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 9005)
June 10, 2024
To Shareholders with Voting Rights:
Masahiro Horie
President & Representative Director
TOKYU CORPORATION
5-6 Nanpeidai-cho, Shibuya-ku, Tokyo,
Japan

NOTICE OF
THE 155TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 155th Annual General Meeting of Shareholders of TOKYU CORPORATION(the “Company”) will be held for the purposes as described below.
In convening the Meeting, we have taken electronic provision measures and have posted the matters subject
to electronic provision measures as “NOTICE OF THE 155TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS” on the following websites on the Internet.
[Company’s website]
https://ir.tokyu.co.jp/en/ir/stock_bond/basic.html[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website above, enter “TOKYU” in the “Issue name (company name)” field or “9005” inthe “Code” field, and click on “Search” to find search results. Then, click on “Basic information” and “Documents for public
inspection/PR information” in this order to find “[Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting].”[The Portal of Shareholders’ Meeting® (Sumitomo Mitsui Trust Bank)]
https://www.soukai-portal.net (Available from June 10, 2024)
The 2D code, which is different for each shareholder, is printed on the Voting Rights Exercise Form.
Please read the 2D Code on the enclosed Voting Rights Exercise Form or access the URL above and enter your ID and initial
password as indicated on the Voting Rights Exercise Form.

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or inwriting. Please take the time to review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights by either of the methods listed on page 4 (available in Japanese only).
Shareholders can watch the proceedings of the General Meeting of Shareholders on the day of the General
Meeting of Shareholders via Tokyu General Meeting of Shareholders Online Streaming. Please refer to page 7
for how to watch the streaming (available in Japanese only).

-1-1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time (reception starts at 9:00 a.m.)
Hikarie Hall located at
Shibuya Hikarie 9F, 21-1, Shibuya 2-chome, Shibuya-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s 155th
Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 155th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 10 Directors
Proposal 3:
Election of 4 Audit & Supervisory Board Members
Proposal 4:
Election of 1 Substitute Audit & Supervisory Board Member
Information on matters subject to electronic provision measures
Among the matters subject to electronic provision measures, the following matters will not be provided in the paper copy to shareholders
who made a request for delivery of documents in accordance with the provisions of laws and regulations and the Articles of Incorporation of theCompany. Audit & Supervisory Board Members and the Accounting Auditor conduct audits including these matters.
Business Report:
Status of Financial Condition and Profit and Loss, Major Businesses and Business Bases, etc., Status of Employees, Status of Major
Lenders, Status of Accounting Auditor, Systems to Ensure Proper Business Activities and State of Operation of such Systems, andBasic Policies concerning Control of Stock Companies
Consolidated Financial Statements:
Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Changes in Net Assets, and Notes toConsolidated Financial Statements
Non-consolidated Financial Statements:
Non-consolidated Balance Sheets, Non-consolidated Statements of Income, Non-consolidated Statements of Changes in Net Assets,
and Notes to Non-consolidated Financial Statements
Audit reports:
Accounting Audit Report concerning the Consolidated Financial Statements, Accounting Audit Report concerning the Nonconsolidated Financial Statements, and Audit Report of the Audit & Supervisory Board
Any revisions made to matters subject to the electronic provision measures will be posted on the respective websites where the matters areposted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company considers returning profits to its shareholders as one of the most important management tasks.
The year-end dividend for the fiscal year under review is proposed as follows.
For the three-year Medium-term Management Plan with FY 2024 as the first fiscal year, the Company aims
to steadily increase the dividend in line with profit growth while maintaining a stable dividend distribution. Witha minimum dividend target of 21 yen per share, we intend to maintain a dividend payout ratio of 30% over the
medium- to long-term, taking into account business performance and financial conditions.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountthereof6,003,159,100 yen per share of common stock of the Company, for a total amount of 10 yen(3) Effective date of distribution of surplus
June 28, 2024

-3-

Proposal 2:

Election of 10 Directors

The terms of office of all Directors will expire at the conclusion of this year’s Annual General Meeting of
Shareholders. Therefore, the election of 10 Directors is proposed.
The candidates for Director are as follows:[Reference] List of candidates
Outside Director Candidates for Outside Directors
Independent Director Independent Directors registered with the Tokyo Stock Exchange

No.

