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 5, 2023
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 28TH 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 28th Annual General Meeting of Shareholders of MTI Ltd. (the “Company”)
will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. Matters subject to measures for electronic provision are provided as the “Notice of the 28th Annual
General Meeting of Shareholders” and the “Other Matters of the 28th Annual General Meeting of
Shareholders for Electronic Provision (Matters Omitting Those Provided As Written Materials)” on the below
website.
The Company’s website: https://ir.mti.co.jp/eng/stocks/shareholders_meeting/In addition to the above website, the Company has also disclosed matters for electronic provision on the
below website of the Tokyo Stock Exchange.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter and search for the Company’s name (MTI) or securities code (9438),
then select “Basic information,” “Documents for public inspection/PR information,” and view “Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting.”
Even if you refrain from attending the meeting, you can exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 4:00 p.m. on Friday, December 22, 2023 in accordance with the guide to exercising voting
rights included in this Notice.
1. Date and Time:

Saturday, December 23, 2023 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
28th Fiscal Year (October 1, 2022 – September 30, 2023), results of audits
by the Accounting Auditor and the Board of Statutory Auditors of the-1-Consolidated Financial Statements and Non-consolidated Financial
Statements for the Company’s 28th Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of ten (10) directors
Proposal 3:
Election of one (1) statutory auditor

-2-

◎
(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. If attending online by proxy, please submit a written power of attorney
and documents to prove your proxy’s identity by post within the following reception period:
Reception period: Tuesday, December 5, 2023 at 10:00 a.m. to Friday, December 15, 2023
at 4:00 p.m. Japan time
Postal address: MTI Ltd. General Affairs Department,
3-20-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo 163-1435, Japan(2)

If you do not indicate your approval or disapproval of each proposal on the returned Voting
Rights Exercise Form, we will assume that you have indicated your approval.

(3)

Method to announce revisions in the matters for electronic provision
Should the matters for electronic provision require revisions, the revised versions will be posted
on each relevant website.

(4)

Measures taken at the venue
1) If you appear to be in poor health, we may have to restrict your admission to the venue.
2) Please note that you may not be able to enter the venue when the seats are full, as the numberof seats is limited.
3) If there are any changes in the proceedings of the meeting, they will be notified on the
Company’s website (https://ir.mti.co.jp/eng/stocks/shareholders_meeting/).

(5)

Response to the electronic provision system
With the enforcement of the revised Companies Act on September 1, 2022 and the approval ofpartial amendments to the Company's Articles of Incorporation at the 27th Annual General
Meeting of Shareholders held on December 24, 2022, it is now possible to provide materials for
the General Meeting of Shareholders electronically via the Internet.
For shareholders who have difficulty in using the Internet, etc., it is possible to receive thematerials of the General Meeting of Shareholders in writing by following the prescribed
procedures. Shareholders who require the materials should contact their securities company or
shareholder registry administrator (Mitsubishi UFJ Trust and Banking Corporation) to receive thematerials in writing (request for delivery of written materials). (A separate fee may be charged forthis service.)
In light of the fact that the electronic provision system has not yet taken root, the convocation
notice for this General Meeting of Shareholders will be uniformly sent in writing as in the past,
regardless of whether or not a request for delivery of the written notice is made. The Company
has not yet decided how it will respond to requests for the General Meeting of Shareholders forthe 29th fiscal year and subsequent fiscal years.

