Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4284
March 14, 2023
Start date of measures for electronic provision: March 8, 2023
To our shareholders:
Akira Nagao
President and Representative Director
SOLXYZ Co., Ltd.
1-21 Shibaura 3-chome, Minato-ku, Tokyo

Notice of the 43rd Annual General Meeting of Shareholders
You are cordially invited to attend the 43rd Annual General Meeting of Shareholders (the “Meeting”) of
SOLXYZ Co., Ltd. (the “Company”), which will be held as indicated below.

When convening the Meeting, the Company takes measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and posts this information
on each of the following websites. Please access either of the websites using the internet address shown below
to review the information.

The Company’s website:
https://www.solxyz.co.jp/investor/stockinfo/holders_meeting/ (in Japanese only)

Website with Materials for the General Meeting of Shareholders:
https://d.sokai.jp/4284/teiji/ (in Japanese only)

Website of the Tokyo Stock Exchange (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)(Please access the above TSE website, enter and search for “SOLXYZ” in “Issue name (company name)” or“4284,” the Company’s securities code, in “Code,” select “Basic information” and “Documents for public
inspection/PR information” in that order, and review the information in “Notice of General Shareholders
Meeting / Informational Materials for a General Shareholders Meeting” under “Filed information available
for public inspection.”)Furthermore, from the perspective of ensuring the safety of shareholders and preventing the spread ofnovel coronavirus disease (COVID-19), we ask that you refrain from attending the Meeting on the day,regardless of the condition of your health, and consider exercising your voting rights in writing or via
the internet. Accordingly, please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by no later than 5:30 p.m. on Wednesday, March 29, 2023
(JST).

-1-

1. Date and Time:Thursday, March 30, 2023, at 10:00 a.m. (JST)

2. Venue:

La Salle Royale, second basement floor, AURUM
26-2 Higashi Ueno 1-chome, Taito-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported(1) The Business Report and the Consolidated Financial Statements for the 43rdfiscal year (from January 1, 2022 to December 31, 2022), and the audit resultsof the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee(2) The Non-consolidated Financial Statements for the 43rd fiscal year (fromJanuary 1, 2022 to December 31, 2022)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3: Election of One Director Who is an Audit & Supervisory Committee Member
Proposal No. 4: Payment of Retirement Benefits to Retiring Directors- If you attend the Meeting, please submit the voting form at the reception desk.
- In relation to the Meeting, regardless of whether or not there has been a request for the delivery of paper-based documents,
the Company has sent paper-based documents for delivery that state the matters subject to measures for electronic provision
to all shareholders.
However, in accordance with the provisions of laws and regulations, and Article 15 of the Articles of Incorporation of theCompany, among the matters subject to measures for electronic provision, Notes to Consolidated Financial Statements andNotes to Non-consolidated Financial Statements are posted on the website of the Company, the website with materials for
the General Meeting of Shareholders, and the website of the Tokyo Stock Exchange, and therefore, they shall not be statedon the paper-based documents for delivery. Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated Financial Statements auditedby the Accounting Auditor and the Audit & Supervisory Committee when they prepared the audit report.
- Revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements, and Non-consolidated Financial Statements will be announced on the Company’s website, the website withmaterials for the General Meeting of Shareholders, and the website of the Tokyo Stock Exchange.
The Company’s website:
https://www.solxyz.co.jp/investor/stockinfo/holders_meeting/ (in Japanese only)
Website with Materials for the General Meeting of Shareholders:
https://d.sokai.jp/4284/teiji/ (in Japanese only)
Website of the Tokyo Stock Exchange (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)-2-

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

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, while striving
to build stable management infrastructure, in pursuit of balanced corporate management.
The Company seeks to distribute dividends in accordance with its performance, with consideration todividend payout ratio, and maintains a policy of making the utmost effort to pay stable dividends on acontinual basis.
In accordance with this policy, the Company proposes to appropriate surplus for the fiscal year as follows:
Matters Regarding Year-end Dividend(1)Type of dividend property
Cash

(2)

Allotment of dividend property and aggregate amount thereof¥12 per common share of the Company
Total payment: ¥293,675,592(3)Effective date of dividend of surplus
March 31, 2023

-3-

Proposal No. 2:

Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all 11 Directors (excluding Directors who are Audit & Supervisory Committee
Members; hereinafter, the same applies in this proposal) will expire at the conclusion of the Meeting. To
strengthen the Company’s management system and governance system, the Company proposes the electionof 11 Directors, including two new Directors.
With regard to this proposal, the Audit & Supervisory Committee has stated its opinion that all of thecandidates for Director are qualified.
The candidates for Director are as follows:
Candidate

Name

No.

