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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Stock Exchange Code: 9438
December 2, 2021
To Shareholders with Voting Rights:
Toshihiro Maeta
President and Chief Executive Officer
MTI Ltd.
3-20-2 Nishi-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 26TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 26th Annual General Meeting of Shareholders of MTI Ltd. (the “Company”)
will be held for the purposes as described below.
To prevent the spread of the novel coronavirus (COVID-19), we would like to ask all our shareholders torefrain from attending the Meeting by all means regardless of their physical condition and exercise their voting
rights in advance in writing or via the Internet, etc. by 5:30 p.m. on Friday, December 17, 2021 upon reviewing
the attached Reference Documents for the General Meeting of Shareholders. Also, the General Meeting of
Shareholders will be live-streamed over the Internet, so please consider using this method instead of visiting
the venue.
1. Date and Time:

Saturday, December 18, 2021 at 10:00 a.m. Japan time

2. Place:

Conference rooms No.1 and No. 2
on the seventh floor of Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome, Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the Company’s
26th Fiscal Year (October 1, 2020 – September 30, 2021), results of audits
by the Accounting Auditor and the Board of Statutory Auditors of theConsolidated Financial Statements and Non-consolidated Financial
Statements for the Company’s 26th Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of nine (9) directors
Proposal 3:
Election of two (2) statutory auditors

-1-

◎
(1)

Notes
Exercise of voting rights by proxyIf you are unable to attend the meeting, you can delegate another shareholder as a proxy, who also
owns voting rights of the Company, to attend the General Meeting of Shareholders. In such a case,please have your proxy submit a written power of attorney, as well as the Voting Rights Exercise
Form at the reception desk.

(2)

Documents provided on the Internet
Based on the provisions stipulated in relevant laws and regulations and Article 15 of theCompany’s articles of incorporation, the following materials are posted on the Company’s website(https://www.mti.co.jp/eng) and are therefore not included in the Appendix to this convocation
notice.
1) Matters concerning share acquisition rights of the Company
2) System to ensure the appropriateness of business operations and its operational status
3) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements4) “Statement of changes in equity” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The Appendix to this convocation notice is part of the documents audited by the Accounting
Auditor and the statutory auditors in the course of the preparation of their audit reports.

(3)

Method to announce the revisions in the Reference Documents for the General Meeting of
Shareholders and Business Report, as well as in Non-consolidated Financial Statements andConsolidated Financial Statements
Should the Reference Documents for the General Meeting of Shareholders and Business Report,
as well as Non-consolidated Financial Statements and Consolidated Financial Statements require
revisions, the revised versions will be posted on the Company’s website(https://www.mti.co.jp/eng).

(4)

The Company’s COVID-19 measures
1) This year, to prevent the spread of COVID-19, we appreciate your cooperation in various
measures taken at the Meeting venue (use of alcohol sanitizers and face masks, temperaturechecks upon arrival, refraining from attendance for shareholders who have a fever or othersymptoms).
2) We may decline the admission of those who fail to cooperate with measures mentioned in 1)
above.
3) Please note that you may not be able to enter the venue when the seats are full, as the numberof seats is limited to ensure social distancing.
4) If there are any changes in the proceedings of the meeting due to the spread of COVID-19,
they will be notified on the Company’s website (https://www.mti.co.jp/eng).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of surplus

The Company positions the increase of its market capitalization through the creation and enhancement ofcorporate value and continuous distribution of profits to shareholders as priority management issues.
Dividends are proposed as follows from the standpoint of maintaining stable dividend payment.
As a result, the annual dividend per share for the current fiscal year is 16 yen.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
8 yen per share of the Company’s common stock, in a total amount of 439,609,328 yen(2) The effective date of the dividend of surplus
December 20, 2021

-3-

Proposal 2:

Election of nine (9) directors

All nine (9) directors will resign at the conclusion of this Annual General Meeting of Shareholders due tothe expiration of their terms of office. Accordingly, the election of nine (9) directors is proposed.
The candidates for director are as follows:
No.

