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 this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 3673
March 8, 2021
To Our Shareholders
4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo
Broadleaf Co., Ltd.
Kenji Oyama, President and Representative Director
NOTICE OF THE 12TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to inform you that the 12th Annual General Meeting of Shareholders (the “Meeting”) of Broadleaf Co., Ltd.
(the “Company”) will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights by electromagnetic means (Internet, etc.) or inwriting (by mail). Please review the accompanying Reference Documents for the General Meeting of Shareholders before
exercising your voting rights.

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 26, 2021 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)
1. The Business Report and the Consolidated Financial Statements for the 12th Fiscal Year(from January 1, 2020 to December 31, 2020) 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 12th Fiscal Year (from January 1,
2020 to December 31, 2020)
Appropriation of Surplus
Election of Six (6) Directors
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 Form and return it so that itis received by 5:30 p.m. on Thursday, March 25, 2021 (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/), vote for or against the proposals,by 5:30 p.m. on Thursday,
March 25, 2021 (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 dateyour 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.
◎ If you plan to attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk upon yourarrival. For the purpose of saving resources, we will refrain from distributing related materials. So please be sure to bringthis notice with you.
◎ The consolidated statements of changes in equity and notes to the consolidated financial statements and the nonconsolidated statements of changes in equity and notes to the non-consolidated financial statements are not included in a
notice of convocation because they are published on the Company’s website (https://www.broadleaf.co.jp/ir/stock/meeting/)
pursuant to laws and regulations and provisions in Article 14 of the Articles of Incorporation.
The consolidated statements of changes in equity and notes to the consolidated financial statements and the nonconsolidated statements of changes in equity and notes to the non-consolidated financial statements, which are publishedon the Company’s website, are documents audited by the Accounting Auditor and the Corporate Auditor, and the audit
report is provided on subsequent pages (pages 47 to 52 in Japanese version of the Meeting’s booklet) in this notice ofconvocation.
◎ Any changes in the Business Report, consolidated financial statements, non-consolidated financial statements, orReference Documents for the General Meeting of Shareholders will be reported on the Company'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)－

2 －Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
We regard the return of profits to shareholders as an important management issue.
For the fiscal year under review, the Company will pay a year-end dividend of 6.6 yen for one share of its common stock (which
increases its annual dividend to 13.2 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
6.6yen per share of common stock of the Company, or 602,380,298 yen in total
3. Date on which dividends from surplus shall be effective
March 29, 2021

[Reference]
9th Fiscal Year
(FY2017)

10th Fiscal Year
(FY2018)

11th Fiscal Year
(FY2019)

12th Fiscal Year
(FY2020)(Forecast)

Annual dividend pershare (Note)

11.0 yen

12.0 yen

13.0 yen

13.2 yen

Dividend payout
ratio

50.4%

39.5%

36.7%

46.9%

(Notes) 1. The abovementioned amounts of the annual dividend show figures that reflect a 2-for-1 common stock split
conducted by the Company, which became effective on April 1, 2018.
2. The Company prepares the consolidated financial statements in accordance with IFRS from the previous
consolidated fiscal year (9th fiscal year) and calculates the dividend payout ratio in conformity with IFRS.

－

3 －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:

Name

Current positions andresponsibilities in the
Company

Attendance atmeetings of theBoard ofDirectors

Properties

1

Kenji Oyama

President andRepresentative Director

12/12 (100%)

Reappointment2

Kenichi Yamanaka

Executive Vice President
and Director

12/12 (100%)

Reappointment

3

Morio Kizawa

External Director

12/12 (100%)External Director

9/9 (100%)

CandidateNo.

4

Hiroshi Takada

Reappointment External
Independent
Reappointment External
Independent

5

Risa Tanaka

External Director

9/9 (100%)

Reappointment External
Independent

6

Kumiko Igushi

External Director

9/9 (100%)

Reappointment External
Independent－

4 －FemaleFemaleCandidate No.

