This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities Code: 6412
June 5, 2020
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,
Tokyo, JapanNOTICE OF THE 52ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 52nd Ordinary General Meeting of Shareholders of Heiwa Corporation (the“Company”) will be held as stated below.
To avoid the risk of infection with the novel coronavirus (COVID-19), we strongly recommend ourshareholders to refrain from participating in person on the day of the General Meeting of Shareholders,
and to exercise your voting rights in writing or via the Internet, etc. Please review the Reference
Documents for the General Meeting of Shareholders as described hereinafter, and exercise your voting
rights no later than 6:00 p.m. on Thursday, June 25, 2020.
Notice on Exercising Voting Rights
Exercising Voting Rights at theGeneral Meeting of Shareholders

Shareholders attending the meeting in person arerequested to submit the Voting Right Exercise Form
enclosed with this notice to the reception desk on the
day of the meeting.

Exercising Voting Rights in Writing

Please indicate “for” or “against” for each of the
proposals in the enclosed Voting Right Exercise Form,and return the form to us no later than 6:00 p.m. on
Thursday, June 25, 2020.

Exercising Voting Rights via the Internet,etc.

To exercise your voting rights via the Internet, etc.,
please refer to the attached “Instructions for Exercising
Voting Rights” (omitted in this translation) andexercise your voting rights no later than 6:00 p.m. on
Thursday, June 25, 2020.

-1-

1. Date and Time: Friday, June 26, 2020 at 10:00 a.m.
2. Place:
Grand Ballroom “TENKU” (B1F), Tokyo Dome Hotel
1-3-61 Koraku, Bunkyo-ku, Tokyo
3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 52nd Fiscal
Year (from April 1, 2019 to March 31, 2020) and results of audits by
the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements
2. Non-Consolidated Financial Statements for the 52nd Fiscal Year (from
April 1, 2019 to March 31, 2020)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Twelve (12) Directors
Shareholders attending the meeting in person are requested to submit the Voting Right Exercise Form
enclosed with this notice to the reception desk on the day of the meeting.
A shareholder may exercise his/her voting rights by designating one proxy who is another shareholderof the Company with voting rights. In such cases, please submit a document authorizing the proxy with
the Voting Right Exercise Form enclosed with this notice to the Company at the reception desk.
If the Reference Documents for the General Meeting of Shareholders, Business Report, andConsolidated and Non-consolidated Financial Statements are subsequently revised, the revisions shall be
posted on the Company’s website (https://www.heiwanet.co.jp/ir/finance5.php).
To avoid the risk of infection with COVID-19, we will measure the body temperature of ourshareholders and may deny entry to those perceived to be unwell. We also ask our shareholders attending
the General Meeting of Shareholders to cooperate with our precautionary measures by wearing masks
and making use of the provided alcohol-based disinfectant, etc. Furthermore, please be advised that our
staff also may be wearing masks at the venue. In the event that any other changes that may impact theoperation of the General Meeting of Shareholders occur, the Company will post them on the Company’s
website (https://www.heiwanet.co.jp/ir/finance5.php).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company places top priority on returning profits to shareholders while increasing corporate value.
To be more specific, the Company’s basic policy is to pay stable dividends in comprehensive
consideration of its business plan, financial position, business performance, payout ratio, dividend on
equity ratio, etc.
In accordance with the policy mentioned above, we would like to propose the year-end dividends forthe 52nd fiscal year as follows:(1) Type of dividend property
Dividends will be paid in cash.
(2) Appropriation of dividend property to shareholders and total amount¥40 per share of the Company’s common stock, for a total amount of ¥3,945,458,440(As a result, the annual dividend, including interim dividend of ¥40 per share, would be ¥80
per share in total.)(3) Effective date of dividends from surplus
June 29, 2020-3-

Proposal No. 2: Election of Twelve (12) Directors
The terms of office of all twelve (12) Directors of the Company will expire at the conclusion of thismeeting. Therefore, the Company proposes to elect twelve (12) Directors.
The candidates for Director are as follows:<List of candidates>
Current position and areas of responsibility in
the Company

No.