1
2

Name/Attributes

Toshihiro Maeta
Hiroshi Izumi

Current positionat the Company

Reelected

President andChief Executive Officer

16/16(100%)

Male

Executive Vice President

16/16(100%)

Executive Vice President

16/16(100%)

Senior Managing Director

16/16(100%)

External director
Independent director

External Director

15/16(93.8%)

External director
Independent director

External Director

16/16(100%)

External director
Independent director

External Director

16/16(100%)

External director
Independent director

External Director

13/13(100%)

External director
Independent director

External Director

13/13(100%)

Male

Reelected

3

Minoru Takei

Male
Reelected

4

Hiroshi Matsumoto

Male
Reelected

5

Muzhi Zhou

Male
Reelected

6

Hikaru Yamamoto

FemaleReelected

7

Ryosuke Tsuchiya

Male
Reelected

8

Satoshi Fujita

Male
Reelected

9

Yoshinori Yokoyama

Attendance at theBoard of Directors
meetings

Male
Reelected

-4-

No.

Name
(Date of birth)

Reelected

1

Toshihiro Maeta(January 19, 1965)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined Japan IBM, Ltd.
Joined HIKARI TSUSHIN, INC.
Director of HIKARI TSUSHIN, INC.
11,862,100
Managing Director of HIKARI TSUSHIN, INC.
Established the Company
President and Chief Executive Officer (current position)(Reason for election as a candidate for director)
Since founding the Company in 1996, Mr. Maeta has played a leading role in expanding its businessas Representative Director. The Company reelected him as a candidate for director, based on the
judgment that he is capable of making decisions on the important management matters of theCompany, and his leadership over all the officers, drawing on his knowledge and experience inoverall management he has gained to date.
April 1987
December 1988
August 1989
July 1994
August 1996

-5-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined Japan IBM, Ltd.
Joined Microsoft Japan Co., Ltd.
Joined the Company
Operating Officer and General Manager of IT Business
Department of the Company
November 2002 Operating Officer and General Manager of Mobile Service
Division of the Company
December 2002 Director and General Manager of Mobile Service Division of theCompany
December 2004 Director, Senior Managing Operating Officer and General
Manager of Mobile Service Division of the Company
Director, Operating Vice President and General Manager ofJanuary 2007
Mobile Service Division of the Company
December 2009 Executive Vice President and General Manager of Mobile
Service Division of the Company
Executive Vice President of the Company
February 2010
Executive Vice President and General Manager of Healthcare
June 2012
Business Division of the Company
Executive Vice President, General Manager of Mobile Service
February 2014
Division, and General Manager of Healthcare Business Divisionof the Company
Executive Vice President and General Manager of Life andJuly 2014
331,400
Healthcare Business Division of the Company
Executive Vice President and General Manager of Digital
April 2015
Content Division of the Company
Executive Vice President, General Manager of Lifestyle
February 2016
Business Division, and General Manager of Digital Content
Division of the Company
Executive Vice President and General Manager of Life andJanuary 2017
Entertainment Business Division of the Company
Executive Vice President and General Manager of Life,
April 2018
Entertainment and Sports Business Division of the Company
Executive Vice President, General Manager of Life,
July 2019
Entertainment and Sports Business Division, and General
Manager of Technology Division of the Company
December 2019 Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, and General
Manager of Technology Division (in charge of Solution
Business Department) of the Company
Executive Vice President, General Manager of Life,
April 2021
Entertainment and Sports Business Division, General Manager
of Technology Division, and General Manager of System
Architect Department (in charge of Solution Business
Department) of the Company (current position)(Reason for election as a candidate for director)
Mr. Izumi assumed the office of the Company’s director in 2002 and of Executive Vice President
from 2009. Drawing on his business experience at a major IT vender, he has held key positions in IT
development of the Company, in addition to service planning. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company, due to his broad expertise in overall IT service from planningto development.
April 1987
June 1997
February 1999
November 1999

Reelected

2

Hiroshi Izumi(February 26, 1965)

