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.

Securities Code 4320
November 30, 2023
To All Shareholders
Naokazu Saito, Representative Director and President
CE Holdings Co., Ltd.
1-21 Heiwadori 15-chome Kita, Shiroishi-ku, Sapporo

Notice of Convocation of the 28th Ordinary General Meeting of Shareholders
We are pleased to announce the 28th Ordinary General Meeting of Shareholders of CE Holdings Co., Ltd. (the“Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject
to measures for electronic provision) in electronic format, and posts this information on the Company’s
website. Please access the website by using the internet address shown below to review the information.
The Company’s website:
https://www.ce-hd.co.jp/ir/meeting/ (in Japanese)
Please access the above website and select “Notice of Convocation of the 28th Ordinary General Meeting of
Shareholders” under “28th Ordinary General Meeting of Shareholders” to review the information.
In addition to posting items subject to measures for electronic provision on the Company’s website, theCompany also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please review thisinformation as described below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by using the internet address shown above, enter “CE Holdings” in “Issue name(company name)” or the Company’s securities code “4320” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”
If you are unable to attend the meeting, you may exercise your voting rights using the Internet, etc. or inwriting (via postal mail). Please exercise your voting rights after reviewing the Reference Documents for the
General Meeting of Shareholders by 6:00 pm on December 19, 2023 (Tuesday).
When exercising your voting right via the Internet, etc.
Visit the voting website designated by the Company (https://evote.tr.mufg.jp/) (in Japanese), use the “login ID”
and “password” displayed on the voting form sent with this notice of convocation, and enter whether you
approve or disapprove of the proposals by the exercise deadline above, following the on-screen instructions.
When exercising your voting rights in writing (via postal mail)Indicate whether you approve or disapprove of the proposals on the voting form and return it no later thanthe exercise deadline above.

-1-1. Date and Time
2. Location

11:00 am, December 20, 2023 (Wednesday)
CE Holdings Co., Ltd., Head Office, 4th Floor Conference Room
1-21 Heiwadori 15-chome Kita, Shiroishi-ku, Sapporo

3. Agenda
Matters to Be Reported
1. Report on Business Report, Consolidated Financial Statements, and Audits of Consolidated Financial
Statements conducted by the Accounting Auditor and Audit and Supervisory Committee for the 28th Fiscal
Year (from October 1, 2022 to September 30, 2023)
2. Report on Non-consolidated Financial Statements for the 28th Fiscal Year (from October 1, 2022 toSeptember 30, 2023)
Matters to Be Resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit and Supervisory Committee Members
4. Matters Decided upon Convocation (Information on Exercise of Voting Rights)(1) If no indication of whether you approve or disapprove of the proposals is made on the voting form when
exercising voting rights in writing (via postal mail), the vote shall be deemed as an intention of approval.
(2) If you exercise your voting rights more than once via the Internet, etc., only the last vote shall be deemed
effective.
(3) If you exercise your voting right in duplicate both via the Internet, etc. and by the voting form, the Company
will only deem your exercise via the Internet, etc. valid, regardless of the arrival date of the vote.
(4) If you exercise your voting rights by proxy, you may nominate one shareholder with voting rights to attend themeeting as a proxy. However, please note that it will be necessary to submit written proof of proxy rights.
(5) If you diversely exercise your voting rights, you are requested to notify the Company in writing of yourintention to do so and state the reason for this no later than three days before the meeting.
-If you will be attending the meeting, please submit your voting form to the meeting reception.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the aforementioned Company’s website and the TSE website.
Shareholders who have requested the delivery of paper-based documents will be sent paper-based documents that also include items
subject to measures for electronic provision, but in accordance with laws and regulations and the provisions of Article 16 of the
Articles of Incorporation of the Company, the following items will be excluded.
(i) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Statements” in Consolidated Financial
Statements(ii) “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” in Nonconsolidated Financial Statements
Accordingly, these paper-based documents include a portion of the consolidated financial statements and the non-consolidated
financial statements that were audited by the Accounting Auditor when preparing the accounting audit report, and a portion of theconsolidated financial statements and the non-consolidated financial statements that were audited by Audit and Supervisory
Committee when preparing their audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company’s basic policy on profit distribution is to continue to return profits to shareholders while securing
internal reserves needed to further strengthen the management base and expand business.
The Company has given consideration to matters including the business performance of the fiscal year, futurebusiness development, and the dividend payout ratio, and it proposes to pay a year-end dividend for the 28th fiscal
year of ¥14.0 per share.
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥14.0 per common share of the Company
Total dividends: ¥209,292,804
Effective date of dividends of surplus
December 21, 2023

