NOTICE OF THE CONVOCATION OF
THE 27TH ANNUAL SHAREHOLDERS’ MEETING■Date and Time:
Tuesday, June 21, 2022
1:00 p.m.

■Contents
Convocation Notice ............................................................................. 1
Reference Documents for the Annual Shareholders’ Meeting■Venue:Keidanren Kaikan
Conference Rooms #401-402
1-3-2 Otemachi, Chiyoda-Ku, Tokyo

Shareholders unable to attend
Please review the reference
documents and exercise your voting
rights either by mailing the enclosed
ballot, or via the internet.

Matters to be resolved
Proposed Resolution 1.................................................................... 4
Appropriation of Surplus
Proposed Resolution 2.................................................................... 5
Partial Amendment to the Articles of Incorporation
Proposed Resolution 3.................................................................... 8
Election of Two (2) Directors (excluding Directors who are Audit
and Supervisory Board Members)
Proposed Resolution 4.................................................................. 11
Election of Three (3) Directors who are Audit and Supervisory
Board Members
Proposed Resolution 5 ...................................................................... 15
Election of One (1) Substitute Director who is an Audit andSupervisory Board Member

This unofficial document has been translated from a part of the 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.

Digital Arts Inc.
(Securities Code: 2326)

Dear Shareholders:

Securities Code: 2326
June 7, 2022
1-5-1 Otemachi Chiyoda-ku, Tokyo

Digital Arts Inc.
Toshio Dogu Representative
Director, President and Chief Executive
Officer

NOTICE OF THE CONVOCATION OF THE 27TH ANNUAL
SHAREHOLDERS’ MEETING
You are cordially invited to attend the 27th Annual Shareholders’ Meeting of Digital Arts Inc. (the“Company”).
Considering the ongoing trends in COVID-19 cases, please refrain from visiting the meeting venue on the
day of the meeting to maintain your safety and prevent an increase in infections. You may exercise yourvoting rights in advance in writing or via the Internet in lieu of voting in person at the meeting. After
reviewing the following the reference documents for the Annual Shareholders’ Meeting, please exercise
your voting rights no later than 7:00 p.m. on Monday, June 20, 2022 (JST).
This will be a virtual Shareholders’ Meeting based on hybrid attendance. The Company’s shareholders will
be able to exercise their voting rights via the internet through virtual attendance.

1

Date andTime

2 Venue

Tuesday, June 21, 2022, at 1:00 p.m. (JST)Keidanren Kaikan Conference Rooms #401-402 Located at 1-3-2 Otemachi, Chiyoda-ku,
Tokyo

―1―

3 Agenda

Matters to 1． Business review and Consolidated Financial Statements for FY2021 (Aprilbe
1, 2021 – March 31, 2022) and report by the Accounting Auditor and theReported
Audit and Supervisory Board on the audit results of the Consolidated
Financial Statements
2． Non-Consolidated Financial Statements for FY2021 (April 1, 2021 –March 31, 2022)
Matters to Proposed Resolution 1: Appropriation of Surplus
be Resolved
Proposed Resolution 2: Partial Amendment to the Articles of Incorporation
Proposed Resolution 3: Election of Two (2) Directors (excluding Directors who
are Audit and Supervisory Board Members)
Proposed Resolution 4: Election of Three (3) Directors who are Audit andSupervisory Board Members
Proposed Resolution 5: Election of One (1) Substitute Director who is an Audit
and Supervisory Board Member

Request for refraining from visiting the meeting venue in person
We request that our shareholders cooperate with us in preventing COVID-19 infection by refraining from visiting the venueof the Shareholders’ Meeting. You are asked to kindly exercise your voting rights in advance by mail or on the internet andconsider attending the meeting online.