Number of sharesof the Company
held

-6-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined Mitsubishi Corporation
General Manager, Finance Dept. of Mitsubishi Corporation
General Manager, Accounting Dept., Kansai Branch of
Mitsubishi Corporation
President of Mitsubishi Corporation Financial & Management
April 2004
Services (Japan) Ltd.
Senior Vice President of Mitsubishi Corporation
April 2006
Executive Vice President of KANRO CO., LTD.
March 2010
December 2017 Standing Statutory Auditor of the Company
December 2019 Executive Vice President and General Manager of Corporate
7,200
Support Division (in charge of Operation Reform Control
Department, Compliance Promotion Office, Business Risk
Management Office, +Design Department, Quality Control
Center, and Cyber Risk Management Office) of the Company
Executive Vice President, General Manager of Corporate
October 2021
Support Division and General Manager of Corporate PlanningManagement Department (in charge of Operation Reform
Control Department, Compliance Promotion Office, Business
Risk Management Office, +Design Department, Quality Control
Center, and Cyber Risk Management Office) of the Company(current position)(Reason for election as a candidate for director)
Mr. Takei assumed the office of standing statutory auditor and Executive Vice President of theCompany in 2017 and 2019, respectively. He held key positions mainly in finance and accounting
departments at a major general trading company and has experienced corporate management. The
Company reelected him as a candidate for director, based on the judgment that he is capable ofmaking decisions on the important management matters of the Company, also due to his considerable
insight into the Company’s management, business, and organization.
Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
April 1992
Joined CAC Corporation
May 1999
Joined USJ Co., Ltd.
October 2002
Joined the Company
October 2004
Operating Officer, General Manager of Corporate Planning
February 2008
Office and General Manager of Public Relations and IR Officeof the Company
Operating Officer and General Manager of Corporate Planning
January 2009
Division of the Company
139,800
Senior Operating Officer and General Manager of Corporate
January 2010
Planning Division of the Company
Senior Operating Officer and General Manager of Corporate
May 2010
Support Division of the Company
December 2010 Director and General Manager of Corporate Support Division of
the Company
Director of the Company
February 2013
December 2016 Managing Director of the Company
December 2018 Senior Managing Director (in charge of IR Office and businessalliance) of the Company (current position)(Reason for election as a candidate for director)
Mr. Matsumoto assumed the office of the Company’s director in 2010. After joining the Company,
he has served as General Manager of Corporate Planning Office and General Manager of Corporate
Support Division by drawing on his business experience at a bank. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company by drawing on his expertise in the fields of finance andinvestor relations, in addition to his experience in overall administrative work.
April 1974
April 2000
April 2002

Reelected

3

Minoru Takei(February 15, 1952)

Reelected

4

Hiroshi Matsumoto(August 17, 1969)

Number of sharesof the Company
held

-7-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
June 1995
April 2002
January 2005
April 2007

Reelected

5

Muzhi Zhou
(July 2, 1963)
External director
Independent director

Reelected

6

Hikaru Yamamoto(October 2, 1973)
External director
Independent director

April 2007
May 2008
April 2010
April 2012
December 2015

Principal Researcher of International Development Center ofJapan
Associate Professor, Faculty of Economics, Tokyo Keizai
University
Guest Researcher of Policy Research Institute, Ministry of
Finance
Professor, Faculty of Economics, Tokyo Keizai University(current position)
Visiting Professor of Massachusetts Institute of Technology
Guest Researcher of Harvard University
Visiting Professor of University of International Business andEconomics
Specially-appointed Professor of The Chinese Academy of
Sciences
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Professor, Faculty of Economics, Tokyo Keizai University(Reason for election as a candidate for external director and outline of expected roles)
Mr. Muzhi Zhou is engaged in the research on East Asian economies and digital economy atuniversities. He gives advice on the Company’s management policies based on his insight andsupervises the execution of operation from an independent standpoint. The Company continues to
expect him to play the above roles and reelected him as a candidate for external director.
Assistant at Graduate School of Economics, Faculty ofApril 2004
Economics, The University of Tokyo
Lecturer, Faculty of Economics, Seikei University
April 2005
Associate Professor, Faculty of Economics, Seikei University
April 2008
Associate Professor, Graduate School of Business
April 2014
Administration, Keio University (current position)
December 2015 External Director of the Company (current position)
Vice President, Japan Marketing Academy (current position)
April 2019
─Outside Director of POLA ORBIS HOLDINGS INC.
March 2020
(current position)(Significant concurrent positions)
Associate Professor, Graduate School of Business Administration, Keio University
Vice President, Japan Marketing Academy
Outside Director of POLA ORBIS HOLDINGS INC.
(Reason for election as a candidate for external director and outline of expected roles)
Ms. Hikaru Yamamoto is engaged in the research on marketing and consumer behavior atuniversities. She gives advice on the Company’s management policies based on her insight andsupervises the execution of operation from an independent standpoint. The Company continues to
expect her to play the above roles and reelected her as a candidate for external director.