1Kenji Oyama

Date of birth
September 10, 1968
Number of the Company's shares
held
927,000 shares
Attendance at meetings ofthe Board of Directors
12/12 (100%)

Reappointment

Brief personal history, positions and responsibilities
Apr. 1987 Joined Being Co., Ltd.
Apr. 1989 Director of Being Co., Ltd.
Dec. 1996 President CEO of Being
Investments Corp.
July 2000 Executive Vice President
and Director of Being Co., Ltd.
July 2002 Executive Officer, General
Manager of Marketing Department
and Sales Department of Being Co., Ltd.

Oct. 2005 Consultant of ITX Corporation
Jan. 2006 Executive Vice President andDirector of the Company
June 2006 President and Representative
Director of the Company (present)
Jan. 2015 Advanced Academic Agency’s
Visiting Professor of The Graduate School of
Project Design (present)

Reasons for nomination as candidate for Director
Mr. Kenji Oyama has a great deal of experience and achievements as well as strong leadership with respect to corporate
management. The Company has nominated him again as a candidate for Director, based on the judgment that he is theright person in terms of determining the execution of important duties and supervising the execution of responsibilities byDirectors and Executive Officers.

Candidate No.

2

Kenichi Yamanaka

Date of birth
October 10, 1968
Number of the Company's
shares held
43,574 shares
Attendance at meetings ofthe Board of Directors
12/12 (100%)

Reappointment

Brief personal history, positions and responsibilities
Apr. 1992 Joined Mitsubishi ElectricEngineering Co., Ltd.
Jan. 1996 Joined Being Co., Ltd.
Apr. 2000 Executive Officer of Being Co., Ltd.
May 2005 Assistant Manager of Business
Promotion Office of Being Co., Ltd.
Nov. 2005 Executive Officer of JIMOS Co., Ltd.

Oct. 2010 Executive Officer and General
Manager of Administration Division of theCompany
Jan. 2011 Executive Officer, General
Manager of Administrative Headquarter andGeneral Manager of Corporate Management
Group of the Company
Mar. 2012 Director, Executive Officer andGeneral Manager of Administration Divisionof the Company
Jan. 2014 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 theposition of Executive Officer at the Company. In light of his career, the Company considers that he is the right person interms of facilitating smooth organizational management on a Group-wide basis, and has therefore nominated him again asa candidate for Director.

－

5 －Candidate No.

3

Morio Kizawa

Date of birth
April 8, 1944
Number of the Company's
shares held
14,200 shares
Attendance at meetings ofthe Board of Directors
12/12 (100%)
Number of years as director
9 years(at the close of this general
meeting of shareholders）

Reappointment

External

Independent

Brief personal history, positions and responsibilities
Apr. 1970 Joined Nippon Univac Ltd. (nowNihon Unisys, Ltd.)Mar. 1985 Joined Citizen Watch Co., Ltd.
Sept. 1985 President and Managing Directorof Citizen Europe Ltd.
Feb. 1992 President and Representative
Director, and Vice-President of U.S.
Headquarters of Mentor Graphics Japan
Co. Ltd.

Feb. 1999 President and Representative
Director of Conexant Systems Japan Co., Ltd.
Feb. 2006 President and Representative
Director, and Vice-President of U.S.
Headquarters of Autodesk, Inc.
Mar. 2012 Advisor of Autodesk, Inc.
External Director of the Company (present)

Reasons for nomination as candidate for External Director
Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. and other companies and played an activerole as the manager of an IT company and a global company that engage in software development 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, by leveraging his
knowledge and experience, it can expect to obtain 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 andneutral 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.

－

6 －Candidate No.