Name

1

Katsuya Minei

Representative Director and President<Re-election>

2

Toshinobu Moromizato

Representative Director and Vice President,
Chief of Administrative Division<Re-election>

3

Mikio Miyara

Managing Director, Chief of Sales Division<Re-election>

4

Takashi Sagehashi

Managing Director, Chief of Development
Division<Re-election>

5

Yutaka Ohta

Managing Director, Deputy Chief of
Administrative Division<Re-election>

6

Toshio Yoshino

Director, Deputy Chief of Sales Division, incharge of Sales<Re-election>

7

Katsumasa Nakada

Director, Chief of Manufacturing Division<Re-election>

8

Nobuki Katsumata

Director, in charge of Marketing Promotion
Group, in charge of Sales Development IT
Promotion Team, and in charge of Marketing
Team of Administrative Division<Re-election>

9

Hisao Arai

Director, in charge of Sales Support of Sales
Division<Re-election>

10

Yuji Mizushima

Director, Deputy Chief of Development
Division, in charge of Design Group, and in
charge of Development Promotion Group<Re-election>

11

Tamiki Kaneshi

Director<Re-election>

12

Kota Yamaguchi

Outside Director<Re-election><Outside><Independent>-4-

Attributes of candidate

No.

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Feb.

1

1988

Number ofshares of theCompany held

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Mar. 1991
Director of OLYMPIA CO., LTD.
Jul.
1993
Managing Director of OLYMPIA CO.,
LTD.
Jul.
1994
Senior Managing Director of OLYMPIA
CO., LTD.
Jun.
2003
Representative Director and Vice Presidentof OLYMPIA CO., LTD.
May 2005
Representative Director and President of
OLYMPIA CO., LTD.
Jun.
2007
Representative Director and Vice President,
Chief of Development Production Divisionof the Company
Director of OLYMPIA CO., LTD. (current
position)
Katsuya Minei
Feb. 2008
Representative Director and Vice President,(Jun. 8, 1956)
Chief of Development Division of theCompany
611,000<Re-election>
Dec. 2009
Representative Director and Vice President,
Chief of Development Division, in chargeof Planning Group of the Company
Jan.
2012
Outside Director of PGM Holdings K.K.
Jun.
2012
Representative Director and President,
Chief of Development Division and
Manufacturing Division of the Company
Jul.
2012
Representative Director and President,
Chief of Development Production Divisionof the Company
Apr. 2014
Representative Director and President,
Chief of Development Division of theCompanyJun.
2015
Director of PGM Holdings K.K.
Apr. 2018
Representative Director and President of theCompany (current position)
Oct. 2018
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Katsuya Minei served as Chief of Development Division of the Company until 2018, implementing afundamental review of the development system that led to improvements in the Company’s results. He
has also served as Representative Director and President since 2012, demonstrating leadership andcontributing to the development of the Group. The Company judges that this experience and track record
will contribute to sustainable improvements in the corporate value of the Group, and hence it has
nominated him as a candidate for Director.

-5-

No.

2

3

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Jul.

1984

May

1987

Number ofshares of theCompany held

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Jun.
2000
Director of OLYMPIA CO., LTD.
Oct. 2003
Managing Director of OLYMPIA CO.,LTD.
May 2005
Senior Managing Director of OLYMPIA
CO., LTD.
Toshinobu
Moromizato
Jun.
2007
Senior Managing Director, Chief of
Administrative Division of the Company(Dec. 1, 1958)
115,500
Director of OLYMPIA CO., LTD. (current<Re-election>
position)Jan.
2012
Outside Director of PGM Holdings K.K.
Jun.
2012
Representative Director and Vice President,
Chief of Administrative Division of theCompany (current position)
Jun.
2015
Director of PGM Holdings K.K.
Oct. 2018
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Toshinobu Moromizato has extensive experience in the management planning department andadministrative department such as general affairs and personnel, and since 2012, he has contributed to thedevelopment of the Group in his role as the Representative Director and Vice President. The Company
judges that this experience and track record will contribute to sustainable improvements in the corporate
value of the Group, and hence it has nominated him as a candidate for Director.
Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)May 2001
Director of JAPAN SETUP SERVICECORPORATION (current position)
Jun.
2007
Director of OLYMPIA CO., LTD.
Dec. 2009
Executive Officer, Deputy Chief of Sales
Division of the Company
Mikio Miyara(Dec. 22, 1961)
Apr. 2014
Executive Officer, Deputy Chief of Sales
Division, in charge of Sales Headquarters of
60,776
the Company<Re-election>
Jun.
2014
Director, Chief of Sales Division of theCompany
Director of OLYMPIA CO., LTD.
Jun.
2018
Managing Director, Chief of Sales Divisionof the Company (current position)
Dec. 2018
Managing Director of OLYMPIA CO.,LTD. (current position)<Reason for nomination as a candidate for Director>
Mr. Mikio Miyara has been involved in the sales department for many years, and since 2014, he has
contributed to the promotion of the management and sales strategies of the Company in his role as Chiefof Sales Division. The Company judges that this experience and track record will contribute tosustainable improvements in the corporate value of the Group, and hence it has nominated him as a
candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Jan.
Sep.
Apr.
Dec.