-3-

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all six Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal) will expire. Accordingly, in order to further
strengthen and enhance the management base, the Company requests that the number of Directors be increased by
one and that seven Directors be elected.
The decision for this proposal has been made after receiving recommendations from the Nominating andRemuneration Advisory Committee, where the majority of members are independent outside Directors, and theCompany’s Audit and Supervisory Committee has judged that all the candidates for Directors are eligible.
The candidates for Director are as follows:
Candidate
no.

Name

Current position in the Company
Representative Director and Chairman, CIO (Chief Investment
Officer)
Representative Director and President, CEO (Chief Executive
Officer)1

Yasuaki Sugimoto

2

Naokazu Saito

3

Yoshitaka Matsuzawa

4

Keiichi Haga

5

Tsunehito Taguchi

6

Masanori Niizato–

7

Makoto Fukui

Outside Director

Senior Managing Director, CRO (Chief Risk Officer)
Managing Director
General Manager of Corporate and Business Planning Office,CSO (Chief Strategy Officer)
Director in charge of Administration, CFO (Chief Financial
Officer)-4-

Candidate
attributes
Reelection
Male
Reelection
Male
Reelection
Male
Reelection
Male
ReelectionMale
New election
Male
Reelection
OutsideMaleCandidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1990
Mar. 1996

Yasuaki Sugimoto(June 17, 1950)
1

July 2003
July 2004
Dec. 2004
Dec. 2010
June 2012
Apr. 2013
Dec. 2016
Nov. 2017
Dec. 2021

Dec. 2021
Dec. 2022

2

Representative Director and Sapporo BranchManager, Honest Co., Ltd.
Representative Director and President, theCompany
Representative Director and Chairman, CEO
Representative Director and Chairman
Director and Chairman
Representative Director and President
Outside Director, Ekitan & Co., Ltd.
President and Representative Director, CSI Co.,
Ltd.
Chairman and Representative Director
Representative Director, MCS Co., Ltd.
Representative Director and Chairman, CIO(Chief Investment Officer), the Company(current position)
Director and Corporate Counselor, CSI Co.,Ltd.
Director and Corporate Advisor (current
position)

Number of theCompany’s shares
owned

1,544,600 shares

Reason for election
He is a founder of the Company and serves as Representative Director of the Company for many years. He is expected
to continue to contribute to the development of the Group by utilizing his wealth of experience, knowledge, andpersonal connections as well as his expertise in business investments, and therefore the Company proposes the electionof Yasuaki Sugimoto.
Apr. 1987
Entered NEC Corporation
Apr. 2005
General Manager of No. 1 Sales Department,
Medical Solutions Division
July 2009
General Manager of Business Promotion
Department, Medical Solutions Division
Apr. 2014
Deputy General Manager of Medical Solutions
Division
Apr. 2017
Chief of Future City Development Promotion
Headquarters
Apr. 2017
General Manager of Health Tech Business
Development Office, Business Innovation
Naokazu Saito
Strategy Headquarters
81,700 shares(November 3, 1963)
Dec. 2017
President and Representative Director, CSI Co.,Ltd.
Dec. 2017
Director, the Company
Nov. 2019
Director, Micron, Inc. (current position)
Dec. 2021
Representative Director and President, CEO(Chief Executive Officer), the Company(current position)
Dec. 2021
Chairman and Director, CSI Co., Ltd. (current
position)
Feb. 2022
Director, Sankaku Company Co., Ltd. (current
position)
Reason for election
He has a wealth of experience and insight in all aspects of medical and healthcare, including medical solutions, and heserves as the current Representative Director and President of the Company. By leveraging his knowledge of policy
trends and marketing, he is expected to contribute to the management of the Group, and he is expected to drive futurebusiness expansion, and therefore the Company proposes the election of Naokazu Saito.