4

Hiroshi Takada

Date of birth
December 22, 1946
Number of the Company's
shares held
2,100 shares
Attendance at meetings ofthe Board of Directors
9/9 (100%)
Number of years as director
１year(at the close of this general
meeting of shareholders）

Reappointment

External

Independent

Brief personal history, positions and responsibilities
Apr. 1969 Joined Toyota Motor Sales Co.,
Dec. 2009 President and Representative
Ltd. (now Toyota Motor Corporation)
Director of Toyota Motor Sales & Marketing
Jan. 1995 General Manager of Advertising
Corp. (now Toyota Motor Corporation)
Division of Toyota Motor Corporation
July 2012 Head Director of Organization for
June 2001 Director of Toyota Motor
Small & Medium Enterprises and Regional
Corporation
Innovation
June 2003 Managing Officer of Toyota Motor May 2013 Representative Director of All
Corporation
Japan Radio & Television Commercial
June 2005 Senior Managing Director of
Confederation (now All Japan Confederation
Toyota Motor Corporationof Creativity) (present)
June 2009 Chairman and Representative
July 2019 Representative Director of Japan
Director of Toyota Administa Inc. (nowGeneral Incorporate Association of
Toyota Mobility Tokyo Inc.)
Professionals for Medium and Small Sized
Chairman of Toyota Nagoya Education
Business Management Ltd. (JPBM) (present)
Center Inc.
Mar. 2020 External Director of the Company
Oct. 2009 President and Representative(present)
Director of Toyota Marketing Japan
June 2020 External Director of Chubu
Corporation (now Toyota Motor Corporation) Electric Power Co., Inc.(present)
Important concurrent positions
Representative Director of All Japan Confederation of Creativity
Representative Director of JPBM

Reasons for nomination as candidate for External Director
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 at its group’s sales and marketing affiliates.
In addition, he plays an active role as the head of an organization that undertakes support for the management of mediumand small-sized companies. He has specialist knowledge and extensive experience for the promotion of a range of businesses.
The Company nominated Mr. Hiroshi Takada as a candidate for External Director because by leveraging his knowledge andexperience, it can expect to obtain advice from various perspectives on sales, marketing and new business strategies of theCompany.
Matters relating to independence
The Company considers Mr. Hiroshi Takada to be a candidate for independent director because, given his objective andneutral standpoint that is independent from the Company, he 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 has transactions with Toyota Motor Corporation and its affiliated companies referred to in the above brief
history, which however account for less than one percent of the overall transactions of the Company and each group company.

－

7 －Candidate No.

5

Risa Tanaka

Date of birth
November 14, 1966
Number of the Company’s
shares held
0 shares
Attendance at meetings ofthe Board of Directors
9/9 (100%)
Number of years as director
１year(at the close of this general
meeting of shareholders)

Reappointment

External

Independent

FemaleBrief personal history, positions and responsibilities
Apr. 1993 Joined Sendenkaigi Co., Ltd.
Feb. 2001 Director and Editor-in-Chief ofSendenkaigi Co., Ltd.
Aug. 2010 Director of Japan Association
for Rail Advertising (present)
Apr. 2012 Professor at The Graduate
School of Project Design of Advanced
Academy Agency
Apr. 2014 Executive Vice President andManaging Editor of Sendenkaigi Co., Ltd.
June 2014 External Director of Japan Post
Co., Ltd. (present)

Apr. 2016 President of The Graduate
School of Project Design of Advanced
Academy Agency (present)
Director of Media and Information of
Sendenkaigi Co., Ltd. (present)
July 2018 Member of the 32nd Local
System Research Council (Ministry ofInternal Affairs and Communications)(present)
Jan. 2019 Member of the Central
Environment Council (Ministry of theEnvironment) (present)
Feb. 2019 Member of the Social Capital
Development Council and the Transport
Policy Council (MLIT) (present)
Member of the Fiscal System Council(Ministry of Finance) (present)
June 2019 External Director of SB
Players Corp. (present)
Mar. 2020 External Director of theCompany (present)
Oct. 2020 Member of National Land
Development Council (present)