Name

Current positions

Attendance at Boardof Directors meetings
held during the fiscal
year under review

1

Reelection Male

Hirofumi Nomoto

Chairman of the Board &Representative Director

13/13 meetings

2

Reelection Male

Masahiro Horie

Representative Director & President

13/13 meetings

3

Reelection Male

Hirohisa Fujiwara

4

Reelection MaleToshiyuki Takahashi

5

Reelection Male

Kiyoshi Kanazashi

6

New election Male

Seiichi Fukuta

7

Reelection Outside Director

8

Reelection Outside Director

9

Reelection Outside Director

10

Reelection Outside Director(Note)

Not applicable as he is a new candidate.

Independent Director Male

Independent Director Female

Independent Director Female

Independent Director Male

Director & Senior Managing Executive
Officer
Director & Senior Managing Executive
Officer
Director

13/13 meetings
13/13 meetings
12/13 meetings(Note)(Note)

Kunio Shimada

Director

13/13 meetings

Reiko Kanise

Director

13/13 meetings

Midori Miyazaki

Director

13/13 meetings

Hiroshi Shimizu

Director

12/13 meetings-4-[Reference] Skill matrix
Primary expertise and background(Knowledge and experience expected of Directors and Audit & Supervisory Board Members)
1

2

3

Real estateConsumer
services andhotelsCorporate
management

Hirofumi
Nomoto●●●Masahiro
Horie

●

●

●

Publictransportation

Hirohisa
Fujiwara

4

5

6

Finance andaccounting

Legal affairs
and human
resources

●

●

●

7
Global89

Sustainability(ESG)

IT anddigitaltechnology

●

●

●
●

●

Toshiyuki
Takahashi●●

KiyoshiKanazashi

●

●

●

●

●

Seiichi
Fukuta●●Kunio
Shimada●

Reiko
Kanise●MidoriMiyazaki

●

●

●
●
●

●

Hiroshi
Shimizu●●●

SatoruNakamoto

●

●

●

●

●

HajimeWatanabe

●

●

●

●

Seiji
Inagaki

●

●

●

●

Naohisa
Akimoto●●-5-

Hirofumi Nomoto
Reelection Male

1

Date of birth:
September 27, 1947, 76 years old
Number of shares of the Company held:
153,570 shares
Number of shares to be delivered under
the trust-type stock-based compensation
plan:
35,000 shares
Attendance at Board of Directors
meetings:
13/13 meetings
Served as Director for:17 years (as of the conclusion of this year’s
Annual General Meeting)Masahiro Horie
Reelection Male

2

Date of birth:
December 31, 1961, 62 years old
Number of shares of the Company held:
10,853 shares
Number of shares to be delivered under
the trust-type stock-based compensation
plan:
15,000 shares
Attendance at Board of Directors
meetings:
13/13 meeting
Served as Director for:6 years in total (as of the conclusion of thisyear’s Annual General Meeting)