-8-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
April 2006
February 2011

Reelected

7

Ryosuke Tsuchiya(January 16, 1946)
External director
Independent director

Reelected

8

Satoshi Fujita(March 3, 1944)
External director
Independent director

April 2011
April 2014
June 2014
December 2018
November 2019
April 2021

Head of the Central Hospital of the National Cancer Center(current National Cancer Center Hospital)
Director of the Japan Research Promotion Society for
Cardiovascular Diseases (current position)
Director of the Japanese Foundation for Cancer Research
Chief Director of Kanagawa Prefectural Hospital Organization
Director of the Japan Health Sciences Foundation
External Director of the Company (current position)
External Director of MNES Inc. (current position)
Vice President of Kokusai Gakuen Education Institute (current
position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Director of the Japan Research Promotion Society for Cardiovascular Diseases
External Director of MNES Inc.
Vice President of Kokusai Gakuen Education Institute(Reason for election as a candidate for external director and outline of expected roles)
Mr. Ryosuke Tsuchiya is engaged in medical research at various institutions, and also has experiencein organizational management. He gives advice on the Company’s management policies based on his
insight and supervises the execution of operation from an independent standpoint. The Company
continues to expect him to play the above roles and reelected him as a candidate for external director.
Nippon Telegraph and Telephone Public Corporation
July 1969
President of NTT International Network Company
October 1997
Executive Vice President and General Manager of Global
June 2002
Service Business, NTT Communications Corporation
Full-time Audit & Supervisory Board Member of NTT
June 2003
DOCOMO, INC.
President and CEO of Alcatel-Lucent Japan Ltd.
April 2006
Director of IT-it CO., LTD. (current position)
June 2008
2,000
President of Infinera Japan K.K.
March 2009
September 2011 Advisor of the Company
Executive Advisor of Juniper Networks, Inc. (current position)
April 2016
December 2020 External Director of the Company (current position)(Significant concurrent positions)
Director of IT-it CO., LTD.
Executive Advisor of Juniper Networks, Inc.
(Reason for election as a candidate for external director and outline of expected roles)
Mr. Satoshi Fujita has a wealth of experience and deep insight as a manager. He gives advice on the
Company’s management policies based on his insight and supervises the execution of operation froman independent standpoint. The Company continues to expect him to play the above roles andreelected him as a candidate for external director.

-9-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
September 1986
September 1988
July 2002
April 2008
July 2016

Reelected

9July 2017
October 2020

Yoshinori Yokoyama December 2020
(September 16, 1942)
External director
Independent director

Senior Partner, McKinsey & Company
Managing Partner Japan, McKinsey & Company
Representative Director of Igrec SSDI Co., Ltd. (current
position)
Chief Event Promotor, The University of Tokyo Executive
Management Program
Dean, Hiroshima Business and Management School, Prefectural
University of Hiroshima (current position)
External Director of airweave inc. (current position)
Special Research Advisor, Institute of Industrial Science, The
University of Tokyo (current position)
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)Representative Director of Igrec SSDI Co., Ltd.
Dean, Hiroshima Business and Management School, Prefectural University ofHiroshima
External Director of airweave inc.
Special Research Advisor, Institute of Industrial Science, The University of Tokyo(Reason for election as a candidate for external director and outline of expected roles)
Mr. Yoshinori Yokoyama has a wealth of experience and deep insight as a manager. He gives advice
on the Company’s management policies based on his insight and supervises the execution ofoperation from an independent standpoint. The Company continues to expect him to play the aboveroles and reelected him as a candidate for external director.