4

1988
2000
2006
2009

Number ofshares of theCompany held

Joined the Company
Joined OLYMPIA CO., LTD.
Executive Officer of OLYMPIA CO., LTD.
Executive Officer, in charge of Planning
Team I of Planning Group of Development
Division of the Company
Apr. 2014
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofPachinko Planning Group of the Company
Jun.
2014
Director, in charge of Pachinko Planning
Takashi Sagehashi
Group of Development Division of the(Oct. 18, 1965)
Company
18,000Feb. 2016
Director, in charge of Pachinko Planning<Re-election>
Group and Product Design Team ofDevelopment Division of the Company
Apr. 2016
Director, in charge of Pachinko PlanningGroup of Development Division of theCompany
Apr. 2018
Director, Chief of Development Division of
the Company
Jun.
2018
Managing Director, Chief of Development
Division of the Company (current position)
Apr. 2019
Director of OLYMPIA CO., LTD. (current
position)<Reason for nomination as a candidate for Director>
Mr. Takashi Sagehashi has been involved in the development department for many years, and has
extensive experience in the development of pachinko machines. Since 2018, he has driven thedevelopment of pachinko and pachislot machines as Chief of Development Division. The Company
judges that this experience and track record will contribute to sustainable improvements in the corporate
value of the Group, and hence it has nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Dec.
Apr.

5

2000
2006

Number ofshares of theCompany held

Joined OLYMPIA CO., LTD.
General Manager of Management PlanningGroup of OLYMPIA CO., LTD.
Oct. 2007
Executive Officer, in charge of Management
Planning Group of Corporate Division of
the Company
Apr. 2012
Executive Officer, in charge of Management
Planning Group of the Company
Jun.
2012
Director, in charge of Management PlanningGroup of the Company
Oct. 2012
Director, in charge of Administrative
Yutaka Ohta
Division of the Company(Dec. 25, 1958)
Aug. 2013
Director of Pacific Golf Management K.K.
6,000
Jul.
2014
Director of Pacific Golf Properties K.K.
<Re-election>
Director of Pacific Golf Service K.K.
(current position)
Jul.
2016
Director, Deputy Chief of Administrative
Division of the Company
Jun.
2019
Managing Director, Deputy Chief of
Administrative Division of the Company
Nov. 2019
Managing Director, Deputy Chief of
Administrative Division, and in charge of
Accounting Group of the Company
Apr. 2020
Managing Director, Deputy Chief of
Administrative Division of the Company(current position)<Reason for nomination as a candidate for Director>
Mr. Yutaka Ohta has extensive experience in the management planning department and administrative
department such as finance and personnel. Utilizing the knowledge etc. gained through the experience, he
has striven to strengthen the governance of the Group. The Company judges that this experience andtrack record will contribute to sustainable improvements in the corporate value of the Group, and hence it
has nominated him as a candidate for Director.

-8-

No.

6

7

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Mar.
Apr.

1983
2006

Sep.
Jun.
May

1993
2004
2005

Number ofshares of theCompany held

Joined the Company
Deputy Chief of Sales Division, in charge of
East Japan and Tokyo Branch Manager of
the Company
Jun.
2007
Director, Deputy Chief of Sales Division, incharge of East Japan and Tokyo BranchManager of the Company
Oct. 2007
Director, Deputy Chief of Sales Division, inToshio Yoshinosupervision of East Japan of the Company(Aug. 20, 1963)
Feb. 2008
Director, Chief of Sales Division and in
11,200supervision of East Japan of the Company<Re-election>
Dec. 2009
Director, Chief of Sales Division of theCompany
Apr. 2014
Director, Chief of Sales Division, in chargeof East Japan of the Company
Jun.
2014
Director, Deputy Chief of Sales Division, incharge of East Japan of the Company
Apr. 2017
Director, Deputy Chief of Sales Division, incharge of Sales of the Company (current
position)<Reason for nomination as a candidate for Director>
Mr. Toshio Yoshino has been involved in the sales department for many years, and has contributed to thepromotion of the management and sales strategies of the Company. The Company judges that thisexperience and track record will contribute to sustainable improvements in the corporate value of theGroup, and hence it has nominated him as a candidate for Director.
Joined OLYMPIA CO., LTD.
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Dec. 2009
Executive Officer, Deputy Chief ofKatsumasa Nakada
Development Division of the Company(Feb. 15, 1959)
Director of OLYMPIA CO., LTD. (current
79,508
position)<Re-election>
Apr. 2014
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofEngineering Group of the Company
Jun.
2014
Director, in charge of Engineering Group of
Development Division of the Company
Apr. 2019
Director, Chief of Manufacturing Divisionof the Company (current position)<Reason for nomination as a candidate for Director>
Mr. Katsumasa Nakada has been involved in the development department for many years, and has
extensive experience in all areas of technology, including an understanding of machine mechanisms.
Utilizing his experience, he has been appointed Chief of the Manufacturing Division since 2019. The
Company judges that this experience and track record will contribute to sustainable improvements in thecorporate value of the Group, and hence it has nominated him as a candidate for Director.

