Note: This 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.

Securities code: 6047
August 10, 2022
To Shareholders with Voting Rights:
Yuya Taketani
Representative Director and President
Gunosy Inc.
2-24-12 Shibuya, Shibuya-ku, TokyoNOTICE OF THE 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 10th Annual General Meeting of Shareholders of Gunosy Inc. (the “Company”),
which will be held as indicated below.
For this year, to prevent the spread of COVID-19 and, more importantly, ensure your safety and security, we ask
you to exercise your voting rights in writing or via the Internet, etc. and refrain from coming to the venue on the
day of the meeting.
Please refer to “Reference Documents for the General Meeting of Shareholders” attached later, and exercise yourvoting rights by 6:30 p.m. on Thursday, August 25, 2022 Japan time.
1. Date and Time: Friday, August 26, 2022 at 10:00 a.m. Japan time (Reception desk opens at 9:00 a.m.)
2. Venue:
SHIBUYA SOLASTA CONFERENCE 4D,
4F SHIBUYA SOLASTA
1-21-1 Dogenzaka, Shibuya-ku, Tokyo
3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 10th Fiscal Year (June 1, 2021
to May 31, 2022), and results of audits by the Financial Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 10th Fiscal Year (June 1, 2021 to May 31,
2022)
Proposals to be resolved:
Proposal 1:
Amendment to the Articles of Incorporation
Proposal 2:
Election of Nine Directors
Proposal 3:
Election of Two Audit & Supervisory Board Members- For those attending the meeting on the day, please submit the enclosed voting form at the reception of the venue.
- To save resources, we ask you to bring this notice of convocation with you.
- In accordance with the provisions of relevant laws and regulations and Article 15 of the Company’s Articles of Incorporation, thedocuments listed below have been posted on the Company’s website* and are not included in this notice of convocation.
Audit & Supervisory Board Members and the Financial Auditor audited not only the documents provided with this notice ofconvocation but also the following documents available on the Company’s website* to prepare an audit report.
 Business report The Company’s structure and policy
 Consolidated financial statements
 Consolidated statements of changes in equity
 Notes to consolidated financial statements
 Non-consolidated financial statements
 Non-consolidated statements of changes in equity
 Notes to non-consolidated financial statements
 Audit report Audit report of the Financial Auditor on the consolidated financial statements
 Audit report of the Financial Auditor-1- Audit report of the Audit & Supervisory Board
Revisions in the reference documents for the general meeting of shareholders, business report, consolidated financial statements,
and non-consolidated financial statements shall be posted on the Company’s website*.
- The results of resolutions at this General Meeting of Shareholders will be posted on the Company’s website* in lieu of sending awritten notice of resolutions.
* The Company’s website: https://gunosy.co.jp/-

Requests to Shareholders- We will provide liquid alcohol disinfectant for our shareholders near the entrance of the venue. (We ask that shareholders attending
the meeting bring and wear masks.)- We will take temperature near the reception of the venue, and people who are found to have fevers, people who appear to be unwell,and people who entered Japan from overseas within three days may be refused entry and be asked to leave. Please let the reception
know if you entered Japan from overseas within three days.
- Staff members at the General Meeting of Shareholders will also be wearing masks and have their temperature and health checked.
- To prevent infection, we set up fewer seats in the meeting room so that enough distances can be kept between seats. We plan toprovide 40 seats. You may be refused entry when all seats are occupied.
- The items to be reported (including the audit report) will be explained concisely at this General Meeting of Shareholders to shorten
the meeting’s duration, from the perspective of preventing the spread of COVID-19. We ask shareholders to look over the notice ofconvocation prior to the meeting.
- We may revise the measures outlined above depending on the situation regarding the spread of the virus and announcements by thegovernment or other institutions ahead of the General Meeting of Shareholders. We would therefore ask that you check for
information regarding this on the Company’s website*.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Amendment to the Articles of Incorporation