-5-Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1997
Aug. 2000
July 2004
Dec. 2008

Yoshitaka Matsuzawa(June 6, 1957)
3

Dec. 2014
Mar. 2015
Nov. 2019
June 2020
Dec. 2020
Dec. 2020
Oct. 2021
Dec. 2021
Feb. 2022
Oct. 2023

Entered Japan Care Service Corporation
Entered the Company
General Manager of Administration
Department, Administration Division
Director and General Manager of
Administration Division
Managing Director in charge of Administration
Director, MCS Co., Ltd. (current position)
Director, Micron, Inc. (current position)
Director, Ekitan & Co., Ltd.
Senior Managing Director, the Company
Director, CSI Co., Ltd.
Director, Digital Solution, Co., Ltd. (current
position)
Senior Managing Director, CRO (Chief Risk
Officer), the Company (current position)
Director, Sankaku Company Co., Ltd. (current
position)
Representative Director and President,
Mocosuku Co., Ltd. (current position)

Number of theCompany’s sharesowned

171,800 shares

Reason for election
He has a wealth of experience in general administration, and he serves as the Senior Managing Director of theCompany. He is expected to continue to contribute to the strengthening of internal control systems, including risk
management and compliance by utilizing his wealth of experience and insight, and therefore the Company proposes theelection of Yoshitaka Matsuzawa.

-6-Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Oct. 1998
Dec. 2000
May 2005
Dec. 2008
May 2015
Oct. 2015
Oct. 2016

Keiichi Haga
(June 23, 1966)
4

Dec. 2017
Nov. 2019
Aug. 2020
Dec. 2020
Dec. 2020
Dec. 2020
Dec. 2021

Feb. 2022
Feb. 2022

Entered The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)Entered Cybertrust Japan Co., Ltd.
Entered VeriSign K.K. (currently DigiCert
Japan G.K.)
Entered B.U.G. Co., Ltd. (currently DMG
MORI Digital Co., Ltd.)
Executive Officer and General Manager of
Administration Division
Entered CSI Co., Ltd.
General Manager of Corporate Planning Office,
the Company
Executive Officer and General Manager ofCorporate Planning OfficeDirector and General Manager of Corporate
Planning OfficeDirector, Micron, Inc. (current position)
Director and General Manager of Corporate andBusiness Planning Office, the Company
Managing Director and General Manager ofCorporate and Business Planning OfficeDirector, Mocosuku Co., Ltd. (current position)
Director, M-Frontier Co., Ltd. (current position)
Managing Director and General Manager ofCorporate and Business Planning Office, CSO(Chief Strategy Officer), the Company (current
position)
Director, CSI Co., Ltd. (current position)
Managing Director, Sankaku Company Co.,
Ltd. (current position)

Number of theCompany’s shares
owned

64,600 shares

Reason for election
He has a wealth of experience in corporate and business planning in IT corporations, and he serves as the Managing
Director and General Manager of the Corporate and Business Planning Office of the Company. He is expected tocontinue to contribute to the implementation of collaborations, alliances, etc., and to the formulation of management
plans by utilizing his wealth of experience and insight, and therefore the Company proposes the election of Keiichi
Haga.

-7-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Sept. 2009
Oct. 2012
Oct. 2015
Jan. 2018
Jan. 2018
Jan. 2019
Jan. 2019

Tsunehito Taguchi(January 20, 1967)
5

Dec. 2019
Dec. 2020
Dec. 2020
Dec. 2020
Oct. 2021
Dec. 2021

Feb. 2022

Entered NEC Corporation
Entered RALSE Co., Ltd.
Transferred to Finance and Accounting Group,
ARCS Co., Ltd.
Entered CSI Co., Ltd.
Deputy General Manager of Administration
Division
General Manager in charge of Administration,
the Company
Executive Officer and General Manager incharge of Administration, CSI Co., Ltd.
Executive Officer and General Manager incharge of Administration, the Company
Director and General Manager in charge of
Administration, CSI Co., Ltd.
Director in charge of Administration, theCompany
Director in charge of Administration, CSI Co.,
Ltd. (current position)
Director, Micron, Inc. (current position)
Director, Digital Solution, Co., Ltd. (current
position)
Director in charge of Administration, CFO(Chief Financial Officer), the Company (current
position)
Director, Sankaku Company Co., Ltd. (current
position)
Director, Mocosuku Co., Ltd. (current position)

Number of theCompany’s shares
owned

28,700 shares

Oct. 2023
Reason for election
He has a wealth of experience in financial accounting and finance, and he serves as the Director in charge of
Administration of the Company. He is expected to contribute to the financing strategy and business administration by
utilizing his wealth of experience and insight, and therefore the Company proposes the election of Tsunehito Taguchi.