Past experience and positions at the Company
April 1971
Joined the Company
April 2004
President & Representative Director of its communications Inc.
June 2007
Director and Senior Executive General Manager of Real Estate
Development Business Unit of the Company
January 2008
Managing Executive Director of the Company
June 2008
Senior Managing Executive Director of the Company
Representative Director of the Company (to the present)
June 2010
April 2011
President & Director of the Company
June 2015
President of the Company
April 2018
Chairman of the Board & Director of the Company (to the present)
Operational Duties at the Company and Significant Concurrent Positions
Responsible for Business Administration
Director of Tokyu Fudosan Holdings Corporation
Outside Director of TOEI COMPANY, LTD.
Outside Director of Mitsubishi UFJ Financial Group, Inc.
Reasons for selection as a candidate for Director
Mr. Hirofumi Nomoto possesses a wealth of experience and knowledge regarding
corporate management, real estate, consumer services and hotels, ESG, and IT and digitaltechnology, as well as outstanding character and views. The Company expects him to
improve its corporate value by leveraging these perspectives, and thus he has beenreelected as Director.
Past experience and positions at the Company
April 1984
Joined the Company
June 2001
Representative Director, Vice President & Executive Officer of
Tokyu Real Estate Investment Management Inc.
September 2002
President & Executive Officer of Tokyu Real Estate Investment
Management Inc.
June 2003
Executive Officer (Representative) of TOKYU REIT, Inc.
May 2015
Executive Officer and Executive General Manager of Retail
Business Headquarters, Lifestyle Development Business Unit of theCompany
June 2016
Director of the Company
July 2017
Executive General Manager of Retail Business Headquarters of theCompany
April 2020
Executive General Manager of Building Management Headquartersof the Company
June 2020
Managing Executive Officer of the Company
June 2022
Director of the Company
June 2023
Representative Director, President & Director and President of theCompany (to the present)
Operational Duties at the Company
Responsible for Business Administration
Reasons for selection as a candidate for Director
Mr. Masahiro Horie possesses a wealth of experience and knowledge regarding
corporate management, real estate, consumer services and hotels, legal affairs and humanresources, and international business, as well as outstanding character and views. The
Company expects him to improve its corporate value by leveraging these perspectives,
and thus he has been reelected as Director.

-6-

Hirohisa Fujiwara
Reelection Male

3

Date of birth:
November 6, 1960, 63 years old
Number of shares of the Company held:
7,000 shares
Number of shares to be delivered under
the trust-type stock-based compensation
plan:
17,500 shares
Attendance at Board of Directors
meetings:
13/13 meetings
Served as Director for:9 years (as of the conclusion of this year’s
Annual General Meeting)Toshiyuki Takahashi
Reelection Male

4

Date of birth:
April 21, 1959, 65 years old
Number of shares of the Company held:
18,252 shares
Number of shares to be delivered under
the trust-type stock-based compensation
plan:
17,500 shares
Attendance at Board of Directors
meetings:
13/13 meetings
Served as Director for:7 years (as of the conclusion of this year’s
Annual General Meeting)

Past experience and positions at the Company
April 1983
Joined the Company
June 2010
Director and Executive Officer of Tokyu Facility Service Co., Ltd.
July 2011
Executive Officer and Deputy Executive General Manager ofBusiness Strategy Headquarters of the Company
April 2012
Deputy Executive General Manager of International Business
Headquarters of the Company
July 2014
Executive General Manager of Finance & Accounting Strategy
Headquarters of the Company
June 2015
Director of the Company (to the present)
April 2018
Managing Executive Officer and Executive General Manager ofCorporate Planning Headquarters of the Company
July 2022
Senior Managing Executive Officer of the Company (to the present)
Operational Duties at the Company and Significant Concurrent Positions
Responsible for Finance & Accounting Strategy Headquarters and International Business
Headquarters
Outside Director of Gurunavi, Inc.
Reasons for selection as a candidate for Director
Mr. Hirohisa Fujiwara possesses a wealth of experience and knowledge regarding
corporate management, finance and accounting, international business, and IT and digitaltechnology, as well as outstanding character and views. The Company expects him to
improve its corporate value by leveraging these perspectives, and thus he has beenreelected as Director.
Past experience and positions at the Company
Joined the Company
April 1982
Executive Officer of the Company
July 2011
Deputy Executive General Manager of Business Strategy
Headquarters of the Company
Deputy Executive General Manager of International Business
April 2012
Headquarters of the Company
Executive General Manager of International Business Headquarters
October 2012of the Company
Executive General Manager of Urban Strategy Headquarters, Urban
April 2013
Development Business Unit of the Company
President & Representative Director of Tokyu Facility Service Co.,
April 2014
Ltd.
Executive Officer of the Company
April 2017
Deputy Senior Executive General Manager of Urban Development
Business Unit of the Company
Director of the Company (to the present)
June 2017
Senior Executive General Manager of Urban Development Business
July 2017
Unit of the Company
April 2018
Managing Executive Officer of the Company
Senior Managing Executive Officer of the Company (to the present)
July 2022
Operational Duties at the Company
Responsible for Urban Development Business Unit
Reasons for selection as a candidate for Director
Mr. Toshiyuki Takahashi possesses a wealth of experience and knowledge regarding
corporate management, real estate, and international business, as well as outstanding
character and views. The Company expects him to improve its corporate value by
leveraging these perspectives, and thus he has been reelected as Director.