1. Reasons for the amendments(1) Addition to the purpose
As preparation for expanding the Company’s businesses and developing the businesses in the future, theCompany proposes amendments to Article 2 (Purpose) of the Articles of Incorporation.
(2) Amendments related to general meetings of shareholders without a designated location
Under the Act for Partially Amending the Act on Strengthening Industrial Competitiveness and Other
Related Laws and Regulations (Act No. 70 of 2021), which came into effect on June 16, 2021, listedcompanies may hold general meetings of shareholders without a designated location (so-called “virtualonly shareholders meetings”) upon stipulating them in their articles of incorporation. In accordance with
the Act, the Company proposes the addition of Paragraph 2 to Article 13 (Convocation) of the Articles ofIncorporation. The Company believes that more options about how to hold general meeting of shareholders
can bring benefits to shareholders, such as making it easier for shareholders to attend meetings anywhere
they live, preventing the spread of various infections, mitigating risks associated with disasters, andbenefiting from a digitally-transformed society.
The Company has received confirmation from the Minister of Economy, Trade and Industry and theMinister of Justice on June 7, 2022, that virtual-only shareholders meetings to be held by the Company
meet the requirements specified by the Order of the Ministry of Economy, Trade and Industry and theMinistry of Justice Order for contributing to strengthening industrial competitiveness while giving due
consideration to securing the interests of shareholders.
(3) Amendments related to the system for providing informational materials for the general meeting ofshareholders in electronic format
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i) Article 15 (Measures, etc. for Providing Information in Electronic Format), Paragraph 1 in “Proposed
amendments” below will be newly established to stipulate that the Company shall take measures forproviding information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format.
(ii) Article 15 (Measures, etc. for Providing Information in Electronic Format), Paragraph 2 in “Proposed
amendments” below will be newly established to set limits on the scope of matters to be recorded in
paper-based documents that are provided to shareholders who request provision of paper-based
documents, in accordance with the Ministry of Justice Order when the Company provides informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. inelectronic format.
(iii) Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) of the current Articles of Incorporation will be deleted, as it will nolonger be required after the introduction of the system for providing informational materials for thegeneral meeting of shareholders in electronic format.
(iv) Supplementary provisions will be established regarding the effectiveness of the aforementioned
establishment and deletion of provisions. The supplementary provisions will be deleted after theprescribed date.
(4) Addition of directors with special titles
In order to build a management system to promptly adapt to changes in the business environment and tofurther strengthen and enhance the management base, the Company proposes to add Director and Chief
Investment Officer, etc. to the directors with special titles specified in Article 22 (Representative Directors
and Directors with Special Titles), Paragraph 3 of the Articles of Incorporation.

-3-

2. Details of the Amendments
The details of the amendments are as follows.
(Underlines indicate amended sections.)
Proposed amendments

Current Articles of Incorporation

Article 2. (Purpose)
Article 2. (Purpose)
The purpose of the Company shall be to engage in the following (Unchanged)
businesses:
1. to 5.
(Omitted)
1. to 5.
(Unchanged)
6. Selling various products by using the Internet and building
6. Selling various products by using the Internet and otherand operating e-commerce sites
means and building and operating e-commerce sites
7. to 13. (Omitted)
7. to 13. (Unchanged)
Article 13. (Convocation)

Article 13. (Convocation)(Omitted)

1. (Unchanged)(Newly established)

2. The Company may hold a general meeting of shareholders
without a designated location for the meeting.

Article 15. (Internet Disclosure and Deemed Provision ofReference Documents of the General Meeting of
Shareholders, Etc.)(Deleted)

When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, non-consolidated financial
statements and consolidated financial statements through theInternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(Newly established)

Article 15. (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
shall not be required to include all or some of those items
designated by the Ministry of Justice Order in statements inthe paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents by therecord date of voting rights.

Article 22. (Representative Directors and Directors with Special Article 22. (Representative Directors and Directors with Special
Titles)Titles)1. (Omitted)

1. (Unchanged)

2. (Omitted)

2. (Unchanged)

3. The Board of Directors may appoint, by its resolution, one
or a small number of Director and Chairmen, Director andPresidents, Director and Vice Presidents, Senior Managing
Directors, Managing Directors, Director and Group CEO,
Director and CEO, Director and COO, Director and CFO,
and Director and CTO.