(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Muzhi Zhou, Ms. Hikaru Yamamoto, Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama are
candidates for external director. The reasons for election as candidates for external director are described in the columns
below the past experiences of each candidate for external director. In addition, concerning Mr. Muzhi Zhou, Ms. Hikaru
Yamamoto and Mr. Ryosuke Tsuchiya, although they have never been involved in corporate management other than asexternal director, the Company believes that they are capable of adequately executing their duties as external director as
mentioned in the “Reason for election as a candidate for external director.”
3. The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will have held the position of external director of theCompany for six (6) years as at the conclusion of this Annual General Meeting of Shareholders. The candidate Mr.
Ryosuke Tsuchiya will have held the position of external director of the Company for three (3) years as at the conclusionof this Annual General Meeting of Shareholders. The candidates Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama will
have held the position of external director of the Company for one (1) year as at the conclusion of this Annual General
Meeting of Shareholders. In addition, the Company has filed a notice to the Tokyo Stock Exchange for appointing all of
the candidates for external director as independent directors. If their election is approved as originally proposed, they
will continue to serve as independent directors.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Muzhi Zhou, Ms. Hikaru Yamamoto, Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita, and Mr. Yoshinori
Yokoyama to limit their liability for compensation of damages due to the failure to perform their duties, to the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If their election is approved as originallyproposed, the Company intends to continue the agreements with them.
5. The Company has purchased a directors and officers liability insurance policy from an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages that the insured will be legally
liable for and dispute costs including litigation expenses, lawyer fees, and arbitration / settlement costs (including thosearising from losing a derivative lawsuit and claims for damages from the Company). Each candidate for director isinsured under the insurance policy as incumbent directors of the Company, and will retain that status if they are reelectedunder this proposal. The Company plans to renew the insurance policy with the same content during the terms of officeof the directors included in this proposal.
6. MNES Inc., where Mr. Ryosuke Tsuchiya holds a concurrent position, is an equity-method affiliate of the Company.

- 10 -

Proposal 3:

Election of two (2) statutory auditors

Statutory auditor Ms. Kazuko Ohya will resign at the conclusion of this Annual General Meeting of
Shareholders. Statutory auditor Mr. Kazuhiko Sakishima will also resign at the conclusion of this Annual
General Meeting of Shareholders due to the expiration of his term of office. Accordingly, the election of two(2) statutory auditors is proposed.
This proposal is made to elect Ms. Takako Okuda, a candidate for statutory auditor, as a substitute forstatutory auditor Ms. Kazuko Ohya, and the term of office for Ms. Takako Okuda shall be the remaining termof office of Ms. Kazuko Ohya, as stipulated in the Company’s articles of incorporation.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidates for statutory auditor are as follows:
No.

Name
(Date of birth)

Past experience, significant concurrent positions
and positions at the Company

Number of sharesof the Company
held

Tokio Marine & Fire Insurance Co., Ltd.
Executive Director and General Manager of General Business
Department No.1, Tokio Marine & Fire Insurance Co., Ltd.
Executive Officer and General Manager of General Business
June 2012
Department No.1, Tokio Marine & Fire Insurance Co., Ltd.
President and Representative Director of Tokio Marine &April 2014
Newly elected
Nichido Risk Consulting Co., Ltd.
─
Outside Director of The Tokio Marine Research Institute
April 2015
Nariki Yasuda
Executive Officer of Nippon Export and Investment Insurance
April 2017
(October 13, 1955)
Executive Officer and General Manager of Osaka Branch,
April 2018
Nippon Export and Investment InsuranceManaging Executive Officer and General Manager of Osaka
External statutory auditor June 2019
Branch, Nippon Export and Investment Insurance
Independent statutory(Reason for election as a candidate for external statutory auditor)
auditorMr. Nariki Yasuda has been involved in management or served as a manager at major insurancecompanies over many years and has a wide range of experience and knowledge. The Company
elected him as a candidate for external statutory auditor in the hope that he will apply such
experience and knowledge to the Company’s audits and provide advice for the continuous
improvement of the Company’s corporate value.
Suntory Limited
April 1979
Manager of Wine Business Division, Suntory Limited
April 2000
Manager of Tokyo Customer Center, Customer
April 2003
Communications Department, Suntory Limited
September 2005 Manager of Kurashi-no-Lab Group, Marketing & Customer
Relations Department, Marketing & Sales Division, Tokyo
Electric Power Company
─General Manager of CS Department, TEPCO Energy Partner,
Newly elected
April 2016
Incorporated
Outside Director of ITOCHU-SHOKUHIN Co., Ltd. (current
June 2019
Takako Okuda
position)(May 7, 1956)
April 1980
July 2010