-7-

5

6

Past experience and positions at the Company
April 1968
Joined Tokyu Land Corporation
June 1998
Director of Tokyu Land Corporation
April 2008
President and Representative Director, Chief Executive Officer of
Tokyu Land Corporation
June 2012
Director of the Company (to the present)
October 2013
President and Representative Director of Tokyu Fudosan Holdings
Kiyoshi Kanazashi
Corporation
Reelection Male
April 2014
President and Representative Director, Chief Executive Officer ofDate of birth:
Tokyu Fudosan Holdings Corporation
August 2, 1945, 78 years old
Chairman and Representative Director of Tokyu Land Corporation
Number of shares of the Company held:
15,814 shares
April 2015
Chairman and Representative Director of Tokyu Fudosan Holdings
Attendance at Board of Directors
Corporation
meetings:
June 2015
Chairman of Tokyu Land Corporation
12/13 meetings
April 2020
Chairman of Tokyu Fudosan Holdings Corporation (to the present)
Served as Director for:12 years (as of the conclusion of this year’s
Director of Tokyu Land Corporation (to the present)
Annual General Meeting)Significant Concurrent Positions
Chairman of Tokyu Fudosan Holdings Corporation
Reasons for selection as a candidate for Director
Mr. Kiyoshi Kanazashi possesses a wealth of experience and knowledge regarding
corporate management, real estate, and ESG, as well as outstanding character and views.
The Company expects him to improve its corporate value by leveraging theseperspectives, and thus he has been reelected as Director.
Past experience and positions at the Company
April 1986
Joined the Company
Seiichi Fukuta
April 2020
Executive Officer of the Company
Executive General Manager of Public Transportation Infrastructure
New election Male
Date of birth:
Business Headquarters of the Company
February 24, 1964, 60 years old
July 2022
President & Representative Director of TOKYU RAILWAYS Co.,
Number of shares of the Company held:
Ltd. (to the present)
8,195 shares
Number of shares to be delivered under Reasons for selection as a candidate for Director
the trust-type stock-based compensation Mr. Seiichi Fukuta possesses a wealth of experience and knowledge regarding corporate
plan:management, public transportation, and ESG, as well as outstanding character and views.
3,000 shares
The Company expects him to improve its corporate value by leveraging theseperspectives, and thus he has been elected as Director.

-8-

Kunio Shimada
Reelection Outside Director
Independent Director Male

7

Date of birth:
August 16, 1959, 64 years old
Number of shares of the Company held:
1,884 shares
Attendance at Board of Directors meetings:
13/13 meetings
Served as Director for:3 years (as of the conclusion of this year’s
Annual General Meeting)

Reiko Kanise
Reelection Outside Director
Independent Director Female

8Date of birth:
July 14, 1951, 72 years old
Number of shares of the Company held:
11,316 shares
Attendance at Board of Directors meetings:
13/13 meetings
Served as Director for:9 years (as of the conclusion of this year’s
Annual General Meeting)