Important concurrent positions
President of The Graduate School of Project Design of Advanced Academy Agency
Reasons for nomination as candidate for External Director
Ms. Risa Tanaka is experienced in corporate advertising and marketing. She has been executive editor for industry magazinesand 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 in policy recommendations for years. She has
expertise and experience in a wide range of 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 of Internal 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 thatthe Board of Directors of Japan Post take steps to prevent a recurrence and has been performing her duties appropriately.
Matters relating to independence
Given her objective and neutral standpoint that is independent from the Company, Ms. Risa Tanaka is unlikely to haveconflicts 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.
Notes The name of Ms. Risa Tanaka in the family register is Risa Saito.

－

8 －Candidate No.

6

Kumiko Igushi

Date of birth
September 3, 1968
Number of the Company’s
shares held
0 shares
Attendance at meetings ofthe Board of Directors
9/9 (100%)
Number of years as director
１year(at the close of this general
meeting of shareholders)

Reappointment

External

Independent

FemaleBrief personal history, positions and responsibilities
Oct. 2000 Manager of Telecom and MediaDivision of Deloitte Tohmatsu Consulting
Co., Ltd. (now Deloitte Tohmatsu Consulting
LLC)
Jan. 2003 Manager of Strategic Planning
Department of Hewlett-Packard Japan, Ltd.
Sept. 2003 Manager of Liaison Departmentof Strategic Planning Office and concurrently
a chief lobbyist of Hewlett-Packard Japan,
Ltd.
June 2006 Manager of Corporate Planning
Division and manager of New Business
Development Department of Aon Holdings
Japan, Ltd.,Manager of Sales & Market Development
Department of Aon Risk Services Japan Ltd.
(now Aon Japan, Ltd.),
HR Consulting Director of Aon Consulting
Japan Ltd. (now Aon Hewitt Japan Ltd.)

June 2009 Acquired the master of public
administration degree (MPA) at Graduate
School of Public Administration, Harvard
University
Sept. 2011 Manager - Strategy and Market
Development -, Global Business Service at
IBM Japan, Ltd.
July 2012 Associate Partner, Consulting
Department, Global Business Service at IBM
Japan, Ltd.
Sept. 2014 Established, and President andRepresentative Director (CEO&COO) of
K.K. Kasumigaseki Sogo Kenkyusho
Nov. 2015 External Director of USEN
Corporation
Apr. 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)
Mar. 2020 External Director of the Company(present)

Reasons for nomination as candidate for External Director
Ms. Kumiko Igushi engaged in business planning, overseas market development and other operations at Hewlett-Packard
Japan, Ltd. after developing her management consulting career. In addition, she acquired the master of public administration
degree (MPA) at Graduate School of Public Administration, Harvard University. She has extensive knowledge and experiencethat can be utilized for a variety of areas including corporate management.
The Company nominated Ms. Kumiko Igushi as a candidate for External Director because by leveraging her knowledge andexperience, it can expect to obtain advice on overall managerial matters such as new business strategies, operational reforms,
and the reform of organizational and personnel schemes.
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 have conflicts of interest with general shareholders, andsatisfies the requirements for independent officers as specified by the Tokyo Stock Exchange.

－

9 －Notes 1. The information provided with respect to Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi describes
the situation since they became directors on March 24, 2020.
2. There are no special interests between any candidate for director and the Company.
3. The candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are nominated asExternal Directors.
4. 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 reappointment of the External Director candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms.
Kumiko Igushi are approved, the Company plans to keep them as Independent Officers.
5. 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 as provided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment ofExternal Director candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi isapproved, the Company will extend the term of the agreement. 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 theapplicable External Director has executed his or her duties in good faith without committing gross negligence.
6. The Company has entered into directors and officers liability insurance agreement with an insurance company as
stipulated in Article 430-3, paragraph 1 of the Companies Act, and intends to renew this agreement in November
2021. Directors, officers and employees in managerial or supervisory positions at the Company and all its
subsidiaries are insured under this agreement and damages arising from legal action against them in connection
with the execution of their duties are covered by this agreement. If the election of each of the proposed candidates
is approved, each of them shall continue to be insured under this agreement. The insurance premiums under thisagreement are born in full by the Company based on a resolution by the board of directors and the unanimous
approval of the External Directors.