―2―

NOTES ON THE PREVENTION OF COVID-19 INFECTION
We will take the following measures to prevent an increase in COVID-19 cases when holding and operating the Shareholders’ Meeting. Your
understanding and cooperation would be greatly appreciated.
• The number of seats will be reduced significantly to increase spaces between the seats at the meeting venue. As a result, you may not be able
to enter the venue even if you visit the site in person.
• All those choosing to attend the meeting in person are requested to wear a face mask at all times. We may refuse the entry of any person who
is not wearing a mask at the venue.
• We will take your temperature at the venue if you visit in person. We will refuse entry of any person indicating symptoms such as a fever andcough or otherwise appearing in poor health. Please acknowledge the above in advance.
• The duration of the proceedings of the Shareholders’ Meeting will be significantly reduced from the usual duration.
• We have cancelled the company orientation this year, which is normally held after an Annual Shareholders’ Meeting.
• There will be no souvenirs, beverages, etc. provided to shareholders who attend the Shareholders’ Meeting in person.
• Our employees will be wearing a mask at the venue.
◎ Reports (including audit reports) and detailed explanations of agenda items at the Shareholders’ Meeting will be omitted to reduce theduration of the meeting in an effort to prevent an increase in COVID-19 cases. Please read through the Notice of the convocation of the 27th
annual shareholders’ meeting in advance.
◎ The Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements among the documents to be provided
in the Notice of the Convocation of the Annual Shareholders’ Meeting are omitted from this notice but are posted on the Company’s website(https://www.daj.jp/ir/stock/meeting) pursuant to applicable laws and regulations and the Company’s Articles of Incorporation. The
consolidated and non-consolidated financial statements audited by the Audit and Supervisory Board and Accounting Auditor when preparing
the audit report and accounting report, respectively, include information provided in this document and the Notes to Consolidated Financial
Statements and Notes to Non-Consolidated Financial Statements.
◎ Should the Reference Documents for the Annual Shareholders’ Meeting, Business Report, Non-Consolidated Financial Statements, andConsolidated Financial Statements require revisions, the revised versions will be posted on the Investor Relations section of the Company’s
website (https://www.daj.jp/ir/).

―3―

Proposed
Resolution 1

Appropriation of Surplus

The Company recognizes the return of profits to shareholders as one of its most important management tasks. While
the Company maintains internal reserves to enhance its financial standing, expand existing businesses and develop new
businesses, the Company adopts a basic policy to deliver adequate and stable returns to shareholders, taking into
consideration its operating performance. Based on this policy, the year-end dividend per share for the fiscal year ended
March 31, 2022, would be as follows:

Type of dividend property

CashMattes relevant to dividend property and its total
cash amount40 yen per common stock of the Company
Total cash amount is 561,570,760 yen

Effective date of distribution of surplus

June 22, 2022

―4―

Proposed
Resolution 2

Partial Amendment to the Articles of Incorporation

1. Reasons for proposal(1) The Company proposes the addition of Paragraph 2, Article 10 to its Articles of Incorporation following the enforcementof the Act for Partial Amendment of the Act on Strengthening Industrial Competitiveness (Act No. 70 of 2021), whichallows a shareholders’ meeting to be held without a specified physical venue (a so-called virtual-only shareholders’meeting) in order to increase the number of options for the format of holding Shareholders’ Meetings that is in the interestof shareholders. The revision of Paragraph 2, Article 10, of the Articles of Incorporation is to become effective on thecondition that, in addition to the resolution of this Annual Shareholders’ Meeting, the Company receives confirmationfrom the Minister of Economy, Trade and Industry and the Minister of Justice that the Shareholders’ Meeting held by theCompany without specifying a physical venue meets the requirements of the Ordinance of the Ministry of Economy, Tradeand Industry and the Ordinance of the Ministry of Justice on the day that such confirmation is received.
(2) With the enforcement on September 1, 2022 of the provisions regarding a system for providing Annual Shareholders’Meeting materials in an electronic format as stipulated in the proviso of Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No.70 of 2019), the Company proposes to establish provisions to the effectthat it will adopt measures to provide information which is the content of reference documents for the Annual
Shareholders’ Meeting, etc. in an electronic format and that it may limit the scope of the said information on documents
in writing in cases where shareholders request delivery of the said documents in writing. Moreover, as the existing
provisions regarding disclosure via Internet of reference documents for the Annual Shareholders’ Meeting, etc. anddeemed provision will be unnecessary, the said provisions are proposed to be deleted. The Company also proposes toestablish supplementary provisions that describe the said amendments, including provisions regarding the date ofenforcement of such amendments.
2. Details of amendments
The details of the amendments are shown below.
(The changes are underlined.)
Existing Articles of Incorporation