3. The Board of Directors may appoint, by its resolution, one
or a small number of Director and Chairmen, Director andPresidents, Director and Vice Presidents, Senior Managing
Directors, Managing Directors, Director and Group CEO,
Director and CEO, Director and COO, Director and CFO,
Director and CTO, and Director and CIO, and may also
appoint other Directors with special titles as necessary.

-4-Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)
Article 1. (Effective Date and Transitional Measures for
Provisions Regarding Providing Reference
Documents of the General Meeting of Shareholders,Etc. in Electronic Format)
1. The deletion of Article 15 of the Articles of Incorporation
prior to the amendment by resolution of the general meetingof shareholders for the fiscal year ended May 31, 2022
(hereinafter “Pre-amended Article 15”) and theestablishment of new Articles 15 of the Articles ofIncorporation after the amendment, shall be effective from
September 1, 2022.
2. Notwithstanding the preceding paragraph, the Pre-amended
Article 15 shall remain effective regarding any general
meeting of shareholders held on a date within six months
from September 1, 2022.
3. This Article shall automatically be deleted on the date whensix months have elapsed from September 1, 2022, or threemonths have elapsed from the date of the general meeting ofshareholders in the preceding paragraph, whichever is later.

-5-

Proposal 2:

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of nine Directors.
The nomination of each candidate is decided after consulting with the Nomination and Compensation Committee,
an optional committee where an outside Director serves as chairman and outside Directors constitute the majorityof the members.
The candidates for Director are as follows:
Candidate
No.

1

Name
(Date of birth)

Shinji Kimura(July 30, 1978)

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
April 2003

Joined Dream Incubator Inc.

August 2005

Director, Cirius Technologies, Inc.

March 2007

Founded Atlantis Inc. (currently, Glossom Inc.),
serving as Representative Director

November
2012

Founded SSTJ INVESTMENT Pte. Ltd.
(currently, Das Capital SG Pte. Ltd.), serving as
Director (current position)

November
2013

Representative Director, the Company

December
2015

Outside Director, CrowdWorks, Inc.

May 2016

Founded AnyPay Pte. Ltd. (currently,
Harbourfront Capital Pte. Ltd.), serving as
Director (current position)

June 2016

Founded Pegasus Wings Group Ltd., serving as
Director (current position)

August 2017

Director, the Company

February 2019 Founded Cove Group Pte. Ltd., serving as
Director (current position)
March 2019

Board Member, Drivezy, Inc. (current position)

June 2019

Board Member, Instamojo Inc. (current
position)January 2020

Board Member, Easy Home Finance Limited(current position)

June 2020

Representative Director and Chairman, theCompany (current position)

July 2021

Director, Harbourfront Capital Management
Pte. Ltd. (current position)

October 2021

Director, Gunosy Capital K.K. (current
position)(Significant concurrent positions outside the Company)
Director, Das Capital SG Pte. Ltd.
Director, Harbourfront Capital Pte. Ltd.
Director, Pegasus Wings Group Ltd.
Director, Cove Group Pte. Ltd.
Board Member, Drivezy, Inc.
Board Member, Instamojo Inc.
Board Member, Easy Home Finance Limited
Director, Harbourfront Capital Management Pte. Ltd.
Director, Gunosy Capital K.K.

-6-

5,551,300

Candidate
No.

2

Name
(Date of birth)

Yuya Taketani(March 4, 1989)

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
April 2011

Joined GREE, Inc.

January 2013

Joined the Company

August 2013

Director, the Company

August 2016

Representative Director, the Company

December
2018

Outside Director, CrowdWorks, Inc. (current
position)

June 2020

Representative Director and President, theCompany (current position)

198,200(Significant concurrent positions outside the Company)
Outside Director, CrowdWorks, Inc.

3

Yuki Maniwa(March 3, 1983)

April 2005

Joined Goldman Sachs Japan Co., Ltd.