Past experience and positions at the Company
April 1986
Registered as an Attorney at law (Dai-ichi Tokyo Bar Association)
October 1991
Registered as an Attorney at law in New York State
July 2010
Representative Partner of Shimada Hamba & Osajima (to thepresent)
June 2011
Outside Director of TSUGAMI CORPORATION
November 2013 Supervisory Officer of Hulic Reit, Inc.
June 2018
Director who is a member of the audit and supervisory committee of
TSUGAMI CORPORATION (to the present)
June 2021
Director of the Company (to the present)
July 2023
Outside Audit & Supervisory Board Member, Sankyu Inc. (to thepresent)
Significant concurrent positions
Representative Partner of Shimada Hamba & Osajima
Director who is a member of the audit and supervisory committee of TSUGAMICORPORATION
Outside Audit & Supervisory Board Member, Sankyu Inc.
Reasons for selection as a candidate for Outside Director and expected roles
Although Mr. Kunio Shimada has never been directly involved in corporate
management, the Company expects him to provide advice on its management as
appropriate based on his wealth of experience and knowledge regarding legal affairs andhuman resources, and international business, and thus his reelection as Outside Director
is requested.
Past experience and positions at the Company
April 1975
Joined Hakuhodo Incorporated
February 1993
Representative Director of Kei Associates Inc. (to the present)
June 1999
President and Representative Director of Aeon Forest Co., Ltd. (The
Body Shop)
January 2001
Member of the Consumer Committee of Japan Retailers Association(to the present)
May 2001
Director of the Japan Council of Shopping Centers
May 2004
Chairperson of Information Committee of the Japan Council of
Shopping Centers
February 2007
Representative Director of LENAJAPON INSTITUTE CO., LTD.
(to the present)
October 2010
Visiting professor of Showa Women’s University
June 2015
Director of the Company (to the present)
September 2015 Member of the Consumer Commission, Cabinet Office
December 2020
External Director of FOOD & LIFE COMPANIES LTD. (to thepresent)
September 2022 Outside Director of &Do Holdings Co., Ltd. (to the present)
May 2023
Advisor of the Japan Council of Shopping Centers (to the present)
Significant concurrent positions
Representative Director of LENAJAPON INSTITUTE CO., LTD.
Representative Director of Kei Associates Inc.
External Director of FOOD & LIFE COMPANIES LTD.
Outside Director of &Do Holdings Co., Ltd.
Reasons for selection as a candidate for Outside Director and expected roles
The Company expects Ms. Reiko Kanise to provide advice on its management as
appropriate based on her wealth of experience and knowledge regarding corporate
management, consumer services and hotels, and international business, and thus her
reelection as Outside Director is requested.

-9-

Midori Miyazaki
Reelection Outside Director
Independent Director Female

9Date of birth:January 15, 1958, 66 years old
Number of shares of the Company held:
623 shares
Attendance at Board of Directors meetings:
13/13 meetings
Served as Director for:4 years (as of the conclusion of this year’s
Annual General Meeting)

Hiroshi Shimizu
Reelection Outside Director
Independent Director Male

10

Date of birth:January 30, 1961, 63 years old
Number of shares of the Company held:
0 shares
Attendance at Board of Directors meetings:
12/13 meetings
Served as Director for:3 years (as of the conclusion of this year’s
Annual General Meeting)(Notes)1.

Past experience and positions at the Company
April 1982
News Anchor for news bureau, Japan Broadcasting Corporation
April 1988
Part-time Instructor of Department of Social Engineering, Tokyo
Institute of Technology
April 2000
Assistant Professor of Faculty of Policy Informatics, Chiba
University of Commerce
April 2001
Director of Kagoshima Amami Park and Director of Tanaka Isson
Museum (to the present)
June 2001
Director of Sony Education Foundation
March 2006
Outside Audit & Supervisory Board Member of Showa Shell Sekiyu
K.K.
April 2006
Professor, Chiba University of Commerce (to the present)
January 2009
Advisor of Policy Alternatives Research Institute, The University ofTokyo
June 2013
Member of the Tax Commission, Cabinet Office
April 2014
Trustee of Educational Institution Chiba Gakuen
Member of the Council on the House of Representatives Electoral
Districts
April 2015
Dean of Faculty of Global Studies, Chiba University of Commerce
June 2020
Director of the Company (to the present)
February 2021
Commissioner of National Public Safety Commission (to thepresent)
Significant concurrent positions
Professor, Chiba University of CommerceCommissioner of National Public Safety Commission
Reasons for selection as a candidate for Outside Director and expected roles
Although Ms. Midori Miyazaki has never been directly involved in corporate
management, the Company expects her to provide advice on its management as
appropriate based on her wealth of experience and knowledge regarding consumer
services and hotels, international business, and ESG, and thus her reelection as Outside
Director is requested.
Past experience and positions at the Company
April 1983
Joined Nippon Life Insurance Company
March 2009
Executive Officer of Nippon Life Insurance Company
March 2012Managing Executive Officer of Nippon Life Insurance Company
July 2013
Director and Managing Executive Officer of Nippon Life Insurance
Company
July 2014
Managing Executive Officer of Nippon Life Insurance Company
March 2016
Senior Managing Executive Officer of Nippon Life Insurance
Company
July 2016
Director and Senior Managing Executive Officer of Nippon Life
Insurance Company
April 2018
President of Nippon Life Insurance Company
June 2021
Outside Director of FUJI KYUKO CO., LTD. (to the present)
June 2021
Director of the Company (to the present)
July 2022
President of Nippon Life Insurance Company (to the present)
Significant concurrent positions
President of Nippon Life Insurance Company
Outside Director of FUJI KYUKO CO., LTD.
Reasons for selection as a candidate for Outside Director and expected roles
The Company expects Mr. Hiroshi Shimizu to provide advice on its management as
appropriate based on his wealth of experience and knowledge regarding corporate
management, finance and accounting, and ESG, and thus his reelection as Outside
Director is requested.