Proposed Amendments

Article 1 through Article 9 (Omitted)

Article 1 through Article 9 (Unchanged)(Convocation of Shareholders’ Meeting)(Convocation of Shareholders’ Meeting)

Article 10 (Omitted)

Article 10 (Unchanged)
2. The Company may hold its Shareholders’ Meetingas a shareholder meeting without a designatedlocation.

(New)

―5―

Existing Articles of Incorporation

Proposed Amendments

Article 11 through Article 15 (Omitted)

Article 11 through Article 15 (Unchanged)(Disclosure via Internet of Reference Documents for the
Annual Shareholders’ Meeting, etc. and Deemed Provision)
Article 16. In conjunction with the convening of an Annual
Shareholders’ Meeting, information on matters thatshould be described or indicated in reference
documents for the Annual Shareholders’ Meeting,business reports, financial statements andconsolidated financial statements shall be deemed
to have been provided to shareholders, if theCompany discloses such information by any
Internet-based means pursuant to the Ministry ofJustice ordinance.

(Deleted)(New)(Electronic Provision Measure, etc.)
Article 16. Upon convening an Annual Shareholders’Meeting, the Company shall take the measure forelectronic provision of materials with respect toinformation that constitutes the content ofreference documents for the Annual Shareholders’Meeting, etc.
2. The Company may omit all or part of information
specified in the Ordinance of the Ministry of Justiceand provided in an electronic form from documents
delivered to shareholders who have requested
paper-form documents before the record date ofvoting rights.

Article 17 through Article 34 (Omitted)

Article 17 through Article 34 (Unchanged)―6―

Existing Articles of Incorporation[Supplementary Provisions](Omitted)(New)

Proposed Amendments[Supplementary Provisions]
Article 1 (Unchanged)
Article 2. The revision of the current Article 10 (Convocationof Shareholders’ Meeting) of the Articles ofIncorporation takes effect on the day on which the
Minister of Economy, Trade and Industry and theMinister of Justice have verified that the Annual
Meetings of Shareholders without a designatedlocation to be held by the Company satisfy therequirements specified by the Ordinances of the
Ministry of Economy, Trade and Industry and theMinistry of Justice and this Article shall be deleted
when the effective date passes.
Article 3. The deletion of the current Article 16 (Disclosureon the Internet and De Facto Provision of Reference
Documents for the Annual Shareholders’ Meeting,etc.) of the Articles of Incorporation and the
addition of Article 16 (Electronic Provision Measure,etc.) of the proposed revision shall take effect on
the date of enforcement of the revised provision in
the proviso of Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70, 2019) (“Enforcement
Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain valid for any Annual
Shareholders’ Meeting the date of which is a datewithin six (6) months of the Enforcement Date.
3. These Supplementary Provisions shall be deleted on
the date on which six (6) months will have elapsed
from the Enforcement Date or the date on which
three (3) months will have elapsed from the date of
the Annual Shareholders’ Meeting under thepreceding paragraph, whichever is later.

―7―

Proposed
Resolution 3

Election of Two (2) Directors (excluding Directors who are Audit andSupervisory Board Members)

The terms of office for all two (2) Directors (excluding Directors who are Audit and Supervisory Board Members) will
expire at the conclusion of this Meeting. Therefore, the Company asked for two (2) Directors to be appointed.
The candidates are as follows:

No.