Age

GenderCurrent position in the
Company

1

Akira Nagao

Re-election

68

Male

President andRepresentative Director

2Toshihiko Kayanuma

Re-election

64

Male

Managing Director

3

Yoshiaki Nagao

Re-election

63

Male

Managing Director

4

Hiroki Akiyama

Re-election

59

Male

Managing Director

5

Hiroyuki Watanabe

Re-election

60

Male

Director

6

Toshiyasu Kabashima

Re-election

61

Male

Director

7

Kenya Eguchi

Re-election

55

Male

Director

8

Tsunekazu Ichikawa

Re-election

53

Male

Director

9

Motoko Kai

Re-election

50

FemaleDirector

Male

Director who is an Audit& Supervisory Committee

10

Mitsuru Aoki

New election

65

Member11

Hideji Yamazaki

New election

67

Male

None

Note: The respective ages stated for each candidate are current as of the date of the Meeting.

-4-CandidateNo.

1

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Mar. 1983
Established Total System Consultant Co.,Ltd.
Director
Apr. 1997
Managing Director
Jan. 1998
Senior Managing Director andRepresentative of System Division of theCompany due to a merger between the
Company and Total System Consultant Co.,
Ltd.
Jan. 2000
Managing Director and Representative of
Business Division
Mar. 2000
Senior Managing Director andRepresentative of Business Division
Jan. 2004
Representative Director and Senior
Managing Officer
Mar. 2005
Representative Director and Senior Vice
President
1,119,448
Mar. 2006
President and Representative Director(current position)(Significant concurrent positions outside the Company)
Akira Nagao
Chairman and Representative Director of FFSOL Co., Ltd.
(February 23, 1955)
Chairman and Representative Director of E.I.SOL Co., Ltd.
Chairman and Director of Infinite Consulting Co., Ltd.
Re-election
Chairman and Representative Director of NEUMANN Co.,
Ltd.
Chairman and Director of eXmotion Co., Ltd.
Chairman and Representative Director of CORE NEXT
Co., Ltd.
Director of ASWARE Co., Ltd.
Chairman and Representative Director of Fleekdrive Co.,Ltd.
Director of Ariadne International Consulting Co., Ltd.
Chairman and Representative Director of eek Co., Ltd.
Outside Director of AI, Inc.
[Reasons for nomination as candidate for Director]
Akira Nagao has served for the management of the Company group (the “Group”) since assuming the positionof President and Representative Director of the Company in 2006. He has played a leading role in
implementing management strategies of the Group, including strategic specialization of the Group companies,
promotion of a stock-type business, and working on cutting-edge technology such as FinTech and IoT. He is
expected to contribute to the Group’s further growth and increased medium- to long-term corporate value withhis abundant experience and track record. Therefore, the Company has nominated him as a candidate for
Director.
Name(Date of birth)-5-

CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Nov. 1983
Joined the Company
Jan. 2005
General Manager of PMO Office ofBusiness Promotion Division
July 2007
Operating Officer
July 2007
General Manager of PMO Office andGeneral Manager of HR Development
OfficeApr. 2008
General Manager of PMO OfficeJan. 2009
Representative of Business Promotion
DivisionMar. 2011
DirectorJan. 2012
Representative of Business Promotion
Division and General Manager of Internal
Audit OfficeJan. 2013
Representative of Sales Promotion Division
153,000
and Representative of Business Promotion
DivisionJan. 2015
Representative of Sales Promotion Division
Toshihiko Kayanuma
Aug. 2016
Representative of Cloud Solution Division(March 6, 1959)
and Department Manager of Cloud Business
Development Department
Re-election
Jan. 2017
Representative of Cloud Solution Division
Mar. 2017Managing Director (current position)
Jan. 2020
Representative of Career Promotion
Division and General Manager of HR
Development OfficeJan. 2022
Representative of Sales Promotion Division(current position)(Significant concurrent positions outside the Company)
Director of E.I.SOL Co., Ltd.
Director of Fleekdrive Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshihiko Kayanuma has acquired experience and a track record in various areas of the Group including
business promotion and PMO. He has served in positions starting up new departments in the Company, namely
as Representative of Cloud Solution Division from 2016 and Representative of Career Promotion Division from
2020, and is engaged in organizational reforms in the Sales Promotion Division of the Company, using his
proven ability to put organizations on a promising trajectory. He is expected to contribute to the Group’s further
growth and increased medium- to long-term corporate value with his wide range of experience. Therefore, theCompany has nominated him as a candidate for Director.
Name(Date of birth)-6-

Candidate
No.

3

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Aug. 1984
Joined the Company
Jan. 2004
General Manager of Finance 1st SI
Department
Jan. 2006
Deputy Representative of Business Division
and General Manager of Finance 1st SI
Department
Jan. 2008
Operating Officer
Jan. 2011
Department Manager of 1st FinanceBusiness Department of Business Division
Mar. 2014
Director
Apr. 2014
Deputy Representative of Business Division
153,208
Aug. 2016
Deputy Representative of SI & Solution
Division and Department Manager of 1st
Finance Business Department
Jan. 2017
Representative of SI & Solution Division
Yoshiaki Nagao(current position)(April 9, 1959)
Mar. 2017Managing Director (current position)
Re-election
Mar. 2020
Representative of Sales Promotion Division
Jan. 2021
Department Manager of Credit SI
Department(Significant concurrent positions outside the Company)
Director of Infinite Consulting Co., Ltd.
Director of Ariadne International Consulting Co., Ltd.
[Reasons for nomination as candidate for Director]
Yoshiaki Nagao has abundant experience and a track record in the credit-related system development of theGroup. Since assuming office as Representative of SI & Solution Division in 2017, he has played a leading rolein all aspects of the outsourced system development of the Company. In addition, since 2020, he has alsosupervised the Sales Promotion Division, and has focused on building more strategic and efficientorganizational systems. He is expected to contribute to the Group’s further growth and increased medium- tolong-term corporate value with his abundant experience and track record. Therefore, the Company has
nominated him as a candidate for Director.
Name(Date of birth)-7-

Candidate
No.

4

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Jan. 1987
Joined the Company
Apr. 2004
General Manager of Business Promotion
OfficeApr. 2008
Representative of Business Promotion
Division and General Manager of Business
Promotion OfficeJan. 2009
General Manager of Technical & Business
Promotion OfficeJan. 2011
Operating Officer
59,288Apr. 2011
General Manager of Planning & Control
Office and General Manager of Technical &Business Promotion Office
Hiroki Akiyama
Jan. 2013
General Manager of Planning & Control(January 25, 1964)
Office (current position)
Mar. 2015
Director
Re-election
Mar. 2020
Managing Director (current position)(Significant concurrent positions outside the Company)
Director of eek Co., Ltd.
[Reasons for nomination as candidate for Director]
Hiroki Akiyama has acquired experience and a track record in various areas of the Group including businessstrategy, management planning and publicity. He has led numerous measures to increase the Company’s
corporate value since assuming the position of Director in 2015, and also responded appropriately as Chairmanof the Company’s Risk Management Committee, including measures to tackle the spread of COVID-19. He is
expected to contribute to the Group’s further growth and increased medium- to long-term corporate value withhis wide range of experience. Therefore, the Company has nominated him as a candidate for Director.
Name(Date of birth)-8-

Candidate
No.