Special interests between the candidates for Director and the Company(1) Mr. Kiyoshi Kanazashi is Director of Tokyu Land Corporation, which is an affiliated company of the Company and is engaged
in the same business of the Company. The Company has transactions including sales of real estate with the company, but theamount of those transactions is less than 1% of the consolidated operating profit of the Company.
(2) Mr. Hiroshi Shimizu is President of Nippon Life Insurance Company. The Company has transactions for the borrowing offunds, etc. with the company.

- 10 -

(3) There are no special interests between other candidates for Director and the Company.
Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with Mr. Kiyoshi Kanazashi,
Mr. Kunio Shimada, Ms. Reiko Kanise, Ms. Midori Miyazaki, and Mr. Hiroshi Shimizu to limit their liability under Article 423,
Paragraph 1 of the said Act to the extent of minimum liability amount stipulated by Article 425, Paragraph 1 of the said Act. Subject
to their reelections, the Company plans to continue the above liability limitation agreements with them.
3. The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance
agreement covers damage to be borne by the insured parties that may arise as a result of the insured parties assuming liability inrelation to the execution of their duties or being subject to a claim in relation to the pursuit of such liability. Each of the candidates
will be included as an insured party under the insurance agreement. In addition, the Company plans to renew the insurance
agreement with the above contents at the time of next renewal.
2.

- 11 -

Proposal 3:

Election of 4 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of 4 Audit & Supervisory Board Members is
proposed.
The Board of Audit & Supervisory Board Members has given its approval to this proposal.
The candidates for Audit & Supervisory Board Member are as follows:[Reference] List of candidates
Outside Audit & Supervisory Board Member Candidates for Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member Independent Audit & Supervisory Board Member registeredwith the Tokyo Stock Exchange
No.

Name

Current positions

Attendance at Board
of Audit & Supervisory
Board Members
meetings held during
the fiscal year underreview(Note)

1

New election Male

Satoru Nakamoto(Note)

2

Reelection Male

Naohisa Akimoto

Audit & Supervisory
Board Member

Hajime Watanabe(Note)(Note)

Seiji Inagaki(Note)(Note)

9/9 meetings

New election

3

Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member
Male
New election

4

Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member
Male(Note)

Not applicable as he is a new candidate.

- 12 -

Satoru Nakamoto
New election Male

1

Date of birth:
March 20,1967, 57 years old
Number of shares of the Company held:
0 shares

Naohisa Akimoto
Reelection Male

2

Date of birth:
June 20, 1957, 66 years old
Number of shares of the Company held:
22,607 shares
Attendance at Board of Audit &Supervisory Board Members meetings:
9/9 meetings
Served as Audit & Supervisory Board
Member for:8 years (as of the conclusion of this year’s
Annual General Meeting)