Name

Current Position and Responsibilities
at the Company

Board Meeting
Attendance

1

Toshio Dogu

Reelection

Representative Director, President
and Chief Executive Officer

100%(13/13)

2

Takuya Matsumoto

Reelection

Director, General ManagerDevelopment100%(13/13)―8―

No.

Name (Date of Birth)

Past experience, positions, responsibilities and significant concurrent positions
Oct 1997
Oct 2003
Mar 2005
Nov 2005
Dec 2006
Apr 2011
June 2012
May 2013
Oct 2013
Oct 2013

Reelection

Apr 2014
Nov 2014
Apr 2015

Toshio Dogu

1

(Feb. 17, 1968)

Nov 2015
Apr 2016
Apr 2016
Sep 2016
Apr 2017

Apr 2018
Oct 2019

Representative Director, President & CEO, Digital Arts Inc.
General Manager-Corporate Planning
Director, IQS’ Co., Ltd.
Representative Director, President & CEO, IQS’ Co., Ltd.
Representative Director, President & CEO, DAM Corporation(incumbent)
Director, President & CEO, Digital Arts America, Inc. (incumbent)
Director, Digital Arts Investment, Inc.
Representative Director, President & CEO, Polkast Japan LLC
Representative Director, President & CEO, DA Corporation(incumbent)
Representative Director, President & CEO, DM Corporation(incumbent)
Director, President and CEO, Final Code, Inc.
Representative Director, President & CEO, General ManagerSales, Digital Arts Inc.
Representative Director, President & CEO, General ManagerSales, General Manager-final Code BusinessDirector, Digital Arts Asia Pacific Pte. Ltd. (incumbent)
Representative Director, President & CEO, General ManagerSales
Representative Director, Chairman, Digital Arts Consulting Inc.
(incumbent)
Director, Digital Arts Europe Limited (incumbent)
Representative Director, President & CEO, General ManagerSales, General Manager-Marketing, General Manager-Corporate
Planning
Representative Director, President & CEO, General ManagerSales, General Manager-Marketing
Representative Director, President & CEO, General ManagerSales, General Manager-Marketing, General ManagerCorporation Planning, General Manager- Administration
Representative Director, President & CEO (incumbent)

Number of theCompany shares owned

2,403,125 shares

Feb 2020
Reasons for selection as a candidate:
For many years since the founding of the Company, Toshio Dogu has been directing the management of the Company as the President,
playing an instrumental role in the sustained growth of the Group as a whole by strengthening the Group’s revenue base through theestablishment of business models and developing innovations in Group management to create synergy. Based on his deep insight into
management, his track record, and his advanced skills, the Company considers Mr. Dogu highly qualified for leading the further
development of the Group and has designated him as a candidate for Director.

―9―

No.

Name (Date of Birth)

Reelection

2

TakuyaMatsumoto(Nov 4, 1976)

Past experience, positions, responsibilities and significant concurrent positions
Apr 1999
Apr 2003
Apr 2014
Oct 2016
June 2017
Dec 2017
Apr 2018
Oct 2019

Joined COMAS Co., Ltd.
Joined Digital Arts Inc., Development
Associate General Manager-Development
General Manager-Development
Director, General Manager-Development
Director, General Manager-Development, General ManagerNew Product Development
Director, General Manager-Development (incumbent)
Director, Digital Arts Consulting Inc. (incumbent)

Number of theCompany shares owned

3,070 shares

Reasons for selection as a candidate:
As a developer, Takuya Matsumoto has engaged in a number of the Company’s mainstay products and led new product development,
thereby accelerating the Company’s business growth and innovation and contributing to an increase in the corporate value of theoverall Group. Based on his track record, experience, and advanced specialization, the Company considers Mr. Matsumoto highly
qualified to lead in achieving a continuous increase in the Group’s corporate value and has designated him as a candidate for Director.
(Note) 1. None of the above candidates have any special interest in the Company.
2. The number of the Company shares owned represents figures as of March 31, 2022.
3. The number of the Company shares owned include equity share owned by the Shareholders’ Association made up of Directors.