-9-

No.

8

9

Name
(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Oct.
Jun.
Apr.

1997
2007
2014

Aug.
Jan.

1982
2005

Number ofshares of theCompany held

Joined OLYMPIA CO., LTD.
Director of OLYMPIA CO., LTD.
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofPachislot Planning Group of the Company
Jun.
2014
Director, in charge of Pachislot Planning
Nobuki KatsumataGroup of Development Division of the(Feb. 3, 1972)
Company
4,756
Director of OLYMPIA CO., LTD.
<Re-election>
Apr. 2019
Director, in charge of Development
Promotion Group of Development Divisionof the Company
Apr. 2020
Director, in charge of Marketing Promotion
Group, in charge of Sales Development IT
Promotion Team, and in charge ofMarketing Team of Administrative Divisionof the Company (current position)<Reason for nomination as a candidate for Director>
Mr. Nobuki Katsumata has been involved in the development department for many years, and has beenutilizing his experience to supervise business operations concerning marketing since 2020. The Company
judges that this experience and track record will contribute to sustainable improvements in the corporate
value of the Group, and hence it has nominated him as a candidate for Director.
Joined the Company
Executive Officer, Deputy Chief of Sales
Division of Sales Business Unit, in chargeof West Japan of the Company
Hisao Arai
(Aug. 23, 1960)
Apr. 2014
Executive Officer, Deputy Chief of Sales
Division, in charge of West Japan of the
1,900
Company<Re-election>
Jun.
2014
Director, in charge of West Japan of Sales
Division of the Company
Apr. 2017
Director, in charge of Sales Support of Sales
Division of the Company (current position)<Reason for nomination as a candidate for Director>
Mr. Hisao Arai has been involved in the sales department for many years, and has contributed to thepromotion of the management and sales strategies of the Company. The Company judges that thisexperience and track record will contribute to sustainable improvements in the corporate value of theGroup, and hence it has nominated him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Jul.
Jan.

10

1994
2005

Number ofshares of theCompany held

Joined the Company
General Manager of Product Strategy
Promotion Group and Group Leader of
Total Marketing Group of Product Strategy
Division of Development Production
Business Unit of the Company
Jul.
2005
General Manager of Administrative Groupof Development Production Business Unitof the Company
Apr. 2006
General Manager of Administrative Groupof Development Production Division of theCompany
Feb. 2008
General Manager of Development
Yuji Mizushima
Promotion Group of Development Divisionof the Company(Apr. 9, 1962)200
Apr. 2014
Executive Officer, General Manager of<Re-election>
Development Promotion Group of
Development Division of the Company
Jun.
2018
Representative Director and President of
AMTEX CO., LTD. (current position)
Apr. 2019
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofPlanning Group, and in charge of DesignGroup of the Company
Jun.
2019
Director, Deputy Chief of Development
Division, in charge of Planning Group, andin charge of Design Group of the Company
Apr. 2020
Director, Deputy Chief of Development
Division, in charge of Design Group, and in
charge of Development Promotion Group of
the Company (current position)<Reason for nomination as a candidate for Director>
Mr. Yuji Mizushima has been involved in the sales, administration, and development departments andserving as Deputy Chief of Development Division since 2019, having cultivated extensive experience andwide-ranging insights. The Company judges that this experience and track record will contribute tosustainable improvements in the corporate value of the Group, and hence it has nominated him as a
candidate for Director.

- 11 -

No.

Name(Date of birth)

Tamiki Kaneshi(Sep. 1, 1953)<Re-election>
11

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Aug.

1984

Sep.
Jul.

1990
1994

Oct.

2003

May

2005

Jun.

2007

Sep.

2009

Jan.

2012

Jun.
Jun.
Oct.