1

2

External statutory auditor (Significant concurrent positions)
Outside Director of ITOCHU-SHOKUHIN Co., Ltd.
Independent statutory(Reason for election as a candidate for external statutory auditor)
auditorMs. Takako Okuda has been engaged in operations that contribute to improving customer
satisfaction and stakeholder credibility at major companies over many years, in addition to having
insight into marketing, and has a wide range of experience and knowledge. The Company elected
her as a candidate for external statutory auditor in the hope that she will apply such experienceand knowledge to the Company’s audits and provide advice for the continuous improvement of
the Company’s corporate value.

(Notes)1. There are no special interests between each candidate and the Company.
2. The candidates for statutory auditor, Mr. Nariki Yasuda and Ms. Takako Okuda, are candidates for external statutory
auditor. The reasons for election as candidates for external statutory auditor are described in the columns below the pastexperiences of each candidate for external statutory auditor. Although Ms. Takako Okuda’s involvement in corporate
management has been limited to that as an external director, the Company believes that she is capable of adequately
executing her duties as an external statutory auditor as mentioned in the reason for election as a candidate for external- 11 -

3.
4.

5.

statutory auditor.
If the election of Mr. Nariki Yasuda and Ms. Takako Okuda is approved as originally proposed, the Company will file a
notice to the Tokyo Stock Exchange for appointing the candidates as independent statutory auditors.
If the election of Mr. Nariki Yasuda and Ms. Takako Okuda is approved as originally proposed, in accordance with theprovisions of Article 427, Paragraph 1 of the Companies Act, the Company will enter into agreements with them to limit
their liability for compensation of damages due to the failure to perform their duties, to the sum of the amounts stipulated
in each item of Article 425, Paragraph 1 of the said Act.
The Company has purchased a directors and officers liability insurance policy from an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages that the insured will be legally
liable for and dispute costs including litigation expenses, lawyer fees, and arbitration / settlement costs (including thosearising from losing a derivative lawsuit and claims for damages from the Company). If each candidate is elected external
statutory auditor, each of them will be insured under the insurance policy, and the Company plans to renew the insurance
policy with the same content during their terms of office.

- 12 -

(Reference) Management structure subject to approval of Proposal 2 and Proposal 3 (plan)• The table below does not represent all kinds of knowledge held by candidates.
Expertise / Experience

Name

Corporate
management/
Business
Strategy

Technology
development/
MarketingMarketdevelopment

IT/
Security

Personnel &labor affairs/
Finance andLegal affairs/
Organization/
Globalaccounting/
Risk
Human
experiences
M&A
management
resourcesdevelopment