―10―

Proposed
Resolution 4

Election of Three (3) Directors who are Audit and Supervisory Board
Members

The terms of office of Kiyoto Inomata, Hidekazu Kubokawa, and Masataka Uesugi, who are Directors serving as Audit
and Supervisory Board members, will expire at the conclusion of the 27th Annual Shareholders’ Meeting. Accordingly,
the Company proposes the election of three (3) Directors who serve as Audit and Supervisory Board members. The
submission of this proposal at this Meeting was approved by the Audit and Supervisory Board.
The candidates are as follows:

No.

Name (Date of Birth)

Past experience, positions, responsibilities and significant concurrent
positionsApr 1995
Jan 2003
Jul 2004

Reelection

Kiyoto Inomata

1(Jul 7, 1967)

Nov 2005
Apr 2006
June 2007
June 2008
Apr 2011
Apr 2015
June 2020
June 2020

Joined Tokyo Gas Co., Ltd.
Personnel Dept. (Dispatched to Digital Arts Inc. for management
training)
Seconded to Energy Advance Co., Ltd. (currently Tokyo Gas
Engineering Solutions Corporation)
Joined Digital Arts Inc., Corporate Planning
Deputy General Manager- Development
General Manager-Corporate Planning
Director, IQS’ Co., Ltd.
General Manager-Internal Audit, Digital Arts Inc.
Associate General Manager-Development, General ManagerQuality Assurance
Director (Audit and Supervisory Board Member) (incumbent)
Auditor, Digital Arts Consulting Inc. (incumbent)

Number of theCompany sharesowned

122 shares

Reasons for selection as a candidate:
Kiyoto Inomata has long been working in the corporate and development departments and the Internal Audit Department. He has acomprehensive familiarity with the Group’s businesses and has extensive knowledge of the businesses. Based on his experience andtrack record, the Company believes that he will audit and oversee the performance of the duties of Directors from a fair and objective
standpoint for the improvement of governance and overall business management. For this reason, the Company has designated him
as a candidate for a director serving as an Audit and Supervisory Board member.

―11―

No.

Name (Date of Birth)

Past experience, positions, responsibilities and significant concurrent positions
Nov 1976

2

Number of theCompany shares owned

Joined Chuo Audit Corporation(Currently PricewaterhouseCoopers Arata LLC)
Jul 1986
Founded Kubokawa CPA Office (currently Yotsuya Partners
ReAccounting Firm), Representative Partner (incumbent)
election
Feb 1989
Outside Audit and Supervisory Board Member, SoftBank Corp.
Japan (currently SoftBank Group Corp.)
3,505 shares
Mar 2000
Outside Auditor, Digital Arts Inc.
Hidekazu
June
2005
OutsideCorporate
Auditor,
Kyoritsu
Printing
Co.,
Ltd.
Kubokawa(incumbent)(Feb 20, 1953)
June 2006 Outside Auditor, Pado Corporation
June 2016 Outside Director (Audit and Supervisory Board Member), Digital
Arts Inc. (incumbent)
Reasons for selection as a candidate and expected role:
As a certified public accountant, Hidekazu Kubokawa has expertise in financial affairs and accounting and has built knowledge basedon his experience as an outside director of multiple publicly traded companies. Based on his extensive experience and insight, theCompany expects that he will audit and oversee the performance of the duties of Directors from a fair and objective standpoint inorder to give advice on management policies and strategies and ensure the validity and appropriateness of decisions made by the
management. For this reason, the Company has designated him as a candidate for an Outside Director serving as an Audit andSupervisory Board member.

―12―

No.