June 2015

Joined Coubic Inc.
Director, Coubic Inc.

October 2018

Joined the Company
Operating officer, the Company

August 2019

Director, the Company (current position)

October 2021

Representative Director, Gunosy Capital K.K.
(current position)

April 2022

Director, GaragePreneurs Internet Pvt. Ltd.
(current position)

16,000(Significant concurrent positions outside the Company)
Representative Director, Gunosy Capital K.K.
Director, GaragePreneurs Internet Pvt. Ltd.

4

Kentaro Nishio(November 9, 1989)

April 2011

Co-founded Labit Inc.

July 2013

Representative Director, Labit Inc.

August 2014

Director, Labit Inc.
Founded Game8 Inc., serving as Representative
Director

December
2015

Joined the Company

September
2018

Operating officer, the Company

December
2019

Director, Smarprise, Inc. (current position)

May 2020

Outside Director, Monokabu Inc.

August 2020

Director, the Company (current position)

June 2022

Representative Director and Chairman, Game8
Inc. (current position)(Significant concurrent positions outside the Company)
Representative Director and Chairman, Game8 Inc.
Director, Smarprise, Inc.

-7-

50,475

Candidate
No.

5

Name
(Date of birth)

Takuya Sawada(February 25, 1970)

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
April 1994

Joined KDD Corporation (currently, KDDI
Corporation)

April 2016

General Manager for media product technology,
Media and CATV Promotion Sector, KDDI
Corporation

April 2017

General Manager for product strategy, Productand CS Sector, KDDI Corporation

October 2019

General Manager for product strategy, Services
Development Division, Personal Business
Sector, KDDI Corporation

April 2021

Outside Director, Connehito Inc. (current
position)

April 2021

General Manager, 5G xR Media Promotion
Department, Business & Services Development
Division, Personal Business Sector, KDDI
Corporation

August 2021

Director, the Company (current position)

July 2022

General Manager, 5G xR Media Promotion
Department, Business Exploration &Development Division, KDDI Corporation(current position)(Significant concurrent positions outside the Company)
Outside Director, Connehito Inc.
General Manager, 5G xR Media Promotion Department,
Business Exploration & Development Division, KDDI
Corporation-8-―

Candidate
No.

6

Name
(Date of birth)

Suguru Tomizuka(August 20, 1965)

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
April 1988

Joined Recruit Co., Ltd. (currently, Recruit
Holdings Co., Ltd.)

April 2008

Corporate Officer, Recruit Co., Ltd. (currently,
Recruit Holdings Co., Ltd.)

April 2009

Representative Director, Yuko Yuko
Corporation
Representative Director, World Media Agency
Inc.

October 2012

Corporate Officer, Recruit Holdings Co., Ltd.
Representative Director, Recruit Lifestyle Co.,Ltd.

April 2013

Representative Director, Recruit Marketing
Partners Co., Ltd.

April 2016

Representative Director, Recruit Administration
Co., Ltd. (currently, Recruit Co., Ltd.) (Note 9)
Representative Director, Recruit Office Support
Co., Ltd.

April 2018

Founded Tommy Inc., serving as Representative
Director (current position)

June 2018

Outside Director, eole Inc.

August 2018

Outside Director, the Company (current
position)

April 2019

Representative Director, Pocket Culture Co.,Ltd.

June 2021

Director and President, Pocket Culture Co., Ltd.
(current position)
Representative Director, eole Inc. (current
position)

December
2021

Representative Director, Goro, Inc. (current
position)(Significant concurrent positions outside the Company)
Representative Director, Tommy Inc.
Representative Director, eole Inc.
Director and President, Pocket Culture Co., Ltd.
Representative Director, Goro, Inc.

-9-―

Candidate
No.

7

Name
(Date of birth)

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
August 1993

Joined Boston Consulting Group

April 1998

Joined Morgan Stanley Japan (currently,
Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd.)

December
2004

Managing Director, Morgan Stanley Japan(currently, Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)

April 2006

Joined Bain Capital Japan, serving as Managing
Director
Director, Toys “R” Us-Japan, Ltd.