5

Name
(Date of birth)

Hiroyuki Watanabe(December 11, 1962)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
June 1996
Joined OGIS-RI Co., Ltd.
Sept. 2008
Senior Managing Director of eXmotion Co.,Ltd.
Dec. 2013
President and Director
Feb. 2017
President and Representative Director(current position)
Mar. 2019
Director of the Company (current position)(Significant concurrent positions outside the Company)
President and Representative Director of eXmotion Co.,
Ltd.

Number of theCompany’s
shares owned

40,000Re-election[Reasons for nomination as candidate for Director]
Hiroyuki Watanabe is Representative Director of eXmotion Co., Ltd., a company of the Group. eXmotion Co.,
Ltd., mainly engaged in IT consulting specialized in embedded software, has been a Tokyo Stock Exchange
Mothers-listed company since July 2018. He also contributes to the industry energetically, for example, as afounder of ET Software Design Robot Contest. He is expected to contribute to the Group’s further growth andincreased medium- to long-term corporate value with his superior insights and high name recognition.
Therefore, the Company has nominated him as a candidate for Director.

-9-Candidate
No.

6

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Aug. 1991
Joined the Company
Jan. 2004
General Manager of Industrial 3rd SI
Department
Jan. 2006
General Manager of Finance 4th SI
Department
Jan. 2011
Operating Officer
9,080
Jan. 2011
Department Manager of Development
Business Department
Jan. 2017
Department Manager of ProductDevelopment Department
Toshiyasu Kabashima(December 11, 1961)
Mar. 2020
Director (current position)
Mar. 2020
Deputy Representative of SI & Solution
Re-election
Division (current position)[Reasons for nomination as candidate for Director]
Toshiyasu Kabashima has acquired a track record in various development projects of the Group. With his
proven ability to raise the level of technological skills of the Fukuoka Regional Office to that of the Company’s
core near-shore business center, he has led the Product Development Department as a cross-sectional
development force. In 2020, he assumed the position of Deputy Representative of SI & Solution Division, andhe has been utilizing his insight in a wide range of development projects. He is expected to contribute to theGroup’s further growth and increased medium- to long-term corporate value with his abundant experience andtrack record. Therefore, the Company has nominated him as a candidate for Director.
Name(Date of birth)- 10 -

Candidate
No.

7

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Mar. 1992
Joined the Company
Jan. 2010
General Manager of Industrial 2nd SI
Department
Jan. 2015
Department Manager of 2nd Manufacturing& Distribution SI Department
Jan. 2016
Operating Officer
Jan. 2017
Department Manager of Cloud Business
Development Department (current position)
25,184Mar. 2020
Director (current position)
Mar. 2020
Deputy Representative of Cloud Solution
Division
Kenya Eguchi
Jan. 2022
Representative of Cloud Solution Division(December 18, 1967)
Jan. 2023
Representative of Product Service Business
Division, Deputy Representative of Sales
Re-election
Promotion Division, and Department
Manager of FinTech Solution Department(current position)[Reasons for nomination as candidate for Director]
Kenya Eguchi has been utilizing his abundant experience in the industrial system development and has acquireda track record in the Group.
As Representative of Cloud Solution Division, he focused on acquiring cloud-driven development projects inaddition to conventional outsourced system development projects, as he worked to further promote the cloudbusiness of the Company. Since assuming office as Representative of Product Service Business Division in
January 2023, however, he has taken responsibility not just for the cloud business, but also for strengthening andpromoting stock-type businesses based on products, peripheral development, etc. He is expected to contribute to
the Group’s further growth and increased medium- to long-term corporate value with his abundant experienceand track record. Therefore, the Company has nominated him as a candidate for Director.
Name(Date of birth)- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Oct. 1990
Joined the Company
Jan. 2013
General Manager of Technical & Business
Promotion Office (current position)
Jan. 2018
Operating Officer
Mar. 2020
Director (current position)
Jan. 2022
Representative of Career Promotion
Division and General Manager of HR
Development Office (current position)

Number of theCompany’s
shares owned

18,800Tsunekazu Ichikawa(May 24, 1969)8

Re-election[Reasons for nomination as candidate for Director]
Since joining the Company, Tsunekazu Ichikawa has demonstrated his technological capability in a number ofdevelopment projects. He has been engaged in the research and development since 2005. He has accumulated a
track record as a central person supporting the Company’s technological capabilities, including promoting the
FinTech Business, training engineers, and supporting existing system development projects, particularly in
relation to technical research in areas such as AI, blockchains, and RPA. Since assuming the position ofRepresentative of Career Promotion Division in January 2022, he has been working on the recruitment of humanresources and improving their development at the Group. He is expected to contribute to the Group’s further
growth and increased medium- to long-term corporate value with his technological capability and abundant
experience. Therefore, the Company has nominated him as a candidate for Director.