2012
2015
2018

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Senior Managing Director of OLYMPIA
CO., LTD.
Representative Director and Vice Presidentof OLYMPIA CO., LTD.
Representative Director and President of
OLYMPIA CO., LTD. (current position)
Representative Director and President of
OLYMPIA ESTATE CO., LTD. (current
position)
Outside Director of PGM Holdings K.K.

Number ofshares of theCompany held

215,300

Director of the Company (current position)
Director of PGM Holdings K.K.
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Tamiki Kaneshi has extensive experience and wide-ranging insights as a result of his experience as amanager of the Company and the Group. The Company judges that this experience and track record willcontribute to sustainable improvements in the corporate value of the Group, and hence it has nominatedhim as a candidate for Director.

- 12 -

No.

Name(Date of birth)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Oct.

12

Number ofshares of theCompany held

2000

Admitted to the bar in Japan
Joined Nagashima Ohno & Tsunematsu
Jan.
2005
Chief Financial Officer and Director of
InfoDeliver Corporation
Kota Yamaguchi
Oct. 2005
Joined Nagashima Ohno & Tsunematsu(Jul. 14, 1974)
Jul.
2009
Admitted to the bar in New York State
Sep. 2011
Established Kimura Takushima &<Re-election>
Yamaguchi–Partnerof Kimura Takushima & Yamaguchi<Outside>(current position)
Supervisory Director of GLP J-REIT<Independent>(current position)
Jun.
2013
Outside Director of the Company (current
position)
Feb. 2018
Outside Director of GAPRISE Inc. (current
position)<Reason for nomination as a candidate for Outside Director>
Mr. Kota Yamaguchi has professional knowledge and abundant experience as an attorney at law. The
Company judges that he will be able to advise and appropriately supervise the management of theCompany from an independent standpoint, and hence it has nominated him as a candidate for Outside
Director.

Notes: 1. No conflict of interest exists between the candidates for Director and the Company.
2. Mr. Kota Yamaguchi is a candidate for Outside Director.
3. The term of office of Mr. Kota Yamaguchi will be seven (7) years at the conclusion of this meeting.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreement with Mr. Kota Yamaguchi which shall limit the liability for damages provided for in Article 423,
paragraph (1) of the Companies Act, to the extent of the minimum amount of liability provided for in Article 425,
paragraph (1) of the Companies Act. In the event that his re-election is approved, the Company plans to continue
the said agreement.
5. The Company has designated Mr. Kota Yamaguchi as an independent director stipulated by the Tokyo Stock
Exchange, and has registered him as such at the Exchange. In addition, Mr. Kota Yamaguchi complies with the“Policy on Independence of Outside Directors and Outside Audit and Supervisory Board Members” (refer to Page14) established by the Company.

- 13 -

Policy on Independence of Outside Directors and Outside Audit and Supervisory Board Members
In the event that an Outside Director or Outside Audit and Supervisory Board Member falls under anyof the following descriptions, the Company will determine that the person does not have independence.
1. An executive director, executive officer (shikkoyakuin) or any other person equivalent thereto or any
other employee (hereinafter collectively referred to as “executive”), of the Company and its
subsidiaries (hereinafter referred to as the “Group”).
2. A person who was an executive of the Group in the past.
3. A relative within the second degree of kinship, of an executive of the Group.
4. A major shareholder of the Company (a person who holds 10% or more of voting rights of allshareholders of the Company. In the event that the major shareholder is an organization that is a
corporation, partnership, etc., “major shareholder” shall refer to an executive belonging to theorganization).
5. A relative within the second degree of kinship, of a major shareholder of the Company.
6. A major client or supplier of the Group (any supplier that has received a payment from the Group of
2% or more of consolidated net sales of the Company for the most recent fiscal year, or any client
who has paid the Group 2% or more of consolidated net sales of the Company for the most recent
fiscal year. In the event that said client or supplier is a company, “major client or supplier” shallrefer to an executive of said company).
7. A person providing professional services who received remuneration, etc. of ¥10 million or more in
one of the previous three fiscal years from the Group (excluding officer remuneration from theGroup).
8. A person who received donations or subsidies of ¥10 million or more in one of the previous threefiscal years from the Group (in the event that said donations or subsidies are received by acorporation, other organization, etc., “person who received donations or subsidies” shall refer to an
executive of said organization).
9. An executive of a financial institution or other large-lot creditor (hereinafter referred to as “large-lot
creditor etc.”) that is essential to the Company’s financing and that the Company is dependent on toa degree that there is no substitute.
10. A person who was an executive of a large-lot creditor etc. in the previous three years.
11. A person for whom an exceptional reason has been found to exist that would cause a conflict ofinterest with the Company, notwithstanding the provisions above.

- 14 -