-8-Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Apr. 2001
Apr. 2005
Jan. 2008
Apr. 2010

6

Masanori Niizato(August 24, 1959)

Apr. 2014
Mar. 2017(New election)

Dec. 2017
July 2018
Dec. 2019Nov. 2021
Dec. 2021
Dec. 2021
Dec. 2022

7

Notes:

Entered NEC Corporation
General Manager of No. 1 Sales Department,
Medical Solutions Division
General Manager of Medical Solutions
DivisionEntered ITEC (International Total Engineering
Corporation)
General Manager of Corporate Planning
Department
Head of Corporate Planning Department
Director in charge of East Japan System Sales,
CSI Co., Ltd.
Director, Mocosuku Co., Ltd.
Managing Director in charge of System SalesManagement, CSI Co., Ltd.
Senior Managing Director
Director, MCS Co., Ltd.
Director, Digital Solution, Co., Ltd.
President and Representative Director, CSI Co.,
Ltd. (current position)
Representative Director and President, Digital
Solution, Co., Ltd. (current position)

Number of theCompany’s shares
owned

36,500 shares

Reason for election
He has a wealth of experience and knowledge in all aspects of medical and healthcare, including medical solutions, andhe currently serves as President and Representative Director of CSI Co., Ltd., a major subsidiary of the Company. Byleveraging not only his aforementioned wealth of experience and knowledge, but also his wealth of experience in sales
and marketing, he is expected to contribute to the management of the Group, and therefore the Company proposes theelection of Masanori Niizato.
Apr. 1993
Entered NEC Corporation
Oct. 2012
General Manager of No. 1 Solutions
Department, Medical Solutions Division,Community and Medical Solutions
Headquarters
Apr. 2018
Deputy General Manager of Future City
Development Promotion Headquarters
Apr. 2019
Principal of Digital Healthcare Business
Makoto Fukui
Development Office(November 7, 1969)–
Apr. 2020
Senior Business Chief, Medical Solutions
Division(Candidate for outside Director)
Dec. 2021
Outside Director, the Company (current
position)
Apr. 2022
General Manager of Product and Business
Planning Department, Medical Solutions
Division, NEC Corporation
Apr. 2023
Senior Professional of Medical Solutions
Management Department, Healthcare Life
Science Division (current position)
Reason for election and summary of expected role
He has a wealth of experience and insight in all aspects of medical and healthcare, including medical solutions, and healso has expertise in healthcare IT strategy and other policy matters. In addition to his supervisory function based on
this experience and insight, he is expected to provide appropriate advice on business operations, and therefore theCompany proposes the election of Makoto Fukui. Makoto Fukui has never been directly involved in the management of
a company. However, the Company judged he will appropriately fulfill his duties as an outside Director based on theabove reasons.
1. There is no special interest between any of the candidates and the Company.
2. Masanori Niizato is a new candidate for Director.

-9-3. Makoto Fukui is a candidate for outside Director.
4. Makoto Fukui is currently an outside Director of the Company, and his term shall be a period of one year.
5. Makoto Fukui receives a salary as an employee from NEC Corporation, which is a specified related party (major business
partner) of the Company.
6. The Company has entered into a limited liability agreement of Article 423, paragraph (1) of the Companies Act with
Makoto Fukui, pursuant to the provisions of Article 427, paragraph (1) of the same act. The maximum amount of liability
for damages under this agreement is the minimum liability amount provided for under laws and regulations, and in theevent that he is reelected the Company intends to continue this agreement with Makoto Fukui.
7. The Company has entered into a directors and officers liability insurance policy with an insurance company in accordancewith Article 430-3, paragraph (1) of the Companies Act, and the summary of the contents of the insurance policy is shownin the business report under “2.(3) (iii) Outline, etc. of directors and officers liability insurance policy.” If the election of
the candidates for Director is approved, they shall be included as insured under the insurance policy. In addition, when theinsurance policy is renewed, the Company plans to renew the policy with the same terms.

