This document has been translated and summarized from Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 3673
(Date of commencement of electronic provision measures) February 27, 2023
(Date of delivery) March 7, 2023
To Our Shareholders
4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan
Broadleaf Co., Ltd.
Kenji Oyama, Representative Director, President and CEO

NOTICE OF THE 14TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to inform you that the 14th Annual General Meeting of Shareholders (the “Meeting”) of
Broadleaf Co., Ltd. (the “Company”) will be held as described below.
In the convening of the Meeting, we will take measures to electronically provide the information that
constitutes the content of the Reference Documents, etc. for the General Meeting of Shareholders (Matters
for Electronic Provision). We kindly request that you check this information by accessing the following
websites of the Company on which the information is posted.

Link for the notice

TWODIMENSIONAL
code

The Company website
https://www.broadleaf.co.jp/ir/stock/meeting/(Please go to the Company’s website above and check the information regarding the Notice of the 14th
(FY2022) Annual General Meeting of Shareholders.)

Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do? Show=Sho(Please go to the TSE’s website above, enter “Broadleaf” or our “3673” security code in the issue name(company name) box, and conduct a search to reach our page. On our page, click “Basic Information” to accessthe “Documents for public inspection/PR information.” Information can be checked regarding the Notice ofGeneral Shareholders Meeting/Information Materials for a General Shareholders Meeting on the “Documentsfor public inspection” page.)

If you are unable to attend the Meeting, you can exercise your voting rights by electromagnetic means(Internet, etc.) or in writing (by mail). Please review the accompanying Reference Documents for the
General Meeting of Shareholders before exercising your voting rights.

Details are as follows.
1.

Date and Time:

2.

Place:

3.

Meeting Agenda:
Matters to be reported:

Matters to be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:

Friday, March 24, 2023, 10:00 a.m., Japan time.
(Registration begins at 9:00 a.m.)
The Grand Hall, 3F Shinagawa Grand Central Tower, 2-16-4 Konan,
Minato-ku, Tokyo
1. The Business Report and the Consolidated Financial Statements forthe 14th Fiscal Year (from January 1, 2022 to December 31, 2022)
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 14th Fiscal
Year (from January 1, 2022 to December 31, 2022)
Appropriation of Surplus
Election of Six (6) Directors
Election of Two (2) Substitute Corporate Auditors

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 Voting Rights Exercise Form that will
be sent to you along with this convocation notice and return it so that it is received by 5:30 p.m. on
Thursday, March 23, 2023 (Japan time).
If neither approval nor disapproval of the proposals is indicated, you will be deemed to have indicatedyour approval.
(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/), after
confirming the “Instructions for Voting via the Internet” on page 6 in the Japanese version of the
Meeting’s booklet, vote for or against the proposals, by 5:30 p.m. on Thursday, March 23, 2023
(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 by electronic means (Internet, etc.) and in writing (by mail),regardless of the date your Voting Rights Exercise Form is received, only the voting rights you
exercise by electronic means (Internet, etc.) will be counted.
If you exercise your voting rights more than once by electronic means (Internet, etc.), only the voting
rights you exercise last will be counted.

-2-

 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.
 Documents containing the Matters for Electronic Provision will be sent to shareholders whorequest the provision of printed versions of the documents pursuant to the relevant laws andregulations and the provisions of Article 14 of our Articles of Incorporation. However, the matterslisted below which will be posted on our website will not be included in the documents.
(i) Consolidated statement of changes in equity and notes to the consolidated financial
statements(ii) Non-consolidated statements of changes in equity and notes to the non-consolidated
financial statements
Therefore, business reports, consolidated financial statements and financial statements containedin the documents constitute only part of the documents that have been audited by the Accounting
Auditor for preparing the accounting audit report and Corporate Auditors for preparing the audit
report respectively.
 Any revisions made to this convocation notice and/or Matters for Electronic Provision will be
posted on our Internet website and the TSE website.