Name (Date of Birth)

Past experience, positions, responsibilities and significant concurrent positions
Apr 1995
Apr 1999
Sep 2000
June 2003
June 2013
Dec 2013
Dec 2014

Number of the Company
shares owned

Joined Emori Kawamori Atsumi Law Office
Founded Uesugi Law OfficePartner of Amlec Law and Accounting Firm
Outside Auditor, Digital Arts Inc.
Outside Auditor, Commerce One Holdings Inc. (incumbent)
ReOutside Audit and Supervisory Board Member, Ceres Inc.
election
Outside Audit and Supervisory Board Member, Aiming Inc.
3,505 shares(incumbent)
Mar 2015
Senior Partner, Sakurada Dori Partners (incumbent)
Masataka Uesugi
Mar 2016
Outside Director (Audit and Supervisory Board Member), Fullcast(Jul 31, 1965)
Holdings Co., Ltd. (incumbent)
June 2016 Outside Director (Audit and Supervisory Board Member), Digital
Arts Inc. (incumbent)
Mar 2021
Outside Director (Audit and Supervisory Committee), Ceres Inc.
(incumbent)
Reasons for selection as a candidate and expected role:
Masataka Uesugi is equipped with legal knowledge and broad insight developed from his experience as a lawyer and knowledge
gained from working as an outside director of multiple publicly traded companies. Based on his extensive experience and insight, theCompany expects that he will give advice on raising the transparency and enhancing the supervisory function of the Board of Directors
and will audit and oversee the performance of duties of Directors from a fair and objective standpoint. For this reason, the Company
has appointed him as a candidate for an Outside Director serving as an Audit and Supervisory Board member.
(Note) 1. This candidate has no special interest in the Company.
2. Hidekazu Kubokawa and Masataka Uesugi are candidates for Outside Directors.
3. The Company has concluded contracts for the limitation of liability, by which the liability for damages stipulated in Article 423, paragraph(1) of the Companies Act of Japan is limited by the provision of Article 427, paragraph (1) of the said Act, with its Outside Directors. The
largest amount of compensation based on this agreement is the minimum amount of liability stipulated in Paragraph 1, Article 425 of theCompanies Act. If the reappointment of Kiyoto Inomata, Hidekazu Kubokawa, and Masataka Uesugi is approved, the Company intends tocontinue the liability limitation agreement with them.
4. Hidekazu Kubokawa and Masataka Uesugi are currently Outside Directors serving as Audit and Supervisory Board members, whose term ofoffice will be six years at the conclusion of the upcoming Shareholders’ Meeting.
5. Hidekazu Kubokawa served as an Outside Auditor of the Company between March 2000 and June 2016.
6. Masataka Uesugi served as an Outside Auditor of the Company between June 2003 and June 2016.
7. The Company has notified the Tokyo Stock Exchange, Inc. of both Hidekazu Kubokawa and Masataka Uesugi as independent directors. Whenthey are reappointed, the Company will notify the Tokyo Stock Exchange, Inc. again.
8. The Number of the Company shares owned is the number of shares held as of March 31, 2022.
9. The Number of the Company shares owned includes the number of equities held by the Shareholding Association of the Company’s
Executives.

3

―13―

(Reference) Skills matrix of Directors after the 27th Annual Shareholders’ Meeting
The Company appoints human resources having rich experience, broad insight, and advanced specialization as Directors tosupervise decision making and business management appropriately and at a higher level and to achieve a continuous increasein corporate value. In addition, the Company is improving the function of supervising management, including the performanceof duties and monitoring, by setting up a structure with overall balance, while also considering diversity, after defining theknowledge and experience deemed important in deliberations and decision making at meetings of the Board of Directors.

