February 14, 2024
To AllCompany Name Frontier Management Inc.
Representative

Shoichiro Onishi, Representative Director,
President & Executive Officer(Stock code: 7038

The Prime Market ofTokyo Stock Exchange)
Contact

Hiroaki Hamada,
Executive Officer, Head of Company
Planning and Administration Department(TEL．+81-3-6862-8335)

Notice of Transition to a Company withAudit & Supervisory Committee and Election of Candidates for Directors
Frontier Management Inc. (the “Company”) hereby announces that at a meeting held on February 14, 2024 the Company’s
Board of Directors decided on candidates for Directors, and resolved to submit their appointment to the 17th Annual General
Meeting of Shareholders scheduled in March 27, 2024. Details are as follows.
1. Appointment of Directors
The Company will have an Audit & Supervisory Committee if the proposal, partial amendments to the Articles ofIncorporation, is approved as proposed at the 17th Annual General Shareholders Meeting scheduled to be held on March27, 2024.
In this connection, the term of office of all the six (6) Directors and three (3) Auditors will expire at the conclusionof the 17th Annual General Shareholders Meeting scheduled to be held on March 27, 2024. Accordingly, the Company
proposes the election of six (6) Directors.
2. Personnel Changes of Officers After Transition to Company with Audit & Supervisory Committee(1) Candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)(To be submitted as an agenda item at the 17th Annual General Meeting of Shareholders scheduled to be held on March27, 2024)
Name

Type of appointment

Shoichiro Onishi

Reelection

Masao Nishihara

Reelection

Current position
Representative Director, President and Executive Officer
President of FCD Partners Inc. and Representative Director ofFrontier Capital Inc.
Director of the Board(2) Candidate Director who will be an Audit & Supervisory Committee Member(To be submitted as an agenda item at the 17th Annual General Meeting of Shareholders scheduled to be held on March27, 2024)
Name

Type of appointment

Current position

Takeshi Umemoto

Newly appointed

Kazuhito Osugi

Reelection

Outside Director

Keiko Unotoro

Reelection

Outside Director

Hikaru Minami

Newly appointed

Audit & Supervisory Board Member―1(Notes) 1. Each candidate does not have any special interest in the Company.
2. Mr. Kazuhito Osugi, Ms. Keiko Unotoro, and Mr. Hikaru Minami are candidates for Outside Directors.
3. The Company plans to sign a contract with Mr. Kazuhito Osugi, Ms. Keiko Unotoro, and Mr. Hikaru Minami
on the limitation of liability for damages as provided for under the provisions of Article 423, Paragraph 1 ofthe Companies Act according to the provisions of Article 427, Paragraph 1 thereof. The liability for damages
under the contract shall be no more than the minimum liability amount provided for in Article 425, Paragraph
1 of the Companies Act.
4. The Company has registered Mr. Osugi and Ms. Unotoro as Independent Officers pursuant to the provisionsof the Tokyo Stock Exchange.
5. If Mr. Hikaru Minami becomes a Director, the Company plans to report him as an Independent Officer
pursuant to the provisions of the Tokyo Stock Exchange.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company
as specified in Article 430, Paragraph 1 of the Companies Act, so that the amount of compensation fordamages that may arise as a result of an officer as an insured person being liable for such damages in relation
to the performance of his or her duties or receiving a claim concerning the enforcement of the liability will
be covered by the insurance contract. The candidates will be included in the insured under this insurance
contract.
(3) Profile of candidate Director who will be an Audit & Supervisory Committee member (new appointment)
Number oftheNameProfile(Date of birth)Company’ssharesowned

March 1973

Joined Ito-Yokado Co., Ltd.

November

General Manager, Securities Department of Ito-1992
January 1998

YokadoGeneral Manager, Fund and Securities Departmentof Ito-Yokado

Takeshi Umemoto(June 8, 1950)

January 2004

Manager, Project Development Department of IY
Bank Co., Ltd. (current Seven Bank, Ltd.)