-3-

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.
For the fiscal year under review, we will pay a year-end dividend of 1.0 yen per share of common stock(which makes our annual dividend 1.0 yen per share).
1. Type of dividend property
Cash
2. Matters concerning the allocation and total amount of dividend property
1.0 yen per share of common stock of the Company, or 91,511,597 yen in total
3. Date on which dividends from surplus shall be effective
March 27, 2023

-4-

Proposal No. 2: Election of Six (6) Directors
The term of office of all the six (6) directors will expire at the close of this general meeting of shareholders.
Accordingly, we propose the election of six (6) directors.
The candidates for directors are as follows:

Candidate No.

Name

Current positions andresponsibilities in the
Company

Attendance atmeetings of theBoard of Directors

1

Kenji Oyama

Representative
Director,President andCEO

17/17 (100%)

Reappointment2

Kenichi Yamanaka

Executive Vice President
and Director

17/17 (100%)

Reappointment

3

Morio Kizawa

External Director

17/17 (100%)

Properties

Reappointment

External

Independent

4

Hiroshi Takada

Reappointment

External Director

External

17/17 (100%)
Independent

5

6

Risa Tanaka

Kumiko Igushi

External Director

External Director-5-

Reappointment

External

Independent

FemaleReappointment

External

Independent

Female17/17 (100%)

17/17 (100%)

Candidate No.

1Kenji Oyama

Reappointment

Brief personal history, positions and responsibilities
Apr. 1987
Apr. 1989
Dec. 1996
Jul. 2000■ Date of birth
September 10, 1968
■ Number of the Company’s
shares held
1,125,285 shares■ Attendance at meetings of theBoard of Directors
17/17 (100%)

Jul. 2002

Joined Being Co., Ltd.
Director of Being Co., Ltd.
Being Investments Corp.
President CEO
Executive Vice President andDirector of Being Co., Ltd.
Executive Officer
General Manager of Marketing
Department and Sales
Department of Being Co., Ltd.

Oct. 2005
Jan. 2006
Jun. 2006

Jan. 2015

Consultant of ITX Corporation
Executive Vice President andDirector of the Company
Representative Director,
President and CEO of theCompany (present)
Advanced Academic Agency’s
Visiting Professor of The
Graduate School of Project
DesignReasons for nomination as candidate for Director
Mr. Kenji Oyama has a great deal of experience and achievements as well as strong leadership withrespect to corporate management. The Company has nominated him again as a candidate for Director,
based on the judgment that he is the right person in terms of determining the execution of importantduties and supervising the execution of responsibilities by Directors and Executive Officers.
Candidate No.

2

Kenichi Yamanaka

Reappointment

Brief personal history, positions and responsibilities
Apr. 1992
Jan. 1996
Apr. 2000■ Date of birth
October 10, 1968
■ Number of the Company’s
shares held
91,030 shares■ Attendance at meetings ofthe Board of Directors
17/17 (100%)

Nov. 2005

Joined Mitsubishi ElectricEngineering Co., Ltd.
Joined Being Co., Ltd.
Executive Officer of Being Co.,
Ltd. in charge of Business
Strategies - EC promotion
Executive Officer CIO of
JIMOS Co., Ltd. in charge ofCorporate Services - BtoB
SolutionsOct. 2010
Jan. 2011

Mar. 2012
Jan. 2014

Executive Officer and General
Manager of Administration
Division of the Company
Executive Officer, General
Manager of Administration
Division and General Manager ofCorporate Management Group of
the Company
Director, Executive Officer andGeneral Manager of Administration
Division of the Company
Executive Vice President andDirector of the Company (present)

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

-6-

Candidate No.

3

Morio Kizawa

Reappointment

External

Independent

Brief personal history, positions and responsibilities
Apr. 1970
Mar. 1985
Sep. 1985■ Date of birth
April 8, 1944
■ Number of the Company’s
shares held
19,100 shares■ Attendance at meetings of theBoard of Directors
17/17 (100%)■ Number of years as director
11 years (at the close of thisgeneral meeting ofshareholders)Feb. 1992

Joined Nippon Univac Ltd. (now
BIPROGY Inc.)
Joined Citizen Watch Co., Ltd.
Citizen Europe Ltd. President
and Managing Director
President and Representative
Director, and Vice-President of
U.S. Headquarters of Mentor
Graphics Japan Co. Ltd. (nowSiemens Electronic Design
Automation Japan K.K.)