-3-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 440,462,928 yen(2) The effective date of the dividend of surplus
December 25, 2023

-4-

Proposal 2:

Election of ten (10) directors

All ten (10) 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 ten (10) directors is proposed.
The candidates for directors 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%)

Senior Managing Director

15/16(93.8%)

Male

Reelected

3

Hiroshi Matsumoto

Male
Reelected

4Koichi Ishikawa

Attendance at theBoard of Directors
meetings

Managing Operating
Officer─External director
Independent director

External Director

16/16(100%)

External director
Independent director

External Director

16/16(100%)

External director
Independent director

External Director

16/16(100%)

External director
Independent director

External Director

16/16(100%)

External director
Independent director

External Director

Reelected

14/16(87.5%)

Male

External director

External Director

11/13(84.6%)Male
Newlyelected5

Muzhi Zhou

Male
Reelected

6

Hikaru Yamamoto

FemaleReelected

7

Ryosuke Tsuchiya

Male
Reelected

8

Satoshi Fujita

Male
Reelected

9
10

Yoshinori Yokoyama
Hideaki Wada

Male

Reelected(Note) The attendance at the Board of Directors meetings for External Director Mr. Hideaki Wada reflects his
attendance after assuming the office on December 24, 2022.

-5-

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.
11,875,700
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

-6-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
April 1987
June 1997
February 1999
November 1999
November 2002
December 2002
December 2004
January 2007
December 2009
February 2010
June 2012
February 2014
July 2014
April 2015
February 2016

2

Reelected

January 2017

Hiroshi Izumi(February 26, 1965)

April 2018
July 2019
December 2019

April 2021

December 2022

January 2023

October 2023

Joined Japan IBM, Ltd.
Joined Microsoft Japan Co., Ltd.
Joined the Company
Operating Officer and General Manager of IT Business
Department of the Company
Operating Officer and General Manager of Mobile Service
Division of the Company
Director and General Manager of Mobile Service Division of theCompany
Director, Senior Managing Operating Officer and General
Manager of Mobile Service Division of the Company
Director, Operating Vice President and General Manager ofMobile Service Division of the Company
Executive Vice President and General Manager of Mobile
Service Division of the Company
Executive Vice President of the Company
Executive Vice President and General Manager of Healthcare
Business Division of the Company
Executive Vice President, General Manager of Mobile Service
Division, and General Manager of Healthcare Business Divisionof the Company
Executive Vice President and General Manager of Life and
Healthcare Business Division of the Company
Executive Vice President and General Manager of DigitalContent Division of the Company
Executive Vice President, General Manager of LifestyleBusiness Division, and General Manager of Digital Content
Division of the Company
Executive Vice President and General Manager of Life andEntertainment Business Division of the Company
Executive Vice President and General Manager of Life,Entertainment and Sports Business Division of the Company
Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, and General
Manager of Technology Division of the Company
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,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
Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, General Manager
of Technology Division, and General Manager of System
Architect Department (in charge of Solution Business
Department and Cyber Risk Management Office) of theCompany
Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, General Manager
of Technology Division (in charge of Solution Business
Department, Cyber Risk Management Office, and Strategic DX
Business Office) of the Company
Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, General Manager
of Technology Division (in charge of Solution Business
Department, Cyber Risk Management Office, Strategic DX
Business Office, and + Design Department) of the Company(current position)-7-

Number of sharesof the Company
held343,800

No.

Name(Date of birth)

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

Number of sharesof the Company
held

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.

-8-

No.

Name
(Date of birth)

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

Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
Joined CAC Corporation (current CAC Holdings Corporation)
Joined USJ Co., Ltd.
Joined the Company
Operating Officer, General Manager of Corporate Planning
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
169,400
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 Division and General Manager ofCorporate Support Division. 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 by drawing on his expertise in the fields of M&A, finance and investor relations, inaddition to his experience in overall administrative work.
Joined Prodics Co., Ltd.
February 1998
December 1999 Joined the Company
Sole proprietor
April 2003
September 2004 Joined ITSUMO Ltd.
November 2005 General Manager of Contents Distribution Business Departmentof DIGIMERCE Inc.
Joined Gunners LLC
August 2007
Joined the Company
May 2010
October 2012
General Manager of entag! Business Department of theCompany
4,700
March 2014
General Manager of Amusement Business Department of theCompany
January 2016
Operating Officer and General Manager of Amusement Business
Department of the Company
May 2017
General Manager of Smart Contents Business Department of theCompany
January 2019
Managing Operating Officer and General Manager of SmartContents Business Department of the Company (current
position)
Reason for election as a candidate for director
Mr. Ishikawa has a wealth of experience and achievements as a person in charge of the contentsbusiness, and has contributed to the business growth of the Company and its Group companies
through his involvement in the management of the Group companies. The Company elected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company.
April 1992
May 1999
October 2002
October 2004
February 2008