Past experience and positions at the Company
April 1989
Joined The Mitsubishi Bank, Limited
June 2017
Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
April 2018
Executive Officer of MUFG Bank, Ltd.
April 2020
Managing Executive Officer of MUFG Bank, Ltd.
Senior Managing Executive Officer of MUFG Bank, Ltd. (to theApril 2023
present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Satoru Nakamoto possesses a wealth of experience and broad views regarding
corporate management, finance and accounting, and ESG, and the Company believes
that he possesses personality, insight, and ability to provide appropriate and legal audits
for the management of the Company, and thus his election as Audit & Supervisory Board
Member is requested.
Past experience and positions at the Company
April 1981
Joined the Company
April 2009
Executive Officer of Tokyu Car Corporation
June 2009
Director and Executive Officer of Tokyu Car Corporation
April 2012
Executive Officer of the Company
Senior Executive General Manager of Consumer Services Business
Unit of the Company
April 2014
Operating Officer of TOKYU AGENCY INC
June 2014
Managing Director and Operating Officer of TOKYU AGENCY
INC.
June 2016
Audit & Supervisory Board Member of the Company (to thepresent)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Naohisa Akimoto possesses a wealth of experience and broad views regarding
corporate management, public transportation, consumer services and hotels, and financeand accounting, and the Company believes that he possesses personality, insight, andability to provide appropriate and legal audits for the management of the Company, andthus his reelection as Audit & Supervisory Board Member is requested.

- 13 -Hajime Watanabe
New election
Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member

3

Male

Date of birth:
October 31, 1958, 65 years old
Number of shares of the Company held:
0 shares

Seiji Inagaki
New election
Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member

4

Male

Date of birth:
May 10, 1963, 61 years old
Number of shares of the Company held:
0 shares

Past experience and positions at the Company
April 1981
Joined The Japan Development Bank
June 2009
Executive Officer, Development Bank of Japan Inc. (“DBJ”)
June 2011
Director, Managing Executive Officer of DBJ
June 2015
Deputy President of DBJ
June 2018
President and CEO of DBJ
June 2022
Adviser to DBJ
April 2023
Chairman of Japan Economic Research Institute Inc. (to the present)
June 2023
External Corporate Auditor of Japan Freight Railway Company (tothe present)
External Director of Sumitomo Mitsui Trust Holdings, Inc. (to thepresent)
Significant concurrent positions
Chairman of Japan Economic Research Institute Inc.
External Director of Sumitomo Mitsui Trust Holdings, Inc.
Reasons for selection as a candidate for Outside Audit & Supervisory Board
MemberMr. Hajime Watanabe possesses a wealth of experience and broad views regarding
corporate management, finance and accounting, legal affairs and human resources, andinternational business, and the Company believes that he possesses personality, insight,
and ability to provide appropriate and legal audits for the management of the Company,
and thus his election as Outside Audit & Supervisory Board Member is requested.
Past experience and positions at the Company
Joined The Dai-ichi Mutual Life Insurance Company
April 1986
Executive Officer of The Dai-ichi Life Insurance Company,
April 2012
LimitedManaging Executive Officer of The Dai-ichi Life Insurance
April 2015
Company, Limited
Director and Managing Executive Officer of The Dai-ichi Life
June 2016
Insurance Company, Limited
Director and Managing Executive Officer of Dai-ichi Life
October 2016
Holdings, Inc.
Representative Director and President of Dai-ichi Life Holdings,
April 2017
Inc.
Representative Director and President, Chief Executive Officer ofApril 2022
Dai-ichi Life Holdings, Inc.
Representative Director and Chair of the Board of Dai-ichi Life
April 2023
Holdings, Inc.
June 2023
Director and Chair of the Board of Dai-ichi Life Holdings, Inc. (tothe present)
Significant concurrent positions
Director, Chair of the Board, of Dai-ichi Life Holdings, Inc.
Reasons for selection as a candidate for Outside Audit & Supervisory Board
MemberMr. Seiji Inagaki possesses a wealth of experience and broad views regarding corporate
management, finance and accounting, legal affairs and human resources, andinternational business, and the Company believes that he possesses personality, insight,
and ability to provide appropriate and legal audits for the management of the Company,
and thus his election as Outside Audit & Supervisory Board Member is requested.

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(Notes)

1.
2.