Feb. 1999
Feb. 2006

Mar. 2012

President and Representative
Director of Conexant Systems
Japan Co., Ltd.
President and Representative
Director, and Vice-President of
U.S. Headquarters of Autodesk,
Inc.
Advisor of Autodesk, Inc.
External Director of theCompany (present)

Reason for the selection as a candidate for External Director and expected roles
Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. and other companies andplayed an active role as the manager of an IT company and a global company that engage in softwaredevelopment and sales, etc. He has specialist knowledge and extensive experience in the industries
related to the Company’s business.
The Company nominated Mr. Morio Kizawa again as a candidate for External Director because, byleveraging his knowledge and experience, it can expect to obtain advice from various perspectives on
the general management of the Company.
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 haveconflicts of interest with general shareholders, and satisfies the requirements for independent officers
as specified by the Tokyo Stock Exchange.

-7-

Candidate No.

4

Hiroshi Takada

Reappointment

External

Independent

Brief personal history, positions and responsibilities
Apr. 1969
Jan. 1995■ Date of birth
December 22, 1946
■ Number of the Company’s
shares held
11,900 shares■ Attendance at meetings ofthe Board of Directors
17/17 (100%)■ Number of years as director
3 years (at the close of thisgeneral meeting ofshareholders)Jun. 2001
Jun. 2003
Jun. 2005
Jun. 2009

Oct. 2009

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)

Dec. 2009

Jul. 2012
May 2013

Jul. 2019

Mar. 2020
Jun. 2020

President and Representative
Director of Toyota Motor Sales& Marketing Corp. (now Toyota
Motor Corporation)
Head Director of Organizationfor Small & Medium Enterprises
and Regional Innovation
Representative Director of All
Japan Radio & Television
Commercial Confederation(now All Japan Confederation ofCreativity) (present)
Representative Director of Japan
General Incorporate Associationof Professionals for Medium andSmall Sized Business
Management Ltd. (JPBM)(present)
External Director of theCompany (present)
External Director of Chubu
Electric Power Co., Inc.(present)

Important concurrent positions
Representative Director of All Japan Confederation of Creativity
Representative Director of JPBM
Reason for the selection as a candidate for External Director and expected roles
Mr. Hiroshi Takada engaged in the management of advertising, sales, marketing and other operations
at Toyota Motor Corporation and served as an officer of the company and a representative director atits group’s sales and marketing affiliates. In addition, he plays an active role as the head of an
independent administrative agency that undertakes support for the management of medium- andsmall-sized companies. He has specialist knowledge and extensive experience for the promotion of arange of businesses.
The Company has nominated Mr. Hiroshi Takada as a candidate for External Director again because
by leveraging his knowledge and experience, it can expect to obtain advice from various perspectives
on sales, marketing and new business strategies of the Company.
Matters relating to independence
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 tohave conflicts of interest with general shareholders, and satisfies the requirements for independent
officers as specified by the Tokyo Stock Exchange.
The Company engages in transactions with companies referred to in the above brief history including
Toyota Motor Corporation, which however account for less than one percent of overall transactions
conducted by the Company and other companies.

-8-

Candidate No.

5

Risa Tanaka

Reappointment

External

Independent

FemaleBrief personal history, positions and responsibilities
Apr. 1993
Feb. 2001
Aug. 2010
Apr. 2012■ Date of birth
November 14, 1966
■ Number of the Company’s
shares held
0 shares■ Attendance at meetings ofthe Board of Directors
17/17 (100%)■ Number of years as director
3 years (at the close of thisgeneral meeting ofshareholders)

Apr. 2014
Jun. 2014
Apr. 2016

Joined Sendenkaigi Co., Ltd.
Director and Editor-in-Chief ofSendenkaigi Co., Ltd.
Director of Japan Association forRail Advertising (present)
Professor at The Graduate School of
Project Design of Advanced
Academy Agency
Executive Vice President andManaging Editor of Sendenkaigi Co.,Ltd.
External Director of Japan Post Co.,Ltd.
President of The Graduate School of
Project Design of Advanced
Academy Agency (present)
Director of Media and Information of
Sendenkaigi Co., Ltd. (present)