Reelected

3

Hiroshi Matsumoto(August 17, 1969)

Newly elected

4

Koichi Ishikawa(February 13, 1975)

Number of sharesof the Company
held

-9-

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 position
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
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)
Professor, Faculty of Business and Commerce, Keio University
April 2023
(current position)
Significant concurrent positions
Professor, Faculty of Business and Commerce, 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.

- 10 -

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
April 2022

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 Sakakibara Heart Foundation)(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
President of Kokusai Gakuen Education Institute (current
position)

Number of sharesof the Company
held─

Significant concurrent positions
Director of the Sakakibara Heart Foundation
External Director of MNES Inc.
President of Kokusai Gakuen Education InstituteReason 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.
Joined 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.
June 2008
4,000
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 position
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.

- 11 -

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)

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.
Joined HIKARI TSUSHIN, INC.
April 1997
Director of HIKARI TSUSHIN, INC.
June 2004
Managing Director of HIKARI TSUSHIN, INC.
April 2007
Managing Executive Officer and General Manager ofJune 2009
Information and Communications Business Division, HIKARITSUSHIN, INC.
Representative Director of Hello Communications, Inc.
April 2012Managing Director of HIKARI TSUSHIN, INC.
June 2012
Representative Director of Telecom Service Co., Ltd.
April 2013
Director of Water Direct Corporation (current Premium Water
June 2015
Holdings Inc.) (current position)
Vice President and Director of HIKARI TSUSHIN, INC.
June 2017
Reelected
Director of FTGroup CO., LTD.
June 2018
─
Director of ACTCALL INC.
February 2019
Hideaki Wada
President and Representative Director of HIKARI TSUSHIN,
June 2019(December 13, 1973)
INC. (current position)
Director of Hikari Tsushin K.K. (current position)
June 2020
External director
Representative Director of HCMA Alpha Inc.
March 2021
December 2022 External Director of the Company (current position)
September 2023 Representative Director of HCMA Alpha Inc. (current position)
External director
Independent director

10Significant concurrent positions
President and Representative Director of HIKARI TSUSHIN, INC.
Director of Premium Water Holdings Inc.
Director of Hikari Tsushin K.K.
Representative Director of HCMA Alpha Inc.
Reason for election as a candidate for external director and outline of expected roles
Mr. Hideaki Wada has a wealth of achievements and experience and deep insight as a manager. The
Company expects him to give advice on the Company’s management policy, based on his insight, tosustainably enhance corporate value, and elected 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, Mr. Yoshinori Yokoyama and Mr.
Hideaki Wada are candidates for external director. The reasons for election as candidates for external director are- 12 -

3.

4.

5.

6.

7.
8.