- 12 -

Candidate
No.

9

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Sept. 1999
Joined the Company
Jan. 2015
General Manager of Accounting Department(current position)
Apr. 2019
Operating Officer
Mar. 2021
Director (current position)
Mar. 2021
Deputy Representative of Control Division(current position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member of FFSOL Co., Ltd.
Auditor of E.I.SOL Co., Ltd.
8,000
Audit & Supervisory Board Member of Infinite Consulting
Co., Ltd.
Director (Audit & Supervisory Committee Member) of
Motoko Kai
eXmotion Co., Ltd.
(July 8, 1972)
Audit & Supervisory Board Member of CORE NEXT Co.,Ltd.
Re-election
Audit & Supervisory Board Member of ASWARE Co., Ltd.
Audit & Supervisory Board Member of Fleekdrive Co., Ltd.
Audit & Supervisory Board Member of Ariadne
International Consulting Co., Ltd.
[Reasons for nomination as candidate for Director]
Since joining the Company, Motoko Kai has been appropriately fulfilling her duties in the Accounting
Department. As General Manager of the Accounting Department since 2015, she has been implementing
various measures aimed at creating firm financial foundations for the Group. Since assuming the position of
Deputy Representative of Control Division in 2021, she has played a leading role in the efficient execution ofbusiness operations in administrative departments as a whole. She is expected to contribute to the Group’s
further growth and increased medium- to long-term corporate value with her advanced expertise. Therefore, theCompany has nominated her as a candidate for Director.
Name(Date of birth)- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1981
Joined FUJITSU LIMITED
Apr. 2010
General Manager of Mizuho Business
Division
June 2014
Executive Officer of FUJITSU FSAS INC.
Apr. 2017Managing Director
Mar. 2021
Retired from FUJITSU FSAS INC.
Mar. 2022
Outside Director who is an Audit &Supervisory Committee Member of theCompany (current position)

Number of theCompany’s
shares owned

6,500

Mitsuru Aoki
(June 3, 1957)10

New election[Reasons for nomination as candidate for outside Director and summary of expected role]
Mitsuru Aoki was elected as a Director who is an Audit & Supervisory Committee Member, based on the
expectation that he would utilize his insight in the SI business developed at a major IT company and experience
as an officer of an operating company to play a role in increasing the corporate value of the Group, supervisingand auditing all aspects of corporate operations and risk management, and enhancing objectivity in procedures
for making decisions related to nomination and remuneration. However, based on the assessment that his insightand experience should be utilized in a position closer to business operations, although he is partway through his
term of office, the Company has nominated him as a candidate for Director (excluding Directors who are Audit& Supervisory Committee Members).
If he is elected, the Company expects him to continue utilizing his insight related to all aspects of corporate
operations and risk management, while also providing advice on all aspects of the Company’s businessactivities based on his insight concerning the SI business.
Furthermore, he has stated his intention to resign as a Director who is an Audit & Supervisory Committee
Member at the conclusion of the Meeting, and the Audit & Supervisory Committee has accepted his
resignation.

- 14 -

Candidate
No.