Jan. 2019Feb. 2019

Jun. 2019
Mar. 2020
Oct. 2020
Apr. 2021
Jun. 2021
Jan. 2022

Jun. 2022

Member of the Central Environment
Council (Ministry of theEnvironment) (present)
Member of the Social Capital
Development Council and theTransport Policy Council (MLIT)(present)
Member of the Fiscal System
Council (Ministry of Finance)(present)
External Director of SB Players
Corp. (present)
External Director of the Company(present)
Member of National Land
Development Council (present)
Director of Mie University (present)
External Director of Imuraya Group
Co., Ltd. (present)
Member of the 33rd Local System
Research Council (Ministry ofInternal Affairs andCommunications) (present)
External Auditor of Metropolitan
Expressway Co., Ltd. (present)

Important concurrent positions
President of The Graduate School of Project Design of Advanced Academy Agency
Reason for the selection as a candidate for External Director and expected roles
Ms. Risa Tanaka has a great deal of knowledge about corporate public relations and marketing, and in addition, has
specialist knowledge and extensive experience related to the Company’s business, particularly because she has been
making proposals and recommendations for many years from various perspectives, including that as a committee
member of the National Land Development Council related to the automobile industry.
The Company has nominated Ms. Risa Tanaka again as a candidate for External Director because, by benefitingfrom her knowledge and experience, it can expect to obtain advice from various perspectives on the Company’s
public relations and growth strategies.
While she was serving as an External Director of Japan Post Co., Ltd., that company received administrative
punishment for illegal sales practices on December 27, 2019 from the Minister of Internal Affairs andCommunications and the Financial Services Agency. While serving as an External Director of that company, sheregularly gave advice related to compliance. In addition, she continued to request that the Board of Directors of thecompany take steps to prevent a recurrence after the illegal practices were revealed, and through these efforts,
performed her duties appropriately.
Matters relating to independence
Given her objective and neutral standpoint that is independent from the Company, Ms. Risa Tanaka is unlikely tohave 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.
(Note) The name of Ms. Risa Tanaka in the family register is Risa Saito.

-9-Candidate No.

6

Kumiko Igushi

Reappointment

External

Independent

FemaleBrief personal history, positions and responsibilities
Oct. 2000■ Date of birth
September 3, 1968
■ Number of the Company’s
shares held
0 shares■ Attendance at meetings ofthe Board of Directors
17/17 (100%)■ Number of years as director
3 years (at the close of thisgeneral meeting ofshareholders)Jan. 2003

Sep. 2003

Jun. 2006

Manager of Telecom and MediaDivision of Deloitte Tohmatsu
Consulting Co., Ltd. (nowDeloitte Tohmatsu Consulting
LLC)
Manager of Strategic Planning
Department of Hewlett-Packard
Japan, Ltd. (now Hewlett
Packard Japan, G.K.)
Manager of Liaison Departmentof Strategic Planning Office andconcurrently a chief lobbyist of
Hewlett-Packard Japan, Ltd.
(now Hewlett Packard Japan,
G.K.)
Manager of Business Planning
Department and Manager of
New Business Development
Department at Aon Holdings
Japan, Ltd.
Manager of Sales Market
Development Department at
Aon Risk Management Japan,
Ltd. (now Aon Japan Ltd.)HR Consulting Director at Aon
Consulting Japan, Ltd. (nowAon Solutions Japan, Ltd.)

Jun. 2009

Sep. 2011
Jul. 2012
Sep. 2014

Nov. 2015
Apr. 2016
Jul. 2017
Jul. 2018
Mar. 2020
Dec. 2021
May 2022

Acquired the master of public
administration degree (MPA) at
Graduate School of Public
Administration, Harvard
University
Manager - Strategy and Market
Development -, Global Business
Service at IBM Japan, Ltd.
Associate Partner, Consulting
Department, Global Business
Service at IBM Japan, Ltd.
Established, and President andRepresentative Director(CEO&COO) of K.K.
Kasumigaseki Sogo Kenkyusho
External Director of USEN
Corporation
External Director of Amagasa
Co., Ltd.
External Director of USENNEXT HOLDINGS Co., Ltd.
External Director of Visionary
Holdings Co., Ltd (present)
External Director of theCompany (present)
Advisor to USEN-NEXT
HOLDINGS Co., Ltd.
External Director of Samantha
Thavasa Japan Limited (present)