May 2009

Joined Merrill Lynch Japan Securities
Company, Limited, serving as Managing
Director for Investment Banking Department

Junichi Shiroshita(November 13, 1964)
May 2015

Vice Chairman for Investment Banking
Department, Merrill Lynch Japan Securities
Company, Limited

July 2017

Representative Director and Vice Chairman,
Rothschild & Co Japan

January 2018

Representative Director and Chairman,
Rothschild & Co Japan

August 2020

Outside Director, the Company (current
position)―(Significant concurrent positions outside the Company)―

8

Hirokazu Mashita(January 20, 1969)

April 1991

Joined Nomura Securities Co., Ltd.

May 1996

Master of Business Administration (MBA) fromDuke University Fuqua School of BusinessAugust 1996

Seconded to Nomura Securities International,
Inc., serving as Vice President for Investment
Banking Department

October 1999

Joined HIKARI TSUSHIN, INC.

November
1999

President, Hikari International NY Inc.

April 2000

Joined Hikari Tsushin Capital, Inc.
President, HTC America Inc.

November
2000

Director, HIKARI TSUSHIN, INC.

November
2001

Director, IE Group, Inc.

June 2006

Director, HIKARI TSUSHIN, INC.
Representative Director, Hikari AssetManagement, Inc.

December
2007

Director, e-machitown Co., Ltd.

December
2008

Representative Director, e-machitown Co., Ltd.

November
2013

Founded m&s partners Pte. Ltd., serving as
Director (current position)

August 2018

Outside Director, the Company (current
position)

December
2018

Founded Sin Growth Partners Pte. Ltd., serving
as Director (current position)(Significant concurrent positions outside the Company)
Director, m&s partners Pte. Ltd.
Director, Sin Growth Partners Pte. Ltd.

- 10 -―

Candidate
No.

9

Name
(Date of birth)

Lei-Isabelle Nakao(December 22, 1981)

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
April 2007

Joined UBS Securities Japan Co., Ltd.

May 2013

Joined Goldman Sachs Japan Co., Ltd.

October 2013

Joined BNP Paribas Securities (Japan) Limited

October 2015

Joined UBS Securities Japan Co., Ltd.

October 2018

General Manager of Corporate Sales
Department, Fixed Income Division, UBS
Securities Japan Co., Ltd.

November
2020

Executive Director of Financial Products
Department, Global Markets Division, UBS
Securities Japan Co., Ltd.

July 2021

Advisor, GA technologies, Inc. (current
position)

August 2021

Outside Director, the Company (current
position)

June 2022

Outside Director, Grooves Inc. (current
position)―(Significant concurrent positions outside the Company)
Advisor, GA technologies, Inc.
Outside Director, Grooves Inc.
(Notes)