- 10 -

Proposal No. 3

Election of Four Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all three Directors who are Audit and Supervisory Committee
Members will expire. Accordingly, in order to further strengthen and enhance the audit system, the Company requests
that the number of Directors who are Audit and Supervisory Committee Members be increased by one and that four
Directors who are Audit and Supervisory Committee Members be elected.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
no.

Name

Current position in the Company

1

Minoru Yoshizumi

Director (Standing Audit and Supervisory Committee Member)

2

Kazunobu Nakura

Director (Audit and Supervisory Committee Member)3

Shuji Yoshida

Director (Audit and Supervisory Committee Member)

4

Mika Hoshika

Director (Audit and Supervisory Committee Member)- 11 -

Candidate
attributes
Reelection
OutsideMale
Reelection
OutsideMale
Reelection
OutsideMale
New election
OutsideFemaleCandidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
June 1995
Apr. 2002
Feb. 2006

Minoru Yoshizumi(July 21, 1956)
1

Mar. 2009

Aug. 2009(Candidate for outside Director) May 2015
May 2015
Oct. 2016
Oct. 2016
Dec. 20192

Entered Sugai Entertainment, Co., Ltd.
(currently SD ENTERTAINMENT, Inc.)
Director and General Manager of Corporate
Planning Office
Managing Director and General Manager ofCorporate Planning OfficeSenior Managing Director and General
Manager of Administration Division
Representative Director and Senior Managing
Director
Managing Director
Director, MC2 Co., Ltd.
Director, IT-Group, inc.
Representative Director and President, SD
ENTERTAINMENT, Inc.
Representative Director and President, MC2
Co., Ltd.
Outside Director (Standing Audit andSupervisory Committee Member), theCompany (current position)

Number of theCompany’s shares
owned

–

Reason for election and summary of expected role
He has considerable knowledge of management and is expected to enhance the efficiency of information gathering andother aspects of audit, and therefore the Company proposes the election of Minoru Yoshizumi as an outside Director.
Apr. 1995
Registered as attorney at law
Apr. 1995
Entered Yusuke Ikeda Law Office
Apr. 1998
Established Kazunobu Nakura Law Office
Kazunobu Nakura(current position)(January 8, 1959)–
Dec. 2007
Audit and Supervisory Committee Member, theCompany(Candidate for outside Director)
Dec. 2015
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)
Reason for election and summary of expected role
The Company expects him to utilize his wealth of experience as a lawyer and provide his advice and recommendations
to the Company from perspectives that are independent and objective in relation to management, and therefore theCompany proposes the election of Kazunobu Nakura as an outside Director. Kazunobu Nakura has never been directly
involved in the management of a company. However, the Company judged he will appropriately fulfill his duties as an
outside Director based on the above reasons.

- 12 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1997
Apr. 2000
July 2007
Sept. 2013

Shuji Yoshida(August 3, 1973)

Nov. 2013

Sept. 2015
(Candidate for outside Director) Dec. 20153

May 2016
Sept. 2022

Entered Chuo Audit Corporation
Registered as certified public accountant
Entered Shin Nihon & Co. (currently Ernst &Young ShinNihon LLC)
Established Shuji Yoshida Certified Public
Accountant Office (current position)
Outside Audit & Supervisory Board Member,
FUSION Co., Ltd. (current position)
Director, HOB Co., Ltd.
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)
Outside Director, Hokuyu Lucky Co., Ltd.
(current position)
Audit & Supervisory Board Member, HOB Co.,
Ltd. (current position)

Number of theCompany’s shares
owned

–

Reason for election and summary of expected role
The Company expects him to utilize his expert knowledge as a certified public accountant and provide his advice andrecommendations to the Company from perspectives that are independent and objective in relation to management, andtherefore the Company proposes the election of Shuji Yoshida as an outside Director.
Dec. 2010
Registered as attorney at law
Mika Hoshika(October 14, 1982)
Dec. 2010
Entered Yoneya & Hayashi Law Office
May 2015
Established Sapporo Sousei Law Office–(Candidate for outside Director)(current position)
4

Notes:

1.
2.
3.
4.