Reason for the selection as a candidate for External Director and expected roles
Ms. Kumiko Igushi engaged in business strategies and other services in companies that operatebusinesses globally, and has specialist knowledge and extensive experience concerning new businessdevelopment and overseas business expansion in particular.
The Company has nominated Ms. Kumiko Igushi again as a candidate for External Director because,by benefiting from her knowledge and experience, it can expect to obtain advice from various
perspectives on the Company’s new business management and overseas expansion.
Matters relating to independence
The Company considers Ms. Kumiko Igushi to be a candidate for independent director because, given
her objective and neutral standpoint that is independent from the Company, she is unlikely to haveconflicts of interest with general shareholders, and satisfies the requirements for independent officers
as specified by the Tokyo Stock Exchange.

- 10 -

(Note) 1.
2.
3.

4.

5.

There are no special interests between any candidate for director and the Company.
The candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are nominated as External
Directors.
The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and
Ms. Kumiko Igushi as Independent Directors stipulated by the Tokyo Stock Exchange. If the re-appointment of the External
Director candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are approved, theCompany plans to keep them as Independent Officers.
The Company has entered into liability limitation agreements with Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka
and Ms. Kumiko Igushi pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages asprovided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment of External Director candidates Mr.
Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi is approved, the Company will extend the termof the agreement. The limitation of liability for damages under these agreements is the amount specified by laws andregulations, 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.
The Company entered into a liability insurance agreement for executive officers, etc. with an insurance company as stipulated
in Article 430-3, paragraph 1 of the Companies Act to make sure that every officer, executive director and employee who isin a managerial or supervisory position at the Company or its subsidiaries is compensated for losses and damages incurred byhim/her according to the said insurance. The candidates will be the insured under the insurance policy if they are appointed
and take office as a Director. The insurance policy is scheduled to be renewed with the same coverage- 11 -

〈Reference〉Expertise and careers (skills matrix) of Directors and Corporate Auditor's Board members
In the skills matrix for the Company’s officers, namely, directors and Corporate Auditor’s Board members,
skills are defined separately depending on whether officers are executive directors or non-executive
directors as indicated below.
(●) Executive director: Officer’s skills that should be demonstrated for the execution of operations(■) Non-executive director: Officer’s specific skills that the Company expects to be demonstrated.
If the election of all directors proposed in the notice of convocation is approved, the skills matrix for
the Company’s directors and Corporate Auditor’s Board members are shown as below.
Expertise and Experience
Name

Positions at the Company
after the election

Kenji Oyama

Representative Director,
President and CEO●●

Kenichi Yamanaka

Executive Vice
President and Director●●

Morio Kizawa

External Director■■

Hiroshi Takada

External Director

■

■

■

Risa Tanaka

External Director■■

Kumiko Igushi

External Director

Kenji Hirasawa

Overall
Industry International
management knowledge experience●

Sales andmarketingTechnologies
and R&D

ICT

●

●

●

●

Full-time Corporate
Auditor■■Tsuyoshi Nishimoto

External Corporate
Auditor■Hideto Ozaki

External Corporate
Auditor

1.
2.
3.
4.
5.
6.
7.
8.

■

■

■

●

●
●

(Note)●

Legal affairs
Finance andand riskaccounting
management■■

General management: Management experience at listed companies required to make management decisions while also taking
appropriate risk-taking into accountIndustrial knowledge: Deep knowledge about industries surrounding the Company and SaaS-based businesses
Overseas experience: Management experience backed by global perspectives nurtured at international companies
Sales and marketing: Knowledge of sales activities and marketing that have a direct impact on sales and profitability of companies.
Technology and research & development: Knowledge about research and development activities with a focus on software
ICT: Knowledge about the utilization of digital information by means of telecommunication technologies such as the Internet
Legal affairs: Knowledge about risk management and the experience thereof required to facilitate sound and stable management, while
simultaneously taking laws and compliance into consideration.
Finance and accounting: Knowledge about financial strategies and general accounting / tax matters at companies and experience thereof- 12 -

Proposal No. 3: Election of Two (2) Substitute Corporate Auditors
The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a shortfallin the number of Corporate Auditors specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Junichi Yamaguchi 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.