1. Shinji Kimura is Director at Cove Group Pte. Ltd., in which the Company invests. Yuki Maniwa is Director at
GaragePreneurs Internet Pvt. Ltd., in which the Company invests. Takuya Sawada is an employee of KDDI Corporation,
which is a major shareholder and a business partner of the Company and has business transactions with the Company.
There is no special interest between any other candidates for Director and the Company.
2. Suguru Tomizuka, Junichi Shiroshita, Hirokazu Mashita, and Lei-Isabelle Nakao are candidates for outside Director.
3. Suguru Tomizuka, Junichi Shiroshita, Hirokazu Mashita, and Lei-Isabelle Nakao are currently outside Directors of theCompany, and at the conclusion of this meeting, the tenure of Suguru Tomizuka and Hirokazu Mashita will have beenfour years, Junichi Shiroshita two years, and Lei-Isabelle Nakao one year.
4. Suguru Tomizuka has a broad experience and insight into internet media business and corporate management, and his
experience and knowledge can help him provide advice on the management of the Company and supervise theexecution of business. The Company believes that he is well qualified to serve as outside Director and therefore
proposes his reelection. If he is elected, he will serve as the chairman of the Nomination and Compensation Committee
to engage in selecting candidates for the Company’s officers and determining compensation for the officers from an
objective, neutral position.
5. Junichi Shiroshita has played important roles in financial institutions and has a broad experience and deep insight into
the financial, accounting, and capital market sectors, and he is expected to supervise and provide advice on theexecution of business by Directors, specifically from a professional perspective of finance, accounting, and capital
markets. The Company believes that he is well qualified to serve as outside Director and therefore proposes his
reelection. If he is elected, he will serve as a member of the Nomination and Compensation Committee to engage inselecting candidates for the Company’s officers and determining compensation for the officers from an objective,
neutral position.
6. Hirokazu Mashita has a broad experience and insight into global corporate management and investment, and he isexpected to supervise and provide advice on the execution of business by Directors and the improvement of corporate
governance, specifically from a global perspective. The Company believes that he is well qualified to serve as outside
Director and therefore proposes his reelection.
7. Lei-Isabelle Nakao gained various practical experiences in the financial industry and has a deep insight into financial
markets in general while making active efforts to promote women’s participation in society and diversity. Although she
has not been directly involved in corporate management besides acting as an outside officer, she is expected to help the
Board of Directors make decisions properly from different perspectives, and also expected to fairly supervise themanagement of the Company from a professional viewpoint. The Company believes that she is well qualified to serve as
outside Director and therefore proposes her reelection. If she is elected, she will serve as a member of the Nomination
and Compensation Committee to engage in selecting candidates for the Company’s officers and determining
compensation for the officers from an objective, neutral position.
8. The Company has submitted notification to the Tokyo Stock Exchange that Suguru Tomizuka, Junichi Shiroshita, and
Lei-Isabelle Nakao have been designated as independent officers as provided for by the aforementioned exchange. If thereelection of the three candidates is approved, the Company plans for their designation as an independent officer tocontinue.

- 11 -

9. Recruit Co., Ltd. is a company that was renamed when the media and solution business was transferred from Recruit
Holdings Co., Ltd. to it.
10. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with candidates
Takuya Sawada, Suguru Tomizuka, Junichi Shiroshita, Hirokazu Mashita, and Lei-Isabelle Nakao to limit their liability
for damages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability for damages under
this agreement is the minimum liability amount provided for in Article 425, Paragraph 1 of the Companies Act. If thefive candidates are reelected, the Company plans to renew the aforementioned limited liability agreement with them.
11. The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of
duties as an officer, a Director, or a person at a certain position, or receipt of claims pertaining to the pursuit of suchliability. However, in order that the proper performance of duties of the insureds is not impaired, there are certain
reasons for coverage exclusion, such as damages arising from actions where the insured person has full knowledge ofthe action’s illegality. If each candidate is elected and assumes the office as Director, the Company plans to include
every such Director as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew thepolicy with the same terms.

Regarding matters to be described with proposals for electing Directors provided for in Article 74 of theRegulations for Enforcement of the Companies Act, there are no special notes other than the description above.

- 12 -

Proposal 3:

Election of Two Audit & Supervisory Board Members

The terms of office of the Audit & Supervisory Board Members Masakazu Ishibashi and Kenji Shimizu will expire
at the conclusion of this meeting.
Therefore, the Company proposes the election of two Audit & Supervisory Board Members.
The nomination of each candidate is decided after consulting with the Nomination and Compensation Committee,
an optional committee where an outside Director serves as chairman and outside Directors constitute the majorityof the members. In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
April 1998

Number of theCompany’s shares
ownedJoined Square Co., Ltd.

February 2003 Joined Orega Inc.

1

Masakazu Ishibashi(August 18, 1975)

January 2009

Joined Atlantis Co., Ltd. (currently, Glossom
Inc.)