11

Notes

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Apr. 1978
Joined Hitachi Software Engineering Co.,
Ltd. (current Hitachi Solutions, Ltd.)
Oct. 2010
Executive Officer of Hitachi Solutions, Ltd.
Apr. 2016
Senior Vice President and Executive Officer
Apr. 2019
Executive Advisor of Hitachi Solutions East
Japan, Ltd. and Hitachi Solutions West
0Japan, Ltd.
Mar. 2020
Retired from the position of Executive
Advisor of Hitachi Solutions East Japan,
Ltd.
Hideji Yamazaki(November 1, 1955)
Mar. 2021
Retired from the position of Executive
Advisor of Hitachi Solutions West Japan,
New election
Ltd.
[Reasons for nomination as candidate for outside Director and summary of expected role]
Hideji Yamazaki has insight in the SI business developed at a major IT company, as well as many years ofexperience as an officer of an operating company, as described in his career summary. Based on his abundantinsight, particularly in relation to the SI business, the Company has judged that he is a necessary person toenhance the corporate value of the Group, and has therefore nominated him as a candidate for outside Director.
If he is elected, the Company expects him to utilize his insight and experience related to the SI business toprovide appropriate advice on all aspects of the Company’s business activities.
Name(Date of birth)

1.

The Company is in a competitive relationship with FFSOL Co., Ltd. and E.I.SOL Co., Ltd., organizations where
Akira Nagao serves as Representative Director, in the contracting of system development, and outsources its
system development operations, etc. to these companies.

2.

The Company guarantees debts, etc. of NEUMANN Co., Ltd., where Akira Nagao serves as Representative
Director.

3.

The Company is in a competitive relationship with CORE NEXT Co., Ltd., where Akira Nagao serves as
Representative Director, in the contracting of system development, and is outsourced and outsources systemdevelopment operations. The Company also guarantees debts, etc. of CORE NEXT Co., Ltd.

4.

The Company outsources the sales of its systems, as well as development operations and maintenance operations,to Fleekdrive Co., Ltd., where Akira Nagao serves as Representative Director.

5.

There is no special interest between any other candidates for Director and the Company.

6.

Mitsuru Aoki and Hideji Yamazaki are candidates for outside Director.

7.

At the conclusion of the Meeting, Mr. Aoki’s tenure since assuming office as outside Director of the Company
will have been one year.

8.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Aoki has been designated as anindependent officer as provided for by the aforementioned exchange. If the election of Mr. Aoki is approved, theCompany plans for his designation as an independent officer to continue.

9.

Mr. Yamazaki satisfies the criteria for independent officers as provided for by the Tokyo Stock Exchange, Inc.,and if his election is approved, the Company plans to designate him as an independent officer.

10. The Company has entered into a directors and officers liability insurance (D&O) policy with an insurancecompany, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages arising from liability borne by the insured persons in the course of execution of their duties or claims
pertaining to the pursuit of such liability. If the election of each candidate is approved and they assume office as
Directors, they will be included in the insured persons under this insurance policy. In addition, the Company
intends to renew this policy with the same content when it is next due for renewal.

- 15 -

Proposal No. 3:

Election of One Director Who is an Audit & Supervisory Committee Member

Director who is an Audit & Supervisory Committee Member Yuji Maeda will retire owing to his resignation
at the conclusion of the Meeting. Therefore, the Company proposes the election of one Director who is an
Audit & Supervisory Committee Member as his substitute.
Furthermore, the term of office of a Director who is an Audit & Supervisory Committee Member elected asa substitute is until the expiration of the term of office of the retiring Director who is an Audit & Supervisory
Committee Member, in accordance with the provisions of the Articles of Incorporation of the Company.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidate for Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Sept. 1984

Yasuo Sekiya(May 17, 1960)

Joined Hijiribashi Audit Corporation (current
ARK LLC)
Sept. 1992
Joined TKA Takeshi Iizuka Audit Corporation
Mar. 1998
Appointed Representative Partner
July 2001
TKA Takeshi Iizuka Audit Corporation mergedwith Century Ota Showa & Co. (current Ernst &Young ShinNihon LLC)
June 2019
Retired from Ernst & Young ShinNihon LLC
July 2019
Established Sekiya Certified Public Accountant
Office (current position)(Significant concurrent positions outside the Company)
None

Number of theCompany’s shares
owned

0

New election[Reasons for nomination as candidate for outside Director and summary of expected role]
Although Yasuo Sekiya does not have experience of participating directly in corporate management other than as an outside
officer in the past, he has expert knowledge and many years of experience as a certified public accountant, as described in
his career summary, and the Company has judged that he may be expected to fulfill a role in advising and supervising themanagement of the Company based on his superior insights, and has therefore nominated him as a candidate for outside
Director who is an Audit & Supervisory Committee Member and proposes his new election.
In addition, the Company expects that he will utilize his high level of independence to play a role in enhancing objectivity
in procedures for making decisions related to nomination and remuneration as a member of the Audit & Supervisory
Committee.
Notes

1.