Directors
Toshihiro Maeta

●

●

●

Hiroshi Izumi

●

●

●

Minoru Takei

●

●

●

●

Hiroshi Matsumoto

●

●

●

●

Muzhi Zhou

●

●
●

●

●

Hikaru Yamamoto●

Ryosuke Tsuchiya

●

●
●
●

Satoshi Fujita●●

Yoshinori Yokoyama

●

●

●
●

●

●

Statutory auditors
Yasuhiko Niwa●●

Chie Kasahara
Nariki Yasuda
Takako Okuda

●

●

●

●

●
●

●

●

- 13 -

(Reference: Proposal 2 and Proposal 3)[Policies and procedures for nominating candidates for director]
It is the Company’s policy to elect candidates for director who have the knowledge, experience, andabilities necessary to create medium- to long-term corporate value, in addition to excellent personality andhigh ethical standards, and who can appropriately fulfill their roles and responsibilities. In accordance withthis policy, when nominating a candidate for director, the representative director prepares a draft proposal ofcandidates for director, consults with the Nomination and Remuneration Committee, and submits the proposal
to the Board of Directors based on a report from the Nomination and Remuneration Committee, and once theBoard of Directors approves the proposal, it is presented to the general meeting of shareholders. The majorityof members of the Nomination and Remuneration Committee are external officers or external experts toensure the objectivity, timeliness, and transparency of the Company’s decision-making.
As for the policy for electing external directors, the Company seeks to offer positions to people who havea high degree of expertise and meet the criteria stipulated in the Company’s “Standard for Determining theIndependence of External Officers,” in addition to the above qualities.
[Policies and procedures for nominating candidates for statutory auditor]
Candidates for statutory auditor are recommended by representative directors to the Board of Statutory
Auditors, considering their personality, knowledge, experience, abilities, and expertise. After deliberation by
the Board of Statutory Auditors, a proposal of candidates consented by the Board of Statutory Auditors is
submitted to the Board of Directors, and once the Board of Directors approves the proposal, it is presented
to the general meeting of shareholders.
As for the policy for electing external statutory auditors, the Company seeks to offer positions to people
who meet the criteria stipulated in the Company’s “Standard for Determining the Independence of External
Officers.”[Standard for Determining the Independence of External Officers]
To establish a corporate governance structure that enables highly transparent management and a strong
management oversight function and to improve corporate value, the following criteria is used for determining
the independence of the Company’s external officers (external directors and external statutory auditors). (Aperson who does not fall under any of the following categories is considered to be independent.)
1. A person who is currently or has been over the past ten years a director (excluding external directors),
statutory auditor (excluding external statutory auditors), operating officer, other employee and thelike (collectively, “executive”) of the Company, its current subsidiaries and affiliates (collectively,
the “Group”)
2. A person who falls or has fallen under over the past three years any of a through j below
a. A major shareholder of the Company (a shareholder with 10% or more of all voting rightsof the Company; the same hereinafter), or an executive of that shareholder if it is a corporate
entityb. An executive of a company for which the Company is a major shareholder
c. A person for whom the Group is a major business partner (a person who has recorded 2%
or more of its annual consolidated sales for the most recent fiscal year or 100 million yen,whichever is greater, from the Group) or an executive of that corporate entity if it is a
corporate entity
d. A major business partner of the Company (a person who pays the Company the amountexceeding 2% of the Company’s total annual consolidated sales for the most recent fiscal
year), or an executive of that business partner if it is a corporate entity
e. An entity who receives donations or aid from the Group in excess of a certain amount (anaverage of 10 million yen per year for the past three fiscal years or 30% of the averageannual total cost of the organization, whichever is greater), or an executive of that entity if
it is a type of organization
f. A major creditor of the Company, or an executive of the creditor if it is a corporate entity
g. A certified public accountant of the audit corporation for the Group or a person who belongs
to the audit corporationh. An entity who receives annual remuneration of 10 million yen or more in addition to officer
remuneration from the Group as a lawyer, certified public accountant, tax accountant, andconsultant, or an executive of that entity if it is a type of organization
i. A spouse or a relative within the second degree of kinship of a person who falls under any- 14 -

of a through h above (excluding those who are not important)
An officer of a company that receives officers (meaning directors or statutory auditors; thesame hereinafter) from the Group
3. Any other person who may permanently have a substantial conflict of interest with generalshareholders of the Company due to circumstances other than those considered in the categories 1
and 2 above
4. Even if a person falls under any of the items in the category 2 above, the Company may designate
the person as its independent officer if the person is considered to present effectively no risk of
conflict of interest with general shareholders, provided that the Company explains publicly why the
person is deemed to satisfy the requirements of external directors or external statutory auditors inaccordance with the Companies Act and to be suitable as an independent officer of the Company.
j.

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