July 2005

Manager, General Affairs Department of IY BankMay 2006

Manager, Planning Department of IY BankOctober 2007

Manager, Corporate Auditors Office of IY Bank

June 2011

Councilor, Corporate Auditors Office of IY Bank

February 2012

Outside Audit & Supervisory Board Member of the40,000
sharesCompany (to present)(Reason for nomination as candidate for Director)
The candidate has been contributing to an increase in the Company’s corporate value through management supervision,
appropriate advice, and other activities as the Company’s Outside Auditor by leveraging his extensive experience in audit
operations. His tenure as an Outside Auditor will have been 12 years at the close of the 17th Annual General Shareholders
Meeting scheduled to be held on March 27, 2024. The Company deems that he is capable of performing his duties as aDirector serving as an Audit & Supervisory Committee member, who will ensure the appropriateness of the Company’sbusiness operations using his accumulated experience, and has made him a candidate for Director.

2Number oftheNameProfile(Date of birth)Company’s
sharesownedApril 1979

Joined Marubeni Corporation

April 2010

Executive Officer, head of Finance, Logistics, andInformation Department

April 2013

Managing Executive Officer, head of Information,
Finance, and Real Estate Department

April 2015

Managing Executive Officer, CAO, CIO, assistant
to Director of Audit Department, chairperson ofCompliance Committee, chairperson of Internal
Control Committee, chairperson of IT Strategy
Committee, and vice-chairperson of Investment andLending Committee

June 2015

Representative Director, Managing Executive
Officer, CAO, CIO, assistant to Director of Audit
Department,

chairpersonofCompliance

Committee, chairperson of Internal Control
Committee, chairperson of IT Strategy Committee,and vice-chairperson of Investment and Lending

Hikaru Minami

Committee(February 25, 1957)
NovemberRepresentative Director, Managing Executive

2017

Officer, CAO, CIO, assistant to Director of Audit

0 shares

Department, assistant to Director of New Company
OfficeProject,

chairpersonofCompliance

Committee, chairperson of Internal Control
Committee, chairperson of IT Strategy Committee,
and vice-chairperson of Investment and Lending
Committee
April 2018

Representative Director, Managing Executive
Officer, CEO of Life Industry Group

June 2018

Managing Executive Officer, CEO of Life IndustryGroup

April 2019

Managing Executive Officer

June 2019

Audit & Supervisory Board Member

June 2023

Audit & Supervisory Board member: retired upon
the expiration of term of office(Reason for nomination as candidate for Director)
Since Mr. Minami joined Marubeni Corporation, he has primarily engaged in operations related to financial affairs,accounting, logistics, information, and real estate while serving as Managing Executive Officer, Director, and Audit &Supervisory Board member. The Company deems that he is capable of contributing to an increase in the Company’s
corporate value based on the expertise in finance and accounting he gained through his experience with, and knowledgeof, the overall management and global businesses of a general trading company, and has made him a candidate for3Director.
After the appointment, he will audit and supervise the Company’s management from an objective position
independent of the Company’s business operation as its Outside Director serving as an Audit & Supervisory Committee
member and is expected to provide advice on the Company’s overall management and contribute to its growth andcorporate governance.
3. Retiring Director(retiring at the close of the 17th Annual General Meeting of Shareholders to be held on March 27, 2024)
NameMasahiro Matsuoka

Current position
Director
CEO of Frontier Management (Shanghai) Inc., Representative Director of FCD Partners
Inc., Director of Celebrain Corporation, and Representative Director of Frontier Capital Inc.

Tadaaki Komori

Director of the Board, Deputy President and Executive Officer
Head of M&A Advisory Department and head of Marketing Department(Notes) 1. Even after retiring from the Board of Directors, Mr. Tadaaki Komori has not changed his responsibilities ofVice President, Executive Officer, Head of the M&A Advisability Department, and Head of Marketing
Department.
4. Retiring Audit & Supervisory Board Member(retiring at the close of the 17th Annual General Meeting of Shareholders to be held on March 27, 2024)
Name

Current position

Kazuhiko Shimokobe

Outside Audit & Supervisory Board Member

Hiroko Noda

Outside Audit & Supervisory Board Member

4