There is no special interest between the candidate and the Company.

2.

Yasuo Sekiya is a candidate for outside Director.

3.

Mr. Sekiya satisfies the criteria for independent officers as provided for by the Tokyo Stock Exchange, Inc., andif his election is approved, the Company plans to designate him as an independent officer.

4.

The Company has entered into a directors and officers liability insurance (D&O) policy with an insurancecompany, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages arising from liability borne by the insured persons in the course of execution of their duties or claims
pertaining to the pursuit of such liability. If the election of the candidate is approved and he assumes office as a
Director, he will be included in the insured persons under this insurance policy. In addition, the Company intends
to renew this policy with the same content when it is next due for renewal.

- 16 -

[Reference] “Independence Standards for Outside Directors” of the Company
1. The Company sets forth these standards as criteria for designating outside Directors of the Company (*1)
as “independent officers” as stipulated in the Securities Listing Regulations of the Tokyo Stock Exchange.
2. Persons who do not fall under any of the criteria (i) through (viii) set forth below shall, in principle, bedeemed not to have any material interests in the Company, and may be designated as independent officers.
(i)

Persons who execute business (“executives”) for the Company or the Group (*2).

(ii) Persons for whom the Company is a major business partner (*3) or executives thereof.
(iii) Major business partners of the Company or executives thereof.
(iv) Consultants, certified public accountants, attorneys, or other professionals who receive remuneration
other than officer remuneration from the Company, and for whom the aggregate amount of
remuneration paid other than officer remuneration from the Company in the most recent fiscal year
exceeds ¥10 million; provided, however, that even when the amount of remuneration is ¥10 million
or less, it shall be treated as a significant amount of remuneration in cases when it exceeds 50% of
the annual income of those persons.
(v)

Major shareholders of the Company (those directly or indirectly holding 10% or more of the total
voting rights) or executives thereof.

(vi) Persons from organizations with which there is a relationship of mutual appointment of outside
officers.
(vii) Persons who, in the ten years prior to their appointment, fell under category (i), and persons who fell
under any of the categories (ii) through (vi) in the one year prior to the appointment.
(viii) Relatives within the second degree of kinship of any of the persons listed in the above categories (i)through (vii) (limited only to those in important positions (*4)).
*1. “Outside Directors” are as defined in the Companies Act. (Article 2, item (xv) of the Companies Act)
*2. “Executives” refer to Directors other than outside Directors (excluding Directors who are Audit &Supervisory Committee Members), Operating Officers, and employees.
*3. “Major business partners” refer to cases when the amount of transactions exceeds 2% of annual
consolidated net sales in the most recent fiscal year.
*4. “Persons in important positions” refer to Directors, Operating Officers, and other persons of General
Manager rank or higher who execute important business operations.

- 17 -

Proposal No. 4:

Payment of Retirement Benefits to Retiring Directors

Directors Yoshio Komori and Hiroki Kannari will retire from office at the conclusion of the Meeting due toexpiry of their tenure.
The Company proposes the payment of retirement benefits in an amount within a reasonable range based oninternal regulations of the Company, to recognize their services while in office. The Company requests thatthe specific amount, timing and method, etc. of payment be delegated to the Board of Directors.
This proposal has been determined by the Board of Directors in accordance with policies for determining thecontent of individual remuneration, etc. for Directors and internal regulations determined by the Board of
Directors in advance, and the Company has therefore judged that it is appropriate.
The career summaries of the retiring Directors are as follows:

Name
Yoshio Komori
Hiroki Kannari

Career summary
Mar. 2011

Director of the Company(to present)

Mar. 2017

Director of the Company(to present)- 18 -