Mr. Satoru Nakamoto is scheduled to retire from Senior Managing Executive Officer of MUFG Bank, Ltd. on June 26, 2024.
Special interests between the candidates for Audit & Supervisory Board Member and the Company(1) Until June 30, 2023, Mr. Hajime Watanabe was Adviser to Development Bank of Japan Inc, which is a specified related
business operator (major business partner) of the Company.
(2) Mr. Seiji Inagaki is Director and Chair of the Board of Dai-ichi Life Insurance Company, Limited. The Company has
transactions including borrowings of funds, etc. with the company.
(3) There are no special interests between other candidates for Audit & Supervisory Board Member and the Company.
3.
If the election of Mr. Satoru Nakamoto, Mr. Hajime Watanabe, and Mr. Seiji Inagaki is approved, the Company plans to enter
into an agreement with them to limit their liability under Article 423, Paragraph 1 of the Companies Act to the extent of minimum
liability amount stipulated by Article 425, Paragraph 1 of the said Act, based on Article 427, Paragraph 1 of the said Act.
4.
The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance
agreement covers damage to be borne by the insured parties that may arise as a result of the insured parties assuming liability in relation
to the execution of their duties or being subject to a claim in relation to the pursuit of such liability. Each of the candidates will be
included as an insured party under the insurance agreement. In addition, the Company plans to renew the insurance agreement withthe above contents at the time of next renewal.

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Proposal 4:

Election of 1 Substitute Audit & Supervisory Board Member

To prepare for a contingency in which the number of Audit & Supervisory Board Members falls below theminimum stipulated by laws and regulations, we propose the election of 1 Substitute Outside Audit &Supervisory Board Member.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows.

Taku Matsumoto
Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member
Male

Date of birth:
November 22, 1972, 51 years old
Number of shares of the Company held:
0 shares
Attendance at Audit & Supervisory Board
meetings:
1/2 meetings
Served as Audit & Supervisory Board
Member for:6 months (as of the conclusion of this year’s
Annual General Meeting)(Notes)

1.
2.

3.
4.

Past experience and positions at the Company
April 1999
Registered as an Attorney at law (Daini Tokyo Bar Association)
March 2006
Registered as an Attorney at law in New York State
January 2007
Partner of TMI Associates
April 2010
Visiting Associate Professor of The School of Law, the Universityof Tokyo Graduate Schools for Law and Politics
April 2014
Founding Partner of Yebisu Matsumoto Law Office (to the present)
June 2019
Outside Director of The Nippon Road Co., Ltd. (to the present)
March 2020
Audit & Supervisory Board Member of the Company
June 2021
Outside Auditor of ZENHOREN CO., LTD. (to the present)
June 2022
Outside Auditor of Ferrotec Holdings Corporation (to the present)
December 2023
Audit & Supervisory Board Member of the Company (to thepresent)
Significant concurrent positions
Founding Partner of Yebisu Matsumoto Law OfficeOutside Director of The Nippon Road Co., Ltd.
Outside Auditor of ZENHOREN CO., LTD.
Outside Auditor of Ferrotec Holdings Corporation
Reasons for selection as a candidate for Substitute Audit & Supervisory Board
Member and expected roles
The Company expects Mr. Taku Matsumoto to make remarks on its management
appropriately based on his wealth of experience and knowledge regarding theCompanies Act, the Financial Instruments and Exchange Act, etc., and thus his election
as Substitute Outside Audit & Supervisory Board Member is requested.

There are no special interests between Mr. Taku Matsumoto and the Company.
If Mr. Taku Matsumoto is appointed Outside Audit & Supervisory Board Member, the Company plans to enter into an agreementwith him to limit his liability under Article 423, Paragraph 1 of the Companies Act to the extent of minimum liability amountstipulated by Article 425, Paragraph 1 of the said Act, based on Article 427, Paragraph 1 of the said Act.
If Mr. Taku Matsumoto is appointed Outside Audit & Supervisory Board Member, the Company plans to designate him to be theindependent auditor under the stipulations of the Tokyo Stock Exchange and register this decision with the Exchange.
The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance
agreement covers damage to be borne by the insured parties that may arise as a result of the insured parties assuming liability inrelation to the execution of their duties or being subject to a claim in relation to the pursuit of such liability. If Mr. Taku Matsumoto
is appointed Outside Audit & Supervisory Board Member, he will be included as an insured party under the insurance agreement.
In addition, the Company plans to renew the insurance agreement with the above contents at the time of next renewal.

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