February 10, 2023
To AllCompany Name
Representative

Contact

Frontier Management Inc.
Shoichiro Onishi,
Co-President & Executive Officer(TSE Prime Market Code No. 7038)
Hiroaki Hamada,
Executive Officer, Head of Company
Planning and Administration Department(TEL．+81-3-6862-8335)

Notice Concerning the Appointment of Candidate Director and Candidate Auditor

Frontier Management Inc. (hereafter the “FMI”) hereby announce that at the Board of Directors held today, FMI decided
on a candidate for a director and a candidate for a Substitute Auditor, as described below, and propose their election to the16th Ordinary General Meeting of Shareholders to be held on March 24, 2023.
Notation1.

Appointment of the 1 Director
In order to strengthen FMI management structure, FMI have decided to increase the number of directors by one,and request the appointment of one director. The term of office of a newly elected Director shall expire at the time ofthe expiration of the term of office of other Directors under the provisions of the Articles of Incorporation of theCompany.
With regard to the selection of a director candidate, the candidate is decided by the Board of Directors based on thedeliberations of the voluntary Nomination and Compensation Advisory Committee.
（1）Prospective director
Director Masao Nishihara (newly appointed)（2）Brief history of the candidate
Own
NameCareer summary

Date of Birth

FMI:
Number ofsharesMar. 1975

Graduated from The University of Tokyo, Faculty ofLaw

Apr. 1975

Joined the Ministry of FinanceJul. 2004

Director-General of the Inspection Bureau of theFinancial Services Agency

Masao Nishihara(May 18, 1951)

Jul. 2007

Director General of the Supervisory Bureau

Jul. 2008

Secretary-General of Executive Bureau, Securitiesand Exchange Surveillance Commission

Aug. 2009

Senior Managing Director, Organization forPromoting Urban Development
10 sharesJun. 2013

Vice Chairman and Senior Managing Director,
Regional Banks Association of Japan

Aug. 2022

Advisor, Frontier Management Inc. (current)(NOTE)1. There is no special interest between Mr. Masao Nishihara and us.
2. FMI conclude liability insurance contracts with the insurance company for officers, etc. as set forth in Article
430-3, Paragraph 1 of the Corporation Act, and indemnify the insured director for any damage that may becaused by the director assuming responsibility for the execution of his duties or receiving a claim pertainingto the pursuance of such responsibility through such insurance contracts. Mr. Masao Nishihara will be
included as an insured person under the relevant insurance policy.
FMI also plan to update the content at the next update.
（3）Reasons for being a candidate for a director
Based on his abundant experience in fiscal and monetary policy and deep insight into the regional banking industry
gained through his career in key positions at the Financial Services Agency, the Private-Sector Urban Development
Promotion Organization, and the National Association of Regional Banks, he can be expected to manage us
appropriately in the future and contribute to the enhancement of FMI corporate value, so he will be a candidate fordirector.
2.

Appointment of the One Substitute Auditor
In accordance with Paragraph 3 of Article 329 of the Companies Act, a substitute auditor is requested to be appointed
in advance as a substitute for an outside auditor in preparation for a case where the number of statutory auditors is not
sufficient as stipulated by law.
The term of office of such Substitute Auditor shall be the remaining term of her predecessor, provided that the numberof Auditors shall be vacant. This resolution shall be effective until the beginning of the next ordinary general meetingof shareholders.
With regard to the appointment of candidates for Substitute Auditors, the Board of Directors determines candidates
based on the deliberations of the Voluntary Nominating and Compensation Advisory Committee.
The submission of this proposal has been approved by the Board of Auditors.

（1）Candidate for Substitute Auditor
Outside Substitute Auditor Hiroko Noda (new)（2）Brief history of the candidateOwn
NameCareer summary

Date of Birth

FMI:
Number ofsharesMar. 1984

Graduated from The University of Tokyo, Faculty ofLaw

Apr. 1987

Joined Minato Audit Corporation (currently KPMG
AZSA LLC)

Hiroko Noda
(July 3, 1960)

Aug.1987

Joined Tokyo Branch of Prudential Securities
IncorporatedAug. 1992

Joined Tokyo Branch of Banque Indosuez S.A.
(currently Crédit Agricole CIB)

Jun. 2000

Joined Tokyo Branch of Canadian Bank ofCommerce

Jul. 2006

Joined BUSICOM Co., Ltd.
20 sharesSep. 2007

Established Prominent Consulting Co., Ltd.
Representative DirectorMay. 2010

Established Probity Consulting Co., Ltd.
Representative Director (current)

Apr. 2014

Part-time lecturer, Graduate School of Asian andInternational Business Strategy, Asia University(current)

Ma. 2019r

External Director of MODEC, Inc. (current)
Outside Director (Audit & Supervisory CommitteeMember) of Okabe Co., Ltd. (current)

Mar. 2021

Substitute Audit & Supervisory Board Member,
Pigeon Corporation (current)

Jun. 2021

Outside Director of S.T. CORPORATION (current)

Jun. 2022

Outside Director of CHORI CO., LTD. (current)(NOTE)1. There is no special interest between Ms. Hiroko Noda and us.
2.Ms. Hiroko Noda is a candidate for outside Substitute Auditor as stipulated in Article 2, Article 3, Item 8 ofthe Companies Act.
3.In the event that Hiroko Noda assumes the position of Auditor, FMI plan to conclude an agreement with Hiroko
Noda to limit the liability for damages set forth in Article 423, Paragraph 1 of the Companies Act in accordancewith the provisions of Article 427, Paragraph 1 of the same Act. The limited liability amount under theapplicable agreement shall be the minimum liability amount as set forth in Paragraph 1 of Article 425 of thesame law.
4.FMI conclude liability insurance contracts with the insurance company for officers, etc. as set forth in Article
430-3, Paragraph 1 of the Corporation Act, and indemnify for damages that may arise when the Auditor who isthe insured assumes responsibility for the performance of her duties or receives a claim pertaining to thepursuance of such responsibility through such insurance contracts. If Ms. Hiroko Noda assumes the position ofAuditor, she will be included as an insured person under the relevant insurance policy.
FMI also plan to update the content at the next update.
5.In the event Ms. Hiroko Noda assumes the position of Auditor, she is scheduled to be notified as an independent
auditor in accordance with the provisions of the Tokyo Stock Exchange.
（3）Reasons for candidates for Substitute Auditor
As a corporate manager, as well as utilizing his abundant experience and deep knowledge in the management field asa certified public accountant, the Company believes that she will be able to monitor management and provide
appropriate advice as an outside Auditor, and will be appointed as a candidate for Substitute Auditor.
In addition, as she meets the requirements for an independent auditor as stipulated by the Tokyo Stock Exchange, sheis determined that there is no risk of a conflict of interest with general shareholders if she is appointed as Auditor, andFMI plan to report her as an independent auditor.
(Reference) Management Structure after the 16th Ordinary General Meeting of Shareholders
Title

Name

Representative Director

Shoichiro Onishi

Representative Director

Masahiro Matsuoka

Director

Tadaaki Komori

Director

Masao Nishihara

Outside Directors

Kazuhito Osugi

Outside Directors

Keiko Unotoro

Outside Auditor (Full time)

Takeshi Umemoto3Outside Auditor (part-time)

Kazuhiko Shimokobe

Outside Auditor (part-time)

Nobumichi Hattori

Outside Auditor (Substitute)

Hiroko Noda

4