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 as external director, the Company believes that they are capable of adequately executing theirduties as external director as mentioned in the “Reason for election as a candidate for external director and outline of
expected roles.”The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will have held the position of external director of theCompany for eight (8) 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 five (5) 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 three (3) years as at the conclusion of this Annual General
Meeting of Shareholders. The candidate Mr. Hideaki Wada will have held the position of external director of theCompany for one (1) year as at the conclusion of this Annual General Meeting of Shareholders.
The Company has filed a notice to the Tokyo Stock Exchange for appointing Mr. Muzhi Zhou, Ms. Hikaru Yamamoto,
Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama as independent directors. If their election isapproved as originally proposed, they will continue to serve as independent directors.
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, Mr. Yoshinori
Yokoyama and Mr. Hideaki Wada to limit their liability for compensation of damages due to the failure to perform theirduties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If their election isapproved as originally proposed, the Company intends to continue the agreements with them.
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, withthe exception of Mr. Kochi Ishikawa, is insured under the insurance policy as incumbent directors of the Company.
Moreover, all directors of the Company elected under this proposal will be insured under the insurance policy. The
Company plans to renew the insurance policy with the same content during the terms of office of the directors includedin this proposal.
MNES Inc., where Mr. Ryosuke Tsuchiya holds a concurrent position, was an equity-method affiliate of the Company,
however as of June 30, 2023, it no longer is an equity-method affiliate of the Company.
HIKARI TSUSHIN, INC., where Mr. Hideaki Wada holds a concurrent position, is an affiliate (other) of the Company.

- 13 -

Proposal 3:

Election of one (1) statutory auditor

Statutory auditor Ms. Takako Okuda will resign at the conclusion of this Annual General Meeting of
Shareholders due to the expiration of her term of office. Accordingly, the election of one (1) statutory auditor
is proposed.
In addition, the Board of Statutory Auditors has previously given its approval to this proposal.
The candidate for statutory auditor is as follows:
Name(Date of birth)

Past experience, significant concurrent positions
and positions at the Company
Suntory Limited
Manager of Wine Business Division, Suntory Limited
Manager of Tokyo Customer Center, Customer
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,
April 2016
Incorporated
Outside Director of ITOCHU-SHOKUHIN Co., Ltd. (current
June 2019
position)
December 2021 External Statutory Auditor of the Company (current
position)

Number of sharesof the Company
heldApril 1979
April 2000
April 2003

Reelected

Takako Okuda(May 7, 1956)
External statutory auditor
Independent statutory
auditor─

Significant concurrent position
Outside Director of ITOCHU-SHOKUHIN Co., Ltd.
Reason for election as a candidate for external statutory auditor
Ms. 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 the candidate and the Company.
2. The candidate for statutory auditor, Ms. Takako Okuda, is a candidate for external statutory auditor. The reasons for her
election as a candidate for external statutory auditor are described in the column below the past experience. Although
Ms. Takako Okuda has no experience involving corporate management directly other than serving 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 statutory auditor”.
3. The candidate for statutory auditor, Ms. Takako Okuda, will have held the position of external statutory auditor of theCompany for two (2) years as at the conclusion of this Annual General Meeting of Shareholders. In addition, theCompany has filed a notice to the Tokyo Stock Exchange for appointing her as an independent statutory auditor. If herelection is approved as originally proposed, she will continue to serve as an independent statutory auditor.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement with Ms. Takako Okuda to limit her liability for compensation of damages due to the failure to perform her
duties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If her election isapproved as originally proposed, the Company intends to continue the agreement with her.
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). The candidate for statutory auditor,
Ms. Takako Okuda, is insured under the insurance policy as an incumbent statutory auditor of the Company, and she
will continue to be insured under the insurance policy if she is elected under this proposal. The Company plans to renew
the insurance policy with the same content during the term of office of the statutory auditor included in this proposal.

- 14 -

(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

Attributes

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

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Hiroshi Izumi

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Hiroshi Matsumoto●

Koichi Ishikawa

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Muzhi Zhou

External
Independent

Hikaru Yamamoto

External
Independent●

Ryosuke Tsuchiya

External
Independent●

Satoshi Fujita

External
Independent●●

Yoshinori Yokoyama

External
Independent

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Hideaki Wada

External

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Statutory auditors
Yasuhiko Niwa

External
Independent

Chie Kasahara

External
Independent

Nariki Yasuda

External
Independent

Takako Okuda

External
Independent

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(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 person holding, directly or indirectly, 10% or moreof all voting rights of the Company; the same hereinafter), or an executive of thatshareholder if it is a corporate entity
b. 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- 16 -

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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