－

10 －

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 shortfall in the number ofCorporate Auditors specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Kinya Ikeda is nominated to fill any vacancy for a
Corporate Auditor who is not an External Corporate Auditor, and candidate 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

Kinya Ikeda

Brief personal history and positions
Date of birth
May 20 , 1959
Apr. 1982 Joined NEC Corporation
Number of the Company's
June 2010 General Manager of Sales
shares held
Coordination / Examination Planning
0 shares
Department of NEC Corporation
June 2012 General Manager of Sales
Coordination / Examination Department of
NEC Corporation
Apr. 2014 General Manager of Audit
Department of NEC Networks & System
Integration Corporation
Apr. 2015 General Manager of Management
Audit Department of NEC Networks &System integration Corporation Senior
General Manager of Safety Quality Control

Apr. 2018 Division of NEC Networks &System Integration Corporation
Aug. 2019 Joined the Company
Jan. 2020 General Manager of Internal Audit
Office of the Company (present)
Mar. 2020 Substitute Corporate Auditors of
the Company (present)

Reason for nomination as candidate for Substitute Corporate Auditor
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 a fair and independent standpoint as the General Manager of Internal
Audit Office of the Company.
The Company nominated Mr. Kinya Ikeda as a candidate for Substitute Corporate 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 carryout his duties as a Corporate Auditor of the Company.

－

11 －

Candidate No.

2

Yusuke Asakura

Date of birthAugust 19, 1982
Number of the Company's
shares held
0 shares

External

Independent

Brief personal history and positions
Sept. 2007 Passed the bar examination
Dec. 2008 Registered as an attorney inTokyo Bar Association
Joined Bingham McCutchen Murase, Sakai
Mimura Aizawa-Foreign Law Joint Enterprise
Sept. 2011 Partner of Miwa Law Firm(present)
Important concurrent positions
Partner of Miwa Law Firm

Mar. 2016 Substitute External Corporate
Auditor of the Company
Dec. 2017 External Corporate Auditor of theCompany
Mar. 2018 Substitute External Corporate
Auditor of the Company (present)

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 tonominate Mr. Yusuke Asakura as a candidate for Substitute External Corporate Auditor based on the judgement that he is theright person as an External Corporate Auditor in terms of ensuring the appropriateness of the execution of the Company’sbusiness, focusing on the reinforcement of 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 is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements forindependent officers as specified by the Tokyo Stock Exchange (TSE).

－

12 －

Notes 1. There are no special interests between any candidate for substitute corporate auditor and the 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 anindependent 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 with each of them pursuant to Article 427, Paragraph 1of the Companies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of theCompanies Act. 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 Corporate Auditor has executed his or
her duties in good faith without committing gross negligence.
5. The Company has entered into directors and officers liability insurance agreement with an insurance company
as stipulated in Article 430-3, paragraph 1 of the Companies Act, and intends to renew this agreement in November
2021. Directors, officers and employees in managerial or supervisory positions at the Company and all its
subsidiaries are insured under this agreement and damages arising from legal action against them in connection
with the execution of their duties are covered by this agreement. Mr. Kinya Ikeda is insured under this agreementon the basis that he is an employee in a managerial and supervisory position and if he is elected as Corporate
Auditor, he will continue to be insured under the agreement. If Mr. Yusuke Asakura is elected as Corporate Auditor,
he will also be insured under the agreement. The insurance premiums under this agreement are born in full by theCompany based on a resolution by the board of directors and the unanimous approval of the External Directors.

－

13 －