Notice of Convocationof the 29th Ordinary
General Shareholders'Meeting
April 1, 2022 to March 1, 2023

Date and time of the meeting

Saturday, June 24, 2023

10:00 a.m. (Reception starts at 9:30 a.m.)
Exercise of voting rights

Notice• Please consider your attendance on the day of themeeting from the perspective of preventing infection
for yourself and others, taking into consideration
your health condition.
• The General Shareholders' Meeting can be viewed
on the Internet and questions will be accepted inadvance. For details, please refer to the Information
on Live Streaming of the 29th Ordinary General
Shareholders' Meeting sent together with this Noticeof Convocation.

Deadline for exercising voting rights by postal mail andvia the Internet
No later than 5:30 p.m. on Friday, June 23, 2023
Venue

Yokohama Gate Tower, 18th Floor(Corporate Office Conference Room)
1-2-5 Takashima, Nishi-ku, Yokohama, Kanagawa
Matters to be resolved
Proposal No. 1: Partial Amendment to the Articles ofIncorporation

PC DEPOT CORPORATION
Securities Code: 7618

Proposal No. 2: The Election of Four (4) Directors
Proposal No. 3: The Election of One (1) Corporate Auditor-1-

■ Greetings
We would like to express our sincere gratitude for your continued support.
We hereby send you a Notice of Convocation regarding the 29th Ordinary General Shareholders'Meeting to be held on Saturday, June 24.
We are committed to the following Vision and Mission as a company that enables you and your family
to achieve customer success (increasing the value of your digital life in the future).

<Vision>Resolve digital divide in the information society<Mission>
Provide digital consultants to all households
Under these principles, the business itself based on management strategies must be productive forlong-term value creation. We must continue to actively and continuously contribute to local communities
including stakeholders. In addition, we must recognize the significance and mission of social existence
and continue to be a human-centered organization. The Company recognizes that these factors areimportant business expansion factors for the Company and are a means of continuing operations.
We have begun preparations to work on "building a new future" with the aim of realizing "from material
richness to richness of the heart" and "from current value to future value." As stated in the "Notice of the
Recommendation of MBO Implementation and Application" announced on May 15, 2023, as soon as
the preparations are complete, we will privatize our shares and create an exciting business framework
for the next future. Thank you for your understanding.
Our philosophy will continue in the future. There will be no change in the current store facilities, basemanagement, membership system, persons in charge, products handled, etc. There will be no change
in the management officer or the largest shareholder.
Going forward, we will continue to contribute to safe operation and help customers adapt to newlifestyles in order to support the digital infrastructure in their daily lives.

Look to, Design, and Build the Future

May 2023
Takahisa Nojima
Representative Director, President & CEO-2-

Securities Code: 7618
(Date of dispatch) June 2, 2023
(Date of commencement of measures for electronic provision) May 25, 2023

To Our Shareholders
1-2-5 Takashima, Nishi-ku, Yokohama
PC DEPOT CORPORATION
Representative Director, President & CEO Takahisa Nojima

Notice of Convocation of the 29th Ordinary General Shareholders'Meeting
We would like to express our heartfelt appreciation for your long-standing patronage of PC
DEPOT CORPORATION.
We hereby notify you that the 29th Ordinary General Shareholders' Meeting of PC DEPOTCORPORATION will be held as stated below.
When convening the General Shareholders' Meeting, the Company has taken measures forelectronic provision of the information contained in the Reference Documents for the General
Shareholders' Meeting, etc. (matters regarding measures for electronic provision), and has
posted the information on the following websites on the Internet. Please access any of thewebsites to confirm the information.
■ The Company's website
https://www.pcdepot.co.jp/co_ir/(Please access the above website and check "The 29th Ordinary General Shareholders'Meeting" under "Stock Information" - "General Shareholders' Meeting.")■ Website for posting materials for general shareholders' meetinghttps://d.sokai.jp/7618/teiji/
In addition, matters regarding measures for electronic provision are posted on the following
website of the Tokyo Stock Exchange (TSE) in addition to the Company's website.
■ Tokyo Stock Exchange Website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show-3-

(Please access the TSE website above, enter to search "PC DEPOT CORPORATION" in"Issue name (company name)" or the Company's Securities Code "7618" for "Code," select"Basic Information" and then "Documents for public inspection/PR information" in order, andcheck the "Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting" section in the "Filed information available for public inspection.")If you are unable to attend the meeting, you can exercise your voting rights via the Internet orin writing (by postal mail). Please review the Reference Documents for the General
Shareholders' Meeting and exercise your voting rights by 5:30 p.m. on Friday, June 23, 2023.
[Exercising voting rights via the Internet]
Please access the website designated by the Company for exercising voting rights(https://evote.tr.mufg.jp/), enter the "voting code" and "password" provided on the voting card
sent together with the Notice of Convocation, and follow the instructions on the screen to
indicate your approval or disapproval of the proposals by the above deadline.
When exercising your voting rights via the Internet, please refer to the "Guide to exercising
voting rights via the Internet" as described below.
[Exercising voting rights in writing (by postal mail)]
Please indicate your vote for or against the proposals on the voting card and return it so that it
arrives by the above deadline.
On the day of the general shareholders' meeting, we plan to broadcast live on the Internet.
After the general shareholders' meeting is held, a report of the general shareholders' meeting
and a notice of resolution will be posted on the Company's website.
Sincerely-4-

Notice of Meeting
1. Date and time:
2. Place:
3. Agenda
Matters to bereported:

Matters to beresolved:
Proposal No. 1
Proposal No. 2
Proposal No. 3

Saturday, June 24, 2023, 10:00 a.m. (Reception starts at 9:30 a.m.)
Yokohama Gate Tower, 18th Floor (Corporate Office Conference Room)
1-2-5 Takashima, Nishi-ku, Yokohama, Kanagawa
1. Business report, consolidated financial statements, and otherdocuments for the 29th fiscal year (from April 1, 2022 to March 31, 2023)
2. Consolidated financial statement audit reports by the accounting
auditors and the Board of Corporate Auditors

Partial Amendment to the Articles of Incorporation
The Election of Four (4) Directors
The Election of One (1) Corporate Auditor

4. Matters determined for convocation (guide to exercising voting rights)(1) If there is no indication of approval or disapproval for the proposal on the voting card when voting rights
are exercised in writing (by postal mail), it will be treated as an indication of approval.
(2) If you exercise your voting rights multiple times via the Internet, the final exercise of your voting rights willbe treated as a valid exercise of your voting rights.
(3) If you exercise your voting rights both via the Internet and in writing (by postal mail), the exercise of yourvoting rights via the Internet will be treated as a valid exercise of your voting rights irrespective of the date
and time of arrival.
(4) You may exercise your voting rights by proxy only in the case where the proxy who is another shareholder
with voting rights attends the general shareholders' meeting. However, please note that the proxy will be
required to present written proof of his/her right of proxy.

5. Reference documents for the Shareholders' Meeting and the documents provided
together with the Notice of Convocation(1) At the General Shareholders' Meeting, regardless of whether or not there is a request for delivery of
documents, a document describing the matters regarding measures for electronic provision will be sent
uniformly to all shareholders with voting rights. In accordance with the provisions of laws and regulations
and the Company's Articles of Incorporation, the following items among the matters regarding measuresfor electronic provision are not stated in the said documents.
(i)
Main sales offices(ii) Status of employees(iii) Status of Principal lenders(iv) Measures to ensure appropriate business operations-5-

(v) Notes to the consolidated financial statements(vi) Notes to the individual statement of accounts
Consolidated financial statements and individual statements of accounts audited by the Corporate
Auditors and the Accounting Auditors, respectively, in the preparation of the Corporate Auditors' Report
and the Accounting Auditors' Report include items that should be presented as "main sales offices,""status of employees," "status of principal lenders," "measures to ensure appropriate business
operations," "notes to the consolidated financial statements," and "notes to the individual statement ofaccounts."(2) If revisions are made to any of the reference documents for shareholders, business reports, consolidated
financial statements, and other accounts, said revisions will be the posted on the Company's website.

Information for shareholders who will be attending the Meeting in person
1.

2.
3.

At the venue of the Meeting, the Company will take measures to prevent infection, such as provision of
alcohol disinfectants, ensuring proper ventilation, and social distancing depending on the situation as ofthe date of the meeting.
If you attend the Meeting, you are kindly asked to submit the enclosed voting card to the venue reception
desk. In order to save natural resources, also please bring this Notice of Convocation with you.
As part of a campaign to save energy and protect the environment, COOLBIZ, we will not be wearing any
ties on the day of the Meeting. You are also requested to attend the Meeting in business casual attire.

-6-

Reference Documents for the General Shareholders' Meeting
Proposal and Reference Information
Proposal No. 1: Partial Amendment to the Articles of Incorporation
1. Background of the Proposal(1) Change of the Convener and Chairperson of the Board of Directors
Article 23 of the current Articles of Incorporation stipulates that the convener andchairperson of the Board of Directors shall be the President and Director. However, theCompany proposes to change this to a Director from the perspective of separating theexecution of management and oversight and strengthening the management oversightfunction (monitoring function) of the Board of Directors.
(2) Effective Date of Partial Amendment to the Articles of Incorporation
The amendments to the Articles of Incorporation in this proposal shall take effect at theconclusion of the General Shareholders' Meeting. In addition, even before the partial
amendment to the Articles of Incorporation takes effect, it will be proposed at the beginningof the Board of Directors meeting to change the chairperson to a Director.
2. Details of Proposed Amendments
Details of the proposed amendments are as follows.
(Underlined sections indicate changes.)
Current Articles of Incorporation

Proposed Amendments

Chapter IV Directors and Board of Directors

Chapter IV Directors and Board of Directors(Convener and Chairperson of the Board of Directors)(Convener and Chairperson of the Board of Directors)

Article 23 The President and Director shall, unless

Article 23 Each Director may call the Board of Directors

otherwise provided for by laws and regulations,whenever he/she finds this to be necessary. The

call the Board of Directors and serve as thechairperson of the Board of Directors shall bechairperson thereof. In the event that thedetermined by the Board of Directors. However,President and Director is unable to act due toif the designated person is unable to act due toaccident, another Director, who is to be selected

accident, another Director, who is to be selectedin accordance with an order of priority previouslyin accordance with an order of priority previously

determined by the Board of Directors, shall act

determined by the Board of Directors, shall act

on behalf of the President and Director.

on behalf of the designated person.

-7-

Proposal No. 2: The Election of Four (4) Directors
The term of office of all (five) Directors will expire at the conclusion of the forthcoming Meeting.
Therefore, we ask you to elect four Directors.
This proposal was approved by the Board of Directors upon obtaining an opinion in favor fromthe Nomination and Remuneration Committee, a discretionary advisory body to the Board of
Directors chaired by an independent Outside Director.
The candidates for election as Director are as listed below.
Candidate
No.

Name

1

Takahisa Nojima

Reappointment2

Hideki Saitoh

Reappointment

3

Yumiko Masuda

Reappointment

Outside

Emiko Magoshi

Reappointment

Outside4

New

New Director
Candidate

Reappointment

Representative Director, President &CEO, Member of Nomination andRemuneration Committee

Attendance atBoard ofDirectors Meetings
93%
Attended 13 out of
14 meetings

Director & Senior Executive Officer
and General Manager of Operations
and Manufacturing Headquarters

100%
Attended 14 out of
14 meetings

Independent

Outside Director, Member ofNomination and Remuneration
Committee

Independent

Outside Director, Member ofNomination and Remuneration
Committee

100%
Attended 14 out of
14 meetings
100%
Attended 10 out of
10 meetings

Post and responsibilities at theCompany

Candidate for a
Reappointed Director

Outside-8-

Outside Director
Candidate

Independent

Independent Officer
CandidateCandidateNo.

1
Reappointment

Years in Office

Takahisa Nojima

28 years and
10 months(Born on August 20, 1959)

Number of Shares of
the Company Held:

18,177,460 shares

Career history, posts, and responsibilities at the Company (and other important posts
concurrently held by the candidate)August 1994
July 2009

President and Chief Executive Officer of PC DEPOT Corp.
Representative Director and President of PC DEPOT KYUSHU Co., Ltd.
(currently PC DEPOT STORES Co., Ltd.)
June 2012
Director of ejworks Corporation
June 2014
Chairman of the Board of Directors of ejworks Corporation
February 2019 Member of the Nomination and Remuneration Committee (current)
June 2020
Representative Director, President & CEO of PC DEPOT Corp. (current)
October 2020 Representative Director of FUTURE DESIGN INVESTMENT Corp. (current)
October 2020 Director of EW Design Co., Ltd. (current)
June 2022
Chairman of the Board of Directors of ejworks Corporation (current)
June 2022
Director of PC DEPOT STORES Co., Ltd. (current)(Reason for choosing this candidate to be elected as a Director)
He is the founder of the Company and has been directing the Group's corporate management over the past
27 years as a Representative Director, and established subscription-based Premium Membership, aninnovative and unrivaled business model. The Company has chosen him as a candidate for election tocontinue as Director as he is demonstrating strong leadership toward further development and reform of theentire Group without being confined to preconceived notions.

-9-CandidateNo.

2
Reappointment

Years in Office

Hideki Saitoh

11 years and0 months(Born on April 12, 1973)

Number of shares of
the Company held:

139,540 shares

Career history, posts, and responsibilities at the Company (and other important posts
concurrently held by the candidate)
March 1999
April 2008
June 2010
May 2011
June 2012
June 2012
August 2013
June 2014
June 2016
June 2016
March 2018
June 2020
June 2020

Joined PC DEPOT Corp.
Executive Director of the Company
Director of KITAMURA PC DEPOT CO., LTD.
Senior Executive Director of the Company
Director of the Company
Director of PC DEPOT STORES Co., Ltd.
Director, General Manager of the Sales Management Headquarters, andGeneral Manager of the MD Headquarters of the Company
Managing Director, General Manager of the Sales Management Headquarters,
and General Manager of the MD Headquarters of the Company
Senior Managing Director, General Manager of the Sales Management
Headquarters, and General Manager of the MD Headquarters of the Company
President and Chief Executive Officer of PC DEPOT STORES Co., Ltd
Senior Managing Director and General Manager of Operations andManufacturing Headquarters of PC DEPOT STORES Co., Ltd
Director & Senior Executive Officer and General Manager of Operations andManufacturing Headquarters of PC DEPOT STORES Co., Ltd (current)
Representative Director, President & CEO of PC DEPOT STORES Co., Ltd(current)(Reason for choosing this candidate to be elected as a Director)
He has a broad knowledge of merchandising, and the Company can expect him to maximize the value ofsubscription-based Premium Membership and to develop human resources as a person in charge of store
operation and marketing. The Company has chosen him as a candidate for election to continue as Director
because we judged that he would be a key person to realize customer success through these activities.

- 10 -

CandidateNo.

3
Reappointment

OutsideIndependent

Years in Office

Yumiko Masuda

5 years and0 months(Born on October 20, 1955)

Number of shares of
the Company held:— shares

Career history, posts, and responsibilities at the Company (and other important posts
concurrently held by the candidate)
May 1992
September 1996
July 2006
June 2009
June 2018
February 2019
June 2022
June 2022

Joined BELLSYSTEM24, Inc.
Joined IBM Japan, Ltd.
Joined SAP Japan Co., Ltd.
Representative Director of Consumer Voice Research Institute, Ltd. (current)
Outside Director of PC DEPOT Corp. (current)
Member of the Nomination and Remuneration Committee of PC DEPOTCorp.
Outside Director of DTS Corporation (current)
Chairman of the Nomination and Remuneration Committee of the Company(current)(Reason for choosing this candidate to be elected as an Outside Director and outline of expected roles)
The Company has chosen her as a candidate for election to continue as Outside Director because, as she isqualified as a consumer lifestyle advisor on the basis of her extensive customer service, she is an expert inconsumer- and customer-first management and customer interfaces. She is also expected to provide more
appropriate governance to the Company and increase management transparency in order for the Company topropose a future digital life plan for the customer. Although she had been an executive at a firm with which
the Company had dealings from September 2016 to fiscal 2017, those dealings have been terminated, andshe satisfies the Company's criteria for determining the independence of independent outside directors.
Subject to the approval of her appointment, she is scheduled to continue to serve as a member of theNomination and Remuneration Committee.

- 11 -

Candidate
No.

4
Reappointment

OutsideIndependent

Years in Office

Emiko Magoshi

1 year and0 months(Born on April 16, 1952)

Number of shares of theCompany held:— shares

Career history, posts, and responsibilities at the Company (and other important posts
concurrently held by the candidate)
December 1989
April 2002
March 2003
April 2008
June 2014
March 2016
April 2019
April 2019
June 2021
June 2022
June 2022
July 2022
April 2023

Representative Director of Interlink Co., Ltd.
Professor of International Business at J. F. Oberlin University
Chairman of Transcultural Management Society (current)
Dean of Department of Aviation Management at J. F. Oberlin University
Outside Director of Hitachi Transport System, Ltd.
Outside Director of AXA Life Insurance Co., Ltd.
Outside Director of AXA Holdings Japan Co., Ltd. (Audit and Supervisory
Committee Member) (current)
Vice President of J. F. Oberlin University
Outside Director of DAIHEN Corporation (current)
Outside Director of the Company (current)
Member of the Nomination and Remuneration Committee of the Company(current)
Advisory Board Management Advisor of YKK Corporation (current)
Professor Emeritus of J. F. Oberlin University (current)(Reason for choosing this candidate to be elected as an Outside Director and outline of expected roles)
She is nominated as a candidate for Outside Director based on our expectation on her to strengthen the
supervisory and decision-making function of the Company's Board of Directors by providing supervision andadvice from an independent standpoint based on her extensive knowledge and experience in advancing theCompany's purpose management. The Company made a donation in 2020 to J. F. Oberlin University, fromwhich Ms. Emiko Magoshi retired as Vice President in March 2021. The amount of the donation, 20 million
yen, is minimal in relation to the school's total revenue and meets the Company's criteria for determining theindependence of an independent Outside Director.

- 12 -

(Notes) 1. No special interests exist between the above candidates and the Company.
2. The Company established the Nomination and Remuneration Committee, a discretionary advisory
body to the Board of Directors that is chaired by an independent Outside Director. The Committee
aims to strengthen its corporate governance system by ensuring objectivity, fairness, andtransparency in procedures related to determination of nomination and remuneration ofcandidates for Directors, the consent of candidates for Corporate Auditors, succession plans, etc.
3. The number of shares of the Company held by Mr. Takahisa Nojima, as shown herein, includes
the number of those held by TN Holdings Co., Ltd., an asset management company of his.
4. Ms. Yumiko Masuda and Ms. Emiko Magoshi are candidates for election as Outside Directors. In
addition, the Company has appointed Ms. Yumiko Masuda and Ms. Emiko Magoshi as an
Independent Director as stipulated in the regulations of the Tokyo Stock Exchange and notified
their designation to the TSE.
5. Ms. Yumiko Masuda is currently the Company's Outside Director and will have served as such forfive years when the forthcoming General Shareholders' Meeting is concluded.
6. Ms. Emiko Magoshi is currently the Company's Outside Director and will have served as such for
one year when the forthcoming General Shareholders' Meeting is concluded.
7. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Ms. Yumiko Masuda and Ms. Emiko Magoshi to limit their liability for damages
under Article 423, Paragraph 1 of the said Act. The maximum amount of liability for damages
under the said agreement is 1,000,000 yen or the amount stipulated by law, whichever is higher,
and if the reappointment of Ms. Yumiko Masuda and Ms. Emiko Magoshi is approved, theCompany plans to extend the said agreements.
8. The Company has entered into a directors and officers liability insurance agreement with aninsurance company as prescribed in Article 430-3, paragraph (1) of the Companies Act, underwhich the Directors are the insured persons. The purpose of the said insurance agreement is tocover damages arising from the liability of Directors, as the insured, for the execution of theirduties or from claims related to the pursuit of such liability. D&O insurance premiums are fully paidby the Company. If each of the candidates is elected as a Director and assumes office, each ofthem will be an insured person of the D&O insurance agreement. The contract term of the said
insurance is one year, and it is planned to be renewed upon resolution by the Board of Directors
before the expiration of the said period.
9. Positions and responsibilities are as of the date of dispatch of the notice of convocation. For the
positions and responsibilities of the candidates scheduled after the close of this General
Shareholders' Meeting, please refer to "(Reference) Structure of the Board of Directors for
FY2023."- 13 -

Proposal No. 3: The election of One (1) Corporate Auditor
The terms of office of Mr. Masaki Nishimura, Corporate Auditor will expire at the conclusion of
the General Shareholders' Meeting. Accordingly, the Company proposes the election of one
Corporate Auditor.
This proposal was approved by the Board of Directors through receiving a recommendationfrom the Board of Corporate Auditors and obtaining consent from the Nomination andRemuneration Committee.
The candidates for Corporate Auditor are as follows.
Name

Yuko KatoNew

Post at the Company

New

OutsideIndependent—%—%
Attended — out of — Attended — out of
meetings— meetings—

New Corporate
Candidate for a Reappointed
Reappointment
Corporate Auditor
Auditor Candidate

Yuko Kato

OutsideIndependent

OutsideOutside Auditor
CandidateYears in office—(Born on October 22, 1976)
New

Attendance at Board Attendance of Boardof Directorsof Corporate Auditors
Meetings
Meetings

Independent

Independent
Officer Candidate

Number of shares of theCompany held:— shares

Career history and posts at the Company (and other important posts concurrently held by thecandidate)
April 2000
December 2011
December 2011
August 2014
September 2019
April 2020
October 2020
August 2022
January 2023

Joined Benesse Corporation
Registered as a lawyer
Joined Kawahito Law Office
Joined Torikai Law OfficeOutside Auditor of ipoca Inc.
Outside Board Member of Nitobe Bunka Gakuen (current)
Outside Auditor of NL PLUS Corp. (current)
Outside Auditor of ipoca Inc. (current)
Appointed as partner attorney at Torikai Law Office(Reason for choosing this candidate to be elected as an Outside Auditor)
As a lawyer, she has a wide range of expertise and practical experience in not only corporate legal but also
personnel and labor affairs. She is expected to advise the decision-making of the Board of Directors,
strengthen the legal aspects of the audit system, and perform effective auditing of the governance of theCompany and internal controls. Thus, she has been nominated as a candidate for Outside Auditor on therecommendation of the Board of Corporate Auditors.

- 14 -

Notes

1. Ms. Yuko Kato is a candidate for a new Outside Auditor.
2. No special interests exist between the candidates for Corporate Auditors and the Company.
3. The Company has voluntarily established the "Nomination and Remuneration Committee" chairedby an independent Outside Director as an advisory body to the Board of Directors. The Committee
aims to strengthen its corporate governance system by ensuring objectivity, fairness, andtransparency in procedures related to determination of nomination and remuneration ofcandidates for Directors, the consent of candidates for Corporate Auditors, succession plans, etc.
4. If the appointment of Ms. Yuko Kato is approved, the Company will enter into an agreement withher pursuant to Article 427, Paragraph 1 of the Companies Act, limiting her liabilities for damages
to a certain extent, pursuant to Article 423, Paragraph 1 of the Act. The upper limit of her liability
under the agreement is 500,000 yen or the amount prescribed by law, whichever is higher.
5. The Company has entered into a directors and officers liability insurance agreement with aninsurance company as prescribed in Article 430-3, paragraph (1) of the Companies Act, underwhich the Corporate Auditors are the insured persons. The purpose of the said insurance
agreement is to cover damages arising from the liability of Corporate Auditors, as the insured, forthe execution of their duties or from claims related to the pursuit of such liability. D&O insurance
premiums are fully paid by the Company. If each of the candidates is elected as a Corporate
Auditor and assumes office, each of them will be an insured person of the D&O insurance
agreement. The contract term of the said insurance is one year, and it is planned to be renewed
upon resolution by the Board of Directors before the expiration of the said period.

- 15 -

(Reference) Structure of the Board of Directors for FY2023 (In case Proposal No. 2 and No. 3 are approved
and passed)
Management &Responsibility
TakahisaNojimaPeopleDevelopment

Management

Sales &
MarketingIT
DX

Representative • Chief Executive
Officer
Director,
President &• OverseeingCEO
Sustainable Design

○

○

○

○

Hideki
SaitohDirector,
SeniorManaging
Executive
Officer• General Manager,
Store Division• Overseeing
Restructure of Store
Structure○

YumikoMasudaIndependent
OutsideDirector

—

○

○

Emiko
Magoshi

Independent
OutsideDirector—○○

Takashi
AsayamaFull-time
Corporate
Auditor—Independent
Yoshinari
Noguchi Outside Auditor—

Satoshi
Tamai

Independent
Outside Auditor

—

Yuko
Kato

Independent
Outside Auditor—

Financial
Accounting
Internal
Controls

Legal Affairs
Governance

○

○
○

○

○
○

○

○

○
○

* Expertise and experience of Directors and Auditors (skill matrix)- 16 -

(Reference) Policy and procedures for designation of Director candidates
Our policy is to appoint personnel who are able to respond to managerial consignment from shareholders
as Directors, in order to offer enriched managerial experience and profound insights, and to fulfill theduties and responsibilities of Directors. Under this policy, the Board of Directors determined candidates
for Director after obtaining an opinion in favor from the Nomination and Remuneration Committee.
(Reference)

The Company's "Criteria for Determining the Independence of Independent Outside Directors
and Independent Outside Auditors"
Based on the Corporate Governance Code (Principle 4-9) stipulated by the Financial Instruments andExchange and the Independence Standards, the Company has established the following "Criteria for
Determining the Independence of Independent Outside Directors and Independent Outside Auditors" toensure the independence of Independent Outside Directors and Independent Outside Auditors, and all
candidates nominated for Outside Directors satisfy the criteria.

(1) The individual must not currently or in the past three (3) years fall under any of the following
descriptions.
a. Persons related to the Company. Persons who meet the descriptions specified below shall beconsidered as persons related to the Company.
• Executives of companies in which the Company's executive officers (Note 1) serve as directors• Major shareholders of the Company (those who directly or indirectly hold 10% or more of thevoting rights) or an executive officer thereof• Partners of the Company's Accounting Auditor or employees engaged in the audit of theCompanyb. Business executors of the Company's principal lender (Note 2)c. Business executors (including partners, etc.) of the Company's major business partners (Note 3)d. Those who receive remuneration in excess of 10 million yen per annum from the Company,
separate from remuneration for Directors and Corporate Auditorse. An individual who executes the business of an organization that receives donations (Note 4) fromthe Company exceeding a certain amount(2) The individual's spouse, relative within second degree of kinship, or person or persons living with theindividual does not currently correspond to any of the descriptions listed below (excluding nonmaterial persons).
a. The Company's business executorb. Those listed in (1)a. to e. above(3) Even if an individual falls under one or more of the above descriptions, if the Company considers thatthe individual is suitable as an Outside Director and/or Auditor with independence in light of theindividual's character, insight, etc., the Company may appoint the individual as an Outside Director
and/or Auditor with independence on condition that the Company is able to explain externally why it
considers the individual is suitable for the position.
Note 1: Business executors shall refer to executive directors, executive officers, and important
employees, such as executive officers.
Note 2: Major lender shall refer to those with amounts equivalent to 2% or more of total consolidated
assets.

- 17 -

Note 3: Major business partner shall refer to those whose transactions with the Company exceed 2%of the annual consolidated net sales of that business partner in the last fiscal year of thatbusiness partner's business.
Note 4: Donations in excess of a certain amount refers to donations to an organization in excess of 10
million yen per year or 2% of the total income of the organization, whichever is greater.

- 18 -