Candidate No.

1■ Date of birth
September 29, 1957
■ Number of the Company’s
shares held
0 shares

Junichi Yamaguchi
Brief personal history and positions
Apr. 1981
Joined Japan Airlines Co., Ltd.
Apr. 2006
Vice President in charge of Asia
& Oceania at Japan Airlines
International Co., Ltd. (nowJapan Airlines Co., Ltd.)
Feb. 2010
General Manager of the General
Affairs Department at Japan
Airlines Co., Ltd.
May 2010
President at JAL Sunlight Co.
Ltd.

Apr. 2014
Jan. 2018
Apr. 2020

Managing Director of JAL
FOUNDATION
Joined the Company andappointed General Manager of
the General Affairs Department
Member of the Company’s
Internal Audit Office and an
employee assisting the
Corporate Auditors (present)

Reason for nomination as candidate for Substitute Corporate Auditor
Mr. Junichi Yamaguchi served Japan Airlines Co., Ltd. in administrative areas. After joining the Company, he was involved in internal
operations as General Manager of the General Affairs Department, and currently engages in an audit services as an employee assisting
the Corporate Auditors. The Company nominated Mr. Junichi Yamaguchi as a candidate for Substitute Corporate Auditor because, byleveraging 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 the Company.

- 13 -

Candidate No.

2■ Date of birthAugust 19, 1982
■ Number of the Company’s
shares held
0 shares

Yusuke Asakura
Brief personal history and positions
Sep. 2007
Passed the bar examination
Dec. 2008
Registered as attorney-at-law
Joined Bingham McCutchen
Murase, Sakai Mimura AizawaForeign Law Joint Enterprise
Sep. 2011
Partner of Sanba Law Firm

External

Mar. 2016
Dec. 2017
Mar. 2018
May 2021

Independent

Substitute External Corporate
Auditor of the Company
External Corporate Auditor of
the Company
Substitute External Corporate
Auditor of the Company(present)
Partner of Akiyama Asakura
Law Office (present)

Important concurrent positions
Partner of Akiyama Asakura Law Office
Reason for nomination as candidate for Substitute External Corporate Auditor
Mr. Yusuke Asakura is a qualified attorney-at-law and expert in corporate law, and has special knowledge and extensive experience.
Although Mr. Yusuke Asakura has not been involved in corporate management in the past, the Company has continued to nominate Mr.
Yusuke Asakura as a candidate for Substitute External Corporate Auditor based on the judgement that he is the right person as an External
Corporate Auditor in terms of ensuring the appropriateness of the execution of the Company’s business, focusing on the reinforcementof the audit capabilities of the Corporate Auditor for the aforementioned reason.
Matters relating to independence
The Company does not have any dealings with the abovementioned law firms and considers Mr. Yusuke Asakura to be a candidate for
Substitute External Corporate Auditor because, given his objective and neutral standpoint that is independent from the Company, he isunlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by
the Tokyo Stock Exchange (TSE).

- 14 -

(Note) 1.
2.
3.
4.

5.

There are no special interests between any candidate for substitute corporate auditor and the Company.
The candidate Mr. Yusuke Asakura is nominated as Substitute External Corporate Auditor.
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 theTokyo Stock Exchange.
If the elections of Mr. Junichi Yamaguchi and Mr. Yusuke Asakura, the candidates for Corporate Auditor, are appointed, theCompany will enter into a liability limitation agreement with each of them pursuant to Article 427, Paragraph 1 of theCompanies 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 limitationof liability is approved only if the applicable Corporate Auditor has executed his or her duties in good faith without committing
gross negligence.
The Company entered into a liability insurance agreement for executive officers, etc. with an insurance company as stipulated
in Article 430-3, paragraph 1 of the Companies Act to make sure that every officer, executive director and employee who isin a managerial or supervisory position at the Company or its subsidiaries is compensated for losses and damages incurred byhim/her according to the said insurance. If Mr. Junichi Yamaguchi and Mr. Yusuke Asakura are elected as Corporate Auditor,
they will also be insured under the agreement.

- 15 -