5.

6.

7.

(New election)
Reason for election and summary of expected role
The Company expects her to utilize her expert knowledge as a lawyer and provide her advice and recommendations to
the Company from perspectives that are independent and objective in relation to management, and therefore theCompany proposes the election of Mika Hoshika as an outside Director. Mika Hoshika has never been directly involvedin the management of a company. However, the Company judged she will appropriately fulfill her duties as an outside
Director based on the above reasons.
There is no special interest between any of the candidates and the Company.
Mika Hoshika is a new candidate for outside Director.
Minoru Yoshizumi, Kazunobu Nakura and Shuji Yoshida are candidates for outside Director.
Minoru Yoshizumi, Kazunobu Nakura, and Shuji Yoshida are currently outside Directors who are Audit and Supervisory
Committee Members of the Company. The term of service of Minoru Yoshizumi will be four years at the conclusion ofthis meeting, while the terms of service of both Kazunobu Nakura and Shuji Yoshida will be eight years at the conclusionof this meeting. In the past, Kazunobu Nakura has also served as a non-executive officer (Audit and Supervisory
Committee Member) of the Company.
The Company has entered into agreements with Minoru Yoshizumi, Kazunobu Nakura, and Shuji Yoshida to limit their
liability for damages under Article 423, paragraph (1) of the Companies Act, pursuant to the provisions of Article 427,
paragraph (1) of the same act. The maximum amount of liability for damages under this agreement is the minimum liability
amount provided for under laws and regulations, and in the event that these three persons are reelected the Company
intends to continue this agreement with them. In the event that Mika Hoshika is elected, the Company intends to enter intoa limited liability agreement with her on the same terms.
The Company has entered into a directors and officers liability insurance policy with an insurance company in accordancewith Article 430-3, paragraph (1) of the Companies Act, and the summary of the contents of the insurance policy is shownin the business report under “2.(3) (iii) Outline, etc. of directors and officers liability insurance policy.” If each candidate
is elected as a Director who is an Audit and Supervisory Committee Member and assumes the position, they shall be
included as insured under the insurance policy. In addition, when the insurance policy is renewed, the Company plans torenew the policy with the same terms.
Minoru Yoshizumi, Kazunobu Nakura, and Shuji Yoshida have been registered by the Company as satisfying therequirements for an independent officer as provided for by both the Tokyo Stock Exchange and the Sapporo Stock
Exchange, and in the event that these three individuals are reelected, the Company intends to maintain their registration
as independent officers. Mika Hoshika also satisfies the requirements for an independent officer as provided for by the
Tokyo Stock Exchange, and in the event that she is elected the Company intends to register her as an independent officer.

- 13 -

Reference: Management structure after approval of Proposal 2 and Proposal 3 (scheduled)
Knowledge and Experience of Directors
Position

Corporate
management
Business
administration

MedicalHealthcare

YasuakiSugimoto

Representative Director
and Chairman
CIO (Chief Investment
Officer)○○

Naokazu
Saito

Representative Director
and President
CEO (Chief Executive
Officer)

○

○

○

○

Masanori
NiizatoDirector and Vice
President
COO (Chief Operating
Officer)

○

○

○

○

YoshitakaMatsuzawa

Senior Managing Director
CRO (Chief Risk Officer)○

Keiichi Haga

Managing Director
General Manager ofCorporate and Business
Planning Office
CSO (Chief Strategy
Officer)○

Tsunehito
Taguchi

Director in charge of
Administration
CFO (Chief Financial
Officer)Name

MakotoFukui

Outside Director

MinoruYoshizumi

Outside Director
Standing Audit andSupervisory Committee
MemberKazunobu
NakuraOutside Director
Audit and Supervisory
Committee Member

Shuji
YoshidaOutside Director
Audit and Supervisory
Committee Member

Mika
Hoshika

Outside Director
Audit and Supervisory
Committee Member

○

○

Sales
Marketing

M&A

IT
DX

Financialaccounting
FinanceHRmanagement
HRdevelopment

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

- 14 -

Internal
controlRiskmanagement

○

○

○

Legal
affairs
Compliance○