January 2013

Joined the Company

August 2013

Director in charge of Development Division,
the Company

August 2016

Full-time Audit & Supervisory Board Member,the Company (current position)

250,000(Significant concurrent positions outside the Company)―
November
1995

2

Kenji Shimizu(May 24, 1968)

Joined Showa Ota & Co. (currently, Ernst &Young ShinNihon LLC)

October 2002

Joined Ozawa & Akiyama Law Firm

August 2013

Outside Audit & Supervisory Board Member,the Company (current position)

January 2015

Joined Takeichi Law Firm

March 2016

Founded Shimizu Law Firm, serving as
managing lawyer (current position)

March 2016

Outside Auditor, NIHON TECHNO CO., LTD.
(current position)

July 2016

Representative Director, NAGAKOSHI Co.,
Ltd. (current position)

October 2019

Outside Auditor, AXXZIA Inc. (current
position)

July 2020

Outside Director (Audit and Supervisory
Committee Member), gumi Inc. (current
position)―(Significant concurrent positions outside the Company)
Managing lawyer, Shimizu Law Firm
Representative Director, NAGAKOSHI Co., Ltd.
Outside Auditor, NIHON TECHNO CO., LTD.
Outside Auditor, AXXZIA Inc.
Outside Director (Audit and Supervisory Committee Member),gumi Inc.
(Notes)1. There is no special interest between any of the candidates for Audit & Supervisory Board Member and the Company.
2. Kenji Shimizu is a candidate for outside Audit & Supervisory Board Member.
3. Kenji Shimizu is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of thismeeting, his tenure as Audit & Supervisory Board Member will have been nine years.
4. Kenji Shimizu is an attorney at law and a certified public accountant and has a significant knowledge of laws, finance,
and accounting. The Company believes that he is well qualified to serve as Audit & Supervisory Board Member andtherefore proposes his reelection.
5. The Company has submitted notification to the Tokyo Stock Exchange that Kenji Shimizu has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Kenji Shimizu is approved, theCompany plans for his designation as an independent officer to continue.
6. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with candidates
Masakazu Ishibashi and Kenji Shimizu to limit their liability for damages under Article 423, Paragraph 1 of the- 13 -

Companies Act. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for in Article 425, Paragraph 1 of the Companies Act. If Masakazu Ishibashi and Kenji Shimizu are reelected,
the Company plans to renew the aforementioned limited liability agreement with them.
7. The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of
duties as an officer, an Audit & Supervisory Board Member, or a person at a certain position, or receipt of claims
pertaining to the pursuit of such liability. However, in order that the proper performance of duties of the insureds is not
impaired, there are certain reasons for coverage exclusion, such as damages arising from actions where the insured
person has full knowledge of the action’s illegality. If each candidate is elected and assumes the office as Audit &Supervisory Board Member, the Company plans to include every such Audit & Supervisory Board Member as aninsured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the sameterms.

Regarding matters to be described with proposals for electing Audit & Supervisory Board Members provided for in
Article 76 of the Regulations for Enforcement of the Companies Act, there are no special notes other than thedescription above.

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[Reference] Organization of officers (to be achieved after the conclusion of this meeting)
ESG/
Sustainability

Personnel
affairs/
Resource
development

Type

Corporate
management

Shinji Kimura

Representative
Director〇〇

Yuya Taketani

Representative
Director〇〇

Yuki Maniwa

Full-time〇

Kentaro Nishio

Full-time〇

Takuya Sawada

Other

〇

Officer

Director

Finance/
Accounting/M&A

Legal
affairs/
Compliance/Riskmanagement〇

Junichi
Shiroshita

Independent
officer〇〇

Hirokazu
Mashita

Outside〇〇Lei-Isabelle
Nakao

Independent
officer〇Independent
officer

〇

〇
〇
〇

〇

〇

〇
〇

〇
〇

〇

〇

Independent
officer〇〇〇Independent
officerFull-time

Industry
Technoloexperience gy/Product〇SuguruTomizuka

Masakazu
Audit &
IshibashiSupervisory
Kenji Shimizu
Board
NoboruMemberKashiwagi

Globalexperience

〇

〇

〇

〇

〇

*

This table describes what knowledge, experience, or capability is particularly expected for each candidate, and therefore is not acomplete list of their knowledge areas.

*

This table includes a current Audit & Supervisory Board Member.

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