Name

Positions andresponsibilities in the
Company

Knowledge, experience, and abilities particularly
expected by the Company
Nomination
Legal
Human
IndepeandProduct
affairsndent Remuneratio Corporate develop resources Business Finance Complian ESG
develop Experienc
officer n Advisory managem ment,
AccounticeSustainab
ment e in theent
innovatio
ng
Risk
ility
Committee
Personne industryn1

ToshioDogu

Representati
ve Director

2

TakuyaMatsumotoDirector

3

KiyotoInomata

Director

4

Hidekazu
Kubokawa

Director

5

Masataka
Uesugi

Director

6

Chise
Kuwayama

Director●(Chair)Audit andSupervisory
Board
Member(Full-time)
Audit andSupervisory Exter
Board
nal
MemberAudit andSupervisory Exter
Board
nal
MemberAudit andSupervisory Exter
Board
nal
Member○management

l strategy

○

○

○

○

○

○

○

○

●

●

○

○

●

●

○

○

●

●

Note: This table does not cover all of the knowledge and experience and ability of the Directors.

―14―

○

○

○

○

○

○

○

○

○

○

○

○

Proposed
Resolution 5

Election of One (1) Substitute Director who is an Audit and Supervisory
Board Member

In the event that the Company lacks the number of Audit and Supervisory Board Members required by laws andregulations, the Company hereby request that one (1) Substitute Director who is an Audit and Supervisory Board
Member be elected.
This resolution may be cancelled before the proposed Substitute Director who is an Audit and Supervisory Board
Member assumes office by a resolution of the Board of Directors, subject to the approval of the Audit and Supervisory
Board.
The submission of this proposal at this Meeting was approved by the Audit and Supervisory Board.
The candidate is as follows:
Name (Date of Birth)

Past experience, positions, responsibilities and significant concurrent positions

Number of theCompany shares owned

Aug 1999
May 2003

Partner Attorney, Tokyo Ginza Law OfficePartner Lawyer, AMUREC Law Firm (currently Kasumigaseki Law &Accounting Offices)
June 2004 Outside Auditor, TAKE AND GIVE. NEEDS Co., Ltd
Komei Sasaki
0 sharesApr 2005
Director, Junior College Accreditation Association (currently Japan(Mar 15, 1966)
Association for College Accreditation) (incumbent)
Mar 2015
Senior Partner, Sakurada Dori Partners (Law Office) (incumbent)
June 2016 Outside Director, TAKE AND GIVE. NEEDS Co., Ltd. (incumbent)
Reasons for selection as a candidate and expected role:
Based on the prominent level of this expertise and insight developed from his experience as a lawyer, the Company expects that Komei Sasaki will
give advice on the Group’s management and will appropriately supervise the performance of duties from a practical and multifaceted perspective.
The roles expected to be played by Mr. Sasaki after taking office as an Outside Director include providing opinions and advice on the Company’s
management policies and strategies based on his profound insight and expertise as a lawyer and appropriately performing his duties, such as making
important decisions and supervising the performance of duties.
(Note) 1. This candidate has no special interest in the Company.
2. Komei Sasaki is a candidate for a substitute Outside Director.
3. Komei Sasaki’s independence from the management of the Company as Outside Director:
1) Komei Sasaki has not been a director or taken a position to execute operations of the Company and its affiliates in the past ten years.
2) Komei Sasaki has no plans to receive copious amounts of monetary payments or other financial assets (separate from the compensation
paid for services as Director or Audit and Supervisory Board member) from the Company, its subsidiaries, or its affiliates, and has notreceived such payments for the past two years.
3) Komei Sasaki is not a spouse or a relative (within the three degrees) of an individual involved in the operation of the Company and its
affiliates.
4. When Komei Sasaki assumes office, in accordance with the Article 427, Paragraph 1 of the Corporate Law, the Company will enter into anagreement with Komei Sasaki to limit his liability, as stipulated in Article 423, Paragraph 1 of the Corporate Law. The limit of liability fordamage compensation under this contract is limited to the minimum liability amount specified by Article 425, Paragraph 1 of the Corporate
Law.
5. Komei Sasaki meets the requirements for an independent director under the regulations of the Tokyo Stock Exchange Co., Ltd., and if he isappointed as an Outside Director at this meeting, the Company will notify the Tokyo Stock Exchange Co., Ltd. of his appointment as anindependent officer.

―15―