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: 8929
March 10, 2021
To our shareholders:
Masazumi Hasumi
President
Aoyama Zaisan Networks Company, Limited
8-4-14 Akasaka, Minato-ku, Tokyo

Notice of the 30th Annual General Meeting of Shareholders
You are cordially invited to attend the 30th Annual General Meeting of Shareholders of Aoyama Zaisan Networks
Company, Limited (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by sending the enclosed voting
form by postal mail or via the Internet. Please review the attached Reference Documents for General Meeting of
Shareholders, and exercise your voting rights by 5:30 p.m. on Thursday, March 25, 2021 (JST).
1. Date and Time: Friday, March 26, 2021, at 10:00 a.m. (JST) (venue opens at 9:20 a.m.)
2. Venue:Hall B, Tokyo Midtown (Midtown East B1F)
9-7-1 Akasaka, Minato-ku, Tokyo(We have changed the venue prior to holding the meeting due to renovation work at “Meiji
Kinenkan,” the venue at which the meeting has been held previously.)
3. Purpose of the Meeting
Matters to be reported:
1.
The Business Report and the Consolidated Financial Statements for the 30th fiscal year (from January 1,
2020 to December 31, 2020), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board
2.
The Non-consolidated Financial Statements for the 30th fiscal year (from January 1, 2020 to December 31,
2020)
Matters to be resolved:
Proposal No. 1
Election of Ten Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member
4. Exercising Your Voting Rights
Please see “Exercising Your Voting Rights” on page 3.
<Notice Regarding Novel Coronavirus Infection>
Based on the recent situation regarding the spread of novel coronavirus disease (COVID-19) and in order to protect the health and safetyof all of our shareholders, we request that you refrain from attending on the day of the General Meeting of Shareholders regardless ofhealth condition, and exercise your voting rights in advance in writing (postal mail) or via the Internet if at all possible. We plan torelease the proceedings of the meeting on the Company’s website at a later date, so please look there for the Company’s business
reporting and other information.

-1-

- Please submit the enclosed voting form at the reception on your arrival. Also, please bring this Notice of the General Meeting of
Shareholders as the reference material.
- In the case where any amendments are made to the Reference Documents for General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements or Consolidated Financial Statements, the Company will publish the amended information
on its website.
- Among those we are obliged to provide with this Notice of the General Meeting of Shareholders, the following documents are notincluded in the attached documents to this Notice of the General Meeting of Shareholders because they are published on the
Company’s website in accordance with laws and regulations, and Article 14 of the Company’s Articles of Incorporation. Therefore,
the attached documents to this Notice of the General Meeting of Shareholders are part of those audited by the Audit & Supervisory
Board Members and the Financial Auditor in order to create the audit report.
1. Notes to Consolidated Financial Statements, 2. Notes to Non-consolidated Financial Statements
Company’s website (https://www.azn.co.jp/)-2-

Exercising Your Voting Rights
Voting rights at the General Meeting of Shareholders are the rights of shareholders.
Please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting
rights.
You can exercise your voting rights in the following three methods.

Attending the General Meeting of Shareholders
Please submit the enclosed voting form at the reception on your arrival.
Date and time of the General Meeting of Shareholders:

Friday, March 26, 2021, at 10:00 a.m. (JST)Exercising your voting rights by postal mailPlease indicate your approval or disapproval of the proposals in the enclosed voting form and return the form to theCompany by postal mail.
Deadline for exercising voting rights:

Thursday, March 25, 2021, at 5:30 p.m. (JST)Exercising your voting rights via the Internet, etc.
Please enter your approval or disapproval of the proposals following instruction described on the next page (available
in Japanese only).
Deadline for exercising voting rights:

Thursday, March 25, 2021, at 5:30 p.m. (JST)-3-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Election of Ten Directors

The terms of office of all 11 Directors will expire and Director Seido Nakatani will retire at the conclusion of thismeeting. Therefore, the Company proposes the election of ten Directors (three of whom are outside Directors).
The candidates for Director are as follows:
Candidate
No.

Name

Current Position

Attribution

1

Masazumi Hasumi

President

Reelection

2

Masayuki Yagi

DirectorReelection

3

Takeshi Matsuura

DirectorReelection

4

Shinji Shimane

DirectorReelection

5

Takaomi Ogawa

DirectorReelection

6

Hideo Matsuda

DirectorReelection

7

Shintaro Hashiba

DirectorReelection

8

Haruo Shimada

Director

9

Keiji Watanabe

DirectorReelection
OutsideIndependent
Reelection
OutsideIndependent
10

Michihiro Nagasaka

Reelection
OutsideDirectorReelection: Candidate for reelected Director
Outside: Candidate for outside Director
Independent: Independent officer as provided for by Stock Exchange, etc.

-4-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Aug. 1983
Nov. 1991

1

Masazumi Hasumi(December 7, 1956)
Reelection

Joined Aoyama Audit Corporation
Joined Yamada & Partners Accounting Office(current: Yamada & Partners Certified Public
Tax Accountants’ Co.) and BDO Sanyu & Co.
Dec. 1996
Representative Director of Proggest Co., Ltd.
(company name changed to Proggest Holdings,
Ltd. in July 2005)
July 2001
Director of TFR Sogo Kenkyusho (current
position)
July 2005
Representative Director of Proggest Co., Ltd.
(current: Aoyama Zaisan Investments Co., Ltd.)(current position)
Sept. 2008
Director of the Company
Oct. 2008
President
Mar. 2009
Director of Funai Estate Co., Ltd. (current:
Aoyama Estate Co., Ltd.)
Oct. 2010
Director of KRF Corporation (current: Aoyama
Estate Co., Ltd.) (current position)
Jan. 2011
President and Executive Officer of theCompany
Jan. 2011
Managing Director of Aoyama WealthManagement Pte. Ltd. (current position)
June 2012
Outside Director of UKAI CO., LTD.
Oct. 2013
Director of Nihon Shisan Soken Co., Ltd.
Oct. 2013
President of Aoyama Zaisan Networks USA,
Inc. (current position)
Mar. 2014
President of the Company (current position)
Aug. 2016
President of Business Succession Navigator
Corporation (current position)
Feb. 2017
Representative Director of Aoyama Investment
Partners No.1 Co., Ltd. (current position)
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)
June 2017
Director of PT. Aoyama Zaisan Networks
Indonesia (current position)
Mar. 2018
Chairman of Nihon Shisan Soken Co., Ltd.
(current position)
Dec. 2019
Chairman of Aoyama Zaisan Networks Kyushu,
Co., Ltd. (current position)
Oct. 2020
Representative Director of Aoyama Financial
Service Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Director of Aoyama Estate Co., Ltd.
Representative Director of Aoyama Zaisan Investments Co.,
Ltd.
Chairman of Nihon Shisan Soken Co., Ltd.
Managing Director of Aoyama Wealth Management Pte. Ltd.
President of Aoyama Zaisan Networks USA, Inc.
President of Business Succession Navigator Corporation
Director of TFR Sogo Kenkyusho
Representative Director of Aoyama Investment Partners No.1
Co., Ltd.
Director of PT. Aoyama Zaisan Networks Indonesia
Chairman of Aoyama Zaisan Networks Kyushu, Co., Ltd.
Representative Director of Aoyama Financial Service Co., Ltd.

Number of theCompany’s shares
owned

-5-

1,236,688 shares

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Reasons for nomination as candidate for Director
Serving as President of the Company, Mr. Hasumi has extensive experience as a corporate manager and a high level ofknowledge about the Company’s business activities. Since he has implemented his duties of determining theCompany’s important issues and supervising Directors and Executive Officers in performing their duties in an
appropriate, fair and efficient manner, he is expected to continue his contribution to strengthening the governancesystem. Accordingly, the Company judged that he is proper for the status as its Director and appointed him as a
candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1990
Sept. 1991
Jan. 2005

2

Number of theCompany’s shares
ownedJoined Murakami Corporation
Joined the Company
Executive Officer, Manager of Individual Asset
Consulting Department
Mar. 2006
Director, Executive Officer, and Manager ofFirst Business Department
Jan. 2011
Executive Officer, Manager of Individual Asset
Consulting Department
Jan. 2013
Executive Officer, General Manager ofBusiness Division
Mar. 2013
Director, Executive Officer, and General
Manager of Business Division
Oct. 2013
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2014
Director, Managing Executive Officer, andGeneral Manager of Business Division of theMasayuki Yagi
Company
63,388 shares(April 24, 1967)
Dec. 2014
Director of Aoyama Wealth Management Pte.
Reelection
Ltd. (current position)
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Dec. 2017
Director of Aoyama Investment Partners No.1
Co., Ltd. (current position)
July 2020
Director, Managing Executive Officer, General
Manager of the Business Division and General
Manager of Business Succession Consulting
First Division of the Company (current
position)(Significant concurrent positions outside the Company)
Director of Nihon Shisan Soken Co., Ltd.
Director of Aoyama Wealth Management Pte. Ltd.
Director of Aoyama Investment Partners No.1 Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Business Division of the Company, Mr. Yagi
directs and supervises the overall sales division and performs his duties relating to the Company’s business activities
appropriately. As he is expected to continue his contribution to the long-term improvement of the enterprise value andstrengthening the governance system, the Company judged that he is proper for the status as its Director and appointed
him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1991
May 1995

3

Number of theCompany’s shares
ownedJoined Daiwa House Industry Co., Ltd.
Joined Nissho Iwai Real Estate Corp. (current:
Sojitz Corporation)
Oct. 2000
Joined the Company
Jan. 2005
Executive Officer, Manager of Real-estate
Department
Jan. 2006
President of Funai Estate Co., Ltd. (current:
Aoyama Estate Co., Ltd.)Mar. 2007
Director, Executive Officer, and Manager ofSixth Business Department of the Company
Oct. 2010
Representative Director of KRF Corporation(current: Aoyama Estate Co., Ltd.) (current
position)Jan. 2011
Executive Officer, Manager of Real-estate
Department of the Company
Mar. 2014
Director, Executive Officer, and General
Manager of Real-estate Division
Mar. 2016
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2016
Director, Managing Executive Officer, andTakeshi Matsuura
General Manager of Real-estate Division of the
40,838 shares(May 6, 1965)
Company (current position)
Reelection
June 2017
Director of Shinsei Aoyama Partners Co., Ltd.
(current position)
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
June 2017
Director of PT. Aoyama Zaisan Networks
Indonesia (current position)
July 2017
Director of Aoyama Zaisan Networks USA,
Inc. (current position)
July 2017
Director of Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.) (current position)(Significant concurrent positions outside the Company)
Representative Director of Aoyama Estate Co., Ltd.
Director of Nihon Shisan Soken Co., Ltd.
Director of Shinsei Aoyama Partners Co., Ltd.
Director of PT. Aoyama Zaisan Networks Indonesia
Director of Aoyama Zaisan Networks USA, Inc.
Director of Aoyama Zaisan Investments Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Managing Executive Officer, and General Manager of Real-estate Division of the Company, Mr.
Matsuura performs his duties appropriately, using his extensive experience and a high level of knowledge to supervise
the Company’s Real-estate Division. He is also in charge of the provision of profitable real estate in Japan and abroad
and the regional revitalization business, which leads to contribution to regional economies. As he is expected tocontinue his contribution to the long-term improvement of the enterprise value and strengthening the governancesystem, the Company judged that he is proper for the status as its Director and appointed him as a candidate for
Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Oct. 1995

4

Number of theCompany’s shares
ownedJoined Ota Showa Audit Corporation (current:
Ernst & Young ShinNihon LLC)
Oct. 2000
Joined Avaya Japan Ltd.
Sept. 2001
Joined Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.)
Aug. 2006
Director of Proggest Co., Ltd. (current: Aoyama
Zaisan Investments Co., Ltd.) (current position)
Jan. 2011
Temporarily transferred to the Company
Jan. 2014
Executive Officer, General Manager ofBusiness Succession Consulting Division
Jan. 2015
Transferred to the Company
Jan. 2016
Representative Director of Shinsei Aoyama
Partners Co., Ltd. (current position)
Mar. 2016
Director of Nihon Shisan Soken Co., Ltd.
Mar. 2016
Director, Executive Officer, and General
Manager of Business Succession Consulting
Division of the Company
Aug. 2016
Director of Business Succession Navigator
Shinji Shimane
Corporation (current position)(October 27, 1971)
45,658 shares
Reelection
June 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Dec. 2017
Director of Aoyama Investment Partners No.1
Co., Ltd. (current position)
Dec. 2019
Director of Aoyama Zaisan Networks Kyushu,
Co., Ltd. (current position)
July 2020
Director, Executive Officer, and General
Manager of Business Succession Consulting
Second Division of the Company (current
position)(Significant concurrent positions outside the Company)
Director of Aoyama Zaisan Investments Co., Ltd.
Director of Nihon Shisan Soken Co., Ltd.
Representative Director of Shinsei Aoyama Partners Co., Ltd.
Director of Business Succession Navigator Corporation
Director of Aoyama Investment Partners No.1 Co., Ltd.
Director of Aoyama Zaisan Networks Kyushu, Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Executive Officer, and General Manager of Business Succession Consulting Second Division, Mr.
Shimane performs his duties appropriately as he supervises the Company’s Business Succession Consulting Divisionusing his extensive experience and a high level of knowledge and makes efforts to provide a service to support
corporate owners in decision-making as a joint project with a business partner, Nihon M&A Center Inc. As he isexpected to continue his contribution to expanding the Company’s performance and strengthening the governancesystem, the Company judged that he is proper for the status as its Director and appointed him as a candidate for
Director.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1991
Sept. 1992

5

Number of theCompany’s shares
ownedJoined Chiba Nichirei Service Co., Ltd.
Joined Takano Yasuo Zeirishi Jimusho (current:
Zeimu Sogo Tax Corporation)
Oct. 1995
Joined Fudosan Kaikei Sogo Center (current:
Nihon Shisan Soken Co., Ltd.)
Aug. 2003
Director of Funai Zaisan Consultants Keiyo
Co., Ltd. (current: Nihon Shisan Soken Co.,
Ltd.)
Jan. 2009
Director of Nihon Shisan Soken Consultant Inc.
(current: Nihon Shisan Soken Co., Ltd.)
Dec. 2009
President of Funai Zaisan Consultants Keiyo
Co., Ltd. (current: Nihon Shisan Soken Co.,
Takaomi Ogawa
Ltd.)65,444 shares(June 12, 1972)
Reelection
Oct. 2013
Executive Officer, General Manager of NSS
Division of the Company
Mar. 2016
Director, Executive Officer, General Manager
of NSS Division (current position)
June 2017
President of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Apr. 2020
Representative Director of Nitto Fudosan Co.,
Ltd. (current position)(Significant concurrent positions outside the Company)
President of Nihon Shisan Soken Co., Ltd.
Representative Director of Nitto Fudosan Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Ogawa serves not only as Director, Executive Officer and General Manager of NSS Division of the Company, butalso as President of Nihon Shisan Soken Co., Ltd., a subsidiary, contributing to the expansion of business performanceof the Aoyama Zaisan Networks group in the Keiyo area, using his extensive experience, and therefore performs his
duties appropriately. As he is expected to continue his contribution to expanding the Company’s performance andstrengthening the governance system, the Company judged that he is proper for the status as its Director and appointed
him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1984

6

Number of theCompany’s shares
ownedJoined Sato Sumio Zeirishi Jimusho (current:
Meinan Keiei Tax Corporation)
Jan. 2006
Managing Director of Meinan Keiei Co., Ltd.
(current: Meinan Keiei Consulting Co., Ltd.)
Feb. 2013
Director of Meinan Holdings (current: Meinan
Keiei Holdings)
June 2013
President and Chief Executive Officer ofMeinan (Ningbo) Investment Co., Ltd.
Dec. 2014
Representative Director of Meinan Zaisan
Consultants Co., Ltd.
Dec. 2014
Director of Meinan Zaisan Consulting Co., Ltd.
Jan. 2018
Joined the Company
Executive Officer, General Manager of General
Hideo Matsuda
Information Network Division(November 2, 1961)
838 shares
Reelection
Mar. 2018
Director, Executive Officer, General Manager
of General Information Network Division(current position)
June 2018
Director of Business Succession Navigator
Corporation (current position)
Dec. 2019
President of Aoyama Zaisan Networks Kyushu,
Co., Ltd. (current position)
Oct. 2020
Director of Aoyama Financial Service Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
Director of Business Succession Navigator Corporation
President of Aoyama Zaisan Networks Kyushu, Co., Ltd.
Director of Aoyama Financial Service Co., Ltd.
Reasons for nomination as candidate for Director
Serving as Director, Executive Officer and General Manager of General Information Network Division, Mr. Matsuda
performs his duties appropriately as he makes efforts to expand a national network of tax accountants’ corporations andaccounting firms and supervises the development and sale of operating lease products. As he is expected to continue his
contribution to expanding the Company’s performance and strengthening the governance system, the Company judgedthat he is proper for the status as its Director and appointed him as a candidate for Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1987

7

Number of theCompany’s shares
ownedJoined The Kyowa Bank, Ltd. (current: Resona
Bank, Limited)
Oct. 2003
General Manager of Shin-Yurigaoka BranchOct. 2004
General Manager of Tokyo Central Marketing
Division 1
July 2008
General Manager of Shin-Toshin Marketing
Division 3
Aug. 2013
Director, Deputy Division Manager ofMarketing Division, General Manager ofBusiness Development Department of J-COM
Co., Ltd. (current: LIKE, Inc.)
May 2014
Director of J-COM Holdings Co., Ltd. (current:
LIKE, Inc.)
May 2014
President and Representative Director of
Sunrise Villa Co., Ltd. (current: LIKE Care,Inc.)
Nov. 2015
Joined the Company
General Manager of Management Planning
OfficeJan. 2017
Executive Officer, Manager of Management
Planning Department
Aug. 2017
Executive Officer, General Manager of
Shintaro Hashiba
Administration Division
9,296 shares(March 22, 1964)
Aug. 2017
Director of Aoyama Estate Co., Ltd. (current
Reelection
position)Aug. 2017
Commissioner of PT. Aoyama Zaisan Networks
Indonesia (current position)
Aug. 2017
Auditor of Aoyama Investment Partners No.1
Co., Ltd. (current position)
Oct. 2017
Director of Nihon Shisan Soken Co., Ltd.
(formerly Nihon Shisan Soken Consultant Inc.)(current position)
Mar. 2020
Director, Executive Officer, General Manager
of Administration Division of the Company
Apr. 2020
Director of Nitto Fudosan Co., Ltd. (current
position)
July 2020
Director, Executive Officer, General Manager
of Administration Planning Division of theCompany (current position)(Significant concurrent positions outside the Company)
Director of Nihon Shisan Soken Co., Ltd.
Director of Aoyama Estate Co., Ltd.
Auditor of Aoyama Investment Partners No.1 Co., Ltd.
Commissioner of PT. Aoyama Zaisan Networks Indonesia
Director of Nitto Fudosan Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Hashiba is serving as Director, Executive Officer, General Manager of Administration Planning Division of theCompany, and using his extensive experience and knowledge, he has been reinforcing management functions inmanagement planning, IR, accounting, finance, legal affairs, systems, personnel, general affairs, etc. Since his wideranging experience and knowledge continue to be necessary for organizing the management platform and developing
new business strategies to achieve the Company’s continuous growth, the Company judged that he is proper for the
status as its Director and appointed him as a candidate for Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1975

8

Number of theCompany’s shares
owned

Associate professor of Faculty of Economics,
Keio University
May 1978
Visiting Senior Researcher of Economic
Research Institute, Economic Planning Agency
Apr. 1982
Professor of Faculty of Economics, Keio
University
Mar. 1986
Visiting professor of Massachusetts Institute ofTechnology
May 1995
Outside Auditor of Okaya & Co., Ltd.
June 2000
Visiting professor of Research Center for
Advanced Science and Technology, theUniversity of Tokyo
June 2001
Outside Auditor of DENTSU INC.
Apr. 2002
Outside Director of Millea Holdings, Inc.
(current: Tokio Marine Holdings, Inc.)
June 2002
Outside Director of Asahi Glass Co., Ltd.
Apr. 2004
Chairman, Fujitsu Research Institute, Economic
Research Center
Mar. 2007
Outside Director of the Company (current
Haruo Shimada
position)(February 21, 1943)
Apr. 2007
President of Chiba University of Commerce
4,223 shares
Reelection
Aug. 2008
Outside Director of SANGIKYO
OutsideCORPORATION
IndependentOct. 2008
Outside Auditor of Temp Holdings Co., Ltd.
(current: PERSOL HOLDINGS CO., LTD.)
June 2012
Outside Director of Alfresa Holdings
Corporation
May 2015
Outside Director of Okaya & Co., Ltd. (current
position)
Sept. 2015
Outside Director of Legend Partners Ltd.
Jan. 2016
President of Shimada Sogo Kenkyujo (current
position)Jan. 2017
President of the Japan Forum on International
Relations, Inc.
Apr. 2017
Chairperson of the Board of Trustees of Tokyo
Metropolitan Public University Corporation(current position)(Significant concurrent positions outside the Company)
Outside Director of Okaya & Co., Ltd.
President of Shimada Sogo Kenkyujo
Chairperson of Tokyo Metropolitan Public University
Corporation
Reasons for nomination as candidate for outside Director
Using his extensive knowledge as a long-term economics researcher, Mr. Shimada is expected to continue his
contribution to strengthening the governance system, including reinforcing the supervision of Directors in performing
their duties, from his independent position. Accordingly, the Company appointed him as a candidate for Outside
Director.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Oct. 1975

Number of theCompany’s shares
ownedJoined Price Waterhouse Accounting Office(current: PricewaterhouseCoopers Aarata LLC)
July 1987
Representative Partner of Aoyama Audit
Corporation (current: PricewaterhouseCoopers
Aarata LLC)
Partner of PricewaterhouseCoopers (current:
PricewaterhouseCoopers Aarata LLC)
Aug. 1995
Joined Tohmatsu & Co. (current: Deloitte
Touche Tohmatsu LLC)
Apr. 1996
Representative Partner
June 2000
Outside Director of Ichiyoshi Securities Co.,Ltd.
July 2003
Global Middle Markets Leader of Deloitte
Keiji Watanabe
Touche Tohmatsu LLC(January 21, 1943)
June 2008
Outside Director of ASAHI KOGYOSHA CO.,2,466 shares
Reelection
LTD. (current position)
OutsideJune 2010
Outside Director of SBI Holdings, Inc.
Independent
9
Mar. 2011
Outside Director of the Company (current
position)
June 2017
Outside Director of SBI Insurance Group Co.,
Ltd. (current position)
June 2017
Outside Corporate Auditor of Hokuetsu
Corporation (current position)
June 2018
Outside Director of UKAI CO., LTD. (current
position)(Significant concurrent positions outside the Company)
Outside Director of ASAHI KOGYOSHA CO., LTD.
Outside Director of SBI Insurance Group Co., Ltd.
Outside Corporate Auditor of Hokuetsu Corporation
Outside Director of UKAI CO., LTD.
Reasons for nomination as candidate for outside Director
Holding experience and professional knowledge as an expert of accounting, Mr. Watanabe supervises the Company’s
management appropriately from his objective position as a professional accountant. As he is expected to continue his
contribution to strengthening the governance system, including reinforcing the supervision of Directors in performing
their duties, from his independent position, the Company appointed him as a candidate for Outside Director.
Apr. 1985
Joined Wakabayashi Law Office
Mar. 1992
Joined Nihon M&A Center Inc.
Dec. 2010
Manager of Business Promotion Department of
Nihon M&A Center Inc.
Mar. 2014
Outside Director of the Company (current
Michihiro Nagasaka
position)(April 21, 1962)
4,211 shares
Reelection
Apr. 2015
Manager of Sales Support Department, General
OutsidePlanning Division of Nihon M&A Center Inc.
10
Aug. 2016
Vice President of Business Succession
Navigator Corporation (current position)(Significant concurrent positions outside the Company)
Vice President of Business Succession Navigator Corporation
Reasons for nomination as candidate for outside Director
Nihon M&A Center Inc., at which Mr. Nagasaka holds a position, is in partnership with the Company to provide asset,
business succession and real-estate consultation for corporate owners. As it is expected that he will provide usefuladvice concerning business knowhow and marketing promotion and contribute to strengthening the relationship withthe company and developing the business further, the Company appointed him as a candidate for Outside Director.
Notes: 1. Special interests between the candidates and the Company are as follows.
Business Succession Navigator Corporation, whose President is Masazumi Hasumi and Vice President is Michihiro
Nagasaka, has concluded a business outsourcing contract concerning planning and operation of seminars andadvertisement with the Company.

- 14 -

Nihon M&A Center Inc., at which Michihiro Nagasaka holds a position, is in partnership with the Company to provide
asset, business succession and real-estate consultation for corporate owners.
There is no special interest between any other candidates and the Company.
2. Haruo Shimada is a candidate for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Haruo Shimada has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Haruo Shimada is approved, theCompany plans for his appointment as an independent officer to continue.
3. Haruo Shimada is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as an
outside Director will have been 14 years.
4. Keiji Watanabe is a candidate for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Keiji Watanabe has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Keiji Watanabe is approved, theCompany plans for his appointment as an independent officer to continue.
5. Keiji Watanabe is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as an
outside Director will have been ten years.
6. Michihiro Nagasaka is a candidate for outside Director.
7. Michihiro Nagasaka is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as
an outside Director will have been seven years.
8. The Company has entered into limited liability agreements with Haruo Shimada, Keiji Watanabe and Michihiro Nagasaka,
pursuant to the provisions of Article 427, paragraph (1) of the Companies Act. The maximum amount of liability fordamages under these agreements is ¥5 million or the amount provided for under laws and regulations whichever is higher.
If the reelection of Haruo Shimada, Keiji Watanabe and Michihiro Nagasaka is approved, the Company plans to renew
the aforementioned limited liability agreements with them.
9. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with AIG General
Insurance Company, Ltd. that covers Masazumi Hasumi, Masayuki Yagi, Takeshi Matsuura, Shinji Shimane, Takaomi
Ogawa, Hideo Matsuda, Shintaro Hashiba, Haruo Shimada, Keiji Watanabe and Michihiro Nagasaka as insured persons,pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act. As the scope of insured persons is
Directors and Audit & Supervisory Board Members, including those at subsidiaries and those who are outside officers,
Masazumi Hasumi, Masayuki Yagi, Takeshi Matsuura, Shinji Shimane, Takaomi Ogawa, Hideo Matsuda, Shintaro
Hashiba, Haruo Shimada, Keiji Watanabe and Michihiro Nagasaka are included as insured persons in this insurance policy.
This insurance policy covers damages which may arise from liability borne by the officers, etc. who are insured persons
in the course of execution of their duties or claims pertaining to the pursuit of such liability. The Company shall bear thefull expense of the insurance premiums. In addition, the Company plans to renew the insurance policy with the samedetails at the time of the next renewal.
10. Number of the Company’s shares owned by the candidates includes those owned by them under the directors’ stock
ownership plan as of December 31, 2020.

- 15 -

Proposal No. 2

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Hiroaki Rokugawa will expire at the conclusion of thisAnnual General Meeting of Shareholders. Therefore, the Company proposes the election of one Audit & Supervisory
Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company
Apr. 1997
Apr. 1997
June 2002

Number of theCompany’s shares
ownedRegistered as Attorney (Dai-Ichi Tokyo Bar Association)
Joined Hori & Partners
Joined Barack Ferrazzano Kirschbaum & Nagelberg LLP(Chicago)
Apr. 2005
Lecturer, Chiba University Law School
Mar. 2007
Joined Tokyo Aoyama, Aoki, Koma Baker & McKenzie
Law Office
Apr. 2007
Lecturer, Advanced Institute of Industrial Technology(current position)
June 2008
Representative Attorney, Ogasawara Konno & Rokugawa(current position)
Oct. 2008
Lecturer, Polytechnic University, Japan Organization for
Employment of the Elderly, Persons with Disabilities
and Job Seekers
Mar.
2009
OutsideAudit & Supervisory Board Member of the
Hiroaki Rokugawa
Company(current position)(June 10, 1963)
Apr.
2009
Lecturer,
Facultyof Law, Seijo University
4,038 shares
Reelection
Dec. 2010
Outside Auditor, Yumeshin Holdings Co., Ltd. (currently
OutsideYumeshin Holdings Group Co.) (current position)
Independent
Apr. 2012
Professor, Graduate School of Law, Tokai University
Apr. 2013
Lecturer, School of Culture, Media and Society, Waseda
University
Dec. 2016
Outside Director, Tsunagu Group Holdings, Inc. (current
position)
Sept. 2017
Outside Auditor, OKWAVE Inc. (current position)
Sept. 2020
Outside Director, Abalance Corporation (current position)(Significant concurrent positions outside the Company)
Representative Attorney, Ogasawara Konno & Rokugawa
Lecturer, Advanced Institute of Industrial Technology
Outside Auditor, Yumeshin BeNEXT Group
Outside Director, Tsunagu Group Holdings, Inc.
Outside Auditor, OKWAVE Inc.
Outside Director, Abalance Corporation
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Mr. Rokugawa has in-depth knowledge of corporate legal affairs in general as an attorney. As he is expected to enhance the audit
system of the Company, such as by improving the soundness, transparency and compliance of corporate management with the use of
his extensive experience and specialist knowledge, he has been nominated as a candidate for outside Audit & Supervisory Board
Member.
Notes: 1. Hiroaki Rokugawa is a candidate for outside Audit & Supervisory Board Member.
The Company has submitted notification to the Tokyo Stock Exchange that Hiroaki Rokugawa has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Hiroaki Rokugawa is approved,
the Company plans for his appointment as an independent officer to continue.
2. There is no special interest between Hiroaki Rokugawa and the Company.
3. Hiroaki Rokugawa is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion ofthis meeting, his tenure as an outside Audit & Supervisory Board Member will have been 12 years.
4. The Company has entered into limited liability agreement with Hiroaki Rokugawa, pursuant to the provisions of Article
427, paragraph (1) of the Companies Act. The maximum amount of liability for damages under these agreements is ¥5- 16 -

million or the amount provided for under laws and regulations whichever is higher. If the reelection of Hiroaki Rokugawa
is approved, the Company plans to renew the aforementioned limited liability agreement with him.
5. Number of the Company’s shares owned by Hiroaki Rokugawa includes those owned by him under the directors’ stock
ownership plan as of December 31, 2020.
6. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with AIG General
Insurance Company, Ltd. that covers Hiroaki Rokugawa as an insured person, pursuant to the provisions of Article 430-3,
paragraph (1) of the Companies Act. As the scope of insured persons is Directors and Audit & Supervisory Board Members,
including those at subsidiaries and those who are outside officers, Hiroaki Rokugawa is included as an insured person inthis insurance policy. This insurance policy covers damages which may arise from liability borne by the officers, etc. who
are insured persons in the course of execution of their duties or claims pertaining to the pursuit of such liability. The
Company shall bear the full expense of the insurance premiums. In addition, the Company plans to renew the insurance
policy with the same details at the time of the next renewal.

- 17 -