strategic Advisory Co., Ltd.

June 2015

Director, Manager of Omega Strategy, and in charge of corporate strategy and Investor
Relations of R.C.CORE CO., LTD.

Aug. 2015
Sept. 2019

Representative Director and President of Pheasant Time Share Management Co., Ltd.
Outside Director of the Company (current position)

Apr. 2020

Senior Advisor of Lincoln International LLC (current position)
Significant concurrent Representative Director of NGI Consulting Co., Ltd.
positions outside theCompany
Number ofCompany
shares owned
37,500 shares
Reasons for nomination as candidate for Outside Director and outline of expected role
Mr. Toru Nagai has broad knowledge and extensive experience related to the finance field from his track record in the securities
industry. In addition to this, his opinions, that come from an objective standpoint independent of the management that executes
business, are severe and relentless enough to even make representative directors wince on occasion, while he is also able to positively
sublimate the essence of ideas generated within the Company. He is expected to provide advice, particularly when scrutinizing businessplans, evaluating various investment plans, and formulating capital policy and shareholder return measures. The Company believes
that, based on his experience and track record, he continues to be essential to strengthening the functions of the Board of Directors interms of appropriate decision making and overall management oversight, and has therefore nominated him as a candidate for Outside
Director.

(Notes) 1. There is no special interest between any of the candidates for Director and the Company.
2. Toru Nagai is a candidate for Outside Director.
3. The Company has notified the Tokyo Stock Exchange, Inc. that Toru Nagai has been designated as anindependent officer, as provided for by the aforementioned exchange. If the reelection of Mr. Nagai is
approved in this Shareholders’ Meeting, the Company plans for his designation as an independent officer
to continue.
4. Toru Nagai provides extensive knowledge of the securities industry gained through a career in which hehas served as Managing Director, Head of Equity Research, and Head of the Research Division at
Morgan Stanley Japan Limited. He is expected to provide advice from an objective standpoint
independent of management that executes business. On that basis, the Company has requested his
appointment as Outside Director. His tenure as Outside Director has been four years.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Articles ofIncorporation, the Company has entered into agreements with Toru Nagai to limit his liability fordamages under Article 423, paragraph (1) of the Companies Act. If the reelection of Mr. Nagai is
approved in this Shareholders’ Meeting, the Company plans to renew the aforementioned agreementswith him. The maximum amount of liability for damages under these agreements is the minimum liability
amount provided for by Article 425, paragraph (1) of the same Act.
6. The Company has entered into a directors and officers liability insurance policy, which includes all
Directors as the insured with an insurance company. A summary of the agreement is provided in 2.
Current status of the Company, (3) Directors and Audit and Supervisory Committee Members of theCompany of the Business Report (in Japanese only).

-7-

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee
Members

The terms of office of all three current Directors who are Audit and Supervisory Committee Members will expire
upon the conclusion of this Shareholders’ Meeting.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee
Members.
In addition, the consent of the Audit and Supervisory Committee concerning this proposal has been obtained.

The following are candidates to serve as Directors who are Audit and Supervisory Committee Members:
Candidate
No.
1
2
3

Name

Reelection
Reelection
New election

Independence

Akira Shirai
Mari Fujii
Keiko Hattori

Number of years
in office6 years

OutsideIndependent
OutsideIndependent-8-

1 year–Attendance at Audit
and Supervisory
Committee

Attendance at Boardof Directors meetings

100%

100%

(18/18)(20/20)

100%

100%

(13/13)(16/16)––

CandidateNo.

1

Akira Shirai(May 21, 1966)

Reelection

Career summary, position and responsibility in the Company
May 2000
Joined the Company
July 2000
General Manager of Entertainment Division
Sept. 2005
July 2009

Director and General Manager of Administration Division
Director and General Manager of Public Relations Division

Aug. 2010
Apr. 2012

Marketing Director of Tokyo Marathon Foundation
General Manager of Special Assignment of Tokyo Sport Benefits Corporation

Sept. 2016
Sept. 2017

Full-time Audit & Supervisory Board Member
Director (Full-time Audit and Supervisory Committee Members) (current position)

Jan. 2020

Audit & Supervisory Board Member of SUNNY SIDE UP Inc. (current position)

Significant concurrent Audit & Supervisory Board Member of SUNNY SIDE UP Inc.
positions outside theCompany
Number ofCompany
shares owned
32,000 shares
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Mr. Akira Shirai has served in several key positions, including Director of the Administration Department and PR Business of theCompany. He brings with him an extensive track record outside the Company, including work in the sports administration field, where
he served in important positions within extra-governmental organizations associated with the Tokyo Metropolitan Government. Theseroles have given him a wide-ranging perspective on and understanding of the Company’s business areas and their characteristics.
Since his appointment as Director who is an Audit and Supervisory Committee Member of the Company, he has also helped strengthen
the Company’s governance framework.
Based on his experience and track record, the Company believes he will help build an effective corporate governance framework forachieving sustainable growth. Thus, the Company has once again nominated him as a candidate for Director who is an Audit andSupervisory Committee Member.

-9-CandidateNo.

2Mari Fujii(December 21, 1981)

Reelection
OutsideIndependent

Career summary, position and responsibility in the Company
Oct. 2006
Registered as Attorney (Daini Tokyo Bar Association)
Joined Mori Hamada & MatsumotoJan. 2012

Deputy Director, Gender Equality Promotion Division, Gender Equality Bureau, Cabinet
OfficeDec. 2014
Jan. 2019

Full-time Audit & Supervisory Board Member, tryfort Co., Ltd.
Partner, Miura & Partners (current position)

Apr. 2019
Apr. 2020

Vice Chairman of Daini Tokyo Bar Association
Executive Director, Japan Federation of Bar Associations

May 2020

Gender Equality Promotion Council Member, Bunkyo Ward (current position)
Outside Audit & Supervisory Board Member of Trys, Inc.

Aug. 2022
Sept. 2022

Outside Audit & Supervisory Board Member of MSY Inc. (current position)
Outside Director (Audit and Supervisory Committee Member) of the Company (current
position)

Significant concurrent Attorney
positions outside the Partner, Miura & Partners
Company
Number ofCompany
shares owned
0 shares
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of
expected role
Ms. Mari Fujii has deep expert knowledge of corporate legal matters, corporate governance, and risk management acquired throughher experience as a practicing attorney. She also brings expertise with diversity, including experience in promoting women’s activities
as Deputy Director of the Gender Equality Promotion Division, Gender Equality Bureau, Cabinet Office.
The Company expects her to oversee the management by Directors, drawing on these experiences and achievements, and to provide
advice on initiatives related to SDGs, thereby helping to build an effective corporate governance framework for sustainable growth.
Thus, the Company has once again nominated her as a candidate for Outside Director who is an Audit and Supervisory Committee
Member.

- 10 -

CandidateNo.

3

Keiko Hattori(January 29, 1976)

New election
OutsideIndependent

Career summary, positions, and responsibilities in the Company
Apr. 1998
Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.)
Apr. 2000
Joined Tokyo Branch, Jardine Fleming Securities Ltd. (currently JPMorgan Securities
June 2001

Japan Co., Ltd.)
Joined Tokyo Branch, BNP Paribas S.A.

Dec. 2006
Jan. 2016

Joined Shin Nihon & Co. (currently Ernst & Young ShinNihon LLC)
Full-time Audit & Supervisory Board Member of TSUKURUBA Inc. (current position)

Dec. 2020
Aug. 2023

Audit & Supervisory Board Member of sanwacompany ltd. (current position)
Audit & Supervisory Board Member of Fast Beauty Inc. (current position)

Significant concurrent Certified Public Accountant
positions outside the Full-time Audit & Supervisory Board Member of TSUKURUBA Inc.
Company
Number ofCompany
shares owned
0 shares
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of
expected role
Ms. Keiko Hattori has expert knowledge and extensive practical experience as a certified public accountant. She has served as an
Audit and Supervisory Member of multiple companies. The Company expects her to leverage her knowledge and experience to oversee
the management by Directors, drawing in particular on her perspective as a finance specialist. The Company also expects her to provide
overall management advice that will help build an effective corporate governance framework for achieving sustainable growth. On
these grounds, the Company has newly nominated her as a candidate for Outside Director who is an Audit and Supervisory Committee
Member.

(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Mari Fujii and Keiko Hattori are candidates for Outside Director.
3. Mari Fujii is expected to oversee management while drawing on her expertise as an attorney. She is also
expected to provide advice on Company initiatives related to SDGs. For these reasons, the Company hasrequested her appointment as an Outside Director. Her tenure as Outside Director has been one year.
4. Keiko Hattori brings extensive expert knowledge as certified public accountant and familiarity withdecision-making regarding the execution of the Company’s business. She is expected to provide
appropriate advice grounded in sound and sensitive judgment. On these grounds, the Company hasrequested her appointment as Outside Director.
5. An overview of the content of the Company’s limited liability agreement with Outside Directors is asfollows.
Pursuant to Article 427, paragraph (1) of the Companies Act and provisions of the Company’s Articles
of Incorporation, the Company has entered into agreements with Mari Fujii, who is a candidate for
Outside Director of the Company, to limit her liability for damages under Article 423, paragraph (1) of
the Companies Act. The maximum amount of liability for damages under these agreements is theminimum liability amount provided for under Article 425, paragraph (1) of the Companies Act. If theelection of Mari Fujii and Keiko Hattori is approved in this Shareholders’ Meeting as proposed, pursuant
to the provisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into
agreements to limit their liability up to the minimum liability provided for by Article 425, paragraph (1)of the same Act.
6. The Company has notified the Tokyo Stock Exchange, Inc. that Mari Fujii has been designated as anindependent officer as provided for by the aforementioned exchange. If the elections of Mari Fujii and
Keiko Hattori are approved as proposed at this Shareholders’ Meeting, the Company plans to notify the
Tokyo Stock Exchange of their designation as independent officers as provided for by the
aforementioned exchange.

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7. To enable Directors (excluding Executive Directors) to sufficiently carry out the role expected of them,
the Company’s Articles of Incorporation stipulate that the Company enters into an agreement (limited
liability agreement) with Directors (excluding Executive Directors) to limit their liability for damages
under Article 423, paragraph (1) of the Companies Act, with the maximum amount of liability fordamages under this agreement limited to the minimum liability amount provided for under laws andregulations. If the reelection of Akira Shirai is approved, the Company plans to renew the aforementioned
agreement with him.
8. The Company has entered into a directors and officers liability insurance policy, which includes all
Directors as the insured with an insurance company. If the election of Keiko Hattori is approved as
proposed at this Shareholders’ Meeting, the Company plans to renew and enter into a directors andofficers liability insurance policy with an insurance company that names her as the insured. A summaryof the agreement is provided in 2. Current status of the Company, (3) Directors and Audit andSupervisory Committee Members of the Company of the Business Report (in Japanese only).

- 12 -

(Reference)
Skill Matrix of Directors and Directors who are Audit and Supervisory Committee Members(assuming the appointment of each candidate for Director nominated at this Shareholders’ Meeting)
Legend: Primary skill ◎, secondary skill 〇Main Expertise
Position andresponsibility in the

Name

Independence

Company

Major Back-

Legal

grounds of
OutsideCorporate

Labor

Risk

Manage-Humanmanage-Officer

Resources

ment/

Develop-Compliance

ment

GlobalExperience

ESG/
Sustaina-

Financebilityment

Director
Represen-

EtsukotativeTsugihara

◎

◎

◎

◎

〇

◎

◎

〇

〇

Director
Represen-

Norihito

tativeWatanabe◎

Director

Toru

OutsideNagai

Director〇

Securities
Analyst〇◎Directors who are Audit and Supervisory Committee Members
Audit andSupervisory

Akira

〇

Committee

Shirai〇◎Member(Full-time)
Audit andSupervisory

Mari Fujii

Committee〇〇

Attorney◎

Member(Outside)
Audit and
Keiko
Hattori

Supervisory
Committee
MemberCertified〇◎Public〇Accountant(Outside)(Note)

This table does not represent all the skills possessed by each Director and Audit and Supervisory
Committee Member.

- 13 -

Proposal No. 4

Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member

The Company propose to elect one substitute Director serving as an Audit and Supervisory Committee Member toprepare for a contingency in which the Company lacks the number of Directors serving as Audit and Supervisory
Committee Members required by laws and regulations.
In addition, the consent of the Audit and Supervisory Committee concerning this proposal has been obtained.
Candidate for the role of substitute Director who is an Audit and Supervisory Committee Member is as follows:

Emi Yoneda(January 20, 1984)

OutsideIndependent

Career summary
Dec. 2004
Sept. 2013

Joined Shin Nihon & Co. (currently Ernst & Young ShinNihon LLC)
Established Yoneda Certified Public Accountant Office as Representative

Mar. 2018(current position)
Executive Director, Japan Professional Football League

Jan. 2021
Nov. 2021

Established n=1 as Representative Director (current position)
Outside Director (Audit and Supervisory Committee Member) of arara inc.

Mar. 2022(current position)
Outside Director, Direct Marketing MiX Inc. (current position)

June 2022

Outside Audit & Supervisory Board Member, Yokowo Co., Ltd. (current position)
Significant concurrent Certified Public Accountant
positions outside theCompany
Number ofCompany
shares owned
0 shares
Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andoutline of expected role
Ms. Emi Yoneda has expert knowledge and extensive practical experience as a certified public accountant. She has served as an Outside
Director of multiple companies. The Company expects her to leverage her knowledge and experience to oversee the management by
Directors, drawing in particular on her perspective as a finance specialist. The Company also expects her to provide overallmanagement advice that will help build an effective corporate governance framework for achieving sustainable growth. On thesegrounds, the Company has nominated her as a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member.

(Notes) 1. There is no special interest between the candidate and the Company.
2. Emi Yoneda is a candidate for substitute Outside Director.
3. Limited liability agreements with Outside Director.
If Emi Yoneda assumes office as Outside Director, pursuant to the provisions of Article 427, paragraph(1) of the Companies Act and the Articles of Incorporation, the Company plans to enter into agreementswith her as Outside Director to limit her liability for damages under Article 423, paragraph (1) of theCompanies Act. The maximum liability for damages under the agreement is the minimum liability
amount provided for by Article 425, paragraph (1) of the same Act.
4. If Emi Yoneda assumes office as Outside Director, the Company plans to submit notification to Tokyo
Stock Exchange, Inc. that she has been designated as independent officer as provided for by the
aforementioned